DEF 14A

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

☒ Definitive Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Additional Materials

☐ Soliciting Material 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 all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

1001 Brickell Bay Drive, 30th Floor

Miami, Florida 33131

March 20, 2026

Dear Shareholder:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) to be held on April 30, 2026, 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 director identified in the accompanying proxy statement;

•

approve an amendment to the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to (i) increase the number of shares authorized for issuance under the Purchase Plan by 250,000 shares, and (ii) extend the current term of the Purchase Plan by three years until July 1, 2031;

•

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 January 1, 2027.

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 20, 2026, we are mailing to our shareholders a notice containing instructions on how to access our proxy statement and 2025 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.

Sincerely,

Ted A. Fernandez

Chairman and Chief Executive Officer

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30th Floor

Miami, Florida 33131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 30, 2026

The 2026 Annual Meeting of Shareholders of The Hackett Group, Inc. (the “Company”) will be held on April 30, 2026, at 11:00 a.m. (local time) at the Company’s headquarters located at 1001 Brickell Bay Drive, 30th Floor, Miami, Florida, for the following purposes:

to elect to the director identified in the accompanying proxy statement;

to hold an advisory vote on executive compensation;

to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027; and

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 13, 2026, 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 April 30, 2026, at the location of the annual meeting. All shareholders are invited to attend the annual meeting.

By Order of the Board of Directors,

Keith Henrich

Secretary

Miami, Florida

March 20, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 30, 2026: The Hackett Group, Inc.’s Proxy Statement and 2025 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, Keith Henrich, 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


	Page
PROPOSAL 1 ELECTION OF DIRECTORS	4
General	4
Nominee	5
Corporate Governance and Other Matters	7
Audit Committee	8
Compensation Committee	9
Nominating and Corporate Governance Committee	9
Stock Ownership Guidelines	10
Policy Regarding Hedging and Pledging	11
Code of Conduct and Ethics	11
Cybersecurity	11
Corporate Social Responsibility	11
Other Matters	12
COMPENSATION COMMITTEE REPORT	13
COMPENSATION DISCUSSION AND ANALYSIS	14
Overview of Compensation Philosophy and Objectives	14
The Elements of Executive Compensation at the Company	15
Shareholder "Say on Pay” Vote	18
Executive Compensation Decisions for 2025	19
Executive Compensation Decisions for 2026	20
Timing of Equity Incentive Plan Awards and Discretionary Equity Awards	21
Tax and Accounting Considerations and Compensation Deductibility Policy	21
Compensation Recovery	21
Insider Trading Policy	21
SUMMARY COMPENSATION TABLE	22
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025	23
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	25
OPTION EXERCISES AND STOCK VESTED (During fiscal year-ended December 26, 2025)	26
Narrative Disclosure to Summary Compensation Table and Plan-Based Awards Table	26
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	28
DIRECTOR COMPENSATION	31
OUTSTANDING DIRECTOR EQUITY AWARDS AT 2025 FISCAL YEAR-END	32
Compensation Committee Interlocks	32
PAY RATIO	32
PAY VERSUS PERFORMANCE	33
PROPOSAL 2 TO APPROVE AN AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PLAN (THE "PURCHASE PLAN") TO (I) INCREASE THE SHARES AUTHORIZED FOR ISSUANCES BY 250,000 SHARES, AND (II) EXTEND THE TERM OF THE CURRENT PURCHASE PLAN BY THREE YEARS UNTIL JULY 1, 2031	36
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION	40
REPORT OF THE AUDIT COMMITTEE	42
PROPOSAL 4 TO RATIFY THE APPOINTMENT OF RSM US LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 1, 2027	43
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	45
Review, Approval or Ratification of Related Person Transactions	45
BENEFICIAL OWNERSHIP OF COMMON STOCK	46
DELINQUENT SECTION 16 REPORTS	48
SHAREHOLDERS PROPOSALS FOR THE ANNUAL MEETING IN 2027	48
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION	49
OTHER BUSINESS TO BE TRANSACTED	50
APPENDIX A	A-1

THE HACKETT GROUP, INC.

1001 Brickell Bay Drive, 30th Floor

Miami, Florida 33131

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

APRIL 30, 2026

VOTING INFORMATION

This proxy statement and the accompanying notice of annual meeting and proxy card are being made available, on or about March 20, 2026, to the shareholders of The Hackett Group, Inc. (the “Company” or “Hackett”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) to be voted at the 2026 Annual Meeting of Shareholders to be held on April 30, 2026 at 11:00 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 nominee for director;

•

“FOR” the Proposal 2 to approve an amendment to the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to (i) increase the number of shares authorized for issuance under the Purchase Plan by 250,000 shares, and (ii) extend the current term of the Purchase Plan by three years until July 1, 2031;

•

“FOR” Proposal 3 to approve, in an advisory vote, the Company’s executive compensation; and

•

“FOR” Proposal 4 to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027.

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 20, 2026, the Company is mailing to its shareholders a notice containing instructions on how to access this proxy statement and the Company’s 2025 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.

If you share an address with one or more other shareholders, you may have received notification that you will receive only a single copy of the Annual Report, notice and proxy statement for your entire household unless you have notified us that you wish to continue receiving individual copies. This practice, known as “householding,” is designed to reduce printing and mailing costs. If you would like to revoke your consent to “householding,” or if you are receiving multiple copies at your address and would like to enroll in “householding,” please submit your request to Josie Estevez-Lugo at 1001 Brickell Bay Drive, 30th Floor, Miami, FL 33131 or call us at (305) 375-8005. If you own your shares in “street name,” please contact your broker, bank, trustee, or other intermediary to make your request.

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.

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 13, 2026, 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, 25,220,226 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 encourag

SEC Form DEF 14A filed by Hackett Group Inc.