James H. Roth
About James H. Roth
James H. Roth (age 67) is Vice Chairman, Client Services at Huron and has served on Huron’s Board since November 2009; he became Vice Chairman in 2023 after serving as CEO from 2009–2022 and President from 2011–2019. He holds a B.A. in Political Science and Economics from Vanderbilt University, an M.B.A. from Southern Methodist University, and is a CPA (inactive); Consulting Magazine twice named him one of the Top 25 Most Influential Consultants . He is an employee director and therefore not independent; as an employee director he does not serve on any Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huron Consulting Group Inc. | Vice Chairman, Client Services | 2023–present | Market-facing growth, client engagement, leadership mentoring |
| Huron Consulting Group Inc. | Chief Executive Officer | 2009–2022 | Led firm to industry recognition; drove strategy execution |
| Huron Consulting Group Inc. | President | 2011–2019 | Executive leadership across segments |
| Huron Consulting Group Inc. | Managing Director; Practice Leader (Higher Education) | 2002–2009 | Grew Higher Education practice; client service leadership |
| Huron Consulting Group Inc. | VP, Health & Education Consulting | 2007–2009 | Oversight of health/education consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shorelight Holdings LLC | Board member | 2014–present | Education services advisory |
| Lurie Children’s Medical Group | Board member | 2025–present | Pediatric healthcare governance |
| Lurie Children’s Pediatric Anesthesia Associates | Board member | 2019–2024 | Children’s hospital-affiliated group oversight |
| Gift of Adoption | Board member | 2019–present | Nonprofit governance |
| Women’s Health Access Matters | Board member | 2023–present | Women’s health advocacy governance |
| Keypath Education Holdings, LLC | Board member | 2016–2021 | Education technology governance |
| Aviv REIT | Director | 2012–2015 | Public REIT board experience |
Board Governance
- Independence: Roth is an employee director and not independent; Huron’s Board determined seven of nine directors are independent (Roth is not among them) .
- Committees: Roth does not serve on any Board committees (Audit; Compensation; Nominating & Corporate Governance; Technology & Information Security; Finance & Capital Allocation) .
- Attendance: 2024 Board held eight meetings; overall Board and committee attendance was 99%. All directors attended ≥75% of meetings; the Board practice encourages directors to attend all committee meetings even if not members .
- Leadership structure: Roles separated—Non‑Executive Chair (Hugh E. Sawyer), Executive Vice Chair (Roth), CEO/President (C. Mark Hussey) . Board declassification underway; all directors will be elected annually by the 2026 meeting .
- Clawback: Compensation Clawback Policy amended Feb 14, 2025 to allow recovery for certain misconduct (felony, fraud, moral turpitude, breach of fiduciary duty), beyond Dodd‑Frank requirements .
- Hedging/Pledging: Prohibited for directors, officers, employees; pledging and margin accounts barred under Insider Trading Policy .
Fixed Compensation
| Compensation Element (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $900,000 | As Vice Chairman; set by agreement |
| Retention Bonus | $740,000 | Third and final installment of 2021 three‑year COVID‑era retention award |
| Stock Awards (RSUs) – Grant Date FV | $180,013 | 1,811 RSUs granted Mar 1, 2024; 4‑year annual vesting |
| Other Benefits | $33,219 | Insurance and executive physical benefits |
| Total Fixed Compensation | $1,853,232 | Sum of fixed elements |
Performance Compensation
| Component | Target | Actual/Payout | Metric Basis | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Incentive (2024) | $900,000 | $1,035,000 (115% of target) | Determined by CEO based on Company/Mr. Roth performance (specific metrics not disclosed for Roth) | |
| Annual Equity Bonus (2024) | 20% of base ($180,000) | $180,013 RSUs | RSUs (time-based; no PSU metrics) | |
| PSU Metrics (NEOs for context) | — | — | Company-wide AIP used Organic Revenue and Adjusted EBITDA Margin; PSU LTIP tied to 3‑yr Revenues before reimbursable expenses and Adjusted Diluted EPS (Roth’s awards were RSUs, not PSUs) |
Note: Performance metrics driving Roth’s 2024 bonus were not specifically disclosed; RSUs are time-based (no performance hurdles) .
Other Directorships & Interlocks
- Current public company boards: None disclosed besides Huron .
- Prior public company board: Aviv REIT (2012–2015) .
- Interlocks/potential conflicts: No disclosed related-party transactions involving Roth; Audit Committee oversees related-person transactions. One late Section 16(a) Form 4 filing by Roth in 2024 (administrative compliance item) .
Expertise & Qualifications
- Financial, governance, and senior leadership expertise; CPA (inactive); extensive healthcare and higher education domain experience; recognized among Top 25 Most Influential Consultants by Consulting Magazine .
- Public company board experience and long-tenured leadership at Huron provide institutional knowledge and client-industry insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James H. Roth | 73,707 | <1% | Includes 3,855 shares held by a family LLC; excludes 3,711 unvested RSUs |
| Shares vesting within 60 days | Not disclosed for Roth | — | Footnotes identify vesting RSUs for other directors; Roth’s footnote notes exclusion of unvested RSUs |
| Ownership guidelines | — | — | Director stock ownership guideline applies to non‑employee directors (5x annual retainer). Roth, as an employee director, does not receive director compensation and is not included in non‑employee director guideline disclosure . |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging/pledging of Company stock . |
Governance Assessment
- Independence and committee engagement: Roth’s non‑independent, employee‑director status limits committee participation and formal independence, but his role as Executive Vice Chair focuses on client growth and leadership development—beneficial for strategy execution yet creates inherent management-board linkage. No committee memberships; governance guardrails include strong independent committee chairs and separation of chair/CEO roles .
- Pay-for-performance alignment: Roth’s bonus paid at 115% of target reflects performance assessment by CEO; equity grants are time-based RSUs rather than PSUs, reducing direct performance linkage for his equity vs. the NEO PSU structure—neutral-to-slight negative signal for pay risk, though his role is not an NEO and equity scale is modest ($180k) .
- Ownership alignment: Material personal stake (73,707 shares) and family LLC holdings support alignment; hedging/pledging prohibitions strengthen alignment .
- Red flags and mitigants:
- Minor red flag: One late Section 16 filing in 2024 (administrative) .
- No disclosed related-party transactions; robust clawback policy expanded in 2025 mitigates misconduct risk; declassification and high attendance bolster board effectiveness; strong say‑on‑pay support (98% in 2024) indicates investor confidence in compensation governance broadly .
- Employment terms: Roth Agreement provides limited severance (six months base, pro‑rata bonus, 12 months medical) and no enhanced change‑of‑control benefits after the initial term—shareholder-friendly constructs reducing parachute risk .
Director Compensation Context (for Board)
- Non‑employee director program: Annual cash retainer $75,000; Chair $160,000; annual RSU grant $170,000; ownership guideline 5x retainer. Employee directors (Roth, Hussey) receive no director compensation .