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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.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 7, 2024


John Wasson
Chair, President & Chief
Executive Officer
Date:
Time:
Place:
June 7, 2024
8:00 a.m. ET
Virtual Meeting: Online via live webcast www.virtualshareholdermeeting.com/ICFI2024
AGENDA:
To elect two (2) directors for a term expiring in 2027 (Proposal 1);
To approve, on an advisory basis, ICF International, Inc.’s (“ICF International”, “ICF”, the “Company”, “we” or “our”) overall pay-for-performance named executive officer compensation program, as disclosed in the Proxy Statement (Proposal 2);
To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024 (Proposal 3); and
To transact any other business that is properly brought before the meeting or any adjournment or postponement.
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 10, 2024, are entitled to notice of, and to vote at, the 2024 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting, the Proxy Statement, and a form of proxy or voting instruction form are being distributed and made available on or about April 26, 2024.
To help manage costs and to reduce the environmental impact of the annual meeting process, the Annual Meeting of stockholders will be a virtual meeting. 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 a live webcast by visiting www.virtualshareholdermeeting.com/ICFI2024 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, many of our stockholders will receive a notice of the online availability of our Proxy Statement and our Annual Report for the fiscal year ended December 31, 2023 (“2023 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 2023 Form 10-K and a form of proxy or voting instruction form. All stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail. Employing this 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 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, to ensure your representation at the Annual Meeting regardless of whether you plan to attend 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 2024), 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 Annual Meeting.
Even if you plan to attend our Annual Meeting 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:
1.
Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/ICFI2024.
2.
Webcast starts at 8:00 a.m. Eastern Time.
3.
Stockholders may vote and submit questions while attending the Annual Meeting on the Internet.
4.
Please have your 16-digit control number to participate in the Annual Meeting.
5.
Information on how to participate via the Internet is posted at www.virtualshareholdermeeting.com/ICFI2024.

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PROXY SUMMARY
To assist you in reviewing the proposals to be acted upon at the 2024 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”) 2023 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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024 (the “2023 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 two (2) directors to the Board to serve for a term expiring at our annual meeting of stockholders in 2027
Page 5
FOR each Director Nominee
Majority of the votes cast with respect to each director in the election of directors.
PROPOSAL 2
Provide an advisory vote regarding ICF International’s overall pay-for-performance named executive officer compensation program (the “Say on Pay” vote)
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FOR
Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.
PROPOSAL 3
Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2024
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FOR
Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.
ABOUT ICF INTERNATIONAL
ICF provides professional services and technology-based solutions to government and commercial clients, including management, 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 nine thousand (9,000) employees serve clients from our headquarters in the Washington D.C. metropolitan area, our fifty-five (55) regional offices throughout the U.S. and fifteen (15) 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, 2023, ICF had total annual consolidated revenue of $1.96 billion, total consolidated assets of $2.01 billion and total consolidated stockholders’ equity of $0.92 billion.
ICF International is a Delaware corporation and our principal executive offices are located at 1902 Reston Metro Plaza, Reston, Virginia 20190.
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2023 Business Highlights
Financial Performance. All financial numbers referenced below were previously reported in the 2023 Form 10-K. Additional discussion of each of the metrics listed below can also be found in the 2023 Form 10-K.
In 2023 we won a record $2.3 billion in contract awards, continuing our strong year-over-year growth.
Total revenue increased 10.3% from $1.78 billion in 2022 to $1.96 billion in 2023.
Net income in 2023 was $82.6 million, an increase of 28.6% from $64.2 million in 2022.

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U.S. GAAP diluted earnings per share (“EPS” or “Diluted EPS”) was up 28.7% to $4.35 in 2023 compared to $3.38 in 2022, of which $0.71 represented tax-effected net special charges.
Non-GAAP diluted earnings per share (“Non-GAAP Diluted EPS”) increased 12.7% from $5.77 in 2022 to $6.50 in 2023. Non-GAAP Diluted EPS represents Diluted EPS, excluding the impact of certain items such as special charges and acquisition and divestiture-related expenses that are not indicative of the performance of our ongoing operations, and the impact of amortization of intangible assets related to our prior acquisitions, net of income tax effects. Non-GAAP Diluted EPS differs from other similar Non-GAAP Diluted EPS measures for annual incentive plans (see Annex A) and performance shares (see Annex B). A reconciliation of this Non-GAAP Diluted EPS can be found on Pages 48 and 49 of the 2023 Form 10-K.

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COMPENSATION HIGHLIGHTS
The Human Capital Committee of the Board (the “Human Capital Committee”) approved the following actions during 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 10, 2024, each NEO met the stock ownership guidelines or is expected to meet the applicable stock ownership guidelines within the specified time period.
Continued the performance focus in the Company’s annual bonus program, (the “Annual Incentive Plan”), rigorously linking pay to performance. Annual threshold, target and maximum performance goals were established with appropriate incentive payouts at each level.
Continued the annual review of NEO compensation against best practices and competitive market data.
Extensively reviewed external executive compensation trends to ensure that the Company’s executive compensation practices align with market best practices. The peer group data and other market data from nationwide salary surveys are used to provide a relevant basis for determining executive pay levels.
Supported the continuation of an annual, non-binding, advisory vote of the Company’s stockholders regarding the Company’s overall pay-for-performance named executive officer compensation program (“Say on Pay”). The Say on Pay vote at the Annual Meeting (Proposal 2) will be the fourteenth consecutive annual Say on Pay vote by stockholders.
For additional information on compensation related matters, see the Compensation Discussion & Analysis (the “CD&A”) section of this Proxy Statement, beginning on Page 41.
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2023 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 (81.8% and 65.7% respectively), based on our operating performance and/or our stock price.

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CORPORATE GOVERNANCE HIGHLIGHTS
  As of the end of 2023, the Board was 87.5% independent, 37.5% female and 37.5% minority and included a minority Lead
Independent Director.
  The Board reflects a range of talents, ages, skills, diversity and expertise.
  Each director attended over 75% of applicable Board/committee meetings in 2023.
  The Board has three (3) independent standing committees, each operating under a written charter, chaired by an independent director and composed entirely of independent directors: Audit, Human Capital, and Governance and Nominating.
  The Board has adopted comprehensive Corporate Governance Guidelines to guide its oversight and leadership.
  The Governance and Nominating Committee routinely reviews education opportunities available to the Board and has identified a series of courses and programs suited to the Directors’ service on the Board and Board committees.
  While management is responsible for the day-to-day management of risk, the Board has responsibility for the oversight of enterprise risk management and the annual enterprise risk management plan.
  The Board conducts an annual evaluation of the Chair, President and CEO.
  ICF has stock ownership guidelines for directors and executive officers.
  We restrict hedging and short sales of our equity securities by directors and executive officers.
  Pursuant to our Hedging and Pledging Policy, short sales and other hedging transactions, pledging and establishment of margin accounts are fully restricted.
  The Board reviews management talent and succession planning annually.
  No stockholder rights plan or “poison pill” has been adopted.
  The Human Capital Committee, in conjunction with an independent compensation consultant, routinely reviews our pay-for-performance executive compensation program.
  Neither the Board nor management has engaged in related party transactions.
  The severance agreements with the NEOs have a “double trigger” in connection with any severance benefits payable following a change of control.
  The Company maintains compensation recovery policies and practices, including a Nasdaq-compliant Compensation Recovery Policy, as well as compensation recovery provisions (including upon events of fraud or detrimental conduct that causes reputational harm to the Company) in its equity compensation plan and related award agreements and severance arrangements.
  The Human Capital Committee annually reviews an assessment of compensation and related risk, as more fully described in the CD&A.
  The Board has a strong Lead Independent Director with clearly articulated responsibilities.
  All current directors are independent, except Mr. Wasson, the Chair, President and CEO.
  The Company has a majority voting standard in uncontested director elections.
  The Board holds regular executive sessions of non-management directors.
  The Board and committees conduct an annual evaluation process, in the form of either a self-evaluation or external evaluation.
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STOCKHOLDER ACTIONS
ELECT tWO DIRECTORS TO SERVE FOR A TERM EXPIRING AT OUR ANNUAL MEETING IN 2027 (PROPOSAL 1)
Stockholders are being asked to elect two (2) director nominees to our Board of Directors. 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
Mr. Randall Mehl
2017
56
YES
President of Stewardship
Capital LLC
Kforce, Inc.;
Insperity, Inc.
Human
Capital (Chair)
Mr. Scott Salmirs
2021
61
YES
President and Chief
Executive Officer, ABM
Industries Incorporated
ABM Industries
Incorporated
Human Capital;
Governance and
Nominating
PROVIDE AN ADVISORY VOTE REGARDING ICF INTERNATIONAL’S OVERALL
PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM (PROPOSAL 2)
Stockholders are being asked to cast a non-binding, advisory vote on our overall pay-for-performance NEO compensation program. Last year, approximately ninety-four percent (94%) 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 2023.
RATIFY THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 (PROPOSAL 3)
The Audit Committee has appointed, and the Board has approved the appointment of, Grant Thornton as the Company’s independent registered public accounting firm (the “independent auditor”) for the fiscal year ending December 31, 2024. 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 2025 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals submitted for inclusion in our 2025 proxy statement pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by us by December 27, 2024. Notice of stockholder proposals to nominate a person for election as a director or to introduce an item of business at the 2025 annual meeting of stockholders outside Rule 14a-8 must be received by us no earlier than February 7, 2025, and no later than March 9, 2025.
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 2025 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 8, 2025, setting forth all of the information and disclosures required by Rule 14a-19. If the 2025 annual meeting of stockholders is set for a date that is not within thirty (30) calendar days of the anniversary of the date of the 2024 Annual Meeting of Stockholders, then notice must be provided by the later of sixty (60) calendar days of the anniversary of the date of the 2024 Annual Meeting of Stockholders or by the close of business on the tenth (10th) calendar day following the day on which a public announcement of the date of the 2025 annual meeting of stockholders is first made.
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VOTING AND MEETING INFORMATION
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 2024 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/ICFI2024, on June 7, 2024, at 8:00 a.m., Eastern time. You will not be able to attend the Annual Meeting physically. This Proxy Statement and the enclosed proxy form are being made available over the Internet or delivered by mail, on or about April 26, 2024, 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 two (2) directors to the Board to serve for a term expiring at our annual meeting of stockholders in 2027
Page 5
FOR each Director Nominee
Majority of the votes cast with respect to each director in the election of directors.
PROPOSAL 2
Provide an advisory vote regarding ICF International’s overall pay-for-performance named executive officer compensation program (the “Say on Pay” vote)
Page 15
FOR
Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.
PROPOSAL 3
Ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2024
Page 16
FOR
Majority in voting power of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting for this advisory vote. Note that this is an advisory vote and, while not bound by it, the Board will seriously consider the outcome.
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VOTING AND MEETING INFORMATION
How does the Board recommend that I vote?
Our Board recommends that you vote your shares: (a) FOR each of the nominees for election to the Board; (and b) FOR Proposals 2 and 3.
Who is entitled to vote?
Holders of record of our common stock as of the close of business on April 10, 2024, are entitled to vote at the Annual Meeting. On that date, we had 18,736,579 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. Accordingly, 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 will 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 their own copy or (b) a single copy if multiple copies are sent to one (1) address and the stockholders who share the address would like to receive 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, 2023 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, 2023, filed with the SEC on February 28, 2024 (the “2023 Form 10-K”), by writing to: ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia 20190, Attention: Corporate Secretary. Alternatively, stockholders can access our 2023 Form 10-K on our Investor Relations website at: http://investor.icf.com. We will also furnish any exhibit to the 2023 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:
(a)
submit their proxy over the Internet using their computer or by telephone by following the instructions on the proxy form or voting instruction form; or
(b)
submit their proxy by mail by signing and dating the proxy form or voting instruction form received and returning it in the prepaid envelope.
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/ICFI2024 and enter the sixteen (16)-digit control number included on your notice, proxy card or voting instruction form. You may log in fifteen (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 fifteen (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/ICFI2024.
You will also be able to vote during the Annual Meeting by providing your sixteen (16)-digit control number when you log into the webcast at www.virtualshareholdermeeting.com/ICFI2024.
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 3. In order for us to vote on matters at the Annual Meeting, a majority in voting power of our outstanding shares of common stock as of April 10, 2024 entitled to vote at the Annual Meeting must be present electronically via live webcast or by proxy at the Annual Meeting. This is referred to as a quorum. If a quorum is not present, the Annual Meeting will be adjourned or postponed until a quorum is present. Generally,
abstentions will be counted for purposes of establishing a quorum at the meeting and will be counted as having voted against a particular proposal. Broker non-votes will generally be counted for purposes of establishing a quorum but will not be counted as having voted at all on a particular proposal. 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.
How many votes are needed to approve each item?
For Proposal 1, the election of two (2) 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 nominee, which means that nominee(s) receiving more “for” votes than “against” votes cast will be elected.
Abstentions will have no effect on the outcome of the election.
The election of directors is a non-routine proposal, which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.
Proposal 2, the Say on Pay vote, is an advisory vote 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.
Because this is an advisory vote, there is no minimum stockholder approval requirement; however, in order for the resolution to “pass”, a majority of the votes entitled to be cast for this advisory vote must be received. While the Board is not bound by the outcome of this vote, the Human Capital Committee of the Board (the “Human Capital Committee”) will seriously consider the outcome when making compensation decisions (and recommending compensation with respect to our CEO to the full Board) in future years.
Abstentions will have the same effect as voting against this proposal.
The approval of this proposal is a non-routine proposal which means that brokers, banks or other nominees do not have discretion to vote any uninstructed shares. Broker non-votes represent votes not entitled to be cast on this matter and thus will have no effect on the result of the vote.
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VOTING AND MEETING INFORMATION
In voting on Proposal 3, the ratification of the selection of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
You may vote in favor of the proposal, against the proposal, or abstain from voting.
Because this is an advisory vote that is conducted in the interest of good corporate governance, there is no minimum stockholder approval requirement; however, in order for the resolution to “pass”, a majority of the votes entitled to be cast for this advisory vote must be received. While the Audit Committee of the Board (the “Audit Committee”) is not bound by the outcome of this vote, it will seriously consider the outcome when electing to retain Grant Thornton as the Company’s independent registered public accounting firm in future years.
Abstentions will have the same effect as voting against the proposal.
The Company does not expect broker non-votes for this Proposal, as ratification of the independent registered public accounting firm is considered a routine matter under applicable rules.
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/or 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 three (3) 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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PROPOSAL1
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 (3)-year terms, so that the term of office of one (1) class of directors expires at each annual meeting.
Ms. Cheryl W. Grisé, who is a Class III director, is not up for re-election at this year’s meeting. The Board thanks Ms. Grisé for her many years of dedicated and outstanding service to the Company.
The Board has nominated the following individuals for election as directors for a term expiring at our annual meeting of stockholders in 2027 or until their respective successors have been elected and qualified. Each are currently Class III directors.
➣  Mr. Randall Mehl
➣  Mr. Scott Salmirs
If either 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.
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, including each person’s business experience for at least the last five (5) years. 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, 2023.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES
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PROPOSAL1
The Governance and Nominating Committee maintains, and periodically updates, a Director Qualifications matrix to assist the committee in evaluating director candidates for the Board. These qualifications (including integrity as a pre-requisite), and an indication of which of the qualifications, experience and other factors are particularly satisfied by each nominee and continuing director, are summarized below:

INTEGRITY


Integrity
Reputation for integrity, honesty and adherence to high ethical standards, and no conflict of interest that would impair ability to fulfill responsibilities as a director
Prerequisite

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



 



 

Leadership and Professional Experience
Experience or equivalent as chief executive, chief financial officer or other significant and relevant leadership









Relevant Industry
Relevant and sustained experience in the industries in which we participate.
 
Government Contracting


 
 
 


 
 
Energy
 


 


 


 
 
Public Health
 
 
 


 
Technology









 
SIGNIFICANT COMPLEMENTARY EXPERIENCE AND FACTORS

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



 
 


Financial
Demonstrated finance, public reporting and/or capital markets experience






 

Mergers and Acquisitions
Demonstrated experience in mergers and acquisitions and integration







 

Technology, Innovation and Design Thinking
Contributions to development and innovation in business systems, technology, design thinking, analytics and digital transformation








Sales and Marketing
Demonstrated experience in sales and marketing, and market development and driving large scale services enterprises

 
 

 

 

Commitment and Collaboration
Commitment to devoting appropriate effort to Board service, collegial decision making, as well as charitable or other community service endeavors








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PROPOSAL1
The charts below reflect the diversity of our current Board based on the self-identified characteristics of our Board members. More than one-third (1/3) 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:
BOARD DIVERSITY MATRIX
(As of April 10, 2024)
Board Size
Total Number of Directors
8
Gender
Female
Male
Non-Binary
Gender Undisclosed
Number of Directors Based on Gender Identity
3
5
 
Number of Directors Who Identify in Any of the categories Below
African American or Black
2
 
 
Alaskan Native or American Indian
 
 
Asian
1
 
Hispanic or Latinx
 
 
Native Hawaiian or Pacific Islander
 
 
White
1
4
 
Two or More Races or Ethnicities
 
 
LGBTQ+
 
 
Demographic Background Undisclosed
 
 
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PROPOSAL1
Nominees for Election as Directors for a Term Expiring in 2027 - Class III Directors
Randall Mehl

President & Chief Investment Officer of Stewardship Capital LLC
Director Since 2017
Age 56
Board Committees: Human Capital
WHY THIS DIRECTOR IS VALUABLE TO ICF
Mr. Mehl brings significant experience to the ICF Board. Having served on the boards of several companies in the technology and technology-enabled services sectors, including two other public companies, he brings meaningful insight to strategy, governance, and risk management. As a former leader in private equity and equity research, Mr. Mehl has demonstrated expertise in areas such as capital deployment, mergers & acquisitions, and financing, especially in the areas of technology and services. He is also committed to service to charitable and community service organizations.









Integrity
​Leadership
​Relevant Industry
Financial
M&A
Technology/
Innovation
Commitment/
Collaboration
Career Highlights
Stewardship Capital LLC, which provides investment advisory services and manages a family office fund that invests in technology and services sectors
President & Chief Investment Officer (2017 to present)
Baird Capital Partners, a private equity investing company focused on middle market buyouts
Partner (2005 to 2016)
Robert W. Baird & Co., a full-service investment banking, asset management and capital markets company
Managing Director (1996 to 2005)
Accenture, a leading global professional services company focused on innovation
Business Systems Consultant (1990 to 2003)
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
Krueger International, Director (2024 to present)
Eastbrook Academy, Vice Chairman (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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PROPOSAL1
Scott Salmirs

President and Chief Executive Officer, ABM Industries Incorporated
Director Since 2021
Age 61
Board Committees: Human Capital and Governance & Nominating
WHY THIS DIRECTOR IS VALUABLE TO ICF
Mr. Salmirs brings extensive executive leadership experience to the ICF Board beginning his career at CBRE and currently at ABM Industries. Through his work at ABM Industries, he has gained experience with respect to clean energy initiatives, as well as extensive financial, capital markets, and mergers and acquisitions experience. Over the course of his career, he developed key governance, risk management, technology and innovation, and sales and marketing experience. He also contributes his time to multiple charitable and community service organizations.











Integrity
Governance
Leadership
Relevant
Industry
Financial
M&A
Technology/
Innovation
​Sales &
Marketing
​Commitment/
Collaboration
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)
LiveOnNY, Board Member (2024 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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PROPOSAL1
Directors Whose Term Expires in 2025 - Class I Director
Dr. Srikant M. Datar

Dean, Harvard Business School at Harvard University
Director Since 2006
Age 70
Board Committees: Audit and Governance & Nominating
​WHY THIS DIRECTOR IS VALUABLE TO ICF
Dr. Datar brings nationally-recognized contributions and thought leadership to ICF’s Board relevant to our core business. He has extensive leadership and experience in technology, innovation and design thinking through teaching and research involving data science, machine learning and artificial intelligence as well implementation of large transformation projects. His governance and risk management experience includes his service as a director at multiple public companies and as Dean of the Harvard Business School. His work entails extensive financial, capital markets and mergers and acquisition experience, along with a commitment to serving charitable and community service organizations. In recognition of his extensive contributions and experience as a director, Dr. Datar received the 2020 Public Company Director Award from the National Association of Corporate Directors.











Integrity
Governance
Leadership
Relevant
Industry
Diversity
Financial
M&A
Technology/
Innovation
​Commitment/
Collaboration
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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PROPOSAL1
John M. Wasson


Chair, President and Chief Executive Officer, ICF International, Inc.
​Director Since 2019
Age 62
WHY THIS DIRECTOR IS VALUABLE TO ICF
During his over 35-year career at ICF, Mr. Wasson has led government and commercial client work in energy, environment, transportation, public health, and technology markets. He served as Chief Operating Officer from 2003 to 2019, before ICF’s Board of Directors appointed him as CEO on October 1, 2019. He has extensive experience leading ICF’s business and growth in its core areas and demonstrated governance and risk management experience as a C-suite executive. He also has significant and sustained financial, mergers and acquisition, technology and innovation, and sales and marketing experience. He also commits his time to charitable and educational institutions.










Integrity
Governance
Leadership
Relevant
Industry
Financial
M&A
Technology/
Innovation
​Sale &
Marketing
​Commitment/
Collaboration
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 to 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)
The Flint Hill School, Member, Board of Trustees (2017 to present)
PAST NON-PUBLIC DIRECTORSHIPS
UC Davis Foundation, Board of Trustees (2018 to 2020)
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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PROPOSAL1
Directors whose Term Expires in 2026 - Class II Directors
Marilyn Crouther

CEO & Principal, Crouther Consulting, LLC
​Director Since 2020
Age 58
Board Committees: Audit (Chair) and Human Capital
WHY THIS DIRECTOR IS VALUABLE TO ICF
Ms. Crouther brings to ICF’s Board her experience through a distinguished career as a senior business and finance executive at leading companies in our industry. She has extensive experience as an executive in government contracting and the technology space, as well as in governance and risk management as a director and as an executive at public companies. She has demonstrated and sustained financial, mergers and acquisitions, transformational technology and IT modernization, and sales and marketing experience during her career, along with her commitment to industry, community and non-profit organizations.










Integrity
Governance
Leadership
Relevant
Industry
Diversity
Financial
M&A
Technology/
Innovation
Sale &
Marketing
Commitment/
Collaboration
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), Chair (2022 to present)
Compensation and Talent Committee member (2021 to present)
Current Non-Public Directorships
Information Technology Senior Management Forum (2020 to present)
Past Non-Public Directorships
Center for Innovative Technology (2017 to 2020)
Northern Virginia Technology Council, Vice Chair (2017 to 2018), Director (2012 to 2017)
Collaborate to Educate Our Sons (2018 to 2020)
Education
B.S in Professional Accountancy, Mississippi State University
Southern Methodist University Finance Certificate
Thunderbird Executive Development Program, Arizona State University
Harvard Business School, Corporate Director Certificate
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PROPOSAL1
Michael J. Van Handel

Retired Executive Vice President and Chief Financial Officer of ManpowerGroup
​Director Since 2017
Age 64
Board Committees: Audit and Governance & Nominating (Chair)
WHY THIS DIRECTOR IS VALUABLE TO ICF
Mr. Van Handel brings to ICF’s Board extensive experience as chief financial officer at a public company. He has demonstrated deep financial, capital markets and mergers and acquisitions experience across his career. He also brings significant governance and risk management experience as a director and executive at public companies. His also commits his time in service of community and educational organizations.









Integrity
Governance
Leadership
Relevant
Industry
Financial
M&A
Technology/
Innovation
Commitment/
Collaboration
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 to 1998)
Current Public Company Directorships
ManpowerGroup Inc.
Director (2017 to present)
Governance and Sustainability Committee member (2022 to present), Chair (2024 to present)
Current Non-Public 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 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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PROPOSAL1
Dr. Michelle A. Williams

Professor, Harvard T.H. Chan School of Public Health and Visting Professor, Stanford School of Medicine
​Director Since 2012
Age 62
Board Committees: Audit
WHY THIS DIRECTOR IS VALUABLE TO ICF
Dr. Williams brings to ICF’s Board her distinguished contributions and thought leadership relevant to our core business. She previously served as the Dean of Harvard T.H. Chan School of Public Health.She has nationally-recognized expertise in epidemiology. Her demonstrated expertise in design thinking and analytics, particularly at the intersection of health, data and technology experience, and her work across government, non-governmental organizations and other companies in the field of public health enables her to provide important insights and contributions to ICF’s business. In addition, she has committed herself in service of global and national public health organizations.






Integrity
​Leadership
​Relevant
Industry
​Diversity
Technology/
Innovation
​Commitment/
Collaboration
Career Highlights
Harvard University
Joan and Julius Jacobson Professor of Epidemiology and Public Health, Harvard T.H. Chan School of Public Health and Visiting Professor, Epidemiology and Population Health, Stanford School of Medicine Professor (2023 to present)
Dean, Harvard T. H. Chan School of Public Health, and Angelopoulos Professor in Public Health and International Development at the Harvard Kennedy School (2015 to 2023)
Stephan B. Kay Family Professor of Public Health and Chair of Epidemiology Department (2011 to 2015)
Program Leader of Population Health and Health Disparities Research Programs (2015 to 2020)
Fred Hutchins Cancer Research Center, Seattle WA, Affiliate Investigator (1992 to 2010)
University of Washington School of Public Health
Professor (1992 to 2011)
Williams Consulting, LLC (2001 to present)
Current Non-Public Directorships
Mental Health Coalition Director (2023 to present)
Al4 Healthy Cities (Novartis Foundation), Co-Chair of Expert Council (2023 to present)
Mass. General Hospital, McCance Center, External Advisory Board Member (2020 to present)
Vanke School of Public Health, Tsinghua University, International Advisory Board (2020 to present)
Chulalongkorn University, School of Global Health, Advisory Board Member (2021 to present)
Fogarty International Center, National Institutes of Health, Advisory Board Member (2018 to 2023)
International Monetary Fund, Science and Technology Advisory Group (2017 to 2019)
COVID Collaboratives, Co-Founder (2020 to 2024)
#First Responders First, Co-Founder (2020 to present)
Reform for Resilience, Co-Chair (2021 to present)
McLean Hospital, Director (2019 to present)
Americares, Director (2021 to present)
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 2
PROPOSAL 2
ADVISORY SAY ON PAY VOTE REGARDING ICF’S
OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER
COMPENSATION PROGRAM
In April of 2023, the Board approved a resolution providing that the Company would hold an annual stockholder advisory vote on executive compensation, as advised by the Company’s stockholders at the 2023 annual meeting of stockholders. Pursuant to that resolution and as required pursuant to Regulation 14A of the Exchange Act, this proposal, commonly known as a “Say on Pay” proposal gives you, as a stockholder, the opportunity to endorse or not endorse the Company’s NEO compensation program through the following resolution:
“Resolved, that the stockholders approve ICF International’s overall pay-for-performance executive compensation program for its named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in the Proxy Statement.”
Approval of the Say on Pay proposal requires the affirmative vote of a majority of the votes entitled to vote thereon 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 twenty-five percent (25%) vesting on each of the first (1st) anniversary and second (2nd) anniversary, and fifty percent (50%) vesting on the third (3rd) anniversary.
Our performance-equity program (the “Performance Program”) further emphasizes ICF’s commitment to a pay-for-performance culture that links compensation to positive results.
ICF offers no material perquisites.
ICF maintains compensation recovery policies and practices that meet and exceed the requirements of Rule 5608 of the Nasdaq Rulebook by providing for potential recovery of incentive compensation in the event of financial restatements (whether or not the result of fraud) or detrimental conduct causing business or reputational harm to the Company, among other triggers.
ICF has a strong corporate governance culture.
At the Company’s 2023 annual meeting of stockholders, approximately ninety-four percent (94%) of the votes cast on the Say on Pay proposal were voted in favor of our overall pay-for-performance NEO compensation program. The Human Capital Committee and the Board believe this affirms the stockholders’ strong support of the Company’s approach to NEO compensation.
In accordance with applicable law, this vote is “advisory,” meaning it will serve as a recommendation to the Human Capital Committee and Board but will not be binding. The Human Capital Committee and the Board will seriously consider the outcome of this vote when determining future compensation arrangements for named executive officers.
It is expected that the next Say on Pay vote will occur at the 2025 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 3
PROPOSAL 3
RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Grant Thornton to serve as our independent registered public accounting firm (the “independent auditor”) for the fiscal year ending December 31, 2024, and requests that stockholders ratify this 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 previously audited our consolidated financial statements for 2023 and 2022. 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.
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 2024.
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, 2023 and 2022, and fees billed for other services provided by Grant Thornton during those periods:
Type of Fees
2023
2022
Audit fees
$   2,130,623
$   2,058,400
Audit-related fees
-
Tax fees
-
All other fees
-
Total fees
$   2,130,623
$2,058,400
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 2023 or 2022 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 2023 or 2022 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 include statutory filings and related fees for the Company’s international business. There were no such fees rendered by Grant Thornton in 2023 or 2022 that met the above category description.
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PROPOSAL 3
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 of 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: (a) the Company’s management, which has the primary responsibility for financial statements and reports, internal controls and financial reporting processes; (b) the internal audit function; and (c) 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 controls 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 pre-approval of audit and permitted non-audit services by the independent auditor;
Reviews, with management and the independent auditor, the internal audit function and the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements, in connection with the certifications made by the Company’s Chief Executive Officer and Chief Financial Officer;
Receives advice on critical accounting policies and the impact of new accounting principles and guidance; and
Reviews significant legal and other developments in the Company’s processes for monitoring compliance with law and Company policies and oversees the activities of the Company’s Chief Ethics and Compliance Officer and management’s Compliance Committee.
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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Review of Fiscal Year 2023 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”, “Management’s Report on Internal Controls” and other financial disclosures as set forth in our 2023 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, 2023, be included in our 2023 Form 10-K.
Auditor Selection
As described under the heading, “Proposal 3: 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, 2024, 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 3: 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 second 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
Board and Committee Meetings in 2023
The table below shows the number of Board and committee meetings held in 2023. Our Board has eight (8) regularly scheduled meetings per year and call special meetings as the need arises. These meetings are usually held at our corporate headquarters in Reston, Virginia.
Number of
Meetings Held
Board of Directors
8
Audit Committee
8
Human Capital Committee
7
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 2023, each director attended at least seventy-five percent (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 2023.
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. 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 in 2020. Consistent with its past practice when Mr. Kesavan served as both Chair 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.
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,
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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 our 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 a variety of risks. Some of the Company’s most significant risks, including with respect to cybersecurity, are outlined in our 2023 Form 10-K under Item 1A, “Risk Factors”, which can be found on page 20 of that document.
Our Board provides guidance to management regarding our strategy, including review of our operational results 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 managing the day-to-day 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 incorporates input from multiple levels of management and our Board. This process includes the evaluation and prioritization of the most significant risks facing the Company across major risk categories, taking into account multiple factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies. The Board reviews and approves the annual enterprise risk management plan that will be the subject of additional focus and reporting throughout the year.
Develops action plans to monitor, manage and mitigate risk. The responsibility for managing each of the highest-priority risks is assigned to one (1) or more of the Company’s senior executives.
Includes regular reporting from management to the Board on the status and completion of actions associated with the risks identified as part of the current ERM plan. In addition, management provides more detailed briefings throughout the year to the Board regarding the most significant risks identified in the approved plan.
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 Company’s cybersecurity risk management and oversight is further outlined in our 2023 Form 10-K under Item 1C, “Cybersecurity”, which can be found on page 32 of that document. 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, which is conducted as either a self-evaluation or an external evaluation conducted by an independent third party. 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 the case of the external evaluation, the responses from the Directors and other feedback are compiled by the third party conducting the evaluation and presented for discussion with the Board. The most recent external Board evaluation was conducted in 2023. 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. 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.
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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)
Dr. Srikant Datar   (I)(L)
Cheryl Grisé       (I)
Randall Mehl       (I)
Scott Salmirs     (I)
Michael Van Handel  (I)
John Wasson
Dr. Michelle Williams (I)
 – 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 2023: 8
Responsibilities:
   appoint, evaluate and oversee the Company’s independent auditor;
   review the financial reports and related financial information provided by the Company to
governmental agencies and the general public;
   monitor compliance with the Company’s Code of Ethics;
   review the Company’s system of internal and disclosure controls and the effectiveness of its control structure;
   review the Company’s accounting, internal and external auditing, and financial reporting processes;
   review other matters with respect to our accounting, auditing, and financial reporting practices and procedures as it may find appropriate or may be brought to its attention;
   approve the engagement of other firms engaging in audit services for the Company, such as in an acquisition capacity;
   approve all of the non-audit services provided by the independent auditor in accordance with the Audit Committee’s pre-approval procedures; and
   after each meeting, report to the full Board regarding its activities.
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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 the CD&A portion of this Proxy Statement for more information regarding the role of the Human Capital Committee, management, and compensation consultants in determining and/or recommending the amount and form of executive compensation.
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
Responsibilities:
Randall Mehl
Marilyn Crouther
Cheryl Grisé
Scott Salmirs
Meetings held in 2023: 7
   assist the Board in its responsibilities related to management, organization, performance, and compensation;
   consider and authorize the Company’s compensation philosophy;
   evaluate senior management’s performance and approve all material elements of executive officer compensation;
   review administration of the Company’s incentive compensation, retirement, and equity-based plans;
   review and provide feedback on the Company’s culture, including: its focus and progress on equity, diversity and inclusion and overcoming any institutional bias; and
   after each meeting, report to the full Board regarding its activities.
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.
The Governance and Nominating Committee’s responsibilities include oversight of the Company’s ESG activities and related reporting in its charter.
Governance and Nominating Committee
Responsibilities:
Michael Van Handel
Dr. Srikant Datar
Cheryl Grisé
Scott Salmirs
Meetings held in 2023: 4
   identify and recommend candidates to be nominated for election as directors at the Company’s annual meeting, consistent with criteria approved by the full Board;
   annually evaluate and report to the Board on its performance and effectiveness;
   annually review the composition of each Board committee and present recommendations for committee membership to the full Board, as needed;
   research, evaluate, and make recommendations regarding director compensation;
   consider and advise the Board on matters relating to the affairs or governance of the Board;
   consider matters relating to senior management succession;
   review and approve all potential “related person transactions” as defined under SEC rules;
   after each meeting, report to the full Board regarding its activities; and
   monitor and oversee ESG matters.
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Human Capital Committee Interlocks and Insider Participation
Mmes. Crouther and Grisé, and Messrs. Mehl and Salmirs were the members of our Human Capital Committee during the year ended December 31, 2023. 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, the Governance and Nominating Committee and the Board will consider candidates for director who are recommended by stockholders. The Governance and Nominating Committee and the Board review stockholder nominations in accordance with the requirements set out in the Company’s Amended and Restated Bylaws. 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: (a) the name and address of the stockholder; (b) 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; (c) 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; (d) any short interest in any security of the Company directly or indirectly owned by such stockholder; (e) 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; (f) 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 (g) 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 (such 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: (a) is not and will not become a party to (i) 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 (ii) 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; (b) 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 (c) 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. The Governance and Nominating Committee is responsible for identifying the primary qualifications and other key skills best suited to service on the Company’s Board of Directors, including the background and other experience most relevant to the Company’s business and business operations. The Company seeks to build and maintain a Board composed of individuals with the primary qualifications and other key skills in order to ensure that its directors are well-situated to oversee and provide direction to the Company and its business.
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Director Continuing Education
The Board believes that director continuing education is important for maintaining a current and effective Board and has 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 2023.
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
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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 2023
The following table provides the compensation earned by individuals who served as non-employee directors of the Company during 2023.
Name(1)
Fees
Earned
Paid in
Cash
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)
​Total
Compensation
($)(4)
Marilyn Crouther
127,579
149,921
​277,500
Dr. Srikant Datar
137,579
149,921
287,500
Cheryl Grisé
103,579
149,921
253,500
Michael Van Handel
117,219
149,921
267,140
Randall Mehl
105,579
149,921
255,500
Scott Salmirs
103,579
149,921
253,500
Dr. Michelle Williams
99,579
149,921
249,500
(1)
Mr. Wasson is not included in this table because during 2023, he was an employee of the Company and therefore received no compensation for his director service. The compensation received by Mr. Wasson as an employee of the Company is shown in the 2023 Summary Compensation Table.
(2)
Represents the cash retainers and annual payments earned in 2023.
(3)
Directors receive a director equity award in the form of RSUs in the annual amount of $150,000, with the award rounded down to the nearest whole share and the balance paid in cash, issued on the first (1st) business day of July following the annual meeting for continuing directors and directors appointed at the annual meeting, with such grant vesting in equal quarterly increments on September 1, December 1, March 1, and June 1. The values included represent the aggregate grant date fair value of the RSU award granted in fiscal year 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value per share of each RSU was $127.81 per share of ICF common stock, with the balance paid out in cash. All other payments, including meeting retainers, are paid in cash.
(4)
Total Compensation for each director may differ from the sum of the individual components due to changes in roles and/or committee assignments during 2023.
Director Compensation
The following discussion outlines the compensation that was earned by our non-employee directors during 2023. The compensation of our Board is evaluated from time to time by our Governance and Nominating Committee.
Directors who are employed by us do not receive additional compensation for their service on the Board. All directors are entitled to reimbursement of expenses for attending each meeting of the Board and each committee meeting.
All director compensation, other than the director equity grant, is paid in cash, on a quarterly basis in advance. Cash fees are pro-rated on the date of any directors’ departure from the Board for an upcoming quarter; provided, that a director that serves until the annual meeting of stockholders shall receive the full amount of cash fees for that quarter. Cash fees for new directors are pro-rated based upon the date of the director’s appointment to the Board.
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Cash retainer fees for 2023 were as follows:
Annual Retainer for Non-Employee Director:
$ 90,000
Additional Annual Retainer for Lead Director:
$30,000
Committee Retainers:
Chair
Member
Audit Comm.
$ 20,000
$ 12,000
Human Capital Comm.
10,000
8,000
Governance & Nominating Comm.
10,000
8,000
The Board approved an increase in the annual cash retainer for non-employee directors in 2023, from $85,000 to $90,000 following consideration of a director pay study conducted by the Company’s independent compensation consultant. The study compared the Company’s director compensation program with those of comparable companies, including our established Peer Group, and determined it was appropriate to increase the retainer.
In addition to the cash retainers, the directors are granted an annual equity award, in the form of a grant of restricted stock units, vesting quarterly over a one (1)-year period. The number of shares granted is determined by dividing $150,000 by the closing price on the Nasdaq Stock Market of the Company’s common stock on the first (1st) business day of July following the annual meeting of stockholders, with the award rounded down to the nearest whole share and the balance paid in cash.
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 $450,000). Such ownership level is to be achieved over a period of four (4) years after becoming a member of the Board. As of April 10, 2024, 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.
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
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believes are related to person transactions. There were, however, transactions with independent directors that were considered for independent purposes but did not rise to the level of a related person transaction. These included contracts with two companies in each case involving a single ICF director who also served as independent director for such company. The contracts involved
small amounts of monetary compensation. Further, each director’s sole connection was by virtue of service as an independent director with each respective company and each such director had no control or influence over decisions made with respect to such contracts. The Board affirmatively determined that each such transaction did not impair the applicable director’s independence.
Environmental, Social and Governance – Our Commitment to Corporate Responsibility
Meeting the Moment. 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 meet the moment 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 all do our best work.
Serving our clients and managing suppliers with integrity, while contributing to a low-carbon value chain.
Minimizing our impact on the planet by reducing our carbon footprint and growing our leading climate consultancy.
Giving back to our communities and society, both philanthropically and through innovative service to social agencies.
Creating long-term value for our stockholders through solid management, including managing climate risks and opportunities.
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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 CEO and President 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 greenhouse gas (“GHG”) emissions and purchase high-quality, verified offsets), among other ESG matters.
Impact for Good in 2023
Of our $1.96 billion revenue, ICF estimates that at least:
$814 million was derived from services delivering positive social impact—health, education, development and social justice programs.
$806 million was generated from services creating positive environmental impact—reducing energy consumption, managing carbon footprint and protecting natural resources.
The balance of other work was also socially responsible and—although not directly supporting social impact or sustainability efforts—consistent with ICF’s commitment to make a positive social and sustainable impact.
The ESG Council supports the integration of ESG principles into our business strategy. It oversees ESG reporting and reviews recommendations from the corporate responsibility advisory 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 of the ESG Council.

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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”)1, 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 (www.icf.com/company/about/corporate-citizenship). Our report won four (4) platinum MarCom Awards for excellence in corporate citizenship reporting. Below are some highlights of our performance.
2023 Climate Leadership Award
ICF was recognized by The Climate Registry for having comprehensive GHG inventories and aggressive emissions reduction goals, as well as for exemplifying “extraordinary leadership” in its response to climate change and engagement of supply chain peers and partners. This includes achieving a ninety percent (90%) reduction in GHG emissions against a 2013 baseline.
Investing in Our People

Provided opportunities for all employees to develop and advance.
Making a Sustainable
Commitment
Made progress on our carbon reduction goal and remained carbon neutral.
Supporting Important
Causes
Donated to causes important to our employees and communities.
86%2
100%
$828,000
of employees share they’re proud to be part of ICF

54%
female people managers

74%
New hires are women or from
underrepresented groups

1 in 4
employees participate in our affinity groups
net renewable electricity for global operations via renewable energy certificates

90%3
absolute reduction in Scope 1 and 2
GHG emissions since baseline 2013

2006
carbon neutral each year since–due to investments in high-quality, verified carbon offsets

SBTi
approved science-based greenhouse gas reduction target
corporate cash donations

$655,000
employee donations through our giving
program

1 to 1
ICF matched employee donations

6.5K+
Reported employee volunteer hours
ESG
Recognition
• Forbes 2023 America’s Best Employers for Diversity
• Forbes 2023 America’s Best Employers for Women
• 2023 Organizational Leadership Award Winner, Climate Leadership Award
• MarCom Awards 2023: 4 platinum awards for excellence in corporate citizenship reporting
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 (3) 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 one hundred percent (100%) of the electricity used by our global operations.
Buy carbon offsets. After taking the measures above, we buy high-quality, verified carbon offsets equivalent to the measured carbon emissions of our global operations: all of Scope 1 and Scope 2 emissions, plus Scope 3 emissions from business travel, employee commuting, and purchased goods and services.
1
Now incorporated into the International Financial Reporting Standards (IFRS) Foundation’s sustainability disclosure standards, known as IFRS S1 and IFRS S2.
2
Reflects 2022 data. This survey is conducted every other year.
3
Reflects 2022 data. The 2023 GHG inventory will be completed around June 2024.
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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 GHG emissions from sources owned or controlled by ICF; Scope 2 refers to GHG emissions from purchased electricity; and Scope 3 refers to GHG 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 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.
As we grow, so does our commitment to sustainability, 2013-20223 Since 2013, we have shrunk our carbon footprint in absolute terms, as well as emission intensity per employee, revenue, and leased space. This graph depicts Scope 1 and 2 emissions (after accounting for renewable energy credits “RECs”), plus calculated Scope 3 emissions (business travel and employee commuting).4


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.
3
Inclusive of most recent data. The 2023 GHG inventory will be completed around June 2024.
4
Does not include emissions from purchased goods and services, which we began estimating in 2018.
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In 2023, 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 into 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 (8) Employee Community Networks (“ECNs”) to foster support, networking, mentoring, professional development, community outreach, and business impact. One (1) in four (4) of our employees are involved in at least one (1) ECN. We also have a deliberate and results-focused DEI recruiting strategy to attract top talent from diverse recruiting sources to ICF.
Recognized Diversity Leader
As a purpose-driven company with a strong culture and underlying values, we prize diversity, opportunity, equality and respect. And because of that, ICF was recognized by Forbes Magazine in 2023 for the third (3rd) consecutive year as one of America’s Best Employers for Diversity. Forbes’ recognition highlights our commitment to inclusion.
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 quarterly impact conversations between employees and managers that are future-looking conversations focused on growth and career development opportunities. In 2023, 99% of eligible employees received a performance appraisal with feedback from their manager. 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 75,000+ training courses available and we also offer tuition reimbursement. Our annual mentoring program had its largest cohort with 650 mentoring pairs this year. In 2023, a key focus area was to continue building our pipeline of tomorrow’s leaders. We expanded our leadership development curriculum and were able to reach over 400 emerging leaders at various stages of their career.
We want to help employees thrive personally and professionally, find emotional balance, build financial security, and stay connected. Our wellbeing platform, Be Well, continues to be a popular offering with more than forty percent (40%) of eligible employees active on the platform. In 2023, we conducted ten (10) company-wide challenges and led eleven (11) global wellbeing-focused webinars. We recognize that when our employees are at their best, it impacts how they engage at work, with their family, and the larger community.
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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 (“SDGs”). 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 SDGs.
ICF Makes Progress toward

1
NO POVERTY
Building economically sustainable and healthier communities following disasters
2
ZERO HUNGER
Generating evidence and improving data management to address malnutrition, hunger, and food insecurity
3
GOOD HEALTH AND WELL- BEING
Strengthening defenses against infectious diseases through data-driven detection and technology-enabled surveillance
4
QUALITY EDUCATION
Evaluating literacy education programs to support academic readiness and achievement
5
GENDER EQUALITY
Improving the capture and analysis of gender-based data to support better health outcomes
6
CLEAN WATER AND SANITATION
Protecting, ensuring, and planning for clean, safe water into the future through better water resource management
7
AFFORDABLE AND CLEAN ENERGY
Driving adoption of energy-efficient lighting, appliances, and thermostats
8
DECENT WORK AND ECONOMIC GROWTH
Tackling unemployment through a learning program to improve public employment services delivery
9
INDUSTRY, INNOVATION, AND INFRASTRUCTURE
Integrating flood mitigation into transportation infrastructure decisions through a risk assessment tool
10
REDUCED INEQUALITIES
Transforming how child welfare agencies work to keep families strong by addressing resilience, race, equity, diversity, and inclusion
11
SUSTAINABLE CITIES AND COMMUNITIES
Developing climate action plans for regions, cities, and businesses to reach their carbon reduction goals
12
RESPONSIBLE CONSUMPTION AND PRODUCTION
Developing frameworks, technical tools, and strategies to improve energy efficiency in emerging markets
13
CLIMATE ACTION
Building a sustainable and low-carbon future through data-driven strategic climate action planning
14
LIFE BELOW WATER
Designing passage for humans above and fish below
15
LIFE ON LAND
Restoring a tidal marsh in an urban environment
16
PEACE, JUSTICE, AND STRONG INSTITUTIONS
Bolstering government efforts to end child and forced labor through research
17
PARTNERSHIPS FOR THE GOALS
Designing and implementing evaluation studies to ensure accountability, measure impact, and improve effectiveness
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EXECUTIVE OFFICERS OF THE COMPANY
EXECUTIVE OFFICERS OF THE COMPANY
The following table includes information with respect to the individuals who served as our executive officers as of April 10, 2024.
The age indicated for each individual is as of December 31, 2023.
Name
Age
Title
John Wasson
62
Chair, President and Chief Executive Officer
James Morgan
58
Executive Vice President and Chief Operating Officer
Barry Broadus
64
​Executive Vice President and Chief Financial Officer
Anne Choate
50
Executive Vice President – Energy, Environment and Infrastructure
Ranjit Chadha
53
Vice President and Corporate Controller, Principal Accounting Officer
Names in BOLD are named executive officers for the Company.
Biographical information for Mr. Wasson can be found on his director page in Proposal 1.
James Morgan served as the Company’s Executive Vice President and Chief Financial Officer (“CFO”) from the time he joined the Company in 2012 until February 2020, when he became Executive Vice President and Chief of Business Operations (“CBO”). In June 2022, Mr. Morgan became Executive Vice President and Chief Operating Officer (“COO”). From 2011 until his employment by the Company, Mr. Morgan served as a member of the Board of Directors and as the Executive Vice President and Chief Financial Officer of Serco, Inc., a division of Serco Group PLC. From 1993 until 2011, Mr. Morgan held a number of positions at Science Applications International Corporation (“SAIC”); in particular, Senior Vice President and Senior Financial Officer, Strategic and Operational Finance from 2005 until 2011 and Senior Vice President, Business Transformation Officer from 2008 until 2011. Previously, Mr. Morgan was an Experienced Senior Consultant in the Special Services and Contracting Group at Arthur Andersen & Company. Mr. Morgan received his Bachelor of Science in Accounting from North Carolina State University and his Master of Business Administration from George Washington University. Mr. Morgan has been a Certified Public Accountant; his license is currently inactive.
Barry Broadus assumed the position of the Company’s CFO on February 28, 2022, after serving as Senior Vice President, Finance & Special Projects since joining ICF in 2022. He was promoted to Executive Vice President in 2024. Mr. Broadus has more than 35 years of financial, executive, and management experience, including over 30 years in the U.S. Federal government services sector. Before joining ICF, Mr. Broadus served as the Chief Financial Officer of Dovel Technologies from 2019 to 2021. Previously, Mr. Broadus served as Chief Financial Officer of SRI International from 2018 to 2019, Constellis from 2016 to 2017, and Alion Science and Technology from 2012 to 2016. He has held senior financial positions with SAIC from 2004 to 2008 and EDS from 1986 to 1999. Prior to joining EDS, Mr. Broadus served as a U.S. Arm Field Artillery Officer, from 1982 to 1985. Currently, Mr. Broadus also serves on the American Systems Board of Directors which he joined in 2017. Mr. Broadus
was appointed as the Chairman of the Audit and Finance Committee of such Board and is also a member of its Human Resources Committee. Mr. Broadus holds a Bachelor of Science degree in Commerce and Business Administration from the University of Alabama and is a licensed Certified Public Accountant in the Commonwealth of Virginia; his license is currently inactive.
Anne Choate serves as Executive Vice President of the Energy, Environment and Infrastructure Operating Group, a role she assumed in March 2022. In that position, she oversees a team that advises commercial federal, state and local clients on energy markets, climate change, clean energy, environmental planning, conservation, transportation planning and disaster management. Prior to her promotion in March 2022, Ms. Choate served in the following positions at ICF: Senior Vice President and Group Leader of Energy, Environment and Infrastructure from January 2020 to March 2022. From January 2016 to December 2019, Ms. Choate was Senior Vice President and Division Leader, overseeing ICF’s work on social programs, international development and federally focused work on energy, climate and transportation. From mid-2004 to December 2015, Ms. Choate led smaller teams and lines of business, focusing on decarbonization, resilience, transportation and energy issues. Ms. Choate joined ICF in 1995, after working as an intern with the Environmental Protection Agency’s Office of Air Quality Planning and Standards. Over her career, Ms. Choate has supported decarbonization planning and carbon target-setting activities for federal, state and commercial clients, as well as leading resiliency efforts for multiple cities and investor-owned utilities. She served as a member of the Standing Committee on Extreme Weather and Climate Change Adaptation under the national Academies of Science/Transportation Research Board, and was an author of the National Climate Assessment, released in 2018. She serves on the Board of The Nature Conservancy – Pennsylvania/Delaware Chapter and was recently named a Clean Energy Empowerment
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and Education (C3E) Ambassador. Ms. Choate holds a Master of Science in Environmental Science from Johns Hopkins University and a Bachelor of Arts in Environmental Science and Policy from Duke University.
Ranjit S. Chadha assumed the position of Vice President, Corporate Controller and Principal Accounting Officer for the Company on April 1, 2023, after joining the Company in October 2022, as Interim Controller. Prior to joining the Company, Mr. Chadha served as Chief Accounting Officer at Dentsply Sirona Inc., a publicly-traded global dental equipment and supplies manufacturing company from August 2020 until September 2022.
Prior to joining Dentsply Sirona Inc., Mr. Chadha served as Senior Vice President, Corporate Financial Planning & Analysis and as Corporate Controller at Leidos, a publicly-traded Fortune 500 aerospace and defense company from April 2016 until April 2020. Prior to Leidos, Mr. Chadha held several positions at Computer Sciences Corporates (aka DXC Technology) from 2009 until 2015. Mr. Chadha began his career with PricewaterhouseCoopers. Mr. Chadha holds a Bachelor of Science in Mathematics, Physics and Chemistry from St. Stephens College in Delhi, India. He is also a Certified Public Accountant and a Chartered Accountant from the Institute of Chartered Accountants of India.
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SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding beneficial ownership of our common stock as of April 10, 2024, by:
each person, or group of affiliated persons, known to us to beneficially own more than five percent (5%) of the outstanding shares of our common stock;
each of our directors and nominees for director;
each person who was a NEO; and
all of our directors and executive officers as a group.
The percentages shown in the following table are based on 18,736,579 shares of common stock outstanding as of April 10, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. The number of shares beneficially owned by a person includes shares subject to options, RSUs and PSAs held by that person that were exercisable as of April 10, 2024, or within sixty (60) days of that date. The shares issuable under those options, RSUs and PSAs are treated as if they were outstanding for computing the percentage ownership of the person holding those options, RSUs or PSAs, but are not treated as if they were outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.
The following table sets forth the number of shares of our common stock beneficially owned by the indicated parties. Unless otherwise indicated, the address of each person is: c/o ICF International, Inc., 1902 Reston Metro Plaza, Reston, Virginia 20190.
Shares beneficially owned
Name and Address of Beneficial Owner
Directors, Nominee & Executive Officers
Number
Percentage
John Wasson(1)
90,141
*
James Morgan
42,663
*
Barry Broadus
2,302
*
Anne Choate
6,266
*
Mark Lee
7,224
*
Marilyn Crouther
5,759
*
Dr. Srikant Datar(2)