DEF 14A of Intercontinental Exchange, Inc., Apr 1, 2024

DEF 14A of Intercontinental Exchange, Inc.

Filed Apr 1, 2024 · FY20230001193125-24-083553

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. 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 2025 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. Each of our directors is elected by majority vote in an uncontested election. A director who fails to receive a majority of “FOR” votes cast by stockholders entitled to vote will be required 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.

  3. Nominees for Election as Directors at the 2024 Annual Meeting

    Nominees for Election as Directors at the 2024 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 2025 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:

  4. Nominees for Election as Directors at the 2024 Annual Meeting

    | Name | Biographical Information | | Hon. Sharon Y. Bowen Age: 67 Independent Director since 2017 | 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. She holds 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. Intercontinental Exchange Board Committee(s): Risk Committee | |

  5. Nominees for Election as Directors at the 2024 Annual Meeting

    | Shantella E. Cooper Age: 56 Independent Director since 2020 | 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. Intercontinental Exchange Board Committee(s): Risk Committee (Chair) and Compensation Committee | |

  6. Nominees for Election as Directors at the 2024 Annual Meeting

    | Name | Biographical Information | | Duriya M. Farooqui Age: 47 Independent Director since 2017 | Ms. Farooqui is an executive coach and mentor with The ExCo Group, focused on helping Fortune 500 companies develop 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 public safety agencies 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. Intercontinental Exchange Board Committee(s): Audit Committee | |

  7. Nominees for Election as Directors at the 2024 Annual Meeting

    | The Right Hon. the Lord Hague of Richmond Age: 63 Independent Director since 2015 | Lord Hague is the Chair of The Royal Foundation of the Prince and Princess of Wales, Chair of the United for Wildlife Taskforce, and Chair of the International Advisory Board at the law firm Linklaters. 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. Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee and Compensation Committee | |

  8. Nominees for Election as Directors at the 2024 Annual Meeting

    | Name | Biographical Information | | Mark F. Mulhern Age: 64 Independent Director since 2020 | 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. Intercontinental Exchange Board Committee(s): Compensation Committee (Chair) and Audit Committee | |

  9. Nominees for Election as Directors at the 2024 Annual Meeting

    | Thomas E. Noonan Age: 63 Independent Director since 2016 and Lead Independent Director | 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. Intercontinental Exchange Board Committee(s): Nominating & Corporate Governance Committee (Chair) and Risk Committee | |

  10. Nominees for Election as Directors at the 2024 Annual Meeting

    | Name | Biographical Information | | Caroline L. Silver Age: 61 Independent Director since 2020 | 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 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. Intercontinental Exchange Board Committee(s): Risk Committee | |

  11. Nominees for Election as Directors at the 2024 Annual Meeting

    | Jeffrey C. Sprecher Age: 69 Non-Independent Director since 2000 | 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. Intercontinental Exchange Board Committee(s): None | |

  12. Nominees for Election as Directors at the 2024 Annual Meeting

    | Name | Biographical Information | | Judith A. Sprieser Age: 70 Independent Director since 2004 | 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 Boards of Managers of ICE Clear Credit LLC and ICE Mortgage Services, LLC, the governing Board of MERSCORP Holdings, Inc., 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. Intercontinental Exchange Board Committee(s): Audit Committee (Chair) and Nominating & Corporate Governance Committee | |

  13. Nominees for Election as Directors at the 2024 Annual Meeting

    | Martha A. Tirinnanzi Age: 63 Independent Director since 2022 | 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., and the Board of Directors of ICE Mortgage Technology Holdings, Inc., 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. Intercontinental Exchange Board Committee(s):Audit Committee | |

  14. Nominees for Election as Directors at the 2024 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 great diversity 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. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.

  15. 2023 Target Direct Compensation

    | | | | | Target Total Direct Compensation | | | Name and Position | Base Salary as of June 1, 2023 ($) (1) | 2023 Target Annual Bonus (% of Base Salary) (2) | Target Equity Compensation ($) (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 | $625,000 | 200% | $1,750,000 | $3,625,000 | Below 25th | | Benjamin R. Jackson President, Intercontinental Exchange | $725,000 | 200% | $4,500,000 | $6,675,000 | 50th - 75th | | Lynn C. Martin President, NYSE Group | $725,000 | 200% | $2,750,000 | $4,925,000 | 25th - 50th | | Christopher S. Edmonds Chief Development Officer | $675,000 | 200% | $2,250,000 | $4,275,000 | 50th |

  16. 2023 Target Direct Compensation

    | (2) The Compensation Committee determined that there would be no changes to Messrs. Sprecher, Jackson, Edmonds, and Ms. Martin’s target annual bonus percentage for 2023. The Compensation Committee increased Mr. Gardiner’s target annual bonus percentage from 150% to 200%. |

  17. 2023 Target Direct Compensation

    | (3) For Ms. Martin, the Compensation Committee determined there would be no changes to target equity compensation. The Compensation Committee increased Mr. Sprecher’s target equity from $12,500,000 to $14,875,000, Mr. Gardiner’s target equity from $1,250,000 to $1,750,000, Mr. Jackson’s target equity from $3,750,000 to $4,500,000, and Mr. Edmonds’ target equity from $1,750,000 to $2,250,000. |

  18. 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 the performance measures for the annual bonus. 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 and individual achievement of the pre-established MBOs. 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. MBOs for our executive officers, including our NEOs, are made up of financial measures (90%) and non-financial measures (10%). For purposes of 2023 annual bonuses, the financial measures consisted of revenue performance (weighted 30% of the total annual bonus) and adjusted net income performance (weighted 60% 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 net income, which is weighted more heavily, was chosen as it is tied to our overall profitability. The non-financial performance measures included items such as product launches, strategic management of merger and acquisition activity, key technology initiatives, human capital leadership, and leadership development. Determining achievement of the non-financial measures involves a subjective assessment of corporate and individual performance by the Compensation Committee. The Compensation Committee believes that it is appropriate to use some 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 November 2023 and February 2024, the Compensation Committee reviewed ICE’s performance and determined that the 2023 financial performance MBOs were achieved as follows:

  19. Annual Bonus

    | Financial Metric | 2023 Goal | 2023 Actual* | 2023 Actual Compared to 2023 Goal | | Net Revenues (weighted 30%) | $7,280 Million | $7,625 Million | 104.7% | | Adj. Consolidated Net Income Attributable to ICE (weighted 60%) | $2,792 Million | $3,196 Million | 114.5% |

  20. Annual Bonus

    | * The 2023 actual adjusted consolidated net income attributable to ICE is equal to the adjusted consolidated net income attributable to ICE included in ICE’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024. |

  21. Annual Bonus

    The above weighted financial performance achievement accounts for 90% of the overall annual bonus determination. Based on the factors and accomplishments, noted below, the Compensation Committee determined that the NEOs achieved their 2023 non-financial performance MBOs at target (100%), which accounts for 10% of the overall annual bonus determination. Upon evaluating both the financial and non-financial performance, the Compensation Committee determined the final overall 2023 annual bonus achievement to be 109% of target. In determining achievement of the 2023 non-financial performance MBOs, the Compensation Committee considered the following individual contributions:

  22. Annual Bonus

    | • | Mr. Sprecher: successfully executed the acquisition of Black Knight, including the spin-off of the Loan Origination Business (Empower) and Optimal Blue; continued to develop the role of human capital management and engagement with employees with respect to leading the business and culture, including making progress on promoting greater diversity, significant investment in broadening the depth and breadth of Learning & Development programs, and fostering employee engagement through internal communications channels and expansion of employee events; successfully launched several new client councils expanding Executive Engagement opportunities across several targeted segments including Sustainability, Board Advisory, and Fixed Income; built on ICE’s differentiated physical and transition climate risk data and environmental markets to deliver global, multi-asset solutions, including significant step-up in brand recognition of ICE as an ESG data provider; continued progress toward Scope 1 and 2 emissions reductions and evaluation of Scope 3 emissions. |

  23. Annual Bonus

    | • | Mr. Gardiner: successfully executed the acquisition of Black Knight, including the financing and the spin-off of the Loan Origination Business (Empower) and Optimal Blue; 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, shareholder returns and strategic investments; improved transparency into financial performance of the business; supported and facilitated the Company’s Board, Audit, and Risk meetings. |

  24. Annual Bonus

    | • | Mr. Jackson: successfully executed the acquisition of Black Knight, including the spin-off of the Loan Origination Business (Empower) and Optimal Blue; continued leadership across our mortgage segment, including significant customer outreach and development of detailed integration plans between ICE and Black Knight offerings; continued leadership across technology platforms, including development of IRM 2.0, 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. |

  25. Annual Bonus

    | • | Ms. Martin: key leadership on market structure reform initiatives and regulator engagement; maintained positive relationships with regulators and global policy makers; successfully launched several new client councils expanding Executive Engagement opportunities across several targeted segments including Sustainability, Board Advisory, and Fixed Income; continued oversight and executive guidance across FIDS, outstanding transfer performance, including the second largest transfer in NYSE history. |

  26. Annual Bonus

    | • | Mr. Edmonds: continued oversight of the development of, and independent validator/regulator engagement on, ICE Risk Model 2.0; helped facilitate the consolidation of the CDS clearing business into one regulatory jurisdiction; continued strong momentum from the 2022 brand campaign; significant leadership and engagement on treasury clearing initiatives; maintained positive relationships with regulators; continued to provide thought leadership across the clearing landscape; significant leadership across marketing and communications initiatives. |

  27. Annual Bonus

    Based on the performance and considerations described above, the following annual bonus awards for fiscal year 2023 were approved by the Compensation Committee:

  28. Annual Bonus

    | Name and Position | 2023 Annual Bonus | | Jeffrey C. Sprecher Chair and Chief Executive Officer | $3,406,250 (109% of target) | | A. Warren Gardiner Chief Financial Officer | $1,362,500 (109% of target) | | Benjamin R. Jackson President, Intercontinental Exchange | $1,580,500 (109% of target) | | Lynn C. Martin President, NYSE Group | $1,580,500 (109% of target) | | Christopher S. Edmonds Chief Development Officer | $1,471,500 (109% of target) |

  29. Annual Bonus

    All annual bonus awards for the NEOs were paid in cash in February 2024 and are included in the “Non-Equity Incentive Plan Compensation” column in the 2023 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.

  30. Annual Bonus

    | Overall Bonus Achievement Versus Goal as a % of Target | | | | | | 2023 | 2022 | 2021 | 2020 | 2019 | | 109% | 97% | 108% | 103% | 98% |

  31. 2024 Annual Bonus Award Structure

    2024 Annual Bonus Award Structure For purposes of the 2024 Annual Executive Bonus Plan, which will be more fully discussed in the 2025 Proxy Statement, the Company will introduce certain modifications to the structure. The modifications will include (i) changing the profit measure from Adjusted Net Income to Adjusted Operating Income to better emphasize controllable performance vs positive/negative impact from non-operating items such as interest and taxes, (ii) increasing the weighting on the profit-based measure to 70% to further emphasize bottom-line results and (iii) moving the Committee Discretion element to be an overall modifier up/down instead of the current approach where it is a weighted element of the calculation. With regard to specific performance goals for 2024, we note that because the Company does not provide detailed revenue or earnings guidance, the specific 2024 financial goals are not detailed in this filing. We will publish the 2024 targets and the corresponding achievement in our 2025 Proxy Statement filing. Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

  32. 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. As discussed in the 2023 Proxy Statement, the Compensation Committee determined it was appropriate to award equity compensation in the form of EBITDA-based PSUs, TSR-based PSUs and stock options. The portion of the award delivered by 3-year cliff vesting TSR-PSUs was 40% of the total award, the portion of the award delivered via EBITDA-PSUs was 40% of the total award and the remaining 20% of the award was delivered in the form of stock options. In addition to regular annual awards, following ICE’s acquisition of Black Knight in September 2023, the Company granted certain employees, including the NEOs, a 100% performance-based one-time deal incentive equity award (the “Deal Incentive PSU” as disclosed in the Current Report on Form 8-K filed with the SEC on October 6, 2023 (the “Deal Incentive Form 8-K”) and described further below in the 2023 Acquisition Related Performance Share Award section). The Committee determined it appropriate to make this one-time award to ensure direct alignment for participating employees, including NEOs, with the achievement of our publicly committed objectives (expense and revenue synergies) in support of the deal.

  33. Stock Options

    Stock Options We 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 2023 award, the Compensation Committee determined that the options would vest ratably over a period of three years following the grant date. The Compensation Committee believes the use of stock options is appropriate given the Company’s continued positioning as a growth company.

  34. TSR-based PSUs

    TSR-based PSUs We introduced TSR-based PSUs in 2017 as a means of creating a stronger link between long-term stockholder value creation and executive rewards, granting 20% of LTI awards to our NEOs at the time. By 2021, we increased the weighting of TSR-based PSUs to 40% (from 30%) and decreased the weighting of EBITDA-based PSUs to 40% (from 50%) of each NEOs target annual LTI award value to place additional emphasis on multi-year performance and maintained that weighting for delivery of 2022 and 2023 awards. As illustrated below, the number of shares ultimately earned under these PSUs will vary based on the Company’s cumulative TSR performance over the three-year period relative to that of the S&P 500.

  35. 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 | | PSUs earned (as % of target) | 50% | 100% | 200% |

  36. TSR-based PSUs

    The 2023 TSR-based PSU awards will cliff vest in February 2026 upon the Compensation Committee’s determination of performance achievement. For TSR-PSU grants for which the performance period has been completed, results are noted below.

  37. TSR-based PSUs

    | | 2021 Award | 2020 Award | 2019 Award | | Performance Period | 1/1/2021 - 12/31/2023 | 1/1/2020 - 12/31/2022 | 1/1/2019 - 12/31/2021 | | Company Actual 3-Year TSR relative to S&P 500 3-Year TSR | 40th percentile | 40th percentile | 59th percentile | | PSUs earned (as % of target) | 80% | 80% | 137% |

  38. EBITDA-based PSUs

    EBITDA-based PSUs We chose 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 stockholder value, and it is the most prominent measure evaluated when determining the financial impact of actual and/or potential acquisitions. The Compensation Committee determined that a one-year performance period was appropriate again in 2023 for this portion of the long-term incentive awards because of the Company’s continued growth trajectory due, in part, to our acquisitive nature. The Compensation Committee determined that as a growth company that is continually developing new products and services and entering new markets, the one-year measure provides the Compensation Committee the opportunity to reset targeted EBITDA performance each year to account for the impact and financial expectations of new products, services, markets and acquisitions. The EBITDA-based PSUs were subject to ICE’s 2023 EBITDA performance as well as a stock market condition that could have reduced the number of shares that were earned above target based on ICE’s 2023 TSR as compared to the S&P 500 index. The number of shares that could have been earned based on ICE’s 2023 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 (113% of the EBITDA goal) performance level. EBITDA results excluded the impact of mid-year M&A activity, which could not be used to meet EBITDA performance targets. In the event ICE achieved above-target EBITDA performance, the stock market condition would have reduced the number of shares earned above target by 10 percentage points if ICE’s 2023 TSR was below the S&P 500 index’s 2023 TSR by 10% or less or reduced such shares by 20 percentage points if ICE’s 2023 TSR was below the S&P 500 index’s 2023 TSR by more than 10%. The table below illustrates the number of PSUs earned based on EBITDA performance and the impact of the stock market condition. Earned awards vest in three equal annual installments beginning in February 2024.

  39. EBITDA-based PSUs

    | | | Threshold Performance (85% of goal) | Target Performance (100% of goal) | Maximum Performance (113% of goal) | | 2023 Consolidated EBITDA | | $3,974 Million | $4,676 Million | $5,284 Million | | | Greater than or equal to S&P 500 Index 2023 TSR | 50% | 100% | 200% | | | Below S&P 500 Index 2023 TSR by 10% or less | | | 190% | | | Below S&P 500 Index 2023 TSR by greater than 10% | | | 180% |

  40. EBITDA-based PSUs

    The following annual equity awards were granted to the NEOs on February 3, 2023:

  41. EBITDA-based PSUs

    | Name and Position | Stock Options (1) (#) | TSR-Based PSUs (# at target) | EBITDA-Based PSUs (# at target) | | Jeffrey C. Sprecher Chair and Chief Executive Officer | 108,633 | 55,266 | 55,266 | | A. Warren Gardiner Chief Financial Officer | 12,780 | 6,501 | 6,501 | | Benjamin R. Jackson President, Intercontinental Exchange | 32,863 | 16,719 | 16,719 | | Lynn C. Martin President, NYSE Group | 20,083 | 10,217 | 10,217 | | Christopher S. Edmonds Chief Development Officer | 16,431 | 8,359 | 8,359 |

  42. EBITDA-based PSUs

    | (1) The stock options were granted with a strike price of $107.66, which was the closing price of our Common Stock on the grant date, February 3, 2023. |

  43. EBITDA-based PSUs

    In February 2024, the Compensation Committee determined that ICE’s EBITDA performance for 2023 was approximately 107.9% of target, as illustrated below.

  44. EBITDA-based PSUs

    | Financial Metric | 2023 Goal | 2023 Actual* | 2023 Actual Compared to 2023 Goal | | Consolidated EBITDA | $4,676 Million | $5,047 Million | 107.9% |

  45. EBITDA-based PSUs

    | * The 2023 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, 2023, as filed with the SEC on February 8, 2024. |

  46. EBITDA-based PSUs

    Because ICE’s 2023 EBITDA performance was above target, as detailed above, the award was subject to a reduction based on ICE’s 2023 TSR relative to that of the S&P 500. ICE’s TSR performance was below that of the S&P 500 by less than 10% and after the applicable reduction was applied, each NEO earned 154.7% of EBITDA-based PSUs set forth in the table above (down from 161% before the reduction). The first tranche (1/3) of shares earned pursuant to 2023 EBITDA-based PSUs vested on February 12, 2024. Subject to continued employment, the second and third tranches of shares earned are scheduled to vest in equal portions in February 2025 and February 2026. We do not pay any dividends or dividend equivalents on unearned PSUs. 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 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.

  47. EBITDA-based PSUs

    | | 2023 | 2022 | 2021 | 2020 | 2019 | | Overall EBITDA Achievement as a % of Target | 107.9% | 97.8% | 106.5% | 103.6% | 98.2% | | TSR Adjustment (if EBITDA Performance is Above Target) | -10% of the over-target amount | Not Applicable | -20% of the over-target amount | None (ICE TSR Exceeded S&P 500 TSR) | Not Applicable | | Resulting % of Target Shares Earned | 154.7% | 92.7% | 140.0% | 127.7% | 94.0% |

  48. EBITDA-based PSUs

    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 2023, 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.

  49. 2023 Acquisition Related Performance Share Award

    2023 Acquisition Related Performance Share Award Following ICE’s acquisition of Black Knight in September 2023, the Company granted certain employees, including the NEOs, a 100% performance-based one-time deal incentive equity award on October 4, 2023 (the “Deal Incentive PSUs” as disclosed in the Deal Incentive Form 8-K). In total, forty employees across the organization, and at a variety of levels, participated in the Deal Incentive PSUs, with 25% of the participation below the officer level. The rationale for making this one-time performance-based equity award was to directly align participating employees, including NEOs, with the achievement of our publicly committed objectives (expense and revenue synergies) in support of the deal. The grant date value of the award for each NEO is as follows (in each case, assuming a target level of performance were achieved): Mr. Sprecher: $8,000,000 (73,374 shares), Mr. Gardiner: $3,000,000 (27,515 shares), Mr. Jackson: $8,000,000 (73,734 shares), Ms. Martin: $1,500,000 (13,757 shares), and Mr. Edmonds: $3,000,000 (27,515 shares). With significant input from Compensation Advisory Partners (“CAP”), the Committee’s independent compensation consultant, the Deal Incentive PSUs were structured to include a number of provisions that align the award with the stated objectives. As illustrated below, these design elements include (i) only paying threshold amounts for meeting the publicly stated synergy targets, with any performance above threshold ‘funded’ by realization of additional synergies and capped at 125% of target, (ii) lengthy vesting requirements, with the first opportunity to vest in any shares following more than three years beyond the date of grant, (iii) additional vesting and holding period requirements in the event of up to and above target performance in performance period 1 and above target performance in performance period 2, and (iv) an overall award pool that is aligned with market practices in similar circumstances. For the avoidance of doubt, no award can be paid prior to February 8, 2028 (i.e., 4+ years after date of grant). Performance Periods: Performance Period 2: Grant Date (October 4, 2023) through December 31, 2027 (i.e., 4+ years) Performance Period 3: Grant Date (October 4, 2023) through December 31, 2028 (i.e., 5+ years) Performance Goals and Grid: Expense Synergy and Revenue Synergy. The calculation of these synergies is based on 2022 pro forma adjusted results. Progress on the synergies will be reported at least annually or until the maximum synergy target is met. The Committee will utilize the following Performance to determine the level at which the Deal Incentive PSUs are earned at the end of each applicable Performance Period as described above.

  50. 2023 Acquisition Related Performance Share Award

    | | Below Threshold(1) | Threshold | Target | Maximum | | Combined Expense Synergy(2) + Revenue Synergy(3) | < $325m | $325m | $340m | $370m | | % of Target Deal Incentive PSUs Earned(4) | 0% | 50% | 100% | 125% |

  51. 2023 Acquisition Related Performance Share Award

    | 1 | No Deal Incentive PSUs will be earned for performance below the Threshold performance level. |

  52. 2023 Acquisition Related Performance Share Award

    | 2 | For purposes of this award, “Expense Synergy” represents a permanent reduction in the cost base of ICE (not just Black Knight), which will not return in the foreseeable future. These include permanent headcount reduction due to elimination of a role, automation of a function, or consolidation of a function, replacing a headcount at a lower cost, elimination of consulting costs, vendor reductions, other third-party expenditure reductions, and event reductions. |

  53. 2023 Acquisition Related Performance Share Award

    | 3 | For purposes of this award, “Revenue Synergy” represents cross selling and new products sales between ICE, ICE Mortgage Technology (IMT) and Black Knight. These include sales of legacy IMT products to existing Black Knight customers and / or any sales of legacy Black Knight products to existing IMT customers, sales of Black Knight products by other ICE sales teams, price increases that can be clearly defined and attributed to improving / appending legacy Black Knight / IMT products with additional content, as ICE develops additional standalone and/or integrated mortgage related products. These are calculated as, in the case of a multi-year contract, the average Annual Contract Value, or ACV, of the contract or in the case of a one-year contract, the ACV in the year of the relevant measurement period. |

  54. 2023 Acquisition Related Performance Share Award

    | 4 | Deal Incentive PSUs will be earned on a straight-line basis between Threshold and Target performance and Target and Maximum performance. |

  55. Vesting Schedule

    Vesting Schedule The chart below illustrates the vesting schedule of the Deal Incentive PSU. The first possible vesting date is February 8, 2028.

  56. 2024 Equity Award Structure

    2024 Equity Award Structure For the 2024 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. In 2024, the Committee introduced a performance share award that utilizes an internal three-year performance measure (EBITDA) to complement the TSR-based PSU. The overall equity award granted to our NEOs in early February 2024 was 50% PSUs with a three-year measure (30% three-year TSR-based and 20% three-year EBITDA-based PSUs), 30% one-year EBITDA-based PSUs, and 20% stock options. With regard to the specific performance goals for purposes of the 2024 EBITDA-based PSU awards, we note that because the Company does not provide detailed revenue or earnings guidance, the specific EBITDA goals are not detailed in this filing. As we have done in this filing with respect to other awards, we will publish the EBITDA targets and the corresponding achievement in the Proxy Statement filing that follows the end of the performance period. Please refer to our Investor Relations website at www.ir.theice.com for publicly available information related to our financial performance.

  57. 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.

  58. Role of Compensation Consultant

    Role of Compensation Consultant During 2023, the Compensation Committee retained CAP to advise the Compensation Committee on executive compensation matters. The information provided by CAP in 2023 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 one-time performance-based deal incentive award, 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 2023, 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.

  59. 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 2023 peer group was substantially similar to the 2022 peer group, with the exception of removing IHS Markit after being acquired by S&P Global. The 2023 peer group consists of the following companies:

  60. Compensation Peer Group

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

  61. 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 2023 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.

  62. 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.

  63. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents information relating to the compensation earned by the NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  64. 2023 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 | 2023 | 1,250,000 | - | 19,899,842 | 2,974,980 | 3,406,250 | 19,800 | 27,550,872 | | Chairman and Chief Executive Officer | 2022 | 1,150,000 | - | 9,999,825 | 2,499,972 | 3,031,250 | 22,933 | 16,703,980 | | | 2021 | 1,050,000 | - | 8,599,877 | 2,149,989 | 2,835,000 | 153,520 | 14,788,386 | | A. Warren Gardiner | 2023 | 614,583 | - | 4,399,756 | 349,988 | 1,362,500 | 42,853 | 6,769,680 | | Chief Financial Officer | 2022 | 575,000 | - | 999,931 | 249,972 | 873,000 | 18,300 | 2,716,203 | | | 2021 | 487,917 | - | 899,773 | - | 742,500 | 17,400 | 2,147,590 | | Benjamin R. Jackson | 2023 | 725,000 | - | 11,599,902 | 899,973 | 1,580,500 | 101,736 | 14,907,111 | | President, Intercontinental Exchange | 2022 | 725,000 | - | 2,999,792 | 749,972 | 1,406,500 | 69,726 | 5,950,990 | | | 2021 | 725,000 | - | 3,000,000 | 749,984 | 1,566,000 | 74,336 | 6,115,320 | | Lynn C. Martin | 2023 | 714,583 | - | 3,699,850 | 549,985 | 1,580,500 | 19,800 | 6,564,718 | | President, NYSE Group | 2022 | 700,000 | - | 2,199,951 | 549,972 | 1,358,000 | 18,300 | 4,826,223 | | | 2021 | 700,000 | - | 2,699,914 | 549,990 | 1,134,000 | 17,400 | 5,101,304 | | Christopher S. Edmonds | 2023 | 664,583 | - | 4,799,820 | 449,973 | 1,471,500 | 29,233 | 7,415,109 | | Chief Development Officer | 2022 | 650,000 | - | 1,699,771 | 349,972 | 1,261,000 | 27,733 | 3,988,476 |

  65. 2023 Summary Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair value of all restricted stock unit 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 RSUs and 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 2023 (filed with our Annual Report on Form 10-K). Amounts shown are for annual PSUs that were granted in February 2023, February 2022, and February 2021. The value of the one-time Deal Incentive PSUs granted in October 2023 is also reflected in this column. The Deal Incentive PSUs are discussed further in the 2023 Acquisition Related Performance Share Award section. If the maximum level of performance were achieved for the PSUs granted in February 2023 and the Deal Incentive PSUs the reported amounts would equal $33,799,709, $6,549,541, $17,199,829, $6,274,756, and $7,349,670 for each of Mr. Sprecher, Mr. Gardiner, Mr. Jackson, Ms. Martin, and Mr. Edmonds respectively. |

  66. 2023 Summary Compensation Table

    | (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 2023 stock option awards are included in the 2023 Direct Compensation — Equity Compensation section of the Compensation Discussion & Analysis and footnote 1 of the 2023 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 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: risk-free interest rate 1.72%; expected life 6.04 years; expected volatility 22.74%; and expected dividend yield 1.17%. The values for our February 2021 awards were calculated using the following assumptions: a risk-free interest rate 0.64%; expected life 5.74 years; expected volatility 23.74%; and expected dividend yield 1.16%. For further information regarding grant date fair value calculations, see Note 11 to our Consolidated Financial Statements for 2023 (filed with our Annual Report on Form 10-K). |

  67. 2023 Summary Compensation Table

    | (3) The amounts in this column represent fiscal year 2021 through 2023 cash bonus awards that were paid in February of the following calendar year (i.e., February 2022, February 2023 and February 2024, respectively). For 2023, the NEOs were paid the amounts reported under “Non-Equity Incentive Plan Compensation” column pursuant to our Annual Executive Bonus Plan. |

  68. 2023 Summary Compensation Table

    | (4) The amounts in this column represent the items in the 2023 All Other Compensation Table below. |

  69. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table presents information relating to plan-based awards granted to the NEOs in fiscal year 2023. 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.

  70. 2023 Grants of Plan-Based Awards

    | | Grant Date and Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | Jeffrey C. Sprecher 2022 OIP | 2/3/2023(1) | | | | | | | 108,633 | 107.66 | 2,974,980 | | 2022 OIP | 2/3/2023(2) | | | | 27,633 | 55,266 | 110,532 | | | 5,949,938 | | 2022 OIP | 2/3/2023(3) | | | | 27,633 | 55,266 | 110,532 | | | 5,949,938 | | 2022 OIP | 10/4/2023(4) | | | | 36,687 | 73,374 | 91,718 | | | 7,999,967 | | EBP | (5) | N/A | 3,125,000 | 6,250,000 | | | | | | | | A. Warren Gardiner | | | | | | | | | | | | 2022 OIP | 2/3/2023(1) | | | | | | | 12,780 | 107.66 | 349,988 | | 2022 OIP | 2/3/2023(2) | | | | 3,250 | 6,501 | 13,002 | | | 699,898 | | 2022 OIP | 2/3/2023(3) | | | | 3,250 | 6,501 | 13,002 | | | 699,898 | | 2022 OIP | 10/4/2023(4) | | | | 13,757 | 27,515 | 34,394 | | | 2,999,960 | | EBP | (5) | N/A | 1,250,000 | 2,500,000 | | | | | | | | Benjamin R. Jackson | | | | | | | | | | | | 2022 OIP | 2/3/2023(1) | | | | | | | 32,863 | 107.66 | 899,973 | | 2022 OIP | 2/3/2023(2) | | | | 8,359 | 16,719 | 33,438 | | | 1,799,968 | | 2022 OIP | 2/3/2023(3) | | | | 8,359 | 16,719 | 33,438 | | | 1,799,968 | | 2022 OIP | 10/4/2023(4) | | | | 36,687 | 73,374 | 91,718 | | | 7,999,967 | | EBP | (5) | N/A | 1,450,000 | 2,900,000 | | | | | | | | Lynn C. Martin | | | | | | | | | | | | 2022 OIP | 2/3/2023(1) | | | | | | | 20,083 | 107.66 | 549,985 | | 2022 OIP | 2/3/2023(2) | | | | 5,108 | 10,217 | 20,434 | | | 1,099,962 | | 2022 OIP | 2/3/2023(3) | | | | 5,108 | 10,217 | 20,434 | | | 1,099,962 | | 2022 OIP | 10/4/2023(4) | | | | 6,878 | 13,757 | 17,196 | | | 1,499,926 | | EBP | (5) | N/A | 1,450,000 | 2,900,000 | | | | | | | | Christopher S. Edmonds | | | | | | | | | | | | 2022 OIP | 2/3/2023(1) | | | | | | | 16,431 | 107.66 | 449,973 | | 2022 OIP | 2/3/2023(2) | | | | 4,179 | 8,359 | 16,718 | | | 899,930 | | 2022 OIP | 2/3/2023(3) | | | | 4,179 | 8,359 | 16,718 | | | 899,930 | | 2022 OIP | 10/4/2023(4) | | | | 13,757 | 27,515 | 34,394 | | | 2,999,960 | | EBP | (5) | N/A | 1,350,000 | 2,700,000 | | | | | | |

  71. 2023 Grants of Plan-Based Awards

    | (1) Represents stock options granted on February 3, 2023. 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. |

  72. 2023 Grants of Plan-Based Awards

    | (2) Represents EBIDTA-based PSUs granted on February 3, 2023 with a three-year vesting schedule (33.3% vesting on February 12, 2024, upon approval of 2023 actual performance compared to the targets, and 33.3% on each of February 12, 2025 and 2026 subject to continued employment). The number of shares issued is determined based on the accomplishment of a 2023 EBITDA target as well as the company’s TSR relative to the S&P 500 index. Please see the 2023 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 2023 (filed with our Annual Report on Form 10-K). The actual EBIDTA-based PSUs earned based on 2023 performance were 154.7% of the target amounts noted in the above table. |

  73. 2023 Grants of Plan-Based Awards

    | (3) Represents TSR-based PSUs granted on February 3, 2023 with a three-year cliff vesting schedule (100% vesting on February 3, 2026, 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, 2023 through December 31, 2025. Please see the 2023 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. |

  74. 2023 Grants of Plan-Based Awards

    | (4) Represents Deal Incentive PSUs granted on October 4, 2023, as discussed in the 2023 Acquisition Related Performance Share Award section. The grant date fair value of this award was calculated in accordance with ASC Topic 718. |

  75. 2023 Grants of Plan-Based Awards

    | (5) Represents full-year target and maximum annual bonus payout levels. Bonus targets as a percentage of salary for 2023 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 awards granted 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 2023, the Compensation Committee authorized cash payments at 109% of target based on our financial performance under the plan. These payments are reflected under the “Non-Equity Incentive Plan Compensation” column of our 2023 Summary Compensation Table. |

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information relating to outstanding equity awards held by the NEOs for the fiscal year ended December 31, 2023, based on the price of our Common Stock on the NYSE at the time of closing on December 29, 2023, which was $128.43. 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.

  77. Outstanding Equity Awards at 2023 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 | 1/14/2016 | 175,165 | - | 50.01 | 1/14/2026 | | | | | | 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 | 63,132 | 31,567 | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 29,566 | 59,133 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | - | 108,633 | 107.66 | 2/3/2033 | | | | | | 2017 OIP | 2/5/2021 (3) | | | | | 17,572 | 2,256,772 | | | | 2017 OIP | 2/4/2022 (4) | | | | | 23,813 | 3,058,304 | | | | 2022 OIP | 2/3/2023 (5) | | | | | 85,497 | 10,980,316 | | | | 2022 OIP | 10/4/2023 (13) | | | | | | | 73,374 | 9,423,423 | | 2017 OIP | 2/5/2021 (6) | | | | | | | 30,125 | 3,868,928 | | 2017 OIP | 2/4/2022 (7) | | | | | | | 38,532 | 4,948,665 | | 2022 OIP | 2/3/2023 (8) | | | | | | | 55,266 | 7,097,812 | | A. Warren Gardiner | | | | | | | | | | | 2017 OIP | 2/4/2022 | 2,956 | 5,913 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | - | 12,780 | 107.66 | 2/3/2033 | | | | | | 2017 OIP | 2/5/2021 (3) | | | | | 1,839 | 236,183 | | | | 2017 OIP | 2/4/2022 (4) | | | | | 2,381 | 305,792 | | | | 2022 OIP | 2/3/2023 (5) | | | | | 10,057 | 1,291,627 | | | | 2017 OIP | 2/5/2021 (9) | | | | | 438 | 56,252 | | | | 2017 OIP | 2/26/2021 (10) | | | | | 907 | 116,486 | | | | 2022 OIP | 10/4/2023 (13) | | | | | | | 27,515 | 3,533,751 | | 2017 OIP | 2/4/2022 (7) | | | | | | | 3,853 | 494,841 | | 2022 OIP | 2/3/2023 (8) | | | | | | | 6,501 | 834,923 |

  78. Outstanding Equity Awards at 2023 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 | 1/20/2015 | 27,970 | - | 41.59 | 1/20/2025 | | | | | | 2013 OIP | 1/14/2016 | 25,305 | - | 50.01 | 1/14/2026 | | | | | | 2013 OIP | 1/18/2017 | 28,598 | - | 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 | 22,022 | 10,137 | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 8,869 | 16,970 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | - | 32,863 | 107.66 | 2/3/2033 | | | | | | 2017 OIP | 2/5/2021 (3) | | | | | 6,130 | 787,276 | | | | 2017 OIP | 2/4/2022 (4) | | | | | 7,144 | 917,504 | | | | 2022 OIP | 2/3/2023 (5) | | | | | 25,864 | 3,321,751 | | | | 2022 OIP | 10/4/2023 (13) | | | | | | | 73,374 | 9,423,423 | | 2017 OIP | 2/5/2021 (6) | | | | | | | 10,509 | 1,349,645 | | 2017 OIP | 2/4/2022 (7) | | | | | | | 11,559 | 1,484,522 | | 2022 OIP | 2/3/2023 (8) | | | | | | | 16,719 | 2,147,221 | | 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 | 16,150 | 8,075 | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 6,504 | 13,009 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | - | 20,083 | 107.66 | 2/3/2033 | | | | | | 2017 OIP | 2/5/2021 (3) | | | | | 4,495 | 577,293 | | | | 2017 OIP | 12/3/2021 (11) | | | | | 1,280 | 164,390 | | | | 2017 OIP | 2/4/2022 (4) | | | | | 5,240 | 672,973 | | | | 2022 OIP | 2/3/2023 (5) | | | | | 15,806 | 2,029,926 | | | | 2022 OIP | 10/4/2023 (13) | | | | | | | 13,757 | 1,766,812 | | 2017 OIP | 2/5/2021 (6) | | | | | | | 7,706 | 989,733 | | 2017 OIP | 2/4/2022 (7) | | | | | | | 8,477 | 1,088,701 | | 2022 OIP | 2/3/2023 (8) | | | | | | | 10,217 | 1,312,169 |

  79. Outstanding Equity Awards at 2023 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) | | 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 | 7,340 | 2,796 | 114.19 | 2/5/2031 | | | | | | 2017 OIP | 2/4/2022 | 4,139 | 8,278 | 129.76 | 2/4/2032 | | | | | | 2022 OIP | 2/3/2023 | - | 16,431 | 107.66 | 2/3/2033 | | | | | | 2017 OIP | 2/5/2021 (3) | | | | | 2,043 | 262,382 | | | | 2017 OIP | 2/4/2022 (4) | | | | | 3,334 | 428,186 | | | | 2022 OIP | 5/13/2022 (12) | | | | | 2,035 | 261,355 | | | | 2022 OIP | 2/3/2023 (5) | | | | | 12,931 | 1,660,776 | | | | 2022 OIP | 10/4/2023 (13) | | | | | | | 27,515 | 3,533,751 | | 2017 OIP | 2/5/2021 (6) | | | | | | | 3,502 | 449,813 | | 2017 OIP | 2/4/2022 (7) | | | | | | | 5,394 | 692,751 | | 2022 OIP | 2/3/2023 (8) | | | | | | | 8,359 | 1,073,546 |

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) 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. |

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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 29, 2023 ($128.43) times the number of shares or units of stock that have not vested. |

  82. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents EBITDA-based PSUs granted on February 5, 2021 and earned based on the achievement of 2021 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 2021 actual performance compared to the target, and 33.3% on each of February 15, 2023 and 2024 subject to continued employment). Payout values reflect actual performance, which was 140% of the target performance level. |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) 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. |

  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) 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. |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents TSR-based PSUs granted on February 5, 2021 and earned based on ICE’s TSR vs. the S&P 500 over a three-year period commencing 1/1/2021. These PSUs cliff vest in February 2024 upon approval of actual performance compared to the targets. Payout values reflect 80% of the target performance level. |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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 1/1/2022. These PSUs cliff vest in February 2025 upon approval of actual performance compared to the targets. Payout values reflect 100% of the target performance level. |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (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 1/1/2023. 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. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) Represents time-based restricted stock units granted on February 5, 2021, with a three-year vesting schedule (33.3% vesting on each of February 5, 2022, 2023, and 2024 subject to continued employment). |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) Represents time-based restricted stock units granted on February 26, 2021, with a three-year vesting schedule (33.3% vesting on each of February 26, 2022, 2023, and 2024 subject to continued employment). |

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) Represents time-based restricted stock units 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). |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) 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). |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) 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, as discussed in the 2023 Acquisition Related Performance Share Award section. |

  93. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table presents information relating to stock option awards exercised and stock awards vested, respectively, during fiscal year 2023 for the NEOs.

  94. Option Exercises and Stock Vested During 2023

    | | Option Awards Exercised in 2023 | | Stock Awards Vested in 2023 | | | 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 | 211,325 | 14,083,738 | 82,030 | 8,882,942 | | A. Warren Gardiner | - | - | 6,545 | 702,821 | | Benjamin R. Jackson | 24,660 | 1,808,768 | 23,143 | 2,507,178 | | Lynn C. Martin | - | - | 18,169 | 1,976,923 | | Christopher S. Edmonds | 4,223 | 214,666 | 10,505 | 1,141,221 |

  95. Option Exercises and Stock Vested During 2023

    | (1) 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. |

  96. Option Exercises and Stock Vested During 2023

    | (2) These shares represent PSUs initially granted on February 7, 2020, February 5, 2021, and February 4, 2022 that vested in 2023. 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, RSU grants on February 7, 2020, February 5, 2021, and February 26, 2021, each with a three-year vesting schedule (33.3% vesting on each of February 7, 2021, 2022 and 2023; 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 4, 2022 with a three-year vesting schedule (33.3% vesting on each of December 4, 2023, 2024, and 2025, subject to continued employment). For Mr. Edmonds, RSUs granted on May 15, 2023 with a three-year vesting schedule (33.3% vesting on each of May 15, 2023, 2024, and 2025, subject to continued employment). |

  97. Option Exercises and Stock Vested During 2023

    | (3) The amounts in this column are calculated by multiplying the number of shares that in each case vested during 2023 by the fair market value of our Common Stock on the applicable vesting date. |

  98. 2023 Pension Benefits

    2023 Pension Benefits We do not offer an active defined benefit pension plan or any other form of active supplemental executive retirement plan.

  99. 2023 Potential Payments upon Termination or Change in Control

    2023 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 $128.43 for our Common Stock on the NYSE on December 29, 2023. 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.

  100. 2023 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) | - | - | - | - | 12,843,750 | 12,843,750 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 43,034 | 43,034 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 42,090,414 | 42,090,414 | 42,090,414 | | Total: | 0 | 0 | 0 | 42,090,414 | 54,977,198 | 54,977,198 | | A. Warren Gardiner | | | | | | | | Cash Severance (1) | - | - | - | - | 2,396,000 | 2,396,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 60,273 | 60,273 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 6,746,333 | 6,746,333 | 6,746,333 | | Total: | 0 | 0 | 0 | 6,746,333 | 9,202,606 | 9,202,606 | | Benjamin R. Jackson | | | | | | | | Cash Severance (1) | - | - | - | - | 4,263,000 | 4,263,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 54,962 | 54,962 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 19,667,524 | 19,667,524 | 19,667,524 | | Total: | 0 | 0 | 0 | 19,667,524 | 23,985,486 | 23,985,486 | | Lynn C. Martin | | | | | | | | Cash Severance (1) | - | - | - | - | 4,166,000 | 4,166,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 0 | 0 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 8,816,164 | 8,816,164 | 8,816,164 | | Total: | 0 | 0 | 0 | 8,816,164 | 12,982,164 | 12,982,164 | | Christopher S. Edmonds | | | | | | | | Cash Severance (1) | - | - | - | - | 3,872,000 | 3,872,000 | | Cost of Welfare Benefits Continuation (2) | - | - | - | - | 60,273 | 60,273 | | Value of Equity Awards Subject to Accelerated Vesting (3) | - | - | - | 8,383,666 | 8,383,666 | 8,383,666 | | Total: | 0 | 0 | 0 | 8,383,666 | 12,315,939 | 12,315,939 |

  101. 2023 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, 2023 (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 and Edmonds and Ms. Martin, the remaining term has been assumed to be two years. Also, in light of the assumed termination date of December 29, 2023, the fiscal year 2022 bonus that was paid in February 2023 is the last bonus paid for purposes of the severance calculation under the employment agreements. |

  102. 2023 Potential Payments upon Termination or Change in Control

    | (2) For each NEO, the welfare benefit costs include estimated costs 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 2023. |

  103. 2023 Potential Payments upon Termination or Change in Control

    | (3) The market value of stock awards is calculated based on the closing price of our Common Stock on NYSE on December 29, 2023: $128.43. 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 $128.43 and the option’s strike price at December 29, 2023 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 29, 2023. |

  104. 2023 Potential Payments upon Termination or Change in Control

    | (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. |

  105. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION As with our executive compensation program, the Compensation Committee utilizes the services of an independent compensation consultant to benchmark the competitiveness of our director compensation program, including compensation offered for service on subsidiary boards. During 2023, the Compensation Committee reviewed a director compensation benchmarking report from CAP that analyzed each aspect of director compensation against the same peer companies that were utilized for the executive compensation benchmarking report. Based on the results of this report and consultation with its compensation consultant, the Compensation Committee approved the following non-employee director compensation pay levels for 2023:

  106. NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | An annual retainer of $100,000; |

  107. NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | An annual retainer of $15,000 for members of the Audit Committee and $10,000 for members of the Compensation Committee, Nominating & Corporate Governance Committee and Risk Committee; |

  108. NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | An annual retainer for committee chairpersons (in lieu of the committee member retainers described above) of $35,000 for the Audit Committee, $30,000 for the Compensation Committee, and $25,000 for the Nominating & Corporate Governance Committee and Risk Committee; |

  109. NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | A lead independent director fee of $65,000; and |

  110. NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | A grant of $220,000 in the form of RSUs that vest one year from the date of grant (with the number of units calculated at the time of grant by dividing the annual grant value by the closing price per share on the grant date). |

  111. NON-EMPLOYEE DIRECTOR COMPENSATION

    Directors do not receive fees for individual Board of Directors or committee meetings in addition to the annual retainers referenced above. Directors who are also ICE employees do not receive additional compensation for serving as directors.

  112. 2023 Director Compensation Table

    2023 Director Compensation Table The following table presents information relating to compensation for our non-employee directors for the fiscal year ending December 31, 2023.

  113. 2023 Director Compensation Table

    | Name and Principal Position | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Hon. Sharon Y. Bowen | 110,000 | 219,949 | 130,000 | 459,949 | | Shantella E. Cooper | 132,500 | 219,949 | - | 352,449 | | Duriya M. Farooqui | 115,000 | 219,949 | 95,000 | 429,949 | | Lord Hague of Richmond | 120,000 | 244,904 | 126,240 | 491,144 | | Mark F. Mulhern | 142,500 | 219,949 | 55,000 | 417,449 | | Thomas E. Noonan | 190,000 | 219,949 | - | 409,949 | | Caroline L. Silver | 110,000 | 244,904 | 136,970 | 491,874 | | Judith A. Sprieser | 142,500 | 244,904 | 125,396 | 512,800 | | Martha A. Tirinnanzi | 115,000 | 219,949 | 110,000 | 444,949 |

  114. 2023 Director Compensation Table

    | (1) The amounts in this column represent fiscal year 2023 cash payments for Board and committee retainers. |

  115. 2023 Director Compensation Table

    | (2) The amounts in this column represent the aggregate fair value of RSUs granted for ICE Board and subsidiary board service in the 2023 calendar year calculated in accordance with ASC Topic 718, which is equal to our closing stock price on the grant date, $108.03, times the number of RSUs granted. Annual awards to directors were granted on May 19, 2023. As of December 31, 2023, each of Lord Hague, Ms. Silver, and Ms. Sprieser held 2,267 unvested RSUs; each of Mses. Bowen, Cooper, Farooqui, Tirinnanzi, and Messrs. Mulhern and Noonan held 2,036 unvested RSUs. |

  116. 2023 Director Compensation Table

    | (3) 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. |

  117. 2023 Director Compensation Table

    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.

  118. 2023 Director Compensation Table

    | Name and Principal Position | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Hon. Sharon Y. Bowen | 110,000 | 219,949 | - | 329,949 | | Shantella E. Cooper | 132,500 | 219,949 | - | 352,449 | | Duriya M. Farooqui | 115,000 | 219,949 | - | 334,949 | | Lord Hague of Richmond | 120,000 | 219,949 | - | 339,949 | | Mark F. Mulhern | 142,500 | 219,949 | - | 362,449 | | Thomas E. Noonan | 190,000 | 219,949 | - | 409,949 | | Caroline L. Silver | 110,000 | 219,949 | - | 329,949 | | Judith A. Sprieser | 142,500 | 219,949 | - | 362,449 | | Martha A. Tirinnanzi | 115,000 | 219,949 | - | 334,949 |

  119. 2023 Director Compensation Table

    | (1) The amounts in this column represent fiscal year 2023 cash payments for Board and committee retainers. |

  120. 2023 Director Compensation Table

    | (2) The amounts in this column represent the aggregate fair value of RSUs granted for ICE Board service in the 2023 calendar year calculated in accordance with ASC Topic 718, which is equal to our closing stock price on the grant date, $108.03, times the number of RSUs granted. These amounts exclude grants made in connection with subsidiary board service. Annual awards to directors were granted on May 19, 2023. As of December 31, 2023, each of Lord Hague, Ms. Silver, and Ms. Sprieser held 2,267 unvested RSUs; each of Mses. Bowen, Cooper, Farooqui, Tirinnanzi, and Messrs. Mulhern and Noonan held 2,036 unvested RSUs. |

  121. 2023 Director Compensation Table

    | (3) Excludes 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. These amounts are reflected in the 2023 Director Compensation Table above, as required by Item 402(k) of Regulation S-K. The table above 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. |

  122. 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, 2023. 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 2023 annual total compensation of $27,550,872, as reflected in the 2023 Summary Compensation Table above. Our identified median employee’s annual total compensation for 2023, as calculated using the same methodology, was $133,506. As a result, we estimate that Mr. Sprecher’s 2023 annual total compensation was approximately 206 times that of our median employee.

  123. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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 2023 performance year can be found in the Compensation Discussion and Analysis .

  124. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for P EO(1) | Compensation Actually Paid to P EO(2) | | Average Summary Compensation Table Total for non- P EO NEOs(1)(3) | Average Compensation Actually Paid to non- P EO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions)(6) | Adjusted EBITDA (in millions)(7) | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | | | | 2023 | $27,550,872 | | 46,080,233 | $8,914,154 | $12,861,723 | $146.35 | $134.30 | $2,368 | $5,047 | | 2022 | $16,703,980 | -$ | 720,835 | $4,370,473 | $1,439,562 | $115.12 | $102.76 | $1,446 | $4,760 | | 2021 | $14,788,386 | | 27,305,887 | $4,055,015 | $6,472,548 | $151.31 | $130.28 | $4,058 | $4,627 | | 2020 | $14,536,259 | | 32,859,165 | $4,731,858 | $9,220,503 | $126.15 | $119.15 | $2,089 | $3,668 |

  125. PAY VERSUS PERFORMANCE

    | (1) Represents the total compensation for our CEO, Mr. Sprecher, and the average total compensation for our non-CEO NEOs from the Summary Compensation Table for 2023, 2022, 2021, and 2020. |

  126. PAY VERSUS PERFORMANCE

    | (2) Represents the total compensation from the Summary Compensation Table for our CEO and the average total compensation for our non-CEO NEOs during 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. |

  127. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2023 | | 2022 | | | | | | | P EO | Average Non- P EO NEOs | P EO | | Average Non- P EO NEOs | | | Summary Compensation Table Total | | $27,550,872 | $8,914,154 | | 16,703,980 | | 4,370,473 | | - Stock and Option Awards (a) | | $22,874,822 | $6,687,312 | | 12,499,797 | | 2,449,833 | | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | $35,627,474 | $9,518,746 | | 8,818,596 | | 1,753,552 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | $4,624,487 | $900,029 | -$ | 11,818,153 | -$ | 1,959,594 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $738,189 | $126,718 | -$ | 2,243,717 | -$ | 334,757 | | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $414,033 | $89,388 | | 318,256 | | 59,721 | | Compensation Actually Paid | | $46,080,233 | $12,861,723 | -$ | 720,835 | | 1,439,562 |

  128. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2021 | | | | 2020 | | | | | P EO | | Average Non- P EO NEOs | | P EO | Average Non- P EO NEOs | | Summary Compensation Table Total | | | 14,788,386 | | 4,055,015 | $14,536,259 | $4,731,858 | | - Stock and Option Awards (a) | | | 10,749,866 | | 2,129,927 | $10,749,860 | $2,712,415 | | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | | 17,460,293 | | 3,371,012 | $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 | | 6,127,842 | | 1,240,419 | $9,607,500 | $2,312,399 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | -$ | 495,424 | -$ | 98,789 | $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 | | 174,656 | | 34,818 | $71,417 | $18,020 | | Compensation Actually Paid | | | 27,305,887 | | 6,472,548 | $32,859,165 | $9,220,503 |

  129. PAY VERSUS PERFORMANCE

    | (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. |

  130. PAY VERSUS PERFORMANCE

    | (b) 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. |

  131. PAY VERSUS PERFORMANCE

    | (3) Our non-PEO NEOs include the following individuals for each year: for 2023, Messrs. Gardiner, Jackson, Edmonds and Ms. Martin; for 2022, Messrs. Gardiner, Jackson, Edmonds and Ms. Martin; for 2021, Messrs., Gardiner, Hill, Jackson, Goone, and Ms. Martin; and for 2020, Messrs. Hill, Jackson, Goone, and Ms. Martin. |

  132. PAY VERSUS PERFORMANCE

    | (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. |

  133. PAY VERSUS PERFORMANCE

    | (5) The Peer Group reflects the Company’s compensation benchmarking peer group in each applicable year, as defined in each proxy statement. |

  134. PAY VERSUS PERFORMANCE

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  135. PAY VERSUS PERFORMANCE

    | (7) 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. |

  136. Statement by Our Board of Directors Against the Stockholder Proposal

    | • | Mr. Sprecher is close to many facets of our business, including through his frequent contact with our customers, regulators and stockholders. |

  137. Election of Directors

    Election of Directors Our Bylaws provide for a majority vote standard in the election of directors in uncontested elections. This means that a majority of the votes cast by stockholders entitled to vote “for” or “against” the election of a director nominee must be voted “for” the director nominee in order for that director nominee to be elected. A director who fails to receive a majority of “for” votes will be required to tender his or her resignation. An “abstention” from voting on this matter will be treated as “present” for quorum purposes. However, since an abstention is not treated as a vote “for” or “against” the election of any nominee, it will have no effect on the outcome of the vote.