Fair Isaac Corp. Files Definitive Proxy Statement

Ticker: FICO · Form: DEF 14A · Filed: Jan 10, 2024 · CIK: 814547

Fair Isaac CORP DEF 14A Filing Summary
FieldDetail
CompanyFair Isaac CORP (FICO)
Form TypeDEF 14A
Filed DateJan 10, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: Fair Isaac Corp, FICO, DEF 14A, Executive Compensation, Stock Awards

TL;DR

<b>Fair Isaac Corp. filed its DEF 14A, detailing executive compensation and stock award valuations for the fiscal year ending Sept 30, 2023.</b>

AI Summary

FAIR ISAAC CORP (FICO) filed a Proxy Statement (DEF 14A) with the SEC on January 10, 2024. Fair Isaac Corp. filed a Definitive Proxy Statement (DEF 14A) on January 10, 2024. The filing covers the fiscal year ending September 30, 2023. It includes data on stock awards granted and their fair values for both PEO and Non-PEO members. Information on outstanding unvested awards and changes in their fair value is detailed. The document also addresses awards granted in prior fiscal years that met or failed vesting conditions.

Why It Matters

For investors and stakeholders tracking FAIR ISAAC CORP, this filing contains several important signals. This filing provides crucial details on executive compensation, including the fair value of stock awards, which is important for understanding shareholder returns and management incentives. The breakdown of award valuations by PEO and Non-PEO members offers insight into how different executive groups are compensated and incentivized.

Risk Assessment

Risk Level: low — FAIR ISAAC CORP shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Review the executive compensation details and stock award valuations to assess management incentives and potential future stock performance.

Key Numbers

Key Players & Entities

FAQ

When did FAIR ISAAC CORP file this DEF 14A?

FAIR ISAAC CORP filed this Proxy Statement (DEF 14A) with the SEC on January 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FAIR ISAAC CORP (FICO).

Where can I read the original DEF 14A filing from FAIR ISAAC CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FAIR ISAAC CORP.

What are the key takeaways from FAIR ISAAC CORP's DEF 14A?

FAIR ISAAC CORP filed this DEF 14A on January 10, 2024. Key takeaways: Fair Isaac Corp. filed a Definitive Proxy Statement (DEF 14A) on January 10, 2024.. The filing covers the fiscal year ending September 30, 2023.. It includes data on stock awards granted and their fair values for both PEO and Non-PEO members..

Is FAIR ISAAC CORP a risky investment based on this filing?

Based on this DEF 14A, FAIR ISAAC CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags.

What should investors do after reading FAIR ISAAC CORP's DEF 14A?

Review the executive compensation details and stock award valuations to assess management incentives and potential future stock performance. The overall sentiment from this filing is neutral.

How does FAIR ISAAC CORP compare to its industry peers?

Fair Isaac Corporation operates in the business services sector, providing analytics and decision-management solutions.

Are there regulatory concerns for FAIR ISAAC CORP?

As a publicly traded company, Fair Isaac Corp. is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

Industry Context

Fair Isaac Corporation operates in the business services sector, providing analytics and decision-management solutions.

Regulatory Implications

As a publicly traded company, Fair Isaac Corp. is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

What Investors Should Do

  1. Analyze the specific stock award grants and their fair values for PEO and Non-PEO members.
  2. Examine the changes in fair value of outstanding unvested awards to understand potential equity value fluctuations.
  3. Review any disclosures related to awards granted in prior years and their vesting outcomes.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the DEF 14A for the fiscal year ending September 30, 2023. Previous filings would cover earlier periods.

Filing Stats: 4,511 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-01-10 16:10:43

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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 Table of Contents 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 Table of Contents PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you are advised to read the entire proxy statement carefully before voting. 2024 Annual Meeting of Stockholders 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 Voting Methods 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 t

Executive Compensation Recovery Policy

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 3 Table of Contents Our Compensation Facts 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 2023 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. The LDCC uses the following guidelines in our compensation program to help achieve this overarching goal. 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 tha

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 30, 2023 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 30, 2023. 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 30, 2023, 24,731,817 shares of common stock were outstanding. Directors, Director Nominees, Named Executive Officers, Executive Officers and 5% Stockholders Beneficial

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