Ms. Brown joined in 2022, well-qualified technology and healthcare executive, no overboarding concerns (two public boards), strong TSR record — HURN's 3-year return of 71.9% exceeds the peer group median by 98.5 percentage points, far above the 50-point threshold needed to trigger a concern.

Mr. Hussey joined the board in 2023 (within 24 months of the meeting), so the TSR trigger does not apply; he is the sitting CEO with deep operational expertise and no overboarding concerns.

Long-tenured director (since 2006) with extensive financial services and technology expertise; HURN's 3-year TSR of +71.9% beats the peer group median by 98.5 percentage points, well above the 50-point trigger threshold, so no TSR concern applies; no overboarding (one public board seat).

Director since March 2022 with strong financial and healthcare credentials; serves as audit committee chair with clear CPA and CFO background; HURN's peer-relative TSR performance is well within acceptable bounds.

Very long-tenured director (since 2004) with relevant finance and technology experience; serves on two other public company boards which is within the four-board limit; HURN's peer-outperformance of 98.5 percentage points over 3 years comfortably clears the TSR trigger threshold.

Employee director and founding member of Huron with deep institutional knowledge as former CEO; only serves on Huron's public board so no overboarding issue; HURN's strong TSR performance means no TSR trigger applies.

Non-executive chairman since January 2025, director since 2018, with extensive turnaround and executive leadership experience; only one public board seat; HURN's peer-outperformance is well above the trigger threshold.

Director since 2014 with strong legal and governance credentials as Stanford's General Counsel; serves on two public boards (Huron and Exponent) which is within the limit; HURN's strong TSR performance means no TSR concern applies.