Form 4: Intercontinental Exchange Executive Benjamin Jackson Reports Stock Award Vesting and Tax Withholding

Benjamin Jackson, President of Intercontinental Exchange, reports the vesting of performance-based restricted stock units and shares withheld for tax obligations, resulting in adjustments to his beneficial ownership.

Summary

• On February 4, 2025, Benjamin Jackson, President of Intercontinental Exchange, reported transactions related to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• The payout for these TSR PSUs was based on the company's stock price and total shareholder return from January 1, 2022, through December 31, 2024, relative to the S&P 500.
• Jackson acquired 14,194 shares upon vesting of the TSR PSUs.
• 6,407 shares were withheld to cover tax obligations at a price of $160.39 per share.
• Following these transactions, Jackson beneficially owns 164,041 shares of common stock, which includes 143,226 shares of common stock and 20,815 unvested performance based restricted stock units (PSUs) for which the performance period has been satisfied.
• The amount of securities beneficially owned includes 91 shares acquired under Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2024.
• The vesting of PSUs tied to EBITDA for 2024 will be determined in February 2025 and reported at the time of vesting.
• The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units will be determined in 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 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.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and the achievement of performance targets, which is generally viewed positively. There are no indications of negative financial performance or concerning disclosures.

Positives

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

Future Outlook

The satisfaction and vesting of remaining PSUs, including those tied to EBITDA and total shareholder return, will be determined and reported in February 2025, February 2026, and February 2027, respectively. The satisfaction of Deal Incentive Awards will be determined in December 2026, December 2027 and December 2028.

Industry Context

This filing is a routine disclosure related to executive compensation and stock-based awards, common in publicly traded companies like Intercontinental Exchange. It reflects the company's performance-based compensation structure and alignment of executive incentives with shareholder returns.

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 such awards, aligning executive compensation with company performance and shareholder value creation.

Stakeholder Impact

• The vesting of performance-based awards aligns executive interests with shareholder value creation.
• Tax withholding obligations impact the executive's net compensation.

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 total shareholder return performance based restricted stock units will be determined in 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 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.

Key Dates