Randall Mehl
ICF InternationalAbout Randall Mehl
Independent director of ICF International since 2017 (Class III), age 57. He is President & Chief Investment Officer of Stewardship Capital LLC, with prior senior investing and research roles at Baird Capital Partners and Robert W. Baird. He chairs ICF’s Human Capital Committee, bringing capital deployment, M&A, and technology-enabled services expertise; education includes a B.S. from Bowling Green State University and an M.B.A. from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewardship Capital LLC | President & Chief Investment Officer | 2017–present | Leads family office investing in technology/services; capital deployment and governance experience . |
| Baird Capital Partners | Partner | 2005–2016 | Middle market buyouts; M&A and integration insights . |
| Robert W. Baird & Co. | Managing Director | 1996–2005 | Equity research/markets expertise . |
| Accenture | Business Systems Consultant | 1990–2003 | Technology and operations exposure . |
External Roles
| Company/Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Kforce, Inc. (NASDAQ: KFRC) | Director | 2017–present | Compensation Committee Chair (2022–present); Corporate Governance Committee member (2017–present); Nominating Committee member (2020–present); prior Audit member (2017–2022) . |
| Insperity, Inc. (NYSE: NSP) | Director | 2017–present | Compensation Committee member (2018–present); Finance, Risk Management & Audit Committee member (2017–2018) . |
| Krueger International | Director | 2024–present | Board service (private) . |
| Eastbrook Academy | Vice Chairman | 2020–present | Board leadership (non-profit) . |
Board Governance
- Independence: The Board determined Mr. Mehl is independent under Nasdaq/SEC rules .
- Committee roles: Chair, Human Capital Committee (HCC); HCC members during 2024 were Mehl, Marilyn Crouther, and Scott Salmirs; HCC met 6 times in 2024 .
- Attendance: In 2024, the Board met 8 times; HCC met 6 times. Each director attended at least 75% of applicable Board/committee meetings and attended the 2024 annual meeting .
- Board structure: Majority independent; Lead Independent Director (Dr. Srikant Datar); regular executive sessions of non-management directors .
- Risk/comp oversight: HCC oversees compensation-related risk; Audit oversees financial/cyber; Governance & Nominating oversees independence, related party reviews, and sustainability governance .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $108,091 | Includes $90,000 annual retainer plus committee retainers; HCC chairs receive $10,000 (in addition to $8,000 member fee). Cash paid quarterly in advance; pro-rata policies apply . |
| Equity (RSUs) | $149,909 | Annual RSU grant designed at $150,000; grant-date fair value per share $135.91; any rounding balance paid in cash . |
| Total (2024) | $258,000 | Sum may reflect role/assignment changes and rounding . |
Director fee schedule (for context): $90,000 annual director retainer; Lead Independent Director +$30,000; Audit Chair $20,000/Member $12,000; Human Capital Chair $10,000/Member $8,000; Governance & Nominating Chair $10,000/Member $8,000 .
Performance Compensation
Directors do not receive performance-based cash or option awards. Annual equity is time-vested RSUs with quarterly vesting over one year; no options are outstanding under the plan as of 12/31/2024 .
| Award | Grant Value and Mechanics | Vesting | Other Terms |
|---|---|---|---|
| Annual Director RSUs | Target $150,000; shares based on Nasdaq close on first business day of July; rounded down to whole shares; remainder in cash . | Vests in equal quarterly installments on Sept 1, Dec 1, Mar 1, and Jun 1 following the grant . | No dividend payments on unvested awards; plan prohibits repricing; no options outstanding as of 12/31/24 . |
Other Directorships & Interlocks
- Interlocks: ICF discloses no compensation committee interlocks; none of ICF’s executives served on boards/comp committees of entities with ICF executives reciprocally serving, during 2024 .
- Related-party transactions: None >$120,000 involving directors/executives in 2024; Governance & Nominating reviews related person transactions .
Expertise & Qualifications
- Finance and capital markets: Former partner at a PE buyout firm and MD in equity research; brings capital deployment and M&A integration expertise .
- Technology-enabled services: Board and investment experience in tech/services informs ICF’s strategy and risk oversight .
- Compensation oversight: Chairs ICF’s HCC; committee engages independent consultants and applies robust clawback and stock ownership policies .
- Education: B.S., Bowling Green State University; M.B.A., University of Chicago Booth .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (ICF) | 15,754 shares; <1% of outstanding . |
| Director stock ownership guideline | 5x annual cash retainer ($450,000 expected within 4 years); all non-employee directors meet or are on track as of April 10, 2025 . |
| Hedging/pledging | Prohibited for directors; no legacy pledges outstanding . |
| Equity plan context | Company-wide, 310,382 awards outstanding (RSUs/PSAs, incl. 3,306 director RSUs); 1,016,040 shares remaining for issuance as of 12/31/24; no options outstanding . |
Governance Assessment
- Positives and investor-alignment signals:
- Independent director; chairs Human Capital Committee (key for pay-for-performance governance) .
- Strong board hygiene: majority independent, Lead Independent Director, regular executive sessions, robust evaluation process .
- Compensation practices: annual Say-on-Pay support ~98% in 2024; clawback policy exceeds Nasdaq Rule 5608; anti-hedging/pledging; no tax gross-ups; no option repricing .
- Attendance and engagement: each director ≥75% meeting attendance in 2024; HCC met 6x; active committee leadership .
- Conflicts: no related-party transactions; independence affirmed; related person screening in place .
- Watch items:
- Multiple external public company directorships (KFRC, NSP) require time management; no interlock issues disclosed at ICF, and service brings relevant human capital/compensation insights .
RED FLAGS: None identified in filings—no related-party transactions, no hedging/pledging, strong Say-on-Pay outcomes, and robust clawback/ownership policies .