FICO Fair Isaac Inc

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Summary

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	PEO

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)
Summary Compensation Table Total for PEO		35,321,363		66,349,962		18,913,781		19,429,745

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(33,311,064)		(48,996,329)		(16,942,011)		(17,458,576)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		(15,347,003)		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		79,637,186		96,247,570		23,898,368		14,491,303

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		167,553,343		39,425,963		3,472,867		(5,508,726)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		18,603,564		17,474,214		201,749		7,491,858

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		—		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Compensation Actually Paid for PEO		267,804,394		155,154,377		29,544,755		18,445,604

Fair Isaac Corporation

2025

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	NON-PEO NEOS

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)

Average of Summary Compensation Table Total for Non-PEO NEOs		7,765,190		7,236,681		7,033,248		7,034,096

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(6,996,111)		(6,578,189)		(6,293,097)		(6,235,329)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		—		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		16,725,693		9,468,316		8,877,029		5,175,567

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		16,499,239		8,481,736		944,482		(869,504)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		4,267,068		3,371,020		143,642		844,067

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		(1,701,020)		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Average Compensation Actually Paid for Non-PEO NEOs		38,261,079		20,278,836		10,705,303		5,948,897

(4)

The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 on September 30, 2020, including reinvestment of any dividends, through and including the end of each fiscal year shown in the table. The Peer Group used to determine the Company’s Peer Group TSR is the S&P 500 Application Software Index, which is the industry index used in the stock price performance graph in our Annual Report on Form

10-K

for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation

S-K.

(5)	Amounts reflect our net income as reported in our audited financial statements for the applicable fiscal year.

(6)

Reflects relative TSR vs. the Russell 3000 Index. We determined relative TSR to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance to “Compensation Actually Paid” to our PEO and

Non-PEO

NEOs in fiscal 2024. Relative TSR is the financial metric used in our MSU awards. This performance measure may not have been the most important financial performance measure in past years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relative TSR is equal to FICO TSR over each

one-year

period less the TSR of the Russell 3000 Index.

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.

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l 2025 Proxy Statement 80

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Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs over the four covered fiscal years compared to the cumulative TSR performance of both the Company and the Peer Group.

Compensation Actually Paid vs. TSR Compensation Actually Paid ($000) $ $50 $100 $150 $200 $250 $300 $18,446 $5,949 $29,545 $10,705 $155,154 $20,279 $267,804 $38,261 $93.55 $121.98 $96.86 $75.34 $204.18 $109.39 $456.90 $132.28 2021 2022 2023 2024 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 Value of Initial $100 Investment (TSR) Compensation Actually Paid to PEO Total Shareholder Return Average Compensation Actually Paid to Non-PEO NEOs Peer Group Total Shareholders Return

Fair Isaac Corporation

l 2025 Proxy

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Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) and Net Income

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs compared to net income over the four covered fiscal years.

Compensation Actually Paid vs. Net Income Compensation Actually Paid ($000) $ $50 $100 $150 $200 $250 $300 $0 $100 $200 $300 $400 $500 $600 Net Income ($ Millions) $18,446 $5,949 $29,545 $10,705 $155,154 $20,279 $267,804 $38,261 $392.1 $373.5 $429.4 $512.8 2021 2022 2023 2024 Compensation Actually Paid PEO Net Income Average Compensation Actually Paid to Non-PEO NEOs

Fair Isaac Corporation

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Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) and Relative

One-Year

TSR

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs compared to our relative

one-year

TSR.

Compensation Actually Paid vs. TSR Relative TSR is equal to FICO over each 1-year period less the TSR of the Russell 3000 index Compensation Actually Paid ($000) $ $50 $100 $150 $200 $250 $300 $18,446 $5,949 $29,545 $10,705 $155,154 $20,279 $267,804 $38,261 -36.51% 22.37% 92.30% 90.50% 2021 2022 2023 2024 -60% -40% -20% 0% 20% 40% 60% 80% 100% FICO TSR Relative to Russell 3000 Compensation Actually Paid to PEO FICO TSR Relative to Russell 3000 Average Compensation Actually Paid to Non-PEO NEOs

Tabular List of Most Important Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and our

Non-PEO

NEOs for the fiscal year ended September 30, 2024 to Company performance. The measures in this table are not ranked.

One-year

TSR relative to Russell 3000 Index

Adjusted Revenue

Adjusted EBITDA

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l 2025 Proxy Statement 83

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PROPOSAL 3: Ratification of Independent

Registered Public Accounting Firm

LOGO

The Board recommends a

vote FOR this proposal

It is the responsibility of the Audit Committee to select and retain independent auditors. Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent auditors for the Company’s fiscal year ending September 30, 2025. Although stockholder ratification of the Audit Committee’s selection of independent auditors is not required by our Bylaws or otherwise, we are submitting the selection of Deloitte for stockholder ratification so that our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select different independent auditors for the Company.

Representatives of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement and respond to questions from stockholders present at the meeting.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by the Company’s independent registered public accounting firm for the fiscal years ended September 30, 2024 and September 30, 2023, for the audit of our annual financial statements and fees for other services rendered by the firm during those respective periods.


	2024			2023

Audit Fees		$	3,242,000		$	3,325,000

Audit-Related Fees			383,000			366,000

Tax Fees			103,000			163,000

All Other Fees			2,000			2,000


Total		$	3,730,000		$	3,856,000

Audit Fees. Audit fees consisted of fees for services rendered in connection with the annual audit of our consolidated financial statements, quarterly reviews of financial statements included in our quarterly reports on Form 10-Q, and the audit of internal control over financial reporting. Audit fees also consisted of services provided in connection with statutory audits, consultation on accounting matters and SEC registration statement services.

Audit-Related Fees. Audit-related fees consisted principally of fees for financial and non-financial attestation services (Service Organization Control), debt offering, customer compliance audits and audits of financial statements of employee benefit plans.

Tax Fees. Tax services consisted of fees for tax consultation and tax compliance services.

All Other Fees. All other fees consisted of fees for access to an online library of accounting and financial reporting literature.

Our Audit Committee considers whether the provision of services other than for audit fees is compatible with maintaining our independent auditor’s independence, and has determined that these services for fiscal 2024 and 2023 were compatible. The services described above were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act.

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Policy on Audit Committee Preapproval of Audit and Non-Audit Services of Independent Auditors

Our Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding preapproval of all audit and permitted non-audit services provided by the independent auditors. On an ongoing basis, management communicates specific projects and categories of service for which it requests the advance approval of the Audit Committee. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The Audit Committee may also delegate the ability to preapprove audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that any such preapprovals are reported on at the next Audit Committee meeting.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee selects and retains an independent registered public accounting firm as the Company’s independent auditor and assists the Board in overseeing (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditor, and (4) the compliance by the Company with legal and regulatory requirements related to financial affairs and reporting. The Board of Directors has adopted a written charter for the Audit Committee that addresses the responsibilities of the Audit Committee. This charter is available on the “Investors” page of our website at www.fico.com.

While the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable legal and other requirements. These are the responsibilities of management and the independent auditor. Additionally, in performing its oversight function, the Audit Committee necessarily relies on the work and assurances of, and information provided by, management and the independent auditor.

Deloitte & Touche LLP (“Deloitte”) served as the Company’s independent auditor for the fiscal year ended September 30, 2024. In fiscal 2024, the Audit Committee met and held discussions with management and Deloitte on numerous occasions. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and Deloitte the Company’s quarterly consolidated financial statements prior to the filing of each Quarterly Report on Form 10-Q and the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Audit Committee discussed with Deloitte matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. Deloitte also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Deloitte the firm’s independence and tenure.

Based upon the Audit Committee’s discussions with management and the independent auditor, and the Audit Committee’s review of the representations of management and the report of the independent auditor to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC.

Submitted by the Audit Committee:

David A. Rey, Chair

James D. Kirsner

Marc F. McMorris

H. Tayloe Stansbury

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Certain Relationships and Related Persons Transactions

We maintain a written policy for the approval of any related person transactions. A “Related Person,” for purposes of our policy, means:

•

Any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee for director;

•

Any person known to be the beneficial owner of more than 5% of our common stock; or

•

Any immediate family member of the foregoing persons.

“Immediate family members” include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and any other person (other than a tenant or employee) sharing the household of one of these individuals.

Under the Related Persons Transaction Policy, any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) is or will be a participant and in which a Related Person has a direct or indirect interest (a “Related Persons Transaction”) must be reviewed by the Audit Committee, except that the following transactions, arrangements or relationships are exempt under the policy:

•

Payment of compensation by the Company to a director or executive officer of the Company for such person’s service to the Company in that capacity;

•

Transactions available to all employees or all stockholders of the Company on the same terms; and

•

Transactions that, when aggregated with the amount of all other transactions between the Company and the Related Person or any entity in which the Related Person has an interest, involve less than $120,000 in a fiscal year.

In determining whether to approve a Related Persons Transaction, the Audit Committee will consider the following:

•

Whether the terms are fair to the Company;

•

Whether the transaction is material to the Company;

•

The importance of the Related Persons Transaction to the Related Person;

•

The role the Related Person has played in arranging the Related Persons Transaction;

•

The structure of the Related Persons Transaction; and

•

The interests of all Related Persons in the Related Persons Transaction.

We will only enter into a Related Persons Transaction if the Audit Committee determines that the Related Persons Transaction is not inconsistent with the interests of the Company and its stockholders, the Related Persons Transaction is beneficial to the Company, and the terms of the Related Persons Transaction are fair to the Company. No Related Persons Transactions occurred during fiscal 2024.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated, the following table and accompanying footnotes show information regarding the beneficial ownership of our common stock as of November 29, 2024 by:

•

each person who is known by us to own beneficially more than 5% of our common stock;

•

each current director and nominee for director;

•

each named executive officer; and

•

all directors and executive officers as a group.

As of the dates indicated in footnotes (3) and (4) below, publicly available information indicated that certain stockholders were beneficial owners of more than 5% of the outstanding shares of our common stock. The information in the table below is as reported in their filings with the U.S. Securities and Exchange Commission (“SEC”). The percentages noted in the table are as provided by such beneficial owners as of the date of their filing and not as of November 29, 2024. Based on a review of such SEC filings, we are not aware of any other beneficial owner of more than five percent of our common stock.

Shares of common stock underlying options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Similarly, shares of common stock underlying RSUs, PSUs or MSUs that vest within 60 days are considered outstanding and beneficially owned by the person holding the RSUs, PSUs or MSUs for the purposes of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. As of November 29, 2024, 24,348,104 shares of common stock were outstanding.



Directors, Director Nominees, Named Executive Officers, Executive Officers and 5% Stockholders	Beneficial Ownership⁽¹⁾
	Number		Percent⁽²⁾

Vanguard Group, Inc.⁽³⁾ 100 Vanguard Blvd., Malvern, PA 19355		2,820,512		11.41%

BlackRock, Inc.⁽⁴⁾ 50 Hudson Yards, New York, NY 10001		2,479,028		10.20%

William Lansing⁽⁵⁾		471,693		1.93%

Mark Scadina⁽⁶⁾		121,813		*

James Wehmann⁽⁷⁾		67,507		*

Richard Deal⁽⁸⁾		62,260		*

Joanna Rees⁽⁹⁾		27,567		*

Braden R. Kelly⁽¹⁰⁾		15,342		*

James D. Kirsner⁽¹¹⁾		13,717		*

Eva Manolis ⁽¹²⁾		6,911		*

David A. Rey⁽¹³⁾		6,711		*

Fabiola R. Arredondo⁽¹⁴⁾		5,495		*

Steven Weber⁽¹⁵⁾		4,190		*

Marc F. McMorris⁽¹⁶⁾		3,412		*

H. Tayloe Stansbury		92		*

All current directors, nominees and executive officers as a group (16 persons)⁽¹⁷⁾		850,791		3.46%

*	Represents holdings of less than 1%.

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⁽¹⁾

To the Company’s knowledge, the persons named in the table have sole voting and sole dispositive power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

⁽²⁾

If the named person holds stock options exercisable on or prior to January 28, 2025, or RSUs, PSUs or MSUs that will vest on or prior to January 28, 2025, the shares underlying those options, RSUs, PSUs and MSUs are included in the number for such person. Shares deemed issued to a holder of stock options, RSUs, PSUs or MSUs pursuant to the preceding sentence are not deemed issued and outstanding for purposes of the percentage calculation with respect to any other stockholder.

⁽³⁾

Information as to this person (including affiliated entities) is based on the Schedule 13G/A filed by this person on February 13, 2024. The Vanguard Group has shared voting power as to 32,947 shares, sole dispositive power as to 2,714,660 shares and shared dispositive power as to 105,852 shares.

⁽⁴⁾

Information as to this person is based on the Schedule 13G/A filed by this person on December 6, 2024. BlackRock, Inc. has sole voting power as to 2,265,843 shares and sole dispositive power as to 2,479,028 shares.

⁽⁵⁾

Includes options to purchase 63,877 shares, RSUs representing 10,930 shares, PSUs representing 22,154 shares and MSUs representing 22,350 shares. The Lansing Revocable Trust holds 322,882 shares.

⁽⁶⁾

Includes options to purchase 3,867 shares, RSUs representing 2,666 shares, PSUs representing 5,112 shares and MSUs representing 5,168 shares. The Scadina Revocable Trust holds 85,081 shares.

⁽⁷⁾

Includes RSUs representing 3,872 shares, PSUs representing 7,328 shares and MSUs representing 7,412 shares.

⁽⁸⁾

Includes RSUs representing 2,666 shares, PSUs representing 5,112 shares and MSUs representing 5,168 shares. The Richard S. Deal Revocable Trust holds 49,314 shares.

⁽⁹⁾

Includes options to purchase 7,449 shares. The John Hamm and Joanna Rees Trust holds 20,118 shares.

⁽¹⁰⁾

Includes options to purchase 5,810 shares.

⁽¹¹⁾

Includes options to purchase 715 shares. The Kirsner Family Trust holds 13,002 shares.

⁽¹²⁾

Includes options to purchase 6,567 shares.

⁽¹³⁾

Includes options to purchase 5,034 shares.

⁽¹⁴⁾

Includes options to purchase 3,567 shares.

⁽¹⁵⁾

Includes RSUs representing 1,359 shares, PSUs representing 1,128 shares and MSUs representing 1,128 shares.

⁽¹⁶⁾

Includes RSUs representing 3,170 shares.

⁽¹⁷⁾

Reflects all options, RSUs, PSUs, MSUs and shares held directly and indirectly by individuals or entities listed in the table, referenced in footnotes 5 through 16 above, plus additional options to purchase 8,667 shares, RSUs representing 2,875 shares, PSUs representing 5,036 shares and MSUs representing 5,092 shares held by executive officers who are not individually listed in this table.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did I receive this proxy statement?

The Board of Directors is soliciting your proxy to vote at the Annual Meeting to be held on March 5, 2025, because you were a stockholder of Fair Isaac Corporation at the close of business on January 6, 2025, the record date, and are entitled to vote at the meeting.

This proxy statement, the proxy card and the Annual Report (collectively, the “Proxy Material”) are being mailed to stockholders beginning on or about January 27, 2025. The proxy statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the “stockholder of record” with respect to those shares. We sent the Proxy Material directly to you. You have the right to vote these shares directly.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. In this case, the Proxy Material has been forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or the internet.

What am I voting on and how does the Board recommend that I vote?

Election of eight directors: Braden R. Kelly, Fabiola R. Arredondo, William J. Lansing, Eva Manolis, Marc F. McMorris, Joanna Rees, David A. Rey, and H. Tayloe Stansbury;

Approval of the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement;

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025; and

Any other such business as may properly come before the meeting or any adjournment thereof.

The Board recommends a vote FOR each of the nominees to the Board of Directors, FOR the approval of the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in this proxy statement, and FOR the ratification of Deloitte’s appointment as independent registered public accounting firm for the fiscal year ending September 30, 2025.

What is the voting requirement to elect the directors (Proposal 1)?

To be elected, the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company requires that all nominees submit an irrevocable letter of resignation as a condition to being named as a nominee, which resignation will be effective if (i) the nominee fails to receive a sufficient number of votes to be elected and (ii) the Board accepts such resignation. Cumulative voting for the election of directors is not permitted. Abstentions will not be counted “FOR” or “AGAINST” a nominee. Your broker or other nominee does not have discretionary authority to vote your shares on the election of directors, so any shares you hold in street name will not be cast if your broker, bank, trust or other nominee does not receive voting instructions from you. Therefore, broker non-votes will be counted toward the presence of a quorum but will not be counted “FOR” or “AGAINST” a nominee. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.

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What is the voting requirement for advisory approval of the named executive officer compensation as disclosed in this proxy statement (Proposal 2)?

The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary for advisory approval of the named executive officer compensation as disclosed in this proxy statement. Because your vote on executive compensation is advisory, it will not be binding upon the Company or the Board of Directors. However, the LDCC will take into account the outcome of the vote when considering future executive officer compensation programs. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does not have discretionary authority to vote your shares on compensation-related proposals, so any shares you hold in street name will not be cast if your broker, bank, trust or other nominee does not receive voting instructions from you. Therefore, broker non-votes will be counted toward the presence of a quorum but will not be counted “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.

What is the voting requirement to ratify the appointment of Deloitte (Proposal 3)?

The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting is necessary to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending September 30, 2025. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Your broker or other nominee does have discretionary authority to vote your shares on Proposal 3, even if the broker or other nominee does not receive voting instructions from you. Therefore, we do not expect any broker non-votes with respect to Proposal 3. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will tabulate affirmative votes, negative votes, abstentions and broker non-votes.

What if other business is properly brought before the Annual Meeting for stockholder action?

The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters are properly brought before the Annual Meeting, the persons named as proxies in the accompanying proxy card will have discretion with respect to how to vote the shares represented by them.

How many votes do I have?

You are entitled to one vote for each share of common stock that you hold for each nominee for director and for each other matter presented for a vote at the Annual Meeting. There is no cumulative voting.

How do I vote my shares?

If you are a stockholder of record, you may vote by proxy prior to the Annual Meeting by marking, signing, dating and returning the proxy card, or by following the internet or telephone voting instructions on the proxy card. You many also attend the Annual Meeting and vote in person.

If you are a beneficial owner of shares held in street name, may vote by proxy prior to the Annual Meeting by following the instructions you receive from the broker, bank or nominee that is considered the stockholder of record with respect to those shares. If you would like to vote at the Annual Meeting, must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the meeting.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by:

•

Sending written notice of revocation to the Corporate Secretary of FICO, 181 Metro Drive, Suite 700, San Jose, California 95110;

•

Submitting a new proxy by telephone, internet or paper ballot after the date of the revoked proxy; or

•

Attending the Annual Meeting and voting in person.

Fair Isaac Corporation l 2025 Proxy Statement 91

Proxy

Summary

Board of

Directors

Corporate

Governance

Executive

Compensation

Audit Committee

Matters

Stock

Ownership

Other

Matters

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

Is my vote confidential?

Any proxy, ballot or other voting material that identifies the particular vote of a stockholder and contains the stockholder’s request for confidential treatment will be kept confidential, except in the event of a contested proxy solicitation or as may be required by law. We may be informed whether or not a particular stockholder has voted and will have access to any comment written on a proxy, ballot or other material and to the identity of the commenting stockholder. The inspector of election will be an independent third party not under our control.

What constitutes a quorum?

As of the record date, 24,442,840 shares of FICO common stock were issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum. Abstentions and broker non-votes will be counted in determining if there is a quorum.

Who can attend the Annual Meeting?

All stockholders as of the record date may attend the Annual Meeting but must have an admission ticket. If you are a stockholder of record, the ticket attached to the proxy card will admit you. If you are a beneficial owner, you may request a ticket by writing to the Corporate Secretary, 181 Metro Drive, Suite 700, San Jose, California 95110. You must provide evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee. Stockholders who arrive at the Annual Meeting without an admission ticket will be required to present identification matching the corresponding stockholder account name at the registration table located outside the meeting room. If you are a stockholder whose shares are held by a bank, broker or other nominee, you will be asked to certify to such ownership at the registration table prior to the Annual Meeting.

What are FICO’s costs associated with this proxy solicitation?

We have hired Innisfree M&A Incorporated to assist in the solicitation of votes for $20,000 plus reasonable out-of-pocket expenses. FICO employees, officers and directors may also solicit proxies. We will bear the expense of preparing, printing and mailing the Proxy Material, and reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of common stock.

How can I obtain the Company’s corporate governance information?

The following FICO corporate governance documents are available on the “Investors” page of our website at www.fico.com and are also available in print and free of charge to any stockholder who requests them:

•

Corporate Governance Guidelines;

•

Board Committee Charters — Audit Committee; Governance, Nominating and Executive Committee; and Leadership Development and Compensation Committee;

•

Code of Business Conduct and Ethics;

•

Code of Ethics for Senior Financial Management; and

•

Director Independence Criteria.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, MARCH 5, 2025: The Proxy Material is located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.

Fair Isaac Corporation l 2025 Proxy Statement 92

Proxy

Summary

Board of

Directors

Corporate

Governance

Executive

Compensation

Audit Committee

Matters

Stock

Ownership

Other

Matters

OTHER INFORMATION

Stockholder Communications with Directors

Stockholders and other interested parties may communicate with non-employee directors by sending written communications to the Board of Directors or specified individual directors by addressing their communications to the Corporate Secretary, Fair Isaac Corporation, 181 Metro Drive, Suite 700, San Jose, California 95110. The communications will be collected by the Corporate Secretary and delivered, in the form received, to the presiding director, or, if so addressed, to a specified director.

Stockholder Proposals and Nominations of Directors

Under the SEC rules, if a stockholder wants us to include a proposal in our proxy statement and proxy card for our 2026 annual meeting of stockholders, the proposal must be received by our Corporate Secretary, 5 West Mendenhall, Suite 105, Bozeman, Montana 59715, no later than 5:00 P.M. local time on September 29, 2025, to be considered for inclusion in the proxy statement and proxy card for that meeting. Stockholder communications to the Board, including any such communications relating to director nominees, may also be addressed to our Corporate Secretary at that address.

In order for business, other than a stockholder proposal included in our proxy statement and proxy card, to be properly brought by a stockholder before the 2026 annual meeting, the stockholder must give timely written notice thereof to the Corporate Secretary and must otherwise comply with our Bylaws. Our Bylaws provide that, to be timely, a stockholder’s notice must be received by our Corporate Secretary at our principal executive offices no fewer than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting. In the case of an annual meeting which is held more than 25 days before or after such anniversary date, in order for notice by the stockholder to be considered timely, it must be received no later than the close of business on the 10th day following the date of the first public announcement of the date of the annual meeting.

In addition to satisfying the foregoing requirements, in order to comply with the universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees for election at the 2026 annual meeting, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 5, 2026.

Householding

We may deliver just one proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. This practice, which is commonly referred to as “householding,” is permitted by Rule 14a-3(e)(1) under the Exchange Act. It helps to reduce costs, clutter and paper waste for us and our stockholders.

However, we will promptly deliver a separate copy if requested by any stockholder at a shared address subject to householding. Requests for additional copies of this proxy statement should be directed in writing to Broadridge Financial Solutions, Inc., Attn. Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at 1-866-540-7095.

In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy of any future proxy materials by contacting the Corporate Secretary at 181 Metro Drive, Suite 700, San Jose, California 95110 (if your shares are registered in your own name) or your bank, broker or other nominee (if your shares are registered in their name).

Internet Access to Proxy Materials

The proxy materials are located on the “Investors” page of our website at www.fico.com, and at the following cookies-free website that can be accessed anonymously: https://fico.gcs-web.com/corporate-information.

Fair Isaac Corporation l 2025 Proxy Statement 93

Proxy

Summary

Board of

Directors

Corporate

Governance

Executive

Compensation

Audit Committee

Matters

Stock

Ownership

Other

Matters

Requesting a Copy of the Company’s Annual Report on Form 10-K

We will mail without charge, upon written request, a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, including the consolidated financial statements, schedules and list of exhibits and any particular exhibit specifically requested. Requests should be sent to: Fair Isaac Corporation, 181 Metro Drive, Suite 700, San Jose, California 95110, Attn: Investor Relations. The Annual Report on Form 10-K is also available on the “Investors” page of our website at www.fico.com.

Fair Isaac Corporation l 2025 Proxy Statement 94

APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA is referenced in the proxy statement to which this Appendix A is attached, and means GAAP net income, adjusted for certain items, as set forth in the reconciliation below. Adjusted EBITDA is a non-GAAP financial measure and is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company’s definition of this measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

The following table contains a reconciliation of net income to Adjusted EBITDA for the fiscal years ended September 30, 2024 and 2023:



(in thousands)	Year Ended September 30, 2024			Year Ended September 30, 2023

GAAP net income		$	512,811		$	429,375

Adjustments:

Interest expense, net			105,638			95,546

Provision for income taxes			129,214			124,248

Other expense (income), net⁽¹⁾			(3,310)			(1,416)

Amortization of intangible assets			917			1,100

Depreciation			9,397			10,105

Stock-based compensation expense			149,439			123,847

Gain on product line asset sale			-			(1,941)

Adjusted EBITDA		$	904,106⁽²⁾		$	780,864

⁽¹⁾	Excludes gains and losses from securities held under a supplemental retirement and savings plan for certain officers and senior management employees, as the offsetting entries are included (as compensation expenses) in operating expenses, resulting in a net zero impact to the company’s net income.

⁽²⁾	This amount was rounded down to $904.1 million for purposes of the LDCC’s determinations related to the Adjusted EBITDA metric under the fiscal 2024 short-term cash incentive awards and the fiscal 2024 performance period for the PSUs.

Free cash flow is referenced in the proxy statement to which this Appendix A is attached, and means GAAP net cash provided by operating activities, less capital expenditures, as set forth in the reconciliation below. Free cash flow is a non-GAAP financial measure and is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company’s definition of this measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

The following table contains a reconciliation of net cash provided by operating activities to free cash flow for the fiscal years ended September 30, 2024 and 2023:



(in thousands)	Year Ended September 30, 2024			Year Ended September 30, 2023

GAAP net cash provided by operating activities		$	632,964		$	468,915

Reduced by cash flow items:

Capital expenditures			25,551			4,237

Free Cash Flow		$	607,413		$	464,678

LOGO

FICO® FAIR ISAAC CORPORATION ATTN: CARRIE H. DARLING 181 METRO DRIVE, SUITE 700 SAN JOSE, CA 95110 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V60960-P20664 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FAIR ISAAC CORPORATION The Board of Directors recommends you vote FOR the following Nominees: 1. To elect eight directors to serve until the 2026 Annual Meeting and thereafter until their successors are elected and qualified. For For Against Abstain 1a. Braden R. Kelly [ ] [ ] [ ] 1b. Fabiola R. Arredondo [ ] [ ] [ ] 1c. William J. Lansing [ ] [ ] [ ] 1d. Eva Manolis [ ] [ ] [ ] 1e. Marc F. McMorris [ ] [ ] [ ] 1f. Joanna Rees [ ] [ ] [ ] 1g. David A. Rey [ ] [ ] [ ] 1h. H. Tayloe Stansbury Yes No Please indicate if you plan to attend this meeting. [ ] [ ] The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To approve the advisory (non-binding) resolution relating to the named executive officer compensation as disclosed in the proxy statement. [ ] [ ] [ ] 3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025. [ ] [ ] [ ] 4. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Each stockholder may be asked to present valid picture identification, such as a driver’s license or employee identification badge, in addition to this admission ticket. Admission Ticket FAIR ISAAC CORPORATION 2025 ANNUAL MEETING OF STOCKHOLDERS ADMISSION TICKET Please present this ticket for admittance of the stockholder(s) named on the reverse side. Admittance will be based upon availability of seating. NON-TRANSFERABLE Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V60961-P20664 FAIR ISAAC CORPORATION Annual Meeting of Stockholders March 5, 2025 This proxy is solicited by the Board of Directors The undersigned hereby appoints William J. Lansing, Mark R. Scadina and Carrie H. Darling, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all the shares of Common Stock of Fair Isaac Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on March 5, 2025, or any postponement or adjournment thereof. THIS PROXY WHEN EXECUTED WILL BE VOTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE ON THE EXECUTED PROXY, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. Continued and to be signed on reverse side

Cover	12 Months Ended
Cover	Sep. 30, 2024
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	FAIR ISAAC CORPORATION
Entity Central Index Key	0000814547

Pay vs Performance Disclosure

12 Months Ended

Sep. 30, 2024

USD ($)

Sep. 30, 2023

USD ($)

Sep. 30, 2022

USD ($)

Sep. 30, 2021

USD ($)

Pay vs Performance Disclosure, Table

PAY VERSUS

PERFORMANCE

In accordance with Item 402(v) of Regulation

S-K,

we are providing the following information regarding the relationship between the compensation of our CEO (or Principal Executive Officer (“PEO”)) and other named executive officers

(“Non-PEO

“pay-for-performance”

philosophy and how executive compensation aligns with the Company’s performance, refer to the Compensation Discussion and Analysis section of this proxy statement.

	$		$		$		$		$		$		$		$
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%

(1)	NEOs included in these columns reflect the following:


Year	PEO	Non-PEO NEOs

2024	Mr. Lansing	Mr. Weber, Mr. Deal, Mr. Scadina, and Mr. Wehmann

2023	Mr. Lansing	Mr. Weber, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. McLaughlin

2022	Mr. Lansing	Mr. McLaughlin, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. Moldt

2021	Mr. Lansing	Mr. McLaughlin, Ms. Covert, Mr. Wehmann, and Mr. Moldt

(2)	Amounts reflect the total compensation for our PEO, and the average total compensation of our Non-PEO NEOs, as reported in the Summary Compensation Table for each applicable fiscal year.

(3)

Non-PEO

(i) for fiscal 2024, expected volatility between 36.4% - 40.9% and risk-free interest rate between

3.58

% - 4.87%;

(ii) for fiscal 2023, expected volatility between 36.6% - 41.1% and risk-free interest rate between 4.53% - 5.49%;

(iii) for fiscal 2022, expected volatility 44.2% and risk-free interest rate between 3.20% - 4.19%; and

(iv) for fiscal 2021, expected volatility 42.7% and risk-

free

interest rate between 0.05% - 0.32%.

For PSUs, which have metrics related to Adjusted Revenue and Adjusted EBITDA, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.

For a discussion of the assumptions made in the valuation of these awards at grant, see Note 12 to the Consolidated Financial Statements included in our Annual Report on

Form 10-K

filed with the SEC on November 6, 2024. For each fiscal year reflected, the “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the

Non-PEO

NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of

Regulation S-K.

None of our NEOs participate in a pension plan; therefore, no adjustment from the Summary Compensation Table total related to pension value was made.


	PEO

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)
Summary Compensation Table Total for PEO		35,321,363		66,349,962		18,913,781		19,429,745

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(33,311,064)		(48,996,329)		(16,942,011)		(17,458,576)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		(15,347,003)		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		79,637,186		96,247,570		23,898,368		14,491,303

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		167,553,343		39,425,963		3,472,867		(5,508,726)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		18,603,564		17,474,214		201,749		7,491,858

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		—		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Compensation Actually Paid for PEO		267,804,394		155,154,377		29,544,755		18,445,604


	NON-PEO NEOS

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)

Average of Summary Compensation Table Total for Non-PEO NEOs		7,765,190		7,236,681		7,033,248		7,034,096

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(6,996,111)		(6,578,189)		(6,293,097)		(6,235,329)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		—		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		16,725,693		9,468,316		8,877,029		5,175,567

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		16,499,239		8,481,736		944,482		(869,504)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		4,267,068		3,371,020		143,642		844,067

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		(1,701,020)		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Average Compensation Actually Paid for Non-PEO NEOs		38,261,079		20,278,836		10,705,303		5,948,897

(4)

10-K

for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation

S-K.

(5)	Amounts reflect our net income as reported in our audited financial statements for the applicable fiscal year.

(6)

Non-PEO

one-year

period less the TSR of the Russell 3000 Index.

Company Selected Measure Name

FICO TSR Relative to Russell 3000 TSR

Named Executive Officers, Footnote

(1)	NEOs included in these columns reflect the following:


Year	PEO	Non-PEO NEOs

2024	Mr. Lansing	Mr. Weber, Mr. Deal, Mr. Scadina, and Mr. Wehmann

2023	Mr. Lansing	Mr. Weber, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. McLaughlin

2022	Mr. Lansing	Mr. McLaughlin, Ms. Covert, Mr. Scadina, Mr. Wehmann, and Mr. Moldt

2021	Mr. Lansing	Mr. McLaughlin, Ms. Covert, Mr. Wehmann, and Mr. Moldt

Peer Group Issuers, Footnote

10-K

for the fiscal year ended September 30, 2024, pursuant to Item 201(e) of Regulation

S-K.

PEO Total Compensation Amount

$ 35,321,363

$ 66,349,962

$ 18,913,781

$ 19,429,745

PEO Actually Paid Compensation Amount

$ 267,804,394

155,154,377

29,544,755

18,445,604

Adjustment To PEO Compensation, Footnote


	PEO

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)
Summary Compensation Table Total for PEO		35,321,363		66,349,962		18,913,781		19,429,745

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(33,311,064)		(48,996,329)		(16,942,011)		(17,458,576)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		(15,347,003)		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		79,637,186		96,247,570		23,898,368		14,491,303

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year that Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		167,553,343		39,425,963		3,472,867		(5,508,726)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		18,603,564		17,474,214		201,749		7,491,858

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		—		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Compensation Actually Paid for PEO		267,804,394		155,154,377		29,544,755		18,445,604

Non-PEO NEO Average Total Compensation Amount

$ 7,765,190

7,236,681

7,033,248

7,034,096

Non-PEO NEO Average Compensation Actually Paid Amount

$ 38,261,079

20,278,836

10,705,303

5,948,897

Adjustment to Non-PEO NEO Compensation Footnote


	NON-PEO NEOS

	Fiscal 2024 ($)		Fiscal 2023 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)

Average of Summary Compensation Table Total for Non-PEO NEOs		7,765,190		7,236,681		7,033,248		7,034,096

Less: Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year		(6,996,111)		(6,578,189)		(6,293,097)		(6,235,329)

Less: Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year		—		—		—		—

Add: Fair Value at Covered Fiscal Year-End of Outstanding Unvested Awards Granted in Covered Fiscal Year		16,725,693		9,468,316		8,877,029		5,175,567

Add: Fair Value at Vesting of Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year		—		—		—		—

Add/Subtract: Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year		16,499,239		8,481,736		944,482		(869,504)

Add: Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year		4,267,068		3,371,020		143,642		844,067

Less: Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year		—		(1,701,020)		—		—

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation for Covered Fiscal Year		—		—		—		—

Average Compensation Actually Paid for Non-PEO NEOs		38,261,079		20,278,836		10,705,303		5,948,897

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs over the four covered fiscal years compared to the cumulative TSR performance of both the Company and the Peer Group.

Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) and Net Income

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs compared to net income over the four covered fiscal years.

Compensation Actually Paid vs. Company Selected Measure

Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) and Relative

One-Year

TSR

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs compared to our relative

one-year

TSR.

Total Shareholder Return Vs Peer Group

Relationship Between Compensation Actually Paid for PEO and

Non-PEO

NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

The graph below illustrates the relationship between “Compensation Actually Paid” to our PEO and on average to our

Non-PEO

NEOs over the four covered fiscal years compared to the cumulative TSR performance of both the Company and the Peer Group.

Tabular List, Table

Tabular List of Most Important Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and our

Non-PEO

NEOs for the fiscal year ended September 30, 2024 to Company performance. The measures in this table are not ranked.

One-year

TSR relative to Russell 3000 Index

Adjusted Revenue

Adjusted EBITDA

Total Shareholder Return Amount

$ 456.9

204.18

96.86

93.55

Peer Group Total Shareholder Return Amount

132.28

109.39

75.34

121.98

Net Income (Loss)

$ 512,800,000

$ 429,400,000

$ 373,500,000

$ 392,100,000

Company Selected Measure Amount

123.78

92.3

22.37

(36.51)

PEO Name

Mr. Lansing

Measure:: 1

Name

One-year TSR relative to Russell 3000 Index

Measure:: 2

Name

Adjusted Revenue

Measure:: 3

PEO | Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year [Member]

Name

Adjusted EBITDA

PEO | Grant Date Fair Value of Option Awards Granted in Covered Fiscal Year [Member]

$ (33,311,064)

$ (48,996,329)

$ (16,942,011)

$ (17,458,576)

PEO | Fair Value at Covered Fiscal Year End of Outstanding Unvested Awards Granted in Covered Fiscal Year [Member]

(15,347,003)

PEO | Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year [Member]

79,637,186

96,247,570

23,898,368

14,491,303

PEO | Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year [Member]

167,553,343

39,425,963

3,472,867

(5,508,726)

Non-PEO NEO | Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year [Member]

18,603,564

17,474,214

201,749

7,491,858

Non-PEO NEO | Fair Value at Covered Fiscal Year End of Outstanding Unvested Awards Granted in Covered Fiscal Year [Member]

(6,996,111)

(6,578,189)

(6,293,097)

(6,235,329)

Non-PEO NEO | Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Awards Granted in Prior Fiscal Years That Were Unvested at End of Covered Fiscal Year [Member]

16,725,693

9,468,316

8,877,029

5,175,567

Non-PEO NEO | Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Awards Granted in Prior Fiscal Years For Which All Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year [Member]

16,499,239

8,481,736

944,482

(869,504)

Non-PEO NEO | Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year [Member]

$ 4,267,068

3,371,020

$ 143,642

$ 844,067