HEIDRICK & STRUGGLES

Letter to Stockholders

April 14, 2023

Dear Fellow Stockholders,

2022 was another excellent year for Heidrick & Struggles. We successfully delivered for our clients and managed our business through heightened geo-political threats, global economic uncertainty and the turn out of the pandemic. Against this challenging backdrop, we continued to lead from the front guided by our purpose – to help our clients change the world, one leadership team at a time.

We surpassed $1 billion in annual net revenue for a second consecutive year, and we maintained our focus on delivering strong growth and profitability, while investing strategically in developing new digital assets and enhancing our existing offerings and capabilities. We also further solidified our position as a leader in providing compelling, differentiated solutions to our clients, and we advanced our diversification strategy and objective of achieving a more balanced revenue profile between our search and non-search businesses. Critically, we made significant progress on our firm’s broader transformation. We have been doing this by focusing on two primary areas – Talent Acquisition and Effectiveness of Leaders, Teams and Organizations.

Under Talent Acquisition, we have our Executive Search and On-Demand Talent businesses.

Under Effectiveness of Leaders, Teams and Organizations, we have Heidrick Consulting and our Digital Assets.

In addition to focusing on our financial, operational and strategic business objectives, we continued to advance on our ESG (Environmental, Social and Governance) journey and published our second ESG report. Our ESG client work grew and expanded in scope, and we maintained our focus on incorporating best practices around sustainability, governance, leadership, culture, diversity, equity and inclusion across our firm.

We are continuing to transform and build for the future with an expanded range of premium, data-driven talent and human capital solutions. In today’s fast-changing world, our aim is to provide a new generation of business services solutions and digital products that enable companies to achieve higher performance through their leaders and teams. Looking ahead, while 2023 will be challenging, we know that leadership, retention, culture and other talent and human capital related themes are critical priorities – now more than ever – with CEOs and executives as they focus on navigating the tight talent market and what the future of leadership, jobs and work will look like for their organizations.

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As I consider all that we have achieved during this past year and all that we are working towards moving forward, I want to acknowledge and thank our amazing team of people we have around the world. The success of our firm is only possible through our colleagues’ engagement and commitment to advancing our growth strategy, serving our clients and supporting our teams, each and every day.

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 2023 Annual Meeting by visiting www.virtualshareholdermeeting.com/HSII2023 where you will be able to listen to the meeting live, submit questions and vote. Information about the business to be conducted at the 2023 Annual Meeting, attending the meeting and voting your shares may be found in the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to us. Whether or not you plan to attend the 2023 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 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, thank you to our clients, stakeholders and stockholders for your continued confidence and investment in our firm. We look forward to progressing our goals and driving our firm’s broader transformation and diversification strategy as we continue to focus on delivering maximum, long-term value to all of our stakeholders.

Sincerely,
Krishnan Rajagopalan
President and Chief Executive Officer

HEIDRICK & STRUGGLES

Notice of 2023 Annual

Meeting of Stockholders

of Heidrick & Struggles International, Inc.

PROXY STATEMENT 2023

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 25, 2023 (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held entirely online at www.virtualshareholdermeeting. com/HSII2023. We began distributing these proxy materials to our stockholders on or about April 19, 2023.

This proxy statement contains forward-looking statements within the meaning of the federal securities laws, including statements relating to our environmental stewardship, social responsibility and governance (“ESG”) related goals and expectations. 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,” “aims,” 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, 2022, 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 2022 performance, please review the Company’s Form 10-K for the year ended December 31, 2022.

Information set forth on our website, including our ESG Report, shall not be deemed to be incorporated herein.

HEIDRICK & STRUGGLES

Proxy Statement Summary

2022 Business Highlights

We are pleased with the financial, operational, and strategic progress achieved during fiscal 2022. The year was highlighted by our dedicated efforts to further solidify Heidrick as a leader in providing diversified solutions to our clients while advancing our strategy, with a goal to achieve a more balanced revenue profile between our search and non-search businesses. During the year, we expanded our core Executive Search business and its geographic presence; our On-Demand Talent business continued to grow; our Heidrick Consulting business improved operations and efficiencies; and we began beta testing a new digital product, Heidrick Navigator, which is receiving positive feedback from initial client usage. Additionally, we expect our acquisition of Atreus Group GmbH (completed in February 2023), a leading provider of executive interim management in Germany, will meaningfully add to our On-Demand Talent segment.

Heidrick ended 2022 with:

Our strong top- and bottom-line results are a testament to our ongoing efforts to further diversify our business, as we continue to make investments for the long-term in digital product innovation and aim to set the stage for prolonged, profitable growth.

2022 Environmental Stewardship, Social Responsibility and Governance

(“ESG”) Highlights

Even as we achieved some of our best financial results in our history, in 2022 we also made important strides in ESG. We published our second ESG report, which provides an in-depth look into our ESG initiatives, outlines our expanded commitment to reduce our carbon footprint and continue substantially offsetting our carbon impact, and highlights our ongoing 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 2022 ESG efforts include:

2022 Compensation Highlights

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2022 Compensation Best Practices

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Key Elements of 2022 Executive Compensation Program

2022 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:

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2023 Director Nominees Highlights

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Proposals Submitted to

Vote at the Annual Meeting and Voting Recommendations

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

HEIDRICK & STRUGGLES

Who We Are

Executive Search

We partner with our clients – respected organizations across the globe – to help them build the best leadership teams in the world. Our consultants specialize in executive 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 functional officer roles in areas like Information 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, Energy, Industrial Goods & Technology, Health Technology and Consumer Products.

We have a highly respected brand with a global network of consultants and offices, and we are building larger and deeper accounts and helping our clients find forward-thinking, dynamic and diverse leaders for their organizations. We are market leaders in bringing the power of data to executive search and continually innovating, integrating new digital capabilities to provide world-class assessments and insights. This includes our Heidrick Leadership Framework, a uniform, data-driven framework, which brings together all of our data and research on leaders to help our clients understand what creates great leaders, going beyond things like experience and skills to also assess a leader’s impact on culture, and answer questions like “what makes an effective leader?” and “what are the most sought after attributes in leaders today?” Our relationship-based, data-driven approach allows us to complete searches with speed and precision, enabling us to help our clients identify the best leaders who can successfully lead their organizations to rally around their vision and deliver their business objectives.

On-Demand Talent

Through our leading On-Demand Talent services, we are bringing a transformational new way for our clients to quickly access flexible independent talent options to fulfil interim executive roles and high impact project needs. Alongside our Search offering, we can help clients quickly access talent, expertise and skills to solve for a variety of capability and capacity issues, such as: how to get talent faster; how to bring in a different type of talent; or how to get talent for a shorter, interim period. Companies today are using on-demand talent to augment their leadership capacity in a wide variety of ways, including leading operational transformation projects, analyzing new business opportunities, driving profitability improvement programs and implementing strategy.

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Heidrick Consulting

In our Heidrick Consulting business, we offer a uniquely broad set of leadership advisory solutions and work with clients through projects and larger journeys to help them become future-ready. We advise our clients on three key areas:

Working closely with our clients, we bring pragmatic solutions to create mindset shifts among leaders and teams, which helps to drive performance change and deliver tangible, meaningful and lasting impact.

By applying our deep understanding of the leadership attributes and behaviors of leaders that are most effective and in demand across many of the world’s premier companies, we guide our clients as they build future-ready leaders, teams and organizations. 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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Environmental

Stewardship, Social and Governance (“ESG”)

		At Heidrick, we help our clients change the world, one leadership team at a time.®   In light of the importance placed on ESG issues by our clients, our shareholders, our employees, our communities and our broader stakeholder base, we evolve and monitor our ESG efforts through a global cross-functional team, including members of our Legal Department, Human Resources Department, Real Estate and Procurement teams and Sustainability practice, among others.   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.   The most significant aspects of our ESG efforts and accomplishments, both internal and client-facing, are outlined below.

How We Champion ESG

At Heidrick, we are on the same ESG journey as our clients. In September 2022, we published our second ESG Report to outline our efforts and disclose progress across ESG initiatives. 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

In 2022, we completed 259 ESG related executive search and consulting assignments, partnering with our clients, candidates, employees and communities with an aim to make the world a better place. From 2018 through 2022, we completed 945 such assignments – representing one of the fastest growing segments of our business. Our ESG and Sustainability Office 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 global Diversity, Equity & Inclusion (“DE&I”) practice brings together Executive Search and Heidrick Consulting to help clients build diverse and inclusive leadership teams, organizations, and cultures. Since launching in 2017, the DE&I practice has built a comprehensive, integrated suite of services and solutions that can be adapted to meet our clients’ DE&I needs. With a complementary lens on talent recruitment, leadership development, and building inclusive cultures, the practice enables us to help our clients achieve their DE&I goals, no matter where they are in their journeys. As a recognized industry 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. At the Board of Directors level, 63% of our U.S. placements in 2022 were diverse and 60% globally, exceeding our Board Diversity Pledge. 47% of our total U.S. placements in 2022 were diverse.⁵

Driving Change Within Our Firm: Our Own DE&I Journey

We believe that diversity, equity, and inclusion are key elements of Heidrick & Struggles’ ability to mobilize, execute and transform with agility. Our commitment to DE&I is a key business imperative that is deeply rooted in our organizational values. We are dedicated to building diverse leaders and teams and creating an inclusive culture and workplace, where all voices are engaged and heard; all individuals feel safe, valued and accepted; and all feel empowered to thrive, make meaningful contributions and achieve equitable success. DE&I are critical strategic pillars at our firm that continue to sustain our multi-layered cultural journey as highlighted below.

Leadership. In February 2022, we appointed Cecilia Nelson-Hurt as our firm’s first Chief Diversity, Equity and Inclusion Officer, as we looked to accelerate our firm’s transformation and growth journey, globally. Ms. Nelson-Hurt is charged with leading the Company’s DE&I strategy and delivering long-term, sustainable programs and initiatives that build on our values and commitment to create an unrivaled culture within the executive talent and leadership advisory industry.

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Employee Resource Groups (ERGs). Our ERGs, affinity groups for women, people of color, people with disabilities and LGBTQ+ employees, give our employees a chance to share experiences, mentor, advocate and engage internally and externally with various networks. The Professionals of Color, Women’s Inclusion Network, Pride@Heidrick, Honoring Equality and Inclusion for Disability, and Ethnic Diversity Engagement Network ERGs hosted global and regional panels and in-person events with leading experts and guest speakers throughout 2022, in addition to sponsoring days of recognition campaigns, internally and externally. As of March 2023, approximately 30% of Heidrick & Struggles employees were active members of an ERG.

Professional Development. We are committed to investing in professional development opportunities for various employee populations and position levels and have implemented and enhanced a series of programs that focus on training, coaching, community building and sponsorship for our next generation of diverse business professionals and senior leaders. These programs help us to engage and develop diverse talent in differentiated and comprehensive ways as we support them in their career advancement and accelerate their readiness for expanded roles and opportunities.

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.

In June 2022, we launched a new Voice of Employee pulse survey platform that offers employees the opportunity to regularly and confidentially share feedback on their experience at Heidrick and provides our leaders with additional data on how they can best lead their teams. We use the tool to evaluate three areas of the employee experience: Engagement, Diversity & Inclusion, and Health & Wellbeing. Data from the surveys is shared anonymously with key leaders across geographies, practices and businesses. Additionally, the platform allows us to track our progress and better understand how we are doing in our efforts, while using others in the industry as benchmarks.

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 building leadership, business development, account management, client service, and change leadership skills among our employees. In addition to building personal and professional capabilities, these programs set a standard for the behaviors we believe will help us realize our business goals and strategies. In 2022, our Learning & Development team delivered over 17,900 hours of aggregate live training to our colleagues globally. Our programming was deployed in both virtual and in-person formats. 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.

In 2022, we continued to focus on helping to ensure the health and safety of our employees. We expanded our flexible working philosophy to provide additional guidance to managers and employees on our evolving approach to a hybrid work environment. We are committed to ensuring our people can safely follow country- and state-level health guidance, while also having the opportunity to grow professionally and personally through in-person collaboration and development.

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As we strive to build an unrivaled culture for high-performing talent at Heidrick, our firm’s leaders continue to play a central role in this work, and we are further investing in our firm’s own leadership capabilities. This includes the launch of a new transformational leadership development program, which is designed to help our leaders maximize their impact in the rapidly evolving workplace and build upon existing leadership skills and experiences, focusing on resilience, vulnerability, trust, and living our firm’s values. In 2022, we launched six cohorts, and 119 senior level employees went through the program. The program is a multi-year investment in our leadership that we plan to cascade across multiple cohort groups throughout the organization.

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 2022:

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 and pursue environmental sustainability initiatives. We care about our communities – local and global – and we are committed to reducing our impact and creating transparency around our activities.

We have partnered with Indigo Ag for a multi-year program to offset a significant portion of our carbon emissions. Indigo Ag develops biological and digital technologies to improve farmer profitability, environmental sustainability, and consumer health. Their carbon offset credits support farmers who adopt regenerative, sustainable agricultural practices that reduce and sequester carbon dioxide while enriching their soil. Indigo Ag’s model is unique among carbon credit vendors—it offers technical and other support to growers and verifies carbon sequestered through a third-party audit for buyers. Our purchases of verified carbon offset credits are expected to increase through the coming years and to offset approximately 58% of our 2021 carbon emissions in 2023.

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. We measure our Scope 1, Scope 2 and Scope 3 carbon emissions. 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. Since 2020, we have successfully reduced our square footage from over 441,000 square feet to roughly 349,000 at the end of 2022, a reduction of 21% of our real estate footprint. In addition to office shrinkages, the way our teams work has also given us flexibility to recycle furniture throughout our various offices.

Currently, Heidrick serves clients through a network of 54 offices in 29 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 look to add natural greenery into our offices around the world.

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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, Mary E. G. Bear, Lyle Logan, T. Willem Mesdag, Krishnan Rajagopalan, Stacey Rauch and Adam Warby.

The Board met four times during 2022. Each current member of our Board of Directors (individually, “director”, and together, “directors”) attended 100% 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 attended in 2022. The Company believes that annual meetings provide an opportunity for stockholders to communicate with directors.

Board Diversity

We believe that having a diverse Board of Directors enhances our Company’s performance, due to the nature of our business, our own organizational values and commitments, and the power of diverse perspectives to improve board composition and functioning. We are in the human capital business, focused on helping our clients build high-performing leadership teams and cultures, and diversity in those teams and cultures is an important accelerator for their success. Within our own Company, our commitment to promoting diversity, equity and inclusion is deeply rooted in our organizational values and is fundamental to how we operate; a diverse Board visibly exemplifies that commitment for all our employees and our clients. Further, we believe that considering diverse individuals allows us to recruit from a broader pool of talented candidates to join our Board, and that a board comprised of directors with diverse backgrounds, experiences and perspectives improves the dialogue and decision-making in the boardroom, helps advance our long-term strategy and contributes to overall board effectiveness. Consequently, we consider the diversity of candidates and of the Board overall with respect to skills, experience and viewpoints, as well as self-identified characteristics including gender, age, ethnicity, national origin and sexual orientation, and we include diverse candidates in all searches for new Board members.

HEIDRICK & STRUGGLES

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.

Board Leadership

The Board does not have a fixed policy regarding the separation of the offices of Chair of the Board (the “Chair”) and CEO and believes that it should maintain the flexibility to select the Chair 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. The Board believes that it is in the best interests of the Company for the Board periodically to evaluate and determine whether the roles of Chair and CEO should be separated or combined, based on the needs of the Board and the Company at such time. 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 Chair since June 6, 2019. The Chair’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.

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Board and Committee Self-Assessments

Our Board conducts an annual self-assessment led by the NGC (as defined below). Each director receives a written questionnaire seeking his or her responses to questions on a wide range of subjects relating to the structure, functioning and performance of the Board and its committees. The NGC reviews the form of questionnaire each year and revises it as the NGC considers appropriate in light of evolving practices among other companies as well as suggestions made by directors in the self-assessment process. In addition, the Chair of the Board meets individually with each director to solicit their views on the Board, its committees and the performance of individual directors. The results of this process are discussed by the Board and its committees, and changes are made as and when appropriate to respond to the directors’ feedback. For example, in recent years, in response to observations that were made during the self-assessment process, the Board has devoted more time and focus to strategy development and implementation and has undertaken an ongoing series of in-depth reviews with management of various parts of our business as a regular feature of Board meetings.

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 our 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 NGC’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 (who served until the 2022 Annual Meeting of Stockholders), Mary E. G. Bear, 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 the applicable committee’s charter, 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 2022.

* Ms. Axelrod became Chair of the HRCC effective May 26, 2022 and was a member of the HRCC until that date. Mr. Bock was Chair of the HRCC until May 26, 2022, when his Board service ended following his decision not to stand for re-election at the 2022 annual stockholders meeting.

** Ms. Rauch became Chair of the NGC effective May 26, 2022 and was a member of the NGC until that date.    

Ms. Axelrod was Chair of the NGC until May 26, 2022, and remained a member of the NGC after that date.

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The Chair is an ex officio member of the respective committees but is excluded from discussions regarding Chair 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:

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. All of the members of the AFC (Messrs. Mesdag and Logan and Ms. Rauch, as well as Mr. Warby, who is a member of the AFC ex officio based on his status as Chair of the Board) 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:

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.

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		Human Resources and Compensation Committee (“HRCC”)   The HRCC serves as an independent committee to assist in Board oversight of:

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. The HRCC may delegate authority to subcommittees when appropriate.

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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.

The Board of Directors’ Role in Risk Oversight

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 promotes an appropriate culture of risk management within Heidrick, sets the “tone at the top,” oversees the aggregate risk profile and monitors how Heidrick addresses specific risks. In carrying out this responsibility, the Board and its committees provide oversight over the risk management practices implemented by management.

The Board has delegated oversight of some risks to committees of the Board. However, 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. The Board does not view risk in isolation, but instead considers risk in conjunction with its oversight of Heidrick’s strategy and operations. The Board considers multiple time horizons, extending over several years, in its assessment of risks.

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. The Board, its committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders.

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HEIDRICK & STRUGGLES

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. The Board receives ongoing updates from risk professionals on trends in risk management and in new risks facing the business. The directors have direct access to risk professionals. The AFC assists the Board in its responsibility to oversee our enterprise-level risk profile, monitor the processes and systems of enterprise risk management, and oversee management’s efforts to mitigate enterprise-wide risks facing the Company.

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 and discussed with the Board an Incident Response Plan (“IRP”) framework which includes IRPs relating to a number of specific topics, including business continuity; data security; litigation and government investigations; and misconduct, harassment and sexual harassment. The IRPs articulate 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.

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. 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. 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 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.

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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 with respect to 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 visit www.heidrick.ethicspoint.com or dial 800-735-0589 toll-free in the U.S. For outside the U.S. you may dial one of our local lines, 800 94 50 54 (France); 0800 1819941 (Germany); 0800 048 5486 (UK); or 704-731-7242 (Global). 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, talent, 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 data and 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. Through our privacy policies and approaches, we inform individuals whose personal data we process what data we collect, how we use it, who we share it with and for what purpose, how long we keep it, and how we protect it.

As an international business, we focus on staying apprised of local developments for privacy and data protection laws across the globe. Cross-border data transfers have been a key area of focus globally, including the introduction of new standard contractual clauses in response to changes in EU law. As we launch new business lines, build new partnerships, explore technological improvements and expand into new jurisdictions, data protection remains a critical component. As part of our data governance processes, we periodically assess our data privacy compliance program with external experts to help identify ways to improve and evolve our policies and practices. 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 request related to data subject rights. The Data Subject Rights Hotline is a telephonic reporting hotline administered by a third party that

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is separate and independent of 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 2022 management provided cybersecurity updates to the AFC and/or Board two times during the course of the year. Cybersecurity risks are also reviewed and discussed with the AFC and the Board as part of the annual Enterprise Risk Management assessment. 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.

PROXY STATEMENT 2023

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 three highly-qualified directors have been added since 2018. We believe that the Board possesses an appropriate mix of diversity of backgrounds, perspectives, skills and experiences. Nevertheless, when we consider additional candidates, we look for individuals who can further enhance the diversity of our Board, including additional perspectives, skills, qualifications and experience.

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 were elected to the Board by the stockholders at the 2022 annual stockholders meeting. Each director nominee has agreed to be named in this proxy statement.

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, if elected by our stockholders, each nominee will serve a one-year term expiring at the 2024 annual stockholders meeting. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

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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:

We believe that having a diverse Board of Directors enhances our Company’s performance, due to the nature of our business, our own organizational values and commitments, and the power of diverse perspectives to improve board composition and functioning. Consequently, we consider the diversity of candidates and of the Board overall with respect to skills, experience and viewpoints, as well as self-identified characteristics including gender, age, ethnicity, national origin and sexual orientation, and we include diverse candidates in all searches for new Board members. Additional information about each nominee can be found below under “Board Matrix” and “Director Biographies.”

Stockholders who would like the NGC to consider their recommendations for director nominees should submit their recommendations to the Corporate 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.

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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 39. The directors’ ages are shown as of April 1, 2023. There are no family relationships among our directors or executive officers.

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

HEIDRICK & STRUGGLES

HSII Board Nominee Matrix (Cont.)

Experience

Axelrod

Bear

Logan

Mesdag

Rajagopalan

Rauch

Warby

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 Nominee Diversity

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Director Biographies

				Elizabeth L. Axelrod   Elizabeth L. Axelrod, 60, served as the Global Head of Employee Experience for Airbnb (travel and hospitality service) until her retirement in August 2021. Previously, she served as the Senior Vice President, Human Resources for eBay Inc. (ecommerce corporation that facilitates consumer to-consumer and business-to-consumer sales through its website) from March 2005 to July 2015. Prior to her tenure at eBay, Ms. Axelrod served as the Chief Talent Officer for WPP PLC, a global communications services group where she was also an Executive Director, and as a partner at McKinsey & Company. She is co-author of The War for Talent, published by Harvard Business School Press in 2001.   Ms. Axelrod is a proven human resources executive with a professional services background. She is also a thought leader in talent management which is core to Heidrick’s business. Her innovative approach to talent management including the use of data analytics brings to the Board a perspective on the relationship between recruiting talent and commercial success. Ms. Axelrod also brings a digital mindset to the Board informed by her former roles at eBay and at Airbnb.
Director Since: 2016   Board Committees: Human Resources and Compensation Committee (Chair); Nominating and Board Governance Committee

Mary E. G. Bear   Mary E. G. Bear (“Meg”), 51, has been a Product and Engineering leader for SAP (enterprise management software) since 2019, and President & Chief Product Officer for SAP SuccessFactors since July 2021. Previously, she was SVP of product, data and engineering at Juvo (mobile data analytics) from 2018 to 2019. Ms. Bear provided digital transformation and start-up advisory services, among other consultative services, with Meg Bear Advisory from 2017 – 2018. Prior to that, Ms. Bear was SVP and General Manager of Cloud Services at Imperva from 2015 to 2016, and Group VP of Social Cloud at Oracle from 2012 to 2015 and VP of HCM Development from 2005 to 2012.   Ms. Bear specializes in strategic and operational leadership that fuels growth and profitability. A product innovator that delivers disruptive global technology solutions at scale, she has extensive experience across a broad spectrum of technical and business domains, specializing in technology driven growth strategies. Ms. Bear is a patent holder, keynote speaker, TEDx host, change agent and startup advisor and investor.   Her expertise is identifying, developing and scaling technology solutions from concept to profit encompassing business strategy, product management, product development, mergers and acquisitions, and market acceleration.
				Director Since: 2021   Board Committees: Human Resources and Compensation Committee

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				Lyle Logan   Lyle Logan, 63, has served as the Executive Vice President and Managing Director of the Global Financial Institutions Group for The Northern Trust Company (financial services) since 2009. Mr. Logan has served in several leadership positions with Northern Trust during his career, including serving as Executive Vice President and Managing Director, Institutional Sales and Client Servicing for Northern Trust Global Investments from 2005 through 2010; Head of Chicago Private Banking within Northern Trust’s Personal Financial Services unit from 2003 through 2005; and Senior Vice President and Personal Financial Services Manager for Northern Trust’s Midwest Region from 2000 through 2003. Mr. Logan is also the Chair and CEO of The Northern Trust International Banking Corporation.   Mr. Logan served on the board of directors of Adtalem Global Education Inc. (global provider of education services) from 2007 to 2022. He currently serves on the board of Chicago Children’s Memorial Hospital and The Field Foundation. He has been a director of the Company since 2015 and served as the Lead Director from May 2018 until June 2019.   In addition to his financial acumen and deep understanding of capital markets, Mr. Logan also brings significant experience as a client-facing leader in the financial services industry.
Director Since: 2015   Board Committees: Audit & Finance Committee, Nominating and Board Governance Committee

T. Willem Mesdag   T. Willem Mesdag, 69, is the Managing Partner of Red Mountain Capital Partners, an investment management fund based in Denver, Colorado and a Senior Advisor of HPS Investment Partners, an investment management firm based in New York, NY. Previously, he served as a Partner and Managing Director at Goldman Sachs & Co., and as a securities lawyer with Ballard, Spahr, Andrews & Ingersoll. Mr. Mesdag also serves on the board of directors of Destination XL Group, Inc. He previously served on the boards of directors of 3iGroup plc, Encore Capital Group, Inc., Cost Plus, Inc., Nature’s Sunshine Products, Inc., Skandia Group AB and Yuma Energy, Inc.   Heidrick’s Board benefits from Mr. Mesdag’s extensive experience in capital markets, corporate strategy and public company governance. He also brings an investor’s perspective to the Board.
				Director Since: 2016   Board Committees: Audit & Finance Committee (Chair), Human Resources and Compensation Committee

HEIDRICK & STRUGGLES

				Krishnan Rajagopalan   Krishnan Rajagopalan, 63, has been our President and Chief Executive Officer since July 2017. He served as acting President and CEO from April 2017 until July 2017. Prior to becoming President and CEO, Mr. Rajagopalan served as Executive Vice President and Managing Partner – Executive Search since January 2016. Previously, he served as Head of Global Practices beginning in April 2014 and was appointed an Executive Vice President in January 2015. Mr. Rajagopalan has served in other leadership roles with Heidrick, including Global Practice Managing Partner, Technology & Services from 2010 to 2014 and Global Practice Managing Partner, Business/Professional Services from 2007 to 2010. Mr. Rajagopalan joined the firm in 2001 in our executive search business. Prior to joining Heidrick, Mr. Rajagopalan served as Vice President and Partner at A.T. Kearney, Inc.   Mr. Rajagopalan formerly served on the board of KludeIn I Acquisition Corp.   Through his day-to-day management of the Company as President and CEO, Mr. Rajagopalan enhances the Board’s understanding of important business developments and Management’s implementation of the Company’s strategy and day-to-day operations. Mr. Rajagopalan’s years of service in executive search also enhance the Board’s understanding of this critical component of the Company’s business.
Director Since: 2017

Stacey Rauch   Stacey Rauch, 65, is a Director (Senior Partner) Emeritus of McKinsey & Company. She was a leader in McKinsey’s Retail and Consumer Goods Practices, served as the head of the North American Retail and Apparel Practice, and acted as the Global Retail Practice Convener. A 24-year veteran of McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers, and consumer goods manufacturers in the U.S. and internationally. Ms. Rauch was a co-founder of McKinsey’s New Jersey office, and was the first woman at McKinsey appointed as an industry practice leader. She also served on a number of McKinsey’s global personnel committees.   Ms. Rauch is currently the Chair of the Board of the Fiesta Restaurant Group (owner and operator of quick-casual restaurants), where she chairs the Corporate Governance and Nominating Committee and sits on the Compensation Committee. She is also a member of the Board of Directors of Carter’s Inc. (branded marketing of young children’s apparel), where she serves on the Audit Committee and the Nominating and Corporate Governance Committee. She was formerly a member of the boards of directors of Land Securities Group PLC, Ascena Retail Group, Inc., CEB Inc., Ann Inc. (formerly Ann Taylor Stores Corporation) and the Tops Holding Corporation.   Ms. Rauch’s strategic leadership and consulting expertise, coupled with her deep experience as an international business leader, adds important perspectives and diverse insights to the Board.
				Director Since: 2019   Board Committees: Audit & Finance Committee; Nominating and Board Governance Committee (Chair)

PROXY STATEMENT 2023

				Adam Warby, Chair   Adam Warby, 62, served as Chief Executive Officer of Avanade Inc., a leading global provider of professional services for Microsoft digital, cloud and business solutions, from September 2008 to September 2019. Mr. Warby joined Avanade Inc. from Microsoft Corporation as a founding member of this joint venture created by Accenture LLP and Microsoft in April 2000, and was instrumental in managing and growing global business operations, as well as shaping the culture of a diverse team of more than 35,000 digitally connected people across 24 countries. A true global citizen, including living in the United States for seven years, he served as General Manager and Executive Vice President for Avanade’s North American and European operations during his tenure. As Chief Executive Officer of Avanade, Mr. Warby led both organic and inorganic growth, including six acquisitions across Asia, Europe and North America, resulting in annual sales in excess of $3 billion, an amount that more than doubled under his leadership.   Mr. Warby also serves on the boards of directors of SimCorp A/S and SoftwareOne Holding AG. SoftwareOne has nominated Mr. Warby to be elected the independent Chair of its board at its annual general meeting on May 4, 2023. He also sits as a Senior Advisor on KKR’s European Private Equity Portfolio Management Committee and is Chair of the Board of Junior Achievement Europe.   Through over 31 years of strategic leadership and consulting experience, spanning his time at IBM, Microsoft and Avanade, Mr. Warby brings a unique understanding and experience of applying technology in both innovative and practical ways to address the opportunities and challenges stemming from the digital transformations Heidrick’s clients are facing today.
Director Since: 2018   Board Committees: Ex Officio member of all committees

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 advice of Pay Governance LLC, the independent compensation consultant at the time, the NGC recommended, and the Board approved, the following changes to the non-employee director compensation program for 2022, effective May 26, 2022:

These changes were made in light of several considerations, including (1) the results of a market check conducted by the independent compensation consultant, (2) the recognition of the increasing workload of committee chairs, especially the Chair of the NGC, and (3) the recognition that we have a relatively small Board with a distributed workload, which favors a greater emphasis on compensation for Board service rather than for serving as a member of individual committees.

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. Please refer to the section entitled “Executive Compensation” for additional details regarding Mr. Rajagopalan’s compensation.

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 $135,000, typically awarded on the date of each annual meeting of stockholders. Each non-employee director can elect whether the receive his or her annual equity award in the form of stock or RSUs. The RSUs remain unvested until the director retires from the Board. Additionally, non-employee directors receive a cash retainer of $85,000 each per year, payable quarterly in arrears. In addition, the Board chairperson and committee chairpersons receive compensation for their service in these capacities as outlined below.

PROXY STATEMENT 2023

The compensation of our non-employee directors, including all RSUs or shares of common stock, for the 2022 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, 2023, 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.

HEIDRICK & STRUGGLES

Executive Officers

All of the Company’s executive officers have been appointed by and serve at the pleasure of the Board of Directors. Below is the name, age, title, principal occupation and certain biographical information as of April 1, 2023 for each of the Company’s executive officers, excluding Mr. Rajagopalan, whose information is included above under “Director Biographies.”

PROXY STATEMENT 2023

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 (as defined below), 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. The process for reviewing certain relationships and related party transactions are outlined in the Company’s Related Party Transaction Policy 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.

Related Party Transactions. Pursuant to the Related Party Transaction Policy and committee charters, the NGC—in consultation with the AFC—reviews and approves related party transactions. The Related Party Transaction Policy defines a “related party transaction” as a transaction, arrangement or relationship in which the Company or any of it subsidiaries is or will be a participant, the aggregate amount will or may be expected to exceed $120,000 in any fiscal year, and any Related Party has, had or will have a direct or indirect material interest. The definition contains exclusions for certain categories of transactions consistent with SEC rules. A “Related Party” is defined as an executive officer, a director or nominee for director, a stockholder owning more than 5% of any class of the Company’s voting securities, or an immediate family member of any such person.

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 Officer, each director and executive officer is required to disclose in writing to the Company all pertinent information regarding his or her 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, 2022 that required approval under the Company’s Related Party Transaction Policy or the rules and regulations of the SEC.

Conflicts of Interest. When a transaction or relationship involving a potential conflict of interest 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. When a transaction or relationship involving a potential conflict of interest arises at the level of an executive officer other than the CEO, the NGC evaluates the transaction or relationship and approves or ratifies it only if it is judged to be fair and in the best interests of the Company. In either case, conflicts that are not approved or ratified must be removed.

Director Independence Standards. The Board, assisted by the NGC, determines each year whether and which directors can be considered independent based on relationships reported by directors in response to annual

HEIDRICK & STRUGGLES

questionnaires and otherwise. To guide the Board in this process, the Company maintains Director Independence Standards that have been drafted to incorporate, and be more restrictive than, the independence requirements under applicable laws, rules and regulations. Directors who satisfy the Director Independence Standards are deemed to satisfy the requirements of such laws, rules and regulations. Notwithstanding the fact that a director may not satisfy one or more of the Director Independence Standards, the Board may find such director to be an independent director to the extent the Board determines that the relationships which cause the Director Independence Standards not to be met will not interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a member of the Board.

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.

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.

HEIDRICK & STRUGGLES

Proposal 2:

Advisory Vote to Approve 2022 Named Executive Officer Compensation

The Board and the HRCC recommend that our stockholders vote “FOR” the approval, on an advisory basis, of the 2022 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 2022 compensation paid to our named executive officers as disclosed in this proxy statement is hereby RATIFIED.”

PROXY STATEMENT 2023

Compensation

Discussion & Analysis

Introduction

Heidrick is a human capital leadership advisory firm providing executive search, consulting and on-demand talent services to businesses and business leaders worldwide to help them improve the effectiveness of their leadership teams. More specifically, the Company provides these 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, we believe 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.

This Compensation Discussion & Analysis describes and explains the Company’s compensation philosophy and executive compensation program, as well as compensation awarded to and earned by the following persons who were our Named Executive Officers¹ (“NEOs”) for 2022:

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The CD&A is Organized into Four Sections:

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 2022.

2022 Year in Review

2022 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 2019 to exclude expenses for restructuring-related adjustments. The adjustments in 2020 exclude 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. The adjustments in 2022 exclude one-time credits to decrease the earnout payout to the former owners of BTG. 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, 2017, 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, 2017 and ending December 31, 2022.

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

Our executive compensation philosophy focuses on attracting, retaining and motivating leaders that support the Company’s culture and are committed to our mission, growth and strategy. Our executive compensation program is designed to drive long-term stockholder value by aligning our business strategies and operating priorities with stockholders’ interest and rewarding executives for top- and bottom-line growth. A significant portion of executive compensation is based on variable pay, which aligns pay with performance against certain financial metrics relating to the Company’s business strategies and qualitative metrics relating to individual performance. In assessing the individual performance of the NEOs, the HRCC considers, among other things, the NEOs’ achievement of individual and shared performance objectives, contributions to the Company’s strategic initiatives and demonstrated leadership qualities.

The primary objectives of our compensation program are to:

The HRCC regularly reviews the compensation program for the Company’s executives to assess whether 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 this review by the HRCC.

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Compensation Best Practices

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Strong Governance Practices Utilized in Determining Executive Compensation

Role of the HRCC. The HRCC consists entirely of independent directors and is responsible for governance of the executive compensation program, including designing, reviewing and overseeing the program. Each year, the HRCC reviews and approves all compensation decisions relating to the NEOs. When making these compensation decisions, the HRCC analyzes data from the peer group (pages 55-56) and additionally looks to market practices in the executive search and leadership consulting industry. In addition, the HRCC also considers a number of other factors, including:

individual’s contributions relative to other NEOs;

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.

Role of the Board. The HRCC independently reviews the CEO’s performance and recommends the CEO’s compensation to the Board. The Board then independently reviews the CEO’s performance and, based on the recommendation of the HRCC, considers and determines the compensation of the CEO.

Role of the CEO. The HRCC considers input from our CEO in making determinations regarding the compensation of our NEOs, other than our CEO. Following the discussion between the HRCC and the CEO of the annual performance reviews of the NEOs, the CEO presents NEO compensation recommendations to the HRCC for consideration, which includes base salary adjustments, payout results with respect to prior year’s cash incentive under the Management Incentive Plan (“MIP”), equity awards under the long-term incentive plan and targets for the current year’s MIP awards. These recommendations are based upon each individual’s performance and responsibilities, as well as comparative market data, as described below. 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. Until November 2022, the HRCC retained the services of Pay Governance LLC, at which time the HRCC retained the services of Semler Brossy Consulting Group LLC. During 2022, 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 compensation and the CEO’s recommendations for compensation of NEOs. It also 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 2022, the HRCC determined that both Pay Governance LLC and Semler Brossy Consulting Group LLC were 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 program in comparison to those of a selected peer group, which in 2022 (and for the purposes of setting 2022 compensation) consisted of 12 similarly-sized public professional services companies. The HRCC reviews and approves peer group composition each year. 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.

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Consistent with 2021, the 2022 peer group consisted of the following companies:

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 HRCC also considers compensation survey data from the Equilar Total Compensation Report, an executive compensation survey.

The HRCC 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 HRCC reviews the total direct compensation range for each position and the mix of elements to evaluate whether the 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 executive compensation through variable pay, with payout based on Company and/or stock price performance. The NEO compensation program is also designed to deliver a significant proportion of NEO compensation 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 2022 Annual Meeting of Stockholders. The stockholders indicated their strong support for our 2021 executive compensation program, with approximately 95.4% of voting stockholders casting their vote in favor of the say-on-pay resolution.

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The Company had regular and active discussions with its major stockholders on various topics throughout 2022 and, during those conversations, stockholders did not raise any specific issues relating to the design of the Company’s executive compensation program. The HRCC did not make any changes to the executive compensation program as a result of the 2022 say-on-pay vote or the Company’s stockholder outreach efforts during 2022. 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.

2022 Compensation Program

Compensation Elements

Our NEO compensation mix is generally split into three principal components: (i) base salary; (ii) annual cash incentives; and (iii) long-term equity incentives. We believe that having a combination of these elements motivates, challenges and rewards our executives to achieve positive results for our Company and our stockholders. Each element of compensation is summarized as follows:

Element		Form		Compensation Philosophy		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				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				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.

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2022 Executive Total Direct Compensation Mix

The majority of total direct compensation paid to the NEOs for 2022 performance was variable compensation.

2022 Mix of Compensation Paid to CEO		2022 Mix of Compensation Paid to Other NEOs

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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 2022, the HRCC approved the following base salaries for the NEOs:

Annual Incentives

The 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 financial metrics and individual and shared qualitative performance objectives.

The HRCC sets Company and individual performance goals for the NEOs during each year. These goals consist of both financial 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.

2022 Target MIP Percentage

For 2022, the HRCC set the following MIP targets:

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2022 MIP Metrics

The MIP metrics and targets that the HRCC selected for 2022 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 financial performance metrics (weighted at 70%) and individual and shared qualitative performance objectives (weighted at 30%). The objectives and rationale for selecting the MIP performance metrics for the year ended December 31, 2022, and the relative weight of each metric were as follows:

In 2022, the HRCC changed the weighting of financial metrics to bring equal weight to search and non-search revenues. This change is intended to better align the weightings with the Company’s strategic vision of diversification through non-executive search growth within the business.

Payout amounts under the MIP were set for each financial metric based on ”Threshold”, “Target”, “High-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 individual and shared qualitative performance objectives. “Target” performance is the level at which a participant will earn 100% of their respective target award. Depending upon the relationship of the Company’s actual financial performance and the individual’s annual performance review, final payouts under the MIP may be as little as zero (below “Threshold” performance) and as high as 200% of Target (at “Maximum” performance). The “High-Target” payout is set at 150% of Target. The HRCC has discretion to modify any payouts (upwards or downwards) under the MIP as deemed appropriate to ensure plan objectives are met, taking into consideration a variety of Company specific or environmental factors.

The financial metrics were set taking into account the Company’s strategic objectives to align with short and long-term performance, internal budgeting for the relevant year, external guidance and expected market conditions. Each NEO

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also had individual and shared qualitative performance objectives that were reviewed and approved by the HRCC in early 2022 and were aimed at aligning each NEO’s performance to Company’s short-and long-term strategy and goals.

Threshold, Target, High-Target and Maximum Performance Levels for 2022, as well as the actual performance results for the financial performance metrics are set forth below:

Adjusted Operating Income

Search Net Revenues

Non-Search Net Revenues

Qualitative Performance Objectives

Total

Performance

Threshold

$85.4 million

$764.0 million

$165.0 million

Target

$93.4 million

$846.0 million

$174.0 million

High-Target

$104.4 million

$865.0 million

$183.0 million

Maximum

$115.4 million

$914.0 million

$186.0 million

Target     Weighting:     % of Total     Bonus

Actual     Performance

$118.9 million1 127% of Target

$901.9 million 107% of Target

$171.5 million 99% of Target

See below

Bonus Result     For Financial     Metrics

200% x 30% weight: 60%

188% x 20% weight: 37.5%

86% x 20% weight: 17.3%

See below

114.8%

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2022 MIP NEO Qualitative Performance

As discussed above, for 2022, 30% of MIP performance was contingent on achieving individual and shared qualitative performance objectives. The HRCC evaluated the level of achievement for each NEO’s individual and shared qualitative performance objectives in February 2023. However, due to the nature of the objectives, all results are not publicly disclosed for competitive market reasons. The evaluation for our CEO was made by the Board and the HRCC. For all other NEOs, the HRCC, after discussion and review, accepted the recommendations as proposed by the CEO.

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Based on the results of the financial metrics and the accomplishments related to the individual and shared qualitative performance objectives, the NEOs earned annual incentive awards for 2022 as follows: