UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 22, 2023, Fair Isaac Corporation (the “Company”) elected Henry Tayloe Stansbury to the Board of Directors (the “Board”) of the Company as an independent director, effective immediately, to fill the vacancy resulting from the Board increasing the size of the Board from eight to nine members. Mr. Stansbury will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Stansbury will also serve on the Audit Committee of the Board.
Mr. Stansbury has served as the Chief Executive Officer of Kaleidescape, Inc., a provider of high-end movie players and servers, since November 2020. Prior to that, Mr. Stansbury served as interim Chief Executive Officer of Watermark Insights, LLC, a provider of software solutions for higher education, from July 2020 to November 2020. From May 2009 to May 2019, Mr. Stansbury served in various roles at Intuit Inc., an accounting and tax software company, including Executive Vice President and Chief Technology Officer. Mr. Stansbury holds an A.B. in Applied Mathematics from Harvard University.
There are no arrangements or understandings between Mr. Stansbury and any other persons pursuant to which Mr. Stansbury was elected as a director of the Company. Mr. Stansbury has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.
Mr. Stansbury will participate in the Company’s Compensation Program for Non-Employee Directors, as disclosed in the definitive proxy statement relating to the Company’s 2023 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on January 25, 2023. In connection with his election to the Board, on August 22, 2023, Mr. Stansbury received 50% of his initial award value of $460,000 in non-qualified stock options and 50% in restricted stock units, which vest in increments of one-third on each of the first three anniversaries of his election to the Board.
Mr. Stansbury will also enter into the Company’s standard Indemnity Agreement with other directors, a copy of which was filed as Exhibit 10.49 to the Company’s Form 10-K for the fiscal year ended September 30, 2002.
A press release, dated August 24, 2023, announcing Mr. Stansbury’s election as a director is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Press release dated August 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAIR ISAAC CORPORATION | ||
| By: | /s/ MARK R. SCADINA | |
| Mark R. Scadina | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Date: August 24, 2023