William J. Lansing
FAIR ISAACAbout William J. Lansing
William J. “Will” Lansing (age 66) is FICO’s Chief Executive Officer (since Jan 2012) and a director (since 2006). He holds a B.A. from Wesleyan University and a J.D. from Georgetown University . Under his tenure, FICO’s cumulative total shareholder return exceeds 5,333%, a level achieved by fewer than 1% of Russell 3000 companies over the same period . In fiscal 2024, FICO delivered record revenue of $1.72B (+13% y/y), net income of $513M, and diluted EPS of $20.45 (+21% y/y), with FICO Platform ARR growing >30% y/y in each quarter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fair Isaac Corporation | Chief Executive Officer | 2012–present | Led multi-year strategic shift to FICO Platform; sustained double-digit growth and best-in-class TSR . |
| Infospace, Inc. | CEO & President | 2009–2010 | Streamlined operations in consumer internet services . |
| ValueVision Media, Inc. | CEO & President | 2004–2007 | Led turnaround initiatives in televised commerce . |
| NBC Internet, Inc. | CEO | 2000–2001 | Managed integrated internet media portfolio . |
| General Atlantic LLC | General Partner | 2001–2003 | Growth investing, tech focus; informs capital allocation rigor . |
| General Electric | VP, Corporate Business Development | 1996–1998 | Corporate development/M&A at scale . |
| Prodigy, Inc. | COO/EVP | 1996 | Consumer internet operations . |
| McKinsey & Company | Partner | 1987–1996 | Strategy and operations across sectors . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Shutterfly, Inc. | Chairman/Director | 2017–2019 | Public company board leadership . |
| Other public company boards | — | Current | None as of 2025 proxy . |
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 750,000 | 750,000 |
| Target Bonus (% of salary) | 100% (Management Incentive Plan) | 100% |
| Actual Bonus Paid ($) | 1,200,000 | 1,200,000 |
| CEO Pay Ratio | 357:1 (Median employee $98,934; CEO $35,321,363) | — |
Notes:
- Short-term cash incentive structure = 50% Adjusted Revenue + 50% Adjusted EBITDA, Company Performance Factor (0–125%) × individual factor (0–200%) .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Metric (Weight) | Threshold | Target | Maximum | Actual | Company Factor |
|---|---|---|---|---|---|
| Adjusted Revenue (50%) | $1,514.0M | $1,675.0M | $1,712.0M | $1,717.5M | 125% |
| Adjusted EBITDA (50%) | $780.8M | $859.0M | $883.5M | $904.1M | 125% |
| Participant Performance Factor (CEO) | — | — | 200% cap | 128% | — |
| Resulting CEO Bonus | — | $750,000 target | — | $1,200,000 | — |
Long-Term Incentives – FY 2024 Annual Grants (Dec 9, 2023)
- Target mix: PSUs 33%, MSUs 33%, RSUs 33%; CEO total target LTI $25,000,000 ($8.33M each) .
- PSUs: 1-year performance (FY24) on Adjusted Revenue and Adjusted EBITDA; 200% of target earned; vest 1/3 at each of Dec 9, 2024/2025/2026 .
- MSUs: rTSR vs Russell 3000 over 1-, 2-, 3-year performance windows; FY24 1-year tranche earned at 200% .
- RSUs: Time-based, vest in 4 equal annual installments starting first anniversary .
| Award Type | Metric | Target Granted (CEO) | FY24 Outcome | Vesting |
|---|---|---|---|---|
| PSUs | Adj. Rev (50%), Adj. EBITDA (50%) | 8,455 units | 16,910 units earned (200%) | 1/3 in 2024, 1/3 in 2025, 1/3 in 2026 |
| MSUs (Annual) | rTSR vs Russell 3000 | Tranches per program | FY24 1-yr tranche at 200% | Earn/vest annually by tranche |
| RSUs | Time-based | 8,455 units | N/A | 25%/yr over 4 years |
One-Time CEO Retention and Leadership Continuity Award (granted Jun 5, 2023)
- Structure: $30M target (≈$36.6M grant-date fair value), 50% MSUs and 50% NQSOs; option exercise price $791.50; options expire Jun 4, 2030 .
- MSUs: rTSR vs Russell 3000 with three performance periods (3, 4, 5 years starting Jun 1, 2023); earned MSUs vest on Jun 5 of 2026/2027/2028; all net shares must be held until 5th anniversary; no vesting before year 3; no retirement acceleration or continued vesting .
- Governance response: After 58% say-on-pay approval in 2024, LDCC committed not to make similar one-time awards absent extraordinary circumstances .
2025 Program Rigor Enhancements
- Individual factor maximum in AIP reduced to 150% (from 200%) .
- MSU comparator moved to S&P 500; target set at 55th percentile (previously index average) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 471,693 shares (1.93% of outstanding 24,348,104) as of Nov 29, 2024 . |
| Executive Stock Ownership Guideline | CEO must own ≥100,000 shares; exec officer guidelines updated in 2024 to exclude options from counting; all execs met/exceeded or on track at FY24-end . |
| Hedging/Pledging | Hedging and short sales prohibited; no explicit pledging disclosure; no hedging allowed for directors/officers/employees . |
| Deferred Compensation | Aggregate balance $2,966,469; FY24 aggregate earnings $763,774; no company contribution . |
| Outstanding Awards (select) | Includes unvested RSUs and earned-but-unvested PSUs/MSUs from 2020–2023 grants; special 6/5/2023 options: 52,082 unexercisable @ $791.60; MSU/RSU positions listed with market values as of 9/30/24 (stock $1,943.52) . |
Selected outstanding positions (as of 9/30/24):
- Options: 52,082 unexercisable (special award, $791.60 strike, exp. 6/4/2030) .
- RSUs: 2,549 (2020), 6,241 (2021), 9,438 (2022), 8,455 (2023) unvested; combined market values provided in proxy .
- PSUs/MSUs: Multiple earned but unvested tranches (e.g., 8,322 MSUs from FY21 3-year; 16,910 FY24 PSUs; 4,227 FY24 MSUs earned tranche), with detailed market values disclosed .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Letter Agreement (Severance) | If terminated without Cause or resigns for Good Reason: cash payment equals 2× (base salary + last annual cash incentive), paid ~70 days after separation; 18 months COBRA; release/cooperation/disparagement conditions apply . |
| Good Reason (CEO) | Material diminution of CEO status/position, relocation >50 miles, material Company breach, failure of successor to assume agreement (subject to notice/cure) . |
| Change-in-Control (CIC) – Management Agreement | Double-trigger; upon qualifying termination within 60 days before or 2 years after CIC: cash = 3× (base salary + last incentive); 18 months COBRA; full equity acceleration (subject to limits) . |
| Potential Payments (Illustrative at 9/30/24) | Without Cause/Good Reason: $3,900,000 cash + $27,684 benefits. CIC termination: $277,873,088 total (includes equity acceleration values: Options $59,994,297; RSUs $51,858,944; PSUs $81,270,233; MSUs $78,871,930; plus cash/benefits). Death/Disability show similar equity acceleration totals ($271,995,404) . |
| Clawbacks | NYSE-required clawback on incentive comp; 2024 supplemental clawback enables recovery for felony-level misconduct or violations causing material harm (covers time- and performance-based awards and severance) . |
Board Governance
- Role: CEO and non-independent director since 2006; not on board committees .
- Board structure: Independent Chairman (separate from CEO) since 2016; all committees fully independent; regular executive sessions of independent directors .
- Meetings/attendance: Board met 4 times in FY2024; all directors attended ≥75% of applicable meetings; all then-standing directors attended the 2024 annual meeting .
- Director compensation: Not applicable to CEO as an employee; non-employee directors receive cash retainers and annual equity (with election to take options/RSUs), and must hold 7× base retainer in share value within 5 years .
Dual-role implications:
- Separation of Chair/CEO and fully independent committees mitigate typical independence concerns associated with CEO-director dual roles .
Compensation Committee Analysis (Design, Peers, Say-on-Pay)
- Design: Two-thirds of LTI performance-based (PSUs/MSUs), above peer norm (≈52%); metrics focus on Adjusted Revenue/Adjusted EBITDA and rTSR .
- Peers: Compensation peer group spans application software, data/analytics and related services; used for context rather than strict benchmarking .
- Say-on-Pay: 2024 approval 58% (driven by concerns over 2023 one-time CEO award). 2025 vote improved (For 16,843,647; Against 2,679,108; Abstain 687,751; Broker non-votes 1,681,023), with program changes implemented and a commitment to avoid similar one-time awards absent extraordinary circumstances .
Perquisites and Other
- Limited perquisites; FY2024 “All Other Compensation” of $60,299 included 401(k) match ($13,800), spousal travel ($22,162), tax gross-up for spousal travel ($17,967), life insurance premium ($370), and tax prep ($6,000; per letter agreement) .
- Related party transactions: None in FY2023 per policy/governance disclosures .
Risk Indicators & Red Flags
- One-time 2023 “mega-grant” to CEO (target $30M) elevated pay optics and contributed to lower 2024 say-on-pay support (58%); LDCC addressed investor feedback and tightened 2025 plan rigor .
- Large potential CIC equity acceleration values reflect strong historical performance and award mix; structure remains double-trigger with no excise tax gross-ups .
- Hedging prohibited; no explicit pledging disclosure in proxy; strong ownership/holding and updated counting rules enhance alignment (options excluded from guideline calculation in 2024) .
Investment Implications
- Strong pay-for-performance alignment: majority of CEO compensation is equity and performance-based with rigorous metrics; 2025 changes (lower AIP individual cap; S&P 500 rTSR comparator; 55th percentile target) further enhance rigor and alignment—supportive for long-term holders focused on execution continuity .
- Retention risk mitigated: Special 2023 award is heavily back-weighted (no vesting before year 3), with holding and no-retirement-acceleration provisions that reduce near-term selling pressure and lock in leadership through 2028—constructive for execution of FICO Platform strategy .
- Governance balance: Independent Chair, fully independent committees, robust clawbacks, ownership guidelines, and hedging prohibitions offset CEO/director dual-role concerns .
- Shareholder voice responsiveness: 2024’s low say-on-pay prompted tangible program changes and outreach; 2025 vote results show improved support—reducing governance overhang tied to the one-off award .
Key datapoints supporting comp-performance linkage: FY2024 AIP maxed at the company factor (125%) on revenue/EBITDA beats; PSUs and MSUs earned at 200%; CEO FY2024 stock awards $33.3M, with cash elements (salary/bonus) modest vs total—strong alignment with equity performance **[814547_0001193125-25-013338_d886766ddef14a.htm:41]** **[814547_0001193125-25-013338_d886766ddef14a.htm:45]** **[814547_0001193125-25-013338_d886766ddef14a.htm:46]** **[814547_0001193125-25-013338_d886766ddef14a.htm:53]**.