FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 16, 2026. Filed Oct 26, 2026.
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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 16, 2026 · Filed Oct 26, 2026
Contents
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.
2026 Proxy Statement 15
| 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 |
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 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. |
2026 Proxy Statement 16
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.
| 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 |
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.
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.
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.
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-
2026 Proxy Statement 17 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.
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