ICF International, Inc 8-K, filed Jan 24, 2022
ICF International, Inc. (ICFI)
About this 8-K
ICF International, Inc filed this 8-K on January 24, 2022, reporting on events of January 20, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:(
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Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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twelve months of severance pay calculated based on the executive's base salary at the time of termination, payable commencing within 60 days after termination in accordance with our normal payroll practices;
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the executive’s target bonus for the year in which the executive’s employment was involuntarily terminated, payable in a lump sum within 90 days after termination;
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the option to continue the executive’s health insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),with the monthly COBRA premiums for the executive and dependents during the severance payment period being equal to the amount the executive would have paid each month for such group health plan coverage had the executive remained actively employed, which premiums will be payable by the executive, such benefit to cease if the executive becomes employed and is eligible to receive group health plan coverage from a new employer; and
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the option to participate in a six-month executive career transition service.
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twenty-four months of severance pay calculated based on the executive's base salary at the time of termination, payable in a lump sum within 60 days following termination;
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the sum of (i) the executive’s target bonus for the year in which the executive’s employment was involuntarily terminated, plus (ii) a prorated share of the executive’s target bonus for the year in which the executive’s employment was involuntarily terminated based on the number of full months in the final calendar year in which the executive was employed, payable in a lump sum within 90 days after termination;
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the option to continue the executive’s health insurance coverage in accordance with COBRA, with the monthly COBRA premiums for the executive and dependents during the severance payment period being equal to the amount the executive would have paid each month for such group health plan coverage had the executive remained actively employed, which premiums will be payable by the executive, such benefit to cease if the executive becomes employed and is eligible to receive group health plan coverage from the new employer; and
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the option to participate in a six-month executive career transition service.
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the executive’s acts or omissions (whether or not constituting misconduct) that are a significant contributing factor to us having to restate our financial statements;
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the fact that our financial results, as used to determine the executive’s incentive compensation, are found to reflect a material error or otherwise be materially inaccurate, whether or not the executive was responsible for, or the executive’s actions were a significant contributing factor with respect to, the inaccuracy; and/or
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the executive engaged in conduct that is or could have been a basis for termination for Cause, and which causes a material and adverse reputational or other financial harm to us.
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in the case of a restatement, the Excess Incentive Award would generally be no more than the positive difference, if any, between the short-term incentive awards or bonuses paid to the executive and the amounts(s) of such payments that would have been payable to the executive had the amount(s) of the award(s) been calculated based on our financial statements, as restated, plus an amount reflecting the effect of the restatement on long-term (equity) incentive awards that were granted after the date of the Agreement based wholly or in part on a financial reporting, stock price or similar shareholder return measure;
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in the case of a material error or inaccuracy in the financial statements, the Excess Incentive Award would generally be no more than the positive difference, if any, between the short-term incentive awards or bonuses paid to the executive and the amount(s) of such payments that would have been payable to the executive had the amount(s) of the award(s) been calculated based on our financial statements, after correcting for such material error or inaccuracy, plus an amount reflecting the effect of the material error or inaccuracy on the value of long-term (equity) incentive awards that were granted after the date of the Agreement based wholly or in part on a financial reporting, stock price or similar shareholder return measure; and
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in the case of conduct by the executive that causes a material and adverse reputational or other financial harm, the Excess Incentive Award will be determined in good faith by the Board of Directors in accordance with the clawback provisions in the Agreement and be reasonably proportional, taking into account the egregiousness of the executive’s conduct, as alleged, whether the harm is directly connected to the executive’s conduct, the degree of financial harm to investors, and actual impact on our ability to earn new work from its customers.
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10.1
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ICF International, Inc.
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Date: January 24, 2022
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By:
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/s/ John Wasson
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John Wasson
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President and Chief Executive Officer
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Exhibit 10.1
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
ICF to Name Barry Broadus Chief Financial Officer
FAIRFAX, Va., January 24, 2022 – ICF (NASDAQ:ICFI), a global consulting and digital services provider, today announced that it plans to name Barry Broadus chief financial officer (CFO) effective February 28, 2022. Broadus will replace Bettina Garcia Welsh, who will be leaving ICF to pursue new opportunities. Welsh has agreed to stay on at ICF as an advisor through early April 2022 to ensure a seamless transition.
“We appreciate the valuable contributions Bettina has made during her tenure at ICF. She has built a strong financial team and under her leadership we have made significant progress in strengthening our financial capabilities, systems and processes to support ICF’s continued growth. We wish her the best in her new endeavors,” said John Wasson, chairman and chief executive officer.
Broadus is a seasoned financial executive with more than 30 years of financial management experience and proven expertise in strategic planning, financial reporting, M&A, and accounting and regulatory compliance for domestic and international businesses. Most recently he was the CFO of Dovel Technologies a provider of technology solutions to federal government agencies with a focus in the health, human services and public safety markets that was acquired in October 2021. Previously Broadus served as CFO of SRI International, Constellis, and Alion Science and Technology.
“Barry brings a wealth of valuable experience to ICF,” said Wasson. “He has built an excellent reputation as a financial leader at fast-growing professional services firms that provide consulting and complex technology solutions to a large roster of federal government agency clients. With his in-depth knowledge of our markets and successful track record, Barry will make an excellent addition to our leadership team.”
“I look forward to joining a company that not only has experienced strong expansion, but also has the potential for significant growth for many years to come,” said Broadus. “This is an excellent opportunity to leverage my financial experience to contribute to the positive impact ICF has on its clients and markets and support continued value creation for the company.”
Broadus received a B.S. in commerce and business administration with a major in accounting from the University of Alabama.
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Company Contact: Lauren Dyke, lauren.dyke@ICF.com, +1.571.373.5577
Investor Contact: Lynn Morgen, lynn.morgen@advisiry.com
About ICF
ICF is a global consulting services company with approximately 8,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.
Caution Concerning Forward-looking Statements
Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19) and related federal, state and local government actions and reactions on the health of our staff and that of our clients, the continuity of our and our clients’ operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.