James Morgan
ICF InternationalAbout James Morgan
James Morgan, age 60, is ICF’s Executive Vice President and Chief Operating Officer (COO) and will assume the combined role of Chief Operating and Financial Officer (COFO) effective January 1, 2026; he joined ICF in 2012 as CFO (2012–2020), then served as EVP, Chief of Business Operations (2020–2022), and COO since June 2022; he holds a B.S. in Accounting (North Carolina State University), an MBA (George Washington University), and is a CPA (license inactive) . During his tenure, ICF’s 2024 revenue grew 2.9% year over year to $2.02B and net income rose 33.4% to $110.2M; non-GAAP diluted EPS increased to $7.45, underscoring performance alignment in incentive plans . For performance shares, the 2022 PSA cycle vested at 112.29% of target after Adjusted EPS and relative TSR (rTSR) outcomes, with rTSR at the 44th percentile of the peer group; the 2023 PSA initial EPS period was certified at the maximum (150%) with final vesting subject to rTSR through 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICF International | EVP & CFO | 2012–Feb 2020 | Led finance; supported acquisitions/divestitures; established performance frameworks . |
| ICF International | EVP, Chief of Business Operations | Feb 2020–Jun 2022 | Drove enterprise operations and transformation . |
| ICF International | EVP & COO | Jun 2022–present | Increased scalability/efficiency; key role in M&A; broader operational excellence . |
| Serco, Inc. (division of Serco Group PLC) | Board member; EVP & CFO | 2011–2012 | Government services finance leadership . |
| SAIC | SVP & Senior Financial Officer, Strategic & Operational Finance | 2005–2011 | Strategic/operational finance leadership . |
| SAIC | SVP, Business Transformation Officer | 2008–2011 | Led transformation initiatives . |
| Arthur Andersen & Co. | Experienced Senior Consultant | Early career | Special Services & Contracting expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 616,044 | 640,685 | 659,906 |
| Target Bonus (% of Salary) | — | — | 80% |
| Actual Bonus Paid ($) | 440,121 | 493,492 | 732,858 |
| All Other Compensation ($) | 12,651 | 14,027 | 14,084 |
| Total Compensation ($) | 2,069,133 | 2,318,692 | 3,422,263 |
- Effective Jan 1, 2026, salary will increase to $700,000 and target short-term incentive to 100% of salary .
- Temporary 20% salary reduction was implemented during a U.S. government shutdown; Morgan’s temporarily reduced annualized salary was $527,924.72 (not repaid) .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Structure and Outcomes (Corporate level for Morgan)
| Component | Metric | Weighting | Performance Range | Threshold Payout | Target Payout | Max Payout | 2024 Target | 2024 Actual | 2024 Payout Factor |
|---|---|---|---|---|---|---|---|---|---|
| Financial | Adjusted EPS | 50% | 85%–115% | 50% | 100% | 200% | $6.31 | $7.12 | Included in 120.82% blended factor |
| Financial | Company Gross Revenue | 30% | 80%–125% | 40% | 100% | 125% | $2,065.0M | $2,019.8M | Included in 120.82% blended factor |
| Individual | Non-financial goals | 20% | — | — | 100% cap | — | 20% target | 18% actual | 18% |
| Total | Blended result | — | — | — | — | — | — | — | 138.82% of target; Bonus $732,858 |
- Individual goals included organic growth initiatives, M&A integration, enterprise systems/process evolution, and succession depth; Messrs. Wasson and Morgan also had culture/values goals .
Long-Term Incentive Equity Awards and Vesting Mechanics
| Element | Grant Date | Target Value ($) | Shares (#) | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| RSUs (Annual) | Mar 20, 2024 | 1,299,762 | 8,518 | 25%/25%/50% on 3/20/2025, 3/20/2026, 3/20/2027 | Time-based | Back-loaded vesting to enhance retention . |
| PSAs (Annual) | Mar 20, 2024 | 715,653 | 4,291 | Eligible to vest after Secondary Period ends 12/31/2026 | 2-year Adjusted EPS (Initial Period 2024–2025) with payout 0–150%; 3-year rTSR modifier 75–125% | Final payout range 37.5%–187.5% of target shares . |
| RSUs (Retention) | Mar 20, 2024 | — | 4,227 (outstanding as of 12/31/2024) | 25%/25%/50% on 3/20/2025, 3/20/2026, 3/20/2027 | Time-based | Special retention grant to secure continued leadership . |
PSA Performance History:
- 2022 PSA (periods 2022–2024): Adjusted EPS certified at 119.46% of target; rTSR modifier 94% (44th percentile), yielding 112.29% of target shares vested; shares released Jan 21, 2025 .
- 2023 PSA (Initial Period 2023–2024): PSA Adjusted EPS certified at $6.01, the maximum (150%); final vesting will be modified by rTSR over 2023–2025 (75–125% modifier) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 47,204 shares; <1% of outstanding (18,411,115 shares as of Apr 10, 2025) . |
| Outstanding/Unvested Awards (12/31/2024) | RSUs: 2,692 ($320,913); 3,937 ($469,330); 4,291 ($511,530); 4,227 ($503,901). PSAs (unearned): 6,046 ($720,744); 5,250 ($625,853); 4,291 ($511,530). Market value assumes $119.21 per share on 12/31/2024 . |
| Pledging/Hedging | Prohibited; directors/officers fully restricted; no legacy pledges by current directors; NEOs complied in 2024 . |
| Ownership guidelines | ICF maintains stock ownership guidelines; annual compliance review indicated each NEO met or is expected to meet within the specified period as of Apr 10, 2025 . |
Potential insider selling pressure:
- RSU tranches vest on 3/20/2025, 3/20/2026, and 3/20/2027, which can create liquidity windows; no Form 4 trading disclosures were cited here; hedging/pledging prohibitions reduce misalignment risk .
Employment Terms
| Provision | Morgan’s Agreement Terms / Illustrative Values |
|---|---|
| Severance (no change-of-control) | If terminated without cause, bonus payment $527,925; salary continuation $659,906; welfare benefits $17,835; outplacement $3,000; treatment of unvested awards $1,368,084 (valued at $119.21/share) . |
| Change-of-control (double trigger) | If terminated without cause or for Good Reason within 12 months after CoC: pro-rata bonus target $1,055,850; severance payment $1,319,812; welfare benefits $26,753; outplacement $3,000; unvested awards $3,429,523 (valued at $119.21/share) . |
| Equity vesting on CoC | Other than PSAs, equity grants accelerate if terminated other than for cause within two years of CoC; PSAs vest at termination based on target EPS and actual rTSR to the date; payable within 30 days . |
| Good Reason definition | Material reduction in role/compensation; relocation ≥50 miles; failure of acquirer to adopt agreement (within 12 months post-CoC) . |
| Restrictive covenants | Payment conditioned on compliance with confidentiality and non-solicitation of customers/employees; clawback policies apply . |
| Agreement dates | Severance letter agreement dated Feb 27, 2020 (standard form for executive officers) . |
Clawbacks and governance safeguards:
- Nasdaq-compliant Compensation Recovery Policy (Rule 5608) and equity/severance agreements permit recovery for restatements (fraud or not) and detrimental conduct causing business/reputational harm .
- Say-on-Pay support was ~98% in 2024, indicating strong investor alignment .
Company Performance Context (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,779,964,000 | 1,963,238,000 | 2,019,787,000 |
| EBITDA ($) | 167,033,000* | 200,724,000* | 222,901,000* |
| Net Income ($) | 64,243,000 | 82,612,000 | 110,170,000 |
Values retrieved from S&P Global*.
Investment Implications
- Pay-for-performance alignment: Morgan’s 2024 bonus paid at 138.82% of target with financial factor 120.82% and individual at 18% reflects strong execution (EPS over target) despite revenue slightly below target; PSA design uses two-year EPS and three-year rTSR, with recent cycles certifying above-target outcomes (112.29% for 2022 PSAs; 150% EPS for 2023 PSAs initial period) .
- Retention and potential selling windows: Back-loaded RSU vesting (25/25/50) through 2027 plus special retention RSUs increases stickiness but creates periodic liquidity windows; hedging/pledging bans and ownership guidelines mitigate misalignment risk .
- Change-of-control economics: Double-trigger protection with 24 months salary-based severance and target bonus plus equity acceleration provides stability; dollarized severance illustrates moderate protection without tax gross-ups; clawbacks add investor safeguards .
- Expanded remit (COFO) in 2026: Combining COO and CFO roles could streamline finance-operations integration and M&A execution; compensation was adjusted to reflect expanded responsibilities (salary to $700k; target bonus to 100%) .
- Governance support: ~98% Say-on-Pay approval and explicit restrictions on hedging/pledging indicate favorable shareholder alignment .