Form 4: FICO Executive Earns Performance-Based Stock Units
Insider Transaction
Fair Isaac Corp's EVP, General Counsel & Secretary, Mark R. Scadina, acquired performance-based market share units after meeting 2025 criteria.
Summary
- Mark R. Scadina, EVP, General Counsel & Secretary of Fair Isaac Corp (FICO), acquired 1,662 market share units on December 3, 2025.
- These 1,662 units are part of a target award of 2,493 market share units granted on December 9, 2022, and vested because the company met specific performance criteria for the period ending November 30, 2025.
- Scadina also acquired 1,020 market share units on December 3, 2025, from a target award of 1,691 market share units granted on December 9, 2023.
- These 1,020 units also vested due to the company satisfying performance criteria for the period ending November 30, 2025.
- Each market share unit represents a right to receive one share of FICO common stock, contingent upon continued employment.
- Following these transactions, Scadina holds 0 derivative market share units from the 2022 grant and 563 derivative market share units from the 2023 grant, indicating that a portion of the acquired units were likely settled into common stock.
Sentiment
Score: 7
Explanation: The filing indicates positive performance as the company met its 2025 performance criteria, leading to the vesting of executive compensation units. This suggests successful operational execution against internal targets.
Positives
- Fair Isaac Corp met its performance criteria for the 2025 performance period, leading to the vesting of executive market share units.
- The vesting of these units indicates successful achievement of company goals tied to executive compensation.
Future Outlook
The remaining installments of the 2023 market share unit grant will vest based on the company's satisfaction of performance criteria for periods ending November 30, 2026.
Industry Context
This is a routine executive compensation disclosure, common across publicly traded companies, reflecting the achievement of internal performance targets rather than broader industry trends.
Related Party Transactions
- Acquisition of market share units by Mark R. Scadina, an executive officer, as part of his compensation package.
Stakeholder Impact
- Shareholders: Positive, as the vesting of performance-based units indicates the company achieved its internal performance targets for the period.
- Employees: No direct impact mentioned, but successful performance can generally boost morale and confidence.
- Management: Direct positive impact through the vesting of compensation units tied to performance.
Next Steps
- Future vesting installments for the market share units granted on December 9, 2023, will be based on performance criteria for periods ending November 30, 2026.
Key Dates
| Date | Description |
|---|---|
| 2022-12-09 | Grant date for a target award of 2,493 market share units to Mark R. Scadina, vesting in three equal annual installments. |
| 2023-12-09 | Grant date for a target award of 1,691 market share units to Mark R. Scadina, vesting in three equal annual installments. |
| 2025-11-30 | End of the performance period for which criteria were met, leading to the vesting of market share units from both the 2022 and 2023 grants. |
| 2025-12-03 | Transaction date for the acquisition of 1,662 and 1,020 market share units by Mark R. Scadina due to performance criteria being met. |
| 2025-12-05 | Signature date of the Form 4 filing by Carrie H. Darling, Attorney-in-fact. |
| 2025-12-09 | Date the acquired market share units became exercisable. |
| 2026-11-30 | Future end of performance period for the remaining installments of the 2023 grant. |
Keywords
Fair Isaac Corp, FICO, SEC Form 4, Insider Transaction, Market Share Units, Executive Compensation, Performance Vesting, Stock Awards
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