Note 6 - Accounting for Stock-based Compensation

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

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

NOTE

6

- ACCOUNTING FOR STOCK 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,

2017,

the Company had approximately

1.8

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 on the calculated shares used in earnings per share (“EPS”) calculations.

During the

three

months ended

March

31,

2017,

the Company granted to its employees approximately

0.2

million shares in the form of RSUs and the equivalent value of approximately

0.2

million shares in the form of CSRSUs, each with a grant date fair value of

$41.30

.

The Company granted approximately

0.1

million shares in the form of performance-based share awards (“PSAs”) to its employees with a grant date fair value of

$38.81

per share. The RSUs, CSRSUs, and PSAs 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

2017

have a performance period from

January

1,

2017

through

December

31,

2019

and the performance conditions are consistent with the PSAs granted in the prior years, except for a lower assumed compounded annual growth rate in earnings per share during the performance period. The Company’s performance-based share program is further described in Note

13,

Accounting for Stock-Based Compensation

, of the Notes to the Consolidated Financial Statements in the Company’s Annual Report.

The Company recognized stock-based

compensation expense of

$3.5

million and

$3.2

million for the

three

months ended

March

31,

2017

and

2016,

respectively. Unrecognized compensation expense of approximately

$19.1

million as of

March

31,

2017

related to unsettled RSUs is expected to be recognized over a weighted-average period of

2.6

years. The unrecognized compensation expense related to CSRSUs totaled approximately

$18.4

million at

March

31,

2017

and is expected to be recognized over a weighted-average period of

2.6

years. Unrecognized compensation expense related to PSAs of approximately

$4.5

million as of

March

31,

2017

is expected to be recognized over a weighted-average period of

1.8

years.