Caroline Angoorly
ICF InternationalAbout Caroline Angoorly
Caroline Angoorly (age 60) is an independent director at ICF International, appointed in 2025. She is Managing Partner of GreenTao LLC and brings deep expertise in energy, sustainability strategy, and financing of clean infrastructure. Education: MBA (University of Melbourne) and BS Geology / Bachelor of Laws (Honors) (Monash University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GreenTao LLC | Managing Partner & Founder | 2009–present | Advises on growth, project development, financing, sustainability strategy |
| Warwick Carbon Solutions Development Co. | Senior Advisor; Chief Commercial Officer | 2020–2024; 2024–2025 | Energy transition project development |
| NY Green Bank (NYSERDA division) | Founding Chief Operating Officer | 2014–2019 | Built state-sponsored clean energy investment fund (self-sustaining green bank) |
| J.P. Morgan | Head of Environmental Markets, North America | 2008–2009 | Climate-aligned market solutions |
| NRG Energy | SVP Head of Development (Northeast); VP Environmental & New Business | 2004–2007 | Greenfield power projects; environmental strategy |
| Enel Green Power North America | VP & General Counsel | 2001–2004 | Legal and development leadership |
| Line56 Media | Chief Financial Officer | 2000–2001 | Early-stage B2B e-commerce finance leadership |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Denbury, Inc. (public) | Non-Executive Director | 2020–2023 | Chair, Sustainability & Governance Committee |
| Cyrq Energy (private) | Non-Executive Director | 2021–present | — |
Board Governance
- Board independence: Angoorly is independent under Nasdaq/SEC standards .
- Committees: None currently assigned to Audit, Human Capital, or Governance & Nominating as of the 2025 proxy .
- Board structure: Chair/CEO combined role (Wasson) with Lead Independent Director (Datar) .
- Meetings: 2024 counts—Board 8; Audit 8; Human Capital 6; Governance & Nominating 4; all directors attended ≥75% of applicable meetings in 2024 (note: Angoorly joined in 2025) .
- Executive sessions: Regular sessions of non-management directors held .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Paid quarterly in advance; pro-rated for partial service |
| Lead Independent Director additional retainer | $30,000 | Applies to Lead Independent Director only |
| Committee chair/member retainers | Audit chair $20,000; Audit member $12,000; Human Capital chair $10,000; member $8,000; Governance & Nominating chair $10,000; member $8,000 | Paid in cash |
| Annual director equity award (RSUs) | Target $150,000; granted first business day of July following annual meeting; rounded down to full shares; cash paid for residual | Vests in equal quarterly tranches on Sep 1, Dec 1, Mar 1, Jun 1 |
- 2024 director grant fair value per RSU was $135.91; continuing directors and those appointed at the meeting received grants per policy (Angoorly joined in 2025; 2024 table shows other directors) .
Performance Compensation
- No performance-linked pay elements for directors disclosed; equity awards are time-based RSUs (no options outstanding as of 12/31/2024) .
- Clawbacks: Company maintains Nasdaq-compliant compensation recovery policies, including for detrimental conduct and restatements .
Other Directorships & Interlocks
- Current public boards: None listed for Angoorly at ICF .
- Prior public board: Denbury, Inc. (chair of Sustainability & Governance) .
- Related-party transactions: None involving directors >$120,000 in FY2024; none affecting independence determinations .
Expertise & Qualifications
- Energy, sustainability strategy, clean infrastructure financing; greenfield project development; building self-sustaining green banks .
- Legal and financial experience (LL.B.; CFO role; J.P. Morgan environmental markets) .
- Education: MBA (University of Melbourne); BS Geology and Bachelor of Laws (Honors) (Monash University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Caroline Angoorly | 444 | <1% | April 10, 2025 |
- Stock ownership guidelines: Non-employee directors expected to hold shares equal to 5× annual cash retainer ($450,000), within 4 years; as of April 10, 2025, each non-employee director either met or is expected to meet the guideline .
- Hedging/pledging: Prohibited; no directors with legacy pledging arrangements; margin accounts restricted .
Insider Trades (Form 3/4)
| Filing Date | Form | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-03-14 | 3 | 2025-03-06 | Initial filing | — | — | 0 | https://www.sec.gov/Archives/edgar/data/1362004/000122520825003415/0001225208-25-003415-index.htm |
| 2025-04-02 | 4 | 2025-04-01 | Award (A) | 444 | $0 | 444 | https://www.sec.gov/Archives/edgar/data/1362004/000122520825003963/0001225208-25-003963-index.htm |
| 2025-07-03 | 4 | 2025-07-01 | Award (A) | 1,720 | $0 | 2,164 | https://www.sec.gov/Archives/edgar/data/1362004/000122520825006497/0001225208-25-006497-index.htm |
Governance Assessment
- Alignment and independence: Angoorly is independent; no related-party transactions; hedging/pledging prohibited, supporting investor alignment .
- Board effectiveness: Energy and sustainability finance expertise complements ICF’s energy/environment portfolio; however, she held no committee roles in 2025 per proxy, which may limit direct committee influence early in tenure .
- Ownership alignment: Building toward guideline with RSU awards and ownership policy (target $450k value in shares); beneficial ownership increased from 444 to 2,164 post mid-year award, indicating accumulation consistent with policy (and SEC Forms linked above).
- Compensation structure: Director pay mix emphasizes cash retainer plus time-based RSUs; no performance metrics (reduces pay-for-performance signaling at board level but standard for directors). Cash/equity terms and vesting cadence are transparent .
- Board governance signals: Strong overall corporate governance framework (majority voting for directors; clawbacks; no poison pill; regular executive sessions; robust committee charters; director education policy) bolsters investor confidence independent of individual director tenure .
- Shareholder sentiment: Company’s say-on-pay support was ~98% at the prior annual meeting, a positive governance indicator (applies to executive pay) .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, tax gross-ups, or option repricing; directors attended ≥75% of meetings in 2024, though Angoorly’s attendance applies from 2025 onward .
Notes:
- Committee assignments may evolve; monitoring future proxies and 8-K filings (Items 5.02/5.07) is advised for any changes in committee membership or director elections .