Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

(d) On November 8, 2021, 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 announced the upcoming appointment of Dr. Michelle Williams to the Board. Effective December 1, 2021, Dr. Williams 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. Dr. Williams has been designated a member of the Audit Committee of the Board.

Dr. Williams currently serves as Dean of Faculty and Angelopoulos Professor, Public Health and International Development, Harvard T.H. Chan School of Public Health and Harvard Kennedy School. She is a renowned epidemiologist and public health scientist, as well as being an award-winning educator and widely recognized academic leader. Prior to becoming Dean in July 2016, Dr. Williams was a Professor and Chair of the Department of Epidemiology and Health Disparities Research Programs at Harvard's Clinical and Translational Sciences Center. Dr. Williams joined the Harvard staff after spending nineteen years at the University of Washington's ("UW") School of Public Health. During her time at UW, she was also very active in the center for Perinatal Studies at the Swedish Medical Center in Seattle, as well as being an affiliate investigator at the Fred Hutchinson Cancer Research Center in Seattle.

Dr. Williams received her undergraduate degree in biology and genetics from Princeton University in 1984. She has a master's degree in civil engineering from Tufts University and master's and doctoral degrees in epidemiology from the Harvard T.H. Chan School of Public Health.

There is no arrangement or understanding between Dr. Williams and any other person pursuant to which she was appointed as a director of the Company. In connection with her service, Dr. Williams will receive the Company's standard director's compensation package for 2021 received by the Company's current non-employee directors. Dr. Williams 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 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



99.1         Press Release dated November 9, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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