Chapter 4

Ownership and Pay

FactSet is a widely-held blue chip, not the founder-run business a skin-in-the-game investor screens for. The two founders left the register long ago; every director and executive officer combined beneficially owns 1.2% of the stock, most of it unexercised options, and the incoming CEO started with none [1]. Alignment here is engineered through pay, not inherited through ownership — and through the drawdown the loudest vote of confidence came from an outside fund, not from insiders.

Insiders own almost none of it

Beneficial ownership rules flatter the picture. As of 1 October 2025, all 21 directors and executive officers as a group beneficially owned 439,643 shares, or 1.2% of the 37.5 million shares outstanding — but that figure includes 356,070 shares issuable on option exercise and 6,775 on unit vesting within 60 days [2]. Strip the options and units and the group holds roughly 76,800 shares outright — about 0.2% of the company.

Sources: 2025 Proxy Statement, Security Ownership tables [3][4]; "held outright" derived from the proxy's option/unit footnotes; Baron holding per its SEC Schedule 13G/A dated 6 March 2026.

The individual holdings tell the same story. F. Philip Snow, the outgoing CEO after 30 years at the firm, beneficially owned 180,703 shares — of which 160,951 were unexercised options and 3,058 unvested units, leaving under 17,000 shares held outright, roughly $4 million at the current quote [5]. New CEO Sanoke Viswanathan, who joined on 8 September 2025, owned zero shares at the record date [6]. Two directors held none, and the rest held four- and five-figure positions [7].

Source: 2025 Proxy Statement, Security Ownership — Directors and NEOs (as of 1 Oct 2025); figures include options/units vesting within 60 days [8].

The founders are gone entirely. Howard Wille and Charles Snyder, who started FactSet in 1978, no longer appear among either the company's 5% holders or its insiders — the register is now led by index and active institutions, not a founding family [9]. For an investor whose preference runs to owner-operators, FactSet does not clear that bar; the question this chapter works through is whether the pay design and the shareholder base compensate for it.

The tape: insiders sold, an outside fund bought

The clearest read on conviction is what people do with their own money in the open market. Through the roughly 47% drawdown, FactSet insiders did almost no buying. Since the start of 2023, directors and officers made just four open-market purchases totaling about 1,200 shares, against 47 open-market sales of roughly 82,900 shares for about $37 million in proceeds — a pattern of routine option-exercise-and-sell, not accumulation into weakness.

Source: SEC Form 4 filings, aggregated (transactions coded P and S), January 2023 – May 2026; as compiled from company filings.

The offsetting signal came from outside the building. BAMCO — the Baron Capital vehicle behind the Baron growth funds, a manager known for concentrated, long-horizon positions — accumulated aggressively as the stock fell. Its most recent Schedule 13G/A, dated 6 March 2026, reports a 9.35% stake, up from the 6.6% the proxy recorded from Baron's late-2024 filing [10]. Alongside the index-driven blocks held by Vanguard (12.2%) and BlackRock (9.3%), Baron is now the largest discretionary holder — the closest thing to an insider vote of confidence, cast by someone who is not an insider [11].

Sources: 2025 Proxy Statement, Beneficial Owners table (Vanguard, BlackRock, Morgan Stanley, State Street; Baron shown at proxy date 6.6%) [12]; Baron holding updated to 9.35% per its Schedule 13G/A dated 6 March 2026.

Pay: cash-modest, equity-heavy, and a 536:1 ratio

FactSet pays its senior team mostly in stock, which is where the alignment actually sits. Snow's fiscal-2025 total compensation was $9.46 million: a $775,000 salary, $3.75 million in stock awards, $3.75 million in options, and $1.17 million in cash incentive [13]. Equity was about 79% of the package — so while insiders own little outright, their year-to-year rewards move with the share price. The other named officers were paid $2.2 million to $4.5 million on the same structure [14].

Source: 2025 Proxy Statement, Summary Compensation Table (salary + non-equity incentive as cash; stock + option awards as equity) [15].

The optics carry one number worth flagging. FactSet discloses a CEO-to-median-employee pay ratio of 536 to 1, on a median employee total compensation of $17,636 [16]. That median is low because a large share of FactSet's headcount sits in content-operations and technology centers in lower-cost countries; it is a workforce-mix artifact more than an outlier in US executive pay, but it is a headline a governance-sensitive holder will meet.

The new CEO's package: large, front-loaded, partly at-risk

Hiring an outsider who owns nothing meant buying alignment up front. Viswanathan's employment agreement sets a $1.0 million base salary, a target cash bonus of 200% of base, and — beginning in FY2028 — an annual equity award targeted at $11 million [17]. On top of that came a one-time hiring bundle: $3 million in cash to replace forfeited 2025 incentive, a further $10 million in cash repayable if he leaves before 9 September 2026, $26 million in time-vesting restricted units over four years, and $10 million in three-year performance units [18].

Source: 2025 Proxy Statement, CEO New Hire Compensation Package [19][20].

The one-time bundle totals about $71 million in grant-date value, which reads as a lot for a company the market had just cut in half. The structure is more defensible than the headline. The single largest performance piece is a $22 million grant of stock options that vest only if FactSet's shares reach 150% of the grant-date price — roughly a 50% gain — measured on a trailing average, cannot be exercised before the third anniversary, and run over a five-year window [21]. That grant pays nothing unless the de-rating this report examines reverses substantially. The counterweight is the $26 million of make-whole restricted units, which vest on time served rather than performance — retention pay that arrives whether or not the stock recovers.

Alignment is also mandated going forward. FactSet's stock ownership guidelines require the CEO to hold shares worth six times base salary, the CFO three times, and other executives twice — with a five-year window to comply and a rule to retain half of all net after-tax shares from vesting until the target is met [22]. So the near-zero insider stake is partly a timing artifact of a fresh outside hire; the framework is designed to build a stake over the coming years, not to leave one absent.

Governance is clean, if unexciting

On the housekeeping that a burned investor checks, FactSet is orderly. Its guidelines require the Chair and CEO roles to be separate [23], and every director other than the CEO is independent, with fully independent audit, compensation, and nominating committees [24]. The company reports no material related-party transactions in fiscal 2025 [25], and the pay program has drawn consistent shareholder support — 94.6% approval on the most recent say-on-pay vote [26]. There is no controlling block, no dual-class structure, and no related-party leakage of the kind that turns a cheap stock into a value trap. What there also is not is an owner at the table whose net worth rides on the outcome.

A calibrated read

For a value investor who prizes founder ownership and skin in the game, FactSet reads as a near-miss on that specific taste and a pass on the governance-risk checklist. The founders are gone, insiders own about 1.2% and hold far less outright, the incoming CEO owned nothing at the record date, and through a halving of the share price not one insider stepped up with a meaningful open-market purchase. The offsets are real but indirect: pay is roughly 80% equity so incentives track the stock, ownership guidelines will force a stake to accumulate, the marquee CEO grant only pays on a 50%-plus recovery, and Baron — a discretionary manager with a long horizon — nearly doubled its position to 9.35% into the weakness.

The honest way to hold this is that alignment at FactSet is contractual and prospective, not proprietor-deep. What would move the read toward the reader's preference is concrete: sustained open-market buying by directors and the new CEO, or Viswanathan building a holding well beyond the mandated six-times-salary floor. What would move it the other way is the retention half of the package vesting on time alone while the performance options expire worthless — pay for staying, in a stock that never re-rated.