Lynn C. Martin
Intercontinental ExchangeAbout Lynn C. Martin
President of NYSE Group since January 3, 2022; previously led ICE’s Fixed Income & Data Services and held senior roles across ICE/NYSE including CEO of NYSE Liffe U.S. and CEO of New York Portfolio Clearing. Education: B.S. in Computer Science (Manhattan College) and M.A. in Statistics (Columbia University); external sources list her birth year as 1976/1977 and appointment was announced December 6, 2021 . ICE’s 2024 performance under her executive tenure context: net revenues $9.3B, GAAP diluted EPS $4.78, adjusted diluted EPS $6.07 (+8% YoY), record operating income $4.3B, adjusted operating income $5.5B (+16% YoY), operating cash flow $4.6B, adjusted FCF $3.6B (+13% YoY); three-year TSR 14% through 12/31/24 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intercontinental Exchange (ICE) | President, Fixed Income & Data Services | Announced transition 12/6/2021 → prior role | Led global data and fixed income businesses (pricing, indices, desktops, connectivity) . |
| NYSE Liffe U.S. | Chief Executive Officer | Not disclosed | Ran U.S. derivatives platform pre-ICE’s NYSE Euronext acquisition . |
| New York Portfolio Clearing | Chief Executive Officer | Not disclosed | Led clearing JV focused on futures/swaps netting . |
| ICE Data Services | President | Not disclosed | Managed global reference data, analytics, feeds, indices . |
| IBM Global Services | Computer programmer / project manager | ~1998–2001 | Early technical career in financial services projects . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Partnership for New York City | Board member | Not disclosed | Civic leadership and public–private engagement . |
| Inner-City Scholarship Fund | Board member | Not disclosed | Education-focused nonprofit governance . |
| Manhattan College | Board of Trustees; Advisory Board (School of Science) | Not disclosed | Alumni leadership and STEM program guidance . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $714,583 | $725,000 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Target Annual Bonus (% of Salary) | Not disclosed | Not disclosed | 200% of salary |
Notes:
- 2024 target direct compensation for Lynn: Base $725,000; Target annual bonus 200% of base; Target equity $3,250,000; Total target $5,425,000; positioned at the 25th–50th percentile vs peers .
- Perquisites: authorized personal aircraft allowance up to $75,000, but Ms. Martin had $0 usage in 2024; All Other Compensation reflects 401(k) match only ($20,700) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Net Revenue | 30% | $9,016M | $9,279M | 105.8% | Cash paid Feb 2025 |
| Annual Bonus (2024) | Adjusted Operating Income | 70% | $5,210M | $5,469M | 109.9% | Cash paid Feb 2025 |
| Annual Bonus (2024) | Committee Discretion (MBO modifier) | ±10% | N/A | 0% used | N/A | — |
| Annual Bonus (Final) | Funding | — | 100% | — | 108% of target | — |
| PSUs (TSR-based, 2022 grant) | 3-yr TSR vs S&P 500 | N/A | 50th pct = 100% | 56th pct | 122.8% | Vested Feb 2025 (cliff) |
| PSUs (EBITDA, 2024 1-yr) | Consolidated EBITDA | N/A | $5,738M target | $5,995M (104.5%) | 129.9% | Earned; vests 1/3 each Feb 2025/2026/2027 |
| PSUs (EBITDA, 2024 3-yr) | EBITDA (2024–2026) | N/A | 85%–125% performance curve | Not disclosed | Not disclosed | Cliff vest Feb 2027 |
| 2024 Equity Mix (NEOs) | TSR PSUs / EBITDA PSUs / Options | — | 30% / 30% (1-yr) + 20% (3-yr) / 20% | — | — | Options vest ratably over 3 yrs |
| 2025 Equity Mix (NEOs) | TSR PSUs / 3-yr EBITDA PSUs / RSUs | — | 30% / 40% / 30% (no options, no 1-yr PSUs) | — | — | Standard PSU/RSU schedules |
2024 individual bonus (paid Feb 2025): Lynn C. Martin $1,566,000 (108% of target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 185,825 shares; less than 1% of class (574,498,015 shares outstanding) . |
| Stock Ownership Policy | NEOs must hold ≥4× base salary; average NEO multiple 17×; all in compliance; new officers/directors have 5 years to comply . |
| Retention Guideline | Retain ≥50% of net shares from option exercises/vestings until guideline met . |
| Hedging/Pledging | Prohibited: short sales, derivatives, margin accounts, pledging ICE stock . |
Outstanding awards (12/31/2024):
- Options (selected lines): 2017 OIP (exercisable/unexercisable): 13,008 / 6,505 @ $129.76 (exp. 2/4/2032); 2023 OIP: 6,694 / 13,389 @ $107.66 (exp. 2/3/2033); 2024 OIP: 17,304 unexercisable @ $135.46 (exp. 2/12/2034); earlier grants fully exercisable (e.g., 2018–2021 tranches) .
- 2024 grants to Lynn: Stock Options 17,304; TSR-based PSUs 7,197 (target); 1-year EBITDA PSUs 7,197 (target); 3-year EBITDA PSUs 4,798 (target); stock option strike $135.46 .
- Unvested/time-based stock units & market values: 4,798 units ($714,950), 9,349 units ($1,393,080), 10,538 units ($1,570,267), 2,620 units ($390,406) .
- Unearned PSUs & payout values: 7,197 units ($1,072,425), 10,217 units ($1,522,435), 10,410 units ($1,551,158), 13,757 units ($2,049,931) .
Option/RSU/PSU vesting implies staggered delivery through 2027; near-term PSU tranche for 1-year EBITDA (earned at 129.9%) increased 2025 vesting supply, though anti-hedging/holding guidelines mitigate immediate selling pressure .
Employment Terms
| Provision | Lynn C. Martin |
|---|---|
| Employment Term | Two-year term automatically extended daily (always 2 years remaining) . |
| Severance (No CIC) | Cash severance $4,620,000; welfare benefits continuation $0 (not enrolled); accelerated vesting value $10,763,062; total $10,763,062 (equity) + cash $4,620,000 = $15,383,062 . |
| Severance (Following CIC) | Double-trigger required; cash $4,620,000; welfare benefits continuation $0; accelerated vesting value $10,763,062; total $15,383,062 . |
| Tax Gross-ups | No 280G excise tax gross-ups . |
| Clawbacks | Dodd-Frank mandatory recoupment for accounting restatements; additional misconduct/fraud clawback at Committee discretion . |
Compensation Structure Analysis
- Cash vs equity mix: 69% of NEO target compensation via equity; 90% of NEO target compensation variable/performance-based, with caps of 200% on annual bonus and PSUs .
- Shift in risk profile: 2025 eliminated stock options and one-year PSUs, increasing three-year PSU/RSU mix (70% PSUs on 3-year measures; 30% RSUs), signaling stronger long-term alignment and reducing short-term windfalls .
- Performance metrics tightening: Bonus profit measure changed to Adjusted Operating Income, weight increased to 70%; threshold introduced; maximum linked to 150% performance, with a ±10% qualitative modifier—heightening pay-for-performance linkage .
- Say-on-Pay feedback and responsiveness: 2024 approval 79% led to transparency and longer-term performance weighting enhancements .
Performance & Track Record
- NYSE listings under Martin’s leadership included large IPOs and notable listings (e.g., Kenvue 2023; Viking Holdings, Amer Sports 2024; Reddit, Ibotta), alongside initiatives to increase AI adoption in market workflows .
- ICE corporate results in 2024: repeated records in revenue and operating metrics; 3-year TSR of 14%, contextualizing incentive outcomes (TSR PSU at 122.8%) .
Compensation Peer Group (Benchmarking)
CoStar Group; CME Group; Deutsche Börse; FIS; Fiserv; Global Payments; HKEX; London Stock Exchange; Mastercard; Moody’s; MSCI; Nasdaq; Northern Trust; S&P Global; Salesforce; State Street (CoStar added in 2024 to reflect mortgage tech exposure) . Lynn’s 2024 total target direct compensation positioned at 25th–50th percentile vs peers .
Equity Ownership & Alignment Details
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 185,825 |
| Ownership % of class | <1% |
| Compliance with guidelines | In compliance (NEO average 17× salary vs 4× requirement) |
| Pledging/Hedging | Prohibited for all employees/directors |
Board Governance (Relevant to Compensation)
- Compensation Committee members: Mark F. Mulhern (Chair), Shantella E. Cooper, Lord Hague .
- Say-on-Pay cadence and outcome: Annual advisory vote; 2024 result 79%; 2025 recommendation to vote FOR .
Related Party Transactions and Red Flags
- Private aircraft policy disclosed; Ms. Martin had no personal aircraft usage in 2024 (no incremental cost) .
- Anti-hedging/anti-pledging policy (robust alignment); no excise tax gross-ups; double-trigger CIC; clawbacks—mitigate governance risk .
Investment Implications
- Alignment: Strong long-term orientation with 2025 LTI shift to 100% three-year PSU performance measures for PSUs plus RSUs; ownership policy and anti-pledging/hedging further align incentives, reducing misalignment risk .
- Near-term supply: 2024 one-year EBITDA PSUs earned at 129.9% create incremental vesting through 2027; however, retention guidelines and multi-year schedules temper immediate selling pressure .
- Retention risk: Two-year auto-renewal employment term with meaningful double-trigger CIC severance/accelerated vesting supports retention in strategic transitions; absence of tax gross-ups is shareholder-friendly .
- Performance linkage: Bonus and PSU metrics tied to net revenue, adjusted operating income, EBITDA, and relative TSR have delivered near-target to above-target payouts consistent with ICE’s record 2024 results and 3-year TSR, indicating pay-for-performance integrity .