C. Mark Hussey
About C. Mark Hussey
C. Mark Hussey, age 64, is Chief Executive Officer (since Jan 1, 2023) and President (since Feb 2019) of Huron Consulting Group; he joined Huron in 2011, serving as CFO (2011–2017), Treasurer (2011–2016), EVP (2011–2019), and COO (2014–2022; interim Healthcare segment leader 2017–2019). Prior roles include CFO at Crosscom National (2002–2011) and Information Resources, Inc. (2000–2002), with earlier senior finance roles at EZLinks Golf, Dominick’s, and Quaker Oats. He holds a B.S. in Accountancy (UIUC), MBA in Finance (Chicago Booth), and credentials as CFA, CMA, and CPA (inactive). He is an employee director on Huron’s Board since 2023 (not independent) . Huron reported 2024 RBR revenue of $1.49B (+9% YoY), net income margin +320 bps, adjusted EBITDA margin +120 bps, GAAP diluted EPS +97%, adjusted diluted EPS +32%, record operating cash flow/free cash flow, and 21% TSR in 2024; 3-year TSR was 149% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huron Consulting Group | Chief Executive Officer | 2023–present | Drove growth strategy; 2024 TSR 21%, margin expansion and cash flow records . |
| Huron Consulting Group | President | 2019–present | Oversight of integrated operating model and segments . |
| Huron Consulting Group | Chief Operating Officer | 2014–2022 | Led operations; interim Healthcare segment leader 2017–2019 . |
| Huron Consulting Group | Executive Vice President | 2011–2019 | Senior leadership across finance/admin/IT services . |
| Huron Consulting Group | Chief Financial Officer; Treasurer | 2011–2017; 2011–2016 | Strengthened financial management and capital allocation . |
| Crosscom National, LLC | Chief Financial Officer | 2002–2011 | Led finance at service firm . |
| Information Resources, Inc. | EVP & CFO | 2000–2002 | Finance leadership at data/analytics company . |
| EZLinks Golf; Dominick’s; Quaker Oats | Senior finance/accounting/IR | Various | Built multi-industry financial expertise . |
External Roles
- Public company boards: Huron Consulting Group Inc. (employee director since 2023) .
- Other public/non-profit board roles: Not disclosed in proxy for Mr. Hussey .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 800,000 | 919,792 | 948,958 |
| Bonus (retention) | 430,000 | 430,000 | 430,000 |
| Stock Awards (grant-date fair value) | 1,643,228 | 2,642,725 | 3,562,496 |
| Non-Equity Incentive (AIP payout) | 1,104,000 | 1,676,563 | 1,539,143 |
| All Other Compensation | 38,603 | 37,323 | 39,381 |
| Total | 4,015,831 | 5,706,403 | 6,519,978 |
2024 target pay opportunities approved Feb 2024:
| Component | 2023 Target | 2024 Target |
|---|---|---|
| Base Salary | $925,000 | $950,000 |
| Target Annual Incentive (% of salary) | 125% | 140% |
| Target Long-Term Incentive (% of salary) | 225% | 375% |
Notes:
- Director pay: Employee directors (Hussey, Roth) do not receive Board compensation .
Performance Compensation
Annual Incentive Program (2024):
- Design: Organic Revenue (40%), Adjusted EBITDA Margin (35%), Strategic Measures (25%). TSR cap at target if annual TSR negative; not triggered (2024 TSR 21%) .
- Outcome: Total payout 115.7% of target .
| Metric | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Organic Revenue | 40% | $1.430B | $1.500B | $1.655B | $1.483B | 88% |
| Adjusted EBITDA Margin | 35% | 12.0% | 13.0% | 14.0% | 13.54% | 154% |
| Strategic Measures (portfolio) | 25% | Defined per measure | Defined per measure | Defined per measure | Mixed: Revenue 61%, Margins 103%, People 146%, Financial Strength 200% | 106.5% |
| Total | 100% | — | — | — | — | 115.7% |
Long-term Incentives:
- Mix: 70% PSUs, 30% RSUs; 3-year performance/vesting .
- PSU metrics: 3-year cumulative RBR revenues and adjusted diluted EPS (50/50 weighting); payout 25%–200% of target .
- Recent cycles:
- 2022–2024 PSUs paid at 200% of target (RBR $3.980B; adjusted diluted EPS $14.81 vs goals) .
- 2023–2025, 2024–2026 cycles in-flight; goals not disclosed (MNPI) .
- 2024 grants (dated Mar 1, 2024; stock price $99.40):
- PSUs: Target 25,088 sh (min 6,272; max 50,176); FV $2,493,747 .
- RSUs: 10,752 sh; FV $1,068,749; vest annually over 3 years .
Equity Ownership & Alignment
Beneficial ownership (Record Date Mar 10, 2025):
- Hussey: 62,320 shares; less than 1% of outstanding 17,921,212 shares .
- Unvested holdings excluded: 18,798 RSUs .
- Stock ownership guidelines: CEO 5× salary; NEOs and directors in compliance; 60% post-tax holding requirement until guideline met .
- Hedging/pledging: Prohibited for directors, officers, employees, contractors .
Outstanding equity awards at FY-end (Dec 31, 2024):
| Grant | Type | Unvested/Unearned Units | Vesting/Payout Detail |
|---|---|---|---|
| 3/1/2022 | RSUs | 2,904 | Vests 33% annually over 3 years |
| 3/1/2022 | PSUs | 40,648 (earned 200%) | Vested 3/1/2025 |
| 3/1/2023 | RSUs | 5,105 | Vests 33% annually |
| 3/1/2023 | PSUs | 35,734 (max placeholder) | 2023–2025 cycle; vests 3/1/2026; actual 0–200% |
| 3/1/2024 | RSUs | 10,752 | Vests 33% annually |
| 3/1/2024 | PSUs | 25,088 (target placeholder) | 2024–2026 cycle; vests 3/1/2027; actual 0–200% |
Vesting activity (2024):
- Shares vested: 39,247; value realized $3,851,308 .
Employment Terms
Senior management agreement:
- Term: CEO agreement effective Jan 1, 2023; initial 3 years; auto-renews annually unless 60-day notice .
- Severance (no change in control): 2× base + target bonus; pro-rata bonus based on actual results; 24 months medical; pro-rata vesting of PSUs based on actual performance for period served; RSUs/options forfeited .
- Change-of-control (double-trigger): 2.5× base + target bonus; pro-rata target bonus; 30 months medical; accelerated vesting of all outstanding equity granted at or prior to CoC; subject to 280G cutback (no gross-up) .
- Retirement: Continued vesting subject to non-compete; PSUs pro-rata based on service and actual performance; time-based awards continue per schedule .
- Restrictive covenants: Non-compete and non-solicit for 12–24 months post-term (CEO); confidentiality .
- Clawback: Amended Oct 27, 2023; expanded Feb 14, 2025 to recover equity and incentives in cases of misconduct causing material adverse harm, in addition to mandatory recoupment upon restatement .
Board governance and service:
- Board service: Employee director since 2023; not independent .
- Leadership structure: CEO separate from non-executive Chairman (Hugh E. Sawyer as of Jan 1, 2025) .
- Committee roles: Employee directors do not serve on Board committees .
- Board attendance: Overall 99% across Board/committees in 2024 .
- Director compensation: Hussey receives no Board fees .
Company Performance Under Hussey’s Tenure
Recent quarters and years (USD):
Quarterly performance
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues | 339.228M | 355.961M | 371.654M | 370.049M | 388.421M | 395.690M | 402.505M | 432.361M |
| EBITDA | 39.039M* | 29.746M* | 52.192M* | 51.903M* | 53.419M* | 41.019M* | 53.260M* | 62.919M* |
| Net Income | 2.832M | 18.006M | 37.482M | 27.149M | 33.989M | 24.536M | 19.430M | 30.420M |
| EBITDA Margin % | 11.51%* | 8.36%* | 14.04%* | 14.03%* | 13.75%* | 10.37%* | 13.23%* | 14.55%* |
Annual performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 1,132.455M | 1,362.060M | 1,486.085M |
| EBITDA | 133.178M* | 159.693M* | 184.293M* |
| Net Income | 75.552M | 62.479M | 116.626M |
| EBITDA Margin % | 11.76%* | 11.72%* | 12.40%* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Increased at-risk equity: CEO LTI target rose from 225% to 375% of salary in 2024, with greater use of performance-based equity (PSUs) aligned to multi-year RBR and adjusted EPS targets .
- Strong AIP linkage: 91% of AIP tied to quantitative metrics, including Organic Revenue and Adjusted EBITDA Margin; payout capped at target if TSR negative (good governance) .
- No repricing/no hedging/pledging: Plan prohibits repricing; insider trading policy bans hedging/pledging; double-trigger CoC only; no tax gross-ups; enhanced clawback in 2025 (shareholder-friendly) .
- Say-on-pay support: ~98% approval in 2024, reflecting investor endorsement of pay design .
- Peer benchmarking: Defined services/HC/IT/HR/consulting peer set; committee does not target a fixed percentile, using market data and performance to set pay .
Vesting Schedules and Insider Selling Pressure
- RSUs vest 33% annually over 3 years; PSUs vest post 3-year performance period (all-or-nothing per earned level); CEO realized $3.85M on vesting in 2024, indicating meaningful equity conversion but no option exercise activity disclosed for CEO in 2024 .
- Form 4 analysis: Not available via provided tools; primary vesting and award data from proxy indicates regular scheduled vesting. Section 16 compliance notes no CEO late filings in 2024 .
Board Governance (Director Service & Independence)
- Class declassification: Huron is declassifying its Board; annual elections fully in place by 2026 .
- Non-executive Chair: Appointment of Hugh Sawyer effective Jan 1, 2025; separation from CEO role mitigates dual-role concerns for Hussey .
- Committee leadership: All committee members independent; Hussey, as an employee director, does not sit on committees .
- Attendance: 2024 Board/committee attendance 99% .
Director Compensation (for Hussey)
- Annual Retainers/Equity: Not applicable; employee directors receive no Board compensation .
Policies, Contracts, and Red Flags
- Change-of-control: Double-trigger only; 2.5× cash multiple for CEO; 280G cutback applies; accelerated vesting of outstanding equity under qualifying CoC termination (no gross-ups) .
- Clawback: Expanded to recover equity on misconduct causing material adverse harm; compliant with Dodd-Frank/Nasdaq .
- Hedging/pledging: Prohibited; aligns with shareholder interests .
- Stock ownership guidelines: CEO 5× salary; all NEOs/directors in compliance .
- Related party transactions: Audit Committee oversight; Code of Conduct controls; no Hussey-specific related transactions disclosed .
Compensation Peer Group (Benchmarking)
- 2024 peers include CBIZ, FTI Consulting, CRAI, Heidrick & Struggles, Premier, Dun & Bradstreet, ICF, Perficient, Evolent, Korn Ferry, R1 RCM, Exponent, LiveRamp, Resources Connection, NextGen; committee uses peers and survey data without fixed percentile targets .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay ~98% approval; ongoing outreach to top holders (engagement represented ~42.5% of institutional shares in 2024); no investor concerns flagged on NEO pay programs .
Equity Plan Utilization and Dilution Management
- Equity grants heavily focused on revenue-generating MDs/principals (~84% of shares granted over last 3 years); dilution mitigated through share repurchases ($122M in 2024; $367.1M over last 3 years) .
Investment Implications
- Alignment and incentives: Compensation architecture tightly linked to growth (RBR) and profitability (Adjusted EBITDA margin, EPS), with high performance-equity mix and stringent governance (double-trigger CoC, clawback, no hedging/pledging), supporting long-term value creation .
- Execution track record: Under Hussey’s leadership, Huron delivered robust revenue/margin expansion, record cash flows, and strong TSR (21% in 2024; 149% over 3 years), with AIP payout at 115.7%, reflecting above-target operational performance .
- Retention risk: Elevated equity mix (PSUs/RSUs) with multi-year vesting, compliance with ownership guidelines, and enhanced clawback reduce flight risk and promote alignment; severance economics are competitive but disciplined (cutback, no gross-ups) .
- Trading signals: Scheduled vesting and large PSU payouts (200% for 2022–2024) can drive discretionary sales for tax/liquidity; however, hedging/pledging bans, ownership requirements, and buybacks offset potential selling pressure. Monitor Form 4s near March 1 vest dates and AIP payout timing (Feb/March) for short-term stock flow dynamics .