Marc F. McMorris
FAIR ISAACAbout Marc F. McMorris
Marc F. McMorris (age 56) is an independent director of FICO, serving since 2015 (nine years of tenure). He is Co‑Chief Executive Officer and Co‑Founder of Carrick Capital Partners, LLC and previously was a Managing Director at General Atlantic, LLC; he holds a B.A. from the University of Pennsylvania and an MBA from The Wharton School (University of Pennsylvania) . He is a member of the Audit Committee and designated an “audit committee financial expert,” and the Board reports that all directors attended at least 75% of board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrick Capital Partners, LLC | Co‑Chief Executive Officer | Since March 2021 | Private equity leadership; technology/software investing expertise |
| Carrick Capital Partners, LLC | Co‑Founder and Managing Director | 2012 to March 2021 | Strategic growth investing in SaaS/data businesses |
| General Atlantic, LLC | Managing Director | 2003 to 2011 | Global growth equity; M&A and technology leadership exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Carrick Capital Partners, LLC | Co‑CEO; Co‑Founder | Current | Private equity sponsor focused on technology and services |
| Other public company boards | — | None | FICO discloses 0 other public company boards for McMorris |
Board Governance
- Independence: Classified as an independent director under NYSE and SEC rules .
- Committee assignment: Audit Committee member; Audit met 8 times in FY2024; Board deems him financially literate and an “audit committee financial expert” .
- Attendance: Board met 4 times; all directors attended ≥75% of aggregate board and committee meetings; all directors standing for election attended the 2024 annual meeting .
- Board leadership: Separate independent Chairman and CEO roles; independent directors meet in executive session at each regular board meeting .
- Risk oversight: Audit oversees financial reporting integrity, auditor independence, internal audit, compliance, and cybersecurity risks; full Board maintains ultimate oversight .
Fixed Compensation
| Component | FY2024 Program Terms | McMorris FY2024 Actual | Notes |
|---|---|---|---|
| Base annual retainer (cash) | $60,000 per non‑employee director | $75,000 (board + committee retainers) | He elected to convert his $75,000 cash retainer into options (171 options) |
| Committee membership fee (cash) | $15,000 for non‑chair members of each committee | Included within $75,000 | Audit Committee member |
| Committee chair fee (cash) | $25,000 per committee chair | N/A | Not a chair |
| Independent Chairman fee (cash) | $100,000 | N/A | Not applicable |
| Total cash fees reported (FY2024) | — | $75,000 | Converted to options; accounting treatment footnoted |
Performance Compensation
| Equity Element | FY2024 Program Terms | McMorris FY2024 Actual | Vesting/Structure |
|---|---|---|---|
| Annual equity grant | $280,000 in stock options with one‑year cliff vest; directors may elect to convert 50% or 100% to RSUs with one‑year cliff vest | Option Awards $280,292 (grant date fair value) | Annual grants vest at successive annual meetings |
| Initial election grant | $560,000 in options (3‑year ratable vest); may convert 50% or 100% to RSUs (3‑year ratable vest) | Historical; not newly granted FY2024 | Standard onboarding design |
| Retainer-for-equity election | Directors can convert cash retainer to options (Black‑Scholes value basis) | Converted $75,000 to 171 options; amounts recognized for these options are excluded from “Option Awards” column | One annual grant upon re‑election; valuation per policy |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None for McMorris |
| Committee interlocks | LDCC discloses no interlocks or insider participation; none of LDCC members are officers or employees, and no reciprocal committee/board interlocks with FICO executives |
| Related party transactions | FICO’s policy requires Audit Committee review; no related person transactions occurred in FY2024 |
Expertise & Qualifications
- Expertise: Financial expertise; technology leadership; SaaS experience; investment experience; M&A .
- Education: B.A. (University of Pennsylvania); MBA (Wharton School, University of Pennsylvania) .
- Designation: Audit committee financial expert .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | RSUs Outstanding | Options Outstanding | Notes |
|---|---|---|---|---|---|
| Marc F. McMorris | 3,412 | <1% (asterisk in table) | 0 | 3,806 | Beneficial ownership includes shares underlying options/units vesting within 60 days per table policy |
| Director stock ownership guideline | 7× base annual retainer ($60,000 → $420,000 value) | Company states all directors meet or are making acceptable progress | — | — | Options excluded from guideline counting in 2024 refinement |
| Hedging/pledging | Hedging/short sales prohibited by policy; no pledging disclosed | — | — | — | Insider trading policy filed with FY2024 10‑K |
Governance Assessment
- Strengths: Independent status; Audit Committee membership and “financial expert” designation enhance oversight of reporting and cybersecurity risks; equity‑heavy director pay and McMorris’s election to take retainer in options signal alignment with shareholder value .
- Alignment & ownership: Beneficial ownership is modest at 3,412 shares (<1%), typical for outside directors; FICO requires 7× retainer stock ownership and reports directors meet or make acceptable progress; options do not count toward the guideline after the 2024 refinement, increasing emphasis on actual share holdings .
- Conflicts & related‑party: No related‑party transactions in FY2024; LDCC interlocks avoided; private equity leadership at Carrick could create potential information‑flow sensitivities, but formal related‑party review and absence of transactions in FY2024 mitigate concerns .
- Engagement & process: Board uses executive sessions regularly; all directors met attendance thresholds; shareholder engagement after a low 58% say‑on‑pay vote in 2024 led to program changes (lower max individual performance factor, rTSR comparator moved to S&P 500, higher target percentile) and added clawbacks/ownership refinements—signals responsive governance .
RED FLAGS: None disclosed specific to McMorris in FY2024—no related‑party transactions, no pledging/hedging, and satisfactory attendance .