Fabiola R. Arredondo
FAIR ISAACAbout Fabiola R. Arredondo
Fabiola R. Arredondo, age 58, has served as an independent director of FICO since 2020. She is Managing Partner at Siempre Holdings (since 2001) and previously held senior operating roles at Yahoo!, BBC, and Bertelsmann. She holds a BA in Political Science from Stanford University and an MBA from Harvard Business School, and serves on the FINRA Board of Governors (since Dec 2022) . She is currently a member of FICO’s Leadership Development and Compensation Committee (LDCC) and is classified as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Senior operating role | Not disclosed | Relevant commercial/operator experience |
| British Broadcasting Corporation (BBC) | Senior operating role | Not disclosed | Media and international operations exposure |
| Bertelsmann SE & Co. KGaA | Senior operating role | Not disclosed | Global media and strategic execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Campbell’s Company | Director | Since 2017 | Consumer sector oversight |
| Burberry PLC | Director | Since 2015 | Global brand, retail and international markets |
| FINRA | Board of Governors | Since Dec 2022 | Regulatory governance (U.S. market structure) |
| Experian PLC | Director | 2007–2016 | Data/credit; FICO lists Experian as a licensed distribution partner for FICO Scores |
Board Governance
- Independence and roles: Independent director; LDCC member (6 meetings in FY2024) .
- Attendance: The Board met 4 times in FY2024; each director attended at least 75% of Board/committee meetings; all directors standing for election attended the 2024 annual meeting .
- Board structure and practices: Separate independent Chairman (Braden R. Kelly); committees comprised entirely of independent directors; executive sessions of independent directors at each regular Board meeting .
- Compensation governance quality: LDCC retains an independent compensation consultant; committee independence is affirmed; no consultant conflicts reported .
- Stockholder feedback and responsiveness: 2024 say-on-pay received 58% support; Board and LDCC conducted extensive outreach and committed no future one-time awards absent extraordinary circumstances; tightened annual incentive and shifted MSU comparator to S&P 500 with higher target (55th percentile) for FY2025 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainers (Board + committee) | $75,000 | Arredondo elected to forgo cash and receive options in lieu of cash; 171 options granted for this conversion |
| Stock awards | $0 | No RSU stock award value recognized for FY2024 |
| Option awards | $280,292 | Annual equity grant in options; program allows conversion to RSUs at election |
| Total | $355,292 | Sum of fees (converted) and option awards |
Program design and vesting:
- Base annual retainer for non-employee directors: $60,000; committee member adders: $15,000; committee chair adders: $25,000; Independent Chairman adders: $100,000 .
- Initial election equity: $560,000 (options, 3-year ratable vesting), convertible 50–100% to RSUs with 3-year ratable vesting .
- Annual equity: $280,000 (options, 1-year cliff vesting), convertible 50–100% to RSUs with 1-year cliff vesting; committee chairs receive an additional $30,000 equity grant .
- Director stock ownership guideline: 7× base annual retainer ($60k) within five years; all directors meet or are making acceptable progress .
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics | None disclosed; director equity grants are time-based (options/RSUs), with standard vesting schedules per program |
| Hedging restrictions | Company prohibits hedging/short sales by directors |
Other Directorships & Interlocks
| Link | Relevance |
|---|---|
| Experian PLC (prior board 2007–2016) | FICO identifies Experian as a licensed distribution partner for FICO Scores, suggesting domain familiarity and network insights; no related party transactions disclosed in FY2024 |
| FINRA Board of Governors | Regulatory perspective and market oversight experience |
| Campbell’s Company; Burberry PLC | Consumer and global retail exposure; no disclosed conflicts with FICO |
Expertise & Qualifications
- Skills: Investment experience; M&A; strategy development; international business; sales and marketing intelligence .
- Education: BA, Stanford University; MBA, Harvard Business School .
- Regulatory/market oversight: FINRA Board of Governors (since Dec 2022) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,495; less than 1% of outstanding shares | |
| Options included in beneficial count | 3,567 | |
| Options outstanding (as of 9/30/24) | 4,203 | |
| RSUs outstanding (as of 9/30/24) | 0 | |
| Shares outstanding (reference) | 24,348,104 | |
| Director ownership guideline | 7× base retainer; compliance or acceptable progress affirmed |
Policy guardrails:
- No related person transactions in FY2024 .
- Hedging and short sales prohibited .
- Directors covered by D&O insurance and indemnification .
Governance Assessment
- Board effectiveness: Arredondo adds strong investor/operator and international perspective to FICO’s LDCC, complementing pay governance and human capital oversight. Committee independence, use of an outside consultant, and robust executive sessions strengthen board oversight .
- Engagement/attendance: Meets governance expectations with at least 75% attendance; participated in a board that engaged stockholders after a weak say-on-pay result, with tangible program changes for FY2025 (lower individual incentive caps; MSU benchmark tightened to S&P 500 at 55th percentile) .
- Alignment and incentives: Director pay emphasizes equity (options/RSUs) with time-based vesting; ownership guideline at 7× retainer supports skin-in-the-game; hedging is prohibited, and D&O/indemnification protections are standard .
- Conflicts and related parties: No related-person transactions in FY2024; prior Experian board service is notable given FICO’s distribution relationship with Experian, but no current conflicts disclosed .
- Risk indicators and red flags:
- Say-on-pay approval at 58% in 2024 is a governance red flag; however, LDCC and Board responded with program changes and a commitment to avoid one-time awards absent extraordinary circumstances, mitigating investor concerns .
- No evidence of pledging or hedging by directors; comprehensive clawback policies exist for executives (quality signal for overall governance) .
- Related-party transactions: none reported for FY2024 (positive signal) .
Overall investor implication: Arredondo’s governance profile supports board effectiveness in compensation oversight, independent judgment, and regulatory perspective; the Board’s corrective actions after the 2024 say-on-pay result and the committee’s independence/consultant usage bolster investor confidence, while continued monitoring of pay practices and director equity alignment remains prudent .