Note 6 - Accounting for Stock-based Compensation

3 Months Ended

Mar. 31, 2016

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 6. Accounting for Stock-Based Compensation

The ICF International, Inc. 2010 Omnibus Incentive Plan (as amended, the “Omnibus Plan”) provides for the granting of options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash-based awards, and other stock-based awards to all officers, key employees, and non-employee directors of the Company. As of March 31, 2016, the Company had approximately 2.2 million shares available for grant under the Omnibus Plan. Cash-settled RSUs (“CSRSUs”) have no impact on the shares available for grant under the Omnibus Plan, and have no impact on the calculated shares used in earnings per share (“EPS”) calculations.

The Company recognized stock-based compensation expense of $3.2 million and $4.0 million for the three months ended March 31, 2016 and 2015, respectively. Unrecognized compensation expense of approximately $20.0 million as of March 31, 2016, related to unvested stock options and unsettled RSUs, is expected to be recognized over a weighted-average period of 2.9 years. The unrecognized compensation expense related to CSRSUs totaled approximately $17.7 million at March 31, 2016 and is expected to be recognized over a weighted-average period of 3.0 years. Unrecognized compensation expense related to performance-based share awards (“PSAs”) of approximately $3.6 million as of March 31, 2016 is expected to be recognized over a weighted-average period of 2.3 years.

During the three months ended March 31, 2016, the Company granted approximately 0.2 million shares in the form of RSUs and approximately 0.2 million shares in the form of CSRSUs with a grant date fair value of $34.24. The Company granted approximately 0.1 million shares in the form of PSAs to its employees with a grant date fair value of $37.21. The awards granted are generally subject to service-based vesting conditions, with the PSAs also having performance-based vesting conditions. The performance conditions for the PSAs granted in 2016 have a performance period from January 1, 2016 through December 31, 2018 and the performance conditions are consistent with the PSAs granted in 2015. The Company’s performance-based share program is further described in Note K,

Accounting for Stock-Based Compensation

, of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.