Braden R. Kelly
FAIR ISAACAbout Braden R. Kelly
Braden R. Kelly, 54, is FICO’s independent Chairman of the Board (since Feb 2016) and a director since 2013. He is a private equity investor (Partner, Health Evolution Partners; former Partner/Managing Director at General Atlantic; earlier M&A banker at Morgan Stanley) and holds a BBA in finance and business economics from the University of Notre Dame . He is classified as independent, presides over executive sessions, and provides board-level oversight separate from the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Evolution Partners | Partner | 2015–Present | Investor; healthcare private equity focus |
| Health Evolution Partners | Investment Partner | 2013–2014 | Investment leadership |
| Health Evolution Partners | Senior Advisor | 2008–2013 | Strategic advisory |
| General Atlantic Partners LLC | Partner & Managing Director | 1995–2006 | Global growth equity investing |
| Morgan Stanley & Co. | M&A/Restructuring (Investment Banking) | 1993–1995 | Transaction execution |
External Roles
| Category | Current status |
|---|---|
| Public company boards | None disclosed (Other Public Company Boards: 0) |
Board Governance
- Roles and independence: Independent Chairman; Director since 2013; independent status confirmed. Chairs the Governance, Nominating and Executive Committee (GNEC) and serves on the Leadership Development & Compensation Committee (LDCC) .
- Board leadership: FICO separates Chair and CEO; the Chair (Kelly) sets agendas with management, presides at board/stockholder meetings and executive sessions, facilitates board–management and investor communication .
- Attendance: In FY2024 the Board met 4 times and each director attended at least 75% of board and assigned committee meetings; independent director executive sessions occur at each regular meeting and are presided over by Kelly .
- Committee structure and activity:
- Audit (all independent): 8 meetings; oversight of financial reporting, auditor, internal audit, compliance, cybersecurity risk; all members deemed financially literate and AC financial experts .
- LDCC (all independent): 6 meetings; oversees executive and director pay, succession, HCM policies; confirmed no interlocks/insider participation .
- GNEC (all independent): 4 meetings; oversees board composition, evaluations, governance guidelines, director compensation recommendations, and can act within thresholds on investment/budget/capital/asset dispositions .
- Shareholder engagement signal: Say‑on‑pay support in 2024 was 58%; the Chair and LDCC led outreach to 33 holders (63% of shares), held meetings with 12 (29% of shares) with director participation, and committed to avoid future one‑time CEO awards absent extraordinary circumstances. Program changes include cutting the individual MIP factor cap from 200%→150%, shifting MSU rTSR comparator to S&P 500, and requiring 55th percentile for target .
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Base annual cash retainer (non‑employee directors) | $60,000 | Paid quarterly in arrears unless elected in options |
| Independent Chairman additional retainer | $100,000 | Cash unless elected in options |
| Committee chair fee (Audit, LDCC, GNEC) | $25,000 | Per chair role |
| Committee member fee (non‑chair) | $15,000 | Per committee |
| Kelly – FY2024 cash fees | $200,000 | Reflects board, committee, independent chair and committee chair retainers |
Performance Compensation
| Item | Amount/Policy | Vesting/Structure |
|---|---|---|
| Initial equity upon board election | Options equal to $560,000 Black‑Scholes value; election to convert 50%/100% to RSUs | 3‑year ratable vesting; RSU count based on option value/RSU value |
| Annual equity (re‑elected directors) | Options equal to $280,000; committee chairs get additional $30,000; election to convert 50%/100% to RSUs | 1‑year cliff vesting; equity vests at successive annual meetings |
| Kelly – FY2024 stock awards | $329,929 | Reported in Stock Awards; Option Awards $0 |
| Outstanding director awards at 9/30/2024 | Kelly: 255 RSUs; 9,693 options | Outstanding awards detail by director |
Note: Non‑employee director equity is time‑based (no performance metrics). Directors may elect RSUs vs options; vesting schedules serve retention and alignment rather than pay‑for‑performance constructs .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public boards (Kelly) | None |
| LDCC interlocks | None; no LDCC members served as officers; no cross‑board compensation interlocks with FICO executives |
Expertise & Qualifications
- Financial expertise; Investment experience; Technology leadership; Strategy development; M&A; International business .
- Board competencies matrix indicates the board (post‑meeting composition) includes strong technology and financial expertise; AI, SaaS, and cloud oversight present across nominees .
Equity Ownership
| Holder | Beneficial ownership (#) | % of outstanding | Notes |
|---|---|---|---|
| Braden R. Kelly | 15,342 | ~0.06% (15,342 / 24,348,104) | Includes options to purchase 5,810 shares; shares outstanding as of 11/29/2024: 24,348,104 |
| Director stock ownership guideline | 7× base annual retainer within 5 years | All directors meet or are making acceptable progress | |
| Outstanding director equity (at 9/30/2024) | 255 RSUs; 9,693 options (Kelly) | Equity awards outstanding disclosure |
Governance Assessment
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Strengths
- Independent Chair with defined responsibilities (agenda setting, executive sessions, investor access), supporting robust oversight and board effectiveness .
- Active committee leadership: Kelly chairs GNEC (director composition, evaluation, governance guidelines, director pay recommendations; limited transactional authority), and serves on LDCC (executive pay, succession, HCM), pointing to high engagement in governance levers .
- Attendance and process: All directors ≥75% attendance; annual board/committee and individual self‑evaluations; regular independent executive sessions .
- Alignment policies: Director 7× retainer ownership guideline; prohibition on hedging/short sales; annual elections; majority voting with resignation policy; no poison pill .
- Conflict controls: Written related‑party transactions policy; no related‑person transactions in FY2024 .
-
Watch items / RED FLAGS
- 2024 say‑on‑pay received 58% support (low vs norms); however, the Chair and LDCC led direct engagement and implemented design changes (reining in individual bonus cap; raising rTSR rigor; shifting to S&P 500) and committed to avoid one‑time CEO awards absent extraordinary circumstances—positive remediation signal to investors .
- Shareholder rights mix includes: no ability for shareholders to call special meetings; 66.67% threshold to amend charter/bylaws—can be viewed as less shareholder‑friendly, though offset by absence of classified board/poison pill and majority voting .
Overall, Kelly’s independent chairmanship, committee leadership (GNEC chair; LDCC member), and documented engagement in shareholder outreach underpin board oversight quality. No related‑party transactions and robust ownership/hedging policies reduce conflict risks; the board’s responsive actions to the 2024 say‑on‑pay outcome improve investor confidence in governance processes .