Sector: Industrials
ICF INTERNATIONAL INC · Meeting: June 2, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Three Directors to Serve for a Term Expiring at the 2029 Annual Meeting
Against Analysis
Ms. Crouther has served since 2020, meaning her tenure fully covers the three-year period in which ICF's stock fell roughly 38.5% while the company's own disclosed peer group of 13 comparable firms declined only about 6.8% on average — a gap of 31.7 percentage points, well above the 20-point threshold our policy requires to vote against qualifying directors; the five-year record is similarly poor (ICF trails peers by 43.7 percentage points), so no longer-term track record offsets the concern.
Mr. Van Handel has served since 2017, meaning his tenure encompasses the full three-year underperformance period in which ICF's stock dropped about 38.5% against a peer-group average decline of roughly 6.8% — a shortfall of 31.7 percentage points that triggers our policy threshold; the five-year picture is equally concerning (43.7 percentage points behind peers), so there is no longer-term record of adequate performance to soften the concern.
For Analysis
Dr. Williams joined the board in 2021, which is less than three full years before the end of the measurement period, and the policy exempts directors whose tenure covers less than half of the underperformance period from an automatic Against vote; she brings relevant public-health and epidemiology expertise directly aligned with a core part of ICF's business, and no other policy concerns — overboarding, attendance, independence, or familial relationships — apply to her.
Two of the three nominees — Ms. Crouther (director since 2020) and Mr. Van Handel (director since 2017) — receive an AGAINST vote because ICF's stock has significantly underperformed its own disclosed peer group over both three and five years, and their tenures fully overlap that period; Dr. Williams receives a FOR vote because her 2021 start date limits her tenure overlap and she brings clear relevant expertise to the board.
CEO
John Wasson
Total Comp
$6,857,678
Prior Support
98%%
CEO John Wasson's total reported compensation of approximately $6.86 million is reasonable for a CEO at a roughly $1.2 billion market-cap professional-services firm, and the program is heavily variable — the proxy discloses that 85.3% of the CEO's total pay opportunity is at-risk based on performance and stock price, well above the 50-60% threshold our policy favors. The committee also took meaningful restraint steps in 2025: it froze base salaries for all executives, temporarily cut them by 20% during the federal government shutdown, and voluntarily reduced earned bonuses by an additional 5% — demonstrating that the pay program does respond to adverse business conditions rather than shielding executives from shareholder pain. While ICF's stock has significantly underperformed its peers over three years, much of that underperformance reflects an unprecedented collapse in federal government contracting activity driven by external policy changes, and the committee's visible downward adjustments show meaningful pay-for-performance alignment rather than a disconnected incentive structure.
Auditor
Grant Thornton LLP
Tenure
20 yrs
Audit Fees
$2,392,731
Non-Audit Fees
$0
Grant Thornton charged only audit fees in 2025 with zero non-audit, audit-related, or tax fees, so the non-audit fee ratio is 0% — well within the 50% threshold; the firm has served since ICF went public in 2006 (approximately 20 years), which is below the 25-year tenure trigger; Grant Thornton is a large national firm appropriate for a $1.2 billion company, and no material restatements are disclosed.
The 2026 ICF International annual meeting presents four proposals; the most significant governance concern is sustained stock underperformance — ICF's shares have fallen roughly 38.5% over three years while the company's own peer group declined only about 6.8%, triggering AGAINST votes for the two directors whose tenures fully cover that period, though the pay program itself earns a FOR because the compensation committee took visible restraint steps in a year of extraordinary external disruption. The auditor ratification is straightforward with a clean fee profile and no independence concerns.
13 companies disclosed in 2026 proxy filing
