FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 16, 2026. Filed Oct 26, 2026.
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Dec 16, 2026 · Filed Oct 26, 2026
Contents
Decision-Making Process
Role of the Compensation and Talent Committee
The Compensation Committee oversees our executive compensation program, including the evaluation and approval of the compensation plans, policies and programs offered to our CEO, NEOs and the Company's executive leadership team. The Committee also focuses on helping the Company recruit and retain the talent needed to continue to drive FactSet's growth, including overseeing our human capital matters. The Compensation Committee operates under a written charter adopted by the Board, and is comprised entirely of independent, non-employee directors, including the Chair of our Board of Directors. A copy of the Committee Charter is available on our website athttps://investor.factset.com on the Corporate Governance page of our Investor Relations website.
The Compensation Committee:
■defines and approves the overall compensation philosophy and strategy for the Company and its executive officers and employees;
■reviews and approves, at least annually, the corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance against them, and sets the CEO’s annual compensation;
■reviews and approves, at least annually, the compensation structure for the Company's executive officers and executive leadership team, and, based on the CEO's evaluations and recommendations, approves their annual and long-term compensation;
■in consultation with the CEO, identifies the performance measures and objectives to determine annual and long-term awards;
■approves the total annual incentive and equity award pools; and
■oversees related matters, including compensation levels and mix, plan design, performance against the plan, peer group, succession planning, and risk assessment.
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.
Role of Management
Management provides the Compensation Committee with materials regarding the overall financial performance of FactSet as well as operational and strategic accomplishments during the fiscal year that are evaluated to determine the amount of the annual incentive awarded. Management prepares reports to assist in the compensation process that include, but are not limited to, topics such as succession planning, plan and financial performance, annual objectives and goals, and other compensation practices. The CEO, in consultation with the Compensation Committee, establishes annual individual performance goals for each of the other members of the executive leadership team, including the other NEOs, and the CEO conducts an annual performance evaluation of each of the members of the executive leadership team.
Performance Evaluation
The CEO’s performance is reviewed annually by the Compensation Committee and the full Board. The CEO is not present for discussions regarding his own compensation. The CEO annually reviews the performance of each member of the executive leadership team, including the NEOs. Our CEO, along with our Chief People and Workforce Transformation Officer, typically makes compensation recommendations to the Compensation Committee for all executive leadership team members, including providing
2026 Proxy Statement 31 information on individual performance. These other executive leadership team members are not present for these discussions. The Compensation Committee, in consultation with the CEO, identifies appropriate performance measures and proposes performance objectives that are used in determining annual and long-term awards. The Compensation Committee reviews materials outlining the individual performance of each executive leadership team member, including the NEOs, with respect to their goals and objectives for the past year, measured against financial goals for FactSet’s performance as well as qualitative performance in the individual executive’s functional area.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.