Board & Management
- Director skill sets cover a well-rounded range of topics
- Board disclosures include committee composition, charters, bylaws and bios, among other materials
- All directors are elected annually by a majority vote standard
- Six out of 10 directors are women and three out of 10 are persons of color
- Four out of 10 directors have a tenure of five years or less
- All directors are reviewed annually via performance evaluations that include confidential oral assessments
- Director compensation is disclosed in the Proxy Statement
- The Board has oversight of ESG matters led by the Nominating and Corporate Governance Committee
- Directors participate in continuing education sessions at least annually
- Formal limits on number of outside public company boards
- No poison pill
Women in the Board Room
Two of ICE’s female directors discuss why having women on the Board makes a difference
Management
Executive compensation is discussed extensively in our Proxy Statement and is weighted toward performance based factors that are aligned with our company goals.
- Compensation is fully disclosed for Named Executive Officers
- Executives have mandatory stock ownership requirements
- Compensation clawback policy in place
- Our Compensation Committee is fully independent
- Anti-hedging and anti-pledging policies
- Compensation Committee assisted by an independent compensation consultant
Investors
We have a robust shareholder engagement program, which includes sustainability-focused engagement with our shareholders. In our shareholder conversations, we receive input on a range of topics, including executive compensation programs, board refreshment and evaluation, board diversity, cybersecurity and risk management, human capital management and sustainability.
- One-tier stock - one share, one vote
- Fully independent Audit Committee
- Audit fees disclosed annually
Well rounded skill sets
We believe that each of our current Board members has unique experiences and skill sets that give ICE stockholders a well-rounded leadership team. Taken together, the backgrounds and skill sets of our Board positions them for effective oversight and strategic counsel to management.
Board member backgrounds cross a wide range of perspectives
- Strategic planning
- Mergers and acquisitions
- International markets
- Corporate governance
- Finance and accounting
- Financial market regulation
- Mortgage
- Public policy
- Risk management
- Technology
- Cybersecurity
- Business operations
- Organizational and human capital management
Diversity
We believe that ICE benefits from having directors with diverse viewpoints, backgrounds, experiences, skill sets and other demographics. The Nominating and Corporate Governance Committee seeks to create a Board of Directors that consists of a diverse group of qualified individuals that function effectively as a group. Diversity is an important factor in consideration of potential and incumbent directors. The committee considers a number of demographics including, but not limited to, race, gender, ethnicity, culture and nationality in seeking to develop a Board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise.
Efforts to refresh and diversify our Board in recent years have resulted in a board of 10 directors that is 60% female and 30% persons of color.
| Total number of directors | |
|---|---|
| 10 | |
| Gender | |
| Female | 6 |
| Male | 4 |
| Did not disclose | 0 |
| Race / Ethnicity | |
| Black | 2 |
| Hispanic or Latino | 0 |
| Asian | 1 |
| White | 6 |
| Other | 1 |
| Did not disclose | 0 |