Brandon Sweeney
About Brandon Sweeney
Brandon Sweeney (age 58) is a Class III independent director of FiscalNote Holdings, Inc. (NOTE), serving on the Board since April 2017; he is currently President & Chief Operating Officer at dbt Labs (since November 2023) and holds a B.A. from Bowdoin College and an MBA from Northwestern University’s Kellogg School of Management . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| dbt Labs | President & Chief Operating Officer | Nov 2023–present | Operating executive experience in software go-to-market |
| HashiCorp | Chief Revenue Officer | Feb 2020–Nov 2023 | Scaled cloud infrastructure sales; technology operating experience |
| VMware | Senior Vice President, WW Cloud Sales; ran several multi‑billion-dollar businesses | Jan 2004–Jan 2020 | Large-scale sales leadership and cloud expertise |
| Click Commerce | Vice President | 2001–2004 | Enterprise software sales leadership |
| Morgan Stanley | Investment Banking (Analyst/Associate) | 1998–2000 | Capital markets and transaction exposure |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| dbt Labs | President & Chief Operating Officer | No (private) | Nov 2023–present |
- No other current public company directorships disclosed for Sweeney in the proxy .
Board Governance
| Dimension | Detail |
|---|---|
| Board class/tenure | Class III director; nominee for re‑election at 2025 Annual Meeting; service since April 2017 |
| Independence | Board determined Sweeney qualifies as independent under NYSE rules |
| Committees | Compensation Committee (Chair) ; Audit Committee (Member) |
| Committee meetings (2024) | Compensation Committee held 12 meetings ; Audit Committee held 8 meetings |
| Board meetings (2024) | Board held 15 meetings; each director attended at least 75% of Board and committee meetings |
| Lead Independent Director | Michael J. Callahan serves as LID (not Sweeney) |
| Executive sessions | Corporate Governance Guidelines provide for regular executive sessions of independent directors |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual director cash retainer | $30,000 |
| Compensation Committee Chair retainer | $15,000 |
| Total fees earned/paid | $45,000 (Sweeney) |
| Equity grant (annual) | $175,000 grant-date fair value; 134,615 RSUs granted on May 29, 2024, vesting at the 2025 Annual Meeting |
| Election for stock in lieu of cash | Directors, including Sweeney, permitted and elected to receive Q3–Q4 2024 retainers in stock |
Performance Compensation
| Metric Category | Tied to Director Pay? | Notes |
|---|---|---|
| Financial performance (Revenue/ARR/EBITDA) | No | Director equity grants are time-based RSUs; no director performance metrics disclosed |
| Individual/culture modifiers | No | These apply to executive STI plans, not directors |
| Options/PSUs | Not typical for directors | Annual director comp is time-based RSUs; no options/PSUs disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | No public company board interlocks disclosed for Sweeney |
- Related-party transactions: Audit Committee oversees related‑party approvals; no Sweeney-specific related-party transactions disclosed .
Expertise & Qualifications
- Significant operating leadership in enterprise software and cloud go‑to‑market (VMware multi‑billion businesses; HashiCorp CRO; dbt Labs COO) .
- Capital markets perspective from prior investment banking experience (Morgan Stanley) .
- Academic credentials: Bowdoin B.A.; Kellogg MBA .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 444,031 shares; less than 1% of total shares outstanding |
| Breakdown (footnote) | 250,066 Class A shares held; 59,350 options exercisable within 60 days; 134,615 RSUs vesting within 60 days |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer within 5 years of public listing or election (whichever later) |
| Timeline to compliance | Public listing in 2022; guideline deadline generally by 2027 (director-specific compliance status not disclosed) |
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair and Audit Committee member, Sweeney is positioned to influence pay design, human capital oversight, internal controls, and financial reporting; both committees met frequently in 2024 (12 and 8 meetings), indicating active governance .
- Independence and attendance: Board affirmed independence; attendance at least 75% across Board/committee meetings; presence at 2024 Annual Meeting expected continuing in 2025 .
- Director compensation and alignment: Mix includes modest cash retainer plus annual time-based RSUs; ability to elect stock in lieu of cash suggests alignment with shareholders; stock ownership guidelines require meaningful holdings over time .
- Consultant independence and pay practices: Compensation Committee used FW Cook as independent consultant; independence assessed and affirmed; Committee oversees stock ownership guidelines, severance frameworks, and incentive plans .
- Potential conflicts: No related-party transactions disclosed for Sweeney; external operating role at a private software company (dbt Labs) does not indicate a disclosed conflict with FiscalNote’s policy business; Board’s related-party review process and independence determination mitigate risk .
- RED FLAGS: A Section 16 report for several directors, including Sweeney, was filed late for a December 2024 stock grant (administrative compliance issue) ; FiscalNote is a “controlled company” but states it does not rely on governance exemptions—non-reliance is positive but control dynamics remain a monitoring consideration .