Who is Lord Hill and why has he been appointed to the ICE Board?

Lord Hill of Oareford CBE is a distinguished individual with extensive experience in financial services regulation, geopolitical advisory, and public service. He previously served as European Commissioner for Financial Stability, Financial Services and the Capital Markets Union, and held prominent roles in HM Treasury and the UK Parliament. His appointment to the ICE Board is intended to leverage his deep expertise in navigating complex regulatory and policy environments, particularly concerning European financial markets and geopolitical developments.

Does Lord Hill qualify as an independent director?

No, the company has determined that Lord Hill does not qualify as an independent director at this time. This is because his aggregate payments from ICE Futures Europe in 2024, under a prior consultancy agreement, exceeded $120,000. ICE's Nominating and Corporate Governance Committee and the Board made this determination based on applicable independence standards.

What will be Lord Hill's compensation for his role on the ICE Board?

Lord Hill will participate in ICE's non-employee director compensation program. This includes an annual cash retainer of $100,000 and an annual equity grant valued at $250,000, delivered as Restricted Stock Units (RSUs) that vest one year from the grant date. His compensation for 2025 will be prorated from his appointment date.

Will Lord Hill receive additional compensation for his involvement with ICE's subsidiaries?

Yes, Lord Hill will receive separate compensation for his board service with ICE subsidiaries. He currently receives an annual cash retainer of €30,000 for ICE Endex Markets B.V. and is expected to receive an annual cash retainer of £75,000 and an annual equity grant of $25,000 in ICE RSUs for his anticipated role on the board of ICE Futures Europe, subject to regulatory approval.

ICE 8-K: Leadership Changes & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed September 18, 2025. Cited figures are marked; the original filing is the authoritative source.

Intercontinental Exchange, Inc. (ICE) has announced a significant expansion of its Board of Directors, increasing its size from 10 to 11 members with the appointment of The Rt.

Hon. the Lord Hill of Oareford CBE. This move, effective September 18, 2025, brings a director with extensive experience in financial services regulation, geopolitical advisory, and public service at both the U.K. and EU levels. Lord Hill's appointment is particularly noteworthy given his recent history as a consultant for ICE's European subsidiaries, though the company has clarified he does not currently meet independence criteria due to past consultancy fees exceeding $120,000^a in 2024.

Lord Hill's compensation as a director will align with ICE's standard non-employee director arrangements, including an annual cash retainer of $100,000^b and an equity grant valued at $235,000 in Restricted Stock Units (RSUs). He will also receive compensation for his board service with ICE Endex Markets B.V. and is expected to join the board of ICE Futures Europe, subject to regulatory approval, with separate compensation for those roles. This appointment signifies ICE's ongoing commitment to leveraging seasoned expertise in navigating complex regulatory and geopolitical landscapes, particularly in Europe.

02—Key points

Key Highlights

ICE Board size increased from 10 to 11 directors.
The Rt. Hon. the Lord Hill of Oareford CBE appointed as a new director.
Lord Hill brings significant experience in financial services regulation and geopolitical advisory.
Lord Hill's compensation package includes a $100,000 annual cash retainer and $235,000 in annual RSU grants.
Lord Hill will also receive compensation for board roles with ICE Endex and ICE Futures Europe (subject to regulatory approval).
Due to prior consultancy fees, Lord Hill is not considered an independent director at this time.
Appointment includes entry into standard non-competition and other covenants agreement for non-employee directors.

03—Questions

Frequently Asked Questions

Who is Lord Hill and why has he been appointed to the ICE Board?
Lord Hill of Oareford CBE is a distinguished individual with extensive experience in financial services regulation, geopolitical advisory, and public service. He previously served as European Commissioner for Financial Stability, Financial Services and the Capital Markets Union, and held prominent roles in HM Treasury and the UK Parliament. His appointment to the ICE Board is intended to leverage his deep expertise in navigating complex regulatory and policy environments, particularly concerning European financial markets and geopolitical developments.
Does Lord Hill qualify as an independent director?
No, the company has determined that Lord Hill does not qualify as an independent director at this time. This is because his aggregate payments from ICE Futures Europe in 2024, under a prior consultancy agreement, exceeded $120,000. ICE's Nominating and Corporate Governance Committee and the Board made this determination based on applicable independence standards.
What will be Lord Hill's compensation for his role on the ICE Board?
Lord Hill will participate in ICE's non-employee director compensation program. This includes an annual cash retainer of $100,000 and an annual equity grant valued at $250,000, delivered as Restricted Stock Units (RSUs) that vest one year from the grant date. His compensation for 2025 will be prorated from his appointment date.
Will Lord Hill receive additional compensation for his involvement with ICE's subsidiaries?
Yes, Lord Hill will receive separate compensation for his board service with ICE subsidiaries. He currently receives an annual cash retainer of €30,000 for ICE Endex Markets B.V. and is expected to receive an annual cash retainer of £75,000 and an annual equity grant of $25,000 in ICE RSUs for his anticipated role on the board of ICE Futures Europe, subject to regulatory approval.

04—Continue

← View all 8-K filings