8-KLeadership ChangesMaterial AgreementsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Apr 21, 2005)

Filed April 21, 2005For Securities:FICO

Summary

FAIR ISAAC CORP (FICO) filed an 8-K on April 21, 2005, primarily announcing the appointment of Michael H. Campbell to the newly created executive role of Vice President and Chief Operating Officer-Products. This strategic hire signals a focus on enhancing product leadership and global profit and loss management within the Company's analytic solutions and software portfolio. Mr. Campbell brings substantial experience from previous leadership roles at software companies, including TempoSoft, Inc. and SAP America, Inc., where he held significant responsibilities in solutions management, marketing, and professional services. His compensation package includes a base salary of $375,000, eligibility for annual bonuses up to 100% of base salary with a guaranteed minimum of $50,000 for the first incentive period, relocation expense reimbursement, and participation in employee benefits. Notably, he is also eligible for a stock option grant of 200,000 shares, subject to Board approval, vesting over four years.

Key Highlights

  • 1Appointment of Michael H. Campbell as Vice President and Chief Operating Officer-Products.
  • 2Creation of a new executive position focused on product leadership and P&L.
  • 3Mr. Campbell has a strong background in the software industry, including prior roles at SAP America, Inc.
  • 4Annual base salary for Mr. Campbell set at $375,000.
  • 5Eligibility for an annual Management Incentive Plan bonus, with a guaranteed minimum for the initial period.
  • 6Potential grant of 200,000 stock options, subject to Compensation Committee approval and vesting over four years.
  • 7Reimbursement for relocation expenses is included in the offer.

Frequently Asked Questions

The appointment of Michael H. Campbell to the new role of Vice President and Chief Operating Officer-Products signifies FICO's strategic intent to strengthen leadership in its product offerings and global profit and loss management for its analytic solutions and software. His extensive experience from companies like SAP is expected to drive product innovation and execution.

Mr. Campbell's compensation includes an annual base salary of $375,000. He is also eligible for performance-based bonuses through the Management Incentive Plan, with an annual payout opportunity up to 100% of his base salary and a guaranteed minimum of $50,000 for the initial semi-annual cycle. Additionally, he will receive relocation expense reimbursement, standard employee benefits, and is eligible for a significant stock option grant.

The potential grant of 200,000 stock options to Mr. Campbell, if approved, represents a form of equity-based compensation designed to align his interests with long-term shareholder value. The options vest over four years, encouraging retention and sustained performance. The dilutive effect on existing shareholders will depend on the market price of the stock at the time of exercise.

While this 8-K focuses on a key executive appointment, the creation of a senior role dedicated to product P&L and leadership, coupled with the hiring of an experienced executive, suggests a continued or reinforced emphasis on strategic product development, market positioning, and financial performance within FICO's core business segments. It signals an investment in experienced leadership to drive these areas forward.