DEF 14A of ICF International, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022442
Director Nominees
Director Nominees
Director Nominees
| 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 |
Where can I find the voting results of the Annual Meeting?
| 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. | | | | | | | | | | | | | | | | Integrity | Leadership | Relevant Industry | Financial | M&A | Technology/ Innovation | Commitment/ Collaboration |
Insperity, Inc., a professional employer organization (NYSE: NSP)
Insperity, Inc., a professional employer organization (NYSE: NSP)
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | Director (2017 to present) |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | Compensation Committee member (2018 to present) |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | Finance, Risk Management and Audit Committee member (2017 to 2018) |
Insperity, Inc., a professional employer organization (NYSE: NSP)
Current Non-Public Company Directorships
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | Krueger International, Director (2024 to present) |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | Eastbrook Academy, Vice Chairman (2020 to present) |
Insperity, Inc., a professional employer organization (NYSE: NSP)
Education
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | B.S. in Business Administration and Management, Bowling Green State University |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| | M.B.A., University of Chicago Graduate School of Business |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| 8 | | 2024 Proxy Statement |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| 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. | | | | | | | | | | | | | | | | | | | | Integrity | Governance | Leadership | Relevant Industry | Financial | M&A | Technology/ Innovation | Sales & Marketing | Commitment/ Collaboration |
Insperity, Inc., a professional employer organization (NYSE: NSP)
Career Highlights
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | Executive Director, (2015 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
Current Non-Public Directorships
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | Partnership for New York City, Board Member (2018 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | Outreach Project, Board Member (2007 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | Donate 8, Founding Board Member (2014 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | LiveOnNY, Board Member (2024 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | State University of New York College at Oneonta, Board Member, Board Advisory Council (2007 to present) |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
Education
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | B.S. in Economics, State University of New York at Oneonta |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| | M.B.A., State University of New York at Binghamton |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| 2024 Proxy Statement | | 9 |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
Directors Whose Term Expires in 2025 - Class I Director
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| 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 |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
Career Highlights
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Director, (2013 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Audit Committee, Chair (2013 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Past Public Company Directorships Novartis AG, a holding company organized under Swiss law and publicly traded on the SWX Swiss Stock Exchange and the NYSE (NYSE: NVS), in the form of American Depositary Shares
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Director, (2003 to 2021) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Audit and Compliance Committee member (2005 to present), Chair (2009 to 2016) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Compensation Committee member (2008 to 2021) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Risk Committee (2011 to present), Chair (2016 to 2021) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Education
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Ph.D. in Business, Masters in Statistics and Economics, Stanford University |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Bachelor of Science in math and economics, Bombay University, India |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| 10 | | 2024 Proxy Statement |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| 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 |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Career Highlights ICF International, Inc.
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Chair of the Board (2021 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | President and Chief Executive Officer (2019 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | President and Chief Operating Officer (2010 to 2019) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Chief Operating Officer (2003 to 2010) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Joined ICF in 1987 as an associate and in 1994 became an officer of the Company |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Current Non-Public Directorships
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Northern Virginia Technology Council, Board Member- (2018 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | The Flint Hill School, Member, Board of Trustees (2017 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
PAST NON-PUBLIC DIRECTORSHIPS
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | UC Davis Foundation, Board of Trustees (2018 to 2020) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Professional and Leadership Positions
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | University of California Davis College of Engineering, Member, Dean’s Executive Committee, (2014 to present) |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Education
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | University of California, Davis, Bachelor of Science degree in Chemical Engineering |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| | Massachusetts Institute of Technology, Master of Science degree in Technology and Policy Program |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| 2024 Proxy Statement | | 11 |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Directors whose Term Expires in 2026 - Class II Directors
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
| 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. | | | | | | | | | | | | | | | | | | | | | | Integrity | Governance | Leadership | Relevant Industry | Diversity | Financial | M&A | Technology/ Innovation | Sale & Marketing | Commitment/ Collaboration |
T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)
Career Highlights
Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses
Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses
Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses
| | CEO and Principal (2018 to present) |
Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses
DXC Technology,a global IT services and solutions leader (resulting from the merger of Hewlett Packard Enterprise-Enterprise Services and Computer Science Corporation) (NYSE: DXC)
Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses
| | Senior Vice President and General Manager, US Public Sector (2017 to 2018) |
Hewlett Packard Enterprise, an information technology company (NYSE: HPE)
Hewlett Packard Enterprise, an information technology company (NYSE: HPE)
Hewlett Packard Enterprise, an information technology company (NYSE: HPE)
| | Senior Vice President and General Manager (2015 to 2017) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Senior Vice President and General Manager, US Public Sector (2011 to 2015) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Vice President & CFO, US Public Sector (1999 to 2011) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Several other senior finance and accounting positions (1989 to 1999) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Current Public Company Directorships Capri Holdings Limited, a global fashion luxury group, consisting of iconic brands that are industry leaders in design, style, and craftsmanship. (NYSE: CPRI)
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Director (2021 to present) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Audit Committee member (2021 to present), Chair (2022 to present) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Compensation and Talent Committee member (2021 to present) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Current Non-Public Directorships
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Information Technology Senior Management Forum (2020 to present) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Past Non-Public Directorships
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Center for Innovative Technology (2017 to 2020) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Northern Virginia Technology Council, Vice Chair (2017 to 2018), Director (2012 to 2017) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Collaborate to Educate Our Sons (2018 to 2020) |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Education
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | B.S in Professional Accountancy, Mississippi State University |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Southern Methodist University Finance Certificate |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Thunderbird Executive Development Program, Arizona State University |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| | Harvard Business School, Corporate Director Certificate |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| 12 | | 2024 Proxy Statement |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| 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 |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
Career Highlights
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Senior Executive Vice President (2016 to 2017) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Chief Financial Officer (1998 to 2016) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Several other senior finance and accounting positions (1989 to 1998) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Current Public Company Directorships ManpowerGroup Inc.
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Director (2017 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Governance and Sustainability Committee member (2022 to present), Chair (2024 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Current Non-Public Directorships BMO Financial Corporation, a U.S. bank and financial holding company, and wholly-owned subsidiary of Bank of Montreal
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Director (2006 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Audit Committee member (2006 to present) Chair (2012 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Nominating & Governance Committee member (2012 to present), Chair (2017 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Risk Oversight Committee member (2006 to 2017) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Past Non-Public Directorships
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Milwaukee Youth Symphony Orchestra Director, (2007 to 2018) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Professional and Leadership Positions
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Leadership Council Member for Marquette University College of Business Administration (2007 to 2017) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Education
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | B.S. in Accounting, Marquette University |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | M.B.A. in Banking and Finance, University of Wisconsin - Madison |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| 2024 Proxy Statement | | 13 |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| 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 |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Career Highlights
Director Compensation Table for 2023
Director Compensation Table for 2023 The following table provides the compensation earned by individuals who served as non-employee directors of the Company during 2023.
Director Compensation Table for 2023
| 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 |
Director Compensation Table for 2023
| (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. |
Director Compensation Table for 2023
| (2) Represents the cash retainers and annual payments earned in 2023. |
Director Compensation Table for 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. |
Director Compensation Table for 2023
| (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. |
Director Compensation
Director Compensation The following discussion outlines the compensation that was earned by our non-employee directors during 2023. The compensation of our Board is evaluated from time to time by our Governance and Nominating Committee. Directors who are employed by us do not receive additional compensation for their service on the Board. All directors are entitled to reimbursement of expenses for attending each meeting of the Board and each committee meeting. All director compensation, other than the director equity grant, is paid in cash, on a quarterly basis in advance. Cash fees are pro-rated on the date of any directors’ departure from the Board for an upcoming quarter; provided, that a director that serves until the annual meeting of stockholders shall receive the full amount of cash fees for that quarter. Cash fees for new directors are pro-rated based upon the date of the director’s appointment to the Board.
Director Compensation
| 2024 Proxy Statement | | 27 |
Director Compensation
Cash retainer fees for 2023 were as follows:
Director Compensation
| 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 |
Director Compensation
The Board approved an increase in the annual cash retainer for non-employee directors in 2023, from $85,000 to $90,000 following consideration of a director pay study conducted by the Company’s independent compensation consultant. The study compared the Company’s director compensation program with those of comparable companies, including our established Peer Group, and determined it was appropriate to increase the retainer. In addition to the cash retainers, the directors are granted an annual equity award, in the form of a grant of restricted stock units, vesting quarterly over a one (1)-year period. The number of shares granted is determined by dividing $150,000 by the closing price on the Nasdaq Stock Market of the Company’s common stock on the first (1st) business day of July following the annual meeting of stockholders, with the award rounded down to the nearest whole share and the balance paid in cash.
Fiscal Year 2023 – Financial Highlights
| • | 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. |
Compensation Highlights
| • | 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. |
Compensation Highlights
| • | 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. |
Compensation Highlights
| • | Continued the annual review of NEO compensation against best practices and market data. |
What We Don’t Do
| | 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. |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives The fundamental objectives of the Company’s compensation philosophy remain: Reward performance and contribution to our business. Our compensation programs are designed to reward extraordinary performance with higher compensation. Likewise, where individual performance falls short of expectations and/or Company performance lags behind budgeted plan performance, the programs deliver lower or no payouts. Pay-for-performance and retention must be balanced. Although performance is a key element of the Company’s compensation philosophy, in order to attract and retain a highly skilled work force we must remain competitive with the pay of our peer companies with which we compete for talent. We assess competitiveness using a peer group where the Company’s revenue is close to the peer group median. In addition, we review market benchmarks for pay across several large global compensation surveys, regressed for our company size.
Use of Market Data
Use of Market Data ICF uses regressed survey data from several globally recognized compensation surveys to supplement peer group data. This is especially helpful in addressing NEO roles other than the CEO and CFO roles. The other executive roles are not always consistent with the third (3rd), fourth (4th) and fifth (5th) paid NEOs in proxy filings of our peers in the peer group. Therefore, market data is reviewed to support the peer group data.
Use of Peer Company Data
Use of Peer Company Data The Committee annually reviews our peer group and the methodology for choosing participating companies. The five (5) guiding principles used for the selection of peer companies are:
Use of Peer Company Data
| • | 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. |
Use of Peer Company Data
| • | Similar business characteristics: Selected peer companies either compete with us or have similar market demands. |
Use of Peer Company Data
| • | Talent pool: Selected peer companies compete with us for talent. |
Use of Peer Company Data
| • | 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. |
Use of Peer Company Data
| • | 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. |
Use of Peer Company Data
We believe the companies selected for our 2023 peer group, as listed below (the “2023 Peer Group”), continue to reflect our current mix of services.
Use of Peer Company Data
| 2024 Proxy Statement | | 45 |
Use of Peer Company Data
The following companies were used in Fall 2022 to assist with fiscal year 2023 pay decisions as our 2023 Peer Group.
Use of Peer Company Data
| 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 | * |
Use of Peer Company Data
Based on each company’s respective most recently completed fiscal year-end. * ManTech filed a proxy in April 2022 that disclosed recent NEO earnings, which we used in part to plan 2023 ICF NEO pay. They were acquired by Carlyle in September of 2022 and subsequently removed from the Peer Group.
Annual Compensation Practice Review
Annual Compensation Practice Review In anticipation of the upcoming executive compensation review cycle, the Committee continued its engagement of Aon Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its independent compensation consultant to assist the Committee in reviewing the Company’s compensation policies and practices for 2023. In particular, the Committee asked Aon to discuss current executive compensation trends and provide feedback regarding management’s competitive assessment for executive positions. For additional information regarding Aon and its relationship with the Committee see “Role of Compensation Consultants in Compensation Decisions” below. In making its compensation determinations, the Committee reviewed and assessed the analysis and recommendations of Company management. The Committee also requested the views of Aon and obtained an assessment of management’s analysis from management’s executive compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”). In connection with its evaluation of management’s recommendations, as well as its discussions with Aon and Semler Brossy, the Committee determined that, while the peer group compensation data was the appropriate primary focus, the Company does compete with many other companies for top executive-level talent. Thus, the peer group assessment is just one of many inputs into the Committee’s decisions. Role of Management in Compensation Decisions. In early 2023, the Committee made compensation determinations for all NEOs with respect to 2023 compensation. In the case of executives other than the CEO, the CEO reviewed the performance of the executive team, provided a summary of the fiscal year accomplishments by the executive team and Company as a whole to the Committee, and made recommendations to the Committee based on these reviews and an analysis of competitive market data. The Committee considered the performance of the Company and of the CEO and made recommendations to the Board regarding their compensation. The Committee considered input from the CEO with respect to the approval of compensation for the other NEOs. Role of Compensation Consultants in Compensation Decisions. In retaining Aon in 2023, the Committee determined, and periodically re-assesses such determination, that Aon’s engagement does not present any conflicts of interest. In making this determination, the Committee considered the following factors, consistent with SEC requirements:
Short-Term Incentive Compensation
Short-Term Incentive Compensation Both cash bonuses and equity awards are made pursuant to our 2018 Incentive Plan. The 2018 Incentive Plan is designed to: (a) optimize the profitability and growth of the Company through incentives consistent with the Company’s goals; (b) link and align the personal interests of participants with an incentive for excellence in individual performance; and (c) promote teamwork. Annual Incentive Plan for 2023. Based on the market alignment with peer group, market survey data, and performance the Committee concluded that target cash incentive awards as a percentage of base salary for the 2023 Company’s short-term incentive or management bonus program (the “Annual Incentive Plan”) would increase for Messrs. Wasson, Morgan, and Lee, as shown below.
Short-Term Incentive Compensation
| 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% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
Consistent with prior years, our 2023 Annual Incentive Plan is weighted eighty percent (80%) on financial performance tied to financial and strategic goals and weighted twenty percent (20%) on individual performance. The individual portion is contingent on achievement of non-financial goals approved by the Committee. For 2023, the payout opportunity for individual performance was capped at 100% of target. The Committee sets each of the goals at levels that it believes are attainable, but which still require consistently high-level performance by each executive. The financial portion (eighty percent (80%)) for NEOs excluding Mr. Lee and Ms. Choate is based on the following:
Short-Term Incentive 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% |
Short-Term Incentive Compensation
The financial portion (eighty percent (80%)) for Mr. Lee and Ms. Choate as Group Leaders is based on the following:
Short-Term Incentive Compensation
| 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% |
Short-Term Incentive Compensation
For 2023, we maintained a performance threshold for Gross Revenue of eighty percent (80%), which allows for a forty percent (40%) payout. Performance was measured on a straight-line interpolation between a threshold of eighty percent (80%) and ninety percent (90%), and any performance above ninety percent (90%) was measured on the straight-line interpolation between ninety percent (90%) and one hundred twenty-five percent (125%). Performance between threshold and maximum levels for all other performance factors in the 2023 Annual Incentive Plan is determined by straight-line interpolation between the targeted amounts. Performance below any threshold level results in no bonus amount for that performance factor. The 2023 Company performance factors and actual results, as described herein, are shown in the following table. Group specific goals are not disclosed, as doing so could cause competitive harm.
Short-Term Incentive Compensation
| 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 |
Short-Term Incentive Compensation
(1) See attached Annex A to this Proxy Statement for a description of the GAAP reconciliation. (2) All numbers except adjusted EPS are in $ millions and rounded up. Based on the Committee’s approval of adjusted financial results, the financial portion of the 2023 Annual Incentive Plan was earned as follows:
Short-Term Incentive Compensation
| 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% |
Short-Term Incentive Compensation
| (1) Ms. Choate and Mr. Lee’s actual results are slightly different due to Group performance factors. |
Short-Term Incentive Compensation
With respect to each NEO’s individual performance, the Committee’s payout determinations considered each executive’s contributions toward the individual non-financial goals established at the start of the year. Each NEO was assigned individual goals, including, but not limited to:
Short-Term Incentive Compensation
| • | Implement strategic organic growth initiatives and identification and successful integration of acquisitions; |
Short-Term Incentive Compensation
| • | Evolve enterprise systems, technology and processes with measurable impacts; and |
Short-Term Incentive Compensation
| • | Ensure ICF has an appropriate depth of talent ready to succeed the top two (2) levels of senior leaders. |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
In addition, Messrs. Wasson and Morgan have specific goals related to ESG factors, to enhance and communicate our commitment to a more sustainable planet and enhance the lives of our employees in the communities we serve. The Committee approved the following results for the individual performance portion of the NEOs’ compensation as follows:
Short-Term Incentive 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% |
Short-Term Incentive Compensation
The combination of financial and individual performance results, as approved by the Committee, resulted in the following 2023 Annual Incentive Plan earned amounts, paid in cash:
Short-Term Incentive Compensation
| 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 |
Long-Term Incentive Equity Awards
Long-Term Incentive Equity Awards Equity Awards. The long-term incentive equity awards component of the Company’s compensation program is designed to:
Long-Term Incentive Equity Awards
| • | enhance the link between the creation of stockholder value and long-term executive incentive compensation; |
Long-Term Incentive Equity Awards
| • | encourage participants to focus on long-term Company performance; |
Long-Term Incentive Equity Awards
| • | provide an opportunity for increased equity ownership by executives; |
Long-Term Incentive Equity Awards
| • | provide a retention tool for key talent; and |
Long-Term Incentive Equity Awards
| • | maintain competitive levels of long-term incentive compensation. |
Long-Term Incentive Equity Awards
In determining awards to the NEOs, the Committee considers current value and projected share usage. Equity awards vary among participants based on their positions within the Company, their individual contributions, and the value they have added to the organization. The NEOs’ annual long-term equity award is divided evenly with fifty percent (50%) weight on RSUs and fifty percent (50%) weight on PSAs. RSUs are focused on executive retention with three (3)-year ratable time-based vesting requirements and are settled in shares. PSAs are tied to the Company’s compounded annual growth rate in adjusted EPS and the Company’s cumulative total stockholder return relative to its compensation peer group (“rTSR”) and are also settled in shares. Performance Share Awards. The number of shares that the participant ultimately will receive in connection with a PSA is based on the Company’s performance during two (2) periods. The initial performance period (the “Initial Performance Period”) is two (2) years, from the beginning of year one (1) to the end of year two (2), and at the end of such period the PSA will be calculated based on Adjusted EPS (“PSA Adjusted EPS”). There will be no payout if PSA Adjusted EPS does not meet or exceed threshold performance.
Long-Term Incentive Equity Awards
| Performance Level vs. Adjusted EPS Goal | % of Payout | | Maximum | 150% | | Target | 100% | | Threshold | 50% | | <Threshold | 0% |
Long-Term Incentive Equity Awards
The secondary performance period (the “Secondary Performance Period”) is three (3) years, from the beginning of year one (1) to the end of year three (3), with the PSA further calculated and paid out at the end of such period based on rTSR multiplied by the Adjusted EPS payout calculation.
Long-Term Incentive Equity Awards
| rTSR Performance Level vs. Compensation Peer Group | Modifier of Adjusted EPS Result | | Maximum – 75th percentile | 125% | | Target – 50th percentile | 100% | | Threshold – 25th percentile | 75% |
Long-Term Incentive Equity Awards
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Long-Term Incentive Equity Awards
The PSA shares are eligible to vest only following the expiration of the Secondary Performance Period. Actual shares vested will be based on the actual financial measures and rTSR achieved within a range between thirty-seven point five percent (37.5%) and one hundred eighty-seven point five percent (187.5%) of the target number of shares. Performance between threshold and maximum will be determined by straight line interpolation between the targeted amounts. The number of RSUs and PSAs awarded to an individual participant is determined by:
Long-Term Incentive Equity Awards
| 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. |
Long-Term Incentive Equity Awards
| 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. |
Long-Term Incentive Equity Awards
2023 Long-Term Equity Grants. In 2023, we continued the use of RSUs and PSAs. The RSUs have a three (3)-year vesting schedule. The PSAs are tied to the Company’s PSA Adjusted EPS and rTSR. The Initial Performance Period began on January 1, 2023 and will end on December 31, 2024 (two (2) years), and at the end of such period the percentage of PSAs available for vesting will be calculated based on PSA Adjusted EPS. The Secondary Performance Period began on January 1, 2023 and will end on December 31, 2025 (three (3) years), with the PSA vesting further modified at the end of such period based on rTSR. The shares underlying the PSAs will be eligible to vest only following the expiration of the Secondary Performance Period. Following are the 2023 NEO long-term equity targets. The Committee approved changes for Ms. Choate and Messrs. Wasson, Morgan and Lee to bring total compensation closer to market median for their roles.
Long-Term Incentive Equity Awards
| 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% |
Long-Term Incentive Equity Awards
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Long-Term Incentive Equity Awards
The Committee approved the following 2023 long-term incentive equity awards for our NEOs.
Long-Term Incentive Equity Awards
| | 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 |
Long-Term Incentive Equity Awards
| (1) Represents the target grant date fair value computed in accordance with FASB ASC Topic 718. |
Long-Term Incentive Equity Awards
2023 Other Awards Granted. To secure Ms. Choate’s commitment to continued exceptional leadership of multiple critical growth areas for ICF, a special retention grant was provided to Ms. Choate on November 7, 2023. The grant was a standard RSU grant. 2022 Performance Share Awards. In 2022, we granted PSAs under our Performance Program, the vesting of which was tied in the Initial Performance Period to the PSA Adjusted EPS and, in the Secondary Performance Period, to the Company’s rTSR performance. The Initial Performance Period for these PSAs began on January 1, 2022, and ended on December 31, 2023. In February 2024, the Committee met to review the Initial Performance Period EPS measurement and the proposed adjustments to the reported EPS, for the purpose of considering the exclusion of several items from EPS and determining the PSA Adjusted EPS. As a starting point, the Committee noted that the Company reported EPS of $4.35 for the fiscal year ended December 31, 2023. The Committee then reviewed and considered whether certain expenses should be excluded from the reported EPS. After discussion and deliberation, the Committee approved aggregate exclusions of approximately $12.4 million or $0.65 per share, including the impact of taxes. The Committee also approved a negative adjustment in the amount of $0.24 to remove the positive impact of the SemanticBits acquisition and added $0.08 and $0.03 to account for the initial negative impact of the Blanton and Creative acquisitions, respectively. The final adjustment was to add $0.07 to account for the divestiture of our Commercial Marketing business on Adjusted EPS for performance shares for the previously awarded 2022 grant. The after-tax adjustments for the exclusions resulted in an adjustment to reported EPS of $0.59, or a PSA Adjusted EPS of $4.94 for purposes of determining calculations for the Initial Performance Period. See attached Annex B to this Proxy Statement for a description of the GAAP reconciliation. The Committee’s determination was between the Target and Maximum requirements, which were $4.57 and $5.17, respectively, and would generate a payout calculation of one hundred nineteen point four six percent (119.46%), subject to the application of the Secondary Performance Period factor. The Secondary Performance Period began on January 1, 2022, and will end on December 31, 2024 (three (3) years). The PSAs are eligible to vest only following the completion of the Secondary Performance Period. 2021 Performance Share Awards. In 2021, we granted PSAs under our Performance Program, the vesting of which was tied in the Initial Performance Period to the PSA Adjusted EPS and, in the Secondary Performance Period, to the Company’s rTSR performance. The Initial Performance Period for these PSAs began on January 1, 2021, and ended on December 31, 2022. In February 2023, the Committee approved the Initial Performance Period EPS measurement and the adjustments to reported EPS, for the purpose of considering the exclusion of several items from EPS and determining the PSA Adjusted EPS. The Committee’s determination was between the Target and Maximum requirements, which were $4.30 and $4.63, respectively, and would generate a payout calculation of one hundred seventeen point three percent (117.3%) subject to the application of the Secondary Performance Period factor. The Secondary Performance Period began on January 1, 2021 and ended on December 31, 2023 (three (3) years). The PSAs are eligible to vest only following the expiration of the Secondary Performance Period. The Company engaged Aon to calculate its cumulative total stockholder return over the Performance Period relative to its Peer Group. It was measured by (a) the sum of (i) the Company’s Average Stock Price (for the forty-five (45)-day trading period ending December 31, 2023), and (ii) the cumulative amount of dividends declared during the Performance Period, assuming dividend reinvestment on the ex-dividend date, divided by (b) the Company’s Average Stock Price at the beginning of the Performance Period (for the forty-five (45)-day trading period ending December 31, 2020); provided, that for purposes of calculating rTSR percentile rank, the Company is excluded from the Peer Group. Aon calculated the Company’s total stockholder return at the 69th percentile of the Peer Group resulting in a one hundred nineteen point two percent (119.2%) rTSR vesting modifier to the PSA Adjusted EPS calculation of one hundred seventeen point three percent (117.3%), resulting in a total of approximately one hundred thirty-nine point eight three percent (139.83%) of target shares vested. The Committee approved and certified the calculation, and the vested shares were released in January 2024.
Long-Term Incentive Equity Awards
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Retirement and Other Benefits
Company contributions to this plan for our NEOs are included under the “All Other Compensation” column of the Summary Compensation Table below. Perquisites. The Company does not provide any material perquisites or personal benefits to its NEOs. Severance Benefits. As of December 31, 2023, the Company was a party to severance protection agreements with Messrs. Wasson, Morgan, Broadus, Lee and Ms. Choate that provide severance benefits in the event of a termination in connection with a change of control and in certain other situations. We believe these agreements serve to promote stability and continuity among our NEOs. The terms of these agreements and information regarding applicable payments under such agreements are provided under “Wasson Employment and Severance,” “Payments to Other NEOs Pursuant to Severance Letter Agreements,” and “Potential Payments Change of Control,” below.
Compensation Practices and Risk
Compensation Practices and Risk The Committee annually considers, in establishing and reviewing the executive compensation program, whether the program encourages unnecessary or excessive risk taking. We do not believe the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company in connection with risk management practices and risk-taking incentives. The Committee’s goal is to design and establish a compensation program to encourage prudent risk management and discourage inappropriate risk-taking by granting a diverse portfolio that rewards the creation of long-term stockholder value. To help achieve this goal, the Committee considers the risk profile of the primary compensation elements, including base salary, the Annual Incentive Plan and equity awards. The Committee believes that the base salaries of the NEOs, being fixed in amount, do not encourage inappropriate risk-taking. Performance factors which serve as the basis for the Annual Incentive Plan of the Company’s NEOs may be adjusted each year to account for changes in our business and related risks. Also, a significant proportion of the NEOs compensation is in the form of equity awards with performance and retention features that extend over a period of years. These equity awards do not encourage unnecessary or excessive risk-taking because their ultimate value is tied to our stock price and other stockholder-aligned measures (i.e., adjusted EPS growth). The equity awards are subject to long-term vesting schedules so as to help ensure that the NEOs have significant value tied to long-term stock price performance. Specifically, all equity compensation is based either on performance over a three (3)-year period or vesting for a three (3)-year period. This encourages the NEOs to focus on long-term performance, as well as annual results, further reducing inappropriate risk-taking likely to produce only short-term benefits and allowing sufficient time for risk outcomes to emerge. Additionally, the Company maintains compensation recovery policies and practices, enforced through a Nasdaq-compliant Compensation Recovery Policy adopted during 2023, the provisions of our Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”) and related award agreements, and our severance agreements with Messrs. Morgan, Broadus, and Lee and Ms. Choate. Together, these policies and practices 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.
Summary Compensation Table
Summary Compensation Table The table below sets forth compensation information for the NEOs for each of fiscal years 2023, 2022 and 2021, as applicable.
Summary Compensation Table
| 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 |
Summary Compensation Table
(1) The annual base salary adjustments for our NEOs are made in March of each evaluation year and are effective immediately.
Summary Compensation Table
| (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. |
Summary Compensation Table
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Summary Compensation Table
The grant date fair value of PSAs is calculated based upon the probable performance under the awards’ goal, which was target performance achievement. Assuming the target and maximum payout of the PSAs is achieved, the value of each NEO’s award as of the grant date is as follows:
Summary Compensation Table
| 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 |
Summary Compensation Table
| (3) Amounts shown consist of cash payouts under the Annual Incentive Plan. |
Summary Compensation Table
| (4) Details of the amounts reported in the “All Other Compensation” column for 2023 are provided in the table below. |
Summary Compensation Table
| | 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 |
Summary Compensation Table
| (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 $131.87. |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table provides information concerning all plan-based awards granted to the NEOs during 2023.
Grants of Plan-Based Awards in 2023
| Name | Grant Date | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (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 |
Grants of Plan-Based Awards in 2023
Amounts represent the target cash bonus payouts for fiscal year 2023 awards under the Annual Incentive Plan. The actual payout amounts under the Annual Incentive Plan for 2023 are reported in the Non-Equity Incentive Compensation column of the Summary
Grants of Plan-Based Awards in 2023
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Grants of Plan-Based Awards in 2023
Compensation Table above. The financial performance-based bonus is worth eighty percent (80%) of the overall payout, calculated on achievement of threshold targets and interpolation between minimum and maximum targets for each performance factor. The individual performance-based bonus is worth twenty percent (20%) of the payout, determined upon achievement of non-financial goals set by the Committee.
Grants of Plan-Based Awards in 2023
| (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. |
Grants of Plan-Based Awards in 2023
| (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. |
Grants of Plan-Based Awards in 2023
| (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. |
Grants of Plan-Based Awards in 2023
| (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 $107.28 on the March 20, 2023 grant date. |
Grants of Plan-Based Awards in 2023
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Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information concerning stock awards that have not yet vested for each NEO, outstanding as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock Awards | | | | | | RSUs | | Performance Shares | | | Name | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
(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.
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 56 | | 2024 Proxy Statement |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (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 Vested During 2023
Stock Vested During 2023 The following table provides information concerning the vesting of stock awards for each NEO, on an aggregate basis, during 2023.
Stock Vested During 2023
| | 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 |
Stock Vested During 2023
(1) The value of the PSAs and RSUs realized on vesting equals the value of the shares underlying the PSAs and RSUs on the date of vesting.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control We maintain severance, and/or change of control agreements with our NEOs. The following summaries describe and quantify the payments each NEO would receive if his or her employment with the Company were terminated or if we experienced a change of control and the NEO’s employment was terminated following the change of control. The summaries assume that the termination and/or change of control occurred on December 31, 2023, and that the relevant stock price is the closing price on the Nasdaq Stock Market of the Company’s common stock on December 29, 2023, which was $134.09 per share. The severance provisions of our agreements with our NEOs have a “double trigger” in relation to severance following a change of control. Our NEOs do not receive such severance and other benefits in connection with a change of control unless they are terminated without cause or resign for good reason within twelve (12) months following the change of control, except for Mr. Wasson, who has a twenty-four (24)-month period. In addition, the executives are entitled to accelerated vesting of restricted stock and other equity awards in accordance with their terms, although some are not payable until their original vesting dates. Payment of these severance benefits is subject to the executive’s compliance following termination with certain covenants and requirements, such as confidentiality and non-solicitation of customers and employees, and receipt of customary releases. All amounts and benefits under the agreements described below are to be paid in a manner and form that complies with Code Section 409A or an exception thereunder. The agreements also provide that in the event we determine that any payment, distribution, or other action to or for the executive’s benefit would reasonably be expected to cause any loss of deductions under Code Section 280G, we have the authority to reduce any or all such payments, distributions or other actions to the extent reasonably necessary to avoid the imposition of such excise tax.
HUMAN CAPITAL COMMITTEE REPORT
| CEO PAY RATIO |
CEO PAY RATIO
CEO PAY RATIO Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO, John Wasson, to the median of the annual total compensation of our other employees. For the fiscal year ended on December 31, 2023, no material changes were made to the Company employee population, pay levels or demographics. There were also no material changes in pay for the employee who we identified last year as the median employee. As such, we believe the person we identified continues to be a good representative for the CEO pay ratio calculation. We determined the median employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed in the Compensation Discussion & Analysis section of this Proxy Statement. The median employee’s annual 2023 total compensation was $82,663. The annual total compensation of our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $5,661,458. Based on this information for 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 68:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.
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 |
CEO PAY RATIO
| (A) Median employee’s compensation plus Company’s 401(k) contribution is used for the calculation. |
CEO PAY RATIO
| (B) Data from the “Total” Column from the Summary Compensation Table disclosed for 2023 in this Proxy Statement. |
CEO PAY RATIO
Since the median employee did not change from 2022, the following discussion focuses on the methodology used to select that individual for 2022. When we initially established the median employee in 2022, we identified the median of the annual total compensation of all our employees, as well as determining the annual total compensation of our median employee, the methodology and the material assumptions, adjustments, and estimates we used are set out below. We determined that, as of December 31, 2022, our employee population consisted of 9,008 individuals (including full-time and part-time employees, other than the CEO). Of these individuals, 8,072 were located in the U.S. and U.S. territories, and 936 were located in fourteen (14) other countries around the world. The scale of our operations in many of these foreign countries is smaller, and we employ less than thirty (30) employees in ten (10) of these fourteen (14) countries. We chose to exclude all ninety-one (91) of our employees in the eight (8) countries as follows:
CEO PAY RATIO
| • | Cameroon: six (6) employees |
CEO PAY RATIO
| • | China: eight (8) employees |
CEO PAY RATIO
| • | Democratic Republic of the Congo: twenty-six (26) employees |
CEO PAY RATIO
| • | Germany: one (1) employe |
CEO PAY RATIO
| • | Kenya: sixteen (16) employees |
CEO PAY RATIO
| • | Liberia: eight (8) employees |
CEO PAY RATIO
| • | Madagascar: five (5) employees |
CEO PAY RATIO
| • | Mali: eight (8) employees |
CEO PAY RATIO
| • | Nepal: nine (9) employees |
CEO PAY RATIO
| • | Spain: four (4) employees |
CEO PAY RATIO
Additionally, we excluded one hundred thirty-one (131) employees that worked zero (0) hours during 2022 and therefore had zero ($0) earnings. This includes flexible, part-time employees and employees on leave of absence. In total, we excluded 2.46% of our workforce from the identification of the “median employee”, as permitted by SEC rules. Our population, after taking into consideration the permitted adjustments described above, consisted of 8,786 employees. This includes employees who were hired in 2022 but did not work for us for the entire twelve-month period. Our adjusted employee population consisted of 7,946 employees in the U.S. and 840 international employees located collectively in Canada (82), Belgium (212), the United Kingdom (323) and India (223). We identified our median employee based on the total taxable earnings paid during the twelve (12)-month period ended December 31, 2022. For purposes of determining the total compensation actually paid, we included: the amount of base salary (or, in the case of hourly workers, base wages including overtime pay) the employee received during the twelve (12) months ended December 31, 2022, and the amount of any cash incentives paid to the employee in such period, as reflected in our payroll records. We did not annualize the total cash compensation of any permanent employee employed for less than the full year. Except as described in this section, we did not rely on any material assumptions, adjustments (e.g. the cost-of-living adjustments) or estimates (e.g. statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee or our CEO. For purposes of identifying the median employee, we applied the average of twelve (12) exchange rates we used for financial statement conversion purposes for the period of January 2022 through December 2022, which are: - 1 CAD = 0.770931 USD - 1 EUR = 1.057393 USD - 1 GBP = 1.245828 USD - 1 INR = 0.012795 USD The SEC’s pay ratio disclosure rules provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee and the pay ratio. Our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures. In addition, the percentage of employees outside of the United States may vary substantially from company to company. Factors such as these may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our sector.
CEO PAY RATIO
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PAY VS. PERFORMANCE
PAY VS. PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“CEO”) and Non-CEO NEOs and Company performance for the fiscal years listed below. The Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VS. PERFORMANCE
| Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO1,2,3,4 ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | 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 EPS(6) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 5,661,458 | 9,344,246 | 1,716,606 | 2,533,532 | 149.96 | 158.80 | 83 | $6.50 | | 2022 | 4,848,381 | 4,601,982 | 1,462,435 | 1,350,244 | 110.27 | 134.63 | 64 | $5.77 | | 2021 | 4,398,947 | 6,389,100 | 1,351,755 | 2,097,296 | 113.53 | 148.95 | 71 | $4.82 | | 2020 | 3,007,891 | 2,670,601 | 2,330,360 | 2,216,054 | 81.80 | 118.06 | 55 | $4.17 |
PAY VS. PERFORMANCE
(1) John Wasson was our CEO for each year presented. The individuals comprising the Non-CEO named executive officers for each year presented are listed below.
PAY VS. PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | | Sudhakar Kesavan | James C. Morgan | James C. Morgan | James C. Morgan | | James C. Morgan | Bettina Welsh | Bettina Welsh | Barry Broadus | | Bettina Welsh | Sergio Ostria | Barry Broadus | Anne Choate | | Sergio Ostria | Mark Lee | Anne Choate | Mark Lee | | | | Mark Lee | |
PAY VS. PERFORMANCE
(2) The amounts reported in the Compensation Actually Paid columns of the table above for fiscal years 2020, 2021 and 2022 have been updated from the same disclosures in our proxy statement for the 2023 Annual Meeting to reflect updated SEC guidance released during 2023 and to reflect the inclusion of certain RSU awards that were inadvertently omitted from the calculations for these fiscal years in last year’s table. (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 4 below.
PAY VS. PERFORMANCE
| Year | Summary Compensation Table Total for CEO ($) | Exclusion of Stock Awards and Option Awards for CEO ($) | Inclusion of Equity Values for CEO ($) | Compensation Actually Paid to CEO ($) | | 2023 | 5,661,458 | (3,422,952) | 7,105,740 | 9,344,246 |
PAY VS. PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | 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 ($) | | 2023 | 1,716,606 | (835,516) | 1,652,442 | 2,533,532 |
PAY VS. PERFORMANCE
| 66 | | 2024 Proxy Statement |
PAY VS. PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VS. PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for CEO ($) | 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 ($) | | 2023 | 4,346,233 | 1,784,527 | — | 974,980 | — | 7,105,740 |
PAY VS. PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | 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 | 1,027,150 | 454,897 | — | 170,395 | — | 1,652,442 |
PAY VS. PERFORMANCE
(4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards are the amounts from the Stock Awards column set forth in the Summary Compensation Table. (5) The amounts set forth under the heading “Peer Group TSR” reflect the value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019, into the S&P Composite 1500 – Commercial & Professional Services Index. (6) The Human Capital Committee determined that Non-GAAP EPS was the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2023. More information on non-GAAP EPS used for STI and LTI can be found in Annexes A and B. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
PAY VS. PERFORMANCE
| 2024 Proxy Statement | | 67 |
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the four (4) most recently completed fiscal years, and the Peer Group TSR over the same period.
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Income during the four (4) most recently completed fiscal years.
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
| 68 | | 2024 Proxy Statement |
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Non-GAAP EPS
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Non-GAAP EPS The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Non-GAAP EPS during the four (4) most recently completed fiscal years.