Intercontinental Exchange, Inc.
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DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant 
Filed by a Party other than the Registrant 
Check the appropriate box:
 
   Preliminary Proxy Statement  
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
   Definitive Proxy Statement  
   Definitive Additional Materials    
   Soliciting Material Pursuant to
§240.14a-12
   
INTERCONTINENTAL EXCHANGE, INC.
 
(Name of Registrant as Specified In Its Charter)
 
   
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
 


 

 

 

LOGO

Intercontinental Exchange, Inc.

Notice of 2024 Annual Meeting and Proxy Statement

 

 

 

 


 

LOGO

April 1, 2024

Dear Stockholder:

On behalf of the Board of Directors and the management of Intercontinental Exchange, Inc., I am pleased to invite you to the 2024 Annual Meeting of Stockholders. The Annual Meeting will be held via webcast on Friday, May 17, 2024 at 8:30 a.m., Eastern time. There will be no in-person meeting. We believe that in light of the success of our virtual meetings the past three years, conducting a virtual meeting will continue to allow wide participation among our stockholders. Stockholders will be able to listen, vote, and submit questions from any remote location with Internet connectivity. Online check-in will begin at 8:15 a.m., Eastern time, and you should allow ample time for the check-in procedures. Information on how to participate in this year’s virtual meeting can be found on page 67.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be conducted at the Annual Meeting. Our senior officers, as well as representatives from our independent registered public accounting firm, will be available at the virtual meeting to respond to appropriate questions from stockholders.

Again this year, we are delivering proxy materials for the Annual Meeting under the Securities and Exchange Commission’s (the “SEC”) “Notice and Access” rules. These rules permit us to furnish proxy materials, including the attached Notice of Annual Meeting, Proxy Statement and our 2023 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. The rules also allow us to help the environment by reducing the consumption of paper, energy and other natural resources and to lower our printing and distribution expenses. Our stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions on how to access and review all of our proxy materials on the Internet. Our stockholders will not receive printed copies unless they request them. The Notice also explains how you may submit your proxy on the Internet.

Whether or not you plan to participate in the virtual meeting, please complete, sign, date and return your proxy card or vote telephonically or electronically using the telephone and Internet voting procedures described on the proxy card at your earliest convenience.

 

Sincerely,
LOGO

Jeffrey C. Sprecher

Chair and Chief Executive Officer

Intercontinental Exchange, Inc. | ICE


 

 

 

INTERCONTINENTAL EXCHANGE, INC. 5660 NEW NORTHSIDE DRIVE, THIRD FLOORATLANTA, GEORGIA 30328

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

LOGO   

 

www.virtualshareholdermeeting.com/ICE2024

LOGO   

 

Friday, May 17, 2024
8:30 a.m., Eastern time

 

 

The Board of Directors has fixed the close of business on March 21, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

The webcast of the virtual meeting will be accessible by the public. To vote and submit questions at the virtual annual meeting, stockholders of record will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares of common stock through a broker or nominee, you will need to obtain your control number from your broker in order to vote and submit questions at the virtual meeting. For detailed instructions, please refer to page 67 in this Proxy Statement.

A list of stockholders entitled to vote at the 2024 Annual Meeting of Stockholders will be available for inspection upon request of any stockholder for any purpose germane to the meeting at our principal executive offices, located at 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328, during the ten days prior to the meeting, during ordinary business hours.

By Order of the Board of Directors,

 

LOGO

Andrew J. Surdykowski

General Counsel

Intercontinental Exchange, Inc. | ICE

Atlanta, Georgia

April 1, 2024

 

LOGO

 

 

Agenda:

 

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Intercontinental Exchange, Inc. will be held via webcast only on Friday, May 17, 2024 at 8:30 a.m., Eastern time, for the purposes of considering and voting upon:

 

1.  The election of ten directors to serve until the 2025 Annual Meeting of Stockholders;

 

2.  An advisory resolution to approve our executive compensation;

 

3.  The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

 

4.  A stockholder proposal regarding independent board chairman, if properly presented at the Annual Meeting; and

 

5.  Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

 

How to Vote:

 

LOGO   LOGO   LOGO
phone   internet   mail

 

WHETHER OR NOT YOU EXPECT TO PARTICIPATE, PLEASE SUBMIT YOUR PROXY WITH VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET (BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD) OR BY MAIL IF YOU RECEIVE A PRINTED PROXY CARD.

 

 


 

 

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on May 17, 2024

 

We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders rather than mailing a full paper set of the materials. The Notice contains instructions on how to access our proxy materials on the Internet and how to vote, as well as instructions on how to obtain a paper copy of the proxy materials.

 

For additional information, see Additional Information – Voting Instructions and

Frequently Asked Questions below.

 

To Vote by Internet and to Receive Materials Electronically

 

Read the Proxy Statement.

 

Go to the website that appears on your proxy card: www.proxyvote.com.

 

Enter the control number found on the front of your proxy card and follow the simple instructions. We recommend that you choose to receive an e-mail notice when proxy statements and annual reports are available for viewing over the Internet. This will reduce bulky paper mailings, help the environment, and lower expenses paid by Intercontinental Exchange, Inc.

 


 

 

 

TABLE OF CONTENTS

 

     Page  
INTRODUCTION      1  
EXECUTIVE SUMMARY      1  

Matters to be Voted on at Our Annual Meeting

     1  

Record Date for Voting and Shares Outstanding

     1  

Corporate Governance Developments and Highlights

     2  

Financial and Business Performance Highlights

     4  

Compensation Developments and Highlights

     4  
CORPORATE GOVERNANCE      6  

PROPOSAL 1 — ELECTION OF DIRECTORS

     6  

Board of Directors

     6  

Nominees for Election as Directors at the 2024 Annual Meeting

     6  

Directors’ Recommendation

     11  

STRUCTURE AND ROLE OF OUR BOARD

     12  

Meetings and Committees of the Board of Directors

     12  

Independent Non-Employee Directors

     14  

Requirements for Directors

     15  

Board Evaluations and Succession Planning

     15  

Nomination of Directors

     15  

Board Leadership Structure

     16  

Board Oversight of Strategy

     17  

Board Oversight of Risk

     17  

Our ESG Strategy and Board Oversight of ESG

     18  

Board Oversight of Human Capital Management

     18  

Board of Directors Governance Guidelines

     19  

Board Education

     19  

Stockholder Engagement

     19  

Stockholder Recommendations for Director Candidates

     20  

Global Code of Business Conduct and Global Personal Trading Policy

     21  

Communications with the Board of Directors

     21  

Political Contributions

     21  
COMPENSATION MATTERS      22  

PROPOSAL 2 — ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

     22  

Directors’ Recommendation

     22  

COMPENSATION DISCUSSION & ANALYSIS

     23  

Introduction

     23  

Highlights of our 2023 Performance

     24  

2023 Executive Compensation

     24  

Other Compensation and Benefits

     33  

2023 “Say-on-Pay” Vote Result and Stockholder Engagement

     33  

Compensation Practices

     33  

Role of Compensation Consultant

     34  

Compensation Peer Group

     35  

Risk Assessment with Respect to Compensation

     35  

Clawback Policy

     35  

Termination of Employment and Change of Control Payments

     36  

Stock Ownership Policy, Retention Recommendations and Anti-Hedging and Anti-Pledging Policy

     36  

EXECUTIVE COMPENSATION

     38  

2023 Summary Compensation Table

     38  

2023 All Other Compensation

     39  

2023 Grants of Plan-Based Awards

     40  

Outstanding Equity Awards at 2023 Fiscal Year-End

     41  

Option Exercises and Stock Vested During 2023

     44  

2023 Pension Benefits

     44  

2023 Nonqualified Defined Contribution and Other Deferred Compensation Plans

     44  

Employment Agreements and Other Factors Affecting 2023 Compensation

     45  

2023 Potential Payments upon Termination or Change in Control

     47  

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     48  

NON-EMPLOYEE DIRECTOR COMPENSATION

     48  

2023 Director Compensation Table

     50  

COMPENSATION COMMITTEE REPORT

     52  

PAY RATIO

     52  

PAY VERSUS PERFORMANCE

     53  

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGEi


TABLE OF CONTENTS

 

 

     Page  
AUDIT MATTERS      56  

AUDIT COMMITTEE REPORT

     56  

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024

     58  

INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

     58  

Audit and Non-Audit Fees

     58  

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

     58  
OTHER PROPOSALS FOR YOUR CONSIDERATION      59  

PROPOSAL 4 — STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

     59  

Statement by the Proponent Supporting the Stockholder Proposal

     59  

Statement by Our Board of Directors Against the Stockholder Proposal

     60  

Directors’ Recommendation

     62  
ADDITIONAL INFORMATION      63  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     63  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     64  

Related Party Transactions Approval Policy

     64  

Relationships with Our Stockholders

     65  

Private Aircraft Arrangement

     65  

DELINQUENT SECTION 16(A) REPORTS

     66  

INSTRUCTIONS FOR ATTENDING THE VIRTUAL ANNUAL MEETING

     67  

VOTING INSTRUCTIONS AND FREQUENTLY ASKED QUESTIONS

     68  

INCORPORATION BY REFERENCE

     73  

STOCKHOLDERS’ PROPOSALS FOR 2025 ANNUAL MEETING

     74  

Director Nominations

     74  

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

     75  
EXHIBIT A — CERTAIN DEFINITIONS RELATED TO OUR OWNERSHIP AND VOTING LIMITATIONS      A-1  

 

 

iiINTERCONTINENTAL EXCHANGE2024 Proxy Statement


INTRODUCTION

This Proxy Statement is furnished to the stockholders of Intercontinental Exchange, Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) to be voted at the 2024 Annual Meeting of Stockholders and at any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held via webcast on Friday, May 17, 2024 at 8:30 a.m., Eastern time. There will be no physical location for stockholders to attend the Annual Meeting. Stockholders may only participate online. If you plan to participate in the virtual meeting, please see the instructions on page 67 of this Proxy Statement. Stockholders will be able to listen, vote, and submit questions from any location that has Internet connectivity. The approximate date on which this Proxy Statement and form of proxy card are first being sent or given to stockholders is April 1, 2024.

When used in this Proxy Statement, the terms “we,” “us,” “our,” “Intercontinental Exchange,” “ICE” and the “Company” refer to Intercontinental Exchange, Inc.

EXECUTIVE SUMMARY

This summary highlights certain information contained elsewhere in our Proxy Statement. You should read our entire Proxy Statement carefully before casting your vote.

Matters to be Voted on at Our Annual Meeting

 

       

Matters to be Voted on at Our Annual Meeting

Board
Recommendation
Vote Required For more
detail, see page:

1.  Election of Directors

FOR

each Director

Majority of

votes cast

6

2.  Advisory Resolution To Approve Executive Compensation

FOR Majority of

votes cast

22

3.  Ratification of Ernst & Young LLP As Our Independent Registered Public   Accounting Firm

FOR Majority of

votes cast

58

4.  Stockholder Proposal Regarding Independent Board Chairman

AGAINST Majority of

votes cast

59

Record Date for Voting and Shares Outstanding

We had 573,428,786 shares of our common stock, par value $0.01 per share (the “Common Stock”), outstanding as of March 21, 2024, the record date for determining holders of our Common Stock entitled to vote at the Annual Meeting.

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE1


Corporate Governance Developments and Highlights

 

The current directors that are nominated for re-election will serve a one-year term expiring at the 2025 Annual Meeting of Stockholders. Our Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has determined that nine of our ten director nominees are independent under the listing standards of the New York Stock Exchange, LLC (“NYSE”) and the Board of Directors Corporate Governance Guidelines (the “Governance Guidelines”) and Independence Policy adopted by our Board of Directors.

 

Our Board of Directors is led by Mr. Jeffrey C. Sprecher, who serves as Chair of our Board of Directors (“Board Chair”), and Mr. Thomas E. Noonan, who has been elected as Lead Independent Director for 2024. In March 2022, our independent directors elected Mr. Noonan to serve as the Lead Independent Director of our Board and have re-elected him annually since 2022. The Lead Independent Director has robust responsibilities and independent authority, including presiding at all executive sessions of the non-management directors. Additional information on the role of the Lead Independent Director is set forth below and under Corporate Governance — Structure and Role of Our Board — Board Leadership Structure.

 

There have been several important developments regarding the composition of our Board of Directors and governance matters.

 

   The Board of Directors has nominated ten director nominees. The Board of Directors believes that the ten director nominees collectively have the diversity of experiences, perspectives and skills to effectively oversee and guide our business.

 

   The Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has approved updates to our Governance Guidelines to codify and more clearly reflect our existing practices. Our updated Governance Guidelines are available on our website, and a summary of the updates are set forth below:

 

   Clarifying that the Nominating & Corporate Governance Committee will, as appropriate, take into account feedback from the members of the Board, including feedback provided as part of the Board’s annual self-evaluation process, in applying its criteria for determining new director nominees;

 

   Codifying our expectation that, while the Chief Executive Officer is serving as the Board Chair, he may not serve on the board of more than one other public company (Mr. Sprecher is not currently serving on the board of any other public company);

 

   Clarifying that the Chief Executive Officer may (but is not required to) serve as the Board Chair, and that, when the same person serves in both roles or when the Chair of the Board is not an independent director, the independent directors must elect from their ranks an independent director to serve as the Lead Independent Director;

  

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

 

2INTERCONTINENTAL EXCHANGE2024 Proxy Statement


Corporate Governance Developments and Highlights

 

   

Codifying and clarifying the robust role and responsibilities of the Lead Independent Director, including specifying that the Lead Independent Director is responsible for:

 

   

Calling meetings of the non-management directors;

 

   

As appropriate, providing feedback from executive sessions to the Board Chair or management of the Company;

 

   

Reviewing and approving, in consultation with the Board Chair, the schedule and agendas for Board meetings, and having the authority to add items to the agenda for any Board meeting;

 

   

Reviewing and providing feedback to the Board Chair or management of the Company on the information sent to the Board;

 

   

Serving as the principal liaison between the non-management directors and the Board Chair and management of the Company;

 

   

Being available to meet with major stockholders under appropriate circumstances, including participating in and during communications with such stockholders;

 

   

Consulting with the chairs of the Nominating & Corporate Governance Committee and Compensation Committee (if such roles are not held by the Lead Independent Director) regarding the performance of, and the succession planning process for, the Chief Executive Officer, and lead discussions among the non-management directors regarding management succession planning;

 

   

In consultation with the chair of the Nominating & Corporate Governance Committee (if such role is not held by the Lead Independent Director), leading discussions among the non-management directors regarding the Board’s annual self-evaluation, including the performance of the Board Chair; and

 

   

Codifying our practice that the Compensation Committee consults with the Lead Independent Director, the Nominating & Corporate Governance Committee or the Board of Directors, as appropriate, in conducting timely succession planning for the Chief Executive Officer and other senior executive officers of the Company.

 

   

In the last few years, we continued to refresh our Board and have added further skill sets and diversity to our Board of Directors in connection with the following appointments:

 

   

Caroline Silver, who joined our Board of Directors in August 2020, brings experience in international investment banking, mergers and acquisitions, risk and technology.

 

   

Shantella Cooper, who joined our Board of Directors in December 2020, brings experience in business operations and transformation, cybersecurity and risk, human resources and economic development.

 

   

Mark Mulhern, who joined our Board of Directors in December 2020, brings experience in financial leadership, energy and real estate.

 

   

Martha Tirinnanzi, who joined our Board of Directors in March 2022, brings experience in derivatives markets and related businesses and audit, risk and governance expertise across financial and mortgage industries.

 

   

Consistent with our commitment to developing a Board with diverse viewpoints, backgrounds, skills and experiences, since 2017 we have added six female directors to the Board. One of the directors, Ms. Cairns, did not stand for re-election in 2019 due to a business conflict, and we subsequently appointed new female directors to the Board of Directors in August 2020, December 2020 and March 2022. In addition, three out of ten of our director nominees identify as persons of color.

 

   

Four out of ten director nominees have a tenure of less than five years; these directors bring fresh perspectives that are balanced by the institutional knowledge of longer-tenured members of our Board.

 

   

From time-to-time, the Nominating & Corporate Governance Committee engages a third-party recruiting firm to help us in our search for diverse board candidates with particular skill sets that we deem important. We used a third-party recruiting firm in the search that identified Ms. Silver in 2020.

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE3


Financial and Business Performance Highlights

ICE continued to deliver strong annual operating results as evidenced by the following 2023 performance highlights:

 

   

Eighteenth consecutive year of record revenues, including record financial results each year as a public company;

 

   

2023 net revenues1 of $8.0 billion; 2023 GAAP diluted earnings per share (“EPS”) of $4.19 and 2023 adjusted diluted EPS2 of $5.62, up 6% year-over-year;

 

   

Record 2023 operating income of $3.7 billion and record adjusted operating income2 of $4.7 billion, up 9% year-over-year;

 

   

Annual operating cash flow of $3.5 billion, and record adjusted free cash flow2 of $3.2 billion, up 10% year-over-year;

 

   

Expanded our mortgage network with the strategic acquisition of Black Knight, Inc. (“Black Knight”) completed in September 2023;

 

   

Returned nearly $1 billion to stockholders through dividends in 2023, and increased first quarter 2024 quarterly dividend by 7% relative to 2023;

 

   

Three-year total stockholder return (“TSR”) of 16% (based on stock price increase from $110.72 on December 31, 2020 to $128.43 on December 31, 2023, plus quarterly dividend payments); and

 

   

Expanded and strengthened markets served and range of data, technology and risk management services through organic growth and strategic acquisitions and investments.

Compensation Developments and Highlights

We continue to maintain a well-balanced and performance-based executive compensation program, including:

 

   

More than 90% of named executive officer (“NEO”) targeted compensation delivered through variable, performance-based compensation programs;

 

   

More than 68% of NEO targeted compensation delivered through equity compensation programs;

 

   

Continued emphasis on shifting toward multi-year performance measures within equity compensation programs;

 

   

Annual cash bonus opportunity and performance stock units (“PSUs”) capped at 200% of the established target opportunity;

 

   

Mandatory and competitive stock ownership requirements;

 

   

Robust compensation clawback policies, including a clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements;

 

   

Anti-hedging and anti-pledging policy requirements;

 

   

Change in control protection that requires a “double-trigger” (i.e., there must be a change in control and a termination of the executive’s employment) for payment to be provided; and

 

   

No “golden parachute” excise tax gross-up provisions in employment agreements with our NEOs.

In February 2024, our Compensation Committee approved payouts for our annual bonus and PSU awards. Our annual bonuses for 2023 performance were paid at 109% of target for our NEOs. The performance achievement for the PSUs granted in February 2023 that are subject to a one-year EBITDA3 performance measure (the “EBITDA-based PSUs”) was 107.9% of target. Because ICE’s 2023

 

1 

Net revenue figures represent total revenues less transaction-based expenses.

2 

Adjusted diluted EPS, adjusted operating income, and adjusted free cash flow are non-generally accepted accounting principle (“GAAP”) metrics. Please refer to the section titled “Non-GAAP Measures” in ICE’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024, and our earnings supplement at www.ir.theice.com, for the most comparable GAAP metrics, reconciliations to the most comparable GAAP metrics and an explanation why management believes the non-GAAP metrics provide useful information to investors about ICE’s financial condition or results of operations.

3 

EBITDA is “earnings before interest and other non-operating income and expense, taxes, depreciation and amortization,” which is a non-GAAP financial measure. EBITDA serves as a performance target for ICE. For information on the calculation of EBITDA, please see Compensation Matters — Compensation Discussion & Analysis — 2023 Executive Compensation — Equity Compensation below.

 

 

4INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EBITDA performance was above target, the award was subject to a reduction based on ICE’s 2023 TSR relative to that of the S&P 500. ICE’s TSR performance was below that of the S&P 500 by less than 10% and after the applicable reduction was applied, each NEO earned 154.7% of EBITDA-based PSUs (down from 161% before the reduction). ICE had historically used a one-year EBITDA performance measure for the PSU plan. Beginning in 2017, we introduced a PSU that is tied to our three-year TSR performance against the S&P 500 (the “TSR-based PSUs”) to introduce a longer-term measure in our performance-based stock awards. The fifth of such awards (the TSR-based PSUs granted in 2021) vested in February 2024 at 80% of target, given our performance at the 40th percentile of the S&P 500. NEO long-term incentive compensation was delivered 40% in three-year TSR-based PSUs, 40% in EBITDA-based PSUs and 20% in stock options. The same mix was utilized for the 2022 and 2023 equity awards. Each of these items is discussed in more detail below in Compensation Matters — Compensation Discussion & Analysis.

We believe that our mix of cash/non-cash and short-term/long-term incentives provides an appropriate balance between our longer-term business objectives and shorter-term retention and competitive needs. We also believe that providing the majority of our NEOs’ compensation in the form of long-term equity awards, when combined with our clawback policies and stock ownership requirements, both of which are described below, has the additional benefit of discouraging employees from taking inappropriate risks.

You should review Compensation Matters — Compensation Discussion & Analysis and Compensation Matters — 2023 Executive Compensation below and the compensation-related tables for a complete understanding of our compensation program, including a detailed review of the philosophy, process, considerations and analysis involved in the determination of compensation granted or paid to our NEOs.

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE5


 

 

 

CORPORATE GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS

Board of Directors

Under our Sixth Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and our Ninth Amended and Restated Bylaws (our “Bylaws”), our Board of Directors sets the number of directors who may serve on the Board of Directors through resolutions adopted by a majority of the directors then in office. The size of our Board of Directors is currently set at ten directors and presently consists of ten directors. All of our nominees, if elected, will serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Each director will hold office until his or her successor is duly elected and qualified or until the director’s earlier resignation or removal.

Each of our directors is elected by majority vote in an uncontested election. A director who fails to receive a majority of “FOR” votes cast by stockholders entitled to vote will be required to tender his or her resignation to our Board of Directors. Our Nominating & Corporate Governance Committee will then act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by our Board of Directors. Our Board of Directors expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. Our Board of Directors and our Nominating & Corporate Governance Committee may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

Nominees for Election as Directors at the 2024 Annual Meeting

On the recommendation of the Nominating & Corporate Governance Committee, our Board of Directors has nominated the persons named below for election as directors at the Annual Meeting, each to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders. All of the nominees currently are members of the Board of Directors. Our Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has determined that each of our non-employee directors is independent in accordance with NYSE listing standards and our Board of Directors Governance Guidelines as described below under Corporate Governance — Structure and Role of Our Board — Independent Non-Employee Directors.

Each of the nominees has confirmed that he or she expects to be able to continue to serve as a director until the end of his or her term. If, however, at the time of the Annual Meeting, any of the nominees named below is not available to serve as a director (an event which the Board of Directors does not anticipate), all the proxies granted to vote in favor of such director’s election will be voted for the election of such other person or persons, if any, recommended by the Nominating & Corporate Governance Committee and approved by the Board of Directors. Proxies cannot be voted for a greater number of directors than the ten nominees named in this Proxy Statement. For a discussion of our policy regarding qualification and nomination of director candidates, see Corporate Governance — Structure and Role of Our Board — Nomination of Directors below.

 

 

LOGO

 

6INTERCONTINENTAL EXCHANGE2024 Proxy Statement


CORPORATE GOVERNANCE

 

 

Set forth below are the nominees’ names, biographical information, age, summary of qualifications, whether the director is considered independent, the year in which each director joined our Board of Directors and the board committees of the Company on which the director currently serves:

 

Name    Biographical Information

Hon. Sharon Y.

Bowen

 

LOGO

 

Age: 67

 

Independent Director

since 2017

 

  

Ms. Bowen served as a Commissioner of the United States (the “U.S.”) Commodity Futures Trading Commission (the “CFTC”) from 2014 to 2017. During that time, she was a sponsor of the CFTC Market Risk Advisory Committee. Ms. Bowen was previously confirmed by the U.S. Senate and appointed by President Barack Obama on February 12, 2010 to serve as Vice Chair of the Securities Investor Protection Corporation (the “SIPC”). She assumed the role of Acting Chair of SIPC in March 2012. Prior to her appointment to the CFTC, she was a partner in the New York office of Latham & Watkins LLP. She joined Latham & Watkins LLP as a senior corporate associate in the summer of 1988 and became a partner in January 1991 and continued at Latham & Watkins LLP until 2014. She serves as the Chair of the Board of Directors of the New York Stock Exchange (“NYSE”), our subsidiary. Ms. Bowen also serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and serves as co-chair of the NYSE Board Advisory Council. In addition, she has served on the Board of Directors of Neuberger Berman Group LLC since 2019 and on the Board of Directors of Akamai Technologies, Inc. since 2021. Ms. Bowen earned a Bachelor of Arts degree in Economics from the University of Virginia, a Master of Business Administration from the Kellogg School of Management at Northwestern University, a Juris Doctor from the Northwestern Pritzker School of Law. She holds an Honorary Doctor of Laws from Northwestern University.

 

Qualifications

In light of Ms. Bowen’s regulatory experience from working at the CFTC and SIPC, as well as her legal background and work in the securities industry, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Bowen should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Risk Committee

 

 

Shantella E. Cooper

 

LOGO

 

Age: 56

 

Independent Director

since 2020

 

  

Ms. Cooper is the Founder and Chief Executive Officer of Journey Forward Strategies, LLC, a solutions-focused consulting firm that specializes in leadership development and organization effectiveness. She served as the Executive Director of Atlanta Committee for Progress (“ACP”), a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta from 2019 to March 2022. This unique public-private partnership is focused on priorities for the City of Atlanta in collaboration with the Mayor of Atlanta. Prior to joining ACP in 2019, Ms. Cooper served as Chief Transformation Officer of WestRock Company, a paper and packaging solutions company, from 2016 to 2018. From 2011 to 2016, Ms. Cooper served as Vice President and General Manager of Lockheed Martin Aeronautics Company, an aerospace and defense contractor. During her time at Lockheed Martin, Ms. Cooper served as Vice President of Human Resources as well as Vice President of Business Ethics for the Aeronautics Division. Ms. Cooper has served on the Board of Directors of SouthState Corporation since 2022 and Southern Company since October 2023. Prior to the merger with SouthState Corporation, she served on the Board of Directors of Atlantic Capital Bancshares, Inc. from 2019 to 2022. In addition, she served on the Board of Directors of Georgia Power Company, a subsidiary of Southern Company from 2017 to October 2023. Prior to its acquisition by Clayton, Dubilier & Rice, LLC, she served on the Board of Directors of Veritiv Corporation from 2020 to 2023. Ms. Cooper earned Bachelor of Arts degrees in Biology and Religion from Emory University, a Master of Business Administration from Emory University’s Goizueta Business School and an Executive Masters in Global Human Resource Leadership from Rutgers University.

 

Qualifications

In light of Ms. Cooper’s business operations, human resources, transformation experience, and her service on the boards of other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Cooper should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Risk Committee (Chair) and Compensation Committee

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE7


CORPORATE GOVERNANCE

 

 

Name    Biographical Information

Duriya M. Farooqui

 

LOGO

 

Age: 47

 

Independent Director

since 2017

 

  

Ms. Farooqui is an executive coach and mentor with The ExCo Group, focused on helping Fortune 500 companies develop high performing leadership teams. She was President of Supply Chain Innovation at Georgia-Pacific from 2019 to 2020. Ms. Farooqui previously served as the Executive Director of Atlanta Committee for Progress, a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta in partnership with the Mayor, a role she held from 2016 to 2018. Ms. Farooqui was a principal at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions from 2007 to 2013, including Director, Deputy Chief Operating Officer and finally as Chief Operating Officer from 2011 to 2013. As Chief Operating Officer of the City of Atlanta, she led all operating departments of the city including public safety agencies and Hartsfield-Jackson Atlanta International Airport. At the start of her career, she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development. Ms. Farooqui has served on the Board of Directors of InterContinental Hotels Group PLC (IHG) since 2020. She served on the Board of Directors of Iris Acquisition Corp., formerly known as Tribe Capital Growth Corp I from 2021 to 2022. Ms. Farooqui serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and ICE NGX, all of which are our subsidiaries. In addition, she co-chairs the NYSE Board Advisory Council. Ms. Farooqui holds a Bachelor of Arts degree in Economics and Mathematics from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard University.

 

Qualifications

In light of Ms. Farooqui’s experience in public service, international policy and economic development, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Farooqui should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Audit Committee

 

 

The Right Hon. the Lord Hague of Richmond

 

LOGO

 

Age: 63

 

Independent Director since 2015

 

  

Lord Hague is the Chair of The Royal Foundation of the Prince and Princess of Wales, Chair of the United for Wildlife Taskforce, and Chair of the International Advisory Board at the law firm Linklaters. Lord Hague currently serves as Chair of the Board of Directors of ICE Futures Europe, our subsidiary. He has previously served as an advisor to the JCB Group and Terra Firma Capital Partners. Mr. Hague was a member of the House of Parliament of the United Kingdom (“U.K.”) from 1989 to 2015, serving in various capacities, including Parliamentary Private Secretary to the Chancellor of the Exchequer, Parliamentary Under-Secretary of State at the Department of Social Security, Minister of State, Secretary of State for Wales, Foreign Secretary, First Secretary of State and most recently, Leader of the House of Commons. He is a member of the House of Lords. Prior to joining Parliament, Mr. Hague was a management consultant at McKinsey & Co Inc. and worked for Shell (UK) Limited. Lord Hague frequently carries out speaking engagements on regulatory and political matters. Mr. Hague holds a First-Class Honours degree in Philosophy, Politics, and Economics from Oxford University and a Master of Business Administration with distinction from the Institut Européen d’Administration des Affaires (or INSEAD).

 

Qualifications

In light of Lord Hague’s extensive governmental and political experience in the U.K., his service on the ICE Futures Europe board and the knowledge and experience he provides, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Lord Hague should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee and Compensation Committee

 

 

8INTERCONTINENTAL EXCHANGE2024 Proxy Statement


CORPORATE GOVERNANCE

 

 

Name    Biographical Information

Mark F. Mulhern

 

LOGO

 

Age: 64

 

Independent Director since 2020

 

  

Mr. Mulhern served as the Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc. (“Highwoods”), a publicly-traded real estate investment trust, until his retirement in January 2022. Prior to joining Highwoods in 2014, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. (“Exco”). Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. Mr. Mulhern joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles. He started his accounting and finance career at Price Waterhouse, now known as PricewaterhouseCoopers. Mr. Mulhern serves on the Board of Directors of ICE Mortgage Technology Holdings, Inc., our subsidiary. Mr. Mulhern previously served on the Board of Directors of Highwoods from 2012 to 2014 and the Board of Directors of Exco from 2010 to 2013. Mr. Mulhern currently serves on the Board of Directors of Barings BDC, Inc. and serves as an independent trustee of the Board of Trustees of Barings Global Short Duration High Yield Fund. He also serves on the Board of Directors of Barings Private Credit Corporation and Barings Capital Investment Corporation, each a business development company. Mr. Mulhern earned a Bachelor of Business Administration in Accounting from St. Bonaventure University and is a Certified Public Accountant.

 

Qualifications

In light of Mr. Mulhern’s financial leadership experience, knowledge of energy company operations, real estate background and his service as a director for other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Mulhern should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Compensation Committee (Chair) and Audit Committee

 

 

Thomas E. Noonan

 

LOGO

 

Age: 63

 

Independent Director since 2016 and Lead Independent Director

 

  

Mr. Noonan is a founding partner of TechOperators, LLC, and Chair of TEN Holdings, LLC. Most recently, he was the General Manager of the Energy Management business of Cisco from 2013 to 2016 following the acquisition of JouleX in 2013, where he was co-founder and CEO. Mr. Noonan founded Actuation Electronics in 1985 and Leapfrog Technologies in 1987 as well as co-founded Endgame Security in 2008, a leading provider of software solutions to the U.S. intelligence community and Department of Defense. Mr. Noonan co-founded Internet Security Systems in 1994, where he served as Chair, President and Chief Executive Officer prior to its acquisition by IBM in 2006. In 2002, President George W. Bush appointed Mr. Noonan to serve on the National Infrastructure Advisory Council, a White House homeland defense initiative that protects information systems critical to the nation’s infrastructure, where he served through 2020. Mr. Noonan has served on the Board of Directors of Manhattan Associates since 1999. Mr. Noonan earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a CSS in Business Administration and Management from Harvard University.

 

Qualifications

In light of Mr. Noonan’s cybersecurity expertise, successful entrepreneurial background and his business acumen, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Noonan should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee (Chair) and Risk Committee

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE9


CORPORATE GOVERNANCE

 

 

Name    Biographical Information

Caroline L. Silver

 

LOGO

 

Age: 61

 

Independent Director since 2020

 

  

Ms. Silver served as Managing Director and Partner at Moelis & Company (“Moelis”), an independent advisory firm, from 2009 until January 2020. She currently serves as a senior advisor at Moelis. Before joining Moelis, Ms. Silver served as Vice Chair of Investment Banking at Merrill Lynch (now Bank of America Merrill Lynch) from 2008 to 2009. Prior to that, Ms. Silver spent 14 years at Morgan Stanley, leading the European financial services investment banking business and was Vice Chair when she departed in 2008. She started her banking career in the City of London in 1987, working for British merchant bank Morgan Grenfell. Ms. Silver currently serves as the Chair of the Board of Directors of ICE Clear Europe Limited, one of our subsidiaries. Ms. Silver is currently Chair of the Board of Directors of Barratt Developments PLC (“Barratt”) since June 2023. In addition, she has served on the Board of Directors of Tesco PLC since 2022. Previously, Ms. Silver served on the Board of Directors of Meggitt PLC from 2019 to 2022, M&G PLC from 2019 to 2021, PZ Cussons PLC from 2014 to March 2023 and BUPA from 2017 to October 2023. Ms. Silver also served as a Trustee of The Victoria and Albert Museum where she was appointed by the U.K. Prime Minister from 2014 to 2022 and currently serves on the V&A Foundation. Ms. Silver earned a Bachelor of Arts degree in English Language and Literature from Durham University in the U.K. She is a qualified Chartered Accountant.

 

Qualifications

In light of Ms. Silver’s international investment banking and mergers and acquisitions experience and her business acumen, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Silver should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Risk Committee

 

 

Jeffrey C. Sprecher

 

LOGO

 

Age: 69

 

Non-Independent Director since 2000

 

  

Mr. Sprecher has been a director and our Chief Executive Officer since our inception and has served as Chair of our Board of Directors since November 2002. As our Chief Executive Officer, he is responsible for our strategic direction and operational and financial performance. Mr. Sprecher acquired CPEX, our predecessor company, in 1997. Prior to acquiring CPEX, Mr. Sprecher held a number of positions, including President, over a fourteen-year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants. While with Western Power, he was responsible for a number of significant financings. Mr. Sprecher holds a Bachelor of Science degree in Chemical Engineering from the University of Wisconsin and a Master of Business Administration from Pepperdine University.

 

Qualifications

In light of Mr. Sprecher’s in-depth knowledge of global markets, his guidance of ICE as Chief Executive Officer since he founded the Company, and his successful execution of key strategic initiatives to grow the Company, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Sprecher should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): None

 

 

10INTERCONTINENTAL EXCHANGE2024 Proxy Statement


CORPORATE GOVERNANCE

 

 

Name    Biographical Information

Judith A. Sprieser

 

LOGO

 

Age: 70

 

Independent Director

since 2004

 

  

Ms. Sprieser was the Chief Executive Officer of Transora, Inc., a technology software and services company until March 2005. Prior to founding Transora in 2000, she was Executive Vice President of Sara Lee Corporation, having previously served as Sara Lee’s Chief Financial Officer. Ms. Sprieser also serves on the Boards of Managers of ICE Clear Credit LLC and ICE Mortgage Services, LLC, the governing Board of MERSCORP Holdings, Inc., all of which are our subsidiaries. Ms. Sprieser has been a member of the Boards of Directors of Allstate Insurance Company since 1999 and Newell Brands Inc. since 2018. Previously, she served on the boards of Reckitt Benckiser plc from 2003-2018, Royal Ahold N.V. from 2006 to 2015, and Experian plc from 2010 to 2016. She has a Bachelor of Arts degree from Northwestern University and a Master of Business Administration from the Kellogg School of Management at Northwestern University.

 

Qualifications

In light of Ms. Sprieser’s financial expertise and her business acumen, her service as a director for other public companies, and the knowledge and experience she has gained and contributions she has made during her tenure as a director of ICE, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Sprieser should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s): Audit Committee (Chair) and Nominating & Corporate Governance Committee

 

 

Martha A. Tirinnanzi

 

LOGO

 

Age: 63

 

Independent Director

since 2022

 

  

Ms. Tirinnanzi has served as the Founder and President of Financial Standards, Inc., a Washington DC-based consultancy since 2013. She has served in a number of leadership roles in her career, including Senior Vice President, Financial Markets Policy and Executive Education in Derivatives of Tera Exchange from 2011 to 2013, Chair of the Clearinghouse Working Group, GSE Supervision & Regulation for the U.S. Federal Housing Finance Agency from 2009 to 2011, Chief Operating Officer of MFX Currency Risk Solutions from 2008 to 2009, Energy Derivatives Group Leader for WGL Holdings from 2007 to 2008, SVP of REIT Equity Research at RBC Capital Markets, formerly Ferris Baker Watts, from 2003 to 2006 and Senior Vice President and founder of the hedge advisory practice at Chatham Financial from 1999 to 2002. Ms. Tirinnanzi serves on the Board of Managers of ICE Mortgage Services, LLC, the governing board of MERSCORP Holdings, Inc., and the Board of Directors of ICE Mortgage Technology Holdings, Inc., all of which are our subsidiaries. She also serves on the Board of Directors of The RBB Fund, Inc. and The RBB Fund Trust (together, the RBB Fund Complex) since January 2024. From 2012 to 2023, Ms. Tirinnanzi served on the Board of Directors of Community Development Trust, a residential housing REIT and CDFI, and served as Chair of the Audit Committee of the Board of Directors of Community Development Trust from 2013 to 2019. She has a Bachelor of Arts degree in Liberal Arts from Notre Dame University of Maryland and a Master of Science in Business Administration from Johns Hopkins University.

 

Qualifications

In light of Ms. Tirinnanzi’s knowledge of derivatives markets and related businesses and audit, risk, and governance expertise across financial and mortgage industries, as well as her board service for our subsidiaries, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Tirinnanzi should be re-elected to our Board.

 

Intercontinental Exchange Board Committee(s):Audit Committee

 

Based on the foregoing qualifications, our Nominating & Corporate Governance Committee believes that the director nominees, individually and collectively, have the skills and experience to effectively oversee and guide our business. Each nominee has the integrity, business judgment, collegiality and commitment that are among the essential characteristics for membership on our Board of Directors. They also bring highly developed skills in, among other areas, finance, investing, mergers and acquisitions, accounting, financial market regulation, mortgage, public policy, risk, cybersecurity, business operations, organizational and human capital management and leadership. In addition, members of our Board have had a great diversity of experiences and bring to our Board a wide variety of views that strengthen their ability to guide ICE. They have had extensive involvement in international business and deep professional experience across a broad range of industries and global markets. Most have relevant direct experience in the oversight of public companies through their service on our Board and the boards of directors of other public companies, as well as their current and past senior executive positions.

Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE11


 

 

 

STRUCTURE AND ROLE OF OUR BOARD

Meetings and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the full Board of Directors and through meetings of the committees of the Board of Directors, consisting of an Audit Committee, a Compensation Committee, a Nominating & Corporate Governance Committee and a Risk Committee. The current members of the committees are identified in the table below.

 

         

Director

  Audit
Committee
  Compensation
Committee
  Nominating &
Corporate Governance
Committee
  Risk
Committee

Hon. Sharon Y. Bowen

              X

Shantella E. Cooper

      X       X(Chair)

Duriya M. Farooqui

  X            

Lord Hague of Richmond

      X   X    

Mark F. Mulhern

  X   X(Chair)        

Thomas E. Noonan

          X(Chair)   X

Caroline L. Silver

              X

Jeffrey C. Sprecher

               

Judith A. Sprieser

  X(Chair)       X    

Martha A. Tirinnanzi

  X            

In 2023, our Board of Directors held ten meetings, the Audit Committee held six meetings, the Compensation Committee held six meetings, the Nominating & Corporate Governance Committee held four meetings and the Risk Committee held four meetings. In addition, our non-management directors met periodically in executive session without management participation, as required by NYSE listing standards. Mr. Noonan, the non-management lead independent director, presided at these executive sessions.

As a matter of Board policy, it is expected that each director will be available to attend substantially all of the meetings of the Board of Directors and any committees on which the director serves. Each director attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of the committees of which he or she is a member held during the portion of the last fiscal year during which he or she was a director or committee member. As a matter of policy, it is expected that each director standing for re-election and any new director nominees will attend the Annual Meetings of Stockholders. All ten directors standing for re-election at last year’s annual meeting attended the virtual Annual Meeting in May 2023.

 

12INTERCONTINENTAL EXCHANGE2024 Proxy Statement


STRUCTURE AND ROLE OF OUR BOARD

 

 

AUDIT

COMMITTEE

 

Members:

Judith A. Sprieser*

 (Chair)

Duriya M. Farooqui

Mark F. Mulhern*

Martha A. Tirinnanzi*

            

 

*  Audit Committee Financial Experts

  

The Audit Committee is comprised solely of directors who meet the independence requirements of the NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are financially literate, as required by NYSE rules. At least one member of the Audit Committee qualifies as an audit committee financial expert, as defined by the rules and regulations of the SEC. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to:

 

   the quality and integrity of our financial statements;

 

   our compliance with legal and regulatory requirements;

 

   our system of internal controls regarding finance, accounting and legal compliance;

 

   the independence, qualification and performance of our independent auditors;

 

   the performance of our internal audit function; and

 

   our auditing, accounting and financial reporting processes.

 

The Audit Committee is governed by a written Audit Committee Charter, which has been approved by our Board of Directors. The charter is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Charter of the Audit Committee.” We will also provide a printed copy of the charter to stockholders upon request.

 

 

COMPENSATION COMMITTEE

 

Members:

Mark F. Mulhern

 (Chair)

Shantella E. Cooper

Lord Hague

  

The Compensation Committee is comprised solely of directors who meet NYSE independence requirements, the requirements for a “Non-employee Director” under the Exchange Act and the requirements for an “outside director” under Section 162(m) of the Code. The Compensation Committee:

 

   reviews and approves corporate goals and objectives relevant to the compensation of our executive officers, including our Chief Executive Officer;

 

   evaluates our Chief Executive Officer’s performance and sets his compensation based on this evaluation;

 

   approves, in consultation with our Chief Executive Officer, the compensation of our officers who are appointed by the Board of Directors;

 

   reviews and approves option grants, bonus payments and stock awards to our officers;

 

   exercises general oversight of our benefit plans and evaluates any proposed new retirement or benefit plans;

 

   receives regular updates from management on pay parity and progress towards increasing diversity; and

 

   reviews and approves severance or similar termination payments to former officers.

 

The Compensation Committee is governed by a written Compensation Committee Charter approved by our Board of Directors. The charter is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Charter of the Compensation Committee.” We will also provide a printed copy of the charter to stockholders upon request.

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE13


STRUCTURE AND ROLE OF OUR BOARD

 

 

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

 

Members:

Thomas E. Noonan

 (Chair)

Lord Hague

Judith A. Sprieser

  

The Nominating & Corporate Governance Committee is comprised solely of directors who meet NYSE independence requirements. The Nominating & Corporate Governance Committee assists the Board of Directors in:

 

   identifying and attracting highly qualified individuals to serve as directors and establishing criteria for selecting new board members;

 

   evaluating and recommending director nominees for the next annual meeting of stockholders;

 

   developing and maintaining a set of corporate governance guidelines;

 

   reviewing and approving any related-party transactions and potential conflicts of interest with respect to corporate opportunities;

 

   oversight of environmental, social and governance, or ESG, initiatives;

 

   devising a code of business conduct and ethics for directors, officers and employees;

 

   oversight of political contributions policies and political expenditures; and

 

   monitoring the Board of Directors’ independence.

 

The Nominating & Corporate Governance Committee is governed by a written Nominating & Corporate Governance Committee Charter approved by our Board of Directors. The charter is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Charter of the Nominating and Governance Committee.” We will also provide a printed copy of the charter to stockholders upon request.

 

 

RISK COMMITTEE

 

Members:

Shantella E. Cooper

 (Chair)

Sharon Y. Bowen

Thomas E. Noonan

Caroline L. Silver

  

The Risk Committee is comprised solely of directors who meet NYSE independence requirements. The Risk Committee assists the Board of Directors in fulfilling its oversight of management’s responsibility for ICE’s risk structure and governance in:

 

   identifying risks inherent in ICE’s business;

 

   developing processes, guidelines, policies and reports for assessing and monitoring risks;

 

   overseeing management’s identification and mitigation of cybersecurity and data privacy risk; and

 

   organizing and performing ICE’s enterprise risk management function.

 

The Risk Committee is governed by a written Risk Committee Charter approved by our Board of Directors. The charter is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Charter of the Risk Committee.” We will also provide a printed copy of the charter to stockholders upon request.

 

Independent Non-Employee Directors

The Intercontinental Exchange, Inc. Board of Directors Governance Guidelines (the “Governance Guidelines”) were adopted by our Board of Directors. Our Bylaws and Governance Guidelines, which are described below, provide that a majority of our directors must be “independent directors” and specify independence standards consistent with NYSE listing standards. Assuming the election of the nominees to the Board of Directors, all of our directors holding office, with the exception of Mr. Sprecher, will be independent directors. Our Board of Directors, upon the recommendation of the Nominating & Corporate Governance Committee, has determined that each non-management director and nominee is independent in accordance with NYSE listing standards, our Bylaws, our Independence Policy of the Board of Directors of Intercontinental Exchange, Inc. (the “Independence Policy”) and our Governance Guidelines, and does not have any relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director.

In making their independence determinations, our Board of Directors and the Nominating & Corporate Governance Committee considered transactions, if any, between each non-employee director and ICE and determined that there are no transactions that give rise to any independence issues.

 

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Requirements for Directors

Our Certificate of Incorporation provides that no person who is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) may be permitted to serve as a director on our Board of Directors.

Board Evaluations and Succession Planning

Each year, the members of the Board of Directors and each Board committee conduct a confidential oral assessment of their performance with a member of our legal department. As part of the evaluation process, the Board reviews its overall composition, including director tenure, board leadership structure, diversity and individual skill sets, to ensure it serves the best interests of stockholders and positions the Company for future success. The results of the oral assessments are then summarized and communicated back to the appropriate chairs and our lead independent director. After the evaluations, the Board, committees and management work to improve upon any issues or focus points disclosed during the evaluation process. We believe that conducting these evaluations through a discussion with our Board members leads to more meaningful results that are more likely to result in changes when compared to conducting evaluations through a written process or completion of a questionnaire. As part of the evaluation process, each committee reviews its charter annually.

Our Board is committed to effective board succession planning and refreshment, including having honest and difficult conversations with individual directors as may be deemed necessary. We may have these conversations in connection with ongoing Board self-evaluations, Board refreshment processes, and Nominating & Corporate Governance Committee and Board consideration of the annual slate of Board nominees. As a result of these different processes in the past, directors have decided (for personal or professional reasons) or have been asked (for reasons related to their ongoing contributions to the Board and Company) not to stand for re-election at the next annual meeting of stockholders. It is expected that such refreshment practices will continue in the future.

Nomination of Directors

Our Board of Directors is responsible for approving candidates for board membership and has delegated the screening and recruitment process to the Nominating & Corporate Governance Committee. In furtherance of this process, our Nominating & Corporate Governance Committee and Board of Directors have adopted the Independence Policy and the Nominating & Corporate Governance Committee Charter. The Independence Policy and the Nominating & Corporate Governance Committee Charter do not set specific, minimum qualifications that nominees must meet, but rather specify that each nominee should be evaluated on his or her individual merit taking into account the factors described below.

The Nominating & Corporate Governance Committee seeks to create a Board of Directors that consists of a diverse group of qualified individuals that function effectively as a group. Qualified candidates for director are those who, in the judgment of the Nominating & Corporate Governance Committee, possess strong personal attributes and relevant business experience to assure effective service on our Board of Directors. Personal attributes considered by the Nominating & Corporate Governance Committee when evaluating a board candidate include leadership, integrity, ethics, contributing nature, independence, interpersonal skills and effectiveness. Experience and qualifications considered by the Nominating & Corporate Governance Committee when evaluating a board candidate include financial acumen, general business experience, industry knowledge, diversity, special business experience and expertise in an area relevant to ICE and the interplay of the individual’s experience with the experience of other members of the Board of Directors. When the Nominating & Corporate Governance Committee reviews a potential new candidate, the Nominating & Corporate Governance Committee looks specifically at the candidate’s qualifications in light of the needs of our Board of Directors and ICE at that time given the then-current make-up of our Board of Directors. In the past, the Nominating & Corporate Governance Committee has identified the skill sets needed for new board candidates based on, among other things, the skill set of a departing director, an area of expertise identified through our director evaluation process or expertise needed in connection with the Company’s mergers and acquisitions activities.

We believe that ICE benefits from having directors with diverse viewpoints, backgrounds, experiences, skill sets and other demographics. Diversity is one factor in our consideration of potential and incumbent directors, and the Nominating & Corporate Governance Committee assesses the composition of our Board and how a nominee would enhance diversity. Our Nominating & Corporate Governance Committee considers a number of demographics including, but not limited to, race, gender, ethnicity, culture and nationality in seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise. When the Nominating & Corporate Governance Committee has conducted searches for new directors, including through the use of a third-party recruiting firm, it has focused on pools of qualified directors that have also added additional diversity to the ICE Board and subsidiary boards, when the director candidates’ skill sets qualify them to also serve on a subsidiary board of directors. The Nominating & Corporate Governance Committee considers the same factors in determining whether to re-nominate an incumbent director. Diversity is also considered as part of the annual Board evaluation.

The Nominating & Corporate Governance Committee uses a variety of methods to identify and evaluate nominees for director. The Nominating & Corporate Governance Committee periodically assesses the appropriate size of the Board of Directors and whether any

 

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vacancies on the Board of Directors are expected. In the event that vacancies are anticipated or otherwise arise, the Nominating & Corporate Governance Committee will seek to identify director candidates, subject to the restrictions described below, based on input provided by a number of sources, including: (i) Nominating & Corporate Governance Committee members; (ii) other directors; (iii) management; and (iv) our stockholders. The Nominating & Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates and used a search firm in the past to assist in the Board’s desire to increase diversity on the Board of Directors.

Once director candidates have been identified, the Nominating & Corporate Governance Committee will evaluate each candidate in light of his or her qualifications and credentials, and any additional factors that the Nominating & Corporate Governance Committee deems necessary or appropriate, including those set forth above. Qualified prospective candidates will be interviewed by our Chair and Chief Executive Officer and at least one member of the Nominating & Corporate Governance Committee (typically all members of the Nominating & Corporate Governance Committee interview a prospective candidate before the candidate is added to the Board). The full Board of Directors will be kept informed of the candidate’s progress. Using input from such interviews and other information obtained by it, the Nominating & Corporate Governance Committee will evaluate whether a prospective candidate is qualified to serve as a director and, if so qualified, will seek the approval of the full Board of Directors for the nomination of the candidate or the election of such candidate to fill a vacancy on the Board of Directors.

Existing directors who are being considered for re-nomination will be re-evaluated by the Nominating & Corporate Governance Committee based on each director’s satisfaction of the qualifications described above and his or her prior performance as a director. All candidates submitted by stockholders will be evaluated in the same manner as candidates recommended from other sources, provided that the procedures set forth below under Corporate Governance — Structure and Role of Our Board — Stockholder Recommendations for Director Candidates have been followed.

Additionally, our Board of Directors nominates for election or re-election as directors only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they stand for re-election, and (ii) acceptance by our Board of Directors of such resignation. Our Board of Directors fills director vacancies and newly created directorships only with candidates who agree to tender promptly following their appointment to the Board of Directors the same form of resignation tendered by other directors in accordance with the Governance Guidelines promulgated by our Board of Directors.

All of the current nominees for directors recommended for election by the stockholders at the 2024 Annual Meeting are current members of the Board of Directors. Based on the Nominating & Corporate Governance Committee’s evaluation of each nominee’s satisfaction of the qualifications described above and their past performance as directors, the Nominating & Corporate Governance Committee has decided to recommend the nominees for re-election and the Board of Directors has approved such recommendation. For the reasons specified in the profile of each director identified above under Corporate Governance — Proposal 1 — Election of Directors — Nominees for Election as Directors at the 2024 Annual Meeting, our Board has concluded that each director nominee should be re-elected to our Board of Directors. The Nominating & Corporate Governance Committee has not received any nominations from stockholders for the 2024 Annual Meeting.

Board Leadership Structure

Our Governance Guidelines provide that (i) the role of the Board Chair and Chief Executive Officer may be combined, and (ii) when such roles are combined or when the Board Chair is not an independent director, the independent directors must elect from their ranks an independent director to serve as the Lead Independent Director, taking into account, among other factors, such director’s tenure, qualifications and contributions to the Board. The Board Chair and our Lead Independent Director consult with each other, advise the Board of Directors and its committees on our business and affairs, and perform such other duties as may be assigned by the Board. Under our recently updated Governance Guidelines, the Board Chair is responsible for chairing all meetings of the Board, and, in consultation with the Lead Independent Director, facilitating and encouraging constructive and useful communication between management and the Board of Directors. Under our recently updated Governance Guidelines, the Lead Independent Director’s role is to:

 

   

Call meetings of the non-management directors;

 

   

Preside over meetings of the Board of Directors at which the Board Chair is not present, including executive sessions of the non-management directors;

 

   

As appropriate, provide feedback from executive sessions to the Chair of the Board or management of the Company;

 

   

Review and approve, in consultation with the Board Chair, the schedule and agendas for Board meetings, and have the authority to add items to the agenda for any Board meeting, including to reflect key issues and concerns raised by non-management directors during and outside of Board meetings;

 

   

Review and provide feedback to the Board Chair or management of the Company on the information sent to the Board;

 

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Serve as the principal liaison between the non-management directors and the Board Chair and management of the Company;

 

   

Be available to meet with major stockholders under appropriate circumstances, including participating in and during communications with such stockholders;

 

   

Consult with the chairs of the Nominating & Corporate Governance Committee and Compensation Committee (if such roles are not held by the Lead Independent Director) regarding the performance of, and the succession planning process for, the Chief Executive Officer, and lead discussions among the non-management directors regarding management succession planning;

 

   

Consult with the chair of the Nominating & Corporate Governance Committee (if such role is not held by the Lead Independent Director) regarding Board succession planning, including for Board Chair and committee chair positions;

 

   

In consultation with the chair of the Nominating & Corporate Governance Committee (if such role is not held by the Lead Independent Director), lead discussions among the non-management directors regarding the Board’s annual self-evaluation, including the performance of the Board Chair; and

 

   

In consultation with the Board Chair, facilitate and encourage constructive and useful communication between management and the Board.

In March 2022, our independent directors elected Mr. Noonan to serve as the Lead Independent Director and have re-elected him annually since 2022, including for 2024. As Lead Independent Director, Mr. Noonan has presided at all executive sessions of the non-management directors, has led engagement meetings with our stockholders, has led the transition and onboarding processes for new board committee chairs, and is involved in the training and development of new directors.

Our Chief Executive Officer is in charge of our business affairs, subject to the overall direction and supervision of the Board of Directors and its committees and subject to such powers as reserved by the Board of Directors. Mr. Sprecher serves as both Chair of the Board and Chief Executive Officer, and he is the only member of our management team that serves on the Board of Directors. Our Board of Directors believes that this leadership structure — a combined Chair of the Board and Chief Executive Officer, a lead independent director, active and strong non-employee directors, and committees led and comprised of independent directors — is the most effective structure for us.

Our Board of Directors believes, at this time, that the Chief Executive Officer is in the best position to most effectively serve as the Chair of the Board for many reasons as he is closest to many facets of our business, including his frequent contact with our customers, regulators and stockholders. In addition, his direct involvement in the strategic and day-to-day management of our business ensures timely communication with the Board of Directors on critical business matters, which is important given the complexity and global nature of our business. Further, much of our business is conducted through our operating subsidiaries, which are overseen by their own boards of directors on which Mr. Sprecher or another senior officer serves. Serving in multiple roles allows Mr. Sprecher to be a primary point of contact for these boards of directors and facilitates effective communication regarding our strategic goals, key issues and topics of importance. The Board of Directors believes this structure has functioned well, produced strong financial and operating results, and effectively balances a highly capable management team with appropriate safeguards and oversight by non-employee directors.

Board Oversight of Strategy

Our Board of Directors is responsible for overseeing the Company’s strategy, and the Board of Directors has in-depth experience in the area of strategy development and insights into the most important issues facing the Company. Overseeing the strategic course of the Company involves a high level of constructive engagement between management and the Board of Directors. Our entire Board of Directors regularly discusses the key priorities of the Company, taking into consideration and adjusting the Company’s long-term strategy with global economic, geopolitical and financial market trends, as well as changes in legislation and regulatory initiatives. Throughout the year and at almost every meeting of the Board of Directors, the Board receives information and updates from management and actively engages with senior leaders with respect to the Company’s strategy, including the strategic plans for its products and services, and the competitive environment in our industry. ICE’s independent directors also hold executive sessions without Company management present, at which strategic decisions and directions are discussed.

Board Oversight of Risk

Our Board of Directors is responsible for overseeing ICE’s risk management process, which includes management of general risks as well as particular risks, such as those relating to cybersecurity, facing our business. The Board of Directors addresses risk management at both the full Board and committee levels. With the assistance of our Audit and Risk Committees, the Board oversees that our assets are properly safeguarded, appropriate financial and other controls are maintained, and our business is conducted prudently and in compliance with applicable laws and regulations and our corporate governance guidelines. The Risk Committee receives presentations on at least a quarterly basis from senior members of the enterprise risk management team and members of senior management on the

 

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Company’s operational, business and cybersecurity risks, including the Chief Information Security Officer, and the Chair of the Risk Committee provides reports to the full Board of Directors following such presentations. In addition, our Audit Committee reviews and evaluates the financial impact of any material operational or cybersecurity matters or incidents. In this regard, our Board of Directors seeks to understand and oversee critical business risks and does not view the risks facing our business in isolation. While risks are considered in business decision-making and as part of our overall business strategy, the Board of Directors recognizes that it is neither possible nor prudent to eliminate all business risk. Our Board of Directors believes that purposeful and appropriate risk-taking is essential for our business to be competitive on a global basis, to continue to grow and diversify, and to achieve our overall business objectives.

While the Board of Directors oversees ICE’s risk management practices and the performance of the enterprise risk management function, our management team is charged with managing risks. We have adopted internal processes and controls, and have governance committees in place, to identify and manage operational and financial risks, including cybersecurity risks. The Board of Directors, the Audit Committee and the Risk Committee monitor and evaluate the effectiveness of our internal controls and risk management program. Management communicates routinely with the Audit Committee and the Risk Committee on the risks identified and how they are being managed.

Directors may, and often do, communicate directly with senior management on any areas of our business for which they would like additional information.

Our ESG Strategy and Board Oversight of ESG

Our ESG strategy is guided by an ESG Governance Committee made up of senior officials from across the company including the President, Chief Financial Officer, Corporate Risk Officer, Human Resources Officer, Chief Regulatory Officer, General Counsel and Presidents of certain of our businesses. This committee meets quarterly and communicates frequently between meetings to assess our ESG risks and opportunities across the Company. Our ESG efforts are coordinated by our Vice President of Sustainability.

At the Board level, our directors are focused on ESG risks and opportunities at both the full board and on multiple committees. At the committee level, ESG falls under the mandate of the Nominating & Corporate Governance Committee, which is charged with reviewing and assessing the Company’s environmental, social and governance initiatives and making recommendations to the Company to further its ESG goals. The Nominating & Corporate Governance Committee reviews ESG matters at two or more meetings each year. In addition to the mandate of the Nominating & Corporate Governance Committee, certain ESG items are a focus for other committees including climate change at the Risk Committee and human capital management, including diversity and pay parity, at the Compensation Committee. For information on our ESG approach, ESG reporting standards and environmental metrics, see the ESG at ICE section of our website located at www.ice.com/about/corporate-responsibility. The information posted on or accessible through our website is not incorporated into this Proxy Statement.

Board Oversight of Human Capital Management

The Compensation Committee is responsible for reviewing and monitoring significant matters related to human capital management, including talent acquisition and retention, pay parity and diversity. At ICE, our success is driven by highly capable and engaged teams living in healthy and thriving communities. We strive to create an environment that supports employee success and a culture where everyone has a voice in driving innovation.

Our Board and Compensation Committee periodically evaluates the appropriateness of the Company’s targets and policies with respect to diversity. In particular, this year, we have been assessing our previously adopted targets and policies with respect to diversity in light of the changing legal landscape and heightened stakeholder scrutiny on this issue. Going forward, we do not intend to aim for the achievement of any specific quantitative targets, but our management team and Board remain committed to our goal of increasing diversity throughout all employee ranks in our organization globally and disclosing our progress. As an example, we will continue to work with and reach out to organizations to help attract a diverse pool of candidates. In addition, we plan to continue providing training to our hiring managers to help drive inclusive hiring practices, continue creating diverse slates of interviewers for candidates to interact with, continue drafting inclusive job requirements that do not unnecessarily exclude qualified candidates, and continue including at least two diverse candidates when interviewing for any open officer position where the Company uses a third-party search firm. At the same time, we will continue to assess the Company’s policies and procedures in connection with diversity to monitor compliance with evolving and relevant legal requirements and expectations.

We also strive to maintain current and accurate data that provides visibility into the composition of our workforce. We will continue to publish data on our employee demographics for our employees in the U.S. and U.K., along with our EEO-1 U.S. employee diversity data, in our Sustainability Report as we have in the past, so that our stakeholders can continue to monitor our progress in increasing diversity.

Our Board, and in particular our Compensation Committee, will continue to have oversight of our diversity programs and initiatives and will have regular review and evaluation of significant strategies in this space.

 

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Board of Directors Governance Guidelines

We have adopted the Governance Guidelines that guide the Board of Directors on matters of corporate governance, including:

 

   

composition of the Board of Directors;

 

   

duties and responsibilities of the Board of Directors and the Lead Independent Director;

 

   

committees of the Board of Directors;

 

   

leadership, functioning and evaluation of the Board of Directors;

 

   

director independence, orientation, compensation, education and access to management;

 

   

access to independent advisors by our Board of Directors;

 

   

number of public company boards that our directors can serve on; and

 

   

director compliance with the Global Code of Business Conduct.

The Governance Guidelines also provide that non-management directors meet in executive sessions without the participation of management at all regularly scheduled meetings of the Board of Directors as deemed necessary and at any other time as necessary to fulfill the Board of Directors’ responsibilities. In addition, the Governance Guidelines also state that if all non-management directors are not independent directors, then the independent directors will meet at least once annually. Our Governance Guidelines require that our directors limit their other directorships of public companies to five, and a person serving as the Board Chair and the Chief Executive Officer may not serve on more than one other public company board. Further, our Governance Guidelines require that employee directors tender their resignation from the Board of Directors coincident with their termination, resignation or retirement as employees.

A copy of the Governance Guidelines is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Board of Directors Corporate Governance Guidelines.” We will provide a printed copy of the Governance Guidelines to stockholders upon request.

Board Education

For new directors, we provide onboarding materials that are helpful in educating the Board member about our business and operations and our policies and charters. We also have one-on-one meetings with the new director and each of our Chief Financial Officer, a member of the legal department and a member of the compliance team to review information in an informal setting where the director can ask questions in a private session. Our new directors typically serve on the Board for a period of time before joining any committees of the Board of Directors.

We also conduct at least one annual continuing education session with our full Board of Directors. In recent years, we have had experts present to our Board of Directors on various topics and trends, including a detailed review of the Company’s Enterprise Risk Management program, a government affairs update on the presidential administration and Congress in the U.S., a detailed review of ICE’s investor relations activities, ICE’s ESG initiatives and ESG ratings, the mergers and acquisitions landscape in our industry, updates on employee survey results and an update on governance services for NYSE listed companies. We also conduct internal training for our directors with respect to business lines or products that may be new or different or areas of emphasis within our operations. Finally, we conduct cybersecurity training sessions for our Board members at least annually.

Stockholder Engagement

We value the views of our stockholders and other stakeholders, and the input that we receive from them is an important part of our corporate governance practices. Through such engagement, we seek to ensure that we are responsive to the priorities of our stockholders and other stakeholders. Throughout 2023, our Chief Executive Officer, Chief Financial Officer, President and other members of the management team met with a significant number of our stockholders and other stakeholders to discuss our strategy, financial and operating performance, capital allocation, environmental and social initiatives, human capital management, Company culture, corporate governance and executive compensation practices and to solicit feedback on these and a variety of other topics.

Over the past few years, we have proactively reached out to our largest stockholders to hold governance engagement meetings. In 2023, we reached out to stockholders representing approximately 46% of our outstanding shares and also held meetings with approximately 10 of our largest stockholders to obtain their views on our performance, board composition, board leadership structure, board diversity and refreshment, corporate governance practices, executive compensation program, ESG topics, including carbon reduction disclosures, plans and targets, and stockholder proposals. Following these meetings, the Nominating & Corporate Governance Committee and

 

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Compensation Committee, as appropriate, were provided with a report on these engagement meetings with our top stockholders and were provided with the opportunity to discuss and ask questions about investor feedback.

Stockholder Recommendations for Director Candidates

The Nominating & Corporate Governance Committee considers nominees recommended by stockholders as candidates for election to the Board of Directors. A stockholder wishing to nominate a candidate for election to the Board of Directors at an annual meeting, other than through proxy access provisions in our Bylaws, is required to give written notice to our Corporate Secretary of his or her intention to make a nomination. Pursuant to our Bylaws, the notice of nomination must be received not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before and ends 30 days after such anniversary date, the stockholder notice must be given by the later of the close of business on the date 90 days prior to such annual meeting date or the close of business on the tenth day following the date on which the annual meeting is publicly announced or disclosed. Please see Additional Information — Stockholders’ Proposals for 2025 Annual Meeting below for additional information.

To recommend a nominee, a stockholder should write to the Corporate Secretary, c/o Intercontinental Exchange, Inc., 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328. Any such recommendation must include:

 

   

a statement in writing setting forth the name of the person or persons to be nominated;

 

   

the number and class of all shares of each class of our stock owned of record and beneficially by each such person, as reported to such stockholder by such person;

 

   

the information regarding each such person required by paragraphs (a), I and (f) of Item 401 of Regulation S-K adopted by the SEC, as amended from time to time;

 

   

each such person’s signed consent to serve as a director if elected;

 

   

a statement whether such person, if elected, intends to tender promptly following such person’s election or re-election, an irrevocable resignation effective upon their failure to receive the required vote for re-election at the next meeting for their re-election;

 

   

such stockholder’s name and address;

 

   

in the case of a nominee holder, evidence establishing such nominee holder’s indirect ownership of stock and entitlement to vote such stock for the election of directors at the annual meeting; and

 

   

information disclosing all ownership interests in ICE, including derivatives, hedged positions and other economic and voting interests, as specified in items (v) through (xiii) under Additional Information — Stockholders’ Proposals for 2025 Annual Meeting below.

Qualified stockholders can nominate candidates for election to the Board of Directors if such stockholders comply with the requirements contained in our Bylaws within the designated time periods. Under the proxy access provisions of our Bylaws, any stockholder (or group of up to 20 stockholders) owning 3% or more of ICE’s Common Stock continuously for at least three years may nominate up to two individuals or 20% of our Board of Directors, whichever is greater, as director candidates for election to the Board of Directors, and require us to include such nominees in our annual meeting proxy statement if the stockholders and nominees satisfy the requirements contained in our Bylaws. To nominate a nominee pursuant to the Bylaws, a stockholder or group of stockholders must meet the qualifications required by the Bylaws and submit to the Corporate Secretary, c/o Intercontinental Exchange, Inc., 5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328:

 

   

a Schedule 14N (or any successor form) relating to the nominee, completed and filed with the SEC by the nominating stockholder, in accordance with the applicable rules;

 

   

a written notice in a form deemed satisfactory by the Board of Directors, of the nomination of such nominee that includes additional information, agreements, representations and warranties as outlined in our Bylaws;

 

   

an executed agreement, in a form deemed satisfactory by the Board of Directors, pursuant to which the nominating stockholder agrees to certain requirements included in our Bylaws; and

 

   

an executed agreement, in a form deemed satisfactory by the Board of Directors, by the nominee.

 

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Global Code of Business Conduct and Global Personal Trading Policy

We have adopted the Global Code of Business Conduct, which applies to all of our directors, officers and employees. The Global Code of Business Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (who is our Principal Financial Officer) and our Principal Accounting Officer, as well as all other employees, as indicated above. The Global Code of Business Conduct also meets the requirements of a code of conduct under NYSE listing standards. The Global Code of Business Conduct, which includes information regarding our hotline for receiving concerns regarding our financial statements or accounting matters, as well as conflicts of interest and code violations, is available on our website at www.ir.theice.com under the links “Governance — Governance Overview — Global Code of Business Conduct.” We also disclose amendments to the Global Code of Business Conduct that are required to be disclosed on our website. We will provide a printed copy of the Global Code of Business Conduct to stockholders upon request.

In addition, we have trading policies that apply to all employees and directors, which prohibit, among other things, entering into hedging transactions relating to our stock. Specifically, employees and directors are prohibited from (i) engaging in short sales and buying or selling puts or calls or any derivative securities of our stock, and (ii) holding our stock in a margin account or pledging our stock as collateral for a loan.

Communications with the Board of Directors

We have established a process for interested parties to communicate with members of the Board of Directors. If you have any concern, question or complaint regarding any accounting, auditing or internal controls matter, or any issues arising under our Global Code of Business Conduct, or other matters that you wish to communicate to our Board of Directors or non-management directors, you may send these matters in writing to:

 

Corporate Secretary

Intercontinental Exchange, Inc.

5660 New Northside Drive

Third Floor

Atlanta, GA 30328

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party. Communications are distributed to the Board of Directors, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. Information about our Board of Directors communications policy can be found on our website at www.ir.theice.com under the links “Governance — Governance Overview — Board Communication Policy.”

Political Contributions

Our policies prohibit the use of corporate funds to make contributions to any candidates, political committees or other entities organized primarily for political activities under Section 527 or 501(c)(4) of the Internal Revenue Code, or to any political party that would use the money to support any candidates. Our prohibition on corporate contributions and expenditures extend to the use of Company assets and facilities. Our policies also prohibit direct independent expenditures as defined by the Federal Election Commission (“FEC”). In general, ICE will not offer a candidate the unrestricted use of telephones, office space, staff support, or other Company assets to “facilitate” or support the candidate’s political activities without receiving advance payment from the benefiting campaign. We encourage our employees to participate in the political process as they choose, in the spirit of active citizenship. In doing so, our employees must remain attentive to the rules prohibiting the use of Company resources to support federal candidates and committees. From a governance perspective, our Nominating & Corporate Governance Committee has oversight of our policies on political contributions.

We have a political action committee (the “ICE-PAC”) in the U.S., which is supported entirely by voluntary employee and director contributions. The primary purpose of the ICE-PAC is to complement and support the governmental affairs initiatives of ICE. The goal of the ICE-PAC is to support candidates for office who are supportive of programs and legislation of importance and beneficial to ICE. The ICE-PAC may solicit contributions from executives, directors and employees of ICE and their families. An employee, director or their family member must be a U.S. citizen to contribute to the ICE-PAC. Under federal law, the maximum contribution that an individual may make to the ICE-PAC is $5,000 per year. A statement of organization for the ICE-PAC was filed with the FEC in January 2008 and all expenditures of the PAC are publicly available at www.FEC.gov. funds.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE21


 

 

 

COMPENSATION MATTERS

PROPOSAL 2 — ADVISORY RESOLUTION TO APPROVE EXECUTIVE

COMPENSATION

At our 2023 Annual Meeting of Stockholders, stockholders recommended that the Board of Directors continue to hold annual advisory votes on executive compensation. The Board of Directors determined to follow the stockholders’ recommendation. Accordingly, in accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution on ICE’s executive compensation as reported in this Proxy Statement. As this is an advisory vote, the result will not be binding, although our Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of our compensation principles and practices.

We urge stockholders to read Compensation Matters — Compensation Discussion & Analysis below, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative below which provide detailed information on the compensation of our NEOs. Our Board of Directors and our Compensation Committee believe that the policies and procedures articulated in Compensation Matters — Compensation Discussion & Analysis are effective in achieving our goals and that the compensation of our NEOs reported in this Proxy Statement has supported and contributed to ICE’s success.

We are asking stockholders to approve the following advisory resolution at the 2024 Annual Meeting:

RESOLVED, that the holders of Common Stock approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion & Analysis,” the compensation tables and related disclosure.

Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

22INTERCONTINENTAL EXCHANGE2024 Proxy Statement


 

 

 

COMPENSATION DISCUSSION & ANALYSIS

INTRODUCTION

In this section, we discuss our executive compensation program as it relates to our NEOs:

 

   
 Name    Position

Jeffrey C. Sprecher

   Chair and Chief Executive Officer

A. Warren Gardiner

   Chief Financial Officer

Benjamin R. Jackson

   President, Intercontinental Exchange

Lynn C. Martin

   President, NYSE Group

Christopher S. Edmonds

   Chief Development Officer

We are a provider of marketplace infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities. These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical workflow tools that are designed to increase asset class transparency and workflow efficiency.

 

   

In our Exchanges segment, we operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities.

 

   

In our Fixed Income and Data Services (FIDS) segment, we provide fixed income pricing, reference data, indices and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery solutions.

 

   

In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market.

Our executive compensation philosophy is to link compensation with individual achievement, the Company’s performance, and stockholder value creation. This philosophy manifests itself in the following four primary objectives:

 

   

attract, retain and reward executive officers capable of achieving our business objectives;

 

   

offer competitive compensation opportunities that reward individual contribution and Company performance;

 

   

align the interests of executive officers and stockholders over the long-term; and

 

   

provide total compensation that is commensurate with the performance achieved and value created for stockholders.

Our executive compensation program offers three distinct direct compensation elements that are consistent with the objectives outlined above:

 

   

Base salary: A cash base salary enables us to recruit and retain qualified executives by providing regular, stable compensation for their service during the year. We offer base salaries that are competitive with our peers and commensurate with the industry and reflective of the experience of the executive and the scope of the role.

 

   

Annual bonus: Our cash bonus plan is designed to reward the achievement of our annual performance targets, which align with our strategic business priorities. These targets are based primarily on objective and quantitative components, but also include qualitative components for measuring both corporate and individual achievement relative to pre-established objectives.

 

   

Equity compensation: We use multiple equity vehicles, including stock options and PSUs for our officers, to deliver long-term incentive compensation in a manner that aligns employee interests with the interests of our stockholders, and serves as a retention tool through multi-year vesting schedules.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE23


COMPENSATION DISCUSSION & ANALYSIS

 

 

LOGO

Highlights of our 2023 Performance

ICE continued to deliver strong annual operating results as evidenced by the following 2023 performance highlights:

 

   

Eighteenth consecutive year of record revenues, including record financial results each year as a public company;

 

   

2023 net revenues1 of $8.0 billion; 2023 GAAP diluted earnings per share (“EPS”) of $4.19 and 2023 adjusted diluted EPS2 of $5.62, up 6% year-over-year;

 

   

Record 2023 operating income of $3.7 billion and record adjusted operating income2 of $4.7 billion, up 9% year-over-year;

 

   

Annual operating cash flow of $3.5 billion, and record adjusted free cash flow2 of $3.2 billion, up 10% year-over-year;

 

   

Expanded our mortgage network with the strategic acquisition of Black Knight completed in September 2023;

 

   

Returned nearly $1 billion to stockholders through dividends in 2023, and increased first quarter 2024 quarterly dividend by 7% relative to 2023;

 

   

Three-year total stockholder return (“TSR”) of 16% (based on stock price increase from $110.72 on December 31, 2020 to $128.43 on December 31, 2023, plus quarterly dividend payments); and

 

   

Expanded and strengthened markets served and range of data, technology and risk management services through organic growth and strategic acquisitions and investments.

2023 Executive Compensation

2023 Target Direct Compensation

The Compensation Committee, with the help of its independent compensation consultant, reviews the target direct compensation for our NEOs each year. We have historically aimed to set targets for each element of total direct compensation between the median and 75th percentile of our peer group, depending upon factors including the NEO’s experience in his or her respective position, individual performance and impact on the organization, Company performance, retention objectives and internal pay equity considerations. The Compensation Committee considers each NEO’s total compensation package when making changes to the individual elements that comprise the NEO’s compensation. For example, if the Compensation Committee makes a change to an officer’s base salary, the

 

1 

Net revenue figures represent total revenues less transaction-based expenses.

2 

Adjusted diluted EPS, adjusted operating income, and adjusted free cash flow are non-generally accepted accounting principle (“GAAP”) metrics. Please refer to the section titled “Non-GAAP Measures” in ICE’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024 and our earnings supplement at www.ir.theice.com, for the most comparable GAAP metrics, reconciliations to the most comparable GAAP metrics and an explanation why management believes the non-GAAP metrics provide useful information to investors about ICE’s financial condition or results of operations.

 

24INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

Compensation Committee reviews the change in light of the other elements of compensation, including the annual bonus and equity compensation. For 2023, target compensation levels for each of our NEOs were informed by reviews completed in 2022 and 2023.

The table below sets forth the 2023 target direct compensation for our NEOs and its positioning relative to peers.

 

   
    

Target Total Direct Compensation

Name and Position

 

Base Salary as of
June 1, 2023

($) (1)

 

2023 Target Annual

Bonus

(% of Base Salary) (2)

 

Target Equity
Compensation

($) (3)

  ($)   Positioning
Relative to Peers

Jeffrey C. Sprecher

Chair and Chief Executive Officer

  $1,250,000   250%   $14,875,000   $19,250,000   50th - 75th

A. Warren Gardiner

Chief Financial Officer

  $625,000   200%   $1,750,000   $3,625,000   Below 25th

Benjamin R. Jackson

President, Intercontinental Exchange

  $725,000   200%   $4,500,000   $6,675,000   50th - 75th

Lynn C. Martin

President, NYSE Group

  $725,000   200%   $2,750,000   $4,925,000   25th - 50th

Christopher S. Edmonds

Chief Development Officer

  $675,000   200%   $2,250,000   $4,275,000   50th

 

(1)

For Mr. Sprecher and Mr. Jackson, the Compensation Committee determined that no adjustments would be made to base salary. The Compensation Committee increased Mr. Gardiner’s salary from $600,000 to $625,000, Ms. Martin’s salary from $700,000 to $725,000, and Mr. Edmonds’ salary from $650,000 to $675,000.

 

(2)

The Compensation Committee determined that there would be no changes to Messrs. Sprecher, Jackson, Edmonds, and Ms. Martin’s target annual bonus percentage for 2023. The Compensation Committee increased Mr. Gardiner’s target annual bonus percentage from 150% to 200%.

 

(3)

For Ms. Martin, the Compensation Committee determined there would be no changes to target equity compensation. The Compensation Committee increased Mr. Sprecher’s target equity from $12,500,000 to $14,875,000, Mr. Gardiner’s target equity from $1,250,000 to $1,750,000, Mr. Jackson’s target equity from $3,750,000 to $4,500,000, and Mr. Edmonds’ target equity from $1,750,000 to $2,250,000.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE25


COMPENSATION DISCUSSION & ANALYSIS

 

 

Annual Bonus

Our NEOs participate in the Annual Executive Bonus Plan. Annual bonuses are earned between 0% and 200% of target based on performance measures established at the beginning of each year. Any potential payments are limited according to the terms of the Annual Executive Bonus Plan. Furthermore, the impact of mid-year merger and acquisition activity is excluded from results and cannot be used to meet quantitative financial performance targets established at the beginning of the year.

At the beginning of each year, the Compensation Committee and, as it relates to financial and strategic metrics, the Board of Directors approves Company and individual goals for the year. From these goals, management business objectives (“MBOs”) are established that serve as the performance measures for the annual bonus. At the end of each year, the Compensation Committee evaluates the Annual Executive Bonus Plan funding and awards annual bonus payments to the NEOs based on Company and individual achievement of the pre-established MBOs. The Compensation Committee also determines the overall bonus pool available for our broad-based employee annual bonus plan, based on the same MBO achievement criteria.

 

 

LOGO

MBOs for our executive officers, including our NEOs, are made up of financial measures (90%) and non-financial measures (10%). For purposes of 2023 annual bonuses, the financial measures consisted of revenue performance (weighted 30% of the total annual bonus) and adjusted net income performance (weighted 60% of the total annual bonus). The Compensation Committee and management believe that revenue is the right measure for annual performance given our focus on growth. Adjusted net income, which is weighted more heavily, was chosen as it is tied to our overall profitability. The non-financial performance measures included items such as product launches, strategic management of merger and acquisition activity, key technology initiatives, human capital leadership, and leadership development. Determining achievement of the non-financial measures involves a subjective assessment of corporate and individual performance by the Compensation Committee. The Compensation Committee believes that it is appropriate to use some subjective assessments as part of the annual bonus determination in light of ICE’s growth, its rapidly evolving industry, the existence of few direct peer companies and the challenges inherent in establishing objective and strictly budget-based goals in a dynamic environment.

The Compensation Committee strives to set the performance targets for the annual bonus plan at levels that are challenging but achievable, to encourage and reward outstanding corporate performance. The payouts are leveraged to provide higher payments in years of exceptional performance and lower payments in years where performance is below the target level.

 

26INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

In November 2023 and February 2024, the Compensation Committee reviewed ICE’s performance and determined that the 2023 financial performance MBOs were achieved as follows:

 

       

Financial Metric

   2023 Goal    2023 Actual*    2023 Actual
Compared to 2023
Goal

Net Revenues (weighted 30%)

   $7,280 Million    $7,625 Million    104.7%

Adj. Consolidated Net Income Attributable to ICE (weighted 60%)

   $2,792 Million    $3,196 Million    114.5%
*

The 2023 actual adjusted consolidated net income attributable to ICE is equal to the adjusted consolidated net income attributable to ICE included in ICE’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024.

The above weighted financial performance achievement accounts for 90% of the overall annual bonus determination. Based on the factors and accomplishments, noted below, the Compensation Committee determined that the NEOs achieved their 2023 non-financial performance MBOs at target (100%), which accounts for 10% of the overall annual bonus determination. Upon evaluating both the financial and non-financial performance, the Compensation Committee determined the final overall 2023 annual bonus achievement to be 109% of target.

In determining achievement of the 2023 non-financial performance MBOs, the Compensation Committee considered the following individual contributions:

 

   

Mr. Sprecher: successfully executed the acquisition of Black Knight, including the spin-off of the Loan Origination Business (Empower) and Optimal Blue; continued to develop the role of human capital management and engagement with employees with respect to leading the business and culture, including making progress on promoting greater diversity, significant investment in broadening the depth and breadth of Learning & Development programs, and fostering employee engagement through internal communications channels and expansion of employee events; successfully launched several new client councils expanding Executive Engagement opportunities across several targeted segments including Sustainability, Board Advisory, and Fixed Income; built on ICE’s differentiated physical and transition climate risk data and environmental markets to deliver global, multi-asset solutions, including significant step-up in brand recognition of ICE as an ESG data provider; continued progress toward Scope 1 and 2 emissions reductions and evaluation of Scope 3 emissions.

 

   

Mr. Gardiner: successfully executed the acquisition of Black Knight, including the financing and the spin-off of the Loan Origination Business (Empower) and Optimal Blue; executed strategic plan based on Board approved goals; continued to act as a senior Company voice to both employees and key external constituents by participating in town halls and employee development events, while also handling the majority of investor and rating agency interactions; significant focus on Company controls and Internal Audit risk assessment processes; supported the Company’s strategic investments and managed the tax implications of integration/restructuring efforts and various product launches; managed and optimized the Company’s capital structure to support debt management, shareholder returns and strategic investments; improved transparency into financial performance of the business; supported and facilitated the Company’s Board, Audit, and Risk meetings.

 

   

Mr. Jackson: successfully executed the acquisition of Black Knight, including the spin-off of the Loan Origination Business (Empower) and Optimal Blue; continued leadership across our mortgage segment, including significant customer outreach and development of detailed integration plans between ICE and Black Knight offerings; continued leadership across technology platforms, including development of IRM 2.0, data center migrations, investments in our mortgage platform, investments in our trading platforms, and investments in our fixed income platform; continued leadership across operations teams, including improvements in system quality and reporting tools; continued progress in building out high-performance technology teams in lower-cost locations; leadership across the Company’s Enterprise Risk Management and Cybersecurity programs.

 

   

Ms. Martin: key leadership on market structure reform initiatives and regulator engagement; maintained positive relationships with regulators and global policy makers; successfully launched several new client councils expanding Executive Engagement opportunities across several targeted segments including Sustainability, Board Advisory, and Fixed Income; continued oversight and executive guidance across FIDS, outstanding transfer performance, including the second largest transfer in NYSE history.

 

   

Mr. Edmonds: continued oversight of the development of, and independent validator/regulator engagement on, ICE Risk Model 2.0; helped facilitate the consolidation of the CDS clearing business into one regulatory jurisdiction; continued strong momentum from the 2022 brand campaign; significant leadership and engagement on treasury clearing initiatives; maintained positive relationships with regulators; continued to provide thought leadership across the clearing landscape; significant leadership across marketing and communications initiatives.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE27


COMPENSATION DISCUSSION & ANALYSIS

 

 

Based on the performance and considerations described above, the following annual bonus awards for fiscal year 2023 were approved by the Compensation Committee:

 

   

Name and Position

  

2023 Annual

Bonus

Jeffrey C. Sprecher

Chair and Chief Executive Officer

  

$3,406,250

(109% of target)

A. Warren Gardiner

Chief Financial Officer

  

$1,362,500

(109% of target)

Benjamin R. Jackson

President, Intercontinental Exchange

  

$1,580,500

(109% of target)

Lynn C. Martin

President, NYSE Group

  

$1,580,500

(109% of target)

Christopher S. Edmonds

Chief Development Officer

  

$1,471,500

(109% of target)

All annual bonus awards for the NEOs were paid in cash in February 2024 and are included in the “Non-Equity Incentive Plan Compensation” column in the 2023 Summary Compensation Table.

As noted above, the Compensation Committee seeks to set annual bonus performance targets at levels that are challenging, but achievable. Based on our history of achievement under the Annual Executive Bonus Plan, we believe that we have succeeded in setting targets that challenge our NEOs, and reward exceptional performance. As illustrated by the below chart, we have performed close to the target level in each of the last five years notwithstanding the fact that we experienced a significant amount of growth during the five-year period, which further illustrates the stretch built into each year’s target goals.

 

Overall Bonus Achievement Versus Goal as a % of Target

2023

  2022   2021   2020   2019

109%

  97%   108%   103%   98%

2024 Annual Bonus Award Structure

For purposes of the 2024 Annual Executive Bonus Plan, which will be more fully discussed in the 2025 Proxy Statement, the Company will introduce certain modifications to the structure. The modifications will include (i) changing the profit measure from Adjusted Net Income to Adjusted Operating Income to better emphasize controllable performance vs positive/negative impact from non-operating items such as interest and taxes, (ii) increasing the weighting on the profit-based measure to 70% to further emphasize bottom-line results and (iii) moving the Committee Discretion element to be an overall modifier up/down instead of the current approach where it is a weighted element of the calculation. With regard to specific performance goals for 2024, we note that because the Company does not provide detailed revenue or earnings guidance, the specific 2024 financial goals are not detailed in this filing. We will publish the 2024 targets and the corresponding achievement in our 2025 Proxy Statement filing. Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

Equity Compensation

The Compensation Committee believes that equity awards are an effective vehicle to align the interests of executive officers with those of our stockholders, serve as a retention tool through multi-year vesting schedules and discourage employees from taking inappropriate business risks. ICE is sensitive to the concerns of its stockholders regarding the potential dilutive impact of equity awards, and also takes into account the relevant accounting and tax impact of all potential forms of equity awards in designing its grants. Additionally, when determining the form in which to deliver equity compensation, the Compensation Committee seeks to maintain a focus on both growth and financial performance.

As discussed in the 2023 Proxy Statement, the Compensation Committee determined it was appropriate to award equity compensation in the form of EBITDA-based PSUs, TSR-based PSUs and stock options. The portion of the award delivered by 3-year cliff vesting TSR-PSUs was 40% of the total award, the portion of the award delivered via EBITDA-PSUs was 40% of the total award and the remaining 20% of the award was delivered in the form of stock options.

 

28INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

In addition to regular annual awards, following ICE’s acquisition of Black Knight in September 2023, the Company granted certain employees, including the NEOs, a 100% performance-based one-time deal incentive equity award (the “Deal Incentive PSU” as disclosed in the Current Report on Form 8-K filed with the SEC on October 6, 2023 (the “Deal Incentive Form 8-K”) and described further below in the 2023 Acquisition Related Performance Share Award section). The Committee determined it appropriate to make this one-time award to ensure direct alignment for participating employees, including NEOs, with the achievement of our publicly committed objectives (expense and revenue synergies) in support of the deal.

 

 

LOGO

Stock Options

We chose stock options as a means of linking a portion of the long-term incentive (“LTI”) awards for our most senior executives directly to the Company’s stock price growth and performance. For the 2023 award, the Compensation Committee determined that the options would vest ratably over a period of three years following the grant date. The Compensation Committee believes the use of stock options is appropriate given the Company’s continued positioning as a growth company.

TSR-based PSUs

We introduced TSR-based PSUs in 2017 as a means of creating a stronger link between long-term stockholder value creation and executive rewards, granting 20% of LTI awards to our NEOs at the time. By 2021, we increased the weighting of TSR-based PSUs to 40% (from 30%) and decreased the weighting of EBITDA-based PSUs to 40% (from 50%) of each NEOs target annual LTI award value to place additional emphasis on multi-year performance and maintained that weighting for delivery of 2022 and 2023 awards. As illustrated below, the number of shares ultimately earned under these PSUs will vary based on the Company’s cumulative TSR performance over the three-year period relative to that of the S&P 500.

 

       
      Threshold
Performance
   Target
Performance
   Maximum
Performance

Company 3-Year TSR relative to S&P 500 3-Year TSR

   25th percentile    50th percentile    75th percentile

PSUs earned (as % of target)

   50%    100%    200%

The 2023 TSR-based PSU awards will cliff vest in February 2026 upon the Compensation Committee’s determination of performance achievement. For TSR-PSU grants for which the performance period has been completed, results are noted below.

 

       
      2021 Award    2020 Award    2019 Award

Performance Period

   1/1/2021 - 12/31/2023    1/1/2020 - 12/31/2022    1/1/2019 - 12/31/2021

Company Actual 3-Year TSR relative to S&P 500 3-Year TSR

   40th percentile    40th percentile    59th percentile

PSUs earned (as % of target)

   80%    80%    137%

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE29


COMPENSATION DISCUSSION & ANALYSIS

 

 

EBITDA-based PSUs

We chose EBITDA-based PSUs as a means of rewarding senior executives for delivering on important pre-established financial performance goals. The Compensation Committee continues to believe that EBITDA is a very strong indicator of Company performance and stockholder value, and it is the most prominent measure evaluated when determining the financial impact of actual and/or potential acquisitions. The Compensation Committee determined that a one-year performance period was appropriate again in 2023 for this portion of the long-term incentive awards because of the Company’s continued growth trajectory due, in part, to our acquisitive nature. The Compensation Committee determined that as a growth company that is continually developing new products and services and entering new markets, the one-year measure provides the Compensation Committee the opportunity to reset targeted EBITDA performance each year to account for the impact and financial expectations of new products, services, markets and acquisitions.

The EBITDA-based PSUs were subject to ICE’s 2023 EBITDA performance as well as a stock market condition that could have reduced the number of shares that were earned above target based on ICE’s 2023 TSR as compared to the S&P 500 index. The number of shares that could have been earned based on ICE’s 2023 EBITDA performance ranged from 0% for performance below the threshold performance, 50% of the target award for performance at the threshold (85% of the EBITDA goal), 100% of the target award for performance at the target (100% of the EBITDA goal) and 200% of the target award for performance at the maximum (113% of the EBITDA goal) performance level. EBITDA results excluded the impact of mid-year M&A activity, which could not be used to meet EBITDA performance targets. In the event ICE achieved above-target EBITDA performance, the stock market condition would have reduced the number of shares earned above target by 10 percentage points if ICE’s 2023 TSR was below the S&P 500 index’s 2023 TSR by 10% or less or reduced such shares by 20 percentage points if ICE’s 2023 TSR was below the S&P 500 index’s 2023 TSR by more than 10%. The table below illustrates the number of PSUs earned based on EBITDA performance and the impact of the stock market condition. Earned awards vest in three equal annual installments beginning in February 2024.

 

       
      Threshold Performance
(85% of goal)
   Target Performance
(100% of goal)
   Maximum Performance
(113% of goal)

2023 Consolidated EBITDA

   $3,974 Million    $4,676 Million    $5,284 Million
LOGO    

Greater than or equal to S&P 500
Index 2023 TSR

   50%    100%    200%
   

Below S&P 500 Index 2023 TSR by
10% or less

   190%
     

Below S&P 500 Index 2023 TSR by
greater than 10%

   180%

The following annual equity awards were granted to the NEOs on February 3, 2023:

 

Name and Position

   Stock
Options (1)
(#)
   TSR-Based PSUs
(# at target)
   EBITDA-Based PSUs
(# at target)

Jeffrey C. Sprecher

Chair and Chief Executive Officer

   108,633    55,266    55,266

A. Warren Gardiner

Chief Financial Officer

   12,780    6,501    6,501

Benjamin R. Jackson

President, Intercontinental Exchange

   32,863    16,719    16,719

Lynn C. Martin

President, NYSE Group

   20,083    10,217    10,217

Christopher S. Edmonds

Chief Development Officer

   16,431    8,359    8,359

 

(1)

The stock options were granted with a strike price of $107.66, which was the closing price of our Common Stock on the grant date, February 3, 2023.

 

30INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

In February 2024, the Compensation Committee determined that ICE’s EBITDA performance for 2023 was approximately 107.9% of target, as illustrated below.

 

       

Financial Metric

   2023 Goal    2023 Actual*    2023 Actual
Compared to 2023
Goal

Consolidated EBITDA

   $4,676 Million    $5,047 Million    107.9%
*

The 2023 actual consolidated EBITDA is equal to earnings before interest, taxes, depreciation, and amortization adjusted for the non-GAAP measures described in ICE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 8, 2024.

Because ICE’s 2023 EBITDA performance was above target, as detailed above, the award was subject to a reduction based on ICE’s 2023 TSR relative to that of the S&P 500. ICE’s TSR performance was below that of the S&P 500 by less than 10% and after the applicable reduction was applied, each NEO earned 154.7% of EBITDA-based PSUs set forth in the table above (down from 161% before the reduction). The first tranche (1/3) of shares earned pursuant to 2023 EBITDA-based PSUs vested on February 12, 2024. Subject to continued employment, the second and third tranches of shares earned are scheduled to vest in equal portions in February 2025 and February 2026. We do not pay any dividends or dividend equivalents on unearned PSUs.

As with the Company’s approach to annual bonuses, the Compensation Committee seeks to set equity compensation performance goals at challenging, but achievable, levels. Based on our history of achievement with respect to EBITDA-based PSUs, we believe that we have succeeded in setting targets that challenge our NEOs, and reward exceptional performance. As illustrated in the below chart, we have performed close to the target level in most of the last five years notwithstanding the fact that we experienced a significant amount of growth during the five-year period, further illustrating the “stretch” built into each year’s target goals.

 

           
      2023    2022    2021    2020    2019

Overall EBITDA Achievement as a % of Target

   107.9%    97.8%    106.5%    103.6%    98.2%

TSR Adjustment (if EBITDA Performance is Above Target)

   -10% of the over-target amount    Not
Applicable
   -20% of the over-target amount    None
(ICE TSR Exceeded S&P 500 TSR)
   Not Applicable

Resulting % of Target Shares Earned

   154.7%    92.7%    140.0%    127.7%    94.0%

Equity awards for all officers are approved by the Compensation Committee. ICE management is not authorized to approve equity awards for officer-level employees and does not have the discretion or authority to govern the timing of equity awards. In 2023, no equity awards for officers were approved outside of a Compensation Committee meeting. ICE uses the closing price of its Common Stock on the NYSE on the grant date for purposes of establishing the strike price of stock options and for accounting purposes of other equity awards. ICE has not issued stock options with an exercise price below the fair market value of its Common Stock on the grant date.

2023 Acquisition Related Performance Share Award

Following ICE’s acquisition of Black Knight in September 2023, the Company granted certain employees, including the NEOs, a 100% performance-based one-time deal incentive equity award on October 4, 2023 (the “Deal Incentive PSUs” as disclosed in the Deal Incentive Form 8-K).

In total, forty employees across the organization, and at a variety of levels, participated in the Deal Incentive PSUs, with 25% of the participation below the officer level. The rationale for making this one-time performance-based equity award was to directly align participating employees, including NEOs, with the achievement of our publicly committed objectives (expense and revenue synergies) in support of the deal.

The grant date value of the award for each NEO is as follows (in each case, assuming a target level of performance were achieved): Mr. Sprecher: $8,000,000 (73,374 shares), Mr. Gardiner: $3,000,000 (27,515 shares), Mr. Jackson: $8,000,000 (73,734 shares), Ms. Martin: $1,500,000 (13,757 shares), and Mr. Edmonds: $3,000,000 (27,515 shares).

With significant input from Compensation Advisory Partners (“CAP”), the Committee’s independent compensation consultant, the Deal Incentive PSUs were structured to include a number of provisions that align the award with the stated objectives. As illustrated below, these design elements include (i) only paying threshold amounts for meeting the publicly stated synergy targets, with any performance above threshold ‘funded’ by realization of additional synergies and capped at 125% of target, (ii) lengthy vesting requirements, with the first opportunity to vest in any shares following more than three years beyond the date of grant, (iii) additional vesting and holding period requirements in the event of up to and above target performance in performance period 1 and above target performance in performance period 2, and (iv) an overall award pool that is aligned with market practices in similar circumstances. For the avoidance of doubt, no award can be paid prior to February 8, 2028 (i.e., 4+ years after date of grant).

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE31


COMPENSATION DISCUSSION & ANALYSIS

 

 

Performance Periods:

Performance Period 1: Grant Date (October 4, 2023) through December 31, 2026 (i.e., 3+ years)

Performance Period 2: Grant Date (October 4, 2023) through December 31, 2027 (i.e., 4+ years)

Performance Period 3: Grant Date (October 4, 2023) through December 31, 2028 (i.e., 5+ years)

Performance Goals and Grid: Expense Synergy and Revenue Synergy. The calculation of these synergies is based on 2022 pro forma adjusted results. Progress on the synergies will be reported at least annually or until the maximum synergy target is met.

The Committee will utilize the following Performance to determine the level at which the Deal Incentive PSUs are earned at the end of each applicable Performance Period as described above.

 

         
      Below
Threshold
1
   Threshold    Target    Maximum

Combined Expense Synergy2 + Revenue Synergy3

   < $325m    $325m    $340m    $370m

% of Target Deal Incentive PSUs Earned4

   0%    50%    100%    125%

 

1

No Deal Incentive PSUs will be earned for performance below the Threshold performance level.

 

2

For purposes of this award, “Expense Synergy” represents a permanent reduction in the cost base of ICE (not just Black Knight), which will not return in the foreseeable future. These include permanent headcount reduction due to elimination of a role, automation of a function, or consolidation of a function, replacing a headcount at a lower cost, elimination of consulting costs, vendor reductions, other third-party expenditure reductions, and event reductions.

 

3

For purposes of this award, “Revenue Synergy” represents cross selling and new products sales between ICE, ICE Mortgage Technology (IMT) and Black Knight. These include sales of legacy IMT products to existing Black Knight customers and / or any sales of legacy Black Knight products to existing IMT customers, sales of Black Knight products by other ICE sales teams, price increases that can be clearly defined and attributed to improving / appending legacy Black Knight / IMT products with additional content, as ICE develops additional standalone and/or integrated mortgage related products. These are calculated as, in the case of a multi-year contract, the average Annual Contract Value, or ACV, of the contract or in the case of a one-year contract, the ACV in the year of the relevant measurement period.

 

4

Deal Incentive PSUs will be earned on a straight-line basis between Threshold and Target performance and Target and Maximum performance.

Vesting Schedule

The chart below illustrates the vesting schedule of the Deal Incentive PSU. The first possible vesting date is February 8, 2028.

 

 

LOGO

 

32INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

2024 Equity Award Structure

For the 2024 equity award, the Compensation Committee determined that it would be appropriate to continue to shift more of the NEOs long-term incentive award to a three-year performance period. In 2024, the Committee introduced a performance share award that utilizes an internal three-year performance measure (EBITDA) to complement the TSR-based PSU. The overall equity award granted to our NEOs in early February 2024 was 50% PSUs with a three-year measure (30% three-year TSR-based and 20% three-year EBITDA-based PSUs), 30% one-year EBITDA-based PSUs, and 20% stock options.

With regard to the specific performance goals for purposes of the 2024 EBITDA-based PSU awards, we note that because the Company does not provide detailed revenue or earnings guidance, the specific EBITDA goals are not detailed in this filing. As we have done in this filing with respect to other awards, we will publish the EBITDA targets and the corresponding achievement in the Proxy Statement filing that follows the end of the performance period.

Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

Other Compensation and Benefits

Perquisites

ICE provides medical insurance, life and disability insurance and other benefits to executives that are generally available to other employees. For certain grandfathered U.S. executive officers, including Messrs. Jackson and Edmonds, ICE provides an enhanced term life insurance benefit (calculated at five times salary less $100,000) and a supplemental disability insurance benefit that is designed to approximate the total benefit level (60% of eligible compensation) that cannot be provided pursuant to the limits in our group disability plans ($10,000 per month). Our contributions to these benefits programs are included in the 2023 All Other Compensation section of the 2023 Summary Compensation Table below.

Our Compensation Committee has approved a Corporate Aircraft Policy, which, among other things, includes an authorization of up to $75,000 of incremental cost per year to ICE for personal use of company-owned or leased aircraft by Mr. Sprecher. In May 2023, the Compensation Committee approved an increase to the Corporate Aircraft authorization amount for Messrs. Gardiner, Jackson, Edmonds and Ms. Martin from $50,000 to $75,000, effective for the full year of 2023. There was no increase in allowance for Mr. Sprecher. In 2023, Mr. Sprecher, Ms. Martin, and Mr. Edmonds did not use any of the amount allocated to them under the Corporate Aircraft Policy. Mr. Gardiner had $23,053 of unreimbursed cost for personal use of company-owned aircraft and Mr. Jackson had $75,000 of unreimbursed cost for personal use of company-owned aircraft, which are both reported in the 2023 Summary Compensation Table and the 2023 All Other Compensation Table.

There were no other perquisites provided to any of our executive officers in 2023 that would require disclosure in the 2023 Summary Compensation Table.

Retirement Plans

We provide retirement benefits to U.S. corporate officers through a 401(k)-retirement plan on the same terms and conditions as those offered to all ICE employees. Consistent with past years in 2023, we provided an immediately vested matching contribution of 100% of the first 6% of employee deferrals of eligible compensation to all participants in the plan, subject to Internal Revenue Service limits ($330,000 per individual in 2023). We do not offer an active defined benefit pension plan or any other form of active supplemental executive retirement plan.

2023 “Say-on-Pay” Vote Result and Stockholder Engagement

At our 2023 Annual Meeting of Stockholders held on May 19, 2023, 89% of stockholders voted to approve the non-binding advisory vote on executive compensation, which the Compensation Committee considered to be a general endorsement of our executive compensation program. In addition to seeking stockholder feedback through our “say-on-pay” votes, we held meetings with some of our largest stockholders to obtain their views on our executive compensation program and governance matters as described above under Structure and Role of Our BoardStockholder Engagement. The Compensation Committee will continue to review our executive compensation program as well as consider stockholder input and consider the outcome of our “say-on-pay” votes when making future compensation decisions for our NEOs.

Compensation Practices

We do not maintain formal targets for the allocation of total compensation through each compensation element. We strive to maintain a low fixed-cost compensation structure (i.e., base salary, benefits and perquisites) and to deliver the majority of value through variable pay elements (i.e., annual bonus and performance-based equity compensation). We have maintained this “pay for performance” orientation since our founding and believe it is an important element of our entrepreneurial culture.

 

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE33


COMPENSATION DISCUSSION & ANALYSIS

 

 

 

Based on a review by CAP, the Compensation Committee’s independent compensation consultant, our mix of compensation continues to emphasize variable incentive compensation, rather than fixed compensation, to a degree that is consistent with our peers. This focus on variable incentive compensation is consistent with the Compensation Committee’s emphasis on performance-based awards for officers and our compensation philosophy.

We believe that our mix of cash/non-cash and short-term/long-term incentives provides an appropriate balance between our longer-term business objectives and shorter-term retention and competitive needs. We also believe that providing the majority of our NEOs’ compensation in the form of long-term incentive awards, when combined with our clawback policies and stock ownership requirements, each discussed below, has the additional benefit of discouraging employees from taking inappropriate risks.

Compensation Committee Role

Our Compensation Committee is responsible for designing, administering and implementing our executive compensation programs. The Compensation Committee is composed of three directors and each of the three directors is a “non-employee director,” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee determines the type and level of compensation for executive officers (generally defined as Section 16 officers under the Exchange Act, but the Compensation Committee has historically included all corporate officers under this definition), reviews the performance of the Chief Executive Officer, and oversees the administration of ICE’s Annual Executive Bonus Plan, ICE’s broad-based employee annual bonus plan and all of ICE’s equity compensation plans. The Compensation Committee Charter, which is periodically reviewed and revised by the Compensation Committee and the Board of Directors, outlines the specific responsibilities of the Compensation Committee. For a copy of the Compensation Committee Charter, please refer to our Governance and Charter Documents provided on our website at https://ir.theice.com/governance/governance-overview.

Our Annual Review Process

The Compensation Committee reviews our executive compensation programs and practices each year with the help of its independent compensation consultant, CAP. Reviews were completed in both 2022 and 2023 that informed decision-making for 2023 compensation levels. Generally, the 2022 review informed decision-making regarding the target value for 2023 equity awards granted in February 2023, and the 2023 review informed decision making regarding 2023 salary adjustments as well as target 2023 annual incentive opportunities. The next review will be completed in 2024.

In setting target direct compensation levels for each NEO, the Compensation Committee reviews an analysis of individual compensation levels prepared by CAP that reports compensation paid to the NEO and compares base salary, total cash compensation (base salary plus annual bonus) and total direct compensation (total cash compensation plus equity compensation) against relevant market data, including peer group data.

For Mr. Sprecher, our Chief Executive Officer, the Compensation Committee determines individual performance and conducts an annual review of his salary, bonuses and equity awards. For other NEOs, Mr. Sprecher provides input to the Compensation Committee regarding his views on the performance of these other officers during the Compensation Committee’s annual review of salary, bonuses and equity awards.

In addition to examining market data on individual positions, the Compensation Committee also focuses on the “total cost of management,” which is an aggregation of total direct annual compensation for the NEOs, excluding any special one-time awards. Based on the analysis prepared in 2023 by CAP, our “total cost of management” is below the 25th percentile of the peer group.

Role of Compensation Consultant

During 2023, the Compensation Committee retained CAP to advise the Compensation Committee on executive compensation matters. The information provided by CAP in 2023 included: competitive salary, bonus and equity data for certain positions within ICE and a benchmarking analysis against our peers. In addition, CAP helped analyze our bonus and equity programs, provided advice regarding the one-time performance-based deal incentive award, provided advice regarding the selection of our peer group, provided updates to the Compensation Committee on trends and regulatory developments, analyzed director compensation and assisted in the review of our compensation plans to determine if the arrangements incented inappropriate risk taking.

The NEOs have not participated in the selection of CAP or any other compensation consultant in connection with advice regarding executive and director compensation matters. A representative from the compensation consultant attends most Compensation Committee meetings and is available between meetings as a resource for the Compensation Committee and management. The Compensation Committee determines in its sole discretion which compensation consultant to retain for various services, and the consultant reports directly to the Compensation Committee. Use of a particular consulting firm by the Compensation Committee does not preclude management from hiring the same consulting firm. In 2023, CAP did not provide any other services to ICE. In compliance with the SEC and NYSE requirements regarding the independence of compensation consultants, CAP provided the Compensation Committee with a letter addressing each of the six independence factors. The Compensation Committee concluded that their responses affirm the independence of the firm and its partners, consultants, and employees who service the Compensation Committee on executive compensation matters and governance issues.

 

34INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

Compensation Peer Group

The Compensation Committee utilizes a peer group to assess ICE’s executive compensation program. ICE’s peer group includes comparable financial exchanges, financial services data providers, technology companies and other related companies based on metrics such as revenue and market capitalization. The peer group is reviewed annually by the Compensation Committee, with assistance and recommendations from its independent compensation consultant, and adjustments are made that may be deemed appropriate. The Compensation Committee reviews annually the executive pay practices of these peer companies as reported in industry surveys, public filings and reports from compensation consulting firms. This information is considered when making recommendations for ICE’s compensation programs and practices.

The 2023 peer group was substantially similar to the 2022 peer group, with the exception of removing IHS Markit after being acquired by S&P Global.

The 2023 peer group consists of the following companies:

 

 

 

CME Group, Inc.

  

Hong Kong Exchanges and

Clearing Limited

   Nasdaq Inc.
 

 

Deutsche Börse AG

 

   London Stock Exchange    Northern Trust Corp.
 

Fidelity National Information

Services Inc.

   Mastercard, Inc.    S&P Global Inc.
 

 

Fiserv Inc.

 

   Moody’s Corp.    Salesforce.com Inc.
 
Global Payments Inc.    MSCI Inc.    State Street Corp.

Risk Assessment with Respect to Compensation

The Compensation Committee, with the assistance of its independent compensation consultant and management, has completed a review of compensation policies and programs, including those not applicable to NEOs, and does not believe there are circumstances where the risks arising from these policies or programs are reasonably likely to have a material adverse effect on ICE. The review examined the balance of fixed and variable elements of compensation, mix of cash and non-cash components and focus on both annual and longer-term operational and financial performance alignment with stockholder interests. Moreover, our compensation program design incorporates certain structural features that align our executives’, including our NEOs’, financial incentives with those of our stockholders and mitigate inappropriate risk-taking. These features include clawback policies, stock ownership requirements, and a total compensation mix weighted in favor of long-term, equity-based awards. The Compensation Committee continues to monitor the risk exposure of our compensation policies and programs.

Clawback Policy

We have adopted a compensation recoupment, or “clawback” policy, to permit ICE to seek recovery of performance-based incentive awards in the event of certain financial statement restatements. The clawback policy states:

It is ICE’s policy that if ICE’s financial statements are required to be restated due to intentional misconduct and/or fraud, the Compensation Committee will, when deemed appropriate in its discretion, direct that ICE seek to recover all or a portion of any affected award made to officers who have engaged in the intentional misconduct and/or fraud that caused the need for the restatement with respect to any fiscal period of ICE. An “affected award” includes any cash or equity-based bonus or incentive compensation payment awarded or given to the employee after the effective date of this policy, and the net proceeds of any stock options exercised after the effective date of this policy, that were advantaged by the filing of the financial statements that were required to be restated.

The amount to be recovered from such individual shall be the estimated amount up to which the affected award exceeded the amount that would have been paid to (or received by) the employee had ICE’s financial statements been properly stated. The Compensation Committee has the authority to determine an appropriate recovery amount, if any, under the circumstances, and whether to initiate or continue pursuing a recovery, based upon factors consistent with the Compensation Committee’s exercise of its fiduciary duties and the Compensation Committee’s good faith reliance upon information, opinions or advice from professional advisors, consultants or experts.

On December 1, 2023, the Company implemented an additional mandatory clawback policy regarding accounting restatements to comply with the SEC’s adoption of final rules implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE35


COMPENSATION DISCUSSION & ANALYSIS

 

 

The mandatory clawback policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that ICE is required to prepare an accounting restatement due to ICE’s material noncompliance with any financial reporting requirement under U.S. federal securities laws.

As further referenced under “Employment Agreements and Other Factors Affecting 2023 Compensation - Termination for Cause or Executive Resignation Other than for Good Reason” - when executives are terminated for Cause, all outstanding unvested equity is forfeited upon termination.

Termination of Employment and Change of Control Payments

We have entered into employment agreements with each of our NEOs that provide benefits upon certain employment terminations, including certain terminations in connection with a “Change in Control” of ICE. The terms of these employment agreements are discussed in more detail below under the heading “Employment Agreements and Other Factors Affecting 2023 Compensation”. The Compensation Committee believes that employment agreements with termination and certain Change in Control protections are appropriate and necessary to attract and retain executive level talent and to mitigate uncertainty and distraction of our management team in the event that the employment of any of our NEOs terminates. The Compensation Committee intends that the terms of NEO employment agreements be consistent with market practice, as adjusted to take into account our unique business considerations, and the Compensation Committee periodically reviews the terms of our NEOs’ employment agreements, including in comparison to market practice. The employment agreements with our NEOs do not include any Code Section 280G “golden parachute” excise tax gross-up provisions.

The Change in Control protections for NEOs require a “double-trigger” before a payment is provided, meaning that in the context of a Change in Control of the Company, the executive officer’s employment must be involuntarily terminated before any severance is paid. The Compensation Committee opted for “double-trigger” arrangements, rather than providing for payments solely on the basis of a Change in Control, because the Compensation Committee believes this to be more consistent with market practice and with our goal of encouraging our NEO’s continued employment following a Change in Control. Furthermore, the Change in Control provisions provide significant retention value with respect to our NEOs.

Stock Ownership Policy, Retention Recommendations and Anti-Hedging and Anti-Pledging Policy

Stock Ownership Policy

The Compensation Committee believes that it is in the best interests of stockholders for ICE’s executives and directors to own a significant amount of ICE Common Stock because a meaningful direct ownership stake by our executives and directors signals to our other investors and stockholders, and also helps facilitate, a strong alignment of interests and commitment to ICE’s success, while simultaneously providing a structural mechanism to discourage our executives from taking inappropriate business risks. Accordingly, ICE’s Stock Ownership Policy is applicable to ICE officers (including all of the NEOs, but excluding officers for whom a significant portion of their compensation is commission-based or who work in a jurisdiction where ICE does not typically grant equity awards) and directors, and requires the following level of ownership (expressed as a multiple of base salary for executives and a multiple of annual cash retainer for directors):

 

Position

   Ownership Multiple Policy
Requirement
   Average Stock
Ownership Multiple*

Chief Executive Officer

   10 times base salary    459 times (Sprecher)

Named Executive Officers (other than CEO)

   4 times base salary   

15 times (Gardiner/Jackson/Martin/

Edmonds)

C-Level Executives and Senior Vice Presidents (non-NEOs)

   2 times base salary    All in compliance

Vice Presidents

   1 times base salary    All in compliance

Members of the Board of Directors of ICE

   5 times annual cash retainer    All in compliance
*

As defined in the Stock Ownership Policy and summarized below as of December 31, 2023. New officers and directors have five years to comply with the ownership requirements.

In establishing the ownership multiple, the Compensation Committee considered information about ownership multiples at its peer companies, recommendations from its independent compensation consultant and third-party groups such as Institutional Shareholder Services (ISS). “Ownership,” for purposes of this Stock Ownership Policy, includes: (i) shares of ICE Common Stock that are owned outright (including those held by a spouse or dependent children), (ii) vested “in-the-money” stock options and (iii) unvested restricted stock and RSUs that are not subject to any performance-based vesting metric. All unvested stock options, “underwater” stock options and unearned performance-based equity awards (including EBITDA-based PSUs and TSR-based PSUs) and unearned Deal Incentive PSUs do not count towards the ownership targets. A newly appointed corporate officer, or newly elected director, will have five years from

 

36INTERCONTINENTAL EXCHANGE2024 Proxy Statement


COMPENSATION DISCUSSION & ANALYSIS

 

 

his or her date of hire or appointment as an officer or director to comply with this Stock Ownership Policy. The Compensation Committee will monitor the ownership levels of such executives and directors during this transition period.

The Compensation Committee monitors the stock ownership levels of our officers and directors on at least an annual basis. In the event of a corporate officer or director’s noncompliance with ICE’s stock ownership policy, the Compensation Committee will review the facts and circumstances regarding the noncompliance and will use its discretion in determining the appropriate corrective actions and/or penalties. Such corrective actions and penalties include, but are not limited to, instructing the officer or director to buy shares of our Common Stock in the open market to comply with the Stock Ownership Policy, reducing or eliminating future equity grants to the officer or director until they comply with the Stock Ownership Policy or issuing a warning to the officer or director. To date, there have been no instances of noncompliance with the Stock Ownership Policy.

Retention Recommendations

To facilitate meeting the minimum holding requirements as specified in this Stock Ownership Policy in a timely fashion, the Compensation Committee recommends that all corporate officers and directors retain a minimum of 50% of the net value of shares obtained pursuant to each stock option exercise and the vesting of stock units for all future grants of stock options or restricted stock until such corporate officer or director has satisfied the minimum stock ownership targets for his or her position.

Anti-Hedging and Anti-Pledging Policy

All employees, including executive officers and directors are subject to our Global Personal Trading Policy under which they are prohibited from hedging and pledging our Common Stock. Specifically, the following activities are prohibited under the policy:

 

   

Engaging in any speculative or hedging transaction, including short sales, in our Common Stock.

 

   

Buying or selling puts, calls, options, warrants, prepaid forward contracts, equity swaps, collars, exchange traded funds or similar instruments on our Common Stock or derivatives of our Common Stock.

 

   

Holding our Common Stock in margin accounts or pledging our Common Stock as collateral.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE37


 

 

 

EXECUTIVE COMPENSATION

2023 Summary Compensation Table

The following table presents information relating to the compensation earned by the NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

 

                 

Name and Principal Position

  Year   Salary ($)   Bonus
($)
  Stock
Awards ($)(1)
  Stock
Option
Awards
($)(2)
  Non-Equity
Incentive Plan
Compensation
($)(3)
  All Other
Compensation
($)(4)
  Total ($)

  Jeffrey C. Sprecher

  2023   1,250,000   -   19,899,842   2,974,980   3,406,250   19,800   27,550,872

  Chairman and Chief Executive Officer

  2022   1,150,000   -   9,999,825   2,499,972   3,031,250   22,933   16,703,980
  2021   1,050,000   -   8,599,877   2,149,989   2,835,000   153,520   14,788,386

  A. Warren Gardiner

  2023   614,583   -   4,399,756   349,988   1,362,500   42,853   6,769,680

  Chief Financial Officer

  2022   575,000   -   999,931   249,972   873,000   18,300   2,716,203
  2021   487,917   -   899,773   -   742,500   17,400   2,147,590

  Benjamin R. Jackson

  2023   725,000   -   11,599,902   899,973   1,580,500   101,736   14,907,111

  President, Intercontinental Exchange

  2022   725,000   -   2,999,792   749,972   1,406,500   69,726   5,950,990
  2021   725,000   -   3,000,000   749,984   1,566,000   74,336   6,115,320

  Lynn C. Martin

  2023   714,583   -   3,699,850   549,985   1,580,500   19,800   6,564,718

  President, NYSE Group

  2022   700,000   -   2,199,951   549,972   1,358,000   18,300   4,826,223
  2021   700,000   -   2,699,914   549,990   1,134,000   17,400   5,101,304

  Christopher S. Edmonds

  2023   664,583   -   4,799,820   449,973   1,471,500   29,233   7,415,109

  Chief Development Officer

  2022   650,000   -   1,699,771   349,972   1,261,000   27,733   3,988,476

 

(1)

The amounts in this column represent the aggregate grant date fair value of all restricted stock unit grants in the calendar year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or ASC Topic 718 on the grant date, which is equal to our closing price on the grant date times the number of RSUs and the number of PSUs projected to be earned based on the probable outcome of the performance conditions to which the awards are subject. For further information regarding grant date fair value calculations, see Note 11 to our Consolidated Financial Statements for 2023 (filed with our Annual Report on Form 10-K). Amounts shown are for annual PSUs that were granted in February 2023, February 2022, and February 2021. The value of the one-time Deal Incentive PSUs granted in October 2023 is also reflected in this column. The Deal Incentive PSUs are discussed further in the 2023 Acquisition Related Performance Share Award section. If the maximum level of performance were achieved for the PSUs granted in February 2023 and the Deal Incentive PSUs the reported amounts would equal $33,799,709, $6,549,541, $17,199,829, $6,274,756, and $7,349,670 for each of Mr. Sprecher, Mr. Gardiner, Mr. Jackson, Ms. Martin, and Mr. Edmonds respectively.

 

(2)

The amounts in this column represent the aggregate grant date fair value of all stock option grants in the calendar year. Additional details of the 2023 stock option awards are included in the 2023 Direct Compensation — Equity Compensation section of the Compensation Discussion & Analysis and footnote 1 of the 2023 Grants of Plan-Based Awards Table. These values were calculated in accordance with ASC Topic 718 on the date of grant using the following assumptions: risk-free interest rate 3.47%; expected life 6.05 years; expected volatility 24.29%; and expected dividend yield 1.56%. The values for our February 2022 awards were calculated using the following assumptions: risk-free interest rate 1.72%; expected life 6.04 years; expected volatility 22.74%; and expected dividend yield 1.17%. The values for our February 2021 awards were calculated using the following assumptions: a risk-free interest rate 0.64%; expected life 5.74 years; expected volatility 23.74%; and expected dividend yield 1.16%. For further information regarding grant date fair value calculations, see Note 11 to our Consolidated Financial Statements for 2023 (filed with our Annual Report on Form 10-K).

 

(3)

The amounts in this column represent fiscal year 2021 through 2023 cash bonus awards that were paid in February of the following calendar year (i.e., February 2022, February 2023 and February 2024, respectively). For 2023, the NEOs were paid the amounts reported under “Non-Equity Incentive Plan Compensation” column pursuant to our Annual Executive Bonus Plan.

 

(4)

The amounts in this column represent the items in the 2023 All Other Compensation Table below.

 

38INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EXECUTIVE COMPENSATION

 

 

2023 All Other Compensation

The following table provides details regarding the perquisites received by each of the NEOs, as well as the other elements of compensation listed in the “All Other Compensation” column of the 2023 Summary Compensation Table, for the fiscal year ended December 31, 2023.

 

 

Name

   401(k) Matching
Contributions ($)(1)
  Life Insurance
Premiums ($)(2)
  Disability Insurance
Premiums ($)(3)
  Other Amounts ($)(4)   Total ($)

  Jeffrey C. Sprecher

   19,800   -   -   -   19,800

  A. Warren Gardiner

   19,800   -   -   23,053   42,853

  Benjamin R. Jackson

   19,800   4,167   2,769   75,000   101,736

  Lynn C. Martin

   19,800   -   -   -   19,800

  Christopher S. Edmonds

   19,800   6,379   3,054   -   29,233

 

(1)

The amounts in this column represent fiscal year 2023 matching contributions under our 401(k) and Profit-Sharing Plan (the “401(k) Plan”). The matching formula is 100% of the first 6% of the eligible employee’s compensation contributed to the 401(k) Plan, subject to plan and statutory limits. Each NEO participates under the same terms and conditions as all other eligible employees.

 

(2)

The amounts in this column represent fiscal year 2023 payments of term life insurance policy premiums under our grandfathered life insurance policy for Messrs. Jackson and Edmonds.

 

(3)

The amounts in this column represent fiscal year 2023 payments of supplemental disability insurance policy premiums under our grandfathered disability insurance policy for Messrs. Jackson and Edmonds.

 

(4)

The amounts listed for Mr. Gardiner and Mr. Jackson reflect the incremental cost of their personal use of the corporate aircraft during 2023, calculated based on the variable operating costs to ICE for each flight hour attributed to personal use (as well as any flight hours attributable to empty pick-up or return flights), including fuel costs; labor, parts and maintenance costs; landing and parking fees; on-board catering costs; and crew expenses. These per-hour costs were determined by using industry-standard cost-estimating guides. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as crew salaries, pilot training, depreciation, hangar rent and insurance. In addition to the incremental cost of personal aircraft use reported above, we also impute taxable income to the named executive officers for any personal aircraft use in accordance with IRS regulations and ICE does not provide tax reimbursements, or “gross-ups,” on those amounts.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE39


EXECUTIVE COMPENSATION

 

 

2023 Grants of Plan-Based Awards

The following table presents information relating to plan-based awards granted to the NEOs in fiscal year 2023. References in the table to “2022 OIP” refer to the 2022 Omnibus Employee Incentive Plan and references to “EBP” refer to the Annual Executive Bonus Plan.

 

   

Grant Date
and
Approval
Date

    Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
    Estimated Future Payouts Under
Equity Incentive Plan Awards
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
   

Exercise
or Base
Price of
Option
Awards

($/Sh)

   

Grant Date
Fair Value
of Stock
and Option
Awards

($)

 

Name

  Threshold ($)     Target ($)     Max ($)     Threshold (#)   Target (#)   Max (#)

Jeffrey C. Sprecher

2022 OIP

    2/3/2023  (1)                  108,633       107.66       2,974,980  

2022 OIP

    2/3/2023  (2)          27,633   55,266   110,532         5,949,938  

2022 OIP

    2/3/2023  (3)          27,633   55,266   110,532         5,949,938  

2022 OIP

    10/4/2023  (4)          36,687   73,374   91,718         7,999,967  

EBP

        (5)      N/A       3,125,000       6,250,000                                      

A. Warren Gardiner

                   

2022 OIP

    2/3/2023  (1)                  12,780       107.66       349,988  

2022 OIP

    2/3/2023  (2)          3,250   6,501   13,002         699,898  

2022 OIP

    2/3/2023  (3)          3,250   6,501   13,002         699,898  

2022 OIP

    10/4/2023  (4)          13,757   27,515   34,394         2,999,960  

EBP

        (5)      N/A       1,250,000       2,500,000                                      

Benjamin R. Jackson

                   

2022 OIP

    2/3/2023  (1)                  32,863       107.66       899,973  

2022 OIP

    2/3/2023  (2)          8,359   16,719   33,438         1,799,968  

2022 OIP

    2/3/2023  (3)          8,359   16,719   33,438         1,799,968  

2022 OIP

    10/4/2023  (4)          36,687   73,374   91,718         7,999,967  

EBP

        (5)      N/A       1,450,000       2,900,000                                      

Lynn C. Martin

                   

2022 OIP

    2/3/2023  (1)                  20,083       107.66       549,985  

2022 OIP

    2/3/2023  (2)          5,108   10,217   20,434         1,099,962  

2022 OIP

    2/3/2023  (3)          5,108   10,217   20,434         1,099,962  

2022 OIP

    10/4/2023  (4)          6,878   13,757   17,196         1,499,926  

EBP

        (5)      N/A       1,450,000       2,900,000                                      

Christopher S. Edmonds

                   

2022 OIP

    2/3/2023  (1)                  16,431       107.66       449,973  

2022 OIP

    2/3/2023  (2)          4,179   8,359   16,718         899,930  

2022 OIP

    2/3/2023  (3)          4,179   8,359   16,718         899,930  

2022 OIP

    10/4/2023  (4)          13,757   27,515   34,394         2,999,960  

EBP

        (5)      N/A       1,350,000       2,700,000                                      

 

(1)

Represents stock options granted on February 3, 2023. The grant date fair value of these awards was calculated in accordance with ASC Topic 718 on the date of grant. Please see footnote 2 of our Summary Compensation Table for additional discussion of these grants.

 

(2)

Represents EBIDTA-based PSUs granted on February 3, 2023 with a three-year vesting schedule (33.3% vesting on February 12, 2024, upon approval of 2023 actual performance compared to the targets, and 33.3% on each of February 12, 2025 and 2026 subject to continued employment). The number of shares issued is determined based on the accomplishment of a 2023 EBITDA target as well as the company’s TSR relative to the S&P 500 index. Please see the 2023 Executive Compensation — Equity Compensation section in the Compensation Discussion & Analysis for additional discussion of this grant. The grant date fair value of this award was calculated in accordance with ASC Topic 718, and such accounting is further described in Note 11 to our Consolidated Financial Statements for 2023 (filed with our Annual Report on Form 10-K). The actual EBIDTA-based PSUs earned based on 2023 performance were 154.7% of the target amounts noted in the above table.

 

(3)

Represents TSR-based PSUs granted on February 3, 2023 with a three-year cliff vesting schedule (100% vesting on February 3, 2026, upon approval of actual performance compared to the targets). The number of shares issued is determined based on the company’s actual TSR performance compared to the companies in the S&P 500 Index over the three-year performance period January 1, 2023 through December 31, 2025. Please see the 2023 Executive Compensation — Equity Compensation section in the Compensation Discussion & Analysis for additional discussion of this grant. The grant date fair value of this award was calculated in accordance with ASC Topic 718.

 

(4)

Represents Deal Incentive PSUs granted on October 4, 2023, as discussed in the 2023 Acquisition Related Performance Share Award section. The grant date fair value of this award was calculated in accordance with ASC Topic 718.

 

40INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EXECUTIVE COMPENSATION

 

 

(5)

Represents full-year target and maximum annual bonus payout levels. Bonus targets as a percentage of salary for 2023 were as follows: 250% of salary for Mr. Sprecher, 200% of salary for Mr. Gardiner, 200% of salary for Mr. Jackson, 200% of salary for Ms. Martin, and 200% of salary for Mr. Edmonds. Actual awards granted in any given year may range from no payout to bonus payments up to 200% of the established target levels. However, any bonus payment must be in accordance with the terms of the Annual Executive Bonus Plan. For fiscal year 2023, the Compensation Committee authorized cash payments at 109% of target based on our financial performance under the plan. These payments are reflected under the “Non-Equity Incentive Plan Compensation” column of our 2023 Summary Compensation Table.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table presents information relating to outstanding equity awards held by the NEOs for the fiscal year ended December 31, 2023, based on the price of our Common Stock on the NYSE at the time of closing on December 29, 2023, which was $128.43. References in the table to “2013 OIP” refer to the 2013 Omnibus Employee Incentive Plan, “2017 OIP” refer to the 2017 Omnibus Employee Incentive Plan and “2022 OIP” refer to the 2022 Omnibus Employee Incentive Plan. All values in the table reflect the 5-for-1 split of our Common Stock which occurred on November 3, 2016.

 

       
           Option Awards     Stock Awards  
                   
Name    Grant Date  

Number of
Securities
Underlying
Unexercised
Options

(# Exercisable)
(1)

   

Number of
Securities
Underlying
Unexercised
Options

(# Unexercisable)
(1)

   

Option
Exercise
Price

($)

    Option
Expiration
Date
   

Number of
Shares

or Units

of Stock That
Have Not
Vested

(#)

   

Market
Value

of Shares
or Units

of Stock
That Have
Not Vested

($)(2)

    Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
   

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested

($)(2)

 

Jeffrey C. Sprecher

                  

2013 OIP

    1/14/2016     175,165       -       50.01       1/14/2026          

2013 OIP

    1/18/2017     203,206       -       57.31       1/18/2027          

2017 OIP

     2/8/2018     152,299       -       67.00       2/8/2028          

2017 OIP

     2/8/2019     139,158       -       76.16       2/8/2029          

2017 OIP

     2/7/2020     129,105       -       92.63       2/7/2030          

2017 OIP

     2/5/2021     63,132       31,567       114.19       2/5/2031          

2017 OIP

     2/4/2022     29,566       59,133       129.76       2/4/2032          

2022 OIP

     2/3/2023     -       108,633       107.66       2/3/2033          

2017 OIP

     2/5/2021 (3)             17,572       2,256,772      

2017 OIP

     2/4/2022 (4)             23,813       3,058,304      

2022 OIP

     2/3/2023 (5)             85,497       10,980,316      

2022 OIP

    10/4/2023 (13)                 73,374       9,423,423  

2017 OIP

     2/5/2021 (6)                 30,125       3,868,928  

2017 OIP

     2/4/2022 (7)                 38,532       4,948,665  

2022 OIP

     2/3/2023 (8)                                                     55,266       7,097,812  

A. Warren Gardiner

                  

2017 OIP

     2/4/2022     2,956       5,913       129.76       2/4/2032          

2022 OIP

     2/3/2023     -       12,780       107.66       2/3/2033          

2017 OIP

     2/5/2021 (3)             1,839       236,183      

2017 OIP

     2/4/2022 (4)             2,381       305,792      

2022 OIP

     2/3/2023 (5)             10,057       1,291,627      

2017 OIP

     2/5/2021 (9)             438       56,252      

2017 OIP

    2/26/2021 (10)             907       116,486      

2022 OIP

    10/4/2023 (13)                 27,515       3,533,751  

2017 OIP

     2/4/2022 (7)                 3,853       494,841  

2022 OIP

     2/3/2023 (8)                                                     6,501       834,923  

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE41


EXECUTIVE COMPENSATION

 

 

       
           Option Awards     Stock Awards  
                   
Name    Grant Date  

Number of
Securities
Underlying
Unexercised
Options

(# Exercisable)
(1)

   

Number of
Securities
Underlying
Unexercised
Options

(# Unexercisable)
(1)

   

Option
Exercise
Price

($)

    Option
Expiration
Date
   

Number of
Shares

or Units

of Stock That
Have Not
Vested

(#)

   

Market
Value

of Shares
or Units

of Stock
That Have
Not Vested

($)(2)

    Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
   

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested

($)(2)

 

Benjamin R. Jackson

                  

2013 OIP

    1/20/2015     27,970       -       41.59       1/20/2025          

2013 OIP

    1/14/2016     25,305       -       50.01       1/14/2026          

2013 OIP

    1/18/2017     28,598       -       57.31       1/18/2027          

2017 OIP

     2/8/2018     39,341       -       67.00       2/8/2028          

2017 OIP

     2/8/2019     35,598       -       76.16       2/8/2029          

2017 OIP

     2/7/2020     33,026       -       92.63       2/7/2030          

2017 OIP

     2/5/2021     22,022       10,137       114.19       2/5/2031          

2017 OIP

     2/4/2022     8,869       16,970       129.76       2/4/2032          

2022 OIP

     2/3/2023     -       32,863       107.66       2/3/2033          

2017 OIP

     2/5/2021 (3)             6,130       787,276      

2017 OIP

     2/4/2022 (4)             7,144       917,504      

2022 OIP

     2/3/2023 (5)             25,864       3,321,751      

2022 OIP

    10/4/2023 (13)                 73,374       9,423,423  

2017 OIP

     2/5/2021 (6)                 10,509       1,349,645  

2017 OIP

     2/4/2022 (7)                 11,559       1,484,522  

2022 OIP

     2/3/2023 (8)                                                     16,719       2,147,221  

Lynn C. Martin

                  

2013 OIP

    1/14/2016     8,310       -       50.01       1/14/2026          

2013 OIP

    1/18/2017     19,065       -       57.31       1/18/2027          

2017 OIP

     2/8/2018     21,459       -       67.00       2/8/2028          

2017 OIP

     2/8/2019     19,417       -       76.16       2/8/2029          

2017 OIP

     2/7/2020     24,019       -       92.63       2/7/2030          

2017 OIP

     2/5/2021     16,150       8,075       114.19       2/5/2031          

2017 OIP

     2/4/2022     6,504       13,009       129.76       2/4/2032          

2022 OIP

     2/3/2023     -       20,083       107.66       2/3/2033          

2017 OIP

     2/5/2021 (3)             4,495       577,293      

2017 OIP

    12/3/2021 (11)             1,280       164,390      

2017 OIP

     2/4/2022 (4)             5,240       672,973      

2022 OIP

     2/3/2023 (5)             15,806       2,029,926      

2022 OIP

    10/4/2023 (13)                 13,757       1,766,812  

2017 OIP

     2/5/2021 (6)                 7,706       989,733  

2017 OIP

     2/4/2022 (7)                 8,477       1,088,701  

2022 OIP

     2/3/2023 (8)                                                     10,217       1,312,169  

 

42INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EXECUTIVE COMPENSATION

 

 

       
           Option Awards     Stock Awards  
                   
Name    Grant Date  

Number of
Securities
Underlying
Unexercised
Options

(# Exercisable)
(1)

   

Number of
Securities
Underlying
Unexercised
Options

(# Unexercisable)
(1)

   

Option
Exercise
Price

($)

    Option
Expiration
Date
   

Number of
Shares

or Units

of Stock That
Have Not
Vested

(#)

   

Market
Value

of Shares
or Units

of Stock
That Have
Not Vested

($)(2)

    Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
   

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested

($)(2)

 

Christopher S. Edmonds

                  

2013 OIP

    1/18/2017     10,000       -       57.31       1/18/2027          

2017 OIP

     2/8/2018     11,383       -       67.00       2/8/2028          

2017 OIP

     2/8/2019     11,631       -       76.16       2/8/2029          

2017 OIP

     2/7/2020     12,009       -       92.63       2/7/2030          

2017 OIP

     2/5/2021     7,340       2,796       114.19       2/5/2031          

2017 OIP

     2/4/2022     4,139       8,278       129.76       2/4/2032          

2022 OIP

     2/3/2023     -       16,431       107.66       2/3/2033          

2017 OIP

     2/5/2021 (3)             2,043       262,382      

2017 OIP

     2/4/2022 (4)             3,334       428,186      

2022 OIP

    5/13/2022 (12)             2,035       261,355      

2022 OIP

     2/3/2023 (5)             12,931       1,660,776      

2022 OIP

    10/4/2023 (13)                 27,515       3,533,751  

2017 OIP

     2/5/2021 (6)                 3,502       449,813  

2017 OIP

     2/4/2022 (7)                 5,394       692,751  

2022 OIP

     2/3/2023 (8)                                                     8,359       1,073,546  

 

(1)

Stock options vest over a three-year period. Stock options granted prior to 2017 vest 33.33% on the one-year anniversary of the grant date and the balance vests ratably on a monthly basis over the remaining 24 months. Stock options granted beginning in 2018 vest 33.33% per year on the anniversary of the grant date.

 

(2)

Market value of stock awards is calculated based on the price of our Common Stock on the NYSE at the time of closing on December 29, 2023 ($128.43) times the number of shares or units of stock that have not vested.

 

(3)

Represents EBITDA-based PSUs granted on February 5, 2021 and earned based on the achievement of 2021 financial performance vs. a pre-established EBITDA target, as well as performance of ICE’s TSR vs. the S&P 500 Index. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2021 actual performance compared to the target, and 33.3% on each of February 15, 2023 and 2024 subject to continued employment). Payout values reflect actual performance, which was 140% of the target performance level.

 

(4)

Represents EBITDA-based PSUs granted on February 4, 2022 and earned based on the achievement of 2022 financial performance vs. a pre-established EBITDA target, as well as performance of ICE’s TSR vs. the S&P 500 Index. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2022 actual performance compared to the target, and 33.3% on each of February 13, 2024 and 2025 subject to continued employment). Payout values reflect actual performance, which was 92.7% of the target performance level.

 

(5)

Represents EBITDA-based PSUs granted on February 3, 2023 and earned based on the achievement of 2023 financial performance vs. a pre-established EBITDA target, as well as performance of ICE’s TSR vs the S&P 500 Index. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2023 actual performance compared to the target, and 33.3% on each of February 12, 2025 and 2026 subject to continued employment). Payout values reflect actual performance, which was 154.7% of the target performance level.

 

(6)

Represents TSR-based PSUs granted on February 5, 2021 and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing 1/1/2021. These PSUs cliff vest in February 2024 upon approval of actual performance compared to the targets. Payout values reflect 80% of the target performance level.

 

(7)

Represents TSR-based PSUs granted on February 4, 2022 and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing 1/1/2022. These PSUs cliff vest in February 2025 upon approval of actual performance compared to the targets. Payout values reflect 100% of the target performance level.

 

(8)

Represents TSR-based PSUs granted on February 3, 2023 and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing 1/1/2023. These PSUs cliff vest in February 2026 upon approval of actual performance compared to the targets. Payout values reflect 100% of the target performance level.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE43


EXECUTIVE COMPENSATION

 

 

(9)

Represents time-based restricted stock units granted on February 5, 2021, with a three-year vesting schedule (33.3% vesting on each of February 5, 2022, 2023, and 2024 subject to continued employment).

 

(10)

Represents time-based restricted stock units granted on February 26, 2021, with a three-year vesting schedule (33.3% vesting on each of February 26, 2022, 2023, and 2024 subject to continued employment).

 

(11)

Represents time-based restricted stock units granted on December 3, 2021, with a three-year vesting schedule (33.3% vesting on each of December 3, 2022, 2023, and 2024 subject to continued employment).

 

(12)

Represents time-based restricted stock units granted on May 13, 2022, with a three-year vesting schedule (33.3% vesting on each of May 13, 2023, 2024, and 2025 subject to continued employment).

 

(13)

Represents performance-based restricted stock units granted on October 4, 2023 as Deal Incentive PSUs, earned based on revenue and expense synergy targets associated with ICE’s acquisition of Black Knight. Awards are subject to a five-year vesting schedule with 33.3% vesting on each of February 8, 2027, 2028, and 2029 subject to continued employment, as discussed in the 2023 Acquisition Related Performance Share Award section.

Option Exercises and Stock Vested During 2023

The following table presents information relating to stock option awards exercised and stock awards vested, respectively, during fiscal year 2023 for the NEOs.

 

     
      Option Awards Exercised in 2023    Stock Awards Vested in 2023
         

Name

   Number of Shares
Acquired on Exercise
   Value Realized on
Exercise ($)(1)
   Number of Shares
Acquired on
Vesting (2)
   Value Realized on
Vesting ($)(3)

  Jeffrey C. Sprecher

   211,325    14,083,738    82,030    8,882,942

  A. Warren Gardiner

   -    -    6,545    702,821

  Benjamin R. Jackson

   24,660    1,808,768    23,143    2,507,178

  Lynn C. Martin

   -    -    18,169    1,976,923

  Christopher S. Edmonds

   4,223    214,666    10,505    1,141,221

 

(1)

The amounts in this column are calculated by multiplying the number of shares acquired on exercise by the difference between the fair market value of our Common Stock on the date of exercise and the exercise price of the stock options.

 

(2)

These shares represent PSUs initially granted on February 7, 2020, February 5, 2021, and February 4, 2022 that vested in 2023. For Mr. Gardiner, Ms. Martin, and Mr. Edmonds, these amounts also include shares of certain RSUs granted in prior years as follows: For Mr. Gardiner, RSU grants on February 7, 2020, February 5, 2021, and February 26, 2021, each with a three-year vesting schedule (33.3% vesting on each of February 7, 2021, 2022 and 2023; February 5, 2022, 2023, and 2024; and February 26, 2022, 2023 and 2024, respectively, subject to continued employment). For Ms. Martin, RSUs granted on December 4, 2022 with a three-year vesting schedule (33.3% vesting on each of December 4, 2023, 2024, and 2025, subject to continued employment). For Mr. Edmonds, RSUs granted on May 15, 2023 with a three-year vesting schedule (33.3% vesting on each of May 15, 2023, 2024, and 2025, subject to continued employment).

 

(3)

The amounts in this column are calculated by multiplying the number of shares that in each case vested during 2023 by the fair market value of our Common Stock on the applicable vesting date.

2023 Pension Benefits

We do not offer an active defined benefit pension plan or any other form of active supplemental executive retirement plan.

2023 Nonqualified Defined Contribution and Other Deferred Compensation Plans

We do not maintain any nonqualified defined contribution plans or active nonqualified deferred compensation plans, such as a supplemental executive retirement plan, 401(k) excess plan, or other vehicles to defer the receipt of cash or equity compensation.

 

44INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EXECUTIVE COMPENSATION

 

 

Employment Agreements and Other Factors Affecting 2023 Compensation

We have entered into employment agreements with each of the NEOs that contain provisions that govern compensation in the event of termination for cause, termination by ICE unrelated to a Change in Control, and termination by ICE after a Change in Control. The material provisions regarding the employment agreements and the provisions governing these termination scenarios are described below.

Term of Employment

The employment agreement for Mr. Sprecher provides for an initial employment term of three years, which will be automatically extended for one (1) day each day during the term of each agreement so that the remaining term of the agreement is always three (3) years, unless either ICE or the executive, prior to the date of extension, give written notice to the other that there will be no extension. The effect of this provision is to ensure that the term remaining under any of these agreements is never more or less than the initial term. The employment agreements for Messrs. Gardiner, Jackson and Edmonds and Ms. Martin provide for an initial employment term of two (2) years. Each day, this term will be automatically extended for one (1) day so that there are always two years remaining in the term at any time.

Base and Bonus Compensation

The employment agreements for the NEOs provide for an initial annual base salary, subject to increase, and an annual bonus that is reasonable in light of the executive’s contribution for that year as well as contributions made by, and bonuses paid to, ICE’s other senior executives for such year. In addition, each of the NEOs is also entitled to receive, from time to time, grants of awards under our equity plans, in each case as determined by the Compensation Committee or by the Board of Directors as a whole.

Non-competition

Mr. Sprecher agrees under his employment agreement that for the term of his employment agreement or, if less, for the one-year period (or, for Messrs. Gardiner, Jackson and Edmonds and Ms. Martin, the eighteen month period) which starts on the date that their employment terminates, they will not assume or perform any managerial or supervisory responsibilities and duties that are substantially the same as those that they perform for ICE for any other business entity that engages in operating global commodity and financial products marketplaces for the trading of physical commodities, futures contracts, options contracts, and other derivative instruments, providing risk management tools and clearing services, providing brokerage services, and providing market data relating to these services in which ICE is engaged as of the date of termination of the executive’s employment or in which ICE proposes to engage under its business plan as in effect on such date, if any site of any of the offices or equipment of such competitive business is located in the U.S., Canada, the U.K. or Singapore.

The employment agreements provide that each executive may own 5% or less of the stock of a publicly traded company that engages in such competitive business, so long as they are only passive investors and are not actively involved in such company in any way.

Non-solicitation

Each of the NEOs is restricted from soliciting, for the purpose of competing with ICE or its affiliates, any of its customers or customers of its affiliates with whom the executive had contact, knowledge or association (i) at any time during the executive’s employment with ICE or its affiliates and (ii) at any time during the twenty-four month period (the eighteen-month period for Messrs. Gardiner, Jackson and Edmonds and Ms. Martin) immediately preceding the beginning of the “restricted period.” “Restricted period” means, for Mr. Sprecher, the term of the executive’s employment agreement, including after termination of employment, the remainder of the term of the agreement without regard to the reason for the executive’s termination of employment (as such initial term may have been extended under the agreement). For Messrs. Gardiner, Jackson and Edmonds and Ms. Martin, “restricted period” means the eighteen-month period after termination of employment, without regard to the reason for termination of employment.

Confidentiality Provisions

Each of the NEOs is subject to customary confidentiality provisions during the term of employment and for at least a five-year period after termination, and each executive must not use or disclose any of ICE’s trade secrets for as long as they remain trade secrets.

Termination for Cause or Executive Resignation Other than for Good Reason

For each of the NEOs, if ICE terminates the executive for “Cause,” as such term is defined below, if the executive resigns other than for “Good Reason,” as such term is defined below, or if the executive’s employment terminates as a result of death or disability, ICE must pay the executive, among other benefits, all accrued but unpaid salary, annual bonus, if any, and unreimbursed expenses. If an executive’s employment terminates as a result of death, any unvested stock options, unvested RSUs and unvested PSUs will become immediately vested.

Qualifying Termination Unrelated to a Change in Control

For each of the NEOs, if there is a termination of employment by ICE without “Cause” or resignation by the executive for “Good Reason” (each, a “Qualifying Termination”) that is unrelated to a “Change in Control,” as such terms are defined below, ICE must pay a lump sum cash payment equal to (i) the amount of salary the executive would have received over the remainder of the term of employment and

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE45


EXECUTIVE COMPENSATION

 

 

(ii) three (3) times (two (2) times in the case of Messrs. Gardiner, Jackson and Edmonds and Ms. Martin), the greater of the average of the last three bonuses and the last bonus paid to the executive prior to termination. In addition, for Mr. Sprecher, any stock options or other equity awards granted (including performance-based awards which were earned but not vested for any performance period that was completed as of the termination of employment) will become exercisable or vest upon the executive’s termination. For Messrs. Gardiner, Jackson and Edmonds and Ms. Martin, any stock options or other equity awards granted (including performance-based awards which were earned but not vested for any performance period that was completed as of the termination of employment) that would otherwise vest in the two-year period following termination will become exercisable or vest upon termination. Performance-based awards for any performance period in progress as of the termination of employment will be earned based on actual performance as determined after completion of the performance period, in accordance with the terms of such grants, and such earned awards will fully vest on such determination date.

Further, each of the NEOs are eligible to receive a lump sum cash payment in respect of their costs for two years’ group health coverage under COBRA, in accordance with their employment agreements.

“Cause,” as used in the employment agreements for each of the NEOs, generally means: (i) the employee is convicted of, pleads guilty to or otherwise admits to any felony or act of fraud, misappropriation or embezzlement; (ii) the employee knowingly engages or fails to engage in any act or course of conduct that (a) is reasonably likely to adversely affect ICE’s rights or qualification under applicable laws, rules or regulations to serve as an exchange or other form of a marketplace for trading the products defined in the non-competition section or (b) violates the rules of any exchange or market on which ICE effects trades (or at such time is actively contemplating effecting trades) and is reasonably likely to lead to a denial of ICE’s right or qualification to effect trades on such exchange or market; (iii) there is any act or omission by the employee involving malfeasance or gross negligence in the performance of his or her duties and responsibilities or the exercise of his or her powers to the material detriment of ICE; or (iv) the employee (a) breaches any of the covenants made under his employment agreement or (b) violates any provision of any code of conduct adopted by ICE that applies to him or her if the consequence to such violation ordinarily would be a termination of his or her employment.

“Change in Control,” as used in the employment agreements for each of the NEOs, generally means: (i) any person is or becomes the beneficial owner, directly or indirectly, of securities representing 30% or more of the combined voting power of any outstanding ICE securities eligible to vote in an election of directors (subject to certain exceptions, including if such person is the executive, an entity controlled by the executive or group of which the executive is a member); (ii) any dissolution or liquidation of ICE or any sale or disposition of 50% or more of ICE’s assets or business; or (iii) the consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving ICE, unless (a) the persons who were the beneficial owners of outstanding ICE securities eligible to vote in an election of directors immediately before the consummation of such transaction hold more than 60% of the voting power immediately following the consummation of such transaction, and (b) each such person holds such securities in substantially the same proportion immediately following the consummation of such transaction as each such person had held immediately prior to the consummation of such transaction.

“Good Reason,” as used in the employment agreements for each of the NEOs, generally means: (i) there is a material reduction in the executive’s base salary or opportunity to receive any annual bonus and equity grants without the executive’s express written consent; (ii) there is a material reduction in the scope, importance or prestige of the executive’s duties; (iii) executive is transferred to a work site that is more than thirty miles from his or her then current work site; (iv) after a Change in Control, executive’s job title is materially changed or executive is no longer provided the same or substantially equivalent plans, programs and policies; (v) there is a material breach of the executive’s employment agreement; (vi) executive receives notice of non-renewal during the three years following a Change in Control; (vii) the failure of any successor to ICE to expressly assume executive’s employment agreement; or (viii) in the case of Mr. Sprecher, ICE fails to nominate Mr. Sprecher for re-election to the Board of Directors.

Qualifying Termination Following a Change in Control

For each of the NEOs, if the Qualifying Termination occurs following, or within 180 days prior to, the effective date of a Change in Control of ICE, ICE must pay the executive a lump sum amount of cash equal to three (3) times (two (2) times in the case of Messrs. Gardiner, Jackson and Edmonds and Ms. Martin) (i) the executive’s salary and (ii) the greater of the average of the last three bonuses paid to executive prior to termination, the last bonus paid to executive prior to the effective date of a Change in Control and the last bonus paid to executive prior to termination. In addition, any stock options or other equity awards granted (including performance-based awards which were earned but not vested for any performance period that was completed as of the termination of employment) will become exercisable or vest upon the executive’s termination. Performance-based awards for any performance period in progress as of the termination of employment will be earned based on actual performance as determined after completion of the performance period, in accordance with the terms of such grants, and such earned awards will fully vest on such determination date. The executive will be entitled to exercise stock options that had been granted after entering into the employment agreement for the same period as if the executive had continued in employment through the remainder of the employment term.

Further, each of the NEOs are eligible to receive a lump sum cash payment in respect of their costs for two years’ group health coverage under COBRA, in accordance with their employment agreements.

 

46INTERCONTINENTAL EXCHANGE2024 Proxy Statement


EXECUTIVE COMPENSATION

 

 

No officers, including the NEOs, are eligible for any “golden parachute” excise tax gross-up.

2023 Potential Payments upon Termination or Change in Control

The following table presents the estimated benefits and payments for termination of the NEOs unrelated to a Change in Control and following, or within 180 days prior to, a Change in Control, assuming the termination took place on the last business day of the most recently completed fiscal year. For certain items below, the values are based on the closing price of $128.43 for our Common Stock on the NYSE on December 29, 2023. Other applicable terms for these benefits and payments are discussed above under Termination by ICE Unrelated to a Change in Control and Termination Following a Change in Control.

 

             

Name

   Termination
for Cause ($)
   Voluntary
Resignation
Other Than
for Good
Reason ($)
  Disability ($)
(4)
   Death ($)
(4)
     Termination
by ICE
Unrelated to a
Change in
Control ($)
     Termination
Following a
Change in
Control ($)
 

Jeffrey C. Sprecher

                                        

Cash Severance (1)

   -    -   -      -        12,843,750        12,843,750  

Cost of Welfare Benefits Continuation (2)

   -    -   -      -        43,034        43,034  

Value of Equity Awards Subject to Accelerated Vesting (3)

   -    -   -      42,090,414        42,090,414        42,090,414  

Total:

   0    0   0      42,090,414        54,977,198        54,977,198  

A. Warren Gardiner

                                        

Cash Severance (1)

   -    -   -      -        2,396,000        2,396,000  

Cost of Welfare Benefits Continuation (2)

   -    -   -      -        60,273        60,273  

Value of Equity Awards Subject to Accelerated Vesting (3)

   -    -   -      6,746,333        6,746,333        6,746,333  

Total:

   0    0   0      6,746,333        9,202,606        9,202,606  

Benjamin R. Jackson

                                        

Cash Severance (1)

   -    -   -      -        4,263,000        4,263,000  

Cost of Welfare Benefits Continuation (2)

   -    -   -      -        54,962        54,962  

Value of Equity Awards Subject to Accelerated Vesting (3)

   -    -   -      19,667,524        19,667,524        19,667,524  

Total:

   0    0   0      19,667,524        23,985,486        23,985,486  

Lynn C. Martin

                                        

Cash Severance (1)

   -    -   -      -        4,166,000        4,166,000  

Cost of Welfare Benefits Continuation (2)

   -    -   -      -        0        0  

Value of Equity Awards Subject to Accelerated Vesting (3)

   -    -   -      8,816,164        8,816,164        8,816,164  

Total:

   0    0   0      8,816,164        12,982,164        12,982,164  

Christopher S. Edmonds

                                        

Cash Severance (1)

   -    -   -      -        3,872,000        3,872,000  

Cost of Welfare Benefits Continuation (2)

   -    -   -      -        60,273        60,273  

Value of Equity Awards Subject to Accelerated Vesting (3)

   -    -   -      8,383,666        8,383,666        8,383,666  

Total:

   0    0   0      8,383,666        12,315,939        12,315,939  

 

(1)

These amounts represent the cash severance payments in accordance with employment agreements in effect as of December 31, 2023 (as discussed in the preceding narrative) under the termination scenarios described in the table. These calculations assume all earned base salary and annual incentive payments have been paid. For a termination unrelated to a Change in Control, the duration of the remaining employment term has been assumed to equal three years for Mr. Sprecher. For Messrs. Gardiner, Jackson and Edmonds and Ms. Martin, the remaining term has been assumed to be two years. Also, in light of the assumed termination date of December 29, 2023, the fiscal year 2022 bonus that was paid in February 2023 is the last bonus paid for purposes of the severance calculation under the employment agreements.

 

2024 Proxy StatementINTERCONTINENTAL EXCHANGE47


EXECUTIVE COMPENSATION

 

 

(2)

For each NEO, the welfare benefit costs include estimated costs of two years’ group health coverage under COBRA, as called for according to their employment agreements. Ms. Martin was not enrolled in ICE’s group health coverage in 2023.

 

(3)

The market value of stock awards is calculated based on the closing price of our Common Stock on NYSE on December 29, 2023: $128.43. These costs include the acceleration of vesting of unvested equity awards (including the value of unvested dividend equivalent rights) under termination scenarios as described above, with the value of options based on the “spread” between $128.43 and the option’s strike price at December 29, 2023 and the value of any PSUs with open measurement periods assumed to vest at target. These amounts do not include the value of vested equity awards outstanding as of December 29, 2023.

 

(4)

The amounts reported in the table above do not reflect payments upon an NEO’s disability or death under our supplemental disability insurance benefit and life insurance benefit programs, respectively. See the Other Compensation and Benefits section of the Compensation Discussion & Analysis for a description of these benefits.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Mulhern, Ms. Cooper, and Lord Hague served as members of our Compensation Committee during 2023. None of Mr. Mulhern, Ms. Cooper, and Lord Hague is or ever was an officer or employee of the Company. None of our executive officers or directors serves (or, during any time in 2023, served) as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

NON-EMPLOYEE DIRECTOR COMPENSATION

As with our executive compensation program, the Compensation Committee utilizes the services of an independent compensation consultant to benchmark the competitiveness of our director compensation program, including compensation offered for service on subsidiary boards. During 2023, the Compensation Committee reviewed a director compensation benchmarking report from CAP that analyzed each aspect of director compensation against the same peer companies that were utilized for the executive compensation benchmarking report. Based on the results of this report and consultation with its compensation consultant, the Compensation Committee approved the following non-employee director compensation pay levels for 2023:

 

   

An annual retainer of $100,000;

 

   

An annual retainer of $15,000 for members of the Audit Committee and $10,000 for members of the Compensation Committee, Nominating & Corporate Governance Committee and Risk Committee;

 

   

An annual retainer for committee chairpersons (in lieu of the committee member retainers described above) of $35,000 for the Audit Committee, $30,000 for the Compensation Committee, and $25,000 for the Nominating & Corporate Governance Committee and Risk Committee;

 

   

A lead independent director fee of $65,000; and

 

   

A grant of $220,000 in the form of RSUs that vest one year from the date of grant (with the number of units calculated at the time of grant by dividing the annual grant value by the closing price per share on the grant date).

Directors do not receive fees for individual Board of Directors or committee meetings in addition to the annual retainers referenced above. Directors who are also ICE employees do not receive additional compensation for serving as directors.

 

48INTERCONTINENTAL EXCHANGE2024 Proxy Statement


NON-EMPLOYEE DIRECTOR COMPENSATION

 

 

Subsidiary Board Service and Compensation

In addition to serving on the Board of Directors, many of our non-employee directors also serve as directors on the board of directors or managers on the board of managers of our subsidiaries. We believe it is important for Board members to serve on our subsidiary boards to provide a consistent perspective on Company strategy, values and governance. In 2023, seven of our current non-employee directors served as members of the boards of our regulated subsidiaries as illustrated below:

 

               

Independent Director

 

ICE

Clear
Credit

LLC

  ICE
Futures
Europe
 

ICE
Mortgage
Services,

LLC

 

ICE

NGX

Canada

Inc.

  NYSE
Subs.
 

ICE

Clear
Europe

Limited

 

ICE
Mortgage
Technology

Holdings,

Inc.

Hon. Sharon Y. Bowen (1)

                      X(Chair)        

Duriya M. Farooqui (2)

                  X   X        

Lord Hague of Richmond (3)

          X(Chair)                    

Mark F. Mulhern (4)

                              X

Caroline L. Silver (5)

                          X(Chair)    

Judith A. Sprieser (6)

      X       X                

Martha A. Tirinnanzi (7)

              X               X

 

(1)

In 2023, Ms. Bowen attended a total of 13 board and committee meetings for NYSE subsidiaries.

 

(2)

In 2023, Ms. Farooqui attended a total of eight board and committee meetings for ICE NGX Canada Inc. and a total of 14 board and committee meetings for NYSE subsidiaries.

 

(3)

In 2023, Lord Hague attended a total of eight board and committee meetings for ICE Futures Europe.

 

(4)