Fair Isaac (FICO) 8-KTayloe Stansbury Joins FICO’s Board of Directors

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 22, 2023

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 406-982-7276

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On August 22, 2023, Fair Isaac Corporation (the “Company”) elected Henry Tayloe Stansbury to the Board of Directors (the “Board”) of the Company as an independent director, effective immediately, to fill the vacancy resulting from the Board increasing the size of the Board from eight to nine members. Mr. Stansbury will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Stansbury will also serve on the Audit Committee of the Board.

Mr. Stansbury has served as the Chief Executive Officer of Kaleidescape, Inc., a provider of high-end movie players and servers, since November 2020. Prior to that, Mr. Stansbury served as interim Chief Executive Officer of Watermark Insights, LLC, a provider of software solutions for higher education, from July 2020 to November 2020. From May 2009 to May 2019, Mr. Stansbury served in various roles at Intuit Inc., an accounting and tax software company, including Executive Vice President and Chief Technology Officer. Mr. Stansbury holds an A.B. in Applied Mathematics from Harvard University.

There are no arrangements or understandings between Mr. Stansbury and any other persons pursuant to which Mr. Stansbury was elected as a director of the Company. Mr. Stansbury has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.

Mr. Stansbury will participate in the Company’s Compensation Program for Non-Employee Directors, as disclosed in the definitive proxy statement relating to the Company’s 2023 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on January 25, 2023. In connection with his election to the Board, on August 22, 2023, Mr. Stansbury received 50% of his initial award value of $460,000 in non-qualified stock options and 50% in restricted stock units, which vest in increments of one-third on each of the first three anniversaries of his election to the Board.

Mr. Stansbury will also enter into the Company’s standard Indemnity Agreement with other directors, a copy of which was filed as Exhibit 10.49 to the Company’s Form 10-K for the fiscal year ended September 30, 2002.

A press release, dated August 24, 2023, announcing Mr. Stansbury’s election as a director is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 24, 2023