Michelle Williams
ICF InternationalAbout Michelle Williams
Dr. Michelle A. Williams, age 63, has served on ICF International’s Board since 2021 and is currently a member of the Audit Committee; she is independent under Nasdaq and SEC rules. She is Professor of Epidemiology and Population Health at Stanford University and Adjunct Professor at Harvard T.H. Chan School of Public Health, with more than 35 years of public health leadership and nationally recognized expertise in epidemiology and analytics at the intersection of health, data, and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Epidemiology and Population Health | 2025–present | Academic leadership in population health research |
| Harvard T.H. Chan School of Public Health | Adjunct Professor | 2025–present | Teaching, research in epidemiology |
| Harvard T.H. Chan School of Public Health | Joan and Julius Jacobson Professor of Epidemiology and Public Health | 2023–2024 | Senior academic leadership |
| Harvard T.H. Chan School of Public Health | Dean; Angelopoulos Professor (Harvard Kennedy School) | 2015–2023 | School leadership; governance; external partnerships |
| Harvard T.H. Chan School of Public Health | Stephan B. Kay Family Professor; Chair of Epidemiology | 2011–2015 | Department leadership |
| University of Washington School of Public Health | Professor | 1992–2011 | Faculty leadership; research |
| Fred Hutchinson Cancer Research Center | Affiliate Investigator | 1992–2010 | Cancer epidemiology research |
| Williams Consulting, LLC | Principal | 2001–present | Advisory work in public health |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McLean Hospital | Director | 2019–present | Board service |
| Americares | Director | 2021–present | Board service |
| Mental Health Coalition | Director | 2023–present | Board service |
| AI4 Healthy Cities (Novartis Foundation) | Co-Chair, Expert Council | 2023–present | Health innovation advisory |
| MGH McCance Center | External Advisory Board Member | 2020–present | Precision health advisory |
| Tsinghua Univ. Vanke School of Public Health | International Advisory Board | 2020–present | Global public health advisory |
| Chulalongkorn University School of Global Health | Advisory Board Member | 2021–present | Global health advisory |
| National Academy of Medicine | Member | 2016–present | Professional recognition |
Board Governance
- Independence: The Board affirmatively determined Dr. Williams is independent; all directors are independent except the CEO .
- Committee assignments: Audit Committee member; Audit met 8 times in 2024. Audit Chair is Marilyn Crouther; Audit financial experts are Crouther, Datar, Van Handel (Williams is not designated as an audit committee financial expert) .
- Attendance and engagement: The Board held 8 meetings in 2024; each director attended at least 75% of applicable meetings and attended the 2024 annual meeting .
- Lead Independent Director and executive sessions: Dr. Srikant Datar is Lead Independent Director; the Board holds regular executive sessions of non-management directors .
- Stock ownership policy: Directors are expected to own stock valued at 5× annual cash retainer ($450,000) within 4 years; as of April 10, 2025, each non-employee director met or is expected to meet guidelines .
- Hedging/pledging: Directors are prohibited from hedging, short sales, and pledging; currently no directors have legacy pledging arrangements .
- Compensation governance: Human Capital Committee engages an independent compensation consultant and annually reviews pay practices; say-on-pay support was ~98% in 2024, indicating strong shareholder alignment .
- Related-party transactions: The company reports none >$120,000 in 2024 and notes no related party transactions by Board or management; Governance & Nominating Committee oversees any potential related person transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Paid quarterly in advance |
| Audit Committee member retainer | $12,000 | Chairs receive $20,000; members $12,000 |
| Lead Independent Director additional retainer | $30,000 | Not applicable to Williams |
| Michelle Williams – 2024 Cash Compensation | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 102,091 |
Performance Compensation
| Equity Award | Grant Value | Grant-date Fair Value/Share | Vesting Schedule |
|---|---|---|---|
| Annual RSU grant (Directors) | $150,000 | $135.91 per share | Vests in equal quarterly tranches on Sept 1, Dec 1, Mar 1, and Jun 1 following grant |
| Michelle Williams – 2024 Stock Awards | Amount ($) |
|---|---|
| Stock Awards (RSUs) | 149,909 |
Note: Director RSUs are time-based and not tied to performance metrics; all other payments are in cash .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
Expertise & Qualifications
- Education: A.B. Biology & Genetics (Princeton); M.S. Civil Engineering (Tufts); Sc.D. and S.M. in Epidemiology (Harvard T.H. Chan School of Public Health) .
- Technical expertise: Epidemiology, design thinking, analytics; health-data-technology intersection relevant to ICF’s public health work .
- Industry and governance: Extensive leadership across academic institutions and global health organizations; enhances oversight of analytics-driven public sector projects .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Basis |
|---|---|---|---|
| Michelle A. Williams | 4,501 | <1% | 18,411,115 shares outstanding as of April 10, 2025 |
- Ownership alignment: Director stock ownership guideline is 5× cash retainer ($450,000), to be achieved within 4 years; all non-employee directors met or are expected to meet the guideline as of April 10, 2025 .
- Hedging/pledging: Prohibited; no legacy pledging arrangements among directors .
Governance Assessment
- Strengths: Independent director with deep public health and analytics expertise; active Audit Committee participation; strong shareholder alignment via RSUs and robust ownership guidelines; no related-party transactions or hedging/pledging exposures disclosed .
- Engagement: Board and Audit met frequently in 2024; Williams met attendance thresholds; Board uses annual evaluations and maintains strong LID structure and executive sessions .
- Compensation alignment: 2024 director mix of cash ($102,091) and equity ($149,909) aligns with market practice; RSUs vest quarterly to reinforce long-term focus; company maintains compensation recovery policies exceeding Nasdaq requirements .
- RED FLAGS: None identified—no RPTs, no hedging/pledging, strong say-on-pay support (~98%) in 2024; Williams is not designated an audit committee financial expert, but serves alongside three financial experts (mitigates risk) .