FICO DEF 14A: Executive Stock Award Valuations Detailed

Ticker: FICO · Form: DEF 14A · Filed: Jan 27, 2025 · CIK: 814547

Fair Isaac CORP DEF 14A Filing Summary
FieldDetail
CompanyFair Isaac CORP (FICO)
Form TypeDEF 14A
Filed DateJan 27, 2025
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$1.72 b, $513 m, $20.45, $241 billion, $1.33
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, stock-awards

Related Tickers: FICO

TL;DR

FICO's proxy statement shows executive stock awards valued at $14.97M for PEOs in FY23.

AI Summary

Fair Isaac Corp (FICO) filed its DEF 14A on January 27, 2025, for the fiscal year ending September 30, 2024. The filing details executive compensation, including stock awards granted and their fair values. For the fiscal year 2023, the company reported a change in fair value from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in prior fiscal years that were unvested at the end of the covered fiscal year, amounting to $14,968,000 for PEO members.

Why It Matters

This filing provides transparency into executive compensation, specifically the valuation of stock awards, which can impact investor perception of company management and future stock performance.

Risk Assessment

Risk Level: medium — DEF 14A filings, while routine, can reveal details about executive compensation and corporate governance that may influence investor decisions and stock price.

Key Numbers

Key Players & Entities

FAQ

What is the total number of shares outstanding for Fair Isaac Corp as of the filing date?

The filing does not explicitly state the total number of shares outstanding as of the filing date, but it references share counts related to specific awards.

Who are the named executive officers whose compensation is detailed in this filing?

The filing refers to 'PEO members' and 'Non-PEO Neo members' in the context of stock awards, but specific names of named executive officers are not listed in the provided excerpt.

What was the grant date for the stock awards that had a change in fair value of $14,968,000?

The filing indicates that the $14,968,000 change in fair value pertains to awards granted in 'prior fiscal years' that were unvested at the end of the covered fiscal year (FY2023).

What is the fiscal year end date for Fair Isaac Corp?

Fair Isaac Corp's fiscal year ends on September 30th.

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a definitive proxy statement, is filed by companies to solicit shareholder votes and provides detailed information about matters to be voted on at a shareholder meeting, including executive compensation, director elections, and other corporate governance issues.

Filing Stats: 4,259 words · 17 min read · ~14 pages · Grade level 17 · Accepted 2025-01-27 16:16:42

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 37 Compensation Discussion and Analysis 38 Leadership Development and Compensation Committee Report 60 Compensation Tables 61 Potential Payments Upon Termination or Change in Control 69 Equity Compensation Plan Information 76 CEO Pay Ratio 77 Pay Versus Performance 78 PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 84 Audit and Non-Audit Fees 84 Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Auditors 85 Report of the Audit Committee of the Board of Directors 86 Certain Relationships and Related Persons Transactions 87

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 88 Questions and Answers About the Annual Meeting 90 Other Information 93 Appendix A: Reconciliation of Non-GAAP Financial Measures Table of Contents Proxy Summary Board of Directors Corporate Governance Executive Compensation Audit Committee Matters Stock Other Matters PROXY SUMMARY Proxy voting roadmap PROPOSAL BOARD RECOMMENDATION PAGE 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 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 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 Statement1 Table of Contents Proxy Summary Board of Directors Corporate Governance Executive Compensation Audit Committee Matters Stock Other Matters 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 imp

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 Fair Isaac Corporation l 2025 Proxy Statement5 Table of Contents Proxy Summary Board of Directors Corporate Governance Executive Compensation Audit Committee Matters Stock Other Matters 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 Statement6 Table of Contents Proxy Summary Board of Directors Corporate Governance Executive Compensation Audit Committee Matters Stock Other Matters 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. WHAT WE DO Linking Pay to Performance Independent Compensation Consultant We closely link performance-based rewards with the achievement of performance goals. The LDCC retains an independent compensation consultant. Capping Payout

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