Business Context and Reporting Period
This Form 8-K Current Report was filed by ICF International, Inc. on March 10, 2023. The filing addresses Item 5.02 regarding the appointment of a new Principal Accounting Officer (PAO) and Corporate Controller.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive personnel changes and compensation arrangements.
Material Changes
The primary material change reported is the appointment of Mr. Ranjit S. Chadha as Vice President, Corporate Controller, and Principal Accounting Officer, effective April 1, 2023. This appointment concludes an interim period that began in October 2022 following the resignation of the previous PAO, Mr. Donald J. Terreri, and the interim assumption of duties by CFO Barry Broadus.
Management Commentary and Compensation
Mr. Chadha, age 52 and a CPA, joined the company in October 2022 as Interim Controller. His background includes roles as Chief Accounting Officer at Dentsply Sirona Inc. and Senior Vice President at Leidos. The filing states no new compensation plans were adopted for this appointment. His current compensation package includes:
- Base salary: $350,000
- Annual incentive opportunity: Targeted at 40% of base salary
- Long-term incentive opportunity: Targeted at 40% of base salary
- Severance agreement: Consistent with terms for other named executive officers, including enhanced benefits upon qualifying separations within twelve months of a change in control.
Investor Verification Checklist
- Verify the effective date of Mr. Chadha's appointment (April 1, 2023).
- Review the full text of the severance letter agreement referenced as Exhibit 10.1 to the February 27, 2020 Form 8-K.
- Confirm the absence of any undisclosed related-party transactions or family relationships involving Mr. Chadha.