Jon Slabaugh
About Jon Slabaugh
Chief Financial Officer and Senior Vice President of Corporate Development at FiscalNote Holdings, Inc. (NOTE). As a named executive officer for 2024, his pay-for-performance was tied to company-level financial metrics (GAAP revenue, ARR, Adjusted EBITDA) under the 2024 Short-Term Incentive Plan; the plan paid 25% of target due to misses on revenue and ARR but achievement on Adjusted EBITDA, with individual/culture modifiers applied thereafter . Company context for 2024: GAAP revenue $120.3 million, GAAP net income $9.5 million, Adjusted EBITDA $9.8 million; ARR was $107.0 million as of December 31, 2024, and management emphasized margin expansion, debt reduction, and product focus (PolicyNote) .
Past Roles
No additional prior-role biography for Mr. Slabaugh is disclosed in the proxy beyond his title as CFO and SVP of Corporate Development .
External Roles
No external directorships or outside roles for Mr. Slabaugh are disclosed in the proxy .
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base Salary ($) | 350,626 | |
| Target Bonus (% of Base) | 50% | |
| Actual Short-Term Incentive Paid ($) | 51,625 | |
| Other Compensation ($) | 13,674 |
Performance Compensation
2024 Short-Term Incentive Plan structure and outcomes for all executive officers, including CFO:
| Metric | Weighting | Target | Threshold | Maximum | Actual 2024 | Payout vs Target | Source |
|---|---|---|---|---|---|---|---|
| GAAP Revenue ($mm) | 40% | 127.2 | 123.0 | 131.0 | 120.3 | 0% | |
| Annual Recurring Revenue ($mm) | 35% | 121.9 | 116.0 | 126.0 | 107.0 | 0% | |
| Adjusted EBITDA ($mm) | 25% | 9.5 | 7.0 | 12.0 | 9.8 | 100% |
- Initial payout computed at 25% of target for each participating executive given the above metric outcomes .
- Individual and culture & inclusion modifiers applied to the Initial Bonus Amount for each executive. For Mr. Slabaugh: +10% individual modifier and +8% culture & inclusion modifier; final payout $51,625 .
- Payout form and timing: lump-sum after year end, based on 2024 performance .
Equity Ownership & Alignment
| Ownership Detail | Value | Source |
|---|---|---|
| Shares held directly (Class A) | 134,018 | |
| Options exercisable within 60 days (Class A underlying) | 207,647 | |
| Total beneficial ownership (Class A) | 341,665 | |
| Ownership as % of total common shares | <1% | |
| Shares outstanding (Class A) | 146,352,426 | |
| Shares outstanding (Class B) | 8,290,921 | |
| Stock ownership guideline (CFO) | 3x base salary within 5 years | |
| Hedging/Pledging | Prohibited by Insider Trading Policy | |
| Section 16(a) compliance | One late report in 2024 for equity grant |
Key outstanding awards and vesting cadence (as of 12/31/2024):
| Grant Date | Type | Shares/Units | Exercise Price | Vesting Schedule | Market Value at 12/31/24 ($) | Source |
|---|---|---|---|---|---|---|
| 7/17/2024 | RSUs | 428,571 | N/A | One-third on 1st anniversary; then quarterly in 12ths over 2 years | 458,571 | |
| 7/17/2024 | Options | 285,714 | 1.97 | 25% at 1st anniversary; then quarterly in 1/16ths over 3 years | N/A | |
| 2/11/2021 | Performance Options (threshold basis) | 89,025 | 2.72 | Vest upon stock price hurdles ($14.25–$21.25) | N/A | |
| 7/29/2021 | Options (exercisable/unexercisable) | 21,885 / 7,789 | 6.57 | Four-year schedule (front-loaded) | N/A | |
| 12/23/2021 | Options (exercisable/unexercisable) | 15,425 / 5,139 | 8.40 | 25% then quarterly 6.25% | N/A | |
| 10/5/2022 | Options (exercisable) | 25,000 | 6.28 | Monthly vesting (completed in 2022) | N/A | |
| 2/7/2023 | Options (exercisable) | 25,000 | 3.60 | Monthly vesting in 2023 | N/A |
Notes:
- Market values in the table above use $1.07 closing price at 12/31/2024 per proxy methodology .
- RSU and option vesting schedules as stated in footnotes (15) and (16); performance-option hurdles as stated in footnote (5) .
Insider selling pressure signals:
- Quarterly RSU vesting from the 7/17/2024 grant may create incremental supply as tranches settle; company policy prohibits hedging/pledging, and grants are generally timed outside blackout periods (with one 2024 exception noted by the company) .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment agreement effective | Upon closing of Business Combination; initial term 4 years, auto-renews for successive 1-year terms unless non-renewal notice ≥3 months prior | |
| Base salary | $350,000 (agreement-level reference) | |
| Target bonus | 50% of base, subject to Compensation Committee performance objectives | |
| Equity awards | Discretionary long-term equity (in addition to initial 2022 grants) | |
| Standard severance (no CIC) | Salary + target bonus; 12 months accelerated service-based vesting on unvested equity; 12 months COBRA subsidy (requires release) | |
| CIC severance (double-trigger) | 1.5x salary + target bonus; full accelerated service-based vesting; 18 months COBRA subsidy (requires termination without Cause or Good Reason within 6 months before/12 months after CIC) | |
| Non-compete / non-solicit | During employment and 12 months post-employment; confidentiality and IP assignment covenants apply | |
| Clawback | Executive Compensation Clawback Policy adopted in 2023 (recovery on restatement over prior 3 fiscal years) | |
| Hedging/Pledging | Prohibited under Insider Trading Policy | |
| Stock ownership guideline | CFO: 3x base salary within 5 years of appointment/public listing |
Multi-Year Compensation
| Metric | 2023 | 2024 | Source |
|---|---|---|---|
| Salary ($) | 343,945 | 350,626 | |
| Bonus ($) | — | — | |
| Equity Awards ($, grant-date fair value) | 400,500 | 1,130,570 | |
| Non-Equity Incentive Plan Comp ($) | 105,560 | 51,625 | |
| All Other Compensation ($) | 7,570 | 13,674 | |
| Total ($) | 857,575 | 1,546,495 |
Compensation Structure Analysis
- Equity-heavy compensation mix increased in 2024 (equity award fair value $1.13 million vs $0.40 million in 2023), consistent with retention and alignment objectives as company emphasized margin expansion and debt reduction .
- Short-term incentive paid only 25% of target due to misses on GAAP revenue and ARR, while Adjusted EBITDA met target; modifiers added based on individual and culture & inclusion goals (+18% aggregate for CFO), reinforcing metrics-driven design with limited discretion .
- Company expanded share pool via 2022 LTIP amendment and increased evergreen, indicating ongoing use of equity for retention and alignment; Compensation Committee utilized FW Cook and peer/survey data for design decisions .
Risk Indicators & Red Flags
- Section 16(a) compliance: One late Form 4 for Mr. Slabaugh in 2024 related to July equity grant; several other executives/directors had late reports as well .
- Hedging/pledging prohibited; stock ownership guidelines in place (CFO 3x salary), mitigating alignment risks .
- No related-party transactions specific to Mr. Slabaugh disclosed; related-party transaction policy requires Audit Committee review .
Investment Implications
- Pay-for-performance alignment appears tight: 2024 STI outcomes penalized missed revenue/ARR while rewarding EBITDA, with modest discretionary modifiers; this suggests incentive focus on efficiency and profitable growth matching company strategy .
- Significant RSU and option vesting cadence through 2025–2027 may create periodic sell-side supply from settlement, though company’s anti-hedging/pledging policy mitigates leverage-related pressure; monitor quarterly vest dates from the July 2024 grant .
- Double-trigger CIC protection with full acceleration aligns with market practice but can increase upside for executives in strategic transactions; standard severance provides 12-month acceleration, which may lessen departure-related overhang .
- Ownership is <1% of total common shares, but guidelines require 3x salary for CFO, supporting long-term alignment as tenure progresses; monitor compliance trajectory over the 5-year window .