Proxy voting roadmap
| PROPOSAL | BOARD RECOMMENDATION | PAGE |
|---|
| Election of Directors • Proposal to elect eight directors to serve until the 2027 Annual Meeting of Stockholders and thereafter until their successors are elected and qualified • The nominees represent a variety of experiences, qualifications, attributes and skills • All nominees other than our CEO are independent | For Each Nominee | 11 |
| Advisory Vote on Executive Officer Compensation • Proposal to approve the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement • NEO compensation aligns with stockholder interests, including performance-based incentives | For | 35 |
| Ratification of Deloitte & Touche LLP as Independent Auditors for Fiscal 2026 • Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 • While stockholder ratification of the appointment is not required, we are submitting the selection of Deloitte & Touche LLP for ratification so that our stockholders may participate in this important corporate decision | For | 85 |
| Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law. • Proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law • This amendment is aligned with the narrow class and type of claims for which certain officers’ liability can be exculpated under Delaware law and better aligns protections available to those officers with those available to directors | For | 89 |
Fair Isaac Corporation l 2026 Proxy Statement 1
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
| PROPOSAL | BOARD RECOMMENDATION | PAGE |
|---|
| Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement • Proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement that requires at least 66-2/3% of the voting power of the Company’s outstanding shares to amend or repeal Article 6 of the Company’s Restated Certificate of Incorporation • Removal of this requirement would result in any amendment or repeal of Article 6 being subject to the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon | For | 90 |
Fair Isaac Corporation l 2026 Proxy Statement 2
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
About FICO
Fair Isaac Corporation (NYSE:FICO) (together with its consolidated subsidiaries, the “Company,” which may also be referred to in this proxy statement as “we,” “us,” “our,” and “FICO”) is a global analytics software leader. We were founded in 1956 on the premise that data, used intelligently, can improve business decisions. Today, FICO’s software and the widely used FICO® Score operationalize analytics, enabling thousands of businesses in more than 80 countries to uncover new opportunities, make timely decisions that matter, and execute them at scale. Most leading banks and credit card issuers rely on our solutions, as do insurers, retailers, telecommunications providers, automotive lenders, consumer reporting agencies, public agencies, and organizations in other industries. We also serve consumers through online services that enable people to access and understand their FICO Scores – the standard measure of consumer credit risk in the United States (“U.S.”) – empowering them to increase financial literacy and manage their financial health. Our business consists of two operating segments: Scores and Software.
Scores – Our Scores segment includes ourbusiness-to-business (“B2B”) scoring solutions and services which give our clients access to predictive credit and other scores that can be easily integrated into their transaction streams and decision-making processes. Our B2B scoring solutions include the FICO® Score, which is the standard measure of consumer credit risk in the U.S. It is used in most U.S. credit decisions, by nearly all major banks, credit card issuers, mortgage lenders, and auto loan originators. This segment also includes ourbusiness-to-consumer scoring solutions, which includes scores distributed directly by FICO through myFICO.com subscription offering and indirectly through our licensed distribution partners, including Experian and certain lenders through the FICO® Score Open Access Program. The FICO Score is used by 90% of top U.S. lenders. For over three decades it has been the common framework for evaluating and communicating consumer credit risk across consumer credit markets, efficiently enabling billions of decisions across these markets every year in an objective and fair manner.
Software – Our software harnesses the power of analytics and digital decisioning technology to help businesses automate, improve, and connect decisions across their enterprise. Our solutions address customer engagement, acquisition, origination, onboarding, servicing and management, and fraud protection. We also help businesses improvenon-customer-facing decisions such as supply chain optimization, scheduling management and policy adherence. This segment includes FICO® Platform, the B2B AI decisioning platform of choice in the market, allowing businesses to optimize hyper-personalized interactions with end customers at scale. FICO Platform is a modular software offering designed to support advanced analytic and decisioning use cases, as well as stand-alone analytic and decisioning software that can be configured by our customers to address a wide variety of business use cases. Users of FICO Platform can bring together data from multiple sources, apply advanced analytics to derive insights, and translate those insights into actions and workflows that can be executed in real-time. By employing hyper-personalization, our customers can deliver on this expectation and others—at scale—across their business, throughout the lifetime of the customer relationship. It can help dissolve data silos, bring innovation and efficiency together, and achieve and maintain trustworthy AI.
Scores Business Highlights During Fiscal 2025:
| • | We continued to see the market’s ongoing recognition of the FICO® Score as the standard measure of consumer credit risk in the U.S. |
| • | Through our Early Adopter Program, we saw significant adoption of our latest score, FICO® Score 10T for mortgages by non-government sponsored enterprises (“GSEs”). Lenders in the Program have been able to validate the power of FICO Score 10T in real-world mortgage underwriting, loan production, execution and servicing. |
| • | We recently launched our FICO® Mortgage Direct License Program, designed to drive competition, transparency, and cost savings in mortgage, while aligning with calls from policymakers and industry leaders to modernize credit infrastructure and promote affordability, liquidity, and access in the $12 trillion U.S. mortgage industry. We entered into a multi-year direct license and distribution agreement with Xactus, a fintech and market leader in verification solutions for the mortgage industry and the largest credit verification and tri-merge provider of FICO® Scores, for it to participate in the FICO Mortgage Direct License Program. |
| • | In March, we launched the FICO® Score Mortgage Simulator for lender use through Xactus. This tool can allow mortgage professionals to run credit event scenarios by applying simulated changes to a current or |
Fair Isaac Corporation l 2026 Proxy Statement 3
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
prospective applicant’s credit report data to estimate the potential impact on their FICO® Scores based on those actions. This can benefit both mortgage lenders and consumers by potentially enabling lenders to provide additional loan options and more favorable interest rates.
| • | We launched FICO® Score 10 BNPL and FICO® Score 10T BNPL, the first credit scores from a leading credit scoring provider to incorporate Buy Now, Pay Later (“BNPL”) data. These scores can provide lenders with deeper insight into how consumers manage repayment on increasingly popular installment loans, enabling a more comprehensive view of their credit readiness. |
| • | In September, we released the inaugural FICO® Score Credit Insights report – a first-of-its-kind analysis offering a detailed look at how consumer credit behaviors are evolving across the U.S. The report highlights how inflation, resumed student loan payments, and evolving payment priorities are reshaping credit scores and delinquency patterns nationwide. |
| • | We recently announced a strategic partnership with Plaid, a leading financial data network, to deliver the next generation of the UltraFICO® Score, which utilizes cash flow data to provide additional information for lending decisions. This innovative solution will combine the proven reliability of the FICO® Score with real time cash-flow data from Plaid to provide lenders with a single, enhanced credit score that improves consumer risk assessment and minimizes operational complexity. |
| • | FICO remains committed to improving financial literacy. We do this in a variety of ways, including free access to FICO® Scores and credit education through our myFICO.com website and through our FICO® Score Open Access program with over 200 leading financial institutions. |
Software Business Highlights During Fiscal 2025:
| • | We continued to see strong demand for FICO® Platform through our “land and expand” strategy, which includes follow-on sales to existing FICO Platform customers and more sales to medium-sized businesses typically served through value-added resellers and systems integrators. |
| • | In May, we hosted a four-day FICO® World event at which we brought together industry professionals from around the world to connect, share best practices, and learn how FICO enables organizations to power customer connections at scale. Participants collaborated on how FICO® Platform can help make real-time decisions at scale and optimize interactions with consumers. On the mainstage, we unveiled innovations, provided demos, and spotlighted advancements that we believe will shape the future of decisioning and enterprise AI. |
| • | On the AI front, we launched the general availability of the FICO® Focused Foundation Model, the FICO® Focused Language Model, and the FICO® Focused Sequence Model, built for financial services and designed to reduce hallucinations and increase accuracy over conventional Generative AI models. |
| • | We signed a new strategic collaboration agreement with Amazon Web Services (“AWS”). Under the new agreement, FICO and AWS will amplify their work to bring more organizations worldwide the power of AI-driven, automated decision workflows with FICO® Platform, and FICO will broaden its participation in AWS partner programs to accelerate client adoption of FICO Platform. |
| • | We were granted more patents this year and as of September 30, 2025 held 230 U.S. and foreign patents and had nearly 80 patents pending. Many of these issued and pending patents relate to advancing responsible AI, machine learning, and applied intelligence technology. |
| • | We continued to see positive industry recognition for our Software Business this year: |
| ○ | FICO® Platform named as a Leader in AI Decisioning Platforms for the fourth time by Forrester Research |
| ○ | Awarded “Best Anti-Fraud Solution” at the Credit & Collections Technology Awards |
| ○ | Awarded “Tech of the Future – Blockchain and Tokenisation” award at the Banking Tech Awards |
| ○ | Won a Software category transformative product award at the BIG Innovation Awards |
| ○ | Named category leader for enterprise fraud solutions for the fifth time in a row in Chartis’ Enterprise and Payment Fraud Solutions 2025 |
Fair Isaac Corporation l 2026 Proxy Statement 4
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
Financial Highlights
(1) Adjusted EBITDA is anon-GAAP financial measure and is defined as GAAP net income, adjusted for: interest expense, net; provision for income taxes; other expense (income), net; amortization of intangible assets; depreciation; share-based compensation expense; and restructuring charges, as further adjusted for any impact on revenues related to acquisitions, divestitures or other events deemed by the Leadership Development and Compensation Committee to have been out of management’s control or that may not be indicative of recurring business results and occurring in the measurement year. See Appendix A to this proxy statement for a reconciliation of Adjusted EBITDA to GAAP net income, the most directly comparable GAAP financial measure.
(2) Free cash flow is anon-GAAP financial measure and is defined as GAAP net cash provided by operating activities, less capital expenditures. See Appendix A to this proxy statement for a reconciliation of free cash flow to GAAP net cash provided by operating activities, the most directly comparable GAAP financial measure.
(3) Based on 30-day Average Closing Price as of FICO’s September 30 fiscal year end.
Fair Isaac Corporation l 2026 Proxy Statement 5
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
Corporate Governance Highlights
| Board and Committee Summary |
|---|
| Number of Director Nominees | 8 |
|---|
| Number of Independent Director Nominees | 7 |
|---|
| Board Committees Consist Entirely of Independent Directors | Yes |
|---|
| All Directors Attended at least 75% of Meetings Held | Yes |
|---|
| Annual Election of All Directors | Yes |
|---|
| Majority Voting for Directors | Yes |
|---|
| Plurality Carveout for Contested Elections | Yes |
|---|
| Director Resignation Policy | Yes |
|---|
| Separate Chairman and CEO | Yes |
|---|
| Chairman is Independent Director | Yes |
|---|
| Independent Directors Meet Regularly in Executive Session | Yes |
|---|
| Annual Board and Committee Self-Evaluations | Yes |
|---|
| Risk Oversight by Full Board and Committees | Yes |
|---|
| Annual Advisory Vote on Executive Compensation | Yes |
|---|
| Prohibit Hedging and Short Sales of FICO Securities | Yes |
|---|
| Stock Ownership Requirements for Directors and Executive Officers | Yes |
|---|
| Executive Compensation Recovery Policy | Yes |
|---|
| Stockholder Rights Summary |
|---|
| Controlled Company | No |
|---|
| Classified Board | No |
|---|
| Vote Standard for Charter or Bylaw Amendment | Majority* |
|---|
| Stockholder Ability to Call Special Meetings | No |
|---|
| Stockholder Ability to Act by Written Consent | Yes |
|---|
| Cumulative Voting | No |
|---|
| Board Ability to Issue Blank-Check Preferred Stock | Yes |
|---|
| Poison Pill | No |
|---|
- “Majority” with respect to the vote standard for a charter or bylaw amendment refers to the affirmative vote of the holders of a majority of the outstanding shares of the Company entitled to vote thereon. It further assumes that the sole supermajority provision in the Company’s Charter is eliminated, as further described in Proposal 5 in this proxy statement.
Fair Isaac Corporation l 2026 Proxy Statement 6
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
Compensation Snapshot
Our compensation strategy is based on apay-for-performance philosophy, emphasizing variable pay and long-term incentives. This structure aligns the financial goals of our named executive officers with those of our stockholders. Please refer to the Executive Compensation section for further details.
Fair Isaac Corporation l 2026 Proxy Statement 7
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
Compensation Highlights
Our compensation program is administered by our Leadership Development and Compensation Committee (the “LDCC”) and seeks to closely link the financial interests of our Company’s executives with those of our stockholders. In making compensation decisions at the outset of fiscal 2025 and throughout the year, the LDCC sought to reinforce strong linkage between Company performance and executive compensation. In keeping with this objective, the LDCC continued to focus on prominently featuring performance-based cash and equity-based incentives.
WHAT WE DO
| Linking Pay to Performance | | Independent Compensation Consultant |
|---|
| We closely link performance-based rewards with the achievement of performance goals. | | The LDCC retains an independent compensation consultant. |
|---|
| Capping Payouts to Discourage Risk | | Annual Compensation Review and Engagement |
|---|
| We cap payouts under our plans to discourage excessive or inappropriate risk taking by our executives. | | We hold an annual advisory vote on executive compensation and seek stockholder feedback through engagement. |
|---|
| Two-Thirds of Incentives Are Performance-Based |
|---|
| Compensation Recovery Policies We have compensation recovery, or “clawback,” policies pertaining to incentive-based compensation. | |
| Two-thirds of our annual long-term incentives are performance-based. |
|---|
| Emphasize Long-Term Equity Compensation | | Minimum Vesting Period for Equity Awards |
|---|
| We emphasize long-term incentives to align executives’ interests with those of our stockholders. | | We have a mandatory minimum vesting period of one year for equity awards. |
|---|
| Reasonable Change-in-Control Arrangements | | Limits on Equity Award Value |
|---|
| We have double-trigger change in control provisions. | | We limit the aggregate fair value of equity awards granted in any calendar year. |
|---|
| Stock Ownership Requirements |
|---|
| We have stock ownership guidelines that require non- employee directors and executive officers to own a specified amount of stock within five years of their initial election or appointment. | | Peer Group Comparisons We have a peer group comprised of companies of similar size and from relevant industries. |
|---|
WHAT WE DO NOT DO
| No Guaranteed Bonuses Our compensation plans do not have minimum guaranteed payout levels. | Limited Tax “Gross-Ups” or Payments We do not provide tax gross-ups for our executives (other than with respect to relocation benefits, required spousal travel and certain required regulatory filings). |
|---|
| No Hedging or Short-Sales |
|---|
| We do not permit hedging or short sales of our stock. | Limited Executive Perquisites |
|---|
| Stockholder Approval for Option Repricing We do not permit repricing of underwater stock options without stockholder approval. | We do not provide material perquisites. |
|---|
Fair Isaac Corporation l 2026 Proxy Statement 8
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
Director Nominees
| Committee Memberships |
|---|
| Name · Age · Years asDirector · Principal Occupation · Independent · AC1 · GNEC2 · LDCC3 |
|---|
| Braden R. Kelly | 55 | 13 | Former Partner of Health Evolution Partners | ✓ |
|---|
| Fabiola R. Arredondo | 59 | 6 | Managing Partner of Siempre Holdings LLC | ✓ |
|---|
| William J. Lansing | 67 | 20 | Chief Executive Officer of Fair Isaac Corporation | |
|---|
| Eva Manolis | 62 | 7 | Former Vice President of Amazon.com, Inc. | ✓ |
|---|
| Marc F. McMorris | 57 | 10 | Co-Chief Executive Officer and Co-Founder of Carrick Capital Partners, LLC | ✓ |
|---|
| Joanna Rees | 64 | 11 | Chairman of West Global | ✓ |
|---|
| David A. Rey | 75 | 15 | Former Executive Vice President and Chief Client Relationship Officer of UnitedHealth Group | ✓ |
|---|
| H. Tayloe Stansbury | 64 | 2 | Chief Executive Officer of Kaleidescape, Inc. | ✓ |
|---|
| AC1 | Audit Committee | Chair |
|---|
| GNEC2 | Governance, Nominating and Executive Committee | Member |
|---|
| LDCC3 | Leadership Development and Compensation Committee | Audit Committee Financial Expert |
|---|
Fair Isaac Corporation l 2026 Proxy Statement 9
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
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 |
Fair Isaac Corporation l 2026 Proxy Statement 10
| Proxy Summary | Board of Directors | Corporate Governance | Executive Compensation | Audit Committee Matters | Charter Amendments | Stock Ownership | Other Matters |
