01—Abstract
Summary
Summary of the 8-K filed October 6, 2023. Cited figures are marked; the original filing is the authoritative source.
Intercontinental Exchange, Inc. (ICE) filed an 8-K on October 6, 2023, detailing the approval and grant of Performance-Based Restricted Stock Unit Awards (Deal Incentive PSU Awards) to key executives following the acquisition of Black Knight, Inc. These awards are designed to incentivize leadership by tying a significant portion of their compensation to the successful integration and financial performance of the acquired entity.
The PSU awards vest based on achieving specific revenue and expense synergy targets related to the Black Knight acquisition over a three-year period, with potential payouts ranging from 0%a to 125% of the target units.
02—Key points
Key Highlights
- Key executives, including the CEO, CFO, and President, received performance-based restricted stock unit awards following the Black Knight acquisition.
- These 'Deal Incentive PSU Awards' are tied to the achievement of revenue and expense synergy targets related to the Black Knight acquisition.
- Performance periods for the PSUs extend through December 31, 2026, 2027, and 2028.
- Earned units can range from 0% (below threshold) to 125% (at or above maximum) of the granted amount.
- Earned units are subject to additional time-based vesting conditions and potentially a one-year holding period.
- The awards include dividend equivalent rights on earned and vested units.
- Vesting conditions are impacted by termination of employment (forfeiture for most, target vesting upon death) and Change in Control events.
03—Questions
Frequently Asked Questions
What is the purpose of these new stock awards?
The Deal Incentive PSU Awards are designed to align the interests of key executives with the success of the recently acquired Black Knight, Inc. The awards incentivize leaders to drive revenue and expense synergies from the acquisition, thereby enhancing shareholder value.
How will the executives earn these performance-based stock units?
Executives will earn the units based on the achievement of specific revenue and expense synergy targets related to the Black Knight acquisition. Performance will be measured over periods ending December 31, 2026, 2027, and 2028. The payout can range from 0% to 125% of the granted units, depending on the level of synergy achievement.
Are there any other conditions for executives to receive the full value of these awards?
Yes, in addition to meeting performance targets, any earned units are subject to additional time-based vesting conditions. There may also be a subsequent one-year holding period required after vesting. Dividend equivalent rights are also included.
What happens to these awards if an executive leaves the company or if there's a Change in Control?
If an executive's employment terminates for any reason other than death, unvested units are forfeited. In the event of death, unvested units will vest at the target amount. Upon a Change in Control, unearned units will be treated as earned at the greater of target or actual performance and then become subject only to time-based vesting.
04—Continue