UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement		☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		DefinitiveProxy Statement
☐		DefinitiveAdditional Materials
☐		SolicitingMaterial Pursuant to Rule §240.14a-12

THE HACKETT GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.

Title of each class of securities to which transaction applies:

2.

Aggregate number of securities to which transaction applies:

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.

Proposed maximum aggregate value of transaction:

5.

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.

Amount Previously Paid:

2.

Form, Schedule or Registration Statement No.:

3.

Filing Party:

4.

Date Filed:

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30th Floor

Miami, Florida 33131

March 24, 2021

Dear Shareholder:

You are
cordially invited to attend the 2021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) to be held on May 6, 2021, at 11:00 a.m. (local time) at the Company’s headquarters located at 1001 Brickell Bay
Drive, 30th Floor, Miami, Florida.

At this meeting you will be asked to:

•

vote for the election of the directors identified in the accompanying proxy statement;

•

hold an advisory vote on executive compensation; and

•

ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

These matters are discussed in detail in the accompanying proxy statement.

It is important that your shares be represented at the meeting whether or not you plan to attend.

On or about March 25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement
and 2020 Annual Report and vote online. The notice also contains instructions on how you can receive a paper copy of your proxy materials, including the Annual Report, proxy statement and proxy card.

We look forward to receiving your vote.

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30th Floor

Miami, Florida 33131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 6, 2021

The 2021 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) will be held on May 6, 2021, at 11 a.m. (local time) at the Company’s headquarters located at 1001
Brickell Bay Drive, 30th Floor, Miami, Florida, for the following purposes:

1.

to elect to the Board of Directors the directors identified in the accompanying proxy statement;

2.

to hold an advisory vote on executive compensation;

3.

to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

4.

to transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on March 15, 2021 as the record date for
determining the shareholders entitled to notice of and to vote at the annual meeting. Only holders of common stock of record at the close of business on that date will be entitled to notice of and to vote at the annual meeting or any postponement or
adjournment thereof. A list of the Company’s shareholders entitled to vote at the annual meeting will be open to examination by any shareholder for any purpose related to the meeting during ordinary business hours for the ten days prior to the
annual meeting at the Company’s offices, as well as on May 6, 2021 at the location of the annual meeting. All shareholders are invited to attend the annual meeting.

On or about March 25, 2021, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 2020 Annual Report and vote online. The notice also contains
instructions on how you can receive a paper copy of your proxy materials, including the Annual Report, proxy statement and proxy card.

*As part of our precautions regarding the coronavirus or

COVID-19,

we are
planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at
www.thehackettgroup.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be
held on May 6, 2021: The Hackett Group, Inc.’s Proxy Statement and 2020 Annual Report are available at

www.edocumentview.com/hckt

.

Whether or not you plan to attend the annual meeting, we ask that you do the
following. If you are receiving this document via U.S. mail, please complete, date, sign and return the enclosed proxy card in the postage prepaid envelope or vote by telephone or through the Internet as instructed on the proxy card. If you sign and
return your proxy card without specifying a choice, your shares will be voted in accordance with the recommendations of the Board of Directors. If you are receiving this document via Internet delivery only, please vote by telephone or through the
Internet as instructed on the notice you received via U.S. mail. You may, if you wish, revoke your proxy at any time before it is voted by submitting to the Secretary of the Company, Frank A. Zomerfeld, a written revocation or a duly executed proxy
bearing a later date, or by attending the annual meeting and voting in person. If you submit your proxy by telephone or through the Internet, you may also revoke it by submitting a new proxy using the same procedures at a later date. The telephone
and Internet voting facilities for shareholders of record will close at 1:00 a.m. Central Time on the day of the annual meeting.

TABLE OF CONTENTS

PROPOSAL 1			3
General			3
Nominees			4
Corporate Governance and Other Matters			6
Audit Committee			8
Compensation Committee			8
Nominating and Corporate Governance Committee			9
Stock Ownership Guidelines			10
Policy Regarding Hedging and Pledging			10
Code of Conduct and Ethics			10
Other Matters			10
COMPENSATION COMMITTEE REPORT			12
COMPENSATION DISCUSSION AND ANALYSIS			13
Overview of Compensation Philosophy and Objectives			13
The Elements of Executive Compensation at the Company			14
Shareholder “Say on Pay” Vote			16
Executive Compensation Decisions for 2020			16
Executive Compensation Decisions for 2021			18
Timing of Equity Incentive Plan Awards and Discretionary Equity Awards			18
Tax and Accounting Considerations and Compensation Deductibility Policy			18
Compensation Recovery			18
SUMMARY COMPENSATION TABLE			19
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2020			20
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			22
OPTION EXERCISES AND STOCK VESTED (During fiscal year-ended January 1, 2021)			23
Narrative Disclosure to Summary Compensation Table and Plan-Based Awards Table			23
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			25
DIRECTOR COMPENSATION			27
OUTSTANDING DIRECTOR EQUITY AWARDS AT 2020 FISCAL YEAR-END			28
Compensation Committee Interlocks			28
PAY RATIO			28
PROPOSAL 2			30
ADVISORY VOTE ON EXECUTIVE COMPENSATION			30
REPORT OF THE AUDIT COMMITTEE			32
PROPOSAL 3 TO RATIFY THE APPOINTMENT OF RSM US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021			33
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			34
Review, Approval or Ratification of Related Person Transactions			34
BENEFICIAL OWNERSHIP OF COMMON STOCK			35
SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING IN 2022			38
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION			39
OTHER BUSINESS TO BE TRANSACTED			40
APPENDIX A			A-1

i

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30


^th


Floor

Miami, Florida 33131

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 6, 2021

VOTING INFORMATION

This proxy statement and the accompanying notice of annual meeting and proxy card are being made available, on or about March 25, 2021, to the shareholders of The Hackett Group, Inc. (the
“Company”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) to be voted at the 2021 Annual Meeting of Shareholders to be held on May 6, 2021 at 11 a.m. (local time) at
the Company’s headquarters located at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida and any postponement or adjournment thereof.

Your shares will be voted in accordance with the instructions contained on a properly executed proxy card submitted to the Company or in accordance with your instructions submitted via the telephone or
Internet.

The Board recommends that you vote:

•

“FOR” the Board’s nominees for directors;

•

“FOR” Proposal 2 to approve, in an advisory vote, the Company’s executive compensation; and

•

“FOR” Proposal 3 to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

Executed but unmarked proxies submitted to the Company will be voted in
accordance with the Board’s recommendations.

If any other matters are properly brought before the annual meeting,
proxies will be voted in the discretion of the proxy holders. The Company is not aware of any such matters that are proposed to be presented at the annual meeting.

On or about March 25, 2021, the Company is mailing to its shareholders a notice containing instructions on how to access this proxy statement and the Company’s 2020 Annual Report and to vote
online. The notice also contains instructions on how you can receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card. Shareholders receiving this document and accompanying proxy
card and annual report via the Internet may submit their proxies by telephone or through the Internet as instructed in the notice delivered via U.S. mail. Shareholders receiving this document and accompanying proxy card via U.S. mail may submit a
signed proxy card or they may submit their proxy by telephone or through the Internet as instructed on the proxy card. Telephone and Internet proxies must be used in conjunction with, and will be subject to, the information and terms contained on
the proxy card. These procedures may not be available to shareholders that hold their shares through a broker, nominee, fiduciary or other custodian. If your shares are held in this manner, please check your proxy card or contact your broker,
nominee, fiduciary or other custodian to determine whether you will be able to vote by telephone or through the Internet.

The
cost of soliciting proxies in the form enclosed herewith will be borne entirely by the Company. In addition to the solicitation of proxies by mail, proxies may be solicited by directors, officers and regular employees of the Company, without extra
remuneration, by personal interviews, telephone or otherwise. The Company will request persons, firms and corporations holding shares in their name or in the names of their nominees, which are beneficially owned by others, to send proxy materials to
and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in doing so.

1

The securities that may be voted at the annual meeting consist of shares of the
Company’s common stock. Each outstanding share of common stock entitles its owner to one vote on each matter as to which a vote is taken at the annual meeting. The close of business on March 15, 2021 has been fixed by the Board as the
record date (the “Record Date”) for determination of shareholders entitled to vote at the annual meeting. On the Record Date, 30,236,392 shares of common stock were issued and outstanding and entitled to vote. The presence, in person or by
proxy, of at least a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date is necessary to constitute a quorum at the annual meeting. Shares can be voted only if the shareholder is present in person or
represented by proxy. Whether or not you plan to attend in person, you are encouraged to sign and return the enclosed proxy card or vote by telephone or through the Internet as instructed on the proxy card or in the notice mailed to you.

Assuming the presence of a quorum at the annual meeting, the following voting standards will apply to the various proposals:

•

The Board’s nominees for directors will be elected only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. For more information regarding the majority voting provisions of the Bylaws, see “Proposal 1-Election of Directors” on page 3 of this proxy statement.

•

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote is required to approve the advisory vote on executive compensation in Proposal 2.

•

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote is required to ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 in Proposal 3.

Abstentions and broker

non-votes

will be treated as shares that are present in person or
represented by proxy at the meeting and entitled to vote for purposes of determining the presence of a quorum at the annual meeting. A “broker

non-vote”

occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Abstentions and broker

non-votes

will not have any effect on the approval of Proposal 1. Because abstentions will be counted for purposes of determining the shares present or represented at the annual meeting and entitled to vote,
abstentions will have the same effect as a vote “against” Proposals 2 and 3. Broker

non-votes

will not have any effect on the approval of Proposals 2 or 3.

The presence of a shareholder at the annual meeting will not automatically revoke the shareholder’s proxy. Shareholders may,
however, revoke a proxy at any time prior to its exercise by filing with the Secretary of the Company a written notice of revocation, by delivering to the Company a duly executed proxy bearing a later date or by attending the annual meeting and
voting in person. If you submitted your proxy by telephone or through the Internet, you may also revoke it by submitting a new proxy using the same procedures at a later date. The telephone and Internet voting facilities for shareholders of record
will close at 1:00 a.m. Central Time on the day of the meeting.

As part of our precautions regarding the coronavirus or

COVID-19,

we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how
to participate will be available at www.the hackettgroup.com.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE BOARD NOMINEES AND FOR THE APPROVAL OF PROPOSALS 2 AND 3.

2

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Company’s articles of incorporation provide that the Board shall consist of no fewer than five directors and no more than fifteen directors. The Company’s bylaws provide that the number of
directors, within such limits, shall be determined by resolution of the Board. The Board currently is composed of seven directors. The Board is divided into three classes. One class is elected each year for a term of three years.

Three directors will be elected at the annual meeting. The Board has nominated Maria A. Bofill, David N. Dungan and Richard N. Hamlin,
each are existing directors, for the positions. If elected, Ms. Bofill and Messrs. Dungan and Hamlin will each serve a three-year term expiring at the annual meeting in 2024. You can find more information about Ms. Bofill and Messrs.
Dungan and Hamlin below.

Unless otherwise instructed on the proxy, it is the intention of the proxy holders to vote the
shares represented by each properly executed proxy for the election of the nominees. The Board believes that the nominees will stand for election and will serve if elected. However, if any nominee fails to stand for election or is unable to accept
election, proxies will be voted by the proxy holders for the election of such other person as the Board may recommend.

Since
this election is not contested, the Board’s nominees for director will be elected only if the votes cast for each such nominee’s election exceed the votes cast against each such nominee’s election. If Ms. Bofill is not elected,
or Messrs. Dungan or Hamlin are not

re-elected,

our bylaws provide that he or she must tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then consider such
resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject any such tendered resignation within 90 days after certification of the election results and will publicly disclose
its decision and the rationale therefor. If the resignation is not accepted, the director will continue to serve until his or her successor is elected and qualified, until there is a decrease in the number of directors, or until the director’s
earlier resignation or removal. The majority voting provisions for the election of directors apply only to uncontested elections in which the number of nominees does not exceed the number of directors to be elected. In the event of an election in
which the number of nominees exceeds the number of directors to be elected, nominees will be elected by a plurality vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF MS. BOFILL AND MESSRS. DUNGAN AND HAMLIN AS
DIRECTORS.

Information as to the Nominees and Continuing Directors

The following table sets forth certain information regarding the Board’s nominees for election as director and those directors who
will continue to serve as such after the annual meeting.

Name		Age (1)					Director Since (2)					Position held with the Company		Term Expires
NOMINEES
Maria A. Bofill(3)				63					2021							2021
David N. Dungan				67					2000			Vice Chairman and Chief Operating Officer				2021
Richard N. Hamlin(3)				73					2003							2021
CONTINUING DIRECTORS
Ted A. Fernandez				64					1997			Chairman and Chief Executive Officer				2022
Robert A. Rivero(3)				79					2016							2022
Alan T.G. Wix(3)				79					1999							2022
John R. Harris(3)				73					2006							2023

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(1)	The ages shown are as of March 15, 2021.

(2)	The years shown reflect the year in which these persons were first elected or appointed as directors.

(3)	Member of the Audit, Compensation and Nominating and Corporate Governance Committees.

The principal occupations and other public company directorships for the past five years or more of the nominees for director and the
four directors whose terms of office will continue after the annual meeting are set forth below. Specific experience, qualifications, attributes and skills that the Board believes qualify each current director, including the director nominees, for
his or her position on the Board are also summarized below. This description is not intended as an exclusive description of the types of expertise or contributions provided by each director.

Nominees

Maria A. Bofill

is a seasoned
executive, having served in senior strategic finance and operational roles for public and privately held multinational companies. She currently serves as the Director of Business Development for TTG Talent Solutions, a boutique talent acquisition
and placement firm. From June 2016 to September 2019 Ms. Bofill served as the Chief Financial Officer for Fyffes North America, Inc. From May of 2008 to June of 2016 she served as the Director of Finance and Administration and Treasurer of
Fresh Quest, Inc. From October 2005 to May 2008 Ms. Bofill served as the Managing Principal of Octavian, Inc. From January 1988 to October of 2005 she served as the Vice President of Finance and Administration for the North America region of
Fresh Del Monte Produce. The Company benefits from Ms. Bofill’s

in-depth

financial and accounting experience which provides additional depth to the Audit Committee. Her experience working with
multinational organizations is a valuable asset to the Company and provides insight into international markets. Ms. Bofill’s more recent experience in the talent acquisition industry also benefits the Company which seeks to source high
quality resources in highly competitive employment markets.

David N. Dungan

is a founder of the Company, along with
Mr. Fernandez. He served as a Managing Director from the Company’s inception until March 2000 when he became a director and was named Chief Operating Officer (“COO”). Mr. Dungan was named Vice Chairman in February of 2006.
Prior to founding the Company, Mr. Dungan served as the National


Partner-in-Charge


of the World Class Finance Practice of the Strategic Services Consulting
Division of KPMG LLP (“KPMG”) from May 1994 to February 1997. Mr. Dungan joined KPMG in 1986 and, until May 1994, held various executive positions with that firm.


Mr. Dungan provides the Board with broad financial and
operational experience managing and leading a professional services firm focused on business consulting.

Richard N.
Hamlin

is a consultant and investor. He previously served as the Chief Financial Officer of CommerceQuest, Inc. from July 2002 to August 2003. He provides the Board with extensive financial and accounting experience gained over a more than
thirty-year career as a Certified Public Accountant at KPMG. Mr. Hamlin served as a partner of KPMG for

twenty-one

years, which included service on KPMG’s board of directors from 1994 to 1998, and
later became a partner of KPMG Consulting. Mr. Hamlin’s work experience provides additional depth of capability to the Audit Committee. Mr. Hamlin also has prior experience on a public company board as a former member of the board of
directors and Chairman of the Audit Committee of eTelecare Global Solutions. Mr. Hamlin provides operational perspective from outside of the business consulting industry, having served as the Chairman and Trustee of the Dakota Minnesota Eastern
Railroad, a wholly-owned subsidiary of Canadian Pacific Railroad, from October 2007 through November 2008.

Continuing Directors

Ted A. Fernandez

founded the Company in 1997 based on a strategy he developed from his extensive history in the
professional services industry, which included an eighteen-year career with KPMG. From 1979 to 1994, Mr. Fernandez held several industry executive and client service positions with KPMG. His career at

4

KPMG culminated in the role of the National Managing Partner of KPMG’s Strategic Services Consulting Division from May 1994 to January 1997. Mr. Fernandez also served as a member of
KPMG’s Management Committee from 1995 to 1997. He brings an

in-depth

knowledge of the professional services industry, especially business consulting, and organizational leadership within that industry. He
also provides extensive financial and accounting experience to the Board. Mr. Fernandez provides the Board with day to day knowledge of the Company’s business and markets. He also provides broad and deep experience with strategic plan
development and execution. Mr. Fernandez has served as the Chairman of the Board and Chief Executive Officer (“CEO”) since founding the Company.

John R. Harris

is a private investor and director at several companies. He is Chairman of HIFU Prostate Cancer Services, Inc., a privately held company and leading provider of

non-invasive

high intensity ultrasound treatment for localized prostate cancer. Mr. Harris also serves as the lead independent director of Service Source International, Inc. (“Service Source”) a
publicly traded company that provides customer and revenue lifecycle solutions where he also serves on the compensation committee. Mr. Harris also serves on the board of directors of Mobivity Holding Corp. a publicly traded company which
develops enterprise-grade platforms combining the capabilities of both voice and SMS text messaging to connect consumers to brands where he sits on the audit committee and compensation committee. Mr. Harris served as a part time operating
partner and investor with glendonTodd Capital from 2010 to 2015. He was Chief Executive Officer of Chemical Information Services, a company which provides information services to chemical sourcing professionals from February 2011 to January 2017. He
has

in-depth

experience in public company operations and management, having served as the former President and Chief Executive Officer of eTelecare Global Solutions, a provider of outsourced customer care
services. Mr. Harris served in these roles from February 2006 until October 2009. Mr. Harris served as Chief Executive Officer of Seven Worldwide Inc., a digital content management company, from December 2003 to January 2005. From July
2002 to December 2003, he served as Chief Executive Officer and President of Delinea Corporation, an application and business process management company serving the energy industry. From August 2001 to July 2002, Mr. Harris served as Chief
Executive Officer and President of Exolink. From September 1999 to September 2001, he served as Chairman and Chief Executive Officer of Ztango, Inc. Mr. Harris has an extensive history of senior executive leadership positions and board
participation in the information technology, media, telecommunications and outsourcing industries. Mr. Harris spent twenty-five years with Electronic Data Systems (“EDS”), during which he held a variety of executive leadership
positions including Group Executive and President of EDS’s four strategic business units serving the telecommunications and media industries. He also served as EDS’s Corporate Vice President, Marketing & Strategy. Mr. Harris
provides significant public company board experience through his prior service on the boards of, and as an advisor to, companies including BancTec, Applied Graphic Technologies, Genuity, CapRock Communications, Startek, Premier Global and Sizmek
(formerly DG Fast Channel). He continues to provide additional operational perspective on customer loyalty and engagement through his participation as a director of Mobivity Holdings Corp.

Robert A. Rivero

held numerous operating management positions with KPMG from 1965 to 1999 as a Senior Managing Partner of KPMG
where he held positions ranging from Office Managing Partner, Regional Partner in Charge and ultimately, National Senior Partner in Charge, leading nine different business units (both domestic and overseas). Mr. Rivero is currently the chief
executive officer of RAR Management Services, LLC which provides advisory services to CEOs, assists companies in the development and implementation of strategic action plans for growth and profitability, and provides solutions to international
business operating challenges. The Company benefits from Mr. Rivero’s broad experience base within the professional services industry. He also brings additional

in-depth

knowledge of financial and
accounting experience to the Board. With experience advising senior executives of large international companies and having lived and managed operations in Europe, Latin America & Southeast Asia, Mr. Rivero’s knowledge of
international markets is a valuable asset to the Board.

Alan T.G. Wix

was the Chairman of Fiva Marketing, Ltd. from
April 2003 to December 2008. Mr. Wix served as the Chairman of the Board of Farsight PLC from April 1999 until June 2005. Mr. Wix served as the

5

Chief Executive Officer of Farsight PLC from April 1999 until June 2002. Mr. Wix brings to the Board an extensive history of senior executive leadership at a major financial institution,
having retired in August 1998 as Managing Director Core IT Development of Lloyds TSB, a position he held from January 1993. From April 1990 to January 1993, Mr. Wix held the position of Head of Development at Lloyds TSB. Prior to being elevated
to that position, Mr. Wix held a variety of positions within the information systems division of Lloyds TSB. He has

in-depth

operational experience leading a significant division of an institution with
global reach. He also has extensive experience as a purchaser of technology and business consulting services, and, as such, provides perspective on customer experience. Mr. Wix is a native of the United Kingdom and spent his professional career
in the United Kingdom. He continues to make his home there. His knowledge of the European marketplace provides valuable international perspective to the Board.

Other Executive Officer

The principal occupation during the past five
years or more of the Company’s other executive officer is set forth below.

Robert A. Ramirez

, 54, is the
Company’s Executive Vice President, Finance and Chief Financial Officer (“CFO”), a position he has held since August 2007. Mr. Ramirez served as Corporate Controller of the Company from July 2006 through July 2007.
Mr. Ramirez served as Senior Director, Finance and Practice Controller of the Company from October 2005 to July 2006 when he was named Corporate Controller. Mr. Ramirez held a variety of other positions within the Company’s business
intelligence, finance transformation and retail consulting practices from 1998 to 2005.

Corporate Governance and
Other Matters

Board Composition

The Board consists of seven members, five of whom are considered “independent directors” under the listing standards of the NASDAQ Stock Market (“NASDAQ”). The Company’s
independent directors are Maria A. Bofill, Richard N. Hamlin, John R. Harris, Robert A. Rivero and Alan T.G. Wix. The Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee. Each of the Board’s standing committees consists entirely of independent directors.

Leadership
Structure

The roles of Chairman of the Board and Chief Executive Officer have been unified since the Company was founded,
and the Board believes that the unification of those roles remains appropriate for the Company at this time. The Board believes that its leadership structure both (1) demonstrates to its employees, clients and shareholders that the Company is
under strong leadership with a single person setting the tone and having primary responsibility for managing its operations, and (2) provides an effective connection between management’s role of identifying, assessing and managing risks
and the Board’s role of risk oversight. The Board believes that Mr. Fernandez has an

in-depth

knowledge of the issues, opportunities and challenges that the Company faces, and therefore that he is
best positioned to develop agendas and highlight issues that ensure that the Board’s time and attention are focused on the most critical matters impacting the Company. The Board has not appointed a “lead” director. The Board believes
that its current structure with five of its seven members being independent and with each of its standing committees being chaired by and consisting entirely of independent directors, provides effective independent director oversight of the
Company’s operations. The Board recognizes that different board leadership structures may be appropriate for companies in different situations, and understands that no structure is appropriate for all companies. While the Board intends to
review the appropriate leadership structure for the Company from time to time, the Board believes that the Company has been, and continues to be, well-served by its current leadership structure.

6

The Board’s Role in Strategy Oversight

The Board and management team are focused on maximizing shareholder value and building long-term business success through sound corporate
governance and the implementation of Hackett’s strategy. The Board regularly evaluates strategic opportunities to enhance shareholder value.

Each year, the Board undertakes a strategic review of the proposed annual plan, which includes business strategy and a detailed operating plan. The strategic review includes an evaluation of how best
to leverage and strengthen our strategic differentiators and a thorough assessment of our services portfolio, including M&A opportunities. As part of this process, the Board also reviews our capital allocation model and human capital plans,
including strategic hires, talent management, and talent development priorities. The proposed annual plan is then revised, if necessary, and approved by the Board. On a quarterly basis, the Board monitors execution of the annual plan and
considers any adjustments as required. The annual plan may also be reviewed and revised by the Board as needed throughout the year to reflect changing conditions or new opportunities.

The Board’s Role in Risk Oversight

The Board is responsible for overseeing the Company’s management of the significant risks facing the business, including properly safeguarding the Company’s assets, maintaining appropriate
financial and other internal controls, complying with applicable laws and regulations, and implementing proper corporate governance practices. Risks are considered in all business decisions and in connection with the development of the
Company’s business strategy. The Board as a whole is responsible for reviewing and approving the Company’s annual operating plan. In connection with that review, the Board typically inquires of management as to the greatest areas of risk
associated with the annual operating plan and the Company’s operating model taken as a whole and evaluates whether these risks are appropriately mitigated. In addition, the Board’s committees, which meet regularly and report back to the
Board, play significant roles in carrying out the Board’s risk oversight function. Company management also plays an important role in connection with risk management through the implementation and evaluation of effective internal controls and
other internal processes.

The Board delegates to the Audit Committee responsibility for assisting the Board with several risk
oversight functions, including oversight of:

•

the quality and integrity of the Company’s consolidated financial statements and its financial reporting and disclosure practices;

•

the Company’s systems of internal controls regarding finance and accounting compliance;

•

the independence and performance of the Company’s independent registered public accounting firm; and

•

the Company’s ethical compliance programs.

The Board delegates to the Compensation Committee responsibility for assisting the Board in the oversight of risks related to the Company’s compensation programs. The Compensation Committee is
charged with understanding the risks and rewards associated with the Company’s compensation philosophy and ensuring that its various compensation programs are aligned with the Company’s goals and objectives.

The Board delegates to the Nominating and Corporate Governance Committee authority to develop and implement the Company’s director
nomination guidelines and to recommend nominees for election, ensuring that the Board contains the appropriate mix of experience, qualifications, attributes and skills necessary to effectively exercise its oversight function. The Nominating and
Corporate Governance Committee also is responsible for developing and implementing the Company’s corporate governance guidelines and for considering social responsibility, environmental and sustainability matters.

7

Audit Committee

The Audit Committee reviews, acts on, and reports to the Board with respect to various auditing and accounting matters. The Audit
Committee is directly responsible for the appointment, compensation, evaluation, retention and oversight of the Company’s independent accountants. The primary functions of the Audit Committee are to assist the Board in its responsibility for
oversight of:

•

the quality and integrity of the Company’s consolidated financial statements and its financial reporting and disclosure practices;

•

the Company’s system of internal controls regarding finance and accounting compliance;

•

the independence and performance of the Company’s independent registered public accounting firm; and

•

the Company’s ethical compliance programs.

The Audit Committee performs all functions required of audit committees of public companies under applicable laws, rules and regulations and the requirements of the NASDAQ.

The current members of the Audit Committee are Messrs. Hamlin (Chairman), Harris, Rivero and Wix and Ms. Bofill. The Board has
determined that each current member of the Audit Committee is independent under the NASDAQ’s listing standards and the SEC’s heightened independence requirements for members of audit committees. The Board has determined that
Mr. Hamlin, Mr. Rivero and Ms. Bofill are “audit committee financial experts”, as that term is defined under SEC rules.

The Audit Committee is governed by a written charter. A copy of the charter can be found on the Company’s website at

https://www.thehackettgroup.com/about/governance/

. For further information
on the Audit Committee, see the “Report of the Audit Committee” on page 32 in this proxy statement.

Compensation Committee

The Compensation Committee is responsible for determining the compensation of the
Company’s executive officers and approving compensation and human resource programs for the Company. The Compensation Committee determines the compensation of the Company’s CEO. In addition, the Compensation Committee has the following
authority and responsibilities:

•

to approve the compensation of all executive officers other than the CEO with input from the CEO;

•

to review, approve and, when appropriate, recommend to the Board for approval, incentive compensation plans, equity-based plans, employment agreements and any severance arrangements or plans;

•

to administer the Company’s incentive compensation plans, equity-based plans and employee benefit plans;

•

to review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, and to review and discuss at least annually the relationship between risk management policies and practices and compensation;

•

to review director compensation for service on the Board and Board committees periodically and to recommend any changes to the Board; and

•

to periodically retain an outside consultant to review the Company’s compensation programs.

The current members of the Compensation Committee are Messrs. Harris (Chairman), Hamlin, Rivero and Wix and Ms. Bofill. The Board has
determined that the current members of its Compensation Committee are independent under the NASDAQ’s listing standards.

8

For 2020, as in prior years, the Company conducted, and the Compensation Committee
reviewed, a risk assessment of its compensation programs and considered the extent to which its compensation policies and practices influence the behaviors of its executives and other employees with respect to taking business risks that could affect
the Company. The Company believes that none of its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee is governed by a written charter. A copy of the charter can be found on the Company’s website at

https://www.thehackettgroup.com/about/governance/

. For further
information on the Compensation Committee, see the “Compensation Committee Report” on page 12 in this proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for:

•

identifying individuals qualified to become members of the Board;

•

recommending candidates for election or re-election to the Board;

•

developing and implementing the Company’s corporate governance guidelines; and

•

considering social responsibility, environmental and sustainability matters.

The current members of the Nominating and Corporate Governance Committee are Messrs. Wix (Chairman), Hamlin, Harris and Rivero and Ms.
Bofill.

The Nominating and Corporate Governance Committee selects and must approve by at least a majority vote all candidates
to stand for election as directors. Pursuant to the Company’s bylaws, other candidates may also be nominated by any shareholder, provided each such other nomination is submitted in accordance with the procedures set forth in the bylaws. For a
discussion of the requirements for including information with respect to a shareholder’s nominee in the Company’s proxy statement, see “Shareholder Proposals for the Annual Meeting in 2022” on page 38 of this proxy statement.

The Nominating and Corporate Governance Committee is also responsible for the development and implementation of the
Company’s corporate governance guidelines. The Company’s corporate governance guidelines can be found on the Company’s website at

https://www.thehackettgroup.com/about/governance/

. The corporate governance guidelines
implemented by the Nominating and Corporate Governance Committee contain criteria that the Committee employs to identify and recommend candidates to the Board. These criteria include:

•

personal and professional integrity;

•

the skills, business experience and industry knowledge useful in the oversight of the Company based on the perceived needs of the Company and the Board at any given time;

•

the ability and willingness to devote the required amount of time to the Company’s affairs, including preparation for and attendance at Board and committee meetings;

•

interest, capacity and willingness, in conjunction with the members of the Board, to serve the long-term interests of the Company and its shareholders;

•

to the extent considered appropriate by the Board, whether a director candidate may be considered to be a “financial expert” as defined in relevant SEC rules; and

•

freedom from any personal or professional relationships that would adversely affect the ability to serve the best interests of the Company and its shareholders.

These qualities would be considered as they relate to any candidate, whether suggested by
management or by one or more of the Company’s shareholders. With regard to the identification of director nominees, the

9

Committee and the Board has historically taken an approach that neither favors nor disfavors any particular color, race, creed, gender or other component of a nominee’s background such as
skills and qualifications. The Board evaluates all candidates equally across all relevant factors and seeks members whose background, qualifications and skills will assist the Company in accomplishing its goals. The Board has engaged with
shareholders on the topic of diversity, and in particular gender diversity. The Board and the Nominating and Corporate Governance Committee are committed to identifying and engaging a diverse field of director candidates when considering Board
composition. Consistent with that commitment, Ms. Bofill was appointed to the Board of Directors in February of 2021. The number of seats on our Board of Directors was increased from six to seven in February of 2021 in connection with the
appointment of Ms. Bofill.

The Nominating and Corporate Governance Committee is governed by a written charter. A copy of the
charter can be found on the Company’s website at

https://www.thehackettgroup.com/about/governance/

.

Stock Ownership Guidelines

The Company’s corporate governance guidelines also contain stock ownership guidelines
for the Company’s CEO. Pursuant to these guidelines, the Company’s CEO is required to own a number of shares of the Company’s common stock equal in value to six times his annual base salary. The Company’s CEO currently satisfies
these requirements. The Company’s CEO is required to purchase shares in the open market to satisfy these guidelines if necessary. Once the guidelines are achieved, the CEO will not be considered to be out of compliance with these guidelines due
to fluctuations in the Company’s stock price.

Policy Regarding Hedging and Pledging

The Company’s corporate governance guidelines contain restrictions that prohibit directors and officers of the
Company from, directly or indirectly, engaging in hedging transactions with respect to securities of the Company. A hedge transaction is defined as the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps,
collars and exchange funds) or any transaction that hedges, offsets, or is designed to hedge or offset, any decrease in the market value the Company’s common stock. The Company’s corporate governance guidelines also contain restrictions
that prohibit directors and officers of the Company from pledging securities of the Company as collateral for a loan or otherwise using securities of the Company to secure a debt (e.g., to secure a margin loan) without the prior written approval of
the Audit Committee.

Code of Conduct and Ethics

The Company has adopted a Code of Conduct and Ethics that is applicable to all directors, officers and employees of the Company and
complies with the requirements of Section 406(c) of the Sarbanes-Oxley Act. The Code of Conduct and Ethics reflects the Company’s policy of dealing with all persons, including its customers, employees, investors, regulators and vendors,
with honesty and integrity. A copy of the Company’s Code of Conduct and Ethics can be found on the Company’s website at

https://www.thehackettgroup.com/about/governance/

. The Company intends to post amendments to or waivers from the
Code of Conduct and Ethics that are applicable to the Company’s CEO, CFO or Controller on its website in accordance with SEC rules.

Other Matters

During the fiscal year ended
January 1, 2021, the Board, Audit and Compensation Committees each held 5 meetings and the Nominating and Corporate Governance Committee held 4 meetings. During that period, no director attended fewer than 75% of the total number of all
meetings of the Board and any committee on which he served. The Company’s independent directors regularly meet as a group in executive session outside of the presence of management.

The Company’s shareholders may communicate with its Board members via written correspondence mailed to the Company’s corporate
headquarters at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida 33131.

10

Historically, all regularly scheduled meetings of the Board and its committees have
been held in person, and, all of the Company’s directors have been expected to attend the annual meeting of shareholders in person. Since the beginning of the

COVID-19

pandemic all regularly schedule
meetings of the Board and its committees have been held via video conference. Our CEO, CFO and Secretary are expected to attend the 2021 annual meeting in person with our other directors attending via video conference. As part of the Company’s
precautions regarding COVID-19, our directors attended the 2020 Annual Meeting of Shareholders via teleconference except for our CEO who was present in person. All of the Company’s directors attended the 2020 Annual Meeting of Shareholders.

11

COMPENSATION COMMITTEE REPORT

The Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis below. Based on such review
and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form

10-K

for its fiscal year ended January 1, 2021, and the Board has approved that recommendation.

Respectfully submitted,

Compensation
Committee

John R. Harris, Chairman

Maria A. Bofill

Richard N. Hamlin

Robert A. Rivero

Alan T.G. Wix

12

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Philosophy and Objectives

The Committee’s objectives relating to compensation are to align the financial interests of its executives with those of its
shareholders and to attract and retain highly qualified executives. The Company achieves these objectives by linking a substantial portion of each executive’s compensation to the achievement of financial and operational objectives in the
executive’s particular business unit or the Company as a whole. The Compensation Committee has adopted a


“pay-for-performance”


compensation program for
the Company’s executive officers. The program rewards the achievement of annual pro forma earnings per share goals which, if met, result in the payment of cash bonuses and the issuance of performance-based restricted stock units. The program
also rewards the achievement of long-term business objectives based on the continued improvement of operating performance, earnings growth and share value appreciation by vesting the performance-based restricted stock units earned over a subsequent
minimum three-year period. This represents the long-term component of our executive compensation programs. This vesting period, during which the value of our common stock can rise or fall based on Company performance places a premium on the
execution of the Company’s long-term strategy and further aligns our executives’ interests with those of our shareholders. The short-term and long-term components of the Company’s compensation programs require the Company’s
executive officers to focus on the future growth and current profitability of the Company, as well as, on increasing shareholder value.

The main goals of the Company’s executive compensation programs are as follows:

•

to focus executives on critical business issues;

•

to ensure that the executive team has clear goals and accountability with respect to the Company’s financial performance;

•

to attract and retain executive talent;

•

to increase shareholder value; and

•

to provide significant incentive opportunities tied to the attainment of specific financial performance goals.

In order to attract, retain, and commit top executives to the fulfillment of superior performance results, the executive compensation
programs are designed to provide superior pay opportunities in exchange for superior performance.

The Company believes that
its compensation program supports its business strategies and directly links pay with performance results. The Company continues to observe what it believes to be its directly comparative pay market, which is other strategic consulting and business
advisory organizations and professional services firms which are mostly of significantly greater size.

In order to assure
that executive compensation is both competitive and appropriate, the Compensation Committee reviews executive compensation periodically to determine whether any adjustments to specific compensation components should be implemented. In connection
with this process, the Compensation Committee primarily considers the value of cash salary and incentive cash and stock compensation. These compensation components are even more meaningful since the Company does not contribute to any retirement
programs in any form including defined benefit, defined contribution or supplemental retirement plans for its executives.

The
Compensation Committee also periodically reviews external market data on executive compensation in order to obtain a general understanding of current compensation practices. In 2017, the Compensation Committee retained John Bloedorn, an independent
compensation consultant formerly with Mercer who was involved with the development of the Company’s current executive compensation programs, to gather relevant marketplace

13

data on total compensation for similar executive positions. This data consisted of annual salary, short-term incentives, long-term incentives, and pay mix. Data was obtained from total
compensation information of similarly sized publicly traded companies including a subset of the Company’s historical peer group and the most recent Institutional Shareholder Services peer group at that time. In addition to
Mr. Bloedorn’s analysis, the Compensation Committee also considered the Company’s direct competitor group which consisted of primarily private and much larger consulting groups such as McKinsey, Bain, BCG and the consulting arms of
PwC, Deloitte, E&Y and KPMG. In reviewing external data, the Compensation Committee does not engage in direct benchmarking to establish compensation levels or make specific compensation decisions for several reasons. One such reason is that the
Company has a unique structure, set of skill requirements and differs from many of the larger size surveyed companies. Also, many of the Company’s peer competitors are either privately held or are consulting divisions of companies that are
significantly larger than the Company, such as Bain, McKinsey, BCG, Accenture and the consulting groups of the Big Four accounting firms. These companies may not provide public data that can be used for comparative purposes. Instead, the
Compensation Committee reviews survey data to gain a better understanding of general compensation practices. In establishing executive compensation, the Compensation Committee takes into account a number of considerations, including individual and
Company performance, experience, responsibilities, retention and the lack of a retirement benefits program. Periodic review of external market data is, however, considered to be a necessary point of reference. It is the Company’s preference
that performance rather than benchmarking data drive executive compensation. Based on its analysis and advice it received from Mr. Bloedorn, the Compensation Committee determined that its compensation structure and compensation levels were
appropriate for the Company. An independent compensation consultant was not engaged in connection with the Compensation Committee’s approval of the 2021 executive compensation programs, however, the Company continues to rely on the conclusions
of Mr. Bloedorn to make executive compensation decisions.

The Compensation Committee has determined that the advisors
retained or consulted by the Committee are independent and raise no conflict of interest concerns. Mr. Bloedorn does not provide any services to the Company other than those services for which it was retained by the Compensation Committee.

The Elements of Executive Compensation at the Company

Overview

The Company’s executive compensation program applies to its three named executive officers, Messrs. Fernandez, Dungan and Ramirez. This program rewards the named executive officers for the
achievement of exceptional operating results by providing significant incentive opportunities tied to the attainment of specific financial performance goals. The design of the program has been substantially consistent since it was created by the
Compensation Committee in 2005 based on recommendations from Mercer, a nationally recognized executive compensation consulting firm. The program consists of base salaries and cash and equity incentive opportunities that the Company believes are
market competitive for companies of similar size within its industry. Our executive compensation program consists of two primary elements: (1) short-term compensation in the form of annual compensation, consisting of base salaries, annual cash
incentive compensation and employee benefits; and (2) long-term incentive compensation in the form of performance-based restricted stock units which, after being earned through the achievement of performance targets, then vest over a three-year
period.

Performance-based cash awards and restricted stock awards are tied to the achievement of pro forma diluted net
earnings per share targets based on a Board-approved annual operating plan. Pro forma diluted net earnings per share is defined as net income before income from discontinued operations, if applicable, and excludes restructuring charges and asset
impairments, acquisition-related adjustments,

non-cash

stock compensation expense, including stock appreciation rights (“SARs”) expense, the amortization of intangible assets and includes a long-term
effective cash tax rate. Pro forma diluted net earnings per share is based on weighted average common and common equivalent shares outstanding. In addition, the Compensation Committee retains the right to exclude the impact of certain nonrecurring
events from the pro forma diluted net earnings per share calculation

14

when, in the opinion of the Compensation Committee, inclusion would not accurately reflect the core operating performance of the Company. The Company believes that pro forma diluted net earnings
per share is the best measure of core operating performance for determining incentive compensation.

On an annual basis, the
Compensation Committee evaluates and establishes the threshold and target achievement levels for the Company’s incentive compensation program for its named executive officers, which consist of its CEO, COO and CFO, which it refers to as
“Commence,” “Goal” and “Superior.” If the Company’s performance falls short of the established goals for business growth, then the bonus compensation paid in connection with the program is reduced or no bonuses are
paid at all. Payouts are interpolated if results fall between performance levels and extrapolated for performance exceeding the Superior level. The Company believes the targets established for its named executive officers, are challenging. This
program has been in effect for sixteen years. In two of those years, no bonuses were paid to the named executive officers as the Commence performance target was not achieved. In seven of those years, a bonus was paid based on results which were
between the Commence and the Goal targets. Excluding 2020, in two of those years, the Goal target was achieved. In five of those years, over which average pro forma earnings per share growth exceeded 133%, the Company’s performance exceeded the
Superior target. Excluding 2010, when pro forma earnings per share growth was 476%, the average pro forma earnings per share growth over the other four years in which Superior targets were achieved exceeded 47%.

The Compensation Committee targets an even balance between the cash and equity incentive award opportunities included in the
Company’s compensation programs overall but weights the equity component more heavily in the case of its CEO and COO. Performance-based equity grants issued to employees, other than the Company’s named executive officers, typically vest
over a three or four-year period, based on the recipient’s individual compensation program, with the exception of the Company’s senior leadership program, which was introduced for 2020, that vests a portion of the participant’s annual
equity opportunity after the conclusion of the compensation year subject to the achievement of personal management objectives established for each individual. For 2021, eleven individuals will participate in this program. Our named executive
officers do not participate in this program. All equity grants, other than those issued upon hiring, are issued based on the achievement of Company, practice or individual performance goals, or any combination thereof or extraordinary individual
contribution. Vesting is contingent on continued employment. The Company regards this vesting period as an important retention tool. More importantly, the Company believes that incentive compensation that is paid in the form of equity that vests
over three or four years serves as a meaningful long-term incentive, the ultimate value of which is directly correlated to the price of the Company’s common stock at the end of the vesting period. This rewards employees for increasing
shareholder value. A heavier weighting on the incentive equity component ties a greater portion of the Company’s CEO and COO’s ultimate compensation to the ability to deliver increased shareholder value over the vesting period. To further
ensure the alignment of the CEO’s interests with those of the Company’s shareholders, the Board of Directors has adopted stock ownership guidelines that require the CEO to own a number of shares equal in value to six times his annual base
salary. The CEO is currently in compliance with these guidelines.

Annual Compensation

Annual compensation consists of base salaries, annual incentive compensation and employee benefits.

Base Salaries

The salaries payable to the Company’s named executive officers are generally recommended to the Board by the Compensation Committee during the first quarter of each fiscal year. Each of the named
executive officers is a party to an employment agreement that establishes a minimum salary level for the named executive officer. The employment agreements do not provide for any guaranteed increases to base salaries. Messrs. Fernandez, Dungan and
Ramirez’s base salaries in 2020 were $750,000, $525,000 and $400,000, respectively. The CEO’s base salary was last increased in 2005. The COO’s last salary increase was in 2006. The last increase to the CFO’s salary occurred in
2020.

15

The Company believes the base salaries it currently pays to its named executive
officers are at market competitive levels for companies of similar size within its industry. See the “Summary Compensation Table” on page 19 of this proxy statement and the related footnotes for additional information about base salaries.

Incentive Compensation

The Company’s annual incentive program reflects the Compensation Committee’s belief that a significant portion of the named executive officers’ compensation should be tied to company
performance. For 2020, variable,

non-guaranteed

performance-based compensation paid to Messrs. Fernandez and Dungan represented 59% and 52%, respectively, of their total compensation. The annual incentive
component of the Company’s compensation program consists of annual performance-based cash incentive awards and performance-based equity incentive grants in the form of restricted stock units that vest over a three-year period commencing on the
first anniversary of the grant date. These performance-based cash and equity opportunities are tied to the achievement of pro forma diluted net earnings per share targets based on a Board-approved operating plan. Each participant in the
Company’s executive compensation program has target cash and equity incentive opportunities expressed as a percentage of salary. Cash and equity payouts are based on the dollar amount of the opportunity earned based on target levels achieved.
For our CEO and COO, the equity opportunities have historically been more heavily weighted than the cash opportunities, including in 2020. Performance-based equity incentive awards earned are expressed in a dollar amount and divided by the
Company’s share price on the date of grant to calculate the equity incentive grant in the form of restricted stock units, the value of which is ultimately determined by the Company’s stock price on the date of vesting.

Employee Benefits

The named executive officers, like the rest of the Company’s employees, receive certain customary employee benefits. For 2020, these benefits included health, dental and vision coverage, prescription
drug plans, life insurance, flexible spending accounts, short-term and long-term disability insurance and a 401(k) plan. The Company covers approximately 60% of the total cost of the health benefits for its U.S.-based employees, including its named
executive officers. In other geographies, the Company’s compensation and benefits packages vary by country and are based on market standards, local custom and legal requirements in the jurisdiction. The Company does not provide for any special
retirement-related benefits, such as pensions or 401(k) contribution matches, for its senior executives.

No Perquisites

The Company does not provide any executive perquisites.

Shareholder “Say on Pay” Vote

In the
“Say on Pay” vote provided by the Company at its 2020 annual meeting of shareholders, our shareholders approved the compensation of the Company’s executives as disclosed in the Company’s proxy statement for the meeting, with
approximately 98% of the votes cast in favor. The Compensation Committee considered the results of this vote in setting the compensation of the Company’s named executive officers and decided to maintain the structure of the Company’s
current executive compensation programs for fiscal year 2021.

Executive Compensation Decisions for 2020

Base Salary

The Compensation Committee believes that the base salaries of the Company’s CEO and COO remain at market competitive levels for companies of similar size within the Company’s industry. At its
meeting held on February 12, 2020, the Compensation Committee approved an increase in the CFO’s salary to $400,000 effective January 1, 2020. The last increase to the CFO’s salary occurred in 2010.

16

Incentive Compensation

Each participant in the Company’s executive compensation program has cash and equity incentive opportunities expressed as a percentage of salary that are tied to specified performance targets. For
2020, variable compensation paid to Messrs. Fernandez, Dungan and Ramirez in the form of cash and restricted stock units subject to a three-year vesting period represented 59%, 52%, and 44%, respectively, of their total compensation as reported in
the Summary Compensation Table.

At its meeting held on February 12, 2020, the Compensation Committee reviewed and
approved the 2020 base salaries and cash and equity incentive plan targets for the Company’s named executive officers as well as the Company’s other senior leaders. Consistent with prior years, the Compensation Committee approved a program
for the Company’s named executive officers that, in addition to base salaries, would pay annual cash and equity incentive awards in connection with the achievement of challenging 2020 pro forma diluted net earnings per share performance
targets. Under the program terms approved on February 12, 2020, the Company’s annual pro forma net earnings per share would have had to improve at least 13% from the 2019 annual pro forma net earnings per share adjusted to $0.97 in order for
the named executive officers to earn their “Goal” level cash and equity performance incentive awards. With an increase of at least 20% from the 2019 annual pro forma net earnings per share adjusted to $0.97 the named executive officers
would have earned their “Superior” level cash and equity performance incentive awards. The Compensation Committee established these performance targets for 2020 without the benefit of being able to consider the impact of the

COVID-19

pandemic on the Company’s results of operations for 2020.

In light of the

COVID-19

pandemic, the Compensation Committee reviewed the previously established performance targets to determine whether they appropriately align the Company incentive compensation including executive compensation
opportunities with the Company’s current forecast and objectives. As a result of that review, at its meeting on July 30, 2020, the Compensation Committee established new annual targets and made other revisions to the program.

Under the revised program, the Company’s total pro forma diluted net earnings per share for the first, third and fourth
quarters of 2020 must have met or exceeded the total pro forma diluted earnings per share for the first, third and fourth quarters of 2019 in order for the named executive officers to have earned their “Goal” cash and equity performance
incentive awards. The Compensation Committee believed that this Goal opportunity would effectively have required the achievement of an annual pro forma diluted earnings per share target for fiscal 2020 that was very aggressive given the significant
demand volatility and uncertainties. The annual cash and equity incentive compensation earned at the revised Goal target would equal seventy-five (75%) of the Goal opportunity previously approved by the Compensation Committee on February 12,
2020. This was also the maximum that could be earned under the revised program. Under the revised program, the “Superior” cash and equity performance incentive award level was eliminated for 2020.

The Compensation Committee believed the revised program was better aligned with the updated outlook for the Company given the business
disruption from the

COVID-19

pandemic and also ensured that the program continued to serve as a performance driver for 2020, with challenging goals.

2020 Performance Outcomes

In 2020, the Company generated pro forma diluted
earnings per share of $0.24 per share, $0.17 per share and $0.23 per share for the first, third and fourth quarters of 2020, respectively, compared to $0.22 per share, $0.27 per share and $0.24 per share for the first, third and fourth quarters of
2019, respectively. In accordance with the revised targets established by the Compensation Committee, the pro forma diluted earnings per share utilized by the Compensation Committee resulted in the payment of 59% of the “Goal” level payout
under the Company’s 2020 revised executive compensation plan. Please refer to Appendix A, “Reconciliation of Reported (GAAP) to Adjusted

(Non-GAAP)

Results” for a reconciliation of adjusted
results, including pro forma diluted earnings per share, to reported GAAP results for 2020. In addition to his cash performance bonus received under the 2020 revised executive compensation program, Mr. Ramirez received a $100,000 cash bonus in
recognition of his cash management performance efforts during the

COVID-19

pandemic. This one-time only cash bonus was approved by the Compensation Committee. Mr. Ramirez was the only named executive
officer to receive the bonus.

17