Shantella E. Cooper
Intercontinental ExchangeAbout Shantella E. Cooper
Independent director at ICE since 2020; age 57. Cooper is Founder & CEO of Journey Forward Strategies, with prior senior leadership posts in transformation, operations, HR, and ethics across WestRock and Lockheed Martin Aeronautics. She holds BA degrees in Biology and Religion and an MBA from Emory University, plus an Executive Masters in Global HR Leadership from Rutgers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlanta Committee for Progress (ACP) | Executive Director | 2019–Mar 2022 | Led CEO coalition on City of Atlanta economic development with Mayor collaboration |
| WestRock Company | Chief Transformation Officer | 2016–2018 | Enterprise transformation leadership |
| Lockheed Martin Aeronautics | VP & GM; VP Human Resources; VP Business Ethics | 2011–2016 | Operations leadership; HR; ethics oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SouthState Corporation | Director | Since 2022 | Public company board service |
| Southern Company | Director | Since Oct 2023 | Public company board service |
| Georgia Power (Southern Company subsidiary) | Director | 2017–Oct 2023 | Utility subsidiary governance |
| Veritiv Corporation | Director | 2020–2023 | Prior to acquisition by CD&R |
| Atlantic Capital Bancshares | Director | 2019–2022 | Prior to SouthState merger |
Board Governance
- Committee roles: Chair, Risk Committee; Member, Compensation Committee .
- Independence: Board determined all non-management directors (including Cooper) are independent under NYSE, bylaws, Independence Policy, and Governance Guidelines, with no transactions creating independence issues .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; all ten directors attended the May 2024 annual meeting .
- Board/committee meetings held in 2024: Board 4; Audit 6; Compensation 5; Nominating & Corporate Governance 5; Risk 4 .
- Risk oversight: Risk Committee oversees enterprise risk, cybersecurity/data privacy; Chair reports to the full Board quarterly .
| Committee | 2024 Meetings | Cooper’s Role |
|---|---|---|
| Risk | 4 | Chair |
| Compensation | 5 | Member |
Fixed Compensation
- ICE director pay framework (2024): $100,000 annual Board retainer; committee member retainers $15,000 (Audit) and $10,000 (Comp/N&CG/Risk); chair retainers $35,000 (Audit), $30,000 (Comp), $25,000 (N&CG/Risk); Lead Independent Director $65,000; annual RSU grant valued at $220,000, vesting one year; no meeting fees .
- Cooper’s 2024 ICE Board-only compensation: Cash $135,000; Stock awards $219,918; Total $354,918 .
| Component | Amount (USD) | Detail |
|---|---|---|
| Board retainer (2024) | $100,000 | ICE annual retainer |
| Risk Committee – Chair retainer | $25,000 | ICE policy (N&CG/Risk chair) |
| Compensation Committee – member retainer | $10,000 | ICE policy (Comp member) |
| Total cash paid (ICE Board-only) | $135,000 | Actual 2024 cash |
| RSU grant (grant-date fair value) | $219,918 | ICE Board-only stock awards 2024 |
| Total (Board-only) | $354,918 | Sum of cash and RSUs |
Note: Combined compensation tables include subsidiary board fees; Cooper’s 2024 combined table shows cash $135,000; stock $219,918; total $354,918; no other compensation .
Performance Compensation
Non-employee director equity is time-based RSUs (no performance metrics); annual grant approved May 16, 2024, calculated using closing price $138.40, vesting one year from grant .
| RSU Detail | Grant info |
|---|---|
| Grant date | May 16, 2024 |
| Grant value | $219,918 (Board-only; equals $138.40 × units) |
| Units unvested at 12/31/2024 | 1,589 RSUs |
| Vesting | One year from grant date |
Other Directorships & Interlocks
- Current public boards: SouthState Corporation; Southern Company .
- Prior public boards: Veritiv; Atlantic Capital Bancshares .
- Compensation committee interlocks: None; ICE states no executive officers or directors had interlocks in 2024 .
- Subsidiary boards: ICE discloses which directors served on regulated subsidiary boards in 2024; Cooper is not listed among directors serving on subsidiaries in that table .
Expertise & Qualifications
- Brings business operations, transformation, cybersecurity and risk, HR, and economic development expertise; Board highlights this skill mix as part of refreshment efforts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Shantella E. Cooper | 9,023 | <1% | As of Mar 20, 2025; address ICE HQ |
| Unvested director RSUs (12/31/2024) | 1,589 | n/a | Unvested RSUs outstanding |
Alignment policies:
- Stock ownership guidelines require directors to hold 5× annual cash retainer; ICE reports all directors in compliance (new directors have five years to comply) .
- Anti-hedging/pledging: Directors prohibited from hedging, entering derivatives, short sales, and pledging/margin accounts under Global Personal Trading Policy (updated Dec 2024) .
Governance Assessment
- Independence and attendance: Positive—independent under NYSE and ICE policies; attendance at least 75% and annual meeting participation in 2024 .
- Committee leadership effectiveness: Serves as Risk Committee Chair overseeing enterprise risk and cybersecurity; direct quarterly reporting to the Board supports risk governance strength .
- Pay and ownership alignment: Cash fees align with role (Board, Comp member, Risk Chair) and are modest vs policy; equity delivered via time-based RSUs promotes long-term alignment; compliance with stringent ownership and anti-hedging/pledging policies further aligns interests .
- Other boards/conflicts: Multiple external directorships (SouthState; Southern Company) noted; ICE’s N&CG Committee reviews related-party transactions, and Board determined no transactions affecting independence for non-employee directors, mitigating conflict risk . ICE caps aggregate director compensation (Board plus subsidiaries) at $850,000 per year; directors were below the cap in 2024 .
- RED FLAGS: None disclosed—no independence issues, no hedging/pledging, no meeting attendance concerns, and no disclosed related-party transactions involving Cooper .