Christopher McLoughlin
Executive Vice President, Chief Legal Officer and Corporate Secretary at FDS
Executive
About Christopher McLoughlin
Executive Vice President, Chief Legal Officer and Corporate Secretary of FactSet (FDS); appointed effective December 2, 2024 and based in London . He oversees global legal, compliance, risk, government and regulatory affairs, reporting to the CEO; prior roles include General Counsel of S&P Global Market Intelligence and Deputy General Counsel & Company Secretary at IHS Markit; education includes a Bachelor of Laws (University of Manchester) and Postgraduate Diploma in Legal Practice (Nottingham Law School) . FY2025 annual incentive metrics tied to corporate ASV growth and adjusted operating margin with a 103% payout for McLoughlin (80% corporate/20% individual) . Age not disclosed in proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&P Global Market Intelligence | General Counsel | Not disclosed | Led legal function for major data/analytics division, aligning legal support with commercial priorities |
| IHS Markit | Deputy General Counsel & Company Secretary | Not disclosed | Led global commercial and corporate legal advice; governance oversight |
| International law firms | Corporate transactional/advisory lawyer | Not disclosed | Executed corporate transactions and advisory mandates |
External Roles
No current external directorships or committee roles disclosed in the proxy .
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary Rate ($) | $472,622 | Paid in GBP and converted at 1 GBP = 1.350348 USD |
| Salary Actually Paid ($) | $354,466 | Prorated from Dec 2, 2024 start date |
| Target Annual Incentive (% of base) | 100% | New NEO with standard structure |
| Total Annual Incentive Opportunity ($) | $354,467 | Prorated for time in role |
| Annual Incentive Payout (% of target) | 103% | Reflects corporate and individual performance |
| Annual Incentive Paid ($) | $366,034 | Converted from GBP as disclosed |
| Sign-on Cash Bonus ($) | $350,000 | Make-whole for forfeited comp |
| All Other Compensation ($) | $14,000 | Company contributions to U.K. defined contribution plan |
Performance Compensation
Annual Incentive Plan (AIP) — FY2025 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| ASV Growth | 66.7% of corporate | $131.2M | $130.6M | Company performance factor; McLoughlin corporate factor table shows 150% on ASV (Committee scoring) |
| Adjusted Operating Margin | 33.3% of corporate | 36.1% | 36.3% | Company performance factor; McLoughlin corporate factor shows 100% on margin |
| Individual Key Goals | 20% | Target rating | Committee-evaluated | McLoughlin total AIP % awarded 103% |
AIP goals were revised to reflect acquisitions (Irwin in Nov 2024; LiquidityBook in Feb 2025), maintaining underlying expectations excluding acquisition impacts .
Long-Term Incentive Awards (granted Dec 2, 2024 unless noted)
| Award Type | Grant Date | Quantity | Grant-Date Value ($) | Key Terms |
|---|---|---|---|---|
| Stock Options | 12/2/2024 | 2,421 | $343,782 | Exercise price $489.47; vest 20% on first anniversary, then 20% each Nov 1 for four years; expire 12/2/2034 |
| Performance Share Units (FY2025 cycle) | 12/2/2024 | Target 723; Max 1,446 | $343,974 | 3-year performance period (9/1/2024–8/31/2027); 50% adjusted cumulative operating earnings, 50% adjusted cumulative revenues; earned PSUs vest 11/1/2027 |
| Restricted Stock Units (Sign-on) | 12/2/2024 | 3,108 | $1,500,294 | Vest 50% on each of first two anniversaries |
| FY23 PSU (context) | — | McLoughlin: none for FY23 cycle; 2023–2025 PSU payout certified at 50.8% for other NEOs | — | FY23 PSU metrics: 50% adjusted cumulative revenues, 50% adjusted cumulative operating earnings |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Oct 1, 2025) | 338 shares; less than 1% of class |
| Options (exercisable/unexercisable at FY-end) | 0 / 2,421; exercise price $489.47; expires 12/2/2034 |
| RSUs (unvested) | 3,108; market value $1,160,279 at 8/31/2025 using $373.32 share price |
| PSUs (unearned) | 1,446 at maximum-level shown for disclosure; subject to FY2025–FY2027 performance |
| Hedging/Pledging | Prohibited for directors and executive officers; no margin accounts or pledging; derivatives/short sales prohibited |
| Ownership Guidelines | Other CEO direct reports must hold 2x annual base pay; NEOs in compliance or on pace as of Feb 1, 2025; 50% post-tax retention if below target at review date |
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Health Benefits | Outplacement |
|---|---|---|---|---|
| Termination with Cause | $0 | $0 | — | $0 |
| Termination without Cause (no CIC) | $1,417,865 | Next tranche vest for options/RSUs granted ≥1 year; PSUs vest pro rata based on service and actual performance; awards <1 year forfeited | Not applicable for U.K. employees | $25,000 |
| Termination after Change of Control (double trigger) | $1,890,487 (1.5x salary+target bonus; plus pro rata target bonus) | Options and RSUs vest in full; PSUs vest greater of pro rata at target or actual performance to CIC; disclosure shows $476,730 equity value for McLoughlin | Not applicable for U.K. employees | $25,000 |
| Retirement, Death or Disability | No specific amounts disclosed for McLoughlin; retirement treatment defined generally (options continue to vest; RSUs next tranche; PSUs based on performance) |
Clawbacks: Incentive Compensation Recoupment Policy applies to Section 16 officers; recoupment required for restatements; may seek recovery of incentive and time-based equity upon misconduct causing material harm; awards under the 2025 Plan subject to clawback policies .
Performance & Track Record
- FY2025 AIP payout at 103% for McLoughlin reflects above-target performance against revised corporate goals and individual priorities (streamlining contracts, M&A partnering, GenAI risk governance) .
- Company corporate metrics used for NEOs: actual ASV growth $130.6M vs target $131.2M; adjusted operating margin 36.3% .
Compensation Peer Group & Say-on-Pay
- FY2025 compensation peer group includes Gartner, Equifax, TransUnion, Verisk, MSCI, CoStar, Morningstar, Tradeweb, FICO, Guidewire, MarketAxess, Donnelley Financial; reference peer group includes Broadridge, FIS, ICE, Moody’s, Nasdaq, S&P Global, Thomson Reuters .
- Say-on-Pay approval at the 2024 Annual Meeting was 94.6%; strong historical support (>94% since 2014) .
- Governance features: double-trigger CIC vesting; no option repricing; no tax gross-ups; anti-hedging and pledging; stock ownership requirements; clawback policy .
Risk Indicators & Red Flags
- Pledging/Hedging: prohibited—reduces alignment risk .
- Make-whole sign-on awards: $350,000 cash and 3,108 RSUs may create near-term vest-driven selling around Dec 2, 2025 and Dec 2, 2026; vesting is time-based .
- No employment agreement; covered by Executive Severance Plan—standardized terms reduce negotiation risk; U.K. employee health continuation not applicable .
Performance Compensation — Detailed Mechanics
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP Corporate | ASV Growth | 66.7% | $131.2M | $130.6M | Committee scoring contributes to 103% total | Paid as cash FY2025 |
| AIP Corporate | Adjusted Operating Margin | 33.3% | 36.1% | 36.3% | Committee scoring contributes to 103% total | Paid as cash FY2025 |
| AIP Individual | Key goals | 20% | Target | Committee assessed | Included in 103% total | Paid as cash FY2025 |
| PSUs (FY2025 cycle) | Adj. cumulative operating earnings | 50% | Pre-set FY2025–FY2027 | Pending | Earned % TBD | Vests 11/1/2027 |
| PSUs (FY2025 cycle) | Adj. cumulative revenues | 50% | Pre-set FY2025–FY2027 | Pending | Earned % TBD | Vests 11/1/2027 |
| Options | Stock price appreciation | — | Exercise $489.47 | Market dependent | — | 20% at 12/2/2025, then 20% each 11/1 for 4 years; expires 12/2/2034 |
Investment Implications
- Alignment: LTI mix is 50% PSUs tied to multi-year operating earnings and revenue and 50% stock options—high leverage to multi-year performance and share price; AIP driven 80% by corporate metrics with modest discretion on 20% individual goals .
- Vesting calendar and selling pressure: Time-based RSU tranches at 50% on 12/2/2025 and 12/2/2026, plus option tranche on 12/2/2025, create identifiable liquidity windows that may coincide with scheduled trading plans, but hedging/pledging prohibitions and blackout windows constrain activity .
- Retention/CIC economics: Double-trigger CIC provides 1.5x salary+target bonus and full vest for options/RSUs; PSUs at greater of pro rata target or actual—sufficient protection without gross-ups; non-CIC severance at 1x salary+target bonus with limited accelerated vesting reduces turnover risk while curbing windfalls .
- Ownership build: Beneficial ownership is low due to short tenure (338 shares), but guidelines require 2x base pay over five years and enforce 50% post-tax retention until met, supporting longer-term alignment .
Overall: Compensation structure is performance-weighted with clear vesting schedules and robust governance (anti-hedging/pledging, clawbacks, double-trigger CIC). Near-term RSU and first option vest date (Dec 2, 2025) are key watchpoints for potential Form 4 activity; corporate performance metrics and PSU design tie a meaningful portion of pay to execution of multi-year growth and margin objectives .