FAIR ISAAC CORPORATION COMPENSATION COMMITTEE CHARTER
Amended and Restated as
The Compensation Committee (the "Committee") is appointed by the Board to assist the Board in discharging its responsibilities relating to compensation of the directors and executive officers of Fair Isaac Corporation (the "Company") and administration of certain of the Company's employee benefit and equity compensation plans. The Committee has overall oversight of the directors' and executive officers' compensation plans, and the compensation policies and programs of the Company.
The Compensation Committee shall under ordinary circumstances consist of no fewer than three members. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange, as determined by the Board. Additionally, members of the Compensation Committee shall qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.
The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Governance, Nominating and Executive Committee. Compensation Committee members may be replaced by the Board.
The Compensation Committee shall be presided over by a Chair selected by the Board or, in the absence of such selection, by the Committee's members. The Chair, in consultation with the members of the Compensation Committee, will determine the frequency and length of the Committee's meetings and develop the Committee's agenda.
The Compensation Committee shall meet as often as it determines necessary or appropriate, but not less frequently than quarterly. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members as appropriate.
The Compensation Committee shall have the authority, to the extent it deems necessary or appropriate, to retain outside legal, compensation or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee.
The Compensation Committee shall make regular reports to the Board. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review the Committee's own performance.
Among its duties and responsibilities:
1. The Compensation Committee shall annually review and recommend to the Board corporate goals and objectives relevant to Chief Executive Officer ("CEO") compensation, evaluate the CEO's performance and contribution in light of those goals and objectives, and set the CEO's compensation levels based on this evaluation.
2. The Compensation Committee shall annually review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans.
3. The Compensation Committee shall annually or more frequently, as necessary or appropriate, review and approve, for the CEO and other executive officers of the Company, the level and terms of annual and long-term compensation, including awards of stock options or other equity-based compensation and any special or supplemental benefits.
4. The Compensation Committee shall be responsible for the administration of certain of the Company's compensation and benefits plans initially adopted from time to time by the Board, as indicated in the charter documents of such plans. The Compensation Committee may make any amendments to such plans deemed necessary or appropriate, to the extent permitted under applicable law.
5. The Compensation Committee shall annually review the form and amount of compensation paid to directors for service on the Board and its committees and, jointly with the Governance, Nominating and Executive Committee, recommend changes in compensation to the Board.
6. The Compensation Committee shall monitor compliance by directors with the Company's stock ownership guidelines.
7. The Compensation Committee shall periodically review and report to the Board with respect to succession planning for the Chief Executive Officer and other senior management positions.
8. The Compensation Committee shall produce an annual report on executive compensation meeting the applicable requirements of the rules of the Securities and Exchange Commission, for inclusion in the Company's proxy statement.