Sharon Y. Bowen
Intercontinental ExchangeAbout Sharon Y. Bowen
Sharon Y. Bowen, age 68, has served as an independent director of Intercontinental Exchange (ICE) since 2017. She is a former CFTC Commissioner (2014–2017), prior Vice Chair and Acting Chair of SIPC, and a longtime corporate partner at Latham & Watkins (1988–2014). She holds a BA in Economics (UVA), an MBA (Kellogg/Northwestern), a JD (Northwestern Pritzker School of Law), and an Honorary Doctor of Laws (Northwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. CFTC | Commissioner; Sponsor of Market Risk Advisory Committee | 2014–2017 | Led MRAC; regulatory oversight of derivatives markets |
| SIPC | Vice Chair; Acting Chair | 2010–2012 (Acting Chair in 2012) | Oversight of securities investor protection regime |
| Latham & Watkins LLP | Partner (NY) | 1991–2014 (senior associate from 1988) | Corporate/securities law; financial services expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYSE Group (ICE subsidiary) | Chair of the Board; co-chair NYSE Board Advisory Council | Current | Chairs NYSE board; service on U.S. regulated NYSE subsidiary boards |
| Akamai Technologies, Inc. | Director | Since 2021 | Public company board |
| Neuberger Berman Group LLC | Director | Since 2019 | Investment firm board |
Board Governance
- Committee assignments: Risk Committee member; not a committee chair at ICE .
- Independence: ICE determined she is independent under NYSE listing standards and ICE Governance Guidelines; Board found no transactions raising independence issues .
- Attendance and engagement: In 2024, the Board held 4 meetings; Risk Committee held 4; non-management directors met in executive sessions led by the Lead Independent Director; each director attended at least 75% of meetings and all directors attended the 2024 Annual Meeting . Bowen attended 11 board and committee meetings across NYSE subsidiaries in 2024 .
- Lead Independent Director: Role held by Thomas E. Noonan; presides over executive sessions and investor engagement .
Fixed Compensation
| Component | ICE Policy / Level | Bowen 2024 Amount |
|---|---|---|
| Board annual cash retainer | $100,000 | Part of $110,000 cash total |
| Committee member retainer | $15,000 (Audit); $10,000 (Comp, Nominating, Risk) | Included in $110,000 cash total |
| Committee chair retainer | $35,000 (Audit); $30,000 (Comp); $25,000 (Nominating, Risk) | Not applicable (not chair) |
| Lead Independent Director fee | $65,000 | Not applicable |
| Equity grant (RSUs) | $220,000 per year; one-year vest | $219,918 (granted May 16, 2024) |
| Meeting fees | None | None |
| Subsidiary board service fees | Paid for regulated subsidiary service | $130,000 (NYSE subsidiaries) |
- Total 2024 non-employee director compensation: $459,918 (Cash fees $110,000; Stock awards $219,918; Other compensation—subsidiary board fees $130,000). Equity comprised ~47.8% of total, indicating balanced cash/equity alignment (calculated from values; amounts cited above) .
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned director equity or cash incentives (annual RSUs vest one year from grant) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure |
|---|---|---|
| Akamai Technologies, Inc. | Public | Technology infrastructure; no disclosed related-party dealings with ICE |
| Neuberger Berman Group LLC | Private investment firm | No disclosed related-party transactions with ICE |
| NYSE Group & NYSE U.S. regulated exchanges | ICE subsidiaries | Chair and subsidiary board service; compensated separately; regulated oversight context |
Expertise & Qualifications
- Regulatory: Former CFTC Commissioner; SIPC leadership .
- Legal/Financial Markets: Corporate/securities law practice; securities industry experience .
- Education: BA (Economics, UVA); MBA (Kellogg); JD (Northwestern); Honorary Doctor of Laws (Northwestern) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 14,462; less than 1% of class |
| Shares outstanding reference | 574,498,015 shares (record date March 20, 2025) |
| Stock ownership guidelines | Directors must hold 5x annual cash retainer; all directors in compliance |
| Hedging/pledging | Prohibited (Global Personal Trading Policy); applies to directors |
Governance Assessment
- Committee role and fit: Bowen’s regulatory and securities-law experience aligns with her Risk Committee assignment and subsidiary exchange governance roles, supporting oversight of cyber/data privacy and enterprise risk .
- Independence and conflicts: ICE’s Board affirmed her independence and reported no transactions that raise independence issues. Subsidiary board compensation is disclosed and capped under ICE’s non-employee director plan; ICE maintains a rigorous related-party transaction review policy under the Nominating & Corporate Governance Committee .
- Attendance and engagement: Board and committee cadence (4 Board; 4 Risk in 2024) with executive sessions; Bowen’s active NYSE subsidiary participation (11 meetings) indicates substantive engagement within regulated entities .
- Alignment and incentives: Balanced director pay with meaningful equity (RSUs) and stringent ownership/anti-hedging policies underpin investor alignment .
- Say-on-pay oversight signal: 2024 say-on-pay received ~79% support, with Compensation Committee responsiveness and program changes (greater multi-year PSUs, transparency). While focused on NEOs, it reflects board-level attentiveness to shareholder feedback on pay governance .
- Red flags: No pledging/hedging; no delinquent Section 16 filings; no disclosed related-party transactions involving Bowen. Note that dual roles as NYSE Chair and ICE director could pose perceived conflicts, but independence was affirmed and activities occur within regulated subsidiary frameworks with explicit governance safeguards .
Overall signal: Strong regulatory and legal credentials, independent status, and disclosed subsidiary board compensation within ICE’s governance architecture support investor confidence; monitoring remains prudent given dual roles across parent and exchange subsidiaries .