Sanoke Viswanathan
FACTSET RESEARCH SYSTEMSAbout Sanoke Viswanathan
Sanoke Viswanathan is Chief Executive Officer and a director of FactSet, appointed effective September 8, 2025; age 50; education includes a post‑graduate diploma in management from IIM Ahmedabad and a bachelor’s in Mechanical Engineering from IIT Chennai . He is a 15‑year veteran of JPMorgan, most recently CEO of International Consumer & Wealth and member of JPMorgan’s Operating Committee; prior roles included Chief Strategy & Growth Officer and Chief Administrative Officer of the Corporate & Investment Bank, and Partner/Co‑Head of Global Corporate & Investment Banking at McKinsey . Company performance context: FY2025 GAAP revenue rose 5.4% to $2.32B, GAAP operating margin 32.2%, GAAP diluted EPS $15.55; adjusted diluted EPS $16.98; organic ASV +5.7% YoY .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | CEO, International Consumer & Wealth; Operating Committee member | 2024–2025 | Launched international consumer business; led strategic acquisitions/alliances in wealth and digital banking . |
| JPMorgan Chase & Co. | Chief Strategy & Growth Officer | 2022–2024 | Enterprise growth strategy leadership . |
| JPMorgan Chase & Co. | Chief Administrative Officer, Corporate & Investment Bank | Prior to 2022 | CIB operations and governance leadership . |
| JPMorgan Chase & Co. | Managing Director & Head of Corporate Strategy | 2010–(subsequent leadership) | Corporate strategy development across JPM . |
| McKinsey & Company | Partner; Co‑Head, Global Corporate & Investment Banking Practice | Pre‑2010 | Led global advisory to buy‑side/sell‑side institutions; transformation execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FactSet Research Systems Inc. | Director | 2025–present | Management director; not independent; no committee memberships . |
Fixed Compensation
| Element | Terms | Notes |
|---|---|---|
| Base Salary | $1,000,000 annually | Set in Employment Agreement dated May 28, 2025 . |
| Target Annual Bonus | 200% of base salary | Eligible beginning FY2026; determined by Board under company plan . |
| Director Compensation | None for management directors | FactSet does not pay management directors for Board service . |
Performance Compensation
| Incentive Type | Metric(s) | Target/Structure | Payout/Status | Vesting |
|---|---|---|---|---|
| Performance‑vesting Stock Options (FY26–FY27 award) | Stock price VWAP | $22,000,000 grant (9/22/2025) vests if 30‑day trailing VWAP ≥150% of grant‑date 30‑day trailing VWAP within 5‑year performance period; not exercisable before 3rd anniversary . | New hire award; performance‑contingent; unexercisable until year 3 . | Earn‑if condition met by 5th anniversary; exercise blocked until 3 years post‑grant . |
| Annual Equity from FY28 | Board‑determined | Target grant date value $11,000,000 per year starting FY28 . | N/A | Standard annual cycle post make‑whole. |
| Make‑whole RSUs | Time‑based | $26,000,000 RSUs; vest 25% per year over 4 years . | Retention‑focused; time‑based vesting . | 25% annually over 4 years . |
| Make‑whole PSUs | Performance‑based | $10,000,000 PSUs; earned over 3‑year performance period (metrics not specified in 8‑K) . | Performance‑contingent; vests per plan; if CoC within two years and Qualifying Termination, vests at target . | 3‑year performance period . |
| Company NEO PSU Program (context) | Adjusted cumulative operating earnings (50%); adjusted cumulative revenues (50%) | FY2025 PSU schedule: 50%/100%/150%/200% vesting levels with maximum requiring revenues >106% of target and operating earnings at goal . | FY23 PSU payout certified at 50.8% of target aggregate (non‑CEO context) . | FY2025 grants vest on 11/1/2027 . |
| Annual Cash Incentive (program design) | Company: ASV Growth (2/3) and Adjusted Operating Margin (1/3); Individual goals (20%) | Financial component capped; margin capped unless ASV meets target . | Applies to NEOs generally; CEO new hire bonus eligibility per agreement . | Annual . |
| Clawback | Restatements; misconduct (incl. non‑compete/non‑solicit violations) | Recoupment covers incentive and time‑based equity; restatement recovery mandatory; misconduct recovery discretionary . | Active policy . | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 1, 2025) | 0 shares; percentage of class: <1% . |
| Ownership Guidelines | CEO required minimum: 6x annual base pay (i.e., $6,000,000 of stock value); five years to reach target; post‑target retention of 50% of net shares until compliant . |
| Hedging/Pledging | Prohibited: short sales, hedging derivatives, margin accounts, pledging; blackout trading windows enforced for directors/officers . |
| Vested vs Unvested | New hire awards largely unvested; performance options unexercisable until year 3; RSUs vest 25% annually over 4 years; PSUs earned over 3 years . |
| Potential Selling Pressure | Time‑based RSU tranches vest annually (25%), which can create episodic liquidity events; policy restrictions and ownership guidelines mitigate short‑term selling . |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA/Benefits | Equity Treatment | Notes |
|---|---|---|---|---|---|
| Termination without Cause (outside CoC window) | 1.5x base+target bonus for CEO; installments . | Pro‑rata actual annual bonus; individual goals deemed ≥target . | COBRA reimbursement: 18 months for CEO; outplacement up to $25,000 . | Options/RSUs ≥1 year old: next tranche vests; PSUs ≥1 year old: pro‑rata based on service and full‑period actual performance; awards <1 year forfeited . | Subject to release; compliance with non‑compete/non‑solicit/confidentiality . |
| Termination without Cause or for Good Reason within 2 years after CoC | 2.0x base+target bonus for CEO; lump sum; plus pro‑rata target bonus for year of termination . | Pro‑rata target . | COBRA reimbursement: 24 months for CEO; outplacement up to $25,000 . | Options/RSUs: full vest; PSUs: greater of pro‑rata target or actual performance through CoC . | Double‑trigger vesting; Board discretion under 2025 Omnibus Plan for treatment of awards . |
| Death/Disability/Qualifying Termination (re: FY26 Option Award) | N/A | N/A | N/A | Performance option remains outstanding and eligible to vest for 3 months; if vested, exercisable for 1 year . | Specific to FY26 performance options . |
| Clawback | Recovery of incentive and time‑based equity for restatements or misconduct | — | — | — | Applies to CEO and covered officers . |
| Tax Gross‑Ups | None for CoC excise taxes under 2025 Plan and company policy | — | — | — | No change‑in‑control gross‑ups; governance “what we don’t do” confirms no CoC gross‑ups . |
Board Governance
- Board role and independence: Viswanathan is CEO and a director; not independent; Board maintains an independent Chair (Malcolm Frank since Sept 17, 2025); committees are fully independent .
- Committee roles: Viswanathan serves on no Board committees .
- Board meetings and attendance: Board met six times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings .
- Lead Independent Director: Position historically filled; resignation effective Dec 1, 2025; no successor expected .
- Executive sessions: Regular executive sessions of independent directors .
- Director compensation: Non‑employee directors receive cash/equity retainers; management directors receive no additional Board compensation .
Director Compensation (context)
- 2025 non‑employee director program: Annual retainer $60,000 (cash or mix of options/RSUs); Chair/committee chair retainers; January 15 grants of 518 options and 278 RSUs; options 7‑year term; both vest after one year; exercise price $453.98 .
- Non‑employee director stock ownership guideline: $400,000 minimum .
Compensation Committee Analysis
- Committee composition: Independent directors; Chair Laurie Siegel; members Malcolm Frank, Barak Eilam .
- Independent consultant: Meridian Compensation Partners; engaged for design, peer review, CD&A drafting input; independence affirmed .
- Peer group: Includes Gartner, Equifax, TransUnion, Verisk, MSCI, CoStar, Tradeweb, Fair Isaac, Guidewire, MarketAxess, Donnelley Financial Solutions; reference peers include S&P Global, Moody’s, Nasdaq, ICE, etc. .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval: 94.6% “FOR” .
- Ongoing investor engagement by Board leadership on governance and compensation .
Expertise & Qualifications
- Technical/industry domains: Strategy, AI/data analytics, research and analytics; global financial services client knowledge .
- Education: IIM Ahmedabad (post‑graduate diploma), IIT Chennai (BEng Mechanical) .
Work History & Career Trajectory
- Banker → operating executive trajectory: Corporate strategy and growth roles at JPM, then P&L leadership in international consumer/wealth; prior advisory experience at McKinsey .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; quarterly blackout windows apply .
- Clawback covers incentive and time‑based equity; misconduct includes non‑compete/non‑solicit violations .
- No option repricing; no evergreen share increases; no CoC excise tax gross‑ups; minimum vesting ≥1 year under 2025 Plan .
- Legal proceedings: No required director disclosures under Item 401(f) over past ten years .
Performance Context: Revenues and EBITDA
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $2,085,508,000* | $2,203,056,000* | $2,321,748,000* |
| EBITDA ($USD) | $734,591,000* | $826,486,000* | $905,994,000* |
Values retrieved from S&P Global.*
Trading Signals & Vesting Schedules
- Large, front‑loaded make‑whole RSUs vesting 25% annually over four years may create predictable vesting dates; performance options unexercisable until year 3 and require 150% VWAP, reducing near‑term selling incentives .
- Blackout windows, anti‑hedging/pledging, and ownership guidelines temper discretionary sales around vesting .
Investment Implications
- Alignment: Strong pay‑for‑performance with rigorous five‑year performance options (150% VWAP hurdle) and three‑year PSUs; double‑trigger CoC vesting consistent with market best practices .
- Retention: Significant make‑whole awards ($26M RSUs, $10M PSUs) and $10M cash subject to repayment if departure before Sept 9, 2026 anchor retention through at least FY2026; option exercisability delay to year 3 further extends retention horizon .
- Governance: Independent Chair and fully independent committees mitigate dual‑role concerns; management director receives no Board pay; robust clawback and anti‑hedging/pledging policies reduce misalignment risk .
- Performance backdrop: FactSet’s FY2025 revenue/EBITDA growth and ASV momentum provide a supportive base for performance‑linked awards; watch PSU outcomes tied to adjusted cumulative revenues/operating earnings and delivery on AI monetization goals .