Srikant Datar
ICF InternationalAbout Srikant M. Datar
Dr. Srikant M. Datar is an independent director of ICF International, serving on the Board since 2006 and currently the Board’s Lead Independent Director. He is Dean of Harvard Business School (since 2021), age 71, and is recognized for expertise in technology, innovation, design thinking, and data science/AI, with prior roles as Arthur Lowes Dickinson Professor and leadership of Harvard Innovation Labs; he holds a Ph.D. in Business and M.S. in Statistics/Economics from Stanford, and a B.S. in Math & Economics from Bombay University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Dean; George F. Baker Professor of Administration | 2021–present | Oversees school and innovation initiatives; prior Faculty Chair for Harvard Innovation Labs (2015–2020) |
| Harvard Business School | Arthur Lowes Dickinson Professor | 1996–2020 | Academic leadership; research/teaching in data science/AI, innovation/design thinking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T-Mobile US, Inc. (NYSE: TMUS) | Director; Audit Committee Chair | 2013–present | Audit Chair since 2013 |
| Stryker Corporation (NYSE: SYK) | Director (Past) | 2009–2024 | Compensation; Nominating & Governance (2016–2024) |
| Novartis AG (NYSE: NVS) | Director (Past) | 2003–2021 | Audit & Compliance (member; Chair 2009–2016); Compensation (2008–2021); Risk (member; Chair 2016–2021) |
Board Governance
- Independence and roles: The Board affirms Dr. Datar’s independence under Nasdaq/SEC rules; he serves as Lead Independent Director and sits on the Audit and Governance & Nominating Committees .
- Committee expertise: He is designated an “audit committee financial expert” by the Board, and serves on the Audit Committee alongside other financially literate members .
- Board leadership and lead director responsibilities: As Lead Independent Director (since May 27, 2021), he facilitates executive sessions, coordinates agendas with the Chair/CEO, leads deliberations on control transactions, participates in CEO evaluation/succession, and addresses director performance concerns, among other duties .
- Attendance and engagement: In 2024 the Board met 8 times; Audit 8, Human Capital 6, Governance & Nominating 4; each director (including Dr. Datar) attended at least 75% of applicable meetings and the 2024 annual meeting .
- Executive sessions and governance hygiene: The Board holds regular executive sessions of non‑management directors and maintains majority voting and robust evaluations (including periodic external reviews) .
Fixed Compensation (Director Pay)
- Structure (2024): Non‑employee directors receive a $90,000 annual cash retainer; Lead Independent Director receives an additional $30,000; committee retainers per committee are: Audit $20,000 (Chair)/$12,000 (Member); Human Capital $10,000/$8,000; Governance & Nominating $10,000/$8,000 .
- Equity: Annual RSU grant of $150,000, granted first business day of July after the annual meeting, vesting quarterly on Sept 1/Dec 1/Mar 1/Jun 1; 2024 grant-date fair value per RSU $135.91 (rounded-down share count; cash paid for any remainder) .
- Program evolution: The cash retainer increased from $85,000 (2022) to $90,000 (2023) following a pay study; director equity stepped up from $120,000 (pre‑2021) to $145,000 (2021–2022) to $150,000 (2023+) .
| Director Compensation – Dr. Datar | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned/Paid in Cash ($) | 115,013 | 137,579 | 140,091 |
| Stock Awards ($) | 144,987 (RSUs) | 149,921 (RSUs) | 149,909 (RSUs) |
| Total ($) | 260,000 | 287,500 | 290,000 |
Notes: 2024 cash total is consistent with base ($90k) + Lead Independent ($30k) + committee memberships (Audit member $12k; Governance member $8k), with minor proration effects in the reported figure; equity RSUs vest quarterly and are time-based .
Performance Compensation
- Non‑employee director pay contains no performance‑based components; the annual equity grant is time‑vested RSUs (no options/PSUs or performance metrics disclosed for directors) .
| Performance Metric | Weighting | Threshold/Target/Max | Result/Payout |
|---|---|---|---|
| None for non‑employee directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Overlap/Relationship to ICF | Potential Interlock/Conflict Commentary |
|---|---|---|
| T‑Mobile US, Inc. | External public board; no ICF related‑party disclosure | No related‑party transactions reported by Board/management; independence affirmed . |
| Stryker (past); Novartis (past) | External public boards | Past service; no related‑party issues disclosed at ICF . |
Expertise & Qualifications
- Technology/AI/Analytics: Teaching and research spanning data science, machine learning, AI, and large transformation programs; recognized thought leadership aligned with ICF’s core domains .
- Financial/Governance: Extensive audit/compliance experience across multiple public boards; designated audit committee financial expert at ICF; recipient of 2020 NACD Public Company Director Award .
- Leadership/Education: Dean, Harvard Business School; long-standing academic leadership roles .
Equity Ownership
| Item | 2024 | 2025 (components disclosed) |
|---|---|---|
| Beneficial ownership | 41,177 shares (represents <1%) | Includes 41,602 shares held via two estate‑planning LLCs plus 2,001 shares held directly (aggregate included in total beneficial ownership; % not stated) |
| Ownership guidelines | Directors expected to hold 5x annual cash retainer ($450,000) within 4 years; as of Apr 10, 2024, each non‑employee director either met or is expected to meet | |
| Hedging/pledging | Directors are prohibited from short sales, hedging, and pledging; no directors have legacy pledging arrangements |
Governance Assessment
- Strengths supporting investor confidence:
- Long-tenured independent director with deep audit and risk oversight experience; designated audit financial expert; and serving as Lead Independent Director with clearly articulated responsibilities that enhance board independence and oversight .
- Strong engagement: directors attended ≥75% of meetings and the annual meeting; regular executive sessions of non‑management directors; robust board/committee evaluation processes (including external reviews) .
- Alignment and safeguards: director equity paid in stock with quarterly vesting; stringent stock ownership guidelines; prohibitions on hedging/pledging; no related‑party transactions disclosed; majority voting standard .
- Potential watch items:
- Multi‑board load: Continues as T‑Mobile Audit Chair; prior long service on Stryker/Novartis—no conflicts disclosed at ICF; monitor time demands and any client/vendor overlaps, though none are reported to affect independence .
- Director pay levels rose in recent years (cash retainer from $75k to $90k; equity to $150k), consistent with peer studies; mix remains balanced with meaningful equity, reducing concerns on misalignment .
Additional signals: Say‑on‑pay support has been strong (about 98% approval at 2024 meeting), indicating positive shareholder sentiment toward ICF’s overall pay program and governance, though this pertains to executives rather than directors .
RED FLAGS: None identified in company disclosures related to Dr. Datar—no related‑party transactions, hedging/pledging, option repricing, or attendance concerns reported .