FAIR ISAAC
CORPORATION

Proxy Highlights 2025

Annual meeting of stockholders to be held March 5, 2025

This summary of the 2025 Proxy Statement is provided for informational purposes only. For a complete and detailed understanding of our corporate governance and executive compensation practices, please refer to the full Proxy Statement.

A Message from our Chairman and our CEO

“We would also like to acknowledge the entire FICO team for its extraordinary execution of our “act like an owner” mindset, including its relentless focus on customer success and innovation, which is the driving force behind the remarkable results we continue to achieve for our business and our stockholders”

Dear Stockholders,

Fiscal 2024 was another exceptional year for FICO, as demonstrated by the achievement of significant financial and operational milestones across both our Software and Scores businesses. We achieved record annual revenues of $1.72 billion, up 13% versus the prior year, and record net income of $513 million, with $20.45 of diluted earnings per share, up 21% versus the prior year. In our Software segment, we saw the momentum of FICO® Platform continue to build. The Annual Recurring Revenue for the FICO® Platform exceeded 30% year-over-year growth in each quarter of fiscal 2024. In our Scores segment, the growth we experienced in fiscal 2024 reflected our leadership and the industry’s ongoing recognition of the FICO® Score as the standard measure of U.S. consumer credit risk.

These successes were reflected in our continued strong stock price performance, which reached an all-time high during 2024, and make us confident that we have the right strategies, solutions and teams in place to further build on our achievements in fiscal 2025. We would also like to acknowledge the entire FICO team for its extraordinary execution of our “act like an owner” mindset, including its relentless focus on customer success and innovation, which is the driving force behind the remarkable results we continue to achieve for our business and our stockholders. With our market-leading Software and Scores businesses and best-in-class team, we are exceptionally well-positioned to continue delivering profitable growth in fiscal 2025 while accelerating our competitive advantage.

Against this performance backdrop, it is our pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of Fair Isaac Corporation at our San Jose, CA office on Wednesday, March 5, 2025, at 9:30 a.m. Pacific Time. At this year’s meeting, we will vote on the election of directors and the ratification of the selection of Deloitte & Touche LLP as FICO’s independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of FICO’s named executive officers. Finally, stockholders will have an opportunity to ask questions.

Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote by proxy prior to the meeting over the internet, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you attend the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of FICO.

Braden R. Kelly, Chairman

William J. Lansing, CEO

Year-Over-Year Stock Returns

Revenue

$1.51Bn (FY2023)
$ 0 Bn

+13% YoY

Adjusted EBITDA

$781Mn (FY2023)
$ 0 Mn

+16% YoY

Net Income

$452Mn (FY2023)
$ 0 Mn

+16% YoY

EPS

$17.18 (FY2023)
$ 0

+21% YoY

1-Year TSR

Russell 3000 | 33.3%
0 %

3-Year TSR

Russell 3000 | 26.7%
0 %

Director Nominees

Braden R. Kelly

Independent Chairman

Chairman of Governance, Nominating and Executive Committee

Member of Leadership Development and Compensation Committee

Age: 54

Tenure: 12

Skills & Experience

  • Technology leadership
  • Financial expertise
  • Investment experience
  • Strategy development
  • International business
  • Mergers and acquisitions

Principal Occupation

Partner of Health Evolution Partners

Fabiola R. Arredondo

Independent Director

Member of Leadership Development and Compensation Committee

Age: 58

Tenure: 5

Skills & Experience

  • Investment experience
  • Strategy development
  • International business
  • Mergers and acquisitions
  • Sales and marketing intelligence

Principal Occupation

Managing Partner of Siempre Holdings LLC

William J. Lansing

CEO | Non-Independent Director

Committee Membership – None

Age: 66

Tenure: 19

Skills & Experience

  • Technology leadership
  • Executive leadership
  • Financial expertise
  • Strategy development
  • SaaS experience
  • Risk management

Principal Occupation

Chief Executive Officer of Fair Isaac Corporation

Eva Manolis

Independent Director

Member of Leadership Development and Compensation Committee

Age: 61

Tenure: 6

Skills & Experience

  • Technology leadership
  • Executive leadership
  • Cloud-based software experience

Principal Occupation

Former Vice President of Amazon.com, Inc.

Marc F. McMorris

Independent Director

Member of Audit Committee

Age: 56

Tenure: 9

Skills & Experience

  • Technology leadership
  • Financial expertise
  • Investment experience
  • Mergers and acquisitions
  • SaaS experience

Principal Occupation

Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC

Joanna Rees

Independent Director

Chairman of Leadership Development and Compensation Committee

Member of Governance, Nominating and Executive Committee

Age: 63

Tenure: 10

Skills & Experience

  • Technology leadership
  • Executive leadership
  • Financial expertise
  • Investment experience
  • Sales and marketing intelligence

Principal Occupation

Executive Chairman of West Global

David A. Rey

Independent Director

Chairman of Audit Committee

Member of Governance, Nominating and Executive Committee

Age: 74

Tenure: 14

Skills & Experience

  • Financial expertise
  • Strategy development
  • International business
  • Cybersecurity oversight

Principal Occupation

Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group

H. Tayloe Stansbury

Independent Director

Member of Audit Committee

Age: 63

Tenure: 1

Skills & Experience

  • Technology leadership
  • Executive leadership
  • Financial expertise
  • Investment experience
  • Cybersecurity oversight
  • Mergers and acquisitions
  • SaaS experience
  • Cloud-based software experience
  • Artificial Intelligence experience

Principal Occupation

Chief Executive Officer of Kaleidescape, Inc.

Our board is independent, actively involved and provides oversight

01. All our non-executive directors are independent

02. All committees are independent

03. CEO/Chairman roles are separate

Composition of Director Nominees

0 %

Independent

0 %

Female

0 %

Racial Diversity

0

Average Age

0

Average Tenure

Driving Performance, Rewarding Leadership: A Pay Mix Aligned for Success

Pay Mix

CEO                

Other NEOs                

  • >
    Over 90% of compensation is variable.
  • >
    More than 60% of compensation is directly linked to financial and TSR performance.

Annual Incentive Snapshot​

  • >
    The pay outcomes for fiscal year 2024 highlight the strong connection between pay and performance within the compensation program.
  • >
    The financial goals established for the annual incentive plan exceeded the maximum target, resulting in the maximum payout based on company performance.

Performance-Driven LTI Awards for Long-Term Success

  • 01.
    Performance share units were earned at 200% of the target because the company surpassed the maximum revenue and adjusted EBITDA goals.
  • 02.
    All three tranches of the market share units, which had a performance period ending at the close of fiscal year 2024, achieved 200% due to the company's performance outperforming the Russell 3000 index

Your Vote is Important

Voting Matters and Recommendations

Proposal Board Recommendation​ ISS Recommendation​ Glass Lewis Recommendation​
Election of Directors
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Advisory Vote to Approve
Executive Compensation
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Ratification of Independent Registered
Public Accounting Firm
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How to Vote

By Internet

www.proxyvote.com

By Telephone

1-800-690-6903

By Mail

Sign, date, and return the
proxy card in the prepaid envelope

Annual Report 2024

Proxy Statement 2025

Please be sure to vote your shares by 11:59 P.M. Eastern Time the day before the meeting date