DEF 14A of Intercontinental Exchange, Inc., Mar 31, 2025

DEF 14A of Intercontinental Exchange, Inc.

Filed Mar 31, 2025 · FY20240000950170-25-047824

Open on EDGAR

  1. Corporate Governance Developments and Highlights

    Corporate Governance Developments and Highlights The current directors that are nominated for re-election will serve a one-year term expiring at the 2026 Annual Meeting of Stockholders. Our Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has determined that nine of our ten director nominees are independent under the listing standards of the New York Stock Exchange, LLC (“NYSE”) and the Board of Directors Corporate Governance Guidelines (the “Governance Guidelines”) and Independence Policy adopted by our Board of Directors. Our Board of Directors is led by Mr. Jeffrey C. Sprecher, who serves as Chair of our Board of Directors (“Board Chair”), and Mr. Thomas E. Noonan, who has been elected as Lead Independent Director for 2025. In March 2022, our independent directors elected Mr. Noonan to serve as the Lead Independent Director of our Board and have re-elected him annually since 2022. The Lead Independent Director has robust responsibilities and independent authority, including presiding at all executive sessions of the non-management directors. Additional information on the role of the Lead Independent Director is set forth below and under Corporate Governance — Structure and Role of Our Board — Board Leadership Structure.

  2. Corporate Governance Developments and Highlights

    | There have been several important developments regarding the composition of our Board of Directors and governance matters. • The Board of Directors has nominated ten director nominees. The Board of Directors believes that the ten director nominees collectively have the appropriate mix of experiences, perspectives and skills to effectively oversee and guide our business. • The Nominating and Corporate Governance Committee and the Board of Directors plan to continue their board refreshment efforts over the next few years, including implementing board succession plans for our longest tenured board members. • In May 2024, the Board of Directors, following recommendations from the members of the Audit Committee, Nominating & Corporate Governance Committee, Compensation Committee and Risk Committee, respectively, adopted amendments to the Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter and Risk Committee Charter. The updated charters are posted on the Company's website at www.ir.theice.com under the links “Governance — Governance Overview." • In December 2024, the Nominating & Corporate Governance Committee adopted an updated Global Personal Trading Policy, that was subsequently filed with the SEC as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2024. | |

  3. Corporate Governance Developments and Highlights

    | • In the last few years, we continued to refresh our Board and have added further skill sets to our Board of Directors in connection with the following appointments: • Caroline Silver, who joined our Board of Directors in 2020, brings experience in international investment banking, mergers and acquisitions, risk and technology. • Shantella Cooper, who joined our Board of Directors in 2020, brings experience in business operations and transformation, cybersecurity and risk, human resources and economic development. • Mark Mulhern, who joined our Board of Directors in 2020, brings experience in financial leadership, energy and real estate. • Martha Tirinnanzi, who joined our Board of Directors in 2022, brings experience in derivatives markets and related businesses and audit, risk and governance expertise across financial and mortgage industries. • Consistent with our commitment to developing a Board with a robust mix of viewpoints, backgrounds, skills and experiences, since 2017 we have added six female directors to the Board. One of the directors, Ms. Cairns, did not stand for re-election in 2019 due to a business conflict, and we subsequently appointed new female directors to the Board of Directors in August 2020, December 2020 and March 2022. In addition, three out of ten of our director nominees self-identify as persons of color. • Four out of ten director nominees have a tenure of five years or less; these directors bring fresh perspectives that are balanced by the institutional knowledge of longer-tenured members of our Board. • From time-to-time, the Nominating & Corporate Governance Committee engages a third-party recruiting firm and utilizes the resources of the New York Stock Exchange Board Services to help us in our search for board candidates with particular skill sets that we deem important. We used a third-party recruiting firm in the search that identified Ms. Silver in 2020. |

  4. Corporate Governance Developments and Highlights

    In the last few years, we continued to refresh our Board and have added further skill sets and backgrounds to our Board of Directors in connection with the following appointments:

  5. Financial and Business Performance Highlights

    Financial and Business Performance Highlights ICE continued to deliver strong annual operating results as evidenced by the following 2024 performance highlights: • Nineteenth consecutive year of record revenues, including record financial results each year as a public company; • 2024 net revenues1 of $9.3 billion; 2024 GAAP diluted earnings per share (“EPS”) of $4.78 and 2024 adjusted diluted EPS2 of $6.07, up 8% year-over-year; • Record 2024 operating income of $4.3 billion and record adjusted operating income2 of $5.5 billion, up 16% year-over-year; • Annual operating cash flow of $4.6 billion, and record adjusted free cash flow2 of $3.6 billion, up 13% year-over-year; • Returned over $1 billion to stockholders through dividends in 2024, and increased first quarter 2025 quarterly dividend by 7% relative to 2024; • Three-year total stockholder return (“TSR”) of 14% (based on stock price increase from $136.77 on December 31, 2021 to $149.01 on December 31, 2024, plus quarterly dividend payments); and • Expanded and strengthened markets served and range of data, technology and risk management services through organic growth and investments.

  6. Compensation Developments and Highlights

    Compensation Developments and Highlights We continue to maintain a well-balanced and performance-based executive compensation program, including: • 90% of named executive officer (“NEO”) targeted compensation delivered through variable, performance-based compensation programs; • 69% of NEO targeted compensation delivered through equity compensation programs; • Continued emphasis on shifting toward multi-year performance measures within equity compensation programs; • Annual cash bonus opportunity and performance stock units (“PSUs”) capped at 200% of the established target opportunity; • Mandatory and competitive stock ownership requirements; • Robust compensation clawback policies, including a clawback policy that applies to incentive-based compensation received by executive officers, consistent with Dodd-Frank requirements; • Anti-hedging and anti-pledging policy requirements; • Change in control protection that requires a “double-trigger” (i.e., there must be a change in control and a termination of the executive’s employment) for payment to be provided; and No “golden parachute” excise tax gross-up provisions in employment agreements with our NEOs. In February 2025, our Compensation Committee approved payouts for our annual bonus and PSU awards. Our annual bonuses for 2024 performance were paid at 108% of target for our NEOs. The performance achievement for the PSU that is tied to our three-year TSR performance against the S&P 500 (the "TSR-based PSUs") that was granted in February 2022 and vested in February 2025 was 122.8% of target, given our performance at the 56th percentile of the S&P 500. The performance achievement for the PSU that is tied to our one-year EBITDA3 performance (the "EBITDA-based PSUs") that was granted in February 2024 and vested in February 2025 was 129.9% of target. ICE had historically used the one-year EBITDA3 performance measure, but has consistently shifted towards longer-term measures in performance-based stock awards in recent years. For 2024, NEO long-term 1 Net revenue figures represent total revenues less transaction-based expenses. 2 Adjusted diluted EPS, adjusted operating income, and adjusted free cash flow are non-generally accepted accounting principle (“GAAP”) metrics. Please refer to the section titled “Non-GAAP Measures” in ICE’s Annual Report on Form 10-K filed with the SEC on February 6, 2025, and our earnings supplement at www.ir.theice.com, for the most comparable GAAP metrics, reconciliations to the most comparable GAAP metrics and an explanation why management believes the non-GAAP metrics provide useful information to investors about ICE’s financial condition or results of operations. 3 EBITDA is “earnings before interest and other non-operating income and expense, taxes, depreciation and amortization,” which is a non-GAAP financial measure. EBITDA serves as a performance target for ICE. For information on the calculation of EBITDA, please see Compensation Matters — Compensation Discussion & Analysis — 2024 Executive Compensation — Equity Compensation below. incentive compensation was delivered 30% in three-year TSR-based PSUs, 30% in one-year EBITDA-based PSUs, 20% in year-three EBITDA-based PSUs, and 20% in stock options. In 2025, we completed our evolution from a one-year long-term performance measure to a multi-year long-term performance plan. For 2025, NEO long-term incentive compensation was delivered 30% in three-year TSR-based PSUs, 40% in three-year performance period EBITDA-based PSUs, and 30% in Restricted Stock Units. ICE no longer grants one-year EBITDA-based PSUs or stock options. Each of these awards are discussed in more detail below in Compensation Matters — Compensation Discussion & Analysis. We believe that our mix of cash/non-cash and short-term/long-term incentives provides an appropriate balance between our longer-term business objectives and shorter-term retention and competitive needs. We also believe that providing the majority of our NEOs’ compensation in the form of long-term equity awards, when combined with our clawback policies and stock ownership requirements, both of which are described below, has the additional benefit of discouraging employees from taking inappropriate risks. You should review Compensation Matters — Compensation Discussion & Analysis and Compensation Matters — 2024 Executive Compensation below and the compensation-related tables for a complete understanding of our compensation program, including a detailed review of the philosophy, process, considerations and analysis involved in the determination of compensation granted or paid to our NEOs.

  7. 2024 “Say-on-Pay” Responsiveness

    2024 “Say-on-Pay” Responsiveness Following last year’s "Say-on-Pay" vote, we undertook extensive stockholder outreach to better understand investor perspectives on our executive compensation program. Throughout this process, we engaged with stockholders representing approximately 60% of our outstanding shares, to obtain their views on our executive compensation program and governance matters as described below under Structure and Role of Our Board — Stockholder Engagement, receiving valuable feedback that has directly influenced our approach. In response to this feedback, we have taken meaningful steps to enhance the transparency and alignment of our compensation program with stockholder interests. More details on our engagement efforts, key themes from these discussions, and the resulting changes can be found in the Compensation Matters — Compensation Discussion & Analysis section of this Proxy Statement.

  8. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  9. Board of Directors

    Board of Directors Under our Sixth Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and our Ninth Amended and Restated Bylaws (our “Bylaws”), our Board of Directors sets the number of directors who may serve on the Board of Directors through resolutions adopted by a majority of the directors then in office. The size of our Board of Directors is currently set at ten directors and presently consists of ten directors. All of our nominees, if elected, will serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders. Each director will hold office until his or her successor is duly elected and qualified or until the director’s earlier resignation or removal. For detailed information on the vote required for this matter, please see “Voting Instructions and Frequently Asked Questions—How are votes counted?” A director who fails to receive a majority of “FOR” votes cast by stockholders entitled to vote “for” or “against” the election of that director will be expected to tender his or her resignation to our Board of Directors. Our Nominating & Corporate Governance Committee will then act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by our Board of Directors. Our Board of Directors expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. Our Board of Directors and our Nominating & Corporate Governance Committee may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

  10. Nominees for Election as Directors at the 2025 Annual Meeting

    Nominees for Election as Directors at the 2025 Annual Meeting On the recommendation of the Nominating & Corporate Governance Committee, our Board of Directors has nominated the persons named below for election as directors at the Annual Meeting, each to serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders. All of the nominees currently are members of the Board of Directors. Our Board of Directors, upon the recommendation of our Nominating & Corporate Governance Committee, has determined that each of our non-employee directors is independent in accordance with NYSE listing standards and our Board of Directors Governance Guidelines as described below under Corporate Governance — Structure and Role of Our Board — Independent Non-Employee Directors. Each of the nominees has confirmed that he or she expects to be able to continue to serve as a director until the end of his or her term. If, however, at the time of the Annual Meeting, any of the nominees named below is not available to serve as a director (an event which the Board of Directors does not anticipate), all the proxies granted to vote in favor of such director’s election will be voted for the election of such other person or persons, if any, recommended by the Nominating & Corporate Governance Committee and approved by the Board of Directors. Proxies cannot be voted for a greater number of directors than the ten nominees named in this Proxy Statement. For a discussion of our policy regarding qualification and nomination of director candidates, see Corporate Governance — Structure and Role of Our Board — Nomination of Directors below. Set forth below are the nominees’ names, biographical information, age, summary of qualifications, whether the director is considered independent, the year in which each director joined our Board of Directors and the board committees of the Company on which the director currently serves:

  11. Nominees for Election as Directors at the 2025 Annual Meeting

    | Hon. Sharon Y. Bowen Age: 68 Independent Director sincE: 2017 Committees: Risk Committee | Biographical Information: Ms. Bowen served as a Commissioner of the United States (the “U.S.”) Commodity Futures Trading Commission (the “CFTC”) from 2014 to 2017. During that time, she was a sponsor of the CFTC Market Risk Advisory Committee. Ms. Bowen was previously confirmed by the U.S. Senate and appointed by President Barack Obama on February 12, 2010 to serve as Vice Chair of the Securities Investor Protection Corporation (the “SIPC”). She assumed the role of Acting Chair of SIPC in March 2012. Prior to her appointment to the CFTC, she was a partner in the New York office of Latham & Watkins LLP. She joined Latham & Watkins LLP as a senior corporate associate in the summer of 1988 and became a partner in January 1991 and continued at Latham & Watkins LLP until 2014. She serves as the Chair of the Board of Directors of the New York Stock Exchange (“NYSE”), our subsidiary. Ms. Bowen also serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and serves as co-chair of the NYSE Board Advisory Council. In addition, she has served on the Board of Directors of Neuberger Berman Group LLC since 2019 and on the Board of Directors of Akamai Technologies, Inc. since 2021. Ms. Bowen earned a Bachelor of Arts degree in Economics from the University of Virginia, a Master of Business Administration from the Kellogg School of Management at Northwestern University, a Juris Doctor from the Northwestern Pritzker School of Law and an Honorary Doctor of Laws from Northwestern University. Qualifications: In light of Ms. Bowen’s regulatory experience from working at the CFTC and SIPC, as well as her legal background and work in the securities industry, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Bowen should be re-elected to our Board. |

  12. Nominees for Election as Directors at the 2025 Annual Meeting

    | Shantella E. Cooper Age: 57 Independent Director since: 2020 Committees: Risk Committee (Chair) Compensation Committee | Biographical Information:Ms. Cooper is the Founder and Chief Executive Officer of Journey Forward Strategies, LLC, a solutions-focused consulting firm that specializes in leadership development and organization effectiveness. She served as the Executive Director of Atlanta Committee for Progress (“ACP”), a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta from 2019 to March 2022. This unique public-private partnership is focused on priorities for the City of Atlanta in collaboration with the Mayor of Atlanta. Prior to joining ACP in 2019, Ms. Cooper served as Chief Transformation Officer of WestRock Company, a paper and packaging solutions company, from 2016 to 2018. From 2011 to 2016, Ms. Cooper served as Vice President and General Manager of Lockheed Martin Aeronautics Company, an aerospace and defense contractor. During her time at Lockheed Martin, Ms. Cooper served as Vice President of Human Resources as well as Vice President of Business Ethics for the Aeronautics Division. Ms. Cooper has served on the Board of Directors of SouthState Corporation since 2022 and Southern Company since October 2023. Prior to the merger with SouthState Corporation, she served on the Board of Directors of Atlantic Capital Bancshares, Inc. from 2019 to 2022. In addition, she served on the Board of Directors of Georgia Power Company, a subsidiary of Southern Company from 2017 to October 2023. Prior to its acquisition by Clayton, Dubilier & Rice, LLC, she served on the Board of Directors of Veritiv Corporation from 2020 to 2023. Ms. Cooper earned Bachelor of Arts degrees in Biology and Religion from Emory University, a Master of Business Administration from Emory University’s Goizueta Business School and an Executive Masters in Global Human Resource Leadership from Rutgers University. Qualifications: In light of Ms. Cooper’s business operations, human resources, transformation experience, and her service on the boards of other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Cooper should be re-elected to our Board. |

  13. Nominees for Election as Directors at the 2025 Annual Meeting

    | Duriya M. Farooqui Age: 48 Independent Director since: 2017 Committees: Audit Committee | Biographical Information: Ms. Farooqui is an executive coach with The ExCo Group, focused on mentoring C-suite leaders and helping global companies build high-performing leadership teams. She was President of Supply Chain Innovation at Georgia-Pacific from 2019 to 2020. Ms. Farooqui previously served as the Executive Director of Atlanta Committee for Progress, a coalition of leading CEOs focused on critical economic development issues for the City of Atlanta in partnership with the Mayor, a role she held from 2016 to 2018. Ms. Farooqui was a principal at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions from 2007 to 2013, including Director, Deputy Chief Operating Officer and finally as Chief Operating Officer from 2011 to 2013. As Chief Operating Officer of the City of Atlanta, she led all operating departments of the city including police, fire, public works, watershed, and Hartsfield-Jackson Atlanta International Airport. At the start of her career, she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development. Ms. Farooqui has served on the Board of Directors of InterContinental Hotels Group PLC (IHG) since 2020. She served on the Board of Directors of Iris Acquisition Corp., formerly known as Tribe Capital Growth Corp I from 2021 to 2022. Ms. Farooqui serves on the subsidiary boards of certain NYSE U.S. regulated exchanges and ICE NGX, all of which are our subsidiaries. In addition, she co-chairs the NYSE Board Advisory Council. Ms. Farooqui holds a Bachelor of Arts degree in Economics and Mathematics from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard University. Qualifications: In light of Ms. Farooqui’s experience in public service, international policy and economic development, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Farooqui should be re-elected to our Board. |

  14. Nominees for Election as Directors at the 2025 Annual Meeting

    | The Right Hon. the Lord Hague of Richmond Age: 64 Independent Director since: 2015 Committees: Nominating & Corporate Governance Committee Compensation Committee | Biographical Information: Lord Hague is the Chancellor of Oxford University. He is also the Chair of United for Wildlife, Chair of the International Advisory Board at the law firm Linklaters and Chair of the International Advisory Board of the consulting firm Hakluyt & Co. Lord Hague currently serves as Chair of the Board of Directors of ICE Futures Europe, our subsidiary. He has previously served as an advisor to the JCB Group and Terra Firma Capital Partners. Mr. Hague was a member of the House of Parliament of the United Kingdom (“U.K.”) from 1989 to 2015, serving in various capacities, including Parliamentary Private Secretary to the Chancellor of the Exchequer, Parliamentary Under-Secretary of State at the Department of Social Security, Minister of State, Secretary of State for Wales, Foreign Secretary, First Secretary of State and most recently, Leader of the House of Commons. He is a member of the House of Lords. Prior to joining Parliament, Mr. Hague was a management consultant at McKinsey & Co Inc. and worked for Shell (UK) Limited. Lord Hague frequently carries out speaking engagements on regulatory and political matters. Mr. Hague holds a First-Class Honours degree in Philosophy, Politics, and Economics from Oxford University and a Master of Business Administration with distinction from the Institut Européen d’Administration des Affaires (or INSEAD). Qualifications:In light of Lord Hague’s extensive governmental and political experience in the U.K., his service on the ICE Futures Europe board and the knowledge and experience he provides, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Lord Hague should be re-elected to our Board. |

  15. Nominees for Election as Directors at the 2025 Annual Meeting

    | Mark F. Mulhern Age: 65 Independent Director since: 2020 Committees: Compensation Committee (Chair) Audit Committee | Biographical Information: Mr. Mulhern served as the Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc. (“Highwoods”), a publicly-traded real estate investment trust, until his retirement in January 2022. Prior to joining Highwoods in 2014, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. (“Exco”). Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. Mr. Mulhern joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles. He started his accounting and finance career at Price Waterhouse, now known as PricewaterhouseCoopers. Mr. Mulhern serves on the Board of Directors of ICE Mortgage Technology Holdings, Inc., our subsidiary. Mr. Mulhern previously served on the Board of Directors of Highwoods from 2012 to 2014 and the Board of Directors of Exco from 2010 to 2013. Mr. Mulhern currently serves on the Board of Directors of Barings BDC, Inc. and serves as an independent trustee of the Board of Trustees of Barings Global Short Duration High Yield Fund. He also serves on the Board of Directors of Barings Private Credit Corporation and Barings Capital Investment Corporation, each a business development company. Mr. Mulhern earned a Bachelor of Business Administration in Accounting from St. Bonaventure University and is a Certified Public Accountant. Qualifications: In light of Mr. Mulhern’s financial leadership experience, knowledge of energy company operations, real estate background and his service as a director for other public companies, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Mulhern should be re-elected to our Board. |

  16. Nominees for Election as Directors at the 2025 Annual Meeting

    | Thomas E. Noonan Age: 64 Independent Director since: 2016 Lead Independent Director Committees: Nominating & Corporate Governance Committee (Chair) Risk Committee | Biographical Information:Mr. Noonan is a founding partner of TechOperators, LLC, and Chair of TEN Holdings, LLC. Most recently, he was the General Manager of the Energy Management business of Cisco from 2013 to 2016 following the acquisition of JouleX in 2013, where he was co-founder and CEO. Mr. Noonan founded Actuation Electronics in 1985 and Leapfrog Technologies in 1987 as well as co-founded Endgame Security in 2008, a leading provider of software solutions to the U.S. intelligence community and Department of Defense. Mr. Noonan co-founded Internet Security Systems in 1994, where he served as Chair, President and Chief Executive Officer prior to its acquisition by IBM in 2006. In 2002, President George W. Bush appointed Mr. Noonan to serve on the National Infrastructure Advisory Council, a White House homeland defense initiative that protects information systems critical to the nation’s infrastructure, where he served through 2020. Mr. Noonan has served on the Board of Directors of Manhattan Associates since 1999. Mr. Noonan earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a CSS in Business Administration and Management from Harvard University. Qualifications: In light of Mr. Noonan’s cybersecurity expertise, successful entrepreneurial background and his business acumen, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Noonan should be re-elected to our Board. |

  17. Nominees for Election as Directors at the 2025 Annual Meeting

    | Caroline L. Silver Age: 62 Independent Director since: 2020 Committees: Risk Committee | Biographical Information: Ms. Silver served as Managing Director and Partner at Moelis & Company (“Moelis”), an independent advisory firm, from 2009 until January 2020. She currently serves as a senior advisor at Moelis. Before joining Moelis, Ms. Silver served as Vice Chair of Investment Banking at Merrill Lynch (now Bank of America Merrill Lynch) from 2008 to 2009. Prior to that, Ms. Silver spent 14 years at Morgan Stanley, leading the European financial services investment banking business and was Vice Chair when she departed in 2008. She started her banking career in the City of London in 1987, working for British merchant bank Morgan Grenfell. Ms. Silver currently serves as the Chair of the Board of Directors of ICE Clear Europe Limited, one of our subsidiaries. Ms. Silver is currently Chair of the Board of Directors of Barratt Redrow PLC (formerly known as Barratt Developments PLC) (“Barratt”) since June 2023. In addition, she has served on the Board of Directors of Tesco PLC since 2022. Previously, Ms. Silver served on the Board of Directors of Meggitt PLC from 2019 to 2022, M&G PLC from 2019 to 2021, PZ Cussons PLC from 2014 to March 2023 and BUPA from 2017 to October 2023. Ms. Silver also served as a Trustee of The Victoria and Albert Museum where she was appointed by the U.K. Prime Minister from 2014 to 2022 and currently serves on the V&A Foundation. Ms. Silver earned a Bachelor of Arts degree in English Language and Literature from Durham University in the U.K. She is a qualified Chartered Accountant. Qualifications: In light of Ms. Silver’s international investment banking and mergers and acquisitions experience and her business acumen, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Silver should be re-elected to our Board. |

  18. Nominees for Election as Directors at the 2025 Annual Meeting

    | Jeffrey C. Sprecher Age: 70 Non-Independent Director since: 2000 Committees: None | Biographical Information: Mr. Sprecher has been a director and our Chief Executive Officer since our inception and has served as Chair of our Board of Directors since November 2002. As our Chief Executive Officer, he is responsible for our strategic direction and operational and financial performance. Mr. Sprecher acquired CPEX, our predecessor company, in 1997. Prior to acquiring CPEX, Mr. Sprecher held a number of positions, including President, over a fourteen-year period with Western Power Group, Inc., a developer, owner and operator of large central-station power plants. While with Western Power, he was responsible for a number of significant financings. Mr. Sprecher holds a Bachelor of Science degree in Chemical Engineering from the University of Wisconsin and a Master of Business Administration from Pepperdine University. Qualifications: In light of Mr. Sprecher’s in-depth knowledge of global markets, his guidance of ICE as Chief Executive Officer since he founded the Company, and his successful execution of key strategic initiatives to grow the Company, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Mr. Sprecher should be re-elected to our Board. |

  19. Nominees for Election as Directors at the 2025 Annual Meeting

    | Judith A. Sprieser Age: 71 Independent Director since: 2004 Committees: Audit Committee (Chair) Nominating & Corporate Governance Committee | Biographical Information: Ms. Sprieser was the Chief Executive Officer of Transora, Inc., a technology software and services company until March 2005. Prior to founding Transora in 2000, she was Executive Vice President of Sara Lee Corporation, having previously served as Sara Lee’s Chief Financial Officer. Ms. Sprieser also serves on the Board of Managers of ICE Clear Credit LLC, Board of Managers of ICE Mortgage Services, LLC, the governing Board of MERSCORP Holdings, Inc. and the subsidiary boards of certain NYSE U.S. regulated exchanges, all of which are our subsidiaries. Ms. Sprieser has been a member of the Boards of Directors of Allstate Insurance Company since 1999 and Newell Brands Inc. since 2018. Previously, she served on the boards of Reckitt Benckiser plc from 2003-2018, Royal Ahold N.V. from 2006 to 2015, and Experian plc from 2010 to 2016. She has a Bachelor of Arts degree from Northwestern University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. Qualifications: In light of Ms. Sprieser’s financial expertise and her business acumen, her service as a director for other public companies, and the knowledge and experience she has gained and contributions she has made during her tenure as a director of ICE, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Sprieser should be re-elected to our Board. |

  20. Nominees for Election as Directors at the 2025 Annual Meeting

    | Martha A. Tirinnanzi Age: 64 Independent Director since: 2022 Committees: Audit Committee | Biographical Information: Ms. Tirinnanzi has served as the Founder and President of Financial Standards, Inc., a Washington DC-based consultancy since 2013. She has served in a number of leadership roles in her career, including Senior Vice President, Financial Markets Policy and Executive Education in Derivatives of Tera Exchange from 2011 to 2013, Chair of the Clearinghouse Working Group, GSE Supervision & Regulation for the U.S. Federal Housing Finance Agency from 2009 to 2011, Chief Operating Officer of MFX Currency Risk Solutions from 2008 to 2009, Energy Derivatives Group Leader for WGL Holdings from 2007 to 2008, SVP of REIT Equity Research at RBC Capital Markets, formerly Ferris Baker Watts, from 2003 to 2006 and Senior Vice President and founder of the hedge advisory practice at Chatham Financial from 1999 to 2002. Ms. Tirinnanzi serves on the Board of Managers of ICE Mortgage Services, LLC, the governing board of MERSCORP Holdings, Inc., the Board of Directors of ICE Mortgage Technology Holdings, Inc. and the Board of Managers of ICE Clear Credit, LLC, all of which are our subsidiaries. She also serves on the Board of Directors of The RBB Fund, Inc. and The RBB Fund Trust (together, the RBB Fund Complex) since January 2024. From 2012 to 2023, Ms. Tirinnanzi served on the Board of Directors of Community Development Trust, a residential housing REIT and CDFI, and served as Chair of the Audit Committee of the Board of Directors of Community Development Trust from 2013 to 2019. She has a Bachelor of Arts degree in Liberal Arts from Notre Dame University of Maryland and a Master of Science in Business Administration from Johns Hopkins University. Qualifications: In light of Ms. Tirinnanzi’s knowledge of derivatives markets and related businesses and audit, risk, and governance expertise across financial and mortgage industries, as well as her board service for our subsidiaries, our Board, based upon the recommendation of the Nominating & Corporate Governance Committee, has determined that Ms. Tirinnanzi should be re-elected to our Board. |

  21. Nominees for Election as Directors at the 2025 Annual Meeting

    Based on the foregoing qualifications, our Nominating & Corporate Governance Committee believes that the director nominees, individually and collectively, have the skills and experience to effectively oversee and guide our business. Each nominee has the integrity, business judgment, collegiality and commitment that are among the essential characteristics for membership on our Board of Directors. They also bring highly developed skills in, among other areas, finance, investing, mergers and acquisitions, accounting, financial market regulation, mortgage, public policy, risk, cybersecurity, business operations, organizational and human capital management and leadership. In addition, members of our Board have had a robust mix of experiences and bring to our Board a wide variety of views that strengthen their ability to guide ICE. They have had extensive involvement in international business and deep professional experience across a broad range of industries and global markets. Most have relevant direct experience in the oversight of public companies through their service on our Board and the boards of directors of other public companies, as well as their current and past senior executive positions. For detailed information on the vote required for this matter, please see Voting Instructions and Frequently Asked Questions — How are votes counted? below.

  22. Nominees for Election as Directors at the 2025 Annual Meeting

    | | The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees listed above to the Board of Directors. |

  23. Introduction

    We are a provider of marketplace infrastructure, data services and technology solutions to a broad range of customers including financial institutions, corporations and government entities. These products, which span major asset classes including futures, equities, fixed income and U.S. residential mortgages, provide our customers with access to mission critical workflow tools that are designed to increase asset class transparency and workflow efficiency. We operate our business in three segments, which are as follows: • In our Exchanges segment, we operate regulated marketplaces for the listing, trading and clearing of a broad array of derivatives contracts and financial securities. • In our Fixed Income and Data Services (FIDS) segment, we provide fixed income pricing, reference data, indices and execution services as well as global credit default swap, or CDS, clearing and multi-asset class data delivery solutions. • In our Mortgage Technology segment, we provide an end-to-end technology platform that offers customers comprehensive, digital workflow tools that aim to address the inefficiencies that exist in the U.S. residential mortgage market. Our executive compensation philosophy is to link compensation with individual achievement, the Company’s performance, and stockholder value creation. This philosophy manifests itself in the following four primary objectives: • attract, retain and reward executive officers capable of achieving our business objectives; • offer competitive compensation opportunities that reward individual contribution and Company performance; • align the interests of executive officers and stockholders over the long-term; and • provide total compensation that is commensurate with the performance achieved and value created for stockholders. Our executive compensation program offers three distinct direct compensation elements that are consistent with the objectives outlined above: • Base salary: A cash base salary enables us to recruit and retain qualified executives by providing regular, stable compensation for their service during the year. We offer base salaries that are competitive with our peers, commensurate with the industry and reflective of the experience of the executive and the scope of the role. • Annual bonus: Our cash bonus plan is designed to reward the achievement of our annual performance targets, which align with our strategic business priorities. These targets are based primarily on objective and quantitative components, but also include qualitative components for measuring both corporate and individual achievement relative to pre-established objectives. Equity compensation: We use multiple equity vehicles, historically including stock options and performance share units (PSUs) for our officers, to deliver long-term incentive compensation in a manner that aligns employee interests with the interests of our stockholders, and serves as a retention tool through multi-year vesting schedules.

  24. Our Response - Key Compensation Program Enhancements

    Our Response - Key Compensation Program Enhancements Based on stockholder feedback and benchmarking against industry best practices, we have implemented the following changes to our executive compensation program: • Greater Transparency in Compensation Decisions: We have committed to enhancing disclosures on how executive pay is determined, including specific targets and rationale for incentive payouts. • Revised Equity Award Structure: In 2024, with the aim of further strengthening the link between company performance and executive compensation, we introduced an internal three-year performance measure (i.e., year-three EBITDA goal) to make up a portion of the performance-based long-term incentive awards. As a result, 62.5% of performance-based share units are tied to three-year performance measures, versus the previous 50%. In 2025, 100% of performance-based share units are tied to a three-year performance measure, accounting for 70% of overall LTI award value. • Improved Disclosure for One-Time Awards: If future one-time awards are granted, we will enhance our disclosure, ensuring that any such awards are granted with a clear and compelling rationale that aligns with company performance and stockholder interests. The Compensation Committee will continue to review our executive compensation program as well as consider stockholder input and consider the outcome of our “Say-on-Pay” votes when making future compensation decisions for our NEOs.

  25. 2024 Target Direct Compensation

    | | | | | Target Total Direct Compensation | | | Name and Position | Base Salary as of June 1, 2024 ($) (1) | 2024 Target Annual Bonus (% of Base Salary) (2) | Target Equity Compensation ($) (3) | ($) | Positioning Relative to Peers | | Jeffrey C. Sprecher Chair and Chief Executive Officer | $1,250,000 | 250% | $14,875,000 | $19,250,000 | 50th - 75th | | A. Warren Gardiner Chief Financial Officer | $675,000 | 200% | $2,250,000 | $4,275,000 | Below 25th | | Benjamin R. Jackson President, Intercontinental Exchange | $800,000 | 200% | $5,000,000 | $7,400,000 | 50th - 75th | | Lynn C. Martin President, NYSE Group | $725,000 | 200% | $3,250,000 | $5,425,000 | 25th - 50th | | Christopher S. Edmonds President, Fixed Income & Data Services | $700,000 | 200% | $2,500,000 | $4,600,000 | 50th - 75th |

  26. Annual Bonus

    Annual Bonus Our NEOs participate in the Annual Executive Bonus Plan. Annual bonuses are earned between 0% and 200% of target based on performance measures established at the beginning of each year. Any potential payments are limited according to the terms of the Annual Executive Bonus Plan. Furthermore, the impact of mid-year merger and acquisition activity is excluded from results and cannot be used to meet quantitative financial performance targets established at the beginning of the year. At the beginning of each year, the Compensation Committee and, as it relates to financial and strategic metrics, the Board of Directors approves Company and individual goals for the year. From these goals, management business objectives (“MBOs”) are established that serve as individual and team goals. At the end of each year, the Compensation Committee evaluates the Annual Executive Bonus Plan funding and awards annual bonus payments to the NEOs based on Company, team, and individual achievement of the pre-established financial and non-financial measures. The Compensation Committee also determines the overall bonus pool available for our broad-based employee annual bonus plan, based on the same MBO achievement criteria. For 2024, the Company introduced modifications to the Annual Executive Bonus Plan, which include: i) changing the profit measure from Adjusted Consolidated Net Income to Adjusted Operating Income to better emphasize the controllable performance and mitigate the impact of non-operating items such as interest and taxes; ii) increasing the weighting on the profit-based measure to 70% (from 60%) to further emphasize bottom-line results; iii) increasing the funding for over target performance such that maximum bonuses are tied to 150% of target performance vs 200% of target performance in prior years; iv) introducing a threshold performance level, below which annual incentives are not earned; and v) moving the non-financial MBO's to be an overall potential modifier (up or down 10%) at the Committee's discretion, instead of the past approach where such measures were included as a weighted element of the calculation. The financial measures for the 2024 Annual Executive Bonus Plan consisted of net revenue performance (weighted 30% of the total annual bonus) and adjusted operating income performance (weighted 70% of the total annual bonus). The Compensation Committee and management believe that revenue is the right measure for annual performance given our focus on growth. Adjusted operating income, which is weighted more heavily, was chosen as it is tied to our overall profitability. The Compensation Committee discretion element included non-financial measures such as product launches, strategic management of merger and acquisition activity, key technology initiatives, human capital leadership, and leadership development. Determining achievement of the Compensation Committee discretion element involves a subjective assessment of company, team, and individual performance by the Compensation Committee. The Compensation Committee believes that it is appropriate to account for subjective assessments as part of the annual bonus determination in light of ICE’s growth, its rapidly evolving industry, the existence of few direct peer companies and the challenges inherent in establishing objective and strictly budget-based goals in a dynamic environment. The Compensation Committee strives to set the performance targets for the annual bonus plan at levels that are challenging but achievable, to encourage and reward outstanding corporate performance. The payouts are leveraged to provide higher payments in years of exceptional performance and lower payments in years where performance is below the target level. In December 2024 and February 2025, the Compensation Committee reviewed ICE’s performance and determined the following 2024 annual bonus funding:

  27. Annual Bonus

    | | | Performance Goals ($M) | | | | | | | Measure | Weighting | Threshold (85% payout) | Target (100% payout) | Max (200% payout) | Result ($M) | Funded Amount | Weighted Funding (1) | | Net Revenue | 30% | $7,664 | $9,016 | $13,524 | $9,279 | 105.8% | 31.8% | | Adjusted Operating Income | 70% | $4,429 | $5,210 | $7,815 | $5,469 | 109.9% | 77.0% | | | | | | | Initial Funding | | 108.7% | | | | | | | Committee Discretion | | 0% | | | | (including assessment of team and individual MBO performance) | | | | | | | | | | | | Final Funding | | 108% |

  28. Annual Bonus

    (1) Linear interpolation between Threshold and Target or Target and Max In addition to the above noted financial performance, and as illustrated above, the Compensation Committee did not utilize the Committee Discretion element to adjust achievement either up or down. As a result, overall bonuses were funded, and executive officer bonuses were paid, at 108% of target. In determining achievement of the 2024 non-financial performance MBOs, the Compensation Committee considered the following team and individual contributions: • Mr. Sprecher: excellent 2024 financial performance, continued vision and leadership in further developing mortgage technology offerings and capabilities, excellent performance against Black Knight related expense and revenue synergy targets; continued playing an active role in human capital management and engagement with employees with respect to leading the business and culture, continued progress on refreshment of overall senior level talent through thoughtful succession planning, continued hands-on and positive engagement with customers, stockholders, regulators, and policy setting bodies; continued progress toward Scope 1 and 2 emissions reductions and engagement strategy with vendors on Scope 3 emissions. • Mr. Gardiner: excellent performance against Black Knight related expense and revenue synergy targets; executed strategic plan based on Board approved goals; continued to act as a senior Company voice to both employees and key external constituents by participating in town halls and employee development events, while also handling the majority of investor and rating agency interactions; significant focus on Company controls and Internal Audit risk assessment processes; supported the Company’s strategic investments and managed the tax implications of integration/restructuring efforts and various product launches; managed and optimized the Company’s capital structure to support debt management, stockholder returns and strategic investments; improved transparency into financial performance of the business; supported and facilitated the Company’s Board, Audit, and Risk meetings. • Mr. Jackson: continued leadership across our mortgage segment, including significant customer outreach and development of detailed integration planning and execution between ICE and Black Knight offerings; excellent performance against Black Knight related expense and revenue synergy targets; continued leadership across technology platforms, data center migrations, investments in our mortgage platform, investments in our trading platforms, and investments in our fixed income platform; continued leadership across operations teams, including improvements in system quality and reporting tools; continued progress in building out high-performance technology teams in lower-cost locations; leadership across the Company’s Enterprise Risk Management and Cybersecurity programs. • Ms. Martin: key leadership on market structure reform initiatives and regulator engagement; maintained positive relationships with regulators and global policy makers; continued development of the NYSE listed company community connectivity, continued progress in bringing ICE's broad set of relationships and capabilities to bear in order to assist NYSE listings and listed company community initiatives, outstanding transfer performance. Mr. Edmonds: closed key product gaps in 2024, introduced climate risk offerings and new uses of geo-spatial technologies resulting in new products such as ICE MBS Mortality Indicator, market share growth in fixed income, accelerated growth in Desktops & Feeds, improved erosion and cross selling, significant leadership and engagement on treasury clearing initiatives; maintained positive relationships with regulators; continued to provide thought leadership across the fixed income landscape. Based on the performance and considerations described above, the following annual bonus awards for fiscal year 2024 were approved by the Compensation Committee:

  29. Annual Bonus

    | Name and Position | 2024 Annual Bonus | | Jeffrey C. Sprecher Chair and Chief Executive Officer | $3,375,000 (108% of target) | | A. Warren Gardiner Chief Financial Officer | $1,458,000 (108% of target) | | Benjamin R. Jackson President, Intercontinental Exchange | $1,728,000 (108% of target) | | Lynn C. Martin President, NYSE Group | $1,566,000 (108% of target) | | Christopher S. Edmonds President, Fixed Income & Data Services | $1,512,000 (108% of target) |

  30. Annual Bonus

    All annual bonus awards for the NEOs were paid in cash in February 2025 and are included in the “Non-Equity Incentive Plan Compensation” column in the 2024 Summary Compensation Table. As noted above, the Compensation Committee seeks to set annual bonus performance targets at levels that are challenging, but achievable. Based on our history of achievement under the Annual Executive Bonus Plan, we believe that we have succeeded in setting targets that challenge our NEOs, and reward exceptional performance. As illustrated by the below chart, we have performed close to the target level in each of the last five years notwithstanding the fact that we experienced a significant amount of growth during the five-year period, which further illustrates the stretch built into each year’s target goals.

  31. Annual Bonus

    | Overall Bonus Funding as a % of Target | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | 108% | 109% | 97% | 108% | 103% |

  32. 2025 Annual Bonus Award Structure

    2025 Annual Bonus Award Structure For the 2025 Annual Executive Bonus Plan, the Company expects to utilize the same financial measures and weightings as used in 2024. With regard to specific goals for 2025, we note that because the Company does not provide detailed revenue or earnings guidance, the specific 2025 financial goals are not detailed in this filing. We will publish the 2025 targets and the corresponding achievement in our 2026 Proxy Statement filing. Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

  33. Equity Compensation

    Equity Compensation The Compensation Committee believes that equity awards are an effective vehicle to align the interests of executive officers with those of our stockholders, serve as a retention tool through multi-year vesting schedules and discourage employees from taking inappropriate business risks. ICE is sensitive to the concerns of its stockholders regarding the potential dilutive impact of equity awards, and also takes into account the relevant accounting and tax impact of all potential forms of equity awards in designing its grants. Additionally, when determining the form in which to deliver equity compensation, the Compensation Committee seeks to maintain a focus on both growth and financial performance.

  34. Evolution of our LTI Program

    Evolution of our LTI Program Since 2017, we have evolved our long-term incentive program to align with our strategic objectives and to move from a one-year performance-based plan to a three-year LTI cycle. In 2025, we have completed this evolution and will no longer have a one-year performance plan for our officers, including our Named Executive Officers. The timeline below illustrates the changes we have made to our LTI program.

  35. 2024 Long-Term Incentive Award

    2024 Long-Term Incentive Award As noted in the 2024 Proxy Statement, for 2024 equity awards the Compensation Committee determined it was appropriate to award equity compensation in the form of stock options, TSR-based PSUs, and EBITDA-based PSUs. The portion of the award delivered in the form of stock options was 20%, three-year cliff vesting TSR-PSUs was 30% of the total award, and the portion of the award delivered via EBITDA-PSUs was 50% of the total award (comprising 30% EBITDA-based PSUs with a one-year performance period and 20% EBITDA-based PSUs with a three-year performance period).

  36. Stock Options

    Stock Options We historically chose stock options as a means of linking a portion of the long-term incentive (“LTI”) awards for our most senior executives directly to the Company’s stock price growth and performance. For the 2024 award, the Compensation Committee determined that the options would vest ratably over a period of three years following the grant date.

  37. TSR-based PSUs

    TSR-based PSUs We use TSR-based PSUs as a means of creating a stronger link between long-term stockholder value creation and executive rewards. As illustrated below, the number of shares ultimately earned under the TSR-based PSUs will vary based on the Company’s cumulative TSR performance over the three-year period relative to that of the S&P 500.

  38. TSR-based PSUs

    | | Threshold Performance | Target Performance | Maximum Performance | | Company 3-Year TSR relative to S&P 500 3-Year TSR | 25th percentile | 50th percentile | 75th percentile | | TSR-based PSUs earned (as % of target) | 50% | 100% | 200% |

  39. TSR-based PSUs

    The 2024 TSR-based PSU awards will cliff vest in February 2027 upon the Compensation Committee’s determination of performance achievement. Results for the TSR-based-PSU grants for which the performance period has been completed are noted below.

  40. TSR-based PSUs

    | | 2022 Award | 2021 Award | 2020 Award | | Performance Period | 1/1/2022 - 12/31/2024 | 1/1/2021 - 12/31/2023 | 1/1/2020 - 12/31/2022 | | Company Actual 3-Year TSR relative to S&P 500 3-Year TSR | 56th percentile | 40th percentile | 40th percentile | | TSR-based PSUs earned (as % of target) | 122.8% | 80% | 80% |

  41. EBITDA-based PSUs

    EBITDA-based PSUs We have historically chosen EBITDA-based PSUs as a means of rewarding senior executives for delivering on important pre-established financial performance goals. The Compensation Committee continues to believe that EBITDA is a very strong indicator of Company performance and value creation, and it is the most prominent measure evaluated when determining the financial impact of actual and/or potential acquisitions. The Company has been decreasing the use of a one-year EBITDA-based PSU award and in 2024, introduced a three-year performance period EBITDA-based PSU award. The Compensation Committee determined that a one-year performance period was appropriate again in 2024, for 30% of the overall LTI award, because, in part, of the Company’s continued growth trajectory and focusing efforts on quick integration of recent acquisitions. Also in 2024, in addition to the one-year performance period EBITDA-based PSU, the Compensation Committee, with input from our independent consultant Compensation Advisory Partners (CAP), determined it would be appropriate to introduce a three-year performance period EBITDA-based PSU, further transitioning more of the NEO equity awards to a three-year performance period. This year-three EBITDA-based PSU is subject to three-year cliff vesting and accounts for 20% of the overall LTI award.

  42. Elimination of TSR Modifier for One-Year EBITDA-based PSUs

    Elimination of TSR Modifier for One-Year EBITDA-based PSUs As part of our ongoing commitment to aligning executive compensation with the long-term interests of our stockholders, the Compensation Committee regularly reviews our incentive programs to ensure they effectively drive sustainable value creation. After careful consideration, the Compensation Committee determined that having 30% of the overall 2024 LTI award tied to TSR was an appropriate proportion of the equity mix for our NEOs. For simplicity, the Committee determined it would be appropriate to eliminate the use of the TSR modifier from the one-year EBITDA-based PSU award in 2024.

  43. One-Year EBITDA-based PSU

    One-Year EBITDA-based PSU The one-year EBITDA-based PSUs granted in 2024 were subject to ICE’s 2024 EBITDA performance relative to a pre-established goal. For the one-year EBITDA-based PSUs, the number of shares that could have been earned based on ICE’s 2024 EBITDA performance ranged from 0% for performance below the threshold performance, 50% of the target award for performance at the threshold (85% of the EBITDA goal), 100% of the target award for performance at the target (100% of the EBITDA goal) and 200% of the target award for performance at the maximum (115% of the EBITDA goal) performance level. The table below illustrates the number of one-year EBITDA-based PSUs that could have been earned based on the Company's 2024 financial achievement.

  44. One-Year EBITDA-based PSU

    | | Threshold Performance (85% of goal) | Target Performance (100% of goal) | Maximum Performance (115% of goal) | | 2024 Consolidated EBITDA | $4,877 Million | $5,738 Million | $6,599 Million | | PSUs earned (as % of target) | 50% | 100% | 200% |

  45. One-Year EBITDA-based PSU

    In February 2025, the Compensation Committee determined that ICE’s EBITDA performance for 2024 was approximately 104.5% of target, as illustrated below.

  46. One-Year EBITDA-based PSU

    | Financial Metric | 2024 Goal | 2024 Actual* | 2024 Actual Compared to 2024 Goal | | Consolidated EBITDA | $5,738 Million | $5,995 Million | 104.5% |

  47. One-Year EBITDA-based PSU

    * The 2024 actual consolidated EBITDA is equal to earnings before interest, taxes, depreciation, and amortization adjusted for the non-GAAP measures described in ICE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 6, 2025. Because ICE’s 2024 EBITDA performance was above target, as detailed above, each NEO earned 129.9% of target for the one-year EBITDA-based PSUs. The first tranche (1/3) of shares earned vested on February 15, 2025. Subject to continued employment, the second and third tranches of shares earned are scheduled to vest in equal portions in February 2026 and February 2027. As with the Company’s approach to annual bonuses, the Compensation Committee seeks to set equity compensation performance goals at challenging, but achievable, levels. Based on our history of achievement with respect to one-year EBITDA-based PSUs, we believe that we have succeeded in setting targets that challenge our NEOs, and reward exceptional performance. As illustrated in the below chart, we have performed close to the target level in most of the last five years notwithstanding the fact that we experienced a significant amount of growth during the five-year period, further illustrating the “stretch” built into each year’s target goals.

  48. One-Year EBITDA-based PSU

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Overall EBITDA Achievement as a % of Target | 104.5% | 107.9% | 97.8% | 106.5% | 103.6% | | Resulting % of Target Shares Earned (1) | 129.9% | 154.7% | 92.7% | 140.0% | 127.7% |

  49. One-Year EBITDA-based PSU

    (1) Prior to the 2024 awards, the EBITDA-based PSU tied to a one-year performance period was subject to a reduction based on ICE's TSR relative to that of the S&P 500. This reduction was applied to the shares earned in 2021 and 2023.

  50. Year-Three EBITDA-based PSU

    Year-Three EBITDA-based PSU The year-three EBITDA-based PSUs are subject to ICE's 2024-2026 consolidated EBITDA performance relative to a pre-established goal. For the year-three EBITDA-based PSUs, the number of shares that can be earned based on ICE's 2024-2026 consolidated EBITDA performance range from 0% for performance below the threshold performance, 50% of the target award for performance at the threshold (85% of the EBITDA goal), 100% of the target award for performance at the target (100% of the EBITDA goal) and 200% of the target award for performance at the maximum (125% of the EBITDA goal) performance level. If applicable, EBITDA results will exclude the impact of mid-year M&A activity, which can not be used to meet EBITDA performance targets. With regard to specific goals for 2024-2026, we note that because the Company does not provide detailed revenue or earnings guidance, the specific 2024-2026 financial goals are not detailed in this filing. Earned awards cliff vest in February 2027 upon the Compensation Committee's determination of performance achievement. Note that the pre-established performance criteria will be disclosed at the end of the performance period in our 2027 proxy filing. The following annual equity awards were granted to the NEOs on February 12, 2024:

  51. Year-Three EBITDA-based PSU

    | Name and Position | Stock Options (1) (#) | TSR-Based PSUs (# at target) | 1-year EBITDA-Based PSUs (# at target) | 3-year EBITDA-Based PSUs (# at target) | | Jeffrey C. Sprecher Chair and Chief Executive Officer | 79,203 | 32,943 | 32,943 | 21,962 | | A. Warren Gardiner Chief Financial Officer | 11,980 | 4,983 | 4,983 | 3,322 | | Benjamin R. Jackson President, Intercontinental Exchange | 26,622 | 11,073 | 11,073 | 7,382 | | Lynn C. Martin President, NYSE Group | 17,304 | 7,197 | 7,197 | 4,798 | | Christopher S. Edmonds President, Fixed Income & Data Services | 13,311 | 5,536 | 5,536 | 3,691 |

  52. Year-Three EBITDA-based PSU

    (1) The stock options were granted with a strike price of $135.46, which was the closing price of our Common Stock on the grant date, February 12, 2024. Equity awards for all officers are approved by the Compensation Committee. ICE management is not authorized to approve equity awards for officer-level employees and does not have the discretion or authority to govern the timing of equity awards. In 2024, no equity awards for officers were approved outside of a Compensation Committee meeting. ICE uses the closing price of its Common Stock on the NYSE on the grant date for purposes of establishing the strike price of stock options and for accounting purposes of other equity awards. ICE has not issued stock options with an exercise price below the fair market value of its Common Stock on the grant date.

  53. Timing of Decisions

    Timing of Decisions The Company provides the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Generally, the Company grants equity incentive compensation awards on a predetermined schedule. In February of each year, the Compensation Committee, with input from its independent compensation consultant, CAP, reviews and approves the value and amount of the equity incentive compensation to be awarded to executive officers and non-employee directors. The grant of approved equity awards then typically occurs in February, after the filing of the company’s Annual Report on Form 10-K, which is generally filed in the first week of February. The Compensation Committee, does not take material nonpublic information into account when determining the timing and terms of equity incentive compensation awards. Instead, the timing of grants is in accordance with the yearly compensation cycle. Equity incentive compensation awards may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is generally precluded by the predetermined schedule, using the methodology described above. The equity compensation awards have historically been granted in the form of stock options, PSUs and RSUs. During 2024, there were no stock option awards granted to any NEO within four business days preceding, or within one business day after, the filing of any report on Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information.

  54. 2025 Equity Award Structure

    2025 Equity Award Structure For the 2025 equity award, the Compensation Committee determined that it would be appropriate to continue to shift more of the NEOs' long-term incentive award to a three-year performance period. The Committee eliminated the use of one-year EBITDA-based PSUs. The Committee also eliminated the use of stock options, in favor of time-based Restricted Stock Units (RSUs). The overall equity award mix granted to our NEOs in early 2025 was 70% PSUs with a three-year measure (30% three-year TSR-based PSUs and 40% year-three EBITDA-based PSUs) and 30% RSUs. With regard to the specific performance goals for purposes of the awards granted in 2025, we note that because the Company does not provide detailed revenue or earnings guidance, the specific goals are not detailed in this filing. As we have done in this filing with respect to other awards, we will publish the targets and the corresponding achievement in the Proxy Statement filing that follows the end of the performance period (in the 2028 proxy statement). Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

  55. Compensation Practices

    Compensation Practices We do not maintain formal targets for the allocation of total compensation through each compensation element. We strive to maintain a low fixed-cost compensation structure (i.e., base salary, benefits and perquisites) and to deliver the majority of value through variable pay elements (i.e., annual bonus and performance-based equity compensation). We have maintained this “pay for performance” orientation since our founding and believe it is an important element of our entrepreneurial culture. Based on a review by CAP, the Compensation Committee’s independent compensation consultant, our mix of compensation continues to emphasize variable incentive compensation, rather than fixed compensation, to a degree that is consistent with our peers. This focus on variable incentive compensation is consistent with the Compensation Committee’s emphasis on performance-based awards for officers and our compensation philosophy. We believe that our mix of cash/non-cash and short-term/long-term incentives provides an appropriate balance between our longer-term business objectives and shorter-term retention and competitive needs. We also believe that providing the majority of our NEOs’ compensation in the form of long-term incentive awards, when combined with our clawback policies and stock ownership requirements, each discussed below, has the additional benefit of discouraging employees from taking inappropriate risks.

  56. Role of Compensation Consultant

    Role of Compensation Consultant During 2024, the Compensation Committee retained Compensation Advisory Partners (CAP) to advise the Compensation Committee on executive compensation matters. The information provided by CAP in 2024 included: competitive salary, bonus and equity data for certain positions within ICE and a benchmarking analysis against our peers. In addition, CAP helped analyze our bonus and equity programs, provided advice regarding the selection of our peer group, provided updates to the Compensation Committee on trends and regulatory developments, analyzed director compensation and assisted in the review of our compensation plans to determine if the arrangements incented inappropriate risk taking. The NEOs have not participated in the selection of CAP or any other compensation consultant in connection with advice regarding executive and director compensation matters. A representative from the compensation consultant attends most Compensation Committee meetings and is available between meetings as a resource for the Compensation Committee and management. The Compensation Committee determines, in its sole discretion, which compensation consultant to retain for various services, and the consultant reports directly to the Compensation Committee. Use of a particular consulting firm by the Compensation Committee does not preclude management from hiring the same consulting firm. In 2024, CAP did not provide any other services to ICE. In compliance with the SEC and NYSE requirements regarding the independence of compensation consultants, CAP provided the Compensation Committee with a letter addressing each of the six independence factors. The Compensation Committee concluded that their responses affirm the independence of the firm and its partners, consultants, and employees who service the Compensation Committee on executive compensation matters and governance issues.

  57. Compensation Peer Group

    Compensation Peer Group The Compensation Committee utilizes a peer group to assess ICE’s executive compensation program. ICE’s peer group includes comparable financial exchanges, financial services data providers, technology companies and other related companies based on metrics such as revenue and market capitalization. The peer group is reviewed annually by the Compensation Committee, with assistance and recommendations from its independent compensation consultant, and adjustments are made that may be deemed appropriate. The Compensation Committee reviews annually the executive pay practices of these peer companies as reported in industry surveys, public filings and reports from compensation consulting firms. This information is considered when making recommendations for ICE’s compensation programs and practices. The 2024 peer group was substantially similar to the 2023 peer group, with the following change: CoStar Group was added for consideration of the mortgage technology industry. The 2024 peer group consists of the following companies:

  58. Compensation Peer Group

    | CoStar Group | Hong Kong Exchanges and Clearing Limited | Nasdaq Inc. | | CME Group, Inc. | London Stock Exchange | Northern Trust Corp. | | Deutsche Börse AG | Mastercard, Inc. | S&P Global Inc. | | Fidelity National Information Services Inc. | Moody’s Corp. | Salesforce.com Inc. | | Fiserv Inc. | MSCI Inc. | State Street Corp. | | Global Payments Inc. | | |

  59. Clawback Policy

    Clawback Policy We have adopted two compensation recoupment, or "clawback", policies to permit ICE to seek recovery of performance-based incentive awards in the event of certain financial statement restatements. The Company maintains a mandatory clawback policy regarding accounting restatements to comply with the SEC’s adoption of final rules implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards. The mandatory clawback policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that ICE is required to prepare an accounting restatement due to ICE’s material noncompliance with any financial reporting requirement under U.S. federal securities laws. Additionally, ICE maintains a second clawback policy that states: It is ICE’s policy that if ICE’s financial statements are required to be restated due to intentional misconduct and/or fraud, the Compensation Committee will, when deemed appropriate in its discretion, direct that ICE seek to recover all or a portion of any affected award made to officers who have engaged in the intentional misconduct and/or fraud that caused the need for the restatement with respect to any fiscal period of ICE. An “affected award” includes any cash or equity-based bonus or incentive compensation payment awarded or given to the employee after the effective date of this policy, and the net proceeds of any stock options exercised after the effective date of this policy, that were advantaged by the filing of the financial statements that were required to be restated. As further referenced under “Employment Agreements and Other Factors Affecting 2024 Compensation - Termination for Cause or Executive Resignation Other than for Good Reason” - when executives are terminated for Cause, all outstanding unvested equity awards (including awards subject to time-based vesting and performance shares earned but not yet vested) are forfeited upon termination.

  60. Termination of Employment and Change of Control Payments

    Termination of Employment and Change of Control Payments We have entered into employment agreements with each of our NEOs that provide benefits upon certain employment terminations, including certain terminations in connection with a “Change in Control” of ICE. The terms of these employment agreements are discussed in more detail below under the heading “Employment Agreements and Other Factors Affecting 2024 Compensation”. The Compensation Committee believes that employment agreements with termination and certain Change in Control protections are appropriate and necessary to attract and retain executive level talent and to mitigate uncertainty and distraction of our management team in the event that the employment of any of our NEOs terminates. The Compensation Committee intends that the terms of NEO employment agreements be consistent with market practice, as adjusted to take into account our unique business considerations, and the Compensation Committee periodically reviews the terms of our NEOs’ employment agreements, including in comparison to market practice. The employment agreements with our NEOs do not include any Code Section 280G “golden parachute” excise tax gross-up provisions. The Change in Control protections for NEOs require a “double-trigger” before a payment is provided, meaning that in the context of a Change in Control of the Company, the executive officer’s employment must be involuntarily terminated before any severance is paid. The Compensation Committee opted for “double-trigger” arrangements, rather than providing for payments solely on the basis of a Change in Control, because the Compensation Committee believes this to be more consistent with market practice and with our goal of encouraging our NEO’s continued employment following a Change in Control. Furthermore, the Change in Control provisions provide significant retention value with respect to our NEOs.

  61. Retention Recommendations

    Retention Recommendations To facilitate meeting the minimum holding requirements as specified in this Stock Ownership Policy in a timely fashion, the Compensation Committee recommends that all corporate officers and directors retain a minimum of 50% of the net value of shares obtained pursuant to each stock option exercise and the vesting of stock units for all future grants of stock options or restricted stock until such corporate officer or director has satisfied the minimum stock ownership targets for his or her position.

  62. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information relating to the compensation earned by the NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  63. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Stock Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jeffrey C. Sprecher | 2024 | 1,250,000 | - | 11,899,890 | 2,974,999 | 3,375,000 | 20,700 | 19,520,589 | | Chairman and Chief Executive Officer | 2023 | 1,250,000 | - | 19,899,842 | 2,974,980 | 3,406,250 | 19,800 | 27,550,872 | | | 2022 | 1,150,000 | - | 9,999,825 | 2,499,972 | 3,031,250 | 22,933 | 16,703,980 | | A. Warren Gardiner | 2024 | 654,167 | - | 1,799,992 | 449,989 | 1,458,000 | 20,700 | 4,382,848 | | Chief Financial Officer | 2023 | 614,583 | - | 4,399,756 | 349,988 | 1,362,500 | 42,853 | 6,769,680 | | | 2022 | 575,000 | - | 999,931 | 249,972 | 873,000 | 18,300 | 2,716,203 | | Benjamin R. Jackson | 2024 | 768,750 | - | 3,999,863 | 999,968 | 1,728,000 | 102,636 | 7,599,217 | | President, Intercontinental Exchange | 2023 | 725,000 | - | 11,599,902 | 899,973 | 1,580,500 | 101,736 | 14,907,111 | | | 2022 | 725,000 | - | 2,999,792 | 749,972 | 1,406,500 | 69,726 | 5,950,990 | | Lynn C. Martin | 2024 | 725,000 | - | 2,599,748 | 649,968 | 1,566,000 | 20,700 | 5,561,416 | | President, NYSE Group | 2023 | 714,583 | - | 3,699,850 | 549,985 | 1,580,500 | 19,800 | 6,564,718 | | | 2022 | 700,000 | - | 2,199,951 | 549,972 | 1,358,000 | 18,300 | 4,826,223 | | Christopher S. Edmonds | 2024 | 689,583 | - | 1,999,796 | 499,984 | 1,512,000 | 69,306 | 4,770,669 | | President, Fixed Income & Data Services | 2023 | 664,583 | - | 4,799,820 | 449,973 | 1,471,500 | 29,233 | 7,415,109 | | | 2022 | 650,000 | - | 1,699,771 | 349,972 | 1,261,000 | 27,733 | 3,988,476 |

  64. 2024 Summary Compensation Table

    (1) The amounts in this column represent the aggregate grant date fair value of all restricted stock unit and PSU grants in the calendar year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or ASC Topic 718 on the grant date, which is equal to our closing price on the grant date times the number of PSUs projected to be earned based on the probable outcome of the performance conditions to which the awards are subject. For further information regarding grant date fair value calculations, see Note 11 to our Consolidated Financial Statements for 2024 (filed with our Annual Report on Form 10-K). Amounts shown are for PSUs that were granted in February 2024, February 2023, and February 2022. One-time deal incentive awards of PSUs granted to Mr. Sprecher, Mr. Gardiner, Mr. Jackson, Ms. Martin, and Mr. Edmonds in 2023 are also reflected in this column. If the maximum level of performance were achieved for the PSUs granted in February 2024, the reported amounts would equal $23,799,780, $3,599,985, $7,999,726, $5,199,497, and $3,999,592 for each of Mr. Sprecher, Mr. Gardiner, Mr. Jackson, Ms. Martin, and Mr. Edmonds respectively. (2) The amounts in this column represent the aggregate grant date fair value of all stock option grants in the calendar year. Additional details of the 2024 stock option awards are included in the 2024 Direct Compensation—Equity Compensation section of the Compensation Discussion & Analysis and footnote 1 of the 2024 Grants of Plan-Based Awards Table. These values were calculated in accordance with ASC Topic 718 on the date of grant using the following assumptions: risk-free interest rate 4.14%; expected life 6.0 years; expected volatility 24.29%; and expected dividend yield 1.33%, as further described in Note 11 to our Consolidated Financial Statements for 2024 (filed with our Annual Report on Form 10-K). The values for our February 2023 awards were calculated using the following assumptions: risk-free interest rate 3.47%; expected life 6.05 years; expected volatility 24.29%; and expected dividend yield 1.56%. The values for our February 2022 awards were calculated using the following assumptions: a risk-free interest rate 1.72%; expected life 6.04 years; expected volatility 22.74%; and expected dividend yield 1.17%. For further information regarding grant date fair value calculations, see Note 11 to our Consolidated Financial Statements for 2024 (filed with our Annual Report on Form 10-K). (3) The amounts in this column represent fiscal year 2022 through 2024 cash bonus awards that were paid in February of the following calendar year (i.e., February 2023, February 2024 and February 2025, respectively). For 2024, the NEOs were paid the amounts reported under “Non-Equity Incentive Plan Compensation” column pursuant to our Annual Executive Bonus Plan. The amounts in this column represent the items in the 2024 All Other Compensation Table below.

  65. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table presents information relating to plan-based awards granted to the NEOs in fiscal year 2024. References in the table to “2022 OIP” refer to the 2022 Omnibus Employee Incentive Plan and references to “EBP” refer to the Annual Executive Bonus Plan.

  66. 2024 Grants of Plan-Based Awards

    | | | | | | | | | All Other | | | | | | | | | | | | Option | | | | | | | | | | | | Awards: | Exercise | Grant Date | | | | | | | | | | Number of | or Base | Fair Value | | | Grant Date | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Securities | Price of | of Stock | | | and | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | Underlying | Option | and Option | | | Approval | | | | | | | Options | Awards | Awards | | Name | Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | (#) | ($/Sh) | ($) | | Jeffrey C. Sprecher | | | | | | | | | | | | 2022 OIP | 2/12/2024(1) | | | | | | | 79,203 | 135.46 | 2,974,999 | | 2022 OIP | 2/12/2024(2) | | | | 16,471 | 32,943 | 65,886 | | | 4,462,459 | | 2022 OIP | 2/12/2024(3) | | | | 16,471 | 32,943 | 65,886 | | | 4,462,459 | | 2022 OIP | 2/12/2024(4) | | | | 10,981 | 21,962 | 43,924 | | | 2,974,973 | | EBP | (5) | 1,562,500 | 3,125,000 | 6,250,000 | | | | | | | | A. Warren Gardiner | | | | | | | | | | | | 2022 OIP | 2/12/2024(1) | | | | | | | 11,980 | 135.46 | 449,989 | | 2022 OIP | 2/12/2024(2) | | | | 2,491 | 4,983 | 9,966 | | | 674,997 | | 2022 OIP | 2/12/2024(3) | | | | 2,491 | 4,983 | 9,966 | | | 674,997 | | 2022 OIP | 2/12/2024(4) | | | | 1,661 | 3,322 | 6,644 | | | 449,998 | | EBP | (5) | 675,000 | 1,350,000 | 2,700,000 | | | | | | | | Benjamin R. Jackson | | | | | | | | | | | | 2022 OIP | 2/12/2024(1) | | | | | | | 26,622 | 135.46 | 999,968 | | 2022 OIP | 2/12/2024(2) | | | | 5,536 | 11,073 | 22,146 | | | 1,499,949 | | 2022 OIP | 2/12/2024(3) | | | | 5,536 | 11,073 | 22,146 | | | 1,499,949 | | 2022 OIP | 2/12/2024(4) | | | | 3,691 | 7,382 | 14,764 | | | 999,966 | | EBP | (5) | 800,000 | 1,600,000 | 3,200,000 | | | | | | | | Lynn C. Martin | | | | | | | | | | | | 2022 OIP | 2/12/2024(1) | | | | | | | 17,304 | 135.46 | 649,968 | | 2022 OIP | 2/12/2024(2) | | | | 3,598 | 7,197 | 14,394 | | | 974,906 | | 2022 OIP | 2/12/2024(3) | | | | 3,598 | 7,197 | 14,394 | | | 974,906 | | 2022 OIP | 2/12/2024(4) | | | | 2,399 | 4,798 | 9,596 | | | 649,937 | | EBP | (5) | 725,000 | 1,450,000 | 2,900,000 | | | | | | | | Christopher S. Edmonds | | | | | | | | | | | | 2022 OIP | 2/12/2024(1) | | | | | | | 13,311 | 135.46 | 499,984 | | 2022 OIP | 2/12/2024(2) | | | | 2,768 | 5,536 | 11,072 | | | 749,907 | | 2022 OIP | 2/12/2024(3) | | | | 2,768 | 5,536 | 11,072 | | | 749,907 | | 2022 OIP | 2/12/2024(4) | | | | 1,845 | 3,691 | 7,382 | | | 499,983 | | EBP | (5) | 700,000 | 1,400,000 | 2,800,000 | | | | | | |

  67. 2024 Grants of Plan-Based Awards

    (1) Represents stock options granted on February 12, 2024. The grant date fair value of these awards was calculated in accordance with ASC Topic 718 on the date of grant. Please see footnote 2 of our Summary Compensation Table for additional discussion of these grants. (2) Represents EBITDA-based PSUs granted on February 12, 2024, with a three-year vesting schedule (33.3% vesting on February 12, 2025, upon approval of 2024 actual performance compared to the targets, and 33.3% on each of February 12, 2026 and 2027 subject to continued employment). The number of shares issued is determined based on the accomplishment of a 2024 EBITDA target. Please see the 2024 Executive Compensation—Equity Compensation section in the Compensation Discussion & Analysis for additional discussion of this grant. The grant date fair value of this award was calculated in accordance with ASC Topic 718, and such accounting is further described in Note 11 to our Consolidated Financial Statements for 2024 (filed with our Annual Report on Form 10-K). The actual EBITDA-based PSUs earned based on 2024 performance were 129.9% of the target amounts noted in the above table. (3) Represents TSR-based PSUs granted on February 12, 2024, with a three-year cliff vesting schedule (100% vesting on February 12, 2027, upon approval of actual performance compared to the targets). The number of shares issued is determined based on the company’s actual TSR performance compared to the companies in the S&P 500 Index over the three-year performance period January 1, 2024 through December 31, 2026. Please see the 2024 Executive Compensation — Equity Compensation section in the Compensation Discussion & Analysis for additional discussion of this grant. The grant date fair value of this award was calculated in accordance with ASC Topic 718. Represents EBITDA-based PSUs granted on February 12, 2024, with a three-year cliff vesting schedule (100% vesting on February 12, 2027, upon approval of the company's actual performance from January 1, 2024 to December 31, 2026 compared to the targets). The number of shares issued is determined based on the company’s actual 2024-2026 Consolidated EBITDA performance. Please see the 2024 Executive Compensation — Equity Compensation section in the Compensation Discussion & Analysis for additional discussion of this grant. The grant date fair value of this award was calculated in accordance with ASC Topic 718. Represents full-year target and maximum annual bonus payout levels. Bonus targets as a percentage of salary for 2024 were as follows: 250% of salary for Mr. Sprecher, 200% of salary for Mr. Gardiner, 200% of salary for Mr. Jackson, 200% of salary for Ms. Martin, and 200% of salary for Mr. Edmonds. Actual bonus payment in any given year may range from no payout to bonus payments up to 200% of the established target levels. However, any bonus payment must be in accordance with the terms of the Annual Executive Bonus Plan. For fiscal year 2024, the Compensation Committee authorized cash payments at 108% of target based on our financial performance under the plan. These payments are reflected under the “Non-Equity Incentive Plan Compensation” column of our 2024 Summary Compensation Table.

  68. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information relating to outstanding equity awards held by the NEOs for the fiscal year ended December 31, 2024, based on the price of our Common Stock on the NYSE at the time of closing on December 31, 2024, which was $149.01. References in the table to “2013 OIP” refer to the 2013 Omnibus Employee Incentive Plan, “2017 OIP” refer to the 2017 Omnibus Employee Incentive Plan and “2022 OIP” refer to the 2022 Omnibus Employee Incentive Plan. All values in the table reflect the 5-for-1 split of our Common Stock which occurred on November 3, 2016.

  69. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) (1) | Number of Securities Underlying Unexercised Options (# Unexercisable) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jeffrey C. Sprecher | | | | | | | | | | | 2013 OIP | 1/18/2017 | 203,206 | - | 57.31 | 1/18/2027 | | | | | | 2017 OIP | 2/8/2018 | 152,299 | - | 67.00 | 2/8/2028 | | | | | | 2017 OIP | 2/8/2019 | 139,158 | - | 76.16 | 2/8/2029 | | | | | | 2017 OIP | 2/7/2020 | 129,105 | - | 92.63 | 2/7/2030 | | | | | | 2017 OIP | 2/5/2021 | 94,699 | - | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 59,132 | 29,567 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | 36,211 | 72,422 | 107.66 | 2/3/2033 | | | | | | 2022 OIP | 2/12/2024 | - | 79,203 | 135.46 | 2/12/2034 | | | | | | 2017 OIP | 2/4/2022(3) | | | | | 11,907 | 1,774,262 | | | | 2022 OIP | 2/3/2023(4) | | | | | 56,998 | 8,493,272 | | | | 2022 OIP | 2/12/2024(5) | | | | | 21,962 | 3,272,558 | | | | 2022 OIP | 2/12/2024(6) | | | | | 42,793 | 6,376,579 | | | | 2022 OIP | 10/4/2023(11) | | | | | | | 73,374 | 10,933,460 | | 2017 OIP | 2/4/2022(7) | | | | | | | 47,317 | 7,050,750 | | 2022 OIP | 2/3/2023(8) | | | | | | | 55,266 | 8,235,187 | | 2022 OIP | 2/12/2024(9) | | | | | | | 32,943 | 4,908,836 | | A. Warren Gardiner | | | | | | | | | | | 2017 OIP | 2/4/2022 | 5,912 | 2,957 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | 4,260 | 8,520 | 107.66 | 2/3/2033 | | | | | | 2022 OIP | 2/12/2024 | - | 11,980 | 135.46 | 2/12/2034 | | | | | | 2017 OIP | 2/4/2022(3) | | | | | 1,191 | 177,471 | | | | 2022 OIP | 2/3/2023(4) | | | | | 6,705 | 999,112 | | | | 2022 OIP | 2/12/2024(5) | | | | | 3,322 | 495,011 | | | | 2022 OIP | 2/12/2024(6) | | | | | 6,473 | 964,529 | | | | 2022 OIP | 10/4/2023(11) | | | | | | | 27,515 | 4,100,010 | | 2017 OIP | 2/4/2022(7) | | | | | | | 4,731 | 705,038 | | 2022 OIP | 2/3/2023(8) | | | | | | | 6,501 | 968,714 | | 2022 OIP | 2/12/2024(9) | | | | | | | 4,983 | 742,517 |

  70. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) (1) | Number of Securities Underlying Unexercised Options (# Unexercisable) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Benjamin R. Jackson | | | | | | | | | | | 2013 OIP | 1/14/2016 | 5,828 | - | 50.01 | 1/14/2026 | | | | | | 2013 OIP | 1/18/2017 | 25,723 | - | 57.31 | 1/18/2027 | | | | | | 2017 OIP | 2/8/2018 | 39,341 | - | 67.00 | 2/8/2028 | | | | | | 2017 OIP | 2/8/2019 | 35,598 | - | 76.16 | 2/8/2029 | | | | | | 2017 OIP | 2/7/2020 | 33,026 | - | 92.63 | 2/7/2030 | | | | | | 2017 OIP | 2/5/2021 | 33,034 | - | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 17,739 | 8,870 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | 10,954 | 21,909 | 107.66 | 2/3/2033 | | | | | | 2022 OIP | 2/12/2024 | - | 26,622 | 135.46 | 2/12/2034 | | | | | | 2017 OIP | 2/4/2022(3) | | | | | 3,572 | 532,264 | | | | 2022 OIP | 2/3/2023(4) | | | | | 17,243 | 2,569,379 | | | | 2022 OIP | 2/12/2024(5) | | | | | 7,382 | 1,099,992 | | | | 2022 OIP | 2/12/2024(6) | | | | | 14,384 | 2,143,334 | | | | 2022 OIP | 10/4/2023(11) | | | | | | | 73,374 | 10,933,460 | | 2017 OIP | 2/4/2022(7) | | | | | | | 14,194 | 2,115,115 | | 2022 OIP | 2/3/2023(8) | | | | | | | 16,719 | 2,491,298 | | 2022 OIP | 2/12/2024(9) | | | | | | | 11,073 | 1,649,988 | | Lynn C. Martin | | | | | | | | | | | 2013 OIP | 1/14/2016 | 8,310 | - | 50.01 | 1/14/2026 | | | | | | 2013 OIP | 1/18/2017 | 19,065 | - | 57.31 | 1/18/2027 | | | | | | 2017 OIP | 2/8/2018 | 21,459 | - | 67.00 | 2/8/2028 | | | | | | 2017 OIP | 2/8/2019 | 19,417 | - | 76.16 | 2/8/2029 | | | | | | 2017 OIP | 2/7/2020 | 24,019 | - | 92.63 | 2/7/2030 | | | | | | 2017 OIP | 2/5/2021 | 24,225 | - | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 13,008 | 6,505 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | 6,694 | 13,389 | 107.66 | 2/3/2033 | | | | | | 2022 OIP | 2/12/2024 | - | 17,304 | 135.46 | 2/12/2034 | | | | | | 2017 OIP | 2/4/2022(3) | | | | | 2,620 | 390,406 | | | | 2022 OIP | 2/3/2023(4) | | | | | 10,538 | 1,570,267 | | | | 2022 OIP | 2/12/2024(5) | | | | | 4,798 | 714,950 | | | | 2022 OIP | 2/12/2024(6) | | | | | 9,349 | 1,393,080 | | | | 2022 OIP | 10/4/2023(11) | | | | | | | 13,757 | 2,049,931 | | 2017 OIP | 2/4/2022(7) | | | | | | | 10,410 | 1,551,158 | | 2022 OIP | 2/3/2023(8) | | | | | | | 10,217 | 1,522,435 | | 2022 OIP | 2/12/2024(9) | | | | | | | 7,197 | 1,072,425 | | Christopher S. Edmonds | | | | | | | | | | | 2013 OIP | 1/18/2017 | 10,000 | - | 57.31 | 1/18/2027 | | | | | | 2017 OIP | 2/8/2018 | 11,383 | - | 67.00 | 2/8/2028 | | | | | | 2017 OIP | 2/8/2019 | 11,631 | - | 76.16 | 2/8/2029 | | | | | | 2017 OIP | 2/7/2020 | 12,009 | - | 92.63 | 2/7/2030 | | | | | | 2017 OIP | 2/5/2021 | 11,011 | - | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 8,278 | 4,139 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | 5,477 | 10,954 | 107.66 | 2/3/2033 | | | | | | 2022 OIP | 2/12/2024 | - | 13,311 | 135.46 | 2/12/2034 | | | | | | 2017 OIP | 2/4/2022(3) | | | | | 1,667 | 248,400 | | | | 2022 OIP | 5/13/2022(10) | | | | | 1,018 | 151,692 | | | | 2022 OIP | 2/3/2023(4) | | | | | 8,622 | 1,284,764 | | | | 2022 OIP | 2/12/2024(5) | | | | | 3,691 | 549,996 | | | | 2022 OIP | 2/12/2024(6) | | | | | 7,191 | 1,071,570 | | | | 2022 OIP | 10/4/2023(11) | | | | | | | 27,515 | 4,100,010 | | 2017 OIP | 2/4/2022(7) | | | | | | | 6,624 | 987,017 | | 2022 OIP | 2/3/2023(8) | | | | | | | 8,359 | 1,245,575 | | 2022 OIP | 2/12/2024(9) | | | | | | | 5,536 | 824,919 |

  71. Outstanding Equity Awards at 2024 Fiscal Year-End

    Stock options vest over a three-year period. Stock options granted prior to 2017 vest 33.33% on the one-year anniversary of the grant date and the balance vests ratably on a monthly basis over the remaining 24 months. Stock options granted beginning in 2018 vest 33.33% per year on the anniversary of the grant date. (2) Market value of stock awards is calculated based on the price of our Common Stock on the NYSE at the time of closing on December 31, 2024 ($149.01) times the number of shares or units of stock that have not vested. (3) Represents EBITDA-based PSUs granted on February 4, 2022, and earned based on the achievement of 2022 financial performance vs. a pre-established EBITDA target, as well as performance of ICE’s TSR vs. the S&P 500 Index. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2022 actual performance compared to the target, and 33.3% on each of February 13, 2024 and 2025 subject to continued employment). Payout values reflect actual performance, which was 92.7% of the target performance level. (4) Represents EBITDA-based PSUs granted on February 3, 2023, and earned based on the achievement of 2023 financial performance vs. a pre-established EBITDA target, as well as performance of ICE’s TSR vs. the S&P 500 Index. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2023 actual performance compared to the target, and 33.3% on each of February 12, 2025 and 2026 subject to continued employment). Payout values reflect actual performance, which was 154.7% of the target performance level. (5) Represents EBITDA-based PSUs granted on February 12, 2024, and earned based on the achievement of January 1, 2024 - December 31, 2026 financial performance vs. a pre-established EBITDA target. These PSUs cliff vest in February 2027 upon approval of the actual performance compared to the targets. Payout values reflect 100% of the target performance level. (6) Represents EBITDA-based PSUs granted on February 12, 2024, and earned based on the achievement of 2024 financial performance vs. a pre-established EBITDA target. These PSUs vest and are settled over a three-year period (33.3% upon approval of 2024 actual performance compared to the target, and 33.3% on each of February 15, 2025 and 2026 subject to continued employment). Payout values reflect actual performance, which was 129.9% of the target performance level. (7) Represents TSR-based PSUs granted on February 4, 2022, and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing January 1, 2022 These PSUs cliff vest in February 2025 upon approval of actual performance compared to the targets. Payout values reflect 122.8% of the target performance level. (8) Represents TSR-based PSUs granted on February 3, 2023, and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing January 1, 2023. These PSUs cliff vest in February 2026 upon approval of actual performance compared to the targets. Payout values reflect 100% of the target performance level. (9) Represents TSR-based PSUs granted on February 12, 2024, and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing January 1, 2024. These PSUs cliff vest in February 2027 upon approval of actual performance compared to the targets. Payout values reflect 100% of the target performance level. (10) Represents time-based restricted stock units granted on May 13, 2022, with a three-year vesting schedule (33.3% vesting on each of May 13, 2023, 2024, and 2025 subject to continued employment). (11) Represents performance-based restricted stock units granted on October 4, 2023, as Deal Incentive PSUs, earned based on revenue and expense synergy targets associated with ICE’s acquisition of Black Knight. Awards are subject to a five-year vesting schedule with 33.3% vesting on each of February 8, 2027, 2028, and 2029 subject to continued employment.

  72. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table presents information relating to stock option awards exercised and stock awards vested, respectively, during fiscal year 2024 for the NEOs.

  73. Option Exercises and Stock Vested During 2024

    | | Option Awards Exercised in 2024 | | Stock Awards Vested in 2024 | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting ($)(3) | | Jeffrey C. Sprecher | 175,165 | 14,874,989 | 88,100 | 11,684,273 | | A. Warren Gardiner | - | - | 7,726 | 1,046,351 | | Benjamin R. Jackson | 50,322 | 2,302,083 | 28,831 | 3,818,938 | | Lynn C. Martin | - | - | 21,368 | 2,860,289 | | Christopher S. Edmonds | - | - | 12,538 | 1,667,317 |

  74. Option Exercises and Stock Vested During 2024

    The amounts in this column are calculated by multiplying the number of shares acquired on exercise by the difference between the fair market value of our Common Stock on the date of exercise and the exercise price of the stock options. These shares represent PSUs initially granted on February 5, 2021, February 4, 2022, and February 3, 2023, that vested in 2024. For Mr. Gardiner, Ms. Martin, and Mr. Edmonds, these amounts also include shares of certain RSUs granted in prior years as follows: For Mr. Gardiner, RSUs granted on February 5, 2021, and February 26, 2021, each with a three-year vesting schedule (33.3% vesting on each of February 5, 2022, 2023, and 2024; and February 26, 2022, 2023 and 2024, respectively, subject to continued employment). For Ms. Martin, RSUs granted on December 3, 2021, with a three-year vesting schedule (33.3% vesting on each of December 3, 2022, 2023, and 2024, subject to continued employment). For Mr. Edmonds, RSUs granted on May 13, 2022, with a three-year vesting schedule (33.3% vesting on each of May 13, 2023, 2024, and 2025, subject to continued employment). (3) The amounts in this column are calculated by multiplying the number of shares that in each case vested during 2024 by the fair market value of our Common Stock on the vesting date.

  75. 2024 Pension Benefits

    2024 Pension Benefits We do not offer an active defined benefit pension plan or any other form of active supplemental executive retirement plan.

  76. 2024 Potential Payments upon Termination or Change in Control

    2024 Potential Payments upon Termination or Change in Control The following table presents the estimated benefits and payments for termination of the NEOs unrelated to a Change in Control and following, or within 180 days prior to, a Change in Control, assuming the termination took place on the last business day of the most recently completed fiscal year. For certain items below, the values are based on the closing price of $149.01 for our Common Stock on the NYSE on December 31, 2024. Other applicable terms for these benefits and payments are discussed above under Termination by ICE Unrelated to a Change in Control and Termination Following a Change in Control.

  77. 2024 Potential Payments upon Termination or Change in Control

    | Name | Termination for Cause ($) | Voluntary Resignation Other Than for Good Reason ($) | Disability ($) (4) | Death ($) (4) | Termination by ICE Unrelated to a Change in Control ($) | Termination Following a Change in Control ($) | | Jeffrey C. Sprecher | | | | | | | | Cash Severance (1) | - | - | - | - | 13,968,750 | 13,968,750 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 46,423 | 46,423 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 53,873,246 | 53,873,246 | 53,873,246 | | Total: | 0 | 0 | 0 | 53,873,246 | 67,888,419 | 67,888,419 | | A. Warren Gardiner | | | | | | | | Cash Severance (1) | - | - | - | - | 4,075,000 | 4,075,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 65,017 | 65,017 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 9,527,648 | 9,527,648 | 9,527,648 | | Total: | 0 | 0 | 0 | 9,527,648 | 13,667,665 | 13,667,665 | | Benjamin R. Jackson | | | | | | | | Cash Severance (1) | - | - | - | - | 4,761,000 | 4,761,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 66,407 | 66,407 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 24,497,354 | 24,497,354 | 24,497,354 | | Total: | 0 | 0 | 0 | 24,497,354 | 29,324,761 | 29,324,761 | | Lynn C. Martin | | | | | | | | Cash Severance (1) | - | - | - | - | 4,620,000 | 4,620,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 0 | 0 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 10,763,062 | 10,763,062 | 10,763,062 | | Total: | 0 | 0 | 0 | 10,763,062 | 15,383,062 | 15,383,062 | | Christopher S. Edmonds | | | | | | | | Cash Severance (1) | - | - | - | - | 4,343,000 | 4,343,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 74,449 | 74,449 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 10,934,381 | 10,934,381 | 10,934,381 | | Total: | 0 | 0 | 0 | 10,934,381 | 15,351,830 | 15,351,830 |

  78. 2024 Potential Payments upon Termination or Change in Control

    (1) These amounts represent the cash severance payments in accordance with employment agreements in effect as of December 31, 2024 (as discussed in the preceding narrative) under the termination scenarios described in the table. These calculations assume all earned base salary and annual incentive payments have been paid. For a termination unrelated to a Change in Control, the duration of the remaining employment term has been assumed to equal three years for Mr. Sprecher. For Messrs. Gardiner, Jackson, Edmonds and Ms. Martin, the remaining term has been assumed to be two years. Also, in light of the assumed termination date of December 31, 2024, the fiscal year 2023 bonus that was paid in February 2024 is the last bonus paid for purposes of the severance calculation under the employment agreements. For each NEO, the welfare benefit costs include the estimated cost of two years' group health coverage under COBRA, as called for according to their employment agreements. Ms. Martin was not enrolled in ICE's group health coverage in 2024. The market value of stock awards is calculated based on the closing price of our Common Stock on NYSE on December 31, 2024: $149.01. These costs include the acceleration of vesting of unvested equity awards (including the value of unvested dividend equivalent rights) under termination scenarios as described above, with the value of options based on the “spread” between $149.01 and the option’s strike price at December 31, 2024 and the value of any PSUs with open measurement periods assumed to vest at target. These amounts do not include the value of vested equity awards outstanding as of December 31, 2024. (4) The amounts reported in the table above do not reflect payments upon an NEO’s disability or death under our supplemental disability insurance benefit and life insurance benefit programs, respectively. See the Other Compensation and Benefits section of the Compensation Discussion & Analysis for a description of these benefits.

  79. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents information relating to compensation for our non-employee directors for the fiscal year ending December 31, 2024.

  80. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Hon. Sharon Y. Bowen | 110,000 | 219,918 | 130,000 | 459,918 | | Shantella E. Cooper | 135,000 | 219,918 | - | 354,918 | | Duriya M. Farooqui | 115,000 | 219,918 | 91,943 | 426,861 | | Lord Hague of Richmond | 120,000 | 244,830 | 126,240 | 491,070 | | Mark F. Mulhern | 145,000 | 219,918 | 55,000 | 419,918 | | Thomas E. Noonan | 200,000 | 219,918 | - | 419,918 | | Caroline L. Silver | 110,000 | 244,830 | 136,970 | 491,800 | | Judith A. Sprieser | 145,000 | 244,830 | 127,040 | 516,870 | | Martha A. Tirinnanzi | 115,000 | 219,918 | 116,848 | 451,766 |

  81. 2024 Director Compensation Table

    (1) The amounts in this column represent fiscal year 2024 cash payments for Board and committee retainers. (2) The amounts in this column represent the aggregate fair value of restricted stock units granted for board service in the 2024 calendar year calculated in accordance with ASC Topic 718, which is equal to our closing stock price on the grant date, $138.40, times the number of restricted stock units granted. Annual grants to directors were approved on May 16, 2024. As of December 31, 2024, each of Lord Hague, Ms. Silver, and Ms. Sprieser held 1,769 unvested RSUs; each of Mses. Bowen, Cooper, Farooqui, Tirinnanzi, and Messrs. Mulhern and Noonan held 1,589 unvested RSUs. The amounts in this column represent fees paid in cash to directors that also served as members of the boards of directors of our regulated subsidiaries: ICE Futures Europe, ICE Clear Europe Limited, ICE Clear Credit, LLC, ICE NGX Canada Inc., ICE Mortgage Services, LLC, ICE Mortgage Technology Holdings, Inc., New York Stock Exchange, LLC, NYSE American LLC, NYSE Arca, Inc., NYSE AMEX Options LLC, and NYSE National, Inc. The amounts above do not reflect annual retainers paid to our directors who serve on the Bakkt subsidiary boards who elected to receive their annual retainer in Bakkt phantom units instead of cash. If a U.S. director makes a contribution to our Political Action Committee ("PAC"), ICE will make a contribution in the same amount as contributed by the director (up to $5,000) to certain eligible charities, as requested by the director. In fiscal year 2024, no directors made a contribution to our PAC that resulted (or could result) in a charitable contribution by ICE at the director's request. As required, the above table represents the value of all compensation paid to our directors, including fees paid for both Board service and subsidiary board service, on a combined basis. The table immediately below illustrates compensation paid to our directors for service on the Board exclusively and is a more accurate comparator when evaluating Board compensation at Intercontinental Exchange relative to other public peers.

  82. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Hon. Sharon Y. Bowen | 110,000 | 219,918 | - | 329,918 | | Shantella E. Cooper | 135,000 | 219,918 | - | 354,918 | | Duriya M. Farooqui | 115,000 | 219,918 | - | 334,918 | | Lord Hague of Richmond | 120,000 | 219,918 | - | 339,918 | | Mark F. Mulhern | 145,000 | 219,918 | - | 364,918 | | Thomas E. Noonan | 200,000 | 219,918 | - | 419,918 | | Caroline L. Silver | 110,000 | 219,918 | - | 329,918 | | Judith A. Sprieser | 145,000 | 219,918 | - | 364,918 | | Martha A. Tirinnanzi | 115,000 | 219,918 | - | 334,918 |

  83. 2024 Director Compensation Table

    (1) The amounts in this column represent fiscal year 2024 cash payments for ICE Board and committee retainers only. (2) The amounts in this column represent the aggregate fair value of restricted stock units granted for board service in the 2024 calendar year calculated in accordance with ASC Topic 718, which is equal to our closing stock price on the grant date, $138.40, times the number of restricted stock units granted. Annual grants to directors were approved on May 16, 2024. As of December 31, 2024, each of Lord Hague, Ms. Silver, and Ms. Sprieser held 1,769 unvested RSUs; each of Mses. Bowen, Cooper, Farooqui, Tirinnanzi, and Messrs. Mulhern and Noonan held 1,589 unvested RSUs. (3) If a U.S. director makes a contribution to our PAC, ICE will make a contribution in the same amount as contributed by the director (up to $5,000) to certain eligible charities, as requested by the director. In fiscal year 2024, no Directors made a contribution to our PAC that resulted (or could result) in a charitable contribution by ICE at the Director's request.

  84. PAY RATIO

    PAY RATIO Our median employee was identified based on target total cash compensation, measured as base salary plus target annual bonus plus commission, from our employee population as of December 31, 2024. As we are a U.S.-based entity and our Chief Executive Officer, Jeffrey Sprecher, is paid in U.S. dollars (“USD”), all amounts paid in currency other than USD were converted to USD prior to identification of the median employee. Mr. Sprecher had 2024 annual total compensation of $19,520,589, as reflected in the 2024 Summary Compensation Table above. Our identified median employee’s annual total compensation for 2024, as calculated using the same methodology, was $135,737. As a result, we estimate that Mr. Sprecher’s 2024 annual total compensation was approximately 143 times that of our median employee. In accordance with Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. The “Compensation Actually Paid” and other compensation figures shown here are calculated in accordance with applicable regulatory guidance. More information on the Company’s compensation program and decisions for the 2024 performance year can be found in the Compensation Discussion and Analysis.

  85. PAY RATIO

    | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for non-PEO NEOs(1)(3) | Average Compensation Actually Paid to non-PEO NEOs(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | Net Income (in millions)(6) | Adjusted EBITDA (in millions)(7) | | 2024 | $19,520,589 | | 37,614,167 | $5,578,537 | $9,705,385 | $171.90 | $164.29 | $2,754 | $5,995 | | 2023 | $27,550,872 | | 46,080,233 | $8,914,154 | $12,861,723 | $146.35 | $133.81 | $2,368 | $5,047 | | 2022 | $16,703,980 | -$ | 720,835 | $4,370,473 | $1,439,562 | $115.12 | $102.78 | $1,446 | $4,760 | | 2021 | $14,788,386 | | 27,305,887 | $4,055,015 | $6,472,548 | $151.31 | $128.47 | $4,058 | $4,627 | | 2020 | $14,536,259 | | 32,859,165 | $4,731,858 | $9,220,503 | $126.15 | $119.75 | $2,089 | $3,668 |

  86. PAY RATIO

    (1) Represents the total compensation for our CEO, Mr. Sprecher, and the average total compensation for our non-PEO NEOs from the Summary Compensation Table for 2024, 2023, 2022, 2021, and 2020. (2) Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our non-PEO NEOs during 2024, 2023, 2022, 2021, and 2020 as adjusted to reflect changes in the fair value of outstanding stock and option awards in accordance with Item 402(v) of Regulation S-K. The tables detail the adjustments.

  87. PAY RATIO

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2024 | | 2023 | | | | | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | | Summary Compensation Table Total | | $19,520,589 | $5,578,537 | $27,550,872 | $8,914,154 | | - Stock and Option Awards (a) | | $14,874,889 | $3,249,827 | $22,874,822 | $6,687,312 | | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | $21,413,639 | $4,678,315 | $35,627,474 | $9,518,746 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | $10,574,393 | $2,453,370 | $4,624,487 | $900,029 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $397,370 | $90,556 | $738,189 | $126,718 | | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $583,065 | $154,434 | $414,033 | $89,388 | | Compensation Actually Paid | | $37,614,167 | $9,705,385 | $46,080,233 | $12,861,723 |

  88. PAY RATIO

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | | 2022 | | | | 2021 | | | | | | PEO | | Average Non- PEO NEOs | | PEO | | Average Non- PEO NEOs | | | Summary Compensation Table Total | | | 16,703,980 | | 4,370,473 | | 14,788,386 | | 4,055,015 | | - Stock and Option Awards (a) | | | 12,499,797 | | 2,449,833 | | 10,749,866 | | 2,129,927 | | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | | 8,818,596 | | 1,753,552 | | 17,460,293 | | 3,371,012 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | -$ | 11,818,153 | -$ | 1,959,594 | | 6,127,842 | | 1,240,419 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | -$ | 2,243,717 | -$ | 334,757 | -$ | 495,424 | -$ | 98,789 | | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 318,256 | | 59,721 | | 174,656 | | 34,818 | | Compensation Actually Paid | | -$ | 720,835 | | 1,439,562 | | 27,305,887 | | 6,472,548 |

  89. PAY RATIO

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2020 | | | | | PEO | Average Non- PEO NEOs | | Summary Compensation Table Total | | $14,536,259 | $4,731,858 | | - Stock and Option Awards (a) | | $10,749,860 | $2,712,415 | | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | $18,768,614 | $4,735,616 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | $9,607,500 | $2,312,399 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $625,235 | $135,025 | | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $71,417 | $18,020 | | Compensation Actually Paid | | $32,859,165 | $9,220,503 |

  90. PAY RATIO

    (a) Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards and Stock Option Awards columns in the Summary Compensation Table for the applicable year. Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or, for awards that vested in the covered fiscal year, as of the vesting date). The valuation methodology used to calculate fair values are consistent with those used at the time of grant. Our non-PEO NEOs include the following individuals for each year:

  91. PAY RATIO

    | 2024 | 2023 | 2022 | 2021 | 2020 | | | A. Warren Gardiner | A. Warren Gardiner | A. Warren Gardiner | A. Warren Gardiner | | Scott Hill | | Benjamin Jackson | Benjamin Jackson | Benjamin Jackson | Scott Hill | | Benjamin Jackson | | Lynn Martin | Lynn Martin | Lynn Martin | Benjamin Jackson | | David Goone | | Christopher Edmonds | Christopher Edmonds | Christopher Edmonds | David Goone | | Lynn Martin | | | | | Lynn Martin | | |

  92. PAY RATIO

    (4) Total Shareholder Return for each fiscal year is based on a $100 common equity investment at the close of December 31, 2019 measuring through and including the end of the applicable year. (5) The Peer Group reflects the Company’s peer group that is used for purposes of compensation benchmarking, as defined in the Compensation Discussion and Analysis. Following ICE’s 2023 acquisition of Black Knight, this peer group was modified in 2024 to include CoStar Group, Inc., which was added for consideration of the mortgage technology industry. The Peer Group Total Shareholder Return with respect to the former peer group is $166.35, $134.30, $102.76, $130.28, and $119.15 for 2024, 2023, 2022, 2021, and 2020, respectively. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Represents the most important financial performance measure not otherwise reported in the above table that is used by the Company to link actual compensation paid during the most recent fiscal year to the Company’s performance, as required pursuant to Item 402(v) of Regulation S-K. Adjusted EBITDA is defined as “earnings before interest and other non-operating income and expense, taxes, depreciation and amortization,” which is a non-GAAP financial measure.

  93. Election of Directors

    Election of Directors Our Bylaws provide that, when a quorum is present at any meeting of stockholders, in an uncontested election, for a director nominee to be elected, the votes cast “for” such director nominee’s election must exceed the votes cast “against” such director nominee’s election. A director who fails to receive the required number of votes for re-election will be expected to tender his or her resignation. An “abstention” from voting on this matter will be treated as “present” for quorum purposes. However, an abstention is not treated as a vote “for” or “against” the election of any nominee, and will have no effect on the outcome of the vote.

  94. Board of Directors

    Board of Directors Powers of the Board of Directors—General. All corporate powers shall be exercised by the Board of Directors of the Corporation, except as otherwise specifically required by law or as otherwise provided in this Amended and Restated Certificate of Incorporation. B. Number of Directors. The number of directors of the Corporation shall be fixed only by resolution of the Board of Directors of the Corporation from time to time in the manner set forth in the bylaws. C. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause (other than vacancies and newly created directorships that the holders of any class or classes of stock or series thereof are expressly entitled by this Amended and Restated Certificate of Incorporation to fill) may be filled by, and only by, a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director appointed to fill a vacancy or a newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. D. Directors representing holders of Preferred Stock. Notwithstanding Section C of this ARTICLE VI, in the event that the holders of any class or series of Preferred Stock of the Corporation shall be entitled, voting separately as a class, to elect any directors of the Corporation, then any vacancies and newly created directorships that are reserved to such holders voting separately as a class shall be filled only by such holders voting separately as a class, provided always that the total number of directors of the Corporation shall not exceed the number fixed pursuant to Section B of this ARTICLE VI. Except as otherwise provided in the terms of such class or series, (i) the terms of the directors elected by such holders voting separately as a class shall expire at the annual meeting of stockholders next succeeding their election and (ii) any director or directors elected by such holders voting separately as a class may be removed, with or without cause, by the holders of a majority of the voting power of all outstanding shares of stock of the Corporation entitled to vote separately as a class in an election of such directors. E. Power to Call Stockholder Meetings. Special meetings of stockholders of the Corporation may be called at any time by, but only by, (1) the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors then in office, (2) the Chair of the Board of Directors, (3) the Chief Executive Officer of the Corporation or (4) the secretary of the Corporation (the “Secretary”) upon the receipt by the Secretary of a written request (a “Special Meeting Request”) by one or more stockholders of record holding as of the date of the Secretary’s receipt of the Special Meeting Request shares of Common Stock (“Requesting Stockholder”) representing in the aggregate at least 20% of the shares of Common Stock outstanding at such time that would be entitled to vote at the meeting as determined under Section A.1 of ARTICLE V; provided that a special meeting of stockholders requested by a Requesting Stockholder (a “Stockholder Requested Special Meeting”) shall be called by the Secretary only if such Requesting Stockholder complies with this Section E of ARTICLE VI, the bylaws of the Corporation and applicable law, in each case of clauses (1) through (4), to be held at such date, time and place, if any, either within or without the State of Delaware as may be stated in the notice of the meeting. F. Bylaws. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal any or all of the bylaws of the Corporation. G. Considerations of the Board of Directors. In taking any action, including action that may involve or relate to a change or potential change in the control of the Corporation, a director of the Corporation may consider, among other things, both the long-term and short-term interests of the Corporation and its stockholders and the effects that the Corporation’s actions may have in the short term or long term upon any one or more of the following matters: 1. the prospects for potential growth, development, productivity and profitability of the Corporation and its subsidiaries; 2. the current employees of the Corporation or its subsidiaries; 3. the employees of the Corporation or its subsidiaries and other beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored, or agreement entered into, by the Corporation or its subsidiaries; 4. the customers and creditors of the Corporation or its subsidiaries; 5. the ability of the Corporation and its subsidiaries to provide, as a going concern, goods, services, employment opportunities and employment benefits and otherwise to contribute to the communities in which they do business; 6. the potential impact on the relationships of the Corporation or its subsidiaries with regulatory authorities and the regulatory impact generally; and such other additional factors as a director may consider appropriate in such circumstances. Nothing in this Section G of ARTICLE VI shall create any duty owed by any director, officer or employee of the Corporation to any Person to consider, or afford any particular weight to, any of the foregoing matters or to limit his or her consideration to the foregoing matters. No employee, former employee, beneficiary, customer, creditor, community or regulatory authority or member thereof shall have any rights against any director, officer or employee of the Corporation or the Corporation under this Section G of ARTICLE VI.