UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Heidrick & Struggles International, Inc.

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LETTER TO STOCKHOLDERS

April 15, 2022

Dear Fellow Stockholders,

Last year was an extraordinary year for Heidrick & Struggles. We maintained a laser focus on our growth initiatives as we continued to transform our business, and we delivered exceptional results and an important financial milestone in 2021 – more than $1 billion in net revenue – with impressively higher profitability.

Our record performance demonstrated that our differentiated growth strategy is working well. We continue to grow our core businesses, while we further expand our services and offerings, and invest in and develop new innovative digital capabilities for the future. In 2021, we created long-term value for our stockholders and clients by concentrating on four key areas:

In addition to our outstanding business and financial results, we made important strides in our ESG (Environmental, Social and Governance) efforts, publishing our first-ever ESG report and providing an in-depth look into our sustainability activities, while also outlining a firm commitment to substantially offset our carbon impact.

On the macro front, 2021 was a revolutionary year for leadership and human capital. Around the world, the ways in which we led our organizations and how we did our work were forever changed. Today, companies across all industries and regions are facing complex talent and human capital challenges and opportunities, including: developing boards and leaders of the future; maintaining inclusive cultures amidst new hybrid work models; exploring new ways of working, such as with independent talent on an on-demand basis for interim executive roles or project-based assignments; and using insights and AI to enable more agile, future-focused leadership and talent development. With our deliberate, strategic focus on growth and diversification and the incredible agility, resiliency and professionalism of our team, we are well positioned to serve and empower our clients to develop high-performing leaders, teams and organizations globally. As we look ahead to the future, our firm is on its front foot, moving forward, and we see tremendous opportunity for Heidrick & Struggles.

In closing, I want to thank our colleagues around the world for their hard work and remarkable dedication to serving our clients and supporting each other in all that we do. I also want to thank our clients and stockholders for the trust they have placed in our firm and our purpose-driven work – to help our clients change the world one leadership team at a time. Finally, I want to take this opportunity to thank Laszlo Bock, who as previously announced, will not stand for reelection as a director this year. Laszlo provided valuable leadership and counsel to me and our Board of Directors on a wide range of topics, including our technology transformation and managing through the COVID-19 pandemic, as we worked closely with our clients to help them continue developing high-performing teams and thriving cultures.

This year we will conduct our Annual Meeting in a virtual format. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/HSII2022 where you will be able to listen to the meeting live, submit questions and vote. Information about attending the 2022 Annual Meeting and voting your shares may be found in the Notice of 2022 Annual Meeting of Stockholders and proxy statement. The Notice of the 2022 Annual Meeting of Stockholders and proxy statement contain details of the business to be conducted at the upcoming Annual Meeting.

Your vote is very important to us. Whether or not you plan to attend the 2022 Annual Meeting online, we encourage you to vote promptly. You can vote via the internet, by telephone, by mail or by attending and voting online during the Annual Meeting. We hope that you vote your shares, which in turn helps us ensure that our corporate governance practices, decisions and strategy all remain aligned with the priorities of our stockholders and other stakeholders. Regular, transparent interaction with our stockholders is a cornerstone of our corporate governance practices.

On behalf of our Board, we thank you for your continued confidence and investment in our firm as we focus on driving forward our differentiated growth strategy and delivering long-term, sustainable value to all of our stakeholders.				Sincerely,   Krishnan Rajagopalan President and Chief Executive Officer

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS OF HEIDRICK & STRUGGLES INTERNATIONAL, INC.

TABLE OF CONTENTS

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the “Board”) of Heidrick & Struggles International, Inc. (“Heidrick & Struggles,” “Heidrick,” the “firm” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held on May 26, 2022 (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/HSII2022. We began distributing these proxy materials to our stockholders on or about April 20, 2022.

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2021, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the Company’s 2021 performance, please review the Company’s Form 10-K for the year ended December 31, 2021.

PROXY STATEMENT SUMMARY

2021 BUSINESS HIGHLIGHTS

2021 was an exciting year of geographic expansion and industry-leading productivity in Executive Search, increased demand for our broad array of leadership, organizational effectiveness and culture shaping offerings from Heidrick Consulting, the addition of our high-growth On-Demand Talent business segment and the initiation of a partnership for future digital innovation. Our record results demonstrate that our differentiated strategy is working. As a result, Heidrick ended 2021 with:

2021 ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE (“ESG”) HIGHLIGHTS

In addition to record-breaking financial results, in 2021 we also made important strides in ESG. We published our first-ever ESG report, which provides an in-depth look into our ESG initiatives, outlines a firm commitment to expand our efforts to reduce our carbon footprint and begin to substantially offset our carbon impact, and highlights our continued efforts internally and with our clients globally to build more effective and representative organizations. We are proud to share the progress we have been making on our ESG initiatives through the work and investments we have undertaken to lessen our impact on the environment, advance diversity and inclusion and innovate across our business to drive an increasingly sustainable business model for the future. At Heidrick & Struggles, we hold ourselves to the highest standards, and as a premier provider of leadership advisory services, people are at the center of all we do. Using our culture as a differentiator to attract, develop and retain the highest-performing talent and build a more diverse and inclusive firm is a strategic priority.

As trusted advisors in boardrooms around the globe, one of the most consequential conversations taking place and that we have the privilege of helping to shape is around sustainability and ESG issues.

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Some highlights from our 2021 ESG efforts include:

2021 COMPENSATION HIGHLIGHTS

2021 Compensation Best Practices

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Key Elements of 2021 Executive Compensation Program

2021 CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to regularly monitoring and evaluating best practices and new developments in corporate governance against our current practices to promote long-term value and strengthen Board and management’s accountability to our stockholders, clients and other stakeholders. Highlights of our corporate governance framework, include the following:

Number of director nominees:				7			Board and committee oversight of human capital management and other ESG programs and disclosures
Percentage of independent director nominees:				85.7	%		Annual Board, committee and director evaluations
Directors attended at least 75% of meetings							Risk oversight by full Board and committees
Annual election of directors							Stock ownership guidelines for directors and executive officers
Independent Chairman of the Board							Annual talent management and succession planning for the CEO and his direct reports
Regular executive sessions for independent directors

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2022 DIRECTOR NOMINEES HIGHLIGHTS

PROPOSALS SUBMITTED TO VOTE AT THE ANNUAL MEETING AND VOTING RECOMMENDATIONS

We will also act upon any other business as may properly come before the Annual Meeting and any adjournments or postponements of that meeting. The Board or proxy holders will use their discretion on other matters that may arise at the Annual Meeting.

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WHO WE ARE

				Heidrick is a leadership advisory firm, providing executive search, leadership consulting and on-demand talent services to businesses and business leaders worldwide by helping them improve the effectiveness of their leadership teams. More specifically, the Company provides these services through the expertise of over 430 consultants located in major cities around the world. We are a publicly traded company with shares listed on the Nasdaq Stock Market.   At our core, we help boards and leadership teams be successful. We place importance on building strong partnerships with our clients to help them achieve their talent and human capital objectives and be successful. The aim of these services is to create leaders, teams and companies that thrive. Our service offerings include:

EXECUTIVE SEARCH

We partner with our clients – respected organizations across the globe – to help them build and sustain the best leadership teams in the world, with a special focus on placing top-level senior executives. Through our unique relationship-based, data-driven approach, we help our clients find the right leaders, set them up for success and accelerate the performance of themselves, as well as their teams and organizations.

We form cross-sector consultant search teams for each client to offer geographical knowledge, industry insights or expertise based on the particular role the client is looking to fill. By taking advantage of our global presence in this way, we believe we are able provide our clients with best-in-class market intelligence and service.

Our Executive Search consultants work at the top and specialize in searches for Boards of Directors and the C-suite, including roles such as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Digital Officer and Chief Human Resources Officer, as well as for functional officers in areas like Information and Technology, Legal, Risk, Compliance and Government Affairs, Marketing, Sales and Strategy and Supply Chain and Operations. We also see growing demand for executive searches related to Diversity, Equity and Inclusion, Sustainability, Social Impact, Biopharmaceuticals, Disruptive Healthcare, Medical Technology and Private Equity.

HEIDRICK CONSULTING

We partner with organizations through Heidrick Consulting to unlock the power of their people. Our tools and experts use data and technology to bring science to the art of human capital development and organizational design. Our services allow our clients to accelerate their strategies and the effectiveness of individual leaders, teams and organizations as a whole.

Heidrick Consulting offers our clients groundbreaking approaches to human capital development through a myriad of solutions, ranging from leadership assessment and development, team and organization acceleration, digital acceleration and innovation, diversity and inclusion advisory services and culture shaping. Applying our deep understanding of the behaviors and attributes of leaders across many of the world’s premier companies, we guide our clients as they build a thriving culture of future-ready leadership. These premium services and offerings, which complement our Executive Search expertise, significantly contribute to our ability to deliver a full-service human capital consulting solution to our clients.

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ON-DEMAND TALENT

In April 2021, we acquired Business Talent Group, LLC (“BTG”), a market-leader in sourcing high-end, on-demand independent talent. Our on-demand services provide clients seamless on-demand access to top independent talent, including professionals with deep industry and functional expertise for interim leadership roles and critical, project-based initiatives. We believe our unique model delivers the right independent talent on demand by blending proprietary data and technology with a dedicated Talent Solutions team.

ENVIRONMENTAL STEWARDSHIP, SOCIAL AND GOVERNANCE (“ESG”)

				At Heidrick, we help our clients change the world, one leadership team at a time.   Heidrick recognizes the importance of ESG issues to stockholders and formed a global cross-functional team, including members of our Legal Department, Human Resources Department and Sustainability practice, among others, to evolve and monitor our ESG efforts.   Our Nominating and Board Governance Committee of the Board is responsible for reviewing and making recommendations to the Board regarding the Company’s ESG programs and disclosures.   Our ESG priorities are centered around six foundational pillars which have both internal and client-facing significance, as outlined further below.

HOW WE CHAMPION ESG

At Heidrick, we are on the same ESG journey as our clients. In April 2021, we launched our inaugural ESG Report to outline our efforts and disclose progress across ESG initiatives. In tandem, we announced our partnership with Indigo Ag, to work closely together to begin addressing our carbon emissions, further strengthening our commitment to developing a sustainable business model and setting a plan for our carbon removal efforts. As part of our ongoing partnership, Heidrick began purchasing verified carbon offset credits, which are expected to increase through the coming years and offset at least 45% of our 2019 carbon emissions by 2023.

Referencing both Global Reporting Initiative (“GRI”) and the Value Reporting Foundation Sustainability Accounting Standards Board (“SASB”) frameworks, our ESG Report delves, in-depth, into Heidrick’s commitment to serving client needs, leading on diversity and inclusion, supporting our employees and communities where we work and prioritizing environmental sustainability.

For our complete ESG story, the Company’s latest ESG Report can be found here: https://investors.heidrick.com/static-files/518a94ad-8473-4268-8cd2-a6665ac4d731. The information contained in the Company’s ESG Report, or otherwise on or connected to the Company’s website, is not incorporated by reference into this proxy statement and should not be considered part of this or any other report filed with the SEC.

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SERVING CLIENTS: FINDING LEADERSHIP SOLUTIONS FOR SUSTAINABLE, DIVERSE AND INCLUSIVE BUSINESSES

Since 2017, we have conducted over 1,000 ESG related executive search and consulting assignments – representing one of the fastest growing segments of our business. In 2021, we completed approximately 270 ESG related assignments, partnering with our clients, candidates, employees and communities to make the world a better place. Our Sustainability Practice focuses on sustainability officer roles, board placements focused on sustainability, sustainable product or service businesses, businesses working to embed sustainability into their strategy, sustainable assets managers, private equity funds, not-for-profit and philanthropic organizations, development banks and others.

Our Diversity, Equity & Inclusion (“DE&I”) consulting practice has a proven track record of accelerating our clients’ performance by increasing diversity, addressing equity and promoting inclusion. As the industry’s authority on leadership and human capital, we take a business-focused, data-driven, and leader-led approach where DE&I not only fosters positive change, but also drives performance and growth. Our DE&I offerings provide strategic advisory services through data-driven insights designed to accelerate performance.

DRIVING CHANGE WITHIN OUR FIRM: OUR OWN DE&I JOURNEY

DE&I is embedded in everything we do and believe in as a firm. We are committed to fostering an inclusive workforce, where diverse backgrounds are represented, engaged and empowered to make meaningful contributions. Our firm values differences in ability, ethnicity, perspectives, gender, geography and sexual orientation. At Heidrick, diversity is not just a politically or socially responsible goal for our firm, it is a business imperative. As a result, we proactively recruit, develop and work to retain diverse talent across all levels of our firm.

At Heidrick, we have created affinity groups to help nurture an inclusive and collaborative culture that enables everyone to reach their potential and fully contribute to our success as one firm. These affinity groups, called Employee Resource Groups (“ERGs”), are internal networks of employees who work to provide professional development and business insights around a common interest in order to improve the employee experience. Each group has its own global or regional representation. Each of our ERGs are fully independent in order to create a trusting and safe environment for other members. Our current ERGs include:

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PEOPLE: WINNING TEAMS COME FROM AN EXTRAORDINARY CULTURE

As leaders in helping clients attract, develop and retain great talent, we are constantly learning and promoting management best practices, which we also seek to incorporate into our own firm. We therefore strive to create an open, inclusive and committed culture where our employees find fulfillment through their jobs and can deliver their best because they feel safe bringing their whole selves to work. This work begins by implementing policies and programs that support our employees’ success by creating a welcoming environment that is free from harassment, and provides growth opportunities, as well as health and wellness benefits.

Our organization is governed according to our values and ethics by our Board of Directors and management team. Through its committee meetings and regular interactions with senior leadership, our Board of Directors provides strategic direction to our Executive Search, Heidrick Consulting and On-Demand Talent operations while encouraging the development of new initiatives to ensure we continuously strive to meet stakeholder needs and set industry standards.

We are committed to the professional development of our employees and promoting a continuous learning culture within our firm. Our learning and development programs have been created with the goal of providing our employees with resources on business development, account management, client service and strengthening leadership skills. In addition to building personal and professional capabilities, these programs set a standard for the behaviors that will help us realize our business goals and strategies.

In 2021, our Learning & Development team delivered over 12,800 hours of aggregate live training to our colleagues globally throughout the year across all programs. We continued with a virtual format due to the COVID-19 pandemic. Our learning catalog outlines dozens of live, virtual programs and thousands of eLearning courses designed to help build and enhance employee leadership, business acumen and business development skills. These programs are continually updated to reflect best practices and feedback received from employees.

COMMUNITY: LENDING A HAND TO OUR NEIGHBORS

We strongly believe that the benefits of our success and scale should enrich all of our stakeholders, especially the communities in which we operate. We are committed to being responsible global and corporate citizens by positively contributing to the communities in which we work and live. In 2021:

ENVIRONMENTAL SUSTAINABILITY: SHRINKING OUR CARBON FOOTPRINT

As one of the world’s largest executive recruiting and leadership advisory firms, we recognize the impact our offices and operations have on the planet, and we acknowledge our responsibility to reduce our environmental impact where possible. We care about our communities – local and global – and we are committed to measuring our impact on the world, creating transparency around our activities and pursuing environmental sustainability initiatives.

In 2019 we began studying our carbon footprint which shrank considerably in 2020 and 2021 as we transitioned to serving clients virtually due to the pandemic. In 2020, as most of our employees began working remotely under our newly formalized hybrid workplace philosophy, we began to reassess our total real estate footprint. We entered 2020 with 441,084 rentable square feet. Since 2020, we have successfully reduced our square footage to roughly 330,000, a 111,084 reduction in square footage or roughly 26% of our real estate footprint. With office shrinkages occurring, it has also given us the opportunity to recycle furniture throughout our various offices.

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Currently, Heidrick serves clients through a network of 49 offices in 28 countries. We lease space in over 20 green buildings across the globe, including many LEED buildings in the U.S. We pursue environmental sustainability initiatives when building and maintaining our offices globally. When assessing our lease renewals and moves, we take into consideration the type of green or LEED certified building and how it impacts our carbon footprint. When building or renovating our offices, we prioritize working with vendors and suppliers who produce eco-friendly products, and we are constantly looking to add natural greenery into our offices around the world.

In addition to reducing our footprint through office square footage and reductions in business travel due to the pandemic, we have proactively addressed our carbon emissions by purchasing verified carbon offset credits, which will increase through the coming years to further offset our carbon emissions.

STAKEHOLDER ENGAGEMENT: REACHING BEYOND OUR FOUR WALLS

We aspire to create deeper partnerships with organizations to drive and advance our purpose and our values throughout the world. As a result, we engage with the following stakeholders:

We additionally have relationships with a broad array of respected global organizations that guide us in our journey including: The Economist Intelligence Unit, Fortune Magazine, The Executive Leadership Council, the National Association of Corporate Directors, Nasdaq, the Hispanic Association on Corporate Responsibility, the World Economic Forum, Stanford University, the Latino Corporate Directors Association, the World Bank, INSEAD, the New World Alliance, the University of Oxford, Paradigm for Parity, ION and Catalyst.

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Governance

Heidrick understands that corporate governance is not static, and as a result, we regularly monitor and evaluate best practices and new developments in corporate governance against our current practices. The value proposition of good governance extends beyond our own internal practices, as we serve as a trusted advisor to boards and C-suites on myriad issues. Heidrick offers its clients an integrated suite of services and advisory expertise at the CEO and board level, ranging from the acquisition of talent to longer-term Succession Planning, Board Dynamics and Culture Shaping.

Heidrick has built its reputation over the course of several decades on its core value of always acting with integrity. Our commitment to the highest levels of integrity and transparency in our business allows our investors to better assess risk and the value of our Company. Internally, Heidrick’s governance requires oversight at all levels. Heidrick invests in its people who are responsible for keeping careful watch over the Company’s assets – whether they are monetary in value, confidential data assets or other assets entrusted to the Company.

Heidrick is committed to translating our values and strategy into measurable results in order to improve our own performance on ESG issues that are material to our stockholders, the clients we serve, the candidates and participants with whom we interact and engage, and others with whom we work every day.

BOARD STRUCTURE

The current members of the Board of Directors are: Elizabeth L. Axelrod, Laszlo Bock, Mary E. G. Bear, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan, Stacey Rauch and Adam Warby. Mr. Bock will not be standing for reelection to the Board at the Annual Meeting. As a result, following the Annual Meeting, our Board will have seven members. Proxies cannot be voted for a greater number than the number of nominees named.

The Board met six times during 2021. Each current member of our Board of Directors (individually, “director”, and together, “directors”) attended at least 75% of all of the meetings of the Board and committee(s) on which they served. Pursuant to our Director Attendance at Annual Meetings Policy contained in our Corporate Governance Guidelines, all directors are expected to make every effort to attend the Company’s annual meeting of stockholders, and all of them did so in 2021. The Company believes that annual meetings provide an opportunity for stockholders to communicate with directors.

BOARD DIVERSITY MATRIX

The below matrix outlines the gender and demographic diversity of the current members of our Board, in accordance with Nasdaq’s board diversity disclosure rules.

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BOARD LEADERSHIP

The Board does not have a fixed policy regarding the separation of the offices of Chairman of the Board (the “Chairman”) and CEO and believes that it should maintain the flexibility to select the Chairman and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and our stockholders. In the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and our stockholders. For this reason, our Board evaluates issues that may be relevant to our leadership structure as part of our annual Board evaluation process.

Mr. Adam Warby has served as our independent Chairman since June 6, 2019. The Chairman’s duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the Board’s independent directors, and facilitating communications among the other members of the Board. This structure also allows the CEO to focus his energies on the management of the Company. We believe this structure provides strong independent leadership and oversight for our Company and our Board, while positioning our CEO as the leader of the Company for our investors, counterparties, employees and other stakeholders.

Every director on our Board, other than our CEO, is independent. We believe that the number of independent, experienced directors that make up our Board benefits our Company and our stockholders.

DIRECTOR INDEPENDENCE

We determine the independence of all non-employee directors in accordance with the independence requirements of our Corporate Governance Guidelines, our Director Independence Standards, our Related Party Transaction Policy and the rules of the Nasdaq stock market (“Nasdaq Rules”). Our Corporate Governance Guidelines, our Director Independence Standards and Related Party Transaction Policy can be found at https://investors.heidrick.com/corporate-governance.

Pursuant to the policies listed above, we affirmatively assess whether each director has a relationship that would interfere with the exercise of independent judgment pursuant to these policies and corporate governance best practices.

In addition to the Nominating and Board Governance Committee’s review, the Board conducts an annual review of director independence, during which the Board also considers transactions, relationships and arrangements between each director or an immediate family member of the director and each of the Company and our executive officers.

The Board has determined that each of the following non-employee directors who served during the last completed fiscal year qualifies as “independent” in accordance with the above listed guidelines, standards and rules: Elizabeth L. Axelrod, Laszlo Bock, Mary E. G. Bear, Clare M. Chapman, Lyle Logan, T. Willem Mesdag, Stacey Rauch, and Adam Warby. As Krishnan Rajagopalan is employed by Heidrick as our President and CEO, he does not qualify as independent.

BOARD COMMITTEES

The Board has three standing committees: the Audit & Finance Committee (“AFC”), the Human Resources and Compensation Committee (“HRCC”) and the Nominating and Board Governance Committee (“NGC”). We have reviewed and determined that each of the members of the standing committees is independent under the provisions of our Corporate Governance Guidelines, our Director Independence Standards, our Related Party Transaction Policy and Nasdaq Rules. The Board has approved a written charter for each standing committee, which we review annually and revise as appropriate. The charters define each committees’ roles and responsibilities. The charters are available on our website at: https://investors.heidrick.com/corporate-governance.

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The table below outlines membership and the frequency of meetings for each Board committee in 2021.

Name		AFC		HRCC		NGC
Elizabeth L. Axelrod						Chair
Laszlo Bock				Chair
Mary E. G. Bear
Lyle Logan
T. Willem Mesdag		Chair
Krishnan Rajagopalan (CEO)
Stacey Rauch
Adam Warby (Chairman)		Ex Officio
Number of Meetings in 2021		7		4		4

The Chairman is an ex officio member of the respective committees but is excluded from discussions regarding Chairman compensation. Additionally, the CEO is permitted to attend committee meetings only at the invitation of the respective committee. Accordingly, the CEO is not permitted to attend committee meetings when the independent directors meet in executive session, such as when independent directors conduct performance evaluations or discuss the compensation of the CEO, or any other portion of any committee meeting that the independent directors deem appropriate to conduct outside of the CEO’s presence for any reason.

		AUDIT & FINANCE COMMITTEE (“AFC”)   The AFC serves as an independent committee to assist in Board oversight of:

AFC
The integrity of the Company’s financial statements
The Company’s compliance with legal and regulatory requirements
The independent registered public accounting firm’s appointment, retention, qualifications and independence
The Company’s risk, compliance and internal audit functions
The review and recommendation to the Board concerning the payment of dividends
The review of all related party transactions reported to the AFC by the NGC for appropriate financial statement disclosure

In addition, the AFC consults with the NGC on the adequacy of the Code of Ethics, reviews the Company’s procedures for detecting violations of and ensuring compliance with the Code of Ethics and reviews violations and waivers of the Code of Ethics. Each member of the AFC is able to read and understand fundamental financial statements (as required under Nasdaq Rules) and meets the heightened standards of independence for audit committee members pursuant to the rules and regulations of the SEC (the “SEC Rules”). Messrs. Mesdag and Logan each qualify as an “audit committee financial expert” within the meaning of the SEC Rules, and both are presumed to be financially sophisticated for purposes of the Nasdaq Rules.

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		NOMINATING AND BOARD GOVERNANCE COMMITTEE (“NGC”)   The NGC serves as an independent committee to assist the Board in determining:

NGC
The criteria for directors and the recommendation of nominees for election to the Board
Committee membership recommendations
The independence of directors and committee members under applicable standards
The Company’s corporate governance policies, including the Corporate Governance Guidelines and Code of Ethics
The form and amount of director compensation
Oversight of other board memberships/limits on directorships
CEO Succession
The Company’s ESG programs and disclosures

In addition, the NGC coordinates and assists the directors, the Board and its Committees with their annual evaluations. The NGC also reviews and approves related party transactions in consultation with the AFC. All of the members of the NGC are independent within the meaning of the Nasdaq Rules and the Company’s Corporate Governance Guidelines, Director Independence Standards, and Related Party Transaction Policy, which can be found at https://investors.heidrick.com/corporate-governance.

		HUMAN RESOURCES AND COMPENSATION COMMITTEE (“HRCC”)   The HRCC serves as an independent committee to assist in Board oversight of:

HRCC
Administering, recommending and approving all elements of compensation for the CEO and other Executive Officers
Adopting, administering and approving equity-related incentives and awards under the Company’s equity compensation plans
Reviewing and approving terms of employment, severance or other compensation-related agreements for any Executive Officer or key employee
Approving the peer group used for the executive compensation benchmarking purposes
Providing oversight and risk assessments in connection with Company-wide compensation programs
Providing guidance on strategically critical human capital matters
Review annually, in consultation with senior management, the Company’s diversity and inclusion practices, key metrics, and talent pipelines, including succession plans for the CEO’s direct reports

Each member of the HRCC meets the qualifications for compensation committee members pursuant to the Nasdaq Rules and is a “non-employee director” within the meaning of SEC Rule 16b-3.

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BOARD OVERSIGHT OF CORPORATE STRATEGY

Our Board takes an active role with management to formulate and review our long-term corporate strategy, including major business and organizational initiatives, growth opportunities and capital allocation priorities. On a quarterly basis the Board is provided a strategic update and management and the Board conduct an in-depth review of different aspects of the corporate strategy. Additionally, on an annual basis the Board and management conduct an in-depth, comprehensive review of the progress made against our strategic goals for the short and long-term.

BOARD OVERSIGHT OF RISK

Management is responsible for the day-to-day management and assessment of risk at the Company, including communication of the most material risks to the Board and its committees. The Board provides oversight over the risk management practices implemented by management, except for the oversight of risks that have been specifically delegated to a committee of the Board. Even when the oversight of a specific area of risk has been delegated to a committee, the full Board maintains oversight over such risks through the receipt of reports from the respective committee chair to the full Board at each regularly scheduled full Board meeting. In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over a particular risk, even if the risk was initially overseen by a committee.

In its risk oversight role, the Board assesses whether the risk management processes and policies designed and implemented by management are adequate and functioning as designed. The Board performs its risk oversight function primarily through its committees as well as reports the Board receives directly from management.

ENTERPRISE RISK

Management undertakes a regular review of a broad set of enterprise risks across the Company’s business and operations to identify, assess, prioritize and manage potential issues. Specific emphasis is placed on identifying those risks that could have the highest impact to the Company and its operations, and the highest likelihood of risk occurrence. Management’s risk assessment also takes into account input from the internal audit function which reports regularly to the AFC, and the Board receives ongoing updates from risk professionals on trends in risk management and in new risks facing the business.

The AFC is responsible for assisting the Board in its responsibility to oversee our enterprise-level risk profile, monitor the processes and systems of enterprise risk management, and mitigate enterprise-wide risks facing the Company, including but not limited to financial, economic, cybersecurity, technology, legal and compliance, operational, reputational, strategic and competitive, talent and ESG related risks.

The directors have direct access to risk professionals. As part of management’s risk identification and mitigation efforts, along with the annual plans for managing and, where appropriate, mitigating significant Company risks that the Board receives, management has created an Incident Response Plan (“IRP”) framework for review and discussion with the Board. The IRP framework articulates the reporting obligations for management to inform the Board of significant incidents and, where appropriate and possible, describe and delineate the Board and/or committee obligations with respect to such incidents, including identifying incidents requiring immediate Board oversight and input.

COMPENSATION RISK

The Company completes an inventory of its executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this inventory, the Company evaluates the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. Based on the Company’s assessments, the Company has determined that none of its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Moreover, the HRCC at least annually conducts a risk assessment to determine whether the Company’s incentive compensation plans encourage excessive or inappropriate risk taking, and whether the risks arising from the Company’s compensation plans policies and programs for its employees are reasonably likely to have a material adverse effect on the Company. The Company believes that its overall cash versus equity pay mix, variable versus fixed pay elements, balance of shorter-term versus longer-term performance-focused and revenue-focused (versus profit-focused) performance measures, stock ownership guidelines and use of

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compensation “claw-backs” work together to provide its employees and executives with incentives to deliver outstanding performance to build long-term stockholder value, while taking only necessary and prudent risks.

CODE OF ETHICS

The Board has adopted a Code of Ethics (the “Code”) that applies to all of the Company’s employees, officers and directors, as well as independent contractors working on behalf of the Company. Through our Code, we establish clear ethical and professional guidelines, and work though several mechanisms to hold the Company collectively to the highest professional ethical standards.

The Code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and also meets the requirements of a “code of business conduct and ethics” under Nasdaq Rules. All employees generally are required to certify that they have reviewed and are familiar with the Code annually. The Code can be located in its entirety on the Company’s website at https://investors.heidrick.com/corporate-governance.

ETHICSLINE

The Board also has established the Heidrick & Struggles EthicsLine (the “EthicsLine”), a service that provides a mechanism for reporting to the Company alleged breaches of any legal or regulatory obligations, financial fraud, including accounting, internal controls and auditing, or any alleged violation of the Code or corporate policies. The EthicsLine is a web-based and telephonic reporting hotline available to all Company employees, contractors, vendors, stockholders, clients or other interested parties. The EthicsLine is administered by an independent third party that is separate from Heidrick and specializes in running whistleblower hotline programs for multinational companies. Calls are not recorded and callers may remain anonymous. The EthicsLine is operational 24 hours a day, seven days a week. To contact the EthicsLine, you may dial 800-735-0589 toll-free in the U.S. or 704-731-7242 outside the U.S. or by visiting www.Heidrick.ethicspoint.com. All such communications received through the EthicsLine are handled in accordance with the procedures established by the AFC.

DATA PRIVACY

Data is critical to our business. Trust in how we handle that data is essential. We continue to build awareness and expertise around data ethics as we develop new and innovative ways of working with data and focus on a privacy by design approach globally, with our core values of integrity and respect being central to our approach.

Our clients, candidates and participants have growing expectations and interest in how data is handled, and we have responded by equipping our staff with the knowledge, resources and subject matter experts to ensure we can meet those needs. We continue to integrate data ethics training and awareness across the business, in addition to mandatory annual security training for all staff. It is important that all our staff understand and take responsibility for their actions when handling data. We also continue to evolve our approach to data governance, working across multiple functions to build a consolidated and systematic approach to data protection. As a proud leader in our industry, we strive to set an example of best data privacy practices.

Heidrick is privileged to interact with hundreds of thousands of individuals as they go on a professional journey of assessment, development and potentially new roles. This is something we do not take for granted. We are subject to federal, state, and foreign laws regarding privacy and protection of people’s data, including the EU’s and UK’s General Data Protection Regulation (“GDPR”). We have a global privacy program to facilitate our ongoing efforts to comply with global privacy regulations, including GDPR and other rapidly emerging privacy and data protection laws in countries such as China and the UK, or states in the U.S. such as California, Virginia and Colorado.

As an international business, we focus on staying apprised of local developments for privacy and data protection laws across the globe. As part of our response to new laws enacted in China in 2021, we introduced a Withdrawal of Consent option for residents in China. Additionally, we will introduce new standard contractual clauses in response to changes in EU law. As part of our data governance processes, we periodically assess our data privacy compliance program with external experts to review and focus our future plans. We will continue our efforts to make our dealings in relation to personal data transparent, empowering individuals to make informed choices in the process.

We maintain a Data Subject Rights Hotline designed to enable our data subjects to easily submit a Data Subject Rights request. The Data Subject Rights Hotline is a telephonic reporting hotline administered by a third party that is separate and independent of

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Heidrick and specializes in running compliance hotline programs for companies throughout the U.S. The Data Subject Rights Hotline is operational 24 hours a day, seven days a week. Data subject rights requests may be submitted by visiting www.heidrickdsr.ethicspoint.com, or by calling our U.S. and Canada toll-free number: 1-844-916-1329. Country specific privacy email contacts have also been set up for China and our Data Protection Representative in Europe, in addition to our global privacy email contact, all of which may be located on our website: https://www.heidrick.com/en/privacy/privacy-notice-english.

INFORMATION SECURITY AND CYBERSECURITY

Confidentiality and information security are core to our corporate vision and values. It takes a combination of people, technical safeguards and processes to protect information for which we are responsible. Our security program, policies, standards, processes, tools and talent are aligned with the purpose of preventing and mitigating any potential data leakage. We also continually evaluate operating effectiveness of our security measures. Some key safeguards we have undertaken include, but are not limited to:

The AFC, comprised entirely of independent directors, assists the Board in its responsibilities of overseeing that the Company has established, documented, maintained and periodically reevaluates its processes with respect to cybersecurity. Management briefs the AFC on cybersecurity matters no less than once per year, and in 2021 Management provided cybersecurity updates to the AFC and/or Board four times during the course of the year. Further, the Company’s enterprise level IT general controls are audited annually by the Company’s internal audit function and the Company’s independent registered public accounting firm, RSM US LLP.

The Company also maintains a cyber enterprise risk management insurance policy, which would potentially defray some of the costs associated with a breach. In the last three years, the Company has not experienced an information security breach, and as a result, the Company’s net expenses associated with information security breaches have not impacted total revenue.

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PROPOSAL 1

Election of Directors

The Board recommends a vote “FOR” each of the director nominees named below. We have refreshed our Board over the past five years, as five highly-qualified directors have been added since 2017. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, race, national origin, skills, experience, viewpoints and service on our Board and the boards of other organizations.

DIRECTOR NOMINEES

There are seven nominees to be considered for election to our Board: Elizabeth L. Axelrod, Mary E. G. Bear, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan, Stacey Rauch and Adam Warby. All of the nominees currently serve as directors on the Board, and with the exception of Ms. Bear, were elected to the Board by the stockholders at the 2021 annual stockholders meeting. Ms. Bear was recommended to our NGC as a potential nominee by our internal board search professionals. Each director nominee has agreed to be named in this proxy statement. As discussed above, Mr. Bock has decided not to stand for reelection at the Annual Meeting. The Company acknowledges and appreciates Mr. Bock’s years of service and contributions to Heidrick.

The Board Matrix below under “Criteria for Considering Director Nominees” summarizes key qualifications, skills and attributes relevant to the decision to nominate each candidate for service on the Board.

The nominees’ biographies below describe each candidate’s background and relevant experience in more detail. The nominees are identified and discussed in the paragraphs below for election at this year’s Annual Meeting and to each serve a one-year term expiring at the 2023 annual stockholders’ meeting. Each director will hold office until their successor has been elected and qualified or until the director’s earlier resignation or removal.

CRITERIA FOR CONSIDERING DIRECTOR NOMINEES

In considering potential candidates for election to the Board, including with respect to incumbent directors and stockholder recommended candidates, the NGC shall consider, among other qualifications that it deems appropriate, the following:

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Consistent with our company-wide priorities of diversity and inclusion, one of the criteria the NGC takes into account when considering potential candidates for election to the Board is the potential candidate’s ability to bring diversity to the Board. The NGC considers the self-identified diversity characteristics of each director or potential director candidate, including gender, age, ethnicity, skills, experience, viewpoints and service on our Board. Additional information about each nominee can be found below in the Board Matrix and in each of the Director Biographies below.

Stockholders who would like the NGC to consider their recommendations for director nominees should submit their recommendations to the Secretary of the Company at: Heidrick & Struggles International, Inc., Attn: Corporate Secretary, 233 S. Wacker Drive, Suite 4900, Chicago, Illinois 60606. Properly submitted director nominee recommendations by stockholders will receive the same consideration by the NGC as other suggested nominees.

DIRECTOR QUALIFICATIONS

The Board, acting through the NGC, considers its members, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service on the Board. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the stockholders in overseeing the Company’s management in their operation of the business.

The NGC reviewed, updated and evaluated the Board’s skill and experience matrix and evaluated each of the directors’ qualifications against the Company’s long-term strategic plans. Within this framework, specific items relevant to the Board’s determination for each director are listed in each director’s biographical information beginning on page 21. The directors’ ages are shown as of April 1, 2022. There are no family relationships among our directors or executive officers.

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BOARD MATRIX

Listed below are certain skills, qualifications and experience that we consider important for our director nominees in light of our current business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

HSII BOARD NOMINEE MATRIX

EXPERIENCE

Axelrod

Bear

Logan

Mesdag

Rajagopalan

Rauch

Warby

PUBLIC COMPANY CEO EXPERIENCE

PROFESSIONAL SERVICES INDUSTRY   EXPERIENCE

HUMAN CAPITAL EXPERTISE

C-SUITE LEADERSHIP / GENERAL   MANAGEMENT EXPERIENCE

INTERNATIONAL

RISK MANAGEMENT

INFORMATION SECURITY /   CYBERSECURITY EXPERTISE

MERGERS & ACQUISITIONS

FINANCIAL LITERACY

TECHNOLOGY / DIGITAL EXPERTISE

PRODUCT STRATEGY & DEVELOPMENT

CUSTOMER-FOCUSED / SALES

PUBLIC COMPANY BOARD EXPERIENCE

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DIRECTOR BIOGRAPHIES

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The Board recommends a vote “FOR” each of the foregoing nominees.

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NON-EMPLOYEE DIRECTOR COMPENSATION

We compensate non-employee directors for their service on the Board with a combination of cash and equity awards that we believe are commensurate with their role and involvement, and consistent with peer company practices. We intend to compensate our non-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests to our stakeholders. The NGC annually reviews and makes recommendations to the Board regarding the level and form of compensation paid to non-employee directors, including our director compensation program’s underlying principles. As part of this analysis, the independent compensation consultant also provides guidance to the NGC with respect to director compensation trends and data from peer companies. Pursuant to the review, and in consideration of the independent compensation consultant’s advice, the NGC recommended no changes to the non-employee director compensation program for 2021. Mr. Rajagopalan, who is a director and is also our President and CEO, does not receive any additional compensation for his service on our Board.

Directors may elect to defer up to one hundred percent of their cash compensation per year pursuant to our Voluntary Deferred Compensation Plan (the “VDC Plan”). All directors are reimbursed for their out-of-pocket expenses incurred in connection with their duties as directors.

Each non-employee director receives an annual equity award of either restricted stock units (“RSUs”) or shares of common stock with a value of approximately $115,000, awarded on the date of each annual meeting of stockholders. The RSUs remain unvested until the director retires from the Board. Additionally, non-employee directors receive a cash retainer of $75,000 each per year, payable quarterly in arrears. In addition, the Board chairperson and committee chairpersons and members receive compensation for their service as outlined below.

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The compensation of our non-employee directors, including all RSUs or shares of common stock, for the 2021 fiscal year is set forth in the table below and described in the accompanying footnotes.

The Company’s stock ownership guidelines for directors require each non-employee director to own three times their annual cash retainer in Company common stock within three years of joining the Board. As of March 31, 2022, each of the non-employee directors has either satisfied the stock ownership guidelines or is on track to do so in compliance with the guidelines.

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EXECUTIVE OFFICERS

All of the Executive Officers have been appointed by and serve at the pleasure of the Board of Directors. Below is the name, age, present title, principal occupation and certain biographical information for each of the Company’s Executive Officers as of April 1, 2022.

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Each of our Executive Officers has entered into an employment agreement with the Company, which contain customary restrictive covenants in favor of the Company. Each Executive Officer also participates in the Company’s MIP, CIC Plan, Severance Plan, equity programs and vacation and benefit plans at the same level as other senior executives, as outlined below in further detail.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Various Company policies and procedures and annual questionnaires completed by all Company directors and Executive Officers require disclosure of transactions or relationships that may constitute conflict of interest or otherwise require disclosure under applicable SEC and Nasdaq Rules. Pursuant to the Related Party Transaction Policy and committee charters, the NGC—in consultation with the AFC—reviews and approves related party transactions.

The process for reviewing certain relationships and related party transactions are outlined in the Company’s Related Party Transaction Policy, Director Independence Standards and Policy on Resolution of Conflicts of Interest for Directors and Executive Officers. Depending on the particular transaction or relationship, the Company’s review processes vary. When such a transaction or relationship is identified at the Chief Executive Officer or Board level, the NGC and/or its Chair, or in the instance of a potential conflict with the Chair of the NGC, the Board as whole, evaluates the transaction or relationship and approves or ratifies it (without the vote of any interested person) only if it is judged to be fair and in the best interests of the Company.

The Company’s Related Party Transaction Policy, Director Independence Standards and Policy on Resolution of Conflicts of Interest for Directors and Executive Officers can be found at: https://investors.heidrick.com/corporate-governance. In addition, it is the practice of the NGC, although not part of a written policy, to review each transaction specifically disclosed as a potential related party transaction in connection with its review of the proxy statement for the annual meetings of stockholders, to the extent any such transaction has not previously been reviewed, applying the same standard.

Pursuant to our Related Party Transaction Policy, on a semi-annual basis, as requested by the NGC or the Company’s Chief Legal Office, each director and Executive Officer is required to disclose in writing to the Company all pertinent information regarding their related parties and each charitable or non-profit organization for which such director or Executive Officer (or any of his or her related parties) is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity.

There were no related party transactions since January 1, 2021 that required approval under the Company’s policies and procedures or the rules and regulations of the SEC.

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ADDITIONAL GOVERNANCE MATTERS

COMMUNICATION WITH THE BOARD

Stockholders may communicate directly with the Board. All communications should be directed to:

Corporate Secretary

Heidrick & Struggles International, Inc.

233 South Wacker Drive, Suite 4900

Chicago, Illinois 60606

Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board or a particular committee, or director. All appropriate communication intended for the Board or a particular committee or director and received by the Corporate Secretary will be forwarded to the specified party following its clearance through normal security procedures.

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Executive Compensation

PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

The Board and the HRCC recommend that our stockholders vote “FOR” the approval, on an advisory basis, the compensation paid to our Named Executive Officers, as disclosed in this proxy statement, including the following CD&A section, the executive compensation tables, and the related narrative discussion, and adopt the following resolution at the Annual Meeting: “RESOLVED, that approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement is hereby RATIFIED.”.

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Compensation Discussion & Analysis

INTRODUCTION

Heidrick is a leadership advisory firm, assisting a broad range of clients across the globe in achieving their long-term business objectives by helping them to improve the effectiveness of their leadership teams. More specifically, the Company provides executive search, leadership consulting and on-demand talent services through the expertise of its experienced consultants located in major cities around the world. The Human Resources and Compensation Committee (“HRCC”) seeks to ensure that the Company’s executive compensation program attracts, retains and rewards the best talent, while at the same time maintaining a strong link between pay and performance and aligning the interests of the Company’s executives and stockholders. Heidrick’s executive compensation philosophy emphasizes and rewards both Company and individual performance. The Company believes this approach promotes sustained long-term performance by rewarding not only the achievement of financial and operational goals, but also the accomplishment of individual strategic objectives. Further, this approach enables profitable growth and advances our high-performance organization by using culture as a strategic differentiator to attract, develop, and retain the highest-performing talent, and to build a more diverse and inclusive Company.

Through our HRCC, the Company has implemented strong governance practices for considering and making decisions with respect to the compensation of the Company’s Named Executive Officers. Management, the HRCC and the full Board all play active roles in executive compensation decisions.

THE CD&A IS ORGANIZED INTO FOUR SECTIONS:

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The CD&A is followed by the Compensation Tables and Narrative Disclosures, which report and describe the compensation and benefit amounts paid to the NEOs for 2021.

2021 YEAR IN REVIEW

2021 was a record year for revenues and profitability.

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Adjusted Operating Income and Adjusted Diluted Earnings Per Share are Non-GAAP financial measures and include adjustments to Operating Income and Earnings Per Diluted Share in 2017 to exclude expense associated with the settlement with Her Majesty’s Revenue and Customs related to the taxation of a legacy U.K. benefit trust obligation in Q1 2017, impairment charges, and restructuring charges. 2016 and 2019 also included restructuring-related adjustments. The adjustments in 2020 excluded expense associated with goodwill impairment charges and restructuring charges. The adjustments in 2021 exclude restructuring charges and one-time expenses for increases to earnout payouts related to the Business Talent Group (“BTG”) acquisition in April 2021. BTG is a market leader in providing clients access to on-demand top independent talent for leadership roles and critical projects. Adjusted Operating Margin refers to Adjusted Operating Income as a percentage of Net Revenue.

Total Shareholder Return is the value of $100 invested in shares of our common stock on December 31, 2016, assuming the reinvestment of dividends during the following five-year period. The stock price performance depicted in the above graph is not necessarily indicative of future price performance. This graph will not be deemed to be filed as part of this proxy statement, and will not be deemed to be incorporated by reference by any general statement incorporating this proxy statement into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference. The annualized return represents the compounded annual growth rate of the Total Shareholder Return for the period beginning on December 31, 2016 and ending December 31, 2021.

A reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP financial measures can be found on Annexes A and B.

EXECUTIVE COMPENSATION PHILOSOPHY

The HRCC strives to design compensation programs for the Company’s executives that are competitive with firms in the executive search, leadership consulting and management consulting space, both public and private, with which the Company competes for executive talent.

Pay-for-performance guides executive compensation for Heidrick. The Company expects its NEOs to initiate and carry out sustainable growth strategies and to create long-term value for both the Company and its stockholders. Company performance,

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incentives and retention are the primary factors in our executive incentive compensation program design. When measuring Company performance, the HRCC considers both qualitative and quantitative factors relating to the Company’s business strategies and objectives. In assessing the individual performance of the NEOs, the HRCC considers, among other things, the NEO’s achievement of individual and shared performance objectives, contributions to the Company’s strategic initiatives and demonstrated leadership qualities.

The HRCC regularly reviews the compensation program for the Company’s executives to ensure that the program continues to meet the needs of the business, is competitive in the executive search and leadership consulting industry, and aligns the interests of the Company’s executives with those of the Company’s stockholders. The Company’s executive compensation program may change from time to time based on the review and input of the HRCC.

Compensation Best Practices

Strong Governance Practices Utilized in Determining Executive Compensation

Role of the HRCC. With respect to the Company’s NEOs, the HRCC engages in a rigorous process in determining total compensation. This process involves setting Company performance and strategic and operational goals for the NEOs at the beginning of each year and evaluating the performance of the Company and NEOs against those pre-established goals. The HRCC considers various additional factors in making its decisions regarding each NEO’s target total compensation opportunity. The specific factors include:

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The HRCC determines and approves the compensation of the NEOs based on this evaluation. In making its decisions, the HRCC does not apply formulaic weighting to any of the above factors.

To assist in evaluating the NEOs’ compensation, the HRCC has retained the services of an independent compensation consultant, Pay Governance LLC, and considers recommendations from the CEO. The CEO does not provide such input as to his own compensation. The HRCC assesses the information it receives in accordance with its business judgment. The HRCC is also guided by its independent compensation consultant with respect to compensation decisions.

Role of the Board. The HRCC, with input from the full Board, independently reviews the CEO’s performance and recommends the CEO’s compensation to the Board. Based upon the recommendation of the HRCC, the full Board considers and determines the compensation of the CEO.

Role of the CEO. The CEO annually reviews the performance of each of the NEOs other than himself. Following these performance reviews, the CEO presents compensation recommendations to the HRCC for consideration. The HRCC has full discretion to adopt, modify or reject any such recommendations.

Role of the Independent Consultant. The HRCC has retained an independent compensation consultant which reports directly to the HRCC and does no other work for management. During 2021, the independent compensation consultant’s representatives participated in the HRCC meetings and provided guidance to the HRCC with respect to executive compensation, comparative peer group data, annual incentive compensation and consultant pay programs. In supporting the HRCC, the independent compensation consultant provides the HRCC with an independent assessment of the CEO’s recommendations for compensation, reviews and confirms the peer group used by the Company to prepare market compensation data, and provides ad hoc support to the HRCC, including discussing executive compensation and related corporate governance trends. In 2021, the HRCC determined that its compensation consulting firm was independent and without conflicts of interest. This determination was reached after reviewing the independence factors set out in the Nasdaq Rules.

Use of a Peer Group. The HRCC evaluates the Company’s executive compensation programs in comparison to those of a selected peer group, which in 2021 consisted of 12 similarly-sized public professional services companies. The HRCC reviews and approves peer group composition each year. Navigant Consulting was removed from the 2021 peer group, as it was acquired by another company. TrueBlue, Inc. was added to the peer group in 2021, as a comparable company in the staffing and recruiting industry. The HRCC uses the peer group to compare total direct compensation and each of the compensation elements for each NEO against those for positions at peer group companies with similar responsibilities. The HRCC also uses the peer group to review executive pay programs and practices at those companies.

For 2021, the peer group consisted of the following companies:

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In determining compensation, the HRCC considers the peer group companies with which the Company directly competes for executive talent. However, most of the Company’s executive search and leadership advisory competitors, from which executive talent is often recruited, are privately held and are not included in the above list of publicly traded companies. The HRCC therefore also relies on its general knowledge of executive compensation levels and practices in the executive search and leadership consulting industry.

The Company does not set a specific, relative percentile positioning for total direct compensation, or the elements of total direct compensation, as a target for NEO pay levels. Rather, the Company reviews the total direct compensation range for each position and the mix of elements to ensure that compensation is adequate to attract and retain key executive talent. To ensure that compensation is linked to performance, the NEO compensation program is designed to deliver at least 65% of total target compensation through variable pay. The NEO compensation program is also designed to ensure that a significant proportion of NEO compensation is delivered in the form of equity and thus aligns compensation with the interests of the Company’s stockholders.

Stockholder Vote and Engagement on Executive Compensation

The Company held its annual non-binding stockholder advisory vote to approve executive compensation (“say-on-pay”) at the 2021 Annual Meeting of Stockholders. The stockholders indicated their strong support for our 2020 executive compensation, with approximately 96.6% of voting stockholders casting their vote in favor of the say-on-pay resolution.

The Company had regular and active discussions with its major stockholders on various topics throughout 2021 and, during those conversations, stockholders did not raise any specific issues relating to the design of the Company’s executive compensation program. The Company did not make any changes to the executive compensation program as a result of the 2021 say-on-pay vote or its stockholder outreach efforts during 2021. The HRCC is dedicated to continuous improvement of the executive compensation program to reflect an appropriate alignment of pay and performance, and will continue to seek and review stockholder perspectives when designing and implementing the Company’s executive compensation program.

2021 COMPENSATION PROGRAM

2021 Executive Total Target Direct Compensation Mix

The majority of total target direct compensation for the NEOs was variable compensation.

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Consistent with the Company’s pay-for-performance philosophy, the majority of direct compensation for the NEOs is variable. Our NEO compensation mix is generally split into three principal components:

Component		Average % Mix		Objective		What it Rewards
Base Salary				Pay competitive salaries to attract and retain executive talent necessary to develop, implement and execute Heidrick’s business strategy, and to reflect responsibilities of the position, experience of the executive and the marketplace in which Heidrick competes for talent.		Accomplishment of day-to-day job responsibilities, taking into account individual performance and retention considerations.
Annual Incentives (Cash Compensation)				Motivate executives to generate outstanding performance and achieve or exceed the operating plan over a one-year period and align annual compensation with annual performance and financial results.		Achievement of specific pre-set performance thresholds related to financial, operational and strategic objectives.
Long-Term Incentive Equity Compensation				Encourage achievement of long-term performance goals, align executive rewards with the interests of Heidrick’s stockholders through long-term stock price exposure, and facilitate the accumulation of Heidrick shares by executives, thereby enhancing ownership and promoting retention.		Share price growth and attainment of long-term financial goals, as well as retention.

As discussed in greater detail below, total target direct compensation for each NEO in 2021 was as follows:

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Base Salary

Base salaries are reviewed annually by the HRCC against levels for positions with similar responsibilities at peer companies, using the comparative data prepared by the HRCC’s independent compensation consultant. The HRCC then considers individual performance, internal pay equity, functional expertise, experience and scope of responsibilities. In 2021, Ms. Payne’s base salary increased from $275,000 to $300,000 and Mr. Coar’s base salary increased from $275,000 to $350,000. Both were increased to reflect a better alignment to the external market for their respective roles.

Annual Incentives

The Management Incentive Plan (“MIP”) is the vehicle through which NEOs are rewarded with an annual cash bonus for achieving specific short-term performance goals over a one-year period. The MIP rewards our NEOs for achieving key annual non-GAAP financial metrics and personal objectives.

The HRCC sets Company and individual performance goals for the NEOs during each year. These goals consist of both quantitative and qualitative performance objectives. The HRCC considers the reviews conducted by the CEO of the other NEOs and conducts its own review of the CEO’s performance against those pre-established performance objectives, as well as Company performance milestones achieved during the year. With respect to the CFO, the HRCC also considers input from the AFC Chair.

Historically, 15% of the NEOs’ earned annual bonus amounts were deferred each year and paid out equally over the following three years. A review of competitive data for the Company and its peer group confirmed the deferral feature was not competitive market practice, nor was it deemed to be retentive. As a result, the HRCC approved the removal of this element of the MIP effective in 2021 and on a go-forward basis, such that all of the NEOs’ earned annual bonus amounts are paid after the end of the fiscal year in which they were earned.

2021 MIP Metrics

The MIP metrics and targets that the HRCC selected for 2021 tie directly to our operational and strategic goals. Under the MIP, determination of the payout level (if any) for each NEO award is based upon the achievement of a combination of Company performance metrics (weighted at 70%) and non-financial, strategic performance factors (weighted at 30%). For the latter, there is a combination of shared and individual objectives. The objectives and rationale for selecting the MIP performance metrics for the year ended December 31, 2021, and the relative weight of each metric were as follows:

In 2021, after a review of competitive data for the Company and its peer group, the HRCC increased the maximum payouts available under the plan from 150% to 200% of target to better align with the external market. The performance required to achieve maximum payouts was increased to be commensurate with the payout.

Payout amounts under the MIP were set for each metric based on “Minimum,” “Target” and “Maximum” performance levels and corresponding award levels based on the Company’s business plan and other operational and environmental factors, specifically: Adjusted Operating Income, Search Net Revenues, Non-Search Net Revenues, and non-financial strategic goals. “Target”

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performance is the level at which a participant will earn 100% of his or her target award. Depending upon the relationship of the Company’s actual financial performance and the individual’s annual evaluation, final payouts under the MIP may be as little as zero (at or below “Minimum” performance) and as high as 200% of Target (at “Maximum” performance). The HRCC has discretion to modify any payouts (upwards or downwards) under the MIP as appropriate to ensure plan objectives are met, taking into consideration a variety of Company specific or environmental factors.

These financial metrics were set taking into account the Company’s strategic initiatives, historical financial performance, internal budgeting for the relevant year, external guidance and expected market conditions. In 2021, multi-year investments were expected to adversely affect operating income. Further, emergence from 2020 economic conditions and the Company’s restructuring announced in August 2020 presented additional reasons for conservative targets. Consequently, the Adjusted Operating Income target for 2021 was lower than the 2020 actual and 2020 target Adjusted Operating Income. As discussed above, the maximum bonus opportunity was increased to 200% of target in 2021. The performance required to achieve maximum performance for Adjusted Operating Income, Search Net Revenues and Non-Search Revenues was 180%, 110% and 116% of target, respectively. In 2020, the comparable maximum performance required was 115%, 105% and 110% of target for these measures.

As demonstrated on page 32, the Company’s actual 2021 financial results were very strong, with a record year in terms of profitability (Operating Income: $98.3M; Net Income: $72.6M) and revenues ($1.0B).

Each NEO also had non-financial strategic goals that were reviewed and approved by the HRCC in early 2021, and were aimed at focusing each NEO’s attention in areas where they have the most potential for impacting the Company’s performance. Minimum, Target and Maximum Performance Levels for 2021, as well as the actual performance results for both Company performance metrics and non-financial strategic metrics, are set forth below:

Adjusted Operating Income

Search Net Revenue

Non-Search Revenues

Non-Financial Strategic  Goals

Total

Performance Minimum Target Maximum

$17.2 million $28.6 million $51.4 million

$537.7 million $566.0 million $622.6 million

$56.0 million $61.0 million $71.0 million

Target Weighting: % of Total Bonus

Actual Performance

$121.6 million1 425% of Target

$867.7 million 153% of Target

$67.6 million 111% of Target

See below

Bonus Result

200% x 30% weight 60%

200% x 30% weight 60%

166% x 10% weight 16.6%

200% x 30% weight 60%

196.6%

Results: All NEOs

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NEO NON-FINANCIAL PERFORMANCE

As discussed above, for 2021, 30% of MIP performance was contingent on achieving non-financial strategic goals. These goals include a combination of shared and individual objectives. Results for the objectives are quantified and reviewed with the HRCC. However, due to the nature of the objectives, all results are not publicly disclosed for competitive market reasons.

In 2022, the HRCC reviewed each NEO’s achievements relative to their non-financial strategic objectives and, in its discretion, determined that such accomplishments exceeded expectations, resulting in a payout of 200% of target with respect to the non-financial portion of the bonus for each of the NEOs. Certain considerations of the HRCC when reviewing 2021 non-financial performance follows.

2021 was a unique year that presented new and unexpected challenges. The Company emerged from 2020 with expectations of a moderated market and slow recovery, but instead experienced a year of unprecedented growth in financial performance. Notably, the Company achieved 61% growth in revenues and record consultant productivity, with average revenue per executive search consultant increasing from $1.5M in 2020 to $2.4M in 2021. The NEO team balanced year two of the global pandemic, which included another round of adjustments and adaptations to remote work and virtual delivery of its services, as dictated by the COVID-19 pandemic. The team continued to lead with employee safety and well-being as the guiding principle. During this period of unexpected demand and growth, the team continued to drive the Company’s transformation strategy and growth in all segments of the business, which included the acquisition of a new on-demand talent business and acquisitions within other geographies.

As a team, and in addition to the goals set in March 2021, the NEOs built on the foundations laid in 2020 with the following highlights:

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KRISHNAN RAJAGOPALAN’S INDIVIDUAL PERFORMANCE

MICHAEL CULLEN’S INDIVIDUAL PERFORMANCE

MARK HARRIS’ INDIVIDUAL PERFORMANCE

SARAH PAYNE’S INDIVIDUAL PERFORMANCE

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The table below details the resulting payout under the MIP compared to target for each of our continuing NEOs other than Ms. Heaton, who was not eligible for a 2021 performance bonus. Mr. Coar did not receive a 2021 bonus due to his departure from the Company in 2021:

Long-Term Incentives

Long-term incentives (“LTIs”) are the vehicle through which NEOs are awarded the Company’s common stock for continued service and for achieving specific performance goals over a three-year period. These awards vest over a three-year period after the grant date. LTIs are designed to focus the NEOs on the strategic goals necessary to increase stockholder value and further position the Company to succeed in a changing environment.

The LTI award targets are based on the HRCC’s review of publicly disclosed data for the Company’s applicable peer group for each NEO position and internal pay equity considerations, as well as the CEO’s recommendations (other than with respect to himself) and a review of individual performance and potential.

LTI awards issued to the NEOs in 2021 consist of:

When issuing LTI awards, the Company calculates the number of RSUs and PSUs awarded to the NEOs by dividing the total dollar value of the LTI award by the closing price of the Company’s common stock on the grant date (usually in March of the grant year). All outstanding RSUs and PSUs are credited with dividend equivalents that are payable in cash when and if the related units vest. The primary purpose of crediting dividend equivalents on LTI awards is to align the participant with the value of being a stockholder over the course of the vesting period, but only to the extent the award vests.

In March 2021, LTI awards were issued to Messrs. Rajagopalan, Cullen, Harris and Coar and Ms. Payne, with 50% of the target value issued as PSUs and 50% of the target value issued as RSUs. See the 2021 Grants of Plan-Based Awards Table on page 47 for more details on the equity grants that the HRCC approved.

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The following is a summary of the LTI awards issued in 2021:

2019, 2020 and 2021 PSU Awards. The 2019 PSU awards for the performance period 2019 – 2021, the 2020 PSU awards for the performance period 2020 – 2022 and the 2021 PSU awards for the performance period 2021 – 2023 were issued to Messrs. Rajagopalan, Cullen, Harris, and Coar and Ms. Payne. The awards are subject to target goals for the Company’s three-year Adjusted Operating Margin, as established by the HRCC at the beginning of the three-year PSU performance period, and three-year Relative Total Shareholder Return (“R-TSR”) for the 2019 – 2021, 2020– 2022 and 2021 – 2023 performance periods, respectively. Vesting for the awards will be weighted equally based upon the outcome of Adjusted Operating Margin and R-TSR. The peer group for the R-TSR metric consists of the constituents of the S&P Human Resources and Employment Services Index. The HRCC will review the performance for the 2020 and 2021 PSU awards, and the vesting of the awards will be determined in early 2023 and 2024, respectively. The 2019 PSU vesting outcome is as follows.

2019 PSU Awards. The table below illustrates the structure of the 2019 – 2021 PSU awards with an equal weighting placed on each of the performance targets. For the three-year performance period of 2019 – 2021, the Adjusted Operating Margin was 11.4% ($257.3M of Adjusted Operating Income, $2,261.4M of Adjusted Revenues) and the three-year R-TSR performance placed the Company at the 46^th percentile of the applicable peer group. As a result of the performance achieved, the HRCC approved a vesting percentage of 139% of the target number of PSUs.

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The PSUs issued to Messrs. Rajagopalan, Cullen and Harris and Ms. Payne in 2019 vested in 2022 at 139% of target as follows. Mr. Coar’s employment terminated in 2021 and he accordingly forfeited his 2019 award of PSUs.

Special RSU Award to Mr. Cullen. In March 2021, Mr. Cullen was awarded a special, one-time RSU award with a grant date value of $1,000,000. The award will vest ratably on an annual basis over a three-year period. The award was provided to recognize Mr. Cullen’s contributions to continued improvements in the Company’s operating structure, commercial contributions within the market, and to further align Mr. Cullen with interests of the Company’s stockholders.

Ms. Heaton’s Sign-On Awards. In connection with the commencement of her employment with the Company in November 2021, Ms. Heaton received a sign-on bonus of $125,000 and an RSU award with a grant date fair value of $125,000, which vests in three equal installments on each of the first three anniversaries of the grant date for the RSUs. In the event that Ms. Heaton resigns from the Company for any reason or is terminated for cause (as defined in her employment agreement), within two years of the sign-on award payment dates, Ms. Heaton will be required to reimburse the Company the amount of such payment, reduced on a pro-rated basis by one twenty fourth (1/24^th) per full month from the date of payment within 30 business days following the termination date.

Mr. Coar’s Separation Agreement. In connection with his employment terminating in June 2021, Mr. Coar and the Company entered into a Separation Agreement and General Release (the “Coar Separation Agreement”), pursuant to which he received a cash payment in the amount of $87,500, representing three months’ base salary, and three months of continued health coverage at active employee rates. These payments and benefits are included in the “All Other Compensation” column of the 2021 Summary Compensation Table below.

OTHER COMPENSATION POLICIES AND INFORMATION

Stock Ownership Guidelines

To enhance the alignment of NEOs’ interests with those of stockholders, the Company maintains stock ownership guidelines. The CEO is required to own five times his annual base salary in Company common stock, and all other NEOs are required to own two times their annual base salary. Effective February 2022, the HRCC approved revisions to the stock ownership guidelines which added share retention requirements, and removed the previously required five-year timeframe for meeting the ownership requirement. To the extent a covered employee becomes subject to these stock ownership guidelines and at that time does not own qualifying shares in an amount equal to or in excess of the relevant ownership multiple requirement, or falls below the relevant ownership multiple requirement, the employee must retain ownership of Company common stock issued upon the vesting of Company RSUs or performance shares/PSUs, in an amount equal to 50% of the net after-tax value of the newly vested RSUs, performance shares and/or PSUs until the applicable multiple requirement is met.

Equity interests that count toward the satisfaction of the ownership guidelines include HSII shares owned outright by the employee, HSII shares jointly owned, vested or unvested restricted HSII shares, and unvested RSUs payable in HSII shares. Outstanding HSII stock options and performance shares/PSUs are not counted toward the guidelines. As of December 31, 2021, the NEOs all were on target to meet their ownership guidelines within five years of appointment to their roles.

Hedging and Pledging Policy

Since 2013, the Company has had policies prohibiting hedging or pledging of Heidrick stock. Pursuant to our Insider Trading Policy, our officers, directors, and employees shall not hold Heidrick securities in a margin account, pledge Heidrick securities as collateral

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for a loan, purchase financial instruments or otherwise engage in transactions that either hedge or offset any decrease in value of Heidrick securities. The full text of our Insider Trading Policy, which includes details on our restrictions on hedging and pledging of Heidrick securities can be located on our website at: https://investors.heidrick.com/corporate-governance.

Clawback Policy

In December 2021 the Company amended its Clawback Policy whereby the HRCC on behalf of the Company may seek the recoupment of any incentive awards (cash or equity) given to: (1) any executive officer in the event of a financial restatement and/or (2) any incentive plan participant in situations of fraud, bribery, or other intentional, illegal misconduct impacting the Company or which results in a breach of the Company’s Code of Ethics or knowing failure to report such acts of any employee over whom such person had direct supervisory authority during the three-year period preceding the date the restatement is filed with the SEC or the date the HRCC determines a clawback is appropriate for misconduct. The full text of our Clawback Policy can be found at: https://investors.heidrick.com/corporate-governance.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) limits the federal income tax deduction for annual individual compensation to $1 million for the current or former covered employees. In the past, Section 162(m)’s deduction limit included an exception for “performance-based” compensation. This exception for “performance-based” compensation was eliminated in 2018. Although tax deductibility is one of many factors the Company considers when determining executive compensation, the Company believes that the tax deduction limitation should not compromise its ability to design and maintain executive compensation arrangements that will attract and retain executive talent to compete successfully.

Perquisites and Other Personal Benefits

Heidrick provides its NEOs with the same benefits that are provided to all employees generally, including medical, dental and vision benefits, group term life insurance and participation in a 401(k) plan. The NEOs are also reimbursed for expenses incurred for an annual physical examination, financial planning services (maximum reimbursement for financial planning is $1,080 per year, or $3,150 if expenses are incurred for the first time) and approved business club memberships.

Severance Arrangements

The Company has adopted other executive compensation arrangements, including a Change in Control Severance Plan (as described below) designed to retain executives in the event of a change of ownership of the Company and a Management Severance Pay Plan designed to provide financial assistance to executives following termination of employment. The material terms and conditions of these plans are described in the “Potential Payments Upon Termination or a Change in Control” section below.

Employment Agreements

Each of our continuing NEOs has entered into an employment agreement with the Company, which contains general employment terms (including base salary and eligibility to participate in various incentive and benefit plans) and customary restrictive covenants in favor of the Company. These restrictive covenants contain non-competition and non-solicitation restrictions for a period of 12 months after certain terminations of employment. Severance protection for our NEOs is generally covered by our Management Severance Pay Plan and our Change in Control Severance Plan (described below) instead of by their employment agreements. However, our CEO’s employment agreement does provide for the following enhanced benefits: (i) if he is entitled to receive severance payments under the Management Severance Pay Plan, he will also be entitled to a pro-rata bonus for the year of termination and (ii) he will receive the benefits described in the Management Severance Pay Plan upon his resignation of employment for Good Reason (as defined in his employment agreement) instead of only upon a termination by the Company without Cause.

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COMPENSATION TABLES AND NARRATIVE DISCLOSURES

2021 SUMMARY COMPENSATION TABLE

The table below summarizes the total direct compensation paid or earned by each of the NEOs for the last three fiscal years, and only reflects information for those years in which the NEO was determined to be an NEO of the Company. The amounts in the Stock Awards column indicate the fair value on the grant date associated with all grants awarded in the corresponding year and may not correspond with the amounts that the NEO will eventually realize with respect to these awards. The benefit, if any, actually received from these awards will depend upon the future value of our common stock.

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2021 GRANTS OF PLAN-BASED AWARDS TABLE

The table below sets forth certain information with respect to awards that were granted during the fiscal year ended December 31, 2021 for each NEO.