Fair Isaac Corp DEF 14A, filed Jan 27, 2025
Fair Isaac Corp (FICO)
About this DEF 14A
Fair Isaac Corp filed this DEF 14A on January 27, 2025.
Table of Contents
Table of Contents
Table of Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Please take notice that the 2025 Annual Meeting of the Stockholders of Fair Isaac Corporation (“Annual Meeting”) will be held at the time and place and for the purposes indicated below.
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Voting Matters and Board |
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| Recommendations | ||||||||||
| Page Number
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Board Recommendation
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| Proposal 1 |
10 |
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FOR | |||||||
| Election of Directors
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| Proposal 2 |
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| Advisory Vote to Approve Executive Compensation
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35 |
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FOR | |||||||
| Proposal 3 |
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| Ratification of Independent Registered Public Accounting Firm
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84 |
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FOR | |||||||
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At the Annual Meeting, we may also transact such other business as may properly come before the meeting or any adjournment thereof.
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Annual report
Our 2024 Annual Report accompanies the proxy statement.
Voting
Your vote is important. While stockholders are invited to attend the meeting in person, they should promptly submit their proxy by mail, internet, or phone to ensure their representation. Stockholders who attend the meeting can still vote in person, even if they previously submitted a proxy.
Admittance to meeting
The Annual Meeting will be limited to stockholders, and those without an admission ticket must present identification at the registration table. Stockholders holding shares by a bank, broker, or nominee must certify ownership at the registration table before being admitted.
Mark R. Scadina
Executive Vice President, General Counsel and Secretary
January 27, 2025
| When | ||
| Wednesday, March 5, 2025 | 9:30 A.M., local time | ||
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Where |
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| Fair Isaac Corporation 181 Metro Drive, San Jose, California 95110 | ||
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Who can vote |
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| If you were a stockholder as of January 6, 2025, you are eligible to vote. A list of stockholders entitled to vote will be available for inspection at our principal executive offices (5 West Mendenhall, Suite 105, Bozeman, Montana 59715) during business hours for at least ten days before the Annual Meeting. To view the list, please contact our Corporate Secretary to schedule an appointment. | ||
How to vote
By internet www.proxyvote.com
Use the internet to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.
By telephone 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.
By mail
Complete, sign, and date the proxy card, then return it in the prepaid envelope. If no voting preferences are marked, your proxy will be voted FOR all director nominees, FOR the advisory resolution on executive compensation, and FOR the ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2025.
In person at the Annual Meeting
All stockholders can vote in person at the Annual Meeting. Beneficial owners must obtain a legal proxy from their broker, bank, or nominee and present it with their ballot at the meeting.
Table of Contents
A LETTER FROM OUR CHAIRMAN AND OUR CEO
Dear Stockholders,
Fiscal 2024 was another exceptional year for FICO, as demonstrated by the achievement of significant financial and operational milestones across both our Software and Scores businesses. We achieved record annual revenues of $1.72 billion, up 13% versus the prior year, and record net income of $513 million, with $20.45 of diluted earnings per share, up 21% versus the prior year. In our Software segment, we saw the momentum of FICO® Platform continue to build. The Annual Recurring Revenue for the FICO® Platform exceeded 30% year-over-year growth in each quarter of fiscal 2024. In our Scores segment, the growth we experienced in fiscal 2024 reflected our leadership and the industry’s ongoing recognition of the FICO® Score as the standard measure of U.S. consumer credit risk.
These successes were reflected in our continued strong stock price performance, which reached an all-time high during 2024, and make us confident that we have the right strategies, solutions and teams in place to further build on our achievements in fiscal 2025. We would also like to acknowledge the entire FICO team for its extraordinary execution of our “act like an owner” mindset, including its relentless focus on customer success and innovation, which is the driving force behind the remarkable results we continue to achieve for our business and our stockholders. With our market-leading Software and Scores businesses and best-in-class team, we are exceptionally well-positioned to continue delivering profitable growth in fiscal 2025 while accelerating our competitive advantage.
Against this performance backdrop, it is our pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of Fair Isaac Corporation at our San Jose, CA office on Wednesday, March 5, 2025, at 9:30 a.m. Pacific Time. At this year’s meeting, we will vote on the election of directors and the ratification of the selection of Deloitte & Touche LLP as FICO’s independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of FICO’s named executive officers. Finally, stockholders will have an opportunity to ask questions.
Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote by proxy prior to the meeting over the internet, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you attend the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Thank you for your trust and ongoing support of FICO.
Braden R. Kelly, Chairman
William J. Lansing, CEO
Table of Contents
TABLE OF CONTENTS
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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PROXY SUMMARY
Proxy voting roadmap
| PROPOSAL |
BOARD RECOMMENDATION |
PAGE | ||||
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Election of Directors
· Proposal to elect eight directors to serve until the 2026 Annual Meeting of Stockholders and thereafter until their successors are elected and qualified
· The nominees represent a variety of experiences, qualifications, attributes and skills
· All nominees other than our CEO are independent |
For Each Nominee |
10 | |||
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Advisory Vote on Executive Officer Compensation
· Proposal to approve the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement
· NEO compensation aligns with stockholder interests, including performance-based incentives |
For |
35 | |||
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Ratification of Deloitte & Touche LLP as Independent Auditors for Fiscal 2025
· Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025
· While stockholder ratification of the appointment is not required, we are submitting the selection of Deloitte & Touche LLP for ratification so that our stockholders may participate in this important corporate decision |
For |
84 | |||
Fair Isaac Corporation l 2025 Proxy Statement 1
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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About FICO
Fair Isaac Corporation (NYSE:FICO) powers decisions that help people and businesses around the world prosper. Founded in 1956, the company is a pioneer in the use of predictive analytics and data science to improve operational decisions. Using FICO solutions, businesses in more than 80 countries do everything from protecting four billion payment cards from fraud, to improving financial inclusion, to increasing supply chain resiliency. The FICO® Score, used by 90% of top U.S. lenders, is the standard measure of consumer credit risk in the U.S. and has been made available in over 40 other countries, improving risk management, credit access and transparency.
Our business consists of two operating segments: Scores and Software.
Scores – Our Scores segment includes our business-to-business (“B2B”) scoring solutions and services which give our clients access to predictive credit and other scores that can be easily integrated into their transaction streams and decision-making processes. This segment also includes our business-to-consumer (“B2C”) scoring solutions, which includes Scores distributed directly by FICO through myFICO.com subscription offerings and indirectly through our licensed distribution partners, including Experian and certain lenders through the FICO® Score Open Access Program. For over three decades it has been the common framework for evaluating and communicating consumer credit risk across consumer credit markets, efficiently enabling billions of decisions across these markets every year in an objective and fair manner.
Software – Our software harnesses the power of analytics and digital decisioning technology to help businesses automate, improve, and connect decisions across their enterprise. Our solutions address customer engagement, acquisition, origination, onboarding, servicing and management, and fraud protection. We also help businesses improve non-customer facing decisions such as supply chain optimization, scheduling management and policy adherence. This segment also includes FICO® Platform, a modular software offering designed to support advanced analytic and decision use cases, as well as stand-alone analytic and decisioning software that can be configured by our customers to address a wide variety of business use cases. The FICO® Platform is the B2B decisioning platform of choice in the market, allowing businesses to optimize hyper-personalized interactions with end customers at scale. By employing hyper-personalization, businesses can deliver on this expectation and others—at scale—across their business, throughout the lifetime of the customer relationship. It can help dissolve data silos, bring innovation and efficiency together, and achieve and maintain trustworthy AI.
Software Business Highlights:
| · | We continue to see strong demand for FICO® Platform through our “land and expand” strategy. Approximately 140 tier one financial institutions in the world have adopted FICO® Platform, with approximately 50% leveraging FICO® Platform for more than one use case. From this FICO has exceeded 30% year over year Annual Recurring Revenue (“ARR”) in every quarter since FICO started measuring ARR. |
| · | In April we hosted our largest and most successful FICO World to date. The 4-day event included 1,200 attendees, representing more than 400 companies from 60 countries. Over 100 customers shared their success stories, providing compelling examples of how FICO® Platform broke down silos to give them more agility and allowed them to reuse artificial intelligence (“AI”) models and decision assets across the enterprise to drive better business outcomes. At FICO World, we announced several innovations. We responded to market demand with an open API framework, a FICO marketplace open ecosystem and business composability. Together, these innovations foster a more collaborative environment by reducing silos and creating transparency in future outcomes. |
| · | In July, Nikhil Behl was promoted to EVP for Software leading all technology and go-to-market functions. Nikhil has been instrumental in our market-leading business growth by strengthening FICO brand value reputation with customers and regulators, and by improving strategic competitive positioning for the FICO® Score and FICO® Platform. |
| · | Our intellectual property portfolio continues to grow. We hold over 200 patents for innovations that increase profitability, detect fraud and operationalize decisions for businesses. |
Fair Isaac Corporation l 2025 Proxy Statement 2
Table of Contents
| Proxy Summary
|
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| · | We have been operationalizing responsible AI and machine learning for more than 20 years and have patented new innovations for explainable AI, ethical AI, and model governance. |
| · | We continue to see positive industry recognition for our Software Business this year: |
| ○ | Named as a Leader for FICO® Platform innovation, in the 2024 IDC MarketScape for Worldwide Decision Intelligence Platforms |
| ○ | Included in the 2024 Gartner Market Guide for Decision Intelligence Platforms |
| ○ | Ranked again in the top 10 companies by Chartis Research in its RiskTech100 2025 |
| ○ | Won the Data Breakthrough Awards “Business Intelligence Platform of the Year” |
Scores Business Highlights:
| · | We continue to see the industry’s ongoing recognition of the FICO® Score as the standard measure of U.S. consumer credit risk. |
| · | We saw significant adoption of our latest score, FICO® Score 10 T, in non-government-sponsored enterprise mortgages. In fiscal 2024, we had clients with over $241 billion in annualized mortgage originations and approximately $1.33 trillion in eligible mortgage portfolio servicing that were signed up for FICO Score 10 T. |
| · | We continue to innovate in scores, having recently announced the launch of FICO® Score Mortgage Simulator. This new tool can allow mortgage professionals to run credit event scenarios by applying simulated changes to a current or prospective applicant’s credit report data to estimate the potential impact of scores based on those actions. This benefits both mortgage lenders and consumers by potentially enabling lenders to provide more loan options and more favorable interest rates. |
| · | FICO is committed to improving financial literacy. We do this in a variety of ways, including free access to FICO® Scores and credit education through our myFICO.com website and through our FICO® Score Open Access program with over 200 leading financial institutions. This year our efforts also included partnering again with the Chelsea Football Club on its American summer tour and teaming up with NASCAR driver Kyle Busch and professional tennis player Chris Eubanks to host financial education workshops through our Score A Better Future (SABF) seminars and our SABF Fundamentals curriculum for students at high schools and colleges in traditionally underserved communities. |
Fair Isaac Corporation l 2025 Proxy Statement 3
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Financial Highlights
(1) Adjusted EBITDA is a non-GAAP financial measure and is defined as GAAP net income, adjusted for: interest expense, net; provision for income taxes; other expense (income), net; amortization of intangible assets; depreciation; stock-based compensation expense; and gain on product line asset sale, as further adjusted for any impact on revenues related to acquisitions, divestitures or other events deemed by the Leadership Development and Compensation Committee to have been out of management’s control or that may not be indicative of recurring business results and occurring in the measurement year. See Appendix A to this proxy statement for a reconciliation of Adjusted EBITDA to GAAP net income, the most directly comparable GAAP financial measure.
(2) Free cash flow is a non-GAAP financial measure and is defined as GAAP net cash provided by operating activities, less capital expenditures. See Appendix A to this proxy statement for a reconciliation of free cash flow to GAAP net cash provided by operating activities, the most directly comparable GAAP financial measure.
(3) Based on 30-day Average Closing Price as of FICO’s September 30 fiscal year end.
Fair Isaac Corporation l 2025 Proxy Statement 4
Table of Contents
| Proxy Summary
|
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Corporate Governance Highlights
| Board and Committee Summary
|
||
| Number of Director Nominees |
8 | |
| Number of Independent Director Nominees |
7 | |
| Board Committees Consist Entirely of Independent Directors |
Yes | |
| All Directors Attended at least 75% of Meetings Held |
Yes | |
| Annual Election of All Directors |
Yes | |
| Majority Voting for Directors |
Yes | |
| Plurality Carveout for Contested Elections |
Yes | |
| Director Resignation Policy |
Yes | |
| Separate Chairman and CEO |
Yes | |
| Chairman is Independent Director |
Yes | |
| Independent Directors Meet Regularly in Executive Session |
Yes | |
| Annual Board and Committee Self-Evaluations |
Yes | |
| Risk Oversight by Full Board and Committees |
Yes | |
| Annual Advisory Vote on Executive Compensation |
Yes | |
| Prohibit Hedging and Short Sales of FICO Securities |
Yes | |
| Stock Ownership Requirements for Directors and Executive Officers |
Yes | |
| Executive Compensation Recovery Policy |
Yes | |
| Stockholder Rights Summary
|
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| Controlled Company |
No | |
| Classified Board |
No | |
| Vote Standard for Mergers/Acquisitions |
Majority | |
| Vote Standard for Charter or Bylaw Amendment |
66.67% | |
| Stockholder Ability to Call Special Meetings |
No | |
| Stockholder Ability to Act by Written Consent |
Yes | |
| Cumulative Voting |
No | |
| Board Ability to Issue Blank-Check Preferred Stock |
Yes | |
| Poison Pill |
No | |
Fair Isaac Corporation l 2025 Proxy Statement 5
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Compensation Snapshot
Our compensation strategy is based on a pay-for-performance philosophy, emphasizing variable pay and long-term incentives. This structure aligns the financial goals of our named executive officers with those of our stockholders. Please refer to the Executive Compensation section for further details.
Fair Isaac Corporation l 2025 Proxy Statement 6
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Compensation Highlights
As administered by our Leadership Development and Compensation Committee (the “LDCC”), our compensation program seeks to closely link the financial interests of our Company’s executives with those of our stockholders. In making compensation decisions at the outset of fiscal 2024 and throughout the year, the LDCC sought to reinforce strong linkage between Company performance and executive compensation. In keeping with this objective, the LDCC continued to focus on prominently featuring performance-based cash and equity-based incentives.
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WHAT WE DO | |||||
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Linking Pay to Performance
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Independent Compensation Consultant
| |||
| We closely link performance-based rewards with the achievement of performance goals.
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The LDCC retains an independent compensation consultant. | |||
| Capping Payouts to Discourage Risk |
Annual Compensation Review and Engagement | |||
| We cap payouts under our plans to discourage excessive or inappropriate risk taking by our executives.
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We hold an annual advisory vote on executive compensation and seek stockholder feedback through engagement. | |||
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Two-Thirds of Incentives Are Performance-Based |
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| Compensation Recovery Policies
We have compensation recovery, or “clawback,” policies pertaining to incentive-based compensation. | ||||
| Two-thirds of our annual long-term incentives are performance-based.
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Emphasize Long-Term Equity Compensation |
Minimum Vesting Period for Equity Awards
| |||
| We emphasize long-term incentives to align executives’ interests with those of our stockholders.
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We have a mandatory minimum vesting period of one year for equity awards.
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Reasonable Change-in-Control Arrangements
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Limits on Equity Award Value | |||
| We have double-trigger change in control provisions.
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We limit the aggregate fair value of equity awards granted in any calendar year. | |||
| Stock Ownership Requirements | ||||
| We have stock ownership guidelines that require non- employee directors and executive officers to own a specified amount of stock within five years of their initial election or appointment. |
Peer Group Comparisons
We have a peer group comprised of companies of similar size and from relevant industries. | |||
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WHAT WE DO NOT DO | |||||
| No Guaranteed Bonuses
Our compensation plans do not have minimum guaranteed payout levels.
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Limited Tax “Gross-Ups” or Payments
We do not provide tax gross-ups for our executives (other than with respect to relocation benefits and required spousal travel). | |||
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No Hedging or Short-Sales
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| We do not permit hedging or short sales of our stock.
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Limited Executive Perquisites
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Stockholder Approval for Option Repricing
We do not permit repricing of underwater stock options without stockholder approval. |
We do not provide material perquisites. | |||
Fair Isaac Corporation l 2025 Proxy Statement 7
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Director Nominees
| Committee Memberships
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| Name | Age | Years as Director |
Principal Occupation | Independent | AC1 | GNEC2 | LDCC3 | |||||||
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Braden R. Kelly |
54 |
12 |
Partner of Health Evolution Partners |
✓ |
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Fabiola R. Arredondo |
58 |
5 |
Managing Partner of Siempre Holdings LLC |
✓ |
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William J. Lansing |
66 |
19 |
Chief Executive Officer of Fair Isaac Corporation |
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Eva Manolis |
61 |
6 |
Former Vice President of Amazon.com, Inc. |
✓ |
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Marc F. McMorris |
56 |
9 |
Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC |
✓ |
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Joanna Rees |
63 |
10 |
Executive Chairman of West Global |
✓ |
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David A. Rey |
74 |
14 |
Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group |
✓ |
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H. Tayloe Stansbury |
63 |
1 |
Chief Executive Officer of Kaleidescape, Inc. |
✓ |
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| AC1 |
Audit Committee | Chair | ||||||
| GNEC2 |
Governance, Nominating and Executive Committee | Member | ||||||
| LDCC3 |
Leadership Development and Compensation Committee | Audit Committee Financial Expert | ||||||
Fair Isaac Corporation l 2025 Proxy Statement 8
Table of Contents
| Proxy Summary
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Composition of Director Nominees*
| CORE COMPETENCIES |
STRATEGIC ABILITIES | |||||||
| Skills for day-to-day operations and long-term business sustainability |
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These are specialized abilities that drive innovation, competitive advantage, and long-term growth | ||||||
| # Directors |
# Directors | |||||||
| 6 | Technology Leadership |
4 | Strategy Development | |||||
| 6 | Financial Expertise |
4 | Mergers & Acquisitions | |||||
| 5 | Investment Experience |
3 | International Business | |||||
| 4 | Executive Leadership |
3 | SaaS Experience | |||||
| 2 | Sales & Marketing Intelligence |
2 | Cybersecurity Oversight | |||||
| 1 | Risk Management |
2 | Cloud-based Software Experience | |||||
| 1 | Artificial Intelligence Experience | |||||||
* The information presented here reflects the board composition following the Annual Meeting, assuming the re-election of all director nominees.
Fair Isaac Corporation l 2025 Proxy Statement 9
Table of Contents
| Proxy Summary |
Board of Directors
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Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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PROPOSAL 1: Election of Directors |
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The Board recommends a vote FOR each nominee |
Annual Elections
Directors are elected each year at our annual meeting of stockholders to hold office until our next annual meeting and thereafter until their successors are elected and qualified.
Majority Voting Standard
To be elected, the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company requires that all nominees submit an irrevocable letter of resignation as a condition to being named as a nominee, which resignation will be effective if (i) the nominee fails to receive a sufficient number of votes to be elected and (ii) the Board of Directors (the “Board” or “Board of Directors”) accepts such resignation. Cumulative voting for the election of directors is not permitted.
Director Nominee Selection Process
|
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Assess the Board’s strategic requirements and target competencies
The Governance, Nominating and Executive Committee assesses the Board’s current makeup and considers the need to promote diversity and bring in expertise to align with company goals. As a result, the Board currently includes three female directors and two racially/ethnically diverse directors to further diverse perspectives in decision-making.
Source and Evaluate Potential Candidates
The Governance, Nominating and Executive Committee actively seeks candidates who possess recognized achievements and relevant skills that complement the Board’s strategic goals. They evaluate individuals not only for their experience but also for their ability to contribute diverse perspectives. This approach ensures alignment with FICO’s commitment to promoting leadership diversity, as outlined in the Corporate Governance Guidelines on our website at www.fico.com.
Recommend Nominees to the Committee
Present the shortlisted candidates to the Governance, Nominating and Executive Committee for review and recommendation.
Secure Full Board Approval
Obtain unanimous approval from the full Board on the proposed nominees.
Stockholder Election
Finalize the slate of approved nominees and present them for election or re-election at the Annual Meeting by stockholder vote. |
One of our current directors, James D. Kirsner, will be retiring from service on the Board effective at the Annual Meeting and, accordingly, has not been nominated to stand for re-election at the Annual Meeting. Based on the recommendation of the Governance, Nominating and Executive Committee, the Board has determined not to fill the resulting vacancy and has accordingly fixed the size of the board, effective at the Annual Meeting, and the number of directors to be elected at the Annual Meeting, at eight. Proxies cannot be voted for a greater number of persons than eight, which is the number of nominees named in this proxy statement.
Based on the recommendation of the Governance, Nominating and Executive Committee, the Board has nominated for election at the Annual Meeting the eight directors named below, each of whom currently serves on the Board. Each of the nominees has consented to being named in this proxy statement and to serve on the Board if elected.
Fair Isaac Corporation l 2025 Proxy Statement 10
Table of Contents
| Proxy Summary |
Board of Directors
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Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Director Nominee Skills and Experience Matrix
The director nominee skills and experience matrix below identifies some of the key skills and experiences the Board has identified as being important to its responsibilities and reflects how the director nominees, individually and in the aggregate, reflect these skills.
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Technology leadership
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Executive leadership
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Financial expertise
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Investment experience
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Strategy development
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International business
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Cybersecurity oversight
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Mergers and acquisitions
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Software as a service (“SaaS”) experience
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Cloud-based software experience
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Artificial intelligence experience
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Sales and marketing intelligence
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Risk management
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A mark indicates a specific area of focus or expertise that the director brings to our Board. The matrix above does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.
Fair Isaac Corporation l 2025 Proxy Statement 11
Table of Contents
| Proxy Summary |
Board of Directors
|
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Director Nominees
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Braden R. Kelly
Chairman of the Board (since 2016)
Director (since 2013)
Age 54
Independent
|
Committee Assignments
Chair Governance, Nominating and Executive Committee
Member Leadership Development and Compensation Committee
| |||||
|
Professional Experience
Health Evolution Partners
• Partner (2015 to Present)
• Investment Partner (2013 to 2014)
• Senior Advisor (2008 to 2013)
General Atlantic Partners LLC
• Employee u Partner and Managing Director (1995 to 2006)
Morgan Stanley & Co. (1993 to 1995)
• Member of mergers, acquisitions and restructuring department (Investment banking division) |
Education
|
|||||
| A Bachelor of Business Administration degree
| ||||||
| Other Public Company Boards (0) | ||||||
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Expertise, Strategic Capabilities, and Key Competencies | ||||||
| • Financial expertise |
• International business | |||||
| • Investment experience |
||||||
| • Technology leadership |
||||||
| • Strategy development |
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| • Mergers & Acquisitions |
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Fabiola R. Arredondo
Director (since 2020)
Age 58
Independent
|
Committee Assignments
Member Leadership Development and Compensation Committee
Education
| |||||
|
Professional Experience
Managing Partner at Siempre Holdings (since 2001)
Previously held senior operating roles at:
• Yahoo! Inc.
• British Broadcasting Corporation (BBC)
• Bertelsmann SE & Co. KGaA
Board of Governors of FINRA (since December 2022)
Served on the Board of Experian PLC (2007 to 2016) |
Bachelor’s degree in political science from Stanford University, and an M.B.A. from Harvard Business School
| |||||
| Other Public Company Boards (2) | ||||||
| • The Campbell’s Company (since 2017)
• Burberry PLC (since 2015) | ||||||
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Expertise, Strategic Capabilities, and Key Competencies | ||||||
| • Investment experience |
• International business | |||||
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• Mergers & Acquisitions |
• Sales and marketing intelligence | |||||
| • Strategy development | ||||||
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Fair Isaac Corporation l 2025 Proxy Statement 12
Table of Contents
| Proxy Summary |
Board of Directors
|
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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William J. Lansing
Director (since 2006)
Age 66
Non-Independent
|
Committee Assignments
None
Education
An undergraduate degree from Wesleyan | |||
|
Professional Experience
Chief Executive Officer
• Fair Isaac Corporation (since 2012)
• Infospace, Inc. (2009 to 2010)
• ValueVision Media, Inc. (2004 to 2007)
• NBC Internet, Inc. (2000 to 2001)
• Fingerhut Companies, Inc. (1998 to 2000)
General Partner at General Atlantic LLC
Vice President, Corporate Business Development at General Electric Company (1996 to 1998)
Chief Operating Officer/Executive Vice President at Prodigy, Inc. (in 1996)
Partner, McKinsey & Company (1987 to 1996)
Served on the Board of Shutterfly, Inc. |
University and a J.D. from Georgetown University
Other Public Company Boards (0)
Expertise, Strategic Capabilities, and Key Competencies
• Executive leadership
• Technology leadership
• Strategy development
• Risk management
• Financial expertise
• SaaS experience | |||
|
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Eva Manolis
Director (since 2018)
Age 61
Independent
|
Committee Assignments
Member Leadership Development and Compensation Committee
Education
| |||
|
Professional Experience
Amazon.com, Inc.
• Vice President (2010 to 2016)
• Various management positions (2005 to 2010)
Senior Vice President
• KeepMedia Inc. (2002 to 2005)
• Shutterfly, Inc. (1999 to 2002)
Served on the Board of Shutterfly, Inc. (2016 to 2019) |
Bachelor of Science and Master of Science
Other Public Company Boards (1)
iRobot Corporation (since 2019)
Expertise, Strategic Capabilities, and Key Competencies
• Executive leadership
• Technology leadership
• Cloud-based software experience | |||
Fair Isaac Corporation l 2025 Proxy Statement 13
Table of Contents
| Proxy Summary |
Board of Directors
|
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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|
Marc F. McMorris
Director (since 2015)
Age 56
Independent
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Committee Assignments
Member Audit Committee
Education
| |||||
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Professional Experience
Carrick Capital Partners
• Co-Chief Executive Officer (since March 2021)
• Co-Founder and Managing Director (2012 to March 2021)
Managing Director at General Atlantic, LLC (2003 to 2011)
|
B.A. from the University of Pennsylvania and an
| |||||
| Other Public Company Boards (0) | ||||||
|
Expertise, Strategic Capabilities, and Key Competencies | ||||||
|
• Financial expertise |
• Mergers & Acquisitions | |||||
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• Technology leadership |
• Investment experience | |||||
|
• SaaS experience |
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Joanna Rees
Director (since 2015)
Age 63
Independent
|
Committee Assignments
Chair Leadership Development and Compensation Committee
Member | |||||
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Professional Experience
Executive Chairman of West Global
Managing Partner of West.Ventures
Managing Director of Soda Rock Partners
Founded VSP Capital (in 1996) and served as Managing Partner (1996 to 2011)
Various senior marketing management positions, including head of new product development at Groupe Danone (1984 to 1989)
Began her career at Benton & Bowles (now DMB&B), an advertising agency, working on multiple consumer brands |
Governance, Nominating and Executive Committee
Education
B.S. from Duke University and an M.B.A. from
| |||||
| Other Public Company Boards (0) | ||||||
|
Expertise, Strategic Capabilities, and Key Competencies | ||||||
|
• Investment experience |
• Financial expertise | |||||
|
• Executive leadership |
• Sales and marketing intelligence | |||||
|
• Technology leadership | ||||||
|
|
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Fair Isaac Corporation l 2025 Proxy Statement 14
Table of Contents
| Proxy Summary |
Board of Directors
|
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
|
David A. Rey
Director (since 2011)
Age 74
Independent
|
Committee Assignments
Chair Audit Committee
Member Governance, Nominating and Executive Committee | |||||
|
Professional Experience
UnitedHealth Group (2008 to 2011)
• Executive Vice President and Chief Client Relationship Officer
Accenture Ltd (1972 to 2008)
• Employee u Partner
|
Education
B.S. in Industrial Engineering and Operations Research
| |||||
| Other Public Company Boards (0) | ||||||
|
Expertise, Strategic Capabilities, and Key Competencies | ||||||
|
• Strategy development |
• Cybersecurity oversight | |||||
|
• Financial expertise |
• International business | |||||
|
H. Tayloe Stansbury
Director (since 2023)
Age 63
Independent
|
Committee Assignments
Member Audit Committee
Education
| |||||
|
Professional Experience
Chief Executive Officer of Kaleidescape (since November 2020)
Interim Chief Executive Officer of Watermark Insights, LLC (July 2020 to November 2020)
Various roles including Executive Vice President and Chief Technology Officer at Intuit Inc. (2009 to 2019)
Chief Information Officer of VMware Inc. (2007 to 2009)
Various roles including Executive Vice President of Products and Operations at Ariba, Inc. (2001 to 2007)
Served on the Board of Coupa Software Incorporated (2015 to February 2023)
Served on the Board of TCV Acquisition Corp (April 2021 to March 2023)
Served on the Board of Shutterfly, Inc. (2016 to 2019) |
A.B. in Applied Mathematics from Harvard University
Other Public Company Boards (0) | |||||
|
Expertise, Strategic Capabilities, and Key Competencies | ||||||
|
• Executive leadership |
• Financial expertise | |||||
|
• Cloud-based software experience
• Artificial intelligence experience
• Cybersecurity oversight
• Technology leadership |
• Investment experience
• Mergers and acquisitions
• SaaS experience | |||||
Fair Isaac Corporation l 2025 Proxy Statement 15
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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CORPORATE GOVERNANCE
Board Leadership Structure
The Board of Directors does not have a policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board of Directors believes that it is in the best interest of the Company for the Board of Directors to make a determination on this matter when it appoints a new Chief Executive Officer or Chairman. The Board of Directors has determined that, currently, the most effective leadership structure is to have a separate Chairman of the Board, a position held by Mr. Kelly since February 2016, and Chief Executive Officer, a position held by Mr. Lansing since January 2012, as it provides us the best access to the judgments and experience of both individuals while providing a mechanism for the Board’s independent oversight of management. As a result, the Chairman presides over the meetings of the Board of Directors and the stockholders, and the Chief Executive Officer is allowed more time to focus energies on the management of the Company’s business.
|
The roles and responsibilities of the Independent Chairman include:
|
| • Scheduling, in connection with management and chairs of the standing committees, regular and special meetings of the Board |
| • Presiding at all Board meetings, executive sessions and stockholder meetings |
| • Advising the CEO of decisions reached and suggestions made at the executive sessions of the independent directors |
| • Facilitating communication between the directors and management |
|
• Meeting directly with management and other employees of the Company, as needed
|
| • Being available for consultation and direct communication with stockholders |
Board Risk Oversight Role
Our management is responsible for identifying the various risks facing the Company, formulating risk management policies and procedures, and managing the Company’s risk exposures. Our Board of Directors’ responsibility is to monitor the Company’s risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. While the Board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the Board are assigned responsibility for risk management oversight of specific areas, as detailed in the chart below.
Fair Isaac Corporation l 2025 Proxy Statement 16
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Fair Isaac Corporation l 2025 Proxy Statement 17
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Executive Compensation Risk Oversight
We continually assess the structure of the Company’s compensation programs in the context of recognized best practices. Each year, management reviews our compensation programs to assess risks arising from our policies and practices and presents its findings to the LDCC. The most recent assessment found appropriate risk mitigation features in our compensation programs, including:
| • | total compensation consists of a mix of fixed and variable elements, and a significant portion of our executive officers’ target total direct compensation comes in the form of long-term equity incentive awards that are earned over several years; |
| • | the stock ownership guidelines in place for our executive officers work to align their long-term interests with those of our stockholders; |
| • | our short-term cash incentive plan applicable to executive officers and other employees is structured to reward achievement of diverse goals, some of which are tied to Company-wide performance and some of which are tied to business unit performance, but all of which are designed to benefit the Company and our stockholders on a long-term basis; |
| • | under the short-term cash incentive plan, award maximums, or “caps,” are in place to prevent windfalls; |
| • | the LDCC retains discretion to adjust awards under the short-term cash incentive plan if a payout determined under the formula is not appropriate in the circumstances; and |
| • | our system of internal controls places a strong focus on avoiding undue financial risk through rigorous review processes. |
In light of the risk-limiting features of our compensation policies and practices, the Company has concluded that any risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.
Attendance at Board Meetings
During fiscal 2024, the Board of Directors met four times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board on which such director served.
All Board members are expected to attend our annual meetings of stockholders. All directors then standing for election attended the 2024 annual meeting.
Our Corporate Governance Guidelines provide that independent directors will meet in executive session without the Chief Executive Officer or other management present at each regular Board meeting. Braden R. Kelly, the Chairman of the Board, is independent and presides at executive sessions held in accordance with our Corporate Governance Guidelines.
Board Self-Evaluation Process
The Board of Directors and committees conduct annual self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. On an annual basis, each director completes written individual director, Board and committee evaluation questionnaires. The questionnaire responses are then aggregated without individual attribution. Our Independent Chairman, on behalf of the Governance, Nominating and Executive Committee, references the response summaries and conducts a discussion with the Board regarding Board and committee effectiveness and engagement in independent executive sessions.
Fair Isaac Corporation l 2025 Proxy Statement 18
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Board Committees
Our Board has three standing committees: Audit; Leadership Development and Compensation; and Governance, Nominating and Executive. All of the members of the committees are independent directors under the applicable SEC rules and NYSE listing standards. Each committee’s charter expressly provides that the committee has the sole discretion to retain, compensate, and terminate its advisors. Current copies of the charters of the three committees are available on the “Investors” page of our website at www.fico.com.
| Audit Committee | ||||
| Committee Highlights
|
Primary Responsibilities
| |||||||||
|
8 Meetings Fiscal 2024 |
Members David A. Rey (Chair) Marc F. McMorris James D. Kirsner H. Tayloe Stansbury
|
|
● Assists the Board in overseeing the integrity of our financial statements
● Oversees the qualifications and independence of our independent auditor
● Oversees performance of our internal audit function and independent auditor
● Oversees our Company’s compliance program, including codes of conduct, as well as compliance with legal and regulatory requirements related to financial affairs and reporting
● Appoints, retains, compensates, and replaces the independent auditor
● Reviews the audited financial statements with management and the independent auditor, and on an annual basis provides an Audit Committee Report wherein it states that it recommends to the Board that the audited financial statements be included in our Annual Report on Form 10-K
● Oversees, reviews and discusses with management the Company’s risks from cybersecurity threats and management’s role in assessing and managing such risks
| |||||||
|
|
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|
Independence Each member of the Audit Committee is independent as defined in Rule 10A-3 adopted pursuant to the Sarbanes-Oxley Act of 2002 and in the NYSE listing rules.
The Board determined that all members of the Audit Committee are financially literate under NYSE listing rules, and that each of Messrs. Kirsner, McMorris, Rey and Stansbury is an “audit committee financial expert” under the SEC regulations.
|
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Fair Isaac Corporation l 2025 Proxy Statement 19
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| Leadership Development and Compensation Committee | ||||
| Committee Highlights
|
Primary Responsibilities
| |||||||||
|
6 Meetings Fiscal 2024 |
Members Joanna Rees (Chair) Fabiola R. Arredondo Braden R. Kelly Eva Manolis
|
|
● Overall oversight responsibility for the directors’ and executive officers’ compensation plans and the compensation policies and programs of the Company
● Reviews and approves the level and terms of the executive officers’ annual and long-term compensation
● Evaluates the performance of the CEO and other executive officers of the Company
● Administers the Company’s long-term incentive plans, as well as makes recommendations to the Board of Directors regarding the adoption of other incentive plans
● Makes recommendations to the Governance, Nominating and Executive Committee with respect to the form and amount of director compensation, and, jointly with the Governance, Nominating and Executive Committee, recommends changes in director compensation to the Board
● Monitors compliance by directors and officers with the Company’s stock ownership guidelines
● Solicits input from independent directors and periodically reviews and reports to the Board with respect to succession planning for the Chief Executive Officer and other senior management positions
● Regularly reviews and provides guidance to management with respect to the Company’s human capital management policies, programs and strategies, including but not limited to those regarding talent recruitment, development and retention, succession planning, health and safety organizational culture, employee engagement, workforce diversity, and compensation and benefits
● Oversees and administers the Company’s policies, plans and agreements concerning the recovery of incentive compensation
| |||||||
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Independence Each member of the Leadership Development and Compensation Committee is independent as required by the NYSE listing rules.
Interlocks and Insider Participation None of the members of the Leadership Development and Compensation Committee serves or has served as an officer or employee of FICO. None of our executive officers serves or has served on the board of directors or compensation committee of another entity that has an executive officer serving on the Board or the Leadership Development and Compensation Committee.
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Fair Isaac Corporation l 2025 Proxy Statement 20
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| Governance, Nominating and Executive Committee | ||||
| Committee Highlights
|
Primary Responsibilities
| |||||||||
|
4 Meetings Fiscal 2024 |
Members Braden R. Kelly (Chair) Joanna Rees David A. Rey
|
|
● Reviews annually with the Board the composition (e.g., skills, experience, diversity, age) of the Board, the requisite skills and characteristics of new Board members, and the performance and continued tenure of incumbent Board members
● Seeks individuals qualified to become Board members for recommendation to the Board
● Develops and recommends to the Board the criteria for identifying and evaluating director candidates, and recommends candidates for election or reelection to the Board
● Leads the Board in an annual evaluation of the Board’s performance, reports annually to the Board on the results of the evaluation, and oversees the annual evaluation of the Board’s committees, and the self-evaluation of individual directors
● Establishes the agenda for each Board meeting in cooperation with the CEO and appropriate senior management
● Recommends to the Board the membership of the standing committees of the Board
● Annually reviews and reassesses the adequacy of the Corporate Governance Guidelines and recommends any proposed changes to the Board for approval
● Has general oversight of the Company’s objectives, policies and efforts related to corporate responsibility matters, including sustainability, environmental, corporate citizenship, social responsibility, political and public policy matters
● Receives recommendations of the Leadership Development and Compensation Committee with respect to the form and amount of director compensation, and, jointly with the Leadership Development and Compensation Committee, recommends changes in director compensation to the Board
● Takes action in accordance with Board policy with respect to investment, budget and capital and exploratory expenditure matters arising in the normal course of the Company’s business as the same may from time to time be conducted, subject to such threshold limits as are set from time to time by the Board
● Takes action pertaining to selling, leasing, pledging, mortgaging or otherwise disposing of property or assets of the Company, subject to such threshold limits as are set forth from time to time by the Board
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Independence Each member of the Governance, Nominating and Executive Committee is independent as required by the NYSE listing rules.
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Fair Isaac Corporation l 2025 Proxy Statement 21
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Stockholder-Recommended Director Candidates
Our Governance, Nominating and Executive Committee considers director candidates recommended by stockholders who are entitled to vote for the election of directors at the Annual Meeting and comply with the notice procedures described below. A stockholder who wishes to nominate a candidate must send a written notice to the FICO Corporate Secretary, 5 West Mendenhall, Suite 105, Bozeman, Montana 59715. Each notice must include the following information about the nominee:
| • | Name, age, and business and residence addresses; |
| • | Principal occupation or employment; |
| • | Class, series and number of shares of FICO beneficially owned, and additional detailed “ownership information” regarding derivatives, voting arrangements, dividend interests, and related matters (as described in detail in our Bylaws); |
| • | A statement of the person’s citizenship; |
| • | Any other information that must be disclosed about nominees in proxy solicitations pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including the nominee’s written consent to be named as a nominee and to serve as a director if elected); and |
| • | A written statement from the nominee as to whether such nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon (i) his or her failure to receive the required vote for re-election at any meeting at which he or she would face re-election and (ii) acceptance of such resignation by the Board. |
Each notice must also include the following information about the nominating stockholder and any beneficial owner on whose behalf the nomination is made:
| • | The name and address, as they appear in our records; |
| • | The class, series and number of shares of FICO beneficially owned, and additional detailed “ownership information” regarding derivatives, voting arrangements, dividend interests, and related matters (as described in detail in our Bylaws); |
| • | A description of all agreements pursuant to which the nomination is being made, and any material interest of such stockholder or beneficial owner, or any affiliates or associates of such person, in such nomination; |
| • | A representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to nominate the persons named in its notice; |
| • | A representation whether the stockholder or the beneficial owner intends, or is part of a group that intends, to deliver a proxy statement or form of proxy to holders of at least the percentage of FICO’s outstanding shares required to elect the nominee or otherwise solicit proxies from stockholders in support of the nomination; and |
| • | Any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. |
We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of the proposed nominee to serve as a director.
Our Corporate Secretary must receive this information not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. In the case of an annual meeting which is held more than 25 days before or after such anniversary date, in order for notice by the stockholder to be considered timely, it must be received no later than the close of business on the 10th day following the date of the first public announcement of the date of the annual meeting.
Fair Isaac Corporation l 2025 Proxy Statement 22
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Environmental, Social and Governance (“ESG”) Matters
We recognize the importance of environmental, social, and governance issues. We have a long-standing commitment to the environment, the communities we call home, our employees, and other stakeholders, and we are proud of our strong governance practices. Our Board and certain of its committees oversee our progress on various ESG initiatives. Additional information regarding our commitment and approach to ESG matters appears on the Corporate Responsibility page of our website at www.fico.com/en/corporate-responsibility. The information on our website is not incorporated herein and is not a part of our proxy solicitation materials.
Fair Isaac Corporation l 2025 Proxy Statement 23
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Human Capital Resources
| Human Capital Resources Highlights | ||
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Board-level review and oversight of all people programs
| |
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Accountability for core values in annual performance assessment process
| |
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Structured and recurring talent management and succession planning
| |
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Quarterly workforce engagement surveys and action planning
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Quarterly town halls to foster transparency and dialogue
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Best practice policies governing behavioral expectations
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Learning management system to promote both technical and leadership skills
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Strong culture focus ensuring a strong and attractive employer brand
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Employee resource groups to promote mutual understanding and dialogue
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Selection processes supported by effective tools and education
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Formal intern programs in partnership with dozens of top schools
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Structured performance management system with behavioral rubrics
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Semi-annual, centralized promotion and reward cycles
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Employee Stock Purchase Plan
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Clear career paths for both technical and managerial roles
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Competitive health, welfare, and retirement benefit programs
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Formal wellness program including education and cash stipends
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Paid parental leave policies
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Family building and childcare reimbursement benefits
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Safe, healthy, and ergonomically-driven work environments
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Pre-employment background screening for employees and contingent workers
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Our People
|
As of September 30, 2024, we employed 3,586 persons across 27 countries. Of these, our largest representation included 1,309 (36%) based in the United States, 1,367 (38%) based in India and 264 (7%) based in the United Kingdom. Other than to the extent mandated by applicable law in certain foreign jurisdictions, none of our employees are covered by a collective bargaining agreement, and no work stoppages were experienced during fiscal 2024.
Our Board of Directors and executive leadership team believe that our people are vital to our success. The LDCC oversees all human capital management policies, programs, and strategies, including but not limited to those regarding talent recruitment, development, retention, succession, health and safety, organizational culture, employee engagement, diversity, and compensation and benefit programs. Our Chief Human Resources Officer reports to our Board periodically on people-focused programs.
Fair Isaac Corporation l 2025 Proxy Statement 24
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Three Core Values define our culture and serve to guide behavior and decision-making across our business: Act Like an Owner, Delight Our Customers and Earn the Respect of Others. Our selection process for new talent includes an evaluation against these values. Each new hire receives a personal welcome memo from the Chief Executive Officer reinforcing these values. In addition, we conduct recurring education sessions for both people managers and individual contributors targeting values-based behaviors. Finally, the performance of each employee is formally evaluated annually against values-based expectations captured in a behaviorally anchored “rubric.”
|
|
Employee Engagement
|
Unlocking the full potential of each individual by gaining their emotional commitment to help drive both personal and company success is an important priority. The resulting discretionary effort provides a powerful force for positive organizational change and ownership. We refer to this as “engagement” and, for the past decade, we have conducted quarterly workforce surveys to measure employee engagement and gain feedback and insights from our people about ways to improve the employee experience and the effectiveness of our business operations. Detailed findings from these surveys are promptly communicated to all employees, individual managers, the executive team, and our Board, and the findings are leveraged to drive positive organizational change. We involve designated human resources business partners and learning consultants who work with senior leaders to explore findings, identify high value actions, and amplify messaging to help our people understand how survey participation can connect to positive change.
Examples of organizational changes that have been driven by the insights from these surveys include investments in expanded workforce capacity, policies designed to ensure applicant pools are appropriately diverse prior to hiring decisions taking place, broadened and more frequent company-wide communications, increased employee stock ownership by significantly expanding the recipients of equity-based awards, expanded benefit programs including paid parental leave, well-being, family building, childcare reimbursement, and company-funded transportation programs, enhanced incentive plan funding, and expanded investments in professional development targeting leadership and technical skills, as well as culture-based initiatives to promote a culture where all employees feel welcome at work.
Because of this ongoing dialogue and related actions, our e-Sat score (“How happy are you working at FICO?”), and each of 22 engagement driver scores from our most recent surveys are at or above our external benchmark scores, with our Communication score (“I feel well-informed about what’s going on at FICO.”), our Action Taking score (“I believe meaningful action will be taken as a result of this survey.”), our Prospects scores (“I am excited about FICO’s future.”), and our Leadership score (“I have confidence in the leadership team.”) leading by the widest margins. One of our engagement drivers specifically addresses attrition risk: “I rarely think about looking for a job at a different company.” We closely monitor this “retention” driver to gain insights and take steps to help mitigate unplanned attrition risk.
As a result of this ongoing dialogue with our people and related action-taking by management, our engagement scores have steadily strengthened and we have enjoyed strong workforce retention over the past year.
|
|
Awards and Recognition
|
Engaging our people, acting on their insights, and investing in organizational culture remain ongoing priorities, and it is encouraging to receive external recognition for these efforts. During fiscal 2024, we received several accolades including: (1) being named by Forbes as one of America’s Best Midsize Employers (for a fourth consecutive year); (2) being named by Newsweek as one of America’s Best Workplaces for Diversity; and (3) achieving certification from the Great Place to Work Institute for our operations in Brazil for the sixth consecutive year.
|
|
Organizational Culture
|
FICO is committed to building and reinforcing a culture where individual differences and perspectives are valued. FICO believes in the business value of workforce diversity. Innovation is critical for any technology company – and we believe that it is fueled by the creative thinking that happens when people with different perspectives and backgrounds come together. We believe that diverse teams can better relate to and deliver against the many and varied needs of our clients. We also believe that promoting a culture where individual differences are both welcomed and valued allows us to attract the best talent while allowing people to reach their full potential.
Fair Isaac Corporation l 2025 Proxy Statement 25
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Foundationally, we have adopted a “Commitment to Inclusion and Belonging Policy” which provides that all employment-related decisions be made in compliance with established equal opportunity statutes. Accordingly, all decisions to employ, transfer, promote, train, compensate or otherwise provide access to benefit programs are to be made in accordance with these statutes. In addition, in the United States we have an established program and underlying plans for office locations with 50 or more employees to formally measure, report on and identify needed actions to close any gaps involving the utilization and advancement of women, minorities, disabled persons, and veterans.
Building on this foundation, we sponsor and provide dedicated funding to multiple employee resource groups (“ERGs”) that help support our goals of workforce engagement and a strong sense of inclusion and belonging. FICO ERGs focus on women, race/ethnicity, LGBTQ+, and community support groups. All FICO ERGs are open to everyone at FICO to join. Our FICO Cares ERG encourages our people to connect with and contribute to their community. We encourage employees to participate in volunteer activities by providing work schedule flexibility and paid Community Volunteer Leave. We also encourage and match employee cash donations to qualified charitable organizations through our Corporate Matching Gift Program.
Across our global workforce, as of September 30, 2024, the percentage of males and females was 67% and 33%, respectively. Looking at our U.S. workforce, as of September 30, 2024, 45% were racially/ethnically diverse employees who are members of a protected class.
As one strategy to accelerate progress in expanding workforce diversity while investing in the base of our talent pyramid, we engage in targeted campus recruiting efforts. In the United States, we maintain and continue to expand our partnership with the Management Leadership for Tomorrow (MLT.org) organization, which helps us connect with racially diverse college students for summer internships followed by offers of full-time employment upon graduation. Also in the U.S., our FICO Educational Analytics Challenge program involves close partnerships with Historically Black Colleges and Universities through which we sponsor data science-focused projects with these experiences helping to fuel diversity recruiting efforts. In addition, our campus recruiting program in India, which targets software engineering and data science graduates, has yielded a female hiring ratio averaging near 50% annually in each of the past several years, helping us increase the percentage of women in our organization.
To help ensure understanding of our Commitment to Inclusion and Belonging Policy, as well as our Policy Against Harassment and other foundational and compliance policies, all new hires are provided with a copy of these policies during their onboarding process. In addition, we reinforce the importance of these policies during annual policy reminder communications. To equip our people with appropriate knowledge and outline their responsibilities, all employees receive mandatory training and testing on foundational and compliance policies during the on-boarding process and every two years thereafter, with people managers receiving training regarding their unique leadership responsibilities. As examples, we have a mandatory training program to identify, prevent and combat prohibited harassment, as well as training and “dialogue sessions” designed to build understanding of unconscious biases and strategies to overcome them.
Additional information on our diversity programs and efforts are available on the Corporate Responsibility page of our website at www.fico.com/en/corporate-responsibility. Information contained on our website is not deemed part of or incorporated by reference into this proxy statement.
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Talent Recruitment
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We leverage organizational culture as a competitive advantage in our efforts to attract people from the broadest possible talent pool. This includes marketing our Core Values, opportunities for professional development, competitive compensation and benefit programs, and strong focus on work/life balance and flexible work locations including home-based work. In addition, our job descriptions and public job postings have been written to reflect inclusive language.
We deploy selection practices designed to ensure strong alignment between candidate qualifications and knowledge and skills needed for success in each role, while avoiding unconscious biases through hiring manager education and use of decision tools. We have adopted a policy that seeks a level of qualified applicant pool diversity to be achieved prior to offer extension as a strategy for building workforce diversity along with high quality hires. Further, in the U.S., we detail our targeted base pay ranges on all public job postings and prohibit our recruiters from inquiring about a candidate’s current level of compensation. Our focus on the professional development of our people drives the internal posting of virtually all job opportunities. And, consistent with our remarkably low undesired attrition rate, FICO has significantly strengthened its position as an employer of choice over the past year, resulting in very attractive external candidate pools.
Fair Isaac Corporation l 2025 Proxy Statement 26
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Professional Development
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To support professional development, we offer a structured onboarding program with training specific to a variety of identified career paths to help new employees become rapidly engaged and productive. We have invested in building the FICO Integrated Learning Organization (“ILO”), which is led by our Chief Learning Officer. The ILO develops customized learning content for colleagues, clients, and partners around the world. We deliver high quality, targeted new hire onboarding, technology and product skill training, compliance and management and leadership education through this “FICO Learning” platform. This allows our employees to obtain the knowledge and skills to effectively perform in their current roles, while also preparing them for new opportunities. We also offer financial support for degreed or certificated programs through a tuition reimbursement program.
We have defined specific career paths for all major functions in our organization so that our people understand how they can progress in their career by expanding their knowledge and skills. In doing so, our job titling system reflects both individual contributor (or technical) career tracks and people management career tracks to reinforce our philosophy that people can grow professionally in either track.
To further consistent administration, we conduct annual company-wide performance reviews supported by the use of performance rubrics for each major function. These rubrics set forth clear behavioral expectations for each function through a set of objective descriptors organized across our three levels of performance (Improvement Needed, Achieved Expectations, and Outstanding). In addition to rubrics, outcome-based goals are established for each individual based upon his/her specific role and priorities. Evaluation across both behavioral and outcome-based dimensions yields an overall performance assessment.
We define a “promotion” as an increase in pay band linked to the proven ability to be successful in the next level of responsibility. Our structured promotion process takes place twice annually with promotions to all job levels including senior job levels occurring with our year-end cycle (October/November) and promotions to lower and middle job levels taking place with our mid-year cycle (April/May). This process supports an integrated approach yielding improved consistency in promotion decisions, including that all groups are representatively recognized. Approximately 20% of our people are recognized via promotion each year.
Some of our employee development programs are mandatory. These include training targeting our Commitment to Inclusion and Belonging Policy, our Policy Against Harassment and other foundational compliance policies. Beyond these broad courses, a strength of our approach is that training can be highly customized by role and individual to target specific knowledge or skill priorities. On average, FICO employees engage in 20-40 hours of formal training per year inclusive of structured courses and self-paced exploratory learning. Management insights, coupled with quarterly employee engagement surveys and learning program feedback surveys, helps make the learning content delivered by our ILO remains highly relevant and effective.
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Compensation and Benefit Programs
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We regularly participate in market-based compensation surveys, seek the advice of outside experts, and leverage new hire, peer equity, and unplanned attrition trend data to ensure that our base pay and incentive structures are competitive. We create a strong sense of shared purpose by having our CEO and each member of our executive leadership team participate in the same annual cash incentive bonus design as all non-sales employees across our organization.
We conduct annual structured talent management and semi-annual rewards program reviews that are designed to closely link rewards to individual performance outcomes and for fairness in promotion and pay decisions. We have invested in building behaviorally anchored “performance rubrics” for all major role types across our organization to bring greater objectivity to the performance assessment process.
Beyond our structured promotion cycles, all compensation actions are determined in November following the conclusion of the year-end performance review process in October. This includes promotion and market-based base pay adjustments, annual bonus awards, and long-term incentive awards. This rewards-planning cycle ensures strong linkage between performance and rewards, and it allows for centralized review and refinement of reward recommendations leading to high quality and representative decisions.
Over the course of the past decade, we’ve steadily and significantly expanded participation in our annual performance-based equity program from 7% to just over 33% of our workforce. In addition, we offer an Employee Stock Purchase Plan for eligible employees, which is designed to promote even broader equity participation.
Fair Isaac Corporation l 2025 Proxy Statement 27
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Promoting a Healthy and Safe Work Environment |
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Other Matters |
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Succession Planning
Our Board spends considerable time each year reviewing CEO and key leadership succession and development plans. These discussions include an annual dedicated review of CEO succession, as well as discussions at multiple meetings, including in executive session as needed, regarding broader key leader succession, organizational health and scenario planning in the event of unexpected leadership changes. The Board also has regular and direct exposure to senior leadership and high potential officers through formal and informal avenues throughout the year. Beyond the C-suite, we actively assess talent across the organization to optimize deployment of resources, encourage professional development, drive accountability, and identify and take actions to mitigate undesired attrition risk. At the mid-point of each fiscal year, talent assessments are performed by people managers for each team member. These assessments include a mid-year performance rating and a leadership strength rating, the combination of which yields a talent management score ranging from one to nine with recommended follow-up actions associated with each score. In addition, managers identify any significant attrition risks and underlying drivers and develop related mitigation plans. This approach drives high quality, consistent decisions while ensuring our highest potential candidates are properly developed and ready when promoted.
CEO Succession Planning Includes evaluation of internal candidates under different strategic and operational scenarios across short, medium and long-term time periods. Key Leader Succession Planning Evaluation of senior leadership succession alternatives several layers down within the organization, including monitoring of multi-year plans that identify potential successor candidates and address performance strengths, development progress-to-date and continuing needs and attrition risk. Vice President "Session C" Process Employee 360 degree review that identifies key accomplishments, career growth aspirations and champions. Manager identification of key strengths, development progress, go-forward plans, attrition risks and succession plans. Scenario Planning Table top review and discussion of contingency plans in place in the event of unexpected succession issues. Thoughtful and Thorough Promotions Executive team considers all aspects of 360 degree performance evaluation - including self, manager, direct reports and other key stakeholder input. Potential candidates for vice-president level promotions are placed "on-deck" for one to three years for appropriate development and observations prior to promotion.
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Executive Compensation |
Audit Committee Matters |
Stock Ownership |
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Stockholder Engagement
We recognize the value of engaging in regular, constructive dialogue with our stockholders on matters that are significant to our business, including corporate governance, executive compensation and sustainability, and to share our perspectives with one another. Following our 2024 annual meeting, we conducted comprehensive outreach with stockholders that specifically focused on understanding their views with respect to our executive compensation practices to inform our understanding of the basis for the lower 2024 say-on-pay vote and our fiscal 2025 compensation decision-making.
2024 annual meeting Engaged in pre-meeting outreach to understand stockholder views on executive compensation and answer any questions Say-on-pay proposal received 58% support from stockholders Consider meeting results Discussed annual meeting results with the Board Planned stockholder outreach, specifically focused on understanding and responding to concerns underlying the say-on-pay vote Assess and respond to stockholder feedback Reviewed stockholder feedback with relevant committees of the Board Considered enhancements to our compensation practices and disclosures See the Compensation Discussion and Analysis for detail regarding actions in response to say-on-pay feedback Conduct stockholder outreach1 Outreach effort overseen by our Chairman of the Board and Chair of the LDCC Comprehensive outreach to 33 stockholders representing 63% of shares outstanding, with 28 stockholders responding 16 stockholders representing 30% of shares outstanding did not require meetings Meetings held with 12 stockholders representing 29% of shares outstanding, with at least one director participating in each investor meeting; other FICO team members participating included senior members of our legal, human resources and finance teams Outreach to Institutional Shareholder Services and Glass Lewis Discussions primarily focused on executive compensation matters, as well as other governance and sustainability matters of interest to stockholders
1 Percentages based on ownership at the time of outreach
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In response to these discussions and feedback, the LDCC learned that the one-time retention and leadership continuity award made to Mr. Lansing in fiscal 2023 was the single most-consistent issue raised across our stockholders who voted against our 2024 say-on-pay proposal. We appreciate that many of our stockholders disfavor one-time awards such as that granted to Mr. Lansing, and have accordingly committed that we will not make such awards to executive officers in the future, absent extraordinary circumstances. A detailed discussion of our engagement with stockholders regarding our executive compensation practices is included in the Compensation Discussion and Analysis.
Fair Isaac Corporation l 2025 Proxy Statement 31
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DIRECTOR COMPENSATION PROGRAMS
Non-Employee Director Compensation
The following compensation components are paid to our non-employee directors:
| • | Annual retainer fees; |
| • | An equity grant upon initial election to the Board; and |
| • | Annual equity grants. |
Our Compensation Program for Non-Employee Directors (the “Program”) for fiscal 2024 was as described below.
Under the Program, each non-employee director was entitled to receive annual retainer fees in the amounts set forth below and was paid in cash quarterly in arrears during their annual term commencing upon their election or re-election at each annual meeting of stockholders. Such amounts are pro-rated for appointments made to the Board of Directors, Chair of a standing Board committee or Chairman of the Board between annual meetings.
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Base annual retainer fee payable to all non-employee directors | $ 60,000 | ||||
| Additional annual retainer fee payable to Chairs of the Board’s Audit Committee, Leadership Development and Compensation Committee and Governance, Nominating and Executive Committee |
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$ 25,000 |
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Additional annual retainer fee payable to Independent Chairman of the Board | $ 100,000 | ||||
| Additional annual retainer fee payable to non-Chair members of the Audit Committee, Leadership Development and Compensation Committee and Governance, Nominating and Executive Committee |
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$ 15,000 |
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The stock price used for purposes of all calculations made under the Program equaled the average closing price of a share of the Company’s stock for the trading days within the 30-calendar-day period that ended on the eleventh calendar day before the date of grant.
Each non-employee director had the right, prior to the Annual Meeting, to elect to receive some or all of these annual retainer fees in the form of fully vested nonqualified stock options instead of cash. A director who elected to receive some or all of these annual retainer fees in the form of a stock option received an option to purchase a number of shares equal to the amount of the retainer or portion of the retainer being converted divided by the Black-Scholes value of an option.
Upon initial election to the Board, each non-employee director was entitled to receive a number of nonqualified stock options subject to three-year ratable vesting equal to $560,000 divided by the Black-Scholes value of a nonqualified stock option. The director was able to elect to convert either 50% or 100% of these stock options to restricted stock units (“RSUs”) subject to three-year ratable vesting. The number of RSUs was determined by dividing the aggregate Black-Scholes value of the nonqualified stock options being exchanged by the value of an RSU.
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Annual equity grants made to non-employee directors who were re-elected at the 2024 annual meeting of stockholders after serving on the Board at least since the previous annual meeting were in the form of stock options subject to one-year cliff vesting equal to $280,000 divided by the Black-Scholes value of a nonqualified stock option, and each committee chair received an additional annual grant in the form of stock options subject to one-year cliff vesting equal to $30,000 divided by the Black-Scholes value of a nonqualified stock option. Each director was able to elect to convert either 50% or 100% of these stock options to RSUs subject to one-year cliff vesting. The number of RSUs was determined by dividing the aggregate Black-Scholes value of the nonqualified stock options being exchanged by the value of an RSU. Equity awards granted upon an annual meeting that are subject to vesting will vest upon the dates of successive annual meetings.
Director Stock Ownership Guidelines
Our policy requires non-employee directors to hold seven times the base annual retainer fee in share value to be owned within five years of initial election or appointment. All of the directors currently meet the stock ownership guidelines or are making acceptable progress to their applicable level.
Director and Officer Liability Insurance Policies
Directors are covered under our director and officer liability insurance policies for claims alleged in connection with their service as directors. We have entered into indemnification agreements with all of our directors agreeing to indemnify them to the fullest extent permitted by law for claims alleged in connection with their service as directors.
Director Compensation for Fiscal 2024
The table below summarizes the compensation paid by the Company to each non-employee director for the fiscal year ended September 30, 2024.
| Name | Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(10)(11) |
Option Awards ($)(10)(12) |
Non-Equity Incentive Plan Compensation ($) |
Change in |
All Other |
Total ($) | ||||||||||||||||||||||||||||
| Fabiola R. Arredondo |
75,000 | (2) | — | 280,292 | — | — | — | 355,292 | |||||||||||||||||||||||||||
| Braden R. Kelly |
200,000 | (3) | 329,929 | — | — | — | — | 529,929 | |||||||||||||||||||||||||||
| James D. Kirsner |
87,500 | (4) | 297,583 | — | — | — | — | 385,083 | |||||||||||||||||||||||||||
| Eva Manolis |
75,000 | (5) | — | 280,292 | — | — | — | 355,292 | |||||||||||||||||||||||||||
| Marc F. McMorris |
75,000 | (6) | — | 280,292 | — | — | — | 355,292 | |||||||||||||||||||||||||||
| Joanna Rees |
100,000 | (7) | — | 310,701 | — | — | — | 410,701 | |||||||||||||||||||||||||||
| David A. Rey |
90,000 | (8) | 165,612 | 155,571 | — | — | — | 411,183 | |||||||||||||||||||||||||||
| H. Tayloe Stansbury |
75,000 | (9) | — | — | — | — | — | 75,000 | |||||||||||||||||||||||||||
| (1) | All fees under this column represent fees paid to the directors under the Program described above. The Program anticipates fees commencing with the directors’ election year (February/March to February/March), whereas the compensation reported in this table is that paid during our fiscal year (October through September). Fees that are paid in cash are paid quarterly in arrears. Fees that, at the election of the director, are paid in stock options are paid in one annual grant upon the director’s election to the Board. As a result, when a director’s election with |
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Corporate Governance |
Executive Compensation |
Audit Committee Matters |
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Other Matters |
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| respect to receiving fees in cash or stock options changes from one year to the next, the director’s compensation disclosed in this column differs from the annual fees described under “Non-Employee Director Compensation” above. Messrs. McMorris and Rey, and Mses. Arredondo and Rees made election changes during fiscal 2024. |
| (2) | Represents the $75,000 annual board and committee retainers which would have been paid in cash in quarterly installments following her re-election that were forgone by Ms. Arredondo to instead receive 171 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $75,262, is excluded from the “Option Awards” column. |
| (3) | Represents $200,000 of the annual board, committee, independent chairman of the board and committee chair retainers paid in cash in fiscal 2024. |
| (4) | Represents $87,500 of the annual board, committee chair and committee retainers paid in cash in fiscal 2024. |
| (5) | Represents $75,000 of the annual board and committee retainers paid in cash in fiscal 2024. |
| (6) | Represents the $75,000 annual board and committee retainers which would have been paid in cash in quarterly installments following his re-election that were forgone by Mr. McMorris to instead receive 171 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $75,262, is excluded from the “Option Awards” column. |
| (7) | Represents $100,000 in annual board, committee chair and committee retainers which would have been paid in cash in quarterly installments following her re-election that were foregone by Ms. Rees to instead receive 227 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $100,041, is excluded from the “Option Awards” column. |
| (8) | Includes (i) $70,000 in annual board and committee retainers paid quarterly to Mr. Rey in cash during fiscal 2024, and (ii) $20,000 in annual board and committee retainers which would have been paid in cash in quarterly installments following his re-election that were forgone by Mr. Rey to instead receive 46 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $20,273, is excluded from the “Option Awards” column. |
| (9) | Represents $75,000 of the annual board and committee retainers paid in cash in fiscal 2024. |
| (10) | The amounts in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. For information on the assumptions used to calculate the value of the awards, refer to Note 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |
| (11) | As of September 30, 2024, the RSU awards outstanding for each director are as follows: Ms. Arredondo — 0; Mr. Kelly — 255; Mr. Kirsner — 230; Ms. Manolis — 0; Mr. McMorris — 0; Ms. Rees — 0; Mr. Rey — 128; and Mr. Stansbury — 182. |
| (12) | As of September 30, 2024, the option awards outstanding for each director are as follows: Ms. Arredondo — 4,203; Mr. Kelly — 9,693; Mr. Kirsner — 715; Ms. Manolis — 7,203; Mr. McMorris — 3,806; Ms. Rees — 8,154; Mr. Rey — 10,064; and Mr. Stansbury — 745. |
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| PROPOSAL 2: Advisory Vote on Executive Officer Compensation |
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The Board recommends a vote FOR this proposal |
Pursuant to Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of our named executive officers as described under “Executive Compensation — Compensation Discussion and Analysis” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement.
This proposal gives our stockholders the opportunity to express their views on the Company’s named executive officer compensation. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the LDCC will consider the outcome of the vote when making future executive officer compensation decisions.
As we discuss below in our Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to deliver a performance-based pay philosophy, are aligned with the long-term interests of our stockholders and are competitive. The Company’s principal compensation policies, which enable the Company to attract, motivate and retain talented executive officers to lead the Company in the achievement of our business objectives, include:
| • | We make annual cash compensation decisions based on assessment of the Company’s performance against measurable financial goals, as well as each executive’s individual performance. |
| • | We emphasize long-term incentive compensation awards that collectively reward executive officers based on individual performance, external and internal peer equity compensation practices, and the performance of the Company’s stock. |
| • | Approximately two-thirds of the target value of fiscal 2024 annual long-term equity awards granted to executive officers in December 2023 was in the form of performance-based incentives. |
| • | We require stock ownership by our senior executive officers. |
As a result, we are presenting this proposal, which gives you as a stockholder the opportunity to vote on our named executive officer compensation as disclosed in this proxy statement by voting “FOR” or “AGAINST” the following resolution:
RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders.
Fair Isaac Corporation l 2025 Proxy Statement 35
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LETTER FROM THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE
To our fellow stockholders:
As the Leadership Development and Compensation Committee of the Board of Directors of FICO, it is our responsibility to attract, engage, develop, and retain the talent needed to power the decisions that help people and businesses around the world grow and prosper. Under Will Lansing’s leadership, FICO’s execution in this regard has been remarkable, and we see more opportunity ahead of us: our strategic shift is mid-stream, the current executive team has been critical in bringing FICO to this point, and we are certain it is the right team to see FICO through this next phase of growth.
Our team is comprised of experienced, invested leaders who have a passion for driving FICO’s business forward and a deep understanding of our customers and employees. Despite an intensely competitive market environment where the demand for top talent has been unrelenting over the past several years, our leaders discussed over the following pages have an average tenure of over 17 years. We attribute our strong focus on people, our culture of collaboration and performance, and our compensation program with enabling us to align, engage, and retain this talented group of leaders over time. And we continue to believe that the core design of our compensation program remains well-calibrated to create a shared, long-term focus across all levels of our organization on continued innovation, dedication to excellence and delivery of sustained value creation for our stockholders.
Notwithstanding this belief, we recognize our role as stewards for you, our stockholders, and took seriously the feedback that was shared during our outreach after last year’s annual meeting where stockholder support for our say-on-pay proposal was only 58%, well below historic support for our pay program. As we outline in the Compensation Discussion and Analysis presented over the following pages, we reached out to over 60 percent of stockholders over the past year and had conversations with investors representing nearly 30 percent of our shares outstanding. In these conversations, we heard that the one-time award granted to our CEO was the primary catalyst for those we met with who voted against say-on-pay last year, and accordingly have firmly committed not to make similar awards in the future absent extraordinary circumstances. Further, informed by this stockholder feedback, we have enhanced the design of our 2025 compensation program in several important ways:
| • | In our annual incentive program, we decreased the maximum performance achievable under the individual performance component from 200% to 150%; and |
| • | With respect to our performance-based equity tied to relative total shareholder return: |
| ○ | We updated the comparator group used to measure relative shareholder return performance from the Russell 3000 to the S&P 500; and |
| ○ | We increased the level of performance required to earn the target award opportunity from the index average to the 55th percentile of the index. |
We also further strengthened the alignment of our compensation practices with stockholder interests during 2024, by:
| • | Adopting a supplemental compensation recovery policy applicable to executive officers enabling us to claw back all incentive compensation, both time- and performance-based, in the event of specified misconduct; and |
| • | Refining our stock ownership guidelines applicable to directors and executive officers to exclude all stock options from being counted towards meeting our ownership requirements. |
Lastly, consistent with the suggestions of several stockholders, we completely redesigned our proxy disclosure, including the Compensation Discussion and Analysis, to provide clearer and more detailed information about our succession planning practices and our compensation program.
As noted above, we believe the principles underpinning our compensation program continue to be highly effective, and we have a strong executive team that continues to deliver remarkable shareholder value. Under Mr. Lansing’s tenure as CEO, our total shareholder return is over 5,333%, something less than one percent of Russell 3000 companies can claim to have achieved over this same time period. While this accomplishment is remarkable, we remain excited about FICO’s future.
Thank you for your investment, support and commitment to FICO’s long-term success.
Sincerely,
The Leadership Development and Compensation Committee of the Board of Directors of FICO
Fair Isaac Corporation l 2025 Proxy Statement 36
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EXECUTIVE COMPENSATION
Compensation Roadmap
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Compensation Discussion and Analysis
This section describes our executive compensation philosophy, and the process by which our Leadership Development and Compensation Committee (“LDCC”) makes executive compensation decisions and pay decisions for our named executive officers.
Our Fiscal 2024 Named Executive Officers
| William Lansing |
Steven Weber |
Richard Deal |
Mark Scadina |
James Wehmann |
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Chief Executive Officer | Executive Vice President and Chief Financial Officer | Executive Vice President, Chief Human Resources Officer | Executive Vice President, General Counsel and Corporate Secretary | Executive Vice President, Scores |
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| Years of service | Years of service | Years of service | Years of service | Years of service | ||||||||
| 13 years | 21 years | 24 years | 17 Years | 12 years | ||||||||
Executive Summary
Board and LDCC Actions in Response to 2024 Say-on-Pay Vote
Our Board and LDCC value stockholders’ perspectives. As described in Stockholder Engagement above, we conducted an in-depth stockholder outreach effort following our 2024 annual meeting to understand stockholders’ viewpoints and develop an informed response to the 58% level of support of our 2024 say-on-pay vote.
| Outreach to 33 stockholders representing 63% of shares outstanding |
28 stockholders responded, with 16 indicating that they did not require a meeting |
Meetings held with 12 investors, representing 29% of shares outstanding, with director participation in each such meeting | ||||||||||||
Across our conversations, stockholders’ disfavor of one-time awards like the retention and leadership continuity award provided to Mr. Lansing in fiscal 2023 was most consistently raised as the predominant factor driving stockholders’ 2024 “Against” say-on-pay voting decisions. Other feedback was more varied. Given the primary element of stockholder dialogue and feedback concerned the CEO’s one-time award, we have reinforced that such an award has not and will not recur in the future absent extraordinary circumstances. Further, we have provided a detailed description of our executive succession planning process to address and dispel concerns expressed by some stockholders that the special one-time award may have been indicative of a need for expanded succession planning. Moreover, and also based upon stockholder dialogue, we have made several important design changes to our executive compensation program for 2025 to improve program rigor and alignment with long-term stockholder value creation, while maintaining the core design of our program, which the LDCC believes continues to strongly align with our compensation objectives and with stockholders’ interests.
Fair Isaac Corporation l 2025 Proxy Statement 38
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Topics raised by multiple stockholders, together with the LDCC’s response and perspective, are outlined below.
|
What we heard
|
|
Our Response and Perspective
| ||||||
|
One-time retention and leadership continuity award |
Concerns regarding this award represented the predominant driver of votes against say-on-pay at our 2024 annual meeting.
Stockholders encouraged us to reinforce the one-time nature of this award. |
We do not regularly use one-time awards, and the LDCC commits not to provide one-time awards to executive officers in the future absent extraordinary circumstances.
As explained in last year’s proxy statement, the LDCC felt this award was critical to retain and motivate Mr. Lansing over the next five years to continue FICO’s strategic execution and trajectory of extraordinary stockholder value creation, and structured the award to include vesting, holding and retirement provisions aligned with this time horizon. Specifically: the MSU component utilizes three equally divided three-, four- and five-year performance periods; both the MSUs and stock options do not begin to vest until the third anniversary of grant, with continued vesting through 2028; all shares earned are required to be held until the 5th anniversary except as necessary to cover taxes or pay the exercise price; and no outstanding portion of the award will accelerate or continue to vest if Mr. Lansing retires prior to completion of the performance period.
| ||||||
|
Stockholders questioned the interplay between this award and our succession-planning efforts and encouraged us to disclose information regarding our succession-planning process. |
During our conversations, we explained our thorough management succession-planning process and have added proxy disclosure outlining our Board’s oversight of succession planning under “Succession Planning”.
| |||||||
|
Long-term incentives |
Some stockholders encouraged us to re-evaluate our use of the Russell 3000 Index for purposes of measuring relative TSR performance under our MSUs. |
We have shifted the MSU comparator group from the Russell 3000 Index to the S&P 500 Index beginning with our fiscal 2025 awards (granted in December 2024). The LDCC believes this update is appropriate as the Company became an S&P 500 constituent of that index during 2023. Further, use of the S&P 500 Index provides a broad, diversified benchmark against which to compare our performance.
| ||||||
| Some stockholders suggested that MSU target performance achievement should require outperformance relative to the comparator group. | Our fiscal 2025 MSU awards require performance at the 55th percentile of the S&P 500 Index in order to achieve target payout (rather than the prior target of performance in line with the weighted average of the Russell 3000 Index).
| |||||||
Fair Isaac Corporation l 2025 Proxy Statement 39
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Some stockholders expressed a preference for a three-year long-term incentive performance period. |
Our MSUs continue to be based on a three-year overall performance period. After carefully considering this feedback, the LDCC continues to believe the complexities of our business, including the ongoing evolution of our software segment, support a one-year PSU performance period followed by an additional two-year vesting period to incentivize continued strong performance. We will continue to evaluate our structure annually in line with the evolution of our business. | |||||||
|
Some stockholders questioned our incentive vehicle mix and rationale for using overlapping metrics between our PSU and annual incentive awards. |
Across our short- and long-term incentive programs, we focus on adjusted revenue and adjusted EBITDA because they align with our strategic priorities and the LDCC believes they are the best indicators of both our short- and long-term success. Our short-term incentive structure is consistent across our broader employee population to ensure a shared focus, while our long-term incentives apply to leadership roles and are intended to further focus those individuals on long-term value creation.
We explained that, in our view, equity incentives most strongly align management and stockholder interests. Accordingly, our short-term incentive represents less than 5% of our named executives’ total direct compensation, but we believe including this component is important culturally to demonstrate our shared accountabilities at all levels of the organization.
However, after considering this feedback, we did reduce (for senior executives only) the maximum performance achievable under the participant performance factor component of our annual incentive for fiscal 2025 (from 200% to 150%) to further emphasize long-term value creation for our most senior leaders.
| |||||||
|
Disclosure transparency |
Some stockholders encouraged us to improve the overall quality and transparency of our disclosures. |
We have redesigned our proxy statement to enhance the topics covered, to better communicate important information to our stockholders and to include detailed information supporting our compensation decision-making.
| ||||||
Fair Isaac Corporation l 2025 Proxy Statement 40
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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2025 Program Changes
After considering stockholders’ feedback, the LDCC determined to make the following changes to our program for fiscal 2025:
|
Fiscal 2024
|
Fiscal 2025
| |||
|
Annual Incentives
|
||||
| 200% |
Decreased the maximum performance achievable under the participant performance factor component
|
150% | ||
|
Long-Term Incentives
|
||||
| Russell 3000 Index |
Updated MSU comparator group used to measure relative total shareholder return (“rTSR”) performance
|
S&P 500 Index | ||
| Index average |
Enhanced comparative performance level required to earn target MSU award opportunity
|
55th percentile of the Index | ||
Fair Isaac Corporation l 2025 Proxy Statement 41
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Our 2024 Performance Highlights
During fiscal 2024, we again delivered record revenues and free cash flow as we continued to focus our strategy and pursue our long-term growth initiatives. We utilized our cash to enhance stockholder value through continued investments in FICO Platform initiatives and our stock repurchase program. Financial highlights and key measures of our performance that were determined at the beginning of the performance period by our LDCC and applied to determine the 2024 performance of our named executive officers are set forth below.
| (1) | Adjusted Revenue is the Company’s GAAP revenue as adjusted for any impact on revenues related to acquisitions, divestitures or other events deemed by the LDCC to have been out of management’s control or that may not be indicative of recurring business results and occurring in the measurement year. For fiscal 2024, the LDCC determined that no adjustments to the Company’s GAAP revenue were warranted, and therefore Adjusted Revenue was the same as GAAP revenue. |
| (2) | Adjusted EBITDA is a non-GAAP financial measure and is defined as GAAP net income, adjusted for certain items. See Appendix A to this proxy statement for a reconciliation of Adjusted EBITDA to GAAP net income, the most directly comparable GAAP financial measure. |
Fair Isaac Corporation l 2025 Proxy Statement 42
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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2024 Compensation Highlights
Our compensation program is designed to operate effectively across business conditions and to support our pay-for-performance philosophy, emphasizing variable and long-term incentive opportunities that align our named executive officers’ financial interests with those of our stockholders. Consistent with this emphasis, base salaries remained flat for all named executives for fiscal 2024.
The charts below present the mix of total target direct compensation awarded to the NEOs in fiscal 2024 and the following table outlines the performance metrics used across our annual- and long-term incentive programs.
| Metric |
Rationale and Considerations |
Program | |||||||||
|
Annual Incentive |
PSUs |
MSUs | |||||||||
| Adjusted Revenue |
Motivates continued growth of the business | ✔ | ✔ |
| |||||||
| Adjusted EBITDA |
Rewards operational profitability | ✔ | ✔ |
| |||||||
| Total shareholder return relative to the Russell 3000 |
Drives outperformance relative to the market and provides alignment with stockholder interests |
|
|
✔ | |||||||
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The LDCC is intentional in its use of Adjusted Revenue and Adjusted EBITDA as the financial metrics in both our short- and long-term incentive programs because the LDCC believes that they best balance the delivery of steady growth against the investments we are making as we continue our strategic shift in the focus of the Software segment towards a cloud-based platform while preserving the value of legacy solutions and that they are strong indicators of our success in generating long-term stockholder value creation.
Short-term incentives represent only 3-4% of named executive officers’ total direct compensation and are provided primarily to create shared alignment across our employee population. Importantly, the PSUs awarded to our senior executives utilize meaningfully steeper upwards and downwards payout slopes than the short-term cash incentive plan, consistent with the LDCC’s desire to more heavily weight compensation opportunities toward variable, equity-based compensation opportunities and to strengthen the risk and reward profile of these awards to drive greater accountability for our senior leaders who can most directly influence our results.
|
Pay outcomes for fiscal 2024 demonstrate the strong pay and performance linkage of our program.
Fair Isaac Corporation l 2025 Proxy Statement 44
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Stock Ownership |
Other Matters |
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See “Long-Term Equity Incentives in Fiscal 2024” below for further discussion of our long-term incentive awards.
Fair Isaac Corporation l 2025 Proxy Statement 45
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Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Quality Pay Practices and Policies
Highlighted below are key practices and policies of our compensation program which reinforce our pay-for-performance philosophy, further our retention and motivation objectives, and align executive and stockholder interests.
| Quality Pay Practices and Policies Highlights | ||
| Only “double-trigger” accelerated vesting or payment for equity awards upon a change in control of the Company | ||
| Executive stock ownership guidelines that require ownership and further align our executive officers’ interests with those of our stockholders; refined during 2024 to exclude all stock options from being counted towards meeting these guidelines | ||
|
|
Prohibition on hedging of Company common stock | |
|
|
A compensation recovery, or “clawback,” policy pertaining to all performance-based compensation in the case of a restatement | |
|
|
Adopted a new supplemental clawback policy during 2024 in the event of misconduct situations that covers annual and long-term incentive compensation, including time-based equity awards | |
|
|
Mandatory minimum vesting period of one year for equity awards | |
|
|
Annual compensation peer group review with appropriate updates to ensure valid comparisons | |
| No tax “gross-ups” allowed except with respect to relocation benefits and required spousal travel | ||
| Independent compensation consultant engaged by the LDCC that does not provide any other services to the Company | ||
EXECUTIVE COMPENSATION PROGRAM
Compensation Philosophy and Objectives
| Our compensation program is designed to meet the following objectives: | ||||
| Attract, retain and reward high caliber talent |
∎ |
Attract, retain, motivate and reward our outstanding leaders in a competitive market, who are instrumental in maintaining our position as a leading analytics software company | ||
| Pay for Performance |
∎ |
Set rigorous performance targets that drive achievement of our financial goals and strategic plans | ||
|
|
∎ |
Responsive payouts that reward leaders for outperformance and result in a lower, or no, payout for results that fall short of high expectations | ||
| Align Executive and Stockholder Interests |
∎ |
Encourage long-term, sustained value creation for stockholders | ||
|
|
∎ |
Heavily weight equity incentives to maximize alignment between executives’ pay outcomes and stockholder experience | ||
| Account for Individual Performance |
∎ |
Calibrate pay levels and opportunities relative to individuals’ contributions and track record of performance | ||
Fair Isaac Corporation l 2025 Proxy Statement 46
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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2024 Elements of Compensation
The fiscal 2024 executive compensation program consisted of the following key elements.
| WHAT | • Cash |
• Cash |
• Equity |
• Equity |
• Equity | |||||
| PAY MIX
CEO Other NEOs |
2.8% 7.2% |
2.8% 3.6% |
31.4% 29.7% |
31.4% 29.7% |
31.4% 29.7% | |||||
| WHEN | • Ongoing |
• Annual |
• One-year performance period, with any earned shares vesting on the first three anniversaries of the date of grant |
• Performance over three years, with interim earning and vesting opportunities after years one and two |
• Vests in four equal annual installments | |||||
| HOW
Measures, Weightings & Payouts |
• N/A |
• Company Performance
• Adjusted Revenue
• Adjusted EBITDA
• Individual Performance
• Payout: 0-250% of target |
• Adjusted Revenue
• Adjusted EBITDA
• Payout: 0-200% of target |
• Company’s TSR relative to the Russell 3000 Index
• Payout: 0-200% of target |
• Stock Price | |||||
| WHY | • Base salary provides our executive officers with a stable and predictable cash flow |
• Our short-term cash incentive plan creates shared alignment across our employee population and rewards the achievement of annual Company goals as well as individual performance |
• Long-term equity incentive awards directly link the vast majority of each executive officer’s target total direct compensation to the market value of our common stock, while promoting retention through multi-year vesting and performance periods
• PSUs build further focus on annual Company financial performance targets, using a steeper payout curve than our annual incentives in the event of under- or over-performance
• MSUs align executive pay outcomes with stockholder experience and further encourages long-term performance
• RSUs represent a more stable equity-based compensation vehicle, ensuring program durability across market cycles while providing linkage to the stock price performance of our common stock and promoting retention over a four-year vesting period | |||||||
Fair Isaac Corporation l 2025 Proxy Statement 47
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Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Base Salary in Fiscal 2024
None of our named executive officers received an increase in base salary as part of the Company’s annual year-end performance review and compensation process in November 2023. This conservative approach reflects the LDCC’s continued commitment to incentive compensation elements directly linked to the achievement of our target financial goals and the creation of stockholder value.
| Named Executive Officer | Fiscal 2024 Base Salary |
Fiscal 2023 Base Salary |
||||||
| William Lansing |
$750,000 | $750,000 | ||||||
| Steven Weber |
$400,000 | $400,000 | ||||||
| Richard Deal |
$400,000 | $400,000 | ||||||
| Mark Scadina |
$400,000 | $400,000 | ||||||
| James Wehmann |
$500,000 | $500,000 | ||||||
Short-Term Cash Incentives
For fiscal 2024, our annual incentive awards are paid from a single, centralized pool that supports short-term cash incentive payments to our executive officers and vice president-level leaders under our Management Incentive Plan (“MIP”) and to other eligible employees under our Broad-Based Incentive Plan (“BBIP”).
The LDCC determined named executive officers’ cash incentive payments using the framework set forth below, which was the same for all other participants in the MIP and BBIP in order to provide shared focus on the performance measures that the LDCC believes are most critical to the success of our business.
Fair Isaac Corporation l 2025 Proxy Statement 48
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Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Fair Isaac Corporation l 2025 Proxy Statement 49
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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The participant target percentage for each participant in the MIP is based on the Company’s desire to continue to emphasize long-term incentives and the LDCC’s review of market-competitive short-term compensation levels for executives in comparable roles at the peer group companies. As provided in their respective letter agreements, Mr. Lansing’s participant target percentage is 100% of his annual base salary, and the other named executive officers each have a participant target percentage of 50% of their annual base salary in effect at the end of fiscal 2024.
Company Performance Factor
The funding levels for each performance measure, along with the related Company Performance Factor, for fiscal 2024 were as follows:
| ($ in Millions) | ||||||||||||
| Financial Metric (Weighting) |
Threshold Level |
Mid-point Level |
Target Level |
Upside Level |
Maximum Level |
Actual Performance | ||||||
| Adjusted Revenue (50%) |
$1,514.0 | $1,628.0 | $1,675.0 | $1,692.0 | $1,712.0 | $1,717.5 | ||||||
| Adjusted EBITDA (50%) |
$780.8 | $837.0 | $859.0 | $869.8 | $883.5 | $904.1 | ||||||
| Company Performance Factor |
25% | 50% | 100% | 112.5% | 125% | 125% | ||||||
Participant Performance Factor
The Participant Performance Factor goals can include Company-wide measures as well as business unit metrics and goals that are highly specific to the functions over which the individual has primary responsibility. Our CEO’s performance goals were established by the LDCC at the beginning of the fiscal year after considering input from each non-employee director, and our CEO’s individual annual performance evaluation was completed by the LDCC.
Individual performance goals for our executive officers other than our CEO were established by our CEO, and annual performance evaluations for these executive officers were completed by our CEO and discussed with the LDCC. If an executive officer receives the lowest performance rating on a three-point scale (“Improvement Needed”), his or her Participant Performance Factor and resulting cash incentive payment may be as low as zero. Conversely, if an executive officer receives the highest overall performance rating, his or her Participant Performance Factor may be as high as 200%. Distribution guidelines applicable to these performance ratings ensure that participants in the short-term cash incentive plan are not all rated on the high or low end of the scale, but are instead distributed above and below the target levels. The LDCC may exercise discretion to make adjustments within the performance scale.
Fair Isaac Corporation l 2025 Proxy Statement 50
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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The Participant Performance Factor values for our named executive officers for fiscal 2024, along with the key factors considered by the LDCC and our CEO, as applicable, in making these determinations, were as follows:
| Named Executive Officer |
Participant Performance Factor |
Key Factors | ||||
|
William Lansing |
|
128% |
|
• achievement of key FICO platform capabilities driven by a multi-year software segment investment leading to significant growth in enterprise platform customers and expanding use cases
• development and oversight of highly effective value-based Scores pricing strategy, coupled with appropriate investor and key stakeholder transparency
• leveraged talent as a strategic differentiator through highly selective hiring, strategic goal alignment, workforce engagement and retention initiatives, and continued investment in professional development programs
| ||
|
Steven Weber |
|
110% |
|
• oversight of fiscal year revenue forecasting and expense management efforts enabling strategic investments while ensuring accountability
• expanded investment analyst coverage while ensuring clear stockholder understanding of our business growth drivers and strategy
• strong focus on regulatory and compliance priorities allowing maximum focus of organizational resources on valued-added business outcomes
| ||
|
Richard Deal |
|
110% |
|
• effectively executed our “people first” strategy leading to further growth in workforce engagement, strong talent pipelines, and historically low turnover
• focused planning and execution of recurring talent management programs ensuring strong linkage between organizational and individual performance with motivational reward systems
• successful efforts to strengthen our employer brand, as recognized through multiple forms of external recognition, through effective marketing, targeted recruitment, and high value workforce programs
| ||
|
Mark Scadina |
|
120% |
|
• expert legal and strategic counsel across a range of business growth and investment decisions
• effective partnerships with go-to-market organization helping to drive business growth while ensuring appropriate risk mitigation
• provided outstanding counsel to the Board and executive officers
| ||
|
James Wehmann |
|
120% |
|
• expertly executed Scores innovation and client engagement while addressing competitive challenges
• continued to effectively implement our value-based Scores pricing strategy while ensuring transparency and key stakeholder understanding
• expanded our Score A Better Future financial literacy initiative helping to strengthen communities while broadening understanding of FICO’s business contributions
| ||
Fair Isaac Corporation l 2025 Proxy Statement 51
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Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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2024 Payouts
The combined effect of these inputs led to the following payments for the named executive officer participants under the MIP for fiscal 2024 performance, shown along with the target payment levels:
| Named Executive Officer | Target Payout for Fiscal 2024 |
Amount Attributable to Company Performance Factor |
Participant Performance Factor |
Actual Payout for Fiscal 2024 | ||||||||||
|
William Lansing
|
|
$750,000
|
|
|
$ 937,500
|
|
|
128%
|
|
$1,200,000
| ||||
|
Steven Weber
|
|
$200,000
|
|
|
$ 250,000
|
|
|
110%
|
|
$275,000
| ||||
|
Richard Deal
|
|
$200,000
|
|
|
$ 250,000
|
|
|
110%
|
|
$275,000
| ||||
|
Mark Scadina
|
|
$200,000
|
|
|
$ 250,000
|
|
|
120%
|
|
$300,000
| ||||
|
James Wehmann
|
|
$250,000
|
|
|
$ 312,500
|
|
|
120%
|
|
$375,000
| ||||
Long-Term Equity Incentives in Fiscal 2024
Long-term equity incentive awards drive achievement of the Company’s financial targets while linking compensation to the market value of its common stock. The LDCC emphasizes long-term equity incentives in our executive compensation program to help ensure strong alignment with our stockholders over time.
To strongly align the interests of our executive officers and stockholders, we place two-thirds of the annual long-term incentive value on performance-based vehicles in the form of PSUs and MSUs, considerably higher than the 52% average for our peer group. The target value of each type of equity award granted as part of the fiscal 2024 annual long-term incentive award to our named executive officers is as follows:
| Named Executive Officer | Annual PSUs 33% |
Annual MSUs 33% |
Annual RSUs 33% |
Total (1) | ||||||||||||||||
|
William Lansing
|
|
$8,333,333
|
|
|
$8,333,333
|
|
|
$8,333,333
|
|
|
$25,000,000
|
| ||||||||
|
Steven Weber
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$5,000,000
|
| ||||||||
|
Richard Deal
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$5,000,000
|
| ||||||||
|
Mark Scadina
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$1,666,667
|
|
|
$5,000,000
|
| ||||||||
|
James Wehmann
|
|
$2,000,000
|
|
|
$2,000,000
|
|
|
$2,000,000
|
|
|
$6,000,000
|
| ||||||||
(1)The amounts reported within the compensation tables following this Compensation Discussion and Analysis differ from the target amounts discussed here. The LDCC uses the average closing stock price during the 30-calendar day period ending on the 11th day prior to the date of grant for purposes of converting the intended target value awarded to share units, whereas the amounts reported in the compensation tables reflect the grant date fair value of each award in accordance with applicable accounting requirements. The LDCC considers the use of an averaging period to be best practice, to offset daily stock price volatility, and the 10-day period prior to the grant date provides our executive officers with a reasonable time period to decide what portion, if any, of the designated RSU value (discussed under “Restricted Stock Units” below) to exchange for non-qualified stock options using an economically equivalent value also tied to the 30-day average price.
In determining the value of annual equity awards for fiscal 2024, the LDCC considered an analysis of competitive market data prepared by its compensation consultant and described below under “Determination of Compensation-Setting Process — Compensation Peer Group,” the individual performance of each executive officer, the need to reinforce positive levels of collaboration and teamwork across members of the executive team, and our retention objectives.
The competitive market data analysis for fiscal 2024 showed that peer group total direct compensation increased approximately 10% at each of the median and the 75th percentile, and the long-term incentive value increased 22% and 13% at the median and 75th percentile, respectively. Coupled with continued strong company performance, the strength of Mr. Lansing’s individual performance results and the LDCC’s desire to ensure his compensation is highly competitive and reflective of his personal performance and market value, this trend in peer group compensation data contributed to
Fair Isaac Corporation l 2025 Proxy Statement 52
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the LDCC’s decision to increase the target value of Mr. Lansing’s fiscal 2024 annual long-term incentive award to approximately $25 million.
Performance Share Units (“PSUs”). The PSUs granted in fiscal 2024 were earned on the basis of a one-year performance period, with any earned shares vesting on the first three anniversaries of the date of grant. The LDCC believes a one-year performance period enables it to set stretch goals based on a time period over which it has a reasonable line of sight. This is because market uncertainties make it difficult to accurately forecast our Adjusted Revenue and Adjusted EBITDA beyond one year. The LDCC believes the complexity of our major products linked to the strategic shift in focus for our Software segment, along with the business complexity of our major customers, yields a very long selling cycle, which in turn contributes significant uncertainty into our revenue stream and resulting EBITDA. Using a one-year performance period allows the LDCC to reward performance for a time period over which the Company has better visibility instead of creating goals over a longer term that are more likely to be problematic. In addition, requiring that two-thirds of any earned shares vest over an additional two years creates long-term alignment with our stockholders’ experience and satisfies our retention objectives.
The maximum number of PSUs that could have been earned over the fiscal 2024 performance period by each named executive officer was specified in the applicable award agreement. In each case, the named executive officer could earn as little as 0% at or below threshold performance and as much as 200% of the target number of PSUs at maximum performance. The LDCC retains discretion to determine the actual number of PSUs that were earned, but, consistent with prior years, did not exercise any such discretion with respect to the fiscal 2024 PSUs. The earnings matrix for the fiscal 2024 PSU awards was:
| ($ in Millions) | ||||||||||||
| Financial Metric (Weighting) |
Threshold Performance |
Mid-point Performance |
Target Performance |
Upside Performance |
Maximum Performance |
Actual Performance | ||||||
| Adjusted Revenue (50%) |
$1,514.0 | $1,628.0 | $1,675.0 | $1,692.0 | $1,712.0 | $1,717.5 | ||||||
| Adjusted EBITDA (50%) |
$780.8 | $837.0 | $859.0 | $869.8 | $883.5 | $904.1 | ||||||
| PSUs Earned (as percentage of target) |
0% |
50% |
100% |
150% |
200% |
200% | ||||||
The following table sets forth the target number of PSUs and the actual number of PSUs earned for fiscal 2024 performance:
| Named Executive Officer | Target Number of PSUs Granted for |
Actual Number of PSUs Earned for Fiscal 2024 | ||||||||
| William Lansing |
8,455 | 16,910 | ||||||||
| Steven Weber |
1,691 | 3,382 | ||||||||
| Richard Deal |
1,691 | 3,382 | ||||||||
| Mark Scadina |
1,691 | 3,382 | ||||||||
| James Wehmann |
2,030 | 4,060 | ||||||||
One-third of the earned PSUs vested and were settled in shares of our common stock following the end of fiscal 2024 and two-thirds will vest over the next two fiscal years provided the named executive officer remains with the Company as of each vesting date or vesting of the PSUs continues pursuant to the terms of the applicable award agreement.
Fair Isaac Corporation l 2025 Proxy Statement 53
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Market Share Units (“MSUs”). The MSUs granted as part of the annual awards in fiscal 2024 are earned based on the Company’s total shareholder return relative to the Russell 3000 Index over a three-year performance period, with interim earning opportunities after the first and second years of the performance period. The LDCC decided to measure performance over a total of three years to integrate a longer, multi-year performance period into the Company’s equity compensation program. The number of MSUs earned for each performance period is calculated as follows:
The relative return factor for each performance period is determined based on the Company’s total shareholder return relative to the Russell 3000 Index for such performance period, as follows:
Generally, the Company’s rTSR performance is calculated by taking the difference between our total shareholder return minus the Russell 3000 Index’s total shareholder return for the relevant performance period.
Fair Isaac Corporation l 2025 Proxy Statement 54
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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The following table sets forth, for the applicable performance period that includes fiscal 2024 for each of the MSUs granted in fiscal 2024, 2023 and 2022, the Company’s TSR and the TSR of the Russell 3000 Index, which on a relative basis for each performance period exceeded the maximum rTSR goal, resulting in a relative return factor of 200%, for each such performance period:
MSU Payouts for Completed MSU Performance Periods
| Award | Performance Period | Total TSR of FICO | Russell 3000 Index TSR |
MSUs Earned (as a percentage of target) | ||||
| FY22 MSU |
3-Year | 447.58% | 23.51% | 200% | ||||
| FY23 MSU |
2-Year | 338.44% | 51.22% | 200% | ||||
| FY24 MSU |
1-Year | 125.78% | 34.28% | 200% | ||||
The target number of MSUs and the number of MSUs earned by each named executive officer for each of the three performance periods completed at the end of fiscal 2024 are as follows:
| FY22 MSUs |
|
FY23 MSUs |
|
FY24 MSUs | ||||||||||||
| Named Executive Officer | Target Number Three-Year Performance |
Actual Number of MSUs Earned(1) |
Target Number Two-Year Performance |
Actual Number of MSUs Earned |
Target Number One-Year Performance |
Actual Number of MSUs Earned | ||||||||||
| William Lansing |
4,161 | 8,322 |
|
4,195 | 8,390 |
|
2,819 | 5,638 | ||||||||
| Steven Weber |
N/A | N/A |
|
N/A | N/A |
|
564 | 1,128 | ||||||||
| Richard Deal |
1,189 | 2,378 |
|
831 | 1,662 |
|
564 | 1,128 | ||||||||
| Mark Scadina |
1,189 | 2,378 |
|
831 | 1,662 |
|
564 | 1,128 | ||||||||
| James Wehmann |
1,783 | 3,566 |
|
1,246 | 2,492 |
|
677 | 1,354 | ||||||||
(1) The actual number of MSUs granted in fiscal 2022 and earned in fiscal 2024 was calculated by multiplying the total number of target units in the applicable award agreement by the relative return factor of 200% for fiscal 2024, then subtracting the fiscal 2022 MSUs earned at the conclusion of the first and second performance periods. The total number of Mr. Lansing’s target fiscal 2022 MSUs was 12,483, and multiplying by the 200%
Fair Isaac Corporation l 2025 Proxy Statement 55
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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relative return factor yielded 24,966. Subtracting the 16,644 MSUs earned for the first and second performance periods yields the remaining 8,322 MSUs earned for the third performance period. The total number of Mr. Deal’s and Mr. Scadina’s target fiscal 2022 MSUs was 3,567 each, and multiplying by the 200% relative return factor yielded 7,134 MSUs each. Subtracting the 4,756 MSUs earned by each for the first and second performance periods yields the remaining 2,378 MSUs earned by each for the third performance period. The total number of Mr. Wehmann’s target fiscal 2022 MSUs was 5,350, and multiplying by the 200% relative return factor yielded 10,700 MSUs. Subtracting the 7,134 MSUs earned for the first and second performance periods yields the remaining 3,566 MSUs earned for the third performance period.
Restricted Stock Units (“RSUs”). The RSUs granted in fiscal 2024 provide a link to our stock price performance, as well as promote our retention objectives over a multi-year vesting period. Generally, the RSUs granted by the LDCC to executive officers vest in four equal annual installments beginning on the first anniversary of the grant date.
As in prior fiscal years, the LDCC permitted our executive officers to exchange up to 100% of their annual time-vested RSUs for non-qualified stock options (“NQSOs”) on an economically equivalent basis, while maintaining the existing four-year annual vesting requirement. We have provided executives with this flexibility of choice since fiscal 2015 as a retention tool, as the LDCC believes that NQSOs provide attractive leverage to the recipient and permit the holder to determine when taxable income events occur via a decision to exercise their NQSOs. In fiscal 2024, however, none of our named executive officers elected to receive a NQSO in exchange for an RSU award.
COMPENSATION-SETTING PROCESS
LDCC Process
Members of executive management participate in the LDCC’s meetings at the LDCC’s request. Management’s role is to contribute input and analysis, which the LDCC considers in making its decisions. The LDCC is not bound by management’s recommendations, but the LDCC relies on the insights of our CEO and Chief Human Resources Officer in determining compensation for our executive officers, other than our CEO. The LDCC also consults with its independent compensation consultant during its review of executive officer compensation. Prior to making decisions on executive compensation, the LDCC refers to comprehensive statements and reports prepared by its compensation consultant and management that reflect the amount and elements of each executive officer’s target total direct compensation opportunity relative to competitive market practices.
The LDCC conducts an annual performance review of our CEO in connection with the determination of his compensation. As part of this process, one or more LDCC members and/or the Chairman of our Board of Directors meet with each senior executive to discuss our CEO’s performance using a structured interview approach. In addition, each Board member completes a written evaluation of our CEO and submits it to the LDCC. Based on these interviews and written evaluations, as well as on its own determinations regarding our CEO’s performance, the LDCC prepares a final performance review for our CEO. The LDCC then submits a recommendation for our CEO’s compensation to our Board of Directors for discussion. Following such discussion, the LDCC finalizes its determination of our CEO’s compensation and informs our CEO of such determination, together with the final performance review.
For each named executive officer, in determining an individual’s compensation levels, the LDCC considers a number of factors, including the executive officer’s role within the Company, experience, performance, and potential for development, the cost to the Company of replacing the individual, and compensation peer group data for comparable roles within the peer group companies. The LDCC does not benchmark total compensation or individual elements of compensation to particular percentiles within the peer group, but aims to create competitive pay packages that reflect the Company’s and individuals’ performance and that are generally intended to deliver above market median compensation if long-term equity incentive awards pay out at or above target based on challenging required levels of performance. In connection with our fiscal 2024 executive compensation program, the LDCC reviewed summary reports prepared by its compensation consultant and by management reflecting current and proposed base salary, short-term cash incentive and equity award levels for our executive officers. Each element was analyzed relative to the Company’s compensation peer group.
Fair Isaac Corporation l 2025 Proxy Statement 56
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Specific information with respect to the Company’s relative position follows, using values available at the time the compensation levels were being determined in November 2023:
| Revenue ($ in millions) |
Market Capitalization ($ in millions) |
Operating Income (Loss) ($ in millions) |
Net Income (Loss) ($ in millions) |
One-Year TSR (%) |
Three-Year TSR (%) |
|||||||||||||||||||
| 75th percentile of peer group |
$3,620 | $33,028 | $752 | $524 | 33% | 15% | ||||||||||||||||||
| 50th percentile of peer group |
$2,335 | $17,861 | $493 | $337 | 18% | 8% | ||||||||||||||||||
| 25th percentile of peer group |
$2,048 | $12,346 | $135 | $(19) | -3% | -1% | ||||||||||||||||||
| FICO |
$1,473 | $21,771 | $609 | $419 | 94% | 27% | ||||||||||||||||||
| Percentile rank |
15% | 58% | 64% | 59% | 99% | 93% | ||||||||||||||||||
Fair Isaac Corporation l 2025 Proxy Statement 57
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Use of Compensation Consultant
The LDCC retains an external, independent compensation consultant to assist it in analyzing our executive compensation program and assessing market levels of compensation. For fiscal 2024, the LDCC engaged Compensia, Inc. to provide competitive practice and market compensation data, advice regarding the design of compensation programs for our executive officers and non-employee directors, input regarding specific compensation actions for our executive officers and analysis of the composition of our compensation peer group.
Compensation Consultant Conflict of Interest Analysis
The LDCC has considered the relationships that the compensation consultant it engaged in fiscal 2024 has had with the Company, the members of the LDCC and the Company’s executive officers, as well as the policies that the consultant has in place to maintain its independence and objectivity and has determined that no conflicts of interest arose from the work performed by such consultant.
Retirement Arrangements
We offer a Section 401(k) plan for all eligible employees. Under this program, our executive officers (like all of our eligible employees) can receive a Company matching contribution on amounts they contribute to the Section 401(k) plan as follows: 100% match of the first 3% of eligible compensation contributed by the executive officer, followed by a 50% match of the next 2% of eligible compensation contributed by the executive officer. Our executive retirement and savings plan allows our vice presidents and more senior executive officers to defer up to 25% of their base salary and 75% of their short-term cash incentive awards into an investment account. Amounts in this account are payable upon certain employment termination events as specified in the plan.
In November 2018, the LDCC approved the inclusion of retirement provisions in the award agreements for the equity awards granted to our executive officers beginning in December 2018. In May 2023, the LDCC amended the retirement qualification provisions in such award agreements. Such provisions allow for continued vesting of outstanding equity awards upon an executive officer’s retirement provided that (i) such executive officer (a) is 55 or older, (b) has at least 5 years of continuous service as an employee (which must be immediately preceding the date of termination), and (c) has served at least five cumulative years as an Executive Vice President of the Company (while both (b) and (c) must be satisfied, periods of time served as an Executive Vice President under (c) may also be counted toward the five years of continuous service requirement under (b)), and (ii) the sum of such executive officer’s age as of the date of his or her termination plus their years of service as an employee equals at least 75. In order to qualify for continued vesting, the executive officer must provide at least one year’s notice of his or her retirement and must also be available to provide service to the Company, if requested, during the continued vesting period. In addition, during the continued vesting period, the executive officer may not become employed by another entity or organization. The LDCC believes the retirement provisions help enhance retention of our executive officers, improve the executive transition process by ensuring sufficient time to plan for a successor, and ensure continued support from the former executive officer following retirement.
Because the LDCC’s intent in making the special performance-based retention and leadership continuity awards of MSUs and NQSOs to Mr. Lansing in June 2023 was to secure Mr. Lansing’s continued leadership during the next five years, the terms of those MSUs and NQSOs provide that if Mr. Lansing retires, his retirement will not entitle him to acceleration or continued vesting of those MSUs and NQSOs.
Other Compensation Arrangements
Our executive officers participate in our general employee benefit plans and programs, including health and dental benefits, on the same terms as all of our other full-time employees. We also pay the premiums for group life, accidental death and dismemberment, and business travel accident insurance for all eligible employees, including our executive officers, in a coverage amount based upon their base salary. We do not provide material perquisites.
Post-Employment Compensation Arrangements
Each of our named executive officers who is a current executive officer is party to a Letter Agreement that, among other things, provides for payments and benefits in the event of termination of employment by the Company without cause or by the executive officer for good reason, and a Management Agreement that provides for payments and benefits in the event of such a termination of employment in connection with a change in control of the Company. These agreements are described in detail later in this proxy statement.
Fair Isaac Corporation l 2025 Proxy Statement 58
Table of Contents
Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
In addition, during 2024, our Board of Directors adopted a Supplemental Compensation Recovery Policy (the “Supplemental Clawback Policy”). The Supplemental Clawback Policy applies to any annual or long-term incentive compensation, including equity-based compensation, whether based on performance metrics or time-based or service-based metrics, as well as any severance compensation, received by our executive officers, including our named executive officers. Under the Supplemental Clawback Policy, in the event of a felony-level conviction of an executive officer that results in material financial or reputational harm to the Company or a violation by an executive officer of his or her Proprietary Information and Invention Agreement or his or her Post-Employment Restrictions Agreement that results in material financial or reputational harm to the Company, then the Company’s independent directors may determine to seek recovery of all or any portion of any annual or long-term incentive compensation received by, granted to, vested or earned by the officer in the fiscal year in which the misconduct occurred and in any subsequent period.
No Hedging
Under the terms of our insider trading policy, the members of the Board of Directors, officers and employees may not buy or sell puts or calls on Company stock, trade options on any of the stock exchanges or futures exchanges relating to Company stock, enter into equity swaps, prepaid variable forward contracts, collars or exchange funds involving Company stock and other transactions that are designed to hedge or offset decreases in the price of Company stock.
Tax Matters
Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation of more than $1 million paid in any taxable year to certain current and former named executive officers. As a general matter, while the LDCC is mindful of the benefit to the Company of the full deductibility of compensation, it believes that it should maintain flexibility in compensating the Company’s executive officers in a manner that can best promote our corporate objectives.
Leadership Development and Compensation Committee Report
The LDCC has discussed and reviewed the “Compensation Discussion and Analysis” with management. Based upon this review and discussion, the LDCC recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K.
| Submitted by the Leadership Development and Compensation Committee: | ||
|
Joanna Rees, Chair Fabiola R. Arredondo Braden R. Kelly Eva Manolis |
Fair Isaac Corporation l 2025 Proxy Statement 60
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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SUMMARY COMPENSATION TABLE
The following table summarizes all compensation earned in fiscal 2024, 2023 and 2022 by our named executive officers.
| Name and Principal Position | Fiscal Year |
Salary ($) |
Bonus ($) |
Stock Awards ($)(1)(2) |
Option ($)(3) |
Non-Equity ($)(4) |
Change in Value ($) |
All Other Compensation ($)(5) |
Total ($) |
|||||||||||||||||||||||||||
| William Lansing |
2024 | 750,000 | — | 33,311,064 | — | 1,200,000 | — | 60,299 | 35,321,363 | |||||||||||||||||||||||||||
| Chief Executive Officer |
2023 | 750,000 | — | 48,996,329 | 15,347,003 | 1,200,000 | — | 56,630 | 66,349,962 | |||||||||||||||||||||||||||
|
|
2022 | 750,000 | — | 16,942,011 | — | 1,200,000 | — | 21,770 | 18,913,781 | |||||||||||||||||||||||||||
| Steven Weber(6) |
2024 | 400,000 | — | 6,662,212 | — | 275,000 | — | 60,867 | 7,398,079 | |||||||||||||||||||||||||||
| Executive Vice President and Chief Financial Officer |
2023 | 305,577 | — | 4,079,517 | — | 275,000 | — | 24,098 | 4,684,192 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| Richard Deal(7) |
2024 | 400,000 | — | 6,662,212 | — | 275,000 | — | 44,031 | 7,381,243 | |||||||||||||||||||||||||||
|
Executive Vice President, Human Resources |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Mark Scadina |
2024 | 400,000 | — | 6,662,212 | — | 300,000 | — | 32,973 | 7,395,185 | |||||||||||||||||||||||||||
|
Executive Vice President, General Counsel |
|
2023 |
|
400,000 | — | 5,488,415 | — | 300,000 | — | 48,931 | 6,237,346 | |||||||||||||||||||||||||
|
|
2022 |
|
|
400,000 |
|
|
— |
|
|
4,841,157 |
|
|
— |
|
|
300,000 |
|
|
— |
|
|
30,084 |
|
|
5,571,242 |
| ||||||||||
| James Wehmann |
2024 | 500,000 | — | 7,997,808 | — | 375,000 | — | 13,446 | 8,886,254 | |||||||||||||||||||||||||||
| Executive Vice President, Scores |
2023 | 500,000 | — | 8,231,522 | — | 375,000 | — | 12,456 | 9,118,978 | |||||||||||||||||||||||||||
|
|
2022 |
|
|
500,000 |
|
|
— |
|
|
7,261,057 |
|
|
— |
|
|
375,000 |
|
|
— |
|
|
11,846 |
|
|
8,147,903 |
| ||||||||||
| (1) | The amounts in the “Stock Awards” column represent the aggregate grant date fair value of each award granted during the fiscal year, computed in accordance with FASB ASC Topic 718, and do not reflect whether the named executive officer has actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |
| (2) | Stock Awards for fiscal 2024 include the grant date fair value of annual time-based RSU awards, PSU awards and MSU awards granted on December 9, 2023, under the 2021 LTIP. |
The PSUs were tied to the achievement of certain performance goals during fiscal 2024, and the named executive officer must be an employee on the vesting dates of December 9th of 2024, 2025 and 2026 in order to realize the earned PSU value. The values included in the table for the PSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. The maximum value of the award on the grant date, assuming the highest level of performance conditions achieved, would be $19,182,534 vs. target of $9,591,267 for Mr. Lansing; $3,836,506 vs. target of $1,918,253 for Mr. Weber; $3,836,506 vs. $1,918,253 for Mr. Deal; $3,836,506 vs. target of $1,918,253 for Mr. Scadina; and $4,605,624 vs. target of $2,302,812 for Mr. Wehmann. The named executive officers earned 200% of their respective target award, resulting in 16,910 units for Mr. Lansing; 3,382 units for Mr. Weber; 3,382 units for Mr. Deal; 3,382 units for Mr. Scadina; and 4,060 units for Mr. Wehmann.
The MSUs granted in fiscal 2024 were tied to the achievement of certain performance goals over three performance periods ending on November 30, 2024, 2025 and 2026. The named executive officers must be employed on the vesting dates of December 9th of 2024, 2025 and 2026 in order to realize the earned MSU value.
Fair Isaac Corporation l 2025 Proxy Statement 61
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| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
The values included in the table for the MSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. The maximum value of the award on the grant date, assuming the highest level of performance conditions achieved, would be $28,257,060 vs. target of $14,128,530 for Mr. Lansing; $5,651,412 vs. target of $2,825,706 for Mr. Weber; $5,651,412 vs. target of $2,825,706 for Mr. Deal; $5,651,412 vs. $2,825,706 for Mr. Scadina; $6,784,368 vs. target of $3,392,184 for Mr. Wehmann. Based on our total stockholder return of 125.78% for fiscal 2024, 200% of the MSUs granted in fiscal 2024 were earned at the conclusion of the first performance period ending on November 30, 2024.
| (3) | The amount in the “Option Awards” column represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the special performance-based retention and leadership continuity award of non-qualified stock options granted to Mr. Lansing on June 5, 2023. None of the named executive officers elected to receive stock options in exchange for a portion of his or her RSU awards in any of the years shown. For information on the assumptions used to calculate the value of the stock options, refer to Note 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |
| (4) | Represents amounts paid in the first quarter of fiscal 2025 based on performance during fiscal 2024 under our Management Incentive Plan. |
| (5) | The amounts shown for fiscal 2024 are detailed in the supplemental table below entitled “All Other Compensation Table.” |
| (6) | As permitted by SEC rules, because fiscal 2023 was Mr. Weber’s first year as a named executive officer, the compensation paid to him prior to fiscal 2023 is not included in the table. |
| (7) | As permitted by SEC rules, because fiscal 2024 was Mr. Deal’s first year as a named executive officer, the compensation paid to him prior to fiscal 2024 is not included in the table. |
All Other Compensation Table
| Elements of All Other Compensation | William Lansing |
Steven Weber |
Richard Deal |
Mark Scadina |
James Wehmann |
|||||||||||||||
| 401(k) Match($)(1) |
13,800 | 14,123 | 13,200 | 13,230 | 13,200 | |||||||||||||||
| Life Insurance Premium($)(2) |
370 | 196 | 196 | 196 | 246 | |||||||||||||||
| Spousal Travel($)(3) |
22,162 | 25,322 | 18,680 | 10,554 | — | |||||||||||||||
| Tax Gross Up($)(4) |
17,967 | 21,226 | 11,955 | 8,993 | — | |||||||||||||||
| Other($)(5) |
6,000 | — | — | — | — | |||||||||||||||
| Total($) |
60,299 | 60,867 | 44,031 | 32,973 | 13,426 | |||||||||||||||
| (1) | Represents the aggregate value of the Company’s cash contribution under the Fair Isaac Corporation 401(k) Plan during fiscal 2024. |
| (2) | Represents the aggregate incremental cost for the named executive officer’s basic life insurance premium, which is offered to all employees at one times current salary. |
| (3) | Represents amounts spent on commercial aircraft of the named executive officers’ spouses who were expected by the Company to attend certain Company events. |
| (4) | Represents gross-up payments to offset imputed income for the cost of spousal travel. Company policy allows gross-ups only for required spousal travel and Company-paid relocation costs, when applicable. |
| (5) | Represents tax preparation fees incurred by Mr. Lansing, as provided in his Letter Agreement. |
Fair Isaac Corporation l 2025 Proxy Statement 62
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
The following table summarizes grants of plan-based compensation awards made during fiscal 2024 to our named executive officers.
|
All Other Awards: Number
|
Grant
| ||||||||||||||||||||||||||||||||||||||||||||||
| Name |
Grant Date |
Estimated Possible Payouts
|
Estimated Future Payouts
| ||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
| ||||||||||||||||||||||||||||||||||||||||||
| William Lansing |
|
|
|
93,750 | 750,000 | 1,875,00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (2) | 8,455 | (2) | 16,910 | (2) |
|
|
|
14,128,530 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (3) | 8,455 | (3) | 16,910 | (3) |
|
|
|
9,591,267 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,455 | (4) | 9,591,267 | ||||||||||||||||||||||||
| Steven Weber |
|
|
|
25,000 | 200,000 | 500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
| |||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (2) | 1,691 | (2) | 3,382 | (2) |
|
|
|
2,825,706 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (3 | 1,691 | (3) | 3,382 | (3) |
|
|
|
1,918,253 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,691 | (4) | 1,918,253 | ||||||||||||||||||||||||
| Richard Deal |
|
|
|
25,000 | 200,000 | 500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (2) | 1,691 | (2) | 3,382 | (2) |
|
|
|
2,825,706 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (3) | 1,691 | (3) | 3,382 | (3) |
|
|
|
1,918,253 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,691 | (4) | 1,918,253 | ||||||||||||||||||||||||
| Mark Scadina |
|
|
|
25,000 | 200,000 | 500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (2) | 1,691 | (2) | 3,382 | (2) |
|
|
|
2,825,706 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (3) | 1,691 | (3) | 3,382 | (3) |
|
|
|
1,918,253 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,691 | (4) | 1,918,253 | ||||||||||||||||||||||||
| James Wehmann |
|
|
|
31,250 | 250,000 | 625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (2) | 2,030 | (2) | 4,060 | (2) |
|
|
|
3,392,184 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
0 | (3) | 2,030 | (3) | 4,060 | (3) |
|
|
|
2,302,812 | ||||||||||||||||||||||||||
|
|
12/09/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,030 | (4) | 2,302,812 | ||||||||||||||||||||||||
| (1) | The amounts shown in these columns represent the estimated threshold (or minimum), target, and maximum possible cash incentive awards for each of the named executive officers. Under our Management Incentive Plan, Mr. Lansing’s target amount is equal to 100% of his base salary and the target amount for each of the other named executive officers is equal to 50% of their base salary. The maximum amount in each case equals 2.5 times the target amount, which would result if the Company Performance Factor was 125% and the Participant Performance Factor was 200%. The threshold amount in each case is 12.50% of the target amount, which would result if the Company Performance Factor achieved the threshold level of performance and the Participant Performance Factor was 0%. Additional detail regarding the determination of cash incentives to executives for fiscal 2024 is included above under “Compensation Discussion and Analysis.” Actual payments are set forth in the “Summary Compensation Table” above. |
| (2) | Amounts shown reflect MSUs that were granted under our 2021 LTIP and are subject to the achievement of specific performance goals related to the Company’s total stockholder return relative to the Russell 3000 Index over performance periods of one, two and three years, approved by the LDCC, with no threshold (or minimum) levels of performance. On December 5, 2024, the LDCC certified that for all named executive officers, 200% of the target awards for the first performance period were earned for that tranche of awards eligible to vest on December 9, 2024. The remaining portion of the target awards may be earned subject to achievement of specific performance goals for the two- and three-year performance periods and then subsequently vest subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP) through December 9, 2025, and December 9, 2026, respectively. These awards do not pay dividend equivalents. |
| (3) | Amounts shown reflect PSUs that were granted under our 2021 LTIP and were subject to the achievement of specific performance goals related to adjusted revenue and adjusted EBITDA metrics approved by the LDCC, with no threshold (or minimum) levels of performance. For all named executive officers, 200% of the target awards were |
Fair Isaac Corporation l 2025 Proxy Statement 63
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| earned, one-third of the earned units vested on December 9, 2024, and the remaining two-thirds are scheduled to vest in two annual installments beginning December 9, 2025 (subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP)). These awards do not pay dividend equivalents. |
| (4) | Reflects RSUs that were granted under our 2021 LTIP which vest in four equal increments on the first four anniversaries of the grant date subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP). These awards do not pay dividend equivalents. |
| (5) | Represents the grant date fair value of each stock option, MSU, PSU, RSU, or Non-Qualified Option, as applicable, computed in accordance with FASB ASC Topic 718. The values included in the table for the MSUs, and PSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. |
Letter Agreements
The Company is a party to Letter Agreements with each of the named executive officers. The material provisions of such Letter Agreements related to the executive officers’ ongoing compensation arrangements are described below.
William Lansing
For each full fiscal year of the Company during the term of his Letter Agreement, Mr. Lansing will be eligible to receive a cash incentive award with a target value equal to 100% of his annual base salary at the rate in effect at the end of such fiscal year, pursuant to the Company’s Management Incentive Plan and the terms and conditions established by the LDCC from time to time.
If Mr. Lansing’s employment is terminated by the Company without Cause or if he voluntarily resigns for Good Reason (both as defined below) prior to the expiration of the term of the Letter Agreement, Mr. Lansing will be entitled to the following severance pay and benefits pursuant to the Letter Agreement: (i) a cash payment in an amount equal to two times the sum of (a) his annual base salary in effect on the last day of his employment (but in no event less than $675,000), plus (b) the annual cash incentive payment last paid to him before the termination of his employment, such cash payment to be made in a lump sum on the 70th day following Mr. Lansing’s separation from service, and (ii) continuation of certain benefits pursuant to COBRA for 18 months. Mr. Lansing’s receipt of severance pay and benefits would be conditioned on his execution of a release of claims against the Company, his compliance with the terms of any agreements in effect between him and the Company, his cooperation in the transition of his duties, and his agreement not to disparage the Company.
Mr. Lansing’s Letter Agreement also provides that the Company will reimburse him annually up to $25,000 related to financial planning and/or personal income tax preparation and accounting services.
Other Named Executive Officers
For each full fiscal year of the Company during the term of each executive officer’s Letter Agreement, the executive officer will be eligible to receive a cash incentive award with a target equal to 50% of his or her annual base salary at the rate in effect at the end of such fiscal year, pursuant to the Company’s Management Incentive Plan and the terms and conditions established by the LDCC from time to time.
If an executive officer’s employment is terminated by the Company without Cause or if he or she voluntarily resigns for Good Reason (both as defined below) prior to the expiration of the term of his or her Letter Agreement, such executive officer will be entitled to the following severance pay and benefits pursuant to the Letter Agreement: (1) a cash payment in an amount equal to one times the sum of (a) his or her annual base salary in effect on the last day of employment, plus (b) the annual cash incentive payment last paid to him or her before the termination of employment, such cash payment to be made in a lump sum on the 70th day following his or her separation from service (subject to certain exceptions), and (2) continuation of certain benefits pursuant to COBRA for 12 months. The executive officer’s receipt of severance pay and benefits would be conditioned on his or her release of claims against the Company, compliance with the terms of any agreements in effect between such executive officer and the Company, his or her cooperation in the transition of his or her duties, and his or her agreement not to disparage the Company.
Definitions
In all of the Letter Agreements, “Cause” generally means a good faith determination by the Company of one or more of the following: (i) commission by the executive officer of a felony, (ii) an intentional act of fraud or material dishonesty connected with the executive officer’s employment with the Company or otherwise likely to cause the Company material harm, (iii) the executive officer’s willful failure or refusal to perform in all material respects his or her duties, or (iv) a material breach by the executive officer of the Company’s policies or codes of conduct or of another written agreement between the Company and the executive officer.
Fair Isaac Corporation l 2025 Proxy Statement 64
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
In Mr. Lansing’s Letter Agreement, “Good Reason” generally means that one of the following conditions occurs without his consent and the Company does not cure the condition after receiving notice of it: (i) a material diminution in Mr. Lansing’s status or position as Chief Executive Officer, (ii) a requirement that Mr. Lansing relocate to an office located more than 50 miles away from his current office location, (iii) a material breach by the Company of the terms of the Letter Agreement, or (iv) a failure by the Company to obtain agreement from any successor to assume the Letter Agreement.
In the other named executive officers’ Letter Agreements, “Good Reason” generally means that one of the following conditions occurs without the executive officer’s consent and the Company does not cure the condition after receiving notice of it: (i) a material reduction in the executive officer’s base salary, (ii) a material reduction in the executive officer’s annual cash incentive target expressed as a percentage of base salary, (iii) a requirement that the executive officer relocate to an office located more than 50 miles away from his or her current office location, (iv) a material breach by the Company of the terms of the Letter Agreement, or (v) a failure by the Company to obtain agreement from any successor to assume the Letter Agreement.
Fair Isaac Corporation l 2025 Proxy Statement 65
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END
The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at September 30, 2024.
| Name |
Stock Awards |
|||||||||||||||||||||||||||||||||||||||||||
| Option Awards
|
Grant |
Number
|
Market
|
Equity
|
Equity
|
|||||||||||||||||||||||||||||||||||||||
| Grant |
Number of |
Number of |
Equity Plan Awards: Number of
|
Option
|
Option |
|||||||||||||||||||||||||||||||||||||||
| William Lansing |
12/10/2018 | 54,095 | — | — | 185.05 | 12/09/2025 | 12/08/2019 | — | — | — | — | |||||||||||||||||||||||||||||||||
| 12/10/2019 | 9,782 | — | — | 354.18 | 12/09/2026 | 12/10/2019 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2020 | 2,549 | (2) | 4,954,032 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 6,241 | (2) | 12,129,508 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2021 | 8,126 | (4) | 15,793,885 | 8,322 | (7) | 16,173,973 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 9,438 | (2) | 18,342,942 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 16,780 | (5) | 32,612,266 | 16,780 | (8) | 32,612,266 | ||||||||||||||||||||||||||||||||
| 06/05/2023 | — | 52,082 | (10) | — | 791.60 | 06/04/2030 | 06/05/2023 | — | — | 9,788 | (11) | 19,023,174 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 8,455 | (2) | 16,432,462 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 16,910 | (6) | 32,864,923 | 4,227 | (9) | 8,215,259 | ||||||||||||||||||||||||||||||||
| Steven Weber |
— | — | — | — | — | — | 12/10/2020 | 164 | (2) | 318,737 | — | — | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 401 | (2) | 779,352 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 449 | (2) | 872,640 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 935 | (3) | 1,817,191 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 01/09/2023 | 1,263 | (2) | 2,454,666 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 05/15/2023 | 2,118 | (2) | 4,116,375 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 1,691 | (2) | 3,286,492 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 3,382 | (2) | 6,572,985 | 845 | (9) | 1,642,274 | ||||||||||||||||||||||||||||||||
| Richard Deal |
— | — | — | — | — | — | 12/10/2020 | 728 | (2) | 1,414,883 | — | — | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 1,783 | (2) | 3,465,296 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 2,322 | (4) | 4,512,853 | 2,378 | (7) | 4,621,691 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 1,869 | (2) | 3,632,439 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 3,324 | (5) | 6,460,260 | 3,324 | (8) | 6,460,260 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 1,691 | (2) | 3,286,492 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 3,382 | (6) | 6,572,985 | 845 | (9) | 1,642,274 | ||||||||||||||||||||||||||||||||
| Mark Scadina |
12/10/2018 | 3,867 | — | — | 185.05 | 12/09/2025 | 12/10/2018 | — | — | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2020 | 728 | (2) | 1,414,883 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 1,783 | (2) | 3,465,296 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2021 | 2,322 | (4) | 4,512,853 | 2,378 | (7) | 4,621,691 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 1,869 | (2) | 3,632,439 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2022 | 3,324 | (5) | 6,460,260 | 3,324 | (8) | 6,460,260 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 1,691 | (2) | 3,286,492 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 3,382 | (6) | 6,572,985 | 845 | (9) | 1,642,274 | ||||||||||||||||||||||||||||||||
| James Wehmann |
— | — | — | — | — | — | 12/10/2020 | 1,092 | (2) | 2,122,324 | — | — | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 2,674 | (2) | 5,196,972 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2021 | 3,482 | (4) | 6,767,337 | 3,566 | (7) | 6,930,592 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2022 | 2,804 | (2) | 5,449,630 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/10/2022 | 4,984 | (5) | 9,686,504 | 4,984 | (8) | 9,686,504 | ||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 2,030 | (2) | 3,945,346 | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12/09/2023 | 4,060 | (6) | 7,890,691 | 1,015 | (9) | 1,972,673 | ||||||||||||||||||||||||||||||||
| (1) | The market value of stock awards that have not vested was determined by multiplying the closing market price of the Company’s common stock on September 30, 2024 ($1,943.52) by the number of stock awards. |
| (2) | These RSUs vest in shares in four equal increments on the first four anniversaries of the grant date, subject to the named executive officer’s continued employment. |
Fair Isaac Corporation l 2025 Proxy Statement 66
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
| (3) | These RSUs vest in shares on the third anniversary of the grant date, subject to Mr. Weber’s continued employment. |
| (4) | These earned PSUs vest in shares in three equal increments on the 10th of December in 2022, 2023, and 2024, subject to the named executive officer’s continued employment. |
| (5) | These earned PSUs vest in shares in three equal increments on the 10th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |
| (6) | These earned PSUs vest in shares in three equal increments on the 9th of December in 2024, 2025, and 2026, subject to the named executive officer’s continued employment. |
| (7) | These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 10th of December in 2022, 2023 and 2024, subject to the named executive officer’s continued employment. |
| (8) | These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 9th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |
| (9) | These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 9th of December in 2024, 2025, and 2026, subject to the named executive officer’s continued employment. |
| (10) | These stock options vest as follows: three-fifths (3/5ths) of the options vest on June 5, 2026; one-fifth (1/5th) of the options vest on June 5, 2027; and the remaining one-fifth (1/5th) of the options vest on June 5, 2028, subject to Mr. Lansing’s continued employment. |
| (11) | These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of three, four, and five years ending May 31 and then vest on the 5th of June in 2026, 2027 and 2028, subject to Mr. Lansing’s continued employment. |
FISCAL 2024 OPTION EXERCISES AND STOCK VESTED
| Option Awards |
Stock Awards | |||||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($)(1) |
Number of Shares Acquired on Vesting (#) |
Value Realized On Vesting ($)(2) | ||||||||||||||||
| William Lansing |
— | — | 67,552 | 76,630,313 | ||||||||||||||||
| Steven Weber |
1,327 | 1,090,728 | 1,861 | 2,286,780 | ||||||||||||||||
| Richard Deal |
— | — | 17,677 | 20,052,612 | ||||||||||||||||
| Mark Scadina |
3,500 | 5,351,945 | 17,677 | 20,052,612 | ||||||||||||||||
| James Wehmann |
— | — | 26,316 | 29,852,607 | ||||||||||||||||
| (1) | Equal to the number of shares acquired on exercise multiplied by the difference between the market price of a share of the Company’s common stock on the date of exercise and the exercise price of the options. |
| (2) | Equal to the number of shares vested multiplied by the closing price of a share of the Company’s common stock on the date of vesting. |
Fair Isaac Corporation l 2025 Proxy Statement 67
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024
| Name | Executive Contributions in Last FY ($)(1) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY ($)(2) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) | ||||||||||||||||||||
| William Lansing |
— | — | 763,774 | — | 2,966,469(3) | ||||||||||||||||||||
| Steven Weber |
237,500 | — | 117,055 | — | 557,956(4) | ||||||||||||||||||||
| Richard Deal |
— | — | — | — | — | ||||||||||||||||||||
| Mark Scadina |
— | — | — | — | — | ||||||||||||||||||||
| James Wehmann |
406,500 | — | 1,077,881 | — | 4,213,526(5) | ||||||||||||||||||||
| (1) | The amount reported in this column has been reported in the fiscal 2024 Summary Compensation Table as part of the individual’s compensation. |
| (2) | The amount reported in this column was not reported in the Summary Compensation Table as part of the individual’s compensation for the most recent fiscal year because none of the earnings are considered to be “above market” or “preferential.” |
| (3) | Of the amount shown in this column, $1,499,999 was previously reported as compensation to Mr. Lansing in the Summary Compensation Table for years prior to fiscal 2024. |
| (4) | Of the amount shown in this column, $143,702 was previously reported as compensation to Mr. Weber in the Summary Compensation Table for years prior to fiscal 2024. |
| (5) | Of the amount shown in this column, $2,282,111 was previously reported as compensation to Mr. Wehmann in the Summary Compensation Table for years prior to fiscal 2024. |
This plan is intended for a select group of employees of the Company who are in the highest salary band. Employees can defer up to 25% of base salary and up to 75% of incentive award compensation into the plan. These elections are irrevocable and stay in place for the entire calendar year. The Company does not make any employer contributions to this plan, and employees are always 100% vested in their contributions. Employees make their own investment election decisions from a select group of investment choices designated by the Company.
Participating employees also make an irrevocable election for distributions from the plan at retirement. If they terminate employment prior to retirement, then participating employees will receive their distribution on the first day of the seventh calendar month following separation from service due to any reason.
Fair Isaac Corporation l 2025 Proxy Statement 68
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The information below describes the compensation that would become payable under existing plans and arrangements if a named executive officer’s employment terminates under certain circumstances or if a change in control of the Company occurs.
Executive Officer Management Agreements
Each of our named executive officers is a party to a Management Agreement, as amended (the “Management Agreement”), with the Company. The Management Agreements are for a fixed term with automatic one-year extensions. Except in the case of Mr. Lansing, if during the term of the Management Agreements a change of control Event occurs, and if the executive officer’s employment is terminated within 60 days before or two years following the Event due to an involuntary termination by the Company without Cause or for Good Reason by the executive (as defined below), the executive will be entitled to the following pay and benefits: (i) a cash payment in an amount equal to one times the sum of (a) his or her annual base salary in effect on the last day of his or her employment, plus (b) the annual cash incentive payment last paid to him or her before the termination of his or her employment, such cash payment to be made in a lump sum on the 70th day following his or her separation from service (subject to certain exceptions), and (ii) continuation of certain benefits pursuant to COBRA for 12 months. In addition, all of such officer’s unvested stock options, restricted stock units and performance share units will vest in full, subject to certain limitations specified in the Management Agreement. The officer’s receipt of these severance amounts is conditioned on the officer’s delivery of a release of claims and agreement not to solicit Company employees for one year following termination of employment.
Mr. Lansing’s Management Agreement provides for the same general non-economic provisions described above. In the case of a qualifying termination of employment in connection with or following a change of control Event, Mr. Lansing’s severance will be in the amount of three times the sum of base salary and the incentive payment for the prior fiscal year, calculated in the same manner described above, and he is entitled to 18 months of continued benefits pursuant to COBRA.
In all of the Management Agreements, an “Event” generally means (i) the acquisition by a person of 30% or more the shares of our Company’s common stock, (ii) continuing directors no longer represent a majority of the members of the Board, (iii) the consummation of a reorganization, merger or consolidation of the Company or a statutory share exchange unless immediately following such transaction, all or substantially all of the persons who were the beneficial owners of the Company’s stock before the transaction own more than 70% of the common stock of the resulting corporation, or (iv) approval by the Company’s stockholders of a complete liquidation or dissolution or the sale of all or substantially all of the Company’s assets unless the sale is made to a corporation more than 70% of whose shares are held by persons who were the beneficial owners of the Company’s stock before the transaction.
In all of the Management Agreements, “Cause” generally means (i) willful and gross neglect by the executive officer of his or her duties, or (ii) a felony committed by the executive officer that is substantially detrimental to the Company.
In all of the Management Agreements, “Good Reason” generally means that one of the following conditions occurs without the executive officer’s consent and the Company does not cure the condition after receiving notice of it: (i) a material reduction in the executive officer’s authority, duty or responsibilities, (ii) a material reduction in the executive officer’s annual base salary or target incentive, (iii) a material reduction in the aggregate benefits the executive officer enjoys under the Company’s wellness and compensatory programs, (iv) a requirement that the executive officer relocate to an office located more than 50 miles away from his or her current office location, or (v) a failure by the Company to obtain agreement from any successor to assume the Letter Agreement.
If an executive officer receives any payment or benefit under his or her management agreement following termination of employment, the executive officer will not be entitled to receive severance benefits under his or her Letter Agreement.
Fair Isaac Corporation l 2025 Proxy Statement 69
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Severance Arrangements
See the description of the named executive officers’ Letter Agreements above for information about severance pay and benefits.
Equity Awards
The 2021 Long-Term Incentive Plan (“2021 LTIP”) and the 2012 Long-Term Incentive Plan (“2012 LTIP”) provide for full vesting of equity awards granted under the plan, including stock options and RSUs, in the event of a recipient’s death or disability. In addition, the award agreements for the stock options and RSUs held by the named executive officers generally provide that the vesting of such awards will continue in accordance with same vesting schedule if the officer has a qualifying retirement, other than the special performance-based retention and leadership continuity option award granted to Mr. Lansing in June 2023.
The award agreements for the PSUs granted to executive officers and outstanding as of September 30, 2024 provide that (i) upon termination of service during the performance period due to death or disability, the target number of units will be deemed to be earned and will vest in full upon such termination, and (ii) upon a change in control during the performance period as a result of which the Company does not survive as an operating company or survives only as a subsidiary of another entity (a “business combination”), the target number of units will be deemed to be earned and will vest in full upon or immediately before, and conditioned upon, the consummation of the business combination. In addition, upon (i) termination of service during the vesting period due to death or disability, all earned units will vest in full upon such termination, or (ii) a business combination during the vesting period, all earned units will vest in full upon or immediately before, and conditioned upon, the consummation of the business combination. Further, units will continue to be earned and vest if the participant has a qualifying retirement.
The award agreements for the MSUs granted to executive officers under the 2021 LTIP provide that upon a change in control in which the Company does not survive as an operating company or only survives as a subsidiary of another entity (i) each performance period is truncated to end on the day of such change in control; (ii) the units earned at the end of each adjusted performance period are calculated with a modified calculation of the relative return factor; (iii) a portion of these adjusted period earned units vest immediately (determined by multiplying the adjusted period earned units by a fraction, the numerator of which is the number of days in the adjusted performance period and the denominator of which is the days in the performance period before adjustment); and (iv) the unvested units after the previous calculation will vest monthly. Furthermore, if the award recipient is terminated for reasons other than Cause all unvested units described in the preceding sentence will vest in full. Except upon an award recipient’s death or disability after the final performance period in the applicable award agreement for an MSU (where only earned units will vest in full), all units will vest in full upon an award recipient’s death or disability. In addition, the units will continue to be earned and vest if the participant has a qualifying retirement, other than the special performance-based retention and leadership continuity MSU award granted to Mr. Lansing in June 2023.
Insurance Benefits
All FICO employees are covered under our Short- and Long-Term Disability Policies. For the first six months of a qualified disability, the employee receives 60% of base salary under the Short-Term Disability Policy. After six months of disability, the employee becomes eligible to receive 50% of base salary (up to a maximum of $10,000 per month) under the Long-Term Disability Policy. These Long-Term Disability payments continue for up to twenty-four months from the commencement of the initial Long-Term Disability period, provided the employee is unable to earn more than 80% of their pre-disability earnings at their own occupation. If, after this twenty-four-month period, the employee is unable to earn more than 80% of their pre-disability earnings at any gainful occupation for which they are reasonably qualified (factoring in training, prior education, and experience), the Long-Term Disability benefit may continue up to age 65. Supplemental disability insurance can also be purchased by employees to increase the percentage of base salary to which they are entitled under the policies.
All employees are also covered by a Company-provided life insurance policy, which provides for the lump sum payment of one times the employee’s base salary in the event of death, or two times base salary in the event of accidental death. Additional amounts may be payable under a Company-provided business travel accident insurance policy.
Fair Isaac Corporation l 2025 Proxy Statement 70
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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Estimated Payments That Would Have Been Made to the Named Executive Officers
The tables below quantify the estimated payments and benefits that would have been provided to our named executive officers in connection with the termination of their employment under the circumstances indicated. The information assumes that the triggering event occurred on September 30, 2024, the last day of fiscal 2024, and the price per share of our common stock is the closing market price on September 30, 2024, the last trading day of fiscal 2024 (which was $1,943.52). Benefits payable under our Short- and Long-Term Disability Policies and Company-provided life insurance policy are not reflected in the following tables.
William Lansing
| Payment or Benefit | Voluntary Termination by NEO ($) |
Termination by Us for Cause ($) |
Termination by Us Without Cause or by NEO with Good Reason ($) |
Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) |
Retirement(7) ($) |
Disability ($) |
Death ($) |
|||||||||||||||
| Value of Cash Severance(1) |
— | — | 3,900,000 | 5,850,000 | — | — | — | |||||||||||||||
| Value of Benefits(2) |
— | — | 27,684 | 27,684 | — | — | — | |||||||||||||||
| Market Value of Accelerated Stock Option Awards(3) |
— | — | — | 59,994,297 | — | 59,994,297 | 59,994,297 | |||||||||||||||
| Market Value of Accelerated RSU Awards(4) |
— | — | — | 51,858,944 | — | 51,858,944 | 51,858,944 | |||||||||||||||
| Market Value of Accelerated PSU Awards(5) |
— | — | — | 81,270,233 | — | 81,270,233 | 81,270,233 | |||||||||||||||
| Market Value of Accelerated MSU Awards(6) |
— | — | — | 78,871,930 | — | 78,871,930 | 78,871,930 | |||||||||||||||
| Total |
— | — | 3,927,684 | 277,873,088 | — | 271,995,404 | 271,995,404 | |||||||||||||||
| (1) | Pursuant to Mr. Lansing’s Letter Agreement, he is entitled to a lump sum payment equal to two times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by him for good reason. Mr. Lansing’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Lansing for good reason within 60 days before or two years following a change in control, except that the lump sum payment is calculated as three times the sum of his base salary plus annual incentive award. |
| (2) | Pursuant to Mr. Lansing’s Letter Agreement, the Company is obligated to provide benefits to Mr. Lansing at existing levels for 18 months post-termination if his employment is terminated by the Company without cause or by Mr. Lansing for good reason. Mr. Lansing’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Lansing for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. |
| (3) | The amounts shown represent the in-the-money value of unexercisable stock options that would immediately become exercisable upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Lansing’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (4) | The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Lansing’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (5) | The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Lansing’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Fair Isaac Corporation l 2025 Proxy Statement 71
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| (6) | The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52 and a relative total shareholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
| (7) | Because Mr. Lansing is eligible for retirement pursuant to the terms of his equity award agreements, the earning and vesting of his equity awards generally would continue on the same schedule after his qualifying retirement, other than the special performance-based retention and leadership continuity MSU and stock option awards he received in June 2023. |
Steven Weber
| Payment or Benefit | Voluntary Termination by NEO ($) |
Termination by Us For Cause ($) |
Termination by Us Without Cause or by NEO with Good Reason ($) |
Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) |
Retirement(7) ($) |
Disability ($) |
Death ($) |
|||||||||||||||
| Value of Cash Severance(1) |
— | — | 675,000 | 675,000 | — | — | — | |||||||||||||||
| Value of Benefits(2) |
— | — | 32,700 | 32,700 | — | — | — | |||||||||||||||
| Market Value of Accelerated Stock Option Awards(3) |
— | — | — | — | — | — | — | |||||||||||||||
| Market Value of Accelerated RSU Awards(4) |
— | — | — | 13,645,453 | — | 13,645,453 | 13,645,453 | |||||||||||||||
| Market Value of Accelerated PSU Awards(5) |
— | — | — | 6,572,985 | — | 6,572,985 | 6,572,985 | |||||||||||||||
| Market Value of Accelerated MSU Awards(6) |
— | — | — | 3,286,492 | — | 3,286,492 | 3,286,492 | |||||||||||||||
| Total |
— | — | 707,700 | 24,212,630 | — | 23,504,930 | 23,504,930 | |||||||||||||||
| (1) | Pursuant to Mr. Weber’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Weber for good reason. Mr. Weber’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Weber for good reason within 60 days before or two years following a change in control. |
| (2) | Pursuant to Mr. Weber’s Letter Agreement, the Company is obligated to provide benefits to Mr. Weber at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Weber for good reason. Mr. Weber’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Weber for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. |
| (3) | Mr. Weber currently does not have any stock options that would accelerate. |
| (4) | The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Weber’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (5) | The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Weber’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Fair Isaac Corporation l 2025 Proxy Statement 72
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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| (6) | The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52 and a relative total shareholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
| (7) | Mr. Weber is eligible for retirement pursuant to the terms of his equity award agreements for awards granted prior to May 15, 2023, and therefore the earning and vesting of those equity awards generally would continue on the same schedule after his qualifying retirement. For awards made on or after this date, Mr. Weber is currently not retirement eligible. |
Richard Deal
| Payment or Benefit | Voluntary Termination by NEO ($) |
Termination by Us For Cause ($) |
Termination by Us Without Cause or by NEO with Good Reason ($) |
Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) |
Retirement ($) |
Disability ($) |
Death ($) |
|||||||||||||||
| Value of Cash Severance(1) |
— | — | 675,000 | 675,000 | — | — | — | |||||||||||||||
| Value of Benefits(2) |
— | — | 25,332 | 25,332 | — | — | — | |||||||||||||||
| Market Value of Accelerated Stock Option Awards(3) |
— | — | — | — | — | — | — | |||||||||||||||
| Market Value of Accelerated RSU Awards(4) |
— | — | — | 11,799,110 | — | 11,799,110 | 11,799,110 | |||||||||||||||
| Market Value of Accelerated PSU Awards(5) |
— | — | — | 17,546,098 | — | 17,546,098 | 17,546,098 | |||||||||||||||
| Market Value of Accelerated MSU Awards(6) |
— | — | — | 8,827,467 | — | 8,827,467 | 8,827,467 | |||||||||||||||
| Total |
— | — | 700,332 | 38,873,007 | — | 38,172,675 | 38,172,675 | |||||||||||||||
| (1) | Pursuant to Mr. Deal’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Deal for good reason. Mr. Deal’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Deal for good reason within 60 days before or two years following a change in control. |
| (2) | Pursuant to Mr. Deal’s Letter Agreement, the Company is obligated to provide benefits to Mr. Deal at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Deal for good reason. Mr. Deal’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Deal for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. |
| (3) | Mr. Deal currently does not have any stock options that would accelerate. |
| (4) | The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Deal’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (5) | The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Deal’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Fair Isaac Corporation l 2025 Proxy Statement 73
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
||||||||||
| (6) | The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52 and a relative total shareholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Mark Scadina
| Payment or Benefit | Voluntary Termination by NEO ($) |
Termination by Us For Cause ($) |
Termination by Us Without Cause or by NEO with Good Reason ($) |
Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) |
Retirement ($) |
Disability ($) |
Death ($) |
|||||||||||||||
| Value of Cash Severance(1) |
— | — | 700,000 | 700,000 | — | — | — | |||||||||||||||
| Value of Benefits(2) |
— | — | 25,332 | 25,332 | — | — | — | |||||||||||||||
| Market Value of Accelerated Stock Option Awards(3) |
— | — | — | — | — | — | — | |||||||||||||||
| Market Value of Accelerated RSU Awards(4) |
— | — | — | 11,799,110 | — | 11,799,110 | 11,799,110 | |||||||||||||||
| Market Value of Accelerated PSU Awards(5) |
— | — | — | 17,546,098 | — | 17,546,098 | 17,546,098 | |||||||||||||||
| Market Value of Accelerated MSU Awards(6) |
— | — | — | 8,827,467 | — | 8,827,467 | 8,827,467 | |||||||||||||||
| Total |
— | — | 725,332 | 38,898,007 | — | 38,172,675 | 38,172,675 | |||||||||||||||
| (1) | Pursuant to Mr. Scadina’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Scadina for good reason. Mr. Scadina’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Scadina for good reason within 60 days before or two years following a change in control. |
| (2) | Pursuant to Mr. Scadina’s Letter Agreement, the Company is obligated to provide benefits to Mr. Scadina at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Scadina for good reason. Mr. Scadina’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Scadina for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. |
| (3) | Mr. Scadina currently does not have any stock options that would accelerate. |
| (4) | The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Scadina’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (5) | The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Scadina’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
| (6) | The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52 and a relative total shareholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Fair Isaac Corporation l 2025 Proxy Statement 74
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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James Wehmann
| Payment or Benefit | Voluntary Termination by NEO ($) |
Termination by Us For Cause ($) |
Termination by Us Without Cause or by the NEO with Good Reason ($) |
Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) |
Retirement ($) |
Disability ($) |
Death ($) |
|||||||||||||||
| Value of Cash Severance(1) |
— | — | 875,000 | 875,000 | — | — | — | |||||||||||||||
| Value of Benefits(2) |
— | — | 32,604 | 32,604 | — | — | — | |||||||||||||||
| Market Value of Accelerated Stock Option Awards(3) |
— | — | — | — | — | — | — | |||||||||||||||
| Market Value of Accelerated RSU Awards(4) |
— | — | — | 16,714,272 | — | 16,714,272 | 16,714,272 | |||||||||||||||
| Market Value of Accelerated PSU Awards(5) |
— | — | — | 24,344,532 | — | 24,344,532 | 24,344,532 | |||||||||||||||
| Market Value of Accelerated MSU Awards(6) |
— | — | — | 12,253,894 | — | 12,253,894 | 12,253,894 | |||||||||||||||
| Total |
— | — | 907,604 | 54,220,302 | — | 53,312,698 | 53,312,698 | |||||||||||||||
| (1) | Pursuant to Mr. Wehmann’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Wehmann for good reason. Mr. Wehmann’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Wehmann for good reason within 60 days before or two years following a change in control. |
| (2) | Pursuant to Mr. Wehmann’s Letter Agreement, the Company is obligated to provide benefits to Mr. Wehmann at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Wehmann for good reason. Mr. Wehmann’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Wehmann for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. |
| (3) | Mr. Wehmann currently does not have any stock options that would accelerate. |
| (4) | The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Wehmann’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |
| (5) | The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Wehmann’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
| (6) | The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52 and a relative total stockholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and the terms of the equity award provides for such acceleration upon death or disability. |
Fair Isaac Corporation l 2025 Proxy Statement 75
Table of Contents
| Proxy Summary |
Board of Directors |
Corporate Governance |
Executive Compensation
|
Audit Committee Matters |
Stock Ownership |
Other Matters |
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EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of to be |
Weighted Average |
Number of Securities Available | ||||||||||||
| Equity compensation plans approved by security holders |
598,914 | (1) | 290.7550 | (2) | 5,274,484 | (3) | |||||||||
| Equity compensation plans not approved by security holders |
— | — | — | ||||||||||||
| Total |
598,914 | (1) | 290.7550 | (2) | 5,274,484 | (3) | |||||||||
| (1) | This amount represents the shares of Company common stock that may be issued upon the exercise of stock options or the vesting of RSUs, PSUs and MSUs granted under the 2012 LTIP and the 2021 LTIP that were outstanding as of September 30, 2024. The number of shares related to unearned PSUs and MSUs are assumed to be earned at the target award level. In the event that the unearned PSUs and MSUs are earned out at the maximum award level, an additional 166,864 shares would be issuable. |
| (2) | The weighted-average exercise price set forth in this column is calculated excluding outstanding RSU, PSU, and MSU awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards. |
| (3) | This amount includes (a) 4,435,309 shares available for future issuance under the 2021 LTIP as of September 30, 2024 (assuming that unearned PSUs and MSUs are earned at the maximum award level) and (b) 839,175 shares available for issuance under the Company’s 2019 Employee Stock Purchase Plan (“ESPP”) as of September 30, 2024. |
Fair Isaac Corporation l 2025 Proxy Statement 76
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Corporate Governance |
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CEO PAY RATIO
As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees and the annual total compensation of our Chief Executive Officer, William Lansing (our “CEO”).
For fiscal 2024:
| • | the median of the annual total compensation of all our employees, other than our CEO, was $98,934; |
| • | the annual total compensation of our CEO, as disclosed in the Fiscal 2024 Summary Compensation Table, was $35,321,363; and |
| • | the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 357 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. |
We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology:
| • | In determining our employee population, we considered 3,590 individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on August 31, 2024, whether employed on a full-time, part-time, seasonal, or temporary basis. We did not include any contractors or other non-employee workers in our employee population. |
| • | To identify our median employee, we chose to use a consistently applied compensation measure, which we selected as annual base salary rate plus target annual bonus and actual sales incentive commissions paid and the grant-date fair value of long-term incentives granted for the 12-month period ending August 31, 2024. For simplicity with respect to part-time employees, we calculated annual base salary rate by multiplying the full-time equivalent annual base salary rate times a factor representing the percentage of full-time schedule regularly worked as of August 31, 2024. |
| • | For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on August 31, 2024. |
| • | For permanent employees hired during fiscal 2024, we annualized their salary or base pay as if they had been employed for the entire 12-month measurement period. We did not make any cost-of-living adjustment. |
Using this methodology, we identified the individual at the median of our employee population, who was a Solution Engineering Director based in Bangalore, India. We then calculated the annual total compensation for this individual using the same methodology we used to calculate the amount reported for our CEO in the “Total” column of the Fiscal 2024 Summary Compensation Table as set forth in this proxy statement.
Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. As explained by the SEC when it adopted Item 402(u), the rule was not designed to facilitate comparisons of pay ratios among different companies, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
Fair Isaac Corporation l 2025 Proxy Statement 77
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Corporate Governance |
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Audit Committee Matters |
Stock Ownership |
Other Matters |
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Fiscal Year |
Summary Compensation Table Total for PEO (1&2) ($) |
Compensation Actually Paid to PEO (1&3) ($) |
Average Summary Compensation Table Total for Non-PEO NEOs (1&2) ($) |
Average Compensation Actually Paid to Non-PEO NEOs ($) (1&3) |
Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (4) |
Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($) (4) |
Net Income ($ millions) (5) |
TSR Relative to Russell 3000 TSR (6) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||||||||||
2023 |
||||||||||||||||||||||||||||||||
2022 |
||||||||||||||||||||||||||||||||
2021 |
- |
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(1) |
NEOs included in these columns reflect the following: |
Year |
PEO |
Non-PEO NEOs | ||
2024 |
Mr. Weber, Mr. Deal, Mr. Scadina, and Mr. Wehmann | |||
2023 |
Mr. Lansing |
Mr. Weber, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. McLaughlin | ||
2022 |
Mr. Lansing |
Mr. McLaughlin, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. Moldt | ||
2021 |
Mr. Lansing |
Mr. McLaughlin, Ms. Covert, Mr. Wehmann, and Mr. Moldt | ||
(2) |
Amounts reflect the total compensation for our PEO, and the average total compensation of our Non-PEO NEOs, as reported in the Summary Compensation Table for each applicable fiscal year. |
(3) |
The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) and do not reflect compensation actually earned, realized or received by the Company’s PEO and Non-PEO NEOs. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the fiscal years displayed in the tables below. For MSUs with a relative total shareholder return (“TSR”) metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate the fair value of the awards at grant under U.S. GAAP. The range of estimates used in the Monte Carlo calculations are as follows: |
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Corporate Governance |
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Other Matters |
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PEO |
||||||||||||||||
| |
Fiscal 2024 ($) |
Fiscal 2023 ($) |
Fiscal 2022 ($) |
Fiscal 2021 ($) |
||||||||||||
Summary Compensation Table Total for PEO |
||||||||||||||||
Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
( |
( |
( |
( |
||||||||||||
Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
— | ( |
— | — | ||||||||||||
Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
||||||||||||||||
Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year |
— | — | — | — | ||||||||||||
Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
( |
|||||||||||||||
Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
||||||||||||||||
Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
— | — | — | — | ||||||||||||
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
— | — | — | — | ||||||||||||
Compensation Actually Paid for PEO |
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Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters |
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NON-PEO NEOS |
||||||||||||||||
Fiscal 2024 ($) |
Fiscal 2023 ($) |
Fiscal 2022 ($) |
Fiscal 2021 ($) |
|||||||||||||
Average of Summary Compensation Table Total for Non-PEO NEOs |
||||||||||||||||
Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
( |
( |
( |
( |
||||||||||||
Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
— | — | — | — | ||||||||||||
Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
||||||||||||||||
Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
— | — | — | — | ||||||||||||
Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
( |
|||||||||||||||
Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
||||||||||||||||
Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
— | ( |
— | — | ||||||||||||
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
— | — | — | — | ||||||||||||
Average Compensation Actually Paid for Non-PEO NEOs |
||||||||||||||||
(4) |
10-K for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation S-K. |
(5) |
Amounts reflect our net income as reported in our audited financial statements for the applicable fiscal year. |
(6) |
Reflects relative TSR vs. the Russell 3000 Index. We determined relative TSR to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance to “Compensation Actually Paid” to our PEO and Non-PEO NEOs in fiscal 2024. Relative TSR is the financial metric used in our MSU awards. This performance measure may not have been the most important financial performance measure in past years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relative TSR is equal to FICO TSR over each one-year period less the TSR of the Russell 3000 Index. |
Proxy Summary |
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Corporate Governance |
Executive Compensation |
Audit Committee Matters |
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Proxy Summary |
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Proxy Summary |
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One-year TSR relative to Russell 3000 Index |
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| PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm |
|
The Board recommends a vote FOR this proposal | ||
It is the responsibility of the Audit Committee to select and retain independent auditors. Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent auditors for the Company’s fiscal year ending September 30, 2025. Although stockholder ratification of the Audit Committee’s selection of independent auditors is not required by our Bylaws or otherwise, we are submitting the selection of Deloitte for stockholder ratification so that our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select different independent auditors for the Company.
Representatives of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement and respond to questions from stockholders present at the meeting.
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by the Company’s independent registered public accounting firm for the fiscal years ended September 30, 2024 and September 30, 2023, for the audit of our annual financial statements and fees for other services rendered by the firm during those respective periods.
| 2024 | 2023 | |||||||||
| Audit Fees |
$ | 3,242,000 | $ | 3,325,000 | ||||||
| Audit-Related Fees |
383,000 | 366,000 | ||||||||
| Tax Fees |
103,000 | 163,000 | ||||||||
| All Other Fees |
2,000 | 2,000 | ||||||||
|
|
|
|
|
|||||||
| Total |
$ | 3,730,000 | $ | 3,856,000 | ||||||
Audit Fees. Audit fees consisted of fees for services rendered in connection with the annual audit of our consolidated financial statements, quarterly reviews of financial statements included in our quarterly reports on Form 10-Q, and the audit of internal control over financial reporting. Audit fees also consisted of services provided in connection with statutory audits, consultation on accounting matters and SEC registration statement services.
Audit-Related Fees. Audit-related fees consisted principally of fees for financial and non-financial attestation services (Service Organization Control), debt offering, customer compliance audits and audits of financial statements of employee benefit plans.
Tax Fees. Tax services consisted of fees for tax consultation and tax compliance services.
All Other Fees. All other fees consisted of fees for access to an online library of accounting and financial reporting literature.
Our Audit Committee considers whether the provision of services other than for audit fees is compatible with maintaining our independent auditor’s independence, and has determined that these services for fiscal 2024 and 2023 were compatible. The services described above were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act.
Fair Isaac Corporation l 2025 Proxy Statement 84
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Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Auditors
Our Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding preapproval of all audit and permitted non-audit services provided by the independent auditors. On an ongoing basis, management communicates specific projects and categories of service for which it requests the advance approval of the Audit Committee. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The Audit Committee may also delegate the ability to preapprove audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that any such preapprovals are reported on at the next Audit Committee meeting.
Fair Isaac Corporation l 2025 Proxy Statement 85
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee selects and retains an independent registered public accounting firm as the Company’s independent auditor and assists the Board in overseeing (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditor, and (4) the compliance by the Company with legal and regulatory requirements related to financial affairs and reporting. The Board of Directors has adopted a written charter for the Audit Committee that addresses the responsibilities of the Audit Committee. This charter is available on the “Investors” page of our website at www.fico.com.
While the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable legal and other requirements. These are the responsibilities of management and the independent auditor. Additionally, in performing its oversight function, the Audit Committee necessarily relies on the work and assurances of, and information provided by, management and the independent auditor.
Deloitte & Touche LLP (“Deloitte”) served as the Company’s independent auditor for the fiscal year ended September 30, 2024. In fiscal 2024, the Audit Committee met and held discussions with management and Deloitte on numerous occasions. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and Deloitte the Company’s quarterly consolidated financial statements prior to the filing of each Quarterly Report on Form 10-Q and the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Audit Committee discussed with Deloitte matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. Deloitte also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Deloitte the firm’s independence and tenure.
Based upon the Audit Committee’s discussions with management and the independent auditor, and the Audit Committee’s review of the representations of management and the report of the independent auditor to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC.
Submitted by the Audit Committee:
David A. Rey, Chair
James D. Kirsner
Marc F. McMorris
H. Tayloe Stansbury
Fair Isaac Corporation l 2025 Proxy Statement 86
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Certain Relationships and Related Persons Transactions
We maintain a written policy for the approval of any related person transactions. A “Related Person,” for purposes of our policy, means:
| • | Any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee for director; |
| • | Any person known to be the beneficial owner of more than 5% of our common stock; or |
| • | Any immediate family member of the foregoing persons. |
“Immediate family members” include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and any other person (other than a tenant or employee) sharing the household of one of these individuals.
Under the Related Persons Transaction Policy, any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) is or will be a participant and in which a Related Person has a direct or indirect interest (a “Related Persons Transaction”) must be reviewed by the Audit Committee, except that the following transactions, arrangements or relationships are exempt under the policy:
| • | Payment of compensation by the Company to a director or executive officer of the Company for such person’s service to the Company in that capacity; |
| • | Transactions available to all employees or all stockholders of the Company on the same terms; and |
| • | Transactions that, when aggregated with the amount of all other transactions between the Company and the Related Person or any entity in which the Related Person has an interest, involve less than $120,000 in a fiscal year. |
In determining whether to approve a Related Persons Transaction, the Audit Committee will consider the following:
| • | Whether the terms are fair to the Company; |
| • | Whether the transaction is material to the Company; |
| • | The importance of the Related Persons Transaction to the Related Person; |
| • | The role the Related Person has played in arranging the Related Persons Transaction; |
| • | The structure of the Related Persons Transaction; and |
| • | The interests of all Related Persons in the Related Persons Transaction. |
We will only enter into a Related Persons Transaction if the Audit Committee determines that the Related Persons Transaction is not inconsistent with the interests of the Company and its stockholders, the Related Persons Transaction is beneficial to the Company, and the terms of the Related Persons Transaction are fair to the Company. No Related Persons Transactions occurred during fiscal 2024.
Fair Isaac Corporation l 2025 Proxy Statement 87
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as otherwise indicated, the following table and accompanying footnotes show information regarding the beneficial ownership of our common stock as of November 29, 2024 by:
| • | each person who is known by us to own beneficially more than 5% of our common stock; |
| • | each current director and nominee for director; |
| • | each named executive officer; and |
| • | all directors and executive officers as a group. |
As of the dates indicated in footnotes (3) and (4) below, publicly available information indicated that certain stockholders were beneficial owners of more than 5% of the outstanding shares of our common stock. The information in the table below is as reported in their filings with the U.S. Securities and Exchange Commission (“SEC”). The percentages noted in the table are as provided by such beneficial owners as of the date of their filing and not as of November 29, 2024. Based on a review of such SEC filings, we are not aware of any other beneficial owner of more than five percent of our common stock.
Shares of common stock underlying options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Similarly, shares of common stock underlying RSUs, PSUs or MSUs that vest within 60 days are considered outstanding and beneficially owned by the person holding the RSUs, PSUs or MSUs for the purposes of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. As of November 29, 2024, 24,348,104 shares of common stock were outstanding.
| Directors, Director Nominees, Named Executive Officers, Executive Officers and 5% Stockholders |
Beneficial Ownership(1) | |||||||||
|
Number |
Percent(2) | |||||||||
| Vanguard Group, Inc. (3) |
2,820,512 | 11.41% | ||||||||
| BlackRock, Inc. (4) |
2,479,028 | 10.20% | ||||||||
| William Lansing(5) |
471,693 | 1.93% | ||||||||
| Mark Scadina(6) |
121,813 | * | ||||||||
| James Wehmann(7) |
67,507 | * | ||||||||
| Richard Deal(8) |
62,260 | * | ||||||||
| Joanna Rees(9) |
27,567 | * | ||||||||
| Braden R. Kelly(10) |
15,342 | * | ||||||||
| James D. Kirsner(11) |
13,717 | * | ||||||||
| Eva Manolis (12) |
6,911 | * | ||||||||
| David A. Rey (13) |
6,711 | * | ||||||||
| Fabiola R. Arredondo (14) |
5,495 | * | ||||||||
| Steven Weber (15) |
4,190 | * | ||||||||
| Marc F. McMorris(16) |
3,412 | * | ||||||||
| H. Tayloe Stansbury |
92 | * | ||||||||
| All current directors, nominees and executive officers as a group (16 persons)(17) |
850,791 | 3.46% | ||||||||
| * | Represents holdings of less than 1%. |
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| (1) | To the Company’s knowledge, the persons named in the table have sole voting and sole dispositive power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. |
| (2) | If the named person holds stock options exercisable on or prior to January 28, 2025, or RSUs, PSUs or MSUs that will vest on or prior to January 28, 2025, the shares underlying those options, RSUs, PSUs and MSUs are included in the number for such person. Shares deemed issued to a holder of stock options, RSUs, PSUs or MSUs pursuant to the preceding sentence are not deemed issued and outstanding for purposes of the percentage calculation with respect to any other stockholder. |
| (3) | Information as to this person (including affiliated entities) is based on the Schedule 13G/A filed by this person on February 13, 2024. The Vanguard Group has shared voting power as to 32,947 shares, sole dispositive power as to 2,714,660 shares and shared dispositive power as to 105,852 shares. |
| (4) | Information as to this person is based on the Schedule 13G/A filed by this person on December 6, 2024. BlackRock, Inc. has sole voting power as to 2,265,843 shares and sole dispositive power as to 2,479,028 shares. |
| (5) | Includes options to purchase 63,877 shares, RSUs representing 10,930 shares, PSUs representing 22,154 shares and MSUs representing 22,350 shares. The Lansing Revocable Trust holds 322,882 shares. |
| (6) | Includes options to purchase 3,867 shares, RSUs representing 2,666 shares, PSUs representing 5,112 shares and MSUs representing 5,168 shares. The Scadina Revocable Trust holds 85,081 shares. |
| (7) | Includes RSUs representing 3,872 shares, PSUs representing 7,328 shares and MSUs representing 7,412 shares. |
| (8) | Includes RSUs representing 2,666 shares, PSUs representing 5,112 shares and MSUs representing 5,168 shares. The Richard S. Deal Revocable Trust holds 49,314 shares. |
| (9) | Includes options to purchase 7,449 shares. The John Hamm and Joanna Rees Trust holds 20,118 shares. |
| (10) | Includes options to purchase 5,810 shares. |
| (11) | Includes options to purchase 715 shares. The Kirsner Family Trust holds 13,002 shares. |
| (12) | Includes options to purchase 6,567 shares. |
| (13) | Includes options to purchase 5,034 shares. |
| (14) | Includes options to purchase 3,567 shares. |
| (15) | Includes RSUs representing 1,359 shares, PSUs representing 1,128 shares and MSUs representing 1,128 shares. |
| (16) | Includes RSUs representing 3,170 shares. |
| (17) | Reflects all options, RSUs, PSUs, MSUs and shares held directly and indirectly by individuals or entities listed in the table, referenced in footnotes 5 through 16 above, plus additional options to purchase 8,667 shares, RSUs representing 2,875 shares, PSUs representing 5,036 shares and MSUs representing 5,092 shares held by executive officers who are not individually listed in this table. |
Fair Isaac Corporation l 2025 Proxy Statement 89
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why did I receive this proxy statement?
The Board of Directors is soliciting your proxy to vote at the Annual Meeting to be held on March 5, 2025, because you were a stockholder of Fair Isaac Corporation at the close of business on January 6, 2025, the record date, and are entitled to vote at the meeting.
This proxy statement, the proxy card and the Annual Report (collectively, the “Proxy Material”) are being mailed to stockholders beginning on or about January 27, 2025. The proxy statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the “stockholder of record” with respect to those shares. We sent the Proxy Material directly to you. You have the right to vote these shares directly.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. In this case, the Proxy Material has been forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or the internet.
What am I voting on and how does the Board recommend that I vote?
| 1. | Election of eight directors: Braden R. Kelly, Fabiola R. Arredondo, William J. Lansing, Eva Manolis, Marc F. McMorris, Joanna Rees, David A. Rey, and H. Tayloe Stansbury; |
| 2. | Approval of the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement; |
| 3. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025; and |
| 4. | Any other such business as may properly come before the meeting or any adjournment thereof. |
The Board recommends a vote FOR each of the nominees to the Board of Directors, FOR the approval of the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement, and FOR the ratification of Deloitte’s appointment as independent registered public accounting firm for the fiscal year ending September 30, 2025.
What is the voting requirement to elect the directors (Proposal 1)?
To be elected, the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company requires that all nominees submit an irrevocable letter of resignation as a condition to being named as a nominee, which resignation will be effective if (i) the nominee fails to receive a sufficient number of votes to be elected and (ii) the Board accepts such resignation. Cumulative voting for the election of directors is not permitted. Abstentions will not be counted “FOR” or “AGAINST” a nominee. Your broker or other nominee does not have discretionary authority to vote your shares on the election of directors, so any shares you hold in street name will not be cast if your broker, bank, trust or other nominee does not receive voting instructions from you. Therefore, broker non-votes will be counted toward the presence of a quorum but will not be counted “FOR” or “AGAINST” a nominee. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters
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What is the voting requirement for advisory approval of the named executive officer compensation as disclosed in this proxy statement (Proposal 2)?
The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary for advisory approval of the named executive officer compensation as disclosed in this proxy statement. Because your vote on executive compensation is advisory, it will not be binding upon the Company or the Board of Directors. However, the LDCC will take into account the outcome of the vote when considering future executive officer compensation programs. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does not have discretionary authority to vote your shares on compensation-related proposals, so any shares you hold in street name will not be cast if your broker, bank, trust or other nominee does not receive voting instructions from you. Therefore, broker non-votes will be counted toward the presence of a quorum but will not be counted “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.
What is the voting requirement to ratify the appointment of Deloitte (Proposal 3)?
The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending September 30, 2025. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does have discretionary authority to vote your shares on Proposal 3, even if the broker or other nominee does not receive voting instructions from you. Therefore, we do not expect any broker non-votes with respect to Proposal 3. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.
What if other business is properly brought before the Annual Meeting for stockholder action?
The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters are properly brought before the Annual Meeting, the persons named as proxies in the accompanying proxy card will have discretion with respect to how to vote the shares represented by them.
How many votes do I have?
You are entitled to one vote for each share of common stock that you hold for each nominee for director and for each other matter presented for a vote at the Annual Meeting. There is no cumulative voting.
How do I vote my shares?
If you are a stockholder of record, you may vote by proxy prior to the Annual Meeting by marking, signing, dating and returning the proxy card, or by following the internet or telephone voting instructions on the proxy card. You many also attend the Annual Meeting and vote in person.
If you are a beneficial owner of shares held in street name, may vote by proxy prior to the Annual Meeting by following the instructions you receive from the broker, bank or nominee that is considered the stockholder of record with respect to those shares. If you would like to vote at the Annual Meeting, must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the meeting.
What can I do if I change my mind after I vote my shares?
If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:
| • | Sending written notice of revocation to the Corporate Secretary of FICO, 181 Metro Drive, Suite 700, San Jose, California 95110; |
| • | Submitting a new proxy by telephone, internet or paper ballot after the date of the revoked proxy; or |
| • | Attending the Annual Meeting and voting in person. |
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters
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If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.
Who will count the vote?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.
Is my vote confidential?
Any proxy, ballot or other voting material that identifies the particular vote of a stockholder and contains the stockholder’s request for confidential treatment will be kept confidential, except in the event of a contested proxy solicitation or as may be required by law. We may be informed whether or not a particular stockholder has voted and will have access to any comment written on a proxy, ballot or other material and to the identity of the commenting stockholder. The inspector of election will be an independent third party not under our control.
What constitutes a quorum?
As of the record date, 24,442,840 shares of FICO common stock were issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum. Abstentions and broker non-votes will be counted in determining if there is a quorum.
Who can attend the Annual Meeting?
All stockholders as of the record date may attend the Annual Meeting but must have an admission ticket. If you are a stockholder of record, the ticket attached to the proxy card will admit you. If you are a beneficial owner, you may request a ticket by writing to the Corporate Secretary, 181 Metro Drive, Suite 700, San Jose, California 95110. You must provide evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee. Stockholders who arrive at the Annual Meeting without an admission ticket will be required to present identification matching the corresponding stockholder account name at the registration table located outside the meeting room. If you are a stockholder whose shares are held by a bank, broker or other nominee, you will be asked to certify to such ownership at the registration table prior to the Annual Meeting.
What are FICO’s costs associated with this proxy solicitation?
We have hired Innisfree M&A Incorporated to assist in the solicitation of votes for $20,000 plus reasonable out-of-pocket expenses. FICO employees, officers and directors may also solicit proxies. We will bear the expense of preparing, printing and mailing the Proxy Material, and reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of common stock.
How can I obtain the Company’s corporate governance information?
The following FICO corporate governance documents are available on the “Investors” page of our website at www.fico.com and are also available in print and free of charge to any stockholder who requests them:
| • | Corporate Governance Guidelines; |
| • | Board Committee Charters — Audit Committee; Governance, Nominating and Executive Committee; and Leadership Development and Compensation Committee; |
| • | Code of Business Conduct and Ethics; |
| • | Code of Ethics for Senior Financial Management; and |
| • | Director Independence Criteria. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, MARCH 5, 2025: The Proxy Material is located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters
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OTHER INFORMATION
Stockholder Communications with Directors
Stockholders and other interested parties may communicate with non-employee directors by sending written communications to the Board of Directors or specified individual directors by addressing their communications to the Corporate Secretary, Fair Isaac Corporation, 181 Metro Drive, Suite 700, San Jose, California 95110. The communications will be collected by the Corporate Secretary and delivered, in the form received, to the presiding director, or, if so addressed, to a specified director.
Stockholder Proposals and Nominations of Directors
Under the SEC rules, if a stockholder wants us to include a proposal in our proxy statement and proxy card for our 2026 annual meeting of stockholders, the proposal must be received by our Corporate Secretary, 5 West Mendenhall, Suite 105, Bozeman, Montana 59715, no later than 5:00 P.M. local time on September 29, 2025, to be considered for inclusion in the proxy statement and proxy card for that meeting. Stockholder communications to the Board, including any such communications relating to director nominees, may also be addressed to our Corporate Secretary at that address.
In order for business, other than a stockholder proposal included in our proxy statement and proxy card, to be properly brought by a stockholder before the 2026 annual meeting, the stockholder must give timely written notice thereof to the Corporate Secretary and must otherwise comply with our Bylaws. Our Bylaws provide that, to be timely, a stockholder’s notice must be received by our Corporate Secretary at our principal executive offices no fewer than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting. In the case of an annual meeting which is held more than 25 days before or after such anniversary date, in order for notice by the stockholder to be considered timely, it must be received no later than the close of business on the 10th day following the date of the first public announcement of the date of the annual meeting.
In addition to satisfying the foregoing requirements, in order to comply with the universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees for election at the 2026 annual meeting, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 5, 2026.
Householding
We may deliver just one proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. This practice, which is commonly referred to as “householding,” is permitted by Rule 14a-3(e)(1) under the Exchange Act. It helps to reduce costs, clutter and paper waste for us and our stockholders.
However, we will promptly deliver a separate copy if requested by any stockholder at a shared address subject to householding. Requests for additional copies of this proxy statement should be directed in writing to Broadridge Financial Solutions, Inc., Attn. Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at 1-866-540-7095.
In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy of any future proxy materials by contacting the Corporate Secretary at 181 Metro Drive, Suite 700, San Jose, California 95110 (if your shares are registered in your own name) or your bank, broker or other nominee (if your shares are registered in their name).
Internet Access to Proxy Materials
The proxy materials are located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.
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Board of Directors |
Corporate Governance |
Executive Compensation |
Audit Committee Matters |
Stock Ownership |
Other Matters
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Requesting a Copy of the Company’s Annual Report on Form 10-K
We will mail without charge, upon written request, a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, including the consolidated financial statements, schedules and list of exhibits and any particular exhibit specifically requested. Requests should be sent to: Fair Isaac Corporation, 181 Metro Drive, Suite 700, San Jose, California 95110, Attn: Investor Relations. The Annual Report on Form 10-K is also available on the “Investors” page of our website at www.fico.com.
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APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA is referenced in the proxy statement to which this Appendix A is attached, and means GAAP net income, adjusted for certain items, as set forth in the reconciliation below. Adjusted EBITDA is a non-GAAP financial measure and is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company’s definition of this measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.
The following table contains a reconciliation of net income to Adjusted EBITDA for the fiscal years ended September 30, 2024 and 2023:
| (in thousands) | Year Ended September 30, 2024 |
Year Ended September 30, 2023 | ||||||||
| GAAP net income |
$ | 512,811 | $ | 429,375 | ||||||
| Adjustments: |
|
|
|
|
|
| ||||
| Interest expense, net |
105,638 | 95,546 | ||||||||
| Provision for income taxes |
129,214 | 124,248 | ||||||||
| Other expense (income), net(1) |
(3,310) | (1,416) | ||||||||
| Amortization of intangible assets |
917 | 1,100 | ||||||||
| Depreciation |
9,397 | 10,105 | ||||||||
| Stock-based compensation expense |
149,439 | 123,847 | ||||||||
| Gain on product line asset sale |
- | (1,941) | ||||||||
| Adjusted EBITDA |
$ | 904,106(2) | $ | 780,864 | ||||||
| (1) | Excludes gains and losses from securities held under a supplemental retirement and savings plan for certain officers and senior management employees, as the offsetting entries are included (as compensation expenses) in operating expenses, resulting in a net zero impact to the company’s net income. |
| (2) | This amount was rounded down to $904.1 million for purposes of the LDCC’s determinations related to the Adjusted EBITDA metric under the fiscal 2024 short-term cash incentive awards and the fiscal 2024 performance period for the PSUs. |
Free cash flow is referenced in the proxy statement to which this Appendix A is attached, and means GAAP net cash provided by operating activities, less capital expenditures, as set forth in the reconciliation below. Free cash flow is a non-GAAP financial measure and is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company’s definition of this measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.
The following table contains a reconciliation of net cash provided by operating activities to free cash flow for the fiscal years ended September 30, 2024 and 2023:
| (in thousands) | Year Ended September 30, 2024 |
Year Ended September 30, 2023 | ||||||||
| GAAP net cash provided by operating activities |
$ | 632,964 | $ | 468,915 | ||||||
| Reduced by cash flow items: |
|
|
|
|
|
| ||||
| Capital expenditures |
25,551 | 4,237 | ||||||||
| Free Cash Flow |
$ | 607,413 | $ | 464,678 | ||||||
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FICO® FAIR ISAAC CORPORATION ATTN: CARRIE H. DARLING 181 METRO DRIVE, SUITE 700 SAN JOSE, CA 95110 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V60960-P20664 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FAIR ISAAC CORPORATION The Board of Directors recommends you vote FOR the following Nominees: 1. To elect eight directors to serve until the 2026 Annual Meeting and thereafter until their successors are elected and qualified. For For Against Abstain 1a. Braden R. Kelly [ ] [ ] [ ] 1b. Fabiola R. Arredondo [ ] [ ] [ ] 1c. William J. Lansing [ ] [ ] [ ] 1d. Eva Manolis [ ] [ ] [ ] 1e. Marc F. McMorris [ ] [ ] [ ] 1f. Joanna Rees [ ] [ ] [ ] 1g. David A. Rey [ ] [ ] [ ] 1h. H. Tayloe Stansbury Yes No Please indicate if you plan to attend this meeting. [ ] [ ] The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To approve the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in the proxy statement. [ ] [ ] [ ] 3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025. [ ] [ ] [ ] 4. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Each stockholder may be asked to present valid picture identification, such as a driver’s license or employee identification badge, in addition to this admission ticket. Admission Ticket FAIR ISAAC CORPORATION 2025 ANNUAL MEETING OF STOCKHOLDERS ADMISSION TICKET Please present this ticket for admittance of the stockholder(s) named on the reverse side. Admittance will be based upon availability of seating. NON-TRANSFERABLE Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V60961-P20664 FAIR ISAAC CORPORATION Annual Meeting of Stockholders March 5, 2025 This proxy is solicited by the Board of Directors The undersigned hereby appoints William J. Lansing, Mark R. Scadina and Carrie H. Darling, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all the shares of Common Stock of Fair Isaac Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on March 5, 2025, or any postponement or adjournment thereof. THIS PROXY WHEN EXECUTED WILL BE VOTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE ON THE EXECUTED PROXY, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. Continued and to be signed on reverse side