A. Warren Gardiner
Intercontinental ExchangeAbout A. Warren Gardiner
A. Warren Gardiner is Chief Financial Officer of Intercontinental Exchange (ICE), serving since May 2021; he is 44 years old and oversees finance, accounting, treasury, tax, audit, controls, investor relations, and coordinates marketing and public relations. He previously served as ICE’s VP, Investor Relations (2017–2021), was an equity research director/VP at Evercore ISI (2013–2017), and earlier an equity research analyst at Barclays; he is a CFA charterholder and holds a B.A. in Managerial Economics from Union College . ICE’s recent performance highlights under his tenure include 2023 net revenues of $8.0B, GAAP diluted EPS of $4.19, adjusted diluted EPS up 6% year-over-year, record operating income and adjusted operating income (+9% YoY), operating cash flow of $3.5B, adjusted free cash flow up 10% YoY, and three-year TSR of 16% to Dec 31, 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICE | VP, Investor Relations | Jul 2017–May 2021 | Led investor and rating agency engagement; supported capital markets communication |
| Evercore ISI | Director, Equity Research; Vice President, Equity Research | Feb 2016–May 2017; Apr 2013–Feb 2016 | Sell-side coverage; analytical expertise in capital markets |
| Barclays | Equity Research Analyst | Prior to 2013 | Sector research; foundational analytical experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CFA Institute | CFA Charterholder | N/A | Professional credential signaling finance and governance expertise |
| Union College | B.A., Managerial Economics | N/A | Quantitative/economic training supporting CFO role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (as of June, $) | $600,000 | $625,000 | $675,000 |
| Target Annual Bonus (% of Salary) | 150% | 200% | 200% |
| Target Equity Compensation ($) | $1,250,000 | $1,750,000 | $2,250,000 |
| All Other Compensation ($) | $18,300 | $42,853 | $20,700 |
Performance Compensation
Annual Bonus Outcomes
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Bonus Payout (% of Target) | 97% | 109% | 108% |
| Bonus Paid ($) | $873,000 | $1,362,500 | $1,458,000 |
Equity Grant Structure and Counts
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Options (#) | 8,869; strike $129.76; exp 2/4/2032 | 12,780; strike $107.66; exp 2/3/2033 | 11,980; strike $135.46; exp 2/12/2034 |
| TSR-based PSUs (# at target) | 3,853 | 6,501 | 4,983 |
| 1-year EBITDA PSUs (# at target) | 3,853 | 6,501 | 4,983 |
| 3-year EBITDA PSUs (# at target) | — | — | 3,322 (cliff vest Feb 2027) |
PSU Achievement and Vesting
| PSU Type | Target Period | Target/Threshold/Max | Actual Achievement | Vesting |
|---|---|---|---|---|
| 1-year EBITDA (granted Feb 2022) | FY 2022 | 85%/100%/113% of EBITDA goal; 0–200% shares with TSR down-side modifier | 92.7% of target shares earned | Earned awards vest 33.3% in Feb 2023/2024/2025 |
| TSR-based (granted Feb 2022) | 3-year TSR vs S&P 500 | 0–200% based on percentile | 122.8% of target (56th percentile), vested Feb 2025 | |
| 1-year EBITDA (granted Feb 2023) | FY 2023 | 0–200% similar construct | 107.9% of target | Paid/vested per plan in 2024 |
| 1-year EBITDA (granted Feb 2024) | FY 2024 | 0–200% of target (specific goals undisclosed) | 129.9% of target, vested Feb 2025 | |
| 3-year EBITDA (granted Feb 2024) | 2024–2026 | Threshold 85%, Target 100%, Max 125%; 0–200% shares | TBD (disclosed in 2027 proxy) | Cliff vest Feb 2027 upon determination |
Outstanding and Vested in 2024
| Metric | Value |
|---|---|
| Shares vested in 2024 (PSUs/RSUs) | 7,726 shares; $1,046,351 value |
| Options exercised in 2024 | None |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 34,022; <1% of class (574,498,015 shares outstanding as of Mar 20, 2025) |
| Options Outstanding (Exercisable/Unexercisable) at 12/31/2024 | 5,912 / 2,957 (2017 OIP 2/4/2022; $129.76, exp 2/4/2032) |
| Options Outstanding (Exercisable/Unexercisable) at 12/31/2024 | 4,260 / 8,520 (2022 OIP 2/3/2023; $107.66, exp 2/3/2033) |
| Options Outstanding (Unexercisable) at 12/31/2024 | 11,980 (2022 OIP 2/12/2024; $135.46, exp 2/12/2034) |
| Unvested RSUs (select) | 1,191 (2017 OIP 2/4/2022); 6,705 (2022 OIP 2/3/2023); 3,322 & 6,473 (2022 OIP 2/12/2024) |
| Unearned PSUs (select) | 27,515 (Deal Incentive PSUs 10/4/2023); 4,731 (2017 OIP 2/4/2022); 6,501 (2022 OIP 2/3/2023); 4,983 (2022 OIP 2/12/2024) |
| Stock Ownership Guidelines | NEOs required to hold 4x base salary; average NEO multiple 17x (2024); all in compliance; anti-hedging and anti-pledging requirements |
Policy note: “Ownership” counts outright shares, vested in-the-money options, and unvested time RSUs; PSUs and underwater options do not count toward guidelines .
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date (CFO) | Appointed CFO on May 15, 2021 |
| Contract Term & Auto-Renewal | Initial two-year term auto-extends daily so there are always two years remaining |
| Non-Compete | 18 months post-termination; prohibits similar managerial duties at competitive venues in U.S., Canada, U.K., Singapore; passive ownership up to 5% permitted |
| Confidentiality | Customary provisions during employment and at least five years post-termination; trade secrets protected indefinitely |
| Severance (No CIC) | Lump sum equal to remaining term salary plus 2× the greater of: average last three bonuses or last bonus; equity that would vest within two years accelerates; COBRA cash payment for two years |
| Change-in-Control (Double Trigger) | Cash severance = 2× salary + 2× greater of applicable bonus metrics; all equity accelerates (earned for completed periods, in-progress earned post-period and then vests); COBRA cash payment; no excise tax gross-up |
| Illustrative 12/29/2023 Termination Values | Cash severance $2,396,000; Welfare benefits $60,273; Equity acceleration $6,746,333; Total $9,202,606 |
| Clawbacks | Mandatory Dodd-Frank clawback (3-year look-back) and discretionary misconduct/fraud clawback; awards and option proceeds recoverable |
Compensation Structure Analysis
- Pay mix is heavily at-risk and equity-linked: >90% of NEO targeted compensation variable; >68% delivered through equity; option grants at fair market value only (no repricing) .
- Emphasis shifting to multi-year performance: introduction of 3-year EBITDA PSUs in 2024; TSR PSUs with 3-year performance; aligns payouts with sustained value creation .
- Target levels increased YoY for retention and market alignment: Gardiner’s target bonus raised from 150% to 200% in 2023; target equity moved from $1.25M (2022) to $1.75M (2023) to $2.25M (2024) .
- Bonus governance: Committee reported no discretionary adjustments in 2024; payouts funded at 108% based on metrics .
Performance & Track Record
- ICE delivered record financials in 2023: net revenues $8.0B, adjusted diluted EPS up 6%, adjusted operating income up 9%, adjusted FCF up 10% .
- Three-year TSR of 16% through Dec 31, 2023; 2022 TSR PSUs paid at 122.8% (56th percentile) in Feb 2025, evidencing above-median stock performance .
- CFO execution highlights: led Black Knight synergy delivery, capital structure optimization to target leverage, increased buybacks, enhanced transparency and controls, and investor/rating agency engagement .
Equity Award Vesting Schedules (Selected)
| Award | Vesting Detail |
|---|---|
| RSUs granted Feb 5, 2021 | 33.3% each on Feb 5, 2022/2023/2024 |
| RSUs granted Feb 26, 2021 | 33.3% each on Feb 26, 2022/2023/2024 |
| RSUs granted May 13, 2022 | 33.3% each on May 13, 2023/2024/2025 |
| 1-year EBITDA PSUs (2022 grant) | Earned shares vest 33.3% Feb 2023/2024/2025 |
| 3-year EBITDA PSUs (2024 grant) | Cliff vest Feb 2027 upon performance determination |
Equity Ownership & Insider Selling Pressure Indicators
- No option exercises in 2024; 7,726 shares vested (PSUs/RSUs) with $1,046,351 value, suggesting limited realized selling pressure from options in 2024 and potential PSU/RSU delivery-driven flows around vest dates .
- Significant unearned PSU balances (e.g., 27,515 Deal Incentive PSUs; 4,983 TSR PSUs 2024 grant) and unexercisable options (e.g., 11,980 from 2024 grant) imply future vest/exercise events that can create periodic supply; anti-hedging/anti-pledging policy reduces alignment risk .
Governance, Peer Positioning, and Ownership Policy
- Compensation Committee utilizes independent consultant and targets positioning between median and 75th percentile; Gardiner’s 2024 target total direct compensation positioned below 25th percentile, indicating conservative benchmark placement .
- Ownership policy requires 4× salary for NEOs; all officers and directors in compliance, average NEO multiple 17× in 2024; anti-hedging/anti-pledging policy enforced .
- 2019 peer group included industry comparables: CME, Deutsche Börse, Nasdaq, Mastercard, Visa, S&P Global, Fiserv, FIS, Moody’s, LSE, and others .
Investment Implications
- Alignment: High at-risk/equity mix, robust clawbacks, strict ownership/anti-pledging policies, and double-trigger CIC protections align Gardiner’s incentives with long-term shareholder value while limiting governance red flags (no excise tax gross-ups; no option repricing) .
- Retention: Raised target bonus and equity over 2022–2024 and auto-renewing two-year contract term with 18-month non-compete create retention stickiness; severance economics (2× salary/bonus) are meaningful without being outsized versus market .
- Trading signals: Upcoming vest cliffs (e.g., 2027 3-year EBITDA PSUs) and annual PSU vest events may create predictable share delivery cadence; limited option exercises in 2024 reduce near-term selling pressure risk. Monitoring Form 4s around February and May vest dates is prudent for flow-aware trading .
- Execution: Evidence of synergy delivery and capital discipline under Gardiner supports confidence in targets driving bonus/PSU payouts; above-median TSR PSU outcome (122.8%) and elevated 2024 EBITDA PSU payout (129.9%) indicate strong operational execution .