Form 4: Intercontinental Exchange Executive Douglas Foley Reports Stock Award Vesting and Tax Withholding

Douglas Foley, SVP at Intercontinental Exchange, reports the vesting of performance-based restricted stock units and shares withheld for tax obligations.

Summary

• On February 4, 2025, Douglas Foley, SVP of HR & Administration at Intercontinental Exchange, reported transactions related to the company's stock.
• 2,837 shares were acquired due 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 Intercontinental Exchange's stock price performance relative to the S&P 500 from January 1, 2022, through December 31, 2024.
• 946 shares were withheld to cover tax obligations related to the vesting of the TSR PSUs at a price of $160.39.
• The total shares beneficially owned following these transactions is 21,992, which includes 18,403 shares of common stock and 3,589 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• 91 shares were acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2024.
• The satisfaction of the 2024 PSUs tied to earnings before interest, taxes, depreciation, and amortization, ('EBITDA') and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2025 and will be reported at the time of vesting.
• 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.

Sentiment

Score: 7

Explanation: The document reflects a positive event (vesting of stock awards) indicating the company met certain performance targets. However, the tax withholding is a neutral event.

Positives

• The vesting of TSR PSUs indicates that the company met certain performance targets related to total shareholder return relative to the S&P 500.
• Employee participation in the Employee Stock Purchase Plan suggests confidence in the company's future performance.

Negatives

• The withholding of 946 shares to cover tax obligations reduces the number of shares Foley directly receives from the vesting event.

Risks

• The value of the vested shares is subject to market fluctuations, which could impact the overall value of Foley's holdings.
• Future vesting of PSUs is contingent on meeting performance targets and continued employment, creating uncertainty regarding future compensation.

Future Outlook

Future vesting of PSUs is contingent on meeting performance targets related to EBITDA and total shareholder return, with vesting dates extending to February 2027 and December 2028.

Industry Context

Stock-based compensation is a common practice in the financial services industry to align executive interests with shareholder value. The vesting of performance-based units indicates the company's performance met certain pre-defined targets.

Comparison to Industry Standards

• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize stock-based compensation plans for their executives.
• The specific performance metrics used for vesting, such as TSR relative to the S&P 500 and EBITDA targets, are common benchmarks in the industry.
• The vesting schedules, typically over a three-year period, are also in line with industry standards.

Stakeholder Impact

• Shareholders may view the vesting of performance-based awards as a positive sign, indicating that management is incentivized to drive shareholder value.
• Employees participating in the Employee Stock Purchase Plan benefit from the opportunity to acquire company stock at potentially favorable terms.

Next Steps

• The satisfaction of the 2024 PSUs tied to earnings before interest, taxes, depreciation, and amortization, ('EBITDA') and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2025 and will be reported at the time of vesting.
• 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.

Key Dates