James McGonigle
Lead Independent Director at FDS
Board
About James J. McGonigle
Independent director of FactSet Research Systems Inc. (FDS) since 2002 and Lead Independent Director since 2005; age 62. Former Chairman and CEO of The Corporate Executive Board (CEB); early career at McKinsey; BA, Princeton (1985) and JD, Harvard Law (1990). He notified the Board of his resignation effective December 1, 2025 and is not standing for re‑election.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| The Corporate Executive Board (CEB) | Chairman | 2001–2007 | Led governance during growth as public company |
| The Corporate Executive Board (CEB) | CEO | Became CEO prior to March 1999 IPO; served as CEO for over seven years | Public company leadership; operational and management expertise |
| The Advisory Board Company | GM, Corporate Division | 1995–1997 | Spinoff foundation for CEB leadership |
| CEB (post‑spinoff) | GM | 1997–1998 | Transition leadership after spinoff |
| McKinsey & Co. | Consultant | Early career (not specified) | Strategy and operations advisory background |
| Georgetown Univ. (McDonough) / ESADE | Created and taught MBA course in management consulting | Not specified | Academic contributions in consulting |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Summit Partners | Entrepreneur Advisor | Current | Advises business services/software companies |
| Equality Asset Management | Entrepreneur Advisor | Current | Advises growth equity portfolio |
| Various small companies | Angel investor/advisor | Current | Business services and software |
| Public company boards | — | None disclosed in 2025 proxy (beyond FDS) | — |
Board Governance
- Independence: Determined independent under NYSE/NASDAQ on Oct 16, 2025 .
- Lead Independent Director: Served since 2005; responsibilities include advising the Chair on information flow, leading annual Board evaluation, coordinating executive sessions when needed, and other delegated duties . Company does not expect to appoint a new Lead Independent Director after his departure .
- Committees (as of Oct 27, 2025): Member, Nominating & Corporate Governance Committee (NCGC). Historically served as NCGC Chair since 2004 (current Chair listed as Abrams) .
- Meetings/Attendance: Board met 6 times in FY2025; no director attended fewer than 75% of Board and committee meetings in aggregate. NCGC met 5 times in FY2025. Independent directors meet in executive session at least four times annually .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 5 meetings |
Fixed Compensation (Director)
| Component | Structure (CY2025 unless noted) | McGonigle FY2025 Actual |
|---|---|---|
| Annual Cash Retainer | $60,000; may elect to take in equity (37.5% options/62.5% RSUs Jan–Aug 2025) | $70,000 cash fees (includes pro‑rata committee chair retainer for Jan–Aug 2025) |
| Committee Chair Fees | $25,000 (Audit), $25,000 (Comp & Talent), $15,000 (NCGC); may be in cash or equity | Included in cash fees (pro‑rata for chair service) |
| Meeting Fees | None disclosed (no per‑meeting fees) | — |
| Other | Access to FactSet products; expense reimbursement | Included per policy |
| Total FY2025 Director Compensation | Mix of cash and equity per program | $270,080 total ($70,000 cash; $125,022 RSUs; $75,058 options) |
Performance Compensation (Director Equity)
Directors receive time‑based equity; there are no performance conditions on director awards.
| Equity Element | 2025 Annual Grant Mechanics | Vesting/Terms | McGonigle Positioning |
|---|---|---|---|
| Stock Options | 518 options to each non‑employee director on Jan 15, 2025 (plus retainer equity election for certain directors; McGonigle not listed among those electing) | Vest 100% on first anniversary; 7‑year term; exercise price $453.98 (close on grant date); GDFV $144.90 | 2,354 options outstanding at 8/31/25 (some unvested); 1,836 options exercisable within 60 days of 10/1/25 |
| RSUs | 278 RSUs to each non‑employee director on Jan 15, 2025 (plus retainer equity election for some directors; McGonigle not among them) | Vest 100% on first anniversary; GDFV $449.72 | 278 RSUs outstanding (not fully vested) at 8/31/25 |
Context on alignment: As of 8/31/25, FDS closed at $373.32 while the Jan 15, 2025 director option strike was $453.98, suggesting those annual grant options were out‑of‑the‑money at fiscal year end (alignment with long‑term price appreciation).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in 2025 proxy (beyond FDS) |
| Prior public company boards | CEB board member (1998–2001); CEB Chairman (2001–2007) |
| Committee interlocks | None reported for Compensation & Talent Committee (no interlocks) |
Expertise & Qualifications
- Public company leadership and governance: Former CEO (pre‑IPO through public company phase) and Chairman of CEB; extensive board experience .
- Strategic and operational experience: Early career at McKinsey & Co.; GM roles at Advisory Board/CEB .
- Academic and advisory: Created/taught MBA course (Georgetown/ESADE); advisor to Summit Partners and Equality Asset Management; angel investor/advisor in software/business services .
- Education: BA, Princeton (1985); JD, Harvard Law (1990) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (Oct 1, 2025) | 6,133 shares; <1% of outstanding |
| Options exercisable within 60 days (Oct 1, 2025) | 1,836 options |
| Total outstanding options (Aug 31, 2025) | 2,354 options (some unvested) |
| Unvested RSUs (Aug 31, 2025) | 278 RSUs |
| Estimated market value of common shares | ≈$1.80 million (6,133 shares × $294.11 on Oct 21, 2025) |
| Ownership guidelines | Directors required to hold ≥$400,000 of FDS stock |
| Hedging/pledging | Prohibited for directors under company policy |
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16(a) filings | Company reports required filings for directors were timely in FY2025 (no delinquencies) |
| Form 4 transactions in FY2025 (proxy disclosure) | No specific McGonigle transactions disclosed in the proxy; beneficial holdings summarized above |
Related-Party Transactions and Conflicts
- The company reports no material related‑party transactions with directors or executives in FY2025. Audit Committee reviews any such transactions under a written policy.
Director Compensation Program – Key Terms (Context)
| Term | Detail |
|---|---|
| Cash retainer | $60,000 (choice of cash or equity for Jan–Aug 2025) |
| Committee chair retainers | Board Chair $50,000; Audit Chair $25,000; Comp & Talent Chair $25,000; NCGC Chair $15,000 (cash or equity) |
| Annual equity | 518 options and 278 RSUs per non‑employee director on Jan 15, 2025 |
| Vesting | Options and RSUs vest 100% at first anniversary; options have 7‑year term |
| Stock ownership | Directors must hold ≥$400,000 of FDS stock |
| Anti‑hedging/pledging | Prohibited for directors |
Governance Assessment
-
Strengths
- Long-standing independent leadership: McGonigle has been Lead Independent Director since 2005 with clear responsibilities for evaluation and executive sessions; independence affirmed in 2025. This has supported robust oversight.
- Engagement and attendance: No directors under 75% attendance in FY2025; Board and NCGC met regularly.
- Alignment features: Director equity vests after one year; options struck at fair market value and were out‑of‑the‑money at FY2025 year‑end, reinforcing alignment to long‑term appreciation.
- Clean governance record: No related‑party transactions; no Section 16(a) filing delinquencies.
-
Watch items / potential red flags
- Transition risk: McGonigle’s retirement effective Dec 1, 2025 removes a 20‑year+ source of independent leadership. The Board does not expect to appoint a new Lead Independent Director after his departure, increasing reliance on the Independent Board Chair for independent oversight. Investors may monitor how responsibilities formerly centralized under the LID are redistributed and sustained.
- Committee leadership changes: While historically chairing NCGC since 2004, current leadership has shifted; continuity of governance processes amid ongoing refreshment and CEO transition should be observed.
-
Broader governance context
- Governance enhancements: Board declassified in 2025; removal of supermajority provisions; ongoing shareholder engagement; strong historical say‑on‑pay support (94.6% in 2024). These factors generally support investor confidence.