INTERCONTINENTAL EXCHANGE INC (ICE)
Sector: Financials
2026 Annual Meeting Analysis
INTERCONTINENTAL EXCHANGE INC · Meeting: May 15, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director since 2017 with strong regulatory and legal expertise; ICE's 3-year total shareholder return of +66.6% outperforms the peer median by +23.2 percentage points, well below the 65-point threshold needed to trigger a concern, and attendance is confirmed at 75% or above.
Independent director since 2020 with relevant HR, operations, and risk committee experience; no overboarding, attendance confirmed adequate, and TSR performance trigger does not apply.
Independent director since 2017 with public policy and operations experience serving on the Audit Committee; no independence, attendance, or overboarding concerns, and TSR trigger does not apply.
Independent director since 2015 with deep UK governmental and international policy experience; no overboarding or attendance flags, and ICE's strong TSR performance does not trigger a director concern.
Non-independent director added in September 2025, well within the 24-month new-director exemption period; brings relevant geopolitical and regulatory expertise for ICE's international businesses.
Independent director since 2020 serving as Audit Committee Chair and Compensation Committee Chair; former CFO with CPA designation satisfies audit financial expertise requirements, and no overboarding or attendance concerns exist.
Independent director since 2016 serving as Lead Independent Director with strong cybersecurity and technology background; no overboarding, attendance, or TSR trigger concerns apply.
New nominee with over 40 years of executive experience including serving as President and COO of JPMorgan Chase; highly relevant financial services expertise for ICE's business, and as a new nominee the TSR trigger does not apply.
Independent director since 2020 with extensive investment banking and M&A experience; serves as Chair of ICE Clear Europe, no overboarding or attendance concerns, and TSR trigger does not apply.
Founder and CEO/Chair since inception with deep strategic expertise; ICE's 3-year TSR of +66.6% outperforms the peer group median by +23.2 percentage points, far below the 65-point threshold required to trigger a director concern, so no TSR-based flag applies despite combined CEO/Chair role.
Independent director since 2022 with derivatives markets, mortgage, and risk governance expertise serving on the Audit Committee; joined within the past 3 years and ICE's strong TSR performance means the trigger would not apply in any case.
All eleven director nominees — ten incumbents and one new nominee — receive a FOR vote. ICE's 3-year total shareholder return of +66.6% outperforms the compensation peer group median by +23.2 percentage points, well below the 65-point underperformance threshold required to raise a TSR-based director concern. No overboarding, attendance, independence-on-committee, or familial relationship flags were identified for any nominee.
Say on Pay
✓ FORCEO
Jeffrey C. Sprecher
Total Comp
$22,133,386
Prior Support
94%%
The 2025 compensation program is strongly performance-oriented: roughly 90% of target pay is variable, with 100% of performance stock awards now tied to multi-year (3-year) metrics including relative total shareholder return versus the S&P 500 and a 3-year EBITDA goal, eliminating the short-term one-year measures shareholders had previously criticized. CEO total compensation of $22.1 million is positioned at the 75th percentile of the peer group, which is consistent with ICE's strong financial results — record revenues for the 20th consecutive year, adjusted diluted earnings per share up 14%, and a 3-year total shareholder return of 64% that placed ICE at the 67th percentile of the S&P 500, yielding a performance stock award payout of 168% of target. The prior Say on Pay vote received 94% support in 2025, up from 79% in 2024, reflecting shareholder recognition of the meaningful improvements made, and the company has a robust clawback policy and strong stock ownership requirements in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$14,302,000
Non-Audit Fees
$3,484,000
Non-audit fees (audit-related fees of $3,343,000 plus tax fees of $141,000 = $3,484,000) represent approximately 24% of core audit fees of $14,302,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Ernst & Young is a Big 4 firm fully appropriate for a company of ICE's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Independent Board Chairman
John Chevedden is a credible individual governance activist whose proposals deserve serious consideration on the merits. However, ICE has a strong Lead Independent Director (Thomas Noonan, re-elected annually since 2022) with robust independent authority — including the ability to call meetings, set agendas, preside over executive sessions, and engage directly with major shareholders — which substantially addresses the core concern that a combined CEO/Chair creates a concentration of power without independent oversight. ICE's 3-year total shareholder return of 66% outperforms the peer group median by over 23 percentage points, suggesting the current leadership structure has delivered strong results for shareholders, reducing the urgency of a structural separation requirement. Without evidence of prior-year support data showing majority or near-majority shareholder concern, and given the meaningful Lead Independent Director safeguards already in place, a FOR vote is not warranted at this time.
Overall Assessment
ICE's 2026 annual meeting presents a straightforward ballot: all eleven director nominees receive a FOR vote supported by strong 3-year total shareholder return outperformance versus peers, the Say on Pay vote earns a FOR given a well-structured performance-based pay program with 94% prior-year shareholder support, and Ernst & Young's ratification passes cleanly on low non-audit fees. The one stockholder proposal — John Chevedden's request for an independent board chair — receives an AGAINST vote because ICE's robust Lead Independent Director structure and strong shareholder returns reduce the urgency of a formal structural separation.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing