HEIDRICK & STRUGGLES

Letter to Stockholders

April 11, 2025

Dear Fellow Stockholders,

As we approach our 2025 Annual Meeting of Stockholders, it’s my pleasure to share with you what we accomplished in 2024 and offer some observations on the significant opportunity we see for impact, growth, and value in the years ahead.

Heidrick & Struggles’ mission is to create unrivaled economic value for our clients by discovering and enabling great leaders and great leadership teams. Given the complex (and rapidly changing) business environment globally, it’s abundantly clear that our work has never been more important. Getting the right leaders, in the right roles leading in the right way may be more important than ever.

While we have substantial opportunity ahead of us, we take pride in our performance across 2024. Our teams did an exceptional job leading through change in our organization – and in the world outside – to deliver two sets of solid outcomes:

First, we delivered solid growth. In 2024, we reported $1,098.6 million in consolidated net revenue, reflecting an increase of 7.0% or $71.7 million year-over-year, with all business segments contributing to top-line growth. We also delivered Adjusted EBITDA of $111.2 million with a 10.1% Adjusted EBITDA Margin, as well as Adjusted Diluted Earnings Per Share for 2024 of $3.12.¹

Second, we continued to lay the foundation for sustained value to clients, stockholders, and colleagues through focus on our core strategic goal – developing differentiated, deep, and durable client relationships by:

Obviously, credit for these outcomes belongs with our Heidrick and Struggles colleagues globally. And we know that client need for our support is only going to grow in a world where continued volatility makes decisions about “who” and “how” ever more important. Accordingly, the only way we can meet the enormous needs of our clients is to ensure that Heidrick remains a place where the best people can do their best work. This is far and away our most important strategic priority, year in and year out.

Once again, our Annual Meeting will be conducted virtually, and those attending online will have the same opportunities to participate as they would in-person.

You can attend our Annual Meeting by visiting www.virtualshareholdermeeting.com/HSII2025. There, you can listen to the meeting live, submit questions, and vote. Information about the business to be conducted, attending the meeting and voting your shares is found in the Notice of 2025 Annual Meeting of Stockholders and proxy statement.

We have a great year ahead. On behalf of the Board and our executive team, thank you for your continued confidence and investment in our firm.

Sincerely,
Thomas L. Monahan III
Chief Executive Officer

HEIDRICK & STRUGGLES

Notice of 2025 Annual

Meeting of Stockholders

of Heidrick & Struggles International, Inc.

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Proxy Statement Summary

Annual Meeting of Stockholders May 22, 2025

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 22, 2025 (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/HSII2025. We began distributing these proxy materials to our stockholders on or about April 11, 2025.

Board and Executive Succession

Consistent with the Board’s commitment to refreshment:

Additional information about these changes is provided in the section of this proxy statement captioned “Governance.”

The Company also had several executive changes in 2024 and the beginning of 2025:

A discussion of these executive changes is included in the Compensation Discussion and Analysis (“CD&A”), under the captions “Leadership Succession” and “Agreements in Connection with Leadership Changes.”

2024 Business Highlights

We finished 2024 on a strong note, highlighted by a fourth quarter performance that exceeded our expectations with all business segments contributing to top line growth. In addition, we continue to see early returns from our investments in the Heidrick Navigator platform, most notably through our increasing ability to meet a wider variety of assessment use cases in our Heidrick Consulting service line. As we move into 2025, our team is energized and focused on the significant opportunity for client impact in a complex, volatile world. This opportunity – combined with the focus and caliber of our team – gives us great confidence that we can attain our long-term financial targets. As we discussed at

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our inaugural investor day in December 2024, we serve a large and growing market defined by urgent client needs. We’ve assembled a world class team and unique capabilities to meet those needs. With our iconic brand, powerful technology and valuable intellectual property, we are laser focused on further developing differentiated, deep, and durable client relationships while rapidly achieving the long-term goals we shared and creating value for our clients and stockholders.

Heidrick delivered solid financial performance in 2024:

2024 Compensation Highlights

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2024 Compensation Best Practices

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Key Elements of the 2024 Executive Annual Direct Compensation Program

2024 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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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.

Additional information about voting procedures can be found in the section captioned, “Other Matters, Questions and Answers about the Proxy Materials and the Annual Meeting” later in this proxy statement.

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Who We Are

		Heidrick & Struggles is the world’s foremost advisor on executive leadership, driving superior client performance through premier human capital leadership advisory services.   In our role as trusted leadership advisors, we help clients achieve high performance by discovering and enabling exceptional leaders. We do this by focusing on two primary areas: Talent Acquisition and the Effectiveness of Leaders, Teams and Organizations. Our breadth of offerings help our clients navigate the evolving talent markets and lead across boundaries and divides, to ultimately fulfill their stakeholder needs.   We provide our services through our global network of approximately 460 consultants located in major cities around the world. Our geographical footprint allows us to support clients on a global scale, offering region-specific expertise while leveraging our worldwide resources and insights.

Executive Search

We collaborate with leading organizations worldwide to identify exceptional leaders for critical roles and build high-performing leadership teams that drive success. Our consultants specialize in executive searches for Boards of Directors and the C-suite. We have a highly respected brand, supported by a global network of consultants and offices, all dedicated to fostering an environment where top talent thrives. This is crucial, as our success depends on attracting exceptional professionals and cultivating a culture of inclusion, global collaboration and sustained excellence.

We take a relationship-driven, data-backed approach to executive search, helping clients find dynamic leaders with speed and precision. Our Heidrick Leadership Framework unifies research and analytics to assess leadership impact beyond experience and skills – answering key questions about what makes a great leader today. By integrating digital innovations, we provide world-class insights, empowering organizations to build strong leadership teams that drive success.

On-Demand Talent

Through our leading On-Demand Talent services, we are transforming how our clients quickly access critical talent for critical moments, including flexible independent talent options to fulfil interim executive roles and high impact project needs. Alongside our Search offering, we can help clients rapidly 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. We are a major player in key segments of on-demand talent services in the US and are growing in the UK and the rest of Europe.

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Heidrick Consulting

In our Heidrick Consulting business, we offer a wide range of leadership advisory solutions and work with clients through projects designed to accelerate their human capital strategies and the effectiveness of individual leaders, teams and organizations as a whole. We advise our clients on two key areas:

By applying our deep understanding of the future-ready leadership attributes and behaviors of leaders that are most effective and in demand, many of the world’s top companies consider us a world-class partner to drive performance change and deliver tangible, meaningful and lasting impact.

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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Impact, Sustainability & Culture

		The landscape of leadership is constantly evolving, shaped by technological advancements, shifting geopolitical dynamics, and changing workforce expectations. As organizations navigate these complexities, sustainability remains central to our strategy – ensuring long-term value for our clients, colleagues, and stockholders.   Understanding that no single organization can create lasting, positive impact alone, we are dedicated to helping our clients adapt to the shifting expectations businesses face. As leadership requirements evolve, organizations need assistance in cultivating, accessing, and empowering talent to drive sustainable outcomes. Existing leaders require bespoke support to adapt and grow their leadership approaches. This commitment is central to our mission, both within our organization and for our clients.

Our Impact

Our first and most important category of impact is with our clients and their operations. Across 2024, we took great pride in having partnered with more than 4,000 clients in 30 countries around the world to help them discover and enable exceptional leadership that advances their own performance. We provide talent and human capital solutions that support our clients on their impact journeys – expanding their perspective on talent, developing leaders, and fostering purpose-driven workplaces and communities. Doing this work effectively means not only serving our clients but also considering their key stakeholders through strong governance, impact, and sustainability programs. By attracting, retaining, and developing our own top talent while maintaining robust sustainability and governance initiatives, we help transform client impact into lasting value for both stockholders and stakeholders.

For our complete sustainability story, the Company’s latest Sustainability Report can be found here: https://www.heidrick.com/-/media/heidrickcom/publications-and-reports/heidrick-struggles-2023-sustainability-report.pdf. The information contained in the Company’s Sustainability 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.

Helping Clients Navigate Talent Market Shifts and Lead Across Boundaries

At Heidrick & Struggles, continuous innovation is fundamental to our success and the success of our clients. We solve two major problems for our clients: finding the right leaders for the right roles and addressing the complexities of modern leadership landscapes.

Our clients face evolving cultures, thin leadership pipelines, and volatile economic and political contexts, each with unique stakeholder demands. By offering leadership advisory and organizational development services, we assist clients in finding and nurturing leaders prepared for emerging opportunities in areas such as AI, sustainability, and

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social impact. We identify changemakers who implement solutions that bring value to their people and stakeholders, preparing them for the future.

We help clients establish a culture of purpose and performance, leading across boundaries and divides, and ensuring corporate governance and integrity, equipping leaders to excel in a fast-paced environment. Through an investment in building our leadership assurance practice, we ensure that our clients have the right leaders to navigate complex and evolving business landscapes.

We continue to support sustainable and inclusive business practices, driving positive impact in the communities we serve and the industries we operate in.

Creating a Culture of Inclusion, Belonging and Excellence

Through a culture of inclusion, collaboration, and excellence, Heidrick focuses on attracting, developing, and retaining top talent. We foster a workplace where employees are engaged and satisfied, driving sustainable growth and retention. As of December 31, 2024, women represented 64% of our overall workforce and people of color represented 26% of our U.S. workforce.

Culture. We are collectively focused on fostering a culture that brings a spectrum of ideas and experiences to our work and empowers our colleagues to collaborate across geographies and solution areas for their own enrichment and for the benefit of our clients. By integrating principles of inclusive leadership and fostering a sense of belonging and engagement, we believe we cultivate wide-ranging ideas and perspectives and improve business outcomes. At its core, this approach is about getting the best out of everyone, across the whole organization. We design our inclusion and belonging initiatives to improve employee engagement and satisfaction, accelerate our business strategy and ultimately drive sustainable growth and employee retention.

Talent Engagement. We offer employees the opportunity to regularly and anonymously comment on their experience at Heidrick & Struggles through employee engagement surveys. We use the tool to evaluate various areas of the employee experience and we leverage the results to evaluate and inform programming opportunities, development needs and managerial performance. Data from the surveys is shared anonymously with key leaders across geographies, practices and businesses, and leaders are encouraged to engage with their teams on the themes reflected in the survey results. In 2024, we conducted three firm-wide surveys with a total aggregate employee participation of 85%.

Talent Development. 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 and/or enhancing internal leadership, business development, account management, client service, and leadership skills among our employees. In 2024, we delivered over 650 hours of instructor-led, facilitated training to our colleagues globally, and employees completed over 6,400 self-paced courses. Our programming was deployed in both virtual and in-person formats and includes live and on-demand eLearning. These programs are regularly updated to align with our evolving strategic priorities, shifting client needs and employee feedback.

For instance, in 2024, we launched One Heidrick Learning, a global virtual learning series to develop soft and hard skills, share knowledge across our client solution areas, and provide opportunities for employees to connect with colleagues at all levels across the globe. As part of our talent management framework, we conduct a mid-year review and a thorough performance review process at year-end, as well as periodic talent reviews across the organization, which are designed to track performance, agree on development needs, cultivate succession potential for leadership roles and identify broader talent gaps. Additionally, we encourage our employees to explore internal career mobility opportunities, offering additional options with their career path and development opportunities within the firm.

Uniting Our Teams: Engaging in Our Communities

We are proud members and enthusiastic participants in supporting the communities we are a part of. Our Heidrick Cares Committee provides a coordinated, global approach to supporting philanthropic causes and endeavors that

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impact our employees, clients and communities. In 2024, employees participated in our 6th Global Day of Service where over 900 colleagues in over 45 offices around the world donated over 4,000 hours to and raised funds for over 50 non-profit organizations. We also support our employees who bring attention to philanthropic causes and organizations that they engage with independently.

Driving Efficiency: Reducing Our Carbon Footprint

As one of the world’s largest executive search and leadership advisory firms, we are committed to transparently reducing the environmental impact of our offices and operations.

Carbon Footprint. We expanded our emissions measurement from 2019 to today to better understand the Company’s pre-pandemic footprint and create actionable plans for reducing it. To that effect, we are actively working on setting emission reduction targets aligned with the Science Based Target initiative, which we plan to have verified in 2025. Our proposed targets and implementation plans were developed in partnership with internal stakeholder groups, working across business lines, geographies and functions, to effectively reduce our carbon emissions, while maintaining our client focus. As we formalize these targets, we continue to make strides to reduce our emissions as our business continues to grow; our emissions intensity per employee decreased by 38% from 2019 to 2023.

Carbon Projects. We continued to partner with Indigo Ag for a multi-year climate projects program. Indigo Ag develops biological and digital technologies to improve farmer profitability, environmental sustainability, and consumer health. Their verified carbon projects support farmers who adopt regenerative, sustainable agricultural practices that reduce and sequester carbon dioxide while enriching the soil.

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Governance

At Heidrick, we regularly monitor and evaluate best practices and new developments in effective corporate governance against our current practices. Good governance is an imperative both for our own internal practices, and for our role as a trusted advisor to boards and C-suites on wide-ranging issues.

Our reputation is built on our 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, our governance oversight practices reinforce this commitment at all levels. We invest in our people, who are responsible for keeping careful watch over the Company’s assets and those entrusted to us.

We are committed to translating our values and strategy into measurable results in order to improve on topics 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 Composition and Attendance

On September 19, 2024, the Board appointed two new independent directors to the Board: Vijaya V. Kaza and Timothy L. Carter. In addition, Lyle Logan resigned from the Board effective September 26, 2024.

The current members of the Board of Directors are: Elizabeth L. Axelrod, Mary E. G. Bear, John Berisford, Timothy Carter, Vijaya Kaza, Willem Mesdag, Thomas L. Monahan III, Stacey Rauch and Adam Warby. Mr. Mesdag is not nominated for reelection and will retire after the 2025 Annual Meeting.

The Board held six meetings during 2024. Each member of our Board of Directors (individually, “director”, and together, “directors”) attended at least 75% of the aggregate number of Board and committee meetings that occurred in 2024 during his or her tenure on the Board. 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 our then-current directors attended in 2024. The Company believes that annual meetings provide an opportunity for stockholders to communicate with directors.

Board Leadership Structure

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. 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.

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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”). 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. 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. Our Corporate Governance Guidelines, our Director Independence Standards and our Related Party Transaction Policy can be found at https://investors.heidrick.com/corporate-governance.

In addition to the review of the Nominating and Corporate Governance Committee (“NGC”), 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. 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 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: Ms. Axelrod, Ms. Bear, Mr. Berisford, Mr. Carter, Ms. Kaza, Mr. Logan, Mr. Mesdag, Ms. Rauch, and Mr. Warby. Because Mr. Monahan has been employed by the Company as our CEO since his appointment to the Board, and Mr. Rajagopalan was employed by the Company as our President and CEO during his tenure as a member of the Board, neither qualifies as independent.

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. The Related Party Transaction Policy defines a “related party transaction” as a transaction, arrangement or relationship in which the Company or any of its 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 an 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

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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, 2024, 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 or Chief Legal Officer, the potential conflict must be disclosed to the Chief Legal Officer (or the CEO if the potential conflict involves the Chief Legal Officer) and if the Chief Legal Officer (or the CEO, as applicable) determines a conflict exists, the Chief Legal Officer (or the CEO) will submit the conflict to the Chair of the NGC and the Chair of the NGC will determine if a conflict exists and if so, will disclose the conflict to the full NGC and the NGC will decide whether to waive the conflict or require the executive officer or the Chief Legal Officer to remove the conflict. In either case, conflicts that are not approved or ratified must be removed.

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.

Board and Committee Self-Assessments

Our Board conducts an annual self-assessment led by the NGC. 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 his or her 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.

Board Committees

The Board has three standing committees: the Audit & Finance Committee (“AFC”), the Human Resources and Compensation Committee (“HRCC”) and the 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 and Nasdaq Rules. The Board has approved a written charter for each standing committee, which the Board reviews annually and revises as appropriate. The charters define each committee’s 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 the current membership and the frequency of meetings for each Board committee.

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.

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		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. The AFC also views reports from management with respect to significant enterprise-wide risks facing the Company, including but not limited to, financial and cybersecurity risks.” 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. Berisford, Carter and Mesdag each qualify as an “audit committee financial expert” within the meaning of the SEC Rules. All of the members of the AFC are 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 through 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 stockholders.

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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. 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 a global inventory of its executive and non-executive compensation programs annually, 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 in conjunction with the compensation consultant 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 “clawbacks” 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.

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Code of Ethics

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

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

EthicsLine

We foster a “Speak Up” culture where employees are encouraged to speak to their colleagues, managers or representatives from Legal and Human Resources whenever an ethical dilemma or situation arises. As an integral part of our ethics program, we maintain 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.

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 through mandatory annual data privacy 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.

The Company is privileged to interact with hundreds of thousands of individuals globally as they go on a professional journey. We are subject to various 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 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. 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,

HEIDRICK & STRUGGLES

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. More information can be found on our website: https://www.heidrick.com/en/privacy/privacy-notice-english.

Information Security and Cybersecurity

Cybersecurity risk management, confidentiality and information security are core to our corporate vision and values. We employ 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 cybersecurity incidents and data leakage. We also continually evaluate the operating effectiveness of our cybersecurity measures.

Some key safeguards we have undertaken to assess, identify and manage material risks from cybersecurity threats include, but are not limited to:

The AFC, comprised entirely of independent directors, assists the Board in its responsibilities of overseeing what the Company has established, documented, and maintained and periodically reevaluates its processes with respect to cybersecurity. Our Chief Information Security Officer (“CISO”) briefs the AFC on cybersecurity matters, including on the evolving threat landscape and the Company’s enhanced efforts in light of emerging risks, no less than twice per year, and in 2024, our CISO provided cybersecurity updates to the AFC three times during the course of the year. In addition to formal updates provided to the AFC, our CISO maintains regular communication throughout the year with members of the AFC on these issues. The chair of the AFC also briefs the full Board on cybersecurity matters discussed amongst the AFC. Cybersecurity risks are also reviewed and discussed with the AFC and the full 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.

PROXY STATEMENT 2025

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, to date and to the Company’s knowledge, the Company has not experienced a material cybersecurity incident, and as a result, cybersecurity threats have not had a material impact on the Company’s business strategy, results of operations, or financial condition.

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 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 seven highly-qualified directors have been added since 2019, including two in 2024. We believe that the Board possesses an appropriate mix of backgrounds, perspectives, skills and experiences. Nevertheless, when we consider additional candidates, we look for individuals who can further enhance our Board by providing additional perspectives, skills, qualifications and experience.

Director Nominees

There are eight nominees to be considered for election to our Board: Elizabeth L. Axelrod, Mary E. G. Bear, John Berisford, Timothy Carter, Vijaya Kaza, Thomas L. Monahan III, 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 2024 annual stockholders meeting, except for Timothy Carter and Vijaya Kaza who were referred through the Company’s Executive Search business. 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 2026 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.

PROXY STATEMENT 2025

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 qualified and independent 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 wide-ranging perspectives to improve decision making, risk management and corporate governance. 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.

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 in Proposal 1 of this proxy statement. The directors’ ages are shown as of April 11, 2025. There are no family relationships among our directors or executive officers.

HEIDRICK & STRUGGLES

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 COMPOSITION MATRIX

Experience9

Axelrod

Bear

Berisford

Carter

Kaza

Monahan

Rauch

Warby

PUBLIC CO. CEO EXPERIENCE

PROFESSIONAL SERVICES INDUSTRY

HUMAN CAPITAL

C-SUITE / GENERAL MANAGEMENT EXPERIENCE

INTERNATIONAL

RISK MANAGEMENT

INFORMATION SECURITY /CYBERSECURITY

MERGERS & ACQUISITIONS

FINANCIAL LITERACY

TECHNOLOGY / DIGITAL

PRODUCT STRATEGY & DEVELOPMENT

CUSTOMER-FOCUSED / SALES

PUBLIC COMPANY BOARD

AUDIT COMMITTEE FINANCIAL EXPERT

GENDER DIVERSITY

RACIAL & ETHNIC DIVERSITY

PROXY STATEMENT 2025

Director Biographies

								Elizabeth L. Axelrod, 62   Career Highlights:   ●   Airbnb, Inc. (Nasdaq: ABNB) (2017-2021)   ○   Global Head of Employee Experience   ●   eBay, Inc. (Nasdaq: EBAY) (2005-2015)   ○   Senior Vice President, Human Resources   ●   WPP PLC (NYSE: WPP) (2002-2005)   ○   Chief Talent Officer   ●   McKinsey & Company (1989-2002)   ○   Partner   Current Public Board Service:   ●   YETI Holdings, Inc. (NYSE: YETI) (2023-present)   Past Public Board Service:   ●   WPP plc (NYSE: WPP) (2002-2005)   Qualifications:   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, 53   Career Highlights:   ●   SAP SuccessFactors   ○   President & Chief Product Officer (2021-2023)   ○   Product and Engineering Leader (2019-2021)   ●   Juvo Mobile Inc. (2018-2019)   ○   SVP of Product, Data and Engineering   ●   Meg Bear Advisory (2017-2018)   ○   Consultant   ●   Imperva, Inc. (2015-2016)   ○   SVP and General Manager of Cloud Services   ●   Oracle Corporation (NYSE: ORCL)   ○   Group VP of Social Cloud (2012-2015)   ○   VP, HCM Development (2005-2012)   Qualifications:   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

HEIDRICK & STRUGGLES

PROXY STATEMENT 2025

								Vijaya Kaza, 53   Career Highlights:   ●   Airbnb, Inc. (Nasdaq: ABNB)   ○   Chief Security Officer & Vice President, Engineering – Trust and Safety (2019-Present)   ●   Lookout Inc.   ○   Chief Development Officer (2017-2019)   ●   FireEye Inc.   ○   Senior Vice President, Cloud Products & Engineering (2015-2017)   ●   Cisco Systems Inc. (Nasdaq: CSCO)   ○   Engineering Executive, Security Business Group (1998-2015)   Qualifications:   Ms. Kaza brings over two decades of experience in the technology sector and has been instrumental in driving digital transformation and product development in high-growth technology companies. Her technical expertise and leadership in AI/ML, Cybersecurity, and SaaS/Cloud security will provide significant value to Heidrick & Struggles amid the evolving leadership landscape.
Director Since: 2024    Board Committees:        Audit & Finance Committee

HEIDRICK & STRUGGLES

Stacey Rauch, 67   Career Highlights:   ●   McKinsey & Company   ○   Senior Partner Emeritus (2010-present)   ○   Senior Partner (1998-2010)   ○   Head of North American Retail and Apparel Practice (2001-2008)   ○   Partner (1993-1998)   ○   Associate (1986-1993)   Current Public Board Service:   ○   Carter’s Inc. (NYSE: CRI) (2022-present)   Past Public Board Service:   ●   Fiesta Restaurant Group (Nasdaq: FRGI) (2012-2023; Chair 2017-2023)   ●   Land Securities Group PLC (LSE: LAND.L) (2012-2021)   ●   Ascena Retail Group, Inc.(Nasdaq: ASNA) (2017-2021)   ●   CEB, Inc. (NYSE: CEB) (2014-2017)   ●   Ann, Inc. (NYSE: ANN) (2011-2015)   Qualifications:   Ms. Rauch’s strategic leadership, significant public company governance experience, and consulting expertise, coupled with her deep experience as an international business leader, adds important perspectives and insights to the Board.
										Director Since: 2019      Board Committees:    Audit & Finance     Committee,    Nominating and Board    Governance Committee    (Chair)

Adam Warby, Chair, 64   Career Highlights:   ●   KKR & Co. Inc.   ○   Senior Advisor (2020-Present)   ●   Avanade Inc.   ○   Chief Executive Officer Emeritus (2019-present)   ○   Chief Executive Officer (2008-2019)   ○   EVP Europe (2005-2008)   ○   EVP Americas (2001-2004)   ●   Microsoft Corporation/Avanade, Inc. (1991-2000)   ○   General Manager, Midwest District (1999-2000)   ○   General Manager, Enterprise Services Global (1996-1999)   Current Public Board Service:   ●   Ocado Group (Chair) (OTCMKTS: OCDDY) (2024-present)   ●   SoftwareOne Holding AG (Chair) (SWON: SWX) (2023-present)   ●   KKR & Co. Inc. (NYSE: KKR) (2020-present)   Past Public Board Service:   ●   SimCorp A/S (Nasdaq Copenhagen: SIM) (2017-2023)   Qualifications:   Through over 35 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.

PROXY STATEMENT 2025

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. 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.

Mr. Monahan, who was a director and also has been our CEO since March 4, 2024, did not receive any additional compensation, nor did Mr. Rajagopalan, who was a director and was also our President and CEO until March 4, 2024. Please refer to the section entitled “Executive Compensation” for additional details regarding Mr. Monahan’s and Mr. Rajagopalan’s compensation.

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 Semler Brossy Consulting Group LLC, the Company’s independent compensation consultant, two changes were made to the non-employee director compensation program for 2024. First, non-employee directors receive a cash retainer each per year, payable quarterly in arrears. The amount was increased from $85,000 to $90,000. Additionally, each non-employee director receives an annual equity award of either restricted stock units (“RSUs”) or shares of common stock, typically awarded on the date of each annual meeting of stockholders. Each non-employee director can elect whether to receive his or her annual equity award in the form of common stock or RSUs. The RSUs remain unvested until the director retires from the Board. In 2024, the value of the award was increased from $135,000 to $150,000.

In addition, the Board chairperson and committee chairpersons receive compensation for their service in these capacities as outlined below. The annual cash retainer for the Board Chair was increased from $100,000 to $125,000 in May 2024.

HEIDRICK & STRUGGLES

The compensation of our non-employee directors, including all RSUs or shares of common stock, for the 2024 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 five times his or her annual cash retainer in Company common stock within three years of joining the Board. As of March 27, 2025, 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.

PROXY STATEMENT 2025

Executive Officers

All 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 11, 2025 for each of the Company’s executive officers.

Tom Monahan				Mr. Monahan, 58, was appointed Chief Executive Officer on March 4, 2024. His biographical information is summarized above in Proposal 1 in “Director Biographies.”
				Mr. Sinha, 41, was appointed Chief Financial Officer on January 6, 2025. Previously, he served as Chief Financial Officer of Checkout.com, a global regulated payments company. Mr. Sinha joined Checkout.com in November 2021 as Senior Vice President, Corporate Finance and Strategy and was appointed CFO of Checkout.com in February 2023. Prior to Checkout.com, Mr. Sinha served in various senior finance and strategy roles at T. Rowe Price since 2018, including Global Head of Product from May 2021 to November 2021 and Vice President in the CFO Group from September 2018 to May 2021. Previously, Mr. Sinha served at McKinsey & Co. in multiple stints going back to 2005 and through 2018 in Financial Services Practice. He also served at Serent Capital, a private equity firm.
Nirupam Sinha
				Mr. Murray, 50, was appointed President, effective March 4, 2024. He previously served as the Company’s Global Managing Partner of Executive Search, Regions since 2022, where he was member of the global management committee and was responsible for leading the firm’s global executive search business and client operations. Prior to that role, Mr. Murray served in various other roles at the Company since 2018, including Global Managing Partner of the Company’s Global Technology & Services Practice from 2021 until 2022, Americas Managing Partner of the Company’s Global Technology & Services Practice from 2020 until 2021 and Partner in the Company’s Global Technology & Services Practice beginning in 2018. Prior to joining Heidrick & Struggles, Mr. Murray was Chief Talent Officer and Senior Vice President of Global Human Resources for Dell, focused on succession planning, talent acquisition, learning and development, talent management and human resources for global sales and marketing. Prior to that, he was Chief Talent Officer for EMC, which merged with Dell in 2016 making it the world’s largest privately controlled tech company at the time.
Tom Murray

HEIDRICK & STRUGGLES

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. For information about certain Company policies applicable to our executive officers, refer to the Governance section above in this proxy statement in the section captioned, “Certain Relationships and Related Party Transactions.”

PROXY STATEMENT 2025

Proposal 2

Advisory Vote to Approve 2024 Named Executive Officer Compensation

The Board and the HRCC recommend that our stockholders vote “FOR” the approval, on an advisory basis, of the 2024 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 2024 compensation paid to our named executive officers as disclosed in this proxy statement is hereby RATIFIED.”

HEIDRICK & STRUGGLES

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 we enable profitable growth and advance our high-performance organization by using culture as a strategic differentiator to attract, develop, and retain the highest-performing talent.

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.

PROXY STATEMENT 2025

Our Named Executive Officers

This CD&A 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 are our Named Executive Officers (“NEOs”) for 2024, listed with their titles as of April 11, 2025:

Recent changes in our executive leadership are described in the following section captioned “Leadership Succession.”

Leadership Succession

The Board and HRCC have overseen multiple executive changes through 2024 and early 2025 described below, including related compensation arrangements that are described later in this CD&A under the caption “Agreements in Connection with Leadership Changes.”

HEIDRICK & STRUGGLES

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 2024.

2024 Year in Review

Heidrick finished 2024 on a solid note:

PROXY STATEMENT 2025

HEIDRICK & STRUGGLES

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. 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. The adjustments in 2023 exclude restructuring charges. The adjustments in 2024 exclude restructuring charges, goodwill impairment, and on-time adjustments to earnout payouts to former owners of Atreus and businessfourzero. Adjusted Operating Margin refers to Adjusted Operating Income as a percentage of Net Revenue.

Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization, as adjusted, to the extent they occur, for earnout accretion, earnout fair value adjustments, contingent compensation, deferred compensation plan income or expense, certain reorganization costs, impairment charges and restructuring charges. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of Net Revenue in the same period.

A reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in 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’ interests and rewarding executives for top- and bottom-line growth. A significant portion of executive compensation is comprised of 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 executive officers, the HRCC considers, among other things, the individual’s achievement of both individual and shared performance objectives, contributions to the Company’s strategic initiatives and demonstrated leadership qualities.

The compensation philosophy established by the HRCC is implemented for both executive and non-executive compensation programs globally and evaluated periodically by the HRCC. While the HRCC directly considers and acts upon the compensation of executive officers, the compensation of non-executive employees is determined by their respective management organizations.

Our Named Executive Officers for 2024 include current and former executive officers, and the Company’s Vice President, Controller, Mr. Bondi. In order to facilitate a description of how Mr. Bondi’s compensation is administered differently, in this CD&A, “NEOs” refers to the entire group of Named Executive Officers, and “Executive NEOs” refers to those Named Executive Officers aside from Mr. Bondi.

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 advisory 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.

PROXY STATEMENT 2025

Compensation Best Practices

HEIDRICK & STRUGGLES

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 Executive NEOs. When making these compensation decisions, the HRCC analyzes data from the peer group discussed below and additionally looks to market practices in the executive search and leadership advisory industry. In addition, the HRCC also considers a number of other factors, including, but not limited to:

The HRCC determines and approves the compensation of the Executive NEOs based on this evaluation. In making its decisions, the HRCC does not apply formulaic weighting to any of the above factors. The HRCC also oversees compensation programs in the Company globally, which also consider individual responsibilities, internal considerations such as those listed above, and benchmarking of employee compensation elements in their field and market.

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 Executive NEOs, other than our CEO. Following the discussion between the HRCC and the CEO of the annual performance reviews of the Executive NEOs, the CEO presents Executive 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 in the form of Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”), 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. For 2024, the HRCC continued to retain the services of Semler Brossy. During 2024, 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 pay programs for the Company’s search professionals. 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 Executive NEOs. It also reviews and confirms the peer group used by the Company to prepare market compensation data for Executive NEOs, and provides ad hoc support to the HRCC, including discussing executive compensation and related corporate governance trends. In 2024, the HRCC reaffirmed that Semler Brossy was independent and its work for the HRCC has not raised any conflicts of interest. This determination was reaffirmed after reviewing the independence factors set out in the Nasdaq Rules on an annualized basis.

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 2024 (and for the purposes of setting 2024 compensation) consisted of 14 similarly sized public companies. The HRCC uses the peer group to compare total direct compensation and each of the compensation elements for each Executive NEO against those for positions at peer group companies with similar

PROXY STATEMENT 2025

responsibilities. The HRCC also uses the peer group to gain insight into executive pay programs and practices at those companies. The HRCC reviews and approves the peer group composition with the advice of the independent compensation consultant, Semler Brossy, each year. When the HRCC reviewed the peer group in December 2023 it determined to retain the peer group already in effect based upon January 2023. Consistent with 2023, the 2024 peer group comprised the following companies:

In determining executive 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 Executive 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 Executive 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 Executive NEO compensation program is also designed to deliver a significant proportion of Executive NEO compensation in the form of equity and thus aligns their 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 2024 Annual Meeting of Stockholders. The stockholders indicated their strong support for our 2023 executive compensation program, with approximately 95.2% of voting stockholders casting their vote in favor of the say-on-pay resolution.

The Company had regular and active discussions with its major stockholders on various topics throughout 2024, including at the Company’s Investor Day conference. 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 2024 say-on-pay vote or the Company’s stockholder outreach efforts during 2024. 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.

HEIDRICK & STRUGGLES

2024 Compensation Program

Compensation Elements

The following discussion represents our compensation programs for the fiscal year 2024. The HRCC may adjust compensation due to special circumstances such as for new hire, promotion and/or termination. In connection with the leadership changes described above in “Leadership Succession”, the Company entered into certain agreements with our NEOs. These agreements are described in “Arrangements in Connection with Leadership Changes” and include one-time compensation elements related to hiring, promotion, services to and/or departure from the Company.

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. The Long-Term Incentive element for non-executive employees such as Mr. Bondi is entirely in the form of RSUs. Each element of compensation is summarized as follows:

PROXY STATEMENT 2025

2024 Executive NEO Total Direct Annual Compensation Mix

The majority of total direct compensation paid to the Executive NEOs in their annual employee compensation package for 2024 performance was variable compensation. Consistent with the HRCC’s compensation philosophy, these charts illustrate the mix of annual compensation for our CEO, Mr. Monahan, and for the other Executive NEOs, and do not include one-time cash or equity incentive awards associated with hiring and promotion. All of the compensation elements received by all NEOs in 2024 are presented in the compensation tables following this CD&A.

2024 Mix of Compensation Paid to CEO		2024 Mix of Compensation Paid to Other Executive NEOs1

Base Salary

Base salaries of Executive NEOs 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 connection with the appointment of Mr. Monahan as the Company’s CEO and President, the HRCC approved an annualized base salary of $900,000 effective March 4, 2024. In connection with the promotion of Mr. Murray to become President, the HRCC approved an annualized base salary of $750,000 effective March 1, 2024. Additionally, the HRCC approved an increase in base salary for Ms. Heaton from $425,000 to $450,000, effective January 1, 2024, to reflect better alignment to market for her role.

Mr. Bondi’s salary was not set by the HRCC and is presented with other compensation elements in the Summary Compensation Table. Base salaries of non-executive employees such as Mr. Bondi also are benchmarked periodically for alignment to the market for their role. Each year the salaries of non-executive employees are reviewed by their respective management organization and immediate supervisors, taking into consideration individual performance, internal pay equity, functional expertise, experience and scope of responsibilities.

HEIDRICK & STRUGGLES

The HRCC’s decisions regarding Executive NEOs are reflected in the following table:

Annual Cash Incentives

The MIP is the vehicle through which executive officers are rewarded with an annual cash bonus for achieving specific short-term performance goals over a one-year period. The MIP rewards our executives for achieving key annual financial metrics and individual and shared qualitative performance objectives. The HRCC sets Company and individual performance goals for the executive officers during each year. These goals consist of both financial and qualitative performance objectives. Each Executive NEO is assigned a bonus opportunity expressed as a percentage of their base salary. In 2024, the HRCC set the following bonus opportunity targets for Executive NEOs: Mr. Monahan, 150%; Mr. Murray, 125%; Mr. Harris, 100%; Ms. Heaton, 75%; and Ms. Payne, 75%. In determining the payout, the HRCC considers the reviews conducted by the CEO of the other executives 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.

Mr. Rajagopalan did not participate in the MIP for 2024 due to his retirement from the Company effective April 1, 2024. Mr. Harris’ eligibility for a bonus under the MIP ended when his employment ended on August 16, 2024.

Other senior management employees such as Mr. Bondi may also participate in a similar annual discretionary cash bonus program pursuant to our Company Incentive Plan, administered by their respective management organizations and immediate supervisors, and not directly by the HRCC. In 2024, Mr. Bondi participated in an annual cash bonus program with a bonus opportunity target of 40% of his base salary, the payout of which was determined taking into consideration Company and individual performance, and the result of which is reported in the Summary Compensation Table.

Refer to “Agreements in Connection with Leadership Changes” for information regarding one-time cash incentive opportunities granted to certain of our NEOs.

PROXY STATEMENT 2025

2024 Target MIP Percentage for Executive NEOs

For 2024, the HRCC set the following MIP targets for Executive NEOs:

2024 MIP Performance Metrics for Executive NEOs

The MIP metrics and targets that the HRCC selected for Executive NEOs for 2024 tie directly to our operational and strategic goals. Under the MIP, determination of the payout level (if any) for each Executive 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 Executive NEOs for the year ended December 31, 2024, and the relative weight of each metric were as follows:

HEIDRICK & STRUGGLES

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. “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 the 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. The HRCC and the Company believe they have set targets with appropriate rigor after taking these factors into account. Each Executive NEO also had individual and shared qualitative performance objectives that were reviewed and approved by the HRCC in early 2024 and were aimed at aligning each Executive NEO’s performance to Company’s short-and long-term strategy and goals.

Threshold, Target, High-Target and Maximum Performance Levels for Executive NEOs for 2024, as well as the actual performance results for both the financial performance metrics and the qualitative performance objectives are set forth below:

Adjusted EBITDA

Search Net Revenues

Non-Search Net Revenues

Qualitative Performance Objectives

Total

Performance

Threshold

$109.3 million

$702.0 million

$265.0 million

Target

$121.4 million

$780.0 million

$294.4 million

High-Target

$133.5 million

$819.0 million

$309.1 million

Maximum

$145.7 million

$842.4 million

$318.0 million

Target  Weighting:  % of Total  Bonus

Actual  Performance

$143.6 million1 191.3% of Target

$818.4 million 149.2% of Target

$280.2 million 75.9% of Target

See below

Bonus Result

191.3% x 30% weight: 57.4%

149.2% x 20% weight: 29.8%

75.9% x 20% weight: 15.2%

100.0% x 30% weight: 30%

132.4%

Results: All  Executive  NEOs

PROXY STATEMENT 2025

2024 MIP Executive NEO Qualitative Performance

As discussed above, for 2024, 30% of MIP performance for Executive NEOs was contingent on achieving individual and shared qualitative performance objectives. The HRCC evaluated the level of achievement for each Executive NEO’s individual and shared qualitative performance objectives in February 2025. 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 Executive NEOs still employed by the Company in February 2025, the HRCC, after discussion and review, accepted the recommendations proposed by the CEO.