The Hackett Group (HCKT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, with key proposals including director elections, an amendment to the stock option plan, an advisory vote on executive compensation, and auditor ratification.

• Shareholders can vote online, by mail, or in person, with detailed instructions provided for proxy voting and revocation.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing three directors, amending the 1998 Stock Option and Incentive Plan to increase share limits by 1,950,000, an advisory say-on-pay vote, and ratification of RSM US LLP as auditor.

• Shareholders may submit proposals or director nominations for the 2026 meeting within specified deadlines and requirements.

Board of directors and corporate governance

• The Board consists of seven members, five of whom are independent; all committees are composed entirely of independent directors.

• The Board is divided into three classes, with staggered three-year terms; current nominees are Ted A. Fernandez, Robert A. Rivero, and Alan T.G. Wix.

• The Board annually reviews strategy, capital allocation, and human capital plans, and regularly monitors execution and risk.

• Stock ownership guidelines require the CEO to hold shares equal to six times base salary.

• Policies prohibit hedging and pledging of company securities by directors and officers without approval.