ICF International, Inc. ICFI

32% shingled-prose overlap between the two filings.

2025: 106,552 chars · 2026: 199,999 chars

• Pay Ratio (Item 402(u)):69% overlap (5,217 → 5,822 chars)

• changedNEOs • John Wasson, Chair Chair,Presidentand CEO1 CEO• James Morgan, Chief Operating ExecutiveVicePresidentand Financial Officer2 COO• Barry Broadus, Former Executive Vice President and Chief Financial Officer CFO• Anne Choate, President3 ExecutiveVicePresident• Sergio Ostria, Executive Vice President
• new1During the 2025 fiscal year, Mr. Wasson served in the role of Chair, President and CEO.
• new2During the 2025 fiscal year, Mr. Morgan served in the role of Executive Vice President and Chief Operating Officer.
• new3During the 2025 fiscal year, Ms. Choate served in the role of Executive Vice President of the Energy, Environment and Infrastructure Business Group.
• changedIn this section, we describe the material components of the Company’s executive compensation program for our NEOs, whose compensation is set forth in the 2025 2024Summary Compensation Table and other compensation tables contained in this Proxy Statement.
• newMr. Broadus served as the Company’s Executive Vice President and Chief Financial Officer until his retirement on March 1, 2026.
• newHis compensation is reported herein for periods during which he served as an executive officer of the Company.
• changedIn addition, we explain how and why the Human Capital Committee (for purposes of this CD&A, the “Committee”) arrived at the specific compensation decisions regarding our NEOs for fiscal year 2025. 2024.
• changedAnchorFiscal Year 2025 2024– Financial Highlights
• newBeginning in 2025, the professional services market in which the Company serves the federal government underwent dramatic change resulting from the implementation of numerous executive orders and significant and fundamental changes to federal procurement policies and practices.
• newMore significantly, across the federal government contracting environment, there was a major reduction in the federal government workforce of approximately 20%, according to some publications.
• newThere were widespread contract and grant terminations reported to range from $1-2 trillion, further procurement consolidation advanced by the General Services Administration, and a major overhaul to the Federal Acquisition Regulations was initiated.
• newThe U.S. Congress was unable to agree on appropriations for Government Fiscal Year
• new2026 and a federal government shutdown began on October 1, 2025, which lasted until November 12, 2025 and resulted in the longest shutdown of the federal government in U.S. history.
• newThe impacts of these unprecedented changes were widespread and substantially affected many federal government contractors.
• newThe Company itself saw a reduction of $279.5 million in revenue in 2025 from its U.S. federal government clients, primarily as a result of terminated contracts due to the Administration’s changing priorities and substantial disruption in the typical U.S. federal government procurement cycle.
• newNotwithstanding the dramatic change in its federal government business, the Company sharpened its focus in its federal government market and emphasized other growing and diversified portions of its client portfolio, which include commercial, international government and U.S. state and local government clients.
• newThe Company was therefore able to offset the impacts to its federal business with increases of $117.2 million, $8.5 million, and $6.9 million from its commercial, international government, and U.S. state and local government clients, respectively.
• newDespite the major challenges presented at the outset of the year, the Company and its management exceeded its initial guidance framework and it did so despite a six-week U.S. government shutdown that occurred late in fiscal year 2025.
• newThe Company also maintained margins that were similar to 2024, despite the revenue decline.
• newFurthermore, the Company ended 2025 with a firm backlog, a healthy book-to-bill ratio of 1.19 and a business development pipeline of $8.6 billion, reflecting effective execution on existing contracts and agility in capturing new business opportunities with capabilities that support laying the foundation for a return to growth in 2026.
• newDespite the challenges faced in 2025, this performance underscores the Company’s competitive strengths, namely its diversified business model, deep domain expertise, and cross-cutting technology offerings, most of which are provided under outcome-based or fixed price contracts.
• changedThe Committee took the following actions during fiscal year 2025 2024to maintain governance best practices and the pay-for-performance nature of our executive compensation program:
• new•In light of the anticipated impact of changes in federal government spending priorities on the Company’s near-term revenue outlook, the Committee determined not to increase base salaries for any of the NEOs for 2025.
• newDuring the federal government shutdown in the fourth quarter of 2025, the Board also approved a temporary 20% reduction to each NEO’s base salary for the duration of the shutdown.
• new•Following its review of the Company’s 2025 financial results, the Committee exercised discretion to reduce each NEO’s earned short-term incentive payout by 5%, reflecting the Committee’s assessment that a downward adjustment was appropriate to align incentive outcomes with overall Company performance.
• changed2026 2025Proxy Statement 47
• changedAs of April 8, 2026, 10,2025,each NEO met the stock ownership guidelines or is expected to meet the applicable stock ownership guidelines within the specified time period.
• newAnnual threshold, target and
• changedAnnualthreshold,targetandmaximum performance goals were established with appropriate incentive payouts at each level.
• changedThe Say on Pay vote at the Annual Meeting (Proposal 2) 3)will be the sixteenth fifteenthconsecutive annual Say on Pay vote by stockholders.
• changed✔ Our pay-for-performance named executive compensation program is presented for a non-binding advisory vote during the annual meeting of stockholders.
• changed✔ Target compensation is analyzed and compared against peer data and regressed market-based benchmarks.
• changed✔ Our selection of peer companies is balanced so the Company’s revenue is close to the median of the peer group.
• changed✔ The independent Committee has engaged an independent compensation consultant.
• changed✔ We require one (1)-year minimum vesting for our equity awards, except for grants totaling no more than a maximum of five percent (5%) of the shares available for grant.
• changed✔ Our annual equity award grants provide for vesting over three (3) years for RSUs and PSAs.
• changed✔ All NEOs and other designated executive officers are subject to stock ownership requirements which further align their interests with stockholders.
• changed✔ We maintain compensation recovery policies and practices, sometimes referred to as clawback provisions, 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 our equity compensation plan and related award agreements.
• changed✔ The severance agreements with our NEOs have a “double trigger” in connection with any severance benefits payable following a change of control.
• changed✔ We provide no material perquisites.
• changed✔ We review tally sheets for each executive annually to ensure there is sufficient retention capability built into the pay package, and that the NEOs have similar interests as stockholders.
• newThe 2026 Incentive Plan, if approved by stockholders, maintains each of these restrictions.
• changed48 2026 2025Proxy Statement
• changedThe policy was amended in September 2021 to remove stockoptionswhicharebothvested and “in the money” stock options from the ownership calculation.
• changedAs of April 8, 2026, 10,2025,each of our NEOs either met these stock ownership guidelines or is expected to meet the applicable ownership guidelines within their specified time period.
• changed2026 2025Proxy Statement 49
• changedConsistent with prior years, the principal components of our NEOs’ 2025 2024compensation included: (a) base salary, (b) short-term incentive or bonus (our Annual Incentive Plan, as defined below) and (c) long-term incentive equity awards.
• changedCompensation Element Purpose Design Fixed Component Base Salary Provide a payopportunity payopportunitythat isgenerally competitivewith other companieswith which we competefor talent Based on performance, length of time in position, and pay relative to market Short-Term IncentivePerformance-Based Component Annual Incentive Performance-BasedComponentAnnualIncentivePlan Optimize the profitability and growth of the Company through incentives consistent with the Company’s goalsLink and align the personal interests of participants with an incentive for excellence in individual performancePromote collaboration and teamwork Financial performance targets are established at the beginning of each fiscal yearActual awards will be based on the performance of the Company and the executive against the fiscal year’s goals80% of award based on financial targets and 20% based on individual performance Long-Term IncentivePerformance-Based IncentivePerformance-BasedComponent Long-Term Incentive Equity IncentiveEquityAwards Enhance the link between the creation of stockholder value and long-term executive incentive compensation Encourage compensationEncourageparticipants to focus on long-term Company performance Provide performanceProvidean opportunity for increased equity ownership by executives and provide a retention tool for key talent Grants are performance-based and time-based as follows:50% performance based = PSAs with 3-year cliff vesting based on performance metrics • 2-year adjusted EPS goal • 3-year rTSR goal as a modifier 50% modifier50%time based = RSUs with back- loaded back-loaded3-year vesting at 25%, 25%, 50% per year
• changedActual pay versus target for the amount of the short-term incentive and the long-term incentive grants, and the resulting mix of pay components versus target mix, will vary due to the performance of the Company and the NEOs.
• changed50 2026 2025Proxy Statement
• changedFor purposes of compensation awards: The Committee reviewed various performance summaries and reports and made recommendations to the Board regarding compensation for the Chair Chair,Presidentand CEO (for purposes of this CD&A, the “CEO”).
• newThe Committee has a pre-determined decision matrix to use in making decisions related to merger and acquisition transactions.
• changed•Sectors: In addition to focusing on Professional Services (our designated Global Industry Classification Standard), other relevant sectors, including Energy, IT Services, Health Care Technology and Commercial Services were also reviewed.
• changedWe believe the companies selected for our 2025 2024peer group, as listed below (the “2025 “2024Peer Group”), continue to reflect our current mix of services.
• changed2026 2025Proxy Statement 51
• changedThe following companies were identified in Fall 2024 2023to assist with fiscal year 2025 2024pay decisions as our 2025 2024Peer Group.
• changedNumber Company Name 2025 Revenue(millions) 2024Revenue(millions)1 Booz Allen Hamilton Holding Corporation $11,980 $10,6622 CACI International Inc. 8,628 7,6603 Science Applications International Corporation 7,262 7,4794 Tetra Tech, Maximus,Inc. 5,443 5,3065 Maximus, TetraTech,Inc. 5,431 5,1996 FTI Consulting Inc. 3,789 7 CBIZ, 3,699ICFInternational,Inc. 2,758 8 2,0207Unisys Corporation 1,950 ICF International, 2,0088CBIZ,Inc. 1,873 1,8139 Huron Consulting Group Inc. 1,699 1,48610 VSE Corporation 1,112 1,08011 CRA International Inc. 752 68712 Resources Connection, Inc. 551 63313 Exponent Inc. 582 ​559
• changedAnchorAnnual Compensation Practice Review In anticipation of the upcoming executive compensation review cycle, the Committee continued its engagement of Aon Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its independent compensation consultant to assist the Committee in reviewing the Company’s compensation policies and practices for 2025. 2024.
• changedIn early 2025, 2024,the Committee made compensation determinations for all NEOs with respect to 2025 2024compensation.
• newIn the case of executives other than the CEO, the CEO reviewed the performance of the executive team, provided a summary of the fiscal year
• changedInthecaseofexecutivesotherthantheCEO,theCEOreviewedtheperformanceoftheexecutiveteam,providedasummaryofthefiscalyearaccomplishments by the executive team and Company as a whole to the Committee, and made recommendations to the Committee based on these reviews and an analysis of competitive market data.
• changedIn retaining Aon in 2025, 2024,the Committee determined, and periodically re-assesses such determination, that Aon’s engagement does not present any conflicts of interest.
• changed52 2026 2025Proxy Statement
• changedIn 2025, 2024,Aon continued to serve in an advisory capacity to review and discuss with the Committee and/or the Committee Chair the competitive assessment performed by the Company’s management, offer suggestions, and provide insight into market compensation trends.
• changedAnchor2025 Anchor2024Say on Pay Vote At the Company’s 2025 2024annual meeting of stockholders, approximately ninety-eight percent (98%) of the votes cast on the Say on Pay proposal were voted in favor of our overall pay-for-performance NEO compensation program.
• changedThe Human Capital Committee and the Board believe this affirms the stockholders’ strong support of the Company’s approach to NEO compensation, and no structural changes were made to the program for 2025. 2024.
• changedAnchorExecutive Compensation Components For the fiscal year ended December 31, 2025, 2024,the principal components of compensation for our NEOs included: (a) base salary; (b) short-term incentive (our Annual Incentive Plan); and (c) long-term incentive equity awards.
• changedFor the NEOs, the Committee has discretion with respect to the size, types, amounts, and principal components of compensation, and, in the case of cash bonuses and equity awards, whether to makeanyavailable.
• newmake any available.
• changedAnnual base salaries for 2024 2023and 2025 2024are shown below.
• newFor 2025, the Committee determined not to increase base salaries for any of the NEOs, reflecting the Committee’s assessment of the anticipated impact of changes in federal government spending priorities on the Company’s near-term revenue outlook.
• newDuring the federal government shutdown in the fourth quarter of 2025, Mr. Wasson recommended, and the Board approved, a temporary twenty percent (20%) reduction of the annual base salaries for each NEO for the duration of the shutdown.
• newMr. Wasson and Mr. Broadus also elected to take unpaid leave during this period.
• newThese reductions are reflected in the Salary column of the Summary Compensation Table.
• changedAnchorANNUAL ANNUALBASE SALARY Executive 2024BaseSalary 2025BaseSalary 2025 2023BaseSalary2024BaseSalary2024% Increase John Wasson $1,039,064 $1,008,800$1,039,064 0.0% 3.0%James Morgan $659,906 $640,685$659,906 0.0% 3.0%Barry Broadus $514,800 $468,000$514,800 0.0% 10.0%Anne Choate $535,000 $500,000$535,000 0.0% 7.0%Sergio Ostria $488,255 Ostria*$474,034$488,255 0.0% 3.0%
• changedAnnual Incentive Plan for 2025. 2024.
• changedBased on the alignment with our peer group, market survey data, and individual performance, the Committee concluded that target cash incentive awards as a percentage of base salary for the Company’s 2025 2024short-term incentive or management bonus program (the “Annual Incentive Plan”) would increase for Ms. Choate, as shown below.
• changedThe Annual Incentive Plan targets for all other NEOs were unchanged for 2025. 2024.
• changedANNUAL INCENTIVE PLAN TARGETS(as TARGETS(asa percentage of Base Salary) Executive 2024 2023Target 2025 2024Target John Wasson 125% 125% James Morgan 80% 80% Barry Broadus 70% 70% Anne Choate 50%60% 70% Sergio Ostria 50% 50%

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