Who is Caroline Silver and what is her background?

Caroline Silver is a seasoned finance professional with extensive experience in investment banking and advisory services. She previously served as Managing Director and Partner at Moelis & Company, Vice Chairman of Investment Banking at Merrill Lynch, and held senior roles at Morgan Stanley. She currently serves as an advisory partner at Moelis and is a director on several other public company boards, including PZ Cussons PLC, BUPA, and Meggitt PLC.

What is the significance of Ms. Silver's appointment to ICE's Board?

Ms. Silver's appointment brings a wealth of experience in financial markets and corporate governance to ICE's Board. Her background as an independent advisor and her experience with major financial institutions are expected to provide valuable insights as ICE continues to operate and grow in the global financial infrastructure space. The increase in board size also reflects a strategic decision by ICE.

Is Ms. Silver considered an independent director?

Yes, the Nominating and Corporate Governance Committee and the Board of ICE have determined that Ms. Silver qualifies as an independent director and meets all applicable independence requirements set by ICE, the New York Stock Exchange, and the Securities and Exchange Commission.

ICE 8-K: Leadership Changes & Regulation FD

Q: How will Ms. Silver be compensated for her role as a director?

Ms. Silver will participate in ICE's standard non-employee director compensation program. This includes an annual cash retainer of $100,000 and an annual grant of restricted stock units valued at $185,000 for her service on the ICE Board. She will also receive compensation for her service on the board of ICE Clear Europe Limited, including a £70,000 annual retainer and $25,000 in restricted stock units.

Summary

Intercontinental Exchange, Inc. (ICE) announced in an 8-K filing on August 13, 2020, the appointment of Caroline Silver as a new director to its Board, increasing the Board's size from 11 to 12 members. Ms. Silver brings extensive experience in investment banking and advisory services, having held senior roles at Moelis & Company, Merrill Lynch, and Morgan Stanley, and currently serves on the boards of PZ Cussons PLC, BUPA, and Meggitt PLC. Her appointment is effective August 13, 2020. Ms. Silver has been deemed an independent director and will participate in ICE's standard non-employee director compensation arrangements. This includes an annual cash retainer of $100,000 and restricted stock units valued at $185,000 for her service on the ICE Board, plus additional compensation for her role on the board of subsidiary ICE Clear Europe Limited. Investors can view the accompanying press release for further details.

Key Highlights

1Intercontinental Exchange (ICE) appointed Caroline Silver as a new director to its Board, effective August 13, 2020.
2The Board size has been increased from 11 to 12 directors to accommodate the new appointment.
3Ms. Silver possesses significant experience in investment banking, having held leadership positions at Moelis & Company, Merrill Lynch, and Morgan Stanley.
4She currently serves as an advisory partner at Moelis & Company and is an independent director on the boards of PZ Cussons PLC, BUPA, and Meggitt PLC.
5Ms. Silver has been determined to meet all independence requirements for directors.
6She will receive standard compensation for non-employee directors, including a $100,000 annual retainer and $185,000 in restricted stock units for ICE Board service, plus compensation for her role on ICE Clear Europe Limited's board.
7The appointment is part of ICE's ongoing governance and board composition.

Intercontinental Exchange, Inc. 8-K Report, Executive Changes (Aug 13, 2020)

Summary

Key Highlights

Frequently Asked Questions