8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Nov 19, 2010)

Filed November 19, 2010For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced a change in its Chief Financial Officer (CFO) position. Thomas A. Bradley, the current Executive Vice President and CFO, has informed the Board of his intention to retire. He will step down from his executive roles effective November 18, 2010, but will remain with the company as an employee until April 15, 2011, under a Transition Agreement. This agreement outlines his continued compensation and acknowledges his departure as a Qualifying Termination, entitling him to pre-defined severance benefits. Michael J. Pung, currently the Vice President of Finance and Investor Relations, will succeed Mr. Bradley as Senior Vice President and CFO, effective November 18, 2010. Mr. Pung will also continue his role as chief accounting officer. His compensation has been adjusted to reflect his new responsibilities, including an increased base salary and significant equity awards in the form of stock options and restricted stock units, which are subject to vesting schedules. Mr. Pung brings extensive financial leadership experience to the CFO role.

Key Highlights

  • 1Thomas A. Bradley, EVP and CFO, announced his retirement, effective November 18, 2010.
  • 2Bradley will remain an employee through April 15, 2011, under a Transition Agreement.
  • 3Michael J. Pung appointed as the new Senior Vice President and CFO, effective November 18, 2010.
  • 4Pung will also continue as Chief Accounting Officer.
  • 5Pung's annual base salary increased to $375,000.
  • 6Pung received a grant of 100,000 stock options and 25,000 restricted stock units (RSUs).
  • 7Option grant vests over four years; RSU award vests after two years.

Frequently Asked Questions

Thomas A. Bradley, the current CFO, has informed the company of his intention to retire.

No, Mr. Bradley will remain an employee of Fair Isaac Corporation through April 15, 2011, as part of a Transition Agreement. He will step down from his CFO role but continue to be employed during this period.

Michael J. Pung's annual base salary has been increased to $375,000. He has also been granted 100,000 stock options, which vest over four years, and 25,000 restricted stock units (RSUs), which have a two-year cliff vesting schedule.

Mr. Bradley's resignation as CFO is considered a Qualifying Termination under his existing Letter Agreement, entitling him to the severance payments described therein. He will also receive an annual base salary of $320,000 during his employment through April 15, 2011, as per the Transition Agreement.