8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Oct 22, 2007)

Filed October 22, 2007For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K on October 22, 2007, to disclose a new Letter Agreement with its Executive Vice President and Chief Operating Officer, Michael H. Campbell. This agreement outlines key terms of Mr. Campbell's employment, including his salary, incentive compensation, and equity grants through October 2010. It also details severance provisions in case of termination under specific conditions. The agreement establishes an initial base salary of $375,000, with potential for annual increases. Mr. Campbell is eligible for an annual cash incentive award (0-100% of base salary) and an annual equity grant (target of 100,000 stock options). Importantly, the filing specifies severance benefits equal to one year's base salary plus prior year's incentives if his employment is involuntarily terminated without cause or voluntarily resigned for good reason before the agreement's expiration. This provides clarity on executive compensation and potential separation arrangements for a key officer.

Key Highlights

  • 1FICO entered into a new Letter Agreement with EVP and COO Michael H. Campbell, effective October 18, 2007, with an expiration date of October 11, 2010.
  • 2The agreement sets an initial base salary of $375,000, subject to annual review and potential upward adjustment.
  • 3Mr. Campbell is eligible for an annual cash incentive award ranging from 0% to 100% of his base salary, with a target of 50%.
  • 4He will also receive an annual equity grant, with target performance resulting in 100,000 stock options.
  • 5Severance provisions include one times the then-current annual base salary plus total incentive payments from the preceding twelve months in the event of involuntary termination without 'Cause' or voluntary resignation for 'Good Reason'.
  • 6Severance is conditioned upon the delivery of a release and other specified conditions.
  • 7The existing Management Agreement dated April 18, 2007, remains in full force and was not replaced by this Letter Agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the details of a new Letter Agreement entered into between Fair Isaac Corporation (FICO) and its Executive Vice President and Chief Operating Officer, Michael H. Campbell, concerning the terms of his employment.

Under the new agreement, Mr. Campbell will have an initial base salary of $375,000, with potential for annual increases. He is also eligible for an annual cash incentive award (0-100% of base salary, targeting 50%) and an annual equity grant, with a target of 100,000 stock options upon achieving objectives.

In the event of an involuntary termination without 'Cause' or a voluntary resignation for 'Good Reason' before the agreement expires, Mr. Campbell is entitled to severance equal to one times his then-current annual base salary, plus the total incentive payments made to him in the preceding twelve months. He will also remain eligible for certain benefit plans for twelve months post-termination at the company's expense.

No, the Letter Agreement explicitly states that the Management Agreement dated April 18, 2007, between the Corporation and Mr. Campbell remains in full force and effect and was not amended or replaced by this new Letter Agreement.