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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.     )
 
 
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Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the
Commission
Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material under §240.14a-12
ICF INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
 
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LOGO

   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2023

 

LOGO

 

John Wasson

Chair, President & Chief

Executive Officer

  Date:   Time:   Place:
  June 1, 2023   8:00 a.m. ET  

Virtual Meeting: Online via live webcast

www.virtualshareholdermeeting.com/ICFI2023

 

 

 

AGENDA:

 

   To elect three (3) directors for a term expiring in 2026 (Proposal 1);

 

   To approve the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan (Proposal 2);

 

   To approve, on an advisory basis, ICF International, Inc.’s (“ICF International”, “ICF”, the “Company”, “we” or “our”) overall pay-for-performance named executive officer compensation program, as disclosed in the Proxy Statement (Proposal 3);

 

   To vote, on an advisory basis, on the frequency of say on pay votes (Proposal 4);

 

   To amend ICF International’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of ICF (Proposal 5);

 

   To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2023 (Proposal 6); and

 

   To transact any other business that is properly brought before the meeting or any adjournment or postponement.

 

Pursuant to the Delaware General Corporation Law and ICF International’s Amended and Restated Bylaws, stockholders of record at the close of business on April 3, 2023, are entitled to notice of, and to vote at, the 2023 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting, the Proxy Statement, and form of proxy or voting instruction form are being distributed and made available on or about April 21, 2023.

 

To help manage costs and to reduce the environmental impact of the annual meeting process, the Annual Meeting will be a completely “virtual meeting” of stockholders. You will not be able to attend the Annual Meeting physically. Instead, you will be able to attend the Annual Meeting, as well as vote and submit your questions, during the live webcast by visiting www.virtualshareholdermeeting.com/ICFI2023 and entering the 16-digit control number included on your notice, proxy card or voting instruction form. Further details regarding the virtual meeting format can be found in the “Voting and Meeting” section of the Proxy Statement.

 

We are pleased to utilize the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish their proxy materials to stockholders over the Internet. We believe that this allows us to provide you with all the information you need while lowering the costs of delivery for, as well as reducing the environmental impact of, our Annual Meeting. As a result, we are mailing to many of our stockholders a notice, instead of a paper copy, of our Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). This notice contains instructions on how to access those documents over the Internet. We direct your attention to the attached Proxy Statement for more information, including instructions on how stockholders can receive a paper copy of our proxy materials, including our Proxy Statement, our 2022 Form 10-K and a form of proxy or voting instruction form. All stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Employing an electronic distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

 

It is important that your shares of ICF International common stock be represented at the Annual Meeting in order to help ensure the presence of a quorum. Even if you plan to attend the Annual Meeting electronically via live webcast, please vote your shares of ICF International common stock by mailing your completed proxy or voting instruction form, or voting electronically or telephonically, as doing so will ensure your representation at the Annual Meeting regardless of whether you attend electronically via live webcast. Thank you for your cooperation and continued support of ICF International.


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CAST YOUR VOTE RIGHT AWAY

We hope you will exercise your rights as a stockholder and fully participate in our virtual Annual Meeting. It is very important that you vote in order to play a part in the future of our Company. You do not need to attend the virtual Annual Meeting to vote your shares.

If you hold your shares through a broker, bank or nominee, they are not permitted to vote on your behalf for the election of directors and other matters to be considered at the Annual Meeting (except for ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2023), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the internet, all as provided to you or as instructed by your broker, bank or other nominee. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the stockholder meeting.

Even if you plan to attend our Annual Meeting electronically via live webcast, please read the Proxy Statement with care and vote right away using any of the following methods. In all cases, have your notice, proxy card or voting instruction form in hand and follow the instructions.

 

BY INTERNET USING YOUR COMPUTER   BY TELEPHONE   BY MAILING YOUR PROXY CARD
LOGO   LOGO   LOGO

Visit 24/7

www.proxyvote.com

 

Registered Owners dial

toll-free 24/7

1-800-690-6903

 

Cast your ballot,

sign your proxy card

and send by free post

PARTICIPATING IN THE ANNUAL MEETING

A summary of the information you need to participate in the Annual Meeting online is provided below:

 

  1.

Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/ICFI2023.

 

  2.

Webcast starts at 8:00 a.m. Eastern Time.

 

  3.

Stockholders may vote and submit questions while attending the Annual Meeting on the Internet.

 

  4.

Please have your 16-digit control number to participate in the Annual Meeting.

 

  5.

Information on how to participate via the Internet is posted at www.virtualshareholdermeeting.com/ICFI2023.


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PROXY SUMMARY

To assist you in reviewing the proposals to be acted upon at the 2023 annual meeting of stockholders (the “Annual Meeting”), we call your attention to the following information about ICF International, Inc.’s (“ICF International,” “ICF,” the “Company,” “we,” “our” or “us”) 2022 financial performance, key executive compensation actions and decisions and corporate governance highlights. The following description is only a summary. For more complete information about these topics, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “2022 Form 10-K”), and the complete Proxy Statement that follows.

 

         
     
   

PROPOSALS WHICH REQUIRE YOUR VOTE

   

  

     

  

 

   

More

Information

 

Board

Recommendation

 

Votes Required for

Approval

 

PROPOSAL 1

  Elect three (3) directors to the Board of Directors (the “Board”) of the Company to serve for a term expiring at our annual meeting of stockholders in 2026   Page 5   FOR each Director Nominee   Majority of the votes cast with respect to each director in the election of directors.

PROPOSAL 2

  Approve the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan   Page 16   FOR   Majority of the votes entitled to be cast for the proposal.

PROPOSAL 3

  Provide an advisory vote on ICF International’s overall pay-for-performance named executive officer compensation program   Page 23   FOR   Majority of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.

PROPOSAL 4

  Provide an advisory vote on the frequency of say on pay votes   Page 24   EVERY YEAR   Plurality of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome

PROPOSAL 5

  Amend ICF International’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of ICF   Page 25   FOR   The affirmative vote of the holders of at least 66 2/3% of the total number of outstanding shares.

PROPOSAL 6

  Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2023   Page 27   FOR   Majority of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.

 

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ABOUT ICF INTERNATIONAL

   

  

     

  

ICF provides professional services and technology-based solutions to government and commercial clients, including management, marketing, technology and policy consulting and implementation services. We help our clients conceive, develop, implement and improve solutions that address complex business, natural resource, social, technological and public safety issues. Our approximately 9,000 employees serve clients from our headquarters in the Washington D.C. metropolitan area, our 58 regional offices throughout the U.S. and 24 offices outside the U.S., including offices in the United Kingdom, Belgium, India and Canada. ICF’s website is www.icf.com.

As of December 31, 2022, ICF had total annual revenue of $1.78 billion, total consolidated assets of approximately $2.09 billion and total consolidated stockholders’ equity of approximately $0.85 billion.

ICF International is a Delaware corporation and our principal executive offices are currently located at 1902 Reston Metro Plaza, Reston, Virginia 20190.

 

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2022 Business Highlights

Financial Performance. All financial numbers referenced below were previously reported in the 2022 Form 10-K. Additional discussion of each of the metrics listed below can also be found in the 2022 Form 10-K.

In 2022 we won a record $2.3 billion in contract awards, laying the foundation for strong future growth. Revenue in 2022 amounted to $1.78 billion, representing 14.6% growth over the $1.55 billion reported for 2021. Service revenue increased 15.8% year-over-year to $1.29 billion, from $1.11 billion in 2021. 2022 net income amounted to $64.2 million, or $3.38 per diluted share, inclusive of $1.31 of tax-effected special charges, of which the overwhelming majority were facility, severance, and mergers & acquisitions-related charges. This compares to net income of $71.1 million reported in 2021, or $3.72 per diluted share, inclusive of $0.63 of tax-effected special charges, of which $0.57 represented facility and mergers & acquisition-related charges.

 

Total revenue increased 14.6% from $1.55 billion in 2021 to $1.78 billion in 2022.

 

            

  

Service revenue increased 15.8% year-over-year to $1.29 billion, from $1.11 billion in 2021. Service revenue is a non-GAAP measure and is calculated as U.S. GAAP revenue less subcontractor and other direct costs (which include third-party materials and travel expenses). A reconciliation of U.S. GAAP revenue to service revenue can be found on Page 45 of the 2022 Form 10-K.

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Operating income decreased 2.0% from $110.9 million in 2021 to $108.8 million in 2022.

    

2022 net income was $64.2 million, a decrease of 9.7% over $71.1 million in 2021.

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Diluted earnings per share (“EPS”) was down 9.1% to $3.38 in 2022 compared to $3.72 in 2021, of which $1.31 represented tax-effected facility, severance, and mergers & acquisitions-related charges.

 

            

  

Non-GAAP EPS increased 19.7% from $4.82 in 2021 to $5.77 in 2022. Non-GAAP EPS represents diluted EPS, excluding the impact of certain items such as special charges and acquisition-related expenses that are not indicative of the performance of our ongoing operations, and the impact of amortization of intangible assets related to acquisitions and income tax effects. Non-GAAP EPS differs from other similar Non-GAAP EPS measures for annual incentive plans (see Annex A) and performance shares (see Annex B). A reconciliation of this Non-GAAP EPS can be found on Page 46 of the 2022 Form 10-K.

 

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COMPENSATION HIGHLIGHTS

   
       

  

The Human Capital Committee of the Board (the “Human Capital Committee”) approved the following actions during fiscal year 2022 and at the beginning of fiscal year 2023, to maintain governance best practices and the pay-for-performance nature of our executive compensation program:

 

   

Continued utilizing performance-based share awards (“PSAs”) as a key component of ICF’s long-term incentive program. PSAs are performance contingent awards under which executives may earn shares depending on the Company’s actual performance against pre-established performance measures. The performance periods of the PSAs are long-term and further align executives’ interests with the interests of long-term stockholders.

 

   

Conducted an annual review to ensure compliance with stock ownership guidelines for our named executive officers (“NEOs”). As of April 3, 2023, each NEO met the stock ownership guidelines or is expected to meet the applicable stock ownership guidelines within the specified time period.

 

   

Continued the performance focus in the Company’s annual bonus program, referred to as the Annual Incentive Plan, rigorously linking pay to performance. Annual threshold, target and maximum performance goals were established with appropriate incentive payouts at each level.

 

   

Continued the annual review of NEO compensation against best practices and competitive market data.

 

   

Extensively reviewed external executive compensation trends to ensure that the Company’s executive compensation practices align with market best practices. The peer group data and other market data from nationwide salary surveys are used to provide a relevant basis for determining executive pay levels.

 

   

Supported the continuation of an annual, non-binding, advisory vote of the Company’s stockholders regarding the Company’s overall pay-for-performance named executive officer compensation program (“Say on Pay”). The Say on Pay vote at the Annual Meeting (Proposal 3) will be the thirteenth consecutive annual Say on Pay vote by stockholders.

For additional information on compensation related matters, see the Compensation Discussion & Analysis (the “CD&A”) section of this Proxy Statement, beginning on Page 50.

 

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2022 EXECUTIVE TARGET TOTAL COMPENSATION MIX

Under our executive compensation program, a significant portion of the Chair, President and Chief Executive Officer’s (“CEO’s”) and other NEOs’ annual total compensation opportunity is variable (79.4% and 62.4% respectively), based on our operating performance and/or our stock price.

 

 

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CORPORATE GOVERNANCE HIGHLIGHTS

   
       

  

 

ICF has a longstanding commitment to effective governance of its business and affairs for the benefit of its stockholders. The Board’s Governance and Nominating Committee (the “Governance and Nominating Committee”) periodically reviews our Corporate Governance Guidelines to maintain effective and appropriate standards of corporate governance.

BOARD LEADERSHIP STRUCTURE

Our Board leadership structure currently consists of a Chair of the Board (the “Chair”) who also serves as our CEO, a Lead Independent Director and independent committee chairs. The Board believes that ICF has been well served by combining the CEO and Chair positions, complemented by a strong and effective Lead Independent Director. The Board further believes that the current structure is in the best interests of the Company and its stockholders.

LEAD INDEPENDENT DIRECTOR

Dr. Srikant Datar was elected to serve as ICF’s Lead Independent Director, effective as of May 27, 2021. Both the Board and management believe that strong, independent Board leadership is a critical aspect of effective corporate governance.

Lead Independent Director responsibilities include, but are not limited to:

 

   

Chairing any meeting of the independent directors in executive session;

 

   

Facilitating communications between other members of the Board and the Chair; however, each director is free to communicate directly with the Chair;

 

   

Working with the Chair in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board;

 

   

Consulting with the Chair on matters relating to corporate governance and Board performance;

 

   

Leading the deliberation and action by the Board or a Board committee regarding any offer, proposal or other solicitation or opportunity involving a possible acquisition or other change in control of the Company, including by merger, consolidation, asset or stock sale or exchange, or recapitalization;

 

   

In conjunction with the Chair of the Governance and Nominating Committee, overseeing and participating in the annual board evaluation and succession planning process;

 

   

Participating in the Human Capital Committee’s annual performance evaluation of, and succession planning for, the Chair, President and CEO; and

 

   

Meeting with any director whom the Lead Independent Director deems is not adequately performing his or her duties as a member of the Board or any committee.

BOARD COMMITTEES

The three (3) standing committees established by the Board meet on a regular basis and operate under written charters approved by the Board. Each committee performs an annual self-evaluation to determine whether the committee is functioning effectively and fulfilling its duties, as prescribed by its charter. All members of the Audit Committee of the Board (the “Audit Committee”), the Human Capital Committee and the Governance and Nominating Committee are independent, and each committee has the ability to hire and terminate its own outside advisors.

BOARD RISK OVERSIGHT

Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. Our Board meets regularly to discuss the strategic direction of, and the issues and opportunities facing our Company. Our Board provides guidance to management regarding our strategy, including in connection with our results of operations and related trends and factors contributing to or affecting our results, long-term strategy, financial reporting and risks associated with these aspects of the Company’s business. The involvement of the Board in setting our business strategy is an important part of determining the types and appropriate levels of risk undertaken by the Company. Management conducts regular enterprise risk assessments, which include feedback from the Board, to ascertain and define the most significant risks facing the Company. After assessments are complete, management reports regularly to the Board and Board committees on the status and completion of actions associated with the most significant risks.

We have also established a Code of Business Ethics and Conduct (the “Code of Ethics”) that establishes standards of conduct and expectations for our employees and the overall manner in which we conduct business. The Code of Ethics, along with our other policies and business standards, and our overall risk and compliance programs are components of mitigating the risks associated with the operation of our business.

CONTINUING EDUCATION

ICF’s Corporate Governance Guidelines encourage all directors to receive continuing education in areas that will assist them in discharging their duties. The Governance and Nominating Committee routinely reviews education opportunities available for Board members and has identified a series of courses and programs suited to the Directors’ service on the Board and Board committees.

 

 

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STOCK OWNERSHIP AND HOLDING PERIOD REQUIREMENTS

The Board believes that designated executives of the Company should have a financial stake in ICF so that their interests are aligned with those of the stockholders and will cause them to more effectively represent ICF’s stockholders. The 2018 Executive Stock Ownership Policy, as amended, requires executives to own ICF common stock in a value equal to, or in excess of, the multiple of their annual base salary as follows:

 

    

 

   Executive Chair:*

  

5x

  

    

 

   CEO:

  

5x

  
 

   Other NEOs:

  

2x

  
 

   Other designated executives:

  

1x

  

*While the policy references an Executive Chair, that position is currently vacant and we do not currently intend to fill that position.

Stock ownership levels are to be achieved within five (5) years of appointment or designation, as the case may be, for executives. For executives appointed or designated mid-year, such levels, if not achieved by their fifth anniversary of becoming such an executive, are to be achieved no later than December 31 of that fifth year.    

The Board also believes that its own members should share stockholders’ focus on the Company’s long-term value. As such, the Board adopted a Board member stock ownership policy establishing, as a guideline, that each non-employee director of the Company be expected to own shares of Company common stock valued at five (5) times such director’s annual cash retainer fees, which may include shares of unvested restricted stock (i.e., directors are strongly encouraged to hold common stock valued at $425,000). Such ownership level is to be achieved over a period of four (4) years after becoming a member of the Board.

As of April 3, 2023, each of our NEOs and non-employee directors either met the above stock ownership guidelines or is expected to meet the applicable ownership guidelines within their respective specified time period.

ANTI-HEDGING AND ANTI-PLEDGING

Pursuant to the Company’s Policy on Insider Information and Securities Trading (“Policy on Insider Information”), the Company considers it improper and inappropriate for any employee, officer or director of the Company to engage in short-term or speculative transactions in the Company’s securities. The policy specifically prohibits directors, officers, and other employees from engaging in short sales of the Company’s securities and transactions in puts, calls or other derivative securities (sometimes referred to as “hedging”). Each of the NEOs and directors complied with the Policy on Insider Information during fiscal year 2022.

Previously, individual stock grant agreements prohibited the pledging or assignment of stock grants. In April 2020, the Company adopted an updated and more comprehensive Hedging and Pledging Transactions Policy (the “Hedging and Pledging Policy”) which is applicable to our directors, Section 16 reporting officers and other designated officers of the Company, which was further updated in September 2020. The policy establishes a restriction on short sales and other hedging transactions, pledging and the establishment of margin accounts. In addition, stock grant agreements prohibit the pledging or assignment of awards.

Directors and other covered officers who established pledging arrangements within the prior limitations will be prohibited from establishing new arrangements and are encouraged to wind down and conclude any legacy arrangements. There are currently no directors with any legacy pledging arrangements in place.

 

 

 

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GOOD GOVERNANCE PRACTICES

 

  

 

 

 

  As of the end of 2022, the Board was 87.5% independent, 37.5% female, 37.5% minority and included a minority Lead Independent Director.

 

  The Board reflects a range of talents, ages, skills, diversity and expertise.

 

  Each director attended over 75% of applicable Board/committee meetings in 2022.

 

  The Board has three (3) independent standing committees, each operating under a written charter, chaired by an independent director and composed entirely of independent directors: Audit, Human Capital, and Governance and Nominating.

 

  The Board has adopted comprehensive Corporate Governance Guidelines to guide its oversight and leadership.

 

  The Board conducts an annual evaluation of the Chair, President and CEO.

 

  ICF has stock ownership guidelines for directors and executive officers.

 

  We restrict hedging and short sales of our equity securities by directors and executive officers.

 

  Pursuant to our Hedging and Pledging Policy, short sales and other hedging transactions, pledging and establishment of margin accounts are fully restricted.

 

  The Board reviews management talent and succession planning annually.

 

  No stockholder rights plan or “poison pill” has been adopted.

 

  The Human Capital Committee, in conjunction with an independent compensation consultant, routinely reviews our pay-for-performance executive compensation program.

 

  Neither the Board nor management has engaged in related party transactions.

 

  The severance agreements with the NEOs have a “double trigger” in connection with any severance benefits payable following a change of control.

 

  The severance arrangements with Messrs. Morgan, Broadus and Lee and Ms. Choate also include specific “clawback” rights.

 

  The Human Capital Committee annually reviews an assessment of compensation and related risk, as more fully described in the CD&A.

 

  The Board has a strong Lead Independent Director with clearly articulated responsibilities.

 

  All current directors are independent, except Mr. Wasson, the Chair, President and CEO.

 

  The Company has a majority voting standard in uncontested director elections.

 

  The Board holds regular executive sessions of non-management directors.

 

  The Board and committees conduct an annual self-evaluation process.

 

 

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BOARD EVALUATION

The Directors participate in an annual evaluation of the full Board and each committee on which they serve in order to assess the performance and effectiveness of the Board and its committees. The responses and comments are presented to and discussed with the Board and each committee of the Board. In addition, every two years, the Lead Independent Director and the Chair of the Governance and Nominating Committee supplement the annual evaluation process with individual meetings and peer evaluations with each Director. The last supplemental evaluation was conducted in 2022. These supplemental discussions are intended to enhance the existing Board evaluation process and foster even greater discussion regarding the adequacy and effectiveness of the Board and such committees.

Additionally, the Board has conducted and plans to continue to periodically conduct external evaluations by an independent third party. The external evaluations would include interviews with directors and may include interviews with key management personnel, to determine existing strengths of the Board, as well as areas of improvement, to increase overall Board effectiveness.

COMPENSATION RECOUPMENT POLICY

The Company’s basic recoupment policy is set forth in the 2018 Omnibus Incentive Plan, as amended (the “2018 Incentive Plan”), and is emphasized and enhanced through individual severance arrangements with NEOs. Under the recoupment policy, if any of the Company’s financial statements are required to be restated due to errors, omissions or fraud, the Human Capital Committee may direct that the Company recover all, or a portion of, any award (cash or equity) granted or paid to a participant, with respect to the fiscal year which is negatively affected. If so directed, the amount to be recovered from the participant shall be the amount by which the award exceeded the amount that would have been payable to the participant had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire award) that the Human Capital Committee shall determine. In no event shall the amount to be recovered by the Company be less than the amount required to be repaid or recovered as a matter of law (including but not limited to amounts that are required to be recovered or forfeited under Section 304 of the Sarbanes-Oxley Act of 2002).

Severance agreements for Messrs. Morgan, Broadus, Lee and Ms. Choate further define and expand the Company’s recoupment rights. The agreements provide that, except following a change of control, the Company has “clawback” rights with respect to “Excess Incentive Awards” arising from an expanded list of “Clawback Events” as defined in the agreements. Except in situations involving fraud (as to which the statute of limitations will apply), the Human Capital Committee may, within three years after the latest to occur of a Clawback Event or harm to the Company, determine and recommend to the Board (acting in its sole discretion, but in good faith) that the Company recover (including, without limitation, through forfeiture) all or a portion of any incentive compensation (including short-term Annual Incentive Plan incentive awards and long-term (equity) incentive awards) that was granted after the date of the agreement, based wholly or in part on a financial reporting, stock price or similar shareholder return measure under an incentive compensation plan or other incentive compensation arrangement with respect to any of our fiscal years that were negatively affected by such events or matters. Equity awards that were granted before the date of the new agreements and are based wholly or in part on a financial reporting, stock price or similar shareholder return measure, as well as equity awards that vest based on the passage of time, are excluded from the operation of the new clawback provisions.

On October 26, 2022, the SEC adopted Rule 10D-1 to the Exchange Act to implement the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act). Rule 10D-1, directs the national securities exchanges and associations (including our own securities exchange, NASDAQ) to establish listing standards requiring each listed issuer to implement policies providing for, in the event of certain accounting restatements, the recovery of incentive-based compensation received by current or former executive officers to the extent such compensation was based on erroneously reported financial information. If Proposal 2 of this Proxy Statement is approved by our shareholders, the 2018 Incentive Plan will be amended and restated to, among other things, include updated compensation recovery provisions that coordinate with the requirements of Rule 10D-1, in the expectation that NASDAQ’s listing standards under Rule 10D-1 will become effective no later than November 2023. Additionally, once the final NASDAQ listing standards have been approved, the Company anticipates it will adjust its compensation recovery arrangements to further coordinate with Rule 10D-1, including through the adoption of a clawback policy for that purpose.

 

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STOCKHOLDER ACTIONS

   
       

  

ELECT THREE DIRECTORS TO SERVE FOR A TERM EXPIRING AT OUR ANNUAL MEETING IN 2026 (PROPOSAL 1)

You will find important information in this Proxy Statement about the qualifications and experience of each of the director nominees whom you are being asked to elect. The Governance and Nominating Committee performs an annual assessment to evaluate whether ICF’s directors have the skills and experience to effectively oversee the Company. Each of our director nominees is a current director of the Company and has demonstrated leadership ability, sound judgment, integrity and a commitment to the success of our Company.

Director Nominees

 

 

Name

 

Director

Since

  Age   Independent    Principal Occupation   

Other Public

Boards

  

ICF

International

Board

Committees

Ms. Marilyn

Crouther

  2020   57   Yes    CEO & Principal, Crouther Consulting, LLC    Capri Holdings, Limited   

Audit (Chair);

Human Capital

             

Mr. Michael J.

Van Handel

  2017   63   Yes    Retired Executive Vice President & CFO, Manpower Group    Manpower Group    Audit; Governance & Nominating (Chair)

Dr. Michelle A.

Williams

  2021   61   Yes    Dean, Harvard T.H. Chan School of Public Health    N/A    Audit

APPROVE THE AMENDED AND RESTATED ICF INTERNATIONAL, INC. 2018 OMNIBUS INCENTIVE PLAN (PROPOSAL 2)

Stockholders are being asked to vote in favor of an amendment and restatement of the 2018 Incentive Plan to (1) increase the total number of shares authorized for issuance under the plan by 450,000 shares to a total of 2,050,000 shares; (2) incorporate provisions allowing for compensation recovery consistent with the requirements of Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and exchange listing standards to be adopted thereunder by NASDAQ; (3) rename the plan as the “Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan”; and (4) make certain other non-substantive amendments intended to clarify various plan provisions. The proposal was approved by the Board on April 5, 2023. The Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan will be considered effective if and when approved by our stockholders at the Annual Meeting.

Detailed information on Proposal 2 can be found on pages 16 through 22 in this Proxy Statement and a copy of the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan is attached as Exhibit A to this Proxy Statement.    

PROVIDE AN ADVISORY VOTE REGARDING ICF INTERNATIONAL’S OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM (PROPOSAL 3)

Stockholders are being asked to cast a non-binding, advisory vote on our overall pay-for-performance NEO compensation program. Last year, approximately 97% of the votes cast by our stockholders supported ICF’s overall pay-for-performance executive compensation program. In evaluating this year’s Say on Pay proposal, we recommend that you carefully review the CD&A section of this Proxy Statement which explains how and why the Human Capital Committee arrived at its executive compensation actions and decisions for 2022.

PROVIDE AN ADVISORY VOTE REGARDING ICF’S FREQUENCY OF SAY ON PAY VOTING (PROPOSAL 4)

Stockholders are being asked to cast a non-binding, advisory vote (commonly known as a “Say When on Pay” or “Say on Frequency” vote) on how frequently the Company’s stockholders are given an opportunity to cast a “Say on Pay” vote at future annual stockholder meetings (or any special stockholder meeting for which ICF must include executive compensation information in the proxy statement for that meeting). Under this Proposal 4, you may vote to have a “Say on Pay” vote take place every year, every two years or every three years. The Board recommends continuing to hold an annual Say on Pay vote.

 

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AMEND THE ICF INTERNATIONAL AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF ICF (PROPOSAL 5)

Stockholders will be asked to consider a proposal to approve an amendment to the Certificate of Incorporation of the Company (the “Charter”) to provide exculpation from liability for officers of the Company from certain monetary claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company.

Detailed information on Proposal 5 can be found on pages 25 through 26 in this Proxy Statement.

RATIFY THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023 (PROPOSAL 6)

The Audit Committee has appointed, and the Board has approved the appointment of, Grant Thornton as the Company’s independent registered public accounting firm (“independent auditor”) for fiscal year 2023. While we are not required to have stockholders ratify the selection of Grant Thornton as the Company’s independent auditor, we are doing so because we believe it is good corporate governance practice. If stockholders do not ratify the selection, the Audit Committee will reconsider the appointment, but may nevertheless retain Grant Thornton as the Company’s independent auditor. Even if the selection is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent auditor at any time during the year if it determines that such change is in the best interests of the Company and its stockholders.

 

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SUBMISSION OF STOCKHOLDER PROPOSALS OR NOMINATIONS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

   
       

  

Stockholder proposals submitted for inclusion in our 2024 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by us by December 23, 2023. Notice of stockholder proposals to nominate a person for election as a director or to introduce an item of business at the 2024 annual meeting of stockholders outside Rule 14a-8 must be received by us no earlier than February 2, 2024, and no later than March 3, 2024.

In addition to complying with the procedures described above, stockholders who intend to solicit proxies in support of a director nominee other than the Company’s nominees for consideration by the stockholders at the Company’s 2024 annual meeting of stockholders must also comply with the SEC’s “universal proxy card” rules under Rule 14a-19 of the Exchange Act (Rule 14a-19). Rule 14a-19 requires proponents to provide a notice to the Corporate Secretary of the Company, no later than April 2, 2024, setting forth all of the information and disclosures required by Rule 14a-19. If the 2024 annual meeting of stockholders is set for a date that is not within 30 calendar days of the anniversary of the date of the 2023 Annual Meeting of Stockholders, then notice must be provided by the later of 60 calendar days of the anniversary of the date of the 2023 Annual Meeting of Stockholders or by the close of business on the tenth calendar day following the day on which a public announcement of the date of the 2024 annual meeting of stockholders is first made.

 

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VOTING AND MEETING INFORMATION

     1  

PROPOSAL 1 ELECTION OF DIRECTORS

     5  
PROPOSAL 2 APPROVAL OF THE AMENDED AND RESTATED ICF INTERNATIONAL, INC. 2018 OMNIBUS INCENTIVE PLAN      16  
PROPOSAL 3 ADVISORY SAY ON PAY VOTE REGARDING ICF’S OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM      23  
          
PROPOSAL 4 ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE SAY ON PAY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION      24  
          
PROPOSAL 5 AMENDMENT OF ICF INTERNATIONAL’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF ICF      25  
          
PROPOSAL 6 RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      27  
AUDIT COMMITTEE REPORT      29  
CORPORATE GOVERNANCE AND BOARD MATTERS      31  

Board and Committee Meetings in 2022

     31  

Corporate Governance Guidelines

     31  

Director Independence

     31  

Board Leadership Structure; Lead Independent Director

     31  

Risk Oversight

     32  

Board Evaluation

     32  

Board Committees

     33  

Human Capital Committee Interlocks and Insider Participation

     35  

Process for Selecting and Nominating Directors

     35  

Executive Stock Ownership Policy

     36  

Board Stock Ownership Guidelines

     36  

Director Continuing Education

     36  

Prohibitions on Derivatives Trading, Hedging and Pledging

     37  

Stockholder Engagement and Communications with the Board

     37  

Political Contributions and Lobbying

     37  

Director Compensation Table for 2022

     38  

Director Compensation

     38  

Code of Ethics

     39  

Certain Relationships and Transactions with Related Persons

     39  

Other Transactions Considered for Independence Purposes

     39  

Environmental, Social and Governance – Our Commitment to Corporate Responsibility

     40  
EXECUTIVE OFFICERS OF THE COMPANY      45  
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS      47  
EXECUTIVE COMPENSATION      49  

Compensation Discussion and Analysis

     50  

Fiscal 2022 – Financial Highlights

     50  

Compensation Highlights

     50  

Stockholder-Aligned Executive Compensation Practices

     51  

Compensation Philosophy and Objectives

     51  

Guidelines for ICF’s Executive Officer Compensation Program

     52  

Implementing Our Objectives

     54  

Annual Compensation Practice Review

     55  

2022 Say on Pay Vote

     56  

Executive Compensation Components

     56  

Base Salary

     56  

Short-Term Incentive Compensation

     56  

Long-Term Incentive Equity Awards

     58  

Actions Approved in 2023

     61  

Retirement and Other Benefits

     62  

Compensation Practices and Risk

     63  

Summary Compensation Table

     64  

Grants of Plan-Based Awards in 2022

     66  

Outstanding Equity Awards at 2022 Fiscal Year-End

     67  

Stock Vested During 2022

     68  

Deferred Compensation Plan

     68  

Potential Payments upon Termination or Change of Control

     69  

Wasson Severance Agreement

     69  

Payments to other NEOs Pursuant to Severance Letter Agreements

     71  

Payments in the Event of Death or Disability

     75  

Payments in the Event of Retirement

     75  
HUMAN CAPITAL COMMITTEE REPORT      76  
CEO PAY RATIO      77  
PAY VS. PERFORMANCE      78  
STOCKHOLDERS’ PROPOSALS FOR THE 2024 ANNUAL MEETING      83  
SOLICITATION BY BOARD; EXPENSES OF SOLICITATION      83  
ANNEX A      84  
ANNEX B      85  
 

 

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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ICF International, Inc. (“ICF International,” “ICF,” the “Company,” “we,” “our” or “us”) to be used at the 2023 annual meeting of stockholders of the Company (the “Annual Meeting”). In an effort to manage costs and to reduce the environmental impact of the annual meeting process, the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ICFI2023, on June 1, 2023, at 8:00 a.m., Eastern time. You will not be able to attend the Annual Meeting physically. This Proxy Statement and enclosed proxy form are being made available over the Internet or delivered by mail, on or about April 21, 2023, to stockholders of record.

VOTING AND MEETING INFORMATION

What is the purpose of the Annual Meeting?

 

At our Annual Meeting, you will be asked to:

 

       

More

Information

  Board Recommendation   Votes Required for Approval
PROPOSAL 1  

Elect three (3) directors to the Board to serve for a term expiring at our annual meeting of stockholders in 2026

 

  Page 5   FOR each Director Nominee   Majority of the votes cast with respect to each director in the election of directors.
PROPOSAL 2  

Amend and Restate the ICF International, Inc. 2018 Omnibus Incentive Plan

 

  Page 16   FOR   Majority of the votes entitled to be cast for the proposal.
PROPOSAL 3  

Provide an advisory vote regarding ICF International’s overall pay-for-performance named executive officer compensation program (the “Say on Pay” vote)

 

  Page 23   FOR  

Majority of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.

PROPOSAL 4   Provide an advisory vote on the frequency of say on pay votes (the “Say on Frequency” vote)   Page 24   EVERY YEAR  

Plurality of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.

 

PROPOSAL 5  

Amend ICF International’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of ICF

 

  Page 25   FOR   The affirmative vote of the holders of at least 66 2/3% of the total number of outstanding shares.
PROPOSAL 6   Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2023   Page 27   FOR   Majority of the votes entitled to be cast for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.

 

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VOTING AND MEETING INFORMATION

 

 

How does the Board recommend that I vote?

 

Our Board recommends that you vote your shares: (i) FOR the nominees for election to the Board; (ii) FOR Proposals 2, 3, 5 and 6, and (iii) EVERY YEAR for Proposal 4.

Who is entitled to vote?

 

Holders of record of our common stock as of the close of business on April 3, 2023, are entitled to vote at the Annual Meeting. At that time, we had 18,788,082 outstanding shares of common stock. We have no other outstanding classes of stock that are entitled to vote at the Annual Meeting. Voting stockholders are entitled to one (1) vote per share.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

 

We are pleased to utilize the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of such materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail.

To reduce the expense of delivering duplicate notices to stockholders, we are relying upon SEC rules that permit us to deliver only one (1) set of the proxy materials to multiple stockholders who share an address. We send a separate notice to each stockholder about this option, and we will deliver (a) a separate copy of the proxy materials to any stockholder at a shared address who requests his or her own copy or (b) a single copy if multiple copies are sent to one address and the stockholders who share the address would like to receive only a single copy. Requests should be made to ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia 20190, Attention: Corporate Secretary, phone number (703) 934-3000.

How can I access the proxy materials over the Internet?

 

Your notice about the Internet availability of the proxy materials, proxy form, or voting instruction form will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials are also publicly available, free of charge, at www.proxyvote.com. Our proxy materials will be available at this website through the conclusion of the Annual Meeting.

Your notice of Internet availability of proxy materials, proxy form, or voting instruction form will contain instructions on how you may request access to proxy materials electronically on an ongoing basis. Choosing to access your proxy materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials.

How may I obtain a paper copy of the Company’s proxy materials, 2022 Form 10-K, and/or other financial information?

 

Stockholders receiving a notice about the Internet availability of the proxy materials will find instructions regarding how to obtain a paper copy of the proxy materials on their notice. Stockholders also may request a free copy of this Proxy Statement and/or our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “2022 Form 10-K”), by writing to: ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia 20190, Attention: Corporate Secretary. Alternatively, stockholders can access our 2022 Form 10-K on our Investor Relations website at: http://investor.icf.com. We will also furnish any exhibit to the 2022 Form 10-K, if specifically requested.

How do I vote?

 

You may vote electronically via live webcast at the Annual Meeting, or in advance of the Annual Meeting on the Internet, by telephone, or through a proxy or voting instruction form. Stockholders who have received a notice of the availability of the proxy materials by mail may submit proxies over the Internet by following the instructions on the notice. Stockholders who have received a paper copy of a proxy form or a voting instruction form by mail may either:

 

  (i)

submit their proxy over the Internet using their computer or by telephone by following the instructions on the proxy form or voting instruction form; or

 

  (ii)

submit their proxy by mail by signing and dating the proxy form or voting instruction form received and returning it in the prepaid envelope.

What if I hold shares indirectly?

 

If you hold shares in a stock brokerage account, or through a bank or other nominee, you are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or nominee. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote. If you do not direct your broker, bank or nominee how to vote, it is permitted to vote your shares on the ratification of the selection of the independent registered public accounting firm, even if you do not furnish voting instructions; however, it will not be able to vote on other matters.

If your shares are held in street name, your broker, bank or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet.

Can I change my vote?

 

You have the right to revoke your proxy at any time before votes are counted at the Annual Meeting by:

 

   

voting electronically via live webcast at the Annual Meeting;

 

 

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VOTING AND MEETING INFORMATION

 

 

   

entering a new vote by using the Internet or the telephone, or by mailing a new proxy form or new voting instruction form bearing a later date, which will automatically revoke your earlier voting instructions; or

 

   

notifying us at our corporate offices by writing to ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia, 20190, Attention: Corporate Secretary.

Attendance at the Annual Meeting via attending the webcast will not in itself constitute revocation of your proxy.

Attending the Annual Meeting

 

Attendance at the Annual Meeting is limited to stockholders who, as of the record date, are:

 

   

stockholders of record;

 

   

beneficial holders of ICF International common stock held by a broker, bank or other nominee; or

 

   

authorized representatives of entities who are record or beneficial holders.

To listen and participate in the Annual Meeting, please visit www.virtualshareholdermeeting.com/ICFI2023 and enter the 16-digit control number included on your notice, proxy card or voting instruction form. You may log in 15 minutes before the start of the Annual Meeting to test your Internet connectivity. You can vote and submit questions while attending the meeting online.

How do I submit questions and vote electronically?

 

You may log in 15 minutes before the start of the Annual Meeting to submit questions online. You will be able to submit questions during the Annual Meeting as well. Once you have logged into the webcast, simply type your question into the “Ask a Question” box and click “Submit”. The webcast will be available at www.virtualshareholdermeeting.com/ICFI2023.

You will also be able to vote during the Annual Meeting by providing your 16-digit control number when you log into the webcast at www.virtualshareholdermeeting.com/ICFI2023.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the Virtual Shareholder Meeting login page.

What are the requirements and procedures for a quorum, abstentions, and broker non-votes?

 

Your shares are counted as present at the Annual Meeting if you attend the meeting electronically, if you properly return a proxy by mail, if you vote by telephone or electronically, or if you hold your shares in street name and your broker, bank or other nominee votes your shares on Proposal 6. In order for us to vote on matters at the Annual Meeting, a majority of our outstanding shares of common stock as of April 3, 2023, and entitled to vote must be present electronically via live webcast or by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions will be counted for purposes of establishing a quorum at the meeting

and will be counted as voting on the affected proposal. Broker non-votes will be counted for purposes of establishing a quorum but will not be counted as voting. A broker non-vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and/or has not received voting instructions from the beneficial owner. If a quorum is not present, the Annual Meeting will be adjourned or postponed until a quorum is present.

How many votes are needed to approve each item?

 

For the election of three (3) directors, each for a term of three (3) years:    

 

   

You may vote in favor of or against each nominee or abstain from voting.

 

   

There is no cumulative voting for the election of directors.

 

   

For uncontested director elections, directors must be elected by a majority of the votes cast with respect to each director in the election of directors, which means that nominee(s) receiving more “for” votes than “against” votes cast will be elected.

 

   

Abstentions will have no effect on the outcome of the election.

 

   

The election of directors is a non-routine proposal, which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.

In voting to approve the Amended and Restated ICF International, Inc. 2018 Incentive Plan:

 

   

You may vote in favor of or against the proposal, or you may abstain from voting.

 

   

Approval of the additional shares for the Amended and Restated ICF International, Inc. 2018 Incentive Plan requires the affirmative vote of a majority of the shares entitled to vote thereon present electronically via live webcast or by proxy at the Annual Meeting.

 

   

Abstentions will have the same effect as voting against this proposal.

 

   

The approval of this proposal is a non-routine proposal, which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.

The Say on Pay vote is only an advisory vote to the Board regarding the overall pay-for-performance compensation program for the Company’s named executive officers (“NEOs”).

 

   

You may vote in favor of or against the Company’s compensation program, or you may abstain from voting.

 

 

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VOTING AND MEETING INFORMATION

 

 

   

Since this is an advisory vote only, there are no minimum stockholder approval requirements; however, in order for the resolution to pass, a majority of the votes entitled to be cast for this advisory vote must be received. While this is an advisory vote and it is not bound by it, the Board will seriously consider the outcome.

 

   

Abstentions will have the same effect as voting against this proposal.

 

   

The approval of this proposal is a non-routine proposal which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.

The Say on Frequency vote is only an advisory vote to the Board regarding how frequently the stockholders should vote on the Say on Pay vote.

 

   

You may vote in favor of having the Say on Pay vote occur every year, every two years or every three years, or you may abstain from voting.

 

   

Since this an advisory vote only, there are no minimum stockholder approval requirements.

 

   

Abstentions will have no effect on the result of this vote.

 

   

This proposal is a non-routine proposal which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.

For the amendment to the ICF Amended and Restated Certificate of Incorporation,

 

   

The affirmative vote of the holders of at least 66 2/3% of the total number of outstanding shares of our common stock entitled to vote generally in the election of directors is required to approve the amendment.

 

   

Abstentions will have the same effect as voting against this proposal.

 

   

The approval of this proposal is a non-routine proposal which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares.    Because approval of this action is based on the entire voting power of ICF, a broker non-vote will have the same effect as a vote AGAINST this proposal, even though brokers will not be able to vote any uninstructed shares.

In voting on the ratification of the selection of Grant Thornton as the independent registered public accounting firm:

 

   

You may vote in favor of the proposal, against the proposal, or abstain from voting.

 

   

The ratification of the selection of Grant Thornton as the independent registered public accounting firm is an advisory vote only that is performed as a means of good corporate governance, and as such, there are no minimum stockholder approval requirement; however, in order for ratification to occur, a majority of the votes entitled to be cast for this advisory vote must be received. While this is an advisory vote and it is not bound by it, the Board will seriously consider the outcome.

 

   

Abstentions will have the same effect as voting against the proposal.

 

   

Broker non-votes will have no effect on the voting, although no broker non-votes are expected to exist in connection with this vote as ratification of the independent registered public accounting firm is considered a routine matter under applicable rules.

To minimize the number of broker non-votes, the Company encourages you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice of Internet Availability of Proxy Materials or voting instruction form and by the organization that holds your shares.

How will voting on any other business be conducted?

 

We currently do not know of any business to be considered at the Annual Meeting other than the six (6) proposals described in this Proxy Statement. If any other business is properly presented at the Annual Meeting, your proxy gives authority to the named proxies to vote your shares on such matters, including any adjournment or postponement of the meeting, at their discretion.

Who will count the vote?

 

A representative of American Election Services, LLC will tabulate the votes and act as inspector of elections.

Where can I find the voting results of the Annual Meeting?

 

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of elections and published within four (4) business days following the conclusion of the Annual Meeting via a Form 8-K current event filing.

 

 

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PROPOSAL 1

 

 

PROPOSAL 1

ELECTION OF DIRECTORS

Our authorized number of directors is presently fixed at eight (8), divided into three (3) classes, as noted below:

 

CLASS I    CLASS II    CLASS III

        Dr. Srikant M. Datar

   Ms. Marilyn Crouther    Ms. Cheryl W. Grisé

        Mr. John M. Wasson

   Mr. Michael J. Van Handel    Mr. Randall Mehl
   Dr. Michelle A. Williams    Mr. Scott Salmirs

Our directors are elected to serve three-year terms, so that the term of office of one (1) class of directors expires at each annual meeting.

The Board has nominated the following individuals for election as directors for a term expiring at our annual meeting of stockholders in 2026 or until their respective successors have been elected and qualified. All are currently Class II directors.

 

  Ø

Ms. Marilyn Crouther

 

  Ø

Mr. Michael J. Van Handel

 

  Ø

Dr. Michelle A. Williams

If any of these nominees becomes unavailable for election, the proxy may be used to vote for a substitute, or in favor of holding a vacancy to be filled by the directors. We have no reason to believe that any nominee will be unavailable. The uncontested director nominees will be elected by a majority of the votes cast at the Annual Meeting with respect to each director. For the Company’s purposes, “a majority of the votes cast” with respect to each director means that the number of votes for the director exceeds the number of votes against the director. You may vote for each nominee named.

Each of the nominees and each continuing director is a seasoned business leader who contributes an array of experience, qualifications, attributes, and skills to the Board. The following pages regarding each nominee and each continuing director provide background information and a summary of some of each person’s key qualifications to serve as a director. The nominees and continuing directors have extensive experience that lends itself to their inclusion on our Board, but we have only included their experience for the last five (5) years in their biography. Please also see the chart summarizing how each nominee and each continuing director reflects Board selection criteria adopted by our Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”). The age indicated for each individual is as of December 31, 2022.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE DIRECTOR NOMINEES

 

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PROPOSAL 1

 

 

The Governance and Nominating Committee maintains, and periodically updates, non-exclusive “Board Membership Criteria” to assist the committee in evaluating candidates for the Board. These criteria, and an indication of which of the criteria are particularly satisfied by each nominee and continuing director, are summarized below:

 

LOGO   

Integrity

   Reputation for integrity, honesty and adherence to high ethical standards

 

     LOGO   

Financial

Demonstrated business and financial acumen and experience

  

   Willingness and ability to contribute positively to the collegial decision-making process of the Board

 

          LOGO   

Strategy

Prominence within professional discipline and/or industry relevant to the Company’s strategy

 

  

   No conflict of interest that would impair ability to represent the interests of all Company stockholders and fulfill responsibilities as a director

 

     LOGO   

Public Company Board Experience

Current or past experience as a board member of another mid-cap or large public company

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Governance

   Commitment to attend and participate in Board and Board Committee meetings regularly

 

     LOGO   

Diversity

Contributes to Board diversity (in terms of race, gender, national origin, etc.)

  

   Strengths and experience that contribute to an ability to serve effectively on one (1) or more Board Committee (Audit, Human Capital, Governance and Nominating)

 

     LOGO   

Capital Markets

Familiarity with capital markets, financing transaction strategy and investor relations

LOGO

 

  

Mergers and Acquisitions

Significant experience in mergers and acquisitions and/or integration

 

     LOGO   

Risk Management

Experience identifying, evaluating and managing corporate risk

 

  Director   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                 
LOGO       Marilyn Crouther                  
                 
LOGO       Srikant M. Datar                  
                 
LOGO       Cheryl W. Grisé                  
                 
LOGO       Randall Mehl                    
                 
LOGO       Scott Salmirs                    
                 
LOGO       Michael J. Van Handel                    
                 
LOGO       John M. Wasson                      
                 
LOGO       Michelle A. Williams                        

 

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PROPOSAL 1

 

 

The charts below reflect the diversity of our current Board based on the self-identified characteristics of our Board members. One-third of our current Board members are women, which places the Company among our industry leaders in gender diversity for boards of directors.

 

LOGO

The following diversity statistics are reported in the standardized disclosure matrix as approved by NASDAQ:

 

Board Diversity Matrix (As of April 3, 2023)

 

  Board Size:

  Total Number of Directors

  

8

     

  Gender:

  

    Female    

  

    Male    

  

  Non-Binary  

   Gender Undisclosed
     

  Number of Directors Based on Gender Identity

   3    5          

  Number of Directors Who Identify in Any of the categories Below:

     

  African American or Black

   2               
     

  Alaskan Native or American Indian

                   
     

  Asian

        1          
     

  Hispanic or Latinx

                   
     

  Native Hawaiian or Pacific Islander

                   
     

  White

   1    4          
     

  Two or More Races or Ethnicities

                   
     

  LGBTQ+

                   
     

  Demographic Background Undisclosed

                   

 

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PROPOSAL 1

 

 

Nominees for Election as Directors for a Term Expiring in 2026 - Class II Directors

 

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Marilyn Crouther

 

CEO & Principal, Crouther Consulting, LLC

 

  
 

Career Highlights

 

  Crouther Consulting, LLC., a provider of consulting services to IT companies, corporate executives and small businesses

 

  CEO and Principal (2018 to present)

 

  DXC Technology, a global IT services and solutions leader (resulting from the merger of Hewlett Packard Enterprise-Enterprise Services and Computer Science Corporation) (NYSE: DXC)

 

  Senior Vice President and General Manager, US Public Sector (2017 to 2018)

 

  Hewlett Packard Enterprise, an information technology company (NYSE: HPE)

 

  Senior Vice President and General Manager (2015 to 2017)

 

  Hewlett Packard Company, a Fortune 500 developer and provider of hardware, software and related services

 

  Senior Vice President and General Manager, US Public Sector (2011 to 2015)

 

  Vice President & CFO, US Public Sector (1999 to 2011)

  Several other senior finance and accounting positions (1989 to 1999)

  

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)

  Director (2021 to present)

  Audit Committee member (2021 to present)

  Compensation and Talent Committee (2021 to present)

 

Current Non-Public Company Directorships

  Information Technology Senior Management Forum (2020 to present)

 

Past Non-Public Company Directorships

  Center for Innovative Technology (2017 to 2020)

  Northern Virginia Technology Council

  Vice-Chair (2012 to 2018)

 

  Director (2012 to 2017)

 

  Collaborate to Educate Our Sons (2018 to 2020)

 

Education

  B.S in Professional Accountancy, Mississippi State University

  Southern Methodist University Finance Certificate

 

  Thunderbird Executive Development Program, Arizona State University

 

 

 

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PROPOSAL 1

 

 

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Michael J. Van Handel

Retired Executive Vice President and Chief Financial Officer of ManpowerGroup

 

 

Career Highlights

 

  ManpowerGroup Inc., a leading global workforce solutions company (NYSE: MAN)

  Senior Executive Vice President (2016 to 2017)

 

  Chief Financial Officer (1998 to 2016)

 

  Several other senior finance and accounting positions (1989-1998)

 

Current Public Company Directorships

  ManpowerGroup Inc.

  Director (2017 to present)

 

Current Non-Public Company Directorships

  BMO Financial Corporation, a U.S. bank and financial holding company, and wholly-owned subsidiary of Bank of Montreal

 

  Director (2006 to present)

 

  Audit Committee member (2006 to present) Chair (2012 to present)

 

 

  

  Nominating & Governance Committee member (2012 to present), Chair (2017 to present)

  Risk Oversight Committee member (2006 to 2017)

 

Past Non-Public Company Directorships

 

  Milwaukee Youth Symphony Orchestra

 

  Director, (2007 to 2018)

 

Professional and Leadership Positions

  Leadership Council Member for Marquette University College of Business Administration (2007 to 2017)

 

Education

  B.S. in Accounting, Marquette University

  M.B.A. in Banking and Finance, University of Wisconsin - Madison

 

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PROPOSAL 1

 

 

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Dr. Michelle A. Williams

Dean, Harvard T.H. Chan School of Public Health

 

 

Career Highlights

 

  Harvard University

 

  Dean of Faculty, Harvard T. H. Chan School of Public Health, and Angelopoulos Professor in Public Health and International Development at the Harvard Kennedy School (2016 to present)

 

  Stephan B. Kay Family Professor of Public Health and Chair of Epidemiology Department (2011 to 2015)

 

  Program Leader of Population Health and Health Disparities Research Programs (2015 to 2020)

 

  Fred Hutchins Cancer Research Center, Seattle WA, Affiliate Investigator (1992 to 2010)

 

  University of Washington School of Public Health

 

  Professor (1992 to 2011)

 

  Williams Consulting, LLC (2001 to present)

 

Current Non-Public Company Directorships

  Mass. General Hospital, McCance Center,

  External Advisory Board Member (2020 to present)

  Vanke School of Public Health, Tsinghua University

  International Advisory Board (2020 to present)

  Chulalongkorn University, School of Global Health

  Advisory Board Member (2021 to present)

  Fogarty International Center, National Institutes of Health

  Advisory Board Member (2018 to present)

 

  

  International Monetary Fund

  Science and Technology Advisory Group (2017 to 2019)

  COVID Collaboratives

  Co-Founder (2020 to present)

  #First Responders First

  Co-Founder (2020 to present)

  Reform for Resilience

  Co-Chair (2021 to present)

  McLean Hospital

  Board of Director (2019 to present)

  Americares

  Board of Directors (2021 to present)

 

Professional Associations

  National Academy of Medicine (2016 to present)

  Society for Epidemiologic Research (1989 to present)

  American Epidemiological Society (2006 to present) President (2019)

 

Education

  A.B. in Biology and Genetics, Princeton University

  M.S. in Civil Engineering, Tufts University

  ScD and S.M, in Epidemiology, Harvard T.H. Chan School of Public Health

 

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PROPOSAL 1

 

 

Directors whose Term Expires in 2024 - Class III Directors

 

LOGO

 

Cheryl W. Grisé

Retired Executive Vice President – Eversource Energy

 

 

Career Highlights

 

  Eversource Energy (f/k/a Northeast Utilities), a public utility holding company (NYSE: ES)

  Executive Vice President (2005 to 2007)

  Chief Executive Officer of principal operating subsidiaries (2002 to 2007)

  President, Utility Group, Northeast Utilities Service Company (2001 to 2007)

  President, Utility Group (2001 to 2005)

  Senior Vice President, Secretary and General Counsel (1998 to 2001)

 

Current Public Company Directorships

 

  MetLife, Inc., a major multi-line insurance carrier (NYSE: MET)

  Director, (2004 to present)

  Audit Committee member (2007 to present)

  Compensation Committee member (2004 to present), Chair (2019-Present)

  Executive Committee (2010 to present)

  Governance and Corporate Responsibility Committee (2004 to present) Chair (2008 – 2019)

 

  Pulte Group, Inc., a large commercial home builder, (NYSE: PHM)

  Director (2008 to present)

 

 

  

  Compensation and Management Development Committee (2008 to present)

  Nominating and Governance Committee (2008 to present), Chair (2012 to 2020)

 

  Dollar Tree, an operation of over 16,000 retail discount stores across North America (NASDAQ:DLTR)

  Compensation Committee (Chair)(2022 to present)

  Nominating Committee (2022 to present)

 

Professional and Leadership Positions

 

  University of Connecticut Foundation Trustee Emeritus, (2011 to present) and former Board Chair

  Kingswood-Oxford School Trustee Emeritus

 

Education

 

  B.A. in Education, University of North Carolina

 

  J.D., Thomas Jefferson School of Law

 

  Executive Management Program, Yale University School of Organization and Management

 

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PROPOSAL 1

 

 

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Randall Mehl

President of Stewardship Capital Advisors, LLC

 

 

Career Highlights

 

Stewardship Capital Advisors, LLC, which manages an equity fund focused on making investments in technology and services sectors

 

  President (2017 to present)

 

Baird Capital Partners, a private equity investing company focused on middle market buyouts

 

  Partner & Managing Director (2005 to 2016)

 

Robert W. Baird & Co., a full-service investment banking, asset mgmt. and capital markets company

 

  Managing Director (1996 to 2005)

 

Current Public Company Directorships

 

  Kforce, Inc., a professional staffing provider (NASDAQ: KFRC)

 

  Director (2017 to present)

 

  Audit Committee member (2017 to 2022)

 

  Compensation Committee (Chair)(2022 to present)

 

  Corporate Governance Committee member (2017 to present)

 

  Nominating Committee member (2020 to present)

 

  Insperity, Inc., a professional employer organization (NYSE: NSP)

 

  Director (2017 to present)

 

  

  Compensation Committee member (2018 to present)

 

  Finance, Risk Management and Audit Committee member (2017 to 2018)

 

Current Non-Public Company Directorships

 

  Eastbrook Academy, a private school serving gifted students in the Milwaukee area

 

  Director (2020 to present)

 

Education

 

  B.S. in Business Administration and Management, Bowling Green State University

 

  M.B.A., University of Chicago Graduate School of Business

 

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PROPOSAL 1

 

 

LOGO

  

Scott Salmirs

President and Chief Executive Officer, ABM Industries Incorporated

 

  

Career Highlights

 

  ABM Industries, Incorporated, a facility management provider (NYSE: ABM)

 

  President and Chief Executive Officer (2015 to present)

 

  Executive Vice President, ABM Industries (2014 to 2015)

 

  Executive Vice President, ABM Onsite Services, Northeast (2003 to 2014)

 

  Lehman Brothers, Inc, a global financial services firm

 

  Senior Vice President (2001 to 2003)

 

  The Goldman Sachs Group, Inc., a global financial services firm

 

  Vice President (1998 to 2001)

 

  CBRE (Insignia/Edward S. Gordon Company, Inc)., a leading real estate services company

 

  Managing Director (1993 to 1998)

  

Current Public Company Directorships

 

  ABM Industries Incorporated, a facility management provider (NYSE: ABM)

 

  Executive Director, (2015 to present)

 

Current Non-Public Directorships

 

  Partnership for New York City, Board Member (2018 to present)

 

  Outreach Project, Board Member (2007 to present)

 

  Donate 8, Founding Board Member (2014 to present)

 

  State University of New York College at Oneonta, Board Member, Board Advisory Council (2007 to present)

 

Education

 

  B.S. in Economics, State University of New York at Oneonta

 

  M.B.A., State University of New York at Binghamton

 

 

 

 

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PROPOSAL 1

 

 

                    Directors Whose Term Expires in 2025 - Class I Director

 

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Dr. Srikant M. Datar

Dean, Harvard Business School at Harvard University

  
 

Career Highlights

 

  Harvard University

 

  Dean of the Business School (2021 to present)

 

  George F. Baker Professor of Administration (2021 to present)

 

  Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University (1996 to 2020)

 

  Faculty Chair for Harvard Innovation Labs and Senior Associate Dean University Affairs (2015 to 2020)

 

Current Public Company Directorships

 

  Stryker Corporation, a medical technologies firm (NYSE: SYK)

 

  Director (2009 to present)

 

  Compensation Committee member (2016 to present)

 

  Nomination and Governance Committee member (2016 to present)

 

  T-Mobile US, Inc. a U.S. based wireless network operator (NYSE: TMUS)

 

  Director, (2013 to present)

 

  Audit Committee, Chair (2013 to present)

  

Past Public Company Directorships

 

  Novartis AG, a holding company organized under Swiss law and publicly traded on the SWX Swiss Stock Exchange and the NYSE (NYSE: NVS), in the form of American Depositary Shares

 

  Director, (2003 to 2021)

 

  Audit and Compliance Committee Member (2005 to present), Chair (2009 to 2016)

 

  Compensation Committee Member (2008 to 2021)

 

  Risk Committee (2011 to present), Chair (2016 to 2021)

 

Education

 

  Ph.D. in Business, Masters in Statistics and Economics, Stanford University

 

  Bachelor of Science in math and economics, Bombay University, India

  

 

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PROPOSAL 1

 

 

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John M. Wasson

Chair, President and Chief Executive Officer, ICF International, Inc.

 

  

Career Highlights

 

  ICF International, Inc.

 

  Chair of the Board (2021 to present)

 

  President and Chief Executive Officer (2019 to present)

 

  President and Chief Operating Officer (2010 to 2019)

 

  Chief Operating Officer (2003-2010)

 

  Joined ICF in 1987 as an associate and in 1994 became an officer of the company

 

Current Non-Public Directorships

 

  Northern Virginia Technology Council, Board Member- (2018 to present)

 

  UC Davis Foundation, Board of Trustees (2018 to present)

 

  The Flint Hill School, Member, Board of Trustees (2017 to present)

 

 

 

  

Professional and Leadership Positions

 

  University of California Davis College of Engineering, Member, Dean’s Executive Committee, (2014 to present)

 

Education

 

  University of California, Davis, Bachelor of Science degree in Chemical Engineering

 

  Massachusetts Institute of Technology, Master of Science degree in Technology and Policy Program

 

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PROPOSAL 2

 

 

PROPOSAL 2

APPROVAL OF THE AMENDED AND RESTATED ICF INTERNATIONAL, INC.

2018 OMNIBUS INCENTIVE PLAN

The Board is requesting stockholder approval of the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan (the “Plan”), an amendment and restatement of the 2018 Incentive Plan. The Board adopted the 2018 Incentive Plan on April 4, 2018, and the 2018 Incentive Plan was first approved by our stockholders at the 2018 annual meeting of stockholders. The Board amended and restated the 2018 Incentive Plan (as set forth in the Plan), on April 5, 2023, upon the recommendation of the Board’s Human Capital Committee (for purposes of this proposal, the “Committee”) and subject to stockholder approval at the Annual Meeting.

Stockholders are being asked to approve the Plan in order to:

 

   

Increase the total number of shares authorized for issuance under the Plan by 450,000 shares to a total of 2,050,000 shares.

 

   

Incorporate provisions allowing for compensation recovery consistent with the requirements of Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and exchange listing standards to be adopted thereunder by NASDAQ;

 

   

Rename the Plan as the “Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan” and

 

   

Make certain other non-substantive and immaterial amendments intended to clarify various Plan provisions.

The full text of the Plan is reproduced as Exhibit A attached to this Proxy Statement.

Reasons for Amending and Restating the Plan

The Board believes that the opportunity to own Company common stock through the granting and vesting of restricted stock units, performance share awards and other stock awards under the Plan is critical to attracting, retaining and motivating the best executive, employee and non-employee director talent in a highly competitive talent environment, and to advancing the interests of the Company and its stockholders by providing equity-based incentives for effective service and high levels of performance by Plan participants (“Participants”). In the Board’s view, it is also appropriate to review and update its equity plan periodically to reflect changes in the law, to adopt emerging best practices and to streamline certain provisions of the equity plan based on the Company’s experience operating it.

At the Company’s 2018 and 2020 annual meeting of stockholders, our stockholders approved the issuance of an aggregate of 1,600,000 shares of the Company’s common stock in connection with equity grants under the 2018 Incentive Plan. If the amendment and restatement of the 2018 Incentive Plan contemplated by this Proposal is approved by our stockholders, the total number of shares available for issuance in connection with equity grants under the Plan will increase by 450,000 shares to a total of 2,050,000 shares. The Board anticipates that the 450,000 of additional shares being requested for inclusion in the Plan will be sufficient to provide projected equity incentives under the Plan for an additional two to three years, based on the Company’s current equity compensation practices as overseen by the Committee.

Additionally, on October 26, 2022, the SEC adopted Rule 10D-1 of the Exchange Act to implement the requirements of the Dodd-Frank Act. Rule 10D-1 directs the national securities exchanges and associations (including our own securities exchange, NASDAQ) to establish listing standards requiring each listed issuer to implement policies providing for, in the event of certain accounting restatements, the recovery of incentive-based compensation received by current or former executive officers to the extent such compensation was based on erroneously reported financial information. While Section 21.1 of the 2018 Incentive Plan includes compensation recoupment provisions which may be triggered by certain financial restatements or by certain actions taken by Participants that are detrimental to the Company’s business or reputation, these provisions apply to all Participants broadly and are not tailored to the requirements set forth in Rule 10D-1 or the proposed listing standards of NASDAQ. Accordingly, if Proposal 2 is approved by our stockholders, the Plan will incorporate a new Section 21.1(c) to ensure that awards granted under the Plan will also be subject to the requirements of any policy adopted by the Company to comply with Rule 10D-1 and the related NASDAQ listing standards to the extent that a Participant may be subject to compensation recovery under such a Company policy.

Lastly, the amendment and restatement renames the Plan as the “Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan,” and incorporates other non-substantive and immaterial changes to clarify various Plan provisions.

Because only 670,133 shares remain available for issuance in connection with future grants under the 2018 Incentive Plan as of March 31, 2023, the Company may not have sufficient authorized shares to permit grants to executives, employees and directors in future years in accordance with current practices. As a result, if stockholders do not approve the Plan, we may be required to increase

 

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PROPOSAL 2

 

 

the cash components of our compensation program, which could increase our expenses and hinder our ability to attract, motivate, and retain high-performing executives, employees, and non-employee directors and to align their interests with those of our shareholders. Additionally, the failure to approve this Proposal 2 may limit the Company’s ability to enforce any required recovery of incentive compensation under a policy adopted pursuant to Rule 10D-1 of the Exchange Act and the related NASDAQ listing standard. It is, therefore, the view of the Board that approval of the Plan, and each of the amendments to the 2018 Incentive Plan contained therein, is in the best interests of the Company and our stockholders.

Historical Burn Rate

The term “burn rate” describes how quickly a company is using the supply of shares authorized for issuance under its stock plan in connection with equity grants. Although long-term equity incentive grants are a key element of our executive compensation program, we are also mindful of our burn rate when granting equity awards and evaluating how many shares to request from stockholders for use with future grants, given the potential impact of those awards on our stockholders.

From 2020 to 2022, our three-year average burn rate was 1.21%.

 

     2020     2021     2022  

Awards Issued under 2018 Omnibus Plan (as amended)

                        

All Stock Options Granted

     0       0       0  

All Stock Options Forfeited

     0       0       0  

All Restricted Stock Units (RSUs) Granted

     182,952       143,943       159,760  

All Restricted Stock Units (RSUs) and Performance Shares Cancelled

     45,139       14,842       29,875  

Performance Shares Earned

     88,038       63,258       47,634  

Total Common Shares Outstanding

     18,909,983       18,876,490       18,883,050  

Annual Burn Rate

     1.43     1.10     1.10

Share Repurchase Program

In September 2017, our board approved a share repurchase program, which, as amended in November 2021, allows for an aggregate of $200.0 million of share repurchases from time to time at prevailing market prices. A principal purpose of the share buyback program is to mitigate the potential dilutive impact of employee stock-based compensation and to return wealth to stockholders. The share buybacks do not include shares repurchased from employees to satisfy their tax obligations from awards vesting.

Below is a review of our repurchase activity under the repurchase program for the last five (5) years. The chart does not report shares withheld from employees to satisfy their tax obligations upon the vesting of equity grants.

 

            Year   

    Number of Shares    

Repurchased

    

         Dollar Value of Shares         

Repurchased

    

            % of Total Common            

Shares Outstanding

 

        

 
  

2022

     176,375      $ 16,963,826.57      0.93%  
  

2021

     197,800      $ 17,242,068.18      1.05%  
  

2020

     278,582      $ 21,912,836.53      1.47%  
  

2019

     248,000      $ 18,052,173.80      1.31%  
  

2018

     214,137      $ 13,937,531.55      1.14%  

Dilution

The additional 450,000 shares that would be added to the Plan if it is approved by the stockholders represents approximately 2.4% of the Company’s approximately 18.8 million diluted shares outstanding as of March 31, 2023.

The Board believes that this is a reasonable and acceptable level of potential dilution given the strong incentive that equity grants can provide for employees to increase the value of the Company to the benefit of all stockholders.

Furthermore, we seek to mitigate the dilution from the stock issued under our equity plans with the share repurchase program we commenced in 2011 and have regularly renewed since then. From 2011 to March 31, 2023, we have repurchased 4,231,250 shares of common stock for an aggregate cost of approximately $211,416,091, pursuant to the program. The average fair value of the common stock purchased was $49.97 per share. Stock repurchases between 2011 to March 31, 2023, have exceeded the total stock issued under our equity plans by 779,489 shares. The timing of the share repurchases under the program is at the discretion of the Company and depends on a variety of factors, including market conditions and bank approvals and repurchases may be suspended or discontinued at any time.

 

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The following table details the dilutive impact of the Plan if all shares under the Plan were issued by the Company:

 

 As of March 31, 2023    Total
Shares
             Fully Diluted (2)          

Available

     670,133        3.30

Stock Options Issued and Outstanding

     6,747        <1

RSUs and Performance Shares (at Target) Outstanding

     390,039        1.92

Total Stock Awards Outstanding

     1,066,919        5.25

New Additional Shares (1)

     450,000        2.22

Total Stock Awards Outstanding Including New Shares

     1,516,919        7.47

 

(1) Subject to approval.

(2) Denominator is equal to the Company’s shares of common stock outstanding on March 31, 2023, plus the new additional shares, available shares and outstanding shares.

Interests of Certain Persons

If this Proposal is adopted, each of our named executive officers and directors and certain other of our employees, will be eligible to receive a portion of their respective compensation for services in the form of restricted stock units (“RSUs”), performance share awards (“PSAs”), and other equity or equity-linked awards. The Board was aware of these interests and took them into account in recommending that the stockholders vote in favor of the proposal to approve the Plan.

Approval of the Plan requires the affirmative vote of a majority of the shares of the Company’s outstanding common stock present, electronically via live webcast or by proxy, and entitled to vote at the Annual Meeting. If approved by the stockholders, the Plan will become effective as of June 1, 2023.

 

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE PLAN.

 

Summary of the Plan

Administration. The Plan is administered by the Committee. For more information concerning the Committee and its current members, please see page 34 of this Proxy Statement. The Committee has the authority to interpret the Plan, and to make any other determinations it believes necessary or advisable for the administration of the Plan. Subject to the terms of the Plan, the Committee may determine, among other items: the selection of those who may be granted awards under the Plan from among those eligible for participation; the level of participation of each Participant; when and how each award under the Plan shall be granted; and what type or combination of types of awards shall be granted. The Committee may delegate its authority under the 2018 Incentive Plan, as it determines appropriate, provided that delegation to officers or employees of the Company are subject to certain prudent limits set forth in the Plan and continued Committee oversight.

Plan Duration. The Plan will remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time, until all shares subject to it shall have been purchased or acquired according to the Plan’s provisions. In no event, however, may an award be granted under the Plan on or after ten (10) years from the date of the stockholder approval of the 2018 Incentive Plan.

Eligibility. All officers and all employees of the Company (including employees who are members of the Board and employees who are members of senior management of entities acquired by the Company) and its affiliates, as well as the Company’s non-employee directors, are eligible to participate in the Plan. From time to time, the Committee will determine who will be granted awards and the number of shares granted, and all such awards are at the sole discretion of the Committee. The Committee considers factors such as performance (currently and over time), long-term potential, contributions to the Company’s success, effort level, and desire to retain the employee, as well as other relevant factors determined on a case-by-case basis in determining who will receive grants from time to time under the Plan.

As of December 31, 2022, the Company had 1,592 officers and employees who are eligible to participate in the Plan.

Shares and Amounts Available for Awards. The aggregate number of shares of common stock that may be issued under all stock-based awards made under the Plan will be 2,050,000.    Upon approval of the Plan, at this Annual Meeting, there will be a total of 1,120,133 shares remaining available for future awards (comprised of 670,133 shares remaining available under the 2018 Incentive Plan as of March 31, 2023, and an additional 450,000 shares that will become available upon approval of the Plan by our stockholders). Shares that are related to awards under the Plan that are forfeited, cancelled or expire unexercised, or related to awards that are settled in cash shall be added back and shall be available again for issuance under the Plan.

 

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PROPOSAL 2

 

 

Non-Employee Director Awards. Equity awards to non-employee directors may not exceed $400,000 in any year.

Stock Awards. The Plan provides for grants of restricted stock, RSUs, PSAs, performance units, and other stock-based awards. Performance goals may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary, affiliate or unit of the Company, or any combination thereof) under one (1) or more of the performance measures set forth in the Plan. Performance goals may be defined in absolute terms or measured relative to the performance of companies or against a predefined index that the Committee deems appropriate, or, if utilizing the performance measure of share price, a comparison to various stock market indices. Performance goals may be adjusted for material business events. The performance goals will be set by the Committee and may include:

 

   

Net earnings or net income (before or after taxes);

 

   

Earnings per share;

 

   

Gross or net sales or revenue growth;

 

   

Product invoice;

 

   

Net operating profit;

 

   

Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue);

 

   

Cash flow (including but not limited to operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

 

   

Earnings before or after taxes, interest, depreciation, and/or amortization;

 

   

Gross or operating margins;

 

   

Productivity ratios;

 

   

Share price (including, but not limited to, growth measures and total stockholder return);

 

   

Expense targets;

 

   

Cost reduction or savings;

 

   

Performance against operating budget goals;

 

   

Margins;

 

   

Operating efficiency;

 

   

Funds from operations;

 

   

Market share;

 

   

Customer satisfaction;

 

   

Working Capital targets

 

   

Gross revenue;

 

   

Revenue after subcontractor costs;

 

   

Service sales;

 

   

Contract backlog;

 

   

Business pipeline;

 

   

Economic value added or EVA (net operating profit after tax minus the product of capital multiplied by the cost of capital);

 

   

Debt levels;

 

   

Days Sales Outstanding; and

 

   

Contract Awards/Book-to-Bill.

Stock Options. Stock options granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options qualifying under Section 422 of the Internal Revenue Code (“NQSOs”). Under the Internal Revenue Code (the “Code”), the aggregate fair market value (determined at the grant date) of the stock with respect to which ISOs are first exercisable by any individual during any calendar year shall not exceed $100,000. Stock options in excess of this limit are treated as NQSOs. The stock option price may not be less than the fair market value of the stock on the date the stock option is granted. The stock option price is payable in cash or, if the grant provides, in common stock or other equity instruments. The Committee determines the expiration date of stock options at grant, provided that no stock option may be exercisable later than the tenth anniversary of the grant date.

 

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Stock Appreciation Rights (“SARs”). SARs may, but need not, be granted in conjunction with options or other equity awards. The Committee determines the terms of each SAR at the time of the grant. Any freestanding SAR (that is, a SAR not granted in conjunction with another equity award) may not be granted at less than the fair market value of the stock on the date the SAR is granted and cannot have a term longer than ten (10) years. Distributions to the recipient may be made in common stock, in cash, or in a combination of both as determined by the Committee at the time of grant.

Cash-Based and Other Stock-Based Awards. Cash-based and other stock-based awards granted under the Plan entitle each participant to receive a specified payment amount or payment range, in the form of cash or shares of common stock or other equity awards, as determined at the time of the award, upon the attainment of specified performance goals during a performance period, which may be one (1) or more years, as determined by the Committee at the time of the award.

Amendment and Revocation. The Board may terminate the Plan or an outstanding award agreement at any time, and the Committee may amend the Plan or an outstanding award agreement at any time. However, an amendment will be contingent upon stockholder approval to the extent required by law or the rules of any stock exchange on which the Company’s stock is traded. The Plan prohibits the terms of outstanding awards from being amended to reduce the exercise price of outstanding options or SARs and prohibits, without stockholder approval, the cancellation of outstanding options or SARs in exchange for cash, other awards, or new options or SARs with an exercise price that is less than the exercise price of the original options or SARs.

Certain Adjustments. In the event of a corporate event or transaction, the Committee, in its sole discretion and in order to prevent unintended dilution or enlargement of a participant’s rights under the Plan, shall substitute or adjust, subject to the Committee’s sole discretion in determining the methodology and manner of such substitution or adjustment, among other things:

 

   

the number and kind of shares that may be issued under the Plan or under particular forms of awards;

 

   

the number and kind of shares subject to outstanding awards;

 

   

the option or grant price applicable to outstanding awards; and

 

   

any other value determinations applicable to outstanding awards.

A corporate event or transaction (including, but not limited to, a change in the shares or capitalization of the Company) encompasses a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in-kind, or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction.

Transferability. Unless otherwise determined by the Committee, awards granted under the Plan may not be transferred except by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a domestic relations order entered into by a court of competent jurisdiction. During an employee’s lifetime, any options or awards may be exercised only by the employee. Notwithstanding the above, no award may be transferred for value without stockholder approval.

Other Provisions. Except for 5% of the shares available for equity awards, there is a one (1) year minimum vesting/restriction/performance period requirement for equity awards. In addition, upon a change of control of the Company, equity awards will not have accelerated vesting unless the employee or non-employee director has a termination of employment or board service, without cause, within twenty-four (24) months following the change of control of the Company.

U.S. Tax Treatment of Options and Awards

The following is a general description of the material United States federal income tax treatment of awards under the Plan. It is based on United States tax laws and regulations existing on the date of this Proxy Statement, and there can be no assurance that such laws and regulations will not change. This description is not exhaustive, not intended to constitute tax advice to anyone, and does not describe state, local or foreign tax consequences.

Incentive Stock Options. An ISO results in no taxable income to the optionee or deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in computing the alternative minimum taxable income of the optionee. If the optionee holds the stock received as a result of an exercise of an ISO for at least two (2) years from the date of the grant and one (1) year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of prior to the end of this period, however (i.e., a “disqualifying disposition”), then the optionee will include in income, as compensation for the year of the disposition, an amount equal to

 

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the excess, if any, of the fair market value of the shares upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). In that event, the excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In addition, the Company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the optionee’s income as compensation. The optionee’s basis in the shares acquired upon exercise of an ISO is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Nonqualified Stock Options. An NQSO results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising such an option will, at that time, realize compensation income taxable at ordinary income tax rates in the amount of the difference between the then market value of the shares and the option price. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to the Company in the year of exercise in an amount equal to the taxable compensation realized by the optionee.

The optionee’s basis in such shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long-term or short-term gain (or loss), depending upon the holding period of the shares.

If an NQSO is exercised by tendering previously owned shares of the Company’s common stock in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the optionee’s basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income taxable at ordinary income tax rates equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee’s basis in such excess shares will be equal to the amount of such compensation income; and the holding period in such shares will begin on the date of exercise.

Stock Appreciation Rights. Generally, the recipient of an SAR will not recognize taxable income at the time the SAR is granted. Upon the exercise of an SAR, if an employee receives the appreciation inherent in the SAR in cash, the cash will be taxed as compensation income to the employee at the time it is received. If an employee receives the appreciation inherent in the SAR in stock, the fair market value of the stock will be taxed as compensation income to the employee at the time such stock is received.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the exercise of an SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise.

Restricted Stock/RSU Awards/Performance Awards. No income will be recognized at the time of grant by the recipient of a restricted stock, or PSA if such award is subject to a substantial risk of forfeiture. Generally, at the time the substantial risk of forfeiture terminates with respect to a restricted stock award or PSA, the then fair market value of the stock will constitute ordinary income to the employee. No income will be recognized at the time of grant by the recipient of an RSU or performance unit award; however, ordinary income will be recognized upon the receipt of payment of the vested RSU or performance unit award equal to the amount of cash or the fair market value of the Company’s common stock so received. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to the Company in an amount equal to the compensation realized by the employee. However, a recipient of restricted stock may, within thirty (30) days of grant, elect to recognize income equal to the fair market value of the restricted stock on the date of grant and there is no further income recognition when the restrictions lapse (but no refund or tax deductions if the restricted stock is forfeited).

Tax Treatment of Awards to Non-Employee Directors and to Employees Outside of the United States

The grant and exercise of options and awards under the Plan to non-employee directors and to employees outside of the United States may be taxed on a different basis.

 

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PROPOSAL 2

 

 

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of our fiscal year end about our common stock that may be issued upon the exercise of options, warrants and rights under the 2018 Incentive Plan:

 

 Plan Category (as of 12/31/2022)

   (a)

Number of

Securities to

be Issued Upon

Exercise Of

Outstanding
Options,

Warrants

And Rights

  (b)

Weighted-Average

Exercise Price Of

Outstanding

Options, Warrants

and Rights(2)

  (c)

Number of

Securities

Remaining

Available For

Future Issuance

Under Equity

Compensation

Plans (Excluding

Securities

Reflected in

Column (a))

Equity Compensation Plans Approved By Security Holders

   421,746 (1)   $35.49   775,252

Equity Compensation Plans Not Approved By Security Holders

            

Total

   421,746   $35.49   775,252

 

(1)

Includes 10,885 shares subject to stock options, 284,826 restricted stock units, 5,348 directors restricted stock units and 120,687 performance shares outstanding under the 2018 Incentive Plan.

(2)

Exercise price is for outstanding stock options only; restricted stock units, director restricted stock units and performance shares have no exercise price.

As of April 3, 2023, 670,133 shares remained available for issuance of future awards under the 2018 Incentive Plan. A total of 6,747 stock options remained outstanding with a weighted average exercise price of $40.68 and weighted remaining term of 0.96 years. Stock awards totaling 390,039 (including shares of restricted stock units and performance shares) are outstanding under all plans.

 

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PROPOSAL 3

 

 

PROPOSAL 3

ADVISORY SAY ON PAY VOTE REGARDING ICF’S

OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM

In April of 2017, 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 2017 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 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:

 

   

ICF’s NEO compensation is competitive and in line with its market peers.

 

   

ICF’s executive compensation program is incentive-based and reflects a pay-for-performance culture.

 

   

ICF’s executive compensation program relies heavily on stock-based awards vesting over a period of time.

 

   

Performance Share Awards vest over three (3) years, contingent on achievement of certain performance thresholds.

 

   

Restricted Stock Units vest over a period of three (3) years with 25% vesting on each of the first anniversary and second anniversary, and 50% vesting on the third anniversary.

 

   

Our performance-equity program (the “Performance Program”) further emphasizes ICF’s commitment to a pay-for-performance culture that links compensation to positive results.

 

   

ICF offers no material perquisites.

 

   

The severance arrangements with Messrs. Morgan, Broadus, and Lee and Ms. Choate include strong “clawback” rights.

 

   

ICF has a strong corporate governance culture.

At the Company’s 2022 annual meeting of stockholders, approximately 97% 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 Board but will not be binding. The Human Capital Committee will seriously consider the outcome of this vote when determining future compensation arrangements for named executive officers.

It is expected that the next Say on Pay vote will occur at the 2024 annual meeting of stockholders.

 

 
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.

 

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PROPOSAL 4

 

 

PROPOSAL 4

ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE SAY ON PAY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

As described in Proposal 3 above, you have the opportunity to cast an advisory vote on ICF’s named executive compensation program. Under Regulation 14A of the Exchange Act, ICF International’s stockholders are required to vote, on an advisory (non-binding) basis, on the frequency with which they would prefer to cast an advisory (non-binding) Say on Pay vote on named executive compensation at future annual meetings (or any special stockholder meeting for which ICF must include executive compensation information in the proxy statement for that meeting). This stockholder vote, commonly referred to as the “Say on Frequency” vote, must occur at least every six (6) years. By voting on this proposal, stockholders may indicate whether they prefer that we seek an advisory Say on Pay vote every year, every two years or every three years. You may also choose to abstain from voting.

After careful consideration of the frequency alternatives, the Board believes that continuing to conduct an annual advisory (non-binding) Say on Pay vote is appropriate for ICF and its stockholders at this time because such timing for the advisory vote will ensure our stockholders are engaged in compensation decisions for named executive officers. Although ICF’s named executive officer compensation programs are designed to promote a long-term connection between pay and performance, awards to ICF’s NEOs are typically made annually, and improvements to executive compensation plans are often considered and adopted on an annual basis. As such, the Board believes that holding an annual advisory (non-binding) Say on Pay vote on executive compensation is appropriate for timely feedback on ICF’s compensation disclosures and is consistent with best practices. ICF will continue to monitor developments in executive compensation practices and the appropriateness and effectiveness of an annual Say on Pay vote on named executive officer compensation, and ICF may change its recommendation on the desired frequency in the future.

The Board also believes that an annual Say on Pay vote is consistent with ICF’s practice of seeking input and engaging in dialogue with its stockholders on corporate governance matters (including annually providing stockholders the opportunity to ratify the Company’s selection of an independent registered public accounting firm) and the Company’s named executive officer compensation philosophy, policies and practices.

Consistent with our stockholders’ preference expressed at the 2017 annual meeting of stockholders and the considerations discussed above, the Board determined that the Say on Pay vote on named executive officer compensation should continue to be conducted annually.

While we intend to carefully consider the results of this proposal, the Say on Frequency vote is advisory in nature and therefore not binding on us, our Board or our Human Capital Committee. Our Board and Human Capital Committee value the opinions of all of our stockholders and will consider the outcome of this Say on Frequency vote when deciding upon the frequency of the stockholder vote on named executive officer compensation. However, the Board may decide that it is in the best interests of ICF and its stockholders to hold an advisory Say on Pay vote on named executive officer compensation on a different frequency than the option approved by ICF’s stockholders.

The Board will seriously consider the outcome of this vote when determining how often to hold a Say on Pay vote.

 

 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FUTURE ADVISORY SAY ON PAY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION TO OCCUR EVERY YEAR (AS OPPOSED TO EVERY TWO YEARS OR EVERY THREE YEARS) UNDER PROPOSAL 4.

 

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PROPOSAL 5

 

 

PROPOSAL 5

AMENDMENT OF ICF INTERNATIONAL’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF ICF

At the Annual Meeting, the stockholders will be asked to approve an amendment (the “Amendment”) to the Certificate of Incorporation of the Company (the “Charter”) to provide exculpation from liability for officers of the Company from certain claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company.

The proposal would amend Article Fifth of the Charter to read in its entirety as follows:

FIFTH:    Elimination of Certain Liability of Directors. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except (a) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the director or officer derived an improper personal benefit or (d) as applicable solely to directors, for any payment of a dividend or approval of a stock repurchase that is illegal under Section 174 of the DGCL, or to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is hereafter amended to permit a corporation to further eliminate or limit the liability of a director or officer of a corporation, then the liability of a director or officer of the Corporation, in addition to the circumstances in which a director or officer is not personally liable as set forth in the preceding sentence, shall, without further action of the directors or stockholders, be further eliminated or limited to the fullest extent permitted by the DGCL as so amended. Neither any amendment (including any amendment effected by operation of law, by merger, consolidation or otherwise), repeal, or modification of this Article FIFTH, nor the adoption or amendment of any other provision of this Certificate of Incorporation or the bylaws of the Corporation inconsistent with this Article FIFTH, shall adversely affect any right or protection provided hereby with respect to any act or omission occurring prior to the date when such amendment, repeal, modification, or adoption became effective.

Background

The Company is incorporated in the State of Delaware and therefore subject to the Delaware General Corporation Law (“DGCL”). The DGCL permits Delaware corporations to limit or eliminate directors’ personal liability for monetary damages resulting from a breach of the fiduciary duty of care, subject to certain limitations such as prohibiting exculpation for intentional misconduct or knowing violations of the law. These provisions are referred to as “exculpatory provisions” or “exculpatory protections.” These exculpatory provisions for directors are currently included in the Company’s Certificate of Incorporation.

Recently, the Delaware legislature amended the DGCL to permit Delaware corporations to provide similar exculpatory protections for officers of corporations. This decision was due in part to the recognition that both officers and directors owe fiduciary duties to corporations, and yet only directors were protected by the exculpatory provisions. In addition, Delaware courts experienced an increase in litigation in which plaintiffs attempted to exploit the absence of protection for officers to prolong litigation and extract settlements from defendant corporations. As adopted, amended Section 102(b)(7) protects officers under limited circumstances as explained below.

Conditions and Limitations to Exculpation under Section 102(b)(7)

As amended, Section 102(b)(7) of the DGCL provides important conditions and limitations on a corporation’s exculpation of its officers for monetary damages from breaches of fiduciary duty.

 

   

Exculpation is only available for breaches of the fiduciary duty of care.

 

   

Exculpation is not available for breaches of the fiduciary duty of loyalty (which requires officers to act in good faith for the benefit of the corporation and its stockholders and not for personal gain).

 

   

Exculpation is not available for intentional misconduct or knowing violations of the law.

 

   

The protections of Section 102(b)(7) are limited to monetary damages only; claims against officers for equitable relief remain available.

 

   

Exculpation is not available in connection with derivative claims on behalf of the corporation by a stockholder.

 

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PROPOSAL 5

 

 

Reasons for the Proposal

The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation.

Further, the Board anticipates that similar exculpation provisions are likely to be adopted by the Company’s peers and others with whom the Company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.

A Delaware corporation seeking to extend the benefits of the newly amended Section 102(b)(7) to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Accordingly, the Board has determined it advisable and in the best interests of the Company and its stockholders to seek approval for the Amendment.

Effect of the Proposal if Approved

The Amendment would provide for the elimination of personal monetary liability for certain officers only in connection with direct claims brought by stockholders, subject to the limitations described under the heading “Conditions to Exculpation Under Section 102(b)(7)”. As is the case with directors under the Charter, the Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit.

If the Amendment is approved by the stockholders at the Annual Meeting, it will become effective upon the filing of the Amendment with the Secretary of State of the State of Delaware; however in accordance with the DGCL, the Board may abandon the Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval.

Board Approval and Vote Required

On April 5, 2023, the Board authorized and approved the Amendment, subject to stockholder approval, and directed that the Amendment be considered for approval by the stockholders at the Annual Meeting. In accordance with Article 7.6 of the Charter, the Amendment must be approved by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of Company capital stock entitled to vote generally in the election of directors.

 

 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE ICF INTERNATIONAL AMENDED AND RESTATED ARTICLES OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF ICF.

 

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PROPOSAL 6

 

 

PROPOSAL 6

RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has appointed Grant Thornton to serve as our independent registered public accounting firm (“independent auditor”) for fiscal year 2023 and requests that stockholders ratify such appointment. For a discussion of factors considered by the Audit Committee in connection with the appointment of Grant Thornton, see “Audit Committee Report – Auditor Selection”.

Grant Thornton audited our consolidated financial statements for 2022 and 2021. Representatives of Grant Thornton are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders. Ratification of the appointment of Grant Thornton as our independent auditor requires a majority of the votes entitled to vote thereon present electronically via live webcast or by proxy at the Annual Meeting. If our stockholders do not ratify Grant Thornton as our independent auditor, the Audit Committee will reconsider its decision. Even if stockholders vote in favor of the appointment, the Audit Committee may, in its discretion, and without re-submitting the matter to the Company’s stockholders, direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and stockholders.

 

 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023.

DESCRIPTION OF PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees for professional audit services provided by Grant Thornton for the audit of our annual financial statements for the fiscal years ended December 31, 2022 and 2021, and fees billed for other services provided by Grant Thornton during those periods:

 

Type of Fees

       2022        2021

Audit fees

     $             2,058,400      $             1,867,351

Audit-related fees

       -        -

Tax fees

       -        -

All other fees

       -        -

Total fees

     $ 2,058,400      $ 1,867,351

 

Audit Fees

 

These are fees for professional services rendered by Grant Thornton for the audits of our annual consolidated financial statements, the audit of internal controls over financial reporting, the review of consolidated financial statements included in our quarterly reports on Form 10-Q, and the audit of our compliance with OMB Circular A-133. The audit fees provided by Grant Thornton also include services that were provided in connection with certain non-U.S. statutory audits.

Audit-Related Fees

 

Audit-related fees comprise fees for professional services rendered by Grant Thornton and include employee benefit plan audits, due diligence related to acquisitions and accounting consultations that are not reported in “Audit Fees”. There were no such services rendered by Grant Thornton in 2022 or 2021 that met the above category description.

Tax Fees

 

These are fees for professional services rendered by Grant Thornton with respect to tax compliance, tax advice and tax planning. There were no services rendered by Grant Thornton in 2022 or 2021 that met the above category description as such services were performed by other service providers.

All Other Fees

 

These are fees for professional services rendered by Grant Thornton for products and services other than the services reported in “Audit Fees”, “Audit-Related Fees” or “Tax Fees” and included statutory filings and related fees for the Company’s international business. There were no such fees rendered by Grant Thornton in 2022 or 2021 that met the above category description.

 

 

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PROPOSAL 6

 

 

Pre-Approval of Audit and Non-Audit Services

 

The Audit Committee is authorized by its charter to pre-approve all audit and permitted non-audit services to be performed by our independent auditor. The Audit Committee reviews and approves the independent auditor’s retention to perform audit services, including the associated fees. The Audit Committee also evaluates other known potential engagements of the independent auditor, including the scope of the proposed work and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management. At subsequent meetings, the Audit Committee will receive updates on the services actually provided by the independent auditor, and management may present additional services for approval. The Audit Committee has delegated to the Chair of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee in the event that a need arises for pre-approval between Audit Committee meetings. If the Chair so approves any such engagement, he or she will report that approval to the full Audit Committee at its next meeting.

Approval of Fees

 

Our Audit Committee has reviewed all of the fees described above. In connection with the Audit Committee’s review and approval of the amount of fees paid to the independent auditor for audit, audit-related and other services, the Audit Committee considers, among other factors:

 

   

The independent auditor’s qualifications and quality control procedures;

 

   

The quality of the independent auditor’s overall performance;

 

   

The complexity of the audit and related services in a particular year;

 

   

Publicly available information concerning audit fees paid by peer companies; and

 

   

The impact, if any, of the level of audit and non-audit fees on the auditor’s independence.

The Audit Committee believes that such fees are compatible with maintaining the independence of Grant Thornton.

 

 

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AUDIT COMMITTEE REPORT

 

 

AUDIT COMMITTEE REPORT

The Audit Committee is appointed by the Board, and each of the members of the Audit Committee has been determined by the Board to be “independent” under the applicable NASDAQ standards. The Board has also determined that all of the members of the Audit Committee are “financially literate” under the NASDAQ rules. The Audit Committee’s Chair, Ms. Marilyn Crouther, and Committee members Mr. Michael Van Handel and Dr. Srikant Datar each qualify and are designated as “audit committee financial experts”, as defined by the SEC.

Audit Committee Duties

 

Under the Audit Committee’s Charter, the committee’s duties and responsibilities include, among others:

 

   

Overseeing of the relationship with the independent auditor, including being directly responsible for the appointment and compensation of the Company’s independent auditor;

 

   

Assessing the qualifications, performance and independence of the Company’s independent auditor;

 

   

Reviewing the activities, qualifications and performance of the Company’s internal audit function;

 

   

Monitoring financial reporting and disclosure and related matters;

 

   

Reviewing and evaluating the Company’s overall risk profile, the procedures and policies adopted to identify and manage such risks and related disclosures;

 

   

Retaining independent external advisors as the Audit Committee determines necessary or appropriate;

 

   

Annually reviewing the adequacy of the Audit Committee’s charter and the Audit Committee’s own performance; and

 

   

Preparing this report to the Company’s stockholders.

The Audit Committee also periodically reviews the Company’s Code of Business Ethics and Conduct (the “Code of Ethics”) and receives reports from the Company’s Compliance Committee, a management committee which is charged with the implementation of the Code Ethics. In connection with these responsibilities, the Audit Committee oversees the Company’s procedures for the receipt, retention and treatment, on a confidential basis, of any complaints received by the Company’s Compliance Committee. The Company encourages employees and third-party individuals and organizations to report concerns about our accounting, internal accounting controls, auditing matters or other matters that may or appear to involve financial or any other wrongdoing.

Audit Committee Oversight Role

 

In performing its functions, the Audit Committee acts in an oversight capacity. In that role, the Audit Committee relies on the

work and assurances of: the Company’s management, which has the primary responsibility for financial statements and reports, internal controls and financial reporting processes; the internal audit function; and the independent auditor that, in its reports, expresses opinions on the conformity of the Company’s financial statements to United States Generally Accepted Accounting Principles and on the effectiveness of the Company’s internal control over financial reporting.

Audit Committee Activities

 

During the year, the Audit Committee meets with management and representatives of the independent auditor and the internal audit function to review and discuss the Company’s quarterly financial statements before the Company’s results are released to the public. Members of the Committee also review the Company’s quarterly reports on Form 10-Q and the annual report on Form 10-K. In the course of these activities, the Audit Committee:

 

   

Reviews the scope of overall plans for and status of the annual audit and internal audit program;

 

   

Consults with management, the internal audit function and the independent auditor on topics such as the Company’s processes for risk assessment and risk management and related disclosures;

 

   

Reviews and approves the Company’s policy for preapproval of audit and permitted non-audit services by the independent auditor;

 

   

Reviews with management and the independent auditor the internal audit function and the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements in connection with the certifications made by the Company’s Chief Executive Officer and Chief Financial Officer;

 

   

Receives advice on critical accounting policies and the impact of new accounting principles and guidance; and

 

   

Reviews significant legal and other developments in the Company’s processes for monitoring compliance with law and Company policies and oversees the activities of the Company’s Chief Ethics and Compliance Officer and management’s Compliance Committee.

The Audit Committee meets regularly, and not less than annually, with the independent auditor, in each case with and without members of management present, to discuss the results of the auditor’s examinations and evaluations of the Company’s internal controls and the overall quality and integrity of the Company’s financial reporting.

 

 

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AUDIT COMMITTEE REPORT

 

 

Review of Fiscal 2022 Financial Statements

 

The Audit Committee reviewed and discussed with our management and with our independent auditor, Grant Thornton, the consolidated financial statements of ICF and its subsidiaries and related notes, the disclosures under the headings “Management’s Discussion and Analysis” and “Management’s Report on Internal Controls”, and other financial disclosures as set forth in our 2022 Form 10-K. In connection with this review, the Audit Committee:

 

   

Discussed with Grant Thornton those matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees), issued by the Public Company Accounting Oversight Board (“PCAOB”), and Rule 2-07 (Communication with Audit Committees) of SEC Regulation S-X; and

 

   

Received from Grant Thornton the written communications required by Ethics and Independence Standard No. 3526 (Communication with Audit Committees Concerning Independence), issued by the PCAOB, as to Grant Thornton’s compliance with all rules, standards, and policies of the PCAOB and SEC governing auditor independence.

Based on the activities, reviews and discussions outlined above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the fiscal year ended December 31, 2022 be included in our 2022 Form 10-K.

Auditor Selection

 

As described under the heading, “Proposal 6: Ratification of the Selection of the Independent Registered Public Accounting Firm”, the Audit Committee also approved the selection of Grant Thornton as the Company’s independent auditor for the fiscal year ending December 31, 2023, as being in the best interest of the Company. Grant Thornton has served as the Company’s independent auditor since the Company went public in 2006.

In connection with the appointment of the independent auditor, the Audit Committee discusses and considers factors such as the following:

 

   

The independent auditor’s historical and recent performance on the audit, taking into account the views of management and the internal audit function;

 

   

External data relating to audit quality and performance, including recent PCAOB reports on the independent auditor and its peer firms;

 

   

The familiarity of the independent auditor, and the team assigned to the Company’s audit and related work, with the government services industry;

   

The independent auditor’s tenure as the Company’s independent auditor and its familiarity with the Company’s accounting policies and practices and internal control over financial reporting;

 

   

The independent auditor’s capacity, capability and expertise in handling the breadth and complexity of the Company’s global operations;

 

   

The independent auditor’s independence and objectivity and the quality and candor of communications within management and the Audit Committee; and

 

   

The appropriateness of the independent auditor’s fees for audit and non-audit services.

For a discussion of factors considered by the Audit Committee in reviewing the amount of fees paid to Grant Thornton for audit and other services, see “Proposal 6: Ratification of the Selection of the Independent Registered Public Accounting Firm – Approval of Fees”.

The Audit Committee also reviews and considers the performance of the lead audit partner. Under applicable law, the lead audit partner must rotate after five (5) years. The Company’s current lead audit partner is serving in that capacity for his first year. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involved meetings between the Chair of the Audit Committee and the candidate for the role, as well as discussions and meetings with the Audit Committee and management.

 

  Audit Committee

  /s/ Marilyn Crouther

  Marilyn Crouther,

  Audit Committee Chair

  /s/ Dr. Srikant M. Datar

  Dr. Srikant M. Datar

  /s/ Michael J. Van Handel

  Michael J. Van Handel

  /s/ Dr. Michelle A. Williams

  Dr. Michelle A. Williams

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

CORPORATE GOVERNANCE AND BOARD MATTERS

 

Board and Committee Meetings in 2022

 

The table below shows the number of Board and committee meetings held in 2022. Our Board has eight (8) regularly scheduled meetings per year and special meetings are called as the need arises. These meetings are usually held at our corporate headquarters, which was in Fairfax, Virginia until October 2022, when it moved to Reston, Virginia. Due to COVID-19 restrictions, meetings held in the first half of 2022 were conducted via video/teleconference with most meetings in the second half of the year being held in person.

 

Number of 

Meetings Held 

 

  Board of Directors

             10          

  Audit Committee

     8  

  Human Capital Committee

     6  

  Governance and Nominating Committee

     4  

Directors are expected to attend Board meetings, our annual meeting of stockholders, and the meetings of the committees on which they serve. During 2022, each director attended at least 75% of the total meetings of the Board and those committees on which he or she served. Each director attended our annual meeting of stockholders held in 2022, other than Mr. Peter Schulte, whose term ended at the annual meeting.

Corporate Governance Guidelines

 

Our Board has established a set of Corporate Governance Guidelines that addresses such matters as, among other things, the roles of the Board and management (including the role of the Lead Independent Director), Board and director responsibilities, Board composition, selection of directors, operations of the Board (including meetings), and functions of the Board committees. The Board believes such guidelines, which are reviewed at least annually, are appropriate for the Company in its effort to maintain “best practices” as to corporate governance.

Director Independence

 

The Board has affirmatively determined that Ms. Cheryl Grisé, Ms. Marilyn Crouther, Dr. Michelle Williams, Dr. Srikant Datar, and Messrs. Randall Mehl, Scott Salmirs and Michael Van Handel are independent directors in accordance with the requirements of NASDAQ and the rules of the SEC. Mr. Peter Schulte, who was a director until his term ended at the 2022 annual meeting and chose to not stand for re-election, was also independent in accordance with the requirements of NASDAQ and the rules of the SEC through the end of his term. We believe we comply with all applicable requirements of the SEC and NASDAQ relating to director independence and the composition of the committees of our Board.

Board Leadership Structure; Lead Independent Director

 

Mr. John Wasson, the Company’s President and Chief Executive Officer assumed the position of Chair of the Board effective upon Mr. Sudhakar Kesavan’s retirement. Consistent with its past practice when Mr. Kesavan served as both Chairman of the Board and CEO, the Board believes combining the CEO and Chair positions is appropriate and in the best interests of the Company and its stockholders because it provides the following advantages:

 

   

The CEO is the director most familiar with the Company’s business and industry and is best situated to lead Board discussions on important matters affecting ICF International; and

 

   

Having the CEO serve in such roles creates a firm link between management and the Board and promotes the development and implementation of corporate strategy.

The Board continues to believe that when an executive serves as the Chair, it is in the best interests of the Company and its stockholders to designate a Lead Independent Director who is an independent director and, among other duties:

 

   

Chairs any meeting of the independent directors in executive session;

 

   

Facilitates communications between other members of the Board and the Chair; however, each director is free to communicate directly with the Chair;

 

   

Works with the Chair in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board;

 

   

Consults with the Chair on matters relating to corporate governance and Board performance;

 

   

Leads the deliberation and action by the Board or a Board committee regarding any offer, proposal, or other solicitation or opportunity involving a possible acquisition or other change of control of the Company, including by merger, consolidation, asset or stock sale or exchange, or recapitalization;

 

   

In conjunction with the Chair of the Governance and Nominating Committee, oversees and participates in the annual board evaluation and succession planning process;

 

   

Participates in the Human Capital Committee’s annual performance evaluation of, and succession planning for, the Chair and CEO; and

 

   

Meets with any director whom the Lead Independent Director deems is not adequately performing his or her duties as a member of the Board or any committee.

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

The charter of the Governance and Nominating Committee calls for the annual review of the Lead Independent Director position. The Company believes that having a Lead Independent Director, particularly in presiding over executive sessions of independent directors, effectively encourages full engagement of all directors. Dr. Srikant Datar was elected to serve as ICF’s Lead Independent Director as of May 27, 2021.

Each of our directors, other than Mr. Wasson, is independent and the Board believes that the independent directors provide effective oversight of management. The Board has complete access to the Company’s management team, and the Board and its committees regularly receive reports from management on the Company’s business affairs and the issues it faces.

The Board believes that its programs for overseeing risk, as described under “Risk Oversight” below, would be effective under a variety of leadership frameworks; therefore, this factor does not materially affect its choice of structure.

Risk Oversight

 

Our business is subject to various types of risk. Some of the Company’s most significant risks are outlined in our 2022 Form 10-K under Item 1A, “Risk Factors.”

Our Board provides guidance to management regarding our strategy, including in connection with review of our results of operations and related trends and factors contributing to or affecting our results, long-term strategy, financial reporting, and risks associated with these aspects of the Company’s business. The involvement of the Board in setting our business strategy is an important part of determining the types and appropriate levels of risk undertaken by the Company.

Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing portions of the Company’s overall enterprise risk management (“ERM”) program.

The Company’s ERM program is designed to identify, assess, monitor and manage the Company’s risks. As part of the annual ERM program, the Company:

 

   

Defines risk profiles and identifies existing and new/emerging risks.

 

   

Conducts and completes regular enterprise risk assessments to ascertain and define the most significant risks facing the Company, which incorporate input from multiple levels of management and our Board. This process includes the evaluation and prioritization of the most significant risks facing the Company across major risk categories, and takes into account multiple factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies.

   

Develops action plans to monitor, manage and mitigate risk. The responsibility for managing each of the highest-priority risks is assigned to one or more of the Company’s senior executives.

 

   

Includes regular reporting from management to the Board on the status and completion of actions associated with the risks identified as part of the current ERM program. In addition, management provides more detailed briefings throughout the year to the Board regarding the most significant risks identified in the current ERM program.

As described above, the Board, along with the Audit Committee, oversees a number of risks, which include those associated with major operational activities, cybersecurity and risks associated with potential acquisitions. The Audit Committee reviews and evaluates the Company’s overall risk profile, and the procedures and policies implemented by management to identify and manage such risks. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. Under its Charter, the Governance and Nominating Committee generally manages material risks and opportunities associated generally with environmental, social and governance (“ESG”) matters, the independence of the Board and potential conflicts of interest.

Board Evaluation

 

Each year, the directors undertake an evaluation for the Board and each committee on which they serve that elicits feedback on the performance and effectiveness of the Board and its committees. As part of this evaluation, the directors are asked to consider the role of the Board and its committees, relations with management, composition, and meetings. The responses and comments are compiled by the Corporate Secretary and presented to the Governance and Nominating Committee for initial review. The responses and comments are then presented to each committee and the full Board. Where appropriate, the Governance and Nominating Committee may consider feedback received from the evaluation process when it submits director nominees to the full Board (and, where applicable, recommends assignments to various committees). In addition, every other year as part of the Board evaluation process, the Lead Independent Director and the Governance and Nominating Committee Chair meet individually and hold peer evaluations with each Director. The last supplemental evaluation was conducted in 2020. These supplemental discussions are intended to enhance the existing Board evaluation process and foster even greater discussion regarding the adequacy and effectiveness of the Board and such committees.

Additionally, the Board has conducted and plans to continue to periodically conduct external evaluations by an independent third party. The external evaluations would include interviews with directors and may include interviews with key management personnel, to determine existing strengths of the Board, as well as areas of improvement, to increase overall Board effectiveness.

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

Board Committees

 

 

The Board has three (3) designated standing committees: Audit Committee, Human Capital Committee and Governance and Nominating Committee. Each committee is composed entirely of independent directors, as defined by NASDAQ. Each committee has a charter, and a current copy of each committee charter can be found in the “Investor Relations – Corporate Governance” portion of our website (www.icf.com).

 

       
Name    Audit    Human Capital    Governance &
Nominating
       

  Marilyn Crouther             (I)

   p*        
       

  Dr. Srikant Datar              (I)(L)

   *        
       

  Cheryl Grisé                     (I)

          
       

  Randall Mehl                    (I)

        p     
       

  Scott Salmirs                   (I)

          
       

  Michael Van Handel       (I)

   *         p
       

  John Wasson

              
       

  Dr. Michelle Williams     (I)

            

p – Chair     – Member    * – Audit Committee Financial Expert    (I) – Independent    (L) – Lead Independent Director

Audit Committee

 

   

The Board has a designated standing Audit Committee, as defined in Section 3(a)(58)(A) of the Exchange Act.

 

   

The Audit Committee is expected to meet at least four (4) times per year.

 

   

Each member of the Audit Committee is “independent” as defined by Rule 10A-3 of the Exchange Act and, in accordance with the listing standards of NASDAQ, each Audit Committee member is financially literate.

 

   

Ms. Crouther, Dr. Datar and Mr. Van Handel are each an “audit committee financial expert” as defined under SEC rules.

 

   

Ms. Crouther, Dr. Datar and Mr. Van Handel also qualify as financial experts in accordance with the listing standards of NASDAQ applicable to Audit Committee members.

 

   

The report of the Audit Committee required by the rules of the SEC is included in this Proxy Statement under “Audit Committee Report”.

 

 

 

  Audit Committee

 

  Marilyn Crouther

 

  Dr. Srikant Datar

 

  Michael Van Handel

 

  Dr. Michelle Williams

 

  Meetings held in 2022: 8

  

 

 

Responsibilities:

 

   appoint, evaluate and oversee the Company’s independent auditor;

 

   review the financial reports and related financial information provided by the Company to governmental agencies and the general public;

 

   monitor compliance with the Company’s Code of Ethics;

 

   review the Company’s system of internal and disclosure controls and the effectiveness of its control structure;

 

   review the Company’s accounting, internal and external auditing, and financial reporting processes;

 

   review other matters with respect to our accounting, auditing, and financial reporting practices and procedures as it may find appropriate or may be brought to its attention;

 

   approve the engagement of other firms engaging in audit services for the Company, such as in an acquisition capacity;

 

   approve all of the non-audit services provided by the independent auditor in accordance with the Audit Committee’s pre-approval procedures; and

 

   after each meeting, report to the full Board regarding its activities.

 

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

Human Capital Committee

 

   

The Board has a designated standing Human Capital Committee.

 

   

The Human Capital Committee is expected to meet at least three (3) times per year.

 

   

Each member of the Human Capital Committee qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act and meets the requirements of NASDAQ Rule 5605(d)(2)(A).

 

   

See “Compensation Discussion and Analysis” for more information regarding the role of the Human Capital Committee, management, and compensation consultants in determining and/or recommending the amount and form of executive compensation.

The report of the Human Capital Committee required by the rules of the SEC is included in this Proxy Statement under “Human Capital Committee Report.”

 

 

 

  Human Capital Committee

 

  Randall Mehl

 

  Marilyn Crouther

 

  Cheryl Grisé

 

  Scott Salmirs

 

  Meetings held in 2022:    6

  

 

 

Responsibilities:

 

   assist the Board in its responsibilities related to management, organization, performance, and compensation;

 

   consider and authorize the Company’s compensation philosophy;

 

   evaluate senior management’s performance and approve all material elements of executive officer compensation;

 

   review administration of the Company’s incentive compensation, retirement, and equity-based plans;

 

   review and provide feedback on the Company’s culture, including: its focus and progress on equity, diversity and inclusion and overcoming any institutional bias; and

 

   after each meeting, report to the full Board regarding its activities.

 

 

Governance and Nominating Committee

 

   

The Board has a designated standing Governance and Nominating Committee.

 

   

The Governance and Nominating Committee is expected to meet at least three (3) times per year.

 

   

In September 2021, the Governance and Nominating Committee included oversight of the Company’s ESG activities and related reporting in its charter.

 

 

  Governance and Nominating

  Committee

 

  Michael Van Handel

 

  Dr. Srikant Datar

 

  Cheryl Grisé

 

  Scott Salmirs

 

  Meetings held in 2022:        4

  

 

Responsibilities:

   identify and recommend candidates to be nominated for election as directors at the Company’s annual meeting, consistent with criteria approved by the full Board;

 

   annually evaluate and report to the Board on its performance and effectiveness;

 

   annually review the composition of each Board committee and present recommendations for committee membership to the full Board, as needed;

 

   research, evaluate, and make recommendations regarding director compensation;

 

   consider and advise the Board on matters relating to the affairs or governance of the Board;

 

   consider matters relating to senior management succession;

 

   review and approve all potential “related person transactions” as defined under SEC rules;

 

   after each meeting, report to the full Board regarding its activities; and

 

   monitor and oversee ESG matters.

 

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

Human Capital Committee Interlocks and Insider Participation

 

    

Mmes. Crouther and Grisé, and Messrs. Mehl, Salmirs and Schulte were the members of our Human Capital Committee during the year ended December 31, 2022. Mr. Schulte’s tenure as a director ended in June 2022. None of them are or were an officer or employee of the Company. None of our executive officers served as a member of the Board or the Human Capital Committee of any entity that has one (1) or more executive officers serving as a member of our Board or Human Capital Committee.

Process for Selecting and Nominating Directors

 

    

As noted in the accompanying chart, we will consider candidates for director who are recommended by stockholders. Stockholder recommendations should be submitted in writing to: ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia, 20190, Attention: Corporate Secretary. Such stockholder’s notice shall set forth, for each nominee, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act and pursuant to the Company’s Bylaws (including such person’s written consent to being named as a nominee and to serving as a director if elected). Among other information, the notice shall also include, as to the stockholder giving notice: (i) the name and address of the stockholder; (ii) the class or series and number of shares of the Company which are, directly or indirectly, owned by such stockholder, as well as options, warrants, convertible securities, stock appreciation rights (“SARs”), and similar instruments of the Company (“Derivative Instruments”) that are held by the stockholder; (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right, directly or indirectly, to vote any shares of any security of the Company; (iv) any short interest in any security of the Company directly or indirectly owned by such stockholder; (v) any rights to dividends on the shares of the Company owned beneficially by such stockholder that are separated or separable from the underlying shares of the Company; (vi) any proportionate interest in shares of the

Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (vii) any performance-related fees (other than an asset-based fee) to which such stockholder is entitled based on any increase or decrease in the value of shares of the Company or Derivative Instruments.

To be eligible to be a nominee for election or reelection as a director of the Company, a person must submit to the Corporate Secretary (in accordance with the time periods prescribed for delivery of notice under the Company’s Bylaws) at the above address a written response to a questionnaire with respect to the background and qualification of such person (which questionnaire shall be provided by the Corporate Secretary upon written request) and a written representation and agreement (in the form provided by the Corporate Secretary upon written request) that such person: (i) is not and will not become a party to (x) any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law; (ii) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein; and (iii) would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company.

In recommending Director candidates for the Board of Directors, the Governance and Nominating Committee takes into account all factors it considers appropriate, which may include, among others, experience, skills, expertise, diversity (including race, gender and national origin), strength of character, judgment and relevant industry background.

 

 

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The Board continuously identifies potential director candidates in anticipation of retirements, resignations, or the need for additional capabilities. The graphic below describes the ongoing Governance and Nominating Committee process to identify highly qualified candidates for Board service.

 

Director Selection Criteria

Established/Scheduled

 

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Ensure Board is strong in core competencies of strategic oversight, corporate governance, stockholder advocacy and leadership and has diversity of expertise, perspective and background

 

Consider and Recommend

Qualified Candidates

 

Looking for exceptional candidates who possess integrity, independent judgment, broad business experience, diversity and a skill set to meet existing or future business needs

 

Check Conflicts of Interest

and References

 

All candidates are screened for conflicts of interest, and all directors are independent, except the Chair and CEO

 

Nominating and Corporate

Governance Committee

 

Considers shortlisted candidates; after deliberations, the committee recommends candidates for election to the Board

 

Full Board of Directors

 

Dialogue and decision with a commitment to refreshment and diversity

 

Stockholders

 

Vote on candidates at

Annual Meeting

 

 

 Outcome

 

•  Added three highly qualified directors in recent years who bring the following skills and traits to our Board:

 

—   Public company

CEO

—   Financial and

accounting expertise

 

   

—   Federal government

sector expertise

—   Public health expertise

•  Two of the last three Board members added are either women or bring ethnic diversity to the Board

 

Executive Stock Ownership Policy

 

 

The Company strives to ensure alignment with stockholder interests by means of ensuring that Company executives have an equity stake in the Company that is consistent with the long-term

performance of the Company. The Executive Stock Ownership Policy, as amended, (the “2018 Executive Stock Ownership Policy”) requires executives to own ICF common stock in a value equal to, or in excess of, the multiple of their annual base salary as shown below. The policy was amended in September 2021 to remove stock options which are both vested and “in the money” from the ownership calculation.

 

   Executive Chair:*

  

   5x

   CEO:

  

   5x

   Other NEOs:

  

   2x

   Other designated executives:

  

   1x

*While the policy references an Executive Chair, that position is currently vacant, and we do not currently intend to fill that position.

The following types of equity count toward satisfying the stock ownership requirement: (i) any shares held outright as a result of vested RSUs or PSAs, (ii) shares acquired through the exercise of stock options or purchased through the Company’s employee stock purchase plan qualified pursuant to Section 423 of the Code or through the open market, and (iii) unvested RSUs. In addition, designated executives are required to hold all shares acquired from vested RSUs, vested PSAs and stock option exercises, net of shares withheld for taxes, until they meet the 2018 Executive Stock Ownership Policy requirements.

Stock ownership levels are to be achieved within five (5) years of appointment or designation, as the case may be. For executives appointed or designated mid-year, such levels, if not achieved by their fifth anniversary of becoming such an executive, are to be achieved no later than December 31 of that fifth year. As of April 3, 2023, each of our NEOs either met these stock ownership guidelines or is expected to meet the applicable ownership guidelines within their specified time period.

Board Stock Ownership Guidelines

 

 

The Board believes that its members should be incentivized to focus on the Company’s long-term stockholder value. As such, the Board adopted a Board member stock ownership policy establishing, as a guideline (but not an absolute requirement), that non-employee members of the Board are expected to own shares of Company common stock valued at five (5) times such director’s annual cash retainer fees, which may include shares of unvested restricted stock (i.e., directors are strongly encouraged to hold common stock valued at $425,000). Such ownership level is to be achieved over a period of four (4) years after becoming a member of the Board. As of April 3, 2023, each of our non-employee directors either met these stock ownership guidelines or is expected to meet the ownership guidelines within the specified time period.

Director Continuing Education

 

 

The Board believes that director continuing education is important for maintaining a current and effective Board and has

 

 

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adopted a Director Continuing Education Policy. The Company’s policy encourages directors to participate in continuing education and accredited director education programs, with the intent of becoming and remaining well informed about the Company, its industry and business, its relative performance to its competitors and regulatory issues and economic trends affecting the Company. The Governance and Nominating Committee reviewed education opportunities available for Board members and has identified a series of courses and programs that would be beneficial to Directors in their service on the ICF Board and Board committees.

Prohibitions on Derivatives Trading, Hedging and Pledging

 

 

Pursuant to the Company’s Policy on Insider Information and Securities Trading (“Policy on Insider Information”) the Company considers it improper and inappropriate for any employee, officer or director of the Company to engage in short-term or speculative transactions in the Company’s securities. The policy specifically prohibits directors, officers and other employees from engaging in short sales of the Company’s securities and transactions in puts, calls or other derivative securities (sometimes referred to as “hedging”). In addition, stock grant agreements prohibit the pledging or assignment of awards. Each of the NEOs and directors complied with this policy during fiscal year 2022.

Previously, individual stock grant agreements prohibited the pledging or assignment of stock grants. In April 2020, the Company adopted an updated and more comprehensive Hedging and Pledging Transactions Policy (the “Hedging and Pledging Policy”), which is applicable to our directors, Section 16 reporting officers, and other designated officers of the Company, and which was further updated in September 2020. The new policy establishes a restriction on short sales and other hedging transactions, pledging and the establishment of margin accounts.

Directors and other covered officers who established pledging arrangements within the prior limitations will be prohibited from establishing new arrangements and are encouraged to wind down and conclude any legacy arrangements. There are currently no directors with any legacy pledging arrangements in place.

Stockholder Engagement and Communications with the Board

 

 

Management and members of the Board endeavor to engage with a significant portion of our stockholders each year. This is done through multiple forums, including quarterly earnings presentations, our annual meeting of stockholders, our annual Investor Day, investor conferences and web communications, as well as our SEC filings, our annual report and our proxy statement. Additionally, you may contact the Board by sending a letter marked “Confidential” and addressed to the Board, ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia, 20190, Attention: Corporate Secretary. In accordance with instructions from the Board, the Corporate Secretary reviews all correspondence, organizes the communications for review by the Board, and posts communications to the full Board, specific committees or individual directors, as appropriate. Communications that are intended specifically for the Lead Independent Director, the independent directors or non-management directors should be marked as such.

Political Contributions and Lobbying

 

 

The Company encourages our employees to be active in civic and community activities, including participation in the political and democratic process. Our policy also encourages employees to ensure that those individual activities are kept separate from their work for the Company.

The Company does engage, from time to time, in discussions with various levels of governments on public policy issues. While our activities in this area are fairly limited, when we determine it is in the best interest of the Company to do so, we work with governments to provide information and perspective that support our point of view, including through government relations professionals. The Company, and those who act on our behalf, meet registration, disclosure and other reporting requirements regarding these activities.

 

 

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Director Compensation Table for 2022

 

 

The following table provides the compensation earned by individuals who served as non-employee directors of the Company during 2022.

 

 Name (1)

 

 

Fees

Earned

Paid in

Cash

($) (2)

 

   

  

 

Stock

Awards

($) (3)

 

   

Option

Awards

($)

 

   

  

 

Non-Equity

Incentive Plan

Compensation

($)

 

   

  

 

 

Changes in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings

($)

 

   

  

 

All Other

Compensation

($)

 

   

Total
Compensation

($) (4)

 

 
   

 Marilyn Crouther

    116,066           144,934                                           --               261,000  
   

 Dr. Srikant Datar

    130,066           144,934                                           --               275,000  
   

 Cheryl Grisé

    101,066           144,934                                           --               246,000  
   

 Peter Schulte (5)

    47,500           __--                                           37,500               85,000  
   

 Michael Van Handel

    110,066           144,934                                           --               255,000  
   

 Randall Mehl

    93,066           144,934                                           --               238,000  
   

 Scott Salmirs

    96,066           144,934                                           --               241,000  
   

 Dr. Michelle Williams (6)

    92,066           217,332                                           --               309,398  

 

(1) 

Mr. Wasson is not included in this table because during 2022, 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 2022 Summary Compensation Table.

 

(2) 

Represents the cash retainers and annual payments earned in 2022.

 

(3) 

Directors receive a director equity award in the form of RSUs in the annual amount of $145,000, with the award rounded down to the nearest whole share and the balance paid in cash, issued on the first 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 2022, computed in accordance with FASB ASC Topic 718. The grant date fair value per share of each RSU was $94.79 per share of ICF common stock, with the balance paid out in cash. All other payments, including meeting retainers, are paid in cash.

 

(4) 

Total Compensation for each director may differ from the sum of the individual components due to changes in roles and/or committee assignments during 2022.

 

(5) 

Mr. Schulte’s tenure as a director ended in June 2022 and his cash retainer for his service is disclosed under the heading “Fees Earned Paid in Cash”. Beginning with his departure from the Board in June 2022 until December 2022, Mr. Schulte served as an independent consultant of the Company, and his consulting fees for this period are disclosed under the heading “All Other Compensation”.

 

(6) 

Dr. Williams joined the Company’s Board in December 2021; therefore her totals reflect two awards granted in 2022 on January 3, 2022 and July 1, 2022.

 

Director Compensation

 

 

The following discussion outlines the compensation that was earned by our non-employee directors during 2022. The compensation of our Board is evaluated from time to time by our Governance and Nominating Committee.

Directors who are employed by us do not receive additional compensation for their service on the Board. All directors are entitled to reimbursement of expenses for attending each meeting of the Board and each committee meeting.

All director compensation, other than the director equity grant, is paid in cash, on a quarterly basis in advance. Cash fees are pro-rated on the date of any directors’ departure from the Board for an upcoming quarter; provided that a director that serves until the annual meeting of stockholders shall receive the full amount of cash fees for that quarter. Cash fees for new directors are pro-rated based upon the date of the director’s appointment to the Board.

 

 

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Cash retainer fees for 2022 were as follows:

 

       

 Annual Retainer for Non-Employee Director:

                  $  85,000     
   

 Additional Annual Retainer for Lead Director:

                  $  30,000     
   
Committee Retainers:     Chair         Member  
   

 Audit Comm.

  $   20,000              $ 12,000   
   

 Human Capital Comm.

    10,000               8,000   
   

 Governance & Nominating Comm.

    10,000               8,000   

The Board approved an increase in the annual cash retainer for non-employee directors in 2022, from $75,000 to $85,000 following consideration of a director pay study conducted by the Company’s independent compensation consultant. The study compared the Company’s director compensation program with those of comparable companies, including our established Peer Group, and determined it was appropriate to increase the retainer.

In addition to the cash retainers, the directors are granted an annual equity award, in the form of a grant of restricted stock units, vesting quarterly over a one-year period. The number of shares granted is determined by dividing $145,000 by the closing market price of ICFI common stock on the first 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.

Code of Ethics

 

 

The Company has a Code of Ethics that is designed to promote the highest standards of ethical conduct by the Company’s directors, executive officers and employees. The Code of Ethics requires that the Company’s directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s best interest. Under the terms of the Code of Ethics, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics is updated from time to time to reflect changes in laws, best practices and the Company’s business.

The Code of Ethics and all Board committee charters are posted in the “Investors – Corporate Governance” portion of our website (www.icf.com). A copy of any of these documents is available in print (free of charge) to any stockholder who requests a copy by writing to: ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia, 20190, Attention: Corporate Secretary. The Company will disclose on its website at www.icf.com, to the extent and in the manner permitted by

Item 5.05 of Form 8-K, the nature of any amendment to the Code of Ethics (other than technical, administrative, or other non-substantive amendments) and our approval of any material departure from a provision of the Code of Ethics that has been made known to any of our executive officers.

Certain Relationships and Transactions with Related Persons

 

 

Our Code of Ethics, which applies to all directors, executive officers and employees, emphasizes the importance of avoiding situations or transactions in which personal interests interfere with the best interests of us and/or our stockholders. In addition, the Board has a written policy and process for reviewing and evaluating interested director transactions designed to alert the Board, and in particular the Governance and Nominating Committee, of material transactions involving the Company and directors and their affiliates so that the Board may be aware of and consider such transactions in advance, on a case-by-case basis. As to matters coming before the Board in which individual directors may have a personal interest, the Board has adopted procedures to ensure that all directors voting on such a matter disclose any personal interest, abstain from voting on the matter, and discuss the transaction with counsel if necessary. The Board has delegated the task of discussing, reviewing, and approving transactions between the Company and any of our executive officers or Board members to the Governance and Nominating Committee.

There have not been any transactions during the last fiscal year to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or holders of more than five percent (5%) of our capital stock had or will have a direct or indirect material interest other than equity and other compensation, termination, change-in-control and other arrangements, which are described in the section captioned “Executive Compensation—Potential Payments upon Termination or Change of Control.” of this Proxy Statement.

Other Transactions Considered for Independence Purposes

 

 

For each director and nominee for director who is identified as independent, the SEC rules require the description of transactions, relationships or arrangements that are not required to be disclosed as related person transactions, but that were considered by the Board in determining that the director is independent. There were no transactions that the Company believes are related person transactions; however, there were transactions with independent directors that did not rise to the level of a related person transaction, but that were considered for independence purposes.

 

 

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Environmental, Social and Governance – Our Commitment to Corporate Responsibility

 

 

Accelerating change for lasting impact. Our purpose as a company is to build a more prosperous and resilient world for all. That is what motivates and inspires us. It is also how we measure our impact—from contributing to a healthier planet and creating more resilient communities to supporting economic development and growth. Our focus on corporate citizenship guides how we conduct business, support our employees, operate sustainably, and contribute to our communities. Each year, we compare our performance to our corporate citizenship goals and consider how we can accelerate change for a more positive and lasting impact.

From our initial founding in 1969 as the Inner City Fund to today, we provide societal benefit through our services, professional development for employees, profitable growth for investors, and reliably ethical business conduct. We are motivated to engage productively with all our stakeholders, including by:

 

   

Investing in our employees and ensuring a diverse workplace where we can do all our best work.

 

   

Serving our clients and managing suppliers with integrity, while contributing to a low-carbon value chain.

 

   

Minimizing our impact on the planet by reducing our carbon footprint and growing our leading climate consultancy.

 

   

Giving back to our communities and society, both philanthropically and through innovative service to social agencies.

 

   

Creating long-term value for our stockholders through solid management, including managing climate risks and opportunities.

 

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Governance ensures we fulfill our commitments.    While governance involves the actions and behaviors of all employees, it is a particular responsibility of our leaders as they guide ICF in accordance with our values. Our ESG program receives oversight from the Board, the CEO, and the ESG Council—among other governing bodies. The Board considers ESG matters as part of ICF’s enterprise risk management process and long-term strategic planning. It receives briefings on ESG matters from its committees and management, including updates regarding ICF’s climate-related, cybersecurity, and other risks and opportunities.

ICF’s Chair also serves as President and CEO of the firm and is intimately familiar with its operations. ICF’s CEO serves as a connection point between the Board’s oversight and the management team’s execution of business activities and operations. The CEO’s ESG responsibilities include oversight of risks (including climate and cybersecurity), oversight of strategy (including climate and resilience), oversight of codes (such as inclusive HR policies), approval of resources (for example, to manage and reduce GHG emissions and purchase high-quality offsets), among other ESG matters.

 

 

Impact for Good in 2022

 

Of our $1.78 billion revenue, ICF estimates that at least:

 

$906 million was derived from services delivering positive social impact—health, education, development and social justice programs.

 

$665 million was generated from services creating positive environmental impact—reducing energy consumption, managing carbon footprint and protecting natural resources.

 

The balance of other work was also socially responsible and—although not directly supporting social impact or sustainability efforts—consistent with ICF’s commitment to make a positive social and sustainable impact.

    

 

 

The ESG Council supports the integration of ESG principles into our business strategy. It oversees ESG reporting and reviews recommendations from the corporate responsibility steering committee. It reports to the CEO, is chaired by the executive vice president for corporate strategy and is composed of senior executives. Below is an organization chart and a description of the role of each member.

 

         

ESG Council in context

 

ESG Council participation

 

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HR/D&I:

 

 

People policies, diversity and inclusion, employee engagement

 

Corporate Strategy:

 

 

Climate Strategy:

 

Business risks and opportunities, impact and competition

 

Plans for thriving in a carbon-constrained future

 

 

Corporate Responsibility:

 

 

Stakeholder perspectives, corporate philanthropy and ESG reporting

 

 

Legal:

 

 

Compliance; assurance and corporate governance

 

 

Finance:

 

 

Reporting and resources

 

 

Business Ops/Contracts:

 

 

Program support and systems

 

 

Corporate Growth/BD:

 

 

Partnerships

 

 

Marketing:

 

 

Corporate communications and reputation

 

 

    

 

 

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Reporting for Transparency. Productive relationships with stakeholders require trust. To that end, we report annually on our performance on important measures not currently required in financial reporting, including our progress toward goals regarding human capital management, sustainability, philanthropy and other targets. We report on ICF’s corporate sustainability strategy and performance in alignment with the Task Force for Climate-related Financial Disclosure (TCFD), the Sustainability Accounting Standards Board (SASB), the UN Global Compact, and progress toward our Science-Based Targets, among other global sustainability goals. This information and more can be found in our latest Corporate Citizenship Report (published July 2022 and available on our Company website at www.icf.com, under “About ICF, Corporate Citizenship”). Our report won 4 platinum MarCom Awards for excellence in corporate citizenship reporting. Below are some highlights of our performance.

   

CDP Climate Leader, 5th Year

For the 5th consecutive year ICF scored A- or A on our annual climate change report. In 2022, our CDP score of A- demonstrates climate leadership among more than 18,000 reporting companies globally. Our consistently high scores demonstrate robust governance and oversight of climate issues, rigorous risk management processes, verified scope 1 and 2 emissions, and emissions reduction across the value chain..

 

Investing in Our People

 

  Provided opportunities for all employees to develop and   advance.

 

 

Making a Sustainable Commitment

 

Made progress on our carbon reduction goal and remained carbon neutral.

 

 

Supporting Important

Causes

Donated to causes important to our employees and communities.

 

  54%

 

  female people

  managers

 

  39%

  female executives

 

  Pay Equity

 

  We have identified no   meaningful disparities across   race or gender in the same   role

 

 

50%

 

female and minority board members

 

50%

 

early talent hires of underrepresented groups

 

100%

 

net renewable electricity for global operations via renewable energy certificates

 

93%

 

absolute reduction in scope 1 and 2 greenhouse gas emissions since baseline 2013

 

Zero

 

net zero carbon status since 2006 due to investments in high-quality carbon offsets

 

 

$790,000

 

corporate cash donations

 

$670,000

 

employee donations through our giving program

 

1 to 1

 

ICF matched employee donations

  ESG

  Recognition

 

•  Forbes 2022 America’s Best Employers for Diversity

 

•  Forbes 2022 America’s Best Employers for Women

 

•  Climate leadership as recognized by CDP for robust governance, risk management and GHG reporting

 

•  MarCom Awards 2022: 4 platinum awards for excellence in corporate citizenship reporting

Carbon Targets and Performance. ICF recognizes the risks and opportunities due to climate change caused by increased carbon emissions. ICF’s climate experts communicate those opportunities and risks to our executive leaders and our Board. Since 2006 ICF has committed to be carbon neutral, which we achieve through three activities:

 

   

Reduce. Lease more efficient facilities and consolidate where feasible. Maximize virtual tools to travel less. Engage our people to work more sustainably. Purchase more eco-friendly products. Encourage partners in our value chain (suppliers and clients) to manage their carbon footprint.

 

   

Buy renewable energy. Purchase Renewable Energy Certificates equivalent to 100% of the electricity used by our global operations.

 

   

Buy carbon offsets. After taking the measures above, we buy high-quality carbon offsets equivalent to the measured carbon emissions of our global operations: all of scope 1 and scope 2 emissions, plus a significant portion of scope 3 emissions from business travel and employee commuting.

By way of background, Scopes 1, 2 and 3 referenced in this section refer to defined terms established by the Greenhouse Gas Protocol. In this regard, Scope 1 refers to direct greenhouse gas emissions from sources owned or controlled by ICF; Scope 2 refers to greenhouse gas emissions from purchased electricity; and Scope 3 refers to greenhouse gas emission sources beyond the walls of our facilities. With respect to Scope 3, prior to 2018, ICF measured business travel and commuting only. Beginning in 2018, we began to measure emissions embedded in our purchased goods and services.

Since establishing our baseline emissions in 2013, we have shrunk our carbon footprint by every measure. We reduced carbon emissions in absolute terms, as well as intensity per employee, revenue, and leased space (see graphic below). We achieved this ahead of our target. In 2020, ICF committed to set an ambitious science-based carbon-reduction target, an approach to a zero-carbon

 

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economy that boosts innovation and drives sustainable growth. Such targets are based on the concept of a global carbon budget that will limit global warming to well below 2°C. In March 2021, the Science Based Targets initiative approved our target, adding ICF to the list of pioneering companies driving change to a zero–carbon economy.

ICF Grows While Emissions Decline, 2013-2021

Emissions depicted include all of scope 1 and scope 2, plus a significant portion of scope 3, including emissions from business travel and employee commuting.*

 

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* Does not include emissions from purchased goods and services, which we began estimating in 2018.

Our Strength is our People. People join ICF to make a difference and to work on impactful projects that change the world now and for generations to come. Attracting talent who want to make an impact and investing in the growth of our people to be their best selves is what sets us apart from our competition and helps us deliver outstanding results. We work hard to maintain a stimulating, supportive, and respectful environment for our 9,000+ employees where everyone can thrive and express themselves freely. The results of our recent employee engagement survey reinforced the strong culture that makes our employees want to stay and grow a career here. We’re proud that 86% of respondents believe their values aligned with the values of ICF and 87% of respondents feel they have a flexible schedule that meets their personal needs. Both of these results were a full 16% above industry average.

 

In 2022, we accelerated the transformation of our people plans, programs, and policies. We continued to implement a multi-pronged strategy to adapt with the evolving needs and expectations of our people. Our strategy focuses on evolving our culture with the changing world, optimizing our recruiting efforts to bring the best talent in to the organization, reimagining the talent experience as an employee, growing our total rewards offerings, and advancing in our diversity, equity, and inclusion (DEI) journey. We’re committed to enabling our employees to belong, grow, and thrive both personally and professionally.

 

Inclusion is a top priority. We have eight Employee Community Networks (“ECNs”) to foster support, networking, mentoring, professional development, community outreach, and business impact. One in four of our employees are involved in at least one ECN. We have also put in place a deliberate and results-focused DEI recruiting strategy to attract top talent from diverse recruiting sources to ICF. Explore our 2022 Inclusion Report to learn more about our continued journey and the strength of our inclusive culture.

   

Recognized Diversity Leader

 

As a purpose-driven company with a strong culture and underlying values, we prize diversity, opportunity, equality and respect. And because of that, ICF was recognized by Forbes Magazine in 2022 and 2021 as one of America’s Best Employers for Diversity. Forbes’ recognition highlights our strengthened commitment to inclusion.

We enable our employees to grow their personal and professional skills through experiential learning, formal training, and mentoring opportunities. We encourage our employees to be well-rounded and to drive their own career growth. We encourage

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

quarterly impact conversations between employees and managers that are future-looking conversations focused on growth and career development opportunities. We also deliver customized, blended digital and instructor-led programs in key topics like business development, project management, and people management. Our learning catalog has over 30,000+ training courses available and we also offer tuition reimbursement. In 2022, our annual mentoring program had its largest cohort with 515 mentoring pairs. A key focus area this year was to continue building our pipeline of tomorrow’s leaders. We expanded our leadership development curriculum and were able to triple our reach to emerging leaders at various stages of their career.

We want to help employees thrive physically and professionally, find emotional balance, build financial security, and stay connected. This year we launched a wellbeing platform, powered by Virgin Pulse. Nearly 40% of eligible employees are active on the platform, more than triple the vendor’s benchmark during the first year of implementation. We conducted four company-wide challenges this year. One challenge resulted in over 47 million steps, equating to nearly one loop around our globe. When our employees are at their best, it impacts how they engage at work, with their family, and the larger community.

Advancing Global Goals. ICF is a signatory of the UN Global Compact on human rights, labor, environment, and anti-corruption. We are committed to making these principles part of our strategy, culture, and day-to-day operations. Through our operations, client services, and philanthropy, we champion the UN Sustainable Development Goals. With our clients, we are tackling climate change, improving health and education, reducing injustice and inequality, and spurring economic growth. The exhibit below provides a snapshot of our support for the UN Sustainable Development Goals (“SDGs”).

 

ICF Makes Progress toward

 

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1

NO POVERTY

Building economically sustainable communities following disasters

 

2

ZERO HUNGER

Addressing malnutrition, hunger, and food insecurity through data

3

GOOD HEALTH AND WELL-BEING

Strengthening defenses against infectious diseases

 

4

QUALITY EDUCATION

Evaluating literacy education programs

 

5

GENDER EQUALITY

Supporting better health strategies with gender data

6

CLEAN WATER AND SANITATION

Protecting, ensuring, and planning for clean, safe water for the future

 

7

AFFORDABLE AND CLEAN ENERGY

Driving adoption of energy-efficient lighting, appliances, and thermostats

 

8

DECENT WORK AND ECONOMIC GROWTH

Tackling unemployment

9

INDUSTRY, INNOVATION, AND INFRASTRUCTURE

Integrating flood risk into transportation infrastructure decisions

 

10

REDUCED INEQUALITIES

Addressing family resilience, race equity, diversity, and inclusion

 

11

SUSTAINABLE CITIES AND COMMUNITIES

Developing climate action plans for regions, cities, and businesses

12

RESPONSIBLE CONSUMPTION AND PRODUCTION

Helping emerging markets achieve clean development goals

 

13

CLIMATE ACTION

Building a sustainable and low-carbon future

 

14

LIFE BELOW WATER

Managing the most pressing fish- and water-related issues

15

LIFE ON LAND

Protecting, conserving, and preserving natural resources and biodiversity

 

16

PEACE, JUSTICE, AND STRONG INSTITUTIONS

Bolstering government efforts to end child and forced labor

 

17

PARTNERSHIPS FOR THE GOALS

Helping development organizations and their beneficiaries measure impact and improve effectiveness

 

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