Barry Broadus
ICF InternationalAbout Barry Broadus
Barry Broadus serves as Executive Vice President and Chief Financial Officer of ICF; he joined in January 2022 and became CFO in February 2022. He is 65, holds a B.S. in Commerce and Business Administration from the University of Alabama, and is a licensed CPA (Virginia, inactive). ICF’s 2024 performance included revenue of $2.02 billion (+2.9% YoY), operating income of $165.8 million (+25.3% YoY), net income of $110.2 million (+33.4% YoY), GAAP diluted EPS of $5.82 and non-GAAP diluted EPS of $7.45; the annual bonus program uses Adjusted EPS and Company Gross Revenue, while long-term PSAs use Adjusted EPS and relative TSR (rTSR) modifiers (interim rTSR for open cycles was 83% for 2023 grants and 75% for 2024 grants) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dovel Technologies | Chief Financial Officer | 2019–2021 | CFO leadership in federal services sector |
| SRI International | Chief Financial Officer | 2018–2019 | Financial leadership at research institution |
| Constellis | Chief Financial Officer | 2016–2017 | CFO for government services/security provider |
| Alion Science and Technology | Chief Financial Officer | 2012–2016 | CFO leadership in federal services sector |
| SAIC | Senior financial roles | 2004–2008 | Senior finance roles at major federal contractor |
| EDS | Senior financial roles | 1986–1999 | Senior finance roles in IT services |
| U.S. Army | Field Artillery Officer | 1982–1985 | Military leadership foundation |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Systems | Director; Audit & Finance Committee Chair; Human Resources Committee member | 2017–present |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $468,000 | $514,800 |
| Target Bonus (% of Base) | — | 70% | 70% |
| Actual Bonus Paid ($) | $286,399 | $305,592 | $496,644 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcomes (CFO)
| Component | Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | 2024 Payout Basis |
|---|---|---|---|---|---|---|---|
| Financial (Corporate) | Adjusted EPS | 50% | 85% → 50% payout | 100% → 100% payout | 115% → 200% payout | $7.12 vs $6.31 target | Contributed to overall financial payout 120.82% |
| Financial (Corporate) | Company Gross Revenue | 30% | 80% → 40% payout | 100% → 100% payout | 125% → 125% payout | $2,019.8mm vs $2,065.0mm target | Contributed to overall financial payout 120.82% |
| Individual | Non-financial goals | 20% | — | 100% cap | 100% cap | 17% for CFO | 17% of the 20% individual portion |
| Summary | AIP total payout | — | — | — | — | — | CFO 137.82% of target; bonus $496,644 |
Long-Term Incentives (LTIs) – Grants and Structure
| Grant Type | Grant Date | Underlying Shares (#) | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSUs (annual) | Mar 20, 2024 | 2,511 | $383,153 | 25% on Mar 20, 2025; 25% on Mar 20, 2026; 50% on Mar 20, 2027 |
| PSAs (2024–2026 cycle) | Mar 20, 2024 | 2,511 (target) | $418,785 | Initial: Adjusted EPS (2024–2025); Secondary: rTSR (2024–2026); cliff vest post-Secondary with rTSR modifier 75%–125% |
| Total 2024 equity | Mar 20, 2024 | 5,022 | $801,938 | 50% PSAs; 50% RSUs per program design |
Performance Share Awards – In-Flight Cycles
| PSA Cycle | Initial Period Metric | Initial Period Result | Secondary Metric | Secondary Period | Status/Vesting |
|---|---|---|---|---|---|
| 2023–2025 | Adjusted EPS (2023–2024) | $6.01; 150% of target approved Feb 12, 2025 | rTSR modifier (75%–125%) | 2023–2025 | Final payout at end of 2025 after rTSR modifier |
| 2024–2026 | Adjusted EPS (2024–2025) | Targets set (not finalized) | rTSR modifier (75%–125%) | 2024–2026 | Cliff vest post-2026 after rTSR modifier |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 7,539 shares; <1% |
| Shares Outstanding (as of Apr 10, 2025) | 18,411,115 |
| Ownership as % of Outstanding | ~0.041% (7,539 / 18,411,115) |
| Outstanding Equity Awards (12/31/24) – RSUs | 1,586 ($189,067); 2,054 ($244,857); 2,511 ($299,336); 1,128 ($134,469) |
| Outstanding Equity Awards (12/31/24) – PSAs | 3,561 ($424,507) – 2022 cycle paid 112.29% and released Jan 21, 2025; 2,739 ($326,516) – 2023 cycle; 2,511 ($299,336) – 2024 cycle |
| Stock Ownership Guidelines | NEOs: 2x base salary; unvested RSUs count; hold-until-compliant; all NEOs met or expected to meet by timelines |
| Hedging/Pledging | Prohibited; no current directors with legacy pledges |
| Clawbacks | Nasdaq-compliant compensation recovery policy plus broader recovery for fraud/detrimental conduct |
Employment Terms
| Term | Key Provision |
|---|---|
| Start and Role | Joined ICF Jan 2022; became CFO Feb 2022 |
| Retirement and Transition | CFO resignation effective Mar 1, 2026; Senior Advisor full-time until Apr 1, 2026; then flexible part-time (up to ~30 hours/month) until Jan 31, 2027 or earlier termination |
| Compensation During Transition | Base salary through Apr 1, 2026; FPT hourly rate $250 after Full-Time Retirement Date; no AIP participation for periods beginning Jan 1, 2026; eligible for 2025 AIP per plan |
| Equity Awards | Existing RSUs/PSAs continue to vest per award terms; no new awards for periods beginning Jan 1, 2026 unless 2025 AIP paid as equity |
| Severance | Waives severance in connection with planned retirement; severance only if terminated without Cause prior to Full-Time Retirement Date |
| Health Benefits | Group health coverage through Apr 30, 2026; COBRA thereafter at employee cost |
| Restrictive Covenants | Continues obligations under Confidentiality, IP, Non-Competition, and Non-Solicitation Agreement; survives retirement |
Severance and Change-of-Control Economics (as of 12/31/2024)
| Scenario | Pro Rata Bonus (Target) ($) | Severance Payment ($) | Welfare Benefits ($) | Outplacement ($) | Unvested Awards ($) |
|---|---|---|---|---|---|
| Without Cause (pre-CoC) | $360,360 | $514,800 | $10,052 | $3,000 | $770,349 |
| CoC + Within 12 Months (double trigger) | $720,720 | $1,029,600 | $15,079 | $3,000 | $1,787,747 |
Severance letters (Jan 6, 2022 for Broadus) follow the standard form: severance available for involuntary termination without Cause pre-CoC, or for involuntary termination without Cause/for Good Reason within 12 months post-CoC; all severance agreements have double-trigger for CoC .
Compensation Structure Notes
- Pay mix emphasizes variable pay: PSAs and RSUs split 50/50 of LTI; PSAs have 3-year cliff vest tied to 2-year Adjusted EPS and 3-year rTSR modifier; RSUs vest 25/25/50, creating back-loaded retention effect .
- AIP metrics are formulaic and transparent; Adjusted EPS uses detailed GAAP-to-Non-GAAP reconciliation (Adjusted EPS actual 7.11) and Gross Revenue targets/outcomes .
- No material perquisites; strong clawback and hedging/pledging restrictions support shareholder alignment .
- Compensation benchmarking and design supported by Aon and Semler Brossy; say-on-pay support was ~98% in 2024 .
Investment Implications
- Alignment and downside protection: Double-trigger CoC, robust clawback, and strict hedging/pledging prohibitions reduce governance risk and align incentives; stock ownership policy requires 2x salary for NEOs with hold-until-compliant features .
- Near-term retention and transition: Back-loaded RSU vesting dates (2025–2027) and continued vesting under the transition agreement mitigate near-term retention risk through 2026; planned retirement and advisory role create orderly CFO transition to a combined COFO structure led by the current COO .
- Performance-linked pay: 2024 AIP paid at 137.82% of target driven by strong Adjusted EPS and revenue outcomes; PSAs have delivered above-target EPS results (150% for 2023–2025 initial period), with rTSR modifiers pending, reinforcing pay-for-performance and potential future equity realizations .
- Trading signal watchpoints: Scheduled RSU vestings (25/25/50) and PSA cliff vesting after 2025/2026 are potential supply events; however, hold-until-compliant ownership rules and prohibition on hedging/pledging temper selling pressure risk, and no material perquisites or tax gross-ups are disclosed .