Business Context and Reporting Period
This Form 8-K Current Report was filed by Intercontinental Exchange, Inc. (ICE) on September 21, 2016. The report discloses a corporate governance change involving the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on director compensation and appointment details.
Material Changes
The Board of Directors voted to increase the total number of directors from 8 to 9. Thomas E. Noonan was appointed as a new director and assigned to the Risk Committee. The Board determined Mr. Noonan qualifies as an independent director.
Management Commentary and Compensation
Mr. Noonan, an entrepreneur with a background in technology and cybersecurity, will participate in the company's non-employee director compensation arrangements. His compensation package includes:
- An annual cash retainer for Board service of $100,000.
- An annual cash retainer for Risk Committee service of $10,000.
- An annual grant of $175,000 in restricted stock units vesting one year from the grant date.
- Reimbursement for reasonable out-of-pocket expenses.
Mr. Noonan also entered into the standard Agreement Relating to Noncompetition and Other Covenants. Additional cash compensation may be awarded if he is appointed to other Board committees.
Investor Verification Checklist
- Verify the independence status of Thomas E. Noonan per NYSE and SEC requirements.
- Confirm the vesting schedule and valuation of the $175,000 restricted stock unit grant.
- Review the attached Press Release (Exhibit 99.1) for further details on Mr. Noonan's background.
- Monitor future filings for any additional committee assignments that may trigger extra compensation.