H. Tayloe Stansbury
FAIR ISAACAbout H. Tayloe Stansbury
Independent director at FICO since 2023; age 63. Currently CEO of Kaleidescape, with prior senior technology leadership at Intuit (EVP/CTO), VMware (CIO), and Ariba (EVP Products & Operations). Education: A.B. in Applied Mathematics from Harvard University. Core credentials noted by FICO: executive leadership; cloud/SaaS; AI experience; cybersecurity oversight; technology leadership; financial expertise; M&A; investment experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit Inc. | Executive Vice President & Chief Technology Officer | 2009–2019 | Led technology org; experience in AI/cloud noted by FICO . |
| VMware Inc. | Chief Information Officer | 2007–2009 | Enterprise IT leadership; cybersecurity oversight competency . |
| Ariba, Inc. | Executive Vice President of Products & Operations | 2001–2007 | SaaS/products operations; M&A exposure . |
| Watermark Insights, LLC | Interim Chief Executive Officer | Jul–Nov 2020 | Executive leadership . |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Kaleidescape, Inc. | Chief Executive Officer | Nov 2020–present | Private . |
| Coupa Software Incorporated | Director | 2015–Feb 2023 | Yes (prior) . |
| TCV Acquisition Corp | Director | Apr 2021–Mar 2023 | Yes (prior) . |
| Shutterfly, Inc. | Director | 2016–2019 | Yes (prior) . |
| Current public company boards | — | — | None (0) . |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert” by the Board; all committee members are independent per SEC Rule 10A-3 and NYSE rules .
- Independence: Classified as independent; FICO’s three standing committees consist entirely of independent directors .
- Attendance: In fiscal 2024, Board met 4 times; each director attended at least 75% of combined Board and committee meetings; all directors standing for election attended the 2024 annual meeting; independent directors meet in executive session at each regular Board meeting .
- Audit Committee activity: 8 meetings in fiscal 2024; oversight of financial statements, auditor independence, internal audit, compliance, and cybersecurity risk oversight; committee submitted the annual report to include audited financials in the 10-K .
- Board leadership: Separate independent Chairman (Braden R. Kelly) and CEO structure; independent Chairman presides over executive sessions and stockholder meetings .
Director Election Support (2025)
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 20,961,877 | 68,549 | 18,547 | 1,501,635 |
| 2025 | 20,125,355 | 75,857 | 9,294 | 1,681,023 |
Signal: Strong and stable support for Stansbury’s election; say-on-pay support also improved YoY (see below) .
Fixed Compensation (Non-Employee Director Program, Fiscal 2024)
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (all non-employee directors) | $60,000 | Cash; payable quarterly; optional election to receive fully vested stock options in lieu of cash . |
| Additional annual retainer — committee member (non-chair) | $15,000 | For Audit, LDCC, or GNEC members; payable quarterly; optional option election . |
| Additional annual retainer — committee chair | $25,000 | Audit, LDCC, GNEC chairs . |
| Additional annual retainer — Independent Chairman | $100,000 | For Board Chair . |
Actual Director Compensation — H. Tayloe Stansbury (Fiscal Year Ended 9/30/2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,000 |
| Stock Awards | — |
| Option Awards | — |
| Total | 75,000 |
Interpreted mix: $60,000 base + $15,000 for Audit Committee membership (non-chair) aligns with program schedule .
Performance Compensation (Equity Grants and Vesting Mechanics)
| Item | Program Detail |
|---|---|
| Initial election grant | Nonqualified stock options equal to $560,000/Black-Scholes value; director could elect to convert 50% or 100% of options to RSUs; three-year ratable vesting . |
| Annual equity grants (re-elected directors) | Options equal to $280,000/Black-Scholes; one-year cliff vesting; each committee chair received additional $30,000 options; directors could elect to convert 50% or 100% to RSUs with one-year cliff vesting; equity subject to vesting accelerates upon successive annual meetings . |
| Stock price for calculations | Average closing price over the 30-day period ending on the 11th day before grant . |
| Outstanding awards (as of 9/30/2024) | RSUs: 182; Options: 745 (Stansbury) . |
Note: FICO permits directors to elect options in lieu of cash retainers; initial/annual equity awards are time-based, not performance-based; options cannot be repriced without stockholder approval .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Current public company boards | None | — | No current public company interlocks disclosed . |
| Prior: Coupa Software | Director (2015–Feb 2023) | Not disclosed | Prior role; no current interlock with FICO . |
| Prior: TCV Acquisition Corp | Director (Apr 2021–Mar 2023) | Not disclosed | Prior SPAC board; no current interlock with FICO . |
| Prior: Shutterfly, Inc. | Director (2016–2019) | Not disclosed | Prior role; no current interlock with FICO . |
Expertise & Qualifications
- Executive leadership (Kaleidescape CEO; prior CTO/CIO), cloud-based software and SaaS, artificial intelligence experience, cybersecurity oversight, technology leadership; financial expertise; investment and M&A experience .
- Classified by FICO as an Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| H. Tayloe Stansbury | 92 | <1% | 182 | 745 |
- Shares outstanding at 11/29/2024: 24,348,104 .
- Director stock ownership guideline: 7x base annual retainer to be met within five years of initial election; all directors either meet or are making acceptable progress; stock options excluded from counting toward compliance (refinement in 2024) .
Governance Assessment
- Board effectiveness: Stansbury strengthens audit oversight and cybersecurity risk governance as an Audit Committee member and designated financial expert; committee independence and active cadence (8 Audit meetings in FY2024) support robust oversight .
- Alignment: Cash retainer plus time-based equity program for directors, strict hedging prohibitions, mandatory minimum one-year vesting, no option repricing without stockholder approval, and ownership guidelines improve alignment with investors .
- Investor confidence signals: No related party transactions in FY2024; strong individual election support; YoY improvement in say-on-pay support (2024 vs 2025) reflects constructive investor feedback and program changes (supplemental clawback, refined ownership guidelines) .
- RED FLAGS: None disclosed related to related-party transactions, hedging, or option repricing; attendance threshold met; no tax gross-ups for executives beyond limited exceptions; committees fully independent .
Say-on-Pay Results
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 12,279,712 | 8,717,432 | 51,829 | 1,501,635 |
| 2025 | 16,843,647 | 2,679,108 | 687,751 | 1,681,023 |
LDCC composition fully independent; report filed; adoption of supplemental clawback policy and exclusion of options from ownership counting underscore responsiveness to shareholder input .
Policy Highlights Relevant to Governance
- No hedging or short sales allowed for directors/officers/employees; one-year minimum vesting for equity awards; independent compensation consultant; double-trigger change-in-control arrangements; annual advisory vote on compensation .
- Director compensation elections allow option-in-lieu-of-cash, but with explicit value limits and standard valuation methodology; equity grants vest on meeting cadence, emphasizing consistent oversight continuity .
Related Party/Conflicts
- Formal Related Persons Transaction Policy with Audit Committee review; no related person transactions occurred in fiscal 2024; no loans disclosed; no pledging disclosures for directors (hedging prohibition in place) .