8-KLeadership ChangesShareholder MattersExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Feb 10, 2012)

Filed February 10, 2012For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K report on February 10, 2012, detailing key executive compensation agreements and the outcomes of its 2012 Annual Meeting of Stockholders. The company entered into new Letter Agreements and Amended and Restated Management Agreements with three senior executives: Michael Pung (CFO), Deborah Kerr (CTO), and Mark Scadina (General Counsel). These agreements, effective February 6, 2012, and running through December 31, 2016, outline updated annual base salaries, incentive award eligibility, and equity grant opportunities. The report also covers the severance packages associated with these agreements, which are triggered by termination without cause or resignation for good reason. Notably, the severance terms differ depending on whether a change of control event occurs. Additionally, the 8-K provides the final voting results from the 2012 Annual Meeting, where all director nominees were elected, the 2012 Long-Term Incentive Plan was approved, executive compensation was ratified on an advisory basis, and Deloitte & Touche LLP was appointed as the independent registered public accounting firm for fiscal year 2012.

Key Highlights

  • 1Fair Isaac Corporation entered into new employment agreements (Letter Agreements and Amended and Restated Management Agreements) with key executives Michael Pung (CFO), Deborah Kerr (CTO), and Mark Scadina (General Counsel) effective February 6, 2012, with terms extending to December 31, 2016.
  • 2The new agreements establish specific annual base salaries for each executive, subject to upward adjustment, and outline eligibility for annual cash incentive awards (0-100% of base salary target) and equity grants.
  • 3Severance provisions are detailed for termination without cause or resignation for good reason, including cash payments equal to one times base salary plus the prior year's cash incentive, and 12 months of COBRA continuation. These terms are more favorable if triggered by a change of control event, which also includes full acceleration of unvested equity awards.
  • 4All director nominees standing for re-election at the 2012 Annual Meeting of Stockholders held on February 7, 2012, were elected.
  • 5Stockholders approved the adoption of the 2012 Long-Term Incentive Plan.
  • 6The company's executive officer compensation was approved on an advisory (non-binding) basis by stockholders.
  • 7Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2012.

Frequently Asked Questions

This 8-K filing primarily announces the execution of new employment agreements for key executives (CFO, CTO, General Counsel) and reports the results of the company's 2012 Annual Meeting of Stockholders, including director elections and the approval of an incentive plan.

The agreements are effective from February 6, 2012, to December 31, 2016. They set annual base salaries ($400,000 for Pung and Scadina, $500,000 for Kerr), provide for annual cash incentive awards targeted at 50% of base salary, and include eligibility for annual equity grants. They also outline severance benefits upon termination under specific conditions.

In the event of a termination without cause or resignation for good reason within a specific period before or after a change of control event, the executives are entitled to a cash severance payment (one times base salary plus prior year's incentive), 12 months of benefit continuation, and importantly, full acceleration of all unvested stock options, restricted stock units, and performance share units.

The stockholders re-elected all board nominees for director, approved the 2012 Long-Term Incentive Plan, ratified the company's executive officer compensation on an advisory basis, and ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2012.