☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Date: | | | Time: | | | Place: |
June 7, 2024 | | | 8:00 a.m. ET | | | Virtual Meeting: Online via live webcast www.virtualshareholdermeeting.com/ICFI2024 |
• | To elect two (2) directors for a term expiring in 2027 (Proposal 1); |
• | To approve, on an advisory basis, ICF International, Inc.’s (“ICF International”, “ICF”, the “Company”, “we” or “our”) overall pay-for-performance named executive officer compensation program, as disclosed in the Proxy Statement (Proposal 2); |
• | To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024 (Proposal 3); and |
• | To transact any other business that is properly brought before the meeting or any adjournment or postponement. |
BY INTERNET USING YOUR COMPUTER | | | BY TELEPHONE | | | BY MAILING YOUR PROXY CARD |
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Visit 24/7 www.proxyvote.com | | | Registered Owners dial toll-free 24/7 1-800-690-6903 | | | Cast your ballot, sign your proxy card and send by free post |
1. | Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/ICFI2024. |
2. | Webcast starts at 8:00 a.m. Eastern Time. |
3. | Stockholders may vote and submit questions while attending the Annual Meeting on the Internet. |
4. | Please have your 16-digit control number to participate in the Annual Meeting. |
5. | Information on how to participate via the Internet is posted at www.virtualshareholdermeeting.com/ICFI2024. |
PROPOSALS WHICH REQUIRE YOUR VOTE | ||
| | | | More Information | | | Board Recommendation | | | Votes Required for Approval | ||
PROPOSAL 1 | | | Elect two (2) directors to the Board to serve for a term expiring at our annual meeting of stockholders in 2027 | | | Page 5 | | | FOR each Director Nominee | | | Majority of the votes cast with respect to each director in the election of directors. |
PROPOSAL 2 | | | Provide an advisory vote regarding ICF International’s overall pay-for-performance named executive officer compensation program (the “Say on Pay” vote) | | | Page 15 | | | FOR | | | Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome. |
PROPOSAL 3 | | | Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2024 | | | Page 16 | | | FOR | | | Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome. |
ABOUT ICF INTERNATIONAL | ||
2024 Proxy Statement | | | ![]() | | | i |
Total revenue increased 10.3% from $1.78 billion in 2022 to $1.96 billion in 2023. | | | | | Net income in 2023 was $82.6 million, an increase of 28.6% from $64.2 million in 2022. |
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ii | | | ![]() | | | 2024 Proxy Statement |
U.S. GAAP diluted earnings per share (“EPS” or “Diluted EPS”) was up 28.7% to $4.35 in 2023 compared to $3.38 in 2022, of which $0.71 represented tax-effected net special charges. | | | | | Non-GAAP diluted earnings per share (“Non-GAAP Diluted EPS”) increased 12.7% from $5.77 in 2022 to $6.50 in 2023. Non-GAAP Diluted EPS represents Diluted EPS, excluding the impact of certain items such as special charges and acquisition and divestiture-related expenses that are not indicative of the performance of our ongoing operations, and the impact of amortization of intangible assets related to our prior acquisitions, net of income tax effects. Non-GAAP Diluted EPS differs from other similar Non-GAAP Diluted EPS measures for annual incentive plans (see Annex A) and performance shares (see Annex B). A reconciliation of this Non-GAAP Diluted EPS can be found on Pages 48 and 49 of the 2023 Form 10-K. |
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2024 Proxy Statement | | | ![]() | | | iii |
COMPENSATION HIGHLIGHTS | ||
• | Continued utilizing performance-based share awards (“PSAs”) as a key component of ICF’s long-term incentive program. PSAs are performance contingent awards under which executives may earn shares depending on the Company’s actual performance against pre-established performance measures. The performance periods of the PSAs are long-term and further align executives’ interests with the interests of long-term stockholders. |
• | Conducted an annual review to ensure compliance with stock ownership guidelines for our named executive officers (“NEOs”). As of April 10, 2024, each NEO met the stock ownership guidelines or is expected to meet the applicable stock ownership guidelines within the specified time period. |
• | Continued the performance focus in the Company’s annual bonus program, (the “Annual Incentive Plan”), rigorously linking pay to performance. Annual threshold, target and maximum performance goals were established with appropriate incentive payouts at each level. |
• | Continued the annual review of NEO compensation against best practices and competitive market data. |
• | Extensively reviewed external executive compensation trends to ensure that the Company’s executive compensation practices align with market best practices. The peer group data and other market data from nationwide salary surveys are used to provide a relevant basis for determining executive pay levels. |
• | Supported the continuation of an annual, non-binding, advisory vote of the Company’s stockholders regarding the Company’s overall pay-for-performance named executive officer compensation program (“Say on Pay”). The Say on Pay vote at the Annual Meeting (Proposal 2) will be the fourteenth consecutive annual Say on Pay vote by stockholders. |
iv | | | ![]() | | | 2024 Proxy Statement |
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2024 Proxy Statement | | | ![]() | | | v |
CORPORATE GOVERNANCE HIGHLIGHTS | ||
✔ As of the end of 2023, the Board was 87.5% independent, 37.5% female and 37.5% minority and included a minority Lead Independent Director. ✔ The Board reflects a range of talents, ages, skills, diversity and expertise. ✔ Each director attended over 75% of applicable Board/committee meetings in 2023. ✔ The Board has three (3) independent standing committees, each operating under a written charter, chaired by an independent director and composed entirely of independent directors: Audit, Human Capital, and Governance and Nominating. ✔ The Board has adopted comprehensive Corporate Governance Guidelines to guide its oversight and leadership. ✔ The Governance and Nominating Committee routinely reviews education opportunities available to the Board and has identified a series of courses and programs suited to the Directors’ service on the Board and Board committees. ✔ While management is responsible for the day-to-day management of risk, the Board has responsibility for the oversight of enterprise risk management and the annual enterprise risk management plan. ✔ The Board conducts an annual evaluation of the Chair, President and CEO. ✔ ICF has stock ownership guidelines for directors and executive officers. ✔ We restrict hedging and short sales of our equity securities by directors and executive officers. ✔ Pursuant to our Hedging and Pledging Policy, short sales and other hedging transactions, pledging and establishment of margin accounts are fully restricted. ✔ The Board reviews management talent and succession planning annually. ✔ No stockholder rights plan or “poison pill” has been adopted. ✔ The Human Capital Committee, in conjunction with an independent compensation consultant, routinely reviews our pay-for-performance executive compensation program. ✔ Neither the Board nor management has engaged in related party transactions. ✔ The severance agreements with the NEOs have a “double trigger” in connection with any severance benefits payable following a change of control. ✔ The Company maintains compensation recovery policies and practices, including a Nasdaq-compliant Compensation Recovery Policy, as well as compensation recovery provisions (including upon events of fraud or detrimental conduct that causes reputational harm to the Company) in its equity compensation plan and related award agreements and severance arrangements. ✔ The Human Capital Committee annually reviews an assessment of compensation and related risk, as more fully described in the CD&A. ✔ The Board has a strong Lead Independent Director with clearly articulated responsibilities. ✔ All current directors are independent, except Mr. Wasson, the Chair, President and CEO. ✔ The Company has a majority voting standard in uncontested director elections. ✔ The Board holds regular executive sessions of non-management directors. ✔ The Board and committees conduct an annual evaluation process, in the form of either a self-evaluation or external evaluation. |
vi | | | ![]() | | | 2024 Proxy Statement |
STOCKHOLDER ACTIONS | ||
Name | | | Director Since | | | Age | | | Independent | | | Principal Occupation | | | Other Public Boards | | | ICF International Board Committees |
Mr. Randall Mehl | | | 2017 | | | 56 | | | YES | | | President of Stewardship Capital LLC | | | Kforce, Inc.; Insperity, Inc. | | | Human Capital (Chair) |
Mr. Scott Salmirs | | | 2021 | | | 61 | | | YES | | | President and Chief Executive Officer, ABM Industries Incorporated | | | ABM Industries Incorporated | | | Human Capital; Governance and Nominating |
2024 Proxy Statement | | | ![]() | | | vii |
SUBMISSION OF STOCKHOLDER PROPOSALS OR NOMINATIONS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | ||
viii | | | ![]() | | | 2024 Proxy Statement |
2024 Proxy Statement | | | ![]() | | | ix |
VOTING AND MEETING INFORMATION |
| | | | More Information | | | Board Recommendation | | | Votes Required for Approval | ||
PROPOSAL 1 | | | Elect two (2) directors to the Board to serve for a term expiring at our annual meeting of stockholders in 2027 | | | Page 5 | | | FOR each Director Nominee | | | Majority of the votes cast with respect to each director in the election of directors. |
PROPOSAL 2 | | | Provide an advisory vote regarding ICF International’s overall pay-for-performance named executive officer compensation program (the “Say on Pay” vote) | | | Page 15 | | | FOR | | | Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome. |
PROPOSAL 3 | | | Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2024 | | | Page 16 | | | FOR | | | Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome. |
2024 Proxy Statement | | | ![]() | | | 1 |
VOTING AND MEETING INFORMATION |
(a) | submit their proxy over the Internet using their computer or by telephone by following the instructions on the proxy form or voting instruction form; or |
(b) | submit their proxy by mail by signing and dating the proxy form or voting instruction form received and returning it in the prepaid envelope. |
• | voting electronically via live webcast at the Annual Meeting; |
2 | | | ![]() | | | 2024 Proxy Statement |
VOTING AND MEETING INFORMATION |
• | entering a new vote by using the Internet or the telephone, or by mailing a new proxy form or new voting instruction form bearing a later date, which will automatically revoke your earlier voting instructions; or |
• | notifying us at our corporate offices by writing to ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia, 20190, Attention: Corporate Secretary. |
• | stockholders of record; |
• | beneficial holders of ICF International common stock held by a broker, bank or other nominee; or |
• | authorized representatives of entities who are record or beneficial holders. |
• | You may vote in favor of or against each nominee or abstain from voting. |
• | There is no cumulative voting for the election of directors. |
• | For uncontested director elections, directors must be elected by a majority of the votes cast with respect to each director nominee, which means that nominee(s) receiving more “for” votes than “against” votes cast will be elected. |
• | Abstentions will have no effect on the outcome of the election. |
• | The election of directors is a non-routine proposal, which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote. |
• | You may vote in favor of or against the Company’s compensation program, or you may abstain from voting. |
• | Because this is an advisory vote, there is no minimum stockholder approval requirement; however, in order for the resolution to “pass”, a majority of the votes entitled to be cast for this advisory vote must be received. While the Board is not bound by the outcome of this vote, the Human Capital Committee of the Board (the “Human Capital Committee”) will seriously consider the outcome when making compensation decisions (and recommending compensation with respect to our CEO to the full Board) in future years. |
• | Abstentions will have the same effect as voting against this proposal. |
• | The approval of this proposal is a non-routine proposal which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote. |
2024 Proxy Statement | | | ![]() | | | 3 |
VOTING AND MEETING INFORMATION |
• | You may vote in favor of the proposal, against the proposal, or abstain from voting. |
• | Because this is an advisory vote that is conducted in the interest of good corporate governance, there is no minimum stockholder approval requirement; however, in order for the resolution to “pass”, a majority of the votes entitled to be cast for this advisory vote must be received. While the Audit Committee of the Board (the “Audit Committee”) is not bound by the outcome of this vote, it will seriously consider the outcome when electing to retain Grant Thornton as the Company’s independent registered public accounting firm in future years. |
• | Abstentions will have the same effect as voting against the proposal. |
• | The Company does not expect broker non-votes for this Proposal, as ratification of the independent registered public accounting firm is considered a routine matter under applicable rules. |
4 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL1 |
CLASS I | CLASS II | CLASS III |
Dr. Srikant M. Datar | Ms. Marilyn Crouther | Ms. Cheryl W. Grisé |
Mr. John M. Wasson | Mr. Michael J. Van Handel | Mr. Randall Mehl |
Dr. Michelle A. Williams | Mr. Scott Salmirs |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES |
2024 Proxy Statement | | | ![]() | | | 5 |
PROPOSAL1 |
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INTEGRITY | |||||||||||||||||||||||||||
![]() | | | Integrity Reputation for integrity, honesty and adherence to high ethical standards, and no conflict of interest that would impair ability to fulfill responsibilities as a director | | | Prerequisite | |||||||||||||||||||||
![]() | | | Governance and Risk Management Strengths and experience that contribute to an ability to serve effectively on one (1) or more Board Committee (Audit, Human Capital, Governance and Nominating) | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | | | ||
![]() | | | Leadership and Professional Experience Experience or equivalent as chief executive, chief financial officer or other significant and relevant leadership | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
![]() | | | Relevant Industry Relevant and sustained experience in the industries in which we participate. | | | | |||||||||||||||||||||
| | Government Contracting | | | ![]() | | | | | | | | | | | | | ![]() | | | |||||||
| | Energy | | | | | | | ![]() | | | | | ![]() | | | | | ![]() | | | ||||||
| | Public Health | | | | | | | | | | | | | | | | | ![]() | ||||||||
| | Technology | | | ![]() | | | ![]() | | | | | ![]() | | | | | ![]() | | | ![]() | | | ||||
SIGNIFICANT COMPLEMENTARY EXPERIENCE AND FACTORS | |||||||||||||||||||||||||||
![]() | | | Diversity Contributes to Board diversity (in terms of race, gender, national origin, etc.) | | | ![]() | | | ![]() | | | ![]() | | | | | | | | | | | ![]() | ||||
![]() | | | Financial Demonstrated finance, public reporting and/or capital markets experience | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ||
![]() | | | Mergers and Acquisitions Demonstrated experience in mergers and acquisitions and integration | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | |
![]() | | | Technology, Innovation and Design Thinking Contributions to development and innovation in business systems, technology, design thinking, analytics and digital transformation | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
![]() | | | Sales and Marketing Demonstrated experience in sales and marketing, and market development and driving large scale services enterprises | | | ![]() | | | | | | | | | ![]() | | | | | ![]() | | | |||||
![]() | | | Commitment and Collaboration Commitment to devoting appropriate effort to Board service, collegial decision making, as well as charitable or other community service endeavors | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
6 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL1 |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_piechart1x1.jpg)
BOARD DIVERSITY MATRIX (As of April 10, 2024) | ||||||||||||
Board Size | | | | | | | | | ||||
Total Number of Directors | | | 8 | |||||||||
Gender | | | Female | | | Male | | | Non-Binary | | | Gender Undisclosed |
Number of Directors Based on Gender Identity | | | 3 | | | 5 | | | | | ||
Number of Directors Who Identify in Any of the categories Below | ||||||||||||
African American or Black | | | 2 | | | | | | | |||
Alaskan Native or American Indian | | | | | | | | | ||||
Asian | | | | | 1 | | | | | |||
Hispanic or Latinx | | | | | | | | | ||||
Native Hawaiian or Pacific Islander | | | | | | | | | ||||
White | | | 1 | | | 4 | | | | | ||
Two or More Races or Ethnicities | | | | | | | | | ||||
LGBTQ+ | | | | | | | | | ||||
Demographic Background Undisclosed | | | | | | | | |
2024 Proxy Statement | | | ![]() | | | 7 |
PROPOSAL1 |
Randall Mehl | | | ![]() | |||||||||||||||
President & Chief Investment Officer of Stewardship Capital LLC | | |||||||||||||||||
Director Since 2017 Age 56 Board Committees: Human Capital | | |||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Mehl brings significant experience to the ICF Board. Having served on the boards of several companies in the technology and technology-enabled services sectors, including two other public companies, he brings meaningful insight to strategy, governance, and risk management. As a former leader in private equity and equity research, Mr. Mehl has demonstrated expertise in areas such as capital deployment, mergers & acquisitions, and financing, especially in the areas of technology and services. He is also committed to service to charitable and community service organizations. | ||||||||||||||||||
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Integrity | | | Leadership | | | Relevant Industry | | | Financial | | | M&A | | | Technology/ Innovation | | | Commitment/ Collaboration |
![]() | President & Chief Investment Officer (2017 to present) |
![]() | Partner (2005 to 2016) |
![]() | Managing Director (1996 to 2005) |
![]() | Business Systems Consultant (1990 to 2003) |
![]() | Director (2017 to present) |
![]() | Audit Committee member (2017 to 2022) |
![]() | Compensation Committee (Chair) (2022 to present) |
![]() | Corporate Governance Committee member (2017 to present) |
![]() | Nominating Committee member (2020 to present) |
![]() | Director (2017 to present) |
![]() | Compensation Committee member (2018 to present) |
![]() | Finance, Risk Management and Audit Committee member (2017 to 2018) |
![]() | Krueger International, Director (2024 to present) |
![]() | Eastbrook Academy, Vice Chairman (2020 to present) |
![]() | B.S. in Business Administration and Management, Bowling Green State University |
![]() | M.B.A., University of Chicago Graduate School of Business |
8 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL1 |
Scott Salmirs | | | ![]() | |||||||||||||||||||||
President and Chief Executive Officer, ABM Industries Incorporated | | |||||||||||||||||||||||
Director Since 2021 Age 61 Board Committees: Human Capital and Governance & Nominating | | |||||||||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Salmirs brings extensive executive leadership experience to the ICF Board beginning his career at CBRE and currently at ABM Industries. Through his work at ABM Industries, he has gained experience with respect to clean energy initiatives, as well as extensive financial, capital markets, and mergers and acquisitions experience. Over the course of his career, he developed key governance, risk management, technology and innovation, and sales and marketing experience. He also contributes his time to multiple charitable and community service organizations. | ||||||||||||||||||||||||
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Integrity | | | Governance | | | Leadership | | | Relevant Industry | | | Financial | | | M&A | | | Technology/ Innovation | | | Sales & Marketing | | | Commitment/ Collaboration |
![]() | President and Chief Executive Officer (2015 to present) |
![]() | Executive Vice President, ABM Industries (2014 to 2015) |
![]() | Executive Vice President, ABM Onsite Services, Northeast (2003 to 2014) |
![]() | Senior Vice President (2001 to 2003) |
![]() | Vice President (1998 to 2001) |
![]() | Managing Director (1993 to 1998) |
![]() | Executive Director, (2015 to present) |
![]() | Partnership for New York City, Board Member (2018 to present) |
![]() | Outreach Project, Board Member (2007 to present) |
![]() | Donate 8, Founding Board Member (2014 to present) |
![]() | LiveOnNY, Board Member (2024 to present) |
![]() | State University of New York College at Oneonta, Board Member, Board Advisory Council (2007 to present) |
![]() | B.S. in Economics, State University of New York at Oneonta |
![]() | M.B.A., State University of New York at Binghamton |
2024 Proxy Statement | | | ![]() | | | 9 |
PROPOSAL1 |
Dr. Srikant M. Datar | | | ![]() | |||||||||||||||||||||
Dean, Harvard Business School at Harvard University | | |||||||||||||||||||||||
Director Since 2006 Age 70 Board Committees: Audit and Governance & Nominating | | |||||||||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Dr. Datar brings nationally-recognized contributions and thought leadership to ICF’s Board relevant to our core business. He has extensive leadership and experience in technology, innovation and design thinking through teaching and research involving data science, machine learning and artificial intelligence as well implementation of large transformation projects. His governance and risk management experience includes his service as a director at multiple public companies and as Dean of the Harvard Business School. His work entails extensive financial, capital markets and mergers and acquisition experience, along with a commitment to serving charitable and community service organizations. In recognition of his extensive contributions and experience as a director, Dr. Datar received the 2020 Public Company Director Award from the National Association of Corporate Directors. | ||||||||||||||||||||||||
![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Integrity | | | Governance | | | Leadership | | | Relevant Industry | | | Diversity | | | Financial | | | M&A | | | Technology/ Innovation | | | Commitment/ Collaboration |
![]() | Dean of the Business School (2021 to present) |
![]() | George F. Baker Professor of Administration (2021 to present) |
![]() | Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University (1996 to 2020) |
![]() | Faculty Chair for Harvard Innovation Labs and Senior Associate Dean University Affairs (2015 to 2020) |
![]() | Director (2009 to present) Compensation Committee member (2016 to present) |
![]() | Nomination and Governance Committee member (2016 to present) |
![]() | Director, (2013 to present) |
![]() | Audit Committee, Chair (2013 to present) |
![]() | Director, (2003 to 2021) |
![]() | Audit and Compliance Committee member (2005 to present), Chair (2009 to 2016) |
![]() | Compensation Committee member (2008 to 2021) |
![]() | Risk Committee (2011 to present), Chair (2016 to 2021) |
![]() | Ph.D. in Business, Masters in Statistics and Economics, Stanford University |
![]() | Bachelor of Science in math and economics, Bombay University, India |
10 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL1 |
John M. Wasson | | | ![]() | |||||||||||||||||||||
Chair, President and Chief Executive Officer, ICF International, Inc. | | |||||||||||||||||||||||
Director Since 2019 Age 62 | | |||||||||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF During his over 35-year career at ICF, Mr. Wasson has led government and commercial client work in energy, environment, transportation, public health, and technology markets. He served as Chief Operating Officer from 2003 to 2019, before ICF’s Board of Directors appointed him as CEO on October 1, 2019. He has extensive experience leading ICF’s business and growth in its core areas and demonstrated governance and risk management experience as a C-suite executive. He also has significant and sustained financial, mergers and acquisition, technology and innovation, and sales and marketing experience. He also commits his time to charitable and educational institutions. | ||||||||||||||||||||||||
![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Integrity | | | Governance | | | Leadership | | | Relevant Industry | | | Financial | | | M&A | | | Technology/ Innovation | | | Sale & Marketing | | | Commitment/ Collaboration |
![]() | Chair of the Board (2021 to present) |
![]() | President and Chief Executive Officer (2019 to present) |
![]() | President and Chief Operating Officer (2010 to 2019) |
![]() | Chief Operating Officer (2003 to 2010) |
![]() | Joined ICF in 1987 as an associate and in 1994 became an officer of the Company |
![]() | Northern Virginia Technology Council, Board Member- (2018 to present) |
![]() | The Flint Hill School, Member, Board of Trustees (2017 to present) |
![]() | UC Davis Foundation, Board of Trustees (2018 to 2020) |
![]() | University of California Davis College of Engineering, Member, Dean’s Executive Committee, (2014 to present) |
![]() | University of California, Davis, Bachelor of Science degree in Chemical Engineering |
![]() | Massachusetts Institute of Technology, Master of Science degree in Technology and Policy Program |
2024 Proxy Statement | | | ![]() | | | 11 |
PROPOSAL1 |
Marilyn Crouther | | | ![]() | ||||||||||||||||||||||||
CEO & Principal, Crouther Consulting, LLC | | ||||||||||||||||||||||||||
Director Since 2020 Age 58 Board Committees: Audit (Chair) and Human Capital | | ||||||||||||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Ms. Crouther brings to ICF’s Board her experience through a distinguished career as a senior business and finance executive at leading companies in our industry. She has extensive experience as an executive in government contracting and the technology space, as well as in governance and risk management as a director and as an executive at public companies. She has demonstrated and sustained financial, mergers and acquisitions, transformational technology and IT modernization, and sales and marketing experience during her career, along with her commitment to industry, community and non-profit organizations. | |||||||||||||||||||||||||||
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Integrity | | | Governance | | | Leadership | | | Relevant Industry | | | Diversity | | | Financial | | | M&A | | | Technology/ Innovation | | | Sale & Marketing | | | Commitment/ Collaboration |
![]() | CEO and Principal (2018 to present) |
![]() | Senior Vice President and General Manager, US Public Sector (2017 to 2018) |
![]() | Senior Vice President and General Manager (2015 to 2017) |
![]() | Senior Vice President and General Manager, US Public Sector (2011 to 2015) |
![]() | Vice President & CFO, US Public Sector (1999 to 2011) |
![]() | Several other senior finance and accounting positions (1989 to 1999) |
![]() | Director (2021 to present) |
![]() | Audit Committee member (2021 to present), Chair (2022 to present) |
![]() | Compensation and Talent Committee member (2021 to present) |
![]() | Information Technology Senior Management Forum (2020 to present) |
![]() | Center for Innovative Technology (2017 to 2020) |
![]() | Northern Virginia Technology Council, Vice Chair (2017 to 2018), Director (2012 to 2017) |
![]() | Collaborate to Educate Our Sons (2018 to 2020) |
![]() | B.S in Professional Accountancy, Mississippi State University |
![]() | Southern Methodist University Finance Certificate |
![]() | Thunderbird Executive Development Program, Arizona State University |
![]() | Harvard Business School, Corporate Director Certificate |
12 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL1 |
Michael J. Van Handel | | | ![]() | ||||||||||||||||||
Retired Executive Vice President and Chief Financial Officer of ManpowerGroup | | ||||||||||||||||||||
Director Since 2017 Age 64 Board Committees: Audit and Governance & Nominating (Chair) | | ||||||||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Van Handel brings to ICF’s Board extensive experience as chief financial officer at a public company. He has demonstrated deep financial, capital markets and mergers and acquisitions experience across his career. He also brings significant governance and risk management experience as a director and executive at public companies. His also commits his time in service of community and educational organizations. | |||||||||||||||||||||
![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Integrity | | | Governance | | | Leadership | | | Relevant Industry | | | Financial | | | M&A | | | Technology/ Innovation | | | Commitment/ Collaboration |
![]() | Senior Executive Vice President (2016 to 2017) |
![]() | Chief Financial Officer (1998 to 2016) |
![]() | Several other senior finance and accounting positions (1989 to 1998) |
![]() | Director (2017 to present) |
![]() | Governance and Sustainability Committee member (2022 to present), Chair (2024 to present) |
![]() | Director (2006 to present) |
![]() | Audit Committee member (2006 to present) Chair (2012 to present) |
![]() | Nominating & Governance Committee member (2012 to present), Chair (2017 to present) |
![]() | Risk Oversight Committee member (2006 to 2017) |
![]() | Milwaukee Youth Symphony Orchestra Director, (2007 to 2018) |
![]() | Leadership Council Member for Marquette University College of Business Administration (2007 to 2017) |
![]() | B.S. in Accounting, Marquette University |
![]() | M.B.A. in Banking and Finance, University of Wisconsin - Madison |
2024 Proxy Statement | | | ![]() | | | 13 |
PROPOSAL1 |
Dr. Michelle A. Williams | | | ![]() | ||||||||||||
Professor, Harvard T.H. Chan School of Public Health and Visting Professor, Stanford School of Medicine | | ||||||||||||||
Director Since 2012 Age 62 Board Committees: Audit | | ||||||||||||||
WHY THIS DIRECTOR IS VALUABLE TO ICF Dr. Williams brings to ICF’s Board her distinguished contributions and thought leadership relevant to our core business. She previously served as the Dean of Harvard T.H. Chan School of Public Health.She has nationally-recognized expertise in epidemiology. Her demonstrated expertise in design thinking and analytics, particularly at the intersection of health, data and technology experience, and her work across government, non-governmental organizations and other companies in the field of public health enables her to provide important insights and contributions to ICF’s business. In addition, she has committed herself in service of global and national public health organizations. | |||||||||||||||
![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Integrity | | | Leadership | | | Relevant Industry | | | Diversity | | | Technology/ Innovation | | | Commitment/ Collaboration |
![]() | Joan and Julius Jacobson Professor of Epidemiology and Public Health, Harvard T.H. Chan School of Public Health and Visiting Professor, Epidemiology and Population Health, Stanford School of Medicine Professor (2023 to present) |
![]() | Dean, Harvard T. H. Chan School of Public Health, and Angelopoulos Professor in Public Health and International Development at the Harvard Kennedy School (2015 to 2023) |
![]() | Stephan B. Kay Family Professor of Public Health and Chair of Epidemiology Department (2011 to 2015) |
![]() | Program Leader of Population Health and Health Disparities Research Programs (2015 to 2020) |
![]() | Fred Hutchins Cancer Research Center, Seattle WA, Affiliate Investigator (1992 to 2010) |
![]() | Professor (1992 to 2011) |
![]() | Mental Health Coalition Director (2023 to present) |
![]() | Al4 Healthy Cities (Novartis Foundation), Co-Chair of Expert Council (2023 to present) |
![]() | Mass. General Hospital, McCance Center, External Advisory Board Member (2020 to present) |
![]() | Vanke School of Public Health, Tsinghua University, International Advisory Board (2020 to present) |
![]() | Chulalongkorn University, School of Global Health, Advisory Board Member (2021 to present) |
![]() | Fogarty International Center, National Institutes of Health, Advisory Board Member (2018 to 2023) |
![]() | International Monetary Fund, Science and Technology Advisory Group (2017 to 2019) |
![]() | COVID Collaboratives, Co-Founder (2020 to 2024) |
![]() | #First Responders First, Co-Founder (2020 to present) |
![]() | Reform for Resilience, Co-Chair (2021 to present) |
![]() | McLean Hospital, Director (2019 to present) |
![]() | Americares, Director (2021 to present) |
![]() | National Academy of Medicine (2016 to present) |
![]() | Society for Epidemiologic Research (1989 to present) |
![]() | American Epidemiological Society (2006 to present) President (2019) |
![]() | A.B. in Biology and Genetics, Princeton University |
![]() | M.S. in Civil Engineering, Tufts University |
![]() | ScD and S.M, in Epidemiology, Harvard T.H. Chan School of Public Health |
14 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL 2 |
○ | ICF’s NEO compensation is competitive and in line with its market peers. |
○ | ICF’s executive compensation program is incentive-based and reflects a pay-for-performance culture. |
○ | ICF’s executive compensation program relies heavily on stock-based awards vesting over a period of time. |
○ | Performance Share Awards vest over three (3) years, contingent on achievement of certain performance thresholds. |
○ | Restricted Stock Units vest over a period of three (3) years with twenty-five percent (25%) vesting on each of the first (1st) anniversary and second (2nd) anniversary, and fifty percent (50%) vesting on the third (3rd) anniversary. |
○ | Our performance-equity program (the “Performance Program”) further emphasizes ICF’s commitment to a pay-for-performance culture that links compensation to positive results. |
○ | ICF offers no material perquisites. |
○ | ICF maintains compensation recovery policies and practices that meet and exceed the requirements of Rule 5608 of the Nasdaq Rulebook by providing for potential recovery of incentive compensation in the event of financial restatements (whether or not the result of fraud) or detrimental conduct causing business or reputational harm to the Company, among other triggers. |
○ | ICF has a strong corporate governance culture. |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADVISORY SAY ON PAY VOTE REGARDING ICF’S OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM |
2024 Proxy Statement | | | ![]() | | | 15 |
PROPOSAL 3 |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024. |
Type of Fees | | | 2023 | | | 2022 |
Audit fees | | | $ 2,130,623 | | | $ 2,058,400 |
Audit-related fees | | | | | - | |
Tax fees | | | | | - | |
All other fees | | | | | - | |
Total fees | | | $ 2,130,623 | | | $2,058,400 |
16 | | | ![]() | | | 2024 Proxy Statement |
PROPOSAL 3 |
• | The independent auditor’s qualifications and quality control procedures; |
• | The quality of the independent auditor’s overall performance; |
• | The complexity of the audit and related services in a particular year; |
• | Publicly available information concerning audit fees paid by peer companies; and |
• | The impact, if any, of the level of audit and non-audit fees on the auditor’s independence. |
2024 Proxy Statement | | | ![]() | | | 17 |
AUDIT COMMITTEE REPORT |
• | Overseeing of the relationship with the independent auditor, including being directly responsible for the appointment and compensation of the Company’s independent auditor; |
• | Assessing the qualifications, performance and independence of the Company’s independent auditor; |
• | Reviewing the activities, qualifications and performance of the Company’s internal audit function; |
• | Monitoring financial reporting and disclosure and related matters; |
• | Reviewing and evaluating the Company’s overall risk profile, the procedures and policies adopted to identify and manage such risks and related disclosures; |
• | Retaining independent external advisors as the Audit Committee determines necessary or appropriate; |
• | Annually reviewing the adequacy of the Audit Committee’s charter and the Audit Committee’s own performance; and |
• | Preparing this report to the Company’s stockholders. |
• | Reviews the scope of overall plans for and status of the annual audit and internal audit program; |
• | Consults with management, the internal audit function and the independent auditor on topics such as the Company’s processes for risk assessment and risk management and related disclosures; |
• | Reviews and approves the Company’s policy for pre-approval of audit and permitted non-audit services by the independent auditor; |
• | Reviews, with management and the independent auditor, the internal audit function and the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements, in connection with the certifications made by the Company’s Chief Executive Officer and Chief Financial Officer; |
• | Receives advice on critical accounting policies and the impact of new accounting principles and guidance; and |
• | Reviews significant legal and other developments in the Company’s processes for monitoring compliance with law and Company policies and oversees the activities of the Company’s Chief Ethics and Compliance Officer and management’s Compliance Committee. |
18 | | | ![]() | | | 2024 Proxy Statement |
AUDIT COMMITTEE REPORT |
• | Discussed with Grant Thornton those matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees), issued by the Public Company Accounting Oversight Board (“PCAOB”), and Rule 2-07 (Communication with Audit Committees) of SEC Regulation S-X; and |
• | Received from Grant Thornton the written communications required by Ethics and Independence Standard No. 3526 (Communication with Audit Committees Concerning Independence), issued by the PCAOB, as to Grant Thornton’s compliance with all rules, standards, and policies of the PCAOB and SEC governing auditor independence. |
• | The independent auditor’s historical and recent performance on the audit, taking into account the views of management and the internal audit function; |
• | External data relating to audit quality and performance, including recent PCAOB reports on the independent auditor and its peer firms; |
• | The familiarity of the independent auditor, and the team assigned to the Company’s audit and related work, with the government services industry; |
• | The independent auditor’s tenure as the Company’s independent auditor and its familiarity with the Company’s accounting policies and practices and internal control over financial reporting; |
• | The independent auditor’s capacity, capability and expertise in handling the breadth and complexity of the Company’s global operations; |
• | The independent auditor’s independence and objectivity and the quality and candor of communications within management and the Audit Committee; and |
• | The appropriateness of the independent auditor’s fees for audit and non-audit services. |
Audit Committee |
/s/ Marilyn Crouther |
Marilyn Crouther, Audit Committee Chair |
/s/ Dr. Srikant M. Datar |
Dr. Srikant M. Datar |
/s/ Michael J. Van Handel |
Michael J. Van Handel |
/s/ Dr. Michelle A. Williams |
Dr. Michelle A. Williams |
2024 Proxy Statement | | | ![]() | | | 19 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
| | Number of Meetings Held | |
Board of Directors | | | 8 |
Audit Committee | | | 8 |
Human Capital Committee | | | 7 |
Governance and Nominating Committee | | | 4 |
• | The CEO is the director most familiar with the Company’s business and industry and is best situated to lead Board discussions on important matters affecting ICF International; and |
• | Having the CEO serve in such roles creates a firm link between management and the Board and promotes the development and implementation of corporate strategy. |
• | Chairs any meeting of the independent directors in executive session; |
• | Facilitates communications between other members of the Board and the Chair; however, each director is free to communicate directly with the Chair; |
• | Works with the Chair in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board; |
• | Consults with the Chair on matters relating to corporate governance and Board performance; |
• | Leads the deliberation and action by the Board or a Board committee regarding any offer, proposal, or other solicitation or opportunity involving a possible acquisition or other change of control of the Company, including by merger, consolidation, asset or stock sale or exchange, or recapitalization; |
• | In conjunction with the Chair of the Governance and Nominating Committee, oversees and participates in the annual board evaluation and succession planning process; |
• | Participates in the Human Capital Committee’s annual performance evaluation of, and succession planning for, the Chair and CEO; and |
• | Meets with any director whom the Lead Independent Director deems is not adequately performing his or her duties as a member of the Board or any committee. |
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CORPORATE GOVERNANCE AND BOARD MATTERS |
• | Defines risk profiles and identifies existing and new/emerging risks. |
• | Conducts and completes regular enterprise risk assessments to ascertain and define the most significant risks facing the Company, which incorporates input from multiple levels of management and our Board. This process includes the evaluation and prioritization of the most significant risks facing the Company across major risk categories, taking into account multiple factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies. The Board reviews and approves the annual enterprise risk management plan that will be the subject of additional focus and reporting throughout the year. |
• | Develops action plans to monitor, manage and mitigate risk. The responsibility for managing each of the highest-priority risks is assigned to one (1) or more of the Company’s senior executives. |
• | Includes regular reporting from management to the Board on the status and completion of actions associated with the risks identified as part of the current ERM plan. In addition, management provides more detailed briefings throughout the year to the Board regarding the most significant risks identified in the approved plan. |
2024 Proxy Statement | | | ![]() | | | 21 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
Name | | | Audit | | | Human Capital | | | Governance & Nominating |
Marilyn Crouther (I) | | | ![]() ![]() | | | ![]() | | | |
Dr. Srikant Datar (I)(L) | | | ![]() ![]() | | | | | ![]() | |
Cheryl Grisé (I) | | | | | ![]() | | | ![]() | |
Randall Mehl (I) | | | | | ![]() | | | ||
Scott Salmirs (I) | | | | | ![]() | | | ![]() | |
Michael Van Handel (I) | | | ![]() ![]() | | | | | ![]() | |
John Wasson | | | | | | | |||
Dr. Michelle Williams (I) | | | ![]() | | | | |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x999_triangle.jpg)
• | The Board has a designated standing Audit Committee, as defined in Section 3(a)(58)(A) of the Exchange Act. |
• | The Audit Committee is expected to meet at least four (4) times per year. |
• | Each member of the Audit Committee is “independent” as defined by Rule 10A-3 of the Exchange Act and, in accordance with the listing standards of Nasdaq, each Audit Committee member is financially literate. |
• | Ms. Crouther, Dr. Datar and Mr. Van Handel are each an “audit committee financial expert” as defined under SEC rules. |
• | Ms. Crouther, Dr. Datar and Mr. Van Handel also qualify as financial experts in accordance with the listing standards of Nasdaq applicable to Audit Committee members. |
• | The report of the Audit Committee required by the rules of the SEC is included in this Proxy Statement under “Audit Committee Report”. |
Audit Committee Marilyn Crouther Dr. Srikant Datar Michael Van Handel Dr. Michelle Williams Meetings held in 2023: 8 | | | Responsibilities: |
| • appoint, evaluate and oversee the Company’s independent auditor; | ||
| • review the financial reports and related financial information provided by the Company to governmental agencies and the general public; | ||
| • monitor compliance with the Company’s Code of Ethics; | ||
| • review the Company’s system of internal and disclosure controls and the effectiveness of its control structure; | ||
| • review the Company’s accounting, internal and external auditing, and financial reporting processes; | ||
| • review other matters with respect to our accounting, auditing, and financial reporting practices and procedures as it may find appropriate or may be brought to its attention; | ||
| • approve the engagement of other firms engaging in audit services for the Company, such as in an acquisition capacity; | ||
| • approve all of the non-audit services provided by the independent auditor in accordance with the Audit Committee’s pre-approval procedures; and | ||
| • after each meeting, report to the full Board regarding its activities. |
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CORPORATE GOVERNANCE AND BOARD MATTERS |
• | The Board has a designated standing Human Capital Committee. |
• | The Human Capital Committee is expected to meet at least three (3) times per year. |
• | Each member of the Human Capital Committee qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act and meets the requirements of Nasdaq Rule 5605(d)(2)(A). |
• | See the CD&A portion of this Proxy Statement for more information regarding the role of the Human Capital Committee, management, and compensation consultants in determining and/or recommending the amount and form of executive compensation. |
Human Capital Committee | | | Responsibilities: |
Randall Mehl Marilyn Crouther Cheryl Grisé Scott Salmirs Meetings held in 2023: 7 | | | • assist the Board in its responsibilities related to management, organization, performance, and compensation; |
| • consider and authorize the Company’s compensation philosophy; | ||
| • evaluate senior management’s performance and approve all material elements of executive officer compensation; | ||
| • review administration of the Company’s incentive compensation, retirement, and equity-based plans; | ||
| • review and provide feedback on the Company’s culture, including: its focus and progress on equity, diversity and inclusion and overcoming any institutional bias; and | ||
| • after each meeting, report to the full Board regarding its activities. |
• | The Board has a designated standing Governance and Nominating Committee. |
• | The Governance and Nominating Committee is expected to meet at least three (3) times per year. |
• | The Governance and Nominating Committee’s responsibilities include oversight of the Company’s ESG activities and related reporting in its charter. |
Governance and Nominating Committee | | | Responsibilities: |
Michael Van Handel Dr. Srikant Datar Cheryl Grisé Scott Salmirs Meetings held in 2023: 4 | | | • identify and recommend candidates to be nominated for election as directors at the Company’s annual meeting, consistent with criteria approved by the full Board; |
| • annually evaluate and report to the Board on its performance and effectiveness; | ||
| • annually review the composition of each Board committee and present recommendations for committee membership to the full Board, as needed; | ||
| • research, evaluate, and make recommendations regarding director compensation; | ||
| • consider and advise the Board on matters relating to the affairs or governance of the Board; | ||
| • consider matters relating to senior management succession; | ||
| • review and approve all potential “related person transactions” as defined under SEC rules; | ||
| • after each meeting, report to the full Board regarding its activities; and | ||
| • monitor and oversee ESG matters. |
2024 Proxy Statement | | | ![]() | | | 23 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
24 | | | ![]() | | | 2024 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_outcomex1.jpg)
2024 Proxy Statement | | | ![]() | | | 25 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
26 | | | ![]() | | | 2024 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS |
Name(1) | | | Fees Earned Paid in Cash ($)(2) | | | Stock Awards ($)(3) | | | Option Awards ($) | | | Total Compensation ($)(4) |
Marilyn Crouther | | | 127,579 | | | 149,921 | | | | | | 277,500 |
Dr. Srikant Datar | | | 137,579 | | | 149,921 | | | | | | 287,500 |
Cheryl Grisé | | | 103,579 | | | 149,921 | | | | | | 253,500 |
Michael Van Handel | | | 117,219 | | | 149,921 | | | | | | 267,140 |
Randall Mehl | | | 105,579 | | | 149,921 | | | | | | 255,500 |
Scott Salmirs | | | 103,579 | | | 149,921 | | | | | | 253,500 |
Dr. Michelle Williams | | | 99,579 | | | 149,921 | | | | | | 249,500 |
(1) | Mr. Wasson is not included in this table because during 2023, he was an employee of the Company and therefore received no compensation for his director service. The compensation received by Mr. Wasson as an employee of the Company is shown in the 2023 Summary Compensation Table. |
(2) | Represents the cash retainers and annual payments earned in 2023. |
(3) | Directors receive a director equity award in the form of RSUs in the annual amount of $150,000, with the award rounded down to the nearest whole share and the balance paid in cash, issued on the first (1st) business day of July following the annual meeting for continuing directors and directors appointed at the annual meeting, with such grant vesting in equal quarterly increments on September 1, December 1, March 1, and June 1. The values included represent the aggregate grant date fair value of the RSU award granted in fiscal year 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value per share of each RSU was $127.81 per share of ICF common stock, with the balance paid out in cash. All other payments, including meeting retainers, are paid in cash. |
(4) | Total Compensation for each director may differ from the sum of the individual components due to changes in roles and/or committee assignments during 2023. |
2024 Proxy Statement | | | ![]() | | | 27 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
Annual Retainer for Non-Employee Director: | | | | | $ 90,000 | |
Additional Annual Retainer for Lead Director: | | | | | $30,000 | |
Committee Retainers: | | | Chair | | | Member |
Audit Comm. | | | $ 20,000 | | | $ 12,000 |
Human Capital Comm. | | | 10,000 | | | 8,000 |
Governance & Nominating Comm. | | | 10,000 | | | 8,000 |
28 | | | ![]() | | | 2024 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS |
• | Investing in our employees and ensuring a diverse workplace where we can all do our best work. |
• | Serving our clients and managing suppliers with integrity, while contributing to a low-carbon value chain. |
• | Minimizing our impact on the planet by reducing our carbon footprint and growing our leading climate consultancy. |
• | Giving back to our communities and society, both philanthropically and through innovative service to social agencies. |
• | Creating long-term value for our stockholders through solid management, including managing climate risks and opportunities. |
2024 Proxy Statement | | | ![]() | | | 29 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
Impact for Good in 2023 |
Of our $1.96 billion revenue, ICF estimates that at least: |
$814 million was derived from services delivering positive social impact—health, education, development and social justice programs. |
$806 million was generated from services creating positive environmental impact—reducing energy consumption, managing carbon footprint and protecting natural resources. |
The balance of other work was also socially responsible and—although not directly supporting social impact or sustainability efforts—consistent with ICF’s commitment to make a positive social and sustainable impact. |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_esg.jpg)
30 | | | ![]() | | | 2024 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS |
2023 Climate Leadership Award |
ICF was recognized by The Climate Registry for having comprehensive GHG inventories and aggressive emissions reduction goals, as well as for exemplifying “extraordinary leadership” in its response to climate change and engagement of supply chain peers and partners. This includes achieving a ninety percent (90%) reduction in GHG emissions against a 2013 baseline. |
Investing in Our People Provided opportunities for all employees to develop and advance. | | | Making a Sustainable Commitment Made progress on our carbon reduction goal and remained carbon neutral. | | | Supporting Important Causes Donated to causes important to our employees and communities. | |||
86%2 | | | 100% | | | $828,000 | |||
of employees share they’re proud to be part of ICF 54% female people managers 74% New hires are women or from underrepresented groups 1 in 4 employees participate in our affinity groups | | | net renewable electricity for global operations via renewable energy certificates 90%3 absolute reduction in Scope 1 and 2 GHG emissions since baseline 2013 2006 carbon neutral each year since–due to investments in high-quality, verified carbon offsets SBTi approved science-based greenhouse gas reduction target | | | corporate cash donations $655,000 employee donations through our giving program 1 to 1 ICF matched employee donations 6.5K+ Reported employee volunteer hours | |||
ESG Recognition | | | • Forbes 2023 America’s Best Employers for Diversity • Forbes 2023 America’s Best Employers for Women • 2023 Organizational Leadership Award Winner, Climate Leadership Award • MarCom Awards 2023: 4 platinum awards for excellence in corporate citizenship reporting |
• | Reduce. Lease more efficient facilities and consolidate where feasible. Maximize virtual tools to travel less. Engage our people to work more sustainably. Purchase more eco-friendly products. Encourage partners in our value chain (suppliers and clients) to manage their carbon footprint. |
• | Buy renewable energy. Purchase renewable energy certificates equivalent to one hundred percent (100%) of the electricity used by our global operations. |
• | Buy carbon offsets. After taking the measures above, we buy high-quality, verified carbon offsets equivalent to the measured carbon emissions of our global operations: all of Scope 1 and Scope 2 emissions, plus Scope 3 emissions from business travel, employee commuting, and purchased goods and services. |
1 | Now incorporated into the International Financial Reporting Standards (IFRS) Foundation’s sustainability disclosure standards, known as IFRS S1 and IFRS S2. |
2 | Reflects 2022 data. This survey is conducted every other year. |
3 | Reflects 2022 data. The 2023 GHG inventory will be completed around June 2024. |
2024 Proxy Statement | | | ![]() | | | 31 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_linechartx1.jpg)
3 | Inclusive of most recent data. The 2023 GHG inventory will be completed around June 2024. |
4 | Does not include emissions from purchased goods and services, which we began estimating in 2018. |
32 | | | ![]() | | | 2024 Proxy Statement |
CORPORATE GOVERNANCE AND BOARD MATTERS |
Recognized Diversity Leader |
As a purpose-driven company with a strong culture and underlying values, we prize diversity, opportunity, equality and respect. And because of that, ICF was recognized by Forbes Magazine in 2023 for the third (3rd) consecutive year as one of America’s Best Employers for Diversity. Forbes’ recognition highlights our commitment to inclusion. |
2024 Proxy Statement | | | ![]() | | | 33 |
CORPORATE GOVERNANCE AND BOARD MATTERS |
ICF Makes Progress toward ![]() | | | 1 NO POVERTY Building economically sustainable and healthier communities following disasters | | | 2 ZERO HUNGER Generating evidence and improving data management to address malnutrition, hunger, and food insecurity |
3 GOOD HEALTH AND WELL- BEING Strengthening defenses against infectious diseases through data-driven detection and technology-enabled surveillance | | | 4 QUALITY EDUCATION Evaluating literacy education programs to support academic readiness and achievement | | | 5 GENDER EQUALITY Improving the capture and analysis of gender-based data to support better health outcomes |
6 CLEAN WATER AND SANITATION Protecting, ensuring, and planning for clean, safe water into the future through better water resource management | | | 7 AFFORDABLE AND CLEAN ENERGY Driving adoption of energy-efficient lighting, appliances, and thermostats | | | 8 DECENT WORK AND ECONOMIC GROWTH Tackling unemployment through a learning program to improve public employment services delivery |
9 INDUSTRY, INNOVATION, AND INFRASTRUCTURE Integrating flood mitigation into transportation infrastructure decisions through a risk assessment tool | | | 10 REDUCED INEQUALITIES Transforming how child welfare agencies work to keep families strong by addressing resilience, race, equity, diversity, and inclusion | | | 11 SUSTAINABLE CITIES AND COMMUNITIES Developing climate action plans for regions, cities, and businesses to reach their carbon reduction goals |
12 RESPONSIBLE CONSUMPTION AND PRODUCTION Developing frameworks, technical tools, and strategies to improve energy efficiency in emerging markets | | | 13 CLIMATE ACTION Building a sustainable and low-carbon future through data-driven strategic climate action planning | | | 14 LIFE BELOW WATER Designing passage for humans above and fish below |
15 LIFE ON LAND Restoring a tidal marsh in an urban environment | | | 16 PEACE, JUSTICE, AND STRONG INSTITUTIONS Bolstering government efforts to end child and forced labor through research | | | 17 PARTNERSHIPS FOR THE GOALS Designing and implementing evaluation studies to ensure accountability, measure impact, and improve effectiveness |
34 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE OFFICERS OF THE COMPANY |
Name | | | Age | | | Title |
John Wasson | | | 62 | | | Chair, President and Chief Executive Officer |
James Morgan | | | 58 | | | Executive Vice President and Chief Operating Officer |
Barry Broadus | | | 64 | | | Executive Vice President and Chief Financial Officer |
Anne Choate | | | 50 | | | Executive Vice President – Energy, Environment and Infrastructure |
Ranjit Chadha | | | 53 | | | Vice President and Corporate Controller, Principal Accounting Officer |
2024 Proxy Statement | | | ![]() | | | 35 |
EXECUTIVE OFFICERS OF THE COMPANY |
36 | | | ![]() | | | 2024 Proxy Statement |
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS |
• | each person, or group of affiliated persons, known to us to beneficially own more than five percent (5%) of the outstanding shares of our common stock; |
• | each of our directors and nominees for director; |
• | each person who was a NEO; and |
• | all of our directors and executive officers as a group. |
| | Shares beneficially owned | ||||
Name and Address of Beneficial Owner Directors, Nominee & Executive Officers | | | Number | | | Percentage |
John Wasson(1) | | | 90,141 | | | * |
James Morgan | | | 42,663 | | | * |
Barry Broadus | | | 2,302 | | | * |
Anne Choate | | | 6,266 | | | * |
Mark Lee | | | 7,224 | | | * |
Marilyn Crouther | | | 5,759 | | | * |
Dr. Srikant Datar(2) | | | 41,177 | | | * |
Cheryl Grisé(3) | | | 28,350 | | | * |
Randall Mehl | | | 14,651 | | | * |
Scott Salmirs | | | 4,300 | | | * |
Michael Van Handel | | | 13,431 | | | * |
Dr. Michelle Williams | | | 3,398 | | | * |
Directors, Director Nominees and Executive Officers as a group (thirteen (13) persons) | | | 259,662 | | | 1.39% |
Beneficial Owners Holding More Than Five Percent (5%) | | | | | ||
BlackRock, Inc. and subsidiaries as a group (4) 50 Hudson Yards New York, NY 10001 | | | 1,472,676 | | | 7.8% |
Capital Research Global Investors (5) 333 South Hope Street, 55th Floor Los Angeles, CA 90071 | | | 1,309,163 | | | 7.0% |
Dimensional Fund Advisors LP (6) 6300 Bee Cave Road, Building One Austin, TX 78746 | | | 1,117,432 | | | 5.9% |
The Vanguard Group (7) 100 Vanguard Boulevard Malvern, PA 19355 | | | 1,022,556 | | | 5.43% |
2024 Proxy Statement | | | ![]() | | | 37 |
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS |
(1) | The total number of shares listed as beneficially owned by John Wasson includes 81,610 shares of common stock held in two (2) family trusts and 716 shares held indirectly by his spouse. |
(2) | The total number of shares listed as beneficially owned by Dr. Srikant Datar includes 40,279 shares of common stock held in two (2) estate planning limited liability companies, of which Dr. Datar is a co-manager. |
(3) | The total number of shares listed as beneficially owned by Cheryl Grisé includes 8,530 shares of common stock that are held indirectly in a trust. |
(4) | Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 26, 2024, BlackRock beneficially owned 1,472,676 shares of common stock as of December 31, 2023, with sole voting power over 1,424,142 shares, shared voting power over no shares, sole dispositive power over 1,472,676 shares and shared dispositive power over no shares. |
(5) | Based upon information contained in the Schedule 13G/A filed by Capital Research Global Investors (“Capital Research”) with the SEC on February 9, 2024, Capital Research beneficially owned 1,309,163 shares of common stock as of December 31, 2023, with sole voting power over 1,309,163 shares, shared voting power over no shares, sole dispositive power over 1,309,163 shares and shared dispositive power over no shares. |
(6) | Based upon information contained in the Schedule 13G filed by Dimensional Fund Advisors LP (“Dimensional Funds”) with the SEC on February 9, 2024, Dimensional Funds beneficially owned 1,117,432 shares of common stock as of December 31, 2023, with sole voting power over 1,098,414 shares, shared voting power over no shares, sole dispositive power over 1,117,432 shares and shared dispositive power over no shares. |
(7) | Based upon information contained in the Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 13, 2024, Vanguard beneficially owned 1,022,556 shares of common stock as of December 31, 2023, with sole voting power over no shares, shared voting power over 34,314 shares, sole dispositive power over 971,808 shares and shared dispositive power over 50,748 shares. |
38 | | | ![]() | | | 2024 Proxy Statement |
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS |
Plan Category (as of 12/31/2023) | | | (a) Number of Securities to be Issued Upon Exercise Of Outstanding Options, Warrants And Rights | | | (b) Weighted- Average Exercise Price Of Outstanding Options, Warrants and Rights(2) | | | (c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity Compensation Plans Approved By Security Holders | | | 370,819(1) | | | $40.68 | | | 1,119,446 |
Equity Compensation Plans Not Approved By Security Holders | | | | | | | |||
Total | | | 370,819 | | | $40.68 | | | 1,119,446 |
(1) | Includes 2,631 shares subject to stock options, 258,518 restricted stock units, 4,102 directors restricted stock units and 105,568 performance shares outstanding under the 2018 Incentive Plan. |
(2) | Exercise price is for outstanding stock options only; restricted stock units, director restricted stock units and performance shares have no exercise price. |
2024 Proxy Statement | | | ![]() | | | 39 |
EXECUTIVE COMPENSATION |
NEOs |
• John Wasson, Chair, President and CEO |
• James Morgan, Executive Vice President and COO |
• Barry Broadus, Executive Vice President and CFO |
• Anne Choate, Executive Vice President |
• Mark Lee, Former Executive Vice President1 |
(1) | As disclosed in the Company’s Current Report on Form 8-K filed on December 4, 2023, Mr. Lee departed from the Company on January 5, 2024. Consistent with all named executive officers, information in this CD&A and the following executive compensation tables is reported as December 31, 2023, the last day of our 2023 fiscal year. |
• | Total revenues increased 10.3% to $1.96 billion. |
• | Operating income increased 21.7% to $132.3 million. |
• | Net income increased 28.6% to $82.6 million. |
• | Diluted earnings per shares (“EPS”) was $4.35 for 2023, inclusive of $0.71 of tax-effected special charges, of which the majority were facility, severance, and mergers and acquisitions and divestiture-related charges. This compares to $3.38 per diluted share for 2022, inclusive of $1.31 of tax-effected special charges. |
• | Continued utilizing performance share awards (“PSAs”) as a key component of ICF’s long-term incentive program. PSAs are performance-contingent awards under which executives may earn shares depending on the Company’s actual performance against pre-established performance measures. The performance periods of the PSAs are long-term and align executives’ interests with the interests of long-term stockholders. |
• | Conducted an annual review to ensure compliance with stock ownership guidelines for our NEOs. As of April 10, 2024, each NEO met the stock ownership guidelines or is expected to meet the applicable stock ownership guidelines within the specified time period. |
• | Continued the performance focus in the Company’s Annual Incentive Plan (as defined below), rigorously linking pay to performance. Annual threshold, target and maximum performance goals were established with appropriate incentive payouts at each level. |
• | Continued the annual review of NEO compensation against best practices and market data. |
• | Extensively reviewed external executive compensation trends to ensure that the Company’s executive compensation practices align with market best practices. The peer group and other market data from nationwide salary services are used to provide a relevant basis for determining executive pay levels. |
• | Supported the continuation of an annual, non-binding, advisory vote of the Company’s stockholders regarding the Company’s overall pay-for-performance named executive officer compensation program (“Say on Pay”). The Say on Pay vote at the Annual Meeting (Proposal 3) will be the fourteenth consecutive annual Say on Pay vote by stockholders. |
2024 Proxy Statement | | | ![]() | | | 41 |
EXECUTIVE COMPENSATION |
![]() | | | Our pay-for-performance named executive compensation program is presented for a non-binding advisory vote during the annual meeting of stockholders. |
![]() | | | Target compensation is analyzed and compared against peer data and regressed market-based benchmarks. Actual compensation may increase or decrease depending on performance. |
![]() | | | Our selection of peer companies is balanced so the Company’s revenue is close to the median of the peer group. The peer group is reviewed annually to ensure appropriate companies are included and others removed if involved in mergers and acquisitions. |
![]() | | | The independent Committee has engaged an independent compensation consultant. |
![]() | | | We require one (1)-year minimum vesting for our equity awards, except for grants totaling no more than a maximum of five percent (5%) of the shares available for grant. |
![]() | | | Our annual equity award grants provide for vesting over three (3) years for RSUs and PSAs. |
![]() | | | All NEOs and other designated executive officers are subject to stock ownership requirements which further align their interests with stockholders. |
![]() | | | Maintain compensation recovery policies and practices, including a Nasdaq-compliant Compensation Recovery Policy, as well as compensation recovery provisions (including upon events of fraud or detrimental conduct that causes reputational harm to the Company) in its equity compensation plan and related award agreements and severance arrangements. |
![]() | | | The Severance agreements with the NEOs have a “double trigger” in connection with any severance benefits payable following a change of control. |
![]() | | | We provide no material perquisites. |
![]() | | | We review tally sheets for each executive annually to ensure there is sufficient retention capability built into the pay package, and that the NEOs have similar interests as stockholders. |
![]() | | | Our executive officers and directors are prohibited from hedging Company shares. |
![]() | | | The individual equity grant agreements prohibit the pledging or assignment of stock grants. We have also adopted a Hedging and Pledging Policy that has full restrictions on pledging, assignment of stock grants and establishment of margin accounts. |
![]() | | | Our 2018 Incentive Plan prohibits the repricing of equity awards or cash-buyout of underwater stock options and PSAs. |
![]() | | | Our 2018 Incentive Plan does not allow the recycling of shares used to exercise options or sold to pay withholding taxes. |
![]() | | | We do not issue dividend payments on unvested equity awards. |
![]() | | | We do not provide tax gross-ups. |
42 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
• | | | Executive Chair:* | | | | | | 5x |
• | | | CEO: | | | | | 5x | |
• | | | Other NEOs: | | | | | | 2x |
• | | | Other designated executives: | | | | | 1x |
* | While the policy references an Executive Chair, that position is currently vacant, and we do not currently intend to fill that position. |
2024 Proxy Statement | | | ![]() | | | 43 |
EXECUTIVE COMPENSATION |
| | Compensation Element | | | Purpose | | | Design | | | ||
Fixed Component | | | Base Salary | | | Provide a pay opportunity that is generally competitive with other companies with which we compete for talent | | | Based on performance, length of time in position and pay relative to market | | | |
| | | | | | | | |||||
Short-Term Incentive Performance-Based Component | | | Annual Incentive Plan | | | Optimize the profitability and growth of the Company through incentives consistent with the Company’s goals Link and align the personal interests of participants with an incentive for excellence in individual performance Promote collaboration and teamwork | | | Financial performance targets are established at the beginning of each fiscal year Actual awards will be based on the performance of the Company and the executive against the fiscal year’s goals 80% of award based on financial targets and 20% based on individual performance | | ||
| | | | | | | | |||||
Long-Term Incentive Performance-Based Component | | | Long-Term Incentive Equity Awards | | | Enhance the link between the creation of stockholder value and long-term executive incentive compensation Encourage participants to focus on long-term Company performance Provide an opportunity for increased equity ownership by executives and provide a retention tool for key talent | | | Grants are performance-based and time-based as follows: 50% performance based = PSAs with 3-year cliff vesting based on performance metrics • 2-year adjusted EPS goal • 3-year rTSR goal as a modifier 50% time based = RSUs with back-loaded 3-year vesting at 25%, 25%, 50% per year | | ||
| | | | | | |
44 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
• | Size: We aim for the overall peer group median to approximate our revenue, and we generally select peers between 0.5x to 2.5x of our revenue. In some instances, a peer may fall outside this range if it is otherwise deemed a strong business and talent comparator. |
• | Similar business characteristics: Selected peer companies either compete with us or have similar market demands. |
• | Talent pool: Selected peer companies compete with us for talent. |
• | External constituents: Some selected peer companies were named by our equity research analysts as peers or are other companies that identify ICF as a peer. |
• | Sectors: In addition to focusing on Professional Services (our designated Global Industry Classification Standard), other relevant sectors, including IT Services, Health Care Technology and Commercial Services were also reviewed. |
2024 Proxy Statement | | | ![]() | | | 45 |
EXECUTIVE COMPENSATION |
Number | | | Company Name | | | 2023 Revenue(1) (millions) |
1 | | | Booz Allen Hamilton Holding Corporation | | | 9,259 |
2 | | | Science Applications International Corporation | | | 7,444 |
3 | | | CACI International Inc. | | | 6,703 |
4 | | | Maximus, Inc. | | | 4,905 |
5 | | | Tetra Tech, Inc. | | | 4,523 |
6 | | | FTI Consulting Inc. | | | 3,489 |
7 | | | Unisys Corporation | | | 2,015 |
| | ICF International, Inc. | | | 1,963 | |
8 | | | CBIZ, Inc. | | | 1,591 |
9 | | | Huron Consulting Group Inc. | | | 1,399 |
10 | | | VSE Corporation | | | 860 |
11 | | | Resources Connection, Inc. | | | 776 |
12 | | | CRA International Inc. | | | 624 |
13 | | | Exponent Inc. | | | 537 |
14 | | | ManTech International Corporation | | | * |
(a) | the provision of other services to the Company by Aon (including, without limitation, the engagement of Aon by the Governance and Nominating Committee); |
(b) | the fees to be paid to Aon by the Committee and by the Governance and Nominating Committee; |
(c) | the policies and procedures of Aon that are designed to prevent conflicts of interest; |
(d) | any business or personal relationship between Aon and a member of the Committee; |
(e) | any stock of the Company owned by Aon or the Aon personnel providing services to the Committee; and |
(f) | any business or personal relationships between the executive officers of the Company and Aon or the Aon personnel providing services to the Committee. |
46 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
ANNUAL BASE SALARY | |||||||||
Executive | | | 2022 Base Salary | | | 2023 Base Salary | | | 2023 % Increase |
John Wasson | | | $970,000 | | | $1,008,800 | | | 4.0% |
James Morgan | | | $616,044 | | | $640,685 | | | 4.0% |
Barry Broadus | | | $450,000 | | | $468,000 | | | 4.0% |
Anne Choate | | | $475,175 | | | $500,000 | | | 5.2% |
Mark Lee | | | $486,200 | | | $550,000 | | | 13.1% |
ANNUAL INCENTIVE PLAN TARGETS (as a percentage of Base Salary) | ||||||
Executive | | | 2022 Target | | | 2023 Target |
John Wasson | | | 115% | | | 125% |
James Morgan | | | 70% | | | 80% |
Barry Broadus | | | 70% | | | 70% |
Anne Choate | | | 50% | | | 50% |
Mark Lee | | | 50% | | | 60% |
2024 Proxy Statement | | | ![]() | | | 47 |
EXECUTIVE COMPENSATION |
2023 FINANCIAL PERFORMANCE FACTORS - CORPORATE | |||||||||||||||
| | Performance Range | | | Threshold Payout | | | Target Payout | | | Maximum Payout | | | Weighting | |
Adjusted EPS | | | 85% - 115% | | | 50% | | | 100% | | | 200% | | | 50% |
Company Gross Revenue | | | 80% - 125% | | | 40% | | | 100% | | | 125% | | | 30% |
| | Total Financial Goals: | | | 80% |
2023 FINANCIAL PERFORMANCE FACTORS – GROUP LEADER | |||||||||||||||
| | Performance Range | | | Threshold Payout | | | Target Payout | | | Maximum Payout | | | Weighting | |
Adjusted EPS | | | 85% - 115% | | | 50% | | | 100% | | | 200% | | | 30% |
Company Gross Revenue | | | 80% - 125% | | | 40% | | | 100% | | | 125% | | | 15% |
Group Gross Revenue | | | 80% - 125% | | | 40% | | | 100% | | | 125% | | | 10% |
Group Operating Margin | | | 85% - 115% | | | 50% | | | 100% | | | 200% | | | 25% |
| | Total Financial Goals: | | | 80% |
2023 FINANCIAL PERFORMANCE GOALS | ||||||||||||
| | 2023(2) | ||||||||||
| | Threshold | | | Target | | | Maximum | | | Actual | |
Adjusted EPS (1) | | | $4.94 | | | $5.81 | | | $6.68 | | | $5.68 |
Company Gross Revenue | | | $ 1,570.0 | | | $1,962.5 | | | $2,453.1 | | | $1,963.2 |
FINANCIAL PERFORMANCE FACTORS – RESULTS | ||||||
Executive | | | Target | | | Actual |
John Wasson | | | 80% | | | 76.28% |
James Morgan | | | 80% | | | 76.28% |
Barry Broadus | | | 80% | | | 76.28% |
Anne Choate (1) | | | 80% | | | 82.51% |
Mark Lee (1) | | | 80% | | | 63.70% |
(1) | Ms. Choate and Mr. Lee’s actual results are slightly different due to Group performance factors. |
• | Implement strategic organic growth initiatives and identification and successful integration of acquisitions; |
• | Evolve enterprise systems, technology and processes with measurable impacts; and |
• | Ensure ICF has an appropriate depth of talent ready to succeed the top two (2) levels of senior leaders. |
48 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
INDIVIDUAL PERFORMANCE FACTORS – RESULTS | ||||||
Executive | | | Target | | | Actual |
John Wasson | | | 20% | | | 20.0% |
James Morgan | | | 20% | | | 20.0% |
Barry Broadus | | | 20% | | | 17.0% |
Anne Choate | | | 20% | | | 18.5% |
Mark Lee | | | 20% | | | 14.0% |
Executive | | | Actual Results as % of Target | | | 2023 Bonus |
John Wasson | | | 96.28% | | | $1,214,130 |
James Morgan | | | 96.28% | | | $493,492 |
Barry Broadus | | | 93.28% | | | $305,582 |
Anne Choate | | | 101.01% | | | $252,528 |
Mark Lee | | | 77.70% | | | $256,405 |
• | enhance the link between the creation of stockholder value and long-term executive incentive compensation; |
• | encourage participants to focus on long-term Company performance; |
• | provide an opportunity for increased equity ownership by executives; |
• | provide a retention tool for key talent; and |
• | maintain competitive levels of long-term incentive compensation. |
Performance Level vs. Adjusted EPS Goal | | | % of Payout |
Maximum | | | 150% |
Target | | | 100% |
Threshold | | | 50% |
<Threshold | | | 0% |
rTSR Performance Level vs. Compensation Peer Group | | | Modifier of Adjusted EPS Result |
Maximum – 75th percentile | | | 125% |
Target – 50th percentile | | | 100% |
Threshold – 25th percentile | | | 75% |
2024 Proxy Statement | | | ![]() | | | 49 |
EXECUTIVE COMPENSATION |
1. | Dividing the target dollar value of the annual equity grant by two (2) to determine the amount to be granted as RSUs, with the other half to be delivered as PSAs. |
2. | Dividing the resulting RSU and PSA grant target values by the average share price of ICF stock over the twenty (20)-day period up to and including the grant date to arrive at the number of RSUs and PSAs to be granted, rounding down to the nearest whole share. The Committee approves annual awards at a pre-determined quarterly meeting of the Committee, and such awards are effective at a pre-determined date. |
2023 EXECUTIVE LONG-TERM EQUITY TARGETS | ||||||
EXECUTIVE | | | 2022 EQUITY TARGET | | | 2023 EQUITY TARGET |
John Wasson | | | 270% | | | 325% |
James Morgan | | | 155% | | | 175% |
Barry Broadus | | | 125% | | | 125% |
Anne Choate | | | 60% | | | 90% |
Mark Lee | | | 70% | | | 100% |
50 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
| | RSU EQUITY AWARDS (1) | | | PSA EQUITY AWARDS (1) | | | TOTAL EQUITY AWARDS | ||||||||||
| | Grant Date Fair Value | | | Underlying Shares (#) | | | Grant Date Fair Value | | | Underlying Shares (#) | | | Grant Date Fair Value | | | Underlying Shares (#) | |
John Wasson, Chair, President and CEO | | | $1,647,070 | | | 15,353 | | | $1,775,882 | | | 15,353 | | | $3,422,952 | | | 30,706 |
James Morgan, Executive Vice President and COO | | | 563,220 | | | 5,250 | | | 607,268 | | | 5,250 | | | 1,170,488 | | | 10,500 |
Barry Broadus, Executive Vice President and CFO | | | 293,840 | | | 2,739 | | | 316,820 | | | 2,739 | | | 610,660 | | | 5,478 |
Anne Choate, Executive Vice President – Energy, Environment and Infrastructure | | | 743,101 | | | 6,028 | | | 243,717 | | | 2,107 | | | 986,818 | | | 8,135 |
Mark Lee, Executive Vice President and Chief Technology Executive | | | 276,246 | | | 2,575 | | | 297,850 | | | 2,575 | | | 574,096 | | | 5,150 |
(1) | Represents the target grant date fair value computed in accordance with FASB ASC Topic 718. |
2024 Proxy Statement | | | ![]() | | | 51 |
EXECUTIVE COMPENSATION |
• | Eligible employees may elect to contribute up to seventy percent (70%) of their eligible compensation as salary deferral contributions to the plan, subject to statutory limits. |
• | We make matching contributions each pay period equal to one hundred percent (100%) of an employee’s 401(k) contributions up to the first three (3%)of the employee’s compensation. We also make matching contributions equal to fifty percent (50%) of the employee’s 401(k) contributions up to the next two (2%) of the employee’s compensation. |
• | We do not make matching contributions for employee 401(k) contributions in excess of five percent (5%) of the employee’s compensation. |
52 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
Name and principal position (a) | | | Year (b) | | | Salary ($) (1) (c) | | | Stock Awards ($)(2) (d) | | | Non-Equity Incentive Compensation (3) (e) | | | All Other Compensation ($)(4) (f) | | | Total ($) (g) |
John Wasson | | | 2023 | | | 1,008,800 | | | 3,422,952 | | | 1,214,130 | | | 15,576 | | | 5,661,458 |
Chair, President and CEO | | | 2022 | | | 970,000 | | | 2,744,047 | | | 1,119,914 | | | 14,420 | | | 4,848,381 |
| | 2021 | | | 900,000 | | | 2,324,936 | | | 1,160,035 | | | 13,976 | | | 4,398,947 | |
| | | | | | | | | | | | |||||||
James Morgan | | | 2023 | | | 640,685 | | | 1,170,488 | | | 493,492 | | | 14,027 | | | 2,318,692 |
Executive Vice President | | | 2022 | | | 616,044 | | | 1,000,317 | | | 440,121 | | | 12,651 | | | 2,069,133 |
and COO | | | 2021 | | | 590,929 | | | 810,007 | | | 488,146 | | | 12,198 | | | 1,901,280 |
| | | | | | | | | | | | |||||||
Barry Broadus | | | 2023 | | | 468,000 | | | 610,660 | | | 305,592 | | | 15,576 | | | 1,399,828 |
Executive Vice President and CFO | | | 2022 | | | 450,000 | | | 796,309 | | | 286,399 | | | 14,302 | | | 1,547,010 |
| | 2021 | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | |
| | | | | | | | | | | | |||||||
Anne Choate(5) | | | 2023 | | | 500,000 | | | 986,818 | | | 252,528 | | | 14,028 | | | 1,753,374 |
Executive Vice President and Group Leader, | | | 2022 | | | 475,175 | | | 248,919 | | | 225,338 | | | 12,740 | | | 962,172 |
Energy, Environment and Infrastructure | | | 2021 | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
| | | | | | | | | | | | |||||||
Mark Lee | | | 2023 | | | 550,000 | | | 574,096 | | | 256,405 | | | 14,028 | | | 1,394,529 |
Former Executive Vice President and | | | 2022 | | | 486,200 | | | 868,180 | | | 251,233 | | | 9,974 | | | 1,615,587 |
Chief Technology Executive | | | 2021 | | | 467,500 | | | 246,363 | | | 276,881 | | | 9,498 | | | 1,000,242 |
| | | | | | | | | | | | |
(2) | The amounts reported in the “Stock Awards” column (d) of the table above reflect the aggregate grant date fair value of RSUs and PSAs. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. For a discussion of the methodologies used to value the awards reported in the “Stock Awards” column (d), please see the discussion of stock awards contained in Note 15 – Accounting for Stock-Based Compensation in our consolidated financial statements included in our 2023 Form 10-K. |
2024 Proxy Statement | | | ![]() | | | 53 |
EXECUTIVE COMPENSATION |
Name | | | 2023 Grant Date Fair Value PSAs at Target Payout ($) (reflected in table) | | | 2023 Grant Date Fair Value PSAs at Maximum Payout ($) |
John Wasson | | | 1,775,882 | | | 3,329,779 |
James Morgan | | | 607,268 | | | 1,138,628 |
Barry Broadus | | | 316,820 | | | 594,038 |
Anne Choate | | | 243,717 | | | 456,969 |
Mark Lee | | | 297,850 | | | 558,469 |
(3) | Amounts shown consist of cash payouts under the Annual Incentive Plan. |
(4) | Details of the amounts reported in the “All Other Compensation” column for 2023 are provided in the table below. |
| | John Wasson | | | James Morgan | | | Barry Broadus | | | Anne Choate | | | Mark Lee | |
Imputed Income | | | $2,376 | | | $1,548 | | | $2,376 | | | $828 | | | $828 |
Employer Contributions to 401(k) Plan | | | 13,200 | | | 12,479 | | | 13,200 | | | 13,200 | | | 13,200 |
Total | | | 15,576 | | | 14,027 | | | 15,576 | | | 14,028 | | | 14,028 |
(5) | Ms. Choate received a special retention grant in the form of RSUs issued on November 7, 2023, which will vest in three (3) installments: a twenty-five percent (25%) installment on each of November 7, 2024 and November 7, 2025, and a fifty percent (50%) installment on November 7, 2026.The closing price on the Nasdaq Stock Market of the Company’s common stock on the grant date of November 7, 2023 was $131.87. |
Name | | | Grant Date | | | Award Type | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All Other Stock Awards Number of; Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock Awards ($) | ||||||
| | Target ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||
John Wasson | | | | | AIP | | | $1,261,000 | | | | | | | | | | | ||||||
| 3/20/2023 | | | PSA (5) | | | | | 5,757 | | | 15,353 | | | 28,787 | | | | | 1,775,882 | ||||
| 3/20/2023 | | | RSU(3) | | | | | | | | | | | 15,353 | | | 1,647,070 | ||||||
James Morgan | | | | | AIP | | | $512,548 | | | | | | | | | | | ||||||
| 3/20/2023 | | | PSA (5) | | | | | 1,969 | | | 5,250 | | | 9,844 | | | | | 607,268 | ||||
| 3/20/2023 | | | RSU(3) | | | | | | | | | | | 5,250 | | | 563,220 | ||||||
Barry Broadus | | | | | AIP | | | $327,600 | | | | | | | | | | | ||||||
| 3/20/2023 | | | PSA (5) | | | | | 1,027 | | | 2,739 | | | 5,136 | | | | | 316,820 | ||||
| 3/20/2023 | | | RSU(3) | | | | | | | | | | | 2,739 | | | 293,840 | ||||||
Anne Choate | | | | | AIP | | | $250,000 | | | | | | | | | | | ||||||
| 3/20/2023 | | | PSA(5) | | | | | 790 | | | 2,107 | | | 3,951 | | | | | 243,717 | ||||
| 3/20/2023 | | | RSU(3) | | | | | | | | | | | 2,107 | | | 226,039 | ||||||
| 11/7/2023 | | | RSU(4) | | | | | | | | | | | 3,921 | | | 517,062 | ||||||
Mark Lee | | | | | AIP | | | $330,000 | | | | | | | | | | | ||||||
| 3/20/2023 | | | PSA (5) | | | | | 966 | | | 2,575 | | | 4,828 | | | | | 297,850 | ||||
| 3/20/2023 | | | RSU(3) | | | | | | | | | | | 2,575 | | | 276,246 |
54 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
(2) | The PSAs in these columns represent the threshold, target, and maximum number of shares issuable under the 2023 performance program. The final payout is subject to the achievement of the performance goals. |
(3) | These RSU awards, granted pursuant to the annual equity grant, vest in three (3) installments, a twenty-five percent (25%) installment on each of March 20, 2024, and March 20, 2025, and a fifty percent (50%) installment on March 20, 2026. The closing price on the Nasdaq Stock Market of the Company’s common stock on the grant date of March 20, 2023, was $107.28. |
(4) | Ms. Choate received a special retention grant in the form of RSUs issued on November 7, 2023, which will vest in three (3) installments, a twenty-five percent (25%) installment on each of November 7, 2024, and November 7, 2025, and a fifty percent (50%) installment on November 7, 2026. The closing price on the Nasdaq Stock Market of the Company’s common stock on the grant date of November 7, 2023 was $131.87. |
(5) | The grant date fair value for the PSAs, which are subject to performance conditions, is based on the probable outcome of the performance conditions. As of the date hereof, the probable outcome of the performance conditions is the achievement of target performance. The grant date fair value of $115.67 was determined by using the Monte Carlo simulation model and is based on the closing price on the Nasdaq Stock Market of our common stock of $107.28 on the March 20, 2023 grant date. |
2024 Proxy Statement | | | ![]() | | | 55 |
EXECUTIVE COMPENSATION |
| | Stock Awards | ||||||||||
| | RSUs | | | Performance Shares | |||||||
Name | | | Number of Shares or Units or Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
John Wasson | | | 6,294 (5) | | | 843,962 | | | 17,603 (2) | | | 2,360,386 |
| | | 11,079 (6) | | | 1,485,583 | | | 17,646 (3) | | | 2,366,152 |
| | 15,353 (7) | | | 2,058,684 | | | 15,353 (4) | | | 2,058,684 | |
James Morgan | | | 2,193 (5) | | | 294,059 | | | 6,132 (2) | | | 822,240 |
| | | 4,038 (6) | | | 541,455 | | | 6,432 (3) | | | 862,467 |
| | 5,250 (7) | | | 703,973 | | | 5,250 (4) | | | 703,973 | |
| | 3,031 (8) | | | 406,427 | | | | | |||
Barry Broadus | | | 2,379 (6) | | | 319,000 | | | 0 (2) | | | 0 |
| | | 2,739 (7) | | | 367,273 | | | 3,789 (3) | | | 508,067 |
| | 1,692 (6) | | | 226,880 | | | 2,739 (4) | | | 367,273 | |
Anne Choate | | | 473 (5) | | | 63,425 | | | 1,324 (2) | | | 177,535 |
| | | 1,005 (6) | | | 134,760 | | | 1,600 (3) | | | 214,544 |
| | | 2,107 (7) | | | 282,528 | | | 2,107 (4) | | | 282,528 |
| | 2,096 (8) | | | 281,053 | | | | | |||
| | 3,921 (10) | | | 525,767 | | | | | |||
Mark Lee | | | 667 (5) | | | 89,438 | | | 1,865 (2) | | | 250,078 |
| | | 1,439 (6) | | | 192,956 | | | 2,292 (3) | | | 307,334 |
| | 2,575 (7) | | | 345,282 | | | 2,575 (4) | | | 345,282 | |
| | 2,374 (8) | | | 318,330 | | | | | |||
| | 3,598 (9) | | | 482,456 | | | | |
(2) | Represents PSAs granted on March 20, 2021, for the 2021-2023 performance period. The PSAs were earned and paid out in shares of ICF stock at the end of the three (3)-year performance period, based upon the performance of two metrics (PSA Adjusted EPS and rTSR). The number of shares of stock shown in this column is the actual number of shares earned and paid out at 139.83% of the target. The performance achievement was approved by the Human Capital Committee and the shares were released on January 16, 2024. |
(3) | Represents PSAs granted on March 20, 2022, for the 2022-2024 performance period. The PSAs are earned and paid out in shares of ICF stock at the end of the three (3)-year performance period, based upon the performance of two metrics (PSA Adjusted EPS and rTSR). The Initial Performance Period, which is based on PSA Adjusted EPS, began on January 1, 2022, and ended on December 31, 2023. On February 14, 2024, the Human Capital Committee approved the PSA Adjusted EPS of $4.94 which results in a payout of 119.46% of the target. This percentage will be further modified by the rTSR performance factor for the Secondary Performance Period. The Secondary Performance Period began on January 1, 2022 and will end on December 31, 2024. The rTSR will be applied as a modifier to the PSA Adjusted EPS metric, as a multiplier ranging from seventy-five percent (75%) to one hundred twenty-five percent (125%). The number of shares of stock shown in this column is based on the actual PSA Adjusted EPS level of performance at one hundred nineteen point four six percent (119.46%) of target and the rTSR performance at one hundred percent (100%) of target. |
56 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
(4) | Represents PSAs granted on March 20, 2023 for the 2023-2025 performance period. The PSAs are earned and paid out in shares of ICF stock at the end of the three (3)-year performance period based upon the performance of two (2) metrics (PSA Adjusted EPS and rTSR), subject to the Human Capital Committee’s approval. The number of shares of stock shown in this column is based on the target level of performance (one hundred percent (100%)) as both the Initial Performance Period and the Secondary Performance Period have not been finalized. |
(5) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on each of March 20, 2022 and March 20, 2023, and a fifty percent (50%) installment on March 20, 2024. |
(6) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on each of March 20, 2023 and March 20, 2024, and a fifty percent (50%) installment on March 20, 2025. |
(7) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on each of March 20, 2024 and March 20, 2025, and a fifty percent (50%) installment on March 20, 2026. |
(8) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on each of November 5, 2022 and November 5, 2023, and a fifty percent (50%) installment on November 5, 2024. |
(9) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on November 8, 2023 and November 8, 2024, and a fifty percent (50%) installment on November 8, 2025. |
(10) | These unvested shares are time-based RSUs that vest in three (3) installments: a twenty-five percent (25%) installment on each of November 7, 2024 and November 7, 2025, and a fifty percent (50%) installment on November 7, 2026. |
| | Stock Awards | ||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) |
John Wasson | | | 25,582 | | | 2,651,561 |
James Morgan | | | 11,989 | | | 1,276,007 |
Barry Broadus | | | 1,357 | | | 145,579 |
Anne Choate | | | 3,072 | | | 341,423 |
Mark Lee | | | 5,079 | | | 588,122 |
2024 Proxy Statement | | | ![]() | | | 57 |
EXECUTIVE COMPENSATION |
| | Executive Contributions in 2023 FY (1) | | | Company Contributions for 2023 FY | | | Aggregate Earnings in 2023 FY | | | Aggregate Distributions in 2023 FY | | | Aggregate Balance at 12/31/2023 | |
John Wasson | | | $ 373,736 | | | - | | | $ 585,796 | | | - | | | $ 4,513,573 |
James Morgan | | | - | | | - | | | - | | | - | | | - |
Barry Broadus | | | - | | | - | | | - | | | - | | | - |
Anne Choate | | | - | | | - | | | - | | | - | | | - |
Mark Lee | | | - | | | - | | | - | | | - | | | - |
58 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
| | Pro Rata Bonus at Target ($) | | | Severance ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Equity Awards ($)(1)(2) | |
J. Wasson | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 1,261,000 | | | 4,539,600 | | | 46,405 | | | 6,000 | | | 11,948,493 |
Death or Disability | | | 1,261,000 | | | 0 | | | 0 | | | 0 | | | 11,520,633 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 7,560,264 |
(1) | Based upon a value per share of $134.09, which was the closing price on the Nasdaq Stock Market of the Company’s common stock on December 31, 2023. |
(2) | rTSR in December 2023 was calculated to be one hundred eleven percent (111%) for the 2022 grant and one hundred twenty-five percent (125%) for the 2023 grant. |
2024 Proxy Statement | | | ![]() | | | 59 |
EXECUTIVE COMPENSATION |
Name | | | Pro Rata Bonus at Target ($) | | | Severance ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Equity Awards ($)(1)(2) |
J. Wasson | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 1,261,000 | | | 6,809,400 | | | 69,607 | | | 6,000 | | | 11,520,633 |
Death or Disability | | | 1,261,000 | | | 0 | | | 0 | | | 0 | | | 11,520,633 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 7,560,264 |
(1) | Based upon a value per share of $134.09, which was the closing price on the Nasdaq Stock Market of the Company’s common stock on December 31, 2023. |
(2) | rTSR in December 2023 was calculated to be one hundred eleven percent (111%) for the 2022 grant and one hundred twenty-five percent (125%) for the 2023 grant. |
• | Twelve (12) months of severance pay calculated based on the executive’s base salary at the time of termination, payable commencing within sixty (60) days after termination and in accordance with the Company’s normal payroll practices; |
• | The sum of (a) the executive’s target bonus for the year in which the executive’s employment was involuntarily terminated, plus (b) a prorated share of the executive’s target bonus for the year in which the executive’s employment was involuntarily terminated based on the number of full months in the final calendar year in which the executive was employed, payable in a lump sum within ninety (90) days after termination; |
• | The option to continue the executive’s health insurance coverage in accordance with COBRA, with the monthly COBRA premiums for the executive and dependents during the severance payment period being equal to the amount the executive would have paid each month for such group health plan coverage had the executive remained actively employed, which premiums will be payable by the executive, such benefit to cease if the executive becomes employed and is eligible to receive group health plan coverage from the new employer; and |
• | The option to participate in a six(6)-month executive career transition service. |
60 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
• | Twenty-four (24) months of severance pay calculated based on the executive’s base salary at the time of termination, payable commencing within sixty (60) days after termination and in accordance with the Company’s normal payroll practices; |
• | The executive’s target bonus for the year in which the executive’s employment was involuntarily terminated, payable in a lump sum within ninety (90) days after termination; |
• | The option to continue the executive’s health insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), with the monthly COBRA premiums for the executive and dependents during the severance payment period being equal to the amount the executive would have paid each month for such group health plan coverage had the executive remained actively employed, which premiums will be payable by the executive, such benefit to cease if the executive becomes employed and is eligible to receive group health plan coverage from a new employer; and |
• | The option to participate in a six (6)-month executive career transition service. |
Name | | | Bonus Payment ($) | | | Salary Continuation ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
J. Morgan | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause | | | 512,548 | | | 640,685 | | | 16,359 | | | 3,000 | | | 1,753,879 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,449,622 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,753,879 |
Name | | | Bonus Payment ($) | | | Salary Continuation ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
B. Broadus | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause | | | 327,600 | | | 468,000 | | | 9,246 | | | 3,000 | | | 529,027 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,844,364 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 529,027 |
Name | | | Bonus Payment ($) | | | Salary Continuation ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
A. Choate | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause | | | 250,000 | | | 500,000 | | | 0 | | | 3,000 | | | 454,093 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 2,017,672 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 454,093 |
2024 Proxy Statement | | | ![]() | | | 61 |
EXECUTIVE COMPENSATION |
Name | | | Bonus Payment ($) | | | Salary Continuation ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
M. Lee | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause | | | 330,000 | | | 550,000 | | | 16,337 | | | 3,000 | | | 621,416 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 2,395,765 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 621,416 |
(1) | Based upon a value per share of $134.09, which was the closing price on the Nasdaq Stock Market of the Company’s common stock on December 31, 2023. |
(2) | Interim rTSR in December 2023 was calculated to be one hundred eleven percent (111%) for the 2022 grant and one hundred twenty-five percent (125%) for the 2023 grant. |
Name | | | Pro Rata Bonus Target ($) | | | Severance Payment ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
J. Morgan | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 1,025,096 | | | 1,281,370 | | | 24,538 | | | 3,000 | | | 4,449,622 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 4,449,622 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,753,879 |
Name | | | Pro Rata Bonus Target ($) | | | Severance Payment ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
B. Broadus | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 655,200 | | | 936,000 | | | 13,864 | | | 3,000 | | | 1,844,364 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 1,844,364 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 529,027 |
Name | | | Pro Rata Bonus Target ($) | | | Severance Payment ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
A. Choate | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 500,000 | | | 1,000,000 | | | 0 | | | 3,000 | | | 2,017,672 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 2,017,672 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 454,093 |
Name | | | Pro Rata Bonus Target ($) | | | Severance Payment ($) | | | Welfare Benefits ($) | | | Outplacement Services ($) | | | Unvested Awards ($)(1)(2) |
M. Lee | | | | | | | | | | | |||||
With Cause | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 |
Without Cause or for Good Reason | | | 660,000 | | | 1,100,000 | | | 24,505 | | | 3,000 | | | 2,395,765 |
Death or Disability | | | 0 | | | 0 | | | 0 | | | 0 | | | 2,395,765 |
Retirement | | | 0 | | | 0 | | | 0 | | | 0 | | | 621,416 |
(1) | Based upon a value per share of $134.09, which was the closing price on the Nasdaq Stock Market of the Company’s common stock on December 31, 2023. |
(2) | Interim rTSR in December 2023 was calculated to be one hundred eleven percent (111%) for the 2022 grant and one hundred twenty-five percent (125%) for the 2023 grant. |
62 | | | ![]() | | | 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
2024 Proxy Statement | | | ![]() | | | 63 |
HUMAN CAPITAL COMMITTEE REPORT |
Human Capital Committee | |
/S/ Randall Mehl | |
Randall Mehl Human Capital Committee Chair | |
/S/ Marilyn Crouther | |
Marilyn Crouther | |
/S/ Cheryl W. Grisé | |
Cheryl W. Grisé | |
/S/ Scott Salmirs | |
Scott Salmirs |
64 | | | ![]() | | | 2024 Proxy Statement |
CEO PAY RATIO |
Median of the Annual Total Compensation of All Employees (except CEO) | | | Annual Total Compensation of CEO | | | Ratio of CEO Pay to Median Employee Pay |
(A) | | | (B) | | | (C) = (B)/(A) |
$82,663 | | | $5,661,458 | | | 68 |
(A) | Median employee’s compensation plus Company’s 401(k) contribution is used for the calculation. |
(B) | Data from the “Total” Column from the Summary Compensation Table disclosed for 2023 in this Proxy Statement. |
• | Cameroon: six (6) employees |
• | China: eight (8) employees |
• | Democratic Republic of the Congo: twenty-six (26) employees |
• | Germany: one (1) employe |
• | Kenya: sixteen (16) employees |
• | Liberia: eight (8) employees |
• | Madagascar: five (5) employees |
• | Mali: eight (8) employees |
• | Nepal: nine (9) employees |
• | Spain: four (4) employees |
2024 Proxy Statement | | | ![]() | | | 65 |
PAY VS. PERFORMANCE |
Year | | | Summary Compensation Table Total for CEO1 ($) | | | Compensation Actually Paid to CEO1,2,3,4 ($) | | | Average Summary Compensation Table Total for Non-CEO NEOs1 ($) | | | Average Compensation Actually Paid to Non-CEO NEOs1,2,3,4 ($) | | | Value of Initial Fixed $100 Investment based on:5 | | | Net Income ($ Millions) | | | Non-GAAP EPS6 | |||
| TSR ($) | | | Peer Group TSR ($) | | |||||||||||||||||||
2023 | | | | | | | | | | | | | | | | | $ | |||||||
2022 | | | | | | | | | | | | | | | | | | | $ | |||||
2021 | | | | | | | | | | | | | | | | | | | $ | |||||
2020 | | | | | | | | | | | | | | | | | | | $ |
2020 | | | 2021 | | | 2022 | | | 2023 |
Sudhakar Kesavan | | | James C. Morgan | | | James C. Morgan | | | James C. Morgan |
James C. Morgan | | | Bettina Welsh | | | Bettina Welsh | | | Barry Broadus |
Bettina Welsh | | | Sergio Ostria | | | Barry Broadus | | | Anne Choate |
Sergio Ostria | | | Mark Lee | | | Anne Choate | | | Mark Lee |
| | | | Mark Lee | | |
Year | | | Summary Compensation Table Total for CEO ($) | | | Exclusion of Stock Awards and Option Awards for CEO ($) | | | Inclusion of Equity Values for CEO ($) | | | Compensation Actually Paid to CEO ($) |
2023 | | | | | ( | | | | |
Year | | | Average Summary Compensation Table Total for Non-CEO NEOs ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs ($) | | | Average Inclusion of Equity Values for Non-CEO NEOs ($) | | | Average Compensation Actually Paid to Non-CEO NEOs ($) |
2023 | | | | | ( | | | | |
66 | | | ![]() | | | 2024 Proxy Statement |
PAY VS. PERFORMANCE |
Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for CEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for CEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for CEO ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for CEO ($) | | | Total - Inclusion of Equity Values for CEO ($) |
2023 | | | | | | | | | | | | |
Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-CEO NEOs ($) | | | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-CEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-CEO NEOs ($) | | | Total - Average Inclusion of Equity Values for Non-CEO NEOs ($) |
2023 | | | | | | | | | | | | |
2024 Proxy Statement | | | ![]() | | | 67 |
PAY VS. PERFORMANCE |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_pvpchart1x1.jpg)
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_pvpchart2x1.jpg)
68 | | | ![]() | | | 2024 Proxy Statement |
PAY VS. PERFORMANCE |
![](https://www.sec.gov/Archives/edgar/data/0001362004/000114036124022442/ny20019532x1_pvpchart3x1.jpg)
2024 Proxy Statement | | | ![]() | | | 69 |
STOCKHOLDERS’ PROPOSALS FOR THE 2025 ANNUAL MEETING |
| | ICF INTERNATIONAL, INC. | |
| | ![]() | |
| | James E. Daniel Corporate Secretary |
70 | | | ![]() | | | 2024 Proxy Statement |
ANNEX A |
| | $ | | | Actual Adjusted EPS | | | Diluted Shares | |
(all numbers in thousands, except Adjusted EPS) | | | | | | | |||
Net Income | | | 82,612 | | | 4.35 | | | 18,994 |
Impairment of long-lived assets(1) | | | 7,666 | | | 0.40 | | | 18.994 |
Acquisition and divestiture-related expenses(2) | | | 4,759 | | | 0.25 | | | 18,994 |
Severance and other costs related to staff realignment(3) | | | 6,366 | | | 0.33 | | | 18,994 |
Expenses related to facility consolidations and office closures(4) | | | 4,497 | | | 0.24 | | | 18,994 |
Pre-tax gain from divestiture of a business(5) | | | (5,712) | | | (0.30) | | | 18,994 |
Bonus expense(6) | | | 23,187 | | | 1.22 | | | 18,994 |
Income tax effects of the adjustments(7) | | | (15,397) | | | (0.81) | | | 18,994 |
Adjusted Balances | | | 107,978 | | | 5.68 | | | 18,994 |
(1) | Represents impairment of operating lease right-of-use and leasehold improvement assets associated with exit from certain facilities, and an intangible asset associated with exit of a business. |
(2) | These are primarily third-party costs related to acquisitions and potential acquisitions, integration of acquisitions, and separation of discontinued businesses or divestitures. |
(3) | These costs are mainly due to involuntary employee termination benefits for our officers, and employees who have been notified that they will be terminated as part of a business reorganization or exit. |
(4) | These are exit costs associated with terminated leases or full office closures that we either (i) will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, or (ii) paid upon termination and cease-use of the leased facilities, and accelerated depreciation related to fixed assets for planned office closures. |
(5) | Includes pre-tax gain of $2.5 million and of $3.2 million from the divestitures of our U.S. commercial marketing and Canadian mobile text aggregation businesses. |
(6) | Elimination of accrued incentive bonus of $23.2 million, as approved by the Committee, as part of net income as of December 31, 2023 to present the amount available for determination of the Annual Incentive Plan bonus. |
(7) | Income tax effects were calculated using the effective tax rate, adjusted for discrete items, of twenty two point eight percent (22.8%). |
2024 Proxy Statement | | | ![]() | | | 71 |
ANNEX B |
| | 2023 Adjusted EPS | | | 2022 Adjusted EPS | |
Diluted Earnings Per Share | | | $ 4.35 | | | $ 3.38 |
Impairment of long-lived assets(1) | | | 0.40 | | | 0.44 |
Acquisition and divestiture-related expenses(2) | | | 0.17 | | | 0.05 |
Severance and other costs related to staff realignment(3) | | | 0.33 | | | 0.33 |
Expenses related to facility consolidations and office closures(4) | | | 0.24 | | | 0.26 |
Expenses related to the transfer to our new corporate headquarters(5) | | | - | | | 0.44 |
Expenses related to our agreement for the sale of receivables(6) | | | - | | | 0.01 |
Pre-tax gain from divestiture of a business(7) | | | (0.30) | | | - |
Income tax effects of the adjustments(8) | | | (0.19) | | | (0.42) |
ESAC acquisition adjustment, net of tax(9) | | | - | | | (0.01) |
Creative acquisition adjustment, net of tax(9) | | | 0.03 | | | (0.03) |
SemanticBits acquisition adjustment, net of tax(9) | | | (0.24) | | | (0.09) |
Blanton acquisition adjustment, net of tax(9) | | | 0.08 | | | 0.06 |
Adjustment for impact of divestiture of businesses(9) | | | 0.07 | | | - |
PSA Adjusted Earnings Per Share | | | $4.94 | | | $4.42 |
(1) | Represents impairment of operating lease right-of-use and leasehold improvement assets associated with exit from certain facilities, and an intangible asset associated with exit of a business. |
(2) | These are primarily third-party costs related to acquisitions and potential acquisitions, integration of acquisitions, and separation of discontinued businesses or divestitures. |
(3) | These costs are mainly due to involuntary employee termination benefits for our officers, and employees who have been notified that they will be terminated as part of a business reorganization or exit. |
(4) | These are exit costs associated with terminated leases or full office closures that we either (i) will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, or (ii) paid upon termination and cease-use of the leased facilities, and accelerated depreciation related to fixed assets for planned office closures. |
(5) | These costs represent incremental non-cash lease expense associated with a straight-line rent accrual during the “free rent” period in the lease for our new corporate headquarters in Reston, Virginia. We took possession of the new facility during the fourth (4th) quarter of 2021, while also maintaining and incurring lease costs for the former headquarters in Fairfax, Virginia. The transition to the new corporate headquarters was completed in the fourth (4th) quarter of 2022. |
(6) | These costs include legal and structuring fees related to our 2022 Master Receivables Purchase Agreement with MUFG Bank, Ltd. put in place for the sale of our receivables. |
(7) | Includes pre-tax gain of $2.5 million and of $3.2 million from the divestitures of our U.S. commercial marketing and Canadian mobile text aggregation businesses. |
(8) | Income tax effects were calculated using the effective tax rate, adjusted for discrete items, of twenty two point eight percent (22.8%) for 2023 and twenty eight percent (28.0%) for 2022, respectively. |
(9) | The Committee approved these adjustments to neutralize the impacts of our recent divestitures on Adjusted EPS for performance shares for the previously awarded grants from 2021 and 2022. |
72 | | | ![]() | | | 2024 Proxy Statement |