Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On September 1, 2020, the Board of Directors (the "Board") of ICF
International, Inc. (the "Company") increased the size of the Company's Board
from eight (8) to nine (9) members and appointed Ms. Marilyn Crouther to the
Board. Effective September 2, 2020, Ms. Crouther shall be a Class II director,
serving until the Company's annual meeting of stockholders in 2023, subject to
her prior death, resignation or removal from office as provided by law. Ms.
Crouther has been designated a member of the Audit Committee of the Board.
Ms. Crouther currently serves as CEO & Principal at Crouther Consulting LLC,
which provides consulting services to information technology ("IT") companies,
corporate executives, and small businesses. She has more than 30 years of
experience in the IT industry. She previously served as Senior Vice President
and General Manager for Hewlett Packard Enterprise - Enterprise Services' $3
billionU.S. Public Sector business. She also played a pivotal role in the
merger of Hewlett Packard Enterprise - Enterprise Service and Computer Sciences
Corporation, leading to the creation of a new company, DXC Technology. Ms.
Crouther was appointed by the Commonwealth of Virginia Senate Committee on Rules
to the Innovation and Entrepreneurship Investment Authority. She serves on the
Board of Directors for the Center for Innovative Technology and the Information
Technology Senior Management Forum.
Ms. Crouther earned a Bachelor of Professional Accountancy from Mississippi
State University. She is a graduate of the Southern Methodist University Finance
Certificate Program and the Thunderbird Executive Development Program. She is a
Certified Public Accountant and a member of the Texas Society of Public
There is no arrangement or understanding between Ms. Crouther - and any other
person pursuant to which she was appointed as a director of the Company. In
connection with her service, Ms. Crouther will receive the Company's standard
director's compensation package for 2020 received by the Company's current
non-employee directors, as discussed in the Company's Proxy Statement filed on
April 17, 2020, prorated for the time she serves during 2020. Ms. Crouther does
not have any other current or proposed material arrangements or transactions
with related person to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release containing this announcement is attached hereto as Exhibit
Item 9.01 Financial Statements and Exhibits
99.1 Press Release dated September 1, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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