Duriya M. Farooqui
Intercontinental ExchangeAbout Duriya M. Farooqui
Independent director of Intercontinental Exchange since 2017 (age 48), currently serving on the Audit Committee. Background spans public service (City of Atlanta COO), strategy consulting (Bain), and corporate operations (Georgia‑Pacific), with current work as an executive coach. Education: BA in Economics & Mathematics (Hampshire College) and MPA in International Development (Harvard Kennedy School) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| City of Atlanta | Chief Operating Officer; previously Director and Deputy COO | 2011–2013 (COO); 2007–2013 overall | Led operating departments including police, fire, public works, watershed, and Hartsfield‑Jackson Atlanta International Airport |
| Bain & Company | Principal | 2014–2016 | Strategy and operations leadership |
| Atlanta Committee for Progress | Executive Director | 2016–2018 | CEO coalition on economic development with the Mayor of Atlanta |
| Georgia‑Pacific | President, Supply Chain Innovation | 2019–2020 | Oversaw supply chain innovation initiatives |
| The ExCo Group | Executive Coach | Current | Mentors C‑suite leaders; builds high‑performing teams |
| International development orgs | Early career roles (Harvard CID, World Bank, Center for Global Development) | Not specified | Policy and development experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterContinental Hotels Group PLC (IHG) | Director | Since 2020 | Public company board experience |
| Iris Acquisition Corp. (fka Tribe Capital Growth Corp I) | Director | 2021–2022 | SPAC oversight experience |
| NYSE Board Advisory Council | Co‑Chair | Current | Co‑leads board advisory engagement (NYSE is an ICE subsidiary) |
| ICE subsidiaries (NYSE U.S. regulated exchanges) | Subsidiary Director | 2024: 11 meetings attended | Governance engagement across regulated exchanges |
| ICE NGX Canada Inc. | Subsidiary Director | 2024: 8 meetings attended | Commodity clearing subsidiary governance |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Judith A. Sprieser with designated financial experts (Sprieser, Mulhern, Tirinnanzi) .
- Independence: Board determined all non‑management directors, including Farooqui, are independent under NYSE and ICE standards, with no transactions giving rise to independence issues .
- Attendance: In 2024, Board held 4 meetings and each director attended at least 75% of aggregate Board and committee meetings; all ten directors attended the May 2024 virtual annual meeting .
- Engagement: Significant subsidiary board workload with documented 2024 meeting attendance at NYSE subsidiaries (11) and ICE NGX (8), signaling active oversight in regulated entities .
Fixed Compensation
- ICE Director pay structure (2024): $100,000 annual cash retainer; Audit Committee member retainer $15,000; RSU grant $220,000 (vests one year); no meeting fees .
- 2024 cash paid (ICE Board & committees): $115,000 (retainer + Audit Committee) .
- Subsidiary board fees: $91,943 (NYSE/ICE NGX) .
| Component | Amount | Notes |
|---|---|---|
| ICE Board Cash (2024) | $115,000 | $100,000 annual retainer + $15,000 Audit Committee member |
| Subsidiary Board Cash (2024) | $91,943 | Compensation for NYSE and ICE NGX subsidiary service |
| Total Cash (Board + Subsidiaries) | $206,943 | Sum of cash components |
| RSU Grant Value (Board service) | $219,918 | Granted May 16, 2024; calculated at $138.40 per share |
| Total 2024 Director Compensation | $426,861 | ICE reports combined board + subsidiary compensation |
Performance Compensation
- ICE Director equity is time‑based RSUs; no performance metrics or options. Annual RSUs vest after one year; for Farooqui, 1,589 unvested RSUs outstanding at year‑end 2024 from the May 16, 2024 grant .
| Equity Award | Grant Date | Units (target) | Grant‑Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (Board service) | May 16, 2024 | 1,589 | $219,918 | One‑year cliff vest | None (time‑based only) |
Other Directorships & Interlocks
| Entity | Relationship to ICE | Role | Potential Conflict Assessment |
|---|---|---|---|
| IHG PLC | Unrelated public co. | Director | No disclosed related‑party transactions or conflicts; ICE Board reaffirmed independence |
| Iris Acquisition Corp. | Unrelated SPAC | Former Director | No conflict disclosed |
| NYSE U.S. regulated exchanges | ICE subsidiaries | Subsidiary Director | Governance alignment; compensated separately within $850k director cap |
| ICE NGX Canada Inc. | ICE subsidiary | Subsidiary Director | Governance alignment; compensated separately |
Expertise & Qualifications
- Public service leadership, international policy and economic development experience cited by the Board as qualifications for re‑election .
- Audit oversight exposure via Audit Committee membership; broad governance involvement at regulated subsidiaries (NYSE, ICE NGX) .
- Education in economics/mathematics and international development supports analytical and policy perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Duriya M. Farooqui | 15,002 | <1% (of 574,498,015 shares outstanding) |
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; all directors in compliance as of Dec 31, 2024; new directors have five years to comply .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, short sales, derivatives, margin accounts, or pledging of ICE stock under the Global Personal Trading Policy (updated Dec 2024) .
Governance Assessment
- Committee effectiveness: Audit Committee membership places Farooqui at the center of financial reporting, controls, and compliance oversight; committee includes designated financial experts and meets frequently (six times in 2024), supporting robust oversight .
- Independence and conflicts: Board explicitly determined independence for all non‑management directors, with no transactions raising independence concerns. Her external public board at IHG does not present an obvious competitive or supplier/customer conflict with ICE’s market infrastructure businesses .
- Engagement and attendance: Documented subsidiary board meeting participation (19 combined) and ICE Board/committee attendance thresholds indicate active engagement, which is positive for investor confidence .
- Alignment: Director equity is time‑based RSUs with one‑year vesting, plus strong ownership requirements and prohibitions on hedging/pledging—policies that reinforce alignment and reduce red‑flag risk .
- Pay structure: For 2024, Board cash ($115k) and equity ($219,918) are within ICE’s standard program; additional subsidiary board fees ($91,943) reflect regulated oversight roles and remain below the $850k annual cap for combined board/subsidiary compensation . No meeting fees, no options, and no performance pay for directors reduce incentivization of short‑term risk .
- Red flags: None disclosed specific to Farooqui—no related‑party transactions, pledging, or hedging; independence affirmed; ownership policy compliance. Monitor cumulative time commitments across ICE and IHG to ensure continued attendance above thresholds, though 2024 engagement appears strong .