DEF 14A of Factset Research Systems Inc
Filed Oct 26, 2026 · FY20260001628280-26-067145
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The Board of Directors (the "Board") of FactSet Research Systems Inc. ("FactSet," the "Company," "we," "our," or "us") has nominated each of the ten individuals indicated below to serve a term as a director. All are independent other than Mr. Viswanathan, our Chief Executive Officer ("CEO"). If elected at the Meeting, each director is expected to serve until the 2027 Annual Meeting of Stockholders. Below is a summary of the ten nominees.
Proposal 1 — Election of Directors
| Name | Position | Independent | Age | Director Since | AC | CTC | NCGC | | Robin A. Abrams | Director | Yes | 75 | 2011 | ♦ | | C | | Siew Kai Choy | Director | Yes | 61 | 2020 | ♦ | | | | Barak Eilam | Director | Yes | 51 | 2024 | | ♦ | | | Malcolm Frank | Chair | Yes | 60 | 2016 | | ♦ | ♦ | | Laurie G. Hylton | Director | Yes | 60 | 2024 | C | | | | Marcel Prins | Director | Yes | 57 | 2026 | | | | | Lee Shavel | Director | Yes | 59 | 2020 | | | ♦ | | Laurie Siegel | Director | Yes | 70 | 2015 | | C | | | Sanoke Viswanathan | CEO | No | 51 | 2025 | | | | | Elisha Wiesel | Director | Yes | 54 | 2023 | | | |
Proposal 1 — Election of Directors
AC Audit Committee CTC Compensation and Talent Committee NCGC Nominating and Corporate Governance Committee ♦ Member C Committee Chair For a detailed discussion of our Board of Directors, our corporate governance practices and our director nominees, please see "Corporate Governance" beginning on page 4 and "Proposal 1: Election of Directors" on page 18.
Board of Directors
Board of Directors Our Board exercises its risk oversight responsibility both directly and through its standing committees, which are delegated specific risks and keep our Board informed of their oversight efforts through regular reports to the Board by the Committee Chairs. Our Board engages with our executive leadership team in monitoring risks and emerging risks. This engagement includes the business and strategic sections of each Board meeting, and in other updates when the Board receives updates regarding the organizational health of the Company and any associated risks. The Board reviews the annual enterprise risk assessment presented by management and the Enterprise Risk Management ("ERM") function and coordinates with the Audit Committee for active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives. Other key areas of focus include business continuity and resilience, competitive and industry conditions, technological developments, including artificial intelligence, geopolitical events, and other factors that may pose significant risks to our business, our employees, our clients and our other stakeholders.
Director Business Experience and Qualifications
| | Malcolm Frank | | | | Committees: | Chair of the Board of Directors Compensation and Talent Committee (Member) Nominating and Corporate Governance Committee (Member) | | | Director Since: | 2016 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2027 |
Director Compensation Program
Director Compensation Program The Compensation 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 of the Company's non-employee directors receives annual compensation consisting of: (i) an annual retainer, and (ii) an annual equity grant. The Compensation Committee, with advice and information from the independent compensation consultant, periodically reviews the competitiveness of the Company's non-employee director compensation based on pay practices among the Company's peer group, as described starting on page 33, and broader general industry practices. For calendar year 2025, we updated our non-employee director compensation program, based on the Committee's review of competitive market analysis and advice of Meridian Compensation Partners, in order to deliver more market competitive total pay. Compensation for the Board is set on a calendar year basis, and these changes went into effect on January 1, 2025 and remained in place in 2026.
Director Compensation Program
| Director Compensation Elements | | | Annual Cash Retainer | $60,000 | | Chair Annual Cash Retainers: | | | •Board Chair Annual Cash Retainer | $50,000 | | •Annual Audit Committee Chair Cash Retainer | $25,000 | | •Annual Compensation & Talent Committee Chair Cash Retainer | $25,000 | | •Annual Nominating & Corporate Governance Committee Chair Cash Retainer | $15,000 | | Annual Equity Award - Total (target value) | $200,000 | | •Annual Equity Award - Stock Options (37.5%) | $75,000 | | •Annual Equity Award - Restricted Stock Units (62.5%) | $125,000 |
Director Compensation Program
Annual Retainer. Each director may choose to receive the annual retainer and chair retainer, if applicable, as a quarterly cash payment, or they may elect to receive the equivalent value in an equity grant consisting 37.5% of non-qualified stock options and 62.5% of restricted stock units. Annual Equity Award. Equity grants for non-employee directors are made on January 15 (or the first business day thereafter) of each year and consist of 37.5% non-qualified stock options ("stock options") and 62.5% restricted stock units. Stock options and restricted stock units granted to non-employee directors vest fully on the first anniversary of the grant date, and, in the case of stock options, have a seven-year term. Any retainer amount payable or equity award granted to a director newly appointed or elected to the Board or with respect to any chair assignments is pro-rated to reflect service. 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 2026.
Director Compensation Program
| Director Compensation Practice | Company Policy | | ☑ Emphasis on Equity Compensation | The general policy of the Board is that compensation for directors should be a mix of cash and equity-based compensation. The most significant portion of non-employee director compensation is the annual equity grant. | | ☑ Annual Compensation Limit | The FactSet Research Systems Inc. 2025 Omnibus Incentive Plan, which was approved by Company stockholders at the 2025 Annual Meeting, limits annual non-employee director compensation to $750,000, including cash payments and equity awards. | | ☑ Stock Ownership Guidelines | Our Stock Ownership Guidelines require non-employee directors to own FactSet stock having a value of at least $400,000. If such minimum ownership is not met within 5 years, non-employee directors must retain 50% of the net, after-tax shares received on vesting of RSUs or exercises of stock options until the minimum ownership is met. See "Compensation Discussion and Analysis — Stock Ownership Guidelines." | | ☑ Anti-Hedging and Anti-Pledging Policy | Our Securities and Insider Trading Policy prohibits non-employee directors from engaging in hedging and pledging transactions related to Company stock. |
Director Compensation Table
Director Compensation Table Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees. The following table provides information as to compensation for services of non-employee directors during fiscal 2026.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards(3) | Total | | Robin A. Abrams | $— | $172,237 | $103,213 | $275,449 | | Siew Kai Choy | $60,000 | $125,185 | $75,051 | $260,236 | | Barak Eilam | $60,000 | $125,185 | $75,051 | $260,236 | | Malcolm Frank | $— | $203,319 | $121,801 | $325,120 | | Laurie G. Hylton | $85,000 | $125,185 | $75,051 | $285,236 | | Lee Shavel | $— | $162,826 | $97,552 | $260,379 | | Laurie Siegel | $28,333 | $178,510 | $106,986 | $313,829 | | Maria Teresa Tejada | $40,000 | $125,185 | $75,051 | $240,236 | | Elisha Wiesel | $20,000 | $162,826 | $97,552 | $280,379 | | James McGonigle(4) | $16,250 | $95,660 | $7,201 | $119,111 |
Director Compensation Table
1.For calendar year 2025, directors Abrams, Frank, Shavel, and Tejada opted to receive their retainers in equity. For calendar year 2026, directors Abrams, Frank, Shavel, Siegel, and Wiesel opted to receive their retainers in equity. Accordingly, the cash fee earned by directors Siegel, Tejada, and Wiesel during fiscal 2026 represents the pro rata portion of their $60,000 annual retainer for the period of September 1, 2025 through December 31, 2025 or January 1, 2026 through August 31, 2026, as applicable. For director Siegel, this includes the pro rata portion of her annual committee chair retainer. The cash fee earned by director Hylton during fiscal 2026 includes her annual chair retainer. 2.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 2026 pursuant to the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan (the "Omnibus Plan"). For information on the valuation assumptions with respect to RSU grants, refer to the notes to the consolidated financial statements contained in our 2026 Annual Report on Form 10-K. The amounts include the RSU portion of the annual retainer for directors Abrams, Frank, Shavel, Siegel, and Wiesel, as they opted to receive their retainers in equity for calendar year 2026. For directors Abrams, Frank, and Siegel, these amounts included the RSU portion of their chair retainers, which for Mr. Frank included the RSU portion of the pro rata amount of his chair retainer during the end of 2025. The RSU retainer amounts for Ms. Siegel were prorated for the portion of the fiscal year that she opted to receive her retainers in equity. At August 31, 2026, our non-employee directors had the following outstanding RSU awards, all of which were not fully vested: Robin A. Abrams, 604 RSUs; Siew Kai Choy, 439 RSUs; Barak Eilam, 439 RSUs; Malcolm Frank, 713 RSUs; Laurie G. Hylton, 439 RSUs; Lee Shavel, 571 RSUs; Laurie Siegel, 626 RSUs; Maria Teresa Tejada, 439 RSUs; and Elisha Wiesel, 571 RSUs. 3.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 2026 pursuant to the Omnibus 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 2026 Annual Report on Form 10-K. The amounts include the options portion of the annual retainer for directors Abrams, Frank, Shavel, Siegel, and Wiesel, as they opted to receive their retainers in equity for calendar year 2026. For directors Abrams, Frank, and Siegel, these amounts included the options portion of their chair retainers, which for Mr. Frank included the options portion of the pro rata amount of his chair retainer during the end of 2025. The options retainer amounts for Ms. Siegel were prorated for the portion of the fiscal year that she opted to receive her retainers in equity. At August 31, 2026, our non-employee directors had the following outstanding stock option awards, some of which were not fully vested: Robin A. Abrams, 7,969 options; Siew Kai Choy, 6,417 options; Barak Eilam, 1,612 options; Malcolm Frank, 7,604 options; Laurie. G. Hylton, 1,998 options; Lee Shavel, 6,619 options; Laurie Siegel, 7,744 options; Maria Teresa Tejada, 3,806 options; and Elisha Wiesel, 2,922 options. 4.Mr. McGonigle retired from the Board effective December 1, 2025. For Mr. McGonigle, the amounts reported under Stock Awards and Option Awards represent the additional fair value, calculated in accordance with FASB ASC Topic 718, arising from the modification and accelerated vesting of previously granted equity awards. For information on the valuation assumptions with respect to stock option and RSU grants, refer to the notes to the consolidated financial statements contained in our 2026 Annual Report on Form 10-K. The Board accelerated the vesting of Mr. McGonigle's stock options and RSUs originally scheduled to vest January 15, 2026 to December 1, 2025, and extended the post- departure exercise period for any outstanding vested unexercised options to 90 days after his last day on the Board, but not beyond the term of the options.
Compensation Supporting FactSet's Transformation
Compensation Supporting FactSet's Transformation The Compensation Committee is committed to aligning the interests of our executive team with those of our stockholders through a compensation program that is performance-based and heavily weighted toward equity-based compensation. This approach is reflected in our fiscal 2026 compensation actions: •Compensation remains primarily variable, tied to financial and strategic goals and stock price appreciation, and designed to reward executives for strong performance and value creation for our stockholders over the long-term. We have kept largely the same structure as fiscal 2025, while adjusting individual annual incentive goals to better align with our strategy, reducing options vesting period to four years to better align with the market, and adjusting our PSU performance metrics to better align with our focus on driving efficient ASV growth. For our non-CEO NEOs, on average 76% of target fiscal 2026 compensation was at-risk, and for our CEO, 93% was at-risk. •Upon hire, our CEO was granted $22 million in performance stock options, designed to front-load the first two years of his annual $11 million long-term incentive awards to create a more meaningful ownership position from the start of his tenure. The options vest only if FactSet's stock achieves a 30-day trailing volume-weighted average price of at least 150% of that on the grant date during the five year performance period – this would require appreciation of approximately 90% from the Company’s share price as of October 1, 2026. The Committee believes that such a rigorous performance hurdle that significantly exceeds normal market return expectations was appropriate. There is no partial payout; if the hurdle is not achieved, the entire $22 million grant expires with no value. Under the terms of his employment agreement, our CEO is not eligible for any additional annual equity award until FY28; stockholders should therefore expect his Summary Compensation Table figure next year to be substantially lower. Where appropriate, the Committee approved targeted one-time compensation actions to recruit and retain key leaders during an important period of organizational transition. These awards were designed to align with stockholder interests: •Our new CEO was granted make-whole and buy-out awards to attract a transformational leader and address the significant compensation he forfeited to join FactSet. The awards generally mirror in amount and structure the compensation Mr. Viswanathan forfeited, and approximately three quarters of this package was delivered in equity. •Our new CFO was granted sign-on awards to attract an exceptional leader and provide a pro rata share of equity for his fiscal 2026 service. Over 80% of Mr. Warren's awards were delivered in equity. •Mr. Skoko (our Chief Revenue Officer) and Mr. Costigan were each granted a one-time retention award of $1 million of equity, in recognition of their important leadership and to support continuity in critical functions at a time of significant change. Each of these actions reflects our continued emphasis on delivering value to stockholders, consistent with our long-standing pay for performance philosophy.
CEO Compensation Package
| Compensation Element | Description | Rationale | | Base Salary | $1,000,000 | A fixed element of compensation that recognizes an individual's role. In determining the amount, Mr. Viswanathan’s skills, experience, role, responsibilities, market data, and the desire to attract Mr. Viswanathan to join FactSet were considered. For further information, see page 33. | | Annual Incentive Opportunity | Target of 200% of base salary | Ties additional upside earning opportunity to Company and individual performance. In determining the amount, Mr. Viswanathan’s skills, experience, role, responsibilities, market data, and the desire to attract Mr. Viswanathan to join FactSet were considered. For further information on the structure and rationale of his annual incentive opportunity, see page 34. | | Annual Long-Term Incentive Opportunity | Annual equity awards with a target value of $11 million; for FY26 and FY27, awarded as a one-time grant of $22 million of performance stock options; under the terms of his employment agreement, Mr. Viswanathan is not eligible for any additional annual equity award until FY28 | In determining the amount, Mr. Viswanathan's skills, experience, role, responsibilities, market data, and the desire to attract Mr. Viswanathan to join FactSet were considered. For further information on the structure and rationale of his long-term incentive opportunity, see page 38. | | Make-Whole and Buy-Out Awards | One-time cash and equity awards (both time- and performance-based) | Awarded to make Mr. Viswanathan whole for compensation he forfeited to join FactSet. For further information on the structure and rationale of the make-whole awards, see page 42. | | Employee Benefits and Perquisites | Up to $100,000 in legal fee reimbursements in connection with negotiating Mr. Viswanathan's employment agreement; up to $25,000 annually in tax preparation and planning reimbursements; and up to $125,000 in personal travel between New York and London, where Mr. Viswanathan was based at the time he was hired | Awarded to attract and retain a transformative leader like Mr. Viswanathan. For further information on his fiscal 2026 benefits, see page 48. | | Severance Benefits | Protections equivalent to the benefits provided under the Company's Executive Severance Plan and the Equity Award Agreement, with certain enhancements | Supports our objective of attracting and retaining a transformative leader. For further information on Mr. Viswanathan's severance benefits, see page 53. |
Compensation Governance Features
| What we do: | What we don't do: | | •We pay for performance with a focus on long-term value creation for stockholders | •We pay no excessive perquisites or benefits to our NEOs | | •We maintain stock ownership requirements for our directors and executive officers | •We pay no dividends on performance share units or restricted share units unless and until they vest | | •We have an annual say-on-pay vote by stockholders | •We give no tax gross ups to our NEOs in the event of Change-in-Control | | •We have a clawback policy that covers both long-term and short-term incentive awards and also allows for recoupment of incentive awards and time-based equity compensation in the event of misconduct | •There are no “evergreen” annual share increase provisions in our equity stock plans | | •We prohibit our directors and officers from hedging or pledging FactSet stock | •We do not allow repricing of stock options | | •We have 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 | | •We reach out to large institutional investors to give them an opportunity to provide comments on our programs and policies. | |
Core Elements of Total Direct Compensation
| Compensation Element | | Description | Strategy & Performance Alignment | More Detail | | Base Salary (Cash) | | •Fixed pay targeted to be market competitive that recognizes an individual's role and expertise •Reviewed on an annual basis and periodically adjusted to be based on individual performance and contributions, market trends, and competitive position | •Intended to be competitive to attract and retain key employees •There is no formula to review base salaries and adjustments are not guaranteed | Page 33 | | Annual Incentive (Cash) | | •Performance-based cash dependent on performance against annually established criteria, weighted 80% on Company performance and 20% on individual goals •Our NEOs are assigned a target incentive award with the actual award calculated as a percentage of such target •The maximum incentive award payout is capped at 200% of the target award •Minimum level of performance required for financial component of annual incentive | •Rewards and recognizes annual accomplishment of key financial objectives •Specified Company performance achievements required to fund incentive payments •Key individual goals are within the NEO’s area of responsibility and assessed annually | Page 34 | | Long-Term Incentives (Equity) | Stock Options | •50% of the target total long-term incentive award value for our NEOs, excluding Mr. Viswanathan •Awards vest 25% per year over four years | •Promotes executive share ownership and alignment with long-term stockholder interests •Ultimate value of the options tied to Company performance via stock price •Four-year vesting period encourages retention and long-term horizon | Page 38 | | | PSUs | •50% of the target total long-term incentive award value for our NEOs, excluding Mr. Viswanathan •Awards vest upon completion of a three-year performance period, based on achievement of established performance criteria and subject to continued employment •The maximum shares earned capped at 200% of the target award | •Promotes executive share ownership and alignment with long-term stockholder interests •Rewards and recognizes accomplishment of key financial objectives over a three-year period •Performance measures aligned with FactSet’s goals | | | | RSUs | •Used in limited circumstances on an ad hoc basis for new hire awards or for recognition and retention | •Promotes executive share ownership and alignment with long-term stockholder interests •The ultimate value of the RSUs tied to Company performance via stock price •Encourages retention and long-term horizon | | | | Perfor-mance Stock Options | •Used for FY26 and FY27 CEO long-term incentive award •Vest only if stock price hurdle is achieved | •Promotes executive share ownership and alignment with long-term stockholder interests •Both vesting and ultimate value of the options is tied to Company performance via stock price •Five-year performance period and inability to exercise for three-year period encourages retention and long-term horizon | |
Pay Mix
Pay Mix 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 2026 attributed to base salary, target annual incentive opportunity, and target long-term incentives, including stock options (performance stock options ("PSOs") in the case of Mr. Viswanathan), and performance share units ("PSUs"). 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. To provide a better representation of the intended mix of annual compensation provided to the NEOs, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole awards granted in connection with the commencement of employment or one-time retention awards, and for Mr. Viswanathan annualizes his long-term incentive award. In addition, Mr. Snow is not included in the percentages below, as he served as CEO for one week of fiscal 2026 and did not receive incentive awards for fiscal 2026.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant For fiscal 2026, the Compensation Committee retained Meridian as its independent compensation consultant. Meridian reviewed and assisted with incentive compensation program design, CEO, executive leadership team, and director compensation, and provided ongoing information on market trends related to executive and board compensation matters. Meridian attended Compensation Committee meetings and met with the Compensation Committee in executive session. The Compensation Committee uses Meridian's advice and insight to inform the eventual decision-making process. Meridian also reviewed drafts of the Company's CD&A and the Compensation and Talent Committee Report for incorporation in the Company's Proxy Statement, and reviewed the appropriateness of the proxy peer group and survey data for market comparisons. Meridian does not provide any other services to the Company. The Compensation Committee evaluated Meridian's independence relative to the NYSE standards for compensation advisors and determined Meridian is independent and has no conflicts of interest.
Defined qualitative factors in addition to quantitative financial metrics
Defined qualitative factors in addition to quantitative financial metrics In addition to the financial metrics in the annual and long-term incentive plans, 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, 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.
Compiled Benchmark Data
Compiled Benchmark Data The Compensation Committee's independent compensation consultant and FactSet's Chief People and Workforce Transformation Officer prepare benchmarking and competitive data on historical compensation and our defined peer group and surveys of other companies. The Compensation Committee uses this information in establishing NEO compensation programs and parameters. Annually, the Compensation Committee is provided executive compensation data of similarly situated named executive officers at the companies in the identified peer group and surveys of other companies, including detail on salary, annual incentive and equity awards. This market review includes an analysis of compensation levels (e.g., competitiveness of base salary, annual incentive, and long-term incentives) and incentive program design (e.g., appropriateness of performance measures, annual incentive program targets and measures, long-term incentive plan targets, and compensation methods). Based on various benchmarking data, the Compensation Committee found a competitive pay gap for our NEOs, which the Committee sought to address when designing our fiscal 2026 compensation program and determining our executive compensation levels for fiscal 2026. The Committee also took into account the increasing competition for talent and the need to recruit and retain top talent to help us accomplish our long-term goals.
Peer Group Review
Peer Group Review The Compensation Committee continually reviews the total target compensation for our NEOs against that of comparable executives of our peer group companies. For fiscal 2026, with the input of the Company's independent compensation consultant, the Compensation 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. When considering peer compensation levels, the Compensation 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. In fiscal 2025, the peer group utilized by the Compensation Committee was impacted by consolidation within the industry. Black Knight, Inc., Envestnet, Inc., and Splunk Inc. were acquired during 2024 and were therefore removed from the peer group. In addition, Dun & Bradstreet was acquired in 2025. To maintain an appropriate size profile and reasonable sample size, the Committee added Donnelley Financial Solutions, Inc. and Tradeweb Markets Inc. after considering a number of potential alternatives. For fiscal 2026, the Committee removed Dun & Bradstreet from the peer group but otherwise maintained the fiscal 2025 peer group unchanged.
Peer Group Review
| FY2026 Peer Companies: | | | | | CoStar Group Inc. | MarketAxess Holdings Inc.(1) | | | Donnelley Financial Solutions, Inc. | Morningstar, Inc. | | | Equifax, Inc. | MSCI, Inc. | | | Fair Isaac Corporation | Tradeweb Markets Inc. | | | Gartner, Inc. | TransUnion | | | Guidewire Software, Inc. | Verisk Analytics, Inc. |
Peer Group Review
(1) On July 30, 2026, MarketAxess Holdings Inc. announced an agreement to be acquired by Intercontinental Exchange, Inc. Additionally, the Compensation Committee utilized a reference peer group for compensation program design and governance practices for fiscal 2026 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 Committee for fiscal 2026 was identical to the reference peer group used by the Committee for fiscal 2025. The reference peer group consists of:
Peer Group Review
| FY2026 Reference Peer Companies: | | | | Broadridge Financial Solutions, Inc. | | | Fidelity National Information Services, Inc. | | | Intercontinental Exchange, Inc. | | | Moody's Corporation | | | Nasdaq, Inc. | | | S&P Global Inc. | | | Thomson Reuters Corporation |
Annual Incentive
Annual Incentive For all NEOs, individual annual incentive amounts are determined based on the executive's target incentive award opportunity, which is then adjusted by a factor based upon the achievement of Company-level goals (80%) and achievement of individual goals (20%). The Compensation 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 quantitative and qualitative guidelines and by recognizing superior performance. Each NEO has individual objectives tailored to their role, and annual Company-level and operational-focused performance goals, as appropriate, serve to incentivize 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.
Target Annual Incentive Award Opportunities
Target Annual Incentive Award Opportunities The Committee determined not to increase the total annual incentive opportunity (expressed as a percentage of base salary) in fiscal 2026 as compared to fiscal 2025 for our NEOs, as the Committee concluded that these levels create an appropriate level of annual incentive for each NEO. The annual incentive opportunities for Mr. Viswanathan and Mr. Warren were both set based on market compensation for their respective roles and expertise, considering the need to attract and retain key top talent. Mr. Warren's annual incentive opportunity was prorated for service, given that he joined FactSet late in our fiscal year. The total annual incentive opportunities for fiscal 2026 for our NEOs are set out below in terms of percentage of base salary:
Target Annual Incentive Award Opportunities
| NEO(1) | 2026 Total Annual Incentive Opportunity as a percentage of 2026 Base Salary | | Sanoke Viswanathan | 200% | | Joshua Warren(2) | 110% | | Christopher McLoughlin | 100% | | Goran Skoko | 120% | | John Costigan | 100% | | Helen Shan(3) | 110% |
Target Annual Incentive Award Opportunities
(1) Pursuant to his retirement, Mr. Snow was not eligible for an annual incentive opportunity for fiscal 2026. (2) Mr. Warren's 2026 annual incentive opportunity was prorated for his start date of April 13, 2026. (3) Pursuant to her separation agreement, Ms. Shan remains eligible for an annual incentive opportunity for fiscal 2026 after her transition from CFO on April 13, 2026, subject to the terms of the agreement.
Corporate Annual Incentive Goals
Corporate Annual Incentive Goals 80% of the fiscal 2026 annual incentive opportunity was determined based on Company financial results versus financial performance goals established at the beginning of the fiscal year. The remaining 20% was allocated based on the achievement of individual goals. In fiscal 2026, ASV Growth and Adjusted Operating Margin were the metrics for the Company-level goals for the annual incentive awards. As part of establishing the 2026 operating plan, management along with the Committee underwent a rigorous goal setting process to ensure the annual incentive performance goals appropriately reflected the impact of key strategic decisions. ASV Growth made up 2/3 of the weighting and Adjusted Operating Margin made up 1/3 of the weighting for performance. These metrics maintain a focus on growth, with a balance between responsible growth and maintaining efficiency. ASV at any given point in time represents the forward-looking revenues for the next twelve months from all recurring services currently supplied to clients. 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.
Corporate Annual Incentive Structure
Corporate Annual Incentive Structure The Adjusted Operating Margin component of the plan is capped at 150% of target unless performance under the ASV Growth components of the plan meet the target level of performance to maintain emphasis on top line growth and to prevent maximum payouts under the Adjusted Operating Margin metric if ASV Growth failed to hit the target level of achievement. In fiscal 2026, the Committee increased the maximum payout opportunity for ASV Growth to 275% of target to incentivize leaders to pursue stretch growth objectives. The financial goals as a whole were capped at 200% of target.
Individual Strategic and Developmental Goals
Individual Strategic and Developmental Goals For fiscal 2026, 20% of the annual incentive award for each NEO was based on the executives’ achievement of their individual goals and other personal accomplishments. For fiscal 2026, as in fiscal 2025, the cap for the individual goals was 150%. The Compensation Committee reviewed the personal goals for each NEO, as well as individual accomplishments of each NEO, in determining the 20% of the annual incentive award based on satisfaction of key goals. For fiscal 2026, the key goal areas for each of our NEOs included the following categories:
Individual Strategic and Developmental Goals
| •Strategic Goals (15%) | | ☑ Drive Commercial Excellence (5%) | | ☑ Deliver Productivity Improvements (5%) | | ☑ Solidify Long-Term Strategy (5%) | | •Leadership Behaviors (5%) |
Combined Performance
| | Corporate Performance Goals (80%) | | | | | | ASV Growth (66.7%) | Adjusted Operating Margin (33.3%) | Individual Goals (20%) | Total | | Mr. Viswanathan | 206.5% | 100% | 125% | 161.8% | | Mr. Warren | | | 100% | 156.8% | | Mr. McLoughlin | | | 110% | 158.5% | | Mr. Skoko | | | 100% | 156.8% | | Mr. Costigan | | | 100% | 156.8% | | Ms. Shan(1) | | | 100% | 156.8% |
Combined Performance
| | Total Annual Incentive Opportunity | Total Annual Incentive Percentage Awarded | Total Annual Incentive Awarded(3) | | Sanoke Viswanathan | $2,000,000 | 161.8% | $3,235,290 | | Joshua Warren(1) | $211,200 | 156.8% | $331,087 | | Christopher McLoughlin(2) | $485,000 | 158.5% | $754,770 | | Goran Skoko(2) | $721,200 | 156.8% | $1,110,848 | | John Costigan | $500,000 | 156.8% | $783,823 | | Helen Shan(4) | $643,500 | 156.8% | $1,009,008 |
Combined Performance
(1) Mr. Warren's total annual incentive opportunity was prorated based on his start date of April 13, 2026. (2) The amounts for Mr. Skoko and Mr. McLoughlin, which are paid in GBP, were converted to U.S. dollars using the spot rate on September 1, 2026 of GBP 1 to $1.3262 for purposes of this disclosure. (3) Amounts may not sum due to rounding. (4) Pursuant to her separation agreement, Ms. Shan remains eligible for an annual incentive for fiscal 2026 after her transition from CFO on April 13, 2026, subject to the terms of the agreement.
Long-Term Incentive
Long-Term Incentive For fiscal 2026, 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 NEOs being granted a long-term incentive award comprised of 50% service-based stock options and 50% PSUs, with the exception of Mr. Viswanathan, who received 100% performance stock options ("PSOs") covering both the FY2026 and FY2027 grants. Mr. Snow did not receive a fiscal 2026 long-term incentive award as a result of his retirement. The Compensation Committee has utilized a mix of performance-based units and stock option awards as they believe that these align management and stockholder interests. The Compensation Committee has viewed stock options as a method of encouraging senior leaders to drive performance in the long-term. The Compensation Committee uses PSUs as a form of award to align our senior leaders to our long-term financial goals, which are key drivers of long-term sustainable stockholder value. For fiscal 2026, the Compensation Committee continued to believe that providing a mix of stock options and PSUs was an effective way to promote equity ownership by the NEOs, reward them for performance and to provide a retention incentive. For our CEO, PSOs with a rigorous stock price hurdle were used (150% of the 30-day trailing VWAP ending on the grant date). As a new CEO joining the Company at a critical time, the Board believed the structure, in addition to the grant of both his fiscal 2026 and fiscal 2027 annual equity awards upon hire, reflect the urgency of the need for performance at a strategic inflection point for the Company and were designed to motivate him to deliver change and stockholder value. The fiscal 2026 long-term incentive opportunity for our NEOs were as follows:
Long-Term Incentive
| NEO(1) | 2026 Total Long Term Incentive Opportunity(2) | | Sanoke Viswanathan (combined)(3) | $22,000,000 | | Sanoke Viswanathan (annualized)(3) | $11,000,000 | | Joshua Warren(4) | — | | Christopher McLoughlin | $800,000 | | Goran Skoko(5) | $1,500,000 | | John Costigan(5) | $1,050,000 | | Helen Shan | $2,250,000 |
Long-Term Incentive
(1) Mr. Snow retired as CEO September 8, 2025 and as a result was not eligible to receive a long-term incentive opportunity for fiscal 2026. (2) Total long-term incentive opportunity for fiscal 2026 consists of 50% stock options and 50% PSUs, with the exception of Mr. Viswanathan, who received 100% performance stock options. (3) Mr. Viswanathan's fiscal 2026 long-term incentive opportunity is for both fiscal 2026 and fiscal 2027, accomplished as a single grant; under his employment agreement he is not eligible for another annual equity award until fiscal 2028. His fiscal 2026 long-term incentive opportunity amount excludes the value of replacement “make whole” awards of RSUs and PSUs that were granted to replace the estimated value of outstanding equity awards that Mr. Viswanathan forfeited when he joined FactSet. Such awards are not considered to be part of his annual target long-term incentive opportunity. These awards are discussed in more detail on page 42. (4) Mr. Warren did not receive long-term incentive opportunities for fiscal 2026, as he joined the Company on April 13, 2026. Mr. Warren's fiscal 2026 long-term incentive opportunity amount excludes the value of sign-on awards of stock options and RSUs. Such awards are not considered to be part of his annual target long-term incentive opportunity. These awards are discussed in more detail on page 42. (5) Mr. Skoko's and Mr. Costigan's 2026 long-term incentive opportunities exclude the value of one-time retention awards of RSUs that they each received in November 2025. Such awards are not considered to be part of their annual target long-term incentive opportunity and are discussed in more detail on page 42. The Compensation 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 and recognize the leadership transition, while providing a strong link between pay and performance. Mr. Skoko's long-term incentive opportunity was increased 15% for fiscal year 2026, and Mr. Costigan's long-term incentive opportunity was set at a level competitive with the market, in each case to drive retention and leadership continuity in the critical sales and data organizations. Ms. Shan's long-term incentive award was increased 25% and approved during fiscal 2025 as a forward-looking compensation adjustment in connection with (1) successfully leading the smooth transition of key strategic and financial initiatives following the exit of our prior CFO, and (2) ensuring leadership continuity during the transitional period of onboarding our new CEO.
Stock Option Awards
Stock Option Awards For fiscal 2026, the NEOs who received long-term incentive awards, other than Mr. Viswanathan, received 50% of their annual equity award in the form of stock options. For fiscal 2026, the Compensation Committee reduced the stock options vesting period from five years to four years to better align with market and increase the retention power of the awards, while retaining their long-term focus. Accordingly, these grants vest 25% per year on the anniversary date of the grant over a four-year period. The grant date for all NEOs who received these stock options was November 3, 2025. Each stock option has an exercise price of $264.57 per share, the closing price of FactSet's common stock on the date of grant, and a ten-year term. 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. The Compensation Committee believes stock options promote executive share ownership and align executive interests with long-term stockholder interest, as the ultimate value of the stock options are dependent on Company performance via stock price. The stock options will have no value if the Company's stock price does not increase from that on the grant date, and with a four-year vesting period and value dependent on increase over grant date stock price, executives' interests are aligned with driving stockholder value over the long-term.
Performance Stock Option Award
Performance Stock Option Award On September 22, 2025, pursuant to his employment agreement, Mr. Viswanathan received his $11 million annual equity awards for fiscal 2026 and fiscal 2027 as a one-time award of performance-vesting stock options with a grant date target value of $22 million. These PSOs will vest, subject to Mr. Viswanathan's continued service, if, during the performance period ending on the fifth anniversary of the grant date, the Company's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. The PSOs will not be exercisable prior to the third anniversary of the grant date. Pursuant to his employment agreement, Mr. Viswanathan is not eligible to receive any other annual equity award until fiscal 2028. Beginning with fiscal 2028, Mr. Viswanathan will be entitled to receive an annual equity award with a target grant date value of $11 million, with the form of award to be determined by the Board. With a rigorous performance stock price target, a five-year performance period, and inability to exercise within the first three years, the PSOs were designed to drive long-term value creation by aligning the interests of Mr. Viswanathan with the interests of our stockholders and linking his compensation to exceptional long-term stockholder value creation. The PSOs are earned only if stockholders first experience substantial sustained stock price appreciation; the VWAP hurdle is $519.36, almost double the Company's stock price as of October 1, 2026. The PSOs have no downside protection and no partial payout; if the hurdle is not met during the performance period, the PSOs will not vest. In addition to vesting being tied to stock price appreciation, the value of the PSOs is also dependent on stock price. (1) The PSOs were granted on September 22, 2025. Grant date value represents the aggregate grant date fair value of the PSOs, computed in accordance with ASC Topic 718. (2) Realizable value shown as of the date of this filing. (3) VWAP hurdle is 150% of the 30-day trailing VWAP ending on the grant date.
2026 Performance Share Unit Awards
2026 Performance Share Unit Awards For fiscal 2026, the NEOs who received PSUs as part of their annual equity award received 50% of their annual equity award in the form of PSU awards, granted on November 3, 2025. Mr. Viswanathan was granted PSUs on October 1, 2025 as part of his Make- Whole Award, discussed below at page 42. The structure and targets of the PSUs he received are the same as those received by the other NEOs who received PSU awards in fiscal 2026 and as discussed in this section. Each PSU represents the right to receive one share of FactSet common stock, subject to adjustment based on the Company's performance during a three-year period from September 1, 2025 through August 31, 2028 measured against certain specified performance goals. 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. These PSUs granted in fiscal 2026 will vest, subject to continued service, on November 3, 2028. The PSUs are designed to align the interests of our senior leaders with those of our stockholders through vesting based on achievement of established performance criteria, a three-year performance period intended to promote a focus on driving increased performance over a multi-year period, and ultimate value of the PSUs being tied to stockholder value creation via stock price. For fiscal 2026, the Compensation Committee selected Organic ASV Growth and Adjusted Operating Margin as the performance metrics for the PSUs, as FactSet is focusing on balancing investment to optimize Organic ASV Growth efficiently to support stockholder value creation and the Compensation Committee believes Organic ASV and Adjusted Operating Margin are key drivers of stockholder value.
2026 Performance Share Unit Awards
| Organic ASV Growth (3 Year CAGR) | Compounded average of the organic ASV annual growth rate, as reported consistent with the Company’s public financial disclosures, for each fiscal year during the performance period. Each organic ASV annual growth rate used in the calculation shall exclude (x) acquisitions and dispositions only within the last 12 months and (y) the effects of foreign currency movements. | | Adjusted Operating Margin (3 Year Simple Average) | Simple average of the adjusted operating margin, as reported consistent with the Company’s public financial disclosures, for each fiscal year during the performance period. |
2026 Performance Share Unit Awards
For fiscal 2026, the Compensation Committee approved an award determination matrix, which is intended to be appropriately rigorous and place this component of pay at-risk to multi-year performance and value creation. The number of shares of FactSet common stock that a PSU recipient ultimately receives will be equal to the target number of PSUs granted, multiplied by a percentage determined in accordance with the 2026 PSU award determination matrix. There will be bilinear interpolation between adjacent points on the matrix. No PSUs will vest if performance is below the threshold level for both metrics or if one metric is at the threshold level and the other is below the threshold level. Performance above the maximum level will not result in vesting of additional PSUs, and the maximum shares that may be earned is capped at 200% of the target award. The target levels of performance, which result in vesting of 100% of the PSUs, reflects growth and margin goals over a three-year period ending in fiscal 2028. The stretch levels of performance, which result in vesting of 200% of the PSUs, is higher than the target level of performance and reflects increased levels of Organic ASV Growth and as well as expanded Adjusted Operating Margin, and the maximum levels of performance reflect increased Organic ASV Growth and Adjusted Operating Margin above the stretch levels of performance.
2024 Performance Share Unit Awards
2024 Performance Share Unit Awards Below are details on actual performance and payout for the 2024 PSUs, which are scheduled to vest on November 1, 2026. On November 1, 2023, Mr. Skoko, Mr. Costigan, Mr. Snow, and Ms. Shan were among the FactSet employees granted PSU awards (the “FY24 PSUs”). Each FY24 PSU represents 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, 2023, through August 31, 2026 (the "2024-2026 Performance Period") measured against certain specified performance goals. The performance goals for the FY24 PSUs were based 50% on each of the following during the 2024-2026 Performance Period, measures which are publicly reported in our financial results:
2024 Performance Share Unit Awards
| Adjusted Cumulative Operating Earnings | 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 | | Adjusted Cumulative Revenues | Calculated as GAAP revenues less the impact of the fair value of deferred revenues acquired in a business combination |
2024 Performance Share Unit Awards
The FY24 PSUs were structured with a threshold, target, and max levels of performance. In addition, the FY24 PSUs had an additional level of maximum, if certain conditions were met. Contingent on adjusted cumulative revenues during the Performance Period exceeding 104% of the target level of performance and adjusted cumulative operating earnings during the Performance Period equaling or exceeding the target level of performance, the PSUs would vest at the maximum plus level of performance. There is linear interpolation between the threshold, target, and maximum levels, and no linear interpolation between the maximum and maximum plus levels. No PSUs would vest if performance is below the threshold level, and performance above the maximum plus level would not result in vesting of additional PSUs. Below shows the percentage of target PSUs that would vest based on level of performance:
2024 Performance Share Unit Awards
| Performance Share Unit Vesting Schedule | | | | | Threshold Level of Performance | Target Level of Performance | Max Level of Performance | Max Plus Level of Performance | | 50% | 100% | 150% | 200% |
2024 Performance Share Unit Awards
Following conclusion of the 2024-2026 Performance Period, the Compensation Committee evaluated FactSet’s performance against the performance goals for the FY24 PSUs as shown below, determining that the FY24 PSUs would vest at 26.3% of target. These performance goals were established at the time of the grant of the FY24 PSUs. The Compensation Committee subsequently revised the original goals for the FY24 PSUs to reflect the acquisitions of Irwin in November 2024 and LiquidityBook in February 2025 and the disposition of RMS Partners in August 2025. The revised goals were consistent with underlying performance expectations used by the Committee to set the original PSU goals, excluding the anticipated impact of the acquisitions and disposition. The 2024 PSU structure and metrics were intended to be appropriately rigorous and place this component of pay at-risk to multi-year performance and value creation, and we believe this award outcome demonstrates this risk. The Compensation Committee did not adjust the FY24 PSU awards in light of the low performance and payout, nor did the Compensation Committee approve additional awards to compensate the NEOs for such result.
2024 Performance Share Unit Awards
| Measure | Weighting | Threshold Performance | Target Performance | Max Performance | Actual Performance | Payout as a Percent of Target | | Adjusted Cumulative Revenues | 50% | $7,018 million | $7,233 million | $7,449 million | $7,001 million | 0% | | Adjusted Cumulative Operating Earnings | 50% | $2,523 million | $2,658 million | $2,789 million | $2,531 million | 52.6% | | Total Payout as Percentage of Target | | | | | | 26.3% |
2024 Performance Share Unit Awards
Following certification of FactSet’s performance against the performance goals for the FY24 PSUs during the 2024-2026 Performance Period, the NEOs listed below received the following PSUs, all of which are scheduled to vest and convert to shares on November 1, 2026.
2024 Performance Share Unit Awards
| NEO | Number of Shares of Common Stock To Be Received for PSUs Vesting November 1, 2026 | | Goran Skoko | 357 | | John Costigan | 248 | | F. Philip Snow | 1859 | | Helen Shan(1) | 543 |
2024 Performance Share Unit Awards
(1) Ms. Shan remains eligible to receive shares of common stock from the FY24 PSUs pursuant to her separation agreement.
Make-Whole Awards for Mr. Viswanathan
| Mr. Viswanathan's Make-Whole Awards | | | | Component | Structure | Rationale | | $3 million | Cash | To make Mr. Viswanathan whole for the 2025 cash incentive compensation for the period from January 1, 2025 through his FactSet start date, September 8, 2025, that he forfeited on resignation from JPMorgan. No repayment provision given the short timing of when he would have received the cash from JPMorgan. | | $10 million | Cash; subject to repayment if he terminated employment with the Company without good reason or was terminated for cause before September 9, 2026 | To replace the value of JPMorgan RSUs and PSUs scheduled to vest, be earned, and be paid in February 2026. The value reflected both the expected maximum payout (150% of target) on the JPMorgan PSU award (since confirmed in JPMorgan's proxy statement) and share price appreciation. These awards had less than one year remaining in their vesting period. Rather than grant replacement equity with such a short vesting period, the Committee elected to provide cash subject to a clawback of the gross amount if he did not complete one year of service. The immediate liquidity served as an attraction tool, while the one-year clawback provided the Committee with desired additional retention protection. | | $10 million | $10 million in PSUs with a three-year performance period; the structure and metrics for the PSUs were the same as those awarded to NEOs as part of the Company's annual executive compensation program, as discussed on pages 40-41. The number of PSUs was determined based on the 30-day VWAP prior to May 27, 2025. | The PSUs were granted to replace the estimated value of outstanding equity awards that Mr. Viswanathan forfeited when he left JPMorgan to join FactSet. The amount and structure of the award was designed to generally mirror the equity he forfeited when he left JPMorgan. Delivering this component in PSUs preserves alignment with stockholders as the payout depends on achieving multi-year performance goals. | | $26 million | $26 million in RSUs that vest 25% each year over four years. The number of RSUs was determined based on the 30-day VWAP prior to May 27, 2025. | The RSUs were granted to replace the estimated value of outstanding equity awards that Mr. Viswanathan forfeited when he left JPMorgan to join FactSet. The amount and structure of the award was designed to generally mirror the equity he forfeited, and delivering this component in RSUs, rather than cash, preserves alignment with stockholders since the ultimate value realized depends on FactSet's stock price. |
Make-Whole Awards for Mr. Viswanathan
Most of Mr. Viswanathan's make-whole awards are equity, aligned with stockholder interests consistent with our pay for performance philosophy. The RSU and PSU awards both promote ownership, enhance retention given the four-year vesting period and three-year performance period respectively, and align with stockholders through ultimate value dependent on the Company's stock price. In addition, as discussed above on pages 40-41, the PSUs promote stockholder alignment through vesting based on achievement of established performance criteria.
New Hire Awards for Mr. Warren
| Mr. Warren's New Hire Awards | | | Component | Structure | | $250,000 | Cash; subject to repayment if he resigns or his employment is terminated by the Company for Cause (as defined in the Executive Severance Plan) prior to April 14, 2027. | | $500,000 | RSUs, granted on May 1, 2026 and vesting 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant. The number of RSUs was determined based on the 30-day VWAP of FactSet common stock ending on the grant date. | | $750,000 | Stock options, granted on May 1, 2026 and vesting 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant. The number of stock options was determined based on the 30-day VWAP of FactSet common stock ending on the grant date (and using an option pricing formula). The strike price is $227.58, the closing price of FactSet common stock on the grant date. |
New Hire Awards for Mr. Warren
The awards were made to attract and retain exceptional leadership, while aligning with stockholder interests. These awards also recognized that while Mr. Warren did not receive a long-term incentive award for fiscal 2026 given the timing of his start date, he nevertheless served as CFO for almost 40% of the fiscal year. Over 80% of the target value of Mr. Warren's new hire awards are at-risk in the form of equity, and such awards do not vest at all until the third anniversary of the grant date. This structure promotes retention. Pursuant to Mr. Warren's employment agreement, for fiscal 2027, Mr. Warren's long-term incentive opportunity will have a target grant date value of $2,250,000. This target reflects a market-competitive long-term incentive opportunity for the CFO role, consistent with the annual target previously in place for this position, and reflects Mr. Warren's transition from receiving one-time new-hire awards to participating in FactSet's regular annual long-term incentive program beginning in fiscal 2027.
Special Retention Awards for Mr. Skoko and Mr. Costigan
Special Retention Awards for Mr. Skoko and Mr. Costigan On October 9, 2025, the Compensation Committee approved special retention grants of time-based RSUs to our Chief Revenue Officer, Goran Skoko and our Co-Head of Product, John Costigan, who was Chief Data Officer at that time. These grants were provided to Mr. Skoko and Mr. Costigan to assist with retention and leadership continuity through fiscal 2026 and fiscal 2027, a critical time for the Company as well as a time of significant organizational change. The retention awards each had a grant date target value of $1 million with the RSUs vesting pro-rata on each anniversary of the grant date over three years. For Mr. Skoko, who is retirement eligible under the Company's Equity Award Agreement, the award was exempted from the retirement provision to increase its retention power. The Compensation Committee believes the granting of retention awards should only be done in extraordinary circumstances and that ensuring the continuity and quality of the Company’s sales and data functions is in the best interests of our stockholders.
Severance Benefits
Severance Benefits
Executive Severance Plan
Executive Severance Plan The Compensation Committee believes that maintaining separation benefits is part of our overall compensation program and in line with its objective to attract, retain and motivate high-caliber management talent. Our severance arrangements with all of our NEOs, other than Mr. Viswanathan, are governed by the FactSet Research Systems Inc. Executive Severance Plan (the “Executive Severance Plan”) and the FactSet Research Systems Inc. Equity Award Agreement (the "Equity Award Agreement"). The Compensation Committee approved adoption of the Executive Severance Plan to establish a standard approach for dealing with executives upon separation from FactSet, with the goal of 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. For a description of the terms of the Executive Severance Plan and treatment of options, RSUs and PSUs in the event of termination of employment, please see “Potential Payments upon Termination or Change of Control” below.
CEO Employment Agreement
CEO Employment Agreement Mr. Viswanathan's Employment Agreement provides him with certain protections on a Qualifying Termination (including a Qualifying Termination occurring within two years after a change of control), subject to his execution of a release of claims in certain circumstances and his compliance with post-termination restrictive covenants, which are equivalent to the benefits provided to other executive officers of the Company under the Company's Executive Severance Plan and the Equity Award Agreement, with certain enhancements. For a description of the severance terms of Mr. Viswanathan's Employment Agreement, please see “Potential Payments upon Termination or Change of Control” below.
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.
Incentive Compensation Recoupment Policy
Incentive Compensation Recoupment 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, as well as any other officers of FactSet who participate in our Executive Severance Plan, including all of our NEOs, (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. •If the Board concludes that a covered officer committed Misconduct (as defined in the Clawback Policy, and which includes a material violation of any non-competition or non-solicitation obligation owed to the Company) 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.
Compensation Risk Assessment
Compensation Risk Assessment The Compensation 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, our Clawback Policy, the use of multiple financial performance measures and internal controls over financial reporting, reasonable performance goals, and the oversight by the Compensation Committee. Based on this analysis, the Compensation 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 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
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned or awarded to each NEO for fiscal years 2026, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Sanoke Viswanathan(5)(6) Chief Executive Officer | 2026 | $980,769 | $13,000,000 | $22,708,861 | $22,000,063 | $3,235,290 | $121,692 | $62,046,674 | | Joshua Warren(9) Executive Vice President, Chief Financial Officer | 2026 | $192,308 | $250,000 | $479,665 | $676,450 | $331,087 | $3,631 | $1,933,141 | | Christopher McLoughlin(8) Executive Vice President, Chief Legal Officer and Corporate Secretary | 2026 | $475,154 | $— | $400,154 | $400,055 | $754,770 | $28,509 | $2,058,642 | | | 2025 | $354,466 | $350,000 | $1,844,268 | $343,782 | $366,034 | $14,000 | $3,272,550 | | Goran Skoko(7)(8) Executive Vice President, Chief Revenue Officer | 2026 | $589,337 | $— | $1,750,296 | $750,010 | $1,110,848 | $84,738 | $4,285,229 | | | 2025 | $586,960 | $— | $650,224 | $650,060 | $800,072 | $48,274 | $2,735,591 | | | 2024 | $543,132 | $— | $575,374 | $575,086 | $530,757 | $177,903 | $2,402,252 | | John Costigan(7) Executive Vice President, Co-Head of Product | 2026 | $494,077 | $— | $1,525,257 | $525,044 | $783,823 | $15,169 | $3,343,370 | | F. Philip Snow(5) Former Chief Executive Officer | 2026 | $262,308 | $— | $— | $— | $— | $74,856 | $337,164 | | | 2025 | $775,000 | $— | $3,750,162 | $3,750,093 | $1,171,376 | $14,300 | $9,460,930 | | | 2024 | $773,077 | $— | $3,000,011 | $3,000,075 | $798,146 | $13,163 | $7,584,472 | | Helen Shan Former Executive Vice President, Chief Financial Officer | 2026 | $510,896 | $— | $1,125,197 | $1,125,052 | $1,009,008 | $12,372 | $3,782,525 | | | 2025 | $570,961 | $— | $2,403,341 | $900,022 | $633,851 | $14,000 | $4,522,176 | | | 2024 | $523,077 | $— | $875,162 | $875,027 | $419,943 | $13,800 | $2,707,009 |
Summary Compensation Table
1.The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of PSU and 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 2026 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 NEOs are not entitled to any dividends or dividend equivalents with respect to PSUs and RSUs. The PSUs and RSUs entitle the holders to shares of common stock upon vesting (and in the case of PSUs, subject to the achievement of certain performance metrics). The grant date fair value of PSU awards is determined based on the target level of performance. The value of PSU awards to each of our NEOs in fiscal year 2026 assuming maximum performance is as follows: $12,253,646 for Mr. Viswanathan, $800,307 for Mr. McLoughlin, $1,500,262 for Mr. Skoko, $1,050,184 for Mr. Costigan, and $2,250,394 for Ms. Shan. 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. For stock options other than performance stock options, 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). For Mr. Viswanathan, who received performance stock options, grant date fair value was estimated using a Monte Carlo simulation. The assumptions made for the valuation of stock option awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s 2026 Annual Report on Form 10-K. 3.The amounts set forth in the Non-equity Incentive Plan Compensation column represent the annual cash incentives earned by our NEOs based on individual and Company performance. Pursuant to her separation agreement, Ms. Shan remains eligible for an annual incentive for fiscal 2026 after her transition from CFO on April 13, 2026, subject to the terms of the agreement. The amounts included for fiscal year 2026 for Mr. Skoko and Mr. McLoughlin were converted to U.S. dollars using the spot rate on September 1, 2026 of GBP 1 to $1.3262 USD for purposes of this disclosure. The amounts included for fiscal year 2025 for Mr. Skoko and Mr. McLoughlin were converted to U.S. dollars using the spot rate on September 1, 2025 of GBP 1 to 1.350348 USD, and the amount included for fiscal 2024 for Mr. Skoko was converted to U.S. dollars using an exchange rate of 1 GBP=1.3127 USD. 4.The amounts set forth in the All Other Compensation column include employer payments to the applicable individual NEOs for matching contributions to FactSet's defined contribution plans and other benefits. The following table summarizes the amounts shown in the All Other Compensation column for fiscal 2026.
Summary Compensation Table
| | All Other Compensation in Fiscal 2026 | | | | | | Name | Company Contributions to Defined Contribution Plans(4a) | Tax Equalization and Tax Preparation(4b) | Attorney Fees(4c) | Vacation(4d) | Total All Other Compensation | | Sanoke Viswanathan | $21,692 | $— | $100,000 | $— | $121,692 | | Joshua Warren | $3,631 | $— | $— | $— | $3,631 | | Christopher McLoughlin | $28,509 | $— | $— | $— | $28,509 | | Goran Skoko | $53,040 | $31,698 | $— | $— | $84,738 | | John Costigan | $15,169 | | $— | $— | $15,169 | | F. Philip Snow | $337 | $— | $— | $74,519 | $74,856 | | Helen Shan | $12,372 | $— | $— | $— | $12,372 |
Summary Compensation Table
a) Amounts shown reflect Company matching contributions to an individual NEO's employee defined contribution account. Mr. Skoko and Mr. McLoughlin, who are U.K. employees, received Company matching contributions to their U.K. defined contribution account in British Pounds. Such amounts have been converted to U.S. dollars using an exchange rate of 1 GBP = 1.3262 USD. b) Reflects tax equalization payments and reimbursements provided to Mr. Skoko in connection with his previous expatriate assignment. The tax equalization benefits are designed to mitigate the impact of an expatriate assignment by covering tax expense in excess of what the employee would have incurred had the employee remained in their home country. Amounts in GBP have been converted to U.S. dollars using an exchange rate of 1 GBP to $1.3262. Amounts shown include expenses for tax preparation and planning provided to Mr. Skoko in connection with his expatriate assignment. c) Reflects a one-time reimbursement for attorney fees relating to the negotiation and execution of Mr. Viswanathan's employment agreement, per his employment agreement. d) Reflects payout of accrued, unused vacation days per Company policy. 5.Mr. Viswanathan and Mr. Snow received no additional compensation for serving on the Company’s Board of Directors during any of the years presented. 6.For Mr. Viswanathan, who joined FactSet on September 8, 2025, the Bonus and Stock Awards columns reflect one-time make-whole awards for compensation he forfeited from JPMorgan when he resigned to join FactSet, including cash, RSUs, and PSUs, described at page 42. The Option Awards column reflects that Mr. Viswanathan received annual equity awards with a target value of $11 million, for FY26 and FY27, awarded as a one-time grant of $22 million of performance stock options; under the terms of his employment agreement, Mr. Viswanathan is not eligible for any additional annual equity award until FY28. 7.For Mr. Skoko and Mr. Costigan, the Stock Awards column for 2026 includes a one-time retention award that each received on November 3, 2025 of 3915 RSUs. 8.Mr. Skoko's and Mr. McLoughlin's fiscal 2026 salaries were paid in British Pounds during fiscal 2026. Such amounts have been converted to U.S. dollars using an exchange rate of 1 GBP = 1.3262 USD. Mr. Skoko's and Mr. McLoughlin's fiscal 2025 salaries have been converted to U.S. dollars using an exchange rate of 1 GBP = 1.350348 USD. Mr. Skoko's fiscal 2024 cash compensation was paid in British Pounds and converted 1 GBP = 1.2672 USD for all figures except for non-equity incentive plan compensation for which we used an exchange rate of 1 GBP = 1.3127 USD. 9.For Mr. Warren, who joined FactSet on April 13, 2026, the Bonus column reflects a one-time sign-on bonus of $250,000; the Stock Awards column reflects a one-time sign-on grant of 2,272 RSUs (with a target grant date value of $500,000); and the Option Awards column reflects a one-time sign-on grant of 8,567 options (with a target grant date value of $750,000).
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information on all plan-based awards granted during fiscal 2026 to each NEO. Actual amounts payable under these awards may differ from the grant date fair value as listed in this table. Mr. Snow is not included in the table below as he was not eligible for and did not receive any equity awards during fiscal 2026.
Grants of Plan-Based Awards
| Grants of Plan Based Awards Table | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | All Other Option Awards: | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) | | Name | Type of Award | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock Units (#) | Number of Securities Underlying Options (#) | | | | Viswanathan | Options(2) | 9/15/25 | 9/22/25 | | | | | | | | 297,902 | $295.63 | $22,000,063 | | | PSUs(4) | 9/29/25 | 10/1/25 | | | | 11,218 | 22,436 | 44,872 | | | | $6,126,823 | | | RSUs(5) | 9/15/25 | 9/22/25 | | | | | | | 58,332 | | | $16,582,038 | | | AIP(6) | | | $— | $2,000,000 | $4,000,000 | | | | | | | | | Warren | Options(3) | 4/30/26 | 5/1/26 | | | | | | | | 8,567 | $227.58 | $676,450 | | | RSUs(5) | 4/30/26 | 5/1/26 | | | | | | | 2,272 | | | $479,665 | | | AIP(6) | | | $— | $211,200 | $422,400 | | | | | | | | | McLoughlin | Options(3) | 10/16/25 | 11/3/25 | | | | | | | | 5,310 | $264.57 | $400,055 | | | PSUs(4) | 10/16/25 | 11/3/25 | | | | 798 | 1,595 | 3,190 | | | | $400,154 | | | AIP(6) | | | $— | $485,000 | $970,000 | | | | | | | | | Skoko | Options(3) | 10/16/25 | 11/3/25 | | | | | | | | 9,955 | $264.57 | $750,010 | | | PSUs(4) | 10/16/25 | 11/3/25 | | | | 1,495 | 2,990 | 5,980 | | | | $750,131 | | | RSUs(5) | 10/9/25 | 11/3/25 | | | | | | | 3,915 | | | $1,000,165 | | | AIP(6) | | | $— | $721,200 | $1,442,400 | | | | | | | | | Costigan | Options(3) | 10/16/25 | 11/3/25 | | | | | | | | 6,969 | $264.57 | $525,044 | | | PSUs(4) | 10/16/25 | 11/3/25 | | | | 1,047 | 2,093 | 4,186 | | | | $525,092 | | | RSUs(5) | 10/9/25 | 11/3/25 | | | | | | | 3,915 | | | $1,000,165 | | | AIP(6) | | | $— | $500,000 | $1,000,000 | | | | | | | | | Shan | Options(3) | 10/16/25 | 11/3/25 | | | | | | | | 14,933 | $264.57 | $1,125,052 | | | PSUs(4) | 10/16/25 | 11/3/25 | | | | 2,243 | 4,485 | 8,970 | | | | $1,125,197 | | | AIP(6) | | | $— | $643,500 | $1,287,000 | | | | | | | |
Grants of Plan-Based Awards
(1)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, PSUs, and RSUs granted to each of our NEOs during the fiscal year ending August 31, 2026. For further details, see footnotes 1 and 2 to the Summary Compensation Table above. (2)Options granted to Mr. Viswanathan on September 22, 2025 vest if during the performance period ending on the fifth anniversary of the grant date the Company's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. The options will not be exercisable prior to the third anniversary of the grant date. The options have an exercise price equal to 100% of the closing price of the Company's common stock on the NYSE on September 22, 2025. (3)Options granted on November 3, 2025 vest 25% on each anniversary of the grant date over a four-year period, subject to the recipient's continued employment or service through each vesting date, and an exercise price equal to 100% of the closing price of the Company’s common stock on the NYSE on November 3, 2025. The options granted to Mr. Warren on May 1, 2026 vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date and have an exercise price equal to 100% of the closing price of the Company's common stock on the NYSE on May 1, 2026. (4)Each PSU represents the right to receive one share of FactSet common stock, subject to vesting based on our performance during a three-year period from September 1, 2025 through August 31, 2028 (the "Performance Period") measured against pre-established performance goals that are based on Organic ASV Growth and Adjusted Operating Margin and an award determination matrix. Generally PSUs earned will vest on November 3, 2028. (5)The RSUs granted to Mr. Viswanathan on September 22, 2025 vest 25% on each anniversary of the grant date over a four-year period. The RSUs granted to Mr. Skoko and Mr. Costigan vest 1/3 per year on each anniversary of the grant date over a three-year period, subject to their continued employment or service through each applicable vesting date. The RSUs granted to Mr. Warren vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, subject to his continued employment or service through each applicable vesting date. (6)These amounts represent the target and maximum amounts payable under our fiscal 2026 annual cash incentive program. The amounts for Mr. Skoko and Mr. McLoughlin were converted to U.S. dollars using the spot rate on September 1, 2025 of GBP 1 to $1.350348.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below shows each NEO’s outstanding equity grants as of August 31, 2026.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Viswanathan | 9/22/25 | — | 297,902(5) | $295.63 | 9/22/35 | 58,332 | $18,289,999 | | (6) | | | 10/1/25 | | | | | | | 44,872 | $14,069,616(3) | | Warren | 5/1/26 | — | 8,567(7) | $227.58 | 5/1/36 | 2,272 | $712,386 | | (8) | | McLoughlin | 12/2/24 | 484 | 1,937(1) | $489.47 | 12/2/34 | | | 1,446 | $453,393(3) | | | 12/2/24 | | | | | 1,554 | $487,257 | | (9) | | | 11/3/25 | — | 5,310(4) | $264.57 | 11/3/35 | | | 3,190 | $1,000,225(3) | | Skoko | 11/1/18 | 8,807 | —(1) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 4,985 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 4,474 | —(1) | $316.71 | 11/9/30 | | | | | | | 11/1/21 | 2,928 | 735(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 2,388 | 1,593(1) | $426.25 | 11/1/32 | | | | | | | 11/1/23 | 1,734 | 2,603(1) | $436.57 | 11/1/33 | 357 | $111,937 | | (2) | | | 11/1/24 | 976 | 3,908(1) | $458.80 | 11/1/34 | | | 2,916 | $914,312(3) | | | 11/3/25 | — | 9,955(4) | $264.57 | 11/3/35 | | | 5,980 | $1,875,029(3) | | | 11/3/25 | | | | | 3,915 | $1,227,548 | | (10) | | Costigan | 11/1/19 | 876 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 1,878 | —(1) | $316.71 | 11/9/30 | | | | | | | 11/1/21 | 1,072 | 271(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 1,431 | 958(1) | $426.25 | 11/1/32 | | | | | | | 11/1/23 | 1,206 | 1,811(1) | $436.57 | 11/1/33 | 248 | $77,760 | | (2) | | | 11/1/24 | 713 | 2,856(1) | $458.80 | 11/1/34 | | | 2,132 | $668,489(3) | | | 11/3/25 | — | 6,969(4) | $264.57 | 11/3/35 | | | 4,186 | $1,312,520(3) | | | 11/3/25 | | | | | 3,915 | $1,227,548 | | (10) | | Snow | 11/1/21 | 17,576 | 4,397(1) | $434.82 | 1/30/27 | | | | | | | 11/1/22 | 11,940 | 7,962(1) | $426.25 | 1/30/28 | | | | | | | 11/1/23 | 9,050 | 13,575(1) | $436.57 | 1/30/29 | 1,859 | $582,889 | | (2) |
Outstanding Equity Awards at Fiscal Year-End
| | 11/1/24 | 5,635 | 22,540(1) | $458.80 | 1/30/30 | | | 16,818 | $5,273,284(3) | | Shan | 9/28/18 | 13,195 | —(1) | $223.71 | 09/28/28 | | | | | | | 11/1/19 | 9,969 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 8,629 | —(1) | $316.71 | 11/9/30 | | | | | | | 5/3/21 | 7,060 | —(1) | $342.06 | 5/3/31 | | | | | | | 11/1/21 | 5,860 | 1,465(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 3,939 | 2,629(1) | $426.25 | 11/1/32 | | | | | | | 11/1/23 | 2,638 | 3,961(1) | $436.57 | 11/1/33 | 543 | $170,258 | | (2) | | | 11/1/24 | 1,352 | 5,410(1) | $458.80 | 11/1/34 | | | 4,038 | $1,266,115(3) | | | 5/1/25 | | | | | 2,379 | $745,935 | | (11) | | | 11/3/25 | — | 14,933(4) | $264.57 | 11/3/35 | | | 8,970 | $2,812,544(3) |
Outstanding Equity Awards at Fiscal Year-End
(1)These options vest 20% on each anniversary date of the award over a five-year period, with the exception of the December 2, 2024 grant to Mr. McLoughlin, which vests 20% on the first anniversary date of the award and then 20% on each November 1 for the following four years. (2)These PSUs were subject to vesting contingent on satisfaction of pre-established performance goals measured over a three-year period that ended on August 31, 2026. The number of shares shown with respect to these PSU awards reflects the actual number of PSUs earned based on performance. The market value of these PSU awards is calculated by multiplying the number of earned PSUs by the closing price of a share of FactSet common stock on August 31, 2026, which was $313.55. Earned PSUs will vest on November 1, 2026, subject to the recipient’s continued employment or service through the vesting date. (3)PSUs that are subject to vesting contingent on satisfaction of pre-established performance goals measured over a three-year period. The number of shares shown with respect to the PSU awards are at 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to PSUs. (4)These options vest 25% on each anniversary date of the award over a four-year period. (5)These options vest if during the performance period ending on the fifth anniversary of the grant date the Company's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. The options will not be exercisable prior to the third anniversary of the grant date. (6)These RSUs vest 25% on each anniversary of the grant date over a four-year period. 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs. (7)These options vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date. (8)These RSUs vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, subject to the recipient's continued employment or service through each applicable vesting 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs. (9)These RSUs vest in equal 50% on each of the first two anniversaries of the grant date, subject to the recipient's continued employment or service through each applicable vesting 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs. (10)These RSUs vest 1/3 on each anniversary of the grant date over a three-year period. 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs. (11)These RSUs vest 1/3 on the first anniversary of the date of grant and 2/3 on the second anniversary of the date of grant, subject to the recipient's continued employment or service through each applicable vesting 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, 2026, which was $313.55. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs.
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 2026.
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) | | Sanoke Viswanathan | — | $— | — | $— | | Joshua Warren | — | $— | — | $— | | Christopher McLoughlin | — | $— | 1,554 | $432,447 | | Goran Skoko | — | $— | 612 | $163,282 | | John Costigan | — | $— | 367 | $97,916 | | F. Philip Snow | 43,036 | $2,031,639 | 3,058 | $815,874 | | Helen Shan | — | $— | 2,180 | $535,697 |
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.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Our NEOs may be eligible to receive certain payments and benefits in connection with their termination of employment or a change of control. Described below are events that would trigger the payments and benefits and estimates of such payments and benefits.
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 estimates of eligible compensation under plans and contractual arrangements in effect as of August 31, 2026. The amounts assume that the NEOs left FactSet effective August 31, 2026.
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 | | Sanoke Viswanathan(3) | Severance Payment(1) | $— | $6,500,000 | $8,000,000 | $— | $2,000,000 | $— | $— | | | Equity Treatment(2) | $— | $30,663,210 | $30,663,210 | $— | $30,663,210 | $— | $— | | | Health Benefits | $— | $61,022 | $81,363 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Joshua Warren | Severance Payment(1) | $— | $1,600,000 | $2,125,000 | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $— | $1,448,891 | $— | $— | $— | $— | | | Health Benefits | $— | $31,856 | $47,784 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Christopher McLoughlin | Severance Payment(1) | $— | $1,428,457 | $1,904,609 | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $638,388 | $1,065,176 | $— | $713,953 | $— | $— | | | Health Benefits(4) | $— | $— | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Goran Skoko(5) | Severance Payment(1) | $— | $2,007,727 | $2,657,286 | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $729,631 | $2,757,280 | $882,016 | $882,016 | $2,757,280 | $882,016 | | | Health Benefits(4) | $— | $— | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | John Costigan | Severance Payment(1) | $— | $1,500,000 | $2,000,000 | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $518,194 | $2,305,837 | $— | $629,608 | $— | $— | | | Health Benefits | $— | $28,336 | $42,505 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | F. Philip Snow(6) | Severance Payment(1) | $— | $— | $— | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $— | $— | $4,851,873 | $— | $— | $— | | | Health Benefits | $— | $— | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $— | $— | $— | $— | $— | $— | | Helen Shan(7) | Severance Payment(1) | $— | $1,872,000 | $— | $— | $— | $— | $— | | | Equity Treatment(2) | $— | $1,396,746 | $— | $— | $— | $— | $— | | | Health Benefits | $— | $13,000 | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $— | $— | $— | $— | $— |
Potential Payments upon Termination of Employment, Change of Control or Retirement Table
(1) Pro rata bonus portion reflects target annual incentive opportunity. (2) Amounts based on price per share of FactSet common stock on August 31, 2026 of $313.55. Amounts for stock option awards are based upon the difference between $313.55 and the exercise price of such stock option. (3) For Mr. Viswanathan only, Termination Without Cause includes Resignation for Good Reason. (4) Health benefits were not included for Mr. Skoko or Mr. McLoughlin as our U.K. employees are not insured for continued coverage following termination under our group health plan. (5) Mr. Skoko is retirement eligible under the Equity Award Agreement. (6) Reflects Mr. Snow's retirement. (7) Reflects the terms of Ms. Shan's Separation Agreement. Under her Separation Agreement, she is also eligible to receive reimbursement of up to $3,000 for legal fees incurred in connection with her Separation Agreement.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (collectively, the "Pay Ratio Rule"), we are providing the following estimated information for fiscal 2026: The median of the annual total compensation of all our employees (other than our CEO), was $18,413, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K; the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $62,046,674 (or $15,337,782 excluding the impact of the "make-whole" awards described on page 42 and annualizing the long-term incentive award); and the ratio of these two amounts was 3,370 to 1 (or 833 to 1 excluding the impact of "make-whole" awards and annualizing the long-term incentive award). We believe that this ratio is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rule.
Pay Versus Performance
Pay Versus Performance The following section has been prepared in accordance with the SEC’s pay versus performance (“PVP”) disclosure rules. Under the PVP rules, the SEC has developed a 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 SEC rules. Our Compensation 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 Compensation Discussion & Analysis on how we align pay with performance and how we approach the design of our executive compensation program.
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, Revenue.
Pay Versus Performance Table
| Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Former PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income (in Thousands) | Revenue (Company Selected Measure)(in thousands)(4) | | 2026 | $62,046,674 | $72,044,781 | $337,164 | $(3,888,289) | $3,080,581 | $3,211,997 | $87.03 | $167.96 | $533,481 | $2,476,256 | | 2025 | $— | $— | $9,460,930 | $5,700,082 | $3,180,035 | $2,424,385 | $101.80 | $152.64 | $597,040 | $2,321,748 | | 2024 | $— | $— | $7,584,472 | $3,005,247 | $2,317,286 | $1,458,270 | $114.19 | $120.20 | $537,126 | $2,203,056 | | 2023 | $— | $— | $6,862,015 | $5,673,690 | $2,375,318 | $2,142,762 | $116.76 | $88.36 | $468,173 | $2,085,508 | | 2022 | $— | $— | $6,604,998 | $15,375,286 | $2,510,807 | $3,961,318 | $114.92 | $83.72 | $396,917 | $1,843,892 |
Pay Versus Performance Table
(1) Mr. Viswanathan served as the Company's PEO for fiscal year 2026 beginning September 8, 2025. Mr. Snow served as the Company's PEO for fiscal years 2022-2025 and for fiscal year 2026 from September 1, 2025 through September 7, 2025. 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.
Pay Versus Performance Table
| PEO SCT Total to CAP Reconciliation | FY2026 (PEO) | FY2026 (Former PEO) | FY2025 | FY2024 | FY2023 | FY2022 | | Summary Compensation Table Total | $62,046,674 | $337,164 | $9,460,930 | $7,584,472 | $6,862,015 | $6,604,998 | | Deduction for SCT "Stock Awards" column value | $(22,708,861) | $— | $(3,750,162) | $(3,000,011) | $(2,500,166) | $(2,250,063) | | Deduction for SCT "Option Awards" column value | $(22,000,063) | $— | $(3,750,093) | $(3,000,075) | $(2,500,089) | $(2,250,035) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— | $— | $— | | Total Deductions from SCT | $(44,708,924) | $— | $(7,500,255) | $(6,000,086) | $(5,000,255) | $(4,500,098) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $54,707,031 | $— | $4,884,670 | $3,444,963 | $4,531,366 | $5,509,555 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $— | $(2,225,267) | $(1,729,950) | $(1,537,645) | $185,152 | $6,162,251 | | 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 | $— | $(2,000,186) | $584,687 | $(486,457) | $(904,588) | $1,598,580 | | 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 | $54,707,031 | $(4,225,453) | $3,739,407 | $1,420,861 | $3,811,930 | $13,270,386 | | CAP (SCT minus deductions plus total adjustments) | $72,044,781 | $(3,888,289) | $5,700,082 | $3,005,247 | $5,673,690 | $15,375,286 |
Pay Versus Performance Table
(2) For fiscal 2026, our non-PEO NEOs were Joshua Warren, Christopher McLoughlin, Goran Skoko, John Costigan, and Helen Shan. For fiscal 2025, our non-PEO NEOs were Helen Shan, Goran Skoko, Christopher McLoughlin, and Katherine M. Stepp. For fiscal 2024, our non-PEO NEOs were Helen Shan, Goran Skoko, Katherine M. Stepp, Catrina Harding, and Linda S. Huber. For fiscal 2022 and 2023, our non-PEO NEOs were Linda S. Huber, Helen Shan, Goran Skoko, and Robert J. Robie. 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.
Pay Versus Performance Table
| Non-PEO NEO SCT Total to CAP Reconciliation | FY2026 | FY2025 | FY2024 | FY2023 | FY2022 | | Summary Compensation Table Total | $3,080,581 | $3,180,035 | $2,317,286 | $2,375,318 | $2,510,807 | | Deduction for SCT "Stock Awards" column value | $(1,056,114) | $(1,343,310) | $(615,204) | $(647,053) | $(742,524) | | Deduction for SCT "Option Awards" column value | $(695,322) | $(592,225) | $(615,078) | $(646,943) | $(556,314) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— | $— | | Total Deductions from SCT | $(1,751,436) | $(1,935,535) | $(1,230,282) | $(1,293,996) | $(1,298,838) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $2,465,112 | $1,375,113 | $706,333 | $1,172,650 | $1,550,995 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $(308,266) | $(281,529) | $(297,616) | $20,670 | $1,011,199 | | 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 | $(273,994) | $86,301 | $(37,451) | $(131,880) | $187,155 | | 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 | $1,882,852 | $1,179,885 | $371,266 | $1,061,440 | $2,749,349 | | CAP (SCT minus deductions plus total adjustments) | $3,211,997 | $2,424,385 | $1,458,270 | $2,142,762 | $3,961,318 |
Pay Versus Performance Table
(3) For FactSet and the Peer Group Total Shareholder Return, 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, 2021. 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 2026 Annual Report on Form 10-K included pursuant to Item 201(e) of Regulation S-K. (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 2026. We have selected revenue as this required Company Selected Measure ("CSM"). We selected revenue because ASV growth is a metric for our fiscal year 2026 annual incentive plan and long-term incentive plan, and ASV at any given point in time represents the forward-looking revenues for the next twelve months from all recurring services currently supplied to clients.