Summary
This 8-K filing from Intercontinental Exchange, Inc. (ICE), filed on May 2, 2014, provides details on the performance metrics for one-time, performance-based restricted stock unit (RSU) awards granted in November 2013, in connection with the acquisition of NYSE Euronext. These RSUs are tied to achieving specific Cumulative EBITDA targets divided by the headcount on January 1, 2017. This metric aims to align executive compensation with the company's long-term financial performance and operational efficiency following a significant acquisition. The performance period for these awards spans from January 1, 2014, to December 31, 2016. The filing outlines a tiered payout structure, where 0% to 105% of the target RSU grant can be earned based on performance. A key detail is that no awards will be earned if performance falls below 50% of the target Cumulative EBITDA divided by headcount. The company emphasizes that these awards are one-time and do not reflect ongoing financial targets, consistent with their policy.
Key Highlights
- 1ICE disclosed performance metrics for one-time RSU awards granted to executives, including the CEO, in November 2013.
- 2These RSU awards are linked to the achievement of Cumulative EBITDA divided by January 1, 2017 headcount.
- 3The performance period for these awards is from January 1, 2014, to December 31, 2016.
- 4A tiered payout structure is detailed, allowing for 0% to 105% of the target RSU grant to be earned based on performance levels.
- 5A threshold performance of 50% of the target Cumulative EBITDA divided by headcount must be met for any RSUs to vest.
- 6Performance below 50% of the target results in no RSUs being earned.
- 7The filing reiterates ICE's policy of not providing forward-looking financial targets.