Form 4: FiscalNote Director Brandon Sweeney Receives Equity Compensation Grant

FiscalNote Holdings, Inc. Director Brandon Sweeney was granted 16,909 shares of Class A Common Stock as compensation for his service in lieu of a cash retainer.

Summary

• Brandon Sweeney, a Director of FiscalNote Holdings, Inc. (NOTE), acquired 16,909 shares of Class A Common Stock.
• The transaction occurred on June 2, 2025, and the shares were granted at a price of $0, indicating compensation rather than a purchase.
• These shares were provided as compensation for Mr. Sweeney's service as a non-management director of the Issuer, specifically in lieu of a quarterly cash retainer.
• Following this transaction, Mr. Sweeney directly beneficially owns 601,747 shares of Class A Common Stock.
• Additionally, he indirectly beneficially owns 80,697 shares of Class A Common Stock through the Sweeney Trust dated March 27, 2003, for which he serves as Trustee.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It reflects a routine compensation event that aligns director interests with shareholders, but it does not indicate any significant new business developments or financial performance changes.

Positives

• The grant of equity compensation to a director helps align their interests with those of the shareholders, encouraging a focus on long-term company performance.
• Compensating directors with equity instead of cash can help FiscalNote conserve its cash reserves, which can be beneficial for operational liquidity or other strategic investments.

Future Outlook

This document is a report of a past insider transaction and does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "These shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer."

Industry Context

The practice of compensating non-management directors with equity, such as Class A Common Stock, is a common corporate governance standard across various industries, including technology and information services. This approach is widely adopted to align the interests of board members with the long-term value creation for shareholders.

Comparison to Industry Standards

• Granting equity as a component of non-executive director compensation is a standard practice observed in many publicly traded companies, including peers in the software and data analytics sector.
• Companies like Salesforce, Microsoft, and Adobe frequently utilize equity awards (e.g., restricted stock units) as a significant part of their director remuneration to foster alignment with shareholder returns.
• While the specific value of the grant (16,909 shares) would require a comparison against the market value at the grant date and peer company compensation disclosures for a precise assessment, the mechanism of equity compensation itself is consistent with industry norms.

Corporate Governance

Related Party Transactions

• Brandon Sweeney indirectly beneficially owns 80,697 shares of Class A Common Stock through the Sweeney Trust dated March 27, 2003, for which he is the Trustee. This represents a pre-existing related party ownership structure.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's incentives with shareholder value creation, potentially leading to more shareholder-friendly decisions.
• Creditors: The use of equity compensation instead of cash for director retainers can help preserve the company's cash flow, which could be viewed positively by creditors.

Key Dates

Recommendation

Keywords

FiscalNote, NOTE, Brandon Sweeney, Director Compensation, Equity Grant, Form 4, Insider Transaction, Class A Common Stock, SEC Filing