Laurie Hylton
About Laurie G. Hylton
Independent director of FactSet Research Systems Inc. since 2024; age 59. Chair of the Audit Committee and designated “audit committee financial expert,” with more than 25 years as a senior finance executive in asset management, including CFO and Chief Accounting Officer of Eaton Vance, and prior audit experience at Deloitte; BA from Dartmouth and MBA from University of New Hampshire’s Peter T. Paul College . The Board determined she is independent under NYSE and NASDAQ standards; directors (other than the CEO) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Vance Corp. | Chief Financial Officer; Chief Accounting Officer | Not disclosed | Senior finance leadership in global asset management |
| Deloitte | Auditor | Not disclosed | Foundational audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sun Life Financial Inc. | Director | Not disclosed | International financial services oversight |
| Newbury Art Association | Director | Not disclosed | Community/non-profit governance |
| Theater in the Open | Director | Not disclosed | Community/non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair; designated financial expert; Audit Committee met seven times in FY2025 .
- Independence: Board reviewed on Oct 16, 2025; all directors except CEO deemed independent .
- Attendance: Board met six times in FY2025; “No director attended fewer than 75% of the Board and committee meetings in the aggregate” .
- Risk oversight: Audit Committee actively oversees financial reporting, compliance, cybersecurity, ERM; received numerous updates on remediation of a disclosed material weakness in IT general controls (FY2024) .
- Board structure: Independent Chair; declassification completed in 2025; removal of certain supermajority provisions—strengthening shareholder rights .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY2025) | $76,667 | Includes pro rata Audit Chair retainer in Jan 1–Aug 31, 2025 period |
| Annual director retainer (policy) | $60,000 (calendar-year basis); cash or equity election | Jan 1–Aug 31, 2025 program; Sep–Dec 2024 program used 50/50 options/RSUs structure |
| Committee chair retainer (policy) | $25,000 for Audit Chair; cash or equity election | Pro rata applied Jan 1–Aug 31, 2025 |
Performance Compensation
| Metric/Element | Grant Date | Quantity | Grant-Date Fair Value | Exercise Price | Vest/Term |
|---|---|---|---|---|---|
| Annual RSUs (standard) | Jan 15, 2025 | 278 RSUs | $125,000; $449.72 per RSU | N/A | 100% vest at 1-year |
| Annual Options (standard) | Jan 15, 2025 | 518 options | $75,000; $144.90 per option | $453.98 | 100% vest at 1-year; 7-year term |
| Pro rata RSUs (2024 service) | Jan 15, 2025 | 131 RSUs | $449.72 per RSU | N/A | 100% vest at 1-year |
| Pro rata Options (2024 service) | Jan 15, 2025 | 406 options | $144.90 per option | $453.98 | 100% vest at 1-year; 7-year term |
| FY2025 Stock Awards (reported) | FY2025 | — | $183,935 | — | — |
| FY2025 Option Awards (reported) | FY2025 | — | $133,888 | — | — |
Performance metric design for directors: none; director equity is time-based (RSUs/options) to align with shareholder interests and promote ownership; no meeting fees; equity grants vest after one year; options seven-year term .
Director compensation mix (FY2025 Hylton): approx. 19% cash ($76,667) vs. 81% equity ($317,823), total $394,490 .
Policy shift (signal): 2025 retainer equity mix moved from 50/50 options/RSUs to 37.5% options/62.5% RSUs—less risk, higher certainty vs. options; consistent with governance preference for alignment while moderating risk .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Exposure |
|---|---|---|
| Sun Life Financial Inc. | Insurance/financial services | FactSet serves financial institutions broadly; however, Company reported no related-person transactions in FY2025; Audit Committee policy governs any such reviews . |
Expertise & Qualifications
- Financial reporting and controls: CFO/CAO background; auditor pedigree; designated audit committee financial expert .
- Industry: Asset management and insurance domain knowledge; risk/compliance familiarity .
- Education: BA Dartmouth; MBA UNH Peter T. Paul College .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Oct 1, 2025) | “—”; less than 1% of outstanding shares |
| Outstanding RSUs (not fully vested as of Aug 31, 2025) | 409 RSUs |
| Outstanding options (some not fully vested) | 924 options |
| Director stock ownership guideline | $400,000 minimum holding; 5-year compliance window from coverage date |
| Hedging/pledging | Prohibited; blackout periods enforced; no margin or pledging allowed |
Notes: Beneficial ownership includes shares acquirable within 60 days; the table shows “—” for Hylton as of Oct 1, 2025, implying no shares/awards vesting/exercisable within 60 days at that date; percentage of class less than 1% . Directors are subject to a $400,000 stock ownership guideline and retain-post-vesting requirements if not yet at target .
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Hylton leads oversight of financial reporting, compliance, cybersecurity, and ERM. The Committee received multiple updates on remediation of an ITGC material weakness—active engagement on control environment, a positive governance signal when paired with remediation progress .
- Independence and time commitment: Confirmed independent; Audit Committee met seven times; Board met six times; all directors ≥75% aggregate attendance in FY2025—no attendance red flags .
- Alignment: Director pay skewed to equity with one-year vesting and seven-year option term; ownership guidelines of $400,000 promote skin-in-the-game; anti-hedging/pledging strengthens alignment .
- Conflicts/related parties: None reported for FY2025; formal policy requires Audit Committee review and approval of any related-person transactions; no director interlock conflicts disclosed tied to Hylton .
- Compensation structure: Move toward higher RSU share in retainer mix (62.5% vs prior 50%) reduces reliance on options; consistent with prevailing governance practices favoring more certain equity for directors .
- Shareholder rights context: Declassification and removal of supermajority provisions in recent years reinforce governance quality; independent Chair .
RED FLAGS: None disclosed specific to Hylton in FY2025 (no related-party transactions; anti-hedging/pledging in force; attendance threshold met) . Potential watchpoint: ensure continued progress on ITGC remediation and Board oversight remains robust (Audit Committee domain) .