Sergio Ostria
ICF InternationalAbout Sergio Ostria
Sergio Ostria is Executive Vice President – Growth, Marketing & Innovation at ICF, a role he has held since January 2020. He is 62 years old (as of Dec 31, 2024) and holds an M.A. in Economics from The George Washington University and a B.A. in Economics from the University of Maryland . He previously led ICF’s Energy, Aviation & Infrastructure group and multiple energy/environment/transportation businesses dating back to 1999, and earlier held roles at Hagler Bailly and Apogee Research, among others . Company performance in 2024 included total revenues up 2.9% to $2.02B, operating income up 25.3% to $165.8M, net income up 33.4% to $110.2M, and diluted EPS of $5.82 (vs $4.35 in 2023); the Annual Incentive financial component paid at 120.82% with Adjusted EPS of $7.12 vs a $6.31 target and revenue of $2,019.8M vs a $2,065.0M target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICF | EVP – Growth, Marketing & Innovation | 2020–present | Enterprise growth, marketing, innovation leadership |
| ICF | Group Leader, Energy, Aviation & Infrastructure (EAI) | Pre‑2020 (most recent group role) | Led ~1,400 professionals across energy markets, energy efficiency, environmental planning, aviation consulting |
| ICF | Group Leader, Energy, Environment & Transportation | 2011–2015 | Led integrated energy/environment/transport practices |
| ICF | Group Leader, Energy, Climate & Transportation | 2008–2011 | Led climate and transportation strategy/services |
| ICF | Group Leader, Environment, Transportation & Regulation | 2006–2008 | Led regulatory/transport/environment practices |
| ICF | Transportation Practice Lead | 1999–2006 | Built and ran transportation consulting practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hagler Bailly, Inc. | Principal | 1997–1999 | Energy, environmental, transportation consultancy leadership |
| Apogee Research, Inc. | Vice President | 1996–1997 | Transportation and environmental consultancy (acquired by Hagler Bailly in 1997) |
| DRI/McGraw-Hill | Senior Associate | Not specified | Analytics/economic consulting experience |
| Jack Faucett Associates, Inc. | Senior Analyst | Not specified | Transportation/economic analysis |
| Energy and Environmental Analysis | Analyst | Not specified | Energy/environment analysis early career role |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) | All Other Comp. ($) |
|---|---|---|---|---|---|
| 2021 | 444,685 | — | 222,343 | 257,197 | 12,262 |
| 2024 | 488,255 | 50% | 244,128 | 334,012 | 14,941 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Results
| Component / Metric | Weighting | Target | Actual | Payout Result |
|---|---|---|---|---|
| Adjusted EPS (Corporate) | 50% | $6.31 | $7.12 | Included in financial component |
| Company Gross Revenue (Corporate) | 30% | $2,065.0M | $2,019.8M | Included in financial component |
| Financial Component (Corporate total) | 80% | — | — | 120.82% |
| Individual Performance | 20% | 20% | 16% | 16% |
| AIP Bonus Outcome | — | — | — | $334,012 |
Notes:
- 2024 AIP weightings for non-group NEOs: 80% financial (EPS 50%, revenue 30%) and 20% individual goals; Ostria’s individual result approved at 16% of 20% .
- AIP target percentage of salary: 50% for Ostria in 2024 .
Long-Term Incentives – 2024 Grants and Vesting
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| 3/20/2024 | PSA (2024–2026 program, target) | 1,270 | 211,811 | Earned on 2-yr PSA Adjusted EPS (Initial Period) and 3-yr rTSR modifier (Secondary Period); shares eligible to vest after 12/31/2026 |
| 3/20/2024 | RSU (annual) | 1,270 | 193,789 | Time-based: 25% on 3/20/2025; 25% on 3/20/2026; 50% on 3/20/2027 |
| 3/20/2024 | RSU (special retention) | 1,625 | 247,959 | Time-based: 25% on 3/20/2025; 25% on 3/20/2026; 50% on 3/20/2027 |
Additional context:
- 2024 LTI mix: continued 50% PSAs / 50% RSUs; PSAs tied to PSA Adjusted EPS (Initial Performance Period: 1/1/2024–12/31/2025) and rTSR modifier (Secondary Period: 1/1/2024–12/31/2026) with vesting post-Secondary Period .
- Stock vested during 2024: 4,812 shares; value realized $675,808 .
- For earlier PSAs, the 2023 grant’s Initial EPS performance was approved at 150% of target (subject to rTSR modifier through 12/31/2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 23,325 shares as of April 10, 2025 (<1% of outstanding) |
| Unvested RSUs at 12/31/2024 | 1,028 (footnote 5) – $122,548; 1,331 (6) – $158,669; 1,270 (7) – $151,397; 1,625 (7) – $193,716 (per-share value $119.21) |
| Unearned PSAs at 12/31/2024 | 2,308 (2022 grant) – $275,137; 1,775 (2023 grant) – $211,598; 1,270 (2024 grant) – $151,397 (per-share value $119.21) |
| Ownership Guidelines | NEOs must hold stock equal to 2x base salary; shares held outright and unvested RSUs count; 5-year compliance window; each NEO met or is expected to meet guidelines as of April 10, 2025 |
| Hedging/Pledging | Prohibited; comprehensive policy restricts hedging, pledging, and margin accounts; grant agreements prohibit pledging/assignment |
| Expected Vesting Windows (Selling Pressure) | Multiple RSU tranches vest on 3/20/2025, 3/20/2026, and 3/20/2027 for 2023/2024 awards (25%, 25%, 50% schedule), potentially creating periodic liquidity events for tax-withholding and portfolio management |
Employment Terms
| Scenario | Elements | Amounts (Ostria) |
|---|---|---|
| Termination Without Cause (not in CoC) | Bonus payment (target), salary continuation (~12 months), welfare benefits, outplacement, unvested awards treatment | $244,128; $488,255; $14,664; $3,000; $488,612 (valued at $119.21/share) |
| Change of Control (CoC) + termination without cause or for good reason (within 12 months) | 24 months salary; target bonus for year of termination; COBRA-level benefits during severance period; outplacement; equity per plan (RSUs accelerate; PSAs vest at target EPS and actual rTSR through termination) | Pro rata bonus target $488,255; severance payment $976,510; welfare $21,996; outplacement $3,000; unvested awards $1,190,640 (valued at $119.21/share) |
| Death/Disability | Unvested RSUs vest; PSAs vest based on target EPS and actual rTSR measured through event date | PSAs/RSUs vesting per plan; unvested awards value $1,190,640 (at 12/31/2024 share price) |
| Retirement | PSAs vest pro rata based on actual EPS and rTSR for the applicable performance period; other equity vests as if voluntary resignation (non-CEO) | Treatment disclosed; amounts depend on performance and timing |
| Clawbacks | Nasdaq-compliant compensation recovery policy plus plan-level recovery for fraud/detrimental conduct; applies to cash and equity | Policy in place |
| Tax Gross-ups | None provided | Not provided |
Notes:
- Severance letter agreements effective for Ostria since Feb 27, 2020; double-trigger applies for CoC-related benefits .
- Insider trading policy prohibits trading on MNPI; hedging/short sales and pledging are barred .
Performance & Track Record
- 2024 financial outcomes: Revenues up 2.9% to $2.02B; operating income up 25.3%; net income up 33.4%; diluted EPS $5.82; contract awards of $2.5B, reflecting continued YoY growth .
- AIP results: Corporate financial component paid at 120.82% based on Adjusted EPS above target and revenue slightly below target; Ostria’s individual performance approved at 16% of the 20% weighting .
- LTI metrics emphasize multi-year execution: PSAs use 2-year Adjusted EPS and 3-year rTSR modifier; 2023 PSAs’ Initial EPS performance certified at 150% of target (subject to rTSR through 2025) .
Compensation Structure Analysis
- Mix and at-risk pay: Structure balances base salary, annual cash incentive (80% financial, 20% individual), and LTI split 50% PSAs/50% RSUs with back-loaded vesting (25%, 25%, 50%) to reinforce retention and long-term value creation .
- Retention emphasis: Special 2024 RSU grant to Ostria with 3/20/2025–2027 vesting underscores retention in a critical growth/innovation role .
- No options, no repricing: Program uses RSUs/PSAs; repricing and cash buyouts of underwater awards prohibited .
- Governance guardrails: Clawbacks, no tax gross-ups, hedging/pledging prohibited; ownership guidelines with hold-until-compliant requirements align executives with shareholders .
Related Party Transactions and Red Flags
- Related party transactions: None in the last fiscal year involving directors/executive officers above $120,000, other than standard compensation arrangements .
- Hedging/pledging: Prohibited (alignment positive) .
- Option repricing: Prohibited .
- Say-on-Pay: Program presented annually; committee uses independent consultant; peer benchmarking applied (specific vote percentages not cited) .
Investment Implications
- Alignment: Ostria’s pay is meaningfully at-risk via AIP tied 80% to financials (EPS and revenue) and PSAs tied to multi-year Adjusted EPS and rTSR, with ownership guidelines and no hedging/pledging—supportive of shareholder alignment .
- Retention and potential selling pressure: Multiple RSU tranches vest each March (25/25/50 schedule) from annual and special 2024 grants, creating predictable vest-driven liquidity windows, though company policy and guidelines require holding until ownership thresholds are met .
- Change-of-control economics: Double-trigger severance equates to 2x salary plus target bonus and benefits, with equity acceleration per plan; this is moderate by market norms and could reduce departure risk in strategic events while preserving performance linkage for PSAs via rTSR/EPS mechanics .
- Execution signals: 2024 financial over-delivery on EPS and strong operating profit growth drove above-target AIP financial payout; 2023 PSAs’ EPS performance certified at 150% of target indicates momentum against internal EPS goals, pending the rTSR modifier .