Marilyn Crouther

About Marilyn Crouther

Independent director of ICF International since 2020; Age 59. She is Audit Committee Chair, serves on the Human Capital Committee, and is designated an SEC “audit committee financial expert.” She brings 30+ years in government IT services and finance leadership (HPE/HPE-Enterprise Services/DXC) and leads Crouther Consulting, LLC. Education: B.S. in Professional Accountancy (Mississippi State), finance certificate (SMU), Thunderbird Executive Development; Harvard Business School Corporate Director Certificate.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Ms. Crouther is independent under Nasdaq/SEC rules. All directors are independent except the CEO.
• Committee assignments: Audit Committee Chair; Human Capital Committee member. Audit met 8x in 2024; Human Capital met 6x.
• Financial expert: Ms. Crouther is designated an SEC “audit committee financial expert.”
• Attendance: Each director attended ≥75% of applicable Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
• Lead Independent Director: Dr. Srikant Datar serves as Lead Independent Director.
• Executive sessions: Board holds regular executive sessions of non-management directors.
• Risk oversight: Audit oversees financial reporting, internal controls, and ERM interfaces; Human Capital oversees compensation-related risks; Governance & Nominating oversees sustainability/governance and conflicts.

Fixed Compensation

• 2024 total director compensation (Crouther): $280,000; composed of $130,091 cash + $149,909 stock awards (grant-date fair value).
• Board compensation changes are periodically reviewed by Governance & Nominating; all non-employee director compensation (other than equity grant) paid in cash.

Performance Compensation

• Director equity is time-based RSUs; there are no director PSUs or performance metrics tied to director equity (performance metrics apply to NEO programs, not directors).

Other Directorships & Interlocks

• Current public board: Capri Holdings (Audit Chair; Compensation & Talent member).
• Interlocks: Human Capital Committee members (including Ms. Crouther) were not officers/employees; no executive officer of ICF served on the board/comp committee of an entity with an ICF executive on its board/comp committee.
• Related party transactions: None involving directors in 2024 above $120,000; Governance & Nominating reviews any such matters.

Expertise & Qualifications

• IT Modernization and Federal Sector: Three decades in government IT services with senior P&L and finance roles at HP/HPE/DXC.
• Financial Expertise: SEC-designated audit committee financial expert; extensive CFO/finance leadership background.
• M&A and Transformation: Led through HP/CSC transaction creating DXC; experienced in integrations.
• Governance/Board Leadership: Audit chair at Capri; committee experience at ICF.

Equity Ownership

Insider Trades (Form 4 signals)

Note: Beneficial ownership table in the 2025 proxy shows 6,862 shares as of April 10, 2025; differences vs. point-in-time Form 4 holdings can reflect vesting, tax withholding, and subsequent activity. https://www.nasdaq.com/market-activity/insiders/crouther-marilyn-c-1126944

Governance Assessment

• Positives for investor confidence

  • Strong independence profile; Audit Chair with SEC “financial expert” designation; robust committee workload and 2024 attendance ≥75%.
  • Director compensation is balanced (cash + time-vested RSUs), with strict prohibitions on hedging/pledging and clear stock ownership guidelines (5x cash retainer) met or on track.
  • No related party transactions; Human Capital Committee interlocks disclosure indicates no reciprocal comp-committee interlocks.
  • Board practices include regular executive sessions, Lead Independent Director, majority voting, clawback policies, and strong Say-on-Pay support (~98% in 2024), signaling shareholder-aligned governance.

• Potential risk indicators

  • Dual CEO/Chair structure persists (mitigated by Lead Independent Director and committee independence).
  • Director equity is time-based (no performance-conditioned director equity), though NEO equity includes PSAs; investors may prefer clearer performance linkage even for directors, but market practice often uses time-based director RSUs.

• RED FLAGS observed: None. No hedging/pledging, no related party transactions, no tax gross-ups, no option repricing, and strong attendance.

Director Compensation (Detail)

Committee Assignments & Meeting Load

Say-on-Pay & Shareholder Feedback

• Say-on-Pay support: ~98% of votes cast supported the program in 2024; annual vote continues.
• Stockholder engagement channels are disclosed (IR site, meetings, letters to Board).

Compensation & Clawback Policies (Framework reference)

• Clawbacks: Nasdaq-compliant compensation recovery policy covering cash and equity, with additional recovery triggers for fraud/detrimental conduct.
• Hedging/Pledging: Prohibited; no legacy pledges outstanding among directors.

Summary Implications

• As Audit Chair and financial expert, Crouther is central to financial reporting integrity and ERM oversight—positive for risk governance and investor confidence.
• Ownership alignment is supported by RSU grants and a stringent 5x retainer ownership guideline, with compliance on track; no hedging/pledging reduces misalignment risks.
• No conflicts or related-party exposure disclosed; attendance and committee participation are strong.