Anna Sedgley
About Anna Sedgley
Independent Class III director and Audit Committee Chair at FiscalNote Holdings, Inc. (NOTE); age 53; director since February 2021. Former CFO of Bauer Media Group (May 2021–Feb 2024) and CFO (2012–2016) then COO (2017–2018) of Dow Jones; qualified chartered accountant (Fellow of ICAEW) and PwC alum. Education: Bachelor of Commerce and Bachelor of Law from University of Adelaide; Harvard Business School Advanced Management Program (2016). The Board has determined she is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bauer Media Group | Chief Financial Officer | May 2021 – Feb 2024 | Oversaw finance across publishing, audio and online comparison businesses in 14 European countries |
| Dow Jones (News Corp) | Chief Financial Officer | 2012 – 2016 | Led accounting, audit, financial reporting, capital allocation |
| Dow Jones (News Corp) | Chief Operating Officer | 2017 – 2018 | Ran operations and governance processes |
| News Corporation | Various roles | 2000 – 2018 | Finance and operations across London and New York |
| PricewaterhouseCoopers | Chartered Accountant (qualified) | Prior to News Corp | ICAEW Fellow; audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GAVI (Global Vaccine Alliance) | Board member | Current | Global health; vaccinates >50% of world’s children |
| Royal Shakespeare Company | Board of Trustees | Current | Cultural institution governance |
| Army Benevolent Fund | Board of Trustees | Current | Military charity governance |
| American Press Institute | Board member | Prior | Media industry non-profit |
| News Media Alliance | Board member | Prior | Industry association |
| Dow Jones News Fund | Board member | Prior | Journalism education |
| NYC Outward Bound Schools | Board member | Prior | Education non-profit |
| Happy Doggo | Supporter | Current | Charity focused on street dogs in Thailand |
Board Governance
- Committee assignments: Audit Committee (Chair); members are Sedgley, Brandon Sweeney, and Key Compton; Audit Committee held 8 meetings in 2024. The Board determined Sedgley is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K.
- Independence: Board affirmatively determined Sedgley is independent under NYSE rules; Board is majority independent; company is a controlled company but does not intend to rely on related exemptions.
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings; directors attended the 2024 Annual Meeting and are expected to attend the 2025 meeting.
- Board leadership: Executive Chair is Timothy Hwang; Lead Independent Director is Michael J. Callahan with defined responsibilities for agendas, executive sessions, and independent director coordination.
- Risk oversight: Audit Committee oversees financial reporting, internal audit, related-party transactions, cybersecurity/data risks, and disclosure processes; Compensation Committee reviews human capital and incentives; Governance Committee oversees compliance, ethics, and Board self-evaluations.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 30,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee | 25,000 | Additional annual retainer for Audit Chair |
| Fees earned or paid in cash (2024) | 55,000 | Matches $30k base + $25k chair; some directors elected stock in lieu of cash for Q3/Q4 2024 |
| Annual RSU grant (2024) | 175,000 | Annual director RSUs granted in connection with the annual meeting; vest on one-year anniversary (May 2025) |
| Total (2024) | 230,000 | Aggregate cash + equity value in 2024 |
- Election to take retainers in stock: Directors were permitted to elect to receive quarterly cash retainers in fully vested common stock; Sedgley elected stock for Q3 and Q4 2024 (reflected in fee presentation).
Performance Compensation
| Item | Applies to Directors? | Metrics/Terms |
|---|---|---|
| Performance-based cash bonus | No | Non-employee director pay does not include performance-based cash incentives |
| Performance-based equity | No | Director RSUs are time-based; 2024 grant was 134,615 RSUs vesting at the 2025 Annual Meeting |
Note: Company performance metrics (GAAP revenue, ARR, Adjusted EBITDA) apply to executive STI plans, not to director compensation. Director equity is time-based to align long-term with shareholders.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company directorships | Public | None disclosed | No public company boards disclosed for Sedgley |
| Non-profits/NGOs (see External Roles) | Non-profit/NGO | Board/Trustee roles | No related-party transactions disclosed involving Sedgley |
Expertise & Qualifications
- Audit and finance: Deep experience in accounting, audit, financial reporting, corporate finance, capital allocation; audit committee financial expert.
- Operations: Prior COO at Dow Jones with governance and operational responsibilities.
- Education and credentials: BCom, LLB (University of Adelaide); HBS AMP; Fellow of ICAEW; qualified at PwC.
- Sector knowledge: Media and information services; multi-country finance leadership.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 310,578 shares | Less than 1% of total shares outstanding |
| Breakdown | 175,963 held directly; 134,615 acquirable via RSUs vesting within 60 days | As of April 2, 2025; RSU vesting captures near-term settlement |
| Ownership % of total common stock | <1% | Based on 146,352,426 Class A and 8,290,921 Class B shares outstanding |
| Pledging/Hedging | Prohibited by company policy | Insider Trading Policy prohibits hedging/pledging; directors subject to blackout/pre-clearance |
| Stock ownership guidelines | 5x annual cash retainer by fifth anniversary | Directors must hold value equal to 5× $30,000 (excluding committee retainers); compliance status not disclosed |
Governance Assessment
- Positive signals:
- Independent director; Audit Chair; audit committee financial expert—supports robust financial oversight and investor confidence.
- Strong attendance and engagement: Board met 15 times; all directors ≥75% attendance; Audit Committee met 8 times.
- Equity-heavy director pay mix (approx. 76% equity: $175k of $230k), aligning director incentives with shareholder value.
- Governance policies in place: clawback policy (NYSE 303A.14), hedging/pledging prohibitions, stock ownership guidelines; regular executive sessions of independent directors.
- Company is controlled but states it does not intend to rely on governance exemptions—improves minority shareholder protections.
- Potential risks/red flags:
- Minor Section 16 timing: one late report for Sedgley related to stock grant in lieu of cash retainer (Dec 2024)—administrative, not substantive.
- Controlled company structure concentrates voting power despite majority independent Board; ongoing vigilance warranted.
- No disclosed public-company interlocks; no related-party transactions identified for Sedgley; continue monitoring.
Attendance at Annual Meetings: Directors attended 2024 Annual Meeting and are expected to attend 2025.
Director compensation structure: Cash retainers (base + chair) and annual time-based RSUs; no meeting fees or committee member fees, and option to take cash in stock—simplified and aligned with equity.
Audit Committee remit includes cybersecurity and data-related risks and disclosure processes—material for NOTE’s AI/data-focused business.
Say-on-pay: As an emerging growth company, NOTE is not required to conduct say‑on‑pay votes at this time.