Thomas E. Noonan
Intercontinental ExchangeAbout Thomas E. Noonan
Thomas E. Noonan (age 64) is ICE’s Lead Independent Director and an independent director since 2016, with a cybersecurity and entrepreneurial background spanning multiple successful software companies and public service on the U.S. National Infrastructure Advisory Council (2002–2020). He holds a B.S. in Mechanical Engineering from Georgia Tech and a CSS in Business Administration & Management from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco (Energy Management) | General Manager | 2013–2016 | Led energy management business post-JouleX acquisition |
| JouleX | Co-founder & CEO | Pre-2013 (acquired by Cisco in 2013) | Built energy management software, exited via acquisition |
| Internet Security Systems (ISS) | Co-founder; Chair, President & CEO | 1994–2006 (acquired by IBM in 2006) | Scaled leading cybersecurity firm; strategic sale to IBM |
| Endgame Security | Co-founder | 2008– | Provided software to U.S. intelligence and DoD |
| Actuation Electronics | Founder | 1985– | Early entrepreneurial hardware/software work |
| Leapfrog Technologies | Founder | 1987– | Early-stage technology ventures |
| National Infrastructure Advisory Council (NIAC) | Member | 2002–2020 | Advising on critical infrastructure protection |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechOperators, LLC | Founding Partner | Current | Early-stage cybersecurity/software investing |
| TEN Holdings, LLC | Chair | Current | Portfolio leadership |
| Manhattan Associates | Director | Since 1999 | Long-tenured board experience at supply chain software firm |
Board Governance
- Lead Independent Director: Elected by independent directors in March 2022 and re-elected annually; presides at all executive sessions, co-sets agendas, liaises with major shareholders, and leads board/committee succession and evaluations; actively involved in onboarding, director training, and stockholder engagement .
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Risk Committee .
- Nominating & Corporate Governance Committee scope: Board refreshment, independence monitoring, related-party approvals, sustainability oversight, governance guidelines, and annual board/committee evaluation process .
- Risk oversight: Risk Committee oversees enterprise, cybersecurity and data privacy risks; receives quarterly briefings, with updates reported to full Board .
- Independence: Board determined Noonan (and all non-management directors) are independent; no transactions creating independence issues .
- Attendance and engagement: Board held 4 meetings in 2024; Audit 6, Compensation 5, Nominating & Corporate Governance 5, Risk 4; each director attended at least 75% of meetings; Noonan presided over non-management executive sessions .
- Board refreshment: Charters updated in May 2024; board continues succession planning and refresh efforts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $100,000 | Standard board retainer |
| Committee Chair Retainer (Nominating & Corporate Governance) | $25,000 | Chair fee (in lieu of member fee) |
| Risk Committee Member Retainer | $10,000 | Committee membership fee |
| Lead Independent Director Fee | $65,000 | Additional leadership retainer |
| Total Cash Fees (2024) | $200,000 | Reported total cash fees for Noonan |
| Annual Director RSU Grant (Fair Value) | $219,918 | Granted May 16, 2024; vests in 1 year; sized at grant-date close price $138.40 |
| RSU Units Granted (2024) | 1,589 | Unvested RSUs outstanding at YE 2024 |
| Meeting Fees | $0 | Directors do not receive per-meeting fees |
| Benchmarking | CAP engaged; 2024 pay levels consistent with 2023 | Independent consultant benchmarks director pay |
Performance Compensation
- No performance-based director pay disclosed; annual equity is time-based RSUs that vest one year from grant date, not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Manhattan Associates | Director | No ICE Compensation Committee interlocks in 2024; committee members had no interlocks and were not ICE officers . |
Expertise & Qualifications
- Cybersecurity and software entrepreneurship, with successful exits (ISS→IBM, JouleX→Cisco), and continued investing via TechOperators .
- Public-sector critical infrastructure advisory tenure (NIAC 2002–2020), enhancing regulatory and risk oversight expertise .
- Long-standing public board experience (Manhattan Associates since 1999) supports governance acumen .
Equity Ownership
| Item | Detail | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 20,096 shares | Less than 1% of outstanding shares |
| Unvested RSUs at 12/31/2024 | 1,589 units | Annual director grant |
| Ownership Guidelines | 5x annual cash retainer for directors | All directors in compliance; new directors have 5 years to comply |
| Hedging/Pledging | Prohibited (short sales, options/derivatives, margin/pledging) | Updated Global Personal Trading Policy (Dec 2024) filed with 10-K |
Governance Assessment
- Strengths:
- Robust Lead Independent Director role, with agenda/meeting oversight, executive session leadership, stockholder engagement, and succession planning influence—supports effective independent oversight .
- Chairs the Nominating & Corporate Governance Committee that oversees independence, related-party transactions, board evaluations, and sustainability—central to governance quality and conflict management .
- Independence affirmed with no relationships impairing judgment; attendance thresholds met across Board and committees .
- Strong alignment via stock ownership policy (5x retainer), clawbacks (executive programs), and anti-hedging/pledging prohibitions—investor-friendly safeguards .
- Potential red flags:
- None disclosed specific to Noonan (no related-party transactions, no pledging/hedging, no committee interlocks) .
- Signals for investors:
- Governance posture appears strong: independent leadership, engaged board refresh, updated committee charters, and ongoing stockholder engagement process led in part by the Lead Independent Director .