Jeffrey C. Sprecher
Intercontinental ExchangeAbout Jeffrey C. Sprecher
Jeffrey C. Sprecher (age 70) is Chair and Chief Executive Officer of Intercontinental Exchange (ICE), serving as a director since 2000 and as Board Chair since November 2002. He holds a B.S. in Chemical Engineering (University of Wisconsin) and an MBA (Pepperdine) . Under his leadership, ICE delivered its 19th consecutive year of record revenues in 2024, with 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 operating income of $5.5B (+16% YoY), operating cash flow of $4.6B, and record adjusted FCF of $3.6B (+13% YoY); three-year TSR was 14% through 12/31/24 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intercontinental Exchange (ICE) | Chief Executive Officer; Director; Chair of the Board | Director since 2000; Chair since Nov 2002; CEO since inception | Leads strategic direction and operating/financial performance |
| Continental Power Exchange (CPEX) | Acquirer/Owner (ICE predecessor) | Acquired 1997 | Platform foundation for ICE; CPEX now holds ICE shares |
| Western Power Group, Inc. | Multiple roles including President | 14 years (prior to 1997) | Led significant financings in power sector |
External Roles
- No current external public-company directorships are disclosed for Mr. Sprecher in ICE’s 2025 proxy biography .
Fixed Compensation (2024)
| Item | Value |
|---|---|
| Base Salary | $1,250,000 |
| Target Bonus (% of Base) | 250% |
| Actual 2024 Bonus Paid | $3,375,000 (108% of target) |
Performance Compensation
2024 Annual Bonus Mechanics and Results
| Measure | Weight | Threshold ($M) | Target ($M) | Max ($M) | Result ($M) | Funding |
|---|---|---|---|---|---|---|
| Net Revenue | 30% | 7,664 | 9,016 | 13,524 | 9,279 | 105.8% → 31.8% weighted |
| Adjusted Operating Income | 70% | 4,429 | 5,210 | 7,815 | 5,469 | 109.9% → 77.0% weighted |
| Committee Discretion | n/a | — | — | — | — | 0% |
| Final Funding | — | — | — | — | — | 108% |
Key 2024 plan changes: profit measure switched to Adjusted Operating Income; weighting increased to 70%; introduced threshold; max tied to 150% of target performance; non-financial MBOs used as a ±10% modifier at Committee discretion .
2024 Long-Term Incentive (granted Feb 12, 2024)
| Component | Quantity/Detail | Vesting | Notes |
|---|---|---|---|
| Stock Options | 79,203 options @ $135.46 strike | Ratable over 3 years | 2025 program eliminates options going forward |
| TSR-based PSUs (3-yr) | 32,943 target | Cliff in Feb 2027 | 50%/100%/200% payout at 25th/50th/75th TSR percentile vs S&P 500 |
| EBITDA-based PSUs (1-yr) | 32,943 target | 1/3 on approval (Feb 2025), then 1/3 in 2026 & 2027 | Earned at 129.9% of target for 2024 performance (EBITDA 104.5% of goal) |
| EBITDA-based PSUs (3-yr) | 21,962 target | Cliff in Feb 2027 | 0–200% payout vs 2024–2026 EBITDA goal (85%/100%/125% thresholds) |
PSU performance history for outstanding cycles:
| Grant Cohort | Performance Period | Relative TSR vs S&P 500 | Payout |
|---|---|---|---|
| 2022 TSR-PSUs | 1/1/2022–12/31/2024 | 56th percentile | 122.8% of target |
| 2021 TSR-PSUs | 1/1/2021–12/31/2023 | 40th percentile | 80% of target |
| 2020 TSR-PSUs | 1/1/2020–12/31/2022 | 40th percentile | 80% of target |
2025 LTI structure shift: 70% PSUs (30% three-year TSR, 40% three-year EBITDA) + 30% RSUs; elimination of one-year EBITDA PSUs and stock options .
Say-on-Pay and Design Response
| Year | Say-on-Pay Support | Themes | Actions |
|---|---|---|---|
| 2024 | ~79% approval | Concerns on one-time acquisition-related PSUs | Increased multi-year PSU weighting; enhanced disclosure; committed to rationale for any future one-time awards |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 20, 2025)
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Jeffrey C. Sprecher | 4,250,127 | <1% | Includes 2,251,705 via CPEX; 81,570 held by spouse (disclaimed); 574,498,015 shares outstanding |
Ownership Policy, Pledging/Hedging, and Compliance
| Policy/Status | Detail |
|---|---|
| CEO Ownership Guideline | 10x base salary; Sprecher at 468x |
| Anti-Hedging/Anti-Pledging | Hedging and pledging prohibited; no margin accounts |
| Retention Recommendation | Hold at least 50% of net shares until guideline met |
2024 Realizations and Potential Supply
| Item | Quantity/Value |
|---|---|
| Options exercised in 2024 | 175,165 shares; $14,874,989 value realized |
| Stock awards vested in 2024 | 88,100 shares; $11,684,273 value realized |
| Scheduled vesting (select) | 2024 one-year EBITDA PSUs earned at 129.9%; 1/3 vested Feb 15, 2025; remaining 1/3 scheduled in 2026 and 2027, subject to service |
| Major future cliffs | 2024 TSR PSUs (cliff in 2027); 2024 3-yr EBITDA PSUs (cliff in 2027) |
Employment Terms
Contract Structure and Protections
| Term | CEO Details |
|---|---|
| Term/Auto-renewal | Rolling evergreen to maintain 3-year remaining term (1-day auto-extensions) |
| Base/Bonus Approach | Base plus annual bonus “reasonable” relative to contribution and peers; periodic equity grants |
| Non-Compete | 1 year post-termination in defined competitive businesses across US/Canada/UK/Singapore (passive ≤5% public holdings permitted) |
| Non-Solicit | Restrictions tied to customers where executive had contact; scope defined in agreement |
| Clawbacks | Dodd-Frank mandatory clawback plus misconduct/fraud recoupment policy |
| 280G Gross-Up | None (no excise tax gross-ups) |
Severance and Change-in-Control Economics
| Scenario | Cash Severance | Welfare (COBRA est.) | Equity Acceleration | Total Example (12/31/24) |
|---|---|---|---|---|
| Qualifying Termination (No CoC) | $13,968,750 | $46,423 | $53,873,246 | $67,888,419 |
| Qualifying Termination (Double-Trigger CoC) | $13,968,750 | $46,423 | $53,873,246 | $67,888,419 |
Notes:
- “Qualifying Termination” generally = termination without Cause or resignation for Good Reason; CEO equity accelerates at termination for completed performance periods; in-progress performance awards earned based on actual results at end of period .
- “Change in Control” and “Good Reason” are defined in the agreement; CoC uses 30% voting control, major asset sale, or merger tests with continuity thresholds; double-trigger applies for severance .
Board Governance and Dual-Role Implications
- Roles and independence: Mr. Sprecher serves as both Chair and CEO and is the only management director; nine of ten directors are independent; Thomas E. Noonan is Lead Independent Director, with robust responsibilities (executive sessions, agenda-setting, shareholder engagement) .
- Committees: CEO serves on no board committees; all committees (Audit, Compensation, Nominating & Corporate Governance, Risk) are fully independent; 2024 meetings: Board (4), Audit (6), Compensation (5), Nominating & Corporate Governance (5), Risk (4); each director attended ≥75% of meetings; all ten elected directors attended the 2024 annual meeting .
- Governance implications: Combined Chair/CEO balanced by strong lead independent director and independent committees; board states this structure supports effective oversight given ICE’s complex global operations .
Related-Party and Perquisites
- Corporate aircraft policy: NEOs allowed up to $75,000 incremental cost for personal use of company aircraft; in 2024, Mr. Sprecher did not use this allowance (Jackson $75,000; Edmonds $39,173) .
- Private aircraft arrangement (related party): ICE subsidiary manages multiple aircraft including one owned by Mr. Sprecher and his spouse; they paid $1,100,670 in operational costs (after $63,330 credit) and $130,186 hangar fees in 2024; the management company aims to cover costs (not profit), periodically issuing credits; ICE does not cross-lease and makes no payments to them related to this aircraft .
Compensation Peer Group and Process
- Peer group spans exchanges, data/ratings, payments/fintech, custody/banking, and software (e.g., CME, LSE, Deutsche Börse, Nasdaq, S&P Global, Moody’s, MSCI, Mastercard, Fiserv, Global Payments, Salesforce, State Street, Northern Trust, FIS, CoStar, HKEX) .
- Independent consultant (CAP) supports benchmarking, risk assessment, and design; no consultant conflicts; “pay for performance” emphasis with high variable/equity mix .
Performance & Track Record Highlights
- 2024 outcomes: net revenues $9.3B; adjusted diluted EPS $6.07 (+8% YoY); record operating income $4.3B, record adjusted operating income $5.5B (+16% YoY); operating cash flow $4.6B; record adjusted FCF $3.6B (+13% YoY) .
- Three-year TSR 14% through 12/31/24; continued expansion of markets and data/tech services; Black Knight integration synergy execution cited in NEO assessments .
Equity Ownership & Alignment – Additional Detail (Outstanding Awards Snapshot)
| Category | Detail |
|---|---|
| Options (selected tranches) | Exercisable tranches include 203,206 @ $57.31 (exp. 2027); 152,299 @ $67.00 (2028); 139,158 @ $76.16 (2029); 129,105 @ $92.63 (2030); later grants include unexercisable portions (e.g., 79,203 @ $135.46 exp. 2034) |
| Unvested stock/PSUs | Unvested shares include 11,907 (2022 EBITDA PSU vesting schedule), 56,998 (2023 EBITDA PSU tranche), 21,962 (2024 3-yr EBITDA PSU), 42,793 (2024 1-yr EBITDA PSU earned and vesting over 3 years) |
| Unearned performance awards | 73,374 Deal Incentive PSUs (Black Knight synergy awards) vest 2027–2029; TSR-based PSUs outstanding across 2022–2024 cohorts per schedules above |
Employment Terms – Definitions (for reference)
- “Cause” includes felony/fraud/embezzlement, conduct risking regulatory qualification, material malfeasance/gross negligence, or specified code of conduct breaches .
- “Good Reason” includes material pay opportunity reduction, material role reduction, relocations >30 miles, adverse changes post-CoC, material breach, non-renewal post-CoC, successor’s failure to assume agreement, or failure to renominate to the Board (CEO) .
Investment Implications
- Alignment positives: Very high CEO ownership multiple (468x salary), robust anti-hedging/anti-pledging, and dual clawbacks mitigate risk-taking and align long-term incentives; 2025 shift to 100% three-year performance PSUs for LTI performance portion plus RSUs further lengthens horizon .
- Pay-for-performance: 2024 bonus tied 70% to profit (Adjusted Operating Income) and 30% to growth (net revenue); 2024 one-year EBITDA PSUs earned 129.9% on 104.5% EBITDA achievement; longer-term TSR PSU outcomes have ranged from 80% to 122.8%, evidencing performance variance and leverage .
- Retention and CoC: Evergreen three-year CEO contract with double-trigger CoC and no excise tax gross-up; sizable equity acceleration plus ~$14.0M cash severance upon qualifying termination create retention value but also quantifiable termination cost risk .
- Trading/flow watch: 2024 option exercises (175K shares) and multi-year vesting from 2024 PSUs and prior grants create episodic supply; key cliffs in 2027 (TSR- and 3-yr EBITDA PSUs) and deal-incentive PSUs in 2027–2029 are material to forward share issuance/settlement cadence .
- Governance: Combined Chair/CEO balanced by strong Lead Independent Director and independent committees; related-party aircraft arrangement is disclosed with cost-recovery structure and no ICE payments to the executive; monitor continued transparency and cost neutrality .