Form 4: Intercontinental Exchange CFO Warren Gardiner Reports Changes in Beneficial Ownership

Warren Gardiner, CFO of Intercontinental Exchange, reports acquisition and disposal of common stock related to vesting of performance-based restricted stock units.

Summary

• On February 4, 2025, Warren Gardiner, CFO of Intercontinental Exchange, reported changes in beneficial ownership of the company's common stock.
• These changes are related to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• Gardiner acquired 4,731 shares upon vesting of the TSR PSUs.
• 2,133 shares were withheld to cover tax obligations at a price of $160.39.
• Following these transactions, Gardiner beneficially owns 18,424 shares of common stock.
• This total includes 10,528 shares of common stock and 7,896 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment as it indicates that performance targets were met, leading to the vesting of equity awards. It's a routine filing, but the vesting itself is a positive signal.

Positives

• The vesting of TSR PSUs indicates that performance targets related to shareholder return were met.

Future Outlook

The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting. The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period.

Industry Context

Form 4 filings are a routine part of executive compensation and provide transparency into the alignment of management's interests with those of shareholders.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards like TSR PSUs to incentivize long-term value creation.
• The vesting of these awards is typically tied to specific performance metrics, such as total shareholder return relative to a benchmark like the S&P 500.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity compensation structures for their executives.

Stakeholder Impact

• The vesting of performance-based equity awards aligns management's interests with those of shareholders, incentivizing long-term value creation.
• Employees who hold similar equity awards may experience a similar impact.

Next Steps

• The satisfaction of the 2024 PSUs tied to EBITDA will be determined in February 2025 and reported at the time of vesting.
• The satisfaction of the 2023 and 2024 TSR PSUs will be determined in February 2026 and February 2027, respectively, and reported at the time of vesting.
• The satisfaction of the Deal Incentive Awards will be determined in December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period.

Key Dates