Fair Isaac Corporation (NYSE:FIC) and Sandell Asset Management Corp., which together with its affiliates owns 5.7% of the Company’s outstanding shares, today announced that the Company has agreed to nominate two new independent directors for election to its Board of Directors: Allan Z. Loren, former chairman and chief executive officer of The Dun & Bradstreet Corporation and Nick Graziano, a managing director of Sandell Asset Management. Messrs. Loren and Graziano will be included in the Company’s proxy statement as candidates for election at the 2008 Annual Meeting of Stockholders to be held on February 5, 2008. With the addition of Messrs. Loren and Graziano, Fair Isaac’s Board will be expanded from eight directors to ten directors, nine of whom will be independent.
In connection with the nomination of Messrs. Loren and Graziano to its Board, the Company entered into an agreement with Sandell, pursuant to which Sandell has agreed to vote its shares in support of all of the Board’s director nominees at the 2008 Annual Meeting and abide by certain standstill provisions until the 2009 Annual Meeting of Stockholders. In addition, Sandell has agreed not to increase its investment in the Company above 10% of the Company’s outstanding shares of common stock during this period.
A. George “Skip” Battle, Chairman of the Board, said, “We are pleased with the prospect of Allan and Nick joining our Board. Our Board is committed to enhancing value for all Fair Isaac stockholders and we look forward to working closely with Allan and Nick and benefiting from their experience. Allan brings extensive strategic, technology and operational experience to Fair Isaac. Nick adds the perspective of a major stockholder and his extensive financial and capital markets expertise will be valuable to the Company as we continue to drive growth and strengthen our business."
Thomas Sandell commented, “Adding Allan and Nick to Fair Isaac’s Board is a positive, stockholder-friendly step and we are confident that their experience will enhance the composition of the Board. We look forward to continuing to work constructively with the Company to maximize the value of Fair Isaac for all stockholders.”
Allan Z. Loren, 69, served as both Chairman and CEO of D&B (NYSE:DNB) from May 2000 to January 2005, and as Chairman until May 2005. Mr. Loren was instrumental in refocusing D&B’s business and creating and implementing D&B’s "Blueprint for Growth" strategy. During his five years leading the company, Mr. Loren grew D&B’s earnings per share from $1.71 to $2.98, increased free cash flow from $164 million to $239 million per year, and produced a total shareholder return of 378%. Prior to D&B, Mr. Loren served as Executive Vice President and Chief Information Officer for American Express for six years. He was President and CEO of Galileo International from 1991 – 1994 and President of Apple Computer U.S.A. from 1988 – 1991.
Nick Graziano, 35, is a Managing Director of Sandell Asset Management Corp., an investment manager, and has over 12 years of financial management experience. Mr. Graziano has been with Sandell since September 2006. From February 2004 to July 2006, Mr. Graziano was an investment analyst with Icahn Partners, the primary investment vehicle of Carl C. Icahn. From February 2002 to February 2004, Mr. Graziano was an analyst with March Partners LLC, a global event-driven hedge fund.