Helen Shan
Executive Vice President, Chief Financial Officer at FDS
Executive
About Helen Shan
Helen L. Shan, age 58, is Executive Vice President and Chief Financial Officer of FactSet, responsible for global finance including accounting, corporate development, FP&A, investor relations, real estate, tax, and treasury. She was CFO from 2018–2021, served as Chief Revenue Officer from 2021–2024, and returned to the CFO role effective July 23, 2024 . Education: dual bachelor’s degrees from the University of Pennsylvania’s Wharton School and School of Applied Science and Engineering, and an MBA from Cornell’s SC Johnson College of Business . FY2025 company performance: revenue rose 5.4% to $2.32B, GAAP operating margin increased to 32.2%, diluted EPS rose 11.8% to $15.55, and net cash from operations was $726.3M; retention >95% ASV and 91% by client count; $460.4M returned to shareholders; quarterly dividend increased to $1.10 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FactSet Research Systems Inc. | EVP, CFO (first tenure) | 2018–2021 | Led finance organization through growth, including integration of CGS acquisition; strengthened controls and finance processes . |
| FactSet Research Systems Inc. | EVP, Chief Revenue Officer | 2021–2024 | Drove global revenue strategy; managed sales, client solutions, marketing, media relations; focused on monetizing AI initiatives . |
| FactSet Research Systems Inc. | EVP, CFO (current) | Jul 23, 2024–present | Oversees enterprise finance, pricing strategy partnership, operational and financial process improvements, control environment maturation . |
| Marsh McLennan Companies | Corporate Treasurer; CFO of Mercer | Pre-2018 | Treasury leadership and business-unit CFO responsibilities in global asset management/consulting; enhanced finance discipline . |
| Pitney Bowes Inc. | Executive roles | Pre-2018 | Leadership in diversified industrial/technology; contributed to finance and operations initiatives . |
| J.P. Morgan | Executive roles | Pre-2018 | Senior finance/strategy positions within leading financial institution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPAM Systems, Inc. | Director; Audit Committee Chair; Compensation Committee member | 2018–present | Oversees audit quality and executive compensation at a global digital engineering firm . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary (earned) | $498,077 | $523,077 | $570,961 |
| Base Salary (set level) | — | — | $575,000 (CFO adjustment) |
| Target Annual Incentive (% of base) | 120% | 120% | 110% (CFO role change) |
| Non-Equity Annual Incentive Paid | $607,150 | $419,943 | $633,851 |
| All Other Compensation | $13,200 | $13,800 | $14,000 (401k match) |
Performance Compensation
FY2025 Annual Incentive Design and Outcomes
| Component | Weight | Target Structure | FY2025 Actuals | Notes |
|---|---|---|---|---|
| ASV Growth | 66.7% | Base $79M / Target $131.2M / Stretch $184M | $130.6M | Margin upside capped unless ASV hits target . |
| Adjusted Operating Margin | 33.3% | Base 34.1% / Target 36.1% / Stretch 38.1% | 36.3% | Company-wide measure . |
| Individual Goals (Management behaviors; GenAI monetization deliverable; GenAI ASV) | 20% | Rated base/target/stretch | Role-specific | CFO goals included pricing strategy, operational/financial process productivity, control environment rigor . |
| NEO | Total Annual Incentive Opportunity | FY2025 Payout % | FY2025 Paid |
|---|---|---|---|
| Helen L. Shan | $632,500 | 100% | $633,851 |
Long-Term Incentives (LTI)
| Element | FY2025 Target Value | Grant Details | Vesting | Performance / Exercise Terms |
|---|---|---|---|---|
| Stock Options | $900,022 | 6,762 options @ $458.80 exercise price (11/1/2024) | 20% per anniversary over 5 years | Options benefit only with share price appreciation; policy prohibits repricing . |
| PSUs (2024–2027) | $900,413 | Target 2,019 PSUs (threshold 1,010; max 4,038) (11/1/2024) | Cliff vest 11/1/2027 | 50% cumulative adjusted operating earnings / 50% cumulative adjusted revenues; linear interpolation; capped with max criteria . |
| Retention RSUs | $1,502,928 | 3,550 RSUs (5/1/2025) | 33% on 5/1/2026; 67% on 5/1/2027 | Granted for CFO transition/leadership continuity; forward comp increase for FY2026 LTI to $2.3M . |
Prior PSU Outcomes
| PSU Grant | Performance Period | Payout | Shares to Shan | Vest Date |
|---|---|---|---|---|
| FY22 PSUs | 2021–2024 | 127.5% of target | 2,256 | 11/1/2024 |
| FY23 PSUs | 2022–2025 | 50.8% of target | 1,009 | 11/1/2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 57,603 shares; <1% of common stock as of Oct 1, 2025 . |
| Outstanding FY2025 RSUs | 3,550 unvested; market value $1,325,286 at $373.32 . |
| Outstanding FY2024–2026 PSUs | 4,122 at max scenario; market value $1,538,825 at $373.32 . |
| Outstanding FY2025–2027 PSUs | 4,038 at max scenario; market value $1,507,466 at $373.32 . |
| Options (select grants) | 6,762 unexercisable (11/1/2024 grant) @ $458.80; additional legacy options across 2018–2023 grants . |
| Ownership Guidelines | CFO minimum 3x annual base pay; all NEOs in compliance or on pace as of Feb 1, 2025 . |
| Hedging/Pledging | Prohibited for executives; includes options, derivatives, margin pledging ban . |
| Clawback | Recoupment applies to incentive and time-based equity upon restatement or misconduct; updated Oct 2, 2023 . |
Upcoming potential selling pressure indicators:
- 11/1/2025: FY23 PSUs vest (1,009 shares) .
- 11/1 annually: 20% tranches of 6,762 options begin vesting starting 11/1/2025 .
- 5/1/2026 and 5/1/2027: Retention RSUs vest (33% then 67% of 3,550) .
Anti-hedging/pledging policy limits leveraged dispositions; blackout and grant timing policy reduces opportunistic trading risk .
Employment Terms
| Provision | Without Cause (non–CIC) | CIC Double-Trigger | Notes |
|---|---|---|---|
| Cash Severance (Salary + Target Bonus) | $1,840,000 | $2,443,750 | Plan multiples: 1x (non–CIC), 1.5x (CIC) for CFO . |
| Health Benefits Continuation | $11,325 value | $16,987 value | 12 months (non–CIC), 18 months (CIC) . |
| Outplacement | $25,000 | $25,000 | Standard across executives . |
| Equity Treatment | Next tranche vest for options/RSUs; pro-rata PSU based on actuals (non–CIC) | Full vest options/RSUs; PSUs greater of pro-rata target or actual through CIC | Awards <1 year old forfeited (non–CIC); double-trigger vest on CIC . |
| Restrictive Covenants | Non-compete, non-solicit, confidentiality tied to plan participation | Same | Enforced via severance plan and award agreements . |
| Tax Gross-ups | None (policy) | None (policy) | Shareholder-friendly governance . |
Investment Implications
- Pay-for-performance alignment: Annual incentive tied to ASV growth and adjusted margin; LTI split 50% options/50% PSUs, rewarding sustained revenue/earnings growth and stock appreciation. Governance features include robust clawback, anti-hedging/pledging, and option repricing prohibition, supporting shareholder alignment .
- Retention risk: A $1.5M retention RSU grant with 2026/2027 vesting and increased FY2026 LTI target to $2.3M indicate strong incentives to remain through CEO transition and execution of finance/transformation priorities .
- Trading signals: Near-term vesting of FY23 PSUs (Nov 2025) and rolling option vesting may create incremental supply; blackout policies and prohibition on hedging/pledging mitigate timing and leverage risks .
- Ownership and compliance: Beneficial ownership of 57,603 shares and CFO 3x salary ownership guideline (in compliance/on pace) point to meaningful “skin in the game,” while policy bans on pledging reduce alignment red flags .
- Execution track record: FY2025 operating metrics improved (revenue +5.4%, margin +40 bps, EPS +11.8%), with elevated client/user growth and capital returns; Shan’s CFO role includes pricing strategy and control environment maturation—critical levers for margin durability under the new CEO’s AI/product roadmap .
Say-on-pay support remains high (94.6% in 2024), lowering governance overhang and signaling investor acceptance of the compensation structure .