Joanna Rees
FAIR ISAACAbout Joanna Rees
Independent director of FICO since 2015 (10 years’ service), age 63. Executive Chairman of West Global (since Nov 2023), longtime venture investor/operator (founder and Managing Partner of VSP Capital 1996–2011; Managing Partner at West.Ventures since 2016; Managing Director at Soda Rock Partners 2012–2016). Early career in marketing and new product development at Groupe Danone (1984–1989) and Benton & Bowles; B.S. from Duke University and M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Global | Executive Chairman | Nov 2023–present | Executive leadership and governance |
| West.Ventures | Managing Partner | 2016–present | Investment and technology leadership |
| Soda Rock Partners | Managing Director | 2012–2016 | Investment experience |
| VSP Capital | Founder & Managing Partner | 1996–2011 | Strategy, M&A, financial expertise |
| Groupe Danone | Head of New Product Development | 1984–1989 | Sales/marketing intelligence |
| Benton & Bowles (DMB&B) | Marketing (multiple consumer brands) | Early career | Marketing and brand-building |
External Roles
| Category | Role(s) | Notes |
|---|---|---|
| Current public company boards | None disclosed | “Other Public Company Boards (0)” |
| Prior public boards | Not disclosed | — |
| Private/non-profit/academic | Not disclosed | — |
Board Governance
| Governance item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Chair, Leadership Development and Compensation Committee (LDCC); Member, Governance, Nominating and Executive Committee (GNEC) |
| Committee activity FY2024 | LDCC met 6 times; all members independent; oversees exec/director pay, succession, stock ownership guidelines, clawbacks . GNEC met 4 times; all members independent; oversees board composition, evaluations, director compensation with LDCC . Audit Committee met 8 times (Rees not a member) . |
| Board attendance | Board met 4 times; all directors attended ≥75% of Board and committee meetings; all directors standing for election attended the 2024 annual meeting . |
| Leadership | Separate independent Chairman (Braden R. Kelly); independent directors meet in executive session at each regular Board meeting . |
| Committee independence | All Board committees consist entirely of independent directors . |
Fixed Compensation
| Component | Program terms (FY2024) | Joanna Rees FY2024 |
|---|---|---|
| Base annual retainer (cash) | $60,000 for all non‑employee directors | $100,000 in board/committee retainers foregone to receive options (227 options); otherwise payable quarterly |
| Committee chair fee (cash) | +$25,000 for chairs of Audit, LDCC, GNEC | Included in foregone retainers |
| Committee member fee (cash) | +$15,000 for non‑chair committee members | Included in foregone retainers |
| Independent Chairman fee (cash) | +$100,000 (not applicable to Rees) | — |
| Equity election | Directors may elect to receive retainers in fully vested options; quantity determined by Black‑Scholes value | Elected options instead of cash; Option Awards grant‑date fair value $310,701; total director compensation $410,701 |
Director stock ownership guideline: 7× base annual retainer in share value within 5 years; all directors meet or are making acceptable progress .
Performance Compensation
LDCC‑overseen incentive design (signals for governance rigor; not director pay):
- Annual cash incentive metrics (Company Performance Factor 50% Adjusted Revenue / 50% Adjusted EBITDA) with capped payouts; 2024 actuals achieved maximum Company Performance Factor (125%) .
- PSUs: one‑year performance period on Adjusted Revenue and Adjusted EBITDA with steep payout slope (0–200%); 2024 PSUs earned at 200% based on actual performance .
- MSUs: rTSR versus Russell 3000 with 1/2/3‑year performance tranches; 2024 rTSR exceeded max goals; MSUs earned at 200% for completed tranches .
| Program | Metric | Weight | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|---|
| Annual Incentive (Company Factor) | Adjusted Revenue | 50% | $1,514.0M | $1,675.0M | $1,712.0M | $1,717.5M; payout 125% |
| Annual Incentive (Company Factor) | Adjusted EBITDA | 50% | $780.8M | $859.0M | $883.5M | $904.1M; payout 125% |
| PSUs (FY2024) | Adjusted Revenue & Adjusted EBITDA | 50%/50% | 0–200% grid | Target set at metrics above | 200% | Earned 200% of target |
| MSUs (FY2024) | rTSR vs Russell 3000 | 100% | — | Index average | 200% | FICO TSR 125.78% vs Russell 34.28%; payout 200% for FY2024 tranche |
2025 program changes (LDCC response to 58% 2024 say‑on‑pay support):
- rTSR comparator updated to S&P 500; target increased to 55th percentile .
- Reduced senior executive individual performance cap in annual incentive from 200% to 150% .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; no LDCC member is/was a FICO officer; no reciprocal interlocks with other companies’ boards/committees |
Expertise & Qualifications
- Core skills: investment experience, executive leadership, financial expertise, technology leadership, sales/marketing intelligence .
- Education: B.S. Duke; M.B.A. Columbia .
- Board skills matrix: FICO’s board emphasizes technology leadership, financial expertise, investment and strategy experience; Rees contributes across these categories .
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding | Breakdown/notes |
|---|---|---|---|
| Joanna Rees | 27,567 | <1% (“*”) | Includes options exercisable within 60 days to purchase 7,449 shares; John Hamm and Joanna Rees Trust holds 20,118 shares |
| Options outstanding (as of 9/30/2024) | 8,154 | — | Director option awards outstanding count |
- Shares outstanding reference: 24,348,104 as of Nov 29, 2024 .
- Hedging policy: Hedging and short‑sales of FICO stock prohibited for directors/officers/employees .
- Director stock ownership guideline compliance: All directors meet or are on track .
- Pledging: No pledging disclosure specific to Rees; not indicated in proxy .
Governance Assessment
- Committee leadership and engagement: As LDCC Chair, Rees oversees executive/director compensation, succession planning, ownership guidelines, and clawback policies; LDCC met 6 times in FY2024; all members independent and no interlocks (positive) . The LDCC report is signed by Joanna Rees as Chair, evidencing leadership in compensation governance .
- Attendance and independence: Board met 4 times; all directors attended ≥75% of meetings; board committees are fully independent; executive sessions held each regular meeting (positive) .
- Say‑on‑pay and shareholder engagement: 2024 say‑on‑pay support was 58%; LDCC conducted outreach to 33 investors (63% of shares), held 12 investor meetings (29% of shares), and committed to avoid one‑time executive awards absent extraordinary circumstances and tightened 2025 program rigor (balanced response; monitor ongoing outcomes) .
- Director compensation alignment: Rees elected equity (options) in lieu of cash retainers ($100,000 foregone; $310,701 option award), signaling equity alignment; subject to annual vesting and standard program limits (neutral/positive) .
- Conflicts/related‑party transactions: Company policy requires Audit Committee review; no related‑party transactions occurred in fiscal 2024 (positive) .
- RED FLAGS:
- 2024 say‑on‑pay approval at 58% (below typical levels). LDCC, chaired by Rees, responded with program changes; continue monitoring investor acceptance and future votes .
- Tax gross‑ups limited (relocation and required spousal travel only) – acceptable but worth monitoring as a governance sensitivity .
Overall, Rees’ governance profile reflects strong committee leadership, independence, and equity alignment, with proactive LDCC engagement addressing shareholder concerns on pay design; no disclosed conflicts or attendance issues .