CEO John Wasson's total reported compensation of approximately $6.86 million is reasonable for a CEO at a roughly $1.2 billion market-cap professional-services firm, and the program is heavily variable — the proxy discloses that 85.3% of the CEO's total pay opportunity is at-risk based on performance and stock price, well above the 50-60% threshold our policy favors. The committee also took meaningful restraint steps in 2025: it froze base salaries for all executives, temporarily cut them by 20% during the federal government shutdown, and voluntarily reduced earned bonuses by an additional 5% — demonstrating that the pay program does respond to adverse business conditions rather than shielding executives from shareholder pain. While ICF's stock has significantly underperformed its peers over three years, much of that underperformance reflects an unprecedented collapse in federal government contracting activity driven by external policy changes, and the committee's visible downward adjustments show meaningful pay-for-performance alignment rather than a disconnected incentive structure.

Grant Thornton charged only audit fees in 2025 with zero non-audit, audit-related, or tax fees, so the non-audit fee ratio is 0% — well within the 50% threshold; the firm has served since ICF went public in 2006 (approximately 20 years), which is below the 25-year tenure trigger; Grant Thornton is a large national firm appropriate for a $1.2 billion company, and no material restatements are disclosed.