John D. Kelly
About John D. Kelly
Executive Vice President, Chief Financial Officer and Treasurer of Huron Consulting Group Inc. since January 3, 2017; age 49; with Huron since 2006 across finance leadership roles including Treasurer (2016), Chief Accounting Officer (2015–2017), Controller (2012–2015), Assistant Controller (2009) and prior Deloitte Assurance (senior manager). Education: B.S. and M.S. in Accounting, University of Notre Dame; CPA (Illinois, inactive). Huron’s 2024 performance delivered 9% RBR growth to $1.49B, adjusted EBITDA margin of 13.5% (+120 bps YoY), GAAP EPS up 97% to $6.27, adjusted EPS up 32% to $6.47, record cash flow, and 21% TSR; three‑year TSR was 149%. These outcomes underpin Kelly’s pay‑for‑performance program alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huron Consulting Group | EVP, CFO & Treasurer | 2017–present | Led finance amid accelerated growth, margin expansion and disciplined capital returns; oversight of reporting, capital allocation and investor communications. |
| Huron Consulting Group | Treasurer | 2016 | Strengthened liquidity and financing flexibility. |
| Huron Consulting Group | Chief Accounting Officer | 2015–2017 | Enhanced controls and reporting quality. |
| Huron Consulting Group | Controller; Assistant Controller | 2012–2015; 2009 | Built accounting infrastructure during scale‑up. |
| Huron Consulting Group | Director, Disputes & Investigations | ~2006–2009 | Led client engagements in manufacturing/services; forensic and advisory expertise. |
| Deloitte & Touche | Assurance & Advisory (Senior Manager) | Pre‑2006 | Public company audit and advisory rigor. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shorelight Holdings LLC | Director | Feb 2020–present | Exposure to education services and governance breadth. |
Fixed Compensation
Summary Compensation (reported)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 525,000 | 572,917 | 598,958 |
| Retention Bonus | 205,000 | 205,000 | 205,000 |
| Stock Awards (grant-date fair value) | 1,029,306 | 1,322,087 | 1,320,032 |
| Non‑Equity Incentive Plan Compensation (AIP) | 652,050 | 833,750 | 798,503 |
| All Other Compensation | 29,034 | 29,956 | 31,440 |
| Total | 2,440,390 | 2,963,710 | 2,953,933 |
Target Compensation Opportunities
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 575,000 | 600,000 |
| Target Annual Incentive (% of salary) | 100% | 115% |
| Target Long‑Term Incentive (% of salary) | 175% | 220% |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of 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% | Varies | Varies | Varies | See details | 106.5% |
| Total AIP Payout | 100% | — | — | — | — | 115.7% |
Strategic measures emphasized Grow Revenue, Grow Margins, Grow People, and Financial Strength; achievements included margin improvement (+120 bps), low turnover, strong engagement, and free cash flow/leverage goals; partial shortfalls occurred in commercial/digital/M&A revenue growth.
Long‑Term Incentives (PSUs; 70% of LTI) – 2022–2024 Cycle (paid March 1, 2025)
| Metric | Weight | Threshold | Target | Maximum | Actual (3‑yr) | Payout |
|---|---|---|---|---|---|---|
| Revenues before Reimbursable Expenses | 50% | $2.870B | $3.375B | $3.880B | $3.980B | 200% |
| Adjusted Diluted EPS | 50% | $9.15 | $10.75 | $12.35 | $14.81 | 200% |
| Total | 100% | — | — | — | — | 200% |
2024 LTI grants: PSUs (50/50 weighting on 3‑yr RBR and adjusted diluted EPS) plus RSUs vesting annually over three years; PSUs vest after the full 2024–2026 performance period.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 10, 2025) | 63,502 shares (<1%); excludes 7,090 unvested RSUs |
| Shares Outstanding (Record Date) | 17,921,212 shares |
| Ownership % (computed) | ~0.35% of shares outstanding (63,502 / 17,921,212) |
| Unvested RSUs | 1,852 (2022), 2,469 (2023), 3,984 (2024) |
| Unearned PSUs | 17,276 (2023 cycle, max estimate as of 12/31/24), 9,296 (2024 cycle, target estimate) |
| Options | None disclosed for Kelly as of 12/31/24 |
| Ownership Guidelines | CFO: 2x salary; all NEOs in compliance; must retain 60% of net shares from vest/exercise until guideline met |
| Hedging/Pledging | Prohibited under Insider Trading Policy (no hedging or pledging; no margin accounts) |
| Clawback | Amended Oct 27, 2023 and Feb 14, 2025; restatement recoupment; misconduct‑based recovery/forfeiture incl. equity |
| Capital Returns (dilution mitigation) | $122M repurchases in 2024 to offset equity grant dilution |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason (non‑CoC) | Cash equal to current annual base salary + current target bonus (lump sum) | Pro rata bonus for year of termination based on actual results (lump sum) | 12 months medical continuation | Pro rata vesting of PSUs for performance period |
| Termination without Cause or Resignation for Good Reason (Change of Control) | 1.5x (base salary + target bonus), lump sum | Pro rata target bonus for year of termination (lump sum) | 18 months medical continuation | Accelerated vesting of all outstanding equity grants awarded at or prior to CoC |
| Cutback (280G/4999) | Reduction to avoid excise tax; no tax gross‑ups |
Performance Compensation – Grant Detail and Vesting
| Grant Type | Grant Date | Shares/Units | Vesting | Value |
|---|---|---|---|---|
| PSUs (2024–2026 cycle; target) | Mar 1, 2024 | 9,296 | Vests after 3‑yr period, settles Mar 1, 2027 | $924,022 grant‑date fair value |
| RSUs (2024 grant) | Mar 1, 2024 | 3,984 | Vest annually over 3 years | $396,010 grant‑date fair value |
| PSUs (2022–2024 cycle; earned at 200%) | Mar 1, 2022 | 25,912 (earned) | Vested Mar 1, 2025 | $3,219,825 year‑end MV (at $124.26) |
Compensation Structure Analysis
- Shift toward at‑risk equity: 2024 increased target annual incentive (115% from 100%) and LTI (220% from 175%), allocating a greater proportion to performance‑based equity to strengthen pay‑for‑performance alignment.
- AIP payout sensitivity: In 2024, strong margin performance and strategic execution drove a 115.7% payout despite Organic Revenue near target; TSR cap did not apply as TSR was +21%.
- Equity vesting cadence and potential supply: Annual RSU vesting from 2022–2024 grants and the sizable 2022–2024 PSU vest (200% payout) create periodic settlement events; hedging/pledging is prohibited, mitigating leverage‑driven selling risk.
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay support: ~98% approval at the 2024 annual meeting underscored investor endorsement of NEO compensation design.
- Peer group methodology: 15 B2B service/software/healthcare peers with revenue 0.5x–2.5x and market cap 0.4x–4.3x Huron; Pay Governance serves as independent advisor; no specified percentile targeting.
Risk Indicators & Governance
- Clawback expanded to misconduct (including reputational harm) and restatements; double‑trigger CoC vesting; hedging/pledging prohibited; Section 280G cutback in place; no excise tax gross‑ups.
- Equity dilution offset by buybacks ($122M in 2024).
Investment Implications
- High pay‑for‑performance alignment: Elevated LTI weighting with rigorous PSU metrics (3‑yr RBR and adjusted EPS) and strong realized PSU payout (200%) indicate robust execution and shareholder value translation.
- Retention risk appears contained: Compliance with ownership guidelines (2x salary for CFO), multi‑year vesting schedules, and competitive target increases (AIP/LTI) support retention amid talent competition.
- Near‑term equity settlement overhang: The 2022–2024 PSU vest at 200% and ongoing RSU tranches could create episodic supply; however, hedging/pledging bans reduce leverage‑amplified selling risk.
- Change‑of‑control economics: 1.5x cash multiple plus full acceleration (double‑trigger) balance protection with shareholder‑friendly cutback, limiting golden parachute concerns.
Note: Attempt to retrieve recent Form 4 transactions via the insider-trades skill failed due to an authorization error; analysis above relies on proxy statement disclosures.