FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 19, 2024. Filed Oct 30, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 19, 2024 · Filed Oct 30, 2024
Contents
Director Compensation Program
The general policy of the Board is that compensation for directors should be a mix of cash and equity-based compensation. We do not pay management directors for Board service in addition to their regular employee compensation. The Compensation and Talent Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The Board reviews the committee’s recommendations and determines the amount of director compensation. Each director is provided access to the FactSet service, at no charge, which allows them to utilize our suite of products.
During fiscal 2024, non-employee director compensation consisted of:
An annual retainer of $60,000. Each director may choose to receive the retainer as a quarterly cash payment or receive the equivalent value in an equity grant consisting 50% of non-qualified stock options and 50% of restricted stock units;
An equity grant of non-qualified stock options having an intended grant date fair value of $75,000; and
An equity grant of restricted stock units having an intended grant date fair value of $75,000.
Equity grants for non-employee directors are made on January 15 (or the first business day thereafter) of each year. Stock options granted to non-employee directors vest fully on the first anniversary of the grant date and have a seven-year term. Restricted stock units granted to non-employee directors vest fully on the first anniversary of the grant date.
Any director appointed during a fiscal year is entitled to receive:
Pro rata cash payments of the annual retainer during the year the director begins service; and
A pro rata equity grant for the appropriate portion of the first year of service on January 15 (or the first business day thereafter) of the year following the start of service, in addition to the standard annual grant for the year following the start of service.
The FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the “Director Plan”) provides for the grant of share-based awards, including stock options and restricted stock units, to non-employee directors of FactSet. Under the Director Plan, the Compensation and Talent Committee may award an annual equity grant to each non-employee director on or around January 15th of each year. The number of option shares or restricted stock units to be granted in order to deliver the intended value will be determined on the grant date.
The Compensation and Talent Committee recommended and the Board approved an annual equity grant of 565 non-qualified stock options and 164 restricted stock units to each of the non-employee directors serving on the Board on January 16, 2024. Additionally, each non-employee director serving on the Board on January 16, 2024 was given an award of $60,000 with the election to receive the retainer as a quarterly cash payment or receive the equivalent value in a mix of non-qualified stock options and restricted stock units. For fiscal 2024, directors Abrams, Choy, Shavel, and Tejada opted for the equity grant consisting of 226 non-qualified stock options and 65 restricted stock units.
The exercise price for the non-qualified stock options granted under the retainer and annual grant was $462.23 per share, being equal to the closing price of FactSet common stock on January 16, 2024. The grant date fair value for all non-qualified stock options was $132.78 and the grant date value for all restricted stock units was $458.23. The non-qualified stock options granted to directors vest 100% on the first anniversary of the date of grant and expire seven years from the date of grant while the restricted stock units granted to directors vest 100% on the first anniversary of the date of grant.
On September 22, 2020, the Board adopted stock ownership guidelines that require each of our non-employee directors to own FactSet stock having a value of at least $400,000. See "Compensation Discussion and Analysis — Stock Ownership and Holding Guidelines."
26 2024 Proxy Statement
We pay or reimburse our directors for travel, lodging and related expenses incurred in connection with attending Board, committee and stockholder meetings and other Company business related events. From time to time, we may reimburse a director’s expenses for participation in third party-supplied continuing education related to the director’s Board or committee service. There was no reimbursement for educational participation made to the directors during fiscal 2024.
Director Compensation Table
The following table provides information as to compensation for services of the non-employee directors during fiscal 2024.
| Name | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| Robin A. Abrams | $20,000 | $105,393 | $105,029 | $— | $— | $— | $230,422 |
| Siew Kai Choy | $— | $105,393 | $105,029 | $— | $— | $— | $210,422 |
| Malcolm Frank | $60,000 | $75,150 | $75,021 | $— | $— | $— | $210,170 |
| Laurie G. Hylton(1) | $27,143 | $— | $0 | $— | $— | $— | $27,143 |
| James J. McGonigle | $60,000 | $75,150 | $75,021 | $— | $— | $— | $210,170 |
| Lee Shavel | $— | $105,393 | $105,029 | $— | $— | $— | $210,422 |
| Laurie Siegel | $40,000 | $75,150 | $75,021 | $— | $— | $— | $190,170 |
| Maria Teresa Tejada | $— | $105,393 | $105,029 | $— | $— | $— | $210,422 |
| Elisha Wiesel | $60,000 | $133,803 | $133,842 | $— | $— | $— | $327,645 |
Director Hylton joined the Board on March 19, 2024.
The cash fee earned by director Abrams during fiscal 2024 represents the pro rata portion of her $60,000 annual retainer for the period of September 1, 2023 through December 31, 2023, as she chose to receive the retainer for her service during 2023 in cash. The cash fees earned by director Siegel during fiscal 2024 represent the pro rata portion of her $60,000 annual retainer for the period of January 1, 2024 through August 31, 2024, as she chose to receive her retainer for service during 2024 in cash. The cash fee earned by director Hylton during fiscal 2024 represents the pro rata portion of the $60,000 annual retainer for the period of March 19, 2024 through August 31, 2024.
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 2024 pursuant to the Director Plan. For information on the valuation assumptions with respect to RSU grants, refer to the notes to the consolidated financial statements contained in our Annual Report on Form 10-K. On January 16, 2024, we granted 164 RSUs to each of the non-employee directors representing a grant-date fair value of $75,150. Additionally, directors Abrams, Choy, Shavel, and Tejada elected to receive their retainer for service during 2024 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 66 RSUs. Director Wiesel received an additional pro rata grant of 128 RSUs for his 2023 service. The grant date fair value for all RSUs was $458.23. At August 31, 2024, our non-employee directors had the following outstanding RSU awards, all of which were not fully vested: Robin A. Abrams, 230 RSUs; Siew Kai Choy, 230 RSUs; Malcolm Frank, 164 RSUs; Laurie G. Hylton, 0 RSUs; James J. McGonigle, 164 RSUs; Lee Shavel, 230 RSUs; Laurie Siegel, 164 RSUs; Maria Teresa Tejada, 230 RSUs; and Elisha Wiesel, 292 RSUs.
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 2024 pursuant to the Director Plan. For information on the valuation assumptions with respect to stock option grants, refer to the notes to the consolidated financial statements contained in our Annual Report on Form 10-K. On January 16, 2024, we granted 565 stock options to each of the non-employee directors representing a grant-date fair value of $75,021. Additionally, directors Abrams, Choy, Shavel, and Tejada elected to receive their retainer for service during 2024 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 226 non-qualified stock options. Director Wiesel received an additional pro
2024 Proxy Statement 27 rata grant of 443 non-qualified stock options for his 2023 service. The exercise price for the non-qualified stock options for both the retainer and annual grant was $462.23 per share, being equal to the closing price of our common stock on January 16, 2024. The grant date fair value for all non-qualified stock options was $132.78. At August 31, 2024, our non-employee directors had the following outstanding stock option awards, some of which were not fully vested: Robin A. Abrams, 11,099 options; Siew Kai Choy, 4,825 options; Malcolm Frank, 10,598 options; Laurie. G. Hylton, 0 options; James J. McGonigle, 10,171 options; Lee Shavel, 4,550 options; Laurie Siegel, 9,605 options; Maria Teresa Tejada, 2,059 options; and Elisha Wiesel, 1,008 options.
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