Caroline L. Silver
Intercontinental ExchangeAbout Caroline L. Silver
Caroline L. Silver (age 62) is an independent director of Intercontinental Exchange, Inc. (ICE) who joined the board in 2020; she serves on the ICE Board’s Risk Committee and is Chair of the board of ICE Clear Europe Limited, an ICE subsidiary . She is a former Managing Director and Partner at Moelis & Company (2009–Jan 2020) and previously Vice Chair of Investment Banking at Merrill Lynch; she spent 14 years at Morgan Stanley leading European financial institutions investment banking, and began her career at Morgan Grenfell (1987) . Silver holds a BA in English Language & Literature from Durham University and is a qualified Chartered Accountant, bringing international investment banking, M&A, risk, and technology expertise to ICE’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moelis & Company | Managing Director & Partner; currently Senior Advisor | MD/Partner 2009–Jan 2020; Senior Advisor currently | Strategic M&A advisory across financial institutions |
| Merrill Lynch (Bank of America Merrill Lynch) | Vice Chair of Investment Banking | 2008–2009 | Senior coverage for financials |
| Morgan Stanley | Led European financial services investment banking; Vice Chair at departure | ~1994–2008 (14 years) | Built European FIG franchise |
| Morgan Grenfell | Banker | Began 1987 | Early career in London banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barratt Redrow PLC (formerly Barratt Developments PLC) | Chair of the Board | Since June 2023 | FTSE-listed homebuilder; chair role since 2023 |
| Tesco PLC | Non-Executive Director | Since 2022 | FTSE-listed retailer |
| ICE Clear Europe Limited (ICE subsidiary) | Chair of the Board | Current | 16 subsidiary board meetings attended in 2024 |
| V&A Foundation | Trustee/Board member | Current | Former UK PM-appointed Trustee of the V&A Museum (2014–2022) |
| Prior: Meggitt PLC | Non-Executive Director | 2019–2022 | Aerospace/defense (prior) |
| Prior: M&G PLC | Non-Executive Director | 2019–2021 | Asset manager (prior) |
| Prior: PZ Cussons PLC | Non-Executive Director | 2014–Mar 2023 | Consumer goods (prior) |
| Prior: BUPA | Board member | 2017–Oct 2023 | Healthcare (prior) |
Board Governance
- Committee assignments: Risk Committee (member); not chair at parent board level .
- Independence: Board determined all non-management directors, including Silver, are independent under NYSE standards and ICE’s Governance Guidelines; no transactions giving rise to independence concerns were identified .
- Board and committee activity: In 2024, the Board met 4x; Audit 6x; Compensation 5x; Nominating & Corporate Governance 5x; Risk 4x. Each director attended at least 75% of aggregate meetings of the Board and their committees; all 10 directors attended the May 2024 Annual Meeting .
- Subsidiary governance: Silver served as Chair of ICE Clear Europe Limited and attended 16 subsidiary board meetings in 2024, reflecting high engagement at regulated subsidiaries .
- Risk oversight: The Risk Committee oversees enterprise risk, cybersecurity, and data privacy; the Committee receives quarterly briefings and reports to the full Board on material risk topics .
- Lead Independent Director: Thomas E. Noonan serves as Lead Independent Director, presiding over executive sessions and coordinating board agendas .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee membership retainer (Risk) | $10,000 | Members of Nominating & Corporate Governance, Compensation, or Risk receive $10,000; Audit members receive $15,000 |
| Board RSU grant (board-only view) | $219,918 | One-year vesting RSUs approved May 16, 2024; calculated at $138.40 per unit |
| Unvested RSUs at 12/31/2024 | 1,769 units | Unvested RSUs outstanding for Silver |
| Subsidiary board service (cash/other) | $136,970 | Compensation for service on regulated subsidiary boards |
| Total reported director compensation (all-in) | $491,800 | Fees $110,000; Stock awards $244,830; Other $136,970 |
| Director pay levels vs 2023 | Unchanged | Committee-confirmed: 2024 director pay levels consistent with 2023 |
| Annual cap on director pay (Board + subsidiaries) | $850,000 | All directors were below this cap in 2024 |
RSUs for directors vest one year from grant; directors do not receive options or PSUs for board service .
Performance Compensation
| Performance-linked elements in director pay | Details |
|---|---|
| None (director equity is time-based) | Non-employee directors receive time-based RSUs vesting after one year; no performance metrics (e.g., EBITDA/TSR) apply to director equity . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Considerations |
|---|---|---|
| Barratt Redrow PLC | Chair | UK homebuilder; no disclosed related-party transactions with ICE; role contributes governance and large-cap chair experience |
| Tesco PLC | Director | UK retailer; no disclosed related-party transactions with ICE |
| ICE Clear Europe Limited (ICE subsidiary) | Chair | Deep engagement with regulated clearing subsidiary governance |
ICE’s Nominating & Corporate Governance Committee reviews related-party transactions; the Board determined no transactions that impair independence for non-employee directors .
Expertise & Qualifications
- International investment banking, FIG coverage, and M&A execution from Moelis, Merrill Lynch, and Morgan Stanley; Chartered Accountant credentials .
- Risk and technology experience relevant to Risk Committee remit (cybersecurity, risk governance) .
- Leadership of regulated market infrastructure via ICE Clear Europe chair role; significant subsidiary board engagement in 2024 .
- UK public company chair/director across multiple sectors (homebuilding, retail), contributing to board diversity of experience .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (ICE common) | 9,824 shares | As of March 20, 2025; less than 1% of outstanding |
| Percent of class | <1% | Per beneficial ownership table |
| Unvested RSUs (board service) | 1,769 units | As of 12/31/2024 |
| Director ownership guideline | 5x annual cash retainer | All directors in compliance with policy |
| Anti-hedging/pledging | Prohibited | No short sales, derivatives, margin or pledging allowed under Global Personal Trading Policy (updated Dec 2024) |
Governance Assessment
- Strengths: Independent director with deep FIG/M&A background and risk governance alignment (Risk Committee member), plus leadership of ICE Clear Europe; high subsidiary engagement (16 meetings in 2024) supports board oversight of regulated entities .
- Alignment: Meaningful equity exposure via RSUs; robust stock ownership guidelines with all directors in compliance; anti-hedge/pledge policy enhances alignment .
- Workload/Time commitments: Multiple leadership roles (Barratt Chair; ICE Clear Europe Chair; Tesco NED). ICE limits public company boards to five, and Silver remains within this cap; 2024 attendance standards met (≥75%) and Annual Meeting attendance achieved, mitigating overboarding concerns .
- Compensation reasonableness: Board pay levels were unchanged from 2023; total director comp cap of $850k (including subsidiary service) with Silver below cap; board RSUs vest in one year, avoiding performance metric complexity in director pay .
- Conflicts/Related-party risk: Board and committee found no related-party transactions impairing independence; Section 16(a) compliance reported for directors and officers in 2024, supporting governance hygiene .
- Broader governance signals: 2024 say‑on‑pay support declined to ~79% (from 88–97% in prior decade), prompting compensation program enhancements; while executive-focused, this indicates responsive governance and shareholder engagement by the board .
Overall: Silver’s independent status, risk oversight fit, and extensive capital markets expertise support board effectiveness; subsidiary leadership and strong policy alignment (ownership, anti‑hedge/pledge) bolster investor confidence, with no disclosed conflicts or attendance issues .