FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 19, 2024. Filed Oct 30, 2024.
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Dec 19, 2024 · Filed Oct 30, 2024
Contents
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 and Talent Committee did not use CAP as a basis for making compensation decisions, nor did it use the performance measures defined by the SEC for the PVP table to measure performance for executive compensation purposes. See our CD&A on how we align pay with performance and how we approach the design of our executive compensation program.
74 2024 Proxy Statement
Pay Versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the following table sets forth compensation information of our Principal Executive Officer ("PEO") and our non-PEO NEOs along with total shareholder return ("TSR"), peer group total shareholder return, net income and our Company Selected Measure (ASV + Professional Services Growth), for our fiscal years ending in 2021, 2022, 2023, and 2024.
| Pay Versus Performance | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value of Initial Fixed $100 Investment Based On: | ||||||||
| Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income (in Thousands) | ASV + Professional Services Growth (Company Selected Measure)(in millions)(4) |
| 2024 | $7,584,472 | $3,005,247 | $2,317,286 | $1,458,270 | $123.66 | $182.66 | $537,126 | $101.4 |
| 2023 | $6,862,015 | $5,673,690 | $2,375,318 | $2,142,762 | $127.63 | $134.28 | $468,173 | $143.7 |
| 2022 | $6,604,998 | $15,375,286 | $2,510,807 | $3,961,318 | $125.90 | $127.23 | $396,917 | $163.9 |
| 2021 | $5,468,745 | $8,746,557 | $2,170,212 | $2,830,993 | $109.56 | $151.97 | $399,590 | $115.1 |
(1)Mr. Snow served as the Company's PEO for fiscal 2021, 2022, 2023, and 2024. 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. The PEO CAP for fiscal 2021-2023 has been updated from the amounts reported in our 2023 Proxy Statement to correct certain calculations based on our PEO's stock option grant vesting schedule.
| PEO SCT Total to CAP Reconciliation | FY2024 | FY2023 | FY2022 | FY2021 |
|---|---|---|---|---|
| Summary Compensation Table Total | $7,584,472 | $6,862,015 | $6,604,998 | $5,468,745 |
| Deduction for SCT "Stock Awards" column value | $(3,000,011) | $(2,500,166) | $(2,250,063) | $(1,750,063) |
| Deduction for SCT "Option Awards" column value | $(3,000,075) | $(2,500,089) | $(2,250,035) | $(1,750,005) |
| Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— |
| Total Deductions from SCT | $(6,000,086) | $(5,000,255) | $(4,500,098) | $(3,500,068) |
| Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— |
| Increase for year end fair value of unvested equity granted during year | $3,444,963 | $4,531,366 | $5,509,555 | $5,184,817 |
| Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $(1,537,645) | $185,152 | $6,162,251 | $2,784,260 |
| 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 | $(486,457) | $(904,588) | $1,598,580 | $(1,191,197) |
| 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 | $1,420,861 | $3,811,930 | $13,270,386 | $6,777,880 |
| CAP (SCT minus deductions plus total adjustments) | $3,005,247 | $5,673,690 | $15,375,286 | $8,746,557 |
(2)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. For fiscal 2021, our non-PEO NEOs were Helen Shan, Goran Skoko, Gene Fernandez and Rachel Stern. SEC rules require certain adjustments to be made to the amounts reported in the SCT in order to calculate CAP as shown in the table above. The following table details the applicable adjustments to
2024 Proxy Statement 75 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. The non-PEO NEO CAP for fiscal 2021-2023 has been updated from the amounts reported in our 2023 Proxy Statement to align with the latest SEC guidance relating to retirement eligibility and the treatment of equity awards.
| Non-PEO NEO SCT Total to CAP Reconciliation | FY2024 | FY2023 | FY2022 | FY2021 |
|---|---|---|---|---|
| Summary Compensation Table Total | $2,317,286 | $2,375,318 | $2,510,807 | $2,170,212 |
| Deduction for SCT "Stock Awards" column value | $(615,204) | $(647,053) | $(742,524) | $(581,411) |
| Deduction for SCT "Option Awards" column value | $(615,078) | $(646,943) | $(556,314) | $(581,270) |
| Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— |
| Total Deductions from SCT | $(1,230,282) | $(1,293,996) | $(1,298,838) | $(1,162,681) |
| Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— |
| Increase for year end fair value of unvested equity granted during year | $706,333 | $1,172,650 | $1,550,995 | $1,624,592 |
| Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $(297,616) | $20,670 | $1,011,199 | $420,703 |
| 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 | $(37,451) | $(131,880) | $187,155 | $(221,833) |
| 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 | $371,266 | $1,061,440 | $2,749,349 | $1,823,462 |
| CAP (SCT minus deductions plus total adjustments) | $1,458,270 | $2,142,762 | $3,961,318 | $2,830,993 |
(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, 2020. 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 2024 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 2024. We have selected ASV + Professional Services Growth as this required Company Selected Measure ("CSM"). This metric is a key performance measure used for the annual incentive plan ("AIP") for our NEOs. We believe ASV + Professional Services Growth reflects our ability to grow recurring revenues and generate positive cash flow and is a key indicator of the successful execution of our business strategy. ASV + Professional Services Growth is indicative of growth in adjusted cumulative revenues, which is the performance measure for 50% of the PSUs granted to our PEO and non-PEO NEOs. "ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients, excluding revenues from Professional Services. "Professional Services" are revenues derived from project-based consulting and implementation, annualized over the past 12 months. "ASV + Professional Services Growth" reflects the year-over-year increase in ASV + Professional Services.
76 2024 Proxy Statement
Relationship Between Pay and Performance
The following graph shows PEO and average non-PEO NEO CAP, as defined above, and FactSet's TSR during the four most recently completed fiscal years, as well as the TSR of the Dow Jones U.S. Financial Services Index, one of the industry index peer groups used in our Stock Performance Graph in our 2024 Annual Report on Form 10-K.
The following graph shows PEO and average non-PEO NEO CAP, as defined above, and our net income during the four most recently completed fiscal years.
2024 Proxy Statement 77
The following graph shows PEO and average non-PEO NEO CAP, as defined above, and FactSet's CSM, ASV + Professional Services Growth, during the four most recently completed fiscal years.
Performance Measures
Our executive compensation program supports our long-term strategy by aligning the compensation of our executives with performance-based metrics. Below is an unranked list of metrics which we view as the most important financial performance measures we used to link NEO compensation to the Company's performance for fiscal 2024.
Performance Measure
ASV + Professional Services Growth
Adjusted Operating Margin
Adjusted Cumulative Operating Earnings
Adjusted Cumulative Revenues
For fiscal 2024, ASV + Professional Services Growth and Adjusted Operating Margin were used as performance measures for our AIP and Adjusted Cumulative Operating Earnings and Adjusted Cumulative Revenues were used as performance measures for our PSUs. Each of these metrics are non-GAAP financial measures. See our CD&A for further description of our executive compensation program.
78 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.