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
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:

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.

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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.

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.
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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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:

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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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GOOD GOVERNANCE PRACTICES

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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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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

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.

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)

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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.

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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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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Table of Contents

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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:

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PROPOSAL 1

ELECTION OF DIRECTORS

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

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.

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.

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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:

		Integrity ●   Reputation for integrity, honesty and adherence to high ethical standards						Financial Demonstrated business and financial acumen and experience
		●   Willingness and ability to contribute positively to the collegial decision-making process of the Board						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						Public Company Board Experience Current or past experience as a board member of another mid-cap or large public company
		Governance ●   Commitment to attend and participate in Board and Board Committee meetings regularly						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)						Capital Markets Familiarity with capital markets, financing transaction strategy and investor relations
		Mergers and Acquisitions Significant experience in mergers and acquisitions and/or integration						Risk Management Experience identifying, evaluating and managing corporate risk

Director

Marilyn Crouther

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Srikant M. Datar

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Cheryl W. Grisé

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Randall Mehl

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Scott Salmirs

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Michael J. Van Handel

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John M. Wasson

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Michelle A. Williams

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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.

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

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

		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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Directors whose Term Expires in 2024 - Class III Directors

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                    Directors Whose Term Expires in 2025 - Class I Director

		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 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:

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.

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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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%.

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.

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.

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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:

⁽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.

Summary of the Plan

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.

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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:

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:

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

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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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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:

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

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:

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.

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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.

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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.

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