Form 4: Intercontinental Exchange Executive Douglas Foley Reports Stock Transactions
SEC Form 4
Douglas Foley, SVP, HR & Administration at Intercontinental Exchange, reported the withholding of shares to cover tax obligations related to vesting restricted stock units.
Summary
- On February 12, 2025, Douglas Foley, SVP, HR & Administration at Intercontinental Exchange, had 646 shares of common stock withheld to satisfy tax obligations related to vesting performance-based restricted stock units at a price of $166.94.
- These restricted stock units were granted on February 3, 2023, and their vesting was contingent upon the achievement of certain 2023 EBITDA performance targets.
- The restricted stock units vest over three years, with 1/3 vesting on February 12, 2024, 1/3 on February 12, 2025, and 1/3 on February 12, 2026.
- On February 13, 2025, 322 shares were withheld at a price of $166.56 to satisfy tax obligations related to performance-based restricted stock units granted on February 4, 2022.
- These units also vested based on 2022 EBITDA performance, vesting over three years with the final tranche issued on February 13, 2025.
- Following these transactions, Foley beneficially owns 24,889 shares of Intercontinental Exchange common stock, which includes vested and unvested restricted stock units.
- Future vesting of performance-based restricted stock units is contingent upon the achievement of EBITDA and total shareholder return targets in subsequent years and will be reported at the time of vesting.
Sentiment
Score: 5
Explanation: The document is a standard SEC filing related to stock transactions by an executive, indicating a neutral sentiment.
Future Outlook
Future vesting of performance-based restricted stock units is contingent upon the achievement of EBITDA and total shareholder return targets in subsequent years and will be reported at the time of vesting.
Industry Context
This filing is a routine disclosure related to executive compensation and stock ownership, common in the financial services industry.
Comparison to Industry Standards
- Stock-based compensation is a common practice among publicly traded companies, including competitors like Nasdaq and CME Group.
- The vesting schedules and performance metrics (EBITDA, TSR) are typical for executive compensation packages in the financial exchange industry.
- Companies like Nasdaq (NDAQ) and CME Group (CME) also utilize restricted stock units and performance-based awards to incentivize and retain key personnel.
Stakeholder Impact
- The transactions have a minor impact on shareholders as they relate to executive compensation and do not represent a significant change in ownership.
- Employees may be interested in the details of executive compensation and how it aligns with company performance.
Next Steps
- Future vesting of performance-based restricted stock units will be reported at the time of vesting.
- The satisfaction of performance conditions for future vesting periods will be determined in February 2027 and February 2028.
Key Dates
| Date | Description |
|---|---|
| 02/03/2023 | Date of grant of performance based restricted stock units, vesting of which was conditioned upon the achievement of certain 2023 EBITDA performance versus pre-established targets. |
| 02/04/2022 | Date of grant of performance based restricted stock units, vesting of which was conditioned upon the achievement of certain 2022 EBITDA performance versus pre-established targets. |
| 02/12/2024 | First vesting date (1/3) for performance based restricted stock units granted on February 3, 2023. |
| 02/12/2025 | Transaction date; withholding of 646 shares for tax obligations; second vesting date (1/3) for performance based restricted stock units granted on February 3, 2023. |
| 02/13/2023 | First vesting date (1/3) for performance based restricted stock units granted on February 4, 2022. |
| 02/13/2024 | Second vesting date (1/3) for performance based restricted stock units granted on February 4, 2022. |
| 02/13/2025 | Transaction date; withholding of 322 shares for tax obligations; third vesting date (1/3) for performance based restricted stock units granted on February 4, 2022. |
| 02/12/2026 | Final vesting date (1/3) for performance based restricted stock units granted on February 3, 2023. |
| 12/2026 | Determination date for performance based restricted stock units granted as Deal Incentive Awards. |
| 02/2027 | Determination date for 2024 three-year EBITDA PSUs. |
| 12/2027 | Determination date for performance based restricted stock units granted as Deal Incentive Awards. |
| 02/2028 | Determination date for 2025 three-year EBITDA PSUs. |
| 12/2028 | Determination date for performance based restricted stock units granted as Deal Incentive Awards. |
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