Fair Isaac Corp DEF 14A, filed Jan 10, 2024

Fair Isaac Corp (FICO)

DEF 14A 2024-01-10 For: 2024-02-14

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Added on June 12, 2026

About this DEF 14A

Fair Isaac Corp filed this DEF 14A on January 10, 2024.

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☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under § 240.14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


PROXY SUMMARY			1
2024 Annual Meeting of Stockholders			1
Voting Methods			1
Voting Matters			2
Our Director Nominees			2
Our Corporate Governance Facts			3
Our Compensation Facts			4
2023 Elements of Compensation			5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			6
Delinquent Section 16(a) Reports			7

PROPOSAL 1: ELECTION OF DIRECTORS			8
Annual Elections			8
Majority Voting Standard			8
Director Nominee Selection Process			8
Stockholder-Recommended Director Candidates			8
Director Nominee Biographies			9

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			14

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15
Audit and Non-Audit Fees			15
Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Auditors			15

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			17

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS			18

CORPORATE GOVERNANCE			19
Board Leadership Structure			19
Board Risk Oversight Role			19
Attendance at Board Meetings			19
Annual Board Self-Evaluations			19
Board Committees			19
Environmental, Social and Governance (“ESG”) Matters			22
Human Capital Resources			22
Insider Trading Policy			26

DIRECTOR COMPENSATION PROGRAMS			27
Non-Employee Director Compensation			27
Director Stock Ownership Guidelines			28
Director and Officer Liability Insurance Policies			28

DIRECTOR COMPENSATION FOR FISCAL 2023			29

EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Leadership Development and Compensation Committee Report			52
Leadership Development and Compensation Committee Interlocks and Insider Participation			53
Compensation Policies and Practices in Relation to Risk Management			53

SUMMARY COMPENSATION TABLE			54

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023			57
Letter Agreements			59

OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END			61


FISCAL 2023 OPTION EXERCISES AND STOCK VESTED			62

NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023			63

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			64
Executive Officer Management Agreements			64
Severance Arrangements			65
Equity Awards			65
Insurance Benefits			65
Estimated Payments That Would Have Been Made to the Named Executive Officers			66

EQUITY COMPENSATION PLAN INFORMATION			71

CEO PAY RATIO			72

PAY VERSUS PERFORMANCE			73

HELPFUL INFORMATION AND ONLINE RESOURCES			79

OTHER INFORMATION			82



Date and Time:		9:30 A.M., local time, on Wednesday, February 14, 2024

Place:		Rosewood Sand Hill located at 2825 Sand Hill Road, Menlo Park, California 94025

Record Date:		December 18, 2023


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. The availability of internet voting for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive.

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. The availability of telephone voting for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive.

By mail		Be sure to complete, sign and date the proxy card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card without indicating your voting preferences, the persons named in the proxy card will vote FOR the election of each of the nominees for director, 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 the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.

In person at the Annual Meeting		All stockholders may vote in person at the Annual Meeting. If you are a beneficial owner of shares, you 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.


Proposals		Vote Required		Board Recommendation	Page Number for Additional Information

1.	Election of Directors		Majority	FOR	8

2.	Advisory Vote to Approve Executive Compensation		Majority	FOR	14

3.	Ratification of Independent Registered Public Accounting Firm		Majority	FOR	15


			Years as Director			Committee Memberships			Other Current Public Boards
Name	Age		Years as Director	Principal Occupation	Independent	AC⁽¹⁾	GNEC⁽²⁾	LDCC⁽³⁾	Other Current Public Boards

Braden R. Kelly		53	11	Partner of Health Evolution Partners	Yes				—

Fabiola R. Arredondo		57	4	Managing Partner of Siempre Holdings LLC	Yes				2

James D. Kirsner		80	17	Former Chief Financial Officer and head of Barra Ventures at Barra, Inc.	Yes				—

William J. Lansing		65	18	Chief Executive Officer of Fair Isaac Corporation	No				—

Eva Manolis		60	5	Former Vice President of Amazon.com, Inc.	Yes				1

Marc F. McMorris		55	8	Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC	Yes				—

Joanna Rees		62	9	Executive Chairman of West Global	Yes				—

David A. Rey		73	13	Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group	Yes				—

H. Tayloe Stansbury		62	—	Chief Executive Officer of Kaleidescape, Inc.	Yes				—


Board and Committee Summary

Current Size of Board			9

Current Number of Independent Directors			8

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

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


		What We Do:				What We Do Not Do:
		We closely link performance-based rewards with the achievement of performance goals.				Our compensation plans do not have minimum guaranteed payout levels.

		We cap payouts under our plans to discourage excessive or inappropriate risk taking by our executives.				We do not permit hedging or short sales of our stock.

		Two-thirds of our annual long-term incentives are performance-based.				We do not permit repricing of underwater stock options without stockholder approval.

		We emphasize long-term incentives to align executives’ interests with those of our stockholders.				We do not provide tax gross-ups for our executives (other than with respect to relocation benefits and required spousal travel).

		We have double-trigger change in control provisions.				We do not provide material perquisites.
		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.

		We have a peer group comprised of companies of similar size and from relevant industries.

		The LDCC retains an independent compensation consultant.
		We hold an annual advisory vote on executive compensation.
		We seek feedback on executive compensation through stockholder engagement.

		We have a compensation recovery, or “clawback,” policy pertaining to all incentive-based compensation.

		We have a mandatory minimum vesting period of one year for equity awards.

		We limit the aggregate fair value of equity awards granted in any calendar year.

		We cap payouts under our severance policies.


Element		Purpose and Philosophy

Base Salary		• Base salary provides our executive officers with financial stability and predictable cash flow. • Individual base salaries are determined by evaluating each executive officer’s role within the Company, experience, performance, and potential for development, as well as the base salaries of comparable roles within the peer group companies and the broader marketplace.

Short-Term Cash Incentives		• Our short-term cash incentive plan rewards the achievement of annual Company and individual performance goals. • Target cash incentive payment amounts are expressed as a percentage of base salary determined with reference to the peer group companies and the broader marketplace. • Participants may earn between zero and 250% of target, depending both upon Company and individual performance.

Long-Term Equity Incentives		• Long-term equity incentive awards directly link a significant portion 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. • Performance Share Units (“PSUs”) are earned based upon the extent to which annual Company financial performance targets are achieved with as few as zero and as many as 200% of the target PSUs eligible to be earned. Earned units are then subject to multi-year time-based vesting, promoting continued linkage to the market price of our common stock while also promoting retention. • Market Share Units (“MSUs”) are earned based on our relative total shareholder return measured over one-year, two-year, and three-year performance periods with as few as zero and as many as 200% of target MSUs eligible to be earned. • Restricted Stock Units (“RSUs”) represent a more stable equity-based compensation vehicle, ensuring linkage to the stock price performance of our common stock while promoting retention over a multi-year time-based vesting period.


Directors, Director Nominees, Named Executive Officers, Executive Officers and 5% Stockholders	Beneficial Ownership⁽¹⁾
	Number		Percent⁽²⁾
BlackRock, Inc.⁽³⁾		2,898,493		11.60	%
55 East 52^nd Street, New York, NY 10055
Vanguard Group, Inc.⁽⁴⁾		2,513,754		10.06	%
100 Vanguard Blvd., Malvern, PA 19355
William Lansing⁽⁵⁾		468,729		1.89	%
Mark R. Scadina⁽⁶⁾		134,515		*
James Wehmann⁽⁷⁾		65,217		*
Joanna Rees⁽⁸⁾		32,452		*
Stephanie Covert⁽⁹⁾		31,174		*
Braden R. Kelly⁽¹⁰⁾		19,836		*
David A. Rey⁽¹¹⁾		18,165		*
James D. Kirsner⁽¹²⁾		16,348		*
Eva Manolis⁽¹³⁾		11,695		*
Marc F. McMorris⁽¹⁴⁾		5,414		*
Fabiola R. Arredondo⁽¹⁵⁾		4,980		*
Steven Weber⁽¹⁶⁾		2,433		*
H. Tayloe Stansbury		0		*
Michael McLaughlin		0		*
All current directors, nominees and executive officers as a group (16 persons)⁽¹⁷⁾		885,079		3.54	%


	2023		2022
Audit Fees	$	3,325,000	$	3,157,000
Audit-Related Fees		366,000		838,000
Tax Fees		163,000		304,000
All Other Fees		2,000		2,000

Total	$	3,856,000	$	4,301,000


Audit Committee		Primary Responsibilities:
Fiscal 2023 Meetings: 9 James D. Kirsner (Chair) Marc F. McMorris David A. Rey 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 it 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; and
	•	Reviews with management the Company’s cybersecurity risk exposures and the steps management has taken to monitor and minimize such risks to the Company.

		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; and
	•	The Board determined that all members of the Audit Committee are financially literate under NYSE listing rules, and that each of Messrs. Kirsner, McMorris and Rey is an “audit committee financial expert” under the SEC regulations.


Leadership Development and Compensation Committee		Primary Responsibilities:
Fiscal 2023 Meetings: 7 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


Leadership Development and Compensation Committee		Primary Responsibilities:
		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; and
	•	Oversees and administers the Company’s policies, plans and agreements concerning the recovery of incentive compensation.

		Independence:
	•	Each member of the Leadership Development and Compensation Committee is independent as required by the NYSE listing rules.


Governance, Nominating and Executive Committee		Primary Responsibilities:
Fiscal 2023 Meetings: 4 Braden R. Kelly (Chair) James D. Kirsner Joanna Rees	•	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


Governance, Nominating and Executive Committee		Primary Responsibilities:
		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; and

	•	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.

		Independence:
	•	Each member of the Governance, Nominating and Executive Committee is independent as required by the NYSE listing rules.


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	$	25,000
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	$	15,000


Name	Fees Earned or Paid in Cash ($)⁽¹⁾			Stock Awards ($)^(10)(11)		Option Awards ($)^(10)(12)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Fabiola R. Arredondo		75,000	⁽²⁾		234,880		—		—		—		—		309,880

Braden R. Kelly		100,000	⁽³⁾		265,605		—		—		—		—		365,605

James D. Kirsner		100,000	⁽⁴⁾		265,605		—		—		—		—		365,605

Eva Manolis		75,000	⁽⁵⁾		234,880		—		—		—		—		309,880

Marc F. McMorris		75,000	⁽⁶⁾		—		230,694		—		—		—		305,694

Joanna Rees		100,000	⁽⁷⁾		—		260,773		—		—		—		360,773

David A. Rey		90,000	⁽⁸⁾		234,880		—		—		—		—		324,880

H. Tayloe Stansbury		—	⁽⁹⁾		231,122		230,261		—		—		—		461,383


ACI Worldwide		Jack Henry & Associates
ANSYS		Manhattan Associates
Aspen Technology		MSCI
Black Knight		Palantir Technologies
Broadridge Financial Solutions		Pegasystems
Cadence Design Systems		PTC
DocuSign		Splunk
Equifax		TransUnion
FactSet Research Systems		Verisk Analytics
Guidewire Software		Zendesk


	Revenue ($ in millions)		Market Capitalization ($ in millions)	Operating Income (Loss) ($ in millions)			Net Income (Loss) ($ in millions)			One-Year TSR (%)		Three-Year TSR (%)
75^thpercentile of peer group	$	3,041	$20,815	$	642		$	592			-5%		18%
50^thpercentile of peer group	$	1,924	$14,719	$	386		$	378			-29%		6%
25^th percentile of peer group	$	1,500	$10,119	$	(105	)	$	(127	)		-40%		-5%
Company	$	1,363	$11,893	$	531		$	369			4%		12%
Percentile rank		19%	30%		64%			48%			85%		67%


Compensation Element				Purpose and Philosophy
Base Salary				• Base salary provides our executive officers with financial stability and predictable cash flow.
				• Individual base salaries are determined by evaluating the executive officer’s role within the Company, experience, performance, and potential for development, as well as the base salaries of comparable roles within the peer group companies and the broader marketplace.
Short-Term Cash Incentives				• Our short-term cash incentive plan rewards the achievement of annual Company and individual performance goals.
				• Target cash incentive payment amounts are expressed as a percentage of base salary determined with reference to the peer group companies and the broader marketplace.
				• Participants may earn between zero and 250% of their target cash incentive award opportunities, depending both upon Company and individual performance.
Long-Term Equity Incentives				• Long-term equity incentive awards directly link a significant portion 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 are earned based upon the extent to which annual Company financial performance targets are achieved with as few as zero and as many as 200% of the target PSUs eligible to be earned. Earned units are then subject to multi-year time-based vesting, promoting continued linkage to the market price of our common stock while also promoting retention.
				• MSUs are earned based on our relative total shareholder return measured over one-year, two-year, and three-year performance periods with as few as zero and as many as 200% of the target MSUs eligible to be earned.
				• RSUs represent a more stable equity-based compensation vehicle, ensuring linkage to the stock price performance of our common stock while promoting retention over a multi-year time-based vesting period.


Named Executive Officer	Fiscal 2023 Base Salary		Fiscal 2022 Base Salary
William Lansing	$	750,000	$	750,000
Steven Weber⁽¹⁾	$	400,000		N/A
Michael McLaughlin⁽²⁾	$	400,000	$	400,000
Stephanie Covert	$	500,000	$	500,000
Mark Scadina	$	400,000	$	400,000
James Wehmann	$	500,000	$	500,000



Participant Target %	=	The percentage of each participant’s annual base salary that represents his or her target cash incentive award payment opportunity.

Company Performance Factor	=	A value ranging from 0 to 125% reflecting the extent to which the Company Adjusted Revenue and Adjusted EBITDA targets were achieved. The Company Performance Factor for fiscal year 2023 was equal to 125% of targeted funding approved by the LDCC at the beginning of the fiscal year.

Participant Performance Factor	=	A value ranging from 0 to 200%, reflecting the extent to which individual participant performance goals were achieved.


Named Executive Officer	Participant Performance Factor	Key Factors
William Lansing	128%	• effective execution of strategic growth investments in both Scores and Software segments including people, technology, and market development • aligned executives through integrated goal setting and by driving accountability through performance-based incentives • leveraged talent as a strategic differentiator through targeted recruiting and highly selective hiring, workforce engagement and retention initiatives, and continued investment in professional development programs
Steven Weber	110%	• transitioned to interim, followed by ongoing EVP-Chief Financial Officer role while effectively managing key priorities and deliverables • cultivated effective shareholder relations and understanding of our growth strategy • invested in and realigned key finance resources to meet evolving business needs
Stephanie Covert	120%	• led the execution of Software segment priorities leading to outstanding revenue and net income growth, as well as a healthy new business pipeline • continued expansion of enterprise platform client sales and platform use cases • established multiple large partner relationships that will enable scalability and market expansion
Mark Scadina	120%	• delivered highly effective client and partner contracting as well as strategic insights • effectively avoided, managed, and mitigated corporate risks • provided outstanding counsel to the Board and executive officers
James Wehmann	120%	• effectively responded to regulatory and competitive challenges • achieved strong Scores segment revenue and net income growth despite interest rate headwinds • drove valuable innovation strengthening the future of our Scores business


Named Executive Officer	Target Payout for Fiscal 2023		Amount Attributable to Company Performance Factor		Participant Performance Factor			Actual Payout for Fiscal 2023
William Lansing	$	750,000	$	937,500		128	%	$	1,200,000
Steven Weber	$	200,000	$	250,000		110	%	$	275,000
Stephanie Covert	$	250,000	$	312,500		120	%	$	375,000
Mark Scadina	$	200,000	$	250,000		120	%	$	300,000
James Wehmann	$	250,000	$	312,500		120	%	$	375,000
Totals	$	1,650,000	$	2,062,500		—		$	2,525,000


Named Executive Officer	Annual PSUs		Annual MSUs		Annual RSUs		Total
William Lansing⁽¹⁾	$	6,733,333	$	6,733,333	$	6,733,333	$	20,200,000
Steven Weber⁽²⁾	$	—	$	—	$	320,000	$	320,000
Michael McLaughlin⁽³⁾	$	1,666,667	$	1,666,667	$	1,666,667	$	5,000,000
Stephanie Covert	$	2,000,000	$	2,000,000	$	2,000,000	$	6,000,000
Mark Scadina	$	1,333,333	$	1,333,333	$	1,333,333	$	4,000,000
James Wehmann	$	2,000,000	$	2,000,000	$	2,000,000	$	6,000,000


Financial Metric (Weighting)	Threshold Performance ($ in millions)		Mid-point Performance ($ in millions)		Target Performance ($ in millions)		Upside Performance ($ in millions)		Maximum Performance ($ in millions)		Actual Performance ($ in millions)
Adjusted Revenue (50%)	$	1,377.3	$	1,433.7	$	1,475.0	$	1,490.3	$	1,508.2	$	1,514.0
Adjusted EBITDA (50%)	$	681.7	$	726.2	$	743.9	$	753.2	$	765.2	$	780.8
PSUs Earned (as percentage of target)		0%		50%		100%		150%		200%		200%


Named Executive Officer	Target Number of PSUs Granted for Fiscal 2023		Actual Number of PSUs Earned for Fiscal 2023
William Lansing		12,585		25,170
Steven Weber		N/A		N/A
Stephanie Covert		3,739		7,478
Mark Scadina		2,493		4,986
James Wehmann		3,739		7,478


Relative TSR Performance (Fiscal 2021, 2022 and 2023)		Relative Return Factor
+33.33% or greater		200%
+16.67%		150%
0%		100%
-12.5%		50%
-25% or less		0%


Award	Performance Period	Total TSR of FICO	Russell 3000 Index	MSUs Earned (as a percentage of target)
FY23 MSU	1-Year	94.19%	12.61%	200%
FY22 MSU	2-Year	142.53%	-8.02%	200%
FY21 MSU	3-Year	112.44%	21.35%	200%


Named Executive Officer	Target Number of FY23 MSUs Subject to One-Year Performance		Actual Number of MSUs Earned
William Lansing		4,195		8,390
Steven Weber		N/A		N/A
Stephanie Covert		1,247		2,494
Mark Scadina		831		1,662
James Wehmann		1,247		2,494


Named Executive Officer	Target Number of FY22 MSUs Subject to Two-Year Performance		Actual Number of MSUs Earned
William Lansing		4,161		8,322
Steven Weber		N/A		N/A
Stephanie Covert		1,783		3,566
Mark Scadina		1,189		2,378
James Wehmann		1,783		3,566


Named Executive Officer	Target Number of FY21 MSUs Granted Subject to Three-Year Performance		Actual Number of MSUs Earned⁽¹⁾
William Lansing		3,399		16,791
Steven Weber		N/A		N/A
Stephanie Covert		971		4,797
Mark Scadina		971		4,797
James Wehmann		1,457		7,197


• Recognize Mr. Lansing’s extraordinary performance, his guidance of the Company through transformative growth and the shareholder value he has created both in the near term and over his tenure, evidenced by our 85^th percentile one-year and 99^th percentile cumulative (2012 - 2023) TSR performance relative to the Russell 3000 Index, and incentivize continued outperformance over this next 5-year period.		• Ensure Mr. Lansing’s retention and leadership continuity over the next 5+ years. The LDCC believes his invaluable leadership, business vision and strategic execution are critical to FICO’s execution of strategic shift within its Software segment toward a cloud-based platform while maintaining the value of its legacy products, and to ensuring continued stability of our broader executive leadership team.


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan ($)⁽⁴⁾		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽⁵⁾		Total ($)
William Lansing		2023		750,000		—		48,996,329		15,347,003		1,200,000		—		56,630		66,349,962
Chief Executive Officer		2022		750,000		—		16,942,011		—		1,200,000		—		21,770		18,913,781
		2021		750,000		—		17,458,576		—		1,200,000		—		21,169		19,429,745

Steven Weber⁽⁶⁾		2023		305,577		—		4,079,517		—		275,000		—		24,098		4,684,192
Executive Vice President and Chief Financial Officer

Stephanie Covert⁽⁷⁾		2023		500,000		—		8,231,522		—		375,000		—		44,200		9,150,722
Executive Vice President, Software		2022 2021		480,769 400,000		— —		7,261,057 4,987,921		— —		375,000 350,000		— —		9,866 10,180		8,126,692 5,748,101

Mark Scadina⁽⁸⁾		2023		400,000		—		5,488,415		—		300,000		—		48,931		6,237,346
Executive Vice President, General Counsel		2022		400,000		—		4,841,157		—		300,000		—		30,084		5,571,242

James Wehmann		2023		500,000		—		8,231,522		—		375,000		—		12,456		9,118,978
Executive Vice President, Scores		2022		500,000		—		7,261,057		—		375,000		—		11,846		8,147,903
Executive Vice President, Scores		2021		500,000		—		7,482,737		—		375,000		—		11,646		8,369,383

Michael McLaughlin⁽⁹⁾		2023		124,615		—		6,859,967		—		—		—		7,585		6,992,167
Former Executive Vice President and Chief Financial Officer		2022		400,000		—		4,841,157		—		275,000		—		27,570		5,543,727
		2021		400,000		—		4,987,921		—		275,000		—		11,597		5,674,518