Form 4: Intercontinental Exchange Executive Mayur Kapani Reports Acquisition of Restricted Stock Units

Mayur Kapani, Chief Technology Officer of Intercontinental Exchange, reports the acquisition of restricted stock units.

Summary

• Mayur Kapani, the Chief Technology Officer of Intercontinental Exchange, filed a Form 4 on February 12, 2025, reporting changes in beneficial ownership.
• On February 10, 2025, Kapani acquired 4,487 shares of common stock in the form of restricted stock units (RSUs).
• These RSUs vest over three years, with 1/3 vesting on each anniversary of the award date.
• Following the transaction, Kapani beneficially owns 75,215 shares of common stock, which includes 61,159 shares of common stock, 4,487 unvested RSUs, and 9,569 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The satisfaction of certain performance-based restricted stock units (PSUs) tied to EBITDA and total shareholder return will be determined in February 2026, February 2027 and February 2028 and 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 is neutral to positive. It reflects standard executive compensation practices and aligns executive interests with company performance. There are no immediate negative implications.

Positives

• The acquisition of restricted stock units aligns the executive's interests with the company's performance.
• The vesting schedule encourages long-term commitment from the executive.

Risks

• The value of the restricted stock units is subject to the market price of Intercontinental Exchange's common stock.
• The vesting of performance-based units is contingent on achieving specific financial targets.

Future Outlook

The vesting of performance-based restricted stock units is contingent on future company performance, specifically EBITDA and total shareholder return, over the next several years.

Industry Context

This filing is a routine disclosure related to executive compensation and is typical for publicly traded companies. It reflects a component of executive pay tied to company performance.

Comparison to Industry Standards

• Equity compensation, including RSUs and PSUs, is a standard practice among publicly traded companies to align executive interests with shareholder value.
• Vesting schedules of three years are common in the industry to incentivize long-term commitment.
• Performance metrics like EBITDA and total shareholder return are frequently used in PSU grants to reward executives for achieving specific financial goals.
• Comparable companies such as Nasdaq, CME Group, and London Stock Exchange Group also utilize similar equity compensation plans for their executives.

Stakeholder Impact

• Shareholders: The equity grants align executive interests with shareholder value.
• Employees: The grants are part of the overall compensation structure.
• Executive: The grants provide an incentive for long-term performance.

Next Steps

• The vesting of the restricted stock units will occur over the next three years.
• The satisfaction of performance-based metrics will be determined in February 2026, February 2027 and February 2028.
• The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards will be determined in December 2026, December 2027 and December 2028.

Key Dates