Benjamin R. Jackson
Intercontinental ExchangeAbout Benjamin R. Jackson
Benjamin R. Jackson is President of Intercontinental Exchange (ICE) and has served in this role since November 2017. He oversees ICE’s global technology, information security, and operations; coordinates global futures and OTC trading businesses; and leads integration planning and execution of acquisitions. He also serves as Chair of ICE Mortgage Technology Holdings, Inc. He holds a Bachelor of Science in Economics from John Carroll University with supporting studies at the London School of Economics and Political Science . ICE delivered nineteenth consecutive year of record revenues, net revenues of $9.3B, GAAP diluted EPS of $4.78, adjusted diluted EPS of $6.07 (+8% YoY), record operating income of $4.3B, and record adjusted free cash flow of $3.6B (+13% YoY) for 2024, with a 3-year TSR of 14% (Dec 31, 2021–Dec 31, 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intercontinental Exchange | President | 2017–present | Leads global technology, information security, operations; coordinates global trading; integration of acquisitions; Chair of ICE Mortgage Technology Holdings, Inc. |
| Intercontinental Exchange | Chief Commercial Officer | Not disclosed | Commercial leadership across businesses |
| ICE Futures U.S. | President & COO | Not disclosed | Leadership of ICE’s U.S. futures exchange operations |
| SunGard | Senior EVP, Energy & Commodities segment | Not disclosed | Led software/technology business for commodity market participants |
| SunGard Kiodex | President | Not disclosed | Led commodity risk management platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICE Mortgage Technology Holdings, Inc. (subsidiary) | Chair | Not disclosed | Oversight of mortgage technology platform and integration |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 725,000 | 725,000 | 768,750 |
| Stock Awards ($) | 2,999,792 | 11,599,902 | 3,999,863 |
| Stock Option Awards ($) | 749,972 | 899,973 | 999,968 |
| Non-Equity Incentive Plan Compensation ($) | 1,406,500 | 1,580,500 | 1,728,000 |
| All Other Compensation ($) | 69,726 | 101,736 | 102,636 |
| Total ($) | 5,950,990 | 14,907,111 | 7,599,217 |
2024 Target Direct Compensation (as set by the Compensation Committee):
- Base salary: $800,000
- Target annual bonus: 200% of base salary
- Target equity compensation: $5,000,000
- Target total direct compensation: $7,400,000; peer positioning: 50th–75th percentile
Perquisites (selected):
- Corporate aircraft personal use: $75,000 (incremental cost) for Jackson in 2024 .
- Enhanced life and supplemental disability insurance (grandfathered U.S. executive officers) .
Performance Compensation
2024 Annual Bonus Plan (Company-wide formula)
| Metric | Weighting | Threshold ($M) | Target ($M) | Max ($M) | Actual Result ($M) | Weighted Funding |
|---|---|---|---|---|---|---|
| Net Revenue | 30% | 7,664 | 9,016 | 13,524 | 9,279 | 31.8% |
| Adjusted Operating Income | 70% | 4,429 | 5,210 | 7,815 | 5,469 | 77.0% |
| Final Funding | — | — | — | — | — | 108% |
Individual non-financial MBOs considered but no discretionary adjustment; Jackson’s 2024 contributions included leadership across mortgage segment integration, technology platforms, operations, risk management and cybersecurity; excellent performance vs Black Knight synergy targets .
Jackson’s 2024 annual bonus paid: $1,728,000 (108% of target) .
Equity PSU Outcomes and Vesting
| Award | Performance Measure | Target | Actual | Payout (% of target) | Vesting |
|---|---|---|---|---|---|
| 2024 One-Year EBITDA PSU | Consolidated EBITDA ($M) | 5,738 | 5,995 | 129.9% | 1/3 on Feb 15, 2025; 1/3 in Feb 2026; 1/3 in Feb 2027 (subject to continued employment) |
| 2022 Three-Year TSR PSU | 3-year TSR percentile vs S&P 500 | 50th percentile | 56th percentile | 122.8% | Cliff vest in Feb 2025 upon determination |
2024 LTI award mix: 20% stock options, 30% three-year TSR PSUs, 30% one-year EBITDA PSUs, 20% year-three EBITDA PSUs . 2025 LTI shift: 70% PSUs (30% three-year TSR; 40% three-year EBITDA), 30% RSUs; eliminated one-year EBITDA PSUs and options .
Equity Ownership & Alignment
- Beneficial ownership: 343,752 shares; <1% of outstanding common stock (574,498,015 shares as of Mar 20, 2025) .
- Stock ownership policy: NEO ownership requirement = 4x base salary; all in compliance; policy counts outright, vested in-the-money options, and unvested time-based RSUs; excludes performance-based unearned awards .
- Anti-hedging and anti-pledging: Prohibits hedging, derivatives, margin accounts, and pledging company stock (updated Dec 2024) .
Outstanding equity awards (as of Dec 31, 2024; close price $149.01):
- Options (selected grants):
- 2/4/2022: 17,739 exercisable; 8,870 unexercisable; $129.76 strike; expires 2/4/2032
- 2/3/2023: 10,954 exercisable; 21,909 unexercisable; $107.66 strike; expires 2/3/2033
- 2/12/2024: — exercisable; 26,622 unexercisable; $135.46 strike; expires 2/12/2034; vests ratably over 3 years
- Unvested stock/earned PSUs (as of year-end):
- 3,572 units (2017 OIP, 2/4/2022): $532,264 market value
- 17,243 units (2022 OIP, 2/3/2023): $2,569,379
- 7,382 units (2022 OIP, 2/12/2024): $1,099,992
- 14,384 units (2022 OIP, 2/12/2024): $2,143,334
- Unearned PSUs (performance periods in progress) and associated year-end market values:
- 73,374 units (2022 OIP, 10/4/2023): $10,933,460
- 14,194 units (2017 OIP, 2/4/2022): $2,115,115
- 16,719 units (2022 OIP, 2/3/2023): $2,491,298
- 11,073 units (2022 OIP, 2/12/2024): $1,649,988
2024 insider transactions (vesting/exercises):
- Options exercised: 50,322 shares; value realized $2,302,083
- Stock awards vested: 28,831 shares; value realized $3,818,938
Employment Terms
Term and renewal:
- Jackson’s employment agreement has an initial 2-year term that automatically extends daily to maintain a continuous 2-year remaining term .
Change-in-control and severance:
- Double-trigger required for CIC severance; no 280G excise tax gross-up .
- Severance multiples: 2x for Jackson (salary + greater of bonus calculations specified) .
Potential payments upon termination (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | COBRA Equivalent ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|
| Termination by ICE unrelated to CIC | 4,761,000 | 66,407 | 24,497,354 | 29,324,761 |
| Termination following CIC | 4,761,000 | 66,407 | 24,497,354 | 29,324,761 |
Equity vesting mechanics:
- Unrelated to CIC: options/awards that would vest in the two-year period post-termination vest; in-progress performance awards earned based on actual performance at end of period and then fully vest .
- Following CIC: all stock options or other equity awards vest; performance awards for in-progress periods earned based on actual performance and then fully vest; double-trigger (CIC + termination) applies .
Clawback:
- Mandatory clawback for erroneously awarded incentive-based compensation after accounting restatements (Dodd-Frank/NYSE compliant); discretionary clawback for intentional misconduct/fraud; unvested awards forfeited upon termination for cause .
Investment Implications
- High variable, performance-based pay with increasing use of multi-year PSUs (70% of 2025 LTI; elimination of one-year PSUs and options) strengthens alignment with multi-year shareholder value and reduces short-termism; 2024 bonus paid at 108% of target based on revenue and adjusted operating income outperformance .
- Material unearned PSU overhang (e.g., 73,374 units tied to 2023 award and additional multi-year PSUs) plus scheduled vesting of earned EBITDA PSUs through 2027 can create periodic supply from vesting; however, anti-hedging/anti-pledging policies mitigate alignment risks associated with leverage or hedging .
- Severance economics (2x salary+bonus with double-trigger, equity acceleration) provide retention value and predictability; absence of tax gross-ups is shareholder-friendly .
- Shareholder feedback and 79% say-on-pay approval in 2024 (down from prior decade) focused on one-time awards; ICE responded by increasing transparency and shifting equity to multi-year measures—reducing future controversy risk and improving pay-for-performance optics .