FiscalNote Holdings Announces CEO Employment Agreement

What Happened

• On July 24, 2026, FiscalNote Holdings (NOTE) entered into an employment agreement with Mr. Compton for the role of President & Chief Executive Officer; the 8-K was filed July 28, 2026. The agreement sets an annual base salary of $425,000 and a target annual incentive equal to 75% of base salary (prorated for 2026).
• Mr. Compton received an initial award of 1,450,000 performance-based restricted shares that vest only if both time-based service conditions and long-term performance milestones tied to increases in the volume-weighted average price (VWAP) of the company’s common stock are met over either five- or ten-year periods. Service vesting: 950,000 shares after one year and 500,000 shares after two years.

Key Details

• Base salary: $425,000; target bonus: 75% of base salary (at least prorated for 2026).
• Initial equity: 1,450,000 performance-based restricted shares; service condition: 950,000 vest after 1 year, 500,000 after 2 years; performance measured by VWAP over 5 or 10 years.
• Change-in-control (CIC) and transaction provisions: a $1.0 million Transaction Bonus less any proceeds from vesting of the Performance Shares; eligibility extends up to six months after termination (if not for Cause).
• Severance: if terminated without Cause or resigns for Good Reason outside CIC — 50% of base salary and 50% of target bonus, six months’ additional vesting credit for time-based awards, COBRA paid for up to 6 months; if within CIC — 100% of base salary and 100% of target bonus, full acceleration of time-based vesting and potential performance vesting if met within six months, COBRA paid up to 12 months. Company will reimburse legal fees related to the appointment and pay an amount to cover taxes tied to an 83(b) election for the initial award.

Why It Matters

• Compensation and incentives: The package combines modest cash pay with a large, long-duration performance equity award designed to tie the CEO’s pay to long-term stock-price performance. That could align management incentives with long-term shareholder value but also creates potential dilution if performance hurdles are met.
• Financial impact: Near-term cash obligations are limited (salary/bonus), but the company could incur costs from severance, COBRA coverage, tax gross-ups and legal reimbursements under certain termination or change-in-control scenarios. Material details and full agreements will be filed as exhibits to the company’s upcoming Form 10-Q.