8-KLeadership ChangesOther EventsExhibits & Filings

Intercontinental Exchange, Inc. 8-K Report, Executive Changes (Mar 2, 2021)

Filed March 2, 2021For Securities:ICE

Summary

Intercontinental Exchange, Inc. (ICE) announced a significant leadership transition within its finance department. Scott A. Hill, the current Chief Financial Officer, plans to retire from his executive role effective May 15, 2021, after a long tenure. To ensure a smooth handover, Mr. Hill will transition to an Advisor role to the CEO and remain an employee until February 28, 2023, providing critical support and strategic guidance during this period. His compensation package through the transition includes continued base salary and bonus eligibility for 2021, followed by a nominal annual salary for the remainder of his employment, along with continued vesting of equity awards and benefits.

Key Highlights

  • 1CFO Scott A. Hill to retire as Chief Financial Officer on May 15, 2021, after which he will serve as an Advisor to the CEO.
  • 2Mr. Hill will remain an employee until February 28, 2023, to facilitate an orderly transition and provide advisory services.
  • 3Mr. Hill will receive his current base salary through December 31, 2021, and be eligible for his 2021 bonus.
  • 4Post-2021, Mr. Hill will receive a reduced annual base salary of $20,000 from January 1, 2022, to February 28, 2023.
  • 5Mr. Hill will continue to vest in his existing equity awards and receive standard benefits throughout his employment period.
  • 6Warren Gardiner, currently Vice President of Investor Relations, will succeed Mr. Hill as Chief Financial Officer effective May 15, 2021.
  • 7The company has incorporated the details of the separation agreement and a press release into the 8-K filing.

Frequently Asked Questions

Scott A. Hill is retiring as Chief Financial Officer effective May 15, 2021. He will transition to an Advisor role to the CEO and remain an employee until February 28, 2023, to ensure a smooth handover and provide ongoing strategic advice.

The primary financial impact relates to Mr. Hill's compensation during his transition period. He will continue to receive his current base salary through the end of 2021, be eligible for his 2021 bonus, and continue to vest in his equity awards. From January 1, 2022, to February 28, 2023, his base salary will be reduced to $20,000 annually, while equity vesting and benefits continue. No severance payment is being provided.

Warren Gardiner, who has served as ICE's Vice President of Investor Relations since July 2017, will succeed Mr. Hill as Chief Financial Officer, effective May 15, 2021. Mr. Gardiner has a background in equity research at Evercore ISI and holds a CFA charter.

Based on the filing, there are no disclosed arrangements or understandings between Mr. Gardiner and any other person regarding his selection, nor are there any known family relationships with other ICE officers or directors. He is also not a party to any material transactions with ICE that require disclosure.