DEF 14A of Fair Isaac Corp, Jan 27, 2025

DEF 14A of Fair Isaac Corp

Filed Jan 27, 2025 · FY20240001193125-25-013338

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Committee Memberships | | | | Name | Age | Years as Director | Principal Occupation | Independent | AC(1) | GNEC(2) | LDCC(3) | | Braden R. Kelly | 54 | 12 | Partner of Health Evolution Partners | ✓ | | | | | Fabiola R. Arredondo | 58 | 5 | Managing Partner of Siempre Holdings LLC | ✓ | | | | | William J. Lansing | 66 | 19 | Chief Executive Officer of Fair Isaac Corporation | | | | | | Eva Manolis | 61 | 6 | Former Vice President of Amazon.com, Inc. | ✓ | | | | | Marc F. McMorris | 56 | 9 | Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC | ✓ | | | | | Joanna Rees | 63 | 10 | Executive Chairman of West Global | ✓ | | | | | David A. Rey | 74 | 14 | Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group | ✓ | | | | | H. Tayloe Stansbury | 63 | 1 | Chief Executive Officer of Kaleidescape, Inc. | ✓ | | | |

  3. Director Nominees

    | AC(1) | | Audit Committee | | Chair | | GNEC(2) | | Governance, Nominating and Executive Committee | | Member | | LDCC(3) | | Leadership Development and Compensation Committee | | Audit Committee Financial Expert |

  4. Director Nominees

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  5. Composition of Director Nominees*

    Composition of Director Nominees*

  6. Composition of Director Nominees*

    | CORE COMPETENCIES | | STRATEGIC ABILITIES | | | Skills for day-to-day operations and long-term business sustainability | | These are specialized abilities that drive innovation, competitive advantage, and long-term growth | | | # Directors | | # Directors | | | 6 | Technology Leadership | 4 | Strategy Development | | 6 | Financial Expertise | 4 | Mergers & Acquisitions | | 5 | Investment Experience | 3 | International Business | | 4 | Executive Leadership | 3 | SaaS Experience | | 2 | Sales & Marketing Intelligence | 2 | Cybersecurity Oversight | | 1 | Risk Management | 2 | Cloud-based Software Experience | | | | 1 | Artificial Intelligence Experience |

  7. Composition of Director Nominees*

    * The information presented here reflects the board composition following the Annual Meeting, assuming the re-election of all director nominees.

  8. Composition of Director Nominees*

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  9. Composition of Director Nominees*

    | PROPOSAL 1: Election of Directors | | The Board recommends a vote FOR each nominee |

  10. Director Nominee Selection Process

    Director Nominee Selection Process

  11. Director Nominee Selection Process

    | | Assess the Board’s strategic requirements and target competencies The Governance, Nominating and Executive Committee assesses the Board’s current makeup and considers the need to promote diversity and bring in expertise to align with company goals. As a result, the Board currently includes three female directors and two racially/ethnically diverse directors to further diverse perspectives in decision-making. Source and Evaluate Potential Candidates The Governance, Nominating and Executive Committee actively seeks candidates who possess recognized achievements and relevant skills that complement the Board’s strategic goals. They evaluate individuals not only for their experience but also for their ability to contribute diverse perspectives. This approach ensures alignment with FICO’s commitment to promoting leadership diversity, as outlined in the Corporate Governance Guidelines on our website at www.fico.com. Recommend Nominees to the Committee Present the shortlisted candidates to the Governance, Nominating and Executive Committee for review and recommendation. Secure Full Board Approval Obtain unanimous approval from the full Board on the proposed nominees. Stockholder Election Finalize the slate of approved nominees and present them for election or re-election at the Annual Meeting by stockholder vote. |

  12. Director Nominee Selection Process

    One of our current directors, James D. Kirsner, will be retiring from service on the Board effective at the Annual Meeting and, accordingly, has not been nominated to stand for re-election at the Annual Meeting. Based on the recommendation of the Governance, Nominating and Executive Committee, the Board has determined not to fill the resulting vacancy and has accordingly fixed the size of the board, effective at the Annual Meeting, and the number of directors to be elected at the Annual Meeting, at eight. Proxies cannot be voted for a greater number of persons than eight, which is the number of nominees named in this proxy statement. Based on the recommendation of the Governance, Nominating and Executive Committee, the Board has nominated for election at the Annual Meeting the eight directors named below, each of whom currently serves on the Board. Each of the nominees has consented to being named in this proxy statement and to serve on the Board if elected.

  13. Director Nominee Selection Process

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  14. Director Nominee Skills and Experience Matrix

    Director Nominee Skills and Experience Matrix The director nominee skills and experience matrix below identifies some of the key skills and experiences the Board has identified as being important to its responsibilities and reflects how the director nominees, individually and in the aggregate, reflect these skills.

  15. Director Nominee Skills and Experience Matrix

    | | | | | | | | | | | | | Technology leadership | ● | | ● | ● | ● | ● | | ● | | | Executive leadership | | | ● | ● | | ● | | ● | | | Financial expertise | ● | | ● | | ● | ● | ● | ● | | | Investment experience | ● | ● | | | ● | ● | | ● | | | Strategy development | ● | ● | ● | | | | ● | | | | International business | ● | ● | | | | | ● | | | | Cybersecurity oversight | | | | | | | ● | ● | | | Mergers and acquisitions | ● | ● | | | ● | | | ● | | | Software as a service (“SaaS”) experience | | | ● | | ● | | | ● | | | Cloud-based software experience | | | | ● | | | | ● | | | Artificial intelligence experience | | | | | | | | ● | | | Sales and marketing intelligence | | ● | | | | ● | | | | | Risk management | | | ● | | | | | |

  16. Director Nominee Skills and Experience Matrix

    A mark indicates a specific area of focus or expertise that the director brings to our Board. The matrix above does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.

  17. Director Nominee Skills and Experience Matrix

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  18. Director Nominees

    Director Nominees

  19. Director Nominees

    | Braden R. Kelly Chairman of the Board (since 2016) Director (since 2013) Age 54 Independent | Committee Assignments Chair Governance, Nominating and Executive Committee Member Leadership Development and Compensation Committee | | | Professional Experience Health Evolution Partners • Partner (2015 to Present) • Investment Partner (2013 to 2014) • Senior Advisor (2008 to 2013) General Atlantic Partners LLC • Employee (u) Partner and Managing Director (1995 to 2006) Morgan Stanley & Co. (1993 to 1995) • Member of mergers, acquisitions and restructuring department (Investment banking division) | Education | | | | A Bachelor of Business Administration degree in finance and business economics from the University of Notre Dame | | | | Other Public Company Boards (0) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Financial expertise | • International business | | | • Investment experience | | | | • Technology leadership | | | | • Strategy development | | | | • Mergers & Acquisitions | |

  20. Director Nominees

    | Fabiola R. Arredondo Director (since 2020) Age 58 Independent | Committee Assignments Member Leadership Development and Compensation Committee Education | | | Professional Experience Managing Partner at Siempre Holdings (since 2001) Previously held senior operating roles at: • Yahoo! Inc. • British Broadcasting Corporation (BBC) • Bertelsmann SE & Co. KGaA Board of Governors of FINRA (since December 2022) Served on the Board of Experian PLC (2007 to 2016) | Bachelor’s degree in political science from Stanford University, and an M.B.A. from Harvard Business School | | | | Other Public Company Boards (2) | | | | • The Campbell’s Company (since 2017) • Burberry PLC (since 2015) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Investment experience | • International business | | | • Mergers & Acquisitions | • Sales and marketing intelligence | | | • Strategy development | |

  21. Director Nominees

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  22. Director Nominees

    | William J. Lansing Director (since 2006) Age 66 Non-Independent | Committee Assignments None Education An undergraduate degree from Wesleyan | | Professional Experience Chief Executive Officer • Fair Isaac Corporation (since 2012) • Infospace, Inc. (2009 to 2010) • ValueVision Media, Inc. (2004 to 2007) • NBC Internet, Inc. (2000 to 2001) • Fingerhut Companies, Inc. (1998 to 2000) General Partner at General Atlantic LLC (2001 to 2003) Vice President, Corporate Business Development at General Electric Company (1996 to 1998) Chief Operating Officer/Executive Vice President at Prodigy, Inc. (in 1996) Partner, McKinsey & Company (1987 to 1996) Served on the Board of Shutterfly, Inc. (2017 to 2019) | University and a J.D. from Georgetown University Other Public Company Boards (0) Expertise, Strategic Capabilities, and Key Competencies • Executive leadership • Technology leadership • Strategy development • Risk management • Financial expertise • SaaS experience |

  23. Director Nominees

    | Eva Manolis Director (since 2018) Age 61 Independent | Committee Assignments Member Leadership Development and Compensation Committee Education | | Professional Experience Amazon.com, Inc. • Vice President (2010 to 2016) • Various management positions (2005 to 2010) Senior Vice President • KeepMedia Inc. (2002 to 2005) • Shutterfly, Inc. (1999 to 2002) Served on the Board of Shutterfly, Inc. (2016 to 2019) | Bachelor of Science and Master of Science degrees in Electrical Engineering from Brown University Other Public Company Boards (1) iRobot Corporation (since 2019) Expertise, Strategic Capabilities, and Key Competencies • Executive leadership • Technology leadership • Cloud-based software experience |

  24. Director Nominees

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  25. Director Nominees

    | Marc F. McMorris Director (since 2015) Age 56 Independent | Committee Assignments Member Audit Committee Education | | | Professional Experience Carrick Capital Partners • Co-Chief Executive Officer (since March 2021) • Co-Founder and Managing Director (2012 to March 2021) Managing Director at General Atlantic, LLC (2003 to 2011) | B.A. from the University of Pennsylvania and an M.B.A. from Wharton School of Business at the University of Pennsylvania | | | | Other Public Company Boards (0) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Financial expertise | • Mergers & Acquisitions | | | • Technology leadership | • Investment experience | | | • SaaS experience | |

  26. Director Nominees

    | Joanna Rees Director (since 2015) Age 63 Independent | Committee Assignments Chair Leadership Development and Compensation Committee Member | | | Professional Experience Executive Chairman of West Global (since November 2023) Managing Partner of West.Ventures (since 2016) Managing Director of Soda Rock Partners (2012 to 2016) Founded VSP Capital (in 1996) and served as Managing Partner (1996 to 2011) Various senior marketing management positions, including head of new product development at Groupe Danone (1984 to 1989) Began her career at Benton & Bowles (now DMB&B), an advertising agency, working on multiple consumer brands | Governance, Nominating and Executive Committee Education B.S. from Duke University and an M.B.A. from Columbia University | | | | Other Public Company Boards (0) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Investment experience | • Financial expertise | | | • Executive leadership | • Sales and marketing intelligence | | | • Technology leadership | |

  27. Director Nominees

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  28. Director Nominees

    | David A. Rey Director (since 2011) Age 74 Independent | Committee Assignments Chair Audit Committee Member Governance, Nominating and Executive Committee | | | Professional Experience UnitedHealth Group (2008 to 2011) • Executive Vice President and Chief Client Relationship Officer Accenture Ltd (1972 to 2008) • Employee (u) Partner | Education B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley | | | | Other Public Company Boards (0) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Strategy development | • Cybersecurity oversight | | | • Financial expertise | • International business |

  29. Director Nominees

    | H. Tayloe Stansbury Director (since 2023) Age 63 Independent | Committee Assignments Member Audit Committee Education | | | Professional Experience Chief Executive Officer of Kaleidescape (since November 2020) Interim Chief Executive Officer of Watermark Insights, LLC (July 2020 to November 2020) Various roles including Executive Vice President and Chief Technology Officer at Intuit Inc. (2009 to 2019) Chief Information Officer of VMware Inc. (2007 to 2009) Various roles including Executive Vice President of Products and Operations at Ariba, Inc. (2001 to 2007) Served on the Board of Coupa Software Incorporated (2015 to February 2023) Served on the Board of TCV Acquisition Corp (April 2021 to March 2023) Served on the Board of Shutterfly, Inc. (2016 to 2019) | A.B. in Applied Mathematics from Harvard University Other Public Company Boards (0) | | | | Expertise, Strategic Capabilities, and Key Competencies | | | | • Executive leadership | • Financial expertise | | | • Cloud-based software experience • Artificial intelligence experience • Cybersecurity oversight • Technology leadership | • Investment experience • Mergers and acquisitions • SaaS experience |

  30. Director Nominees

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  31. DIRECTOR COMPENSATION PROGRAMS

    DIRECTOR COMPENSATION PROGRAMS

  32. Non-Employee Director Compensation

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

  33. Non-Employee Director Compensation

    | • | Annual retainer fees; |

  34. Non-Employee Director Compensation

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

  35. Non-Employee Director Compensation

    | • | Annual equity grants. |

  36. Non-Employee Director Compensation

    Our Compensation Program for Non-Employee Directors (the “Program”) for fiscal 2024 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.

  37. 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 |

  38. 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 $560,000 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 restricted stock units (“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.

  39. Non-Employee Director Compensation

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  40. Non-Employee Director Compensation

    Annual equity grants made to non-employee directors who were re-elected at the 2024 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 $280,000 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.

  41. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The table below summarizes the compensation paid by the Company to each non-employee director for the fiscal year ended September 30, 2024.

  42. Director Compensation for Fiscal 2024

    | 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) | — | 280,292 | — | — | — | 355,292 | | Braden R. Kelly | 200,000(3) | 329,929 | — | — | — | — | 529,929 | | James D. Kirsner | 87,500(4) | 297,583 | — | — | — | — | 385,083 | | Eva Manolis | 75,000(5) | — | 280,292 | — | — | — | 355,292 | | Marc F. McMorris | 75,000(6) | — | 280,292 | — | — | — | 355,292 | | Joanna Rees | 100,000(7) | — | 310,701 | — | — | — | 410,701 | | David A. Rey | 90,000(8) | 165,612 | 155,571 | — | — | — | 411,183 | | H. Tayloe Stansbury | 75,000(9) | — | — | — | — | — | 75,000 |

  43. Director Compensation for Fiscal 2024

    | (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 |

  44. Director Compensation for Fiscal 2024

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  45. Director Compensation for Fiscal 2024

    | 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. McMorris and Rey, and Mses. Arredondo and Rees made election changes during fiscal 2024. |

  46. Director Compensation for Fiscal 2024

    | (2) Represents the $75,000 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 171 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $75,262, is excluded from the “Option Awards” column. |

  47. Director Compensation for Fiscal 2024

    | (3) Represents $200,000 of the annual board, committee, independent chairman of the board and committee chair retainers paid in cash in fiscal 2024. |

  48. Director Compensation for Fiscal 2024

    | (4) Represents $87,500 of the annual board, committee chair and committee retainers paid in cash in fiscal 2024. |

  49. Director Compensation for Fiscal 2024

    | (5) Represents $75,000 of the annual board and committee retainers paid in cash in fiscal 2024. |

  50. Director Compensation for Fiscal 2024

    | (6) Represents the $75,000 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 171 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $75,262, is excluded from the “Option Awards” column. |

  51. Director Compensation for Fiscal 2024

    | (7) Represents $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 227 stock options in one grant upon her re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $100,041, is excluded from the “Option Awards” column. |

  52. Director Compensation for Fiscal 2024

    | (8) Includes (i) $70,000 in annual board and committee retainers paid quarterly to Mr. Rey in cash during fiscal 2024, and (ii) $20,000 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 46 stock options in one grant upon his re-election. The amount recognized for financial statement reporting purposes in fiscal 2024 with respect to such options, which was $20,273, is excluded from the “Option Awards” column. |

  53. Director Compensation for Fiscal 2024

    | (9) Represents $75,000 of the annual board and committee retainers paid in cash in fiscal 2024. |

  54. Director Compensation for Fiscal 2024

    | (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 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |

  55. Director Compensation for Fiscal 2024

    | (11) As of September 30, 2024, the RSU awards outstanding for each director are as follows: Ms. Arredondo — 0; Mr. Kelly — 255; Mr. Kirsner — 230; Ms. Manolis — 0; Mr. McMorris — 0; Ms. Rees — 0; Mr. Rey — 128; and Mr. Stansbury — 182. |

  56. Director Compensation for Fiscal 2024

    | (12) As of September 30, 2024, the option awards outstanding for each director are as follows: Ms. Arredondo — 4,203; Mr. Kelly — 9,693; Mr. Kirsner — 715; Ms. Manolis — 7,203; Mr. McMorris — 3,806; Ms. Rees — 8,154; Mr. Rey — 10,064; and Mr. Stansbury — 745. |

  57. Director Compensation for Fiscal 2024

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  58. Director Compensation for Fiscal 2024

    | PROPOSAL 2: Advisory Vote on Executive Officer Compensation | | The Board recommends a vote FOR this proposal |

  59. Director Compensation for Fiscal 2024

    Pursuant to Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of our named executive officers as described under “Executive Compensation — Compensation Discussion and Analysis” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement. This proposal gives our stockholders the opportunity to express their views on the Company’s named executive officer compensation. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the LDCC will consider the outcome of the vote when making future executive officer compensation decisions. As we discuss below in our Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to deliver a performance-based pay philosophy, are aligned with the long-term interests of our stockholders and are competitive. The Company’s principal compensation policies, which enable the Company to attract, motivate and retain talented executive officers to lead the Company in the achievement of our business objectives, include:

  60. Director Compensation for Fiscal 2024

    | • | We make annual cash compensation decisions based on assessment of the Company’s performance against measurable financial goals, as well as each executive’s individual performance. |

  61. Director Compensation for Fiscal 2024

    | • | We emphasize long-term incentive compensation awards that collectively reward executive officers based on individual performance, external and internal peer equity compensation practices, and the performance of the Company’s stock. |

  62. Director Compensation for Fiscal 2024

    | • | Approximately two-thirds of the target value of fiscal 2024 annual long-term equity awards granted to executive officers in December 2023 was in the form of performance-based incentives. |

  63. Director Compensation for Fiscal 2024

    | • | We require stock ownership by our senior executive officers. |

  64. Director Compensation for Fiscal 2024

    As a result, we are presenting this proposal, which gives you as a stockholder the opportunity to vote on our named executive officer compensation as disclosed in this proxy statement by voting “FOR” or “AGAINST” the following resolution: RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders.

  65. Director Compensation for Fiscal 2024

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  66. Board and LDCC Actions in Response to 2024 Say-on-Pay Vote

    | | Some stockholders expressed a preference for a three-year long-term incentive performance period. | Our MSUs continue to be based on a three-year overall performance period. After carefully considering this feedback, the LDCC continues to believe the complexities of our business, including the ongoing evolution of our software segment, support a one-year PSU performance period followed by an additional two-year vesting period to incentivize continued strong performance. We will continue to evaluate our structure annually in line with the evolution of our business. | | | Some stockholders questioned our incentive vehicle mix and rationale for using overlapping metrics between our PSU and annual incentive awards. | Across our short- and long-term incentive programs, we focus on adjusted revenue and adjusted EBITDA because they align with our strategic priorities and the LDCC believes they are the best indicators of both our short- and long-term success. Our short-term incentive structure is consistent across our broader employee population to ensure a shared focus, while our long-term incentives apply to leadership roles and are intended to further focus those individuals on long-term value creation. We explained that, in our view, equity incentives most strongly align management and stockholder interests. Accordingly, our short-term incentive represents less than 5% of our named executives’ total direct compensation, but we believe including this component is important culturally to demonstrate our shared accountabilities at all levels of the organization. However, after considering this feedback, we did reduce (for senior executives only) the maximum performance achievable under the participant performance factor component of our annual incentive for fiscal 2025 (from 200% to 150%) to further emphasize long-term value creation for our most senior leaders. | | Disclosure transparency | Some stockholders encouraged us to improve the overall quality and transparency of our disclosures. | We have redesigned our proxy statement to enhance the topics covered, to better communicate important information to our stockholders and to include detailed information supporting our compensation decision-making. |

  67. 2025 Program Changes

    | Fiscal 2024 | | Fiscal 2025 | | | Annual Incentives | | | 200% | Decreased the maximum performance achievable under the participant performance factor component | 150% | | | Long-Term Incentives | | | Russell 3000 Index | Updated MSU comparator group used to measure relative total shareholder return (“rTSR”) performance | S&P 500 Index | | Index average | Enhanced comparative performance level required to earn target MSU award opportunity | 55th percentile of the Index |

  68. 2024 Compensation Highlights

    2024 Compensation Highlights Our compensation program is designed to operate effectively across business conditions and to support 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. Consistent with this emphasis, base salaries remained flat for all named executives for fiscal 2024. The charts below present the mix of total target direct compensation awarded to the NEOs in fiscal 2024 and the following table outlines the performance metrics used across our annual- and long-term incentive programs.

  69. 2024 Compensation Highlights

    | Metric | Rationale and Considerations | Program | | | | | | Annual Incentive | PSUs | MSUs | | Adjusted Revenue | Motivates continued growth of the business | ✔ | ✔ | | | Adjusted EBITDA | Rewards operational profitability | ✔ | ✔ | | | Total shareholder return relative to the Russell 3000 | Drives outperformance relative to the market and provides alignment with stockholder interests | | | ✔ |

  70. 2024 Compensation Highlights

    | The LDCC is intentional in its use of Adjusted Revenue and Adjusted EBITDA as the financial metrics in both our short- and long-term incentive programs because the LDCC believes that they best balance the delivery of steady growth against the investments we are making as we continue our strategic shift in the focus of the Software segment towards a cloud-based platform while preserving the value of legacy solutions and that they are strong indicators of our success in generating long-term stockholder value creation. Short-term incentives represent only 3-4% of named executive officers’ total direct compensation and are provided primarily to create shared alignment across our employee population. Importantly, the PSUs awarded to our senior executives 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 and to strengthen the risk and reward profile of these awards to drive greater accountability for our senior leaders who can most directly influence our results. |

  71. Quality Pay Practices and Policies

    | Quality Pay Practices and Policies Highlights | | | | Only “double-trigger” accelerated vesting or payment for equity awards upon a change in control of the Company | | | Executive stock ownership guidelines that require ownership and further align our executive officers’ interests with those of our stockholders; refined during 2024 to exclude all stock options from being counted towards meeting these guidelines | | | Prohibition on hedging of Company common stock | | | A compensation recovery, or “clawback,” policy pertaining to all performance-based compensation in the case of a restatement | | | Adopted a new supplemental clawback policy during 2024 in the event of misconduct situations that covers annual and long-term incentive compensation, including time-based equity awards | | | Mandatory minimum vesting period of one year for equity awards | | | Annual compensation peer group review with appropriate updates to ensure valid comparisons | | | No tax “gross-ups” allowed except with respect to relocation benefits and required spousal travel | | | Independent compensation consultant engaged by the LDCC that does not provide any other services to the Company |

  72. 2024 Elements of Compensation

    | WHAT | • Cash | • Cash | • Equity | • Equity | • Equity | | PAY MIX CEO Other NEOs | 2.8% 7.2% | 2.8% 3.6% | 31.4% 29.7% | 31.4% 29.7% | 31.4% 29.7% | | WHEN | • Ongoing | • Annual | • One-year performance period, with any earned shares vesting on the first three anniversaries of the date of grant | • Performance over three years, with interim earning and vesting opportunities after years one and two | • Vests in four equal annual installments | | HOW Measures, Weightings & Payouts | • N/A | • Company Performance • Adjusted Revenue 50% • Adjusted EBITDA 50% • Individual Performance • Payout: 0-250% of target | • Adjusted Revenue 50% • Adjusted EBITDA 50% • Payout: 0-200% of target | • Company’s TSR relative to the Russell 3000 Index • Payout: 0-200% of target | • Stock Price | | WHY | • Base salary provides our executive officers with a stable and predictable cash flow | • Our short-term cash incentive plan creates shared alignment across our employee population and rewards the achievement of annual Company goals as well as individual performance | • Long-term equity incentive awards directly link the vast majority 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 build further focus on annual Company financial performance targets, using a steeper payout curve than our annual incentives in the event of under- or over-performance • MSUs align executive pay outcomes with stockholder experience and further encourages long-term performance • RSUs represent a more stable equity-based compensation vehicle, ensuring program durability across market cycles while providing linkage to the stock price performance of our common stock and promoting retention over a four-year vesting period | | |

  73. Short-Term Cash Incentives

    Short-Term Cash Incentives For fiscal 2024, our annual incentive awards are paid from a single, centralized pool that supports short-term cash incentive payments to our executive officers and vice president-level leaders under our Management Incentive Plan (“MIP”) and to other eligible employees under our Broad-Based Incentive Plan (“BBIP”). The LDCC determined named executive officers’ cash incentive payments using the framework set forth below, which was the same for all other participants in the MIP and BBIP in order to provide shared focus on the performance measures that the LDCC believes are most critical to the success of our business.

  74. Short-Term Cash Incentives

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  75. Short-Term Cash Incentives

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  76. Short-Term Cash Incentives

    The participant target percentage for each participant in the MIP is based on the Company’s desire to continue to emphasize long-term incentives and the LDCC’s review of market-competitive short-term compensation levels for executives in comparable roles at the peer group companies. As provided in their respective letter agreements, Mr. Lansing’s participant target percentage is 100% of his annual base salary, and the other named executive officers each have a participant target percentage of 50% of their annual base salary in effect at the end of fiscal 2024.

  77. 2024 Payouts

    2024 Payouts The combined effect of these inputs led to the following payments for the named executive officer participants under the MIP for fiscal 2024 performance, shown along with the target payment levels:

  78. 2024 Payouts

    | Named Executive Officer | Target Payout for Fiscal 2024 | Amount Attributable to Company Performance Factor (125%) | Participant Performance Factor | Actual Payout for Fiscal 2024 | | William Lansing | $750,000 | $937,500 | 128% | $1,200,000 | | Steven Weber | $200,000 | $250,000 | 110% | $275,000 | | Richard Deal | $200,000 | $250,000 | 110% | $275,000 | | Mark Scadina | $200,000 | $250,000 | 120% | $300,000 | | James Wehmann | $250,000 | $312,500 | 120% | $375,000 |

  79. Long-Term Equity Incentives in Fiscal 2024

    Long-Term Equity Incentives in Fiscal 2024 Long-term equity incentive awards drive achievement of the Company’s financial targets while linking compensation to the market value of its common stock. The LDCC emphasizes long-term equity incentives in our executive compensation program to help ensure strong alignment with our stockholders over time. To strongly align the interests of our executive officers and stockholders, we place two-thirds of the 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 target value of each type of equity award granted as part of the fiscal 2024 annual long-term incentive award to our named executive officers is as follows:

  80. Long-Term Equity Incentives in Fiscal 2024

    | Named Executive Officer | Annual PSUs 33% | Annual MSUs 33% | Annual RSUs 33% | Total (1) | | William Lansing | $8,333,333 | $8,333,333 | $8,333,333 | $25,000,000 | | Steven Weber | $1,666,667 | $1,666,667 | $1,666,667 | $5,000,000 | | Richard Deal | $1,666,667 | $1,666,667 | $1,666,667 | $5,000,000 | | Mark Scadina | $1,666,667 | $1,666,667 | $1,666,667 | $5,000,000 | | James Wehmann | $2,000,000 | $2,000,000 | $2,000,000 | $6,000,000 |

  81. Long-Term Equity Incentives in Fiscal 2024

    (1)The amounts reported within the compensation tables following this Compensation Discussion and 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. In determining the value of annual equity awards for fiscal 2024, the LDCC considered an analysis of competitive market data prepared by its compensation consultant and described below under “Determination of Compensation-Setting Process — 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 2024 showed that peer group total direct compensation increased approximately 10% at each of the median and the 75th percentile, and the long-term incentive value increased 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

  82. Long-Term Equity Incentives in Fiscal 2024

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  83. Long-Term Equity Incentives in Fiscal 2024

    the LDCC’s decision to increase the target value of Mr. Lansing’s fiscal 2024 annual long-term incentive award to approximately $25 million. Performance Share Units (“PSUs”). The PSUs granted in fiscal 2024 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 two-thirds of 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 2024 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 2024 PSUs. The earnings matrix for the fiscal 2024 PSU awards was:

  84. Long-Term Equity Incentives in Fiscal 2024

    | | | | | | | ($ in Millions) | | Financial Metric (Weighting) | Threshold Performance | Mid-point Performance | Target Performance | Upside Performance | Maximum Performance | Actual Performance | | Adjusted Revenue (50%) | $1,514.0 | $1,628.0 | $1,675.0 | $1,692.0 | $1,712.0 | $1,717.5 | | Adjusted EBITDA (50%) | $780.8 | $837.0 | $859.0 | $869.8 | $883.5 | $904.1 | | PSUs Earned (as percentage of target) | 0% | 50% | 100% | 150% | 200% | 200% |

  85. Long-Term Equity Incentives in Fiscal 2024

    The following table sets forth the target number of PSUs and the actual number of PSUs earned for fiscal 2024 performance:

  86. Long-Term Equity Incentives in Fiscal 2024

    | Named Executive Officer | Target Number of PSUs Granted for Fiscal 2024 | Actual Number of PSUs Earned for Fiscal 2024 | | William Lansing | 8,455 | 16,910 | | Steven Weber | 1,691 | 3,382 | | Richard Deal | 1,691 | 3,382 | | Mark Scadina | 1,691 | 3,382 | | James Wehmann | 2,030 | 4,060 |

  87. Long-Term Equity Incentives in Fiscal 2024

    One-third of the earned PSUs vested and were settled in shares of our common stock following the end of fiscal 2024 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.

  88. Long-Term Equity Incentives in Fiscal 2024

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  89. Long-Term Equity Incentives in Fiscal 2024

    Market Share Units (“MSUs”). The MSUs granted as part of the annual awards in fiscal 2024 are earned based on the Company’s total shareholder return relative to the Russell 3000 Index over a three-year performance period, with interim earning opportunities after the first and second years of the performance period. 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: Generally, the Company’s rTSR performance is calculated by taking the difference between our total shareholder return minus the Russell 3000 Index’s total shareholder return for the relevant performance period.

  90. Long-Term Equity Incentives in Fiscal 2024

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  91. Long-Term Equity Incentives in Fiscal 2024

    The following table sets forth, for the applicable performance period that includes fiscal 2024 for each of the MSUs granted in fiscal 2024, 2023 and 2022, the Company’s TSR and the TSR of the Russell 3000 Index, which on a relative basis for each performance period exceeded the maximum rTSR goal, resulting in a relative return factor of 200%, for each such performance period: MSU Payouts for Completed MSU Performance Periods

  92. Long-Term Equity Incentives in Fiscal 2024

    | Award | Performance Period | Total TSR of FICO | Russell 3000 Index TSR | MSUs Earned (as a percentage of target) | | FY22 MSU | 3-Year | 447.58% | 23.51% | 200% | | FY23 MSU | 2-Year | 338.44% | 51.22% | 200% | | FY24 MSU | 1-Year | 125.78% | 34.28% | 200% |

  93. Long-Term Equity Incentives in Fiscal 2024

    The target number of MSUs and the number of MSUs earned by each named executive officer for each of the three performance periods completed at the end of fiscal 2024 are as follows:

  94. Long-Term Equity Incentives in Fiscal 2024

    | | FY22 MSUs | | FY23 MSUs | | FY24 MSUs | | | Named Executive Officer | Target Number Subject to Three-Year Performance | Actual Number of MSUs Earned(1) | Target Number Subject to Two-Year Performance | Actual Number of MSUs Earned | Target Number Subject to One-Year Performance | Actual Number of MSUs Earned | | William Lansing | 4,161 | 8,322 | 4,195 | 8,390 | 2,819 | 5,638 | | Steven Weber | N/A | N/A | N/A | N/A | 564 | 1,128 | | Richard Deal | 1,189 | 2,378 | 831 | 1,662 | 564 | 1,128 | | Mark Scadina | 1,189 | 2,378 | 831 | 1,662 | 564 | 1,128 | | James Wehmann | 1,783 | 3,566 | 1,246 | 2,492 | 677 | 1,354 |

  95. Long-Term Equity Incentives in Fiscal 2024

    (1) The actual number of MSUs granted in fiscal 2022 and earned in fiscal 2024 was calculated by multiplying the total number of target units in the applicable award agreement by the relative return factor of 200% for fiscal 2024, then subtracting the fiscal 2022 MSUs earned at the conclusion of the first and second performance periods. The total number of Mr. Lansing’s target fiscal 2022 MSUs was 12,483, and multiplying by the 200%

  96. Long-Term Equity Incentives in Fiscal 2024

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  97. Long-Term Equity Incentives in Fiscal 2024

    relative return factor yielded 24,966. Subtracting the 16,644 MSUs earned for the first and second performance periods yields the remaining 8,322 MSUs earned for the third performance period. The total number of Mr. Deal’s and Mr. Scadina’s target fiscal 2022 MSUs was 3,567 each, and multiplying by the 200% relative return factor yielded 7,134 MSUs each. Subtracting the 4,756 MSUs earned by each for the first and second performance periods yields the remaining 2,378 MSUs earned by each for the third performance period. The total number of Mr. Wehmann’s target fiscal 2022 MSUs was 5,350, and multiplying by the 200% relative return factor yielded 10,700 MSUs. Subtracting the 7,134 MSUs earned for the first and second performance periods yields the remaining 3,566 MSUs earned for the third performance period. Restricted Stock Units (“RSUs”). The RSUs granted in fiscal 2024 provide a link to our stock price performance, as well as promote our retention objectives over a multi-year vesting period. Generally, the RSUs granted by the LDCC to executive officers vest in four equal annual installments beginning on the first anniversary of the grant date. As in prior fiscal years, the LDCC permitted our executive officers to exchange up to 100% of their annual time-vested RSUs for non-qualified stock options (“NQSOs”) on an economically equivalent basis, while maintaining the existing four-year annual vesting requirement. We have provided executives with this flexibility of choice since fiscal 2015 as a retention tool, as the LDCC believes that NQSOs provide attractive leverage to the recipient and permit the holder to determine when taxable income events occur via a decision to exercise their NQSOs. In fiscal 2024, however, none of our named executive officers elected to receive a NQSO in exchange for an RSU award.

  98. LDCC Process

    LDCC Process Members of executive management participate in the LDCC’s meetings at the LDCC’s request. Management’s role is to contribute input and analysis, which the LDCC considers in making its decisions. The LDCC is not bound by management’s recommendations, but the LDCC relies on the insights of our CEO and Chief Human Resources Officer in determining compensation for our executive officers, other than our CEO. The LDCC also consults with its independent compensation consultant during its review of executive officer compensation. Prior to making decisions on executive compensation, the LDCC refers to comprehensive statements and reports prepared by its compensation consultant and management that reflect the amount and elements of each executive officer’s target total direct compensation opportunity relative to competitive market practices. The LDCC conducts an annual performance review of our CEO in connection with the determination of his compensation. As part of this process, one or more LDCC members and/or the Chairman of our Board of Directors meet with each senior executive to discuss our CEO’s performance using a structured interview approach. In addition, each Board member completes a written evaluation of our CEO and submits it to the LDCC. Based on these interviews and written evaluations, as well as on its own determinations regarding our CEO’s performance, the LDCC prepares a final performance review for our CEO. The LDCC then submits a recommendation for our CEO’s compensation to our Board of Directors for discussion. Following such discussion, the LDCC finalizes its determination of our CEO’s compensation and informs our CEO of such determination, together with the final performance review. For each named executive officer, in determining an individual’s compensation levels, the LDCC considers a number of factors, including the executive officer’s role within the Company, experience, performance, and potential for development, the cost to the Company of replacing the individual, and compensation peer group data for comparable roles within the peer group companies. The LDCC does not benchmark total compensation or individual elements of compensation to particular percentiles within the peer group, but aims to create competitive pay packages that reflect the Company’s and individuals’ performance and that are generally intended to deliver above market median compensation if long-term equity incentive awards pay out at or above target based on challenging required levels of performance. In connection with our fiscal 2024 executive compensation program, the LDCC reviewed summary reports prepared by its compensation consultant and by management reflecting current and proposed base salary, short-term cash incentive and equity award levels for our executive officers. Each element was analyzed relative to the Company’s compensation peer group.

  99. LDCC Process

    | | 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 | $3,620 | $33,028 | $752 | $524 | 33% | 15% | | 50th percentile of peer group | $2,335 | $17,861 | $493 | $337 | 18% | 8% | | 25th percentile of peer group | $2,048 | $12,346 | $135 | $(19) | -3% | -1% | | FICO | $1,473 | $21,771 | $609 | $419 | 94% | 27% | | Percentile rank | 15% | 58% | 64% | 59% | 99% | 93% |

  100. Use of Compensation Consultant

    Use of Compensation Consultant The LDCC retains an external, independent compensation consultant to assist it in analyzing our executive compensation program and assessing market levels of compensation. For fiscal 2024, the LDCC engaged Compensia, Inc. to provide competitive practice and market compensation data, advice regarding the design of compensation programs for our executive officers and non-employee directors, input regarding specific compensation actions for our executive officers and analysis of the composition of our compensation peer group.

  101. Compensation Consultant Conflict of Interest Analysis

    Compensation Consultant Conflict of Interest Analysis The LDCC has considered the relationships that the compensation consultant it engaged in fiscal 2024 has had with the Company, the members of the LDCC and the Company’s executive officers, as well as the policies that the consultant has in place to maintain its independence and objectivity and has determined that no conflicts of interest arose from the work performed by such consultant.

  102. 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.

  103. 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.

  104. Post-Employment Compensation Arrangements

    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.

  105. Awards

    Awards Equity awards granted to our named executive officers in fiscal 2024 were granted under the 2021 Long-Term Incentive Plan (“2021 LTIP”), which authorizes the issuance of equity awards, including stock options, stock appreciation rights, restricted stock awards, stock unit awards and other stock-based awards. Equity awards for all executive officers are approved by the LDCC. The LDCC has delegated authority to our CEO to approve the granting of equity awards to employees who are not executive officers, subject to certain parameters approved by the LDCC. The exercise price of stock options is set at fair market value of our common stock on the date of grant, with annual equity awards generally granted by the LDCC on a pre-determined day in December of each fiscal year, consistent with our annual compensation cycle. The dates for these grants are typically set in advance on a fairly consistent cadence year over year. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date), and such awards are typically accumulated and granted together early in the month following the triggering event. As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and the LDCC does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

  106. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes all compensation earned in fiscal 2024, 2023 and 2022 by our named executive officers.

  107. 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 | 2024 | 750,000 | — | 33,311,064 | — | 1,200,000 | — | 60,299 | 35,321,363 | | Chief Executive Officer | 2023 | 750,000 | — | 48,996,329 | 15,347,003 | 1,200,000 | — | 56,630 | 66,349,962 | | | 2022 | 750,000 | — | 16,942,011 | — | 1,200,000 | — | 21,770 | 18,913,781 | | Steven Weber(6) | 2024 | 400,000 | — | 6,662,212 | — | 275,000 | — | 60,867 | 7,398,079 | | Executive Vice President and Chief Financial Officer | 2023 | 305,577 | — | 4,079,517 | — | 275,000 | — | 24,098 | 4,684,192 | | Richard Deal(7) | 2024 | 400,000 | — | 6,662,212 | — | 275,000 | — | 44,031 | 7,381,243 | | Executive Vice President, Human Resources | | | | | | | | | | | Mark Scadina | 2024 | 400,000 | — | 6,662,212 | — | 300,000 | — | 32,973 | 7,395,185 | | Executive Vice President, General Counsel | 2023 | 400,000 | — | 5,488,415 | — | 300,000 | — | 48,931 | 6,237,346 | | | 2022 | 400,000 | — | 4,841,157 | — | 300,000 | — | 30,084 | 5,571,242 | | James Wehmann | 2024 | 500,000 | — | 7,997,808 | — | 375,000 | — | 13,446 | 8,886,254 | | Executive Vice President, Scores | 2023 | 500,000 | — | 8,231,522 | — | 375,000 | — | 12,456 | 9,118,978 | | | 2022 | 500,000 | — | 7,261,057 | — | 375,000 | — | 11,846 | 8,147,903 |

  108. 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 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |

  109. SUMMARY COMPENSATION TABLE

    | (2) Stock Awards for fiscal 2024 include the grant date fair value of annual time-based RSU awards, PSU awards and MSU awards granted on December 9, 2023, under the 2021 LTIP. |

  110. SUMMARY COMPENSATION TABLE

    The PSUs were tied to the achievement of certain performance goals during fiscal 2024, and the named executive officer must be an employee on the vesting dates of December 9th of 2024, 2025 and 2026 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 $19,182,534 vs. target of $9,591,267 for Mr. Lansing; $3,836,506 vs. target of $1,918,253 for Mr. Weber; $3,836,506 vs. $1,918,253 for Mr. Deal; $3,836,506 vs. target of $1,918,253 for Mr. Scadina; and $4,605,624 vs. target of $2,302,812 for Mr. Wehmann. The named executive officers earned 200% of their respective target award, resulting in 16,910 units for Mr. Lansing; 3,382 units for Mr. Weber; 3,382 units for Mr. Deal; 3,382 units for Mr. Scadina; and 4,060 units for Mr. Wehmann. The MSUs granted in fiscal 2024 were tied to the achievement of certain performance goals over three performance periods ending on November 30, 2024, 2025 and 2026. The named executive officers must be employed on the vesting dates of December 9th of 2024, 2025 and 2026 in order to realize the earned MSU value.

  111. SUMMARY COMPENSATION TABLE

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  112. SUMMARY COMPENSATION TABLE

    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 $28,257,060 vs. target of $14,128,530 for Mr. Lansing; $5,651,412 vs. target of $2,825,706 for Mr. Weber; $5,651,412 vs. target of $2,825,706 for Mr. Deal; $5,651,412 vs. $2,825,706 for Mr. Scadina; $6,784,368 vs. target of $3,392,184 for Mr. Wehmann. Based on our total stockholder return of 125.78% for fiscal 2024, 200% of the MSUs granted in fiscal 2024 were earned at the conclusion of the first performance period ending on November 30, 2024.

  113. SUMMARY COMPENSATION TABLE

    | (3) The amount in the “Option Awards” column represents 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 12 of the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC. |

  114. SUMMARY COMPENSATION TABLE

    | (4) Represents amounts paid in the first quarter of fiscal 2025 based on performance during fiscal 2024 under our Management Incentive Plan. |

  115. SUMMARY COMPENSATION TABLE

    | (5) The amounts shown for fiscal 2024 are detailed in the supplemental table below entitled “All Other Compensation Table.” |

  116. SUMMARY COMPENSATION TABLE

    | (6) 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 the table. |

  117. SUMMARY COMPENSATION TABLE

    | (7) As permitted by SEC rules, because fiscal 2024 was Mr. Deal’s first year as a named executive officer, the compensation paid to him prior to fiscal 2024 is not included in the table. |

  118. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 The following table summarizes grants of plan-based compensation awards made during fiscal 2024 to our named executive officers.

  119. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | William Lansing | | 93,750 | 750,000 | 1,875,00 | | | | | | | | 12/09/2023 | | | | 0(2) | 8,455(2) | 16,910(2) | | 14,128,530 | | | 12/09/2023 | | | | 0(3) | 8,455(3) | 16,910(3) | | 9,591,267 | | | 12/09/2023 | | | | | | | 8,455(4) | 9,591,267 | | Steven Weber | | 25,000 | 200,000 | 500,000 | | | | | | | | 12/09/2023 | | | | 0(2) | 1,691(2) | 3,382(2) | | 2,825,706 | | | 12/09/2023 | | | | 0(3 | 1,691(3) | 3,382(3) | | 1,918,253 | | | 12/09/2023 | | | | | | | 1,691(4) | 1,918,253 | | Richard Deal | | 25,000 | 200,000 | 500,000 | | | | | | | | 12/09/2023 | | | | 0(2) | 1,691(2) | 3,382(2) | | 2,825,706 | | | 12/09/2023 | | | | 0(3) | 1,691(3) | 3,382(3) | | 1,918,253 | | | 12/09/2023 | | | | | | | 1,691(4) | 1,918,253 | | Mark Scadina | | 25,000 | 200,000 | 500,000 | | | | | | | | 12/09/2023 | | | | 0(2) | 1,691(2) | 3,382(2) | | 2,825,706 | | | 12/09/2023 | | | | 0(3) | 1,691(3) | 3,382(3) | | 1,918,253 | | | 12/09/2023 | | | | | | | 1,691(4) | 1,918,253 | | James Wehmann | | 31,250 | 250,000 | 625,000 | | | | | | | | 12/09/2023 | | | | 0(2) | 2,030(2) | 4,060(2) | | 3,392,184 | | | 12/09/2023 | | | | 0(3) | 2,030(3) | 4,060(3) | | 2,302,812 | | | 12/09/2023 | | | | | | | 2,030(4) | 2,302,812 |

  120. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (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%. The threshold amount in each case is 12.50% of the target amount, which would result if the Company Performance Factor achieved the threshold level of performance and the Participant Performance Factor was 0%. Additional detail regarding the determination of cash incentives to executives for fiscal 2024 is included above under “Compensation Discussion and Analysis.” Actual payments are set forth in the “Summary Compensation Table” above. |

  121. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (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 stockholder 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 5, 2024, 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, 2024. 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 subsequently vest subject to the named executive officer’s continued Service as a Service Provider (as defined in the 2021 LTIP) through December 9, 2025, and December 9, 2026, respectively. These awards do not pay dividend equivalents. |

  122. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (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 |

  123. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  124. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | earned, one-third of the earned units vested on December 9, 2024, and the remaining two-thirds are scheduled to vest in two annual installments beginning December 9, 2025 (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. |

  125. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (4) 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. |

  126. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (5) Represents the grant date fair value of each stock option, MSU, PSU, RSU, or Non-Qualified Option, as applicable, computed in accordance with FASB ASC Topic 718. The values included in the table for the MSUs, and PSUs are at target value, representing the probable outcome of the performance conditions as calculated at the time of grant. |

  127. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at September 30, 2024.

  128. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 | 9,782 | — | — | 354.18 | 12/09/2026 | 12/10/2019 | — | — | — | — | | | — | — | — | — | — | — | 12/10/2020 | 2,549(2) | 4,954,032 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 6,241(2) | 12,129,508 | — | — | | | — | — | — | — | — | — | 12/09/2021 | 8,126(4) | 15,793,885 | 8,322(7) | 16,173,973 | | | — | — | — | — | — | — | 12/09/2022 | 9,438(2) | 18,342,942 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 16,780(5) | 32,612,266 | 16,780(8) | 32,612,266 | | | 06/05/2023 | — | 52,082(10) | — | 791.60 | 06/04/2030 | 06/05/2023 | — | — | 9,788(11) | 19,023,174 | | | — | — | — | — | — | — | 12/09/2023 | 8,455(2) | 16,432,462 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 16,910(6) | 32,864,923 | 4,227(9) | 8,215,259 | | Steven Weber | — | — | — | — | — | — | 12/10/2020 | 164(2) | 318,737 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 401(2) | 779,352 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 449(2) | 872,640 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 935(3) | 1,817,191 | — | — | | | — | — | — | — | — | — | 01/09/2023 | 1,263(2) | 2,454,666 | — | — | | | — | — | — | — | — | — | 05/15/2023 | 2,118(2) | 4,116,375 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 1,691(2) | 3,286,492 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 3,382(2) | 6,572,985 | 845(9) | 1,642,274 | | Richard Deal | — | — | — | — | — | — | 12/10/2020 | 728(2) | 1,414,883 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 1,783(2) | 3,465,296 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 2,322(4) | 4,512,853 | 2,378(7) | 4,621,691 | | | — | — | — | — | — | — | 12/09/2022 | 1,869(2) | 3,632,439 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 3,324(5) | 6,460,260 | 3,324(8) | 6,460,260 | | | — | — | — | — | — | — | 12/09/2023 | 1,691(2) | 3,286,492 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 3,382(6) | 6,572,985 | 845(9) | 1,642,274 | | Mark Scadina | 12/10/2018 | 3,867 | — | — | 185.05 | 12/09/2025 | 12/10/2018 | — | — | — | — | | | — | — | — | — | — | — | 12/10/2020 | 728(2) | 1,414,883 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 1,783(2) | 3,465,296 | — | — | | | — | — | — | — | — | — | 12/09/2021 | 2,322(4) | 4,512,853 | 2,378(7) | 4,621,691 | | | — | — | — | — | — | — | 12/09/2022 | 1,869(2) | 3,632,439 | — | — | | | — | — | — | — | — | — | 12/09/2022 | 3,324(5) | 6,460,260 | 3,324(8) | 6,460,260 | | | — | — | — | — | — | — | 12/09/2023 | 1,691(2) | 3,286,492 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 3,382(6) | 6,572,985 | 845(9) | 1,642,274 | | James Wehmann | — | — | — | — | — | — | 12/10/2020 | 1,092(2) | 2,122,324 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 2,674(2) | 5,196,972 | — | — | | | — | — | — | — | — | — | 12/10/2021 | 3,482(4) | 6,767,337 | 3,566(7) | 6,930,592 | | | — | — | — | — | — | — | 12/10/2022 | 2,804(2) | 5,449,630 | — | — | | | — | — | — | — | — | — | 12/10/2022 | 4,984(5) | 9,686,504 | 4,984(8) | 9,686,504 | | | — | — | — | — | — | — | 12/09/2023 | 2,030(2) | 3,945,346 | — | — | | | — | — | — | — | — | — | 12/09/2023 | 4,060(6) | 7,890,691 | 1,015(9) | 1,972,673 |

  129. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 30, 2024 ($1,943.52) by the number of stock awards. |

  130. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (2) 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. |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (3) These RSUs vest in shares on the third anniversary of the grant date, subject to Mr. Weber’s continued employment. |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (4) 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. |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (5) These earned PSUs vest in shares in three equal increments on the 10th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (6) These earned PSUs vest in shares in three equal increments on the 9th of December in 2024, 2025, and 2026, subject to the named executive officer’s continued employment. |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (7) 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. |

  137. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 9th of December in 2023, 2024, and 2025, subject to the named executive officer’s continued employment. |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 9th of December in 2024, 2025, and 2026, subject to the named executive officer’s continued employment. |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (10) 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. |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (11) 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. |

  141. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

  142. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(2) | | William Lansing | — | — | 67,552 | 76,630,313 | | Steven Weber | 1,327 | 1,090,728 | 1,861 | 2,286,780 | | Richard Deal | — | — | 17,677 | 20,052,612 | | Mark Scadina | 3,500 | 5,351,945 | 17,677 | 20,052,612 | | James Wehmann | — | — | 26,316 | 29,852,607 |

  143. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (1) Equal to the number of shares acquired on exercise multiplied by the difference between the market price of a share of the Company’s common stock on the date of exercise and the exercise price of the options. |

  144. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (2) 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. |

  145. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  146. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

  147. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | 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 | — | — | 763,774 | — | 2,966,469(3) | | Steven Weber | 237,500 | — | 117,055 | — | 557,956(4) | | Richard Deal | — | — | — | — | — | | Mark Scadina | — | — | — | — | — | | James Wehmann | 406,500 | — | 1,077,881 | — | 4,213,526(5) |

  148. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | (1) The amount reported in this column has been reported in the fiscal 2024 Summary Compensation Table as part of the individual’s compensation. |

  149. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | (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.” |

  150. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | (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 2024. |

  151. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | (4) Of the amount shown in this column, $143,702 was previously reported as compensation to Mr. Weber in the Summary Compensation Table for years prior to fiscal 2024. |

  152. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | (5) Of the amount shown in this column, $2,282,111 was previously reported as compensation to Mr. Wehmann in the Summary Compensation Table for years prior to fiscal 2024. |

  153. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    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.

  154. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  155. 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.

  156. Steven Weber

    or Benefit

  157. Steven Weber

    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) | — | — | 32,700 | 32,700 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 13,645,453 | — | 13,645,453 | 13,645,453 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 6,572,985 | — | 6,572,985 | 6,572,985 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 3,286,492 | — | 3,286,492 | 3,286,492 | | Total | — | — | 707,700 | 24,212,630 | — | 23,504,930 | 23,504,930 | | (1) Pursuant to Mr.

  158. Steven Weber

    eber’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 reason within 60 days before or two years following a change in control. | | (2) Pursuant to Mr

  159. Steven Weber

    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 COBRA premiums for continuing such benefits over the applicable time period. | | (3) Mr. Weber cur

  160. Steven Weber

    ntly does not have any stock options that would accelerate. | | (4) The amounts

  161. Steven Weber

    own represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Weber’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. | | (5) The amounts

  162. Steven Weber

    hown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Weber’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 terms of the equity award provides for such acceleration upon death or disability. | | Proxy Summary

  163. Steven Weber

    Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters | | (6) The amount

  164. Steven Weber

    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 30, 2024, of $1,943.52 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 the terms of the equity award provides for such acceleration upon death or disability. | | (7) Mr. Weber

  165. Steven Weber

    s 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 awards made on or after this date, Mr. Weber is currently not retirement eligible. | Richard Deal

  166. Richard Deal

    Payment or B

  167. Richard Deal

    efit | 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) | — | — | 675,000 | 675,000 | — | — | — | | Value of Benefits(2) | — | — | 25,332 | 25,332 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 11,799,110 | — | 11,799,110 | 11,799,110 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 17,546,098 | — | 17,546,098 | 17,546,098 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 8,827,467 | — | 8,827,467 | 8,827,467 | | Total | — | — | 700,332 | 38,873,007 | — | 38,172,675 | 38,172,675 | | (1) Pursuant

  168. Richard Deal

    o Mr. Deal’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. Deal for good reason. Mr. Deal’s Management Agreement provides for the same payments in the event his employment is terminated by the Company without cause or by Mr. Deal for good reason within 60 days before or two years following a change in control. | | (2) Pursuan

  169. Richard Deal

    to Mr. Deal’s Letter Agreement, the Company is obligated to provide benefits to Mr. Deal at existing levels for 12 months post-termination if his employment is terminated by the Company without cause or by Mr. Deal for good reason. Mr. Deal’s Management Agreement provides for the same benefits in the event his employment is terminated by the Company without cause or by Mr. Deal for good reason within 60 days before or two years following a change in control. The amounts shown represent the total cost of COBRA premiums for continuing such benefits over the applicable time period. | | (3) Mr. De

  170. Richard Deal

    currently does not have any stock options that would accelerate. | | (4) The a

  171. Richard Deal

    unts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Deal’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. | | (5) The

  172. Richard Deal

    ounts shown represent the earned PSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Deal’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 terms of the equity award provides for such acceleration upon death or disability. | | Proxy S

  173. Richard Deal

    mary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters | | (6) The

  174. Richard Deal

    mounts 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 30, 2024, of $1,943.52 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 the terms of the equity award provides for such acceleration upon death or disability. | Mark Sca

  175. Mark Scadina

    na | Paymen

  176. Mark Scadina

    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) | — | — | 25,332 | 25,332 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 11,799,110 | — | 11,799,110 | 11,799,110 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 17,546,098 | — | 17,546,098 | 17,546,098 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 8,827,467 | — | 8,827,467 | 8,827,467 | | Total | — | — | 725,332 | 38,898,007 | — | 38,172,675 | 38,172,675 | | (1) Pu

  177. Mark Scadina

    uant 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 for good reason within 60 days before or two years following a change in control. | | (2) P

  178. Mark Scadina

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

  179. Mark Scadina

    . Scadina currently does not have any stock options that would accelerate. | | (4)

  180. Mark Scadina

    he amounts shown represent the RSUs that would immediately vest upon the applicable triggering event, based on the Company’s closing stock price on September 30, 2024, of $1,943.52. Mr. Scadina’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. | | (5

  181. Mark Scadina

    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 30, 2024, of $1,943.52. 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 terms of the equity award provides for such acceleration upon death or disability. | | (

  182. Mark Scadina

    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 30, 2024, of $1,943.52 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 the terms of the equity award provides for such acceleration upon death or disability. | |

  183. Mark Scadina

    oxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters | Ja

  184. James Wehmann

    s Wehmann |

  185. James Wehmann

    yment 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) | — | — | 32,604 | 32,604 | — | — | — | | Market Value of Accelerated Stock Option Awards(3) | — | — | — | — | — | — | — | | Market Value of Accelerated RSU Awards(4) | — | — | — | 16,714,272 | — | 16,714,272 | 16,714,272 | | Market Value of Accelerated PSU Awards(5) | — | — | — | 24,344,532 | — | 24,344,532 | 24,344,532 | | Market Value of Accelerated MSU Awards(6) | — | — | — | 12,253,894 | — | 12,253,894 | 12,253,894 | | Total | — | — | 907,604 | 54,220,302 | — | 53,312,698 | 53,312,698 | |

  186. James Wehmann

    ) 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. Wehmann for good reason within 60 days before or two years following a change in control. | |

  187. James Wehmann

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

  188. James Wehmann

    (3) Mr. Wehmann currently does not have any stock options that would accelerate. |

  189. James Wehmann

    (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 30, 2024, of $1,943.52. Mr. Wehmann’s Management Agreement provides for such acceleration upon a termination of employment in connection with a change in control, and the terms of the equity awards provide for such acceleration upon death or disability. |

  190. James Wehmann

    | (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 30, 2024, of $1,943.52. 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, and the terms of the equity award provides for such acceleration upon death or disability.

  191. James Wehmann

    | (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 30, 2024, of $1,943.52 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, and the terms of the equity award provides for such acceleration upon death or disability.

  192. James Wehmann

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters

  193. 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 2024:

  194. CEO PAY RATIO

    | • | the median of the annual total compensation of all our employees, other than our CEO, was $98,934; |

  195. CEO PAY RATIO

    | • | the annual total compensation of our CEO, as disclosed in the Fiscal 2024 Summary Compensation Table, was $35,321,363; and |

  196. 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 357 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. |

  197. CEO PAY RATIO

    We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology:

  198. CEO PAY RATIO

    | • | In determining our employee population, we considered 3,590 individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on August 31, 2024, 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. |

  199. 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, 2024. 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, 2024. |

  200. 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, 2024. |

  201. CEO PAY RATIO

    | • | For permanent employees hired during fiscal 2024, 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. |

  202. CEO PAY RATIO

    Using this methodology, we identified the individual at the median of our employee population, who was a Solution Engineering Director based in Bangalore, India. 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 2024 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.

  203. CEO PAY RATIO

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |

  204. 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) | | 2024 | 35,321,363 | 267,804,394 | 7,765,190 | 38,261,079 | 456.90 | 132.28 | 512.8 | 123.78% | | 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% |

  205. 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: |

  206. 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.

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

    | Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Stock Ownership | Other Matters |