DEF 14A of Fair Isaac Corp, Jan 10, 2024

DEF 14A of Fair Isaac Corp

Filed Jan 10, 2024 · FY20230001193125-24-005936

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | FISCAL 2023 OPTION EXERCISES AND STOCK VESTED | 62 | | NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023 | 63 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 64 | | Executive Officer Management Agreements | 64 | | Severance Arrangements | 65 | | Equity Awards | 65 | | Insurance Benefits | 65 | | Estimated Payments That Would Have Been Made to the Named Executive Officers | 66 | | EQUITY COMPENSATION PLAN INFORMATION | 71 | | CEO PAY RATIO | 72 | | PAY VERSUS PERFORMANCE | 73 | | HELPFUL INFORMATION AND ONLINE RESOURCES | 79 | | OTHER INFORMATION | 82 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | | | Years as Director | | | Committee Memberships | | | Other Current Public Boards | | Name | Age | | Principal Occupation | Independent | AC(1) | GNEC(2) | LDCC(3) | | | Braden R. Kelly | 53 | 11 | Partner of Health Evolution Partners | Yes | | | | — | | Fabiola R. Arredondo | 57 | 4 | Managing Partner of Siempre Holdings LLC | Yes | | | | 2 | | James D. Kirsner | 80 | 17 | Former Chief Financial Officer and head of Barra Ventures at Barra, Inc. | Yes | | | | — | | William J. Lansing | 65 | 18 | Chief Executive Officer of Fair Isaac Corporation | No | | | | — | | Eva Manolis | 60 | 5 | Former Vice President of Amazon.com, Inc. | Yes | | | | 1 | | Marc F. McMorris | 55 | 8 | Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC | Yes | | | | — | | Joanna Rees | 62 | 9 | Executive Chairman of West Global | Yes | | | | — | | David A. Rey | 73 | 13 | Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group | Yes | | | | — | | H. Tayloe Stansbury | 62 | — | Chief Executive Officer of Kaleidescape, Inc. | Yes | | | | — |

  4. Our Director Nominees

    | (1) AC = Audit Committee |

  5. Our Director Nominees

    | (2) GNEC = Governance, Nominating and Executive Committee |

  6. Our Director Nominees

    | (3) LDCC = Leadership Development and Compensation Committee |

  7. Our Director Nominees

    = Member = Chair

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  9. Director Nominee Selection Process

    Director Nominee Selection Process Our Governance, Nominating and Executive Committee selects nominees on the basis of recognized achievements and their ability to bring various skills and experience to the deliberations of the Board, as described in more detail in the Corporate Governance Guidelines available on the “Investors” page of our website at www.fico.com. The Governance, Nominating and Executive Committee also strongly values diversity and seeks opportunities to promote diversity within the Company’s leadership. This viewpoint is reflected in our Corporate Governance Guidelines and our Governance, Nominating and Executive Committee Charter, both of which include diversity as a consideration, and the Governance, Nominating and Executive Committee takes this into account when assessing our incumbents and candidates. Our Board currently includes three female directors and two racially/ethnically diverse directors. All of the current nominees to the Board were recommended as nominees by the Governance, Nominating and Executive Committee, and the full Board voted unanimously to designate them as nominees for re-election at the Annual Meeting. All of the nominees are presently serving on our Board, and all have been previously elected by our stockholders, except for H. Tayloe Stansbury. On August 22, 2023, the Board increased the size of the Board from eight to nine members and appointed Mr. Stansbury to the Board to fill the resulting vacancy. Mr. Stansbury was recommended by current members of the Board, including our chief executive officer.

  10. Director Nominee Biographies

    Director Nominee Biographies Set forth below is biographical information for each director nominee, as well as information regarding the particular experience, qualifications, attributes or skills of the nominees that led the Governance, Nominating and Executive Committee to conclude that they should serve as members of the Board. Each of these nominees is currently serving as a member of the Board. Our Board of Directors has determined that Messrs. Kelly, Kirsner, McMorris, Rey, and Stansbury and Mses. Arredondo, Manolis and Rees meet its independence standards, which are set forth in the Corporate Governance Guidelines on the “Investors” page of our website at www.fico.com. The Board defines an independent director as one who has no material relationship with the Company and its subsidiaries either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. In addition, independent directors must meet the requirements to be considered independent directors as defined under the current rules of the New York Stock Exchange (“NYSE”). Mr. Lansing is not independent, as he is employed by us as our CEO. Each of the nominees has consented to being named in the proxy statement and to serve if elected. If any nominee becomes unavailable to serve, however, the persons named in the enclosed form of proxy intend to vote the shares represented by the proxy for the election of such other person or persons as may be nominated or designated by the Board of Directors, unless either they are directed by the proxy to do otherwise or the Board of Directors instead reduces the number of directors. Braden R. Kelly. Director since 2013 and Chairman of the Board of Directors since February 2016; Chair of the Governance, Nominating and Executive Committee; Member of the Leadership Development and Compensation Committee; Age 53. Mr. Kelly has been a Partner at Health Evolution Partners, a private equity investment firm focused on the health care industry, since January 2015 and has served in various positions at Health Evolution Partners, including Investment Partner from June 2013 to December 2014 and Senior Advisor from August 2008 to May 2013. From August 1995 to December 2006, Mr. Kelly was an employee and then Partner and Managing Director at General Atlantic Partners LLC, a global private equity investment firm focused on technology growth investing. Prior to joining General Atlantic Partners, Mr. Kelly worked in the investment banking division of Morgan Stanley & Co. as a member of the mergers, acquisitions and restructuring department. Mr. Kelly does not serve on any other public company boards nor has he served on any other public company boards in the past five years. Mr. Kelly earned an undergraduate degree from the University of Notre Dame. Mr. Kelly has a deep financial background and contributes a critical business and corporate development perspective to the Board of Directors through his extensive experience with strategic mergers and acquisitions, a key growth opportunity for the Company. Mr. Kelly’s extensive analysis of the technology and health care industries through his work as a private equity investor provides him with valuable insight into the business environments in which our Company and the companies in some of our key markets operate. The Board also benefits from Mr. Kelly’s significant experience as a strategic advisor to companies and his global experience working with growth companies in the United States, Europe and India. Fabiola R. Arredondo. Director since 2020; Member of the Leadership Development and Compensation Committee; Age 57. Ms. Arredondo has been the Managing Partner of Siempre Holdings, a private, single family investment office based in Greenwich, Connecticut, since 2001. Ms. Arredondo previously held senior operating roles at Yahoo! Inc., the British Broadcasting Corporation (BBC) and Bertelsmann SE & Co. KGaA. Since March 2017, Ms. Arredondo has served as a director of Campbell Soup Company, where she also serves as a member of the Audit Committee and the Finance and Corporate Development Committee. Since March 2015, Ms. Arredondo has served as a director of Burberry PLC, where she also serves as a member of the Nomination and Remuneration Committees. Ms. Arredondo joined the Board of Governors of FINRA in December 2022. From January 2007 to January 2016, Ms. Arredondo also served on the board of Experian PLC. Ms. Arredondo received a bachelor’s degree in political science from Stanford University, and an M.B.A. from Harvard Business School. Ms. Arredondo brings a wealth of domestic and international operational and strategic experience as a former senior executive in the digital technology and media fields to the Board of Directors. She also has extensive public, private and non-profit board experience in a number of relevant areas, including: business model transformations; investment acquisition, integration and disposition skills; and the development of e-commerce distribution networks and effective digital marketing and sales initiatives. James D. Kirsner. Director since 2007; Chair of the Audit Committee; Member of the Governance, Nominating and Executive Committee; Age 80. In 2001, Mr. Kirsner served as a consultant and interim Chief Operating Officer at Tukman Capital Management, an equity management firm. From 1993 until 2001, Mr. Kirsner was the Chief Financial Officer and head of Barra Ventures at Barra, Inc., an investment risk management services company. From 1967 until 1993, Mr. Kirsner was an audit professional with Arthur Andersen LLP, an international accounting and consulting firm. Mr. Kirsner was a partner in the firm from 1977 until his retirement in 1993. Mr. Kirsner does not serve on any other public company boards nor has he served on any other public company boards in the past five years. Mr. Kirsner received his undergraduate and master’s degrees from Wharton School of Business at the University of Pennsylvania. Mr. Kirsner brings extensive financial and accounting expertise to the Board of Directors. He serves as Chair of the Company’s Audit Committee and is qualified as an “audit committee financial expert” as defined under SEC guidelines. His significant public accounting, public company CFO, investment, and audit committee experience provide Mr. Kirsner with the financial acumen and leadership skills necessary to serve as Chair of our Audit Committee. He has also served on the board of another publicly traded company in the software industry, which provides us with additional valuable perspectives on our industry and on issues affecting similarly situated publicly traded companies. William J. Lansing. Director since 2006; Age 65. Since January 2012, Mr. Lansing has served as the Company’s Chief Executive Officer. From February 2009 to November 2010, Mr. Lansing served as Chief Executive Officer and President at Infospace, Inc. From 2004 until 2007, Mr. Lansing served as Chief Executive Officer and President at ValueVision Media, Inc. From 2001 to 2003, he served as a General Partner at General Atlantic LLC, a global private equity firm. From 2000 to 2001, he was Chief Executive Officer at NBC Internet, Inc., an integrated Internet media company. From 1998 to 2000, he served as President, then as Chief Executive Officer at Fingerhut Companies, Inc., a direct marketing company. From 1996 to 1998, he was Vice President, Corporate Business Development at General Electric Company. In 1996, he was Chief Operating Officer/Executive Vice President at Prodigy, Inc. From 1986 through 1995, Mr. Lansing held various positions with McKinsey & Company, Inc. Mr. Lansing also served as Chairman of the Board for Shutterfly, Inc. from February 2017 to September 2019. He holds an undergraduate degree from Wesleyan University and a J.D. from Georgetown University.

  11. Director Nominee Biographies

    Mr. Lansing is the only member of management who serves on our Board of Directors. As our Chief Executive Officer, Mr. Lansing has extensive, first-hand knowledge of our corporate strategy, business units, operations, and employees, as well as the opportunities, risks, and challenges faced by our Company. Mr. Lansing brings to his roles as an executive officer and director an extensive background in management through his past chief executive officer and other senior management positions held at various companies. His experience in the technology industry, particularly in the areas of the Internet and e-commerce, provides significant value across several of our business units. Eva Manolis. Director since 2018; Member of the Leadership Development and Compensation Committee; Age 60. Ms. Manolis formerly served as Vice President of Consumer Shopping Experience from May 2010 to August 2016, and previously held various management positions beginning in 2005, at Amazon.com, Inc., an electronic commerce and cloud-computing company, where she led the worldwide development of core consumer-facing features, functionality and user interface designs across multiple websites, mobile apps, and business lines. Prior to joining Amazon, Ms. Manolis co-founded and served as Senior Vice President of Products at Shutterfly, Inc. from 1999 to 2002, and served as Senior Vice President, Product and Operations at KeepMedia, Inc., an online content provider, from 2002 to 2005. From October 2016 through September 2019, Ms. Manolis served on the board of Shutterfly, Inc., a public company, where she also served as a member of the Governance Committee. Since August 2019, Ms. Manolis has served as a director of iRobot, Inc., a public company, where she serves on the Audit Committee and the Compensation and Talent Committee. Ms. Manolis earned Bachelor of Science and Master of Science degrees in Electrical Engineering from Brown University. Ms. Manolis brings a strong background in leadership and management in the technology industry, with a focus on designing and building innovative customer products and services. We value her deep expertise in this area, as well as her knowledge of corporate governance matters from her service on the board of directors of Shutterfly, Inc. and her service on the Compensation and Talent Committee of iRobot, Inc. Marc F. McMorris. Director since 2015; Member of the Audit Committee; Age 55. Mr. McMorris has been Co-Chief Executive Officer at Carrick Capital Partners, a private equity investment firm that he co-founded, since March 2021. From January 2012 to March 2021, Mr. McMorris served as a Co-Founder and the Managing Director of Carrick Capital Partners. From September 1999 to December 2011, Mr. McMorris served in various leadership positions at General Atlantic, LLC, a global private equity investment firm focused on technology growth investing, including Managing Director from 2003 to December 2011. Mr. McMorris does not serve on any other public company boards nor has he served on any other public company boards in the past five years. Mr. McMorris earned an undergraduate degree from the University of Pennsylvania and an M.B.A. from Wharton School of Business at the University of Pennsylvania. Mr. McMorris’s extensive experience in evaluating companies in the financial services and technology industries, together with his mergers and acquisitions experience, provides a strong complement to our Board. He currently provides guidance to technology companies in several different areas, including software as a service (“SaaS”), an area of strong focus for the Company moving forward. He is also qualified as an “audit committee financial expert” as defined under SEC guidelines. Joanna Rees. Director since 2015; Chair of the Leadership Development and Compensation Committee; Member of the Governance, Nominating and Executive Committee; Age 62. Ms. Rees has been the Executive Chairman of West Global since November 2023, and previously served as the Managing Partner of West.Ventures since June 2016. West provides marketing and brand expertise and investment capital to leading high growth private companies. West client companies have included Twitter, Square, Impossible Foods, Inception Fertility, GoFundMe, Newfront Insurance, Braintree and Proxy, to name a few. Previously (from 2012 to June 2016) Ms. Rees was a Managing Director of Soda Rock Partners, an investment and consulting firm, where she served as an investor, board member and senior advisor to multiple high growth companies. In 1996, Ms. Rees founded VSP Capital, a San Francisco-based venture capital firm, where she served as Managing Partner until 2011. During her tenure with VSP Capital, Ms. Rees served on the board of more than 25 private, venture-backed companies across a broad range of industries. From 1995 to 1996, Ms. Rees worked at Vrolyk & Company, a boutique merchant bank, and from 1993 to 1995, Ms. Rees worked at BA Securities, an investment banking subsidiary of Bank of America. Ms. Rees spent her early career in advertising and brand management. From 1984 to 1989, she held several senior marketing management positions with Groupe Danone, a $20+ billion global consumer products firm, with her last position as head of new product development. Ms. Rees began her career at Benton & Bowles (now DMB&B), an advertising agency, working on multiple consumer brands. Ms. Rees was the co-creator of the Build Brand Value CEO forum, which she ran from 1997 to 2003 as part of VSP Capital. Ms. Rees serves on four private company boards. Ms. Rees does not serve on any other public company boards nor has she served on any other public company boards in the past five years. Ms. Rees earned a B.S. from Duke University and an M.B.A. from Columbia University. Ms. Rees’s leadership and experience in investing in, advising and building leading growth companies are valuable to the Company as it seeks to continue to grow its business and broaden its portfolio with innovative new product categories. Ms. Rees has deep connections across a wide range of industries, including the technology and education industries, and access to thought leaders worldwide. David A. Rey. Director since 2011; Member of the Audit Committee; Age 73. From December 2008 to May 2011, Mr. Rey served as Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group. From 1972 until 2008, Mr. Rey was an employee and then partner at Accenture Ltd. (previously Andersen Consulting and Arthur Andersen LLP), a global consulting firm. Mr. Rey served as both the Global Managing Partner of the healthcare industry practice and, as a Senior Managing Partner, led Accenture’s large client relationship development program. Mr. Rey does not serve on any other public company boards nor has he served on any other public company boards in the past five years. Mr. Rey holds a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley. Mr. Rey brings financial reporting and accounting expertise to the Board of Directors, as well as global, cross-industry experience in developing and sustaining the kind of large client relationships that increas- ingly drive our Company’s business growth. Mr. Rey’s strong financial background qualifies him as an “audit committee financial expert” as defined under SEC guidelines, and as such, he serves on the Company’s Audit Committee. In 2018, Mr. Rey earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors (NACD). H. Tayloe Stansbury. Director since 2023; Member of the Audit Committee; Age 62.

  12. Director Nominee Biographies

    Mr. Stansbury has served as Chief Executive Officer of Kaleidescape, Inc., a provider of high-end movie players and servers, since November 2020. Mr. Stansbury previously served as interim Chief Executive Officer of Watermark Insights, LLC, a provider of software solutions for higher education, from July 2020 to November 2020. From May 2009 to May 2019, Mr. Stansbury served in various roles at Intuit Inc., an accounting and tax software company, including Executive Vice President and Chief Technology Officer. From 2007 to 2009, Mr. Stansbury served as Chief Information Officer of VMware Inc., a leading provider of multi-cloud services for all apps, enabling digital innovation with enterprise control. From 2001 to 2007, Mr. Stanbury served in various roles at Ariba, Inc., an information technology company, most recently as Executive Vice President of Products and Operations. During the past five years, Mr. Stansbury served on the board of directors of public companies TCV Acquisition Corp., Coupa Software Incorporated, and Shutterfly, Inc. Mr. Stansbury currently serves on the board of directors of private companies Watermark Insights, LLC and Kaleidescape, Inc. Mr. Stansbury earned an A.B. in Applied Mathematics from Harvard University. Mr. Stansbury brings extensive experience in general management, cloud-based software and platform development, artificial intelligence, and cybersecurity. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

  13. DIRECTOR COMPENSATION PROGRAMS

    DIRECTOR COMPENSATION PROGRAMS

  14. Non-Employee Director Compensation

    Non-Employee Director Compensation The following compensation components are paid to our non-employee directors:

  15. Non-Employee Director Compensation

    | • | Annual retainer fees; |

  16. Non-Employee Director Compensation

    | • | An equity grant upon initial election to the Board; and |

  17. Non-Employee Director Compensation

    | • | Annual equity grants. |

  18. Non-Employee Director Compensation

    Our Compensation Program for Non-Employee Directors, initially adopted on December 8, 2016 and amended on March 1, 2022 (the “Program”), for fiscal 2023 was as described below. Under the Program, each non-employee director was entitled to receive annual retainer fees in the amounts set forth below and was paid in cash quarterly in arrears during their annual term commencing upon their election or re-election at each Annual Meeting of Stockholders. Such amounts are pro-rated for appointments made to the Board of Directors, Chair of a standing Board committee or Chairman of the Board between Annual Meetings.

  19. Non-Employee Director Compensation

    | Base annual retainer fee payable to all non-employee directors | $60,000 | | Additional annual retainer fee payable to Chairs of the Board’s Audit Committee, Leadership Development and Compensation Committee and Governance, Nominating and Executive Committee | $25,000 | | Additional annual retainer fee payable to Independent Chairman of the Board | $100,000 | | Additional annual retainer fee payable to non-Chair members of the Audit Committee, Leadership Development and Compensation Committee and Governance, Nominating and Executive Committee | $15,000 |

  20. Non-Employee Director Compensation

    The stock price used for purposes of all calculations made under the Program equaled the average closing price of a share of the Company’s stock for the trading days within the 30-calendar-day period that ended on the eleventh calendar day before the date of grant. Each non-employee director had the right, prior to the Annual Meeting, to elect to receive some or all of these annual retainer fees in the form of fully vested nonqualified stock options instead of cash. A director who elected to receive some or all of these annual retainer fees in the form of a stock option received an option to purchase a number of shares equal to the amount of the retainer or portion of the retainer being converted divided by the Black-Scholes value of an option. Upon initial election to the Board, each non-employee director was entitled to receive a number of nonqualified stock options subject to three-year ratable vesting equal to $460,000 divided by the Black-Scholes value of a nonqualified stock option. The director was able to elect to convert either 50% or 100% of these stock options to RSUs subject to three-year ratable vesting. The number of RSUs was determined by dividing the aggregate Black-Scholes value of the nonqualified stock options being exchanged by the value of an RSU. Annual equity grants made to non-employee directors who were re-elected at the 2023 Annual Meeting of Stockholders after serving on the Board at least since the previous Annual Meeting were in the form of stock options subject to one-year cliff vesting equal to $230,000 divided by the Black-Scholes value of a nonqualified stock option, and each committee chair received an additional annual grant in the form of stock options subject to one-year cliff vesting equal to $30,000 divided by the Black-Scholes value of a nonqualified stock option. Each director was able to elect to convert either 50% or 100% of these stock options to RSUs subject to one-year cliff vesting. The number of RSUs was determined by dividing the aggregate Black-Scholes value of the nonqualified stock options being exchanged by the value of an RSU. Equity awards granted upon an Annual Meeting that are subject to vesting will vest upon the dates of successive Annual Meetings. Effective November 30, 2023, the annual equity grant to non-employee directors will increase to $280,000 (from $230,000) and the equity grant upon initial election to the Board will increase to $560,000 (from $460,000). We last adjusted non-employee director equity award values in fiscal 2014, and believe these adjustments are appropriate based on our review of peer group compensation levels. Our Program otherwise remains unchanged.

  21. DIRECTOR COMPENSATION FOR FISCAL 2023

    DIRECTOR COMPENSATION FOR FISCAL 2023 The table below summarizes the compensation paid by the Company to each non-employee director for the fiscal year ended September 30, 2023.

  22. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(10)(11) | Option Awards ($)(10)(12) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Fabiola R. Arredondo | 75,000(2) | 234,880 | — | — | — | — | 309,880 | | Braden R. Kelly | 100,000(3) | 265,605 | — | — | — | — | 365,605 | | James D. Kirsner | 100,000(4) | 265,605 | — | — | — | — | 365,605 | | Eva Manolis | 75,000(5) | 234,880 | — | — | — | — | 309,880 | | Marc F. McMorris | 75,000(6) | — | 230,694 | — | — | — | 305,694 | | Joanna Rees | 100,000(7) | — | 260,773 | — | — | — | 360,773 | | David A. Rey | 90,000(8) | 234,880 | — | — | — | — | 324,880 | | H. Tayloe Stansbury | —(9) | 231,122 | 230,261 | — | — | — | 461,383 |

  23. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (1) All fees under this column represent fees paid to the directors under the Program described above. The Program anticipates fees commencing with the directors’ election year (February/March to February/March), whereas the compensation reported in this table is that paid during our fiscal year (October through September). Fees that are paid in cash are paid quarterly in arrears. Fees that, at the election of the director, are paid in stock options are paid in one annual grant upon the director’s election to the Board. As a result, when a director’s election with respect to receiving fees in cash or stock options changes from one year to the next, the director’s compensation disclosed in this column differs from the annual fees described under “Non-Employee Director Compensation” above. Messrs. Kirsner and McMorris, and Mses. Arredondo, Manolis and Rees made election changes during fiscal 2023. |

  24. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (2) Represents the $75,000 in annual board and committee retainers which would have been paid in cash in quarterly installments following her re-election that were forgone by Ms. Arredondo to instead receive 295 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2023 with respect to such options, which was $75,198, is excluded from the “Option Awards” column. |

  25. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (3) Represents $100,000 of the annual board, committee, independent chairman of the board and committee chair retainers paid to Mr. Kelly in cash in the third and fourth quarters of fiscal 2023. |

  26. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (4) Represents $100,000 of the annual board, committee chair and committee retainers paid to Mr. Kirsner in cash in fiscal 2023. |

  27. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (5) Represents $75,000 of the annual board and committee retainers paid in cash to Ms. Manolis in fiscal 2023. |

  28. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (6) Represents the $75,000 in annual board and committee retainers which would have been paid in cash in quarterly installments following his re-election that were forgone by Mr. McMorris to instead receive 295 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2023 with respect to such options, which was $75,198, is excluded from the “Option Awards” column. |

  29. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (7) Represents the $100,000 in annual board, committee chair and committee retainers which would have been paid in cash in quarterly installments following her re-election that were foregone by Ms. Rees to instead receive 394 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2023 with respect to such options, which was $100,435, is excluded from the “Option Awards” column. |

  30. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (8) Includes (i) $75,000 in annual board and committee retainers paid quarterly to Mr. Rey in cash during fiscal 2023, and (ii) $15,000 in annual board and committee retainers which would have been paid in cash in quarterly installments following his re-election that were forgone by Mr. Rey to instead receive 59 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2023 with respect to such options, which was $15,040, is excluded from the “Option Awards” column. |

  31. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (9) Mr. Stansbury joined the Board on August 22, 2023, and did not have annual board and committee retainers paid in cash in fiscal 2023. |

  32. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (10) The amounts in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. For information on the assumptions used to calculate the value of the awards, refer to Note 15 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the SEC. |

  33. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (11) As of September 30, 2023, the RSU awards outstanding for each director are as follows: Ms. Arredondo —344; Mr. Kelly — 389; Mr. Kirsner — 389; Ms. Manolis — 344; Mr. McMorris — 0; Ms. Rees — 0; Mr. Rey — 344; and Mr. Stansbury — 274. |

  34. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (12) As of September 30, 2023, the option awards outstanding for each director are as follows: Ms. Arredondo — 3,396; Mr. Kelly — 19,533; Mr. Kirsner — 715; Ms. Manolis — 11,695; Mr. McMorris — 8,638; Ms. Rees — 20,142; Mr. Rey — 16,862; and Mr. Stansbury — 745. |

  35. Fiscal 2023 Executive Compensation Highlights

    Fiscal 2023 Executive Compensation Highlights Our compensation program is aligned with our pay-for-performance philosophy, emphasizing variable and long-term incentive opportunities that align our named executive officers’ financial interests with those of our stockholders. Our short-term cash incentive compensation plan funding is based on company performance, with individual awards linked closely to individual performance. In addition, the value of two-thirds of our named executive officers’ target long-term incentive opportunity is weighted towards performance-based equity vehicles, the value of which depends on achieving the Company’s financial performance targets and stock price performance. For fiscal 2023:

  36. Fiscal 2023 Executive Compensation Highlights

    | • | The target level of short-term cash incentive awards for each executive officer, expressed as a percentage of annual base salary, remained unchanged in fiscal 2023 and used an equally-weighted combination of Adjusted EBITDA and Adjusted Revenue to drive sustainable top-line and bottom-line growth. For both measures, the LDCC set stretch target goals that required performance exceeding fiscal 2022 targets and actual performance. Our Adjusted Revenue and Adjusted EBITDA measures are discussed further below, and Adjusted EBITDA is reconciled to net income in Appendix A to this proxy statement. |

  37. Fiscal 2023 Executive Compensation Highlights

    | • | Our long-term equity incentive awards represent the large majority of executives’ total direct compensation opportunity consistent with our pay-for-performance philosophy, and we use a performance-weighted mix of performance share units (“PSUs”) and market share units (“MSUs”) together with time-based restricted stock units (“RSUs”), designed to ensure that our executive compensation program operates effectively across a wide variety of business scenarios. |

  38. Fiscal 2023 Executive Compensation Highlights

    | • | The LDCC selected Adjusted Revenue and Adjusted EBITDA for the PSU performance metrics because it believes these measures best balance the delivery of steady growth against the investments we are making as we continue to pursue a strategic shift in the focus of the Software segment toward a cloud-based platform while preserving the value of legacy solutions. As a result, we are making significant investments in technology infrastructure and solution innovation which tend to sacrifice short-term performance on certain other measures (e.g., earnings per share) in favor of enabling longer-term stockholder value creation. |

  39. Fiscal 2023 Executive Compensation Highlights

    | • | PSUs use a one-year performance period, enabling the LDCC to set rigorous goals for a time period over which it has reasonable visibility. Our relatively long sales cycle coupled with complexities linked to our strategic shift make goal setting over a longer-term performance period particularly challenging. |

  40. Fiscal 2023 Executive Compensation Highlights

    | • | To address the importance of longer-term performance measures, our MSUs measure relative total shareholder return (“rTSR”) performance over one-, two-, and three-year performance periods. See the discussion beginning on page 43 below for further discussion of our long-term incentive awards. |

  41. Fiscal 2023 Executive Compensation Highlights

    | (1) Dollar amounts shown for targeted value reflect actual base salary earned and target short- and long-term incentives for fiscal 2023. Amounts shown exclude (i) the Chief Executive Officer’s special performance-based retention and leadership continuity award discussed immediately below, which provides for a five-year performance period; and (ii) for Steven Weber, who served as Interim Chief Financial Officer from January 2023 until his appointment as Chief Financial Officer in May 2023, the amounts awarded to him in December 2022 (pursuant to a special award for retention purposes), January 2023 (in connection with his promotion to Interim Chief Financial Officer) and May 2023 (in connection with his promotion to Executive Vice President, Chief Financial Officer). Realized/realizable value reflects actual PSU results for fiscal 2023, actual MSU results for the one-year performance period that ended November 30, 2023, and target MSU values for the outstanding two- and three-year performance periods, in each case for the PSUs and MSUs granted in fiscal 2023. |

  42. Fiscal 2023 Executive Compensation Highlights

    | (2) Excludes our former Chief Financial Officer Michael McLaughlin, who forfeited his fiscal 2023 short- and long-term incentive awards upon his resignation in January 2023. |

  43. Chief Executive Officer Special Performance-Based Retention and Leadership Continuity Award

    Chief Executive Officer Special Performance-Based Retention and Leadership Continuity Award On June 5, 2023, the LDCC made a special performance-based retention and leadership continuity award to Mr. Lansing, our Chief Executive Officer. The approximately $30 million award at target was granted 50% in the form of 19,576 target number of MSUs and 50% in the form of 52,082 non-qualified stock options. The LDCC’s intent in making this award was to secure Mr. Lansing’s continued leadership during the next five years as the Company pursues its market-leading software platform and scores business strategies. Mr. Lansing, who was age 65 at the time of the award, has guided the Company through transformative growth since his appointment as CEO in 2012. The strength of our TSR performance provides evidence of Mr. Lansing’s leadership contributions: Our one-year and three-year TSR position us at the 85th and 67th percentile of the Russell 3000 Index, respectively. Furthermore, during Mr. Lansing’s tenure the Company has achieved cumulative TSR performance versus the Russell 3000 Index that places the Company in the 99th percentile. He has provided invaluable leadership to the Company in terms of business vision, strategic execution, and in attracting and engaging top talent. While the LDCC regularly updates its succession plans and is focused on the importance of developing our internal talent, it believes that retaining and ensuring Mr. Lansing’s leadership over at least the next five years is critical to continuing to advance the Company’s strategies and to provide senior leadership team continuity, particularly as we continue the strategic shift within our Software segment toward a cloud-based platform. The LDCC believes that Mr. Lansing’s strategic vision is critical to FICO’s execution of this shift, which is pivotal to FICO’s long-term success, and to ensuring continued stability of our broader executive leadership team. In light of these objectives, the LDCC conducted an extensive benchmarking analysis based on market data, with the assistance of its independent compensation consultant. Following review and consideration of various factors, including relevant industry data, market competition, and Mr. Lansing’s significant leadership contributions, the LDCC determined that this special award – which provides for an extended five-year performance period for the MSUs and five-year vesting period for the stock options, with no vesting prior to the initial three-year period and a holding requirement for all net shares issued until the end of the full five-year period – would best serve its leadership continuity and retention objectives. Absent extraordinary circumstances, the LDCC does not intend to make any additional special awards to Mr. Lansing during the five-year performance period of this special award. See the section entitled “CEO Special Performance-Based Retention and Leadership Continuity Award” below for the key terms of these MSUs and stock options.

  44. Stockholder Advisory Vote on Named Executive Officer Compensation

    Stockholder Advisory Vote on Named Executive Officer Compensation At our last Annual Meeting of Stockholders held on March 1, 2023, we asked our stockholders to approve, by advisory vote, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures contained in our proxy statement for that Annual Meeting. The proposal was approved by our stockholders with approximately 83.4% of the votes cast being “for” approval. The LDCC regularly evaluates and adjusts the Company’s compensation policies and practices as it deems appropriate to advance the best interests of the Company and its stockholders, and the Company engages in periodic discussions with certain of its largest stockholders to obtain feedback on our compensation policies and practices. In light of the continued support of our executive compensation program, policies, and practices by the significant majority of our stockholders at our last Annual Meeting, the LDCC largely maintained the existing compensation program, policies, and practices during fiscal 2023. In particular, as noted above, the LDCC believes our PSU one-year performance period is best-aligned to our present needs because it enables the LDCC to set rigorous goals for a time period over which it has reasonable visibility. Our relatively long sales cycle coupled with the complexities linked to the strategic shift underway make goal setting over a longer-term performance period particularly challenging. The LDCC believes that the MSU structure provides a complementary, multi-year view of performance that directly aligns pay outcomes with stockholders’ experience. It has also been intentional in its use of Adjusted Revenue and Adjusted EBITDA under both our short- and long-term incentive programs, given the criticality of these two metrics to our business. Importantly, the PSUs utilize meaningfully steeper upwards and downwards payout slopes than the short-term cash incentive plan, consistent with the LDCC’s desire to more heavily weight compensation opportunities toward variable, equity-based compensation opportunities, to strengthen the risk and reward profile of these awards. The LDCC’s decisions made at the outset of fiscal 2024 reflect a continuation of this philosophy and program design, with close alignment between earnings opportunity and company performance. Specifically, our emphasis on long-term equity incentive awards continues and the long-term incentive program continues to reflect a strong emphasis on performance-based vehicles, with two-thirds of the value of annual equity awards made to our executive officers in fiscal 2024 involving performance-based vehicles. For fiscal 2024, the LDCC also retained Adjusted Revenue and Adjusted EBITDA as the two financial performance measures used to determine short-term cash incentive plan funding and PSU earnings, equally weighted at 50% each. With PSUs representing one-third of long-term equity incentive award value, the LDCC also continued to place one-third of long-term equity incentive award value on MSUs which are earned over one-, two-, and three-year performance periods based on relative total stockholder return versus the Russell 3000 Index.

  45. Determination of Compensation

    Determination of Compensation 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. Compensation Peer Group In connection with our fiscal 2023 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. The peer group consisted of 20 companies that were selected as being similar in size to the Company and operating in the application software, data processing and outsourced services, research and consulting services, and financial exchanges and data sub-industries within the Global Industry Classification Standard taxonomy. The 20 peer companies that were included in the analysis referenced by the LDCC when it set compensation for fiscal 2023 were as follows:

  46. Determination of Compensation

    The composition of the compensation peer group is reviewed annually at a minimum, with adjustments made that the LDCC, with the assistance of its compensation consultant, believes are appropriate to maintain comparability within the employment marketplace and to reflect any mergers or acquisitions or significant size changes among the subject companies. CoreLogic and Nuance Communications were removed from the compensation peer group for fiscal 2023 as a result of their acquisitions. Specific information with respect to the Company’s relative position follows, using values available at the time the compensation levels were being determined in November 2022:

  47. Determination of Compensation

    | | Revenue ($ in millions) | Market Capitalization ($ in millions) | Operating Income (Loss) ($ in millions) | Net Income (Loss) ($ in millions) | One-Year TSR (%) | Three-Year TSR (%) | | 75th percentile of peer group | $3,041 | $20,815 | $642 | $592 | -5% | 18% | | 50th percentile of peer group | $1,924 | $14,719 | $386 | $378 | -29% | 6% | | 25th percentile of peer group | $1,500 | $10,119 | $(105) | $(127) | -40% | -5% | | Company | $1,363 | $11,893 | $531 | $369 | 4% | 12% | | Percentile rank | 19% | 30% | 64% | 48% | 85% | 67% |

  48. Determination of Compensation

    The LDCC considered the peer group information in addition to company and individual performance when setting the compensation levels for our executive officers for fiscal 2023. The LDCC does not benchmark total compensation or individual elements of compensation to particular percentiles but aims to create competitive pay packages that reflect the Company’s 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. 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 2023, 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 (including the special performance-based retention and leadership continuity award to Mr. Lansing in June 2023) 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 2023 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.

  49. Elements of Compensation

    Elements of Compensation The fiscal 2023 executive compensation program consisted of three principal elements: (1) base salary; (2) short-term cash incentives; and (3) long-term equity incentives in the form of PSUs, MSUs, and RSUs.

  50. Elements of Compensation

    | Compensation Element | Purpose and Philosophy | | Base Salary | • Base salary provides our executive officers with financial stability and predictable cash flow. | | | • Individual base salaries are determined by evaluating the executive officer’s role within the Company, experience, performance, and potential for development, as well as the base salaries of comparable roles within the peer group companies and the broader marketplace. | | Short-Term Cash Incentives | • Our short-term cash incentive plan rewards the achievement of annual Company and individual performance goals. | | | • Target cash incentive payment amounts are expressed as a percentage of base salary determined with reference to the peer group companies and the broader marketplace. | | | • Participants may earn between zero and 250% of their target cash incentive award opportunities, depending both upon Company and individual performance. | | Long-Term Equity Incentives | • Long-term equity incentive awards directly link a significant portion of each executive officer’s target total direct compensation to the market value of our common stock, while promoting retention through multi-year vesting and performance periods. | | | • PSUs are earned based upon the extent to which annual Company financial performance targets are achieved with as few as zero and as many as 200% of the target PSUs eligible to be earned. Earned units are then subject to multi-year time-based vesting, promoting continued linkage to the market price of our common stock while also promoting retention. | | | • MSUs are earned based on our relative total shareholder return measured over one-year, two-year, and three-year performance periods with as few as zero and as many as 200% of the target MSUs eligible to be earned. | | | • RSUs represent a more stable equity-based compensation vehicle, ensuring linkage to the stock price performance of our common stock while promoting retention over a multi-year time-based vesting period. |

  51. Elements of Compensation

    | Participant Target % | = | The percentage of each participant’s annual base salary that represents his or her target cash incentive award payment opportunity. | | Company Performance Factor | = | A value ranging from 0 to 125% reflecting the extent to which the Company Adjusted Revenue and Adjusted EBITDA targets were achieved. The Company Performance Factor for fiscal year 2023 was equal to 125% of targeted funding approved by the LDCC at the beginning of the fiscal year. | | Participant Performance Factor | = | A value ranging from 0 to 200%, reflecting the extent to which individual participant performance goals were achieved. |

  52. Elements of Compensation

    | Named Executive Officer | Target Payout for Fiscal 2023 | Amount Attributable to Company Performance Factor | Participant Performance Factor | Actual Payout for Fiscal 2023 | | William Lansing | $750,000 | $937,500 | 128% | $1,200,000 | | Steven Weber | $200,000 | $250,000 | 110% | $275,000 | | Stephanie Covert | $250,000 | $312,500 | 120% | $375,000 | | Mark Scadina | $200,000 | $250,000 | 120% | $300,000 | | James Wehmann | $250,000 | $312,500 | 120% | $375,000 | | Totals | $1,650,000 | $2,062,500 | — | $2,525,000 |

  53. Elements of Compensation

    Long-Term Equity Incentives in Fiscal 2023 The third key element of our executive compensation program for fiscal 2023 was long-term equity incentives in the form of equity awards. This element of compensation is used to drive achievement of the Company’s financial targets while linking compensation to the market value of its common stock. The Company has chosen to emphasize long-term equity incentives in our executive compensation program to help ensure strong alignment with our stockholders over time. The following table sets forth the target value of each named executive officer’s fiscal 2023 long-term incentive awards.

  54. Elements of Compensation

    | Named Executive Officer | Annual PSUs | Annual MSUs | Annual RSUs | Total | | William Lansing(1) | $6,733,333 | $6,733,333 | $6,733,333 | $20,200,000 | | Steven Weber(2) | $— | $— | $320,000 | $320,000 | | Michael McLaughlin(3) | $1,666,667 | $1,666,667 | $1,666,667 | $5,000,000 | | Stephanie Covert | $2,000,000 | $2,000,000 | $2,000,000 | $6,000,000 | | Mark Scadina | $1,333,333 | $1,333,333 | $1,333,333 | $4,000,000 | | James Wehmann | $2,000,000 | $2,000,000 | $2,000,000 | $6,000,000 |

  55. Elements of Compensation

    | (2) Excludes the special retention grant of RSUs and promotion grants of RSUs granted to Mr. Weber in connection with his service as Interim Chief Financial Officer and subsequent appointment as Chief Financial Officer, discussed under “Compensation Arrangements Relating to Fiscal 2023 Chief Financial Officer Succession” below. In total, the target value of Mr. Weber’s fiscal 2023 equity awards totaled $3,820,000. |

  56. Elements of Compensation

    | (3) Mr. McLaughlin forfeited his fiscal 2023 long-term incentive awards upon his resignation in January 2023. |

  57. Elements of Compensation

    In determining the value of annual equity awards for fiscal 2023, the LDCC considered an analysis of competitive market data prepared by its compensation consultant and described above under “Determination of Compensation — Compensation Peer Group,” the individual performance of each executive officer, the need to reinforce positive levels of collaboration and teamwork across members of the executive team, and our retention objectives. The competitive market data analysis for fiscal 2023 showed that peer group total direct compensation increased approximately 10% at each of the median and the 75th percentile, with the cash component increasing 8% at the median and decreasing 3% at the 75th percentile, and the long-term incentive value increasing 22% and 13% at the median and 75th percentile, respectively. Coupled with continued strong company performance, the strength of Mr. Lansing’s individual performance results and the LDCC’s desire to ensure his compensation is highly competitive and reflective of his personal performance and market value, this trend in peer group compensation data contributed to the LDCC’s decision to increase the target value of Mr. Lansing’s fiscal 2023 annual long-term incentive award to approximately $20 million. This target value does not include the special performance-based retention and leadership continuity award granted to Mr. Lansing in June 2023. The target value of the long-term incentive awards for other named executive officers was flat year-over-year, other than Mr. McLaughlin, who forfeited his award upon departure. For additional details, please see “Grants of Plan-Based Awards for Fiscal 2023.” The amounts reported within the compensation tables following this Compensation Discussion & Analysis differ from the target amounts discussed here. The LDCC uses the average closing stock price during the 30-calendar day period ending on the 11th day prior to the date of grant for purposes of converting the intended target value awarded to share units, whereas the amounts reported in the compensation tables reflect the grant date fair value of each award in accordance with applicable accounting requirements. The LDCC considers the use of an averaging period to be best practice, to offset daily stock price volatility, and the 10-day period prior to the grant date provides our executive officers with a reasonable time period to decide what portion, if any, of the designated RSU value (discussed under “Restricted Stock Units” below) to exchange for non-qualified stock options using an economically equivalent value also tied to the 30-day average price. To strongly align the interests of our executive officers and stockholders, we place two-thirds of annual long-term incentive value on performance-based vehicles in the form of PSUs and MSUs, considerably higher than the 52% average for our peer group. The proportion of each type of equity award granted as part of the annual long-term incentive award to our named executive officers (other than Mr. Weber due to his promotion) in fiscal 2023 is broken down as follows: Performance Share Units (“PSUs”). The PSUs granted in fiscal 2023 were earned on the basis of a one-year performance period, with any earned shares vesting on the first three anniversaries of the date of grant. The LDCC believes a one-year performance period enables it to set stretch goals based on a time period over which it has a reasonable line of sight. This is because market uncertainties make it difficult to accurately forecast our Adjusted Revenue and Adjusted EBITDA beyond one year. The LDCC believes the complexity of our major products linked to the strategic shift in focus for our Software segment, along with the business complexity of our major customers, yields a very long selling cycle, which in turn contributes significant uncertainty into our revenue stream and resulting EBITDA. Using a one-year performance period allows the LDCC to reward performance for a time period over which the Company has better visibility instead of creating goals over a longer term that are more likely to be problematic. In addition, requiring that any earned shares vest over an additional two years creates long-term alignment with our stockholders’ experience and satisfies our retention objectives. The maximum number of PSUs that could have been earned over the fiscal 2023 performance period by each named executive officer was specified in the applicable award agreement. In each case, the named executive officer could earn as little as 0% at or below threshold performance and as much as 200% of the target number of PSUs at maximum performance. The LDCC retains discretion to determine the actual number of PSUs that were earned, but, consistent with prior years, did not exercise any such discretion with respect to the fiscal 2023 PSUs. The earnings matrix for the fiscal 2023 PSU awards was:

  58. Elements of Compensation

    The following table sets forth the target number of PSUs and the actual number of PSUs earned for fiscal 2023 performance that were settled for shares of our common stock for each named executive officer, other than Mr. McLaughlin, who forfeited his PSUs upon his employment termination:

  59. Elements of Compensation

    | Named Executive Officer | Target Number of PSUs Granted for Fiscal 2023 | Actual Number of PSUs Earned for Fiscal 2023 | | William Lansing | 12,585 | 25,170 | | Steven Weber | N/A | N/A | | Stephanie Covert | 3,739 | 7,478 | | Mark Scadina | 2,493 | 4,986 | | James Wehmann | 3,739 | 7,478 |

  60. Elements of Compensation

    One-third of the earned PSUs vested and were settled in shares of our common stock following the end of fiscal 2023 and two-thirds will vest over the next two fiscal years provided the named executive officer remains with the Company as of each vesting date or vesting of the PSUs continues pursuant to the terms of the applicable award agreement. Market Share Units (“MSUs”). The MSUs granted as part of the annual awards in fiscal 2023 (like those granted in fiscal 2022 and fiscal 2021) are earned based on the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years. The LDCC decided to measure performance over a total of three years to integrate a longer, multi-year performance period into the Company’s equity compensation program. The number of MSUs earned for each performance period is calculated as follows: The relative return factor for each performance period is determined based on the Company’s total shareholder return relative to the Russell 3000 Index for such performance period, as follows:

  61. Elements of Compensation

    | Relative TSR Performance (Fiscal 2021, 2022 and 2023) | Relative Return Factor | | +33.33% or greater | 200% | | +16.67% | 150% | | 0% | 100% | | -12.5% | 50% | | -25% or less | 0% |

  62. Elements of Compensation

    Restricted Stock Units (“RSUs”). The RSUs granted in fiscal 2023 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 2023, however, none of our named executive officers elected to receive a NQSO in exchange for an RSU award. CEO Special Performance-Based Retention and Leadership Continuity Award. As previously disclosed, on June 5, 2023, the LDCC granted a special performance-based retention and leadership continuity award to Mr. Lansing, divided equally between NQSOs and MSUs. The LDCC determined this award was necessary to address two critical objectives:

  63. Elements of Compensation

    | Grant Details | $30 million target award value (approximately $36.6 million grant date fair value) granted on June 5, 2023, comprised of 50% NQSOs and 50% MSUs. See “Grants of Plan-Based Awards for Fiscal 2023” for additional information. The NQSOs have an exercise price of $791.50 per share, the closing price of our common stock on the grant date, and expire on June 4, 2030. | | | Relative TSR Thresholds for MSUs | Relative TSR Performance | Relative Return Factor | | | +33.33% or greater | 200% | | | +16.67% | 150% | | | 0% | 100% | | | -12.5% | 50% | | | -25% or less | 0% | | Relative TSR Companies for MSUs | The MSUs earned will be based on our total shareholder return relative to the Russell 3000 Index. | | | MSU Performance Measurement Periods and Vesting | Utilizes three equally divided performance periods over three years (Period 1), four years (Period 2) and five years (Period 3), each beginning on June 1, 2023. These performance periods are intentionally longer than our annual MSU award performance periods to more closely align with the retention and leadership continuity objective of this award. Any earned MSUs during each performance period will vest on the applicable grant date anniversary immediately following the conclusion of the performance period (i.e., June 5, 2026, 2027 and 2028). | | | NQSO Vesting Period | - Three-fifths will vest on June 5, 2026 - One-fifth will vest on June 5, 2027 - One-fifth will vest on June 5, 2028 | | | Holding and Forfeiture Provisions | In alignment with the LDCC’s leadership continuity objective of this award: - No portion of either the MSUs or NQSOs vests prior to the third anniversary of grant. Further, Mr. Lansing must hold all shares received from earned MSUs and exercised NQSOs until the fifth anniversary of the grant date, except as necessary to cover taxes or pay the exercise price. - The terms of both the MSUs and NQSOs provide that if Mr. Lansing retires, his retirement will not entitle him to acceleration or continued vesting of the MSUs or NQSOs. | |

  64. Compensation Arrangements Relating to Fiscal 2023 Chief Financial Officer Succession

    Compensation Arrangements Relating to Fiscal 2023 Chief Financial Officer Succession Effective January 13, 2023, Michael McLaughlin, our then Executive Vice President and Chief Financial Officer, resigned from the Company for a new professional opportunity, and Steven Weber, who was our Vice President, Treasurer, Tax and Investor Relations, was appointed to serve as our Vice President and Interim Chief Financial Officer, until a permanent successor was appointed. Effective May 15, 2023, Mr. Weber was appointed our Executive Vice President and Chief Financial Officer, and the LDCC approved the terms of Mr. Weber’s compensation arrangements in connection with such promotion, including an annual base salary of $400,000 (which was Mr. McLaughlin’s base salary amount) and Mr. Weber’s continued annual incentive award target opportunity for fiscal 2023 at 50% of his base salary. In addition to the annual grant of RSUs that Mr. Weber received in December 2022 in his previous position, in fiscal 2023 Mr. Weber received: (i) a special retention grant of RSUs with a value of $500,000 in December 2022 that cliff vests on the third anniversary of the grant date in alignment with the retention orientation of this award; (ii) a promotion grant of RSUs with a value of $1.0 million in January 2023 that vests in four equal annual installments beginning on the first anniversary of the grant date; and (iii) a promotion-based grant of RSUs in May 2023 with a value of $2.0 million that vests in four equal annual installments beginning on the first anniversary of the grant date. Beginning in fiscal 2024, Mr. Weber will participate in our long-term incentive program on the same basis as other named executive officers.

  65. Compensation Arrangements Relating to Fiscal 2024 Management Changes

    Compensation Arrangements Relating to Fiscal 2024 Management Changes As previously disclosed, in connection with Ms. Covert’s transition to her role as Vice President, Software Technology, a non-executive officer position, the Company and Ms. Covert entered into a new Letter Agreement (the “Covert Letter Agreement”) with a term of November 2, 2023 through December 31, 2023, which replaced her previous letter agreement with us. Pursuant to the Covert Letter Agreement, Ms. Covert’s annual base salary remained unchanged from her previous compensation. As discussed above, Ms. Covert continued to participate in the MIP for fiscal year 2023, with her MIP award for fiscal year 2023 being $375,000, less applicable withholdings. Ms. Covert is not eligible to participate in the MIP for fiscal year 2024 or for any future fiscal year. Additionally, because Ms. Covert remained employed with the Company through December 10, 2023, the number of RSUs, MSUs and PSUs previously granted to her and scheduled to vest on or prior to December 10, 2023 vested subject to the terms of the applicable plans and respective grant agreements under which such RSUs, MSUs and PSUs were granted. The Covert Letter Agreement also provided that upon the termination of Ms. Covert’s employment as a result of the expiration of the term on December 31, 2023, she would be entitled to the following pay and benefits: (i) a lump sum severance payment equal to three months of her final base salary, or $125,000, (ii) outplacement services for six months provided by the Company’s preferred provider at a cost not to exceed $3,350, and (iii) if elected, continuation of certain benefits pursuant to COBRA for 12 months, the cost of which is expected to total $16,800 over that time period. Such amounts were paid and provided following Ms. Covert’s termination on December 31, 2023, as set forth under “Potential Payments upon Termination or Change in Control” below.

  66. Retirement Arrangements

    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.

  67. Post-Employment Compensation Arrangements

    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. The LDCC believes that these severance and change-in-control 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 change-in-control 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 change-in-control arrangement.

  68. Equity Award Grant Processes

    Equity Award Grant Processes Equity awards granted to our named executive officers in fiscal 2023 were granted under the 2021 LTIP. 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.

  69. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes all compensation earned in fiscal 2023, 2022 and 2021 by our named executive officers.

  70. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan ($)(4) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | William Lansing | 2023 | 750,000 | — | 48,996,329 | 15,347,003 | 1,200,000 | — | 56,630 | 66,349,962 | | Chief Executive Officer | 2022 | 750,000 | — | 16,942,011 | — | 1,200,000 | — | 21,770 | 18,913,781 | | | 2021 | 750,000 | — | 17,458,576 | — | 1,200,000 | — | 21,169 | 19,429,745 | | Steven Weber(6) | 2023 | 305,577 | — | 4,079,517 | — | 275,000 | — | 24,098 | 4,684,192 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Stephanie Covert(7) | 2023 | 500,000 | — | 8,231,522 | — | 375,000 | — | 44,200 | 9,150,722 | | Executive Vice President, Software | 2022 2021 | 480,769 400,000 | — — | 7,261,057 4,987,921 | — — | 375,000 350,000 | — — | 9,866 10,180 | 8,126,692 5,748,101 | | Mark Scadina(8) | 2023 | 400,000 | — | 5,488,415 | — | 300,000 | — | 48,931 | 6,237,346 | | Executive Vice President, General Counsel | 2022 | 400,000 | — | 4,841,157 | — | 300,000 | — | 30,084 | 5,571,242 | | James Wehmann | 2023 | 500,000 | — | 8,231,522 | — | 375,000 | — | 12,456 | 9,118,978 | | Executive Vice President, Scores | 2022 | 500,000 | — | 7,261,057 | — | 375,000 | — | 11,846 | 8,147,903 | | | 2021 | 500,000 | — | 7,482,737 | — | 375,000 | — | 11,646 | 8,369,383 | | Michael McLaughlin(9) | 2023 | 124,615 | — | 6,859,967 | — | — | — | 7,585 | 6,992,167 | | Former Executive Vice President and Chief Financial Officer | 2022 | 400,000 | — | 4,841,157 | — | 275,000 | — | 27,570 | 5,543,727 | | | 2021 | 400,000 | — | 4,987,921 | — | 275,000 | — | 11,597 | 5,674,518 |

  71. SUMMARY COMPENSATION TABLE

    | (1) The amounts in the “Stock Awards” column represent the aggregate grant date fair value of each award granted during the fiscal year, computed in accordance with FASB ASC Topic 718, and do not reflect whether the named executive officer has actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 15 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the SEC. |

  72. SUMMARY COMPENSATION TABLE

    | (2) Stock Awards for fiscal 2023 include the grant date fair value of annual time-based RSU awards, PSU awards and MSU awards granted to executive officers on December 9, 2022 (except that Mr. Weber did not receive PSU or MSU awards since he did not become an executive officer until after the grant date of those types of awards), promotion time-based RSU awards to Mr. Weber on January 9, 2023 and May 15, 2023, a special retention award to Mr. Weber on December 9, 2022, and a special performance-based retention and leadership continuity MSU award to Mr. Lansing on June 5, 2023, all under the 2021 LTIP. See “Grants of Plan-Based Awards on page 57 for additional details on the retention awards. |

  73. SUMMARY COMPENSATION TABLE

    | The PSUs were tied to the achievement of certain performance goals during fiscal 2023, and the named executive officer must be an employee on the vesting dates of December 9th of 2023, 2024 and 2025 in order to realize the earned PSU value. The values included in the table for the PSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. The maximum value of the award on the grant date, assuming the highest level of performance conditions achieved, would be |

  74. SUMMARY COMPENSATION TABLE

    | $15,490,876 vs. target of $7,745,438 for Mr. Lansing; $4,602,336 vs. target of $2,301,168 for Ms. Covert; $3,068,634 vs. target of $1,534,317 for Mr. Scadina; $4,602,336 vs. target of $2,301,168 for Mr. Wehmann; and $3,835,484 vs. target of $1,917,742 for Mr. McLaughlin. The named executive officers earned 200% of their respective target award, resulting in 25,170 units for Mr. Lansing; 7,478 units for Ms. Covert; 4,986 units for Mr. Scadina; 7,478 units for Mr. Wehmann; and 0 units for Mr. McLaughlin due to the forfeiture of his PSUs as a result of his voluntary termination. |

  75. SUMMARY COMPENSATION TABLE

    | The MSUs were tied to the achievement of certain performance goals over three performance periods ending on November 30, 2023, 2024 and 2025. The named executive officers must be employed on the vesting dates of December 9th of 2023, 2024 and 2025 in order to realize the earned MSU value. The values included in the table for the MSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. The maximum value of the award on the grant date, assuming the highest level of performance conditions achieved, would be $24,430,757 vs. target of $12,215,379 for Mr. Lansing; $7,258,372 vs. target of $3,629,186 for Ms. Covert; $4,839,562 vs. $2,419,781 for Mr. Scadina; $7,258,372 vs. target of $3,629,186 for Mr. Wehmann; and $6,048,966 vs. target of $3,024,483 for Mr. McLaughlin. Based on our total shareholder return of 27.89% for fiscal 2023, 200% of the MSUs granted in fiscal 2023 were earned at the conclusion of the first performance period ending on November 30, 2023. Mr. McLaughlin will not earn any MSUs due to the forfeiture of his awards as a result of his voluntary termination. |

  76. SUMMARY COMPENSATION TABLE

    | On June 5, 2023, Mr. Lansing received a special performance-based retention and leadership continuity award of MSUs tied to the achievement of certain performance goals over three performance periods, each beginning on June 1, 2023 and ending on each of May 31, 2026, 2027 and 2028. Mr. Lansing must be employed on the vesting dates of June 5th of 2026, 2027 and 2028 in order to receive any earned MSUs that were scheduled to vest on such date. The values included in the table for the MSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. The maximum value of the award on the grant date, assuming the highest level of performance conditions achieved, would be $42,580,149 vs. target of $21,290,074. |

  77. SUMMARY COMPENSATION TABLE

    | (3) The amounts in the “Option Awards” column represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of the special performance-based retention and leadership continuity award of non-qualified stock options granted to Mr. Lansing on June 5, 2023. None of the named executive officers elected to receive stock options in exchange for a portion of his or her RSU awards in any of the years shown. For information on the assumptions used to calculate the value of the stock options, refer to Note 15 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the SEC. |

  78. SUMMARY COMPENSATION TABLE

    | (4) Represents amounts paid in the first quarter of fiscal 2024 based on performance during fiscal 2023 under our Management Incentive Plan. |

  79. SUMMARY COMPENSATION TABLE

    | (5) The amounts shown for fiscal 2023 are detailed in the supplemental table below entitled “All Other Compensation Table.” |

  80. SUMMARY COMPENSATION TABLE

    | (6) Effective January 13, 2023, Mr. Weber was named interim Vice President and Chief Financial Officer, and on May 15, 2023, Mr. Weber was promoted to Executive Vice President and Chief Financial Officer. As permitted by SEC rules, because fiscal 2023 was Mr. Weber’s first year as a named executive officer, the compensation paid to him prior to fiscal 2023 is not included in this table. |

  81. SUMMARY COMPENSATION TABLE

    | (7) Effective November 2, 2023, Ms. Covert transitioned from being an executive officer and her employment terminated effective December 31, 2023. |

  82. SUMMARY COMPENSATION TABLE

    | (8) As permitted by SEC rules, because fiscal 2022 was Mr. Scadina’s first year as a named executive officer, the compensation paid to him prior to fiscal 2022 is not included in this table. |

  83. SUMMARY COMPENSATION TABLE

    | (9) Effective January 13, 2023, Mr. McLaughlin voluntarily terminated his employment as Executive Vice President and Chief Financial Officer. |

  84. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023 The following table summarizes grants of plan-based compensation awards made during fiscal 2023 to our named executive officers.

  85. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/SH) | Grant Date Fair Value of Stock and Option Awards ($)(9) | | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William Lansing | | 0 | 750,000 | 1,875,000 | | | | | | | | | | 12/09/2022 | | | | 0(2) | 12,585(2) | 25,170(2) | | | | 12,215,379 | | | 12/09/2022 | | | | 0(3) | 12,585(3) | 25,170(3) | | | | 7,745,438 | | | 12/09/2022 | | | | | | | 12,585(4) | | | 7,745,438 | | | 06/05/2023 | | | | 0(3) | 19,576(5) | 39,152(5) | | | | 21,290,074 | | | 06/05/2023 | | | | | | | | 52,082(6) | 791.60 | 15,347,003 | | Steven Weber | | 0 | 200,000 | 500,000 | | | | | | | | | | 12/09/2022 | | | | | | | 599(4) | | | 368,655 | | | 12/09/2022 | | | | | | | 935(7) | | | 575,446 | | | 01/09/2023 | | | | | | | 1,684(4) | | | 1,000,077 | | | 05/15/2023 | | | | | | | 2,824(8) | | | 2,135,339 | | Stephanie Covert | | 0 | 250,000 | 625,000 | | | | | | | | | | 12/09/2022 | | | | 0(2) | 3,739(2) | 7,478(2) | | | | 3,629,186 | | | 12/09/2022 | | | | 0(3) | 3,739(3) | 7,478(3) | | | | 2,301,168 | | | 12/09/2022 | | | | | | | 3,739(4) | | | 2,301,168 | | Mark Scadina | | 0 | 200,000 | 500,000 | | | | | | | | | | 12/09/2022 | | | | 0(2) | 2,493(2) | 4,986(2) | | | | 2,419,781 | | | 12/09/2022 | | | | 0(3) | 2,493(3) | 4,986(3) | | | | 1,534,317 | | | 12/09/2022 | | | | | | | 2,493(4) | | | 1,534,317 | | James Wehmann | | 0 | 250,000 | 625,000 | | | | | | | | | | 12/09/2022 | | | | 0(2) | 3,739(2) | 7,478(2) | | | | 3,629,186 | | | 12/09/2022 | | | | 0(3) | 3,739(3) | 7,478(3) | | | | 2,301,168 | | | 12/09/2022 | | | | | | | 3,739(4) | | | 2,301,168 | | Michael McLaughlin(10) | | 0 | 200,000 | 500,000 | | | | | | | | | | 12/09/2022 | | | | 0(2) | 3,116(2) | 6,232(2) | | | | 3,024,483 | | | 12/09/2022 | | | | 0(3) | 3,116(3) | 6,232(3) | | | | 1,917,742 | | | 12/09/2022 | | | | | | | 3,116(4) | | | 1,917,742 |

  86. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (1) The amounts shown in these columns represent the estimated threshold (or minimum), target, and maximum possible cash incentive awards for each of the named executive officers. Under our Management Incentive Plan, Mr. Lansing’s target amount is equal to 100% of his base salary and the target amount for each of the other named executive officers is equal to 50% of their base salary. The maximum amount in each case equals 2.5 times the target amount, which would result if the Company Performance Factor was 125% and the Participant Performance Factor was 200%. There is no threshold (or minimum) level of awards under the Management Incentive Plan. Additional detail regarding the determination of cash incentives to executives for fiscal 2023 is included above under “Compensation Discussion and Analysis.” Actual payments are set forth in the “Summary Compensation Table” above. |

  87. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (2) Amounts shown reflect MSUs that were granted under our 2021 LTIP and are subject to the achievement of specific performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two and three years, approved by the LDCC, with no threshold (or minimum) levels of performance. On December 4, 2023, the LDCC certified that for all named executive officers, 200% of the target awards for the first performance period were earned for that tranche of awards eligible to vest on December 9, 2023. The remaining portion of the target awards may be earned subject to achievement of specific performance goals for the two- and three-year performance periods and then |

  88. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | subsequently vest subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP) through December 9, 2024 and December 9, 2025, respectively. These awards do not pay dividend equivalents. |

  89. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (3) Amounts shown reflect PSUs that were granted under our 2021 LTIP and were subject to the achievement of specific performance goals related to adjusted revenue and adjusted EBITDA metrics approved by the LDCC, with no threshold (or minimum) levels of performance. For all named executive officers, 200% of the target awards were earned, one-third of the earned units vested on December 9, 2023, and the remaining two-thirds are scheduled to vest in two annual installments beginning December 9, 2024 (subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP)). These awards do not pay dividend equivalents. |

  90. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (4) Amounts shown reflects RSUs that were granted under our 2021 LTIP which vest in four equal increments on the first four anniversaries of the grant date subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP). These awards do not pay dividend equivalents. |

  91. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (5) Amounts shown reflect MSUs that were granted as a special performance-based retention and leadership continuity award to Mr. Lansing under our 2021 LTIP and are subject to the achievement of specific performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of three, four and five years, approved by the LDCC, with no threshold (or minimum) levels of performance. The portion of the target awards may be earned subject to achievement of specific performance goals for the three-, four-, and five-year performance periods and then subsequently vest subject to Mr. Lansing’s continued Service as a Service Provider (as defined in the 2021 LTIP) through June 5, 2026, June 5, 2027, and June 5, 2028, respectively. This award does not pay dividend equivalents and will not continue to vest if Mr. Lansing retires prior to June 5, 2028. Shares of common stock that Mr. Lansing receives upon settlement of this earned MSU grant, other than shares that are sold or withheld satisfy tax obligations, must be retained by Mr. Lansing until June 5, 2028. |

  92. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (6) Amount shown reflects non-qualified stock options that were granted as a special performance-based retention and leadership continuity award to Mr. Lansing under our 2021 LTIP and will vest and become exercisable as follows: three-fifths (3/5ths) of the options shall vest on the third anniversary of the grant date; one-fifth (1/5th) of the options shall vest on the fourth anniversary of the grant date; and the remaining one-fifth (1/5th) of the options shall vest on the fifth anniversary of the grant date. This grant will not be subject to acceleration of vesting if Mr. Lansing retires prior to June 5, 2028. Shares of common stock that Mr. Lansing receives from his exercise of the options, other than shares that are sold or withheld to pay the exercise price for the options or to satisfy tax obligations, must be retained by Mr. Lansing until June 5, 2028. |

  93. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (7) Amount reflects RSUs that were granted under our 2021 LTIP to Mr. Weber which vest on the third anniversary of the grant date subject to his continued Service as a Service Provider (as defined in the 2021 LTIP). These awards do not pay dividend equivalents. |

  94. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (8) Amount reflects RSUs that were granted under our 2021 LTIP to Mr. Weber upon his promotion to Chief Financial Officer which vest in four equal increments on the first four anniversaries of the grant date subject to his continued Service as a Service Provider (as defined in the 2021 LTIP). These awards do not pay dividend equivalents. |

  95. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (9) Represents the grant date fair value of each MSU, PSU, RSU, or stock option, as applicable, computed in accordance with FASB ASC Topic 718. The values included in the table for the MSU and PSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. |

  96. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023

    | (10) Upon Mr. McLaughlin’s resignation from the Company, he forfeited his potential award under the Management Incentive Plan for fiscal 2023, as well as all of his outstanding equity awards, including those shown in this table. |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at September 30, 2023. Mr. McLaughlin forfeited all outstanding equity awards upon his voluntary resignation effective January 13, 2023, and therefore did not hold any outstanding equity awards at September 30, 2023.

  98. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | Name | | | | | | | Stock Awards | | | | | | | Option Awards | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | | William Lansing | 12/10/2018 | 54,095 | — | — | 185.05 | 12/09/2025 | 12/08/2019 | — | — | — | — | | | 12/10/2019 | 7,337 | 2,445(2) | — | 354.18 | 12/09/2026 | 12/10/2019 | 1,918(3) | 1,665,841 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 5,098(3) | 4,427,766 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 6,798(5) | 5,904,267 | 16,791(8) | 14,583,487 | | | — | — | — | — | — | — | 12/10/2021 | 9,362(3) | 8,131,178 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 16,253(6) | 14,116,218 | 16,644(9) | 14,455,813 | | | — | — | — | — | — | — | 12/09/2022 | 12,585(3) | 10,930,450 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 25,170(7) | 21,860,900 | 6,292(10) | 5,464,791 | | | 06/05/2023 | — | 52,082(11) | — | 791.60 | 06/04/2030 | 06/05/2023 | — | — | 9,788(12) | 8,501,172 | | Steven Weber | 12/10/2018 | 1,327 | — | — | 185.05 | 12/09/2025 | — | — | — | — | — | | | — | — | — | — | — | — | 12/10/2019 | 219(3) | 190,208 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 328(3) | 284,878 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 602(3) | 522,855 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 599(3) | 520,249 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 935(4) | 812,076 | — | — | | | — | — | — | — | — | — | 01/09/2023 | 1,684(3) | 1,462,605 | — | — | | | — | — | — | — | — | — | 05/15/2023 | 2,824(3) | 2,452,729 | — | — | | Stephanie Covert | — | — | — | — | — | — | 12/10/2019 | 438(3) | 380,416 | — | — | | | — | — | — | — | — | — | 08/25/2020 | 1,181(3) | 1,025,734 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 1,456(3) | 1,264,580 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 1,942(5) | 1,686,685 | 4,797(8) | 4,166,338 | | | — | — | — | — | — | — | 12/10/2021 | 4,012(3) | 3,484,542 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 6,964(6) | 6,048,443 | 7,132(9) | 6,194,356 | | | — | — | — | — | — | — | 12/09/2022 | 3,739(3) | 3,247,434 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 7,478(7) | 6,494,867 | 1,869(10) | 1,623,283 | | Mark Scadina | 12/10/2018 | 7,367 | — | — | 185.05 | 12/09/2025 | 12/10/2018 | — | — | — | — | | | — | — | — | — | — | — | 12/10/2019 | 670(3) | 581,915 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 1,456(3) | 1,264,580 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 1,942(5) | 1,686,685 | 4,797(8) | 4,166,338 | | | — | — | — | — | — | — | 12/10/2021 | 2,675(3) | 2,323,318 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 4,644(6) | 4,033,453 | 4,756(9) | 4,130,729 | | | — | — | — | — | — | — | 12/09/2022 | 2,493(3) | 2,165,245 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 4,986(7) | 4,330,491 | 1,246(10) | 1,082,188 | | James Wehmann | — | — | — | — | — | — | 12/10/2019 | 804(3) | 698,298 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 2,184(3) | 1,896,870 | — | — | | | — | — | — | — | — | — | 12/10/2020 | 2,914(5) | 2,530,896 | 7,197(8) | 6,250,810 | | | — | — | — | — | — | — | 12/10/2021 | 4,012(3) | 3,484,542 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 6,964(6) | 6,048,443 | 7,132(9) | 6,194,356 | | | — | — | — | — | — | — | 12/09/2022 | 3,739(3) | 3,247,434 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 7,478(7) | 6,494,867 | 1,869(10) | 1,623,283 |

  99. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (1) The market value of stock awards that have not vested was determined by multiplying the closing market price of the Company’s common stock on September 29, 2023 ($868.53) by the number of stock awards. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (2) These stock options vest in four equal increments on the first four anniversaries of the grant date, subject to the named executive officer’s continued employment. |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (3) These RSUs vest in shares in four equal increments on the first four anniversaries of the grant date, subject to the named executive officer’s continued employment. |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (4) These RSUs vest in shares on the third anniversary of the grant date, subject to Mr. Weber’s continued employment. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (5) These earned PSUs vest in shares in three equal increments on the 10th of December in 2021, 2022, and 2023, subject to the named executive officer’s continued employment. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (6) These earned PSUs vest in shares in three equal increments on the 10th of December in 2022, 2023, and 2024, subject to the named executive officer’s continued employment. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (7) These earned PSUs vest in shares in three equal increments on the 9th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (8) These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 10th of December in 2021, 2022 and 2023, subject to the named executive officer’s continued employment. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (9) These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 10th of December in 2022, 2023, and 2024, subject to the named executive officer’s continued employment. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (10) These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of one, two, and three years ending November 30 and then vest on the 9th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (11) These stock options vest as follows: three-fifths (3/5ths) of the options vest on June 5, 2026; one-fifth (1/5th) of the options vest on June 5, 2027; and the remaining one-fifth (1/5th) of the options vest on June 5, 2028, subject to Mr. Lansing’s continued employment. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

    | (12) These MSUs are earned upon achievement of performance goals related to the Company’s total shareholder return relative to the Russell 3000 Index over performance periods of three, four, and five years ending May 31 and then vest on the 5th of June in 2026, 2027 and 2028, subject to Mr. Lansing’s continued employment. |

  111. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

  112. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | William Lansing | 0 | 0 | 53,803 | 33,113,056 | | Steven Weber | 0 | 0 | 1,247 | 851,069 | | Stephanie Covert | 0 | 0 | 14,371 | 9,123,868 | | Mark Scadina | 0 | 0 | 15,586 | 9,592,404 | | James Wehmann | 0 | 0 | 22,157 | 13,636,526 | | Michael McLaughlin | 0 | 0 | 11,382 | 7,005,052 |

  113. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Equal to the number of shares vested multiplied by the closing price of a share of the Company’s common stock on the date of vesting. |

  114. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

  115. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | William Lansing | — | — | 386,365 | — | 2,202,695(3) | | Steven Weber | 143,702 | — | 20,910 | — | 203,401(4) | | Stephanie Covert | — | — | — | — | — | | Mark Scadina | — | — | — | — | — | | James Wehmann | 396,822 | — | 452,434 | — | 2,729,145(5) | | Michael McLaughlin | — | — | — | — | — |

  116. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | (1) The amount reported in this column has been reported in the fiscal 2023 Summary Compensation Table as part of the individual’s compensation. |

  117. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | (2) The amount reported in this column was not reported in the Summary Compensation Table as part of the individual’s compensation for the most recent fiscal year because none of the earnings are considered to be “above market” or “preferential.” |

  118. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | (3) Of the amount shown in this column, $1,499,999 was previously reported as compensation to Mr. Lansing in the Summary Compensation Table for years prior to fiscal 2023. |

  119. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | (4) Of the amount shown in this column, $0 was previously reported as compensation to Mr. Weber in the Summary Compensation Table for years prior to fiscal 2023, as he was not a named executive officer before fiscal 2023. |

  120. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    | (5) Of the amount shown in this column, $1,885,288 was previously reported as compensation to Mr. Wehmann in the Summary Compensation Table for years prior to fiscal 2023. |

  121. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023

    This plan is intended for a select group of employees of the Company who are in the highest salary band. Employees can defer up to 25% of base salary and up to 75% of incentive award compensation into the plan. These elections are irrevocable and stay in place for the entire calendar year. The Company does not make any employer contributions to this plan, and employees are always 100% vested in their contributions. Employees make their own investment election decisions from a select group of investment choices designated by the Company. Participating employees also make an irrevocable election for distributions from the plan at retirement. If they terminate employment prior to retirement, then participating employees will receive their distribution on the first day of the seventh calendar month following separation from service due to any reason.

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The information below describes the compensation that would become payable under existing plans and arrangements if a named executive officer’s employment terminates under certain circumstances or if a change in control of the Company occurs.

  123. Steven Weber

    ship continu

  124. Steven Weber

    y MSU and stock option awards he received in June 2023. | Steven Weber | Payment or Benefit | Voluntary Termination by NEO ($) | Termination by Us For Cause ($) | Termination by Us Without Cause or by NEO with Good Reason ($) | Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) | Retirement(7) ($) | Disability ($) | Death ($) | | Value of Cash Severance(1) | — | — | 675,000 | 675,000 | — | — | — | | Value of Benefits(2) | — | — | 29,556 | 29,556 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 6,245,600 | — | 6,245,600 | 6,245,600 | | Market Value of Accelerated PSU Awards(5) | — | — | — | — | — | — | — | | Market Value of Accelerated MSU Awards(6) | — | — | — | — | — | —

  125. Steven Weber

    — | | Total | — | — | 704,556 | 6,950,156 | — | 6,245,600 | 6,245,600 | | (1) Pursuant to Mr. Weber’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Weber for good reason. Mr. Weber’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Weber for good

  126. Steven Weber

    ason within 60 days before or two years following a change in control. | | (2) Pursuant to Mr. Weber’s Letter Agreement, the Company is obligated to provide benefits to Mr. Weber at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Weber for good reason. Mr. Weber’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Weber for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COB

  127. Steven Weber

    premiums for continuing such benefits over the applicable time period. | | (3)

  128. Steven Weber

    . Weber currently does not have any stock options that would accelerate. | | (4) The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53. Mr. Weber’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms o

  129. Steven Weber

    the equity awards provide for such acceleration upon death or disability. | | (5) Mr. Weber currently does not have any PSUs tha

  130. Steven Weber

    would immediately be earned and vest upon the applicable triggering event. | | (6) Mr. Weber currently does not have any MSUs th

  131. Steven Weber

    would immediately be earned and vest upon the applicable triggering event. | | (7) Mr. Weber is eligible for retirement pursuant to the terms of his equity award agreements for awards granted prior to May 15, 2023, and therefore the earning and vesting of those equity awards generally would continue on the same schedule after his qualifying retirement. For awar

  132. Mark Scadina

    made on or

  133. Mark Scadina

    ter this date, Mr. Weber is currently not retirement eligible. | Mark Scadina | Payment or Benefit | Voluntary Termination by NEO ($) | Termination by Us For Cause ($) | Termination by Us Without Cause or by NEO with Good Reason ($) | Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) | Retirement ($) | Disability ($) | Death ($) | | Value of Cash Severance(1) | — | — | 700,000 | 700,000 | — | — | — | | Value of Benefits(2) | — | — | 23,100 | 23,100 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 6,335,058 | — | 6,335,058 | 6,335,058 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 10,050,629 | — | 10,050,629 | 10,050,629 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 5,073,952 | — | 5,073,952 | 5,

  134. Mark Scadina

    3,952 | | Total | — | — | 723,100 | 22,182,739 | — | 21,459,639 | 21,459,639 | | (1) Pursuant to Mr. Scadina’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Scadina for good reason. Mr. Scadina’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Scadina fo

  135. Mark Scadina

    good reason within 60 days before or two years following a change in control. | | (2) Pursuant to Mr. Scadina’s Letter Agreement, the Company is obligated to provide benefits to Mr. Scadina at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Scadina for good reason. Mr. Scadina’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Scadina for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost

  136. Mark Scadina

    f COBRA premiums for continuing such benefits over the applicable time period. | |

  137. Mark Scadina

    3) Mr. Scadina currently does not have any stock options that would accelerate. | | (4) The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53. Mr. Scadina’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the

  138. Mark Scadina

    rms of the equity awards provide for such acceleration upon death or disability. | | (5) The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53. Mr. Scadina’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, and the

  139. Mark Scadina

    erms of the equity award provides for such acceleration upon death or disability. | | (6) The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53 and a relative total shareholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control, and th

  140. James Wehmann

    terms of the

  141. James Wehmann

    uity award provides for such acceleration upon death or disability. | James Wehmann | Payment or Benefit | Voluntary Termination by NEO ($) | Termination by Us For Cause ($) | Termination by Us Without Cause or by the NEO with Good Reason ($) | Termination by Us Without Cause in Connection with a Change in Control or by the NEO with Good Reason in Connection with a Change in Control ($) | Retirement ($) | Disability ($) | Death ($) | | Value of Cash Severance(1) | — | — | 875,000 | 875,000 | — | — | — | | Value of Benefits(2) | — | — | 29,472 | 29,472 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 9,327,144 | — | 9,327,144 | 9,327,144 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 15,074,206 | — | 15,074,206 | 15,074,206 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 7,610,060 | — | 7,610,06

  142. James Wehmann

    | 7,610,060 | | Total | — | — | 904,472 | 32,915,882 | — | 32,011,410 | 32,011,410 | | (1) Pursuant to Mr. Wehmann’s Letter Agreement, he is entitled to a lump sum payment equal to one times the sum of his current base salary plus the annual incentive award last paid to him if his employment is terminated by the Company without cause or by Mr. Wehmann for good reason. Mr. Wehmann’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Wehm

  143. James Wehmann

    n for good reason within 60 days before or two years following a change in control. | | (2) Pursuant to Mr. Wehmann’s Letter Agreement, the Company is obligated to provide benefits to Mr. Wehmann at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Wehmann for good reason. Mr. Wehmann’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Wehmann for good reason within 60 days before or two years following a change in control. The amounts shown represent the tota

  144. James Wehmann

    cost of COBRA premiums for continuing such benefits over the applicable time period

  145. James Wehmann

    | | (3) Mr. Wehmann currently does not have any stock options that would accelerate. | | (4) The amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53. Mr. Wehmann’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, an

  146. James Wehmann

    the terms of the equity awards provide for such acceleration upon death or disability. | | (5) The amounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53. Mr. Wehmann’s Management Agreement and the terms of the equity award provide for such acceleration upon a termination of employment in connection with a change in control, a

  147. James Wehmann

    the terms of the equity award provides for such acceleration upon death or disability. | | (6) The amounts shown represent the unearned MSUs that would immediately be earned and vest upon the applicable triggering event, based on the Company’s closing stock price on September 29, 2023, of $868.53 and a relative total stockholder return performance of 0% in the adjusted performance period. The terms of the equity award provide for such acceleration upon a termination of employment for reasons other than Cause in connection with a change in control,

  148. CEO PAY RATIO

    CEO PAY RATIO As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees and the annual total compensation of our Chief Executive Officer, William Lansing (our “CEO”): For fiscal 2023:

  149. CEO PAY RATIO

    | • | the median of the annual total compensation of all our employees, other than our CEO, was $101,674; |

  150. CEO PAY RATIO

    | • | the annual total compensation of our CEO, as disclosed in the Fiscal 2023 Summary Compensation Table, was $66,349,962; and |

  151. CEO PAY RATIO

    | • | the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 653 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. |

  152. CEO PAY RATIO

    Note that the total compensation of our CEO includes a special performance-based retention and leadership continuity award consisting of non-qualified stock options and market share units, both with back-end loaded vesting over five years and a total value of $36,637,078. Removing the value of this special performance-based retention and leadership continuity award yields an annual total compensation figure of $29,712,884 and a ratio relative to the median employee of 292 to 1. We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology:

  153. CEO PAY RATIO

    | • | In determining our employee population, we considered the 3,468 individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on August 31, 2023, whether employed on a full-time, part-time, seasonal, or temporary basis. We did not include any contractors or other non-employee workers in our employee population. |

  154. CEO PAY RATIO

    | • | To identify our median employee, we chose to use a consistently applied compensation measure, which we selected as annual base salary rate plus target annual bonus and actual sales incentive commissions paid and the grant-date fair value of long-term incentives granted for the 12-month period ending August 31, 2023. For simplicity with respect to part-time employees, we calculated annual base salary rate by multiplying the full-time equivalent annual base salary rate times a factor representing the percentage of full-time schedule regularly worked as of August 31, 2023. |

  155. CEO PAY RATIO

    | • | For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on August 31, 2023. |

  156. CEO PAY RATIO

    | • | For permanent employees hired during fiscal 2023, we annualized their salary or base pay as if they had been employed for the entire 12-month measurement period. We did not make any cost-of-living adjustment. |

  157. CEO PAY RATIO

    Using this methodology, we identified the individual at the median of our employee population, who was a Technical Duty Officer Director based in Guadalajara, Mexico. We then calculated the annual total compensation for this individual using the same methodology we used to calculate the amount reported for our CEO in the “Total” column of the Fiscal 2023 Summary Compensation Table as set forth in this proxy statement. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. As explained by the SEC when it adopted Item 402(u), the rule was not designed to facilitate comparisons of pay ratios among different companies, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  158. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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, 2023, September 30, 2022, and September 30, 2021. For further information on the LDCC’s “pay-for-performance” philosophy and how executive compensation aligns with the Company’s performance, refer to the Compensation Discussion & Analysis section of this proxy statement.

  159. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO (1&2) ($) | Compensation Actually Paid to PEO (1&3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1&2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1&3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (4) | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($) (4) | Net Income ($ millions) (5) | FICO TSR Relative to Russell 3000 TSR (6) | | 2023 | 66,349,962 | 155,154,377 | 7,236,681 | 20,278,836 | 204.18 | 109.39 | 429.4 | 92.30% | | 2022 | 18,913,781 | 29,544,755 | 7,033,248 | 10,705,303 | 96.86 | 75.34 | 373.5 | 22.37% | | 2021 | 19,429,745 | 18,445,604 | 7,034,096 | 5,948,897 | 93.55 | 121.98 | 392.1 | -36.51% |

  160. PAY VERSUS PERFORMANCE

    | (1) NEOs included in these columns reflect the following: |

  161. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 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 |

  162. PAY VERSUS PERFORMANCE

    | (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. |

  163. PAY VERSUS PERFORMANCE

    | (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 2023, expected volatility between 36.6% - 41.1% and risk-free interest rate between 4.53% - 5.49%; (ii) for fiscal 2022, expected volatility 44.2% and risk-free interest rate between 3.20% - 4.19%; and (iii) 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 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on November 8, 2023. 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. |

  164. PAY VERSUS PERFORMANCE

    | | PEO | | | | | Fiscal 2023 ($) | Fiscal 2022 ($) | Fiscal 2021 ($) | | Summary Compensation Table Total for PEO | 66,349,962 | 18,913,781 | 19,429,745 | | Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year | (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 | 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 | 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 | 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 | 155,154,377 | 29,544,755 | 18,445,604 |

  165. PAY VERSUS PERFORMANCE

    | | NON-PEO NEOS | | | | | Fiscal 2023 ($) | Fiscal 2022 ($) | Fiscal 2021 ($) | | Average of Summary Compensation Table Total for Non-PEO NEOs | 7,236,681 | 7,033,248 | 7,034,096 | | Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year | (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 | 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 | 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 | 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 | 20,278,836 | 10,705,303 | 5,948,897 |

  166. PAY VERSUS PERFORMANCE

    | (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, 2023, pursuant to Item 201(e) of Regulation S-K. |

  167. PAY VERSUS PERFORMANCE

    | (5) Amounts reflect our net income as reported in our audited financial statements for the applicable fiscal year. |

  168. PAY VERSUS PERFORMANCE

    | (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 2023. 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. |

  169. Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures

    Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between the information presented in the Pay versus Performance Table and the financial measures.