FAIR ISAAC CORP FICO

46% shingled-prose overlap between the two filings.

2025: 51,512 chars · 2026: 49,111 chars

• Committee Report:89% overlap (517 → 517 chars)
• Pay Ratio (Item 402(u)):65% overlap (3,510 → 3,526 chars)
• Say-on-Pay proposal:43% overlap (4,048 → 4,405 chars)

• changedThis section describes our executive compensation philosophy, and the process by which our Leadership Development and Compensation Committee (“LDCC”) makes executive compensation decisionsand pay decisions for our named executive officers.
• changedOur Fiscal 2025 2024Named Executive Officers
• changedWilliam Lansing Steven Weber Nikhil Behl Richard Deal Mark Scadina James Wehmann* WehmannChief Executive Officer Executive Vice President and Chief Financial Officer President, Software Executive Vice President, Chief Human Resources Officer Executive Vice President, General Counsel and Corporate Secretary Former ExecutiveVicePresident, Scores Years of service Years of service Years of service Years of service Years of service Years of service 14 years 22 13years 12 21years 25 24years 18 17Years 13 12years
• new* Mr. Wehmann’s employment with the Company terminated effective September 5, 2025.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 37 38
• changedProxy Summary Board of Directors Corporate Governance Executive Compensation Audit Committee Matters Charter Amendments Stock Ownership Other Matters
• changedOur 2025 2024Performance Highlights
• changedDuring fiscal 2025, 2024,we again delivered record revenues and free cash flow as we continued to focus our strategy and pursue our long-term growth initiatives.
• changedWe utilized our cash to enhance stockholder value through continued investments in FICO Platform, marketing Platforminitiatives for our Scores business and our stock repurchase program.
• changedFinancial highlights and key measures of our performance that were determined at the beginning of the performance period by our LDCC and applied to determine the 2025 2024performance of our named executive officers are set forth below.
• changedFor fiscal 2025, 2024,the LDCC determined that no adjustments to the Company’s GAAP revenue were warranted, and therefore Adjusted Revenue was the same as GAAP revenue.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 38 39
• new2025 Compensation Highlights
• changedConsistent with this emphasis, base salaries remained flat for all named executives for fiscal 2025. 2024.
• newWhile the core design of our program remained largely consistent with prior years, after considering stockholder feedback as detailed in the proxy statement for our 2025 annual meeting of stockholders, the LDCC made a number of enhancements to our program for fiscal 2025:
• changedFiscal 2024 Fiscal 2025 Short-Term Cash AnnualIncentives 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
• changedThe charts below present the mix of total target direct compensation awarded to the NEOs in fiscal 2025 2024and thefollowingtableoutlinesthe performance metrics used across our annual- and long-term incentive programs, which were generally consistent with fiscal 2024, other than the MSU comparator group as described above. programs.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 39 40
• changedMetric Rationale andConsiderations Program Annual Incentive PSUs MSUs Adjusted Revenue Motivates continued growth of the business ✔ ✔ Adjusted EBITDA Rewards operational profitability ✔ ✔ Total shareholder return relative to the S&P 500 Index 55th percentile target Russell3000drives outperformance relative to the market and provides alignment with stockholder interests ✔
• changedShort-term incentives represent only 3 to 4% 3-4%of named executive officers’ total direct compensation and are provided primarily to create shared alignment across our employee population.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 40 41
• changedPay outcomes for fiscal 2025 2024demonstrate the strong pay and performance linkage of our program.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 41 42
• changedFair Isaac Corporation l 2026 2025Proxy Statement 42 43
• changedQuality 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; only shares owned outright and time-based full value equity awards count refinedduring2024toexcludeallstockoptionsfrombeingcountedtowards 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 AdoptedanewSupplemental clawback policy triggered during2024in 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, benefitsandrequired spousal travel and certain required regulatory filings Independent compensation consultant engaged by the LDCC that does not provide any other services to the Company
• changedFair Isaac Corporation l 2026 2025Proxy Statement 43 44
• changed2025 2024Elements of Compensation
• changedThe fiscal 2025 2024executive compensation program consisted of the following key elements.
• changedWHAT • Cash • Cash • Equity • Equity • Equity PAY MIX CEO Other NEOs 2.4% 6.9% 2.4% 3.5% 31.8% 29.9% 31.8% 29.9% 31.8% 29.9% 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 Revenue50% • Adjusted EBITDA50% • Individual Performance • Payout: 0-187.5% 0-250%of target • Adjusted Revenue50% • Adjusted EBITDA50% • Payout: 0-200% of target • Company’s TSR relative to the S&P 500 Russell3000Index • 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
• changedFair Isaac Corporation l 2026 2025Proxy Statement 44 45
• changedBase Salary in Fiscal 2025 2024
• changedNone of our named executive officers received an increase in base salary as part of the Company’s annual year-end performance review and compensation process in November 2024. 2023.
• changedThis conservativeapproach reflects the LDCC’s continued emphasis on commitmenttoincentive compensation elements directly linked to the achievement of our target financial goals and the creation of stockholder value.
• changedNamed Executive Officer Fiscal 2025 2024Base Salary Fiscal 2024 2023Base Salary William Lansing $750,000 $750,000 Steven Weber $400,000 $400,000 Nikhil Behl $500,000 $500,000 Richard Deal $400,000 $400,000 Mark Scadina $400,000 $400,000 James Wehmann(1) Wehmann$500,000 $500,000
• new(1) Mr. Wehmann retired from the Company effective September 5, 2025.
• changedFor fiscal 2025, 2024,our annual incentive awards are paid from a single, centralized pool that supports short-term cash incentive payments to our executive officers under our Executive Incentive Plan (“EIP”) and vice president-level leaders under our Management Incentive Plan (“MIP”) and to other eligible employees under our Broad-Based Incentive Plan (“BBIP”).
• changedThe LDCC determined named executive officers’ cash incentive payments using the framework set forth below, which was generally the same for all other participants in the EIP, MIP, MIPand BBIP in order to provide shared focus on the performance measures that the LDCC believes are most critical to the success of our business.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 45 46
• changedFair Isaac Corporation l 2026 2025Proxy Statement 46 47
• changedThe participant target percentage for each participant in the EIP MIPis based on the Company’s desire to continue to emphasize long-term incentives and the LDCC’s review of market-competitive short-term compensation levels for executives in comparable roles at the peer group companies.
• changedAs provided in their respective letter agreements, Mr. Lansing’s participant target percentage is 100% of his annual base salary, and the other named executive officers each have a participant target percentage of 50% of their annual base salary in effect at the end of fiscal 2025. 2024.
• changedThe funding levels for each performance measure, along with the related Company Performance Factor, for fiscal 2025 2024were as follows:
• new($ in Millions) Financial Metric (Weighting) ThresholdFunding Level Mid-pointFunding Level TargetFunding Level UpsideFunding Level MaximumFunding Level ActualPerformance Adjusted Revenue (50%) $1,782.4 $1,915.0 $1,980.0 $2,000.0 $2,023.0 $1,990.9 Adjusted EBITDA (50%) $931.9 $1,051.0 $1,089.0 $1,102.3 $1,118.5 $1,109.8 Company Performance Factor 25% 50% 100% 112.5% 125% 113.8%
• changedConversely, if an executive officer receives the highest overall performance rating, his or her Participant Performance Factor may be as high as 150%. 200%.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 47 48
• changedThe Participant Performance Factor values for our named executive officers for fiscal 2025, other than Mr. Wehmann, 2024,along with the key factors considered by the LDCC and our CEO, as applicable, in making these determinations, were as follows. follows:
• newMr. Wehmann retired from the Company prior to the end of fiscal 2025, and therefore was not eligible for a payout under the EIP for fiscal 2025 performance.
• newNamed Executive Officer Participant Performance Factor Key Factors William Lansing 129% • successfully navigated complex regulatory and competitor challenges to our mortgage score business by overseeing the building and launch of our new Mortgage Direct program • expertly managed shareholder communications during a highly dynamic year, ensuring a clear understanding of our business, innovation priorities, and growth strategies • leveraged talent as a strategic differentiator through highly selective hiring, strategic goal alignment, workforce engagement and retention initiatives, and continued investment in professional development programs Steven Weber 110% • strong oversight of fiscal year revenue forecasting and expense management efforts enabling strategic investments while ensuring accountability • effectively engaged in shareholder relations efforts ensuring appropriate transparency and attracting new investors to our value proposition • strong focus on regulatory and compliance priorities allowing maximum focus of organizational resources on valued-added business outcomes Nikhil Behl 123% • achieved 17% YoY growth in FICO Platform revenue while up-leveling sales leadership talent and adopting best practices sales methodologies to drive future growth • drove continued innovation surrounding our FICO Platform including rollout of our new focused foundation model for financial services (FICO FFM) which enables clients to use small language models built for specific business problems, significantly helping to mitigate hallucinations while providing improved transparency, auditability and adaptability • reengineered software operating investments to fund expanding sales capacity to meet increasing market demand for our solutions Richard Deal 110% • effectively executed our “people first” strategy leading to continued strong workforce engagement, healthy talent pipelines, and historically low unplanned attrition • focused planning and execution of recurring talent management programs ensuring strong linkage between organizational and individual performance with reward systems • oversaw the successful launch of a new AI Coaching system, leveraging a focused LLM, expanding workforce access to management and leadership best practices while strengthening the leverage of HR business consultants Mark Scadina 121% • provided expert legal and strategic counsel across a range of business growth and investment decisions, particularly involving our Mortgage Score Direct strategy • oversaw effective collaboration with our go-to-market organization, helping to drive business growth while ensuring effective contracting structures • provided outstanding counsel to the Board and executive officers, enabling strategic decisions while mitigating risks
• changedFair Isaac Corporation l 2026 2025Proxy Statement 48 49
• new2025 Payouts
• changedThe combined effect of these inputs led to the following payments for the named executive officer participants under the EIP MIPfor fiscal 2025 2024performance, shown along with the target payment levels:
• changedNamed Executive Officer(1) OfficerTarget Payout for Fiscal 2025 2024Amount Attributable to Company Performance Factor(113.8%) Factor(125%)Participant Performance Factor Actual Payout for Fiscal 2025 2024William Lansing $750,000 $ 853,200 129% $1,100,000 937,500128%$1,200,000Steven Weber $200,000 $ 227,500 250,000110% $250,000 Nikhil Behl $250,000 $ 284,400 123% $350,000 $275,000Richard Deal $200,000 $ 227,500 250,000110% $250,000 $275,000Mark Scadina $200,000 $ 227,500 121% $275,000 250,000120%$300,000JamesWehmann$250,000$312,500120%$375,000
• new(1) Mr. Wehmann retired from the Company prior to the end of fiscal 2025, and therefore was not eligible for a payout under the EIP for fiscal 2025 performance.
• changedLong-Term Equity Incentives in Fiscal 2025 2024
• changedThe target value of each type of equity award granted as part of the fiscal 2025 2024annual long-term incentive award to our named executive officers is as follows:
• changedNamed Executive Officer Annual PSUs 33% Annual MSUs 33% Annual RSUs 33% Total(1) Total(1)William Lansing $10,000,000 $10,000,000 $10,000,000 $30,000,000 $8,333,333$8,333,333$8,333,333$25,000,000Steven Weber $1,833,333 $1,833,333 $1,833,333 $5,500,000 Nikhil Behl $2,000,000 $2,000,000 $2,000,000 $6,000,000 $1,666,667$1,666,667$1,666,667$5,000,000Richard Deal $1,833,333 $1,833,333 $1,833,333 $5,500,000 $1,666,667$1,666,667$1,666,667$5,000,000Mark Scadina $1,833,333 $1,833,333 $1,833,333 $5,500,000 $1,666,667$1,666,667$1,666,667$5,000,000James Wehmann(2) Wehmann$2,000,000 $2,000,000 $2,000,000 $6,000,000
• changed(1) The (1)Theamounts reported within the compensation tables following this Compensation Discussion and Analysis differ from the target amounts discussed here.
• new(2) Upon Mr. Wehmann’s retirement on September 5, 2025, he forfeited these and all other equity awards then held by him.
• changedIn determining the value of annual equity awards for fiscal 2025, 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.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 49 50
• changedThe competitive market data analysis for fiscal 2025 2024showed that peer group total direct compensation increased approximately 4% and 34% 10%at eachofthe median and the75th percentile, respectively, and the long-term incentive value increased 3% 22%and 41% 13%at the median and 75th percentile, respectively.
• newCoupled with continued strong company and individual performance, the LDCC determined to increase the target annual long-term incentive award values for all NEOs other than Mr. Wehmann.
• newWith respect to Mr. Lansing, the LDCC particularly considered the strength of his individual performance results and the LDCC’s desire to ensure his compensation is highly competitive and reflective of his personal performance and market value in determining to increase the target value of his fiscal 2025 award to approximately $30 million.
• changedThe PSUs granted in fiscal 2025 2024were earned on the basis of a one-year performance period, with any earned shares vesting in equal installments over onthe first three anniversaries of the date of grant.
• changedIn addition, requiring that two-thirds of any earned shares vest over an additional two years after the first anniversary of the grant date creates long-term alignment with our stockholders’ experience and satisfies our retention objectives.
• changedThe maximum number of PSUs that could have been earned over the fiscal 2025 2024performance period by each named executive officer was specified in the applicable award agreement.
• changedThe LDCC retains discretion to determine the actual number of PSUs that were earned, but, consistent with prior years, did not exercise any such discretion with respect to the fiscal 2025 2024PSUs.
• changedThe earnings matrix for the fiscal 2025 2024PSU awards was:
• changed($ in Millions) Financial Metric (Weighting) Threshold Performance Mid-point Performance TargetPerformance UpsidePerformance Maximum Performance ActualPerformance Adjusted Revenue (50%) $1,782.4 $1,915.0 $1,980.0 $2,000.0 $2,023.0 $1,990.9(1) $1,514.0$1,628.0$1,675.0$1,692.0$1,712.0$1,717.5Adjusted EBITDA (50%) $931.9 $1,051.0 $1,089.0 $1,102.3 $1,118.5 $1,109.8 $780.8$837.0$859.0$869.8$883.5$904.1PSUs Earned (as percentage of target) 0% 50% 100% 150% 200% 150.2% 200%
• new(1) For fiscal 2025, the LDCC determined that no adjustments to the Company’s GAAP revenue were warranted, and therefore Adjusted Revenue was the same as GAAP revenue.
• changedThe following table sets forth the target number of PSUs and the actual number of PSUs earned for fiscal 2025 2024performance:
• newNamed Executive Officer(1) Target Number of PSUs Granted forFiscal 2025 Actual Number of PSUs Earned for Fiscal 2025 William Lansing 4,480 6,729 Steven Weber 822 1,235 Nikhil Behl 896 1,346 Richard Deal 822 1,235 Mark Scadina 822 1,235
• new(1) All of the 2025 PSUs (896 PSUs at target) granted to Mr. Wehmann were forfeited upon his retirement from the Company.
• changedFair Isaac Corporation l 2026 2025Proxy Statement 50 51
• changedOne-third of the earned PSUs vested and were settled in shares of our common stock following the end of fiscal 2025 2024and 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.
• changedThe MSUs granted as part of the annual awards in fiscal 2025 2024are earned based on the Company’s total shareholder return relative to the S&P 500 Russell3000Indexover a three-year performance period, with interim earning opportunities after the first and second years of the performance period.
• newThe relative return factor for each performance period of the fiscal 2025 MSUs is determined based on the Company’s total shareholder return relative to the S&P 500 Index for such performance period, with performance at the 55th percentile of the Index required to achieve target payout, as follows (with earned amounts interpolated between relative performance points):
• changedFair Isaac Corporation l 2026 2025Proxy Statement 51 52
• changedThe following table sets forth, for the applicable performance period that includes fiscal 2025 2024for each of the MSUs granted in fiscal 2025, 2024 2024,2023and 2023, 2022,the Company’s TSR and percentile of performance relative to the TSR of the applicable comparator group – the S&P 500 Index for fiscal 2025 MSUs and the Russell 3000 Index for fiscal 2024 and 2023 MSUs - Index,which on a relative basis for each performance period resulted in exceededthe maximumrTSRgoal,resultinginarelative return factor reported of200%,for each suchperformance period:
• changedAward Performance Period Total TSR of FICO Russell 3000 Index TSRpercentile(1) S&P 500 Index TSRpercentile TSRMSUs Earned (as a percentage of target) FY23 FY22MSU 3-Year 251.33% 72.83% n/a 447.58%23.51%200% FY24 FY23MSU 2-Year 80.92% 53.48% n/a 181% FY25 338.44%51.22%200%FY24MSU 1-Year -19.87% n/a 5.05% 0% 125.78%34.28%200%

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