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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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Foundationally, we have adopted a “Commitment to Inclusion and Belonging Policy” which provides that all employment-related decisions be made in compliance with established equal opportunity statutes. Accordingly, all decisions to employ, transfer, promote, train, compensate or otherwise provide access to benefit programs are to be made in accordance with these statutes. In addition, in the United States we have an established program and underlying plans for office locations with 50 or more employees to formally measure, report on and identify needed actions to close any gaps involving the utilization and advancement of women, minorities, disabled persons, and veterans.
Building on this foundation, we sponsor and provide dedicated funding to multiple employee resource groups (“ERGs”) that help support our goals of workforce engagement and a strong sense of inclusion and belonging. FICO ERGs focus on women, race/ethnicity, LGBTQ+, and community support groups. All FICO ERGs are open to everyone at FICO to join. Our FICO Cares ERG encourages our people to connect with and contribute to their community. We encourage employees to participate in volunteer activities by providing work schedule flexibility and paid Community Volunteer Leave. We also encourage and match employee cash donations to qualified charitable organizations through our Corporate Matching Gift Program.
Across our global workforce, as of September 30, 2024, the percentage of males and females was 67% and 33%, respectively. Looking at our U.S. workforce, as of September 30, 2024, 45% were racially/ethnically diverse employees who are members of a protected class.
As one strategy to accelerate progress in expanding workforce diversity while investing in the base of our talent pyramid, we engage in targeted campus recruiting efforts. In the United States, we maintain and continue to expand our partnership with the Management Leadership for Tomorrow (MLT.org) organization, which helps us connect with racially diverse college students for summer internships followed by offers of full-time employment upon graduation. Also in the U.S., our FICO Educational Analytics Challenge program involves close partnerships with Historically Black Colleges and Universities through which we sponsor data science-focused projects with these experiences helping to fuel diversity recruiting efforts. In addition, our campus recruiting program in India, which targets software engineering and data science graduates, has yielded a female hiring ratio averaging near 50% annually in each of the past several years, helping us increase the percentage of women in our organization.
To help ensure understanding of our Commitment to Inclusion and Belonging Policy, as well as our Policy Against Harassment and other foundational and compliance policies, all new hires are provided with a copy of these policies during their onboarding process. In addition, we reinforce the importance of these policies during annual policy reminder communications. To equip our people with appropriate knowledge and outline their responsibilities, all employees receive mandatory training and testing on foundational and compliance policies during the on-boarding process and every two years thereafter, with people managers receiving training regarding their unique leadership responsibilities. As examples, we have a mandatory training program to identify, prevent and combat prohibited harassment, as well as training and “dialogue sessions” designed to build understanding of unconscious biases and strategies to overcome them.
Additional information on our diversity programs and efforts are available on the Corporate Responsibility page of our website at www.fico.com/en/corporate-responsibility. Information contained on our website is not deemed part of or incorporated by reference into this proxy statement.
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Talent Recruitment |
We leverage organizational culture as a competitive advantage in our efforts to attract people from the broadest possible talent pool. This includes marketing our Core Values, opportunities for professional development, competitive compensation and benefit programs, and strong focus on work/life balance and flexible work locations including home-based work. In addition, our job descriptions and public job postings have been written to reflect inclusive language.
We deploy selection practices designed to ensure strong alignment between candidate qualifications and knowledge and skills needed for success in each role, while avoiding unconscious biases through hiring manager education and use of decision tools. We have adopted a policy that seeks a level of qualified applicant pool diversity to be achieved prior to offer extension as a strategy for building workforce diversity along with high quality hires. Further, in the U.S., we detail our targeted base pay ranges on all public job postings and prohibit our recruiters from inquiring about a candidate’s current level of compensation. Our focus on the professional development of our people drives the internal posting of virtually all job opportunities. And, consistent with our remarkably low undesired attrition rate, FICO has significantly strengthened its position as an employer of choice over the past year, resulting in very attractive external candidate pools.
Fair Isaac Corporation l 2025 Proxy Statement 26
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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Professional Development |
To support professional development, we offer a structured onboarding program with training specific to a variety of identified career paths to help new employees become rapidly engaged and productive. We have invested in building the FICO Integrated Learning Organization (“ILO”), which is led by our Chief Learning Officer. The ILO develops customized learning content for colleagues, clients, and partners around the world. We deliver high quality, targeted new hire onboarding, technology and product skill training, compliance and management and leadership education through this “FICO Learning” platform. This allows our employees to obtain the knowledge and skills to effectively perform in their current roles, while also preparing them for new opportunities. We also offer financial support for degreed or certificated programs through a tuition reimbursement program.
We have defined specific career paths for all major functions in our organization so that our people understand how they can progress in their career by expanding their knowledge and skills. In doing so, our job titling system reflects both individual contributor (or technical) career tracks and people management career tracks to reinforce our philosophy that people can grow professionally in either track.
To further consistent administration, we conduct annual company-wide performance reviews supported by the use of performance rubrics for each major function. These rubrics set forth clear behavioral expectations for each function through a set of objective descriptors organized across our three levels of performance (Improvement Needed, Achieved Expectations, and Outstanding). In addition to rubrics, outcome-based goals are established for each individual based upon his/her specific role and priorities. Evaluation across both behavioral and outcome-based dimensions yields an overall performance assessment.
We define a “promotion” as an increase in pay band linked to the proven ability to be successful in the next level of responsibility. Our structured promotion process takes place twice annually with promotions to all job levels including senior job levels occurring with our year-end cycle (October/November) and promotions to lower and middle job levels taking place with our mid-year cycle (April/May). This process supports an integrated approach yielding improved consistency in promotion decisions, including that all groups are representatively recognized. Approximately 20% of our people are recognized via promotion each year.
Some of our employee development programs are mandatory. These include training targeting our Commitment to Inclusion and Belonging Policy, our Policy Against Harassment and other foundational compliance policies. Beyond these broad courses, a strength of our approach is that training can be highly customized by role and individual to target specific knowledge or skill priorities. On average, FICO employees engage in 20-40 hours of formal training per year inclusive of structured courses and self-paced exploratory learning. Management insights, coupled with quarterly employee engagement surveys and learning program feedback surveys, helps make the learning content delivered by our ILO remains highly relevant and effective.
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Compensation and Benefit Programs |
We regularly participate in market-based compensation surveys, seek the advice of outside experts, and leverage new hire, peer equity, and unplanned attrition trend data to ensure that our base pay and incentive structures are competitive. We create a strong sense of shared purpose by having our CEO and each member of our executive leadership team participate in the same annual cash incentive bonus design as all non-sales employees across our organization.
We conduct annual structured talent management and semi-annual rewards program reviews that are designed to closely link rewards to individual performance outcomes and for fairness in promotion and pay decisions. We have invested in building behaviorally anchored “performance rubrics” for all major role types across our organization to bring greater objectivity to the performance assessment process.
Beyond our structured promotion cycles, all compensation actions are determined in November following the conclusion of the year-end performance review process in October. This includes promotion and market-based base pay adjustments, annual bonus awards, and long-term incentive awards. This rewards-planning cycle ensures strong linkage between performance and rewards, and it allows for centralized review and refinement of reward recommendations leading to high quality and representative decisions.
Over the course of the past decade, we’ve steadily and significantly expanded participation in our annual performance-based equity program from 7% to just over 33% of our workforce. In addition, we offer an Employee Stock Purchase Plan for eligible employees, which is designed to promote even broader equity participation.
Fair Isaac Corporation l 2025 Proxy Statement 27
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Proxy Summary |
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Board of Directors |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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We offer competitive health and welfare benefit plans with significant company subsidies to offset premiums, retirement plans with a competitive company match to encourage participation, and flexible
paid-time-off
programs including vacation, sick time and disability time. We have paid Maternity and Parental Leave benefits totaling up to 12 weeks, and we have adopted a Well-Being Program designed to provide broad-based physical and mental health education and personal health coaching, as well as quarterly cash Wellness Awards designed to help employees fund wellness-related purchases which they find most valuable. In addition, we have a global Family Building Benefit program, which provides infertility, cryopreservation, surrogacy and adoption support services. In India, we have a Childcare Reimbursement program to assist parents of young children.
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Promoting a Healthy and Safe Work Environment |
We are committed to providing a safe and healthy workplace, and our professional work environments reflect that commitment with
computing equipment,
sit-stand
desk options, ergonomic chairs, and well-appointed breakrooms. We foster a healthy work/life balance for our people via both remote and hybrid work location policies that provide significant flexibility surrounding work location and work schedules. We continuously strive to meet or exceed compliance with all laws, regulations and accepted practices pertaining to workplace safety. All employees and contractors are required to comply with established safety policies, standards, and procedures. Our benefits and facilities teams regularly conduct ergonomic evaluations and take all reasonable steps to accommodate the unique needs of individuals. In addition, we conduct periodic training designed to promote a safe and healthy work environment – including both office and home-based work settings. Our Remote and Hybrid Work Policies allow our people to flexibly work from home and office environments, and we have provided our people with workstation and other equipment at both home and work. We have also substantially reduced employee travel to only essential business needs in favor of ongoing video-based meetings. Beyond workplace safety, all employees are made aware of and subject to our Code of Business Conduct and Ethics policy which sets forth clear expectations on a number of dimensions, including health and safety commitments.
FICO prohibits all workplace violence and threatening behavior by employees. Behaviors can include physical violence, as well as oral or written statements, gestures or expressions that communicate a direct or indirect threat of physical harm. We are committed to providing a work environment free of unlawful harassment. Our policy prohibits all unlawful harassment including sexual harassment and harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, national origin or ancestry, physical or mental disability, medical condition, veteran status, marital status, age, gender, sexual orientation or any other basis protected by federal, state, or local law or ordinance or regulation.
Finally, all employees and contingent workers are required to pass a comprehensive
pre-employment
background check addressing criminal convictions and verification of employment eligibility, identity, and educational and work history credentials.
Insider Trading Policy
We have an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our directors, officers, and employees, which is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards, a copy of which was filed as an exhibit to our Annual Report on
Form 10-K
for the fiscal year ended September 30, 2024.
Fair Isaac Corporation
l 2025 Proxy Statement 28
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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LETTER FROM THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE
To our fellow stockholders:
As the Leadership Development and Compensation Committee of the Board of Directors of FICO, it is our responsibility to attract, engage, develop, and retain the talent needed to power the decisions that help people and businesses around the world grow and prosper. Under Will Lansing’s leadership, FICO’s execution in this regard has been remarkable, and we see more opportunity ahead of us: our strategic shift is mid-stream, the current executive team has been critical in bringing FICO to this point, and we are certain it is the right team to see FICO through this next phase of growth.
Our team is comprised of experienced, invested leaders who have a passion for driving FICO’s business forward and a deep understanding of our customers and employees. Despite an intensely competitive market environment where the demand for top talent has been unrelenting over the past several years, our leaders discussed over the following pages have an average tenure of over 17 years. We attribute our strong focus on people, our culture of collaboration and performance, and our compensation program with enabling us to align, engage, and retain this talented group of leaders over time. And we continue to believe that the core design of our compensation program remains well-calibrated to create a shared, long-term focus across all levels of our organization on continued innovation, dedication to excellence and delivery of sustained value creation for our stockholders.
Notwithstanding this belief, we recognize our role as stewards for you, our stockholders, and took seriously the feedback that was shared during our outreach after last year’s annual meeting where stockholder support for our say-on-pay proposal was only 58%, well below historic support for our pay program. As we outline in the Compensation Discussion and Analysis presented over the following pages, we reached out to over 60 percent of stockholders over the past year and had conversations with investors representing nearly 30 percent of our shares outstanding. In these conversations, we heard that the one-time award granted to our CEO was the primary catalyst for those we met with who voted against say-on-pay last year, and accordingly have firmly committed not to make similar awards in the future absent extraordinary circumstances. Further, informed by this stockholder feedback, we have enhanced the design of our 2025 compensation program in several important ways:
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In our annual incentive program, we decreased the maximum performance achievable under the individual performance component from 200% to 150%; and |
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With respect to our performance-based equity tied to relative total shareholder return: |
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We updated the comparator group used to measure relative shareholder return performance from the Russell 3000 to the S&P 500; and |
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We increased the level of performance required to earn the target award opportunity from the index average to the 55th percentile of the index. |
We also further strengthened the alignment of our compensation practices with stockholder interests during 2024, by:
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Adopting a supplemental compensation recovery policy applicable to executive officers enabling us to claw back all incentive compensation, both time- and performance-based, in the event of specified misconduct; and |
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Refining our stock ownership guidelines applicable to directors and executive officers to exclude all stock options from being counted towards meeting our ownership requirements. |
Lastly, consistent with the suggestions of several stockholders, we completely redesigned our proxy disclosure, including the Compensation Discussion and Analysis, to provide clearer and more detailed information about our succession planning practices and our compensation program.
As noted above, we believe the principles underpinning our compensation program continue to be highly effective, and we have a strong executive team that continues to deliver remarkable shareholder value. Under Mr. Lansing’s tenure as CEO, our total shareholder return is over 5,333%, something less than one percent of Russell 3000 companies can claim to have achieved over this same time period. While this accomplishment is remarkable, we remain excited about FICO’s future.
Thank you for your investment, support and commitment to FICO’s long-term success.
Sincerely,
The Leadership Development and Compensation Committee of the Board of Directors of FICO
Fair Isaac Corporation l 2025 Proxy Statement 36
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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relative return factor yielded 24,966. Subtracting the 16,644 MSUs earned for the first and second performance periods yields the remaining 8,322 MSUs earned for the third performance period. The total number of Mr. Deal’s and Mr. Scadina’s target fiscal 2022 MSUs was 3,567 each, and multiplying by the 200% relative return factor yielded 7,134 MSUs each. Subtracting the 4,756 MSUs earned by each for the first and second performance periods yields the remaining 2,378 MSUs earned by each for the third performance period. The total number of Mr. Wehmann’s target fiscal 2022 MSUs was 5,350, and multiplying by the 200% relative return factor yielded 10,700 MSUs. Subtracting the 7,134 MSUs earned for the first and second performance periods yields the remaining 3,566 MSUs earned for the third performance period.
Restricted Stock Units (“RSUs”). The RSUs granted in fiscal 2024 provide a link to our stock price performance, as well as promote our retention objectives over a multi-year vesting period. Generally, the RSUs granted by the LDCC to executive officers vest in four equal annual installments beginning on the first anniversary of the grant date.
As in prior fiscal years, the LDCC permitted our executive officers to exchange up to 100% of their annual time-vested RSUs for non-qualified stock options (“NQSOs”) on an economically equivalent basis, while maintaining the existing four-year annual vesting requirement. We have provided executives with this flexibility of choice since fiscal 2015 as a retention tool, as the LDCC believes that NQSOs provide attractive leverage to the recipient and permit the holder to determine when taxable income events occur via a decision to exercise their NQSOs. In fiscal 2024, however, none of our named executive officers elected to receive a NQSO in exchange for an RSU award.
COMPENSATION-SETTING PROCESS
LDCC Process
Members of executive management participate in the LDCC’s meetings at the LDCC’s request. Management’s role is to contribute input and analysis, which the LDCC considers in making its decisions. The LDCC is not bound by management’s recommendations, but the LDCC relies on the insights of our CEO and Chief Human Resources Officer in determining compensation for our executive officers, other than our CEO. The LDCC also consults with its independent compensation consultant during its review of executive officer compensation. Prior to making decisions on executive compensation, the LDCC refers to comprehensive statements and reports prepared by its compensation consultant and management that reflect the amount and elements of each executive officer’s target total direct compensation opportunity relative to competitive market practices.
The LDCC conducts an annual performance review of our CEO in connection with the determination of his compensation. As part of this process, one or more LDCC members and/or the Chairman of our Board of Directors meet with each senior executive to discuss our CEO’s performance using a structured interview approach. In addition, each Board member completes a written evaluation of our CEO and submits it to the LDCC. Based on these interviews and written evaluations, as well as on its own determinations regarding our CEO’s performance, the LDCC prepares a final performance review for our CEO. The LDCC then submits a recommendation for our CEO’s compensation to our Board of Directors for discussion. Following such discussion, the LDCC finalizes its determination of our CEO’s compensation and informs our CEO of such determination, together with the final performance review.
For each named executive officer, in determining an individual’s compensation levels, the LDCC considers a number of factors, including the executive officer’s role within the Company, experience, performance, and potential for development, the cost to the Company of replacing the individual, and compensation peer group data for comparable roles within the peer group companies. The LDCC does not benchmark total compensation or individual elements of compensation to particular percentiles within the peer group, but aims to create competitive pay packages that reflect the Company’s and individuals’ performance and that are generally intended to deliver above market median compensation if long-term equity incentive awards pay out at or above target based on challenging required levels of performance. In connection with our fiscal 2024 executive compensation program, the LDCC reviewed summary reports prepared by its compensation consultant and by management reflecting current and proposed base salary, short-term cash incentive and equity award levels for our executive officers. Each element was analyzed relative to the Company’s compensation peer group.
Fair Isaac Corporation l 2025 Proxy Statement 56
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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Use of Compensation Consultant
The LDCC retains an external, independent compensation consultant to assist it in analyzing our executive compensation program and assessing market levels of compensation. For fiscal 2024, the LDCC engaged Compensia, Inc. to provide competitive practice and market compensation data, advice regarding the design of compensation programs for our executive officers and non-employee directors, input regarding specific compensation actions for our executive officers and analysis of the composition of our compensation peer group.
Compensation Consultant Conflict of Interest Analysis
The LDCC has considered the relationships that the compensation consultant it engaged in fiscal 2024 has had with the Company, the members of the LDCC and the Company’s executive officers, as well as the policies that the consultant has in place to maintain its independence and objectivity and has determined that no conflicts of interest arose from the work performed by such consultant.
Retirement Arrangements
We offer a Section 401(k) plan for all eligible employees. Under this program, our executive officers (like all of our eligible employees) can receive a Company matching contribution on amounts they contribute to the Section 401(k) plan as follows: 100% match of the first 3% of eligible compensation contributed by the executive officer, followed by a 50% match of the next 2% of eligible compensation contributed by the executive officer. Our executive retirement and savings plan allows our vice presidents and more senior executive officers to defer up to 25% of their base salary and 75% of their short-term cash incentive awards into an investment account. Amounts in this account are payable upon certain employment termination events as specified in the plan.
In November 2018, the LDCC approved the inclusion of retirement provisions in the award agreements for the equity awards granted to our executive officers beginning in December 2018. In May 2023, the LDCC amended the retirement qualification provisions in such award agreements. Such provisions allow for continued vesting of outstanding equity awards upon an executive officer’s retirement provided that (i) such executive officer (a) is 55 or older, (b) has at least 5 years of continuous service as an employee (which must be immediately preceding the date of termination), and (c) has served at least five cumulative years as an Executive Vice President of the Company (while both (b) and (c) must be satisfied, periods of time served as an Executive Vice President under (c) may also be counted toward the five years of continuous service requirement under (b)), and (ii) the sum of such executive officer’s age as of the date of his or her termination plus their years of service as an employee equals at least 75. In order to qualify for continued vesting, the executive officer must provide at least one year’s notice of his or her retirement and must also be available to provide service to the Company, if requested, during the continued vesting period. In addition, during the continued vesting period, the executive officer may not become employed by another entity or organization. The LDCC believes the retirement provisions help enhance retention of our executive officers, improve the executive transition process by ensuring sufficient time to plan for a successor, and ensure continued support from the former executive officer following retirement.
Because the LDCC’s intent in making the special performance-based retention and leadership continuity awards of MSUs and NQSOs to Mr. Lansing in June 2023 was to secure Mr. Lansing’s continued leadership during the next five years, the terms of those MSUs and NQSOs provide that if Mr. Lansing retires, his retirement will not entitle him to acceleration or continued vesting of those MSUs and NQSOs.
Other Compensation Arrangements
Our executive officers participate in our general employee benefit plans and programs, including health and dental benefits, on the same terms as all of our other full-time employees. We also pay the premiums for group life, accidental death and dismemberment, and business travel accident insurance for all eligible employees, including our executive officers, in a coverage amount based upon their base salary. We do not provide material perquisites.
Post-Employment Compensation Arrangements
Each of our named executive officers who is a current executive officer is party to a Letter Agreement that, among other things, provides for payments and benefits in the event of termination of employment by the Company without cause or by the executive officer for good reason, and a Management Agreement that provides for payments and benefits in the event of such a termination of employment in connection with a change in control of the Company. These agreements are described in detail later in this proxy statement.
Fair Isaac Corporation l 2025 Proxy Statement 58
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Audit Committee Matters |
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The LDCC believes that these severance and
arrangements are meaningful recruitment and retention devices, are important components in a competitive compensation package for our named executive officers, and will mitigate concerns that the executive officers may have regarding their continued employment prior to or following a change in control of the Company, thereby allowing them to focus their undivided attention on advancing the interests of the Company and its stockholders. The
arrangements are “double-trigger” (that is, they require both a change in control of the Company and a termination of employment without cause or by the executive officer for good reason within 24
months of the change in control) and the named executive officers are not eligible to receive tax payments or
gross-ups
in connection with any
arrangement.
Policies and Procedures Related to the Grant of Certain
Equity
Awards
Equity awards granted to our named executive officers in fiscal 2024 were
granted
under the
2021 Long-Term Incentive Plan (“2021 LTIP”), which authorizes the issuance of equity awards, including stock options, stock appreciation rights, restricted stock awards, stock unit awards and other stock-based awards. Equity awards for all executive officers are approved by the LDCC. The LDCC has delegated authority to our CEO to approve the granting of equity awards to employees who are not executive officers, subject to certain parameters approved by the LDCC.
The exercise price of stock options is set at fair market value of our common stock on the date of grant, with annual equity awards generally granted by the LDCC on a pre-determined
day in December of each fiscal year, consistent with our annual compensation cycle. The dates for these grants are typically set in advance on a fairly consistent cadence year over year. The timing of any equity grants to executive officers in connection with new hires, promotions, or other
non-routine
grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date), and such awards are typically accumulated and granted together early in the month following the triggering event.
As a result, in all cases, the timing
of
grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and the LDCC does
not time the disclosure of material
nonpublic
information for the purpose of affecting the value of equity-based compensation.
Executive Stock Ownership Guidelines
Our Board of Directors has adopted stock ownership guidelines for our executive officers. Our CEO is required to own at least 100,000 shares of our common stock, and our Executive Vice Presidents are required to own shares valued at least five times their annual base salary. During 2024, we updated our guidelines to provide that only shares owned outright and unvested time-based vesting vehicles are counted for purposes of determining compliance with these guidelines (stock options and unachieved performance-based equity awards do not count towards ownership). The guidelines provide that executive officers should achieve the stated guidelines within five years of appointment. As of the end of fiscal 2024, all of our executive officers had met or exceeded their required stock ownership level or were making acceptable progress to their required level.
Executive Officer Incentive Compensation Recovery Policy
We have a Compensation Recovery Policy as required by the listing standards of the New York Stock Exchange (the “Required Clawback Policy”). The Required Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our named executive officers. The Required Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Required Clawback Policy provides that promptly following such an accounting restatement, the LDCC will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return.
Fair Isaac Corporation
l 2025 Proxy Statement 59
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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What is the voting requirement for advisory approval of the named executive officer compensation as disclosed in this proxy statement (Proposal 2)?
The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary for advisory approval of the named executive officer compensation as disclosed in this proxy statement. Because your vote on executive compensation is advisory, it will not be binding upon the Company or the Board of Directors. However, the LDCC will take into account the outcome of the vote when considering future executive officer compensation programs. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does not have discretionary authority to vote your shares on compensation-related proposals, so any shares you hold in street name will not be cast if your broker, bank, trust or other nominee does not receive voting instructions from you. Therefore, broker non-votes will be counted toward the presence of a quorum but will not be counted “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.
What is the voting requirement to ratify the appointment of Deloitte (Proposal 3)?
The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending September 30, 2025. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does have discretionary authority to vote your shares on Proposal 3, even if the broker or other nominee does not receive voting instructions from you. Therefore, we do not expect any broker non-votes with respect to Proposal 3. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.
What if other business is properly brought before the Annual Meeting for stockholder action?
The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters are properly brought before the Annual Meeting, the persons named as proxies in the accompanying proxy card will have discretion with respect to how to vote the shares represented by them.
How many votes do I have?
You are entitled to one vote for each share of common stock that you hold for each nominee for director and for each other matter presented for a vote at the Annual Meeting. There is no cumulative voting.
How do I vote my shares?
If you are a stockholder of record, you may vote by proxy prior to the Annual Meeting by marking, signing, dating and returning the proxy card, or by following the internet or telephone voting instructions on the proxy card. You many also attend the Annual Meeting and vote in person.
If you are a beneficial owner of shares held in street name, may vote by proxy prior to the Annual Meeting by following the instructions you receive from the broker, bank or nominee that is considered the stockholder of record with respect to those shares. If you would like to vote at the Annual Meeting, must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the meeting.
What can I do if I change my mind after I vote my shares?
If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:
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Sending written notice of revocation to the Corporate Secretary of FICO, 181 Metro Drive, Suite 700, San Jose, California 95110; |
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Submitting a new proxy by telephone, internet or paper ballot after the date of the revoked proxy; or |
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Attending the Annual Meeting and voting in person. |
Fair Isaac Corporation l 2025 Proxy Statement 91
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.
Who will count the vote?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.
Is my vote confidential?
Any proxy, ballot or other voting material that identifies the particular vote of a stockholder and contains the stockholder’s request for confidential treatment will be kept confidential, except in the event of a contested proxy solicitation or as may be required by law. We may be informed whether or not a particular stockholder has voted and will have access to any comment written on a proxy, ballot or other material and to the identity of the commenting stockholder. The inspector of election will be an independent third party not under our control.
What constitutes a quorum?
As of the record date, 24,442,840 shares of FICO common stock were issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum. Abstentions and broker non-votes will be counted in determining if there is a quorum.
Who can attend the Annual Meeting?
All stockholders as of the record date may attend the Annual Meeting but must have an admission ticket. If you are a stockholder of record, the ticket attached to the proxy card will admit you. If you are a beneficial owner, you may request a ticket by writing to the Corporate Secretary, 181 Metro Drive, Suite 700, San Jose, California 95110. You must provide evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee. Stockholders who arrive at the Annual Meeting without an admission ticket will be required to present identification matching the corresponding stockholder account name at the registration table located outside the meeting room. If you are a stockholder whose shares are held by a bank, broker or other nominee, you will be asked to certify to such ownership at the registration table prior to the Annual Meeting.
What are FICO’s costs associated with this proxy solicitation?
We have hired Innisfree M&A Incorporated to assist in the solicitation of votes for $20,000 plus reasonable out-of-pocket expenses. FICO employees, officers and directors may also solicit proxies. We will bear the expense of preparing, printing and mailing the Proxy Material, and reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of common stock.
How can I obtain the Company’s corporate governance information?
The following FICO corporate governance documents are available on the “Investors” page of our website at www.fico.com and are also available in print and free of charge to any stockholder who requests them:
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Corporate Governance Guidelines; |
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Board Committee Charters — Audit Committee; Governance, Nominating and Executive Committee; and Leadership Development and Compensation Committee; |
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Code of Business Conduct and Ethics; |
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Code of Ethics for Senior Financial Management; and |
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Director Independence Criteria. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, MARCH 5, 2025: The Proxy Material is located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.
Fair Isaac Corporation l 2025 Proxy Statement 92
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Proxy Summary |
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Board of Directors |
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Corporate Governance |
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Executive Compensation |
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Audit Committee Matters |
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Stock Ownership |
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Other Matters |
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OTHER INFORMATION
Stockholder Communications with Directors
Stockholders and other interested parties may communicate with non-employee directors by sending written communications to the Board of Directors or specified individual directors by addressing their communications to the Corporate Secretary, Fair Isaac Corporation, 181 Metro Drive, Suite 700, San Jose, California 95110. The communications will be collected by the Corporate Secretary and delivered, in the form received, to the presiding director, or, if so addressed, to a specified director.
Stockholder Proposals and Nominations of Directors
Under the SEC rules, if a stockholder wants us to include a proposal in our proxy statement and proxy card for our 2026 annual meeting of stockholders, the proposal must be received by our Corporate Secretary, 5 West Mendenhall, Suite 105, Bozeman, Montana 59715, no later than 5:00 P.M. local time on September 29, 2025, to be considered for inclusion in the proxy statement and proxy card for that meeting. Stockholder communications to the Board, including any such communications relating to director nominees, may also be addressed to our Corporate Secretary at that address.
In order for business, other than a stockholder proposal included in our proxy statement and proxy card, to be properly brought by a stockholder before the 2026 annual meeting, the stockholder must give timely written notice thereof to the Corporate Secretary and must otherwise comply with our Bylaws. Our Bylaws provide that, to be timely, a stockholder’s notice must be received by our Corporate Secretary at our principal executive offices no fewer than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting. In the case of an annual meeting which is held more than 25 days before or after such anniversary date, in order for notice by the stockholder to be considered timely, it must be received no later than the close of business on the 10th day following the date of the first public announcement of the date of the annual meeting.
In addition to satisfying the foregoing requirements, in order to comply with the universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees for election at the 2026 annual meeting, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 5, 2026.
Householding
We may deliver just one proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. This practice, which is commonly referred to as “householding,” is permitted by Rule 14a-3(e)(1) under the Exchange Act. It helps to reduce costs, clutter and paper waste for us and our stockholders.
However, we will promptly deliver a separate copy if requested by any stockholder at a shared address subject to householding. Requests for additional copies of this proxy statement should be directed in writing to Broadridge Financial Solutions, Inc., Attn. Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at 1-866-540-7095.
In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy of any future proxy materials by contacting the Corporate Secretary at 181 Metro Drive, Suite 700, San Jose, California 95110 (if your shares are registered in your own name) or your bank, broker or other nominee (if your shares are registered in their name).
Internet Access to Proxy Materials
The proxy materials are located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.
Fair Isaac Corporation l 2025 Proxy Statement 93
Pay vs Performance Disclosure
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12 Months Ended |
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Sep. 30, 2024
USD ($)
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Sep. 30, 2023
USD ($)
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Sep. 30, 2022
USD ($)
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Sep. 30, 2021
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between the compensation of our CEO (or Principal Executive Officer (“PEO”)) and other named executive officers (“Non-PEO NEOs”), and certain financial performance measures of the Company for the fiscal years ended September 30, 2024, September 30, 2023, September 30, 2022, and September 30, 2021. For further information on the LDCC’s philosophy and how executive compensation aligns with the Company’s performance, refer to the Compensation Discussion and Analysis section of this proxy statement.
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Fiscal
Year |
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Summary Compensation Table Total for PEO (1&2) ($) |
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Compensation Actually Paid to PEO (1&3) ($) |
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Average Summary Compensation Table Total for Non-PEO NEOs (1&2) ($) |
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Average
Compensation
Actually Paid to Non-PEO NEOs ($) (1&3) |
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Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (4) |
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Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($) (4) |
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Net Income ($ millions) (5) |
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FICO TSR Relative to Russell 3000 TSR (6) |
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2024 |
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35,321,363 |
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267,804,394 |
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7,765,190 |
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38,261,079 |
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456.90 |
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132.28 |
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512.8 |
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123.78% |
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2023 |
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66,349,962 |
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155,154,377 |
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7,236,681 |
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20,278,836 |
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204.18 |
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109.39 |
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429.4 |
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92.30% |
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2022 |
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18,913,781 |
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29,544,755 |
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7,033,248 |
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10,705,303 |
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96.86 |
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75.34 |
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373.5 |
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22.37% |
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2021 |
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19,429,745 |
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18,445,604 |
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7,034,096 |
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5,948,897 |
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93.55 |
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121.98 |
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392.1 |
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-36.51% |
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(1) |
NEOs included in these columns reflect the following: |
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Year |
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PEO |
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2024 |
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Mr. Lansing |
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Mr. Weber, Mr. Deal, Mr. Scadina, and Mr. Wehmann |
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2023 |
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Mr. Lansing |
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Mr. Weber, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. McLaughlin |
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2022 |
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Mr. Lansing |
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Mr. McLaughlin, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. Moldt |
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2021 |
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Mr. Lansing |
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Mr. McLaughlin, Ms. Covert, Mr. Wehmann, and Mr. Moldt |
(2) |
Amounts reflect the total compensation for our PEO, and the average total compensation of our Non-PEO NEOs, as reported in the Summary Compensation Table for each applicable fiscal year. |
(3) |
The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) and do not reflect compensation actually earned, realized or received by the Company’s PEO and Non-PEO NEOs. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the fiscal years displayed in the tables below. For MSUs with a relative total shareholder return (“TSR”) metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate the fair value of the awards at grant under U.S. GAAP. The range of estimates used in the Monte Carlo calculations are as follows: | (i) for fiscal 2024, expected volatility between 36.4% - 40.9% and risk-free interest rate between 3.58 % - 4.87%; (ii) for fiscal 2023, expected volatility between 36.6% - 41.1% and risk-free interest rate between 4.53% - 5.49%; (iii) for fiscal 2022, expected volatility 44.2% and risk-free interest rate between 3.20% - 4.19%; and (iv) for fiscal 2021, expected volatility 42.7% and risk- free interest rate between 0.05% - 0.32%. For PSUs, which have metrics related to Adjusted Revenue and Adjusted EBITDA, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For a discussion of the assumptions made in the valuation of these awards at grant, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on November 6, 2024. For each fiscal year reflected, the “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the Non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K. None of our NEOs participate in a pension plan; therefore, no adjustment from the Summary Compensation Table total related to pension value was made.
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PEO |
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Summary Compensation Table Total for PEO |
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Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
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(33,311,064) |
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(48,996,329) |
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(16,942,011) |
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(17,458,576) |
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Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
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— |
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(15,347,003) |
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— |
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— |
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Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
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79,637,186 |
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96,247,570 |
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23,898,368 |
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14,491,303 |
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Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year |
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— |
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— |
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— |
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— |
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Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
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167,553,343 |
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39,425,963 |
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3,472,867 |
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(5,508,726) |
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Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
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18,603,564 |
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17,474,214 |
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201,749 |
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7,491,858 |
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Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
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— |
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— |
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— |
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— |
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Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
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— |
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— |
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— |
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— |
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Compensation Actually Paid for PEO |
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Average of Summary Compensation Table Total for Non-PEO NEOs |
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|
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Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
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(6,996,111) |
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|
|
(6,578,189) |
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|
|
(6,293,097) |
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(6,235,329) |
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Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
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— |
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|
|
— |
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|
|
— |
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|
|
— |
|
|
|
|
|
|
Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
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|
16,725,693 |
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|
|
9,468,316 |
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|
|
8,877,029 |
|
|
|
5,175,567 |
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|
|
|
Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
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|
16,499,239 |
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|
|
8,481,736 |
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|
|
944,482 |
|
|
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(869,504) |
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|
|
|
|
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Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
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|
4,267,068 |
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|
|
3,371,020 |
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|
|
143,642 |
|
|
|
844,067 |
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|
|
|
|
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Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
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|
— |
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|
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(1,701,020) |
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|
— |
|
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|
— |
|
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|
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Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Average Compensation Actually Paid for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 on September 30, 2020, including reinvestment of any dividends, through and including the end of each fiscal year shown in the table. The Peer Group used to determine the Company’s Peer Group TSR is the S&P 500 Application Software Index, which is the industry index used in the stock price performance graph in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation S-K. |
(5) |
Amounts reflect our net income as reported in our audited financial statements for the applicable fiscal year. |
(6) |
Reflects relative TSR vs. the Russell 3000 Index. We determined relative TSR to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance to “Compensation Actually Paid” to our PEO and Non-PEO NEOs in fiscal 2024. Relative TSR is the financial metric used in our MSU awards. This performance measure may not have been the most important financial performance measure in past years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relative TSR is equal to FICO TSR over each one-year period less the TSR of the Russell 3000 Index. |
|
|
|
|
| Company Selected Measure Name |
FICO TSR Relative to Russell 3000 TSR
|
|
|
|
| Named Executive Officers, Footnote |
(1) |
NEOs included in these columns reflect the following: |
|
|
|
|
|
Year |
|
PEO |
|
|
|
|
|
2024 |
|
Mr. Lansing |
|
Mr. Weber, Mr. Deal, Mr. Scadina, and Mr. Wehmann |
|
|
|
2023 |
|
Mr. Lansing |
|
Mr. Weber, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. McLaughlin |
|
|
|
2022 |
|
Mr. Lansing |
|
Mr. McLaughlin, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. Moldt |
|
|
|
2021 |
|
Mr. Lansing |
|
Mr. McLaughlin, Ms. Covert, Mr. Wehmann, and Mr. Moldt |
|
|
|
|
| Peer Group Issuers, Footnote |
The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 on September 30, 2020, including reinvestment of any dividends, through and including the end of each fiscal year shown in the table. The Peer Group used to determine the Company’s Peer Group TSR is the S&P 500 Application Software Index, which is the industry index used in the stock price performance graph in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation S-K.
|
|
|
|
| PEO Total Compensation Amount |
$ 35,321,363
|
$ 66,349,962
|
$ 18,913,781
|
$ 19,429,745
|
| PEO Actually Paid Compensation Amount |
$ 267,804,394
|
155,154,377
|
29,544,755
|
18,445,604
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PEO |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total for PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
|
|
(33,311,064) |
|
|
|
(48,996,329) |
|
|
|
(16,942,011) |
|
|
|
(17,458,576) |
|
|
|
|
|
|
Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
|
|
— |
|
|
|
(15,347,003) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
|
|
79,637,186 |
|
|
|
96,247,570 |
|
|
|
23,898,368 |
|
|
|
14,491,303 |
|
|
|
|
|
|
Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
|
|
167,553,343 |
|
|
|
39,425,963 |
|
|
|
3,472,867 |
|
|
|
(5,508,726) |
|
|
|
|
|
|
Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
|
|
18,603,564 |
|
|
|
17,474,214 |
|
|
|
201,749 |
|
|
|
7,491,858 |
|
|
|
|
|
|
Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Compensation Actually Paid for PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 7,765,190
|
7,236,681
|
7,033,248
|
7,034,096
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 38,261,079
|
20,278,836
|
10,705,303
|
5,948,897
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average of Summary Compensation Table Total for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year |
|
|
(6,996,111) |
|
|
|
(6,578,189) |
|
|
|
(6,293,097) |
|
|
|
(6,235,329) |
|
|
|
|
|
|
Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year |
|
|
16,725,693 |
|
|
|
9,468,316 |
|
|
|
8,877,029 |
|
|
|
5,175,567 |
|
|
|
|
|
|
Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year |
|
|
16,499,239 |
|
|
|
8,481,736 |
|
|
|
944,482 |
|
|
|
(869,504) |
|
|
|
|
|
|
Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year |
|
|
4,267,068 |
|
|
|
3,371,020 |
|
|
|
143,642 |
|
|
|
844,067 |
|
|
|
|
|
|
Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year |
|
|
— |
|
|
|
(1,701,020) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Average Compensation Actually Paid for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our Non-PEO NEOs over the four covered fiscal years compared to the cumulative TSR performance of both the Company and the Peer Group.
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Net Income The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our Non-PEO NEOs compared to net income over the four covered fiscal years.
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Relative One-Year TSR The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our Non-PEO NEOs compared to our relative one-year TSR.
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) vs. Cumulative TSR of Company and the Peer Group The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our Non-PEO NEOs over the four covered fiscal years compared to the cumulative TSR performance of both the Company and the Peer Group.
|
|
|
|
| Tabular List, Table |
Tabular List of Most Important Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and our Non-PEO NEOs for the fiscal year ended September 30, 2024 to Company performance. The measures in this table are not ranked.
|
| |
One-year TSR relative to Russell 3000 Index |
|
Adjusted Revenue |
|
Adjusted EBITDA |
|
|
|
|
| Total Shareholder Return Amount |
$ 456.9
|
204.18
|
96.86
|
93.55
|
| Peer Group Total Shareholder Return Amount |
132.28
|
109.39
|
75.34
|
121.98
|
| Net Income (Loss) |
$ 512,800,000
|
$ 429,400,000
|
$ 373,500,000
|
$ 392,100,000
|
| Company Selected Measure Amount |
123.78
|
92.3
|
22.37
|
(36.51)
|
| PEO Name |
Mr. Lansing
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
One-year TSR relative to Russell 3000 Index
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Revenue
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA
|
|
|
|
| PEO | Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (33,311,064)
|
$ (48,996,329)
|
$ (16,942,011)
|
$ (17,458,576)
|
| PEO | Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
(15,347,003)
|
|
|
| PEO | Fair Value at Covered Fiscal Year End of Outstanding Unvested Awards Granted in Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
79,637,186
|
96,247,570
|
23,898,368
|
14,491,303
|
| PEO | Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
167,553,343
|
39,425,963
|
3,472,867
|
(5,508,726)
|
| PEO | Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
18,603,564
|
17,474,214
|
201,749
|
7,491,858
|
| Non-PEO NEO | Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(6,996,111)
|
(6,578,189)
|
(6,293,097)
|
(6,235,329)
|
| Non-PEO NEO | Fair Value at Covered Fiscal Year End of Outstanding Unvested Awards Granted in Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
16,725,693
|
9,468,316
|
8,877,029
|
5,175,567
|
| Non-PEO NEO | Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
16,499,239
|
8,481,736
|
944,482
|
(869,504)
|
| Non-PEO NEO | Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 4,267,068
|
3,371,020
|
$ 143,642
|
$ 844,067
|
| Non-PEO NEO | Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
$ (1,701,020)
|
|
|
