8-KLeadership ChangesExhibits & Filings

FAIR ISAAC CORP 8-K Report, Executive Changes (Aug 24, 2023)

Filed August 24, 2023For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced a significant change in its Board of Directors with the election of Henry Tayloe Stansbury as an independent director, effective August 22, 2023. This appointment increases the Board's size from eight to nine members and is intended to fill a vacancy. Mr. Stansbury brings a wealth of experience, having previously served as CEO of Kaleidescape, Inc., interim CEO of Watermark Insights, LLC, and in various senior roles at Intuit Inc., including Executive Vice President and Chief Technology Officer. His background in technology and executive leadership is expected to be a valuable asset to FICO's strategic direction. Mr. Stansbury will also join the Audit Committee, a critical function for corporate governance and financial oversight. His compensation will follow the standard program for non-employee directors, which includes a grant of non-qualified stock options and restricted stock units. This equity award, valued at $460,000, will vest over three years, aligning his interests with those of long-term shareholders. The filing also confirms no undisclosed arrangements or related party transactions involving Mr. Stansbury, ensuring a clean onboarding to the Board.

Key Highlights

  • 1Henry Tayloe Stansbury appointed as an independent director to the Board, effective August 22, 2023.
  • 2Board size increased from eight to nine members.
  • 3Mr. Stansbury brings extensive experience from leadership roles at Intuit, Kaleidescape, and Watermark Insights.
  • 4He will serve on the Board's Audit Committee.
  • 5Mr. Stansbury's compensation includes stock options and restricted stock units valued at $460,000, vesting over three years.
  • 6No related party transactions or undisclosed arrangements were noted concerning his appointment.
  • 7The appointment was announced via a press release dated August 24, 2023.

Frequently Asked Questions

Henry Tayloe Stansbury is a newly elected independent director to FICO's Board. He has a strong technology and executive leadership background, having served as CEO of Kaleidescape, Inc., interim CEO of Watermark Insights, LLC, and in senior technology roles at Intuit Inc., including EVP and CTO. He holds a degree in Applied Mathematics from Harvard University.

The Board size was increased from eight to nine members to accommodate the appointment of Mr. Stansbury, filling a newly created vacancy.

Mr. Stansbury will participate in FICO's standard Compensation Program for Non-Employee Directors. This includes an initial award of $460,000, split equally between non-qualified stock options and restricted stock units. These awards will vest in one-third increments on each of the first three anniversaries of his election to the Board, aligning his incentives with long-term shareholder value.

Yes, Mr. Stansbury will serve on the Board's Audit Committee, which is responsible for overseeing the company's financial reporting, internal controls, and audit processes.