David A. Rey
FAIR ISAACAbout David A. Rey
Independent director at FICO since 2011 (14 years of board service), aged 74. Rey chairs the Audit Committee and sits on the Governance, Nominating and Executive Committee. He holds a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley. Core credentials cited by FICO: strategy development, financial expertise, cybersecurity oversight and international business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Executive Vice President and Chief Client Relationship Officer | 2008–2011 | Senior client/operating leadership experience relevant to regulated industries overseen by FICO’s Audit Committee |
| Accenture Ltd | Employee → Partner | 1972–2008 | Deep consulting, financial and operational expertise; informs Audit chair responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company boards disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all three standing committees consist entirely of independent directors under SEC and NYSE rules |
| Committees | Audit Committee (Chair); Governance, Nominating and Executive Committee (Member) |
| Committee workloads (FY2024) | Audit: 8 meetings; GNEC: 4 meetings |
| Audit Committee expertise | Board determined Rey is an “audit committee financial expert”; Audit oversees financial reporting integrity, auditor independence/performance, compliance program, and cybersecurity risk oversight |
| Audit Committee report | Signed by Rey (Chair) recommending inclusion of audited financials in the 10‑K after discussions with Deloitte on independence and required communications |
| Board attendance | Board met 4 times in FY2024; each director attended at least 75% of the aggregate of board and committee meetings; all directors standing for election attended the 2024 annual meeting |
| Board leadership | Independent Chairman (Braden Kelly); independent directors meet in executive session at each regular board meeting |
Fixed Compensation (Director)
| Component (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Base annual retainer (program level) | $60,000 | Paid quarterly in arrears; directors may elect options in lieu of cash |
| Committee chair retainer (program level) | $25,000 | Audit/LDCC/GNEC chairs |
| Committee member retainer (program level) | $15,000 | Non-chair members |
| Independent Chairman additional retainer (program level) | $100,000 | Applies to Chair of the Board (not Rey) |
| Rey—Fees earned/paid in cash (FY2024) | $90,000 | Includes $70,000 cash plus $20,000 elected into options (46 options) |
Performance Compensation (Director Equity)
| Equity Element | Value/Structure | Vesting/Terms |
|---|---|---|
| Annual director equity grant (program level) | $280,000 in options; committee chairs receive additional $30,000 options | One-year cliff vesting to next annual meeting; directors can elect 50% or 100% RSUs instead of options (RSUs vest on one-year cliff) |
| Initial new-director grant (program level) | $560,000 delivered as options (electable 50%/100% into RSUs) | Three-year ratable vesting |
| Rey—Stock awards (FY2024) | $165,612 | Grant date fair value under ASC 718 |
| Rey—Option awards (FY2024) | $155,571 | Grant date fair value under ASC 718 |
| Rey—Outstanding director RSUs (9/30/24) | 128 units | Outstanding balance disclosed |
| Rey—Outstanding director options (9/30/24) | 10,064 options | Outstanding balance disclosed |
Other Directorships & Interlocks
- Current public company boards: none disclosed .
- Compensation committee interlocks: FICO discloses none for LDCC; Rey is not on LDCC .
- Related-party transactions: None in fiscal 2024 under FICO’s Related Persons Transaction Policy (Audit Committee reviews such items) .
Expertise & Qualifications
- Financial expert designation and Audit Committee chair; cybersecurity risk oversight sits with Audit (committee explicitly oversees cybersecurity risk) .
- Background in large-scale operations and client leadership (UnitedHealth) and consulting (Accenture), aligning with FICO’s risk, compliance, and technology oversight needs .
- International business, strategy, and financial expertise listed in his board profile .
Equity Ownership
| Holder | Beneficial Ownership | Percent | Footnotes/Breakdown |
|---|---|---|---|
| David A. Rey | 6,711 shares | <1% | Includes options to purchase 5,034 shares; beneficial ownership as of Nov 29, 2024; 24,348,104 shares outstanding baseline |
| Stock ownership guidelines (directors) | 7× base retainer within 5 years | — | All directors meet or are making acceptable progress |
| Hedging/pledging | Hedging and short sales prohibited by policy | — | Insider trading policy prohibits hedging/short sales; no specific pledging disclosure for Rey noted |
Governance Assessment
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Strengths
- Independent Audit Chair with financial expert designation; committee met 8× in FY2024 and oversees cybersecurity risk—positive for risk oversight and investor confidence .
- High board independence; independent chair; regular executive sessions; strong attendance record—signals effective oversight .
- Director compensation structure is balanced: modest cash retainers with equity that vests to next annual meeting; robust director ownership guideline (7× retainer) enhances alignment .
- No related-party transactions in FY2024; hedging and short-sales prohibited—reduces conflict/alignment risks .
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Watch items / potential red flags
- Say‑on‑pay support was 58% in 2024, reflecting shareholder concern (primarily around a one‑time CEO award); the board undertook outreach and tightened practices (e.g., no future one‑time awards absent extraordinary circumstances; rTSR comparator moved to S&P 500; higher hurdle at 55th percentile; reduced individual bonus max) .
- Director equity delivery includes options; while FICO bans hedging and short sales, there is no explicit pledging disclosure—investors may seek confirmation of a no‑pledging policy for directors; no pledge by Rey is disclosed .
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Overall view
- Rey’s long-tenured, financially sophisticated Audit Committee leadership, cybersecurity oversight remit, and absence of conflicts support board effectiveness and investor confidence. The board’s response to the 2024 say‑on‑pay result indicates active engagement and willingness to adjust compensation governance, though investors will look for sustained improvement in support levels at the next vote .