Gerald Yao
About Gerald Yao
Co-founder of FiscalNote Holdings, Inc. (NOTE), Class II director since the company’s founding in 2013, and FiscalNote’s Chief Strategy Officer through April 2025; age 33; studied finance and sociology at Emory University. His background spans strategy, operations, new market expansion (APAC), and ESG oversight; he previously served as director of finance at the National Youth Association (2010–2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FiscalNote Holdings, Inc. | Co‑Founder; Chief Strategy Officer; Global Head of ESG | 2014–Apr 2025 (CSO); 2013–present (Director) | Helped incubate functions; oversaw corporate strategy, APAC expansion, ESG matters |
| National Youth Association | Director of Finance | 2010–2013 | Finance leadership |
External Roles
No other public company directorships disclosed for Yao in the latest proxy; no external committee roles noted .
Board Governance
| Attribute | Detail |
|---|---|
| Board Class | Class II; current term expires at 2027 annual meeting |
| Independence | Not independent (Board determined independent directors are Callahan, Compton, McChrystal, Nilsson, Sedgley, Sweeney) |
| Committees | None listed (not a member of Audit, Compensation, or Governance Committees) |
| Attendance | Board held 15 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings |
| Lead Independent Director | Michael J. Callahan |
| Executive Sessions | Independent directors meet regularly in executive sessions without officers/non-independent directors |
Fixed Compensation
As a company employee, Yao did not receive separate non‑employee director compensation (cash retainer or annual RSU grant) under the Board’s director pay program for 2024 .
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $0 | Employee directors do not receive non‑employee director compensation |
| Committee/Chair Fees | $0 | Not on committees |
| Annual Director RSU Grant | $0 | Employee directors excluded from non‑employee grants |
| Meeting Fees | $0 | Company does not pay meeting fees |
Performance Compensation
No director performance‑based compensation framework (e.g., PSU metrics) disclosed for Yao as a director .
Other Directorships & Interlocks
| Company/Institution | Role | Interlocks/Notes |
|---|---|---|
| None disclosed | — | No public company board interlocks identified . |
Expertise & Qualifications
- Co‑founder with deep knowledge of FiscalNote’s business, operations, strategy, APAC expansion, and ESG .
- Education in finance and sociology (Emory University) .
- Operational and strategic experience across non‑profit, public schools, and start‑up sectors .
Equity Ownership
| Category | Shares | Voting Power (%) | Notes |
|---|---|---|---|
| Class A Common | 184,015 | — | Includes trust and derivative holdings exercisable/settling within 60 days |
| Class B Common | 1,182,298 | 8.41% | Class B carries 25 votes per share; combined total common % less than 1% |
| Ownership % of Total Common | <1% | — | As of April 2, 2025 |
| Breakdown | See footnote | — | Yao Trust holds 67,498 Class A and 1,113,993 Class B; Yao holds 68,305 Class B; options exercisable within 60 days: 115,266 Class A; RSUs settling within 60 days: 1,251 Class A |
| Hedging/Pledging | Prohibited | — | Company’s insider trading policy prohibits hedging and pledging by directors/officers/employees |
Governance Assessment
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Strengths
- Long‑tenured co‑founder with company‑specific operating knowledge in strategy, APAC growth, and ESG, supporting continuity and product/market insights .
- Board maintains strong independent committee composition with lead independent director, executive sessions, governance principles, 10‑year term limits for non‑management directors, and an audit committee financial expert (Sedgley) .
- Stock ownership guidelines for directors and officers promote alignment; hedging/pledging prohibited, and clawback policy adopted in 2023 per NYSE 303A.14 .
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Concerns
- Independence: Yao is not classified as independent, and his recent executive role (CSO through April 2025) may limit perceived board independence on management oversight .
- Super‑voting dynamics: Significant Class B voting rights concentrated among insiders (Yao holds 1,182,298 Class B shares), contributing to 8.41% voting power and controlled company status—can reduce minority shareholder influence .
- Compliance signal: The company disclosed late Section 16(a) filings in 2024, including one late report for Yao (July 2024 grant) .
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Related Party/Conflicts
- No Yao‑specific related party transactions exceeding $120,000 disclosed for 2023–2024; the Audit Committee oversees related party reviews under a formal policy .
- Controlled company designation with majority independent committees mitigates, but does not fully eliminate, independence optics given insider directors .
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Compensation Committee context (board‑level signal)
- Compensation Committee composed of independent directors (chair: Brandon Sweeney); engaged FW Cook as independent consultant; oversees stock ownership guidelines and incentive plan design .
- Company is an “emerging growth company” and is not required to conduct advisory say‑on‑pay votes; investors have less direct feedback on pay .
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RED FLAGS
- Not independent; recent executive role .
- Controlled company voting structure with high insider Class B voting power .
- Late Section 16(a) filing (Yao among those disclosed) .