Form 4: ICF International CEO Vests Performance Shares
Insider Transaction Report
ICF International's CEO, John Wasson, vested 17,272 performance shares, with 6,283 shares withheld for tax obligations.
Summary
- John Wasson, CEO & President and Director of ICF International, Inc. (ICFI), reported changes in his beneficial ownership of common stock.
- On January 20, 2026, Wasson acquired 17,272 shares of common stock through the vesting of a performance share award.
- This award was granted in 2023 and was contingent upon the achievement of specific performance criteria, which have been met.
- Concurrently, 6,283 shares were disposed of (withheld) to satisfy the related tax liability at a price of $94.53 per share.
- Following these transactions, Wasson directly holds 11,220 common shares.
- Indirect beneficial ownership includes 716 shares by his spouse, 12,739 shares by the John M. Wasson Remainder Trust 2022, and 79,134 shares by the John M. Wasson Rev. Trust.
Sentiment
Score: 7
Explanation: The vesting of performance shares indicates successful achievement of previously set performance criteria, which is generally a positive signal for the company's operational execution. The associated tax withholding is a routine event.
Positives
- The vesting of 17,272 performance shares indicates that ICF International successfully met specific performance criteria established in 2023.
- This transaction demonstrates alignment between the CEO's compensation and the company's achievement of strategic objectives.
Negatives
- No explicit negative points are identified in this Form 4 filing.
Risks
- No specific risks are mentioned in this Form 4 filing, as it primarily reports an executive's stock transactions.
Future Outlook
This Form 4 filing reports an individual executive's stock transactions and does not contain forward-looking statements or guidance regarding the company's future performance.
Management Comments
- No direct management comments or notable quotes are provided in this Form 4 filing.
Industry Context
This Form 4 filing details a routine insider transaction related to executive compensation and does not provide information relevant to broader industry trends or competitive analysis.
Comparison to Industry Standards
- Not applicable as this filing reports an individual executive's stock transactions, not company performance metrics for industry comparison.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| NA | NA | NA | NA | No management changes are reported in this filing. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| NA | No changes in bylaws, committees, policies, or procedures are reported in this filing. | NA | NA |
Legal Proceedings
- No legal proceedings or regulatory matters are mentioned in this filing.
Related Party Transactions
- Indirect beneficial ownership is reported through the John M. Wasson Remainder Trust 2022 (12,739 shares) and the John M. Wasson Rev. Trust (79,134 shares), which are related parties to the reporting person.
Stakeholder Impact
- Shareholders: The vesting of performance shares for the CEO suggests that the company has met its performance targets, which could be viewed positively as an indicator of operational success.
- Management: The CEO's compensation structure is being realized, aligning his interests with long-term company performance and shareholder value.
Next Steps
- No specific future actions, events, or milestones are mentioned in this filing.
Key Dates
| Date | Description |
|---|---|
| 01/20/2026 | Transaction date for the acquisition of performance shares and disposition for tax withholding. |
| 01/22/2026 | Date the Form 4 was signed by the reporting person's attorney-in-fact. |
Keywords
ICF International, ICFI, John Wasson, CEO, Director, Performance Shares, Stock Vesting, Insider Transaction, Executive Compensation, Form 4
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