Lord Hague of Richmond
Intercontinental ExchangeAbout The Rt. Hon. the Lord Hague of Richmond
Lord Hague (age 64) is an independent director of Intercontinental Exchange (ICE) since 2015, currently serving on the Compensation Committee and the Nominating & Corporate Governance Committee . He is Chancellor of Oxford University; Chair of United for Wildlife; Chair of the International Advisory Boards at Linklaters and Hakluyt & Co; and Chair of the Board of ICE Futures Europe (an ICE subsidiary) . Previously, he served as a UK Member of Parliament (1989–2015), including roles as Foreign Secretary, First Secretary of State, Leader of the House of Commons, Secretary of State for Wales, and other ministerial posts; earlier career includes McKinsey & Co and Shell (UK) . Education: First-Class Honours in Philosophy, Politics and Economics (Oxford) and MBA with distinction (INSEAD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UK Parliament | Member of Parliament; leadership roles incl. Foreign Secretary; First Secretary of State; Leader of the House; Secretary of State for Wales; other ministerial posts | 1989–2015 | Senior policymaking and governmental leadership experience across foreign affairs and domestic policy |
| McKinsey & Co | Management Consultant | Not disclosed | Strategy and operations advisory experience |
| Shell (UK) Limited | Early career roles | Not disclosed | Energy/industry exposure |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| University of Oxford | Chancellor | Not disclosed |
| United for Wildlife | Chair | Not disclosed |
| Linklaters (law firm) | Chair, International Advisory Board | Not disclosed |
| Hakluyt & Co (consulting) | Chair, International Advisory Board | Not disclosed |
| JCB Group; Terra Firma Capital Partners | Advisor (previously) | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all non-management directors, including Lord Hague, are independent under NYSE standards; no transactions giving rise to independence issues were identified . |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) . |
| Committee meetings held in 2024 | Compensation: 5; Nominating & Corporate Governance: 5; Board: 4; Risk: 4; Audit: 6 . |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; all 10 directors attended the May 2024 Annual Meeting . |
| Executive sessions | Non-management directors met periodically in executive session; Lead Independent Director Thomas Noonan presided . |
| Subsidiary board service | Chair, ICE Futures Europe; attended six subsidiary board/committee meetings in 2024 . |
| Related-party oversight | Nominating & Corporate Governance Committee reviews/approves related-party transactions >$120,000; factors include fairness, business rationale, independence impairment, conflicts; only transactions in best interests of ICE are approved . |
Fixed Compensation
| 2024 Director Compensation – Board Only | Amount (USD) |
|---|---|
| Cash fees (retainers/committees) | $120,000 |
| Stock awards (RSUs, fair value) | $219,918 |
| All other compensation | $0 |
| Total – Board Only | $339,918 |
| 2024 Director Compensation – Including Subsidiary Service | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (RSUs, fair value) | $244,830 |
| All Other Compensation (subsidiary board fees) | $126,240 |
| Total – Combined | $491,070 |
| 2024 Non-Employee Director Pay Levels (Structure) | Amount (USD) |
|---|---|
| Annual Board retainer | $100,000 |
| Committee member retainers | Audit: $15,000; Compensation/Nominating/Risk: $10,000 |
| Committee chair retainers (in lieu of member retainer) | Audit: $35,000; Compensation: $30,000; Nominating & Corporate Governance: $25,000; Risk: $25,000 |
| Lead Independent Director fee | $65,000 |
| Annual equity grant | $220,000 in RSUs, vesting one year from grant |
| Y/Y change vs 2023 | 2024 pay levels consistent with 2023 |
| Aggregate director comp cap | $850,000 per director per year; all directors below cap in 2024 |
Performance Compensation
| Equity element | Detail |
|---|---|
| RSU grant date (annual) | May 16, 2024 |
| RSU vesting | One-year time-based vest; no performance conditions |
| Unvested RSUs (as of Dec 31, 2024) | 1,769 units for Lord Hague |
| Valuation basis | 2024 director RSUs calculated using grant-date close price $138.40 |
| Hedging/Pledging | Prohibited for directors (no short sales, options/derivatives, margin or pledging) |
Assessment: Director equity is entirely time-based; no revenue/EBITDA/TSR metrics apply to non-employee directors. This aligns incentives to long-term ownership but provides limited performance linkage .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Compensation Committee interlocks | None; members (Mulhern, Cooper, Hague) were not officers/employees; no executive officer/director of ICE served on another entity’s board/comp committee that had an officer on ICE’s Board/Compensation Committee in 2024 . |
Expertise & Qualifications
- Extensive governmental and political leadership experience in the UK; frequent speaker on regulatory and political matters .
- Service as Chair of ICE Futures Europe board provides deep familiarity with ICE’s regulated market operations .
- Board and Nominating & Corporate Governance Committee determined his skills/experience merit re-election .
Equity Ownership
| Ownership element | Detail |
|---|---|
| Shares beneficially owned | 19,219 shares (as of March 20, 2025) |
| Percent of class | Less than 1% |
| Unvested RSUs | 1,769 units (as of Dec 31, 2024) |
| Director stock ownership guideline | 5× annual cash retainer; all directors in compliance (new directors have five years) |
| Share retention guideline | Retain at least 50% of net shares from option exercises/RSU vesting until guideline met |
| Anti-hedging/pledging | Hedging and pledging of ICE stock prohibited |
Governance Assessment
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Strengths
- Independent director with significant regulatory/policy acumen and global network; active committee roles on Compensation and Nominating & Corporate Governance support board effectiveness .
- High engagement: Board/committees met frequently in 2024; all directors ≥75% attendance; he additionally chaired ICE Futures Europe and attended six subsidiary board/committee meetings, signaling strong engagement in regulated subsidiaries .
- Alignment: Robust stock ownership policy (5× retainer, all directors compliant) and strict anti-hedging/pledging enhance investor alignment and risk controls .
- Pay governance: Director pay levels benchmarked by independent consultant (CAP); unchanged vs 2023; shareholder-approved $850k cap, with Hague below the cap in 2024 .
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Potential Risk/Red Flags
- Multiple external leadership commitments (Oxford, United for Wildlife, Linklaters IAB, Hakluyt IAB) may raise time-commitment questions; however, independence review found no relationships impairing independence and no related-party issues were identified .
- Additional subsidiary board fees increase total director compensation; mitigated by formal cap and disclosure of time/oversight responsibilities for regulated subsidiaries .
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Overall View: Governance profile supports investor confidence—independence affirmed; active oversight on key committees; strong ownership and trading policies; transparent director compensation with reasonable structure and peer benchmarking .