Eva Manolis
FAIR ISAACAbout Eva Manolis
Independent director at FICO since 2018; age 61. Former Amazon.com Vice President with technical and operating leadership spanning consumer internet and SaaS. Holds B.S. and M.S. in Electrical Engineering from Brown University. Current skills cited by FICO: executive leadership, technology leadership, and cloud-based software experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | Vice President | 2010–2016 | Senior operating leadership in consumer internet |
| Amazon.com, Inc. | Various management positions | 2005–2010 | Product/ops leadership |
| KeepMedia Inc. | Senior Vice President | 2002–2005 | Digital media leadership |
| Shutterfly, Inc. | Senior Vice President | 1999–2002 | Consumer tech operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRobot Corporation | Director | Since 2019 | Not disclosed |
| Shutterfly, Inc. | Director (prior) | 2016–2019 | Past board service; note interlock with FICO CEO William Lansing (Shutterfly director 2017–2019) |
Board Governance
- Independence: FICO lists Manolis as independent; all standing committees consist entirely of independent directors under NYSE and SEC standards .
- Committee assignments: Member, Leadership Development and Compensation Committee (LDCC). LDCC held 6 meetings in FY2024; all members independent; no compensation committee interlocks or insider participation .
- Attendance: Board met four times in FY2024; each director attended at least 75% of combined Board and committee meetings; all directors standing for election attended the 2024 annual meeting .
- Election and investor support: Re-elected March 5, 2025 with 19,036,392 votes For vs. 1,165,514 Against; 8,600 abstain; 1,681,023 broker non-votes .
- Stockholder engagement context: Company conducted extensive outreach after a 58% say‑on‑pay approval in 2024; LDCC committed to avoid one‑time executive awards absent extraordinary circumstances .
Fixed Compensation
Director compensation structure (program-level, FY2024):
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (non‑employee director) | $60,000 | Cash, paid quarterly; alternative election to receive retainer as options |
| Committee Chair retainer (Audit, LDCC, GNEC) | $25,000 | Additional annual cash retainer |
| Committee member retainer (non‑Chair) | $15,000 | Additional annual cash retainer |
| Independent Chairman retainer | $100,000 | Additional annual cash retainer |
| Initial equity grant (upon first election) | $560,000 (Black‑Scholes value) | Director may convert 50% or 100% to RSUs; 3‑year ratable vesting |
| Annual equity grant (re‑elected directors) | $280,000 (options) | 1‑year cliff vest; committee chairs receive additional $30,000 options; convertible 50%/100% to RSUs |
Eva Manolis – FY2024 director compensation paid:
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 |
| Stock Awards ($) | — |
| Option Awards ($) | $280,292 |
| Total ($) | $355,292 |
| Footnote detail | “Represents $75,000 of the annual board and committee retainers paid in cash in fiscal 2024.” |
- Director stock ownership guidelines: Non‑employee directors must hold seven times the base annual retainer in share value within five years; “All directors currently meet guidelines or are making acceptable progress.” In 2024, FICO refined guidelines to exclude all stock options from counting toward ownership .
Performance Compensation
- For directors, annual equity grants are options (or elective RSUs) with time‑based vesting; no director‑specific performance metrics disclosed (such as TSR or EBITDA targets) for director equity .
- Company‑level pay‑for‑performance policies (executive program oversight by LDCC): clawback policy compliant with NYSE listing standards; supplemental clawback for misconduct; prohibition on hedging and short sales; minimum one‑year vesting for equity awards .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| iRobot Corporation | Current public company board | Technology adjacency; no direct supplier/customer tie to FICO disclosed |
| Shutterfly, Inc. | Prior board (2016–2019) | Shared prior board with FICO CEO William Lansing (2017–2019); potential historical relationship, but no related‑party transactions disclosed for FY2024 |
Expertise & Qualifications
- Technical and operating leader with cloud/SaaS experience from Amazon and consumer internet companies .
- FICO skill matrix attributes for Manolis: executive leadership, technology leadership, cloud‑based software experience .
Equity Ownership
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (shares) | 6,911 shares; less than 1% of outstanding |
| Shares outstanding reference | 24,348,104 shares outstanding as of Nov 29, 2024 |
| Options included in beneficial ownership footnote | Includes options to purchase 6,567 shares (exercisable by Jan 28, 2025) |
| RSUs outstanding (as of Sep 30, 2024) | 0 |
| Options outstanding (as of Sep 30, 2024) | 7,203 |
| Ownership guideline compliance | Directors meet or are making acceptable progress toward 7× retainer guideline; options excluded from counting after 2024 refinement |
| Hedging/short sales policy | Directors prohibited from hedging or short‑selling FICO stock |
Governance Assessment
- Strengths: Independent director with deep technology and SaaS operating experience; active LDCC member overseeing pay rigor and succession; strong election support in 2025; robust governance policies include clawbacks, ownership requirements, and anti‑hedging .
- Alignment: Meaningful director equity via annual option grants; ownership guidelines target 7× retainer and exclude options, improving true ownership alignment; Manolis received $280,292 in options in FY2024 alongside $75,000 cash retainers .
- Conflicts/related party: No related‑party transactions in FY2024; historical Shutterfly board overlap with FICO’s CEO is disclosed but no current transaction exposure identified .
- Attendance and engagement: Board/committees attendance above 75% threshold; directors attend annual meetings; LDCC engaged with investors after 2024 say‑on‑pay concerns and strengthened policies (e.g., supplemental clawback) .
RED FLAGS: None disclosed specific to Manolis (no related‑party transactions, no hedging/pledging disclosed, and independent status maintained) .