Huron Consulting Group Inc.HURN
Huron Consulting Group Inc. Stock Compensation Disclosure
Equity Incentive Plans
We grant share-based awards under the Company's 2012 Omnibus Incentive Plan (the “2012 Plan”) which permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock. Subsequent to the initial approval of the 2012 Plan and through December 31, 2025, our shareholders approved amendments to the 2012 Plan to increase the number of shares authorized for issuance to 6.3 million, in the aggregate. As of December 31, 2025, 1.6 million shares remain available for issuance under the 2012 Plan.
Since 2015, Huron has administered the Employee Stock Purchase Plan (the “ESPP”), which was formerly titled the Stock Ownership Participation Program. The ESPP is available to Huron employees below the managing director and principal levels who do not receive equity-based awards as part of their normal compensation plan. Under the ESPP, eligible employees contribute to the program through after-tax payroll deductions, which are then used to purchase shares of the Company’s common stock on certain designated purchase dates. Employees who purchase stock under the ESPP are granted restricted stock equal to 25% of their purchased shares. Vesting of the restricted stock is subject to both a time-based vesting schedule and a requirement that the purchased shares be held for a specified period. Subsequent to the initial approval of the ESPP and through December 31, 2025, our shareholders approved amendments to the ESPP to increase the total number of shares authorized for issuance to 1.1 million, in the aggregate. As of December 31, 2025, 0.3 million shares remain available for issuance under the ESPP.
It has been our practice to issue shares of common stock upon exercise of stock options and granting of restricted stock from authorized but unissued shares, with the exception of the ESPP under which shares are issued from treasury stock. Certain grants of restricted stock under the 2012 Plan may be issued from treasury stock at the direction of the Compensation Committee. The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and ESPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest.
Share-based awards outstanding under our 2012 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions.
Total share-based compensation cost recognized for the years ended December 31, 2025, 2024, and 2023 was $46.5 million, $45.1 million, and $45.7 million, respectively, with related income tax benefits of $9.1 million, $9.4 million, and $9.3 million, respectively. The $45.1 million of shared-based compensation cost recognized in 2024 included $0.5 million recorded to restructuring charges as it related to the modification of certain nonvested share-based compensation awards to accelerate vesting upon the completed sale of the Studer Education practice. As of December 31, 2025, there was $71.6 million of total unrecognized compensation cost related to nonvested share-based awards. This cost is expected to be recognized over a weighted average period of 2.9 years.
Restricted Stock
The grant date fair values of our restricted stock are measured based on the fair value of our common stock at grant date and amortized into expense over the service period. Subject to acceleration under certain conditions, the majority of our restricted stock vests annually over four years.
The table below summarizes the restricted stock activity for the year ended December 31, 2025.
| Number of Shares | Weighted Average Grant Date Fair Value (in dollars) | ||||||||||||||||||||||
2012 Omnibus Incentive Plan | Employee Stock Purchase Plan | Total | |||||||||||||||||||||
| Nonvested restricted stock at December 31, 2024 | 817 | 19 | 836 | $ | 78.68 | ||||||||||||||||||
| Granted | 293 | 18 | 311 | $ | 149.43 | ||||||||||||||||||
| Vested | (330) | (19) | (349) | $ | 72.14 | ||||||||||||||||||
| Forfeited | (63) | (2) | (65) | $ | 109.15 | ||||||||||||||||||
| Nonvested restricted stock at December 31, 2025 | 717 | 16 | 733 | $ | 109.10 | ||||||||||||||||||
The aggregate fair value of restricted stock that vested during the years ended December 31, 2025, 2024, and 2023 was $52.0 million, $40.3 million, and $27.6 million, respectively. The weighted average grant date fair value per share of restricted stock granted during 2024 and 2023 was $98.94 and $80.84, respectively.
Performance-based Share Awards
The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and/or company-wide performance goals. Following the performance period, certain awards are subject to the completion of a service period, which is generally an additional two years. These earned awards vest on a graded vesting schedule over the service period. For certain performance awards, the recipients may earn additional shares of stock for performance achieved above the stated target. The grant date fair values of our performance-based share awards are measured based on the fair value of our common stock at grant date. Compensation cost is amortized into expense over the service period, including the performance period.
The table below summarizes the performance-based stock activity for the year ended December 31, 2025. All nonvested performance-based stock outstanding at December 31, 2025 and 2024 was granted under the 2012 Omnibus Incentive Plan.
| Number of Shares | Weighted Average Grant Date Fair Value (in dollars) | ||||||||||
| Nonvested performance-based stock at December 31, 2024 | 421 | $ | 78.27 | ||||||||
Granted(1) | 223 | $ | 152.46 | ||||||||
| Vested | (275) | $ | 55.05 | ||||||||
Forfeited(2) | (89) | $ | 103.49 | ||||||||
Nonvested performance-based stock at December 31, 2025(3) | 280 | $ | 115.92 | ||||||||
(1)Of the 223,000 shares granted in 2025, 98,659 shares represent the additional shares earned above the stated target based on the achievement of specific financial goals in the prior year. The remaining shares granted in 2025 are presented at the stated target, which represents the base number of shares that could be earned. Actual shares earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.
(2)Forfeited shares include shares forfeited as a result of not meeting the performance criteria of the award as well as shares forfeited upon termination.
(3)Of the 280,000 nonvested performance-based shares outstanding as of December 31, 2025, 225,609 shares were unearned and subject to achievement of specific financial goals. Once earned, the awards will be subject to time-based vesting according to the terms of the award. Based on 2025 financial results, approximately 48,460 of the 225,609 unearned shares will be forfeited in the first quarter of 2026.
The aggregate fair value of performance-based stock that vested during the years ended December 31, 2025, 2024, and 2023 was $42.0 million, $25.9 million, and $5.9 million, respectively. The weighted average grant date fair value per share of performance-based stock granted during 2024 and 2023 was $99.40 and $80.89, respectively.
Performance-based Stock Options
Beginning in 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals. Following the performance period, these awards are subject to the completion of a service period of an additional two years. These earned awards vest on a graded vesting schedule over the service period. The performance-based stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. Compensation cost is amortized into expense over the service period, including the performance period. Our performance-based stock options have a contractual term of 7 years.
The fair values of the performance-based stock options granted during 2025, 2024, and 2023 were calculated using the Black-Scholes option pricing model using the following assumptions:
| 2025 | 2024 | 2023 | |||||||||||||||
| Black-Scholes performance-based option pricing model: | |||||||||||||||||
| Expected dividend yield | —% | —% | —% | ||||||||||||||
| Expected volatility | 35.0% | 40.0% | 40.0% | ||||||||||||||
| Risk-free rate | 4.0% | 4.2% | 4.4% | ||||||||||||||
| Expected option life (in years) | 4.5 years | 4.5 years | 4.5 years | ||||||||||||||
Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term.
Performance-based stock option activity for the year ended December 31, 2025 was as follows:
| Number of Performance-based Options (in thousands) | Weighted Average Exercise Price (in dollars) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 164 | $ | 72.44 | 5.0 | $ | 8.5 | |||||||||||||||||
Granted(2) | 24 | $ | 152.41 | ||||||||||||||||||||
| Exercised | (60) | $ | 62.97 | $ | 4.9 | ||||||||||||||||||
| Forfeited or expired | (33) | $ | 101.65 | ||||||||||||||||||||
Outstanding at December 31, 2025(1)(3) | 95 | $ | 88.26 | 4.4 | $ | 8.0 | |||||||||||||||||
| Exercisable at December 31, 2025 | 47 | $ | 60.94 | 3.6 | $ | 5.2 | |||||||||||||||||
(1)All of the outstanding performance-based stock options were granted under the 2012 Omnibus Incentive Plan.
(2)Performance-based stock options granted in 2025 are presented at the stated target, which represents the base number of options that could be earned. Actual options earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.
(3)Of the 95,000 outstanding performance-based stock options as of December 31, 2025, 21,710 were unearned and subject to achievement of specific financial goals. Once earned, the options will be subject to time-based vesting according to the terms of the award. Based on 2025 financial results, approximately 19,175 of the 21,710 unearned options will be forfeited in the first quarter of 2026.
The weighted average grant date fair value of the performance-based stock options granted during 2025, 2024, and 2023 was $54.23, $39.10, and $32.27, respectively. The aggregate intrinsic value of performance-based stock options exercised during 2024 and 2023 was $1.6 million and $0.8 million, respectively.
Time-vested Stock Options
In prior years, we have granted stock options to certain employees that are solely earned based on the completion of the stated service period. These time-vested stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. No time-vested stock option awards were granted in 2025, 2024, or 2023. Subject to acceleration under certain conditions, these time-vested stock options vest annually over four years. Our time-vested stock options have a contractual term between 7 and 10 years.
Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term.
Time-vested stock option activity for the year ended December 31, 2025 was as follows:
| Number of Time-vested Options (in thousands) | Weighted Average Exercise Price (in dollars) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 25 | $ | 52.49 | 3.8 | $ | 1.8 | |||||||||||||||||
| Exercised | (25) | $ | 52.49 | $ | 2.6 | ||||||||||||||||||
Outstanding at December 31, 2025(1) | — | $ | — | — | $ | — | |||||||||||||||||
| Exercisable at December 31, 2025 | — | $ | — | — | $ | — | |||||||||||||||||
(1)All of the outstanding time-vested stock options were granted under the 2012 Omnibus Incentive Plan.
No time-vested stock options were granted in 2025, 2024, and 2023. The aggregate intrinsic value of time-vested stock options exercised during 2023 was $1.5 million. No time-vested stock options were exercised in 2024.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.