Fair Isaac (FICO) Proxy Filing summary

Executive summary

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

• Record revenues and free cash flow achieved in fiscal 2025, with continued investment in core platforms and stock repurchases.

• FICO’s business spans Scores and Software segments, with significant product launches and industry partnerships in 2025.

• Shareholder engagement and feedback are integral to governance and compensation decisions.

Voting matters and shareholder proposals

• Election of eight directors, all but the CEO are independent, to serve until 2027.

• Advisory vote on executive compensation, with board recommendation to approve.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Approval sought for amendments to allow officer exculpation under Delaware law and to eliminate the supermajority voting requirement.

Board of directors and corporate governance

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

• Directors bring expertise in technology, finance, strategy, SaaS, and risk management.

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

• Board leadership is separated, with an independent chairman.

• Three standing committees: Audit, Leadership Development and Compensation, and Governance, all fully independent.

• Annual board and committee self-evaluations and regular executive sessions.