Anne Choate
ICF InternationalAbout Anne Choate
Anne Choate is Executive Vice President – Energy, Environment and Infrastructure at ICF, a role she assumed in March 2022 after joining ICF in 1995; she is 51 years old as of December 31, 2024 . She holds an M.S. in Environmental Science (Johns Hopkins) and a B.A. in Environmental Science & Policy (Duke) . Her compensation is heavily performance-based: her 2024 annual bonus paid at 140.38% of target, reflecting strong financial and individual results , and the 2023 performance share program’s initial EPS measurement was approved at 150% of target, with final vesting subject to rTSR through FY2025 . Company performance improved in 2024 with revenues up 2.9% to $2.02B and operating income up 25.3%, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICF | EVP – Energy, Environment & Infrastructure | Mar 2022–present | Leads advisory teams across energy markets, clean energy, climate resilience, environmental planning, conservation, transportation planning, disaster management . |
| ICF | SVP & Group Leader – Energy, Environment & Infrastructure | Jan 2020–Mar 2022 | Led E/E/I group; growth aligned with strong external energy market . |
| ICF | SVP & Division Leader | Jan 2016–Dec 2019 | Oversaw social programs, global health, and federal energy/climate/transportation work . |
| ICF | Business line leader | Mid-2004–Dec 2015 | Built teams and lines of business in decarbonization, resilience, transportation, energy . |
| ICF | Associate; progressed through leadership | 1995–mid-2004 | Joined after EPA internship; early focus on air quality and energy . |
| U.S. EPA (Office of Air Quality Planning & Standards) | Intern | Pre-1995 | Air quality standards experience; foundation for environmental analytics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Nature Conservancy – Pennsylvania/Delaware Chapter | Board Member | Ongoing | Conservation governance and strategy . |
| National Academies of Sciences/TRB | Standing Committee Member (Extreme Weather & Climate Adaptation) | Prior service | Public infrastructure resilience expertise . |
| National Climate Assessment | Author | 2018 | Contributed to national climate risk synthesis . |
| Clean Energy, Education & Empowerment (C3E) | Ambassador | Recent | Clean energy leadership recognition . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $475,175 | $500,000 | $535,000 |
| Target Bonus % of Salary | — | 50% | 60% |
| Actual Bonus Paid ($) | $225,338 | $252,528 | $450,622 |
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Outcome
| Component | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Financial performance (Group Leader) | 80% | Company & Group metrics | 120.38% of target | 1.2038x | Group Leader weights: Adjusted EPS 30%, Company Gross Revenue 15%, Group Gross Revenue 10%, Group Operating Margin 25% . |
| Individual performance | 20% | 20% | 20% | 1.00x | Goals included M&A integration, systems/process evolution, leadership depth . |
| Total AIP payout | — | — | 140.38% | — | Paid $450,622 cash for 2024 . |
AIP financial metric calibration (company-level):
- Adjusted EPS: threshold 85%→50% payout; target 100%; max 115%→200% payout . Actual $7.12 vs target $6.31 .
- Company Gross Revenue: threshold 80%→40% payout; target 100%; max 125%→125% payout. Actual $2,019.8mm vs target $2,065.0mm .
- Group-specific targets are undisclosed for competitive reasons; measured similarly with straight-line interpolation .
Long-Term Incentive Equity (RSUs and PSAs)
| Element | Metric | Structure/Weighting | Performance Period | Target/Actual | Payout/Vesting |
|---|---|---|---|---|---|
| RSUs (time-based) | Retention | 50% of annual LTI value | March 20, 2024 grant; vests 25% on 3/20/2025, 25% on 3/20/2026, 50% on 3/20/2027 | 1,739 shares; grant date fair value $265,354 | Share-settled per schedule . |
| PSAs (performance-based) | Adjusted EPS (Initial) + rTSR (Secondary) | 50% of annual LTI value; EPS determines 50–150% of target; rTSR modifier 75–125% (25th/50th/75th percentile) | 2024 grant: EPS 2024–2025; rTSR 2024–2026 | 1,739 target shares; grant date fair value $290,030 | Vest only after Secondary period; overall payout range 37.5%–187.5% of target . |
| PSAs (2023 cycle status) | Adjusted EPS | Initial performance EPS approved at $6.01 → 150% of target (to be modified by rTSR at final) | Initial: 2023–2024; Secondary (rTSR): 2023–2025 | rTSR measured at 83% for Dec 2024 (company-level reference); final modifier at FY2025 end | Shares vest after 12/31/2025; rTSR multiplier 75%–125% applied to 150% EPS payout . |
2024 long-term grant sizing methodology: split target LTI value 50/50 into RSUs and PSAs; convert using 20-day average price around grant date; grants effective 3/20/2024 .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 6,043 shares |
| Shares outstanding (as of 4/10/2025) | 18,411,115 |
| Ownership % | 0.033% |
Unvested Time-Based RSUs (as of 12/31/2024)
| RSU Tranche | Shares | Vesting Schedule |
|---|---|---|
| RSUs (5) | 670 | 25% on 3/20/2023; 25% on 3/20/2024; 50% on 3/20/2025 . |
| RSUs (6) | 1,580 | 25% on 3/20/2024; 25% on 3/20/2025; 50% on 3/20/2026 . |
| RSUs (7) | 1,739 | 25% on 3/20/2025; 25% on 3/20/2026; 50% on 3/20/2027 . |
| RSUs (8) | 2,940 | 25% on 11/7/2024; 25% on 11/7/2025; 50% on 11/7/2026 . |
Performance Share Awards (PSAs)
| Cycle | Unearned Target Shares | Status/Notes |
|---|---|---|
| 2022 grant (2022–2024) | 1,504 (earned) | Earned at 112.29% of target; released 1/21/2025 . |
| 2023 grant (2023–2025) | 2,107 (shown at 150% EPS, 100% rTSR placeholder) | Initial EPS approved at 150%; final rTSR modifier applied at 12/31/2025 . |
| 2024 grant (2024–2026) | 1,739 (target) | Final dependent on EPS and rTSR; vest post-Secondary period . |
Policies and Alignment
- Stock ownership guidelines: NEOs must hold stock equal to 2× base salary; executives must hold net shares from vesting until compliant; all NEOs met or are on track as of 4/10/2025 .
- Hedging/pledging: Prohibited; directors/Section 16 officers complied in 2024; no legacy pledging arrangements for directors .
- Options: None outstanding as of 12/31/2024 .
- 2024 vesting activity: 5,736 shares vested; value realized $902,435 .
Employment Terms
| Scenario | Bonus Payment ($) | Salary Continuation ($) | Welfare Benefits ($) | Outplacement ($) | Accelerated/Unvested Equity ($) |
|---|---|---|---|---|---|
| Termination without cause (pre-change of control) | $321,000 | $535,000 | $0 | $3,000 | $439,594 |
| Change of control + termination (double trigger, within 12 months) | $642,000 | $1,070,000 | $0 | $3,000 | $1,369,253 |
Key provisions:
- Double-trigger severance (CoC + termination without cause or for good reason within 12 months) for NEOs; severance not triggered by CoC alone .
- Post-termination covenants include confidentiality and non-solicitation of customers/employees; payments subject to Code 409A and potential cut-backs to avoid 280G excise taxes .
- Compensation recovery (clawback) policy is Nasdaq-compliant and extends to detrimental conduct causing reputational harm; covers cash and equity awards .
- No tax gross-ups; no material perquisites .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,779,964,000 | $1,963,238,000 | $2,019,787,000 |
| EBITDA ($USD) | $167,033,000* | $200,724,000* | $222,901,000* |
*Values retrieved from S&P Global.
Additional 2024 highlights: Net income $110.2M (+33.4% YoY), operating income $165.8M (+25.3%), GAAP diluted EPS $5.82 (+33.8% YoY); Non-GAAP diluted EPS $7.45 (+14.6% YoY) .
Investment Implications
- Compensation alignment: AIP weighting toward financials (80%) and PSAs tied to EPS and rTSR embeds strong pay-for-performance. The 2024 bonus at 140.38% and 2023 PSA EPS at 150% reflect execution against financial goals, with final rTSR modifiers still pending .
- Retention and selling pressure: Multiple RSU tranches back-loaded (50% in year 3) with specific vest dates (3/20/2025, 3/20/2026, 3/20/2027; 11/7/2025; 11/7/2026), implying periodic incremental share delivery and potential selling pressure around those dates .
- Governance safeguards: Double-trigger CoC protection, robust clawback, and prohibitions on hedging/pledging reduce governance risk; no options outstanding limits repricing risk .
- Skin-in-the-game: Beneficial ownership is modest at 6,043 shares (<0.1%), but required 2× salary ownership and hold-until-compliant rules strengthen alignment; 2024 vesting activity indicates continuing equity accumulation .
- Execution risk: Group-level targets for revenue and margin are undisclosed for competitive reasons, but AIP structure and above-target outcomes suggest disciplined operating control; continued PSA outcomes depend on sustaining EPS growth and delivering peer-relative TSR .