8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Aug 26, 2019)

Filed August 26, 2019For Securities:FICO

Summary

Fair Isaac Corporation (FICO) reported the departure of its Executive Vice President and Chief Technology Officer, Stuart C. Wells, effective August 21, 2019. Mr. Wells resigned for personal reasons but has entered into a transition agreement to remain with the company as an employee until December 31, 2019, to facilitate a smooth handover of his responsibilities. In conjunction with Mr. Wells' departure, the company announced the appointment of Claus Moldt, the current Chief Information Officer, as his successor. Investors should note that while Mr. Wells will continue to receive his base salary and benefits during the transition period, his eligibility for certain incentive stock awards will be limited. The terms of the transition agreement clarify that his resignation will not be considered an involuntary termination or resignation for Good Reason, which is important for understanding his separation terms.

Key Highlights

  • 1Departure of Stuart C. Wells, EVP and Chief Technology Officer, for personal reasons.
  • 2Claus Moldt appointed as the new Chief Technology Officer, succeeding Dr. Wells.
  • 3Dr. Wells will remain an employee through December 31, 2019, under a transition agreement.
  • 4Dr. Wells to continue receiving his current base salary and participating in benefit plans during the transition.
  • 5Dr. Wells' eligibility for incentive stock awards will be restricted from August 21, 2019, to December 31, 2019.
  • 6The transition agreement confirms Dr. Wells' resignation is not an involuntary termination or for Good Reason.

Frequently Asked Questions

Stuart C. Wells resigned from his position as Executive Vice President and Chief Technology Officer for personal reasons.

Claus Moldt, who currently serves as the Chief Information Officer, has been appointed as the successor to Dr. Wells as Chief Technology Officer.

Yes, Dr. Wells will continue to receive his current annual base salary and participate in eligible employee benefit plans and programs through December 31, 2019. However, he will not be eligible for any incentive stock awards during this period.

This clause in the transition agreement clarifies that Dr. Wells' departure will be treated as a voluntary resignation and not one that would typically trigger enhanced severance or other benefits often associated with involuntary termination or resignation for 'Good Reason' as defined in his prior agreements.