Scott Salmirs
ICF InternationalAbout Scott Salmirs
Scott Salmirs is President and Chief Executive Officer of ABM Industries Incorporated and an independent director of ICF International. He joined ICF’s Board in 2021 and was age 62 as of December 31, 2024 . He brings executive leadership experience in facilities services and prior roles in finance and real estate, with expertise spanning governance, risk management, technology/innovation, sales and marketing, capital markets, M&A, and clean energy initiatives . He serves on ICF’s Human Capital Committee and Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABM Industries (NYSE: ABM) | President & CEO | 2015–present | Executive leadership with clean energy, capital markets, and M&A experience |
| ABM Industries | EVP | 2014–2015 | Transformation and growth leadership |
| ABM Onsite Services, Northeast | EVP | 2003–2014 | Operations leadership |
| Lehman Brothers | Senior Vice President | 2001–2003 | Capital markets/finance experience |
| Goldman Sachs | Vice President | 1998–2001 | Capital markets/finance experience |
| CBRE (Insignia/Edward S. Gordon) | Managing Director | 1993–1998 | Real estate services leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABM Industries | Executive Director (Board) | 2015–present | Public company directorship |
| Partnership for New York City | Board Member | 2018–present | Civic engagement |
| Outreach Project | Board Member | 2007–present | Community service |
| Donate 8 | Founding Board Member | 2014–present | Philanthropy |
| LiveOnNY | Board Member | 2024–present | Healthcare/non-profit |
| SUNY Oneonta | Board Advisory Council | 2007–present | Academic advisory |
Education: B.S. in Economics (SUNY Oneonta); M.B.A. (SUNY Binghamton) .
Board Governance
- Independence: The Board affirmatively determined that Mr. Salmirs is independent under Nasdaq and SEC rules .
- Committees: Member, Human Capital Committee; Member, Governance & Nominating Committee .
- Committee mandates:
- Human Capital Committee: executive compensation and related oversight (no interlocks or insider participation) .
- Governance & Nominating: director nominations, board/committee evaluation, director pay recommendations, senior management succession, related-person transaction approvals, sustainability/governance oversight .
- Meetings and attendance (2024): Board (8), Audit (8), Human Capital (6), Governance & Nominating (4). Each director attended at least 75% of applicable meetings and attended the 2024 annual meeting .
- Engagement and oversight environment: Regular executive sessions of non-management directors; strong Lead Independent Director role defined in Corporate Governance Guidelines .
Fixed Compensation (Director)
Standard Director Fee Schedule (2024)
| Component | Amount |
|---|---|
| Annual retainer (non-employee director) | $90,000 |
| Lead Independent Director retainer | $30,000 |
| Committee retainer – Audit (Chair / Member) | $20,000 / $12,000 |
| Committee retainer – Human Capital (Chair / Member) | $10,000 / $8,000 |
| Committee retainer – Governance & Nominating (Chair / Member) | $10,000 / $8,000 |
Actual Director Compensation – Scott Salmirs
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $106,091 | $149,909 | — | $256,000 |
| 2023 | $103,579 | $149,921 | — | $253,500 |
Notes: All non-equity director compensation is paid in cash quarterly in advance; cash/role totals may vary with committee assignments .
Performance Compensation (Director Equity)
| Grant Type | Target Value | Grant Mechanics | Fair Value/Share | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | $150,000 | Number of RSUs = $150,000 ÷ closing price on first business day of July after annual meeting; rounded down; cash paid for remainder | $135.91 (2024) | Time-based; equal quarterly tranches on Sep 1, Dec 1, Mar 1, Jun 1 | Directors receive RSUs (no options); all other payments in cash |
No director performance-conditioned metrics are used in annual director equity grants; awards are time-vested RSUs (not PSUs/options) .
Other Directorships & Interlocks
- Current public company board: ABM Industries (Executive Director) .
- Committee interlocks: Human Capital Committee members (including Salmirs) had no interlocks or insider participation; no executives served on compensation committees of entities where ICF executives serve on the board .
Expertise & Qualifications
- Board profile: Executive leadership, governance, risk management, technology/innovation, sales and marketing, financial and capital markets, M&A, and clean energy initiatives .
- Rationale for ICF Board: Track record in transformative strategies and sustained growth; active community and charitable engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As Of |
|---|---|---|---|
| Scott Salmirs | 6,403 | <1% | April 10, 2025 |
Ownership Alignment Policies
- Director stock ownership guideline: 5x annual cash retainer (strongly encouraged ~ $450,000), to be achieved within 4 years; as of April 10, 2025, each non-employee director either met or is expected to meet the guideline .
- Hedging/pledging: Prohibited; no directors currently have legacy pledging arrangements .
Governance Assessment
- Independence and committees: Salmirs is independent and serves on both the Human Capital and Governance & Nominating committees—key levers for pay, board composition, succession planning, and related-party oversight .
- Attendance and engagement: Board held 8 meetings; committee cadence robust (Audit 8; Human Capital 6; Governance & Nominating 4). All directors met the ≥75% attendance threshold and attended the annual meeting—adequate engagement signal .
- Compensation alignment: Director pay mix is equity-heavy (time-vested RSUs at ~$150k) plus cash retainer/committee fees, aligning directors with long-term shareholder value without performance gaming; no options; no meeting fees .
- Ownership discipline: 5x retainer stock guideline with a 4-year ramp; compliance/on-track status for all non-employee directors; hedging/pledging bans reduce misalignment risk .
- Conflicts/interlocks: Governance & Nominating oversees related-party approvals; proxy highlights no related party transactions; Human Capital interlocks disclosure clean—no reciprocal comp committee interlocks .
- Compensation governance environment: Human Capital Committee engages an independent compensation consultant and maintains clawback policies compliant with Nasdaq (applicable to executives; indicative of strong pay governance) .
RED FLAGS
- None observed in the proxy regarding related-party transactions, pledging/hedging, or interlocks; attendance threshold met .
Contextual shareholder feedback
- Say-on-Pay support previously reported at approximately 94% (2024 proxy), indicating strong shareholder backing of compensation governance (for executives) .
Sources: 2025 DEF 14A unless noted; 2024 DEF 14A used for detailed biography/education and prior-year compensation.
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