01—Abstract
Summary
Summary of the 8-K filed March 4, 2022. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing by Intercontinental Exchange, Inc. (ICE) announces the appointment of Martha Tirinnanzi as a new director, increasing the size of the Board to 13 members.
Ms. Tirinnanzi brings extensive experience in financial markets policy, derivatives, and housing finance through her various leadership roles and directorships. Her appointment is effective March 4, 2022, and she has been deemed an independent director by the company, meeting NYSE and SEC requirements.
Furthermore, Ms. Tirinnanzi is set to join the Audit Committee effective May 12, 2022, and has been recognized as an "audit committee financial expert." Her compensation will align with ICE's non-employee director arrangements, including cash retainers and restricted stock units, and she will also continue to receive compensation for her service on the boards of ICE subsidiaries ICE Mortgage Technology, Inc. and ICE Mortgage Services, LLC. The filing also includes a press release detailing this appointment.
02—Key points
Key Highlights
- Appointment of Martha Tirinnanzi as a new independent director to the Board, increasing its size to 13 members.
- Ms. Tirinnanzi possesses significant experience in financial markets, derivatives, and housing finance sectors.
- She has been appointed to the Audit Committee, effective May 12, 2022, and qualifies as an "audit committee financial expert."
- Director compensation for Ms. Tirinnanzi includes an annual cash retainer, restricted stock units, and an additional retainer for Audit Committee service.
- Ms. Tirinnanzi also holds board positions within ICE's subsidiaries (ICE Mortgage Technology and ICE Mortgage Services), with associated compensation.
- The appointment is intended to strengthen the Board's expertise, particularly in financial oversight and relevant industry areas.
- The company issued a press release on March 4, 2022, announcing this director appointment.
03—Questions
Frequently Asked Questions
Who is Martha Tirinnanzi and what is her background?
Martha Tirinnanzi is a newly appointed independent director to ICE's Board. She has a strong background in financial markets policy, derivatives, and housing finance, having held leadership positions at Tera Exchange, the U.S. Federal Housing Finance Agency, MFX Currency Risk Solutions, WGL Holdings, RBC Capital Markets, and Chatham Financial. She also serves on the boards of ICE's subsidiaries and Community Development Trust.
What is the significance of Ms. Tirinnanzi joining the Audit Committee?
Ms. Tirinnanzi's appointment to the Audit Committee, effective May 12, 2022, is significant because she has been deemed an "audit committee financial expert." This designation indicates that she possesses a deep understanding of accounting principles and financial reporting, which is crucial for effective oversight of the company's financial statements and internal controls.
How will Ms. Tirinnanzi be compensated for her role on the ICE Board?
Ms. Tirinnanzi will receive compensation consistent with ICE's non-employee director arrangements. This includes an annual cash retainer of $100,000 for Board service, an annual restricted stock unit grant valued at $195,000, and an additional annual cash retainer of $15,000 for her service on the Audit Committee. Her compensation for 2022 will be prorated from her date of service.
Does Ms. Tirinnanzi have any other affiliations with ICE or its subsidiaries?
Yes, in addition to her appointment to the main ICE Board, Ms. Tirinnanzi serves on the Boards of Directors of ICE Mortgage Technology, Inc. (IMT) and the Board of Managers of ICE Mortgage Services, LLC (IMS). She also continues to receive compensation for her service on these subsidiary boards.
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