Form 4: Intercontinental Exchange COO Stuart Glen Williams Reports Stock Transactions

Stuart Glen Williams, COO of Intercontinental Exchange, reports acquisition and disposal of common stock related to vesting of restricted stock units and tax obligations.

Summary

• On February 4, 2025, Stuart Glen Williams, the Chief Operating Officer of Intercontinental Exchange, Inc. (ICE), reported transactions involving ICE common stock.
• Williams acquired 3,784 shares of common stock related to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• These TSR PSUs' payout was determined based on ICE's stock price through December 31, 2024, relative to the S&P 500's total shareholder return from January 1, 2022, through December 31, 2024.
• Williams also disposed of 1,730 shares of common stock to satisfy tax withholding obligations related to the vested TSR PSUs at a price of $160.39 per share.
• Following these transactions, Williams beneficially owns 14,925 shares of ICE common stock, which includes 6,529 shares of common stock, 1,694 unvested restricted stock units (RSUs), and 6,702 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The vesting of RSUs and PSUs occurs over a three-year period, with 33.33% of the units vesting each year.
• 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 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 a potential one-year holding period.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of performance-based units suggests the company is meeting its targets, but the disposal of shares for tax obligations is a neutral event.

Positives

• The vesting of TSR PSUs indicates that performance targets related to shareholder return were met, which is a positive signal.

Negatives

• The disposal of shares to cover tax obligations, while normal, slightly reduces Williams' direct holdings in the company.

Risks

• Future vesting of PSUs and RSUs is contingent on continued performance and may be subject to additional holding periods, introducing uncertainty.

Future Outlook

Future vesting of RSUs and PSUs is dependent on meeting performance criteria and may be subject to additional time-based vesting conditions and holding periods.

Industry Context

Executive stock transactions are a common occurrence in publicly traded companies and are closely monitored by investors for insights into management's confidence in the company's future performance. Vesting of performance-based units suggests the company is meeting its targets.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded companies, particularly in the financial services sector.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize restricted stock units and performance-based awards to incentivize executives.
• The vesting schedules and performance metrics (e.g., TSR, EBITDA) are typical for executive compensation plans in this industry.

Stakeholder Impact

• The vesting of performance-based units aligns management's interests with those of shareholders, incentivizing them to drive shareholder value.

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 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