J. Ronald Dail
About J. Ronald Dail
Executive Vice President and Chief Operating Officer of Huron Consulting Group since July 1, 2022; age 55; B.A. in Economics from the University of North Carolina at Chapel Hill . He has 30+ years of management consulting experience, including a 12‑year career at Accenture (formerly Andersen Consulting), followed by Stockamp & Associates in 2004 (acquired by Huron in 2008), and leadership of Huron’s healthcare performance improvement business unit prior to becoming COO . Company performance in 2024 included 9% revenue growth (before reimbursable expenses) vs. 2023, adjusted EBITDA margin expansion of 120 bps, net income margin expansion of 320 bps, 97% increase in diluted EPS, and 21% annual TSR, which informed incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huron Consulting Group | Executive VP & Chief Operating Officer | Appointed July 1, 2022 | Leads operations across core industries; previously led healthcare performance improvement unit delivering sustainable client results |
| Huron Consulting Group | Executive leadership team for Healthcare; National leader, Performance Improvement | Prior to July 1, 2022 (dates not disclosed) | Led large-scale transformations across hospitals and health systems; enabled clients to achieve hundreds of millions in annual recurring benefits |
| Stockamp & Associates | Consultant/Leader | Joined 2004; firm acquired by Huron in 2008 | Specialized in health management operations, strategic information systems, and operational reengineering |
| Accenture (formerly Andersen Consulting) | Management Consulting | 12‑year career (dates not disclosed) | Complex program management, strategic planning, systems integration, process improvement initiatives |
External Roles
No external public company directorships or disclosed outside board roles for Mr. Dail in the proxy .
Fixed Compensation
2024 Target Compensation Opportunity
| Name | Base Salary ($) | Target Annual Incentive (% of Salary) | Target Long-Term Incentive (% of Salary) |
|---|---|---|---|
| J. Ronald Dail | 675,000 | 90% | 140% |
Summary Compensation (Multi‑Year)
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 612,500 | 650,000 | 673,958 |
| Bonus (COVID‑era retention plan installments) | — | — | — |
| Stock Awards (RSUs/PSUs grant‑date fair value) | 882,726 | 812,465 | 944,996 |
| Non‑Equity Incentive Plan Compensation (AIP payout) | 766,487 | 964,316 | 833,721 |
| All Other Compensation | 26,154 | 26,923 | 28,320 |
| Total | 2,287,867 | 2,453,704 | 2,480,995 |
Notes:
- 2022 NEIP includes prorated amounts tied to prior Healthcare Managing Director programs; also includes $122,837 from Healthcare Managed Services incentive program, expected to be eligible through 2025 per program terms .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|---|---|
| Organic Revenue | 40% | $1.430B | $1.500B | $1.655B | $1.483B | 88% | Cash (annual bonus) |
| Adjusted EBITDA Margin | 35% | 12.0% | 13.0% | 14.0% | 13.54% | 154% | Cash (annual bonus) |
| Strategic Measures | 25% | Pre‑defined objectives | Pre‑defined objectives | Pre‑defined objectives | Achieved (varied by goal) | 106.5% | Cash (annual bonus) |
| Total | 100% | — | — | — | — | 115.7% | Cash (annual bonus) |
Key design features:
- AIP capped at target if annual TSR is negative; cap did not apply in 2024 (TSR +21%) .
- Approximately 91% of total AIP opportunity tied to quantitative metrics .
2024 Grants of Plan‑Based Awards (Long‑Term Incentives)
| Grant Type | Grant Date | Target (#) | Threshold (#) | Maximum (#) | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 3/1/2024 | 6,655 | 1,664 | 13,310 | Cliff vest 3/1/2027 if earned; metrics: revenues before reimbursable expenses and adjusted diluted EPS | 661,507 |
| RSUs | 3/1/2024 | 2,852 | — | — | 33% annually over 3 years | 283,489 |
| AIP Target ($) | 2024 | 607,500 | 75,938 | 1,215,000 | Cash payout based on AIP | — |
Outstanding Equity Awards (as of 12/31/2024)
| Instrument | Grant Date | Status/Units | Terms |
|---|---|---|---|
| Restricted Stock (unvested) | 3/1/2021 | 827 shares | Vests 25% annually over 4 years |
| RSUs (unvested) | 3/1/2022 | 2,647 RSUs | Vests 33% annually over 3 years |
| Restricted Stock (unvested) | 3/1/2022 | 1,297 shares | Vests 25% annually over 4 years |
| Stock Options | 3/1/2022 | 2,452 exercisable; 1,225 unexercisable | $48.22 strike; expires 3/1/2029 |
| RSUs (unvested) | 7/1/2022 | 617 RSUs | Vests per RSU schedule |
| PSUs (2022–2024) | 7/1/2022 | 15,332 earned (200% of target) | Earned for 2022–2024; vested 3/1/2025 |
| Restricted Stock (unvested) | 3/1/2023 | 1,182 shares | Vests 25% annually over 4 years |
| RSUs (unvested) | 3/1/2023 | 1,993 RSUs | Vests per RSU schedule |
| PSUs (2023–2025 est.) | 3/1/2023 | 13,950 (maximum shown) | Payout 0–200%; estimated between target and max; vests 3/1/2026 |
| RSUs (unvested) | 3/1/2024 | 2,852 RSUs | Vests 33% annually over 3 years |
| PSUs (2024–2026 target) | 3/1/2024 | 6,655 target | Payout 0–200%; vests 3/1/2027 |
2023 option exercises: none; restricted stock/RSUs vested 6,816 shares; value realized $478,415 .
Equity Ownership & Alignment
- Beneficial ownership: 37,570 shares; less than 1% of outstanding .
- Stock ownership guidelines: COO must hold shares equal to 2× base salary; executives must retain at least 60% of net after‑tax shares from option exercises/RSU/PSU vesting until guideline met; all NEOs are in compliance .
- Hedging/pledging: prohibited by policy .
- Equity plan dilution mitigated by buybacks ($122M repurchased in 2024) .
Beneficial Ownership
| Name | Shares | % of Class |
|---|---|---|
| J. Ronald Dail | 37,570 | * (less than 1%) |
Employment Terms
- Termination without Cause or resignation for Good Reason: cash severance equal to current base salary + current target bonus, pro rata bonus for year of termination based on actual results, 12 months medical continuation, and pro rata vesting of PSUs for the performance period; lump sum payment .
- Change of Control (double‑trigger): if terminated without Cause or resigns for COC Good Reason within 24 months post‑CoC (or 12 months pre‑CoC tied to CoC), receives 1.5× salary+target bonus cash, pro rata target bonus, 18 months medical, and accelerated vesting of outstanding equity grants awarded at or prior to CoC; lump sum payment .
- 280G cutback: severance reduced to avoid excise tax—no gross‑ups .
- Restrictive covenants: proxy notes restrictive covenants apply to other executives but “except for Mr. Dail” in the described post‑termination restrictions; specific non‑compete/non‑solicit terms for Mr. Dail not enumerated in the proxy section referenced .
- Clawback policy: amended Oct 27, 2023 and further amended Feb 14, 2025; mandatory recoupment upon restatement; Board discretion to recover/forfeit equity upon defined misconduct .
Potential Payments (Assuming 12/31/2024; share price $124.26)
| Scenario | Salary ($) | Bonus Multiple ($) | Pro Rata Bonus ($) | Equity Acceleration ($) | Benefits ($) | 280G Cutback ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason | 675,000 | 607,500 | 702,878 | — | 20,277 | — | 2,005,655 |
| Permanent Disability or Death | — | — | 607,500 | 1,570,729 | 10,139 | — | 2,188,368 |
| Involuntary Termination Following CoC | 1,012,500 | 911,250 | 702,878 | 1,570,729 | 30,416 | (2,482,472) | 1,745,301 |
Notes:
- Double‑trigger CoC applies; equity accelerates for awards granted at or prior to CoC .
- Retirement treatment: continued vesting (no acceleration) if approved retirement and non‑compete signed; PSUs and options continue per grant terms .
- Death/Disability: unvested time‑based equity vests; performance awards vest per grant agreements .
Investment Implications
- Pay‑for‑performance alignment: High proportion of at‑risk pay via PSUs (70% of LTI) tied to multi‑year revenue and EPS, with annual AIP driven by organic revenue and adjusted EBITDA margin; 2024 AIP paid at 115.7% on strong execution and 21% TSR, signaling alignment with shareholder value creation .
- Vesting cadence and supply: Significant PSU cycles—2022–2024 earned at 200% and vested 3/1/2025—create periodic settlement events; RSUs vest annually (three‑ or four‑year schedules), which can produce routine sell‑to‑cover activity but hedging/pledging are prohibited, reducing alignment risk .
- Retention and severance economics: Standard severance (1.0× salary+bonus) and robust double‑trigger CoC (1.5×) protect continuity; clawback enhancements and no gross‑ups are governance positives; restrictive covenants language excludes Mr. Dail in the cited section, which may modestly elevate mobility risk relative to peers .
- Ownership alignment: Beneficial ownership of 37,570 shares with compliance to 2× salary holding guideline, plus mandatory post‑vesting retention, supports skin‑in‑the‑game; ownership remains <1% of shares outstanding, typical for NEOs at this cap size .
- Benchmarking discipline and say‑on‑pay: Peer group spans consulting, HR services, health tech, and IT services with annual review; 98% say‑on‑pay approval in 2023 suggests investor support for design and rigor .