FAIR ISAAC CORP (FICO)
Sector: Information Technology
2026 Annual Meeting Analysis
FAIR ISAAC CORP · Meeting: March 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with 13 years tenure; FICO's 3-year return of 66.9% is strong positive, and the gap versus the S&P 500 benchmark (^GSPC — S&P 500) is only -4.1 percentage points, well below the 65-point threshold required to trigger a No vote; no overboarding, attendance, or qualification concerns.
Independent director with 6 years tenure; TSR underperformance versus ^GSPC — S&P 500 is -4.1 percentage points over 3 years, far below the 65-point trigger threshold; no overboarding, attendance, or qualification concerns.
CEO and executive director with 20 years tenure; FICO's 3-year return of 66.9% trails ^GSPC — S&P 500 by only -4.1 percentage points, well below the 65-point threshold for a strong-positive-TSR company, so no TSR trigger applies; executive director vote is assessed independently of Say on Pay.
Independent director with 7 years tenure; the -4.1 percentage point gap versus ^GSPC — S&P 500 is far below the 65-point trigger threshold; no overboarding, attendance, or qualification concerns.
Independent director with 10 years tenure; FICO's 3-year TSR underperforms ^GSPC — S&P 500 by only -4.1 percentage points, well below the 65-point trigger; audit committee financial expert designation confirmed; no other concerns.
Independent director with 11 years tenure; the -4.1 percentage point 3-year gap versus ^GSPC — S&P 500 does not meet the 65-point trigger threshold; no overboarding, attendance, or qualification concerns.
Independent director with 15 years tenure; FICO's strong positive 3-year TSR of 66.9% trails ^GSPC — S&P 500 by only -4.1 percentage points, well short of the 65-point trigger; audit committee chair with confirmed financial expertise.
Independent director who joined in 2023 (approximately 2-3 years tenure); the -4.1 percentage point gap versus ^GSPC — S&P 500 is far below the 65-point trigger threshold; audit committee financial expert designation confirmed; no other concerns.
All eight director nominees receive a FOR vote. FICO's 3-year price return of 66.9% is strongly positive, and the company trails the S&P 500 benchmark (^GSPC — S&P 500) by only -4.1 percentage points over three years, well below the 65-point threshold required to trigger a No vote for a strong-positive-TSR company. No directors are overboarded, attendance was 100% at or above the 75% threshold for all nominees, all committee members are independent, and the board discloses a skills matrix.
Say on Pay
✓ FORCEO
William Lansing
Total Comp
$36,045,267
Prior Support
N/A
CEO William Lansing's total compensation of approximately $36 million is high in absolute terms for a $27.6 billion market-cap technology company, but the pay structure is strongly performance-oriented: roughly 95% of the CEO's target pay is variable, with two-thirds of long-term equity awards tied to explicit financial and relative stock performance conditions, satisfying the policy's requirement that at least 50-60% of pay be performance-based. On the pay-for-performance alignment check, FICO's 3-year TSR of 66.9% trails the S&P 500 benchmark (^GSPC — S&P 500) by only -4.1 percentage points, which does not meet the 20-percentage-point underperformance threshold that would call variable pay into question. The company maintains a clawback policy covering both restatement scenarios and misconduct, caps payouts, prohibits hedging, and made responsive program enhancements following stockholder engagement, including tightening the MSU comparator to the S&P 500 and reducing the maximum participant performance factor from 200% to 150%.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,728,000
Non-Audit Fees
$467,000
Non-audit fees (audit-related fees of $337,000 plus tax fees of $128,000 plus other fees of $2,000 = $467,000) represent approximately 12.5% of core audit fees of $3,728,000, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of FICO's size. Auditor tenure is not disclosed in the proxy, so no tenure trigger can be applied per policy. No material restatements are noted.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Approval of an Amendment to the Company's Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law
This board-proposed charter amendment extends liability protection to certain officers for a narrow class of claims, matching protections that directors already enjoy under Delaware law and that the 2022 Delaware statute expressly permits. The change does not affect liability for breaches of the duty of loyalty, acts in bad faith, intentional misconduct, or knowing violations of law, so shareholder recourse for serious misconduct is preserved. Adopting this provision is a reasonable, market-standard governance step that reduces litigation risk for officers acting in good faith.
Proposal 5
Approval of an Amendment to the Company's Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirement
This board-proposed charter amendment eliminates the requirement that at least 66-2/3% of outstanding shares must approve amendments to Article 6 of the certificate of incorporation, replacing it with a simple majority vote standard. Removing supermajority requirements is a well-established mainstream governance improvement that makes it easier for shareholders to exercise their voting rights. This is an unambiguous pro-shareholder change and warrants support.
Overall Assessment
FICO's 2026 annual meeting ballot is straightforward and generally shareholder-friendly: the TSR trigger does not apply to any director given the company's strong absolute 3-year return and minimal gap versus the ^GSPC — S&P 500 benchmark, the auditor fee structure raises no independence concerns, and the executive pay program is heavily performance-based with responsive design changes. Both charter amendment proposals are genuine governance improvements — eliminating a supermajority voting requirement and extending officer exculpation consistent with Delaware law — warranting support on all five proposals.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing