Michael Van Handel

About Michael J. Van Handel

Independent director since 2017 and former EVP/CFO of ManpowerGroup; age 65. He serves on ICF’s Audit Committee and chairs the Governance and Nominating Committee, and is designated an “audit committee financial expert” under SEC rules. Education: B.S. in Accounting (Marquette University) and MBA in Banking & Finance (University of Wisconsin–Madison). The Board has determined he is independent under Nasdaq and SEC rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member and Governance & Nominating Committee Chair; designated audit committee financial expert. Lead Independent Director of the Board is Dr. Srikant Datar.
• Independence: Board affirmed independence of Mr. Van Handel and other non-management directors; CEO John Wasson is the only non-independent director.
• Attendance and engagement: Board met 8 times in 2024; Audit 8, Human Capital 6, Governance & Nominating 4; each director attended at least 75% of applicable meetings and attended the 2024 annual meeting. Board holds regular executive sessions of non-management directors.
• Governance quality signals: Majority voting standard; director continuing education policy; annual board/committee evaluations (external evaluation in 2023); robust ERM oversight; no stockholder rights plan.

Fixed Compensation

• 2024 cash retainer schedule for non-employee directors: | Component | Amount | |---|---| | Annual Director Retainer (cash) | $90,000 | | Lead Independent Director Retainer | $30,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $12,000 | | Human Capital Committee Chair | $10,000 | | Human Capital Committee Member | $8,000 | | Governance & Nominating Chair | $10,000 | | Governance & Nominating Member | $8,000 |

• Program notes: Cash fees paid quarterly in advance; pro-rated on departure/appointment; directors employed by ICF receive no additional board pay.

• Director-specific cash earned (trend): | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Fees Earned Paid in Cash ($) | $110,066 | $117,219 | $120,091 |

Performance Compensation

• RSU program (time-based, not performance-based): Annual RSU grant of $150,000 to non-employee directors; granted on the first business day of July following the annual meeting; vests in equal quarterly increments on September 1, December 1, March 1, and June 1 over one year.

• Grant-date fair value per share and vesting schedule references: | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | RSU Grant Value ($) | $145,000 program amount | $150,000 program amount | $150,000 program amount | | Grant-Date Fair Value/Share | $94.79 | $127.81 | $135.91 | | Vesting Schedule | Quarterly on 9/1, 12/1, 3/1, 6/1 | Quarterly on 9/1, 12/1, 3/1, 6/1 | Quarterly on 9/1, 12/1, 3/1, 6/1 |

• Director-specific equity awards (trend): | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Stock Awards ($) | $144,934 | $149,921 | $149,909 | | Total Compensation ($) | $255,000 | $267,140 | $270,000 |

• Hedging/pledging alignment: Company prohibits short sales, hedging, and pledging for directors; no directors currently maintain legacy pledging arrangements.

Other Directorships & Interlocks

Related-party oversight: Governance & Nominating Committee reviews related person transactions; Company states neither Board nor management engaged in related party transactions.

Expertise & Qualifications

• Core skills: Financial reporting, capital markets, planning analysis, and M&A from tenure as public company CFO; governance and risk management experience as director and senior executive.
• Audit committee financial expert designation (SEC/Nasdaq).
• Education: B.S. Accounting (Marquette); MBA Banking & Finance (UW–Madison).

Equity Ownership

*Represents beneficial ownership of less than 1%; outstanding shares basis noted in each proxy table.

• Director stock ownership guidelines: Non-employee directors are expected to hold shares valued at 5× annual cash retainer ($450,000 based on $90,000), to be achieved within 4 years; as of April 10, 2024, all non-employee directors either met or were expected to meet the guideline.

Governance Assessment

• Strengths: Independent director with deep finance/M&A background; chairs Governance & Nominating and serves on Audit with “financial expert” designation—supports board oversight quality. Majority voting standard, regular executive sessions, strong Lead Independent Director, and robust ERM process bolster investor confidence.

• Alignment: Time-based RSUs and prohibited hedging/pledging align director incentives with long-term shareholders; stock ownership guidelines reinforce skin-in-the-game.

• Attendance/engagement: Meets attendance expectations; participates in board evaluations and director education policies.

• Conflicts/related parties: No related-party transactions; Governance & Nominating oversight of such matters reduces conflict risk; current external boards do not indicate direct competitive interlocks with ICF’s core markets.

• Signals: High Say-on-Pay support (98% in 2024) reflects overall shareholder alignment in compensation governance, indirectly positive for board oversight credibility.