DEF 14A of ICF International, Inc.
Filed Apr 22, 2026 · FY20250001140361-26-016102
Director Nominees
Director Nominees
Director Nominees
| Name | Director Since | Age | Independent | Principal Occupation | Other Public Boards | ICF International Board Committees | | Ms. Marilyn Crouther | 2020 | 60 | YES | CEO & Principal, Crouther Consulting, LLC | Capri Holdings, Limited | Audit (Chair) and Human Capital | | Mr. Michael J. Van Handel | 2017 | 66 | YES | Retired Executive Vice President & CFO, Manpower Group | Manpower Group, Inc. | Audit; Governance and Nominating (Chair) | | Dr. Michelle A. Williams | 2021 | 64 | YES | Professor of Epidemiology & Population Health, Standford University | None | Audit |
Where can I find the voting results of the Annual Meeting?
| Marilyn Crouther | | | | | | | | | | CEO & Principal, Crouther Consulting, LLC | | | | | | | | | | Director Since 2020 Age 60 Board Committees: Audit (Chair) and Human Capital | | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Ms. Crouther brings expertise in IT modernization and more than 30 years of experience to ICF’s Board. She has a distinguished career as a senior business and finance executive at leading companies in our industry as well as extensive experience as an executive in government contracting and the technology space. Ms. Crouther also has expertise in governance and risk management, as a director and 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 | Financial | M&A | Technology/ Innovation | Sales & Marketing | Commitment/ Collaboration |
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 (2023 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
| | Finance Certificate, Southern Methodist University |
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
| | Corporate Director Certificate, Harvard Business School |
Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services
| 2026 Proxy Statement | | 7 |
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 66 Board Committees: Audit and Governance and Nominating (Chair) | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Van Handel brings decades of financial, operational and mergers and acquisitions experience to ICF’s Board as the former chief financial officer of a publicly traded company. He has demonstrated extensive financial and planning analysis, capital markets and mergers and acquisitions experience throughout his career. Additionally, Mr. Van Handel brings significant governance and risk management experience as a director and senior executive of a public company. Mr. Van Handel is also highly active in service to 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)
| | Cedar Street Charitable Foundation (Board Member - 2025 to present) |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| | Galt (Director - 2025 to present) |
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)
| 8 | | 2026 Proxy Statement |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
| Dr. Michelle A. Williams | | | | | | Professor of Epidemiology and Population Health, Stanford University and Adjunct Professor, Harvard T.H. Chan School of Public Health | | | | | | Director Since 2021 Age 64 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 one of our core businesses. She previously served as the Dean of Harvard T.H. Chan School of Public Health. For more than 35 years, she has been a public health research and academic leader. Dr. Williams has nationally recognized expertise in epidemiology. Her 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. Additionally, Dr. Williams is highly active in service to global and national public health organizations. | | | | | | | | | | | | Integrity | Leadership | Relevant Industry | Technology/ Innovation | Commitment/ Collaboration |
ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)
Career Highlights
Williams Consulting, LLC (2001 to present)
Williams Consulting, LLC (2001 to present) Current Non-Public Directorships
Williams Consulting, LLC (2001 to present)
| | Mental Health Coalition Director (2023 to present) |
Williams Consulting, LLC (2001 to present)
| | Al4 Healthy Cities (Novartis Foundation), Co-Chair of Expert Council (2023 to present) |
Williams Consulting, LLC (2001 to present)
| | Mass. General Hospital, McCance Center, External Advisory Board Member (2020 to present) |
Williams Consulting, LLC (2001 to present)
| | Vanke School of Public Health, Tsinghua University, International Advisory Board (2020 to present) |
Williams Consulting, LLC (2001 to present)
| | Chulalongkorn University, School of Global Health, Advisory Board Member (2021 to present) |
Williams Consulting, LLC (2001 to present)
| | McLean Hospital, Director (2019 to present) |
Williams Consulting, LLC (2001 to present)
| | Americares, Director (2021 to present) |
Williams Consulting, LLC (2001 to present)
Professional Associations
Williams Consulting, LLC (2001 to present)
| | National Academy of Medicine (2016 to present) |
Williams Consulting, LLC (2001 to present)
| | Society for Epidemiologic Research (1989 to present) |
Williams Consulting, LLC (2001 to present)
| | American Epidemiological Society (2006 to present), President (2019) |
Williams Consulting, LLC (2001 to present)
Education
Williams Consulting, LLC (2001 to present)
| | A.B. in Biology and Genetics, Princeton University |
Williams Consulting, LLC (2001 to present)
| | M.S. in Civil Engineering, Tufts University |
Williams Consulting, LLC (2001 to present)
| | ScD and S.M, in Epidemiology, Harvard T.H. Chan School of Public Health |
Williams Consulting, LLC (2001 to present)
| 2026 Proxy Statement | | 9 |
Williams Consulting, LLC (2001 to present)
Class III Directors, Term Expiring in 2027
Williams Consulting, LLC (2001 to present)
| Randall Mehl | | | | | | | | | President & Chief Investment Officer of Stewardship Capital LLC | | | | | | | | | Director Since 2017 Age 58 Board Committees: Human Capital | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Mehl brings significant leadership experience to the ICF Board. Having served on the boards of multiple companies in the technology and technology-enabled services sectors, including two other public companies, Mr. Mehl brings meaningful insights to strategy, governance, and risk management. As a former leader in private equity and equity research, he has demonstrated expertise in areas such as capital deployment, mergers and acquisitions, and financing, especially in the areas of technology and technology-enabled services sectors. Mr. Mehl is also highly active in charitable and community service organizations. | | | | | | | | | | | | | | | | | | Integrity | Governance | Leadership | Relevant Industry | Financial | M&A | Technology/ Innovation | Commitment/ Collaboration |
Williams Consulting, LLC (2001 to present)
Career Highlights
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)
| 10 | | 2026 Proxy Statement |
Insperity, Inc., a professional employer organization (NYSE: NSP)
| Scott Salmirs | | | | | | | | | | President and Chief Executive Officer, ABM Industries Incorporated | | | | | | | | | | Director Since 2021 Age 63 Board Committees: Human Capital and Governance and Nominating | | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Salmirs brings extensive executive leadership experience to ICF’s Board, including decades of experience in maintaining business growth through transformative strategies. Prior to joining ABM, Mr. Salmirs held leadership positions at Goldman Sachs, Lehman Brothers, and CBRE. He has experience in clean energy initiatives, mergers and acquisitions, and extensive experience with financial and capital markets. Throughout his career, Mr. Salmirs has developed key governance, risk management, technology and innovation, and sales and marketing expertise. Mr. Salmirs is also highly active in multiple community service and charitable 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)
| 2026 Proxy Statement | | 11 |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
Nominees for Election as Class I Directors for a Term expiring in 2028
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
| Caroline Angoorly | | | | | | | | | | Managing Partner of GreenTao LLC | | | | | | | | | | Director Since 2025 Age 61 Board Committees: Audit | | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Ms. Angoorly brings significant energy-related experience to ICF’s Board. She is an experienced non-executive director and C-level executive of both public and private companies in the energy, environmental and sustainable infrastructure sectors and well positioned to contribute to businesses in or adjacent to process industries where energy inputs and emissions outputs are central. Ms. Angoorly has particular expertise in devising and integrating sustainability strategies, developing and financing greenfield power projects, and building and running clean energy and sustainable infrastructure businesses and funds, including self-sustaining green banks. | | | | | | | | | | | | | | | | | | | | Integrity | Governance | Leadership | Relevant Industry | Financial | M&A | Sales & Marketing | Commitment/ Collaboration | Technology/ Innovation |
ABM Industries Incorporated, a facility management provider (NYSE: ABM)
CAREER HIGHLIGHTS
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | Non-Executive Director (2020 to 2023) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | Sustainability & Governance Committee, chair (2020 to 2023) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
PAST NON-PUBLIC COMPANY DIRECTORSHIPS
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | Cyrq Energy, Non-Executive Director (2021 to 2025) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | Evolution Markets, Non-Executive Director (2020-2023) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
EDUCATION
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | M.B.A., The University of Melbourne (Australia) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| | B.S. in Geology and Bachelor of Laws (Honors), Monash University (Australia) |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| 12 | | 2026 Proxy Statement |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
| Dr. Srikant M. Datar | | | | | | | | | Dean, Harvard Business School at Harvard University | | | | | | | | | Director Since 2006 Age 72 Board Committees: Audit and Governance and Nominating | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Dr. Datar brings nationally recognized contributions and thought leadership to ICF’s Board, which are 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 as 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 | Financial | M&A | Technology/ Innovation | Commitment/ Collaboration |
Denbury, Inc. a carbon solutions company acquired by Exxon Mobil in 2023
Career Highlights
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Director (2009 to 2024) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Compensation Committee member (2016 to 2024) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Nomination and Governance Committee member (2016 to 2024) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
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
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Director, (2003 to 2021) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Audit and Compliance Committee member (2005 to present), Chair (2009 to 2016) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Compensation Committee member (2008 to 2021) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Risk Committee member (2011 to present), Chair (2016 to 2021) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Education
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Ph.D. in Business, M.S. Statistics and Economics, Stanford University |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | B.S. in Math and Economics, Bombay University, India |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| 2026 Proxy Statement | | 13 |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| John M. Wasson | | | | | | | | | | Chair and Chief Executive Officer, ICF International, Inc. | | | | | | | | | | Director Since 2019 Age 64 | | | | | | | | | | WHY THIS DIRECTOR IS VALUABLE TO ICF Mr. Wasson is an expert in strategic growth and operational excellence. 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 Chief Executive Officer on October 1, 2019. He has extensive experience leading ICF’s business and growth in its core areas and has 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. Mr. Wasson is highly active in charitable organizations and educational institutions. | | | | | | | | | | | | | | | | | | | | Integrity | Governance | Leadership | Relevant Industry | Financial | M&A | Technology/ Innovation | Sales & Marketing | Commitment/ Collaboration |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Career Highlights ICF International, Inc.
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Chair of the Board (2021 to present) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Chief Executive Officer (2019 to present) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | President (2019 to 2026) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | President and Chief Operating Officer (2010 to 2019) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Chief Operating Officer (2003 to 2010) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Joined ICF in 1987 as an associate and in 1994 became an officer of the Company |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Current Non-Public Directorships
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | Northern Virginia Technology Council, Board Member (2018 to present) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | The Flint Hill School, Member, Board of Trustees (2017 to present) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
PAST NON-PUBLIC DIRECTORSHIPS
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | UC Davis Foundation, Board of Trustees (2018 to 2020) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Professional and Leadership Positions
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | University of California Davis College of Engineering, Member, Dean’s Executive Committee (2014 to present) |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
Education
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | B.S. in Chemical Engineering, University of California, Davis |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| | M.S. in Technology and Policy Program, Massachusetts Institute of Technology |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| 14 | | 2026 Proxy Statement |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
ADVISORY SAY ON PAY VOTE REGARDING ICF’S OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM In April of 2023, the Board approved a resolution providing that the Company would hold an annual stockholder advisory vote on executive compensation, as advised by the Company’s stockholders at the 2023 annual meeting of stockholders. Pursuant to that resolution and as required pursuant to Regulation 14A of the Exchange Act, this proposal, commonly known as a “Say on Pay” proposal gives you, as a stockholder, the opportunity to endorse or not endorse the Company’s NEO compensation program through the following resolution: “Resolved, that the stockholders approve ICF International’s overall pay-for-performance executive compensation program for its named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in the Proxy Statement.” Approval of the Say on Pay proposal requires the affirmative vote of a majority of the votes entitled to vote thereon to be present electronically via live webcast or by proxy at the Annual Meeting. The Human Capital Committee and the full Board believe that the Company’s executive compensation program, as described in the Compensation Discussion and Analysis (“CD&A”) and other sections noted in the resolution set forth above, reflects a pay-for-performance culture at the Company that is rooted in our values. The Human Capital Committee and the Board believe that the executive compensation program is rational and effective in that it aligns the interests of the NEOs with both the short-term and long-term interests of stockholders, while reducing incentives for unnecessary and excessive risk taking. In making a decision on the Say on Pay proposal the Board asks that stockholders consider the following:
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | ICF’s NEO compensation is competitive and in line with its market peers. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | ICF’s executive compensation program is incentive-based and reflects a pay-for-performance culture. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | ICF’s executive compensation program relies heavily on stock-based awards vesting over a period of time. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | Performance Share Awards vest over three (3) years, contingent on achievement of certain performance thresholds. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | 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. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | Our performance-equity program (the “Performance Program”) further emphasizes ICF’s commitment to a pay-for-performance culture that links compensation to positive results. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | ICF offers no material perquisites. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | 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. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| ○ | ICF maintains strong corporate governance practices. |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
At the Company’s 2025 annual meeting of stockholders, approximately ninety-eight percent (98%) of the votes cast on the Say on Pay proposal were voted in favor of our overall pay-for-performance NEO compensation program. The Human Capital Committee and the Board believe this affirms the stockholders’ strong support of the Company’s approach to NEO compensation. In accordance with applicable law, this vote is “advisory,” meaning it will serve as a recommendation to the Human Capital Committee and Board but will not be binding. The Human Capital Committee and the Board will seriously consider the outcome of this vote when determining future compensation arrangements for NEOs. It is expected that the next Say on Pay vote will occur at the 2027 annual meeting of stockholders.
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| 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 |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
| 2026 Proxy Statement | | 15 |
Stryker Corporation, a medical technologies firm (NYSE: SYK)
APPROVAL OF THE ICF INTERNATIONAL, INC. 2026 OMNIBUS INCENTIVE PLAN
Director Compensation Table for 2025
Director Compensation Table for 2025 The following table provides the compensation earned by individuals who served as non-employee directors of the Company during 2025.
Director Compensation Table for 2025
| Name(1) | Fees Earned Paid in Cash ($)(2) | Stock Awards ($)(3) | Total Compensation ($)(4) | | Marilyn Crouther | 130,085 | 149,915 | 280,000 | | Dr. Srikant Datar | 140,085 | 149,915 | 290,000 | | Caroline Angoorly(5) | 79,861 | 187,389 | 267,250 | | Michael Van Handel | 120,085 | 149,915 | 270,000 | | Randall Mehl | 108,085 | 149,915 | 258,000 | | Scott Salmirs | 106,085 | 149,915 | 256,000 | | Dr. Michelle Williams | 102,085 | 149,915 | 252,000 |
Director Compensation Table for 2025
| (1) Mr. Wasson is not included in this table because, during 2025, 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 2025 Summary Compensation Table. |
Director Compensation Table for 2025
| (2) Represents the cash retainers and annual payments earned in 2025. |
Director Compensation Table for 2025
| (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 2025, computed in accordance with FASB ASC Topic 718. The grant date fair value per share of each RSU was $87.16 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 2025
| (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 2025. |
Director Compensation Table for 2025
| (5) Ms. Angoorly joined the Company’s Board in March 2025; therefore, her totals reflect two awards granted on April 1, 2025, and July 1, 2025. The grant date fair value per share of the RSU award on April 1, 2025, was $84.40. |
Director Compensation
Director Compensation The following discussion outlines compensation that was earned by our non-employee directors during 2025. The compensation of our Board is evaluated from time to time by our Governance and Nominating Committee. Directors employed by us do not receive additional compensation for their service on the Board. All directors are entitled to reimbursement of expenses incurred 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 who 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
| 36 | | 2026 Proxy Statement |
Director Compensation
There were no changes made to the Board compensation program in 2025. Cash retainer fees for 2025 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 and Nominating Comm. | 10,000 | 8,000 |
Director Compensation
Non-employee directors received an annual cash retainer in 2025 of $90,000. For individual committees, committee members receive member retainers, while committee chairs receive a chair retainer in addition to member retainers. In addition to the cash retainers, the directors are granted an annual equity award, in the form of a grant of RSUs, 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.
Compensation Highlights
| • | Following its review of the Company’s 2025 financial results, the Committee exercised discretion to reduce each NEO’s earned short-term incentive payout by 5%, reflecting the Committee’s assessment that a downward adjustment was appropriate to align incentive outcomes with overall Company performance. |
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 of the Company’s Annual Incentive Plan (as defined below), rigorously linking pay to performance. Annual threshold, target and |
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. The 2026 Incentive Plan, if approved by stockholders, maintains each of these restrictions. |
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. Compensation should be aligned with stockholder interests. Key employees should receive a substantial proportion of their compensation as equity in order to align their individual financial interests with the financial interests of our stockholders. The relationship between overall Company goals and each individual’s personal goals should be clear. Employees should be able to easily understand how their efforts can affect their pay, both directly through individual performance and indirectly by contributions to the business unit and the Company achieving strategic and operational goals. Provide no material perquisites for NEOs. Our compensation programs include only those perquisites commonly provided to attract and retain the NEOs and/or improve a NEO’s ability to carry out responsibilities safely and effectively.
Implementing Our Objectives
Implementing Our Objectives The Committee uses competitive compensation data from the study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company performance, individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
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 to position ourselves near the peer group’s median revenues, 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 Energy, IT Services, Health Care Technology and Commercial Services were also reviewed. |
Use of Peer Company Data
We believe the companies selected for our 2025 peer group, as listed below (the “2025 Peer Group”), continue to reflect our current mix of services.
Use of Peer Company Data
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Use of Peer Company Data
The following companies were identified in Fall 2024 to assist with fiscal year 2025 pay decisions as our 2025 Peer Group.
Use of Peer Company Data
| Number | Company Name | 2025 Revenue (millions) | | 1 | Booz Allen Hamilton Holding Corporation | $11,980 | | 2 | CACI International Inc. | 8,628 | | 3 | Science Applications International Corporation | 7,262 | | 4 | Tetra Tech, Inc. | 5,443 | | 5 | Maximus, Inc. | 5,431 | | 6 | FTI Consulting Inc. | 3,789 | | 7 | CBIZ, Inc. | 2,758 | | 8 | Unisys Corporation | 1,950 | | | ICF International, Inc. | 1,873 | | 9 | Huron Consulting Group Inc. | 1,699 | | 10 | VSE Corporation | 1,112 | | 11 | CRA International Inc. | 752 | | 12 | Resources Connection, Inc. | 551 | | 13 | Exponent Inc. | 582 |
Use of Peer Company Data
Revenue data based on each company’s respective most recently completed fiscal year-end.
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 2025. 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”). Management asked Semler Brossy to report on executive compensation market trends and best practices, as well as advise on new regulatory requirements from time to time. 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 2025, the Committee made compensation determinations for all NEOs with respect to 2025 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 2025, 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 2025. Based on the alignment with our peer group, market survey data, and individual performance, the Committee concluded that target cash incentive awards as a percentage of base salary for the Company’s 2025 short-term incentive or management bonus program (the “Annual Incentive Plan”) would increase for Ms. Choate, as shown below. The Annual Incentive Plan targets for all other NEOs were unchanged for 2025.
Short-Term Incentive Compensation
| ANNUAL INCENTIVE PLAN TARGETS (as a percentage of Base Salary) | | | | Executive | 2024 Target | 2025 Target | | John Wasson | 125% | 125% | | James Morgan | 80% | 80% | | Barry Broadus | 70% | 70% | | Anne Choate | 60% | 70% | | Sergio Ostria | 50% | 50% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
Consistent with prior years, our 2025 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 2025, the payout opportunity for individual performance was capped at 125% 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%)) of the Annual Incentive Plan for NEOs is based on the following:
Short-Term Incentive Compensation
| 2025 FINANCIAL PERFORMANCE FACTORS | | | | | | | | 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
For 2025, we maintained a performance threshold for Company Gross Revenue and Group 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 2025 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 2025 Company performance factors and actual results, as described herein, are shown in the following table. The 2025 financial targets were lower than in 2024 as a result of the Administration’s changing priorities, as well as the disruption in the typical U.S. federal government procurement cycle. These challenges were in sight very early in 2025 and were taken into account for goal setting. Despite these headwinds, the committee set financial targets it believed were appropriate and challenging.
Short-Term Incentive Compensation
| 2025 FINANCIAL PERFORMANCE GOALS | | | | | | | 2025(2) | | | | | | Threshold | Target | Maximum | Actual | | Adjusted EPS (1) | $5.28 | $6.21 | $7.14 | $6.03 | | Company Gross Revenue | $1,536.0 | $1,920.0 | $2,400.0 | $1,872.9 |
Short-Term Incentive Compensation
| (1) See attached Annex A to this Proxy Statement for a description of the GAAP reconciliation. |
Short-Term Incentive Compensation
| (2) Company Gross Revenue is presented in millions and rounded. |
Short-Term Incentive Compensation
Based on the Committee’s approval of adjusted financial results, the financial portion of the 2025 Annual Incentive Plan was earned as follows:
Short-Term Incentive Compensation
| FINANCIAL PERFORMANCE FACTORS – RESULTS | | | | Executive | Target | Actual | | John Wasson | 80% | 72.96% | | James Morgan | 80% | 72.96% | | Barry Broadus | 80% | 72.96% | | Anne Choate | 80% | 72.96% | | Sergio Ostria | 80% | 72.96% |
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
| • | Implementing strategic organic growth initiatives and identification and successful integration of acquisitions; |
Short-Term Incentive Compensation
| • | Evolving enterprise systems, technology, and processes with measurable impacts; and |
Short-Term Incentive Compensation
| • | Ensuring ICF has an appropriate depth of talent ready to succeed the top two (2) levels of senior leaders. |
Short-Term Incentive Compensation
In addition, Mr. Wasson has a specific goal related to delivering on our culture and people engagement. 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% | 18.0% | | James Morgan | 20% | 18.0% | | Barry Broadus | 20% | 18.0% | | Anne Choate | 20% | 22.5% | | Sergio Ostria | 20% | 13.5% |
Short-Term Incentive Compensation
| 54 | | 2026 Proxy Statement |
Short-Term Incentive Compensation
The Committee and the Board considered performance across the full range of incentive plan objectives, including results relative to Gross Revenue and Adjusted EPS goals. Given the unprecedented challenges in our markets in 2025, NEO short-term incentive (“STI”) compensation was reduced by five percent (5%). This adjustment aligns incentive outcomes, reflects a balanced assessment of payouts relative to Company performance and is consistent with the Company’s compensation philosophy and overall Company results:
Short-Term Incentive Compensation
| Executive | Actual Results as % of Target | Results with 5% Reduction | 2025 Bonus | | John Wasson | 90.96% | 86.41% | $1,122,332 | | James Morgan | 90.96% | 86.41% | $456,185 | | Barry Broadus | 90.96% | 86.41% | $311,391 | | Anne Choate | 95.46% | 90.69% | $339,619 | | Sergio Ostria | 86.46% | 82.14% | $200,517 |
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. Competitive survey and peer company market data was provided by Aon. 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. Note that although we do not disclose forward-looking goals due to competitive sensitivity, we will disclose goals and achievements at the end of the performance period.
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
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
2025 Long-Term Equity Grants. In 2025, 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, 2025 and will end on December 31, 2026 (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
Long-Term Incentive Equity Awards
| 2026 Proxy Statement | | 55 |
Long-Term Incentive Equity Awards
Secondary Performance Period began on January 1, 2025 and will end on December 31, 2027 (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. In making determinations about long-term incentive equity grants, the Committee considers a variety of pertinent factors, including competitive market data from peer companies and nationally recognized executive compensation surveys, the macro political and economic environment, changes in the Federal government affecting government contractors, Company and individual performance, items beyond the control of management, retention considerations and other factors. The Committee approved the following 2025 long-term incentive equity awards for our NEOs.
Long-Term Incentive Equity Awards
| | RSU EQUITY AWARDS | | PSA EQUITY AWARDS | | TOTAL EQUITY AWARDS | | | | Grant Date Fair Value(1) | Underlying Shares (#) | Grant Date Fair Value(1) | Underlying Shares (#) | Grant Date Fair Value | Underlying Shares (#) | | John Wasson | $2,480,938 | 29,246 | $2,234,979 | 29,246 | $4,715,918 | 58,492 | | James Morgan | 961,124 | 11,330 | 865,839 | 11,330 | 1,826,963 | 22,660 | | Barry Broadus | 393,272 | 4,636 | 354,283 | 4,636 | 747,555 | 9,272 | | Anne Choate | 587,533 | 6,926 | 529,285 | 6,926 | 1,116,818 | 13,852 | | Sergio Ostria | 419,654 | 4,947 | 378,050 | 4,947 | 797,704 | 9,894 |
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
2024 Performance Share Awards. In 2024, 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, 2024, and ended on December 31, 2025. In February 2026, 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 $4.95 for the fiscal year ended December 31, 2025. 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 $7.6 million or $0.41 per share, including the impact of taxes. The Committee also approved an adjustment in the amount of $0.07 to remove the dilutive impact of the Applied Energy Group (“AEG”) acquisition. The after-tax adjustments for the exclusions resulted in an adjustment to reported EPS of $0.48, or a PSA Adjusted EPS of $5.43 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 Threshold and Target requirements, which were $5.18 and $5.44, respectively, and would generate a payout calculation of ninety-eight point zero five percent (98.05%), subject to the application of the Secondary Performance Period factor. The Secondary Performance Period began on January 1, 2024, and will end on December 31, 2026 (three (3) years). The PSAs are eligible to vest only following the completion of the Secondary Performance Period.
Long-Term Incentive Equity Awards
| Performance Level | 2024 Grant Target Adjusted EPS | % Payout | | Maximum | $5.86 | 150% | | Target | $5.44 | 100% | | Actual | $5.43 | 98.05% | | Threshold | $5.18 | 50% | | < Threshold | <$5.18 | 0% |
Long-Term Incentive Equity Awards
2023 Performance Share Awards. In 2023, 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, 2023, and ended on December 31, 2024. In February 2025, 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 exceeding Maximum requirement, which was $5.32, and would generate a payout calculation of one hundred fifty percent (150.0%) subject to the application of the Secondary Performance Period factor. The Secondary Performance Period began on January 1, 2023, and ended on December 31, 2025 (three (3) years). The PSAs are eligible to vest only following the expiration of the Secondary Performance Period.
Long-Term Incentive Equity Awards
| 56 | | 2026 Proxy Statement |
Long-Term Incentive Equity Awards
| Performance Level | 2023 Grant Target Adjusted EPS | % Payout | | Actual | $6.01 | 150% | | Maximum | $5.32 | 150% | | Target | $4.94 | 100% | | Threshold | $4.71 | 50% | | <Threshold | <$4.71 | 0% |
Long-Term Incentive Equity Awards
The Company engaged Aon to calculate its cumulative total stockholder return over the Performance Period relative to its Peer Group for the secondary performance factor. 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, 2025), 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, 2022); 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 20th percentile of the Peer Group resulting in a seventy five percent (75%) rTSR vesting modifier to the PSA Adjusted EPS calculation of one hundred fifty percent (150.0%), resulting in a total of approximately one hundred twelve point five percent (112.5%) of target shares vested. The Committee approved and certified the calculation, and the vested shares were released in January 2026.
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, 2025, the Company was a party to severance protection agreements with Messrs. Wasson, Morgan, Broadus, Ostria 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.
Compensation Practices and Risk
Compensation Recovery Policy. The Company maintains compensation recovery, or clawback, policies and practices, enforced through a Nasdaq-compliant Compensation Recover Policy adopted during 2023, the provisions of our 2018 Incentive Plan, and related award agreements. 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. Incentive compensation subject to the policy includes cash and equity incentives, including time-based awards. Timing of Equity Awards. Neither the Board nor the Committee takes material non-public information into account when determining the timing or terms of equity award grants and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company did not grant awards of stock options to any NEO at any point during fiscal year 2025, including within four (4) business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information, and ending one (1) business day after the filing or furnishing of any such report.
Summary Compensation Table
Summary Compensation Table The table below sets forth compensation information for the NEOs for each of fiscal years 2025, 2024, and 2023, 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 | 2025 | 1,003,096 | 4,715,918 | 1,122,332 | 16,332 | 6,857,678 | | Chair, President and CEO | 2024 | 1,039,064 | 4,316,286 | 1,803,019 | 16,176 | 7,174,545 | | | 2023 | 1,008,800 | 3,422,952 | 1,214,130 | 15,576 | 5,661,458 | | James Morgan | 2025 | 647,230 | 1,826,963 | 456,185 | 16,376 | 2,946,754 | | Executive Vice President | 2024 | 659,906 | 2,015,415 | 732,858 | 14,084 | 3,422,263 | | and COO | 2023 | 640,685 | 1,170,488 | 493,492 | 14,027 | 2,318,692 | | Barry Broadus(5) | 2025 | 501,732 | 747,555 | 311,391 | 17,244 | 1,577,922 | | Executive Vice President and CFO | 2024 | 514,800 | 801,938 | 496,644 | 17,347 | 1,830,729 | | | 2023 | 468,000 | 610,660 | 305,592 | 15,576 | 1,399,828 | | Anne Choate | 2025 | 524,728 | 1,116,818 | 339,619 | 14,828 | 1,995,993 | | Executive Vice President and Group Leader, | 2024 | 535,000 | 555,384 | 450,622 | 14,628 | 1,555,634 | | Energy, Environment and Infrastructure | 2023 | 500,000 | 986,818 | 252,528 | 14,028 | 1,753,374 | | Sergio Ostria | 2025 | 478,871 | 797,704 | 200,517 | 16,376 | 1,493,468 | | Executive Vice President – Growth, | 2024 | 488,255 | 653,559 | 334,012 | 14,941 | 1,490,767 | | Marketing and Innovation | 2023 | N/A | N/A | N/A | N/A | N/A |
Summary Compensation Table
[Titles listed above reflect positions held as of December 31, 2025]
Summary Compensation Table
| (1) Amounts in the Salary column reflect actual base salary earned during 2025. For 2025, each NEO’s annual base salary was temporarily reduced by twenty percent (20%) for five (5) weeks during the federal government shutdown. Additionally, Mr. Wasson and Mr. Broadus also took thirty-two (32) and sixteen (16) hours of leave without pay, respectively, in 2025. Approved 2025 annual base salaries for the NEOs are reported under Annual Base Salaries on page 53 of this Proxy Statement. |
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 14 – Stock-Based Compensation in our consolidated financial statements included in our 2025 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 | 2025 Grant Date Fair Value PSAs at Target Payout ($) (reflected in table) | 2025 Grant Date Fair Value PSAs at Maximum Payout ($) | | John Wasson | 2,234,979 | 4,190,586 | | James Morgan | 865,839 | 1,623,447 | | Barry Broadus | 354,283 | 664,281 | | Anne Choate | 529,285 | 992,409 | | Sergio Ostria | 378,050 | 708,843 |
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 2025 are provided in the table below. |
Summary Compensation Table
| | John Wasson | James Morgan | Barry Broadus | Anne Choate | Sergio Ostria | | Imputed Income for company paid life insurance | 2,376 | 2,376 | 4,572 | 828 | 2,376 | | Employer Contributions to 401(k) Plan | 13,956 | 14,000 | 12,672 | 14,000 | 14,000 | | Total | 16,332 | 16,376 | 17,244 | 14,828 | 16,376 |
Summary Compensation Table
| (5) Mr. Broadus served as Executive Vice President and Chief Financial Officer until his retirement on March 1, 2026. His compensation is reported for periods during which he served as an executive officer of the Company. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information concerning all plan-based awards granted to the NEOs during 2025.
Grants of Plan-Based Awards in 2025
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All Other Stock Awards Number of; Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards | | Name | Grant Date | Award Type | Target ($) | Threshold (#) | Target (#) | Maximum (#) ($) | | | | John Wasson | 1/01/2025 | AIP | 1,298,830 | | | | | | | | 3/20/2025 | PSA(4) | | 10,967 | 29,246 | 54,836 | | 2,234,979 | | | 3/20/2025 | RSU(3) | | | | | 29,246 | 2,480,938 | | James Morgan | 1/01/2025 | AIP | 527,925 | | | | | | | | 3/20/2025 | PSA(4) | | 4,249 | 11,330 | 21,244 | | 865,839 | | | 3/20/2025 | RSU(3) | | | | | 11,330 | 961,124 | | Barry Broadus | 1/01/2025 | AIP | 360,360 | | | | | | | | 3/20/2025 | PSA(4) | | 1,739 | 4,636 | 8,693 | | 354,283 | | | 3/20/2025 | RSU(3) | | | | | 4,636 | 393,272 | | Anne Choate | 1/01/2025 | AIP | 374,500 | | | | | | | | 3/20/2025 | PSA(4) | | 2,597 | 6,926 | 12,986 | | 529,285 | | | 3/20/2025 | RSU(3) | | | | | 6,926 | 587,533 | | Sergio Ostria | 1/01/2025 | AIP | 244,128 | | | | | | | | 3/20/2025 | PSA(4) | | 1,855 | 4,947 | 9,276 | | 378,050 | | | 3/20/2025 | RSU(3) | | | | | 4,947 | 419,654 |
Grants of Plan-Based Awards in 2025
| (1) Amounts represent the target cash bonus payouts for fiscal year 2025 awards under the Annual Incentive Plan. The actual payout amounts under the Annual Incentive Plan for 2025 are reported in the Non-Equity Incentive Compensation column of the Summary 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 2025
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Grants of Plan-Based Awards in 2025
| (2) The PSAs in these columns represent the threshold, target, and maximum number of shares issuable under the 2025 performance program. The final payout is subject to the achievement of the performance goals. |
Grants of Plan-Based Awards in 2025
| (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, 2026, and March 20, 2027, and a fifty percent (50%) installment on March 20, 2028. The closing price per share on the Nasdaq Stock Market of the Company’s common stock on the grant date of March 20, 2025, was $84.83. |
Grants of Plan-Based Awards in 2025
| (4) 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 per share for the PSAs on the grant date of March 20, 2025, was determined to be $76.42. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning stock awards that have not yet vested for each NEO, outstanding as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | | RSUs | | Performance Shares | | | Name | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 7,676(5) | 654,763 | 17,272(2) | 1,473,312 | | | 10,136(6) | 864,601 | 13,515(3) | 1,152,830 | | | 29,246(7) | 2,494,684 | 29,246(4) | 2,494,684 | | James Morgan | 2,625(5) | 223,913 | 5,906(2) | 503,803 | | | 3,218(6) | 274,495 | 4,291(3) | 366,022 | | | 11,330(7) | 966,449 | 11,330(4) | 966,449 | | | 3,170(6) | 270,401 | | | | Barry Broadus | 1,369(5) | 116,776 | 3,081(2) | 262,841 | | | 1,883(6) | 160,620 | 2,511(3) | 214,188 | | | 4,636(7) | 395,451 | 4,636(4) | 395,451 | | Anne Choate | 1,053(5) | 89,821 | 2,370(2) | 202,193 | | | 1,304(6) | 111,231 | 1,739(3) | 148,337 | | | 6,926(7) | 590,788 | 6,926(4) | 590,788 | | | 1,960(8) | 167,188 | | | | Sergio Ostria | 887(5) | 75,661 | 1,996(2) | 170,248 | | | 952(6) | 81,206 | 1,270(3) | 108,331 | | | 4,947(7) | 421,979 | 4,947(4) | 421,979 | | | 1,218(6) | 103,895 | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Based upon a value per share of $85.30, which was the closing price per share on the Nasdaq Stock Market of the Company’s common stock on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Represents PSAs granted on March 20, 2023, for the 2023-2025 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 112.50% of the target. The performance achievement was approved by the Human Capital Committee and the shares were released on January 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents PSAs granted on March 20, 2024, for the 2024-2026 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, 2024, and ended on December 31, 2025. On February 12, 2026, the Human Capital Committee approved the PSA Adjusted EPS of $5.43 which results in a payout of ninety-eight point zero five percent (98.05%) 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, 2024, and will end on December 31, |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
2026. 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 fifty percent (150%) of target and the rTSR performance at one hundred percent (100%) of target.
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents PSAs granted on March 20, 2025, for the 2025-2027 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 2025 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, 2024, and March 20, 2025, and a fifty percent (50%) installment on March 20, 2026. |
Outstanding Equity Awards at 2025 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, 2025, and March 20, 2026, and a fifty percent (50%) installment on March 20, 2027. |
Outstanding Equity Awards at 2025 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, 2026, and March 20, 2027, and a fifty percent (50%) installment on March 20, 2028. |
Outstanding Equity Awards at 2025 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 7, 2024, and November 7, 2025, and a fifty percent (50%) installment on November 7, 2026. |
Stock Vested During 2025
Stock Vested During 2025 The following table provides information concerning the vesting of stock awards for each NEO, on an aggregate basis, during 2025.
Stock Vested During 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John Wasson | 31,190 | 3,449,488 | | James Morgan | 12,180 | 1,326,158 | | Barry Broadus | 7,588 | 816,220 | | Anne Choate | 4,116 | 419,069 | | Sergio Ostria | 4,505 | 493,982 |
Stock Vested During 2025
| (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, 2025, and that the relevant stock price is the closing price per share on the Nasdaq Stock Market of the Company’s common stock on December 31, 2025, which was $85.30 per share. The severance provisions of our agreements with our NEOs have a “double trigger” requirement 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 also 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 agreement also provides 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, 2025, 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 NEOs for purposes of the Summary Compensation Table disclosed in the Compensation Discussion & Analysis section of this Proxy Statement. The median employee’s annual 2025 total compensation was $101,504. The annual total compensation of our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $6,857,678. Based on this information for 2025, 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) | | $101,504 | $6,857,678 | 68:1 |
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 2025 in this Proxy Statement. |
CEO PAY RATIO
Since the median employee did not change from 2024, the following discussion focuses on the methodology used to select that individual for 2024. When we initially established the median employee in 2024, we identified the median of the annual total compensation of all our employees, as well as determined 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, 2024, our employee population consisted of 9,317 individuals (including full-time and part-time employees, other than the CEO). Of these individuals, 8,499 were located in the U.S. and U.S. territories, and 818 were located in eleven (11) other countries around the world. The scale of our operations in many of these foreign countries is smaller, and we employ less than six (6) employees in six (6) of these eleven (11) countries. We chose to exclude all fourteen (14) of our employees in the six (6) countries as follows:
CEO PAY RATIO
| • | Cameroon: one (1) employee |
CEO PAY RATIO
| • | China: four (4) employees |
CEO PAY RATIO
| • | Germany: one (1) employee |
CEO PAY RATIO
| • | Kenya: five (5) employees |
CEO PAY RATIO
| • | Liberia: two (2) employees |
CEO PAY RATIO
| • | Netherlands: one (1) employee |
CEO PAY RATIO
Additionally, we excluded one hundred forty-one (141) employees who worked zero (0) hours during 2024 and therefore had zero ($0) earnings. This includes flexible, part-time employees and employees on leave of absence. In total, we excluded one point six percent (1.6%) 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 9,162 employees. This includes employees who were hired in 2024 but did not work for us for the entire twelve (12)-month period. Our adjusted employee population consisted of 8,358 employees in the U.S. and 804 international employees located collectively in Canada (71), Belgium (201), the United Kingdom (260), Spain (40), and India (232). We identified our median employee based on the total taxable earnings paid during the twelve (12)-month period ended December 31, 2024. 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, 2024, 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 exchange rate of each of the four (4) countries in which the employees in our adjusted employee population reside. We calculated such rates by using the average exchange rates of each such country for each month of fiscal year 2024. The average exchange rates for each such country for fiscal year 2024 are: - 1 CAD = 0.733822 USD - 1 EUR = 1.084237 USD - 1 GBP = 1.278941 USD - 1 INR = 0.011970 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 SEC 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 vs. 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 CEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Non-GAAP EPS(5) $ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 6,857,678 | 4,885,264 | 2,003,534 | 1,572,046 | 117.82 | 149.33 | 92 | 6.77 | | 2024 | 7,174,545 | 4,736,954 | 2,074,848 | 1,600,640 | 163.61 | 156.69 | 110 | 7.45 | | 2023 | 5,661,458 | 9,344,246 | 1,716,606 | 2,533,532 | 183.33 | 134.51 | 83 | 6.50 | | 2022 | 4,848,381 | 4,601,982 | 1,462,435 | 1,350,244 | 134.81 | 114.03 | 64 | 5.77 | | 2021 | 4,398,947 | 6,389,100 | 1,351,755 | 2,097,296 | 138.79 | 126.16 | 71 | 4.82 |
PAY VS. PERFORMANCE
(1) John Wasson was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.
PAY VS. PERFORMANCE
| 2021 | 2022 | 2023 | 2024 | 2025 | | James C. Morgan | James C. Morgan | James C. Morgan | James C. Morgan | James C. Morgan | | Bettina Welsh | Bettina Welsh | Barry Broadus | Barry Broadus | Barry Broadus | | Sergio Ostria | Barry Broadus | Anne Choate | Anne Choate | Anne Choate | | Mark Lee | Anne Choate | Mark Lee | Sergio Ostria | Sergio Ostria | | | Mark Lee | | | |
PAY VS. PERFORMANCE
(2) 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 3 below. (3) 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 totals from the Stock Awards column set forth in the Summary Compensation Table.
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 ($) | Compensation Actually Paid to CEO ($) | | 2025 | 6,857,678 | (4,715,918) | 2,743,504 | 4,885,264 |
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 ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | 2,003,534 | (1,122,260) | 690,772 | 1,572,046 |
PAY VS. PERFORMANCE
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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 ($) | Total - Inclusion of Equity Values for CEO ($) | | 2025 | 4,686,365 | (1,174,721) | — | (768,140) | — | 2,743,504 |
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 ($) | Total – Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2025 | 1,115,227 | (253,086) | — | (171,369) | — | 690,772 |
PAY VS. PERFORMANCE
(4) 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, 2020, into the S&P Composite 1500 – Commercial & Professional Services Index. (5) 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 2025. 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 all prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
PAY VS. PERFORMANCE
| 2026 Proxy Statement | | 71 |
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
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, and the Company’s cumulative TSR over the five (5) most recently completed fiscal years. The chart also compares the Company’s TSR to that of the Peer Group TSR over the same period.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
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 five (5) most recently completed fiscal years.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
| 72 | | 2026 Proxy Statement |
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Non-GAAP EPS
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 five (5) most recently completed fiscal years.
Definitions
| (d) Notwithstanding the foregoing, (i) if any payment or benefit pursuant to an Award is “nonqualified deferred compensation” under Code Section 409A to which an exception to Code Section 409A does not apply, and the payment of benefit of such Award is triggered by a Change of Control, the events described above shall not constitute a Change of Control with respect to such nonqualified deferred compensation unless the event constitutes a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as described under Code Section 409A; and (ii) for the avoidance of doubt, a Change of Control shall not be deemed to have occurred as a result of a sale or other disposition of any Affiliate (or any Affiliate’s assets) by which a Participant may be employed. |
Change of Control and Retirement
| (f) Application of 409A. Notwithstanding anything to the contrary in this ARTICLE 17, to the extent an Award constitutes nonqualified deferred compensation subject to Code Section 409A, any cancellation, substitution, assumption, settlement, cash-out, extension of exercise period, or other action taken pursuant to this ARTICLE 17 shall be implemented only to the extent and in a manner that complies with Code Section 409A (including the rules prohibiting impermissible accelerations and subsequent deferrals), and the Company shall have no obligation to take any action that would cause a violation of Code Section 409A. |