ICF International (ICFI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, to be held virtually, with voting on four key proposals.

• 2025 saw significant disruption in federal government contracting, including a historic government shutdown and major procurement changes, resulting in a $279.5M revenue decline from federal clients, but offset by growth in commercial, international, and state/local sectors.

• Despite challenges, the company maintained margins, exceeded initial guidance, and ended 2025 with a strong backlog and book-to-bill ratio of 1.19.

• As of December 31, 2025, annual consolidated revenue was $1.9B, with $2.1B in assets and $1.0B in equity.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors for terms expiring in 2029.

• Proposal 2: Advisory vote on executive pay-for-performance compensation program.

• Proposal 3: Approve the 2026 Omnibus Incentive Plan, authorizing 1,321,000 shares for equity awards, with updated governance features and no evergreen provision.

• Proposal 4: Ratify Grant Thornton LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of skills in finance, technology, public health, energy, and governance.

• All directors except the Chair/CEO are independent; strong Lead Independent Director role.

• Three standing committees: Audit, Human Capital, and Governance/Nominating, all composed entirely of independent directors.

• Annual board and committee evaluations, director education, and stock ownership guidelines in place.

• No stockholder rights plan or poison pill; majority voting standard for uncontested elections.