Judith A. Sprieser
Intercontinental ExchangeAbout Judith A. Sprieser
Independent director at Intercontinental Exchange, Inc. (ICE) since 2004; age 71. Former CEO of Transora, Inc. (technology software/services) and former EVP/CFO of Sara Lee Corporation. She chairs ICE’s Audit Committee and serves on the Nominating & Corporate Governance Committee; she is designated an Audit Committee Financial Expert under SEC rules. Education: B.A. Northwestern University; MBA Kellogg School of Management, Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transora, Inc. | Chief Executive Officer | 2000–Mar 2005 | Led technology software/services company |
| Sara Lee Corporation | Executive Vice President; previously Chief Financial Officer | Not disclosed (pre‑2000) | Senior finance leadership (CFO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allstate Insurance Company | Director | Since 1999 | Current public company directorship |
| Newell Brands Inc. | Director | Since 2018 | Current public company directorship |
| Reckitt Benckiser plc | Director | 2003–2018 | Former public company directorship |
| Royal Ahold N.V. | Director | 2006–2015 | Former public company directorship |
| Experian plc | Director | 2010–2016 | Former public company directorship |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined she is independent under NYSE standards; 9 of 10 nominees are independent |
| ICE Board committees (2025 slate) | Audit Committee (Chair); Nominating & Corporate Governance Committee |
| Audit “Financial Expert” | Designated Audit Committee Financial Expert under SEC rules |
| 2024 meeting cadence | Board (4), Audit (6), Nominating & Corporate Governance (5) meetings held |
| Attendance | Each director attended ≥75% of Board/committee meetings in 2024; all 10 nominees attended May 2024 annual meeting |
| Subsidiary boards (2024) | Served on ICE Clear Credit LLC (9 meetings) and ICE Mortgage Services, LLC (6 meetings); joined certain NYSE U.S. regulated exchange boards in Dec 2024 (no 2024 meetings) |
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Applies to non‑employee directors |
| Committee member retainers | Audit: $15,000; Comp: $10,000; Nominating & Corporate Governance: $10,000; Risk: $10,000 | Chair fees in lieu of member fees |
| Committee chair retainers | Audit Chair: $35,000; Comp Chair: $30,000; Nominating & Corporate Governance Chair: $25,000; Risk Chair: $25,000 | She is Audit Chair (+$35k) |
| Lead Independent Director | +$65,000 | Not applicable to Sprieser |
| Meeting fees | None | No per‑meeting fees |
| 2024 Board‑only Cash Paid | Amount |
|---|---|
| Board & committee retainers (Board only) | $145,000 [includes $100k Board retainer + $35k Audit Chair + $10k Nominating & Corporate Governance member] |
| 2024 Total Director Compensation (Board + Subsidiaries) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $145,000 |
| Stock Awards | $244,830 |
| All Other Compensation (subsidiary boards) | $127,040 |
| Total | $516,870 |
Performance Compensation (Equity)
| Equity Vehicle | 2024 Structure | Sprieser 2024 Details |
|---|---|---|
| Annual RSU grant | $220,000 grant value; vests one year from grant; shares calculated at grant by dividing value by closing price | Board‑only table shows standard $219,918 at $138.40 per share; as of 12/31/24 she held 1,769 unvested RSUs (others mostly 1,589), reflecting her grant count this cycle |
| Grant timing | Approved May 16, 2024 | $138.40 close used for RSU count |
| Options/PSUs (directors) | Not used for directors | Structure is time‑based RSUs; no performance metrics for director equity |
| 2024 Unvested RSUs (as of 12/31/24) | Count | Valuation basis |
|---|---|---|
| ICE Board RSUs | 1,769 | Granted 5/16/2024 at $138.40 close; vests one year from grant |
Other Directorships & Interlocks
| Company | Role/Committee roles (if disclosed) | Potential interlocks/conflicts |
|---|---|---|
| Allstate Insurance Company | Director | No related‑party transactions disclosed by ICE; Board found no independence issues |
| Newell Brands Inc. | Director | No related‑party transactions disclosed by ICE; Board found no independence issues |
| ICE subsidiaries | Board of Managers/Directors: ICE Clear Credit LLC; ICE Mortgage Services, LLC; certain NYSE U.S. regulated exchanges | Subsidiary service is compensated; subsidiary attendance detailed; compensation for such service disclosed in “All Other Compensation” |
Expertise & Qualifications
- Financial leadership: Former CFO of Sara Lee; Audit Committee Chair; designated Audit Committee Financial Expert under SEC rules .
- Technology and operations: Former CEO of Transora (enterprise software/services) .
- Education: B.A. Northwestern; MBA Kellogg School of Management, Northwestern University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 28,534 shares; less than 1% of outstanding |
| Deferred RSUs (legacy plan) | 4,540 vested deferred RSUs under 2003 Outside Directors plan, delivered after Board service ends; program discontinued for new deferrals in 2013 |
| Shares outstanding (record date) | 574,498,015 (for context) |
| Ownership guidelines | Directors required to hold 5x annual cash retainer; all directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under Global Personal Trading Policy (Dec 2024 update) |
Governance Assessment
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Strengths
- Longstanding independent director with deep finance experience; Audit Committee Chair and designated “financial expert” enhance oversight of reporting, controls, and auditor independence .
- Strong engagement: committee leadership, service on key subsidiaries (ICC, IMS, NYSE entities) with documented meeting attendance; overall Board/committee attendance thresholds met in 2024 .
- Alignment mechanisms: meaningful equity via annual RSUs; robust 5x retainer ownership guideline for directors (all in compliance); strict anti‑hedging/pledging policy .
- Independence and conflicts: Board/Nominating Committee determined no transactions that impair independence; related‑party transactions require committee approval under formal policy .
-
Watch items / potential investor considerations
- Tenure since 2004 offers continuity but may raise longer‑tenure independence optics for some investors; Board states ongoing refreshment and annual evaluations .
- Subsidiary board service entails additional compensation (reflected in “All Other Compensation”); while standard for ICE’s regulated structure, investors may monitor time allocation and potential perception of over‑boarding; ICE limits total non‑employee director compensation to $850,000 annually (all directors below this limit in 2024) .
-
Compensation structure fit-for-purpose
- Director pay balanced between fixed cash retainers (including chair fee) and time‑based RSUs with one‑year vest; no performance metrics for director equity (consistent with governance best practice) .
-
Independence and shareholder alignment signals
- Anti‑hedging/pledging prohibitions, ownership guidelines, and annual Say‑on‑Pay responsiveness (board‑level) support investor confidence in governance posture .
No related‑party transactions concerning Ms. Sprieser were disclosed, and the Board found no independence impairments for non‑employee directors .