Fair Isaac Corporation (FICO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 4, 2026, with five key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, and two charter amendments.

• Company reported record revenues and free cash flow for fiscal 2025, with continued investment in core platforms and stock repurchases.

• FICO’s business is organized into Scores and Software segments, with significant product launches and strategic partnerships in 2025.

• Total shareholder return over three years was 231.5%, outperforming major indices, though 2025 saw a -17.4% one-year TSR.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors, all but the CEO are independent; board recommends FOR.

• Proposal 2: Advisory vote to approve executive compensation; board recommends FOR.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for FY2026; board recommends FOR.

• Proposal 4: Amendment to allow officer exculpation as permitted by Delaware law; board recommends FOR.

• Proposal 5: Amendment to eliminate the supermajority voting requirement for charter amendments; board recommends FOR.

Board of directors and corporate governance

• Board consists of eight nominees, 88% independent, 38% female, 25% racially/ethnically diverse.

• Board leadership is separated, with an independent chairman and CEO.

• Annual elections, majority voting standard, and director resignation policy in place.

• Three standing committees: Audit, Leadership Development and Compensation, and Governance, all comprised of independent directors.

• Board and committees conduct annual self-evaluations and regular executive sessions.