8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Aug 27, 2020)

Filed August 27, 2020For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced a significant leadership transition within its sales, services, and marketing departments, effective October 1, 2020. Wayne Huyard, previously Executive Vice President of Sales, Services, and Marketing, will move to a Vice President, Sales Management role. This transition involves a new Letter Agreement outlining his compensation and severance for the period of October 1, 2020, through December 31, 2021. Concurrently, Stephanie Covert has been promoted to Executive Vice President, Sales and Marketing, indicating a strategic reshuffling of key leadership responsibilities. The details of Mr. Huyard's new agreement include a base salary of $400,000, eligibility for annual cash incentives up to 100% of his base salary, and potential annual equity grants. The agreement also specifies severance benefits in the event of termination by the Company without Cause or resignation by Mr. Huyard for Good Reason, which includes a lump-sum payment equivalent to one year's base salary and last paid annual incentive, along with 12 months of COBRA continuation. Investors should note that these provisions are contingent upon the execution of a release of claims and cooperation with the company.

Key Highlights

  • 1Wayne Huyard transitions from EVP, Sales, Services, and Marketing to VP, Sales Management, effective October 1, 2020.
  • 2Stephanie Covert is promoted to EVP, Sales and Marketing, effective October 1, 2020.
  • 3Wayne Huyard's new role has a defined term from October 1, 2020, to December 31, 2021.
  • 4Mr. Huyard's new agreement includes an annual base salary of $400,000, prorated for any part-time status.
  • 5He is eligible for annual cash incentives (0-100% of base salary) and equity grants based on performance.
  • 6Severance benefits are outlined for termination by the company without Cause or resignation for Good Reason, including one year's salary plus last incentive payment and 12 months of COBRA.
  • 7Severance is conditional on a release of claims, compliance with agreements, cooperation, and non-disparagement.

Frequently Asked Questions

The filing indicates a transition of Wayne Huyard from his executive vice president role to a vice president position focused on sales management. While the exact strategic rationale is not detailed, it suggests a realignment of leadership responsibilities within the sales, services, and marketing departments.

Mr. Huyard's new agreement provides for an annual base salary of $400,000, eligibility for annual cash incentives between 0% and 100% of his base salary, and potential annual equity grants. The agreement has a term from October 1, 2020, through December 31, 2021.

If Mr. Huyard's employment is terminated by FICO without Cause, or if he resigns for Good Reason, he is entitled to a lump-sum cash payment equal to one times his annual base salary plus the last annual cash incentive paid to him. Additionally, he will receive 12 months of COBRA benefit continuation. This is contingent upon his execution of a release of claims and compliance with other terms.

Stephanie Covert has been promoted to assume the role of Executive Vice President, Sales and Marketing, effectively taking on a significant portion of the responsibilities previously managed by Mr. Huyard.