Steven Weber
FAIR ISAACAbout Steven Weber
Steven P. Weber is Executive Vice President and Chief Financial Officer of FICO, appointed May 15, 2023 after serving as Interim CFO since January 2023; he joined FICO in 2003 and is age 62 as of FY2025, with prior roles spanning FP&A, treasury, tax, and investor relations, and earlier stints at Metris Companies and Foodservice News . Fiscal 2024 company performance underpinning his incentive metrics included Adjusted Revenue of $1,717.5 million and Adjusted EBITDA of $904.1 million, driving maximum PSU payouts and 200% MSU earnouts on 1-year rTSR as FICO TSR vastly outperformed the Russell 3000 (125.78% vs 34.28%) . Management highlighted record FY2024 results (revenue $1.72B, net income $513M, diluted EPS $20.45) and strong stock performance context for the pay program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FICO | EVP & CFO | May 2023–present | Oversees accounting, audit, reporting, tax, treasury, FP&A, IR; expanded analyst coverage; strong regulatory/compliance focus |
| FICO | VP & Interim CFO | Jan 2023–May 2023 | Transition leadership; retention and promotion RSU grants aligned to continuity |
| FICO | VP, Treasurer, Tax & Investor Relations | Mar 2021–Jan 2023 | Led bond issuances, syndicated lending, M&A diligence/integration, strategic planning |
| FICO | VP, Investor Relations & Treasurer | Nov 2010–Mar 2021 | Head of FP&A; capital markets activities; IR stewardship |
| FICO | Various positions | Apr 2003–Nov 2010 | Finance leadership and analytics roles |
| Metris Companies | Senior Financial Analyst | Sep 2001–Apr 2003 | Consumer finance analytics |
| Foodservice News | Various positions | 1990–2001 | Business/financial roles |
External Roles
| Category | Details |
|---|---|
| Public company boards | None disclosed in SEC filings |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $305,577 | $400,000 |
| Target bonus (%) | 50% of base | 50% of base |
| Actual bonus paid ($) | $275,000 (paid Q1 FY2024) | $275,000 (paid Q1 FY2025) |
Performance Compensation
Annual Cash Incentive (MIP) – FY2024
| Metric | Weight | Target | Actual | Company Performance Factor |
|---|---|---|---|---|
| Adjusted Revenue ($mm) | 50% | $1,675.0 | $1,717.5 | 125% (max) |
| Adjusted EBITDA ($mm) | 50% | $859.0 | $904.1 | 125% (max) |
| Participant Performance Factor (Weber) | — | — | — | 110% |
Payout calculation: Target $200,000; Company factor 125% → $250,000; Individual factor 110% → $275,000 actual payout .
Performance Share Units (PSUs) – FY2024 grant
| Metric | Weight | Target | Actual | Payout | Vesting schedule |
|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 50% | $1,675.0 | $1,717.5 | 200% of target units | 1/3 after FY end, 2/3 in two annual installments |
| Adjusted EBITDA ($mm) | 50% | $859.0 | $904.1 | 200% of target units | 1/3 after FY end, 2/3 in two annual installments |
| Steven Weber units | — | 1,691 | Earned 3,382 | 200% | Dec 9, 2024/2025/2026 |
Market Share Units (MSUs) – FY2024 annual award (Year 1 performance)
| Metric | Period | Comparator | Company TSR | Index TSR | Payout | Vesting |
|---|---|---|---|---|---|---|
| rTSR vs Russell 3000 | 1-year (FY2024 tranche) | Russell 3000 | 125.78% | 34.28% | 200% of target for Year 1 | 3-year performance with interim earning; scheduled vesting Dec 9, 2024/2025/2026 |
| Steven Weber units | — | — | — | — | Earned 1,128 (Year 1) | As above |
Long-Term Equity Mix – FY2024
Equal target value distribution across PSUs/MSUs/RSUs for Weber: $1,666,667 each; total $5,000,000 . RSUs vest in four equal annual installments; no executive election to exchange RSUs for NQSOs in FY2024 .
Equity Ownership & Alignment
- Stock ownership guidelines: EVP level required to own shares valued at least 5x base salary within five years; 2024 refinement excludes stock options from counting; all executive officers meet or are making acceptable progress toward required levels .
- Hedging: Prohibited for directors, officers, employees (puts/calls, swaps, collars, etc.) .
Beneficial Ownership
| As-of date | Shares beneficially owned | Percent of outstanding |
|---|---|---|
| Nov 30, 2023 | 2,433 | <1% (*) |
| Nov 29, 2024 | 4,190 | <1% (*) |
Change-in-Control Acceleration (valued at 9/30/2024 stock price)
| Category | Acceleration value ($) |
|---|---|
| RSUs | $13,645,453 |
| PSUs (earned) | $6,572,985 |
| MSUs (earned) | $3,286,492 |
| Cash severance | $675,000 (1x salary + last bonus) |
Note: Double-trigger (CIC plus qualifying termination) accelerates equity; MSUs valuation assumes 0% relative performance in adjusted period per methodology disclosure .
Employment Terms
| Item | Details |
|---|---|
| CFO appointment | Effective May 15, 2023 |
| Letter Agreement term | May 15, 2023–Dec 31, 2026; automatic one-year renewals unless 180 days’ notice |
| Base salary & bonus target | Base $400,000; annual MIP target 50% of base |
| Severance (non-CIC) | Lump sum 1x (base salary + last annual bonus), plus 12 months COBRA; release and non-disparagement required |
| Change-in-control terms | Double-trigger: if terminated within 60 days before or 2 years after CIC, same cash/COBRA as above; all unvested stock options, RSUs, PSUs vest in full (subject to limitations) |
| Retirement eligibility | Eligible for continued vesting on awards granted prior to May 15, 2023; not retirement eligible for awards made on/after that date |
| Post-employment restrictions | Executed Proprietary Information and Inventions Agreement and Post-Employment Restrictions Agreement |
| Clawbacks | NYSE-required clawback for restatements; supplemental clawback enabling recovery for specified misconduct (felony-level harm, PIIA/PERA violations) covering annual/long-term incentive and severance |
| Ownership/insider policies | Stock ownership guidelines (EVP 5x salary); insider trading policy prohibits hedging; options excluded for guideline compliance |
| Tax gross-ups/perquisites | No tax gross-ups except required spousal travel and relocation; FY2024 All Other Compensation included 401(k) match $14,123, spousal travel $25,322 and related gross-up $21,226 |
Investment Implications
- High equity weighting with performance-based PSUs and MSUs and a double-trigger CIC structure align pay with shareholder outcomes; 200% payouts on both annual PSUs and Year-1 MSUs reflect FY2024 outperformance on revenue, EBITDA, and rTSR .
- Retention risk appears mitigated: multi-year vesting, retirement eligibility limited for post–May 2023 awards, and severance economics at 1x salary+bonus are modest versus peers; ownership guidelines and hedging prohibition support alignment .
- Potential selling pressure can cluster around annual vesting dates (Dec 9 tranches) and any CIC scenarios given sizable RSU/PSU/MSU acceleration values; monitor Form 4 activity and vesting calendars for liquidity events .
- Governance feedback loop is active: 58% 2024 say-on-pay prompted 2025 program tightening (lower individual performance max; MSU comparator moved to S&P 500; target at 55th percentile), reducing risk of outsized discretionary awards and reinforcing pay-for-performance rigor .