HSII Insider Filing: 5,387 Performance Stock Units Awarded to Tracey Heaton

Rhea-AI Filing Summary

Tracey Heaton, Chief Legal Officer and Corporate Secretary of Heidrick & Struggles International Inc. (HSII), reported a grant of 5,387 Performance Stock Units (PSUs) on 08/15/2025. The PSUs were reported with a $0 purchase price and are granted under the Fifth Amended and Restated 2012 GlobalShare Program. Each PSU represents a contingent right to one share of common stock and will be earned in two equal increments upon attainment of specified stock price hurdles. Vesting is scheduled in equal annual installments on March 8, 2027 and March 8, 2028, and is subject to Ms. Heaton's continuous employment and satisfaction of the performance hurdles. Following the transaction Ms. Heaton beneficially owns 30,317 shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: Routine performance-based equity grant that ties executive pay to stock-performance hurdles; appears standard for retention and alignment.

The grant of 5,387 PSUs to the Chief Legal Officer is structured with stock price hurdles and multi-year vesting, which aligns compensation with long-term shareholder value by linking payout to performance and continued employment. The award is disclosed as having no purchase price and will vest in equal installments in 2027 and 2028, subject to achievement of specified stock price thresholds. This is a customary form of executive compensation and does not by itself indicate a material change to governance or control.

Securities Analyst

TL;DR: Non-cash, performance-contingent grant disclosed; transaction is informational and not likely to be market-moving on its own.

The Form 4 reports PSUs representing contingent rights to common stock, with 5,387 units granted and a post-transaction beneficial ownership of 30,317 shares for the reporting person. The $0 price and the contingent nature of the units mean no immediate dilution or cash flow impact. Because vesting depends on future stock-price hurdles and employment, the timing and magnitude of any share issuance are uncertain. Disclosure is consistent with Section 16 reporting requirements for insiders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heaton Tracey

(Last) (First) (Middle)

C/O HEIDRICK & STRUGGLES INT'L, INC.

233 S. WACKER DR. SUITE 4900

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		A		5,387(1)	A	$0	30,317	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Performance Stock Units, each representing a contingent right to receive one share of the Issuer's Common Stock under the Fifth Amended and Restated 2012 Heidrick & Struggles GlobalShare Program. The Performance Stock Units will be earned in two equal increments upon the attainment of certain prescribed stock price hurdles, and will vest in equal annual installments on March 8, 2027 and 2028, subject to Ms. Heaton's continuous employment with the Issuer or an affiliate through such vesting date and the achievement of the applicable stock price hurdle for that year.

Remarks:

	/s/ Antony Gabriel, Attorney-In-Fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Tracey Heaton report on Form 4 for HSII?

The Form 4 reports a grant of 5,387 Performance Stock Units to Tracey Heaton on 08/15/2025, with a reported price of $0.

What are the vesting terms for the PSUs reported by HSII (Tracey Heaton)?

The PSUs vest in equal annual installments on March 8, 2027 and March 8, 2028, contingent on achievement of specified stock price hurdles and continuous employment.

How many HSII shares does Tracey Heaton beneficially own after the reported transaction?

Following the reported transaction, Tracey Heaton beneficially owns 30,317 shares.

Was any cash paid for the PSUs in the Form 4 filing?

No. The Form 4 indicates a reported price of $0 for the Performance Stock Units.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Antony Gabriel, Attorney-In-Fact on 08/19/2025.