Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 2, 2021, Intercontinental Exchange, Inc. ("ICE") announced that Scott
A. Hill, 53, Chief Financial Officer of ICE, plans to retire as Chief Financial
Officer and no longer serve as an executive officer of ICE effective as of May
15, 2021.
In connection with Mr. Hill's transition, ICE and Mr. Hill entered into a
Transition and Separation Agreement dated March 2, 2021 (the "Separation
Agreement"). Pursuant to the Separation Agreement, Mr. Hill will remain as Chief
Financial Officer of ICE through May 14, 2021. Mr. Hill's title will be changed
to Advisor to the Chief Executive Officer on May 15, 2021. Mr. Hill is expected
to remain as an employee of ICE until February 28, 2023 to facilitate an orderly
transition of his duties and job responsibilities. Mr. Hill's duties to ICE
during this transition period will consist of providing transition support to
ICE's Chief Financial Officer and/or his delegees and providing advisory
services on financial, strategic, market and regulatory matters to one or more
of the Chief Executive Officer, the President of ICE and/or their delegees. Mr.
Hill will continue to receive his current base salary through December 31, 2021,
will be eligible to receive in full his bonus for 2021 and will continue to vest
in his existing equity awards and continue to receive his other standard
benefits while employed with ICE. From January 1, 2022 through February 28,
2023, Mr. Hill will receive a base salary of $20,000 per year and will continue
to vest in his existing equity awards and continue to receive his other standard
benefits while employed with ICE. No severance payment will be provided to Mr.
Hill. The Separation Agreement also contains standard non-competition and
non-solicitation provisions, as well as confidentiality, waiver and
non-disparagement provisions and a general release of claims against ICE. The
foregoing description of the Separation Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Separation Agreement, a copy of which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.
Effective as of May 15, 2021, Warren Gardiner, 40, ICE's Vice President,
Investor Relations, will succeed Mr. Hill as Chief Financial Officer of ICE. Mr.
Gardiner has served as Vice President, Investor Relations of ICE since July
2017. Prior to joining ICE, he served in various positions at Evercore ISI,
including Director, Equity Research from February 2016 through May 2017 and Vice
President, Equity Research from April 2013 through February 2016. Mr. Gardiner
is a CFA charter holder and holds a B.A. in Managerial Economics from Union
College.
There are no arrangements or understandings between Mr. Gardiner and any person
pursuant to which Mr. Gardiner was selected as an officer, and no family
relationships exist between Mr. Gardiner and any director or executive officer
of ICE. Mr. Gardiner is not a party to any transaction to which ICE is or was a
participant and in which Mr. Gardiner has a direct or indirect material interest
subject to disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events
On March 2, 2021, ICE issued a press release announcing these changes. A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit 99.1
and the information contained in the press release is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description
Transition and Separation Agreement, dated as of March 2, 2021,
10.1 between Intercontinental Exchange, Inc. and Scott A. Hill.
99.1 Press Release dated March 2, 2021.
The cover page from Intercontinental Exchange, Inc.'s Current Report
104 on Form 8-K, formatted in Inline XBRL.© Edgar Online, source Glimpses
INTERCONTINENTAL EXCHANGE, INC. 
