Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of John Fanelli, III

On November 10, 2017, John Fanelli, III, Executive Vice President and Chief Financial Officer of Hill International, Inc. (the “Company”), notified the Company of his decision to retire and resign, effective immediately.  Mr. Fanelli’s retirement and resignation were not due to any disagreement with the Company.

Separation Agreement with John Fanelli, III

The Company and Mr. Fanelli have entered into a Separation Agreement and General Release of Claims, dated November 10, 2017 (the “Separation Agreement”). Among other matters, the Separation Agreement provides as follows:

·                                           Mr. Fanelli agrees to provide transition services to the Company for up to 10 hours per week through February 9, 2018 (the “Separation Date”) at a rate of $233.56 per hour.

·                                           Mr. Fanelli will receive a lump sum, less applicable withholdings and deductions, of (i) $232,500 within 30 days from the date of the Agreement and (ii) $232,500 within 30 days following the Separation Date.  The total amount of such payments is equal to the severance amount to which Mr. Fanelli would have been entitled under the Company’s 2016 Executive Retention Plan in the event of a termination without cause or change in control of the Company.

·                                           Mr. Fanelli will receive approximately $66,000 related to accrued vacation.

·                                           In exchange for the above benefits, Mr. Fanelli executed a release of claims in favor of the Company and its affiliates (such release to become effective upon expiration of the applicable revocation period).  Pursuant to the Separation Agreement, Mr. Fanelli agrees to not compete with or the Company or solicit the Company’s customers or employees for a period of two years following the Separation Date.  The Company will be entitled to injunctive relief for any breach of an obligation under the Separation Agreement by Mr. Fanelli.

The foregoing summary of the Separation Agreement is not complete and is qualified in its entirety by the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Appointment of Marco Martinez

The Company has commenced a search for a successor to Mr. Fanelli as Chief Financial Officer.  Effective as of the date of Mr. Fanelli’s resignation, Marco Martinez, age 52, commenced serving as the Interim Chief Financial Officer of the Company and is expected to serve in such capacity until a successor for Mr. Fanelli is appointed. Mr. Martinez brings nearly two decades of financial leadership and analysis experience to the Company.  Most recently, Mr. Martinez

2

served as Senior Vice President and CFO for Pernix Group, Inc., a leading construction company in government, commercial, industrial and power sectors.  Prior to joining Pernix, Mr. Martinez held several financial leadership positions including Vice President and CFO during an 18-year career at MYR Group, a leading specialty contractor serving the electrical infrastructure industry in the U.S. and Canada.

Effective immediately, Mr. Martinez will receive an annual salary of $420,000.

A copy of the Company’s press release regarding these events is filed as Exhibit 99.1.