NYSE Boss Sold His Own Stock Ahead Of Coronavirus Market Meltdown

The CEO of the Intercontinental Exchange, which owns the New York Stock Exchange, sold millions of dollars worth of the parent company's shares in late February just days before the first reported death from the novel coronavirus in the U.S. The transaction also came as financial markets were starting to tumble as the devastating economic impact of the outbreak was becoming clear.

Jeffrey Sprecher, who is the husband of Republican U.S. Senator Kelly Loeffler of Georgia, on February 26 sold $3.5 million in shares of ICE, as the exchange is called, at an average price of $93.42 each, according to a filing with the Securities and Exchange Commission. Since then, ICE shares have plunged nearly 25% amid a broader downdraft in stocks.

Sprecher and Loeffler also sold $15.3 million worth of ICE shares on March 11, at an average price of around $87, SEC filings show.

Loeffler, along with Senator Richard Burr and other lawmakers, are facing scrutiny for unloading stock in recent weeks before Congress had sounded the alarm about the virus's threat to Americans. Burr said Friday he made the stock sales based on public information and would cooperate with an investigation into whether he violated prohibitions on trading on non-public information.

"It's appalling," Virginia Canter, the chief ethics counsel for good government group CREW, said about Sprecher's and Loeffler's stock sales. "These are people in a privileged position, and it looks like they took advantage of it." 

"Anyone who serves in Congress or is the head of a major exchange should have no business speculating in the market," she added. "They should have been in diversified funds" that are not concentrated in a single stock or industry.

Loeffler's transactions were first reported on Thursday by The Daily Beast. Loeffler's spokeswoman has dismissed the report as "a ridiculous and baseless attack." 

Loeffler told Fox News on Friday that her and her husband's trades in several different stocks were executed by their financial advisers and not directed by them. She called the trades routine and said she didn't know of them until after they were completed. "I understand these rules and I have adhered to the letter and the spirit of these ethics rules," she said. 

Loeffler and Burr sit on the Senate Committee on Health, Education, Labor and Pensions, which held a briefing on January 24 for senators to learn about what the panel described as the "emerging public health threat" posed by the coronavirus. In the days after the briefing, Loeffler publicly downplayed the risks to public health from the virus. 

"Democrats have dangerously and intentionally misled the American people on #Coronavirus readiness," she wrote in a tweet on February 28, two days after her husband's first ICE stock sales. "Here's the truth: @realDonaldTrump & his administration are doing a great job working to keep Americans healthy & safe."

Loeffler and Sprecher have since reported to the Senate that they began selling shares in other companies on January 24, eventually conducting 27 transactions to sell as much as $3 million in stock. 

Sprecher's $3.5 million in ICE stock sales on February 26, however, are not included in Loeffler's Senate disclosure and have not previously been reported. 

Experts told CBS MoneyWatch Loefflier's Senate disclosure form, filed March 12, should have included any trades made by her spouse as well as by her. That would include Sprecher's ICE stock sales, even if he was the sole owner of the shares. 

"They should have been disclosed," said Thomas Gorman, a partner at law firm Dorsey & Whitney and an expert in securities law who spent seven years at the SEC. He said that standard applies even if Specher was the sole owner of the shares and Loeffler didn't directly benefit from the sales. Sprecher's stock sales were disclosed to the SEC on February 28.

"You shouldn't be able to walk around rules like that," Gorman said.

Sprecher and Loeffler on March 11 sold another $15.3 million worth of ICE shares, upping the selloff of the exchange's shares to nearly $19 million so far this year. Those sales, which include 75,000 shares that were owned solely by Loeffler, have not yet been reported to the Senate. She has 30 days to disclose the transactions.

The average price on the March 11 stock sales was $87.35 per share. By that time, the scale of the coronavirus's potential economic impact was apparent and financial markets had already begun to fall. At the time, NYSE officials were rebuffing calls to close the famed trading floor of the exchange in Manhattan to protect stock traders from possible infection and to stop the spread of the outbreak in New York. On Wednesday, NYSE said it would temporarily close the exchange and move to all-electronic trading starting on March 23.

ICE declined to comment directly to CBS MoneyWatch on Sprecher's ICE stock sales. A spokesperson also declined to say whether the company or its board is investigating them. Sprecher could not be reached for comment. Loeffler's Senate office, closed because of the coronavirus, did not return a call for comment.

In a public statement on Friday afternoon, ICE said the company "maintains a global personal trading policy that prohibits insider trading and discretionary trading of stocks by its employees without the prior consent of the company." 

The ICE statement also repeated the Senator's comments that all the transactions that Sprecher and Loeffler made in non-company shares were executed by financial advisers and not directed by them. 

But an ICE spokerperson declined to comment as to whether Sprecher and Loeffler's sales of the shares of ICE were made by a financial adviser or directly by either Sprecher or Loeffler. The company's statement said any transactions Sprecher and Loeffler have made in ICE shares were through an official company plan for executive stock sales and that those stock sales were "approved by Intercontinental Exchange."

Sprecher executed his ICE stock sales through a so-called 10b5-1 stock plan. Those plans must be set up at least 30 days before any stock transactions and are used to shield executives from claims of trading on insider information. 

ICE disclosed that it set up a 10b5-1 plan for Sprecher back in 2007. Once the plans are created, executives can execute stock sales or cancel them. Often these plans are placed on auto-pilot to avoid any future appearance of impropriety. ICE said it requires executives to give the company 30 days notice before selling or buying shares. In this case, that would have been January 26, two days after Loeffler's Senate briefing on the coronavirus. 

Any company stock transactions by an executive must be disclosed publicly after they are completed, which Sprecher did, starting on February 28. Executives don't have to say publicly if or when they may have altered any preset 10b5-1 plans.

Sprecher is the largest individual owner of ICE shares, with a holding worth $450 million.

Like many corporate leaders who receive a portion of their compensation in company shares, Sprecher appears to regularly sell his own company's stock. He sold $9 million worth of ICE shares last year, including about $1 million in February 2019, according to data provider FactSet. 

Over the past few years, Sprecher has tended to execute pre-planned stock sales in August and May as well as February. The last time Sprecher reported executing a stock sale in March was in 2008, according to SEC filings.

Sprecher also exercised a stock option in late February to purchase 17,000 shares of ICE stock at $22.50. ICE shares are still trading well above that option price, even with the market downturn.

Loeffler was a former executive at ICE before she joined the U.S. Senate. She met Sprecher after getting hired by the company as head of its media and investor relations in 2002. The two wed two years later. 

Sprecher was still a mostly unknown Atlanta businessman when he signed an audacious deal in 2012 to buy the New York Stock Exchange for $8.2 billion. The buyout of the "Big Board" — Wall Street's most famous institution — vaulted him into the top ranks of America's financial industry.

Loeffler was appointed to the Senate by Georgia's governor in early January to fill a vacant seat. She is widely described as the wealthiest member of the U.S. Senate and reportedly plans to use an estimated $20 million of her fortune to win election to her Senate seat in November.

First published on March 20, 2020 / 9:20 PM

© 2020 CBS Interactive Inc.. All Rights Reserved.