Malcolm Frank
Chair of the Board at FDS
Board
About Malcolm Frank
Malcolm Frank, age 59, has served on FactSet’s Board since 2016 and was appointed independent Board Chair effective September 17, 2025. He is currently CEO of TalentGenius; previously President of Cognizant Digital Business & Technology until September 2021, and earlier EVP/Chief Strategy & Marketing Officer at Cognizant. He co-founded and led CXO Systems prior to 2005 and holds a BA in Economics from Yale University. His board bio highlights expertise in marketing, strategy, technical professional services, and SaaS; he is also an author and frequent industry speaker.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TalentGenius | Chief Executive Officer | Current | Technology leadership and strategy; external CEO perspective to FDS Board |
| Cognizant Digital Business & Technology | President | Until Sep 2021 | Oversaw Digital Strategy, AI & Analytics, Interactive, Digital Engineering, IoT portfolios |
| Cognizant | EVP, Chief Strategy Officer & Chief Marketing Officer | Pre-2021 | Corporate strategy and marketing leadership in global tech services |
| CXO Systems | Co‑founder, President & CEO | Pre‑2005 | Enterprise software leadership; entrepreneurial background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fingerpaint Marketing | Director | Current | Private company; marketing; no FDS related‑party disclosures |
| phData | Director | Current | Data/analytics; private; no FDS related‑party disclosures |
| Caylent | Director | Current | Cloud services; private; no FDS related‑party disclosures |
Board Governance
- Independent Board Chair; responsibilities include calling/presiding over Board and executive sessions, setting agendas with CEO, ensuring information flow quality, serving as liaison to management and stockholders, and presiding at stockholder meetings. Appointment effective September 17, 2025.
- Committee memberships: Compensation & Talent Committee (member); Nominating & Corporate Governance Committee (member).
- Independence: The Board determined on October 16, 2025 that all directors other than the CEO are independent under NYSE and NASDAQ standards.
- Board/committee activity: Board met six times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings. Independent directors meet at least four times annually in executive session (after quarterly Board meetings).
- Committee cadence FY2025: Audit (7 meetings; Chair Hylton), Compensation & Talent (6 meetings; Chair Siegel), Nominating & Corporate Governance (5 meetings; Chair Abrams).
- Lead Independent Director: James J. McGonigle served as LID since 2005; resignation effective December 1, 2025; no successor expected.
Fixed Compensation
| Component | Structure | FY2025 Actual for Malcolm Frank |
|---|---|---|
| Annual Retainer (Non‑Employee Directors) | $60,000; choice of quarterly cash or equity election (37.5% NQ options, 62.5% RSUs) for Jan 1–Aug 31, 2025; 50/50 mix during Sep 1–Dec 31, 2024 | $20,000 cash fees (pro rata portion of 2024 retainer chosen in cash) |
| Chair Retainers | Board Chair $50,000; Audit Chair $25,000; Comp & Talent Chair $25,000; Nominating Chair $15,000; elect cash or equity | No FY2025 chair retainer disclosed for Frank (appointed Chair Sep 17, 2025; FY2025 chair retainers shown for Abrams, Hylton, Siegel, McGonigle) |
Performance Compensation
- Equity grants are time‑based for directors; no performance metrics tied to director compensation disclosed. RSUs vest fully on first anniversary; options vest fully on first anniversary and have a seven‑year term.
- 2025 annual equity grants (per director): 518 non‑qualified stock options (intended value $75,000) and 278 RSUs (intended value $125,000). Exercise price $453.98; grant‑date fair values $144.90 for options and $449.72 for RSUs.
- Retainer election (2025): Abrams, Frank, Shavel, Tejada opted to take the $60,000 retainer in equity, resulting in 155 options and 83 RSUs in addition to annual grants.
| Equity Award Detail (FY2025) | Grant Mechanics | Malcolm Frank |
|---|---|---|
| Annual Options | 518 options; $453.98 strike; $75,000 intended value; $144.90 grant‑date FV; vest at 1 year; 7‑year term | Received; included in option awards expense |
| Annual RSUs | 278 RSUs; $125,000 intended value; $449.72 grant‑date FV; vest at 1 year | Received; included in stock awards expense |
| Retainer Options (election) | 155 options; same strike/FV; vest at 1 year; 7‑year term | Received (opted for equity retainer) |
| Retainer RSUs (election) | 83 RSUs; same FV; vest at 1 year | Received (opted for equity retainer) |
Director Compensation (FY2025)
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Malcolm Frank | $20,000 | $162,799 | $97,518 | $280,316 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed beyond FactSet |
| Private/other boards | Fingerpaint Marketing; phData; Caylent (Director) |
| Interlocks/reciprocal comp committee service | None; disclosure affirms no such relationships requiring reporting under SEC rules |
Expertise & Qualifications
- Marketing and strategy expertise; extensive experience in technical professional services and SaaS.
- AI/data and digital business leadership from Cognizant portfolio oversight.
- Yale BA in Economics; recognized author and speaker; subject of HBS case study.
Equity Ownership
| Item | Amount/Policy | Notes |
|---|---|---|
| Beneficial ownership (10/1/2025) | 8,277 shares; <1% of class | Sole voting/investment power indicated for directors generally |
| Outstanding options (8/31/2025) | 8,433 options | Some not fully vested |
| Outstanding RSUs (8/31/2025) | 362 RSUs | Not fully vested |
| Director stock ownership guideline | $400,000 minimum value; 5‑year target; 50% post‑tax retention until met | Includes 75% of vested in‑the‑money options in calculation |
| Anti‑hedging/pledging | Directors and officers prohibited from hedging or pledging FactSet stock |
Governance Assessment
- Board effectiveness: Frank’s elevation to independent Board Chair formalizes separation of Chair/CEO, enhancing oversight, CEO accountability, and stakeholder engagement; independent directors hold regular executive sessions. This structure and cadence support investor confidence.
- Independence & attendance: Board determined independence (excluding CEO); FY2025 attendance thresholds met by all directors; Frank serves on two key committees (CTC and NCGC).
- Alignment & pay design: Director pay mix emphasizes equity with time‑based vesting, stock ownership requirements, and prohibitions on hedging/pledging, aligning directors with long‑term shareholder value.
- Conflicts/related party: No related‑party transactions in FY2025; Audit Committee oversees a formal related‑party transaction policy. Private board roles disclosed, but no FDS dealings noted.
- Compensation governance signals: Use of independent consultant (Meridian), annual compensation risk assessment, clawback for officers, and double‑trigger CoC vesting for executives indicate robust governance; while not directly applicable to director pay, they reflect overall governance quality.
RED FLAGS: None disclosed for FY2025 regarding related‑party transactions, hedging/pledging, or low attendance. Continued monitoring warranted for potential overlaps between Frank’s private board roles and FDS vendor/customer relationships, though none are disclosed.