Summary
This Form 8-K filing from Fair Isaac Corporation (FICO) on September 1, 2005, reports on the formalization of a new cash compensation program for its non-employee directors, effective August 29, 2005. The program outlines specific annual retainers and meeting attendance fees for directors, with differentiated compensation for the Board Chair and committee chairs. This change is important for investors to understand how the company compensates its independent board members, which can influence director independence and engagement. The key details include an annual retainer of $20,000 for regular outside directors, with additional fees for board and committee meeting attendance. The Board Chair receives a higher annual retainer of $40,000 plus meeting fees. Furthermore, standing committee chairs are eligible for an additional annual retainer of $5,000 and a mid-year fee based on when they are appointed to the chair position, reflecting increased responsibilities.
Key Highlights
- 1Formalization of cash compensation program for non-employee directors.
- 2Effective date of the new program: August 29, 2005.
- 3Annual retainer for non-Chair outside directors: $20,000.
- 4Per-meeting attendance fees for board and committee meetings for all outside directors.
- 5Annual retainer for the Board Chair: $40,000.
- 6Additional annual retainer of $5,000 for chairs of standing Board committees.
- 7Introduction of mid-year committee chair fees based on appointment timing.