8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (May 15, 2023)

Filed May 15, 2023For Securities:FICO

Summary

Fair Isaac Corporation (FICO) has officially appointed Steven P. Weber as its Executive Vice President and Chief Financial Officer (CFO), effective May 15, 2023. Mr. Weber, who has been with FICO since 2003 and most recently served as Interim CFO, brings extensive financial experience to the permanent role. This appointment provides executive leadership stability in a critical financial function. The company has entered into a Letter Agreement and a Management Agreement with Mr. Weber, outlining his compensation, responsibilities, and terms of employment through December 31, 2026, with provisions for automatic extensions. These agreements detail his base salary, incentive award opportunities, and severance benefits in specific termination scenarios, including those related to a change of control. Additionally, Mr. Weber received a significant restricted stock unit grant as part of this promotion, aligning his interests with long-term shareholder value.

Key Highlights

  • 1Steven P. Weber appointed Executive Vice President and Chief Financial Officer, effective May 15, 2023.
  • 2Mr. Weber's prior experience includes serving as Interim CFO and holding significant finance roles within FICO since 2003.
  • 3New Letter Agreement with Mr. Weber sets a term through December 31, 2026, with automatic annual extensions.
  • 4Annual base salary for Mr. Weber set at $400,000, with an annual incentive award target of 50% of his base salary.
  • 5Mr. Weber received a $2.0 million promotion-based restricted stock unit grant, vesting over four years.
  • 6Severance provisions in both Letter and Management Agreements provide for 1x salary plus last incentive payment upon termination without cause or resignation for good reason, including change of control scenarios.
  • 7Management Agreement includes accelerated vesting of equity awards upon qualifying termination following a change of control event.

Frequently Asked Questions

The permanent appointment of Steven P. Weber as CFO provides executive leadership stability in a crucial financial role for Fair Isaac Corporation. His extensive tenure with the company and recent experience as Interim CFO suggest a seamless transition and continuity in financial strategy and operations.

Mr. Weber's agreements establish a base salary of $400,000, with an annual incentive target of 50% of his base salary. He also received a $2.0 million restricted stock unit grant that vests over four years. The agreements have a term through December 31, 2026, with automatic extensions, and include specific severance benefits and change-of-control provisions.

In the event of termination without 'Cause' or resignation for 'Good Reason' (as defined in the agreements), Mr. Weber is entitled to a cash payment equal to one times his annual base salary plus his last annual cash incentive payment. In the context of a change of control, his Management Agreement further stipulates that unvested equity awards (stock options, RSUs, performance shares) will also vest in full under specific termination conditions.

The $2.0 million restricted stock unit grant, vesting over four years, directly ties a significant portion of Mr. Weber's compensation to the long-term performance and stock price appreciation of Fair Isaac Corporation. This encourages him to focus on strategies that enhance shareholder value over an extended period.