FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 18, 2025. Filed Oct 27, 2025.
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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 18, 2025 · Filed Oct 27, 2025
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 FactSet services, at no charge, which allows them to utilize our suite of products.
Compensation for the Board is set on a calendar year basis. During fiscal 2025, non-employee director compensation consisted of:
For the period September 1, 2024 through December 31, 2024:
An annual retainer of $60,000. Each director could 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.
The Compensation and Talent 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 35, and broader general industry practices. For calendar year 2025, we
2025 Proxy Statement 17 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.
Accordingly, for the period January 1, 2025 through August 31, 2025:
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 37.5% of non-qualified stock options and 62.5% of restricted stock units;
Annual retainers of $50,000 for the Board Chair, $25,000 for the Chair of the Audit Committee, $25,000 for the Chair of the Compensation and Talent Committee, and $15,000 for the Chair of the Nominating and Corporate Governance Committee, all of which the director may choose to receive in cash or equity, as described above;
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 $125,000.
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 calendar 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 stock-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 518 non-qualified stock options and 278 restricted stock units to each of the non-employee directors serving on the Board on January 15, 2025. Additionally, each non-employee director serving on the Board on January 15, 2025 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 calendar year 2025, directors Abrams, Frank, Shavel, and Tejada opted for the equity grant consisting of 155 non-qualified stock options and 83 restricted stock units. Directors Abrams, Hylton, Siegel, and McGonigle each received additional retainers for their service as Chair.
The exercise price for the non-qualified stock options granted under the retainer and annual grant was $453.98 per share, being equal to the closing price of FactSet common stock on January 15, 2025. The grant date fair value for all non-qualified stock options was $144.90 and the grant date value for all restricted stock units was $449.72. 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 Guidelines."
We pay or reimburse our directors for travel, lodging and related expenses incurred in connection with attending Board, committee and stockholder meetings and other Company business related events. From time to time, we may reimburse a director’s
2025 Proxy Statement 18 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 2025.
Director Compensation Table
The following table provides information as to compensation for services of the non-employee directors during fiscal 2025.
| 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 | $— | $193,829 | $116,355 | $— | $— | $— | $310,184 |
| Siew Kai Choy | $40,000 | $125,022 | $75,058 | $— | $— | $— | $240,080 |
| Barak Eilam(1) | $42,301 | $128,170 | $77,956 | $— | $— | $— | $248,427 |
| Malcolm Frank | $20,000 | $162,799 | $97,518 | $— | $— | $— | $280,316 |
| Laurie G. Hylton | $76,667 | $183,935 | $133,888 | $— | $— | $— | $394,490 |
| James J. McGonigle | $70,000 | $125,022 | $75,058 | $— | $— | $— | $270,080 |
| Lee Shavel | $— | $162,799 | $97,518 | $— | $— | $— | $260,316 |
| Laurie Siegel | $76,667 | $125,022 | $75,058 | $— | $— | $— | $276,747 |
| Maria Teresa Tejada | $— | $162,799 | $97,518 | $— | $— | $— | $260,316 |
| Elisha Wiesel | $60,000 | $125,022 | $75,058 | $— | $— | $— | $260,080 |
Director Eilam joined the Board on December 17, 2024.
The cash fee earned by director Frank during fiscal 2025 represents the pro rata portion of his $60,000 annual retainer for the period of September 1, 2024 through December 31, 2024, as he chose to receive the retainer for his service during 2024 in cash. The cash fees earned by director Choy during fiscal 2025 represent the pro rata portion of his $60,000 annual retainer for the period of January 1, 2025 through August 31, 2025, as he chose to receive his retainer for service during 2025 in cash. The cash fee earned by director Eilam during fiscal 2025 represents the pro rata portion of the $60,000 annual retainer for the period of December 17, 2024 through August 31, 2025. The cash fees earned by directors Hylton, McGonigle, and Siegel include the pro rata portion of their annual committee chair retainers for the period of January 1, 2025 through August 31, 2025.
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 2025 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 2025 Annual Report on Form 10-K. On January 15, 2025, we granted 278 RSUs to each of the non-employee directors representing a grant-date fair value of $125,000. Additionally, directors Abrams, Frank, Shavel, and Tejada elected to receive their retainer for service during 2025 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 83 RSUs. Director Abrams also received an additional 70 RSUs, representing the pro rata portion of her annual Board Chair retainer for fiscal 2025. Directors Eilam and Hylton received additional pro rata grants of 6 and 131 RSUs respectively for their 2024 service. The grant date fair value for all RSUs was $449.72. At August 31, 2025, our non-employee directors had the following outstanding RSU awards, all of which were not fully vested: Robin A. Abrams, 431 RSUs; Siew Kai Choy, 278 RSUs; Barak Eilam, 285 RSUs; Malcolm Frank, 362 RSUs; Laurie G. Hylton, 409 RSUs; James J. McGonigle, 278 RSUs; Lee Shavel, 362 RSUs; Laurie Siegel, 278 RSUs; Maria Teresa Tejada, 362 RSUs; and Elisha Wiesel, 278 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 2025 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 2025 Annual Report on Form 10-K. On January 15, 2025, we granted 518 stock options to each of the non-employee directors representing a grant-date fair value of $75,000. Additionally, directors Abrams, Frank, Shavel, and Tejada elected to receive their retainer for service during 2025 in a combination of RSUs
2025 Proxy Statement 19 and non-qualified stock options, which resulted in a grant of an additional 155 non-qualified stock options. Director Abrams also received an additional 130 non-qualified stock options, representing the pro rata portion of her annual Board Chair retainer for fiscal 2025. Directors Eilam and Hylton received additional pro rata grants of 20 and 406 non-qualified stock options respectively for their 2024 service. The exercise price for the non-qualified stock options for both the retainer and annual grant was $453.98 per share, being equal to the closing price of our common stock on January 15, 2025. The grant date fair value for all non-qualified stock options was $144.90. At August 31, 2025, our non-employee directors had the following outstanding stock option awards, some of which were not fully vested: Robin A. Abrams, 9,064 options; Siew Kai Choy, 5,343 options; Barak Eilam, 538 options; Malcolm Frank, 8,433 options; Laurie. G. Hylton, 924 options; James J. McGonigle, 2,354 options; Lee Shavel, 5,223 options; Laurie Siegel, 8,785 options; Maria Teresa Tejada, 2,732 options; and Elisha Wiesel, 1,526 options.
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