8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Mar 16, 2009)

Filed March 16, 2009For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced the appointment of Thomas Bradley as its new Executive Vice President and Chief Financial Officer, effective April 6, 2009. This 8-K filing details the terms of his employment agreement, including his base salary, incentive bonus structure, and equity awards. Investors should note the compensation package, which includes a base salary of $450,000, an incentive award opportunity of up to 100% of base salary (target 50%), and a guaranteed minimum bonus for fiscal year 2009. Significant equity compensation is also provided in the form of an initial stock option grant for 225,000 shares and the potential for restricted stock units (RSUs), all subject to four-year ratable vesting. The agreement also outlines severance provisions for termination without Cause or resignation for Good Reason, both with and without a change of control event, including continued salary and benefits for a period, and accelerated vesting of equity in the event of a change of control. Mr. Bradley's prior experience includes senior financial roles at Zurich Financial Services and St. Paul Companies.

Key Highlights

  • 1Appointment of Thomas Bradley as Executive Vice President and Chief Financial Officer, commencing April 6, 2009.
  • 2Base salary of $450,000 per annum, subject to upward adjustment.
  • 3Annual incentive award opportunity of 0% to 100% of base salary, with a target of 50%.
  • 4Guaranteed minimum incentive bonus of $112,500 for fiscal year 2009, contingent on active employment.
  • 5Initial stock option grant for 225,000 shares of common stock, with exercise price at fair market value on grant date.
  • 6Eligibility for restricted stock units (RSUs) in lieu of up to half of the option award, subject to 1992 LTIP and four-year vesting.
  • 7Severance provisions include salary continuation, bonus payment, and 12 months of continued company-paid health and life insurance for certain termination scenarios.

Frequently Asked Questions

Thomas Bradley's compensation package includes a base salary of $450,000, an annual incentive award opportunity of up to 100% of his base salary (targeting 50%), and a guaranteed minimum incentive bonus of $112,500 for fiscal year 2009. He will also receive an initial stock option grant for 225,000 shares and may elect to receive restricted stock units (RSUs) in lieu of some of the options. Both equity awards are subject to four-year ratable vesting.

If Mr. Bradley's employment is terminated by the Company without Cause or if he resigns for Good Reason, he is entitled to his then-current annual base salary plus the total incentive bonus paid in the preceding fiscal year (or a guaranteed minimum bonus for FY2009 if applicable). He will also receive 12 months of continued company-paid health and life insurance. In the event of a termination without Cause or resignation for Good Reason within 12 months following a change of control, all unvested stock options and RSUs will vest in full.

Mr. Bradley's employment as Executive Vice President and Chief Financial Officer commences on April 6, 2009. The term of his Letter Agreement runs from April 6, 2009, through April 5, 2012.

The filing explicitly states that there are no family relationships between Mr. Bradley and any director or executive officer of Fair Isaac Corporation that require disclosure. Additionally, there are no transactions between Mr. Bradley or his immediate family members and the Company that require disclosure under SEC regulations.