John Wasson
ICF InternationalAbout John Wasson
John M. Wasson, 63, is Chair, President and Chief Executive Officer of ICF International; he became CEO on October 1, 2019 and Chair in 2021, after serving as COO (2003–2019) and President & COO (2010–2019). He holds a B.S. in Chemical Engineering (UC Davis) and an M.S. from MIT’s Technology and Policy Program . Under Wasson’s leadership, ICF reported 2024 revenue of $2.02B (+2.9% YoY), operating income of $165.8M (+25.3%), net income of $110.2M (+33.4%), and GAAP diluted EPS of $5.82 (+33.8%); non-GAAP diluted EPS was $7.45 . A $100 investment in ICF at 12/31/2019 (close to Wasson’s CEO start) was worth $133.84 at 12/31/2024 versus $184.99 for the selected peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICF International | Chair of the Board | 2021–present | Combined Chair/CEO; governance and strategy oversight in core markets |
| ICF International | President & CEO | 2019–present | Leads strategy and growth; extensive experience across energy, environment, transportation, public health, and technology markets |
| ICF International | President & COO | 2010–2019 | Ran operations and growth initiatives across core areas |
| ICF International | COO | 2003–2010 | Operational leadership; strengthened execution and integration |
| ICF International | Joined as associate; became officer | 1987; officer in 1994 | Career development from associate to C-suite leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Virginia Technology Council | Board Member | 2018–present | Regional tech ecosystem engagement |
| The Flint Hill School | Trustee | 2017–present | Education governance |
| UC Davis Foundation | Trustee | 2018–2020 | Alumni and institutional advancement |
| UC Davis College of Engineering | Dean’s Executive Committee | 2014–present | Advisory role on engineering education/industry linkage |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | $970,000 |
| 2023 | $1,008,800 |
| 2024 | $1,039,064 |
- CEO pay ratio (2024): 79:1; CEO total comp $7,174,545; median employee $91,189 .
Performance Compensation
Annual Incentive (Short-Term)
- CEO target bonus: 125% of base salary .
- Structure: 80% financial (Adjusted EPS 50%, Company Gross Revenue 30%); 20% individual objectives (capped at 100% of target) .
| Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Payout mechanic |
|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | $5.36 | $6.31 | $7.26 | $7.12 | Straight-line; 85–115% band |
| Company Gross Revenue ($M) | 30% | 1,652.0 | 2,065.0 | 2,581.3 | 2,019.8 | Straight-line; 80–125% band |
| Individual performance | 20% | — | 20% of AIP | Cap at 100% of target | 18% | Committee assessment |
| Outcome | Result |
|---|---|
| Financial factor earned | 120.82% (CEO) |
| Individual factor earned | 18% (of 20% weighting) |
| Total payout and cash bonus | 138.82% of target; $1,803,019 |
- Adjusted EPS reconciliation for AIP provided in Annex A .
Long-Term Incentives (Equity)
Design:
- Mix: 50% RSUs (time-based) + 50% PSAs (performance-based) .
- RSU vesting: 25% on each of year 1 and year 2 anniversaries, 50% on year 3 (e.g., for 2024 grants: 3/20/2025, 3/20/2026, 3/20/2027) .
- PSA performance: 2-year Adjusted EPS (threshold 50%, target 100%, max 150%) and 3-year relative TSR (modifier: 75% at 25th percentile, 100% at 50th, 125% at 75th); payout range 37.5%–187.5% of target; cliff vest after 3 years .
2024 CEO Grants (Grant date 3/20/2024):
| Award | Grant Date Fair Value ($) | Underlying Shares (#) | Vesting/Notes |
|---|---|---|---|
| RSUs | 2,062,254 | 13,515 | 25%/25%/50% on 3/20/25, 3/20/26, 3/20/27 |
| PSAs | 2,254,032 | 13,515 | 2024–2025 Adjusted EPS; 2024–2026 rTSR modifier; vest post 12/31/2026 |
Recent PSA Outcomes:
- 2022 PSAs (performance period 2022–2024): EPS factor 119.46%; rTSR modifier 94% (44th percentile); total vest 112.29% of target; shares released Jan 2025 .
- 2023 PSAs (Initial 2023–2024 EPS): PSA Adjusted EPS determined at $6.01 (above max $5.32 → 150% factor); final payout subject to 2023–2025 rTSR modifier .
Equity Ownership & Alignment
- Beneficial ownership: 97,589 shares; includes 96,973 in two family trusts and 716 indirectly by spouse; represents <1% of shares outstanding .
- Shares outstanding (record date): 18,411,115 .
Unvested Awards at 12/31/2024 (selected CEO entries):
| Award Type | Shares Unvested (#) | Market Value ($) at $119.21 | Vesting Notes |
|---|---|---|---|
| RSUs (2022 grant) | 7,386 | 880,485 | 50% vest on 3/20/2025 |
| RSUs (2023 grant) | 11,514 | 1,372,584 | 25% on 3/20/2025; 50% on 3/20/2026 |
| RSUs (2024 grant) | 13,515 | 1,611,123 | 25% on 3/20/2025; 25% on 3/20/2026; 50% on 3/20/2027 |
| PSAs (2022 grant) | 16,587 (earned) | 1,977,336 | Earned at 112.29%; released Jan 2025 |
| PSAs (2023 grant) | 15,353 (at 150% EPS pending rTSR) | 1,830,231 | Final vest post 12/31/2025 with rTSR |
| PSAs (2024 grant) | 13,515 (at target) | 1,611,123 | Final vest post 12/31/2026 |
Ownership policies and alignment safeguards:
- Executive stock ownership guideline: CEO 5x base salary; NEOs in compliance or on track as of April 10, 2025 .
- Hedging/pledging: Prohibited for directors and officers; no directors with legacy pledges .
- No dividend payments on unvested equity; no repricing; no tax gross-ups; robust clawback policy (Nasdaq-compliant and broader) .
Deferred Compensation (CEO):
| 2024 Executive Contributions | 2024 Aggregate Earnings | 12/31/2024 Balance |
|---|---|---|
| $287,151 | $629,026 | $5,429,750 |
Employment Terms
Wasson Severance Protection (no fixed-term employment agreement):
- Double-trigger on change of control (CoC). Key terms include pro rata bonus, 24–36 months benefits, and 2x–3x (base + target bonus) cash severance depending on timing relative to CoC; Good Reason/ Cause definitions specified .
Illustrative Payments if terminated on 12/31/2024:
| Scenario | Pro Rata Bonus at Target ($) | Severance ($) | Welfare Benefits ($) | Outplacement ($) | Equity Awards ($) |
|---|---|---|---|---|---|
| Without Cause or for Good Reason (no CoC) | 1,298,830 | 4,678,788 | 50,514 | 6,000 | 9,328,509 (at $119.21; PSA terms noted) |
| Without Cause or for Good Reason (within 24 months post-CoC) | 1,298,830 | 7,013,682 | 75,772 | 6,000 | 9,328,509 (at $119.21; PSA at target EPS and actual rTSR to termination) |
- PSAs upon termination: if without Cause/for Good Reason pre-CoC, vest and deliver at end of period based on actual performance; post-CoC double-trigger, PSAs fully vest at termination based on target EPS and actual rTSR to date .
Board Governance and Director Service (dual-role implications)
- Board service: Director since 2019; only non-independent director; currently serves as Chair .
- Committees: None (all three standing committees—Audit, Human Capital, Governance/Nominating—are fully independent) .
- Combined Chair/CEO structure justified by board; mitigations include a strong Lead Independent Director (Dr. Srikant Datar), executive sessions of non-management directors, majority independent board, majority voting standard, and robust governance practices .
- Meeting attendance: Each director attended ≥75% of applicable meetings in 2024 .
- Director pay: Employee directors (Wasson) receive no additional director compensation .
Performance & Track Record
- 2024 highlights: Record $2.5B contract awards; revenue $2.02B (+2.9% YoY); operating income $165.8M (+25.3%); net income $110.2M (+33.4%); GAAP EPS $5.82 (+33.8%); Non-GAAP diluted EPS $7.45 .
- Pay vs Performance context: 5-year TSR indicator at $133.84 on $100 initial (vs peer group $184.99); Net income $110M; 2024 Non-GAAP EPS $7.45 .
- Say-on-Pay: ~98% approval at 2024 annual meeting; board recommends FOR 2025 Say-on-Pay .
Compensation Structure Analysis (signals)
- Mix and at-risk emphasis: 84% of CEO’s annual target total comp is variable; heavy use of PSAs and RSUs with 3-year horizons .
- Metrics: Annual plan weighted to Adjusted EPS and revenue; LTI ties to 2-year Adjusted EPS and 3-year rTSR, with clearly defined thresholds and caps .
- Peer and consultant process: Annual peer review (revenue near median), Aon as independent advisor; Semler Brossy advises management; no set percentile targeting; market and performance judgment used .
Risk Indicators & Red Flags
- Alignment safeguards: Prohibitions on hedging/pledging; no option repricing; no tax gross-ups; Nasdaq-compliant clawback policy extended to time-based awards .
- Related party/independence: No related party transactions; board independence affirmed for all directors other than CEO .
- Equity overhang: No stock options outstanding as of 12/31/24; outstanding RSUs/PSAs detailed; plan prohibits recycling and repricing .
- Insider trading controls: Policy prohibits trading on material non-public information; blackout rules referenced via policy framework .
Equity Ownership & Director Compensation (for governance benchmarking)
- Director stock ownership guideline: 5x annual cash retainer, achieved within 4 years; all non-employee directors met or on track as of April 10, 2025 .
- Director comp levels and structure disclosed; Wasson excluded as employee .
Employment Terms (Peers and team context)
- NEO severance letters provide 12–24 months salary and bonus protections (double-trigger within 12 months of CoC), COBRA premium support, and outplacement; PSAs prorated or accelerated per terms—useful for retention/continuity of top team .
Investment Implications
- Pay-for-performance alignment is robust: CEO compensation biased to variable, multi-year equity with objective EPS and rTSR metrics; strong ownership and anti-hedging/pledging policies reinforce alignment .
- Retention risk appears contained: Significant unvested RSUs/PSAs with back-loaded schedules, plus double-trigger CoC protections, encourage continuity through 2026–2027 vest dates .
- Trading dynamics: Multiple vesting dates (e.g., 3/20/2025, 3/20/2026, 3/20/2027) could concentrate potential liquidity events, subject to insider trading policy; recent 2022 PSA tranche vested Jan 2025 at 112.29% of target .
- Governance mitigates dual-role risks: Independent committees, a strong Lead Independent Director, majority-independent board, and high Say-on-Pay support help counterbalance CEO/Chair combination .