We grant share-based awards under the Company's 2012 Omnibus Incentive Plan (the “2012 Plan”) which permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock. Subsequent to the initial approval of the 2012 Plan and through December 31, 2024, our shareholders approved amendments to the 2012 Plan to increase the number of shares authorized for issuance to 5.4 million, in the aggregate. As of December 31, 2024, 0.8 million shares remain available for issuance under the 2012 Plan.

On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the managing director and principal levels who do not receive equity-based awards as part of their normal compensation plan. Under the SOPP, eligible employees may elect to use after-tax payroll deductions or cash contributions to purchase shares of the Company’s common stock on certain designated purchase dates. Employees who purchase stock under the SOPP are granted restricted stock equal to 25% of their purchased shares. Vesting of the restricted stock is subject to both a time-based vesting schedule and a requirement that the purchased shares be held for a specified period. Subsequent to the initial approval of the SOPP and through December 31, 2024, our shareholders approved amendments to the SOPP to increase the total number of shares authorized for issuance to 0.9 million, in the aggregate. As of December 31, 2024, 0.2 million shares remain available for issuance under the SOPP.

It has been our practice to issue shares of common stock upon exercise of stock options and granting of restricted stock from authorized but unissued shares, with the exception of the SOPP under which shares are issued from treasury stock. Certain grants of restricted stock under the 2012 Plan may be issued from treasury stock at the direction of the Compensation Committee. The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and SOPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest.

Share-based awards outstanding under our 2012 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions.

Total share-based compensation cost recognized for the years ended December 31, 2024, 2023, and 2022 was $45.1 million, $45.7 million, and $31.0 million, respectively, with related income tax benefits of $9.4 million, $9.3 million, and $6.8 million, respectively. The $45.1 million of shared-based compensation cost recognized in 2024 included $0.5 million recorded to restructuring charges as it related to the modification of certain nonvested share-based compensation awards to accelerate vesting upon the completed sale of the Studer Education practice. As of December 31, 2024, there was $64.4 million of total unrecognized compensation cost related to nonvested share-based awards. This cost is expected to be recognized over a weighted average period of 2.8 years.

The grant date fair values of our restricted stock are measured based on the fair value of our common stock at grant date and amortized into expense over the service period. Subject to acceleration under certain conditions, the majority of our restricted stock vests annually over four years.


	Number of Shares			Weighted Average Grant Date Fair Value (in dollars)
	2012 Omnibus Incentive Plan	Stock Ownership Participation Program	Total
Nonvested restricted stock at December 31, 2023	926	17	943	$	63.00
Granted	355	21	376	$	98.94
Vested	(388)	(17)	(405)	$	61.32
Forfeited	(76)	(2)	(78)	$	77.14
Nonvested restricted stock at December 31, 2024	817	19	836	$	78.68

The aggregate fair value of restricted stock that vested during the years ended December 31, 2024, 2023, and 2022 was $40.3 million, $27.6 million, and $18.4 million, respectively. The weighted average grant date fair value per share of restricted stock granted during 2023 and 2022 was $80.84 and $49.69, respectively.

The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and/or company-wide performance goals. Following the performance period, certain awards are subject to the completion of a service period, which is generally an additional two years. These earned awards vest on a graded vesting schedule over the service period. For certain performance awards, the recipients may earn additional shares of stock for performance achieved above the stated target. The grant date fair values of our performance-based share awards are measured based on the fair value of our common stock at grant date. Compensation cost is amortized into expense over the service period, including the performance period.

The table below summarizes the performance-based stock activity for the year ended December 31, 2024. All nonvested performance-based stock outstanding at December 31, 2024 and 2023 was granted under the 2012 Omnibus Incentive Plan.


	Number of Shares	Weighted Average Grant Date Fair Value (in dollars)
Nonvested performance-based stock at December 31, 2023	454	$	60.72
Granted(1)	265	$	99.40
Vested	(264)	$	53.29
Forfeited(2)	(34)	$	78.93
Nonvested performance-based stock at December 31, 2024(3)	421	$	78.27

(1)Shares granted in 2024 are presented at the stated target, which represents the base number of shares that could be earned. Actual shares earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.

(3)Of the 421,000 nonvested performance-based shares outstanding as of December 31, 2024, 327,236 shares were unearned and subject to achievement of specific financial goals. Once earned, the awards will be subject to time-based vesting according to the terms of the award. Based on 2024 financial results, approximately 67,451 of the 327,236 unearned shares will be forfeited in the first quarter of 2025.

The aggregate fair value of performance-based stock that vested during the years ended December 31, 2024, 2023, and 2022 was $25.9 million, $5.9 million, and $5.8 million, respectively. The weighted average grant date fair value per share of performance-based stock granted during 2023 and 2022 was $80.89 and $48.22, respectively.

Beginning in 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals. Following the performance period, these awards are subject to the completion of a service period of an additional two years. These earned awards vest on a graded vesting schedule over the service period. The performance-based stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. Compensation cost is amortized into expense over the service period, including the performance period. Our performance-based stock options have a contractual term of 7 years.

The fair values of the performance-based stock options granted during 2024 and 2023 were calculated using the Black-Scholes option pricing model using the following assumptions:


	2024	2023	2022
Black-Scholes performance-based option pricing model:
Expected dividend yield	—%	—%	—%
Expected volatility	40.0%	40.0%	40.0%
Risk-free rate	4.2%	4.4%	1.6% / 2.6%
Expected option life (in years)	4.5 years	4.5 years	4.5 years

Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available. The risk-free interest rate was based on the rate of U.S. Treasury bills with an equivalent expected term of the stock options at the time of the option grant. The expected option life was estimated using the simplified method, which is a weighted average of the vesting term and the contractual term, to determine the expected term. The simplified method was used due to the lack of sufficient data available to provide a reasonable basis upon which to estimate the expected term.

Performance-based stock option activity for the year ended December 31, 2024 was as follows:


	Number of Performance-based Options (in thousands)	Weighted Average Exercise Price (in dollars)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2023	181	$	63.73	5.5	$	7.1
Granted(2)	42	$	99.40
Exercised	(33)	$	55.55		$	1.6
Forfeited or expired	(26)	$	76.90
Outstanding at December 31, 2024(1)(3)	164	$	72.44	5.0	$	8.5
Exercisable at December 31, 2024	48	$	59.82	4.5	$	3.1

(2)Performance-based stock options granted in 2024 are presented at the stated target, which represents the base number of options that could be earned. Actual options earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.

(3)Of the 164,000 outstanding performance-based stock options as of December 31, 2024, 39,327 were unearned and subject to achievement of specific financial goals. Once earned, the options will be subject to time-based vesting according to the terms of the award. Based on 2024 financial results, approximately 28,138 of the 39,327 unearned options will be forfeited in the first quarter of 2025.

The weighted average grant date fair value of the performance-based stock options granted during 2024, 2023, and 2022 was $39.10, $32.27, and $17.00, respectively. The aggregate intrinsic value of performance-based stock options exercised during 2023 was $0.8 million. No performance-based stock options were exercised in 2022.

In prior years, we have granted stock options to certain employees that are solely earned based on the completion of the stated service period. These time-vested stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant. No time-vested stock option awards were granted in 2024, 2023, or 2022. Subject to acceleration under certain conditions, these time-vested stock options vest annually over four years. Our time-vested stock options have a contractual term between 7 and 10 years.

Time-vested stock option activity for the year ended December 31, 2024 was as follows:


	Number of Time-vested Options (in thousands)	Weighted Average Exercise Price (in dollars)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2023	25	$	52.49	4.7	$	1.3
Granted	—
Exercised	—
Forfeited or expired	—
Outstanding at December 31, 2024(1)	25	$	52.49	3.8	$	1.8
Exercisable at December 31, 2024	13	$	52.49	3.8	$	0.9