8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Jun 7, 2023)

Filed June 7, 2023For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced on June 7, 2023, that its Leadership Development and Compensation Committee granted a special performance-based retention award valued at approximately $30 million to CEO William J. Lansing. This award is structured as 50% Market Share Units (MSUs) and 50% non-qualified stock options, designed to ensure Mr. Lansing's continued leadership over the next five years as the company executes its strategic growth initiatives. The rationale behind this significant award highlights Mr. Lansing's instrumental role in FICO's transformative growth since 2012, evidenced by the company's superior total shareholder return (TSR) performance relative to the Russell 3000 Index, placing it in the 99th percentile. The Committee views his retention as critical for maintaining business vision, strategic execution, and leadership continuity.

Key Highlights

  • 1Special retention award of approximately $30 million granted to CEO William J. Lansing.
  • 2Award is split equally between Market Share Units (MSUs) and non-qualified stock options.
  • 3Designed to retain Mr. Lansing's leadership for at least the next five years.
  • 4MSUs are performance-based, tied to FICO's total shareholder return relative to the Russell 3000 Index over extended three-, four-, and five-year performance periods.
  • 5Stock options vest over a three-to-five-year period, with an exercise price of $791.60 per share.
  • 6A retention requirement mandates that Mr. Lansing must hold shares received from the award until June 5, 2028.
  • 7Retirement will not result in accelerated vesting of these specific retention awards, unlike other executive awards.

Frequently Asked Questions

The primary purpose is to retain CEO William J. Lansing's leadership for at least the next five years, recognizing his significant contributions to FICO's growth and strategic success, and ensuring leadership continuity during a critical growth phase.

The award is split 50% into Market Share Units (MSUs) and 50% into non-qualified stock options. The MSUs are performance-based and will be earned based on FICO's total shareholder return (TSR) relative to the Russell 3000 Index over performance periods of three, four, and five years. The number of MSUs earned can range from zero to 200% of the target number.

The stock options will vest over three, four, and five years from the grant date. One-third of the target MSUs are subject to each of the three performance periods (three, four, and five years), with vesting occurring on the grant anniversary date immediately following the conclusion of each performance period.

Yes, Mr. Lansing is required to retain any shares of common stock received upon settlement of earned MSUs or exercise of options (after selling shares to cover exercise price or taxes) until June 5, 2028.