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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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Hill International, Inc.
One Commerce Square

2005 Market Street, 17th Floor
Philadelphia, Pennsylvania 19103

[         ], 2016

Dear Stockholder:

You are cordially invited to attend the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Hill International, Inc. (the “Company”).  The meeting will be held at Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania on Thursday, August 11, 2016, at 11:00 a.m. Eastern Time.

The Board of Directors is recommending a highly qualified and experienced slate of director nominees for election to the Board of Directors at the Annual Meeting.  At the Annual Meeting, we will ask you to: (1) elect three directors; (2) amend certain bylaw provisions to implement majority voting; (3) provide an advisory vote on the frequency (every 1, 2 or 3 years) of the advisory vote on named executive officer compensation; (4) vote on various stockholder proposals, if properly presented at the Annual Meeting; and (5) take action upon any other business as may properly come before the Annual Meeting.

The accompanying materials include the Notice of Annual Meeting of Stockholders and Proxy Statement.  The Proxy Statement describes the business that we will conduct at the Annual Meeting.  It also provides information about us that you should consider when you vote your shares.

You should have also received a WHITE proxy card and postage-paid return envelope.  WHITE proxy cards are being solicited on behalf of our Board of Directors.

Your vote will be especially important at the Annual Meeting. Bulldog Investors LLC, on behalf of Full Value Partners, L.P. (“Full Value”) and certain of Full Value’s affiliates (together, “Bulldog”), has provided the Company with notice that Bulldog intends to nominate five alternative director nominees for election as directors and to present two stockholder proposals at the Annual Meeting.  You may receive a proxy statement, proxy card and other solicitation materials from Bulldog.  The Company is not responsible for the accuracy of any information provided by or relating to Bulldog or its nominees contained in solicitation materials filed or disseminated by or on behalf of Bulldog or any other statements that Bulldog may make.

The Board of Directors does NOT endorse any Bulldog nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors and AGAINST each of Bulldog’s stockholder proposals.  The Board of Directors strongly urges you NOT to sign or return any proxy card sent to you by Bulldog.  If you submit a proxy card sent to you by Bulldog, you can revoke that proxy and vote for our Board of Directors’ nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record.  You must follow these instructions in order for your shares to be voted.  Your broker is required to vote those shares in accordance with your instructions.  Because of the contested nature of the proposals, if you do not give instructions to your broker, your

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broker will not be able to vote your shares with respect to the election of directors (Proposal 1), the amendment of the Bylaws (Proposal 2), the advisory vote on the frequency (every 1, 2 or 3 years) of the advisory vote on compensation (Proposal 3) or the stockholder proposals (Proposals 4 and 5).  We urge you to instruct your broker or other nominee, by following those instructions, to vote your shares using the WHITE proxy card.

Holders of shares as of the close of business on June 17, 2016, the record date for voting at the Annual Meeting, are urged to submit a WHITE proxy card, even if your shares were sold after such date.

As you may recall, last year we won a similar proxy contest against Bulldog.  We very much appreciate the support that the majority of our stockholders gave to our Board, our management team and the strategic direction of our company during that contest.  We acknowledged at the time, however, that many of our stockholders voiced concerns to us regarding corporate governance matters and our executive officer compensation program.  We have worked hard over the past year to address and resolve many of these concerns, including adding two new independent directors, making stockholder-friendly changes to our bylaws, as well as revising our compensation philosophy and implementing changes to our compensation program.  Many of these changes are described in the accompanying proxy statement.  We are proud of the achievements we have made to date and look forward to continuing our discussions with our stockholders in the future.  At the Annual Meeting, we will review our progress during the past year and answer your questions.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company.  If you have any questions, please contact Alliance Advisors LLC, our proxy solicitor assisting us in connection with the Annual Meeting.  Stockholders may call toll free at (888) 991-1290. Banks and brokers may call collect at (973) 873-7721.

Sincerely,

David L. Richter

President and Chief Executive Officer

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Hill International, Inc.
One Commerce Square

2005 Market Street, 17th Floor
Philadelphia, Pennsylvania 19103

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 11, 2016

To our Stockholders:

Hill International, Inc. (the “Company”) will hold its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) at Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania 19103 on Thursday, August 11, 2016, at 11:00 a.m. Eastern Time, for the following purposes:

1.              To elect three directors of the Company;

2.              To amend certain Bylaw provisions to implement majority voting;

3.              To provide an advisory vote on the frequency (every 1, 2 or 3 years) of the advisory vote on named executive officer compensation;

4.              To consider two stockholder proposals described in the Proxy Statement if properly presented at the Annual Meeting; and

5.              To transact such other business as may properly come before the meeting or any and all adjournments or postponements of the meeting.

Bulldog Investors LLC, on behalf of Full Value Partners, L.P. (“Full Value”) and certain of Full Value’s affiliates (together, “Bulldog”) has provided the Company with notice that Bulldog intends to nominate five alternative director nominees, Andrew Dakos, Paul Evans, Charles Gillman, John P. Schauerman and David Sgro, for election as directors and to present two stockholder proposals at the Annual Meeting. The Board of Directors of the Company does NOT endorse the election of Bulldog’s nominees or any of Bulldog’s proposals. Since the 2015 Annual Meeting of Stockholders, the Company has taken significant actions to address feedback received from stockholders in response to our outreach to stockholders in 2015, including by adding two independent directors to our Board.  The Company plans to continue to enhance its corporate governance such as through the Company’s proposals at this Annual Meeting to adopt majority voting and annual advisory votes on executive compensation.  For further information regarding the actions taken by the Company, please refer to “Recent Actions in Response to the Company’s Outreach to Stockholders” in the proxy statement.

You may receive proxy solicitation materials from Bulldog, including a proxy statement and proxy card. IF YOU DO RECEIVE SUCH PROXY MATERIALS FROM BULLDOG, OUR BOARD UNANIMOUSLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD PROVIDED BY BULLDOG OR TO VOTE FOR ANY NOMINEES OR PROPOSALS OF BULLDOG.

Only holders of record of common stock of the Company at the close of business on June 17, 2016 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.  It is important that your shares be represented and voted at the meeting.  If you are a stockholder of record and do not plan to attend the meeting, please mark, sign, date and promptly mail the enclosed WHITE proxy card in the enclosed postage-paid envelope or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.  Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.  If you do not hold your shares of record and you do not plan to attend the meeting, please follow the instructions provided by your broker, bank or other nominee to ensure that your shares are voted.

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YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU READ THE PROXY STATEMENT AND VOTE YOUR SHARES BY SIGNING AND DATING THE ENCLOSED WHITE PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR BY VOTING VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED WHITE PROXY CARD.

By Order of the Board of Directors,

William H. Dengler, Jr., Corporate Secretary

[        ], 2016
Philadelphia, Pennsylvania

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR OUR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON AUGUST 11, 2016

The Proxy Statement and our 2015 Annual Report to stockholders are available at our
website at www.hillintl.com, in the “Investors” section as well as at
www.viewproxy.com/hillintl/2016.

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by Hill International, Inc. (“Hill” or the “Company”) on behalf of the Board of Directors (the “Board”) for the 2016 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, August 11, 2016, and at any meeting following adjournment or postponement of the annual meeting.  We are first mailing this Proxy Statement and proxy card (including voting instructions) on or about [        ], 2016, to persons who were stockholders at the close of business on June 17, 2016, the record date for the meeting.  Also, this Proxy Statement contains certain information that the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) require Hill to provide annually to stockholders.

The Annual Meeting is scheduled to begin at 11:00 a.m. Eastern Time on August 11, 2016 at Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania 19103.  Stockholders will be admitted beginning at 10:30 a.m. Eastern Time.  The Board has designated Irvin E. Richter and William H. Dengler to vote the shares represented by proxies at the Annual Meeting in the matter indicated by the proxies.

RECENT ACTIONS IN RESPONSE TO THE COMPANY’S OUTREACH TO STOCKHOLDERS

As a result of our outreach to stockholders, the Company has taken numerous actions since our 2015 annual meeting to enhance the Company’s corporate governance, including the following:

·                                          Appointed two new independent directors to the Board, each of whom was also appointed to the Compensation and Audit Committees;

·                                          Appointed one of the new independent directors as Chairman of the Board’s Compensation Committee;

·                                          Revised our Bylaws to establish a Lead Independent Director position and appointed a Lead Independent Director;

·                                          Revised our Bylaws to modernize and clarify certain provisions in a manner that is favorable to stockholders, including lowering the ownership threshold for stockholders to call a special meeting to 25% from a majority;

·                                          Adopted Corporate Governance Guidelines which include a stockholder engagement policy, annual director education and Board confidentiality policy;

·                                          Engaged an independent compensation consultant, Pay Governance LLC, to support the Compensation Committee’s strategic review and provide executive compensation program design recommendations; and

·                                          Revised our Insider Trading Policy to prohibit speculative transactions, hedging transactions and, without prior Board approval, pledging or trading on margin of Company stock.

Also, the Company’s Compensation Committee has already implemented a number of changes for 2016 executive compensation based on feedback from our stockholders and consultation with the Compensation Committee’s compensation consultant.  These changes are as follows:

·                                          Revised our compensation philosophy to target total compensation of all executive officers at the 50th percentile of the market, except for the Chief Executive Officer (see the section titled “Executive Officer Compensation—Employment Agreement with Our President and CEO”);

·                                          Approved modest salary increases for our executive officers, averaging 3%;

·                                          Established an incentive bonus program for the Company’s executive officers, including its NEOs, which is exclusively tied to achieving superior EPS performance during 2016.

·                  2016 EPS goal has been set at a premium to our Board-approved budget;

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·                  no award for actual EPS less than 80% of target; and

·                  A bonus up to 200% of target can be earned for performance up to 140% of the EPS goal.

·                                          2016 equity awards for the CEO and COO are 100% in the form of “premium priced” stock options where the exercise price is set higher than the market price.  Premium exercise prices were set by the Board at $4.00 and $5.00, representing 22.3% and 52.9% premiums over the closing price of our stock on the date of grant;

·                                          2016 equity awards for other officers are 50% in the form of “premium priced” stock options where the exercise price is set higher than the market price.  Premium exercise prices were set by the Board at 20% over the closing price of our stock on the date of grant;

·                                          Adopted stock ownership guidelines which require directors and executive officers to maintain ownership of a certain amount of the Company’s common stock prior to being allowed to sell stock; and

·                                          Lowered the per-director compensation provided to our non-employee directors from approximately $180,000 per year to $120,000 per year as we added two new non-employee directors.

Further information on the actions we have taken in response or discussions with stockholders is included elsewhere in this Proxy Statement may be found in “Corporate Governance,” “Executive Compensation-Investor Outreach and Response,” “Executive Compensation-Actions Related to 2016 Executive Compensation,” and “Executive Compensation-Compensation Discussion and Analysis-Part 3.”

The Company intends to continue to reach out to stockholders and to address feedback received from stockholders.

BACKGROUND OF PROXY CONTEST

Summary

As discussed elsewhere in this proxy statement, Bulldog has provided notice to the Company that it intends to nominate five alternative candidates for director and make two proposals for consideration by stockholders at the meeting.  Bulldog lost its proxy contest with the Company last year, and we urge stockholders to vote in favor of the Board’s nominees and against Bulldog’s proposals once again at this annual meeting.

Notwithstanding Bulldog’s proxy contest, the Company and the Board did engage with our stockholders in connection with last year’s annual meeting, and the Company has implemented a large number of changes to its Bylaws, corporate governance policies, and executive officer compensation program in response to feedback from our stockholders.  Those changes are described in detail elsewhere in this proxy statement. See the sections titled “Corporate Governance, “Executive Compensation—Executive Summary—Investor Outreach and Response” and “Compensation Discussion and Analysis—Part 3—2016 Compensation Committee Actions.”

The following information is provided to stockholders in order to provide additional context regarding this year’s proxy contest as well as the Company’s interactions with Bulldog over the last 15 months.

Timeline

On April 14, 2015, we received a letter from Bulldog on behalf of Opportunity Partners, L.P. (“OP”), a stockholder of record of 100 shares of our common stock, whereby Bulldog stated that it was providing notice to the Company of its intent to make a stockholder proposal and nominate two directors at our next annual meeting.  The April 14 letter did not provide the requisite information on the proposed nominee’s background, contact information or information related to the proposed nominee’s beneficial ownership of our common stock.  Additionally, notices were required to be received by the Company between March 12, 2015 and April 11, 2015.  As the April 14 letter was not compliant with our Bylaws as to timeliness or providing required information, the Company rejected the letter as well as the purported notice of the stockholder proposal and director nominations therein.

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On behalf of the Company, David Richter and William Dengler met with Bulldog’s representatives, Phillip Goldstein and Andrew Dakos, on April 30, 2015.

Also, on April 30, 2015, the Company filed its definitive proxy statement and proxy card (the “2015 Proxy Materials”) with the SEC.  When Mr. Goldstein inquired as to why there was no mention of Bulldog’s stockholder proposal or director nominations in the 2015 Proxy Materials, the Company responded on May 5, 2015 that the Company had determined that Bulldog’s April 14 letter did not comply with its Bylaws.

On May 7, 2015, we received a new letter from Bulldog which (i) stated that the May 7 letter superseded Bulldog’s April 14 letter, (ii) purported to notify the Company of Bulldog’s intent to present two new proposals at our annual meeting of stockholders and (iii) purported to notify the Company of Bulldog’s intent to nominate two directors at our annual meeting of stockholders.

On May 11, 2015, we responded to the May 7 letter, providing a detailed explanation of the defects of both Bulldog’s April 14 and May 7 letters under our Bylaws and noting that they were thus rejected.  Our response specified the lack of timeliness of both letters as well as the failure of the April 14 letter to provide the requisite information regarding the proposed nominees under our Bylaws.

On May 14, 2015, Bulldog filed suit in the Delaware Court of Chancery seeking, among other things, to enjoin us from interfering with Bulldog’s presentation of its proposals and director nominees included in its May 7 letter at the 2015 Annual Meeting.  On June 5, 2015, the Court of Chancery decided that unclear language in our Bylaws required that we permit Bulldog to present its director nominees and proposals at the annual meeting and issued an order requiring that we do so.  The 2015 Annual Meeting was ultimately held on August 7, 2015 at 11:00 a.m., at Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania.

On May 15, 2015, Bulldog filed a preliminary proxy statement with the Commission, including a proxy card (“Bulldog Proxy Materials”).  The Bulldog Proxy Materials solicited proxies in favor of Bulldog’s director nominees and Bulldog’s stockholder proposals as well as against the Company’s re-approval of our 2010 Senior Executive Bonus Plan.

As we engaged with our stockholders regarding the proxy contest, we heard concerns regarding some of our corporate governance policies as well as concerns regarding our executive officer compensation program.

On August 7, 2015, at the 2015 Annual Meeting, each of Bulldog’s nominees and its proposal recommending that an investment banker be hired to explore a liquidity event were defeated, with the majority of stockholders voting as recommended by our Board.

Shortly after August 7, 2015, in response to our engagement with stockholders, our Board began searching for new independent directors to join the Board.

On November 10, 2015, Steven R. Curts joined our Board as an independent director.  Mr. Curts, who has 30 years of experience primarily in technology and business services, is currently Chief Strategy Officer for American Express Global Business Travel.  The Board appointed Mr. Curts as Chairman of the Compensation Committee and as a member of the Audit Committee.

Merely four months after having been defeated at our 2015 annual meeting, on December 7, 2015, Bulldog on behalf of Full Value Partners, L.P. submitted a proposal to be included in this proxy statement.  This proposal — similar to Bulldog’s proposal which had recently been defeated — would recommend that an investment banker be hired to pursue a liquidity event to maximize stockholder value including a sale of the Company.

On December 16, 2015, the Company received a letter from DC Capital Partners, LLC (“DC Capital”) offering to acquire the Company for $4.75 per share.

On December 21, 2015, the Company received a letter from Bulldog which, citing the offer from DC Capital, requested that the Board establish a committee to “assess all strategic alternatives.”

On January 21, 2016, our Board amended and restated our Bylaws.  The amendments implemented provisions: creating the new position of lead independent director, establishing minimum qualifications for our directors, lowering the

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ownership threshold from a majority to 25% for calling a special meeting of our stockholders, and clarifying the advance notice provisions (which were at issue in the litigation with Bulldog in 2015).

Also on January 21, 2016, the Board adopted new Corporate Governance Guidelines and approved certain amendments to the Company’s Insider Trading Policy, all in an effort to improve the Company’s corporate governance in response to feedback from our stockholders.

On February 1, 2016, Craig L. Martin joined our Board as an independent director.  Mr. Martin, who has 45 years of experience in the international engineering and construction industry, retired in 2014 as President and Chief Executive Officer of Jacobs Engineering Group, one of the world’s largest and most diverse providers of technical, professional, and construction services.  The Board appointed Mr. Martin to the Compensation Committee and the Audit Committee.

On February 4, 2016, the Board rejected the December 16, 2015 offer from DC Capital.  Also, on February 4, 2016, the Board rejected Bulldog’s December 21, 2015 request to form a committee.

On March 10, 2016, we received another letter from Bulldog stating that it was providing notice to the Company of its intent to nominate five alternative directors and present three proposals at our next annual meeting.

On March 24, 2016, the Company released its results for the quarter and year ended December 31, 2015, reporting record revenue and a return to profitability.

On May 4, 2016, the Company released its results for the quarter ended March 31, 2016, reporting increased revenue and net earnings.

On June 15, 2016, Bulldog withdrew its proposal which would recommend that an investment banker be hired to pursue a liquidity event.

On June 17, 2016, the closing price of the Company’s Common Stock on the NYSE was $4.28.

Additionally, our Compensation Committee has made numerous changes to our executive officer compensation philosophy and practices since our last annual meeting.  These changes include, among other things, no or limited salary increases in the future, establishment of an incentive bonus program exclusively tied to EPS and granting executive officers “premium priced” stock options.

VOTING

Who Can Vote

You are entitled to vote at the annual meeting all shares of the Company’s common stock that you held as of the close of business on June 17, 2016, the record date for voting at the Annual Meeting.  On June 17, 2016, there were 51,746,076 shares of common stock outstanding.  In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting.

Determining the Number of Votes You Have

The enclosed WHITE proxy card indicates the number of shares of common stock that you own. Each share of common stock is entitled to one vote with respect to each matter properly brought before the meeting.

How to Vote

By Telephone — Stockholders can vote their shares by a toll-free telephone number by following the instructions provided on the enclosed WHITE proxy card.  The telephone voting procedures are designed to authenticate a stockholder’s identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.  Voting by telephone authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

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By the Internet — Stockholders can simplify their voting by voting their shares via the Internet as instructed on the enclosed WHITE proxy card.  The Internet procedures are designed to authenticate a stockholder’s identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.  Internet voting facilities for stockholders of record are available 24 hours a day.  Voting via the Internet authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

By Mail — Stockholders may vote their shares by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided with this Proxy Statement.  Proxy cards submitted by mail must be received by the time of the Annual Meeting for your shares to be voted.

At the Annual Meeting — Only our stockholders and invited guests may attend the Annual Meeting.  Refer to “How to Attend the Annual Meeting” for further information regarding admission to the Annual Meeting.

You will need to bring picture identification to the meeting.  If you own shares in street name (i.e., your shares are held in street name through a broker, bank, trustee or other nominee), please bring your most recent brokerage statement, along with picture identification, to the meeting.  We will use your brokerage statement to verify your ownership of common stock and admit you to the meeting.  Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting.  Shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares and bring such proxy to the Annual Meeting.  If you vote by proxy and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote.  Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.

If you vote by telephone, via the Internet or by signing, dating and returning a proxy card, we will vote your shares as you direct.  For the election of directors, you can specify whether your shares should be voted for all, some or none of the nominees for director listed.  Our Board urges you to use the enclosed WHITE proxy card to vote based on its recommendations, including FOR ALL of the nominees for director listed and AGAINST the two stockholder proposals.

If you submit a proxy to us without indicating instructions with respect to specific proposals, we will vote your shares consistent with the recommendations of our Board of Directors as stated in this Proxy Statement, specifically for all our nominees for director, in favor of the amendment to certain Bylaw provisions to implement majority voting, in favor of the advisory vote on the frequency (every 1, 2 or 3 years) of the advisory vote on named executive officer compensation, and against the stockholder proposals, if properly presented at the Annual Meeting.  If any other matters are properly presented at the Annual Meeting for consideration, then the persons named on your proxy will have discretion to vote for you on those matters.  As of the date of the Notice of 2016 Annual Meeting of Stockholders, we knew of no other matters to be presented at the Annual Meeting.

An independent inspector of elections will tabulate the proxies and certify the results.

Voting of Shares of Common Stock Held in Street Name

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record.  You must follow these instructions in order for your shares to be voted.  Your broker is required to vote those shares in accordance with your instructions.  Because of the contested nature of certain of the proposals, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election of directors (Proposal 1), the amendment to certain Bylaw provisions to implement majority voting (Proposal 2), the advisory vote on the frequency (every 1, 2 or 3 years) of the advisory vote on compensation (Proposal 3) or the stockholder proposals (Proposals 4 and 5).  We urge you to instruct your broker or other nominee how to vote your shares by following those instructions.

Notification of Bulldog Proposal for Alternative Directors

Bulldog, on behalf of Full Value, a stockholder of the Company, has provided the Company with notice indicating that it intends to propose five alternative director nominees for election at the Annual Meeting in opposition to the nominees recommended by our Board.  The Bulldog nominees have NOT been endorsed by our Board, and our Board

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unanimously recommends a vote FOR each of our Board’s nominees for director on the enclosed WHITE proxy card accompanying this proxy statement.  Our Board unanimously recommends that you disregard and do not return any proxy card that you may receive from Bulldog. Voting to “withhold” with respect to any Bulldog nominee on a proxy card sent to you by Bulldog is NOT the same as voting for our Board’s nominees because a vote to “withhold” with respect to any Bulldog nominee on any proxy card provided by Bulldog will revoke any proxy you previously submitted.  If you submit a proxy card sent to you by Bulldog, you can revoke that proxy and vote for our Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card.

Receipt of Multiple Proxy Cards

Many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every WHITE proxy card you receive.

Additionally, please note that Bulldog, on behalf of Full Value, has stated its intention to nominate five alternative director nominees for election at the Annual Meeting and present two stockholder proposals.  If Bulldog proceeds with its alternative nominations and proposal, you may receive proxy solicitation materials from Bulldog, including an opposition proxy statement and a proxy card.  Our Board unanimously recommends that you disregard and do not return any proxy card you receive from Bulldog.  Voting to “withhold” with respect to any Bulldog nominee on a proxy card sent to you by Bulldog is not the same as voting for our Board’s nominees because a vote to “withhold” with respect to any Bulldog nominee on its proxy card will revoke any proxy you previously submitted.

If you vote using a proxy card you receive from Bulldog, you have every right to change your vote and revoke your prior proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.  Only the latest dated proxy you submit will be counted.  If you have any questions or need assistance voting, please call our proxy solicitor, Alliance Advisors LLC.  Stockholders may call toll free at (888) 991-1290.  Banks and brokers may call collect at (973) 873-7721.  If you own shares in street name, please contact your account representative at the broker, bank or other nominee where the shares are held.  This proxy statement and the accompanying form of WHITE proxy card are available at http://www.viewproxy.com/hillintl/2016.

Revocation of Proxies

You can change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by doing any of the following: (1) you can submit a valid proxy with a later date; (2) you can notify our Secretary in writing at Secretary, Hill International, Inc. One Commerce Square 2005 Market Street, 17th Floor, Philadelphia, Pennsylvania 19103 that you have revoked your proxy; or (3) you can vote in person by written ballot at the Annual Meeting.

If you sign a proxy card sent to you by Bulldog, you may change your vote and revoke such proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions on the enclosed WHITE proxy card.  Submitting a proxy card sent to you by Bulldog — even if you withhold your vote on the Bulldog nominees — will revoke any votes you previously made via our WHITE proxy card.  Accordingly, if you wish to vote pursuant to the recommendation of our Board, you should disregard any proxy card that you receive that is not a WHITE proxy card and not return any proxy card that you may receive from Bulldog, even as a protest.

Required Vote

Proposal 1: Election of Directors.   Pursuant to our Bylaws, plurality voting will apply to the election of directors at the Annual Meeting.

The three nominees for director who receive the most votes of all votes cast for directors will be elected.  If you do not vote for a particular nominee, or if you indicate on your proxy card, via the Internet or by telephone that you want to withhold authority to vote for a particular nominee, then your shares will not be voted for that nominee.  In addition, if you hold shares of common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares for the election of any nominee for director unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote for such nominee. Abstentions and broker non-votes do not constitute a vote “for” or “against” a director.

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It will NOT help elect our Board if you sign and return a proxy card sent by Bulldog, even if you withhold on their director nominees using any proxy card sent to you by Bulldog.  Doing so will cancel any previous vote you may have cast on our WHITE proxy card.  The only way to support our Board’s nominees is to vote FOR the Board’s nominees on our WHITE proxy card and to disregard, and not return, any proxy card that you receive that is not a WHITE proxy card, including any proxy card that you receive from Bulldog.

Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board of Directors must have been received by our Secretary by March 11, 2016.  We did not receive any such nominations other than the nominations from Bulldog, and no other nominations for election to our Board may be made by stockholders at the Annual Meeting.

If for some reason any of the Board’s director nominees are unable to serve, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the WHITE proxy card, your shares will be voted in favor of the Board’s remaining nominees.  As of the date of the Notice of 2016 Annual Meeting of Stockholders, we knew of no reason why any of the Board’s nominees would be unable or for good cause unwilling to serve as a director if elected.

Proposal 2: Amendment of certain Bylaw provisions to implement majority voting.   The votes cast “for” this proposal must exceed the votes cast “against” such proposal for this proposal to pass.  Abstentions and broker non-votes do not constitute a vote “for” or “against” this proposal and will be disregarded in the calculation of “votes cast.”

Proposal 3: Advisory vote on the frequency of the advisory vote on executive compensation.   For the advisory vote on the frequency of future stockholder advisory votes on the compensation of our named executive officers, the frequency receiving the highest number of votes from the holders of shares present in person or by proxy at the Annual Meeting and entitled to vote thereon will be considered the frequency preferred by the stockholders.  If you “Abstain” from voting on this Proposal 3, it will have no effect on the outcome.  Broker non-votes also will have no effect on the outcome of this proposal.  However, because this proposal is an advisory vote, the result will not be binding on our Board of Directors. Our Board of Directors and our Compensation Committee will consider the outcome of the vote when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.

Proposals 4 and 5: Stockholder Proposals.   The votes cast “for” a proposal must exceed the votes cast “against” such proposal for a stockholder proposal to pass.  Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of “votes cast.”  Each proposal must be properly presented at the Annual Meeting for such proposal to be voted upon.

Broker non-votes

A broker non-vote occurs when a beneficial owner of shares held by a broker, bank or other nominee fails to provide the record holder with specific instructions concerning how to vote on any “non-routine” matters brought to a vote at a stockholders meeting.  Under the NYSE rules, “non-routine” matters include the election of directors (Proposal 1), the amendment of certain Bylaw provisions to implement majority voting (Proposal 2), and the vote, on an advisory basis, on the frequency of the advisory vote on compensation of the Company’s named executive officers (Proposal 3).  Given the contested nature of the meeting, for any accounts to which brokers deliver competing sets of proxy materials, the NYSE rules governing brokers’ discretionary authority will not permit such brokers to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting.

If you hold your shares in street name, it is critical that you cast your vote by instructing your bank, broker or other nominee on how to vote if you want your vote to be counted at the Annual Meeting.

Voting by Employees Participating in 401(k) Plan

If you are an employee of the Company and participate in the Hill International Inc. 401(k) Retirement Savings Plan, (the “Plan”), the enclosed WHITE voting instruction form indicates the aggregate number of shares of common stock credited to your account as of June 17, 2016, the record date for voting at the Annual Meeting.  If you timely submit your voting instructions to the Plan’s trustee (the “Trustee”) by following the instructions on the enclosed WHITE voting instruction form, your shares will be voted as you have directed.  If you do not provide the Trustee with voting instructions, the Trustee will vote your Plan shares in the same proportion as the shares for which the Trustee receives

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voting instructions from other participants in the Plan.  The Trustee must receive your voting instructions no later than August 8, 2016 or, if you are voting via the Internet or by phone, by 11:59 p.m., Eastern Daylight Time, on August 9, 2016.  Please note that Plan participants may vote their shares through the Trustee only and accordingly may not vote their Plan shares in person at the Annual Meeting.

How to Attend the Annual Meeting

Registered stockholders may be admitted to the meeting upon providing picture identification. If you own shares in street name (i.e., your shares are held in street name through a broker, bank, trustee or other nominee), please bring your most recent brokerage statement, along with picture identification, to the meeting. We will use your brokerage statement to verify your ownership of common stock and admit you to the meeting.

Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags or packages will not be permitted in the Annual Meeting.

Quorum

A quorum of stockholders is necessary to transact business at the 2016 Annual Meeting.  A quorum exists if the holders of at least a majority of the shares of common stock entitled to vote are present either in person or by proxy at the meeting.  Abstentions and broker non-votes will be counted in determining whether a quorum exists.

Cost of Solicitation

For information regarding the costs of this solicitation, please see the section titled “Cost of Solicitation.”

2017 Stockholder Proposals

At each annual meeting, stockholders are asked to elect directors to serve on the Board.  The Board or stockholders may submit other proposals to be included in the proxy statement.  To be considered for inclusion in the 2017 Annual Meeting Proxy Statement, stockholder proposals must meet the requirements of SEC Rule 14a-8 and must be received no later than March 1, 2017.  After such date, any shareholder proposal will be considered untimely and may be excluded from consideration at the meeting.  Our Bylaws provide that a stockholder may otherwise propose business for consideration or nominate persons for election to the Board, in compliance with federal proxy rules, applicable state law and other legal requirements and without seeking to have the proposal included in our proxy statement pursuant to Rule 14a-8.  Our Bylaws currently require that notice of such proposals or nominations for our 2017 Annual Meeting be received by us from April 13, 2017 to May 13, 2017.  Any such notice must satisfy the other requirements in our Bylaws applicable to such proposals and nominations.

Householding Information

SEC regulations permit the Company to send a single set of proxy materials, which includes this Proxy Statement, the Annual Report to Stockholders and the Notice of Internet Availability of Proxy Materials, to two or more stockholders that share the same address.  Each stockholder will continue to receive his or her own separate proxy card.  Upon written or oral request, the Company will promptly deliver a separate set of proxy materials to a stockholder at a shared address that only received a single set of proxy materials for this year.  If a stockholder would prefer to receive his or her own copy, please contact William H. Dengler, Jr., Corporate Secretary, at the Company’s principal executive office:  One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, PA 19103; or by email addressed to hil@openboard.info.  Similarly, if a stockholder would like to receive his or her own set of the Company’s proxy materials in future years or if a stockholder shares an address with another stockholder and both would like to receive only a single set of the Company’s proxy materials in future years, please contact Mr. Dengler.

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PROPOSAL 1 — ELECTION OF 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 this Annual Meeting to serve for a three-year term expiring at our annual meeting in 2019.  Upon the recommendation of the Governance and Nominating Committee, the Board has renominated Irvin E. Richter, Steven M. Kramer and Gary F. Mazzucco to serve for terms expiring in 2019.

The persons named in the proxy card will vote such proxy “for” the election of Messrs. Richter, Kramer and Mazzucco unless you indicate that your vote should be withheld.  If elected, Messrs. Richter, Kramer and Mazzucco will continue in office until his successor has been duly elected and qualified, or until the earliest of his death, resignation, retirement or removal.  Messrs. Richter, Kramer and Mazzucco have indicated to the Company that they will serve if elected.  We do not anticipate that Messrs. Richter, Kramer and Mazzucco will be unable to stand for election, but, if that happens, your proxy will be voted in favor of another person nominated by the Board upon the recommendation of the Governance and Nominating Committee.

In addition to the information set forth below, Appendix A sets forth information relating to each individual who may be considered “participants” in our solicitation under the applicable Securities and Exchange Commission rules by reason of their position as directors of the Company, as nominees for directors or because they may be soliciting proxies on our behalf.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” THE ELECTION OF MESSRS. RICHTER, KRAMER AND MAZZUCCO AS DIRECTORS.

Bulldog, on behalf of Full Value, has provided the Company with notice that it intends to nominate five alternative nominees for election as directors at the Annual Meeting.  Pursuant to our Bylaws, the three nominees receiving the largest pluralities of the votes cast will be elected.

The Board unanimously recommends that you disregard any proxy card that may be sent to you by Bulldog. Voting AGAINST Bulldog’s nominees on its proxy card is NOT the same as voting FOR our Board’s nominees, because a vote against Bulldog’s nominees on its proxy card will revoke any previous proxy submitted by you.  If you vote using a proxy card sent to you by Bulldog, you have every right and we urge you to revoke that proxy by voting in favor of our Board’s nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

NOMINEES FOR DIRECTOR — TERM EXPIRING IN 2019

IRVIN E. RICHTER has been Chairman of our Board of Directors since 1985 and he has been a member of our Board of Directors since he founded the company in 1976. He previously served as our Chief Executive Officer from 1976 to 2014. Mr. Richter is a Fellow of the Construction Management Association of America (CMAA) and a member of the World Presidents’ Organization. He is the author of several books including Handbook of Construction Law & Claims and International Construction Claims: Avoiding and Resolving Disputes. He has served on a number of Boards of Directors, including Rutgers University, Temple University Hospital and the CMAA. Mr. Richter holds a B.A. in government from Wesleyan University and a J.D. from Rutgers University School of Law at Camden, and he has been named a Distinguished Alumnus at both schools. Mr. Richter’s substantial expertise in the areas of project management and construction claims has made him highly regarded in our industry.  His strategic vision, leadership and construction industry knowledge have helped to guide the Company on its path of growth and success.  Age:  71.

STEVEN M. KRAMER has been a director since June 2010.  He is the President of Synchema, a consulting company to the graphic arts industry which assists companies in various aspects of strategic planning.  He is currently also the Chief Executive Officer of Toms River Volkswagen which he acquired in February 2015. Prior to Synchema, Mr. Kramer was President and Chief Operating Officer of Kelstar International, which he co-founded, in 1987 until it was sold to Altana, a publicly-owned German specialty chemical and pharmaceutical company, in October 2005.  Kelstar is a manufacturer of aqueous coatings, ultraviolet-curable coatings and specialty chemicals for the international printing industry.  A year after the acquisition and transition he resigned from Kelstar in 2006.  From the time of his resignation from Kelstar in 2006 until his founding of Synchema in 2009, Mr. Kramer pursued a variety of business interests independently.  Mr. Kramer earned his B.S. in graphic communications from the Rochester Institute of Technology. Mr. Kramer was a member of the Board of Directors of Dragonfly Forest, Inc., a non-profit organization from 2010

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until 2015 that was dedicated to providing overnight camp experiences to seriously ill children.  He was a member of the Young Presidents’ Organization from 2003 to 2012 and he has been a member of the World Presidents’ Organization since 2012.  Mr. Kramer’s experience as founder and executive of his own companies and his experience with respect to strategic planning provides valuable insight regarding the Company’s growth and direction.  Age:  54.

GARY F. MAZZUCCO has been a director since June 2013. Mr. Mazzucco founded Mazzucco & Company, CPAs in February 1977 and has served as its Managing Partner ever since.  He has been providing accounting, tax and consulting services for over forty years.  Prior to founding Mazzucco & Company, he was an accountant with Lybrand, Ross Brothers and Montgomery (a predecessor company of PricewaterhouseCoopers LLP) for two years and worked in private accounting for five years.  Mr. Mazzucco earned his B.S. in accounting from Mount Saint Mary’s University and has also served as a college professor, coach, mentor, board member, officer and trusted advisor to many individuals and organizations throughout his career. He is a certified public accountant in New Jersey. He is a member of the American Institute of Certified Public Accountants and a Fellow of the New Jersey Society of Certified Public Accountants. Age:  67.

CONTINUING DIRECTORS — TERM EXPIRING IN 2017

DAVID L. RICHTER has been our President and Chief Executive Officer since December 2014 and he has been a member of our Board of Directors since 1998. Prior to his current position, he was our President and Chief Operating Officer from March 2004 to December 2014. Before that, Mr. Richter was President of our Project Management Group from 2001 to 2004, Senior Vice President and General Counsel from 1999 to 2001 and Vice President and General Counsel from 1995 to 1999. Prior to joining us, he was an attorney with the New York City law firm of Weil, Gotshal & Manges LLP from 1992 to 1995.  Mr. Richter is a Fellow of both the Construction Management Association of America (CMAA) and the Chartered Institute of Building (CIOB).  He is a member of the World Presidents’ Organization, the Construction Industry Round Table and the American Society of Civil Engineers. He is a member of the Board of Directors of the Greater Philadelphia Chamber of Commerce and the Board of Trustees of Princeton Day School.  He is a former member of the Board of Directors of the CMAA and the Board of Trustees of the Southern New Jersey Development Council.  He is also Chairman of the Oxford Alumni Society of Philadelphia.  Mr. Richter earned his B.S. in management, his B.S.E. in civil engineering and his J.D. from the University of Pennsylvania and his M.Sc. in major program management from the University of Oxford. He has been designated a Chartered Construction Manager by the CIOB.  Mr. Richter is a son of Irvin E. Richter. Mr. Richter has more than two decades of executive leadership with the Company and has developed great expertise in the construction management industry.  Age:  50.

ALAN S. FELLHEIMER has been a director since June 2006.  He has been Chairman of the Philadelphia law firm of Fellheimer & Eichen LLP since January 2006.  He was Chairman of the Board of the Pennsylvania Business Bank, a state-chartered bank, from 1998, when he founded the bank, until 2008 when the bank was sold.  He also served as the bank’s President and Chief Executive Officer from 1998 until 2006.  From 1991 to 1998, Mr. Fellheimer was a Partner in the Philadelphia law firm of Fellheimer Eichen Braverman & Kaskey.  During 1990, he was a Partner with the Philadelphia law firm of Spector Gadon & Rosen, P.C.  From 1985 to 1990, Mr. Fellheimer was Chairman and Chief Executive Officer of Equimark Corp., then a New York Stock Exchange-listed bank holding company.  He currently serves as a member of the Board of Trustees and Executive Committee of Gratz College, an emeritus member of the Board of Trustees of the Pennsylvania Ballet, a member of the President’s Advisory Board of Temple University and a member of the Dean’s Advisory Board of the School of Social Policy & Practice of the University of Pennsylvania.  Mr. Fellheimer is a Trustee of the Law Foundation of Temple University and a Past Master; Past High Priest and Trustee of the Grand Lodge of Pennsylvania, AF&AM.  Mr. Fellheimer earned his A.B. in liberal arts and his J.D. summa cum laude from Temple University.  He is a member of the New Jersey, New York and Pennsylvania bars.  Mr. Fellheimer has significant banking expertise and brings to the Company experience in leadership positions with public and non-public entities.  Age:  73.

STEVEN R. CURTS has been a director since October 2015.  Since May 2014, he has been the Chief Strategy Officer for American Express Global Business Travel.  Prior to that, he was a Vice President with Dell, Inc. from November 2009 to December 2013.  Before that, he worked for 20 years with Perot Systems Corp. in numerous roles, including President of its Commercial Solutions Group, Vice President of Corporate Planning and Financial Operations, and Vice President of Finance.  Mr. Curts received his B.B.A in accounting from Southern Methodist University.  Among other things, Mr. Curts brings experience as a senior finance leader with executive roles encompassing financial operations, business development, treasury and corporate planning.  Age: 55.

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CONTINUING DIRECTORS — TERM EXPIRING IN 2018

CAMILLE S. ANDREWS has been a director since June 2009.  Since 1998, Ms. Andrews has been an Associate Dean, and since 1996 a member of the faculty, of Rutgers University School of Law at Camden.  From 2007 to 2015, Ms. Andrews served as Counsel to Context Capital Partners, a private equity firm.  Between 1986 and 1996, Ms. Andrews was a Partner with the law firm of Dilworth Paxson LLP, and between 2006 and 2008, she was Of Counsel to that firm, with expertise in antitrust, securities, class actions, derivative and shareholder suits, and other complex litigation matters.  Ms. Andrews earned a B.A. magna cum laude in rhetoric and communication from the University of Pittsburgh and a J.D. with honors from Rutgers University School of Law at Camden, where she served on the Law Review.  She was a member of the Board of Trustees for the Leap Academy Charter School in Camden, NJ from 2000 — 2007 and has served on a number of charitable boards, including the Walnut Street Theater, ACYO Charitable Foundation (a subsidiary of The Goldman Sachs Group, Inc.), New Jersey Child Cares, and the Philadelphia Zoo Chairman’s Council.  She has also served on the New Jersey Supreme Court Committee on Judicial Education.  Ms. Andrews is admitted to practice law in New Jersey, Pennsylvania and before the U.S. Supreme Court.  Ms. Andrews offers a wealth of legal expertise in commercial matters and her service on the boards of other organizations provides cross-board experience.  Age:  56.

BRIAN W. CLYMER has been a director since June 2006.  Mr. Clymer retired from Prudential Financial, Inc. where he was Senior Vice President of External Affairs from July 1997 to January 2013.  Prior to Prudential, he served as New Jersey State Treasurer under Governor Christine Todd Whitman from 1994 to 1997.  Prior to that, Mr. Clymer was President and Chief Executive Officer of Railway System Design, Inc. and Vice President of its parent company, Gannett Fleming, Inc., an engineering design firm, from 1993 to 1994.  From 1989 to 1993, he served under President George H.W. Bush as Administrator of the U.S. Federal Transit Administration.  Mr. Clymer has served on numerous Boards of Directors, including the New Jersey Sports and Exposition Authority, the New Jersey Casino Reinvestment Development Authority, the New Jersey Performing Arts Center, the Southeastern Pennsylvania Transportation Authority, the American Public Transit Association, Security First Bank, and Motor Coach Industries International, Inc., then a New York Stock Exchange-listed designer and manufacturer of buses and coaches.  He also served on the Board of Directors of the New Jersey Alliance for Action from 1997 to 2014 and currently serves on the Board of the Independent College Fund of New Jersey as past Chairman.  Mr. Clymer earned his B.S. in business and economics from Lehigh University and holds an honorary doctorate from Drexel University.  He is a Certified Public Accountant in the Commonwealth of Pennsylvania.  Mr. Clymer has spent almost 20 years in the field of public accounting and brings extensive experience as an executive and board member of various publicly and non-publicly held entities and offers deep knowledge of financial, economic and accounting matters.  Age:  69.

CRAIG L. MARTIN has been a director since February 2016.  In December 2014, Mr. Jacobs retired as the President and Chief Executive Officer of Jacobs Engineering Group, Inc.  He became President in July 2002 and Chief Executive in April 2006.  He also served as a member of Jacobs’ Board of Directors from 2002 until his retirement. Prior to July 2002, he served in several positions, most recently as Executive Vice President of Global Sales and Marketing.  Before joining Jacobs in 1994, he worked in various roles at CRSS International Inc. and Martin K. Eby Construction Co.  He received his B.S. in civil engineering from the University of Kansas and his M.B.A. from the University of Denver.  Mr. Martin has nearly 45 years of experience in the international engineering and construction industry.  Age:  66.

CORPORATE GOVERNANCE

Pursuant to the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, the Company’s business, property and affairs are managed by or under the direction of the Board of Directors.  Members of the Board are kept informed of the Company’s business through discussions with the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.  We currently have nine members on our Board.

During 2015, the Board held nine meetings and the committees held a total of fifteen meetings.  Each director attended more than 75% of the total number of meetings of the Board of Directors and the Board committees of which he or she was a member during the period he or she served as a director in 2015.  Although, we do not have a policy requiring all directors to attend annual meetings of stockholders, we expect all directors to attend, absent extenuating circumstances. All of our directors attended the 2015 Annual Meeting of Stockholders.

As a result of our discussions with stockholders, the Company has taken numerous actions since our 2015 annual meeting to enhance the Company’s corporate governance, including the following:

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·                                          Appointed two new independent directors to the Board, each of whom was also appointed to the Compensation and Audit Committees;

·                                          Appointed one of the new independent directors as Chairman of the Board’s Compensation Committee;

·                                          Revised our Bylaws to establish a Lead Independent Director position and appointed a Lead Independent Director;

·                                          Revised our Bylaws to modernize and clarify certain provisions in a manner that is favorable to stockholders, including lowering the ownership threshold for stockholders to call a special meeting to 25% from a majority;

·                                          Adopted Corporate Governance Guidelines which include a stockholder engagement policy, annual director education and Board confidentiality policy;

·                                          Engaged an independent compensation consultant, Pay Governance LLC, to support the Compensation Committee’s strategic review and provide executive compensation program design recommendations; and

·                                          Revised our Insider Trading Policy to prohibit speculative transactions, hedging transactions and, without prior Board approval, pledging or trading on margin of Company stock.

Also, the Company’s Compensation Committee has already implemented a number of changes for 2016 executive officer compensation based on feedback from our stockholders and consultation with the Compensation Committee’s compensation consultant.  These changes are as follows:

·                                          Revised our compensation philosophy to target total compensation of all executive officers at the 50th percentile of the market, except for our Chief Executive Officer (see the section titled “Executive Officer Compensation—Employment Agreement with Our President and CEO”);

·                                          Approved modest salary increases for our executive officers, averaging three percent;

·                                          Established an incentive bonus program for the Company’s executive officers, including its NEOs, which is exclusively tied to achieving superior EPS performance during 2016.

·                  2016 EPS goal has been set at a premium to our Board-approved budget;

·                  No award for actual EPS less than 80% of target; and

·                  A bonus up to 200% of target can be earned for performance up to 140% of the EPS goal.

·                                          2016 equity awards for the CEO and COO are 100% in the form of “premium priced” stock options where the exercise price is set higher than the market price.  Premium exercise prices were set by the Board at $4.00 and $5.00, representing 22.3% and 52.9% premiums over the closing price of our stock on the date of grant;

·                                          2016 equity awards for other executive officers are 50% in the form of “premium priced” stock options where the exercise price is set higher than the market price.  Premium exercise prices were set by the Board at 20% over the closing price of our stock on the date of grant;

·                                          Adopted stock ownership guidelines which require directors and executive officers to maintain ownership of a certain amount of the Company’s common stock prior to being allowed to sell stock; and

·                                          Lowered the per-director compensation provided to our non-employee directors from approximately $180,000 per year to $120,000 per year as we added two new non-employee directors.

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Further information on the actions we have taken in response or discussions with stockholders is included below and in “Compensation Discussion and Analysis” in this Proxy Statement.

Board Leadership Structure

Our Amended and Restated Bylaws provide that we will have a Chairman who will chair Board meetings and perform such other duties as set forth in our Amended and Restated Bylaws or as otherwise assigned to him by our Board.  The Chairman and Chief Executive Officer may be the same person; however, our Board may separate these two positions if it deems it to be in the best interests of our Company and our stockholders to do so.  Presently, the Chairman and Chief Executive Officer positions are held by two different individuals.

Prior to January 21, 2016, the Board had not appointed a Lead Independent Director; however, Alan S. Fellheimer, Chair of the Compensation Committee, presided over executive session meetings of independent directors.  At its January 21, 2016 meeting, the Board appointed Brian W. Clymer as its Lead Independent Director.

Role of the Board in Risk Oversight

The Board as a whole has responsibility for risk oversight, with reviews of certain areas conducted by relevant Board committees that report on their findings to the Board.  The oversight responsibility of the Board and the Board committees is facilitated by management reporting processes designed to provide information to the Board concerning the identification, assessment and management of critical risks and management’s risk mitigation strategies and practices.  These areas of focus include operational, economic, competitive, financial (including accounting, reporting, credit, liquidity and tax), legal, regulatory, compliance, environmental, political and strategic risks.  The full Board (or the appropriate Board committee), in concert with the appropriate management within the Company, reviews management reports to formulate risk identification, risk management and risk mitigation strategies.  When a Board committee initially reviews management reports, the Chairman of the relevant Board committee briefs the full Board on the specifics of the matter at the next Board meeting.  This process enables the Board to coordinate the risk oversight role, particularly with respect to risks spanning more than one operational area.  The Compensation Committee reviews compensation policies to ensure that they do not, among other things, encourage unnecessary or excessive risk-taking.

Corporate Governance Guidelines

The Corporate Governance Guidelines adopted by the Board, which include guidelines for determining director independence, are published on the Company’s website at www.hillintl.com, in the “Investors” section, and are available in print to any stockholder upon request.  That section of the website makes available the Company’s corporate governance materials, including Board committee charters.  Those materials are also available in print to any stockholder upon request.

Committees of the Board of Directors

During 2015, the Board had standing Audit, Compensation, and Governance and Nominating Committees.  All members of each committee have been determined by the Board of Directors to be “independent” under applicable NYSE rules.  In addition, the Board has determined that each member of the Audit Committee meets SEC independence requirements which require that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from Hill or any of its subsidiaries other than their directors’ compensation.  The charter of each committee is available on our website at www.hillintl.com, in the “Investors” section.

Audit Committee

Prior to November 10, 2015, the Audit Committee consisted of Brian W. Clymer (Chair), Alan S. Fellheimer, Steven M. Kramer and Gary F. Mazzucco.  On November 10, 2015, Steven R. Curts joined the Audit Committee and Steven M. Kramer was replaced and, on February 1, 2016, Craig L. Martin joined the Audit Committee.  The Board has determined that each member of the Audit Committee is financially literate.  The Board has also determined that Brian W. Clymer possesses accounting or related financial management expertise within the meaning of the NYSE listing standards and qualifies as an “audit committee financial expert,” as defined by the rules of the SEC.

The Audit Committee assists the Board in fulfilling its oversight responsibilities by (a) reviewing the financial reports and other financial information provided by Hill to its stockholders, the SEC and others, (b) monitoring the Company’s

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financial reporting processes and internal control systems, (c) retaining Hill’s independent registered public accounting firm, (d) overseeing the Company’s independent registered public accounting firm and internal auditors and (e) monitoring the Company’s compliance with its ethics policies and with applicable legal and regulatory requirements.  The Audit Committee also reviews and approves any transactions between Hill and any related parties.  During 2015, the Audit Committee met nine times.  The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).

Compensation Committee

Prior to November 10, 2015, the Compensation Committee consisted of Alan S. Fellheimer (Chair), Camille S. Andrews and Steven M. Kramer.  On November 10, 2015, Steven R. Curts joined the Compensation Committee and was appointed chair.  On February 1, 2016, Craig L. Martin joined the Compensation Committee.  Each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation Committee oversees Hill’s executive compensation programs.  The Compensation Committee reviews and recommends to the Board for approval the compensation arrangements for all of the Company’s executive officers.  During 2015, the Compensation Committee met four times.  The processes of the Compensation Committee are described below in “Compensation Discussion & Analysis.”

Governance and Nominating Committee

During 2015, the Governance and Nominating Committee consisted of Camille S. Andrews (Chair), Brian W. Clymer, Steven M. Kramer and Gary F. Mazzucco.  The Governance and Nominating Committee oversees matters relating to the evaluation and recommendation to the Board of the persons to be nominated for election as directors at any meeting of stockholders, and the persons to be appointed by the Board to fill any vacancy on the Board.

The Governance and Nominating Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought of Board members in the context of our business and the then-current membership on the Board.  This assessment includes a consideration of independence, diversity, age, skills, experience, and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner.  Although the Company does not have a formal policy with respect to diversity standards, as a matter of practice, the Governance and Nominating Committee considers matters commonly viewed as matters of diversity in the context of the Board as a whole and, in its effort to select a Board that it believes will best serve the interests of the Company and its stockholders, takes into account the personal characteristics and experience of current and prospective directors to facilitate Board deliberations that reflect a broad range of perspectives.

The Governance and Nominating Committee carefully considers all director candidates recommended by our stockholders, and the Governance and Nominating Committee does not and will not evaluate such candidate recommendations any differently from the way it evaluates other candidates.  On January 21, 2016, the Board amended its Bylaws which, among other things, set forth minimum qualifications for an individual to serve as a director on the Company.  These minimum qualifications provide that no person shall qualify for service or serve as a director of the Company: (a) unless such person is in compliance with all applicable laws and regulatory requirements to which the Company’s directors may be subject in connection with such person’s service as a director, (b) if such person has been convicted in, or entered a plea of nolo contendere with respect to, a criminal proceeding involving fraud, misappropriation or other similar charge during the ten years preceding the date of election, or if such person has been found responsible for or admitted responsibility for fraud, misappropriation or other similar charge in any governmental investigation or proceeding or other civil judicial proceeding during the ten years preceding the date of election, or if such person has been found responsible for or admitted responsibility for any material violation of any foreign, federal or state securities law or federal commodities law during the ten years preceding the date of election, (c) if such person has been convicted of, or entered a plea of nolo contendere with respect to, any felony, (d) if such person serves on the board of directors of more than three other public companies, (e) if such person is a director, officer or holder of more than a five percent (5%) equity interest, directly or indirectly, in a business that competes, directly or indirectly, with the Company, (f) if such person has made or makes any contribution or expenditure in connection with the election of any candidate for political office, including any contribution to any committee supporting such a candidate or to a political party, in any jurisdiction which results in the Company becoming ineligible to conduct its business or any portion thereof, or (g) if such person has ever been the subject of a filing of personal bankruptcy in any jurisdiction, either

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voluntarily or involuntarily (and in the case of an involuntary filing, if such filing was not dismissed within 60 days) during the ten years preceding the applicable date of election.

Any stockholder who wishes to recommend an individual as a potential nominee for election to the Board should submit such recommendation in writing by mail to Hill International, Inc., One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, Pennsylvania 19103, Attn:  Chair of Governance and Nominating Committee, together with information regarding the experience, education and general background of the individual and a statement as to why the stockholder believes such individual to be an appropriate candidate for the Board of Directors of Hill.  Such recommendation should be provided to Hill no later than the close of business on the 120th day prior to the one-year anniversary of the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting.  During 2015, the Governance and Nominating Committee held two meetings.

Communicating Concerns to Directors

The Company encourages all interested persons to communicate any concern that an officer, employee, director or representative of Hill may have engaged in illegal, dishonest or fraudulent activity, or may have violated Hill’s Code of Ethics and Business Conduct.  Such persons may report their concerns or other communications including suggestions or comments to the Board in one of the following ways:  by mail sent to William H. Dengler, Jr., Corporate Secretary, at the Company’s principal executive office:  One Commerce Square, 2005 Market Street, 17th Floor, Philadelphia, Pennsylvania 19103; by telephone at (866) 352-2792; or by email addressed to hil@openboard.info.  All such communications will be referred to Mr. Dengler who will circulate them to the members of the Board, or in the case of potential violations of the Code of Ethics and Business Conduct, to the Chairman of the Audit Committee.  If the communication is directed to a particular director, Mr. Dengler will forward the communication to that director.  The Board does not screen stockholder communications.

Code of Ethics

All directors, officers and employees of the Company are expected to act ethically at all times and in accordance with the policies comprising Hill’s Code of Ethics and Business Conduct (the “Code”) which is available on our website at www.hillintl.com, in the “Investor Relations” section, and is available in print to any stockholder upon request.  Any waiver or any implicit waiver from a provision of the Code applicable to Hill’s chief executive officer, chief financial officer, chief accounting officer or controller, or any amendment to the Code must be approved by the Board.  We will disclose on our website amendments to, and, if any are granted, any such waiver of, the Code. Hill’s Audit Committee is responsible for applying the Code to specific situations in which questions are presented to it and has the authority to interpret the Code in any particular situation.  If, after investigating any potential breach of the Code reported to it, the Audit Committee determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.  Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or the Company’s General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

EXECUTIVE COMPENSATION

Executive Summary

Our Compensation Philosophy and Guiding Principles

In support of our business and our long-term success, the Company’s compensation program is designed to attract, motivate, reward and retain high-quality executives necessary to continually improve financial performance, achieve profitable growth and enhance stockholder value.

To that end, our Compensation Committee (the “Committee”) has developed a compensation philosophy designed to reflect the following principles:

·                                          There should be a strong link between pay and performance;

·                                          The interests of executives should be aligned with the interests of our stockholders; and

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·                                          Compensation programs should reinforce our business strategy, focus the executive team on priorities and ultimately drive growth in stockholder value.

Investor Outreach and Response

·                                          At our 2014 annual meeting of stockholders, 54.2% of stockholders supported our Named Executive Officers (“NEO”) compensation program.  This result, however, fell short of our expectations.

·                                          To better understand any potential concerns of stockholders, members of management met with many of our stockholders during 2015 and discussed the compensation paid to our executive officers, including our NEOs, and explained the rationale behind the Committee’s approaches, which included:

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Further, as a result of our discussions with investors, the Company has taken the following actions since August 2015:

1.                                      Appointed two new independent directors to the Board, each of whom was also appointed to the Compensation Committee;

2.                                      Appointed one of the new independent directors as Chairman of the Compensation Committee;

3.                                      Initiated a comprehensive strategic review of our executive compensation programs, policies and practices;

4.                                      Engaged an independent compensation consultant, Pay Governance LLC, to support the Compensation Committee’s strategic review and provide executive officer compensation design recommendations;

5.                                      Revised our Insider Trading Policy to prohibit future speculative transactions, hedging transactions and, without prior Board approval, pledging or trading on margin of Company Stock; and

6.                                      Committed to expanding our executive compensation-related stockholder outreach efforts during 2016 as part of the strategic review.

We value the feedback provided by our stockholders and look forward to continuing this dialogue.

2015 Financial Highlights

Overall, 2015 was a turnaround year in terms of profitability despite some significant events and items negatively impacting our performance.

·                                          Our Project Management and Construction Claims segments had strong years with consulting fee revenue increasing 9.1% and 10.0%, respectively, and operating profit increasing 5.2% and 6.8%, respectively.

·                                          We initiated and completed a review of our global overhead cost structure; these efforts resulted in the elimination of annualized overhead costs of approximately $21 million.

·                                          2015 interest expense was lower by over $15.8 million compared to the prior year as a result of our successful 2014 equity raise and debt refinancing.

·                                          Despite these successes, we experienced significant expenses associated with bad debt expense related to certain accounts receivable primarily in the Middle East, severance costs associated with our cost optimization plan, legal and professional fees related to a stockholder proxy contest and legal fees and settlement costs in connection with an employment dispute with a former executive. As a result, we fell short of our internal operating profit and earnings per share (“EPS”) goals.

2015 Performance-Based Bonuses (Cash)

2015 Annual Incentive Plan (“AIP”) payouts for our CEO and COO were based on our performance against two weighted financial metrics: 60% based on EPS and 40% based on earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”).  If actual performance on either measure was below 50% of target, no bonus was paid.

The target bonus opportunity for the CEO and COO was set as a fixed dollar amount ($1,000,000 and $200,000 respectively).

The 2015 AIP threshold and target performance goals were set by the Board upon the Committee’s recommendation that the Board-approved budget-based targets were appropriate.

During 2015, we achieved 56.7% of established EPS target performance and 85.1% of established EBITDA target performance. These levels of performance were above our required thresholds but below our targets and resulted in AIP payouts of $680,583 for our CEO and $136,117 for our COO.  These bonus determinations are detailed in the section below titled “Our 2015 Annual Incentive Compensation Program.”

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Though below our expectations, the 2015 AIP payouts were more favorable compared to 2014 due principally to the stronger financial performance in 2015 and demonstrate our pay-for-performance philosophy.

AIP payouts for our other executive officers, including the other NEOs, are awarded by the Board upon the Committee’s recommendation after considering the input of our CEO.  In preparing recommended award levels, the CEO and Committee considered Company performance as well as individual performance against personal and operating/functional unit goals.  AIP payouts for the other NEOs ranged from $50,000 to $140,000.

Our Chairman, Irvin Richter, did not receive any bonus payment in 2015.

2015 Long-Term Incentive Awards (Equity)

Long-term incentive compensation opportunities for our executive officers, including the NEOs, are entirely equity-based.  In 2015, NEOs received an award of stock options that vests in equal installments over five years and expires in seven years.  Stock options have been used to focus our executive officers on actions that will lead to growth in the Company share price and increased value for our stockholders.

In determining the value of each NEO’s 2015 long-term grant the Committee considered the performance of each individual as well as the executive’s roles and responsibilities, his or her impact on our results, and advancement potential.  2015 stock option awards for our NEOs were as follows:

·                                          CEO:  $1,010,000

·                                          COO:   $414,000

·                                          Other NEOs:  ranged from $51,750 to $103,500

Our Chairman, Irvin Richter, did not receive any equity award in 2015.

2015 Compensation Governance Practices

We are committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our stockholders. We are considering the appropriateness of these and other policies and practices as part of our comprehensive executive compensation strategic review. Best practices that we have implemented with respect to the compensation of our NEOs include:

1.                                      A significant portion of our executives’ target compensation is related to performance based upon and tied to pre-established performance goals and the performance of our share price;

2.                                      Total direct compensation for all of our NEOs is targeted at the market median, except for our Chief Executive Officer (see the section titled “Executive Officer Compensation—Employment Agreement with Our President and CEO”);

3.                                      Engaged an independent compensation consultant;

4.                                      Maintain a clawback policy; and

5.                                      “Double-trigger” severance payments for executive officers requiring both a change of control and termination of employment.

Practices we avoid with respect to the compensation of our NEOs include:

1.                                      No tax gross ups for perquisites or change in control severance benefits provided to our executive officers;

2.                                      No speculative trading of Company stock;

3.                                      No hedging transactions;

4.                                      No repricing of stock options; and

5.                                      No unapproved pledging of Company stock.

Actions Related to 2016 Executive Compensation

In addition to the actions taken in 2015, the Committee has already implemented a number of changes for 2016 executive compensation based on the results of a preliminary market compensation review prepared by Pay

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Governance, LLC, the Company’s performance in 2015 and stockholder and proxy voting advisor feedback. These changes are as follows:

1.                                      Revised our executive officer compensation philosophy to target aggregate total compensation of all executive officers at the 50th percentile of the market, except for our Chief Executive Officer (see the section titled “Executive Officer Compensation—Employment Agreement with Our President and CEO”);

2.                                      Approved modest, average 3%, salary increases for all executive officers;

3.                                      Established a bonus program for our executive officers, including our NEOs, which is tightly tied to achieving superior EPS performance during 2016 (details are provided in Part 3 of the Compensation Discussion and Analysis below).

·                                          2016 EPS goal has been set at a premium to our Board-approved budget;

·                                          No award for actual EPS less than 80% of target; and

·                                          A bonus up to 200% of target can be earned for performance up to 140% of the EPS goal.

4.                                      2016 equity awards for the CEO and COO are 100% in the form of premium priced stock options.  Premium exercise prices were set by the Board at $4.00 and $5.00, representing 22.3% and 52.9% premiums over the closing price of our stock on the date of grant (details are provided in Part 3 of the Compensation Discussion and Analysis below);

5.                                      2016 equity awards for other executive officers are 50% in the form of “premium priced” stock options where the exercise price is set higher than the market price.  Premium exercise prices were set by the Board at 20% over the closing price of our stock on the date of grant;

6.                                      Adopted stock ownership guidelines which require directors and executive officers to maintain ownership of a certain amount of the Company’s common stock prior to being allowed to sell stock; and

7.                                      Lowered the per-director total compensation provided to our non-employee directors from approximately $180,000 per year to $120,000 per year as we added two new non-employee directors.

We expect to continue meeting with many of our stockholders regarding executive compensation throughout 2016 to gather feedback and discuss possible changes as we work through the strategic review of our compensation programs and prepare for our triennial “say-on-pay” stockholder vote in 2017.

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses our executive compensation programs for 2015, the compensation decisions made under those programs and the factors that were considered by the Committee in making those decisions.  It focuses on the compensation for each of our NEOs for 2015:

·                                          David L. Richter, President and Chief Executive Officer;

·                                          John Fanelli III, Senior Vice President and Chief Financial Officer;

·                                          Raouf S. Ghali, Chief Operating Officer;

·                                          Mohammed Al Rais, President (Middle East), Project Management Group; and

·                                          Frederic Z. Samelian, President, Construction Claims Group.

This Compensation Discussion and Analysis is divided into three parts:

Part 1 discusses our 2015 performance, the Committee’s actions in 2015, our compensation practices and the compensation decisions for our NEOs.

Part 2 discusses our compensation framework in more detail, including how we apply our compensation philosophy and determine competitive positioning of our executive compensation and other policies.

Part 3 discusses certain actions taken by the Committee in 2016 regarding compensation decisions for our NEOs.

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Part 1 — 2015 Performance, Compensation Governance Practices and Decisions

2015 Performance Overview

Despite some challenges, 2015 was a turnaround year for the Company in terms of profitability.  The accomplishments of our executive team, led by our CEO David Richter, include the following:

·                                          Consolidated consulting fee revenue increased by $53,834,000 or 9.3%;

·                                          Increased consulting fee revenue and operating profit of our Project Management segment by 9.1% and 5.2%, respectively;

·                                          Increased consulting fee revenue and operating profit of our Construction Claims segment by 10.0% and 6.8%, respectively;

·                                          Completed a review of our global overhead cost structure which eliminated annualized overhead costs of approximately $21,000,000; and

·                                          Decreased interest expense by $15,822,000 compared to the prior year as a result of our successful equity raise and debt refinancing in 2014.

2015 Compensation Governance Practices

We are committed to executive compensation practices that drive performance and that align the interests of our leadership team with the interests of our stockholders. We are considering the appropriateness of these and other policies and practices as part of our comprehensive executive compensation strategic review. Below is a summary of best practices that we have implemented and practices we avoid with respect to the compensation of our NEOs.

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2015 Executive Compensation Elements

The following chart summarizes the key features of each element of our executive compensation program: cash (salary and annual bonus); equity (long-term incentive); retirement (401(k) Plan); and other compensation (perquisites).  Each type is discussed in detail in the remainder of this Compensation Discussion and Analysis and the accompanying tables.

Summary of Key 2015 Compensation Decisions

The following highlights the Committee’s key compensation decisions for 2015, as reported in section below titled “Executive Officer Compensation—Summary Compensation Table.”

Chairman Compensation

In 2014, Irvin Richter received total compensation of $3,717,512 plus benefits.

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During 2015, Irvin Richter received no compensation for serving on the Board of Directors.  For services to the Company as an employee during 2015, Mr. Richter received the following compensation:

·                                          Salary of $1,400,000;

·                                          Other benefits (insurance, medical and disability and use of two vehicles);

·                                          No 2015 AIP award; and

·                                          No 2015 equity award.

Taking into account the above, Irvin Richter’s total compensation decreased from 2014 to 2015 by $2,317,512, a decline of 62.3%.

CEO Compensation

On December 31, 2014, David Richter became our President and CEO.  His employment agreement establishes his total direct compensation (“TDC”) opportunity, consisting of base salary and annual and long-term incentive opportunities which must be at least at the 75th percentile of CEOs in our Selected Peer Group (as defined in Part 2 of the Compensation Discussion and Analysis below).  In recognition of his promotion to President and CEO, for 2015 the Committee took the following actions on Mr. Richter’s compensation:

·                                          Annual base salary was increased from $1,000,000 to $1,500,000;

·                                          Annual incentive target award opportunity was set at $1,000,000; and

·                                          Long-term (equity) incentive established as 500,000 stock options with a fair value at the grant date of $1,010,000.

Compensation of Other NEOs

The Committee approved salaries of all NEOs and set incentive-compensation targets for our COO Raouf S. Ghali taking into account the CEO’s recommendations, relative duties and responsibilities, advancement potential and impact on our financial and strategic performance.  In recognition of his promotion to COO in January 2015, Mr. Ghali received a 16% salary increase.  The Committee approved salary increases ranging from 4% to 10% for all other NEOs.

Details of 2015 NEO compensation are provided in the table below.

Pay Mix

One of our compensation objectives is to emphasize the creation of long-term stockholder value.  To support this goal, a portion of each NEO’s pay is awarded under our long-term incentive plan in the form of stock options.  Nearly 29% of Mr. Richter’s targeted TDC and approximately 12% of the targeted TDC for the COO is based upon long-term value creation as measured by growth in our share price.

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2015 NEO Base Salaries, Annual Incentive Target and Long-Term Incentive Expected Value

(1)                               All base salaries effective as of January 1, 2015.

(2)                               The Committee recommended and the Board established targets for 2015 performance for Mr. Richter and Mr. Ghali only.

(3)                               The expected value of the stock options was based on a pricing model using the grant date closing price of $3.72 per share on January 2, 2015 for Mr. Richter and $4.03 per share on January 27, 2015 for Mr. Ghali.  For the assumptions made in determining grant date fair values, refer to Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K which was filed with the SEC on March 29, 2016.

(4)                               Total achievable direct compensation consists of base salary, annual incentive bonus target and long-term equity award expected value.  The Committee recommended and the Board granted bonuses in its discretion to the NEOs other than Mr. Richter and Mr. Ghali of $50,000, $140,000 and $50,000 which were awarded on April 2, 2016 to Mr. Fanelli, Mr. Al Rais and Mr. Samelian, respectively.

(5)                               The Committee recommended and the Board established Mr. Ghali’s annual bonus target on January 27, 2015, when he was promoted to COO.

Our 2015 Annual Incentive Compensation Program

Plan Criteria and Rationale

The 2015 annual incentive opportunities for our CEO and COO are based on our financial performance as measured by EPS and EBITDA.

In 2015, as in past years, the Committee evaluated the continued use of the AIP financial measures using the following principles:

·                                          Metrics that support achievement of an annual Board-approved budget;

·                                          Metrics that support profitable growth while preserving cash for longer-term investment;

·                                          Metrics that are clearly understood and can be affected by the performance of our executives and employees; and

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·                                          Metrics that are consistent with market practice and commonly used by analysts in assessing our performance.

Following this review, the Committee concluded that the continued use of the AIP financial measures support the foregoing principles for the following reasons:

·                                          EPS is a comprehensive measure of income and provides an emphasis on profitable growth while focusing managers on expense control.

·                                          EBITDA provides a focus on our core operating results by removing the impact of our capital structure (interest expense from outstanding debt), asset base (depreciation and amortization) and tax consequences, as well as specified non-core operating items, specified non-operating items, specified non-cash items and specified extraordinary items.

Target Setting

The 2015 target annual incentive awards for our CEO and COO were set as a fixed dollar amount ($1,000,000 and $200,000, respectively).  Target awards are reviewed annually to ensure alignment with our compensation philosophy.

Variances from these target payout values are based upon Company performance against the pre-established EPS and EBITDA goals.  The performance/payout relationship around targeted performance levels was set at the beginning of the performance year and reflected our expectation for the year that management should strive to achieve our plan and be held accountable with lower than target payouts if performance fell below plan.  Our 2015 plan used the following performance and payout relationship:

Financial Results for AIP Purposes

The Committee set the AIP EPS and EBITDA targets based on its evaluation of the budget-based amounts and its assessment that the targets contained a sufficient degree of “stretch.”  These targets, actual 2015 performance on each metric, the resulting Bonus Payout Factor and 2015 AIP bonus payouts for the CEO and COO are shown in the tables below.

2015 AIP
Performance Metrics, Weight and Achievement

(1)                                 EPS for annual incentive purposes is based on diluted earnings per common share.

(2)                                 EBITDA for annual incentive purposes is based on net earnings before interest, taxes, depreciation and amortization. There were no specified non-core operating, non-operating, non-cash or extraordinary items considered by the Committee in determining EBITDA.

(3)                                 Reflects metric weights applied to percentage of target for each metric.

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2015 AIP Threshold, Target, Maximum and Actual Payouts and Achievement

For the 2015 AIP bonus awarded to the NEOs other than the CEO and COO, the Committee considered the recommendations of the CEO for each such individual which were based on the Company’s performance, respective experience, contribution and responsibilities of each individual.

Our Long-Term Equity Incentive Program

Plan Criteria and Rationale

Long-term incentive compensation for all our executive officers, including our NEOs, is entirely equity-based.  Historically, we have delivered this compensation opportunity through the use of stock options.

Stock option awards are used to complement the AIP financial metric focus by aligning the team around actions that will promote the long-term growth of our share price.  Our options also have a, five-year vesting schedule in order to promote retention of our leaders.

In this way, the combination of our AIP and options balance the focus of our team in a coordinated way around short-term financial and longer-term share price performance, both of which are directly linked to value creation for stockholders.

Equity Award Grant Practices

Historically, equity awards are made to the CEO and COO once per year and to other NEOs every other year.  The awards are historically made at the annual grant meeting in January.  The Committee’s equity-based awards policy contains rules on determining the grant date of equity awards and the exercise price of any stock options, which must be at least equal to the fair market value of our stock on the grant date.

After benchmarking with our Selected Peer Group, the Committee did not make significant changes to the size of the awards for 2015 other than for Mr. Ghali in recognition of his promotion to COO in January 2015.

2015 Long-Term Equity Awards

In 2015, long-term equity plan participants, including our NEOs, received a grant of stock options.

The value of each NEO award was determined by the Committee after considering company performance, individual impact on our financial results, market norms and relative duties, responsibilities and advancement potential.  The value of the grants made in January 2015 are shown in the following table.

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2015 Long-Term Equity Award Value

(1)                                 The expected fair value of the stock options was based on the closing price of the Company’s common stock of $3.72 per share on January 2, 2015 for Mr. Richter and $4.03 per share on January 27, 2015 for the other NEOs.  For the assumptions made in determining grant date fair values, refer to Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 29, 2016.

(2)                                 TDC consists of base salary and annual and long-term incentive opportunities.

Part 2 — Compensation Framework

Compensation Philosophy and Objectives

Our compensation philosophy is to provide competitive executive officer pay opportunities tied to our short-term and long-term success.  This overriding pay-for-performance approach enables us to attract, motivate and retain the type of executive leadership that will help us achieve our strategic objectives and realize increased stockholder value.  To reach these goals, we have adopted the following program objectives:

·                                          Link management compensation with the interests of stockholders.

·                                          Support achievement of operating performance, strategic objectives and share price growth through variable compensation programs.

·                                          Be fair and market-competitive to assure access to needed talent and encourage retention.

·                                          Provide compensation opportunities that are consistent with each executive’s responsibilities, experience and performance.

·                                          Design compensation incentive programs that promote a sensible risk/reward balance, and that do not encourage unnecessary or unreasonable risk-taking.

·                                          Use perquisites sparingly.

Applying our Compensation Philosophy

We apply our compensation philosophy and objectives as follows:

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Competitive Positioning

In support of our compensation philosophy, we target the compensation values consistent with the markets with which we compete for executive talent, capital and business; for the CEO, this market is defined as our Selected Peer Group.

The Selected Peer Group is composed of companies with size, industry, operational and client characteristics that are similar to Hill.

Generally, we use data drawn from this group as a reference which the Committee reviews competitive pay practices, design approaches and for pay-for-performance comparisons.

Where compensation data and practices are not available from companies within the Selected Peer Group, the Committee may, from time to time, also reference broader survey sources which include other companies of comparable size, scope and complexity, with which we compete for talent.  This approach provides the Committee with decision-quality data and context.  The Committee annually evaluates and, if appropriate, updates the composition of the Selected Peer Group.  In 2015, the Committee evaluated a few potential additions, but no changes were made to the Selected Peer Group.  The 2015 Selected Peer Group consisted of the following companies:

2015 Selected Peer Group

CRA International, Inc.  Exponent, Inc.  Huron Consulting Group, Inc.  Navigant Consulting, Inc.

Setting Compensation Targets and Performance Goals

The Committee annually reviews the total compensation opportunity of each executive officer—i.e., cash compensation (salary and target annual incentive opportunity) and long-term equity compensation (target long-term equity value).

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The Committee, with periodic input from an independent consultant, then sets the executive’s compensation target for the current year. Salary adjustments, if any, typically become effective as of January 1 of each year or upon a promotion.  The compensation proposal for the CEO and COO is reviewed with and ratified by the independent directors of the Board in executive session.

In making its decisions, the Committee uses several resources and tools, including competitive market information and peer group compensation trends, broader survey sources and the larger executive compensation environment.

For 2015, the Committee set target performance levels for the financial objectives used in the AIP and concluded that there was an appropriate correlation between payout and performance levels (at target, threshold and maximum) in light of the business environment, risks associated with achieving our five-year strategic plan and other factors.

Evaluating Performance

For the CEO and COO, performance determination under the AIP was 100% based on financial metrics.  For other NEOs, the Committee uses its judgment in making decisions about individual compensation elements and total compensation, with a focus on individual, business/unit and overall company performance.  The Committee also considers competitive market norms in making final compensation decisions.

Post-Employment Compensation Arrangements

Termination Payments

In the event of a change in control, we provide certain senior executive officers with benefits upon termination in various circumstances under our 2015 Senior Executive Retention Plan (the “Retention Plan”). The Retention Plan provides change in control severance benefits only upon a double-trigger (change in control and termination of employment).  Generally, these benefits provide for one year of salary and benefits continuation.  For 2015, each of our NEOs, except our CEO, was eligible to receive benefits under the Retention Plan.

Under his employment agreement, Mr. Richter is eligible to receive certain benefits if (i) his employment is terminated by the Company without cause, (ii) he terminates his employment for good reason or (iii) he terminates his employment within two years of a change in control of the Company.  Generally, these benefits provide for three years of salary and benefits continuation.

We detail the compensation estimated to be paid to our NEOs under various termination circumstances in the section below titled “Executive Officer Compensation—Potential Payments Upon Termination or Change in Control.”

Other Compensation Policies

Personal Benefits

We provide our NEOs with other benefits that we believe are reasonable and competitive so that we may attract and retain talented senior executives.  In total, they represent a small percentage of each NEO’s overall compensation and generally are identical to the benefits provided to all other Hill employees.

Policy on Hedging and Pledging

Our insider trading policy contains restrictions on certain transactions in Company stock by executive officers and directors.  All trades by executive officers and directors must be pre-cleared.  The executive officers and directors are prohibited from any trading in puts or calls, from engaging in short sales of Company stock or from hedging Company stock.  Making pledges of Company stock or using it as loan collateral or as part of a margin account in the future is prohibited unless expressly approved by the Board.

Risk Considerations in Our Compensation Programs

The Committee has reviewed our compensation policies and practices for the Company’s executive officers and concluded that any risks arising from these policies and programs are not reasonably likely to have a material adverse effect.  The Committee believes that the mix and design of the elements of our compensation program are appropriate

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and encourage executive officers and key employees to strive to achieve goals that benefit the Company and our stockholders over the long term.  Our compensation policies and procedures are applied uniformly to all eligible participants and when viewed in aggregate, our programs provide sufficient safeguards, balance and governance that does not encourage excessive risk-taking by our employees.

Part 3 — 2016 Compensation Committee Actions

2016 Committee Actions

The Committee is in the process of reviewing the Company’s compensation philosophy and is evaluating the design and performance of our executive compensation programs to ensure we have a program that aligns with governance and market best practices to the fullest extent possible while ensuring it is structured to best support achievement of our business strategy and human capital needs.  As a result of this ongoing review and evaluation, the Committee has already taken the following actions at this point in 2016:

Compensation Philosophy for Executive Officers — Revised the compensation philosophy to target total compensation of executive officers at the 50th percentile of the market, except for our Chief Executive Officer (see the section titled “Executive Officer Compensation—Employment Agreement with Our President and CEO”).

Modest Salary Increases — Approved modest salary increases for executive officers with an average 3% increase year-over-year for 2016; determined that there will be generally no or limited salary adjustments in the near future.

2016 AIP Bonus Plan for CEO and COO — Adopted 2016 Annual Incentive Award for CEO and COO entirely based on achieving superior EPS results for the year with annual targets of $1,050,000 and $300,000, respectively.  Target EPS performance has been set at a premium over the 2016 operating budget and in excess of last year’s actual EPS results.  The overall performance/payout range for 2016 has been set as follows:

2016 Bonus Plan for other executive officers, including the other NEOs — Set target payout bonuses equal to 20% to 25% of total salary for each executive officer.  The overall performance/payout range for other executive officers is the same as for the CEO and COO.

“Premium Priced” Stock Option Grants — The 2016 Long-Term Incentive Awards to the CEO and COO were in the form of “Premium Priced” stock options.

·                                          CEO:  granted 250,000 stock options with a premium exercise price of $4.00 and 250,000 options with a premium exercise price of $5.00, representing 22.3% and 52.9% premiums, respectively, over the $3.27 closing price of our common stock on the date of grant.

·                                          COO:  granted 250,000 stock options with a premium exercise price of $4.00, representing a 22.3% premium over the $3.27 closing price of our common stock on the date of grant.

·                                          Other executive officers, including the other NEOs: granted stock options for between 25,000 to 75,000 shares with half of the options having an exercise price of $4.31, representing the closing price of our common stock on the date of grant, and half of the options having a premium exercise price of $5.17, representing a 20% premium over the closing price of our common stock on the date of grant.

Insider Trading Policy — Revised the Company Insider Trading Policy to generally prohibit speculative transactions, hedging transactions and pledging or trading on margin of the Company’s common stock.

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Stock Ownership Guidelines — Requires directors and executive officers, including the NEOs, to own certain amounts of the Company’s common stock before they are permitted to sell as set forth below:

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis.  Based on our review and discussions with management, the Compensation Committee recommended to the Board, and the Board approved, the inclusion of the Compensation Discussion and Analysis in this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2015.

Compensation Committee

Steven R. Curts (Chairman)

Camille S. Andrews

Alan S. Fellheimer

Steven M. Kramer

Craig L. Martin

EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table contains information concerning the annual compensation for our NEOs during 2015, 2014 and 2013.

Summary Compensation Table

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(1)                                 The amounts reported in this column reflect the aggregate grant date fair value of grants of stock options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”).  The calculation of these amounts disregards the estimate of forfeitures related to time-based vesting conditions.  The amounts in this column do not reflect compensation actually received by the named executive officer.  The actual value, if any, which an executive may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award, and upon the excess of the stock priced over the exercise price, if any, on the date the award is exercised.  Thus, there is no assurance that the value, if any, eventually realized by the named executive officer will correspond to the amount shown.

(2)                                 The Black-Scholes option valuation model is used to estimate the fair value of the options in accordance with ASC 718.  For a discussion of the assumptions used, see Note 11 to the Company’s 2015 consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 29, 2016.

(3)                                 Hill provides its NEOs with additional benefits, reflected in the table below for 2015, that Hill believes are reasonable, competitive and consistent with the Company’s overall executive compensation program.

Grants of Plan-Based Awards

The following table presents information about plan-based awards made to our named executive officers in 2015:

(1)                                 The amounts listed represent potential threshold, target and maximum bonuses available to the CEO and the COO under the AIP for 2015.  The actual payments are reported above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

(2)                                 Represents options issued under the 2006 Employee Stock Option Plan.  Information regarding the vesting schedules and expiration of these options is included in the “Outstanding Equity Awards at Fiscal Year-End” table and the footnotes thereto.  Options will vest on an accelerated basis upon the executive’s termination of employment under certain circumstances.  Additional information regarding the vesting acceleration provisions applicable to equity awards is included under the heading “Potential Payments upon Termination or Change in Control.”

(3)                                 See footnotes 1 and 2 to the Summary Compensation Table regarding calculation of these amounts.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information with respect to outstanding equity awards held by our named executive officers as of December 31, 2015.