ICFI ICF International Inc

PROPOSAL 2

APPROVAL OF THE AMENDED AND RESTATED ICF INTERNATIONAL, INC.

2018 OMNIBUS INCENTIVE PLAN

The Board is requesting stockholder approval of the Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan (the “Plan”), an amendment and restatement of the 2018 Incentive Plan. The Board adopted the 2018 Incentive Plan on April 4, 2018, and the 2018 Incentive Plan was first approved by our stockholders at the 2018 annual meeting of stockholders. The Board amended and restated the 2018 Incentive Plan (as set forth in the Plan), on April 5, 2023, upon the recommendation of the Board’s Human Capital Committee (for purposes of this proposal, the “Committee”) and subject to stockholder approval at the Annual Meeting.

Stockholders are being asked to approve the Plan in order to:

The full text of the Plan is reproduced as Exhibit A attached to this Proxy Statement.

Reasons for Amending and Restating the Plan

The Board believes that the opportunity to own Company common stock through the granting and vesting of restricted stock units, performance share awards and other stock awards under the Plan is critical to attracting, retaining and motivating the best executive, employee and non-employee director talent in a highly competitive talent environment, and to advancing the interests of the Company and its stockholders by providing equity-based incentives for effective service and high levels of performance by Plan participants (“Participants”). In the Board’s view, it is also appropriate to review and update its equity plan periodically to reflect changes in the law, to adopt emerging best practices and to streamline certain provisions of the equity plan based on the Company’s experience operating it.

At the Company’s 2018 and 2020 annual meeting of stockholders, our stockholders approved the issuance of an aggregate of 1,600,000 shares of the Company’s common stock in connection with equity grants under the 2018 Incentive Plan. If the amendment and restatement of the 2018 Incentive Plan contemplated by this Proposal is approved by our stockholders, the total number of shares available for issuance in connection with equity grants under the Plan will increase by 450,000 shares to a total of 2,050,000 shares. The Board anticipates that the 450,000 of additional shares being requested for inclusion in the Plan will be sufficient to provide projected equity incentives under the Plan for an additional two to three years, based on the Company’s current equity compensation practices as overseen by the Committee.

Additionally, on October 26, 2022, the SEC adopted Rule 10D-1 of the Exchange Act to implement the requirements of the Dodd-Frank Act. Rule 10D-1 directs the national securities exchanges and associations (including our own securities exchange, NASDAQ) to establish listing standards requiring each listed issuer to implement policies providing for, in the event of certain accounting restatements, the recovery of incentive-based compensation received by current or former executive officers to the extent such compensation was based on erroneously reported financial information. While Section 21.1 of the 2018 Incentive Plan includes compensation recoupment provisions which may be triggered by certain financial restatements or by certain actions taken by Participants that are detrimental to the Company’s business or reputation, these provisions apply to all Participants broadly and are not tailored to the requirements set forth in Rule 10D-1 or the proposed listing standards of NASDAQ. Accordingly, if Proposal 2 is approved by our stockholders, the Plan will incorporate a new Section 21.1(c) to ensure that awards granted under the Plan will also be subject to the requirements of any policy adopted by the Company to comply with Rule 10D-1 and the related NASDAQ listing standards to the extent that a Participant may be subject to compensation recovery under such a Company policy.

Lastly, the amendment and restatement renames the Plan as the “Amended and Restated ICF International, Inc. 2018 Omnibus Incentive Plan,” and incorporates other non-substantive and immaterial changes to clarify various Plan provisions.

Because only 670,133 shares remain available for issuance in connection with future grants under the 2018 Incentive Plan as of March 31, 2023, the Company may not have sufficient authorized shares to permit grants to executives, employees and directors in future years in accordance with current practices. As a result, if stockholders do not approve the Plan, we may be required to increase the cash components of our compensation program, which could increase our expenses and hinder our ability to attract, motivate, and retain high-

ohperforming executives, employees, and non-employee directors and to align their interests with those of our shareholders. Additionally, the failure to approve this Proposal 2 may limit the Company’s ability to enforce any required recovery of incentive compensation under a policy adopted pursuant to Rule 10D-1 of the Exchange Act and the related NASDAQ listing standard. It is, therefore, the view of the Board that approval of the Plan, and each of the amendments to the 2018 Incentive Plan contained therein, is in the best interests of the Company and our stockholders.

Historical Burn Rate

The term “burn rate” describes how quickly a company is using the supply of shares authorized for issuance under its stock plan in connection with equity grants. Although long-term equity incentive grants are a key element of our executive compensation program, we are also mindful of our burn rate when granting equity awards and evaluating how many shares to request from stockholders for use with future grants, given the potential impact of those awards on our stockholders.

From 2020 to 2022, our three-year average burn rate was 1.21%.

Share Repurchase Program

In September 2017, our board approved a share repurchase program, which, as amended in November 2021, allows for an aggregate of $200.0 million of share repurchases from time to time at prevailing market prices. A principal purpose of the share buyback program is to mitigate the potential dilutive impact of employee stock-based compensation and to return wealth to stockholders. The share buybacks do not include shares repurchased from employees to satisfy their tax obligations from awards vesting.

Below is a review of our repurchase activity under the repurchase program for the last five (5) years. The chart does not report shares withheld from employees to satisfy their tax obligations upon the vesting of equity grants.

Dilution

The additional 450,000 shares that would be added to the Plan if it is approved by the stockholders represents approximately 2.4% of the Company’s approximately 18.8 million diluted shares outstanding as of March 31, 2023.

The Board believes that this is a reasonable and acceptable level of potential dilution given the strong incentive that equity grants can provide for employees to increase the value of the Company to the benefit of all stockholders.

Furthermore, we seek to mitigate the dilution from the stock issued under our equity plans with the share repurchase program we commenced in 2011 and have regularly renewed since then. From 2011 to March 31, 2023, we have repurchased 4,231,250 shares of common stock for an aggregate cost of approximately $211,416,091, pursuant to the program. The average fair value of the common stock purchased was $49.97 per share. Stock repurchases between 2011 to March 31, 2023, have exceeded the total stock issued under our equity plans by 779,489 shares. The timing of the share repurchases under the program is at the discretion of the Company and depends on a variety of factors, including market conditions and bank approvals and repurchases may be suspended or discontinued at any time.

The following table details the dilutive impact of the Plan if all shares under the Plan were issued by the Company:

⁽¹⁾ Subject to approval.

⁽²⁾ Denominator is equal to the Company’s shares of common stock outstanding on March 31, 2023, plus the new additional shares, available shares and outstanding shares.

Interests of Certain Persons

If this Proposal is adopted, each of our named executive officers and directors and certain other of our employees, will be eligible to receive a portion of their respective compensation for services in the form of restricted stock units (“RSUs”), performance share awards (“PSAs”), and other equity or equity-linked awards. The Board was aware of these interests and took them into account in recommending that the stockholders vote in favor of the proposal to approve the Plan.

Approval of the Plan requires the affirmative vote of a majority of the shares of the Company’s outstanding common stock present, electronically via live webcast or by proxy, and entitled to vote at the Annual Meeting. If approved by the stockholders, the Plan will become effective as of June 1, 2023.

Summary of the Plan

Administration. The Plan is administered by the Committee. For more information concerning the Committee and its current members, please see page XX of this Proxy Statement. The Committee has the authority to interpret the Plan, and to make any other determinations it believes necessary or advisable for the administration of the Plan. Subject to the terms of the Plan, the Committee may determine, among other items: the selection of those who may be granted awards under the Plan from among those eligible for participation; the level of participation of each Participant; when and how each award under the Plan shall be granted; and what type or combination of types of awards shall be granted. The Committee may delegate its authority under the 2018 Incentive Plan, as it determines appropriate, provided that delegation to officers or employees of the Company are subject to certain prudent limits set forth in the Plan and continued Committee oversight.

Plan Duration. The Plan will remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time, until all shares subject to it shall have been purchased or acquired according to the Plan’s provisions. In no event, however, may an award be granted under the Plan on or after ten (10) years from the date of the stockholder approval of the 2018 Incentive Plan.

Eligibility. All officers and all employees of the Company (including employees who are members of the Board and employees who are members of senior management of entities acquired by the Company) and its affiliates, as well as the Company’s non-employee directors, are eligible to participate in the Plan. From time to time, the Committee will determine who will be granted awards and the number of shares granted, and all such awards are at the sole discretion of the Committee. The Committee considers factors such as performance (currently and over time), long-term potential, contributions to the Company’s success, effort level, and desire to retain the employee, as well as other relevant factors determined on a case-by-case basis in determining who will receive grants from time to time under the Plan.

As of December 31, 2022, the Company had 1,592 officers and employees who are eligible to participate in the Plan.

Shares and Amounts Available for Awards. The aggregate number of shares of common stock that may be issued under all stock-based awards made under the Plan will be 2,050,000. Upon approval of the Plan, at this Annual Meeting, there will be a total of 1,120,133 shares remaining available for future awards (comprised of 670,133 shares remaining available under the 2018 Incentive Plan as of March 31, 2023, and an additional 450,000 shares that will become available upon approval of the Plan by our stockholders). Shares that are related to awards under the Plan that are forfeited, cancelled or expire unexercised, or related to awards that are settled in cash shall be added back and shall be available again for issuance under the Plan.

Non-Employee Director Awards. Equity awards to non-employee directors may not exceed $400,000 in any year.

Stock Awards. The Plan provides for grants of restricted stock, RSUs, PSAs, performance units, and other stock-based awards. Performance goals may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary, affiliate or unit of the Company, or any combination thereof) under one (1) or more of the performance measures set forth in the Plan. Performance goals may be defined in absolute terms or measured relative to the performance of companies or against a

predefined index that the Committee deems appropriate, or, if utilizing the performance measure of share price, a comparison to various stock market indices. Performance goals may be adjusted for material business events. The performance goals will be set by the Committee and may include:

Stock Options. Stock options granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options qualifying under Section 422 of the Internal Revenue Code (“NQSOs”). Under the Internal Revenue Code (the “Code”), the aggregate fair market value (determined at the grant date) of the stock with respect to which ISOs are first exercisable by any individual during any calendar year shall not exceed $100,000. Stock options in excess of this limit are treated as NQSOs. The stock option price may not be less than the fair market value of the stock on the date the stock option is granted. The stock option price is payable in cash or, if the grant provides, in common stock or other equity instruments. The Committee determines the expiration date of stock options at grant, provided that no stock option may be exercisable later than the tenth anniversary of the grant date.

Stock Appreciation Rights (“SARs”). SARs may, but need not, be granted in conjunction with options or other equity awards. The Committee determines the terms of each SAR at the time of the grant. Any freestanding SAR (that is, a SAR not granted in conjunction with another equity award) may not be granted at less than the fair market value of the stock on the date the SAR is granted and cannot have a term longer than ten (10) years. Distributions to the recipient may be made in common stock, in cash, or in a combination of both as determined by the Committee at the time of grant.

Cash-Based and Other Stock-Based Awards. Cash-based and other stock-based awards granted under the Plan entitle each participant to receive a specified payment amount or payment range, in the form of cash or shares of common stock or other equity awards, as determined at the time of the award, upon the attainment of specified performance goals during a performance period, which may be one (1) or more years, as determined by the Committee at the time of the award.

Amendment and Revocation. The Board may terminate the Plan or an outstanding award agreement at any time, and the Committee may amend the Plan or an outstanding award agreement at any time. However, an amendment will be contingent upon stockholder approval to the extent required by law or the rules of any stock exchange on which the Company’s stock is traded. The Plan prohibits the terms of outstanding awards from being amended to reduce the exercise price of outstanding options or SARs and prohibits, without stockholder approval, the cancellation of outstanding options or SARs in exchange for cash, other awards, or new options or SARs with an exercise price that is less than the exercise price of the original options or SARs.

Certain Adjustments. In the event of a corporate event or transaction, the Committee, in its sole discretion and in order to prevent unintended dilution or enlargement of a participant’s rights under the Plan, shall substitute or adjust, subject to the Committee’s sole discretion in determining the methodology and manner of such substitution or adjustment, among other things:

A corporate event or transaction (including, but not limited to, a change in the shares or capitalization of the Company) encompasses a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in-kind, or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction.

Transferability. Unless otherwise determined by the Committee, awards granted under the Plan may not be transferred except by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a domestic relations order entered into by a court of competent jurisdiction. During an employee’s lifetime, any options or awards may be exercised only by the employee. Notwithstanding the above, no award may be transferred for value without stockholder approval.

Other Provisions. Except for 5% of the shares available for equity awards, there is a one (1) year minimum vesting/restriction/performance period requirement for equity awards. In addition, upon a change of control of the Company, equity awards will not have accelerated vesting unless the employee or non-employee director has a termination of employment or board service, without cause, within twenty-four (24) months following the change of control of the Company.

U.S. Tax Treatment of Options and Awards

The following is a general description of the material United States federal income tax treatment of awards under the Plan. It is based on United States tax laws and regulations existing on the date of this Proxy Statement, and there can be no assurance that such laws and regulations will not change. This description is not exhaustive, not intended to constitute tax advice to anyone, and does not describe state, local or foreign tax consequences.

Incentive Stock Options. An ISO results in no taxable income to the optionee or deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in computing the alternative minimum taxable income of the optionee. If the optionee holds the stock received as a result of an exercise of an ISO for at least two (2) years from the date of the grant and one (1) year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of prior to the end of this period, however (i.e., a “disqualifying disposition”), then the optionee will include in income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). In that event, the excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In addition, the Company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the optionee’s income as compensation. The optionee’s basis in the shares acquired upon exercise of an ISO is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Nonqualified Stock Options. An NQSO results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising such an option will, at that time, realize compensation income taxable at ordinary income tax rates in the amount of the difference between the then market value of the shares and the option price. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to the Company in the year of exercise in an amount equal to the taxable compensation realized by the optionee.

The optionee’s basis in such shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long-term or short-term gain (or loss), depending upon the holding period of the shares.

If an NQSO is exercised by tendering previously owned shares of the Company’s common stock in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned

shares tendered will be considered to have been received in a tax-free exchange; the optionee’s basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income taxable at ordinary income tax rates equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee’s basis in such excess shares will be equal to the amount of such compensation income; and the holding period in such shares will begin on the date of exercise.

Stock Appreciation Rights. Generally, the recipient of an SAR will not recognize taxable income at the time the SAR is granted. Upon the exercise of an SAR, if an employee receives the appreciation inherent in the SAR in cash, the cash will be taxed as compensation income to the employee at the time it is received. If an employee receives the appreciation inherent in the SAR in stock, the fair market value of the stock will be taxed as compensation income to the employee at the time such stock is received.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the exercise of an SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise.

Restricted Stock/RSU Awards/Performance Awards. No income will be recognized at the time of grant by the recipient of a restricted stock, or PSA if such award is subject to a substantial risk of forfeiture. Generally, at the time the substantial risk of forfeiture terminates with respect to a restricted stock award or PSA, the then fair market value of the stock will constitute ordinary income to the employee. No income will be recognized at the time of grant by the recipient of an RSU or performance unit award; however, ordinary income will be recognized upon the receipt of payment of the vested RSU or performance unit award equal to the amount of cash or the fair market value of the Company’s common stock so received. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to the Company in an amount equal to the compensation realized by the employee. However, a recipient of restricted stock may, within thirty (30) days of grant, elect to recognize income equal to the fair market value of the restricted stock on the date of grant and there is no further income recognition when the restrictions lapse (but no refund or tax deductions if the restricted stock is forfeited).

Tax Treatment of Awards to Non-Employee Directors and to Employees Outside of the United States

The grant and exercise of options and awards under the Plan to non-employee directors and to employees outside of the United States may be taxed on a different basis.

⁽¹⁾ Includes 10,885 shares subject to stock options, 284,826 restricted stock units, 5,348 directors restricted stock units and 120,687 performance shares outstanding under the 2018 Incentive Plan.

⁽²⁾ Exercise price is for outstanding stock options only; restricted stock units, director restricted stock units and performance shares have no exercise price.

As of April 3, 2023, 670,133 shares remained available for issuance of future awards under the 2018 Incentive Plan. A total of 6,747 stock options remained outstanding with a weighted average exercise price of $40.68 and weighted remaining term of 0.96 years. Stock awards totaling 390,039 (including shares of restricted stock units and performance shares) are outstanding under all plans.

PROPOSAL 3

ADVISORY SAY ON PAY VOTE REGARDING ICF’S

OVERALL PAY-FOR-PERFORMANCE NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM

In April of 2017, the Board approved a resolution providing that the Company would hold an annual stockholder advisory vote on executive compensation, as advised by the Company’s stockholders at the 2017 annual meeting of stockholders. Pursuant to that resolution and as required pursuant to Regulation 14A of the Exchange Act, this proposal, commonly known as a “Say on Pay” proposal gives you, as a stockholder, the opportunity to endorse or not endorse the Company’s NEO compensation program through the following resolution:

“Resolved, that the stockholders approve ICF International’s overall pay-for-performance executive compensation program for its named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in the Proxy Statement.”

Approval of the Say on Pay proposal requires the affirmative vote of a majority of the votes entitled to vote thereon present electronically via live webcast or by proxy at the Annual Meeting.

The Human Capital Committee and the full Board believe that the Company’s executive compensation program, as described in the Compensation Discussion and Analysis (“CD&A”) and other sections noted in the resolution set forth above, reflects a pay-for-performance culture at the Company that is rooted in our values. The Human Capital Committee and the Board believe that the executive compensation program is rational and effective in that it aligns the interests of the NEOs with both the short-term and long-term interests of stockholders, while reducing incentives for unnecessary and excessive risk taking.

In making a decision on the Say on Pay proposal the Board asks that stockholders consider the following:

At the Company’s 2022 annual meeting of stockholders, approximately 97% of the votes cast on the Say on Pay proposal were voted in favor of our overall pay-for-performance NEO compensation program. The Human Capital Committee and the Board believe this affirms the stockholders’ strong support of the Company’s approach to NEO compensation.

In accordance with applicable law, this vote is “advisory,” meaning it will serve as a recommendation to the Board but will not be binding. The Human Capital Committee will seriously consider the outcome of this vote when determining future compensation arrangements for named executive officers.

It is expected that the next Say on Pay vote will occur at the 2024 annual meeting of stockholders.

Reasons for the Proposal

The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation.

Further, the Board anticipates that similar exculpation provisions are likely to be adopted by the Company’s peers and others with whom the Company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.

A Delaware corporation seeking to extend the benefits of the newly amended Section 102(b)(7) to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Accordingly, the Board has determined it advisable and in the best interests of the Company and its stockholders to seek approval for the Amendment.

Effect of the Proposal if Approved

The Amendment would provide for the elimination of personal monetary liability for certain officers only in connection with direct claims brought by stockholders, subject to the limitations described under the heading “Conditions to Exculpation Under Section 102(b)(7)”. As is the case with directors under the Charter, the Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit.

If the Amendment is approved by the stockholders at the Annual Meeting, it will become effective upon the filing of the Amendment with the Secretary of State of the State of Delaware; however in accordance with the DGCL, the Board may abandon the Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval.

Board Approval and Vote Required

On March 10, 2023, the Board authorized and approved the Amendment, subject to stockholder approval, and directed that the Amendment be considered for approval by the stockholders at the Annual Meeting. In accordance with Article 7.6 of the Charter, the Amendment must be approved by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of Company capital stock entitled to vote generally in the election of directors.

PROPOSAL 6

RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has appointed Grant Thornton to serve as our independent registered public accounting firm (“independent auditor”) for fiscal year 2023 and requests that stockholders ratify such 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 audited our consolidated financial statements for 2022 and 2021. 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. Ratification of the appointment of Grant Thornton as our independent auditor requires a majority of the votes entitled to vote thereon present electronically via live webcast or by proxy at the Annual Meeting. 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.