Martha A. Tirinnanzi
Intercontinental ExchangeAbout Martha A. Tirinnanzi
Independent director at Intercontinental Exchange, Inc. since 2022; age 64. Founder and President of Financial Standards, Inc. (Washington, DC) with deep derivatives, clearing, mortgage finance, and audit/risk governance expertise. Education: B.A. Liberal Arts (Notre Dame University of Maryland) and M.S. in Business Administration (Johns Hopkins University). Currently serves on ICE’s Audit Committee and is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Standards, Inc. | Founder & President | 2013–present | Consulting in derivatives, financial standards |
| Tera Exchange | SVP, Financial Markets Policy & Executive Education in Derivatives | 2011–2013 | Derivatives market policy/education |
| U.S. Federal Housing Finance Agency (FHFA) | Chair, Clearinghouse Working Group, GSE Supervision & Regulation | 2009–2011 | Clearinghouse oversight within GSE supervision |
| MFX Currency Risk Solutions | Chief Operating Officer | 2008–2009 | Operations leadership in FX risk |
| WGL Holdings | Energy Derivatives Group Leader | 2007–2008 | Energy derivatives leadership |
| RBC Capital Markets (formerly Ferris Baker Watts) | SVP, REIT Equity Research | 2003–2006 | Sell-side coverage of REITs |
| Chatham Financial | SVP; Founder, Hedge Advisory Practice | 1999–2002 | Established corporate hedging advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The RBB Fund, Inc. & The RBB Fund Trust | Director (RBB Fund Complex) | Since Jan 2024 | Mutual fund complex board service |
| Community Development Trust (REIT & CDFI) | Director; Audit Committee Chair | 2012–2023; Chair 2013–2019 | Residential housing REIT; audit leadership |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Independence: Board determines non-management directors are independent under NYSE standards and ICE independence policy; nine of ten nominees independent; Ms. Tirinnanzi classified as independent .
- Attendance and engagement:
- Board/committee meetings held in 2024: Board (4), Audit (6), Compensation (5), Nominating & Governance (5), Risk (4). Each director attended at least 75% of applicable meetings; all ten directors attended the May 2024 annual meeting .
- Subsidiary boards: ICE Mortgage Services, LLC (8 meetings); ICE Mortgage Technology Holdings, Inc. (8 meetings); ICE Clear Credit LLC (1 meeting) in 2024 .
- Lead Independent Director and executive sessions: Non-management directors meet in executive session; Lead Independent Director presides .
- Related-party policy and conflicts: Nominating & Corporate Governance Committee reviews/approves related-party transactions; Board determined no transactions giving rise to independence issues .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Standard non-employee director retainer |
| Committee Member Retainer (Audit) | $15,000 | Audit Committee member retainer |
| Equity Grant (RSUs) | $220,000 | RSUs vest one year from grant; Board grant approved May 16, 2024 |
| Director Compensation Cap | $850,000 (max) | Combined Board + subsidiary board compensation cap; all directors below limit in 2024 |
2024 compensation received (combined Board + subsidiary board):
| Name | Cash Fees | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Martha A. Tirinnanzi | $115,000 | $219,918 | $116,848 | $451,766 |
Board-only (excluding subsidiary board service):
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Martha A. Tirinnanzi | $115,000 | $219,918 | $334,918 |
Performance Compensation (Director)
| Award Type | Grant Date | Units Granted (target) | Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 16, 2024 | 1,589 unvested RSUs as of Dec 31, 2024 | $219,918 | One-year, time-based vesting | None (time-based RSUs for directors) |
Note: Non-employee director compensation at ICE does not include performance-based equity; annual grants are time-based RSUs .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles |
|---|---|---|
| ICE Mortgage Services, LLC (subsidiary) | Board of Managers | — |
| ICE Mortgage Technology Holdings, Inc. (subsidiary) | Board of Directors | — |
| ICE Clear Credit, LLC (subsidiary) | Board of Managers | — |
Potential interlocks: RBB Fund Complex board service may intersect with ICE’s data/index customers in asset management, but no related-party transactions disclosed involving Ms. Tirinnanzi; Board determined no independence issues for non-employee directors .
Expertise & Qualifications
- Derivatives markets, clearinghouses, mortgage finance risk/governance; audit and risk oversight experience across financial/mortgage sectors .
- Audit Committee Financial Expert designation .
- Education: B.A. (Notre Dame University of Maryland); M.S. in Business Administration (Johns Hopkins University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Martha A. Tirinnanzi | 3,449 | <1% | As of March 20, 2025; includes any options exercisable/RSUs vesting within 60 days |
Additional alignment policies:
- Director stock ownership guidelines: Directors required to hold 5x annual cash retainer; all directors in compliance (new directors have five years to comply) .
- Anti-hedging/anti-pledging: Prohibits hedging, short sales, derivatives on ICE stock, and pledging/margin use for all employees and directors .
Insider trades (2025):
| Date (Filed) | Date (Transacted) | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|---|
| May 29, 2025 | May 27, 2025 | Sale | 794 | $177.37 | 4,129 | Form 4 filing |
| Aug 26, 2025 | Aug 22, 2025 | Sale | 610 | $179.76 | 3,519 | Rule 10b5-1 plan effective May 23, 2025; SEC EDGAR Form 4 |
| May 20, 2025 | May 16, 2025 | Equity grant reporting | 1,474 | — | 4,923 | Annual director grant reflected in Section 16 reporting; IR filings index |
Governance Assessment
- Board effectiveness: Strong fit for Audit Committee with financial expert designation; deep derivatives/clearing and mortgage risk governance enhances oversight of ICE’s exchanges, clearing and mortgage technology businesses .
- Independence and conflicts: Determined independent; no related-party transactions impacting independence; robust related-party review process in place .
- Attendance and engagement: Met Board’s attendance expectations; active subsidiary board participation (17 subsidiary meetings attended across 2024), indicating strong engagement with regulated entities .
- Compensation and alignment: Director pay mix balanced (cash retainer + one-year RSUs); compensation cap across Board/subsidiaries enforced; ownership guidelines and anti-hedging/pledging policies support alignment and reduce risk-taking .
- Signals and watch items:
- Small planned insider sales under a 10b5-1 plan in 2025—typical for directors managing tax/liquidity and not indicative of adverse governance by itself .
- Subsidiary board fees materially contribute to “All Other Compensation”; within cap and aligned with regulatory oversight workload, but monitor for any evolving conflicts or overboarding concerns—ICE limits directors to a maximum of five public company boards and caps total director compensation .
- RED FLAGS: None observed in filings—no pledging/hedging permitted; no related-party transactions disclosed involving Ms. Tirinnanzi; independence confirmed .