8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Feb 14, 2007)

Filed February 14, 2007For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced a significant leadership change with the appointment of Dr. Mark Greene as its new Chief Executive Officer, effective February 14, 2007. This 8-K filing details the terms of Dr. Greene's employment agreement, including his substantial compensation package and equity awards designed to incentivize performance and retention. The agreement outlines a five-year term, a base salary of $550,000, and a significant incentive award opportunity of up to 200% of base salary, with a guaranteed target for the initial year. Investors should note the comprehensive equity grants, including stock options and RSUs, which vest over four years, aligning Dr. Greene's interests with long-term shareholder value creation. Furthermore, the filing addresses robust severance provisions for Dr. Greene, including payments and benefit continuations in cases of termination without cause or resignation for good reason. Notably, the agreement includes enhanced benefits, particularly accelerated vesting of equity awards, in the event of a change of control, suggesting the company's commitment to retaining key leadership during potential transition periods. Dr. Greene's background as a former IBM executive provides valuable experience for FICO's strategic direction.

Key Highlights

  • 1Appointment of Dr. Mark Greene as Chief Executive Officer, effective February 14, 2007.
  • 2Dr. Greene's employment agreement includes a five-year term (February 14, 2007 - February 13, 2012).
  • 3Annual base salary of $550,000, with potential for upward adjustment.
  • 4Eligible for incentive awards of 0-200% of base salary, with a target of 100% for full fiscal years.
  • 5Guaranteed target incentive bonus for fiscal year 2007, prorated.
  • 6Sign-on bonus of $100,000.
  • 7Initial equity award includes options for 125,000 shares and RSUs for 41,667 shares, vesting over four years.
  • 8Annual equity awards planned, with target options for 100,000 shares.
  • 9Significant severance package including salary continuation, bonus payment, and medical/dental benefit continuation for two years in specified termination scenarios.
  • 10Enhanced severance benefits, including full vesting of unvested equity, upon termination following a change of control event.

Frequently Asked Questions

Dr. Mark Greene has been appointed Chief Executive Officer of Fair Isaac Corporation, effective February 14, 2007. His employment agreement is for a term of five years, with a base salary of $550,000 per year, and he is eligible for incentive awards up to 200% of his base salary, with a target of 100%.

Dr. Greene will receive a base salary of $550,000, a $100,000 sign-on bonus, and is eligible for annual incentive awards (target 100% of base salary). He will also receive an initial equity award consisting of options for 125,000 shares and 41,667 Restricted Stock Units (RSUs), both vesting over four years. Annual equity grants are also planned.

In the event of termination without Cause or resignation for Good Reason, Dr. Greene is entitled to severance pay equivalent to two times his then current base salary plus two times his actual or target annual incentive bonus (depending on the timing relative to fiscal year end 2008). He will also receive continuation of medical and dental benefits for two years. These benefits are enhanced in the case of termination following a change of control, including full vesting of unvested equity awards.

Prior to his appointment, Dr. Mark Greene served in executive roles at IBM, most recently as Vice President, Financial Services - Sales and Distribution from 2006 to 2007, and previously as IBM’s General Manager — Global Banking from 2001 to 2006.