DEF 14A of Factset Research Systems Inc, Oct 27, 2023

DEF 14A of Factset Research Systems Inc

Filed Oct 27, 2023 · FY20230001013237-23-000130

Open on EDGAR

  1. Securities Exchange Act of 1934

    | Compensation and Talent Committee Report | 62 | | Executive Compensation | 63 | | Summary Compensation Table | 63 | | Grants of Plan-Based Awards | 64 | | Outstanding Equity Awards at Fiscal Year-End | 66 | | Option Exercises and Stock Vested | 68 | | Nonqualified Deferred Compensation | 68 | | Employee Benefit Plans | 68 | | Potential Payments upon Termination or Change of Control | 68 | | CEO Pay Ratio | 71 | | Pay Versus Performance | 72 | | Proposal 3: Advisory Vote on Executive Compensation | 76 | | Proposal 4: Advisory Vote on the Frequency of Future Compensation Votes | 77 | | Security Ownership of Certain Beneficial Owners and Management | 78 | | Beneficial Owners | 78 | | Directors and NEOs | 79 | | Section 16(a) Beneficial Ownership Reporting Compliance | 80 | | Equity Compensation Plan Information | 80 | | Certain Relationships and Related Transactions | 80 | | Other Matters | 81 | | Stockholder Proposals and Stockholder Nomination of Directors | 81 | | Delivery of Documents to Stockholders Sharing an Address | 81 | | Other Business | 82 |

  2. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The Board of Directors has nominated each of the four individuals indicated below to serve a term as a director. All are independent. If elected at the Meeting, Robin A. Abrams, Malcolm Frank and Laurie Siegel are expected to serve until the 2025 Annual Meeting of Stockholders, and Elisha Wiesel is expected to serve until the 2024 Annual Meeting of Stockholders. Below is a summary of our Board of Directors, including the four nominees.

  3. Proposal 1 — Election of Directors

    | Name | Position | Independent | Age | Director Since | AC | CTC | NCGC | GI | DB | | Robin A. Abrams* | Chair | Yes | 72 | 2011 | | ♦ | ♦ | F | W | | Siew Kai Choy | Director | Yes | 58 | 2020 | ♦ | | | M | A | | Malcolm Frank* | Director | Yes | 57 | 2016 | | ♦ | ♦ | M | W | | James J. McGonigle | Lead Independent Director | Yes | 60 | 2002 | | | C | M | W | | Lee Shavel | Director | Yes | 56 | 2020 | C | | | M | W | | Laurie Siegel* | Director | Yes | 67 | 2015 | | C | | F | W | | F. Philip Snow | CEO | No | 59 | 2015 | | | | M | W | | Maria Teresa Tejada | Director | Yes | 56 | 2022 | ♦ | | | F | W, H/L | | Elisha Wiesel* | Director | Yes | 51 | 2023 | | | | M | — |

  4. Proposal 1 — Election of Directors

    AC Audit Committee CTC Compensation & Talent Committee NCGC Nominating & Corporate Governance Committee ♦ Member C Chair GI Gender Identity DB Demographic Background M Male F Female W White H/L Hispanic/Latinx A Asian *Nominated for election at this Meeting FactSet is committed to responsible and effective corporate governance practices in order to enhance sustainable, long-term stockholder value and to be accountable and responsive to our stakeholders. The following are some highlights of our governance framework and the composition of our Board.

  5. Proposal 1 — Election of Directors

    | Board Structure and Independence | Stockholder Rights | | •Independent Chair separate from CEO •Eight of nine directors independent •Fully independent Audit Committee, Compensation & Talent Committee, and Nominating & Corporate Governance Committee | •Phase-out of classified board, to be fully declassified at 2025 Annual Meeting •Proxy access rights •Stockholder director nominee recommendations •Majority voting for directors (in uncontested elections) •Stockholder special meeting right | | Board Diversity | Other Governance Practices | | •Diverse and highly skilled Board that provides a range of viewpoints •Three of nine directors are women •Two of nine directors are of diverse demographic background •Four directors have served for less than 5 years, three have served for 5-10 years, two have served for more than 10 years | •Annual Board and Committee performance evaluations •Anti-hedging and pledging policy •Policy on public company board service •Robust Code of Business Conduct and Ethics •Clawback policy •Stock ownership requirements for directors and executive officers |

  6. Proposal 1 — Election of Directors

    For a detailed discussion of our Board of Directors, our corporate governance practices and our director nominees, please see "Corporate Governance" beginning on page 10 and "Proposal 1: Election of Directors" on page 29.

  7. Business Experience and Qualifications of Board Members

    | | Robin A. Abrams | | | | Committees: | Chair of the Board of Directors Compensation and Talent Committee (Member) Nominating and Corporate Governance Committee (Member) | | | Term: | Nominated for a two year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2011 |

  8. Business Experience and Qualifications of Board Members

    Ms. Abrams, age 72, is a financial consultant who currently serves as a member of the Board of Directors of HCL Technologies Ltd., a global offshore IT and software development company, and Lattice Semiconductor Corporation, a global leader in smart connectivity solutions. In addition, Ms. Abrams served on the board of trustees for the Anita Borg Institute for Women and Technology through 2018. Previously, Ms. Abrams served as the CEO of Palm Computing, Inc. Prior to Palm, she was President and CEO of Verifone, a global leader in payment solutions. Ms. Abrams has also held senior leadership positions at Apple and Accenture. She received her B.A. in political science and history and her J.D. from the University of Nebraska. Ms. Abrams brings a wealth of experience at technology companies, which FactSet seeks to leverage to enhance its own development processes. She has seen how several highly successful technology companies stay ahead of their competition through properly planning their product development strategies. Her previous experiences as an executive officer at several technology companies makes Ms. Abrams an important resource for the Board as it assesses financial and strategic decisions.

  9. Business Experience and Qualifications of Board Members

    | | Siew Kai Choy | | | | Committees: | Audit Committee (Member) | | | Term: | Current term expires in concurrence with the Annual Meeting of Stockholders in 2024 | | | Director Since: | 2020 |

  10. Business Experience and Qualifications of Board Members

    Mr. Choy, age 58, has over 30 years of experience in the investment management industry, retiring from Singapore’s sovereign wealth fund, GIC Private Limited, after 20 years of service. He was a Managing Director of GIC and held key leadership positions in the Equities investment department, Risk & Performance Management, enterprise Data & Analytics, Governance and GIC Innovation Labs. He was also a member of the Corporate Management Committee and Group Risk Committee. From 2015, he led the establishment of an Enterprise Data and Analytics capability in GIC, with responsibility for building corporate wide capabilities for investment AI/Data Science, Enterprise Data Governance and Data Architecture, as well as Business Requirements Analysis, Data Management and Operations functions related to solutioning systems and processes supporting investment decision-making by GIC investment groups (across Equities, Fixed Income, Treasury/FX, Private Equities, Real Estate, Private Debt, Infrastructure and Total Portfolio). In his earlier career, Mr. Choy had the start-up experience of building from scratch all functions of a boutique fund management company and leading change initiatives in one of the largest South East Asian banks. He is an independent investor and/or advisor to listed and private companies across Banking, Fintech, Regtech and DeepTech located in Singapore, the United States, the United Kingdom and Europe. Mr. Choy recently served as a Distinguished Careers Institute Fellow at Stanford University. Mr. Choy holds a BSc in Computer Science and Management Science (joint honours) and has attended The Wharton School’s Advanced Management Program for Senior Executives. Mr. Choy brings to the Board the perspective of a large institutional investor, along with an in-depth understanding of the client experience from his time with GIC. He also provides the Board with deep familiarity with the global finance industry, understanding of the evolution of our products, and insights into the Asia Pacific region.

  11. Business Experience and Qualifications of Board Members

    | | Malcolm Frank | | | | Committees: | Compensation and Talent Committee (Member) Nominating and Corporate Governance Committee (Member) | | | Term: | Nominated for a two year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2016 |

  12. Business Experience and Qualifications of Board Members

    Mr. Frank, age 57, is currently Chief Executive Officer of TalentGenius. Previously he was the President of Cognizant Digital Business and Technology ("Cognizant") until September 2021. In this role, Mr. Frank oversaw Cognizant's broad digital services portfolio. This portfolio included Digital Strategy, Artificial Intelligence & Analytics, Interactive, Digital Engineering, and loT. Prior to this role, Mr. Frank was Executive Vice President, Chief Strategy Officer and Chief Marketing Officer at Cognizant. Prior to joining Cognizant in 2005, he was co-founder, President and CEO of CXO systems, an independent software vendor. Mr. Frank has co-authored two best-selling books, "What to Do When Machines Do Everything" (2017) and "Code Halos" (2014), both of which received multiple international book awards. Mr. Frank has also authored numerous white papers focusing on the Future of Work and created the term "SMAC Stack." Mr. Frank has presented at various conclaves, including the World Economic Forum and the South by Southwest Conference and Festivals. Mr. Frank is frequently quoted, is the subject of a Harvard Business School case study, and was named "one of the most influential people in finance" by Risk Management Magazine. Mr. Frank also serves on the Board of Directors of Fingerpaint Marketing. Mr. Frank holds a Bachelor's degree in Economics from Yale University. Mr. Frank brings to the Board his expertise in marketing and strategy, as well as his many years of experience in the areas of technical professional services and software as a service ("SaaS").

  13. Business Experience and Qualifications of Board Members

    | | James J. McGonigle | | | | Committees: | Nominating and Corporate Governance Committee (Chair) | | | Term: | Current term expires in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2002 |

  14. Business Experience and Qualifications of Board Members

    Mr. McGonigle, age 60, currently serves as an Entrepreneur Advisor at Summit Partners and Equality Asset Management, and as an angel investor and advisor to a variety of small companies in the business services and software industries. He has been a member of FactSet’s Board of Directors since 2002, has served as the Lead Independent Director since 2005 and as the Chair of the Nominating and Corporate Governance Committee since 2004. Mr. McGonigle is the former Chairman and CEO of The Corporate Executive Board Company (“CEB”). During his tenure at CEB he held a variety of positions including: special advisor to the Board of Directors from July 2007 until April 2009; Director and Chairman of the Board from July 2005 until July 2007; CEO from July 1998 until July 2005; and General Manager from October 1997 until July 1998. From 1995 until October 1997, Mr. McGonigle was the General Manager of the corporate division of The Advisory Board Company. Mr. McGonigle spent his early career as a consultant at McKinsey and Co. He also created and taught an M.B.A. course in management consulting at Georgetown University’s McDonough School of Business in Washington D.C. and at Escuela Superior de Administración y Dirección de Empresas (ESADE) in Barcelona Spain. He received a B.A. from the Woodrow Wilson School at Princeton University in 1985 and a J.D. from Harvard Law School in 1990. Mr. McGonigle brings to the Board leadership experience, including service as the CEO of a public company for over seven years. This role required industry knowledge combined with operational and management expertise. In addition, Mr. McGonigle brings to the Board market and corporate governance insights from his experience as an outside public company board member.

  15. Business Experience and Qualifications of Board Members

    | | Lee Shavel | | | | Committees: | Audit Committee (Chair) | | | Term: | Current term expires in concurrence with the Annual Meeting of Stockholders in 2024 | | | Director Since: | 2020 |

  16. Business Experience and Qualifications of Board Members

    Mr. Shavel, age 56, is President and Chief Executive Officer of Verisk Analytics, Inc., a global data analytics company. Mr. Shavel also serves on the board of directors of Verisk. Mr. Shavel has been at Verisk since 2017, first serving as Chief Financial Officer, then serving as CFO and group president of the company's energy and financial services groups. As CFO, he was responsible for financial and strategy functions, including accounting, treasury, financial planning and analysis, investor relations, M&A, strategic sourcing and procurement, real estate, and corporate tax. In addition, as Group President, he had operating responsibility for Verisk's Energy & Specialized Markets and Financial Services businesses. Before joining Verisk, Mr. Shavel served as Executive Vice President and Chief Financial Officer of Nasdaq, Inc., from 2011 to 2016. Before that, he served as Managing Director and Americas Head of Financial Institutions Investment Banking and in other capacities at Bank of America Merrill Lynch from 1993 to 2011. From 2016 to 2019, he served as a Board Director and Chairman of the Audit Committee of Investment Technology Group, Inc. Mr. Shavel graduated with honors from the University of Pennsylvania, with a B.A. in English and a B.S. in Economics from the Wharton School. Mr. Shavel brings the perspective of a chief executive officer, chief financial officer and business leader to the Board, including extensive familiarity with the functioning of a public company audit committee. Mr. Shavel serves as a Financial Expert on the Audit Committee. He also contributes his knowledge and experience of the financial information services industry.

  17. Business Experience and Qualifications of Board Members

    | | Laurie Siegel | | | | Committees: | Compensation and Talent Committee (Chair) | | | Term: | Nominated for a two year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2015 |

  18. Business Experience and Qualifications of Board Members

    Ms. Siegel, age 67, is the President of LAS Advisory Services, with a background in business and human resources leadership. She currently serves as a member of the Board of Directors of Lumen Technologies, a global enterprise technology platform, and CECO Environmental Corp., an environmentally focused diversified industrial company. She retired in September 2012 from Tyco International Ltd., a diversified manufacturing and service company, where she had served as Senior Vice President of Human Resources and Internal Communications since 2003. From 1994 to 2002, she held various positions with Honeywell International Inc., including Vice President of Human Resources – Specialty Materials. Ms. Siegel currently serves as an advisor to the G100 Network and chairs the G100 Talent Consortium. Ms. Siegel received an M.B.A. and a M.A. degree in City and Regional Planning, both from Harvard University. She completed her B.A. at the University of Michigan. Ms. Siegel’s key qualifications, experiences and skills include executive experience with multi-national companies, as well as human resources and executive compensation expertise. She serves as the Chair of the HR and Compensation Committee at Lumen and as a member of the Nominating/Corporate Governance Committee of the Lumen Board. Ms. Siegel brings to FactSet’s Board substantial experience as a human resources executive with large global enterprises as well as substantial public company board experience.

  19. Business Experience and Qualifications of Board Members

    | | F. Philip Snow | | | | Committees: | None | | | Term: | Current term expires in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2015 |

  20. Business Experience and Qualifications of Board Members

    Mr. Snow, age 59, was named CEO of FactSet on July 1, 2015, having served as President since July 1, 2014. Mr. Snow joined FactSet in 1996 as a Consultant before moving to the Asia Pacific region to hold positions in the Tokyo and Sydney offices. Following his move back to the U.S. in 2000, Mr. Snow held various sales leadership roles prior to assuming the role of Senior Vice President, Director of U.S. Investment Management Sales in 2013. Mr. Snow received a B.A. in Chemistry from the University of California at Berkeley and a Master of International Management from the Thunderbird School of Global Management. He has earned the right to use the Chartered Financial Analyst designation. The Board benefits from Mr. Snow’s many years with FactSet and his unique expertise gained by rising through the Sales organization from Consultant to Head of Americas Sales. He has also served in multiple geographic regions including Australia, Tokyo, and San Francisco before coming to the East Coast as President and then CEO. His tenure at FactSet has contributed to his strategic vision, leadership and operational expertise, and his deep knowledge of the financial information services industry.

  21. Business Experience and Qualifications of Board Members

    | | Maria Teresa Tejada | | | | Committees: | Audit Committee (Member) | | | Term: | Current term expires in concurrence with the Annual Meeting of Stockholders in 2025 | | | Director Since: | 2022 |

  22. Business Experience and Qualifications of Board Members

    Ms. Tejada, age 56, is an expert partner at Bain & Co., Inc. in the global financial services practice, advising clients on corporate strategy, risk management, and governance topics. Before joining Bain & Co., Inc., Ms. Tejada was the chief strategic enterprise risk officer at Wells Fargo & Company and deputy chief risk officer and chief credit officer at KeyCorp. She spent 16 years at Goldman Sachs, between New York and London, in emerging markets fixed income and Latin America investment banking, ultimately serving as managing director of credit risk management & advisory for Europe, the Middle East, and Africa. Early in her career, Ms. Tejada also held bank regulatory roles at the Federal Reserve Bank of New York. Ms. Tejada received a B.A. in Political Economy from Williams College and a M.A. in Law & Diplomacy from The Fletcher School at Tufts University. Ms. Tejada has been a Director of Pacific Mutual Holding Company since August 2021 and serves on both the Audit and the Investment and Finance Committees. She has also been a Board Trustee of the Cleveland Museum of Natural History since 2014 and an Honorary Director since January 2020, including serving as Vice-Chair, Nominating & Governance Co-Chair, and Board Chair Succession Task Force Member. In addition to her leadership roles, Ms. Tejada has been actively engaged in people development as well as diversity and inclusion initiatives across numerous organizations. Ms. Tejada's extensive financial industry experience, focus on risk management and strategy, and commitment to sustainability, are a valuable contribution to the Board and the Audit Committee.

  23. Business Experience and Qualifications of Board Members

    | | Elisha Wiesel | | | | Committees: | None | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2024 | | | Director Since: | 2023 |

  24. Business Experience and Qualifications of Board Members

    Mr. Wiesel, age 51, is a founding partner and the Chief Risk Officer of ClearAlpha Technologies, an emerging investment manager. Previously, Mr. Wiesel spent 25 years at Goldman Sachs, including 15 years as a partner, innovating in software, markets and risk management. He also served as Chief Risk Officer of the Securities Division for seven years and as Chief Information Officer for three years. Mr. Wiesel is chair of Entrio, an Israeli financial technology start-up company. He is also chair of the Elie Wiesel Foundation. He graduated from Yale University with a B.S. in Computer Science. Mr. Wiesel brings to the Board deep experience in risk management, as well as in-depth understanding of software and technology in the financial services industry.

  25. Director Compensation Program

    Director Compensation Program The general policy of the Board is that compensation for directors should be a mix of cash and equity-based compensation. We do not pay management directors for Board service in addition to their regular employee compensation. The Compensation and Talent Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The Board reviews the committee’s recommendations and determines the amount of director compensation. Each director is provided access to the FactSet service, at no charge, which allows them to utilize our suite of products. During fiscal 2023, non-employee director compensation consisted of: •An annual retainer of $60,000. Each director may choose to receive the retainer as a quarterly cash payment or receive the equivalent value in an equity grant consisting 50% of non-qualified stock options and 50% of restricted stock units; •An equity grant of non-qualified stock options having an intended grant date fair value of $75,000; and •An equity grant of restricted stock units having an intended grant date fair value of $75,000. •Equity grants for non-employee directors are made on January 15 (or the first business day thereafter) of each year. Stock options granted to non-employee directors vest fully on the first anniversary of the grant date and have a seven-year term. Restricted stock units granted to non-employee directors vest fully on the first anniversary of the grant date. •Any director appointed during a fiscal year is entitled to receive: •Pro rata cash payments of the annual retainer during the year the director begins service; and •A pro rata equity grant for the appropriate portion of the first year of service on January 15 (or the first business day thereafter) of the year following the start of service, in addition to the standard annual grant for the year following the start of service. The FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the “Director Plan”) provides for the grant of share-based awards, including stock options and restricted stock units, to non-employee directors of FactSet. Under the Director Plan, the Compensation and Talent Committee may award an annual equity grant to each non-employee director on or around January 15th of each year. The number of option shares or restricted stock units to be granted in order to deliver the intended value will be determined on the grant date. The Compensation and Talent Committee recommended and the Board approved an annual equity grant of 583 non-qualified stock options and 176 restricted stock units to each of the non-employee directors serving on the Board on January 17, 2023. Additionally, each non-employee director serving on the Board on January 17, 2023 was given an award of $60,000 with the election to receive the retainer as a quarterly cash payment or receive the equivalent value in a mix of non-qualified stock options and restricted stock units. For fiscal 2023, directors Choy, Shavel, Siegel and Tejada opted for the equity grant consisting of 232 non-qualified stock options and 71 restricted stock units. The exercise price for the non-qualified stock options granted under the retainer and annual grant was $428.70 per share, being equal to the closing price of FactSet common stock on January 17, 2023. The grant date fair value for all non-qualified stock options was $128.84 and the grant date value for all restricted stock units was $425.06. The non-qualified stock options granted to directors vest 100% on the first anniversary of the date of grant and expire seven years from the date of grant while the restricted stock units granted to directors vest 100% on the first anniversary of the date of grant. On September 22, 2020, the Board adopted stock ownership guidelines that require each of our non-employee directors to own FactSet stock having a value of at least $400,000. See "Compensation Discussion and Analysis — Stock Ownership and Holding Guidelines." We pay or reimburse our directors for travel, lodging and related expenses incurred in connection with attending Board, committee and stockholder meetings and other Company business related events. From time to time, we may reimburse a director’s expenses for participation in third party-supplied continuing education related to the director’s Board or committee service. There was no reimbursement for educational participation made to the directors during fiscal 2023.

  26. Director Compensation Table

    Director Compensation Table The following table provides information as to compensation for services of the non-employee directors during fiscal 2023.

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Robin A. Abrams | $40,000 | $74,811 | $75,114 | $— | $— | $— | $189,924 | | Siew Kai Choy | $— | $104,990 | $105,005 | $— | $— | $— | $209,994 | | Malcolm Frank | $60,000 | $74,811 | $75,114 | $— | $— | $— | $209,924 | | James J. McGonigle | $60,000 | $74,811 | $75,114 | $— | $— | $— | $209,924 | | Lee Shavel | $20,000 | $104,990 | $105,005 | $— | $— | $— | $229,994 | | Laurie Siegel | $— | $104,990 | $105,005 | $— | $— | $— | $209,994 | | Maria Teresa Tejada | $20,000 | $163,223 | $163,369 | $— | $— | $— | $346,592 | | Elisha Wiesel(1) | $26,833 | $— | $— | $— | $— | $— | $26,833 |

  28. Director Compensation Table

    1.Director Wiesel joined the Board on March 21, 2023. 2.The cash fee earned by director Abrams during fiscal 2023 represents the pro rata portion of her $60,000 annual retainer for the period of January 1, 2023 through August 31, 2023, as she chose to receive the retainer for her service during 2023 in cash. The cash fees earned by directors Shavel and Tejada during fiscal 2023 represent the pro rata portion of their $60,000 annual retainer for the period of September 1, 2022 through December 31, 2022, as they received their retainers for service during 2022 in cash. The cash fee earned by director Wiesel during fiscal 2023 represents the pro rata portion of his $60,000 annual retainer for the period of March 21, 2023 through August 31, 2023. 3.The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Share-Based Payment, (“ASC Topic 718”), of restricted stock unit ("RSU") awards issued during fiscal 2023 pursuant to the Director Plan. For information on the valuation assumptions with respect to RSU grants, refer to the notes to the consolidated financial statements contained in our Annual Report on Form 10-K. On January 17, 2023, we granted 176 RSUs to each of the non-employee directors representing a grant-date fair value of $74,811. Additionally, directors Choy, Shavel, Siegel and Tejada elected to receive their retainer for service during 2023 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 71 RSUs. Director Tejada also received an additional pro rata grant of 137 RSUs for her 2022 service. The grant date fair value for all RSUs was $425.06. At August 31, 2023, our non-employee directors had the following outstanding RSU awards, all of which were not fully vested: Robin A. Abrams, 176 RSUs; Siew Kai Choy, 247 RSUs; Malcolm Frank, 176 RSUs; James J. McGonigle, 176 RSUs; Lee Shavel, 247 RSUs; Laurie Siegel, 247 RSUs; Maria Teresa Tejada, 384 RSUs; and Elisha Wiesel, 0 RSUs. 4.The amounts in the Option Awards column represent the aggregate grant date fair values, computed in accordance with ASC Topic 718, of stock option awards issued during fiscal 2023 pursuant to the Director Plan. For information on the valuation assumptions with respect to stock option grants, refer to the notes to the consolidated financial statements contained in our Annual Report on Form 10-K. On January 17, 2023, we granted 583 stock options to each of the non-employee directors representing a grant-date fair value of $75,114. Additionally, directors Choy, Shavel, Siegel and Tejada elected to receive their retainer for service during 2023 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 232 non-qualified stock options. Director Tejada also received an additional pro rata grant of 453 non-qualified stock options for her 2022 service. The exercise price for the non-qualified stock options for both the retainer and annual grant was $428.70 per share, being equal to the closing price of our common stock on January 17, 2023. The grant date fair value for all non-qualified stock options was $128.84. At August 31, 2023, our non-employee directors had the following outstanding stock option awards, some of which were not fully vested: Robin A. Abrams, 13,394 options; Siew Kai Choy, 4,034 options; Malcolm Frank, 11,241 options; James J. McGonigle, 9,606 options; Lee Shavel, 3,759 options; Laurie Siegel, 10,540 options; Maria Teresa Tejada, 1,268 options; and Elisha Wiesel, 0 options.

  29. Pillars of our Compensation Philosophy

    | Our executive compensation is structured to encourage management decisions and behaviors that align with the long-term interests of our stockholders. | | To achieve our strategic goals, we design our compensation program to attract, motivate and retain talented employees who can successfully execute our strategy. |

  30. Compensation Governance Features

    | What we do: | What we don't do: | | •Pay for performance with focus on long-term value creation | •We have no employment contracts for NEOs | | •Quantitative company performance measures | •We do not allow our directors or officers to hedge or pledge FactSet stock | | •Clawback policy that covers both long-term and short-term incentive awards | •We pay no significant perquisites or benefits to our NEOs | | •Clawback policy that allows for recoupment of incentive and time-based equity compensation in the event of misconduct | •We give no excise tax gross ups to our NEOs | | •Annual risk assessment of pay programs and structure | •There are no “evergreen” annual share increase provisions in our equity stock plans | | •Annual say-on-pay vote | •We do not allow repricing of stock options | | •Double-trigger change of control vesting provisions | •We do not utilize a discount from fair market value in setting the exercise price of stock options | | •Independent compensation consultant for the Compensation and Talent Committee with only independent directors | •We do not offer pensions or supplemental executive retirement, health or insurance benefits | | •Robust stock ownership requirements for our directors, NEOs and other members of management | •We pay no dividends on performance share units or restricted share units unless and until they vest | | •Discourage imprudent risk taking | •We have no individual severance or change-in-control agreements with NEOs and other members of management | | •Executive severance plan covering NEOs and other members of senior management | •We will not grant stock options within four business days before, or one business day after, public disclosure of material nonpublic information |

  31. Core Elements of Total Direct Compensation

    Core Elements of Total Direct Compensation In making compensation decisions, the Compensation and Talent Committee has sought to reinforce the correlation between FactSet’s performance and executive compensation. The Compensation and Talent Committee has designed the executive compensation program to motivate, retain, engage and appropriately reward our executive officers. Compensation for our NEOs is based both on operating performance at FactSet's collective and strategic workflow levels as well as the NEO's individual performance toward executing FactSet’s strategy, accelerating growth, and contributing to company-wide results. By encouraging NEOs to strive for outstanding individual and team performances, they are expected in turn to drive the positive performance of FactSet as a whole. The core elements of our NEOs’ compensation package consist of base salary, annual incentive and long-term incentive, which we collectively refer to as "Total Direct Compensation." Incentive awards are composed of a mix of annual incentives in the form of cash and long-term incentive equity grants, which may include stock options, performance share units ("PSUs"), and restricted share units ("RSUs"). Taken together, Total Direct Compensation is tied to performance and closely linked to long-term growth, achievement of financial objectives, and stock price appreciation.

  32. Core Elements of Total Direct Compensation

    | Annual Incentive | Cash | Company Performance (80%) •For corporate leadership, ASV plus Professional Services Growth and Adjusted Operating Margin on a company-wide level •For strategic workflow heads, ASV plus Professional Services Growth and Adjusted Operating Margin both on a company-wide level and on a strategic workflow level •Minimum level of performance required for financial component of annual incentive Individual Goals (20%) •Key goals established for each NEO | •Rewards and recognizes annual accomplishment of key financial objectives •Performance measures aligned with FactSet’s growth, both on a company-wide and strategic workflow basis •Specified performance achievements required to fund incentive payments. If one or more components of performance does not reach threshold level, some or all of the financial target portion of the annual incentive would not be paid to NEOs unless the Compensation and Talent Committee were to do so in its discretion •Key individual goals are within the NEO’s area of responsibility and assessed annually | | Long-Term Incentives | Stock Options | •Stock price | •Increases alignment with stockholder interests •Promotes an ownership mindset, as the awards can greatly increase in value as long as there is stock price appreciation •NEOs only benefit if our stock price appreciates from the date of grant of the award •Five-year vesting period encourages retention and long-term horizon | | Long-Term Incentives | Performance Share Units | Company Performance •Adjusted Cumulative Operating Earnings •Adjusted Cumulative Revenues Stock Price | •Rewards and recognizes accomplishment of key financial objectives over a three-year period corresponding to FactSet's current three-year plan •Performance measures aligned with FactSet’s growth •Aligns with stockholder interests as the awards can greatly increase in value when there is stock price appreciation |

  33. Core Elements of Total Direct Compensation

    | Long-Term Incentives | Restricted Share Units | •Stock price | •Increases alignment with stockholder interests •Promotes an ownership mindset, as the awards can greatly increase in value when there is stock price appreciation •Three to five year vesting period encourages retention and long-term horizon |

  34. Significant Percentage of Executive Pay Is at Risk

    Significant Percentage of Executive Pay Is at Risk Since executive compensation is delivered principally in the form of annual and long-term incentive awards, a significant portion of executive pay is at risk and dependent on our future performance. Our stock option awards derive value directly from price appreciation in our common stock and have no value if our common stock price does not appreciate prior to expiration of the stock options. Our PSU awards derive value only when we achieve the specified performance goals required for the PSUs to vest, have no value if we do not achieve the threshold performance targets specified in the PSU grants, and have increased value if our common stock price appreciates and if actual performance exceeds target performance levels. Our RSU awards derive value from the value of our common stock and have increased value if our common stock price appreciates. The below pay mix charts illustrate how our CEO and our other NEOs have a significant portion of their pay at risk based on performance, including a mix of both short-term and long-term performance related compensation components. The charts represent the proportion of target Total Direct Compensation for our CEO and our other NEOs in fiscal 2023 attributed to base salary, target annual incentive opportunity, and target long-term incentives, including stock options, PSUs and RSUs. The pay mix chart for our other NEOs represents the average target pay mix for the NEOs reported below in our Summary Compensation Table other than our CEO.

  35. Pay is not only based on current operating results, but also rewards progress towards future growth

    Pay is not only based on current operating results, but also rewards progress towards future growth A substantial portion of NEO compensation is subject to achieving both short-term and long-term performance objectives that enhance stockholder value. FactSet is focused on ASV plus Professional Services Growth and Adjusted Operating Margin for our annual plan metrics. ASV plus Professional Services Growth is reflective of future sustainable performance and is a strong indicator of growth over the long term. Adjusted Operating Margin is reflective of profitable growth on a going forward basis. Cash incentive compensation rewards annual (short-term) performance, while equity-based compensation promotes an ownership mindset (long-term). The allocation between annual incentive compensation and long-term equity compensation is based primarily on an evaluation of an executive’s overall role and contributions to FactSet, taking into account competitive practices. Equity-based compensation, specifically stock options, PSUs and RSUs, represents a significant portion of total compensation for our NEOs, and for all of these, NEO benefits align with appreciation in our common stock price. The Compensation and Talent Committee has viewed stock options as a method, not only of encouraging the NEOs to drive performance in the long-term, but also of encouraging the retention of executives through the five-year stock option vesting schedule, which is longer than typical market practice. The interests of NEOs as owners of stock and holders of long-term equity awards have been aligned in the past with those of stockholders due in part to the large share ownership such executives already maintained or have an opportunity to build. Our introduction in fiscal 2021 of stock ownership guidelines that apply to our NEOs and certain other covered executives are intended to further this alignment between our NEOs and our stockholders. During fiscal 2023, we performed our annual compliance calculation under the stock ownership guidelines as of February 1, 2023, and informed our NEOs and other covered executives of the status of their holdings relative to these guidelines at that time. We will continue to do this assessment annually to assist our NEOs and other covered executives in meeting their ownership and holding guidelines. See "Stock Ownership and Holding Guidelines" below.

  36. Defined qualitative factors beyond the quantitative financial metrics

    Defined qualitative factors beyond the quantitative financial metrics In addition to the financial metrics in the annual incentive plan, each NEO also has non-financial objectives that are set every year and focus the NEO’s efforts on specific business needs. These objectives may include leadership, talent development, commitment to diversity, equity and inclusion ("DE&I"), sustainability efforts, special assignments, project management, governance objectives, engagement in global offices, exposure to employees, key clients, investors and analysts, and other specific individual performance objectives. The NEO’s achievement of certain goal levels as well as other accomplishments made during the year guide and influence the NEO’s salary, target annual incentive and equity award.

  37. Role of the Compensation and Talent Committee, Management, and Compensation Consultant

    Role of the Compensation and Talent Committee, Management, and Compensation Consultant The Compensation and Talent Committee is responsible for reviewing and making decisions about executive policies and plans, including the amount of base salary, annual incentive and long-term incentive awarded to the NEOs, in accordance with FactSet’s established compensation philosophy. In addition, the Compensation and Talent Committee is responsible for administering the compensation plans in accordance with these objectives, strategy, and philosophy. In this process, the Compensation and Talent Committee evaluates information provided by its independent compensation consultant (Farient), our CEO, and other members of FactSet management. The Compensation and Talent Committee evaluates and approves various topics on an annual or as-needed basis, including, but not limited to, compensation levels and mix, compensation plan design, executive performance versus the plan, peer group, succession planning, and risk assessment. In fiscal 2023, the Compensation and Talent Committee continued to engage Farient as its independent compensation consultant. Farient, our CEO, and other FactSet executives assist the Compensation and Talent Committee from time to time in its evaluation of compensation elements or program design by providing analysis, industry benchmarking information, historical information, year-over-year comparisons and clarifications regarding job duties and performance. Management also prepares reports that include, but are not limited to, topics such as succession planning, plan performance, annual objectives and goals, and other compensation practices. In fiscal 2023, Farient did an analysis of the peer group, compensation levels for the CEO (e.g., competitiveness of base salary, annual incentive, and long-term incentives), as well as incentive program design (e.g., annual incentive program targets and measures, long-term incentive plan targets, compensation methods, and performance measures). FactSet has not entered into any employment agreements with our CEO or any of our NEOs and, as such, FactSet is not bound by any contractual salary, incentive grants or other compensation requirements for our CEO or any of our NEOs except for the FactSet Research Systems Inc. Executive Severance Plan. See "Executive Severance Plan and Equity Award Agreements" below. Perquisites have historically constituted a very small portion of each NEO’s total compensation, primarily representing the dollar value of matching contributions to the FactSet 401(k) Plan made by FactSet on behalf of each NEO.

  38. Peer Group Review

    Peer Group Review The Compensation and Talent Committee is provided executive compensation data of similarly situated NEOs at companies determined to be comparable to FactSet by the Compensation and Talent Committee. For fiscal 2023, the Compensation and Talent Committee utilized a peer group that was selected based on criteria including companies that reflect FactSet’s industry, business focus, size and global presence. The peer screening also incorporated a focus on good corporate governance practices. The peer group utilized by the Compensation and Talent Committee for fiscal 2023 was identical to the peer group used by the Committee for fiscal 2022 except for (i) the removal of one company (IHS Markit Ltd.) that ceased to be a public company during fiscal 2022 and (b) the inclusion of three additional companies: Dun & Bradstreet Holdings, Inc.; Guidewire Software, Inc.; and MarketAxess Holdings Inc. The Compensation and Talent Committee included these additional companies in the peer group to offset the removal from the peer group of three companies that ceased to be public during the prior two fiscal years, with the intention of keeping the peer group an effective size to serve its intended purpose. The Committee considered numerous possible companies for inclusion in the peer group before deciding upon the addition of these three companies.

  39. Peer Group Review

    | 2023 Peer Companies: | | | | | Black Knight, Inc. | Guidewire Software, Inc. | | | CoStar Group, Inc. | MarketAxess Holdings Inc. | | | Dun & Bradstreet Holdings, Inc. | Morningstar, Inc. | | | Envestnet, Inc. | MSCI, Inc. | | | Equifax, Inc. | Splunk Inc. | | | Fair Isaac Corporation | TransUnion | | | Gartner Inc. | Verisk Analytics, Inc. |

  40. Peer Group Review

    | 2022 Peer Companies: | | | | | Black Knight, Inc. | IHS Markit Ltd. 1 | | | CoStar Group, Inc. | Morningstar, Inc. | | | Envestnet, Inc. | MSCI, Inc. | | | Equifax, Inc. | Splunk Inc. | | | Fair Isaac Corporation | TransUnion | | | Gartner Inc. | Verisk Analytics, Inc. |

  41. Peer Group Review

    1.IHS Markit Ltd. announced in November 2020 that it intended to merge with S&P Global. The transaction closed February 28, 2022, during our fiscal 2022. The following table indicates the revenue for the last completed fiscal year for FactSet and each of the companies in our peer group, as well as the market capitalization of FactSet and each peer company as of August 31, 2023 (the conclusion of our fiscal 2023 year).

  42. Peer Group Review

    | Name | Most Recent FY Revenue (in $ millions) | Market Cap as of 8/31/2023 (in $ millions) | | Gartner, Inc. | 5,475.85 | 27,563.60 | | Equifax Inc. | 5,122.20 | 25,366.24 | | TransUnion | 3,709.90 | 15,699.83 | | Splunk Inc. | 3,653.71 | 20,335.30 | | Verisk Analytics, Inc. | 2,497.00 | 35,128.46 | | MSCI Inc. Class A | 2,248.60 | 42,994.17 | | Dun & Bradstreet Holdings, Inc. | 2,224.60 | 4,787.56 | | CoStar Group, Inc. | 2,182.40 | 33,479.52 | | Morningstar, Inc. | 1,865.60 | 9,924.24 | | FactSet Research Systems Inc. | 1,843.89 | 16,647.40 | | Black Knight, Inc. | 1,551.90 | 11,876.04 | | Fair Isaac Corporation | 1,377.27 | 22,485.59 | | Envestnet, Inc. | 1,239.78 | 2,979.20 | | Guidewire Software, Inc. | 905.34 | 7,039.28 | | MarketAxess Holdings Inc. | 718.71 | 9,077.62 |

  43. Peer Group Review

    The Compensation and Talent Committee continually reviews the total target compensation for our NEOs against that of comparable executives of our peer group companies. When considering peer compensation levels, the Compensation and Talent Committee focuses on Total Direct Compensation comparisons, and continues to emphasize long-term equity. We believe that our pay mix is reflective of our goals of retaining top talent and aligning executives' interests with stockholder returns. Additionally, the Compensation and Talent Committee utilized a reference peer group for compensation and governance practices for fiscal 2023 that includes companies that meet the peer group criteria but are larger than the peer group revenue range and are therefore not included in compensation level assessments. The reference peer group utilized by the Compensation and Talent Committee for fiscal 2023 was identical to the reference peer group used by the Committee for fiscal 2022. The reference peer group consists of Broadridge Financial Solutions, Fidelity National Information Services, Intercontinental Exchange, Moody's Corporation, Nasdaq, S&P Global, and Thomson Reuters.

  44. Compiled Benchmark Data

    Compiled Benchmark Data Farient and FactSet management prepare benchmarking and competitive data with respect to historical compensation and our defined peer group and surveys of other companies. The Compensation and Talent Committee utilizes this information in connection with establishing NEO compensation programs and parameters. In determining fiscal 2023 compensation, the Compensation and Talent Committee was provided executive compensation data of similarly situated NEOs at the companies making up the identified peer group and surveys of other companies with respect to the compensation provided to the NEOs. The materials presented to the Compensation and Talent Committee detailed the compensation by type, including salary, annual incentive and equity awards.

  45. Elements of Compensation and Fiscal 2023 Performance

    Elements of Compensation and Fiscal 2023 Performance Our executive compensation program works to embed the goals and principles explained above across the various elements of compensation. The three major elements of executive officer compensation in fiscal 2023 were: •Base salary; •Annual cash incentive awards; and •Long-term, equity-based incentive awards consisting of: ◦Stock option awards; and ◦Performance share unit (PSU) awards.

  46. Annual Incentive

    Annual Incentive The Compensation and Talent Committee has designed an annual cash incentive program to stimulate and support a high-performance environment by focusing such incentive compensation on the attainment of qualitative and quantitative guidelines and by recognizing superior performance. Each NEO has objectives that are established during the year (or near the date of beginning in the current role) and reviewed with the NEO. Annual company-level and operational-focused performance goals, as appropriate, serve to motivate executives, enhance collaboration and increase stockholder returns by focusing executive performance on those measures identified as being key drivers of our short and long-term business results. Total annual incentive opportunities for fiscal 2023 for our NEOs, and the increase over the comparable total annual incentive opportunities for fiscal 2022, are set out below in terms of percentage of base salary:

  47. Annual Incentive

    | NEO | 2022 Total Annual Incentive Opportunity as a percentage of 2022 Base Salary | 2023 Total Annual Incentive Opportunity as a percentage of 2023 Base Salary | Change in Total Annual Incentive Opportunity as a percentage of Base Salary | | F. Philip Snow | 150% | 150% | —% | | Linda S. Huber | 100% | 100% | —% | | Helen L. Shan | 116% | 120% | 3.4% | | Goran Skoko | 100% | 110% | 10.0% | | Robert J. Robie | 100% | 110% | 10.0% |

  48. Annual Incentive

    During fiscal 2023, the Compensation and Talent Committee slightly revised the annual cash incentive program for strategic workflow executives. For these executives, the Company performance component of the annual cash incentive target was increased to 40% from 30% and the strategic workflow component of the annual cash incentive target was decreased from 50% to 40% of the target. The goal of this adjustment was to encourage these executives to balance their focus on the performance of their own areas with their concern for the performance of the Company as a whole. Also for fiscal 2023, the Compensation and Talent Committee slightly revised the annual cash incentive program for Ms. Shan, our Chief Revenue Officer. For Ms. Shan, we instituted a 1.5x multiplier applied to the ASV growth calculation for performance between the target performance level of $176 million and $200 million, and a 2.0x multiplier applied to the ASV growth calculation for performance between $200 million and the stretch performance level of $246 million. The goal of this adjustment was to create additional incentive for Ms. Shan, as the leader of our sales organization, to drive top-line growth for the Company in what was anticipated to be a challenging year for sales growth. With respect to the portion of the annual incentive award that was attributed to company-wide ASV plus Professional Services Growth and Adjusted Operating Margin (80% for corporate management, 40% for strategic workflow management), the fiscal 2023 financial results for those measures were compared against the goals established at the beginning of the fiscal year. All of the ASV plus Professional Services Growth metrics and Adjusted Operating Margin metrics for fiscal 2023 (threshold, target and stretch) were above those set for our 2022 fiscal year annual incentive plan, reflecting our expectations for improved growth and more efficient performance during fiscal 2023. For fiscal 2023, we once again used ASV plus Professional Services Growth and Adjusted Operating Margin as the company-wide metrics for our annual incentive plan. These metrics maintain a focus on growth, with a balance between responsible growth and maintaining efficiency. ASV plus Professional Services at any given point in time represents the forward-looking revenues for the next twelve months from all subscription services currently supplied to clients plus Professional Services revenues derived from project-based consulting and implementation annualized over the past 12 months. Adjusted Operating Margin is calculated as Adjusted operating income divided by the sum of GAAP revenue plus the Deferred revenue fair value adjustment. Adjusted operating income is calculated by adding GAAP Operating income, Intangible asset amortization, Deferred revenue fair value adjustment, Impairment of investment and Other one-time items. These measures are publicly reported in our financial results. For fiscal 2023, for members of strategic workflow management, a substantial component (40%) of their annual incentive plan was attributable to the performance of their respective strategic workflow solutions. Each strategic workflow was assigned a specific ASV plus Professional Services Growth and Adjusted Operating Margin target at the beginning of the fiscal 2023 year, each of which varied by strategic workflows and was aligned with FactSet's overall financial plan. At year end, the fiscal 2023 financial performance was compared against the goals established at the beginning of the year. The fiscal 2023 annual incentive program also included an individual component for each NEO. For fiscal 2023, 20% of the annual incentive award for each NEO was based on the Compensation and Talent Committee’s subjective evaluation of the executives’ achievement of qualitative individual goals and other personal accomplishments set out in materials provided to the Compensation and Talent Committee by management. The Compensation and Talent Committee agreed on the NEOs’ performance and related compensation through discussions with the CEO and in conjunction with its review of the performance of FactSet as a whole. The Compensation and Talent Committee determined the actual size of annual incentive payments awarded to each of the NEOs. For fiscal 2023, the annual incentive goals and actual performance against these goals for corporate leadership (including Mr. Snow, Ms. Huber and Ms. Shan) were as follows.

  49. Annual Incentive

    | Measures | Weighting | Elements of Measurement | Base Performance | Target Performance | Stretch Performance | Actual Performance | | Corporate Performance | 80% | ASV + Professional Services Growth (66.7%) | $106 million | $176 million | $246 million | $143.7 million | | | | Adjusted Operating Margin (33.3%) | 32.5% | 34.5% | 36.5% | 36.2% | | Key Goals (Individual) | 20% | | Base Rating | Target Rating | Stretch Rating | Varies | | Payout as a Percent of Target (1) | | | 0% | 100% | 200% | 97.6% |

  50. Annual Incentive

    (1) For Ms. Shan, with respect to the ASV + Professional Services Growth component of the Corporate Performance measure, there is a 1.5x multiplier applied for performance between the target performance level of $176 million and $200 million, and a 2.0x multiplier applied for performance between $200 million and the stretch performance level of $246 million. In fiscal 2023, FactSet achieved ASV plus Professional Services Growth of $143.7 million and Adjusted Operating Margin of 36.2% and, as a result, 97.6% of the annual incentive award based on corporate performance was paid out. For fiscal 2023, the annual incentive goals for Mr. Skoko and actual performance against these goals were as follows. Based on this evaluation, 80% of the target annual incentive award was paid out to Mr. Skoko.

  51. Annual Incentive

    | Measures | Weighting | Elements of Measurement | Actual Performance | | Corporate Performance | 40% | ASV + Professional Services Growth (66.7%) | 97.6% of Target Performance(1) | | | | Adjusted Operating Margin (33.3%) | | | Research & Advisory Solutions Strategic Workflow Performance | 40% | ASV + Professional Services Growth (66.7%) | 52.1% of Target Performance(2) | | | | Adjusted Operating Margin (33.3%) | | | Key Goals (Individual) | 20% | | 101% of Target Performance | | Payout as a Percent of Target | | | 80.0% |

  52. Annual Incentive

    (1) See prior table for calculation of the annual incentive award payment based on corporate performance. (2) The Committee, in reviewing the portion of Mr. Skoko’s annual incentive based on the performance of his strategic workflow solution, determined that the formulaically calculated annual performance payment did not appropriately reflect Mr. Skoko’s contribution to FactSet during fiscal 2023. The Committee took into consideration Mr. Skoko’s regional leadership responsibilities as FactSet’s Managing Director of EMEA and Asia Pacific, the significant time he spent with clients focusing on corporate initiatives and opportunities, and his efforts in driving FactSet organizational culture and performance, and exercised its discretion to increase this component of Mr. Skoko’s annual incentive award payment. For fiscal 2023, the annual incentive goals for Mr. Robie and actual performance against these goals were as follows. Based on this evaluation, 107.1% of the target annual incentive award was paid out to Mr. Robie.

  53. Annual Incentive

    | Measures | Weighting | Elements of Measurement | Actual Performance | | Corporate Performance | 40% | ASV + Professional Services Growth (66.7%) | 97.6% of Target Performance(1) | | | | Adjusted Operating Margin (33.3%) | | | Analytics & Trading Strategic Workflow Performance | 40% | ASV + Professional Services Growth (66.7%) | 109.3% of Target Performance | | | | Adjusted Operating Margin (33.3%) | | | Key Goals (Individual) | 20% | | 122% of Target Performance | | Payout as a Percent of Target | | | 107.1% |

  54. Annual Incentive

    (1) See prior table for calculation of the annual incentive award payment based on corporate performance. The Compensation and Talent Committee reviewed the personal goals for each NEO, as well as individual accomplishments of each NEO, in determining the total annual incentive relating to the 20% of the annual incentive award based on satisfaction of key goals. For fiscal 2023, all of our NEOs had as part of their individual goals to play a critical role in helping to make sustained progress on FactSet's DE&I journey and make key decisions to help build a truly diverse, equitable, and inclusive workplace. In addition, the fiscal 2023 individual goals of each NEO were as follows:

  55. Annual Incentive

    | Mr. Snow’s goals: •Evolve our business strategy to provide further differentiation and a unique value proposition to our clients. •Drive for higher levels of speed and excellence in operational performance, including the integration of acquired businesses, product innovation and delivery, and secure, reliable and efficient processes. •Provide leadership to build a culture which attracts top talent, values diversity, develops employees to their full potential, and represents our corporate values. | | Ms. Huber's goals: •Drive an accountability mindset across the organization with a focus on budgeting, revenue/margin balance, and the return on invested capital and investment process. •Mature our processes to ensure a rigorous control environment. •Further elevate our corporate development capabilities to evaluate, execute and lead integration of high-value assets (partnerships or acquisitions). •Support FactSet's optimal capital allocation via appropriate balance sheet management, including improved treasury execution, enhanced cash management and foreign exchange management. | | Ms. Shan's goals: •Strengthen lead generation, marketing and brand to define value and drive long-term revenue growth. •Advance effectiveness in external and internal communications. •Increase productivity through greater team alignment, discipline and technology. •Achieve higher pricing and mature our pricing model through targeted workflow packages across all solutions. | | Mr. Skoko's goals: •Advance our opportunities in the Wealth area, including moving into new workflows. •In partnership with our content group, drive growth in our Dealmakers area by building on our core data capabilities with Deep Sector and Private Markets for investment bankers, sell-side research analysts, corporate users, private equity and venture capital professionals, and investment relationship professionals. •Add high growth assets and secure strategic partnerships in the Wealth and Private Markets areas. | | Mr. Robie's goals: •Further advance our position in the middle office market with performance, risk and reporting solutions. •Building on the strength of our middle office market business, grow our front office offering through development of a comprehensive workflow suite to position FactSet to increase its market share. •Evolve our services offering to meet our clients' growing demand for middle office outsourced services and become an extension of their resources and expertise. |

  56. Annual Incentive

    The Compensation and Talent Committee considered all the above, including the financial results for the target measures, the financial guidelines, the recommendations and evaluation by the CEO of the other NEOs, the achievement of individual goals and other personal accomplishments, and overall FactSet performance for the 2023 fiscal year. Using this total mix of information, the Committee made the following awards for the NEOs for fiscal 2023:

  57. Annual Incentive

    | | Total Annual Incentive Opportunity | Total Annual Incentive Percentage Awarded | Total Annual Incentive Paid | | F. Philip Snow | $1,125,000 | 98% | $1,102,406 | | Linda S. Huber | $575,000 | 98% | $564,602 | | Helen L. Shan | $600,000 | 101% | $607,150 | | Goran Skoko | $468,000 | 80% | $374,238 | | Robert J. Robie | $468,000 | 107% | $500,833 |

  58. Annual Incentive

    In addition to the portion of Mr. Snow’s annual incentive payment calculated based on corporate performance during fiscal 2023, the Compensation and Talent Committee, with consultation from the full Board, determined the payment for the 20% portion of Mr. Snow's annual incentive award that was based on achievement of individual key goals for fiscal 2023. The Committee utilized a subjective evaluation of Mr. Snow's achievement of qualitative individual goals and other personal accomplishments during the fiscal year. For fiscal 2023, the Committee considered Mr. Snow's leadership in positioning the organization for sustainable success and identified many initiatives and activities led by Mr. Snow which advanced FactSet in the areas of strategic differentiation, delivering results sustainably, fostering a culture of integrity, and building a world class employee value proposition. The Committee's assessment of the progress made in these areas in fiscal 2023, and Mr. Snow's direct impact on this activity, resulted in the Committee awarding a payment to Mr. Snow based on accomplishment of his key goals of $225,000, equal to the target value, which, when added to the formulaic portion of his annual incentive award, provided an aggregate 2023 annual incentive award to Mr. Snow of $1,102,406.

  59. Total Short Term Cash Compensation: Base Salary + Annual Incentive

    Total Short Term Cash Compensation: Base Salary + Annual Incentive When considering the appropriate base salary and target for the annual cash incentive program for each NEO, the Compensation and Talent Committee considers these two elements of compensation in conjunction, as representing the total short term cash compensation that the NEO might receive for the fiscal year. The combined base salaries and target annual incentive opportunities for fiscal 2023 for our NEOs, and the increase over the comparable combined base salaries and target annual incentive opportunities for fiscal 2022, are set out below:

  60. Total Short Term Cash Compensation: Base Salary + Annual Incentive

    | NEO | 2022 Target Total Short-Term Cash Compensation (2022 Base Salary + 2022 Target Annual Incentive Opportunity) | 2023 Target Total Short-Term Cash Compensation (2023 Base Salary + 2023 Target Annual Incentive Opportunity) | Percentage Change | | F. Philip Snow | $1,750,000 | $1,875,000 | 7.1% | | Linda S. Huber | $1,100,000 | $1,150,000 | 4.5% | | Helen L. Shan | $1,025,000 | $1,100,000 | 7.3% | | Goran Skoko | $800,000 | $893,000 | 11.6% | | Robert J. Robie | $780,000 | $893,000 | 14.5% |

  61. Total Short Term Cash Compensation: Base Salary + Annual Incentive

    The combined base salaries and total annual incentive awards actually paid to our NEOs for fiscal 2023, and the increase over the comparable combined base salaries and total annual incentive awards actually paid to our NEOs for fiscal 2022, are set out below:

  62. Total Short Term Cash Compensation: Base Salary + Annual Incentive

    | NEO | 2022 Total Short-Term Cash Compensation (2022 Base Salary + 2022 Total Annual Incentive Awarded) | 2023 Total Short-Term Cash Compensation (2023 Base Salary + 2023 Total Annual Incentive Awarded) | Percentage Change | | F. Philip Snow | $2,100,000 | $1,852,406 | (11.8)% | | Linda S. Huber | $1,300,000 | $1,139,602 | (12.3)% | | Helen L. Shan | $1,225,000 | $1,107,150 | (9.6)% | | Goran Skoko | $1,037,000 | $799,238 | (22.9)% | | Robert J. Robie | $1,021,000 | $925,833 | (9.3)% |

  63. Long-Term Incentive

    Long-Term Incentive A significant portion of the total compensation for each of our NEOs consists of long-term, equity-based incentive compensation. The Compensation and Talent Committee determines the types and size of the long-term, equity-based incentives according to each NEO’s position within FactSet, competitive benchmarking, performance and contributions to FactSet. Our philosophy is built on the principles that equity compensation should seek to align executives' actions with stockholder interests; attract, retain, and motivate highly qualified executives; and balance the focus on short and longer-term performance objectives. The Compensation and Talent Committee considers each NEO’s performance history, his or her potential for future advancement, the CEO’s recommendations for awards (other than the CEO's own) and the value of existing vested and unvested outstanding equity awards in making its determination. The relative weight given to each of these factors varies among individuals at the Compensation and Talent Committee’s discretion. For fiscal 2023, the long-term, equity-based incentive awards issued as part of our annual equity grant to our NEOs consisted of stock options and PSU awards, with each NEO being granted a long-term incentive award comprised of 50% service-based stock options and 50% PSUs. The Compensation and Talent Committee has traditionally utilized stock option grants as its primary long-term, equity-based incentive tool, and believes that these have been generally successful in aligning management and stockholder interests. However, with FactSet's focus on implementing its three-year strategic business plans, the Compensation and Talent Committee has over the past few years included PSUs as a form of award that was more closely correlated to this time frame and would align our senior leaders with the specific corporate goals related to this critical three-year strategic plan. The PSUs tie our executives to our long-term financial goals, which are key drivers of long-term sustainable stockholder value. We anticipate that the PSUs will provide greater transparency for plan participants as well as for stockholders. The long-term incentive program provides a strong balance between stock options and PSUs, effectively creating line-of-sight to drivers of value and value creation overall. In addition, the Compensation and Talent Committee believes that inclusion of the PSU awards is a way to incorporate a form of performance-based equity award to our overall compensation package. For fiscal 2023, the Compensation and Talent Committee believed that providing a mix of stock options and PSUs was the most effective way to promote equity ownership by the NEOs, reward them for solid operating performance and provide a retention incentive. The value of the long-term incentive awards granted to each NEO in fiscal 2023 was equal to, or greater than, those awarded to each NEO in fiscal 2022, with the exception of Ms. Huber, whose fiscal 2022 grant included a one-time component related to her hiring as FactSet's CEO effective October 4, 2021. The Compensation and Talent Committee felt that an increase in long-term incentive awards was the most appropriate method to fill a continuing, substantial competitive total compensation gap between FactSet and the market, particularly when the long-term incentives being awarded incorporated a substantial performance-based component in the form of the PSUs, which emphasized the Committee's focus on driving long-term shareholder value.

  64. Long-Term Incentive

    | NEO | 2022 Total Long Term Incentive Opportunity | 2023 Total Long Term Incentive Opportunity(1) | Percentage Change | | F. Philip Snow | $4,500,000 | $5,000,000 | 11.1% | | Linda S. Huber | $2,250,000 | $1,700,000 | (24.4)% | | Helen L. Shan | $1,500,000 | $1,650,000 | 10.0% | | Goran Skoko | $750,000 | $1,000,000 | 33.3% | | Robert J. Robie | $700,000 | $825,000 | 17.9% |

  65. Long-Term Incentive

    1.Total long-term incentive opportunity for fiscal 2023 consists of 50% service-based stock options and 50% PSUs.

  66. Stock Option Awards

    Stock Option Awards For fiscal 2023, the NEOs received 50% of their annual equity award in the form of service-based stock options. These grants vest 20% per year on the anniversary date of the grant over a five-year period, consistent with the terms of our recent annual stock option grants. Stock options have been intended to align incentives with long-term stock performance and the interests of stockholders and act as a motivational and retention tool. All NEOs received their stock option grant on November 1, 2022. Each stock option had an exercise price of $426.25 per share. The dollar value of each stock option award was converted on the grant date to a fixed number of stock options for each NEO using a stock option pricing formula.

  67. Performance Share Unit Awards

    Performance Share Unit Awards For fiscal 2023, the NEOs received 50% of their annual equity award in the form of PSU awards. The PSU awards are focused on creating visibility to outcomes that should drive long-term value creation, based on three-year cumulative performance. The PSUs have been designed to align incentives with long-term stock performance and the interests of stockholders and act as a motivational and retention tool. Each PSU represents the right to receive one share of FactSet common stock, subject to adjustment based on our performance during a three-year period from September 1, 2022 through August 31, 2025 (the "Performance Period") measured against certain specified performance goals established for the Performance Period based on our financial plan goals. The performance goals are based 50% on each of (a) our adjusted cumulative operating earnings during the Performance Period and (b) our adjusted cumulative revenues during the Performance Period.

  68. Performance Share Unit Awards

    | Performance Share Unit Vesting Schedule | | | | Threshold Level of Performance | Target Level of Performance | Stretch Level of Performance | | 50% | 100% | 150% |

  69. Performance Share Unit Awards

    At the threshold level of performance, 50% of the PSUs will vest; at the target level of performance, 100% of the PSUs will vest; and at the maximum level of performance, 150% of the PSUs will vest. There will be vesting based on linear interpolation between these levels. No PSUs will vest if performance is below the threshold level, and performance above the maximum level will not result in vesting of additional PSUs. The target level of performance, which results in vesting of 100% of the PSUs, reflects growth and margins over a three-year period ending in fiscal 2025 consistent with the goals set out in our internal three-year financial plan. The maximum level of performance, which results in vesting of 150% of the PSUs, is materially higher than the target level of performance and reflects significantly increased levels of growth in revenues and earnings. All NEOs received their PSU awards on November 1, 2022. The dollar value of each PSU award was converted on the grant date to a fixed number of PSUs for each NEO using an equity pricing formula. Any PSUs earned will vest on the third anniversary of the grant date (November 1, 2025).

  70. Performance Share Unit Awards Vesting During Fiscal 2023

    Performance Share Unit Awards Vesting During Fiscal 2023 On November 1, 2019, Mr. Snow, Ms. Shan, Mr. Skoko and Mr. Robie were among the FactSet employees granted PSU awards (the “2019 PSUs”). Each 2019 PSU represented the right to receive one share of FactSet common stock, subject to adjustment based on our performance during the three-year period from September 1, 2019, through August 31, 2022 (the "2022 Performance Period") measured against certain specified performance goals established for the 2022 Performance Period. Any 2019 PSUs earned would vest on November 1, 2022, the third anniversary of the 2019 PSU grant date. The 2019 PSU awards were focused on creating visibility to outcomes that should drive long-term value creation, based on three-year cumulative performance. The 2019 PSU awards were designed to align incentives with long-term stock performance and the interests of stockholders and act as a motivational and retention tool. The specified performance goals established for the 2019 PSUs were based on our financial plan goals for the 2022 Performance Period. The performance goals for the 2019 PSUs were based 50% on each of (a) our adjusted cumulative operating earnings during the 2022 Performance Period and (b) our adjusted cumulative revenues during the 2022 Performance Period. These performance goals were established at the time of the grant of the 2019 PSUs and were subsequently revised by the Committee to reflect the acquisitions of Truvalue Labs in November 2020, Cobalt in October 2021, and CUSIP Global Services in March 2022. For the purposes of calculating performance during the 2022 Performance Period, “adjusted cumulative operating earnings” was calculated by adding back intangible asset amortization, the impact of the fair value of deferred revenues acquired in a business combination and non-recurring items to GAAP cumulative operating earnings. These measures are publicly reported in our financial results. For the purposes of calculating performance during the 2022 Performance Period, “adjusted cumulative revenues” was calculated as GAAP revenues less the impact of the fair value of deferred revenues acquired in a business combination. These measures are publicly reported in our financial results. Vesting of the 2019 PSUs at the threshold, target and stretch levels of performance during the 2022 Performance Period are shown in the chart below, with vesting based on linear interpolation between these levels. None of the 2019 PSUs would vest if performance was below the threshold level and performance above the maximum level would not result in vesting of additional 2019 PSUs.

  71. Performance Share Unit Awards Vesting During Fiscal 2023

    | Performance Share Unit Vesting Schedule | | | | Threshold Level of Performance | Target Level of Performance | Stretch Level of Performance | | 50% | 100% | 150% |

  72. Performance Share Unit Awards Vesting During Fiscal 2023

    The target level of performance, which would result in vesting of 100% of the 2019 PSUs, reflected growth and margins over the 2022 Performance Period consistent with the goals set out in our internal three-year financial plan. The maximum level of performance, which would result in vesting of 150% of the 2019 PSUs, was materially higher than the target level of performance and reflected significantly increased levels of growth in revenues and earnings. Following conclusion of the 2022 Performance Period, on September 19, 2022, the Committee evaluated FactSet’s performance against the performance goals for the 2019 PSUs as follows. Based on this evaluation, it was determined that the 2019 PSUs would vest at 127.9%, so that 1.279 shares of FactSet common stock would be paid out with respect to each vesting 2019 PSU.

  73. Performance Share Unit Awards Vesting During Fiscal 2023

    | Measure | Weighting | Base Performance | Target Performance | Stretch Performance | Actual Performance | Payout as a Percent of Target | | Adjusted Cumulative Revenues | 50% | $4,835 million | $4,904 million | $4,972 million | $4,934 million | 121.7% | | Adjusted Cumulative Operating Earnings | 50% | $1,568 million | $1,614 million | $1,661 million | $1,646 million | 134.1% | | Total Payout as Percentage of Target | | | | | | 127.9% |

  74. Performance Share Unit Awards Vesting During Fiscal 2023

    During the period from the grant of the 2019 PSUs to the conclusion of the 2022 Performance Period, FactSet shares increased in price from $255.87 to $426.25, an increase of 66.6%, which confirmed the philosophy behind the 2019 PSU awards that granting such awards would drive long-term value creation by aligning incentives for our executive officers with long-term stock performance and the interests of our stockholders. Following certification of FactSet’s performance against the performance goals for the 2019 PSUs during the 2022 Performance Period, the NEOs listed below received the following PSUs, all of which vested and converted to shares on November 1, 2022.

  75. Performance Share Unit Awards Vesting During Fiscal 2023

    | NEO | Number of PSUs Vested/Shares of Common Stock Received on November 1, 2022 | | F. Philip Snow | 7,810 | | Linda S. Huber | — | | Helen L. Shan | 3,125 | | Goran Skoko | 1,563 | | Robert J. Robie | 1,563 |

  76. Executive Severance Plan and Equity Award Agreements

    Executive Severance Plan and Equity Award Agreements The FactSet Research Systems Inc. Executive Severance Plan (the “Executive Severance Plan”) has an effective date of March 1, 2020. The Executive Severance Plan covers the CEO and the other NEOs (among other executives and subject to any designation otherwise by the Compensation and Talent Committee) (collectively, the “Executives”). We put the Executive Severance Plan in place in order to establish the payments and benefits to be provided in connection with an Executive’s separation from FactSet under various circumstances, subject to the Executive’s ongoing compliance with applicable restrictive covenants, including non-competition, non-solicitation and confidentiality, and execution of a general release of claims in favor of FactSet. The Compensation and Talent Committee approved adoption of the Executive Severance Plan to establish a standard approach for dealing with Executives upon separation from FactSet, ensuring equitable treatment of Executives in similar situations, and eliminating individual negotiations. The Executive Severance Plan further serves to enhance attraction and retention of Executives, providing financial protection to Executives and aligning their interests with those of stockholders by enabling Executives to focus on long-term value creation rather than job stability during transformational periods such as a potential change of control situation. Through the Executive Severance Plan, we may also, to the extent permissible by law, bind departing Executives with restrictive covenants such as non-competition, non-solicitation and confidentiality that will benefit FactSet. The Executive Severance Plan provides that in the event an Executive’s employment is terminated without cause (as defined in the Executive Severance Plan), other than during the two-year period following a change of control (as defined in the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the “Equity Plan”)), the Executive would be entitled to cash severance payments equal to (i) one times the sum of base salary and target bonus (1.5 times for the CEO) paid in substantially equal installments, (ii) a pro rata annual bonus under our annual incentive plan in respect of the year of termination based on actual performance (with individual performance goals deemed achieved at not less than target) and paid when bonuses are normally paid to other senior executives, (iii) reimbursement of the cost of continued coverage under our group health plan for 12 months (18 months for the CEO) and (iv) reasonable outplacement assistance up to $25,000 during the 12-month period following such termination with a firm determined by FactSet. Such severance payments and benefits would be subject to the Executive’s execution of and compliance with a separation agreement and general release in favor of FactSet, which would require compliance with existing non-competition, non-solicitation and confidentiality covenants. In the event an Executive breaches the separation agreement, the Executive would forfeit the unpaid portion of any severance payments and benefits, and we would be entitled to recover any amounts paid to the Executive prior to the date of the breach. In addition, the Executive Severance Plan provides that in the event an Executive’s employment is terminated without cause or by the Executive for good reason (as defined in the Executive Severance Plan) within two years following a change of control, the Executive would be entitled to cash severance payments equal to (i) 1.5 times the sum of base salary and target bonus (2 times for the CEO) and a pro rata target bonus in respect of the year of termination, in each case, payable in a lump sum within 10 days following such termination, (ii) reimbursement of the cost of continued coverage under our group health plan for 18 months (24 months for the CEO) and (iii) reasonable outplacement assistance up to $25,000 during the 12-month period following such termination with a firm determined by FactSet. In connection with our adoption of the Executive Severance Plan, we also entered into an equity award letter agreement (the “Equity Award Agreement”) with each of the Executives. The Equity Award Agreements establish what will happen to equity awards granted to an Executive in connection with the Executive’s separation from FactSet under various circumstances, subject to the Executive’s ongoing compliance with applicable restrictive covenants, including non-competition, non-solicitation and confidentiality. The Equity Award Agreements amend the terms of each Executive’s outstanding unvested stock options, RSUs and PSUs granted pursuant to the Equity Plan. The Equity Award Agreements also apply to future awards granted to each Executive (unless a particular grant provides otherwise), but do not affect vested awards. The Compensation and Talent Committee approved the Equity Award Agreements for the same reasons described above in connection with the adoption of the Executive Severance Plan. Each Equity Award Agreement provides that in the event an Executive’s employment is terminated without cause (as defined in the Executive Severance Plan), other than during the two-year period following a change of control (as defined in the Equity Plan), the Executive’s options and RSUs granted at least one year prior to termination will each vest in the next tranche and PSUs granted at least one year prior to termination will vest pro rata based on length of service before termination and actual achievement of goals for the full performance period. The Equity Award Agreement further provides that options are exercisable for 90 days after termination (or until expiration, if shorter), RSUs are settled on the regular vesting date and PSUs are settled at the end of the performance period. In accordance with the one-year minimum vesting requirement in the Equity Plan, all awards granted less than one year before termination will be forfeited, and all other awards that do not vest will be forfeited as well. Vesting is subject to the Executive’s execution of and compliance with a separation agreement and general release in favor of FactSet, which requires compliance with existing non-competition, non-solicitation and confidentiality covenants. In the event an Executive’s employment is terminated without cause or by the Executive for good reason (as defined in the Executive Severance Plan) within two years following a change of control, the Executive’s options and RSUs will vest in full and PSUs will vest with respect to the portion equal to the greater of (i) the pro rata portion based on length of service before termination and deemed achievement of goals at target levels and (ii) the portion of the award that vests based on actual performance through the change of control. The Equity Award Agreement further provides that options are exercisable for one year after termination (or until expiration, if shorter) and RSUs and PSUs are settled within 10 days after termination. In addition, in the event an Executive’s employment is terminated due to death or disability (as defined in the Executive Severance Plan), the Executive’s options and RSUs granted at least one year prior to termination will vest in full and PSUs granted at least one year prior to termination will vest assuming achievement of performance goals at target levels, with options remaining exercisable for one year after termination (and an additional 180-day period in the event of death following termination due to disability) (or until expiration, if shorter), and RSUs and PSUs settled within ten days after termination. All awards granted less than one year prior to termination will be forfeited.

  77. Executive Severance Plan and Equity Award Agreements

    In the event an Executive retires (as defined in the Equity Award Agreement, which requires the Executive to be at least 60 years of age and with at least 10 full years of service at FactSet), the Executive’s options granted at least one year prior to termination will continue to vest, RSUs granted at least one year prior to termination will continue to vest in the next tranche only, and PSUs granted at least one year prior to termination will continue to vest subject to achievement of performance goals. Options will remain exercisable through the 90-day period following vesting of the final tranche of an option grant (or until expiration, if shorter), or, if earlier, the 90-day period following the date of noncompliance with any existing non-competition, non-solicitation and confidentiality covenants, RSUs will be settled on the regular vesting date, and PSUs will be settled at the end of the performance period. All outstanding awards that do not vest on retirement (including awards granted less than one year before termination) will be forfeited. Continued vesting is subject to the Executive’s execution of and compliance with a separation agreement and general release in favor of FactSet, which requires compliance with existing non-competition, non-solicitation and confidentiality covenants through the date of vesting (even if beyond the date the covenants would ordinarily expire). In the event of a change of control after an Executive retires, any options and RSUs that are outstanding following retirement and unvested as of the date of the change of control will vest in full, and PSUs that are outstanding following retirement and unvested as of the date of the change of control will vest based on deemed achievement of performance goals at the greater of target and actual performance through the change of control, with options remaining exercisable for one year after the change of control (or until expiration, if shorter) and RSUs and PSUs settled within ten days after the change of control. In addition, in the event of an Executive’s death following retirement, any options and RSUs that are outstanding following retirement and unvested as of the date of death will vest in full and any PSUs that are outstanding as of retirement and unvested as of the date of death will remain outstanding and eligible to vest based on actual performance, with options remaining exercisable for one year after death (or until expiration, if shorter), RSUs settled within ten days after death, and PSUs settled at the end of the performance period.

  78. Stock Option Grant Policy

    Stock Option Grant Policy The FactSet Research Systems Inc. Stock Option Grant Policy (the "Option Grant Policy") was adopted effective June 16, 2023. The Option Grant Policy applies to any grant of stock options made by FactSet to our employees, executives, or directors. Under the Option Grant Policy, FactSet shall not time the disclosure of material nonpublic information ("MNPI") for the purpose of affecting the value of any employee, executive, or director compensation and shall not take MNPI into account when determining the terms of stock option grants. Pursuant to the Option Grant Policy, FactSet shall not grant stock options during the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses MNPI and concluding one business day after the filing or furnishing of such report. If a regularly scheduled or intended stock option grant date falls within such a period, FactSet shall move the grant date to the first business day after the conclusion of such period.

  79. Forfeiture of Prior Compensation - Clawback Policy

    Forfeiture of Prior Compensation - Clawback Policy The FactSet Research Systems Inc. Incentive Compensation Recoupment Policy (the "Clawback Policy") was updated and revised effective October 2, 2023. The Clawback Policy applies to all our officers under Section 16 of the Exchange Act, including all of our NEOs, as well as any other officers of FactSet who participate in our Executive Severance Plan (each a "covered officer"), and provides that: •If FactSet’s financial statements must be restated for any reason, then the Board must take action to recoup any Incentive Compensation (i.e., any cash compensation or an award of equity compensation from FactSet that is based in whole or in part on the achievement of financial performance) erroneously received by a covered officer. The amount of Incentive Compensation to be recouped in such circumstances would equal the amount by which the Incentive Compensation actually paid or awarded to a covered officer for the relevant period exceeded the lower payment that would have been made (or lesser or no vesting that would have occurred) based on the restated financial results. •If the Board concludes that a covered officer committed Misconduct (as defined in the Clawback Policy) resulting in material financial or reputational harm to FactSet, regardless of the occurrence of a restatement, the Board may seek recovery of all or a portion of the Incentive Compensation and the Time-Based Equity Compensation (as defined in the Clawback Policy, and which includes without limitations RSUs and stock options that are not based in whole or in part on the achievement of financial performance metrics) awarded to such officer for the performance period in which the Misconduct occurred. The Board may seek recovery of Incentive Compensation and Time-Based Equity Compensation even if the Misconduct by the covered officer did not result in an award or payment greater than would have been awarded absent the Misconduct. •The Board will determine, in its sole discretion and to the extent permitted by applicable law, the method for recouping compensation under the Clawback Policy, which may include, without limitation, clawing back incentive compensation (bonus and equity) received by covered officers or withholding future compensation. •The Clawback Policy provides for a three-year “look back” period on clawbacks. Additionally, the Equity Plan authorizes the Board to recover, or “clawback,” equity compensation from NEOs based on their engagement in any competitive activities or acts of solicitation during their period of employment and for two years thereafter, including: •Own, manage, operate, join or control, be employed by or participate in the ownership, management, operation or control of, or be a consultant to or connected in any other manner with, any business, firm or corporation which is similar to or competes with a principal business of FactSet or its subsidiaries (Competitive Activity); or •For themselves or any person or business entity, induce or attempt to induce any employee of FactSet or its subsidiaries to terminate employment with FactSet or its subsidiaries or solicit, entice, take away or employ any person employed by FactSet or its subsidiaries (Solicitation). For these purposes, the officer’s ownership of securities of a public company not in excess of one percent of any class of such securities shall not be considered to be in competition with FactSet or its subsidiaries. If the officer engages in a competitive activity or solicitation, as determined by the Board in good faith, the stock options then held by the officer would expire as of the date that the officer first engaged in such activity and FactSet would have the right to acquire any shares of stock then owned by the officer as the result of the exercise of an award at a price equal to the lesser of the fair market value of such shares or the aggregate exercise price paid therefore by the officer. FactSet would also have the right to require the officer to return any other gain (whether or not realized) the officer had on the exercise of any awards granted.

  80. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation and Talent Committee annually assesses, with the assistance of management, our compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on FactSet. We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on FactSet. In reaching this determination, we took into account the design elements of our compensation policies and practices, including a mixture of cash and equity-based compensation, multi-year vesting of equity awards, a clawback policy for senior executives, the use of multiple financial performance measures and internal controls over financial reporting, reasonable performance goals, and oversight by the Compensation and Talent Committee. Based on this analysis, on March 20, 2023, the Compensation and Talent Committee concluded that our compensation programs, both executive and broad-based, provide multiple effective safeguards to protect against unnecessary risk-taking, effectively balancing risk and reward in the best interest of our stockholders. COMPENSATION AND TALENT COMMITTEE REPORT The Compensation and Talent Committee is responsible for administering FactSet’s executive compensation policies and practices. The Committee is comprised solely of independent directors and reports regularly to the Board of Directors of FactSet. The Compensation and Talent Committee reviewed and discussed with management the “Compensation Discussion and Analysis” above and, based on such review and discussion, recommended to the Board that it be included in this Proxy Statement. SUBMITTED BY THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS

  81. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned or awarded to each NEO for fiscal years 2023, 2022 and 2021.

  82. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | F. Philip Snow (6) Chief Executive Officer | 2023 | $746,154 | $— | $2,500,166 | $2,500,089 | $1,102,406 | $— | $13,200 | $6,862,015 | | | 2022 | $692,500 | $— | $2,250,063 | $2,250,035 | $1,400,000 | $— | $12,400 | $6,604,998 | | | 2021 | $637,077 | $— | $1,750,063 | $1,750,005 | $1,320,000 | $— | $11,600 | $5,468,745 | | Linda S. Huber (7) Executive Vice President, Chief Financial Officer | 2023 | $573,077 | $— | $850,140 | $850,071 | $564,602 | $— | $15,738 | $2,853,627 | | | 2022 | $486,539 | $— | $1,494,088 | $750,080 | $750,000 | $— | $11,846 | $3,492,553 | | Helen L. Shan (8) Executive Vice President, Chief Revenue Officer | 2023 | $498,077 | $— | $825,221 | $825,072 | $607,150 | $— | $13,200 | $2,768,720 | | | 2022 | $475,000 | $— | $750,304 | $750,080 | $750,000 | $— | $12,400 | $2,737,784 | | | 2021 | $469,615 | $— | $1,275,238 | $1,275,076 | $625,000 | $— | $11,685 | $3,656,614 | | Goran Skoko Executive Vice President, Managing Director EMEA and Asia Pacific, Head of Dealmakers & Wealth | 2023 | $423,077 | $— | $500,033 | $500,093 | $374,238 | $— | $288,740 | $2,086,181 | | | 2022 | $397,212 | $— | $375,364 | $375,091 | $637,000 | $— | $295,696 | $2,080,363 | | | 2021 | $372,308 | $— | $350,135 | $350,001 | $500,000 | $— | $195,793 | $1,768,237 | | Robert J. Robie (9) Executive Vice President, Head of Institutional Buyside | 2023 | $422,308 | $— | $412,818 | $412,536 | $500,833 | $— | $44,248 | $1,792,743 | | | 2022 | $388,327 | $— | $350,340 | $350,003 | $631,000 | $— | $12,858 | $1,732,528 |

  83. Summary Compensation Table

    1.The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of performance share unit ("PSU") and restricted share unit ("RSU") awards granted during the applicable fiscal year, computed in accordance with ASC Topic 718. The assumptions made for the valuation of PSU and RSU awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s fiscal 2023 Annual Report on Form 10-K. The grant date fair value of PSU and RSU awards is measured by reducing the grant date price of FactSet's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite vesting period, discounted at the appropriate risk-free interest rate. The PSUs and RSUs entitle the holders to shares of common stock upon vesting, subject to the achievement of certain performance metrics (except for the RSUs, which are not subject to any performance metrics), but not to dividends declared on the underlying shares while the PSUs and RSUs are unvested. A PSU has value only if FactSet achieves the threshold level of performance set forth in the PSU award. An RSU has no performance metric. 2.The amounts set forth in the Option Awards column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the stock options granted to each of our NEOs during the applicable fiscal year. The Company utilizes a lattice-binomial model to estimate the fair value of stock options on the date of grant (or, in the case of a modified option, the date of modification). The assumptions made for the valuation of stock option awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s fiscal 2023 Annual Report on Form 10-K. A stock option has value only if the Company’s stock price increases above the stock option exercise price (an “in-the-money” option). If an NEO exercises an in-the-money stock option, he or she would then realize an actual gain. Any gain actually realized for stock options exercised in fiscal 2023 is reported in the “Option Exercises and Stock Vested” table. 3.The amounts set forth in the Non-equity Incentive Plan Compensation column represent the annual cash incentives based on the performance of the individual NEO and the performance of FactSet relative to pre-determined objectives for the applicable fiscal year. 4.The amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column represent the aggregate annual increase in actuarial present value of accumulated benefit under defined benefit plans during the applicable year. None of our NEOs participated in any defined benefit or actuarial pension plans in fiscal 2023. 5.The amounts set forth in the All Other Compensation column include employer payments to the applicable individual NEOs for matching contributions to the FactSet 401(k) Plan, expatriate cost of living, housing and education allowances, and other benefits. The following table summarizes the amounts shown in the All Other Compensation column for fiscal 2023.

  84. Summary Compensation Table

    | | All Other Compensation in Fiscal 2023 | | | | | Name | Company Contributions to 401(k) Plans(5a) | Expatriate Allowance(5b) | Other(5c) | Total All Other Compensation | | F. Philip Snow | $13,200 | $— | $— | $13,200 | | Linda S. Huber | $15,738 | $— | $— | $15,738 | | Helen L. Shan | $13,200 | $— | $— | $13,200 | | Goran Skoko | $12,892 | $232,565 | $43,283 | $288,740 | | Robert J. Robie | $13,169 | $— | $31,079 | $44,248 |

  85. Summary Compensation Table

    a) Amounts shown reflect Company matching contributions to individual NEO's employee 401(k) accounts. b) Pursuant to Mr. Skoko's expatriate package, Mr. Skoko received a housing allowance of $82,800, an education allowance of $77,981, a cost of living allowance of $58,884, and an automobile allowance of $12,000. Additionally, Mr. Skoko received various benefits cumulatively valued at less than $5,000. Various elements in Mr. Skoko's expatriate package have been converted into U.S. dollars from British pounds based on the average exchange rate for the 2023 fiscal year. c) Amounts shown reflect expenses for tax preparation and planning provided to Mr. Skoko and Mr. Robie. 6.Mr. Snow received no additional compensation for serving on the Company’s Board of Directors during any of the years presented. 7.Ms. Huber joined FactSet as Executive Vice President, Chief Financial Officer during fiscal 2022 on October 4, 2021. 8.Ms. Shan served as our Chief Financial Officer during the entire fiscal 2021 year and through October 4, 2021. 9.Compensation is shown only for those years in which Mr. Robie was an NEO.

  86. Grants of Plan-Based Awards

    Grants of Plan-Based Awards During fiscal 2023, awards were made to our NEOs under two separate plans or programs: •Our annual cash incentive plan; and •Our long-term, equity-based incentive plan, pursuant to which we granted stock option awards and PSU awards. The following table provides information on all plan-based awards granted during fiscal 2023 to each NEO. There can be no assurance that the grant date fair value, as listed in this table, will ever be realized. The grant date fair value of the PSU awards are included in the "Stock Awards" column of the Summary Compensation Table and the grant date fair value of the stock option awards are included in the "Option Awards" column of the Summary Compensation Table.

  87. Grants of Plan-Based Awards

    | Grants of Plan Based Awards Table | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Type of Award | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Securities Underlying Options (#) | | | | Snow | Options(3) | 11/1/22 | | | | | | | 19,902 | $426.25 | $2,500,089 | | | PSUs(4) | 11/1/22 | | | | 3,010 | 6,020 | 9,030 | | | $2,500,166 | | | AIP(5) | | $— | $1,125,000 | $2,250,000 | | | | | | | | Huber | Options(3) | 11/1/22 | | | | | | | 6,767 | $426.25 | $850,071 | | | PSUs(4) | 11/1/22 | | | | 1,024 | 2,047 | 3,071 | | | $850,140 | | | AIP(5) | | $— | $575,000 | $1,150,000 | | | | | | | | Shan | Options(3) | 11/1/22 | | | | | | | 6,568 | $426.25 | $825,072 | | | PSUs(4) | 11/1/22 | | | | 994 | 1,987 | 2,981 | | | $825,221 | | | AIP(5) | | $— | $600,000 | $1,600,000 | | | | | | | | Skoko | Options(3) | 11/1/22 | | | | | | | 3,981 | $426.25 | $500,093 | | | PSUs(4) | 11/1/22 | | | | 602 | 1,204 | 1,806 | | | $500,033 | | | AIP(5) | | $— | $468,000 | $936,000 | | | | | | | | Robie | Options (3) | 11/1/22 | | | | | | | 3,284 | $426.25 | $412,536 | | | PSUs(4) | 11/1/22 | | | | 497 | 994 | 1,491 | | | $412,818 | | | AIP(5) | | $— | $468,000 | $936,000 | | | | | | |

  88. Grants of Plan-Based Awards

    Options - Stock Options PSUs - Performance Share Units AIP - Annual Incentive Plan (1)On September 19, 2022, the Compensation and Talent Committee approved the total number of stock option and PSU awards to be allocated among all eligible employees and on October 20, 2022, specifically approved the stock option and PSU awards to be granted to the NEOs. On October 20, 2022, the Compensation and Talent Committee designated November 1, 2022, as the actual grant date for the annual equity grant. (2)The amounts set forth in the Grant Date Fair Value of Stock and Option Awards column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the stock options and PSUs granted to each of our NEOs during the fiscal year ending August 31, 2023. The Company utilizes a lattice-binomial model to estimate the fair value of new stock options on the date of grant (or, in the case of a modified option, the date of modification). The assumptions made for the valuation of stock option awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s fiscal 2023 Annual Report on Form 10-K. A stock option has value only if the Company’s stock price increases above the stock option exercise price (an “in-the-money” option). If an NEO exercises an in-the-money stock option, they would then realize an actual gain. Any gain actually realized for stock options exercised in fiscal 2023 is reported in the “Option Exercises and Stock Vested” table. The PSUs granted to NEOs entitle the holders to shares of FactSet common stock upon vesting, subject to the achievement of certain performance metrics, but not to dividends declared on the underlying shares while the PSUs are unvested. The grant date fair value of PSUs is measured by reducing the grant date price of FactSet's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite vesting period, discounted at the appropriate risk-free interest rate. (3)Options granted under the annual equity grant on November 1, 2022 vest 20% on each anniversary date of the grant over a five-year period. The option awards are service-based and do not contain performance criteria. The option exercise price is equal to 100% of the closing price of the Company’s common stock on the NYSE on November 1, 2022. (4)Each PSU granted under the annual equity grant on November 1, 2022 represents the right to receive one share of FactSet common stock, subject to adjustment based on our performance during a three-year period from September 1, 2022 through August 31, 2025 (the "Performance Period") measured against certain specified performance goals established for the Performance Period based on our financial plan goals. The performance goals are based 50% on each of (a) our adjusted cumulative operating earnings during the Performance Period and (b) our adjusted cumulative revenues during the Performance Period. Any PSUs earned will vest on the third anniversary of the grant date (November 1, 2025). (5)These amounts represent the payments which potentially could have been earned under our fiscal 2023 annual cash incentive program.

  89. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below shows each NEO’s outstanding equity grants at August 31, 2023. •For each outstanding stock option grant, the table shows the stock options that have vested (or that are “Exercisable”) and those not yet vested (or that are “Unexercisable”). One stock option represents the right to buy one share of FactSet common stock. •For each outstanding equity incentive plan award, the table shows the PSUs and RSUs that have not yet vested. Each PSU represents the right to receive one share of FactSet common stock, subject to adjustment based on our performance during a three-year period starting from the first day of the fiscal year of the respective grant date (the "Performance Period"), measured against certain specified performance goals established for the Performance Period. The performance goals are based 50% on each of (a) our adjusted cumulative operating earnings during the Performance Period and (b) our adjusted cumulative revenues during the Performance Period. Each RSU represents the right to receive one share of FactSet common stock and vests three years from the date of grant. The RSUs are service-based and do not contain performance criteria.

  90. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal Year-End Table | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Snow | 7/1/15 | 34,667 | 13,333(1) | $164.90 | 7/1/25 | | | | | | | 11/1/16 | 32,961 | —(2) | $152.28 | 11/1/26 | | | | | | | 11/2/17 | 31,075 | —(2) | $189.98 | 11/2/27 | | | | | | | 11/1/18 | 21,136 | 5,286(2) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 14,952 | 9,970(2) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 8,948 | 13,422(2) | $316.71 | 11/9/30 | | | 8,570 | $3,740,034(3) | | | 11/1/21 | 4,394 | 17,579(2) | $434.82 | 11/1/31 | | | 7,958 | $3,472,951(3) | | | 11/1/22 | — | 19,902(2) | $426.25 | 11/1/32 | | | 9,030 | $3,940,782(3) | | Huber | 11/1/21 | 1,465 | 5,860(2) | $434.82 | 11/01/31 | | | 2,654 | $1,158,232(3) | | | 11/1/21 | | | | | | | 1,168 | $509,727(4) | | | 11/1/22 | — | 6,767(2) | $426.25 | 11/01/32 | | | 3,071 | $1,340,215(3) | | Shan | 9/28/18 | 10,556 | 2,639(2) | $223.71 | 09/28/28 | | | | | | | 11/1/19 | 5,979 | 3,990(2) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 3,450 | 5,179(2) | $316.71 | 11/9/30 | | | 3,306 | $1,442,771(3) | | | 5/3/21 | 2,824 | 4,236(2) | $342.06 | 5/3/31 | | | 1,807 | $788,593(5) | | | 11/1/21 | 1,465 | 5,860(2) | $434.82 | 11/1/31 | | | 2,654 | $1,158,232(3) | | | 11/1/22 | — | 6,568(2) | $426.25 | 11/1/32 | | | 2,981 | $1,300,938(3) | | Skoko | 11/1/16 | 7,606 | —(2) | $152.28 | 11/1/26 | | | | | | | 11/2/17 | 6,215 | —(2) | $189.98 | 11/2/27 | | | | | | | 11/1/18 | 7,044 | 1,763(2) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 2,991 | 1,994(2) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 1,788 | 2,686(2) | $316.71 | 11/9/30 | | | 1,715 | $748,443(3) | | | 11/1/21 | 732 | 2,931(2) | $434.82 | 11/1/31 | | | 1,328 | $579,552(3) | | | 11/1/22 | — | 3,981(2) | $426.25 | 11/1/32 | | | 1,806 | $788,156(3) | | Robie | 6/30/17 | 1,968 | —(2) | $166.18 | 6/30/27 | | | | | | | 11/2/17 | 2,851 | —(2) | $189.98 | 11/2/27 | | | | | | | 11/1/18 | 2,757 | 1,409(2) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 2,661 | 1,994(2) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 1,788 | 2,686(2) | $316.71 | 11/9/30 | | | 1,715 | $748,443(3) | | | 11/1/21 | 683 | 2,735(2) | $434.82 | 11/1/31 | | | 1,239 | $540,712(3) | | | 11/1/22 | — | 3,284(2) | $426.25 | 11/1/32 | | | 1,491 | $650,687(3) |

  91. Outstanding Equity Awards at Fiscal Year-End

    (1)These options vest 11.11% upon each anniversary date of the grant and will be fully vested after nine years (on July 1, 2024). (2)These options vest 20% on each anniversary date of the award over a five-year period. (3)PSUs that are subject to vesting contingent on satisfaction of pre-established performance goals measured over a thee-year period. The number of shares shown with respect to PSU awards assumes maximum-level performance. The market value of the PSU awards that have not vested is calculated by multiplying the number of PSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2023, which was $436.41. PSUs do not entitle the holder to dividends declared on the underlying shares while the PSUs are unvested. (4)RSUs vest in equal 1/3 installments on each of the first three anniversaries of the grant date. The RSUs are service-based and do not contain performance criteria. The market value of the RSUs that have not vested is calculated by multiplying the number of RSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2023, which was $436.41. (5)These RSUs vest in full on May 3, 2024, the third anniversary of the grant date. The market value of the RSUs that have not vested is calculated by multiplying the number of RSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2023, which was $436.41.

  92. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the number and value of stock options exercised and stock awards vested for each NEO during fiscal 2023. Exercised stock options and vested stock from stock awards are not required to be held for a specified period; however all of our NEOs are subject to the stock holding requirements set out in our Stock Ownership Guidelines. See "Stock Ownership and Holding Guidelines" in the CD&A above.

  93. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | F. Philip Snow(3) | 22,000 | $5,697,922 | 7,810 | $3,329,013 | | Linda S. Huber | — | $— | 586 | $249,783 | | Helen L. Shan | — | $— | 3,125 | $1,332,031 | | Goran Skoko | 7,969 | $1,894,664 | 1,563 | $666,229 | | Robert J. Robie | 5,257 | $1,294,688 | 1,563 | $666,229 |

  94. Option Exercises and Stock Vested

    (1)Based upon the market price of the purchased shares on the exercise date less the stock option exercise price paid for such shares. (2)Based upon the market value of the shares on the vesting date. (3)On September 29, 2021, September 23, 2022, and April 27, 2023, Mr. Snow entered into approved share trading plans, pursuant to Rule 10b5-1, with effective dates of January 1, 2022, January 3, 2023, and August 1, 2023, respectively, in order to facilitate his exercise of non-qualified stock options. None of these plans were active simultaneously. Mr. Snow had no discretion with regard to the timing of the exercise of his non-qualified stock options under the plans. A broker executes trades pursuant to parameters established by Mr. Snow when the plans were established. Transactions under the plans were disclosed publicly through Form 144 and Form 4 filings with the SEC.

  95. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have a compensation deferral program for NEOs, thus the nonqualified deferred compensation table has been omitted for fiscal 2023.

  96. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The amount of compensation payable to each of our NEOs upon termination with cause, termination without cause, termination after change of control, retirement, death or disability, change of control after retirement, and death after retirement is shown in the "Potential Payments upon Termination of Employment, Change of Control or Retirement Table" below. The amounts shown in that table are based on certain assumptions set forth below, as the actual amounts to be paid out can only be determined in the event of and at the time of an NEO's separation from FactSet. We do not have employment agreements with any of our NEOs. On February 29, 2020, we adopted the FactSet Research Systems Inc. Executive Severance Plan (the “Executive Severance Plan”) with an effective date of March 1, 2020. The Executive Severance Plan covers the CEO and the other NEOs (among other executives and subject to any designation otherwise by the Compensation and Talent Committee). In connection with our adoption of the Executive Severance Plan, we also entered into an equity award letter agreement (the “Equity Award Agreement”) with each of the executives covered by the Executive Severance Plan, including all of the NEOs. We put the Executive Severance Plan and the Equity Award Agreements in place to establish the payments and benefits to be provided in connection with a participating executive’s separation from FactSet under various circumstances, subject to the executive’s ongoing compliance with applicable restrictive covenants, including non-competition, non-solicitation and confidentiality and execution of a general release of claims in favor of FactSet. For more information on the Executive Severance Plan and the Equity Award Agreements, see "Compensation Discussion and Analysis - Executive Severance Plan and Equity Award Agreements" above.

  97. Potential Payments upon Termination of Employment, Change of Control or Retirement Table

    Potential Payments upon Termination of Employment, Change of Control or Retirement Table The information in the table below summarizes the compensation that would be paid under plans and contractual arrangements in effect as of August 31, 2023 to each of our NEOs in the event of termination of such executive’s employment with FactSet and/or change of control of FactSet and/or retirement from FactSet as of that date. The amounts assume that the listed officer left FactSet effective August 31, 2023, and that the price per share of FactSet common stock on that date was $436.41. The amounts for unvested stock option awards are based upon the difference between $436.41 and the exercise price of such stock option awards held by the NEO at August 31, 2023.

  98. Potential Payments upon Termination of Employment, Change of Control or Retirement Table

    | Name | Potential Payment or Benefit | Termination With Cause | Termination Without Cause | Termination after Change of Control | Retirement | Death or Disability | Change of Control after Retirement | Death after Retirement | | F. Philip Snow | Severance Payment | $— | $3,937,500 | $4,875,000 | $— | $— | $— | $— | | | Equity Treatment | $— | $10,273,468 | $13,303,177 | $— | $15,826,354 | $— | $— | | | Health Benefits | $— | $40,567 | $54,089 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Linda S. Huber | Severance Payment | $— | $1,725,000 | $2,300,000 | $— | $— | $— | $— | | | Equity Treatment | $— | $785,612 | $1,400,247 | $— | $2,253,138 | $— | $— | | | Health Benefits | $— | $12,857 | $19,286 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Helen L. Shan | Severance Payment | $— | $1,700,000 | $2,250,000 | $— | $— | $— | $— | | | Equity Treatment | $— | $3,541,619 | $4,931,473 | $— | $5,766,908 | $— | $— | | | Health Benefits | $— | $9,975 | $14,963 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Goran Skoko | Severance Payment | $— | $1,360,000 | $1,806,250 | $— | $— | $— | $— | | | Equity Treatment | $— | $1,430,776 | $2,036,279 | $1,238,728 | $2,515,312 | $2,036,279 | $1,680,096 | | | Health Benefits | $— | $24,319 | $36,478 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Robert J. Robie | Severance Payment | $— | $1,360,000 | $1,806,250 | $— | $— | $— | $— | | | Equity Treatment | $— | $1,336,167 | $1,905,228 | $— | $2,314,581 | $— | $— | | | Health Benefits | $— | $33,354 | $50,031 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— |

  99. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K (collectively, the "Pay Ratio Rule"), we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Snow. For the fiscal year completed August 31, 2023, the median of the annual total compensation of all employees at FactSet (other than our CEO), was $21,301 and the annual total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $6,862,015. Based on this information, for fiscal 2023, a reasonable estimate, calculated in a manner consistent with the Pay Ratio Rule, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 322 to 1. The provisions of the Pay Ratio Rule for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For purposes of the above disclosure, we are required to identify our median employee based on our global workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). At August 31, 2023, we had employees in 19 countries, with approximately 20% of our employees located in the United States and approximately 80% located in other jurisdictions. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions that we used were as follows: •FactSet did not have a significant change in employee population and the same median employee was used for the fiscal 2023 pay ratio calculation as was used for the fiscal 2022 calculation. •Selected August 31, 2023, as the date upon which we would identify the “median employee,” as it corresponds to our fiscal year end. •Provided annualized compensation of all permanent employees who were new hires in fiscal 2023. •No cost-of-living adjustments in identifying the “median employee.” •Applied the local currency to U.S. dollar exchange spot rate as of August 31, 2023, to the compensation paid to non-U.S. employees to facilitate comparison of all employees in U.S. dollars. For purposes of measuring the compensation of our employees, we selected base salary or wages plus overtime pay, plus annual cash incentive bonuses, plus allowances, plus equity grants, as the most appropriate measures of compensation. Using this methodology, we determined that our “median employee” was a full-time, salaried employee located in our Hyderabad, India office, where 40.6% of our employees are based, or 4,966 of our 12,237 employees worldwide at August 31, 2023. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $21,301. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the fiscal 2023 Summary Compensation Table included in this Proxy Statement.

  100. Pay Versus Performance

    Pay Versus Performance The following section has been prepared in accordance with the SEC’s new pay versus performance (“PVP”) disclosure rules. Under the PVP rules, the SEC has developed a new definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared here to certain performance measures defined by the SEC. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and is reported solely pursuant to the new SEC rules. Our Compensation and Talent Committee did not use CAP as a basis for making compensation decisions, nor did it use the performance measures defined by the SEC for the PVP table to measure performance for executive compensation purposes. See our CD&A on how we align pay with performance and how we approach the design of our executive compensation program.

  101. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the following table sets forth compensation information of our Principal Executive Officer ("PEO") and our non-PEO NEOs along with total shareholder return ("TSR"), peer group total shareholder return, net income and our Company Selected Measure (ASV + Professional Services Growth), for our fiscal years ending in 2021, 2022 and 2023.

  102. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in Thousands) | ASV + Professional Services Growth (Company Selected Measure)(in millions)(4) | | 2023 | $6,862,015 | $6,061,899 | $2,375,318 | $2,137,143 | $127.63 | $134.28 | $468,173 | $143.7 | | 2022 | $6,604,998 | $13,494,610 | $2,510,807 | $3,766,930 | $125.90 | $127.23 | $396,917 | $163.9 | | 2021 | $5,468,745 | $7,843,472 | $2,170,212 | $2,699,513 | $109.56 | $151.97 | $399,590 | $115.1 |

  103. Pay Versus Performance Table

    (1) Mr. Snow served as the Company's PEO for fiscal 2021, 2022 and 2023. SEC rules require certain adjustments to be made to the amounts reported in the Summary Compensation Table ("SCT") in order to calculate CAP as shown in the table above. The following table details the applicable adjustments to the SCT Total for our PEO that were made to calculate PEO CAP. CAP does not reflect the actual amount of compensation that was or may be earned by or paid to our PEO during the applicable fiscal year.

  104. Pay Versus Performance Table

    | PEO SCT Total to CAP Reconciliation | FY2023 | FY2022 | FY2021 | | Summary Compensation Table Total | $6,862,015 | $6,604,998 | $5,468,745 | | Deduction for SCT "Stock Awards" column value | $(2,500,166) | $(2,250,063) | $(1,750,063) | | Deduction for SCT "Option Awards" column value | $(2,500,089) | $(2,250,035) | $(1,750,005) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | | Total Deductions from SCT | $(5,000,255) | $(4,500,098) | $(3,500,068) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $4,531,366 | $5,509,555 | $5,184,817 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $133,258 | $4,540,150 | $1,695,711 | | Increase for vesting date fair value of equity granted and vested during year | $— | $— | $— | | Increase/(Deduction) for change in fair value of vested equity granted in prior years | $(464,485) | $1,340,005 | $(1,005,733) | | Deduction for fair value of equity that failed to meet vesting conditions during the year | $— | $— | $— | | Increase based on value of dividends not otherwise reflected in fair value or total compensation | $— | $— | $— | | Total Adjustments | $4,200,139 | $11,389,710 | $5,874,795 | | CAP (SCT minus deductions plus total adjustments) | $6,061,899 | $13,494,610 | $7,843,472 |

  105. Pay Versus Performance Table

    (2) For fiscal 2022 and 2023, our non-PEO NEOs were Linda S. Huber, Helen Shan, Goran Skoko and Robert J. Robie. For fiscal 2021, our non-PEO NEOs were Helen Shan, Goran Skoko, Gene Fernandez and Rachel Stern. SEC rules require certain adjustments to be made to the amounts reported in the SCT in order to calculate CAP as shown in the table above. The following table details the applicable adjustments to the SCT Total for our non-PEO NEOs that were made to calculate non-PEO NEO CAP. CAP does not reflect the actual amount of compensation that was or may be earned by or paid to our non-PEO NEOs during the applicable fiscal year. For Mr. Skoko, pursuant to SEC rules, his equity awards were considered vested for calculation of CAP when he achieved retirement eligibility.

  106. Pay Versus Performance Table

    | Non-PEO NEO SCT Total to CAP Reconciliation | FY2023 | FY2022 | FY2021 | | Summary Compensation Table Total | $2,375,318 | $2,510,807 | $2,170,212 | | Deduction for SCT "Stock Awards" column value | $(647,053) | $(742,524) | $(581,411) | | Deduction for SCT "Option Awards" column value | $(646,943) | $(556,314) | $(581,270) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | | Total Deductions from SCT | $(1,293,996) | $(1,298,838) | $(1,162,681) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $1,172,650 | $1,550,995 | $1,624,592 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $18,631 | $856,061 | $350,756 | | Increase for vesting date fair value of equity granted and vested during year | $— | $— | $— | | Increase/(Deduction) for change in fair value of vested equity granted in prior years | $(135,460) | $147,905 | $(283,366) | | Deduction for fair value of equity that failed to meet vesting conditions during the year | $— | $— | $— | | Increase based on value of dividends not otherwise reflected in fair value or total compensation | $— | $— | $— | | Total Adjustments | $1,055,821 | $2,554,961 | $1,691,982 | | CAP (SCT minus deductions plus total adjustments) | $2,137,143 | $3,766,930 | $2,699,513 |

  107. Pay Versus Performance Table

    (3) Peer Group Total Shareholder Return reflects the TSR of the Dow Jones U.S. Financial Services Index, one of the industry index peer groups used in the Company's Stock Performance Graph in our 2023 Annual Report on Form 10-K included pursuant to Item 201(e) of Regulation S-K. For FactSet and the peer group, the TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on August 31, 2020. (4) In accordance with SEC rules, we are required to include in the PVP table the "most important" financial performance measure used to link compensation of our NEOs to Company performance during fiscal 2023. We have selected ASV + Professional Services Growth as this required Company Selected Measure ("CSM"). This metric is a key performance measure used for the annual incentive plan ("AIP") for our NEOs. We believe ASV + Professional Services Growth reflects our ability to grow recurring revenues and generate positive cash flow and is a key indicator of the successful execution of our business strategy. ASV + Professional Services Growth is indicative of growth in adjusted cumulative revenues, which is the performance measure for 50% of the PSUs granted to our PEO and non-PEO NEOs. "ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients, excluding revenues from Professional Services. "Professional Services" are revenues derived from project-based consulting and implementation, annualized over the past 12 months. "ASV + Professional Services Growth" reflects the year-over-year increase in ASV + Professional Services.