FDS 8-K — Smart Summary
82% reductionFactSet Research Systems Inc. announced that CEO and Director F. Philip Snow is retiring upon the start date of his successor, Sanoke Viswanathan, who has been appointed as the new CEO and Board member effective September 1, 2025.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Appointments
- Chief Executive Officer Sanoke Viswanathan — appointed CEO effective September 1, 2025 or such other mutually agreed date; age 50; most recently served as CEO of International Consumer and Wealth at JPMorgan Chase & Co. since June 2024 and as a member of JPMorgan's Operating Committee since February 2021; previously Chief Strategy and Growth Officer and Chief Administrative Officer of JPMorgan's Corporate and Investment Bank; prior to JPMorgan, was a partner and co-head of Global Corporate and Investment Banking practice at McKinsey & Co.; holds a Post-Graduate Diploma in Management from IIM Ahmedabad and a Bachelor's in Mechanical Engineering from IIT Chennai; will report to the Board
Executive Compensation
- Sanoke Viswanathan — annual base salary of $1,000,000; annual target cash bonus of 200% of base salary ($2,000,000 target); for FY2026 and FY2027, a one-time performance-vesting stock option award with a grant date value of $22,000,000 (FY 2026 Option Award) to be granted in fall 2025, vesting if the Company's 30-day trailing VWAP reaches 150% of the 30-day trailing VWAP on grant date within five years of grant, not exercisable prior to the third anniversary of grant date, forfeits entirely upon termination except upon Qualifying Termination or death/disability (remains outstanding and eligible to vest for three months, exercisable for one year if vested); no additional equity award for FY2027; beginning FY2028, annual equity award with target grant date value of $11,000,000; make-whole cash payment of $13,000,000 ($10,000,000 subject to repayment if he resigns without good reason or is terminated for cause prior to one year anniversary of Start Date); make-whole RSUs of $26,000,000 vesting 25% per year over four years; make-whole PSUs of $10,000,000 subject to a three-year performance period; upon Qualifying Termination or death/disability, make-whole RSUs fully vest and make-whole PSUs remain subject to performance (or vest at target upon Qualifying Termination within two years of a change of control); severance protections equivalent to the Company's Executive Severance Plan and Form Equity Award, with vested stock options exercisable for one year; Employment Agreement dated May 28, 2025
- F. Philip Snow — will continue to receive his base salary and current employee benefits during the transition advisory period through November 15, 2025 or such later date as mutually agreed
Departures
- Chief Executive Officer & Director F. Philip Snow — retiring effective upon Sanoke Viswanathan's Start Date (on or about September 1, 2025); notified the Company on May 28, 2025; will remain as employee and special advisor to the Board and Mr. Viswanathan through November 15, 2025 or such later date as mutually agreed; departure is not due to any disagreement with the Company
Elections
- Director Sanoke Viswanathan — appointed to the Board effective upon his Start Date (September 1, 2025 or such other mutually agreed date); no committee assignments disclosed; simultaneously appointed as CEO
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