Mark F. Mulhern
Intercontinental ExchangeAbout Mark F. Mulhern
Mark F. Mulhern (age 65) is an independent director of Intercontinental Exchange (ICE) since 2020, serving as Chair of the Compensation Committee and a member of the Audit Committee (designated an Audit Committee Financial Expert). He retired as EVP & CFO of Highwoods Properties in January 2022; prior roles include EVP & CFO of Exco Resources and SVP/CFO of Progress Energy (2008–2012). He began his career at Price Waterhouse, holds a BBA in Accounting from St. Bonaventure University, and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highwoods Properties, Inc. (REIT) | EVP & CFO | 2014 – Jan 2022 | Financial leadership during tenure |
| Exco Resources, Inc. | EVP & CFO | Not disclosed | Senior financial leadership |
| Progress Energy, Inc. | SVP & CFO | 2008 – 2012 (merger with Duke) | Corporate finance leadership |
| Price Waterhouse (PwC) | Accounting/Finance | Not disclosed | Early career foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Barings BDC, Inc. | Director | Current | Public BDC; independent trustee roles in Barings fund complex |
| Barings Global Short Duration High Yield Fund | Independent Trustee | Current | Fund trustee role |
| Barings Private Credit Corporation | Director | Current | Business development company |
| Barings Capital Investment Corporation | Director | Current | Business development company |
| ICE Mortgage Technology Holdings, Inc. (ICE subsidiary) | Director | Current | Attended 8 subsidiary board/committee meetings in 2024 |
Board Governance
- Committee assignments (2024): Compensation Committee (Chair); Audit Committee (member; designated Audit Committee Financial Expert). Other committee compositions shown for context: Risk and Nominating & Corporate Governance committees chaired by other directors .
- Board independence: ICE’s board determined all non-management directors, including Mulhern, are independent; it found no transactions giving rise to independence concerns .
- Attendance and engagement: In 2024, the Board met 4x; Audit 6x; Compensation 5x; Nominating & Corporate Governance 5x; Risk 4x. Each director attended at least 75% of applicable meetings; all ten directors attended the May 2024 annual meeting. Mulhern also attended 8 meetings at ICE Mortgage Technology Holdings, Inc. in 2024 .
- Lead Independent Director: Thomas E. Noonan serves as Lead Independent Director, presiding over executive sessions of non-management directors .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Standard retainer |
| Committee Chair Fee (Compensation) | $30,000 | Chair retainer in lieu of member fee |
| Audit Committee Member Fee | $15,000 | Member retainer |
| Annual Equity (RSUs) | $220,000 | RSUs vest one year from grant; 2024 grant valued at $219,918 |
| Subsidiary Board Service Fees | $55,000 | Cash for service on ICE subsidiary boards (e.g., ICE Mortgage Technology Holdings, Inc.) |
- 2024 Director compensation (aggregate): Cash fees $145,000; Stock awards $219,918; Subsidiary service fees $55,000; Total $419,918 .
- No per-meeting fees; program benchmarked by independent consultant (CAP) and consistent with peers; a formal $850,000 cap covers combined Board and subsidiary service compensation, and all directors were below this limit in 2024 .
Performance Compensation
- Structure: Directors receive time-based RSUs; no performance-conditioned equity or annual bonus metrics apply to non-employee directors. The 2024 RSU grant vests after one year; directors do not receive meeting fees .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Barings BDC, Inc. (director) |
| Prior public company boards | Highwoods Properties (2012–2014); Exco Resources (2010–2013) |
| Compensation Committee interlocks | None. In 2024, Mulhern served on ICE’s Compensation Committee with Cooper and Lord Hague; none were ICE officers, and no cross-compensation committee interlocks were disclosed . |
Expertise & Qualifications
- Financial leadership: Former CFO at multiple public companies (REIT, E&P, utility), providing depth in financial reporting, capital allocation, and investor engagement .
- Audit expertise: Identified as an Audit Committee Financial Expert by ICE, indicating deep accounting and financial reporting proficiency .
- Credentials: BBA in Accounting (St. Bonaventure University); Certified Public Accountant .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark F. Mulhern | 9,134 | <1% | Includes 111 shares acquired via dividend reinvestment |
| ICE common shares outstanding (record date) | 574,498,015 | — | As of March 20, 2025 |
- Ownership alignment: Director stock ownership guideline = 5× annual cash retainer; “All in compliance.” Anti-hedging/anti-pledging: directors are prohibited from hedging, holding in margin accounts, or pledging ICE stock under the updated Global Personal Trading Policy (Dec 2024) .
Governance Assessment
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Strengths
- Committee leadership and expertise: As Compensation Committee Chair and an Audit Committee Financial Expert, Mulhern brings CFO-caliber oversight to pay design, financial controls, and human capital matters .
- Responsiveness on pay: Following a 79% Say-on-Pay support in 2024, ICE engaged holders (~60% of outstanding) and implemented changes (e.g., shifting to multi-year performance PSUs, eliminating one-year EBITDA PSUs and stock options in 2025; enhancing transparency). These actions address concerns about one-time awards and strengthen pay-for-performance alignment—an important signal of effective committee stewardship under Mulhern .
- Independence and conflicts: The Board affirmed independence for non-management directors and found no transactions impairing independence; Compensation Committee interlocks were explicitly absent in 2024 .
- Ownership alignment and risk controls: Strong director ownership policy (5× retainer) with full compliance and strict anti-hedging/anti-pledging rules reduce misalignment and collateralization risk .
- Engagement: Documented subsidiary board involvement (8 meetings at ICE Mortgage Technology Holdings, Inc. in 2024) indicates deeper oversight in strategically significant areas (mortgage technology) .
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Watch items
- Multiple external board roles (Barings entities) should continue to be monitored for time commitments and any potential related-party exposure; ICE discloses no related-party conflicts and affirms independence, mitigating current concern .
- Director compensation includes subsidiary board fees (within the formal cap); investors often review whether subsidiary roles enhance oversight or create compensation-driven incentives—current levels remain below the cap and are disclosed transparently .
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Bottom line: Mulhern’s financial expertise, audit designation, and compensation leadership, combined with ICE’s recent improvements to long-term incentive design and robust ownership/anti-pledging policies, are supportive of board effectiveness and investor confidence. No red-flag conflicts, related-party transactions, or attendance issues were disclosed for him in 2024 .