Josh Resnik
About Josh Resnik
Josh Resnik, 53, became FiscalNote’s President & Chief Executive Officer on January 1, 2025 after serving as President & COO since February 2022 and previously as SVP, General Counsel & Chief Content Officer from October 2018 to February 2022 . He was an executive and Board member at Spree Commerce (2012–2015), helping lead its sale to First Data (now Fiserv), and held leadership roles at Gannett’s Digital division and in-house counsel at AOL; earlier he practiced law in the TMT sector. He holds a B.A. from the University of Pennsylvania and a J.D. from Boston University School of Law (Edward F. Hennessey Distinguished Scholar, G. Joseph Tauro Scholar) . Company-reported FY 2024 performance: GAAP revenue $120.3m, ARR $107.0m, GAAP net income $9.5m, Adjusted EBITDA $9.8m (vs. FY 2023 Adjusted EBITDA loss of $7.5m), alongside a 61% reduction in outstanding senior debt via divestitures; management emphasized accelerating the path to positive FCF and launch of PolicyNote in January 2025 to drive ARR and retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FiscalNote Holdings, Inc. | SVP, General Counsel & Chief Content Officer | Oct 2018 – Feb 2022 | Led legal and content; transitioned to President & COO |
| FiscalNote Holdings, Inc. | President & Chief Operating Officer | Feb 2022 – Dec 2024 | Ran operations ahead of CEO appointment |
| Spree Commerce | Executive & Board Member | 2012 – 2015 | Helped lead sale to First Data (now Fiserv) |
| Gannett (Digital Division) | Division Leader | N/A | Led Digital division |
| AOL | Senior In-house Attorney | N/A | Corporate/regulatory legal work |
| Private Law Practice | Attorney (TMT sector) | N/A | Corporate transactions, regulatory matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spree Commerce | Board Member | 2012 – 2015 | Governance through acquisition |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (CEO terms) |
|---|---|---|---|
| Base Salary ($) | $391,667 | $400,368 | $425,000 |
| Target Bonus (% of Base) | Not disclosed | 50% | 75% |
| Actual Bonus Paid ($) | $120,640 | $60,000 | N/A |
| Equity Awards (Grant-date FV, $) | $86,250 | $1,281,160 | $1,800,000 RSUs (two tranches, 3-year vest) |
| All Other Compensation ($) | $11,467 | $12,256 | Legal fee reimbursement up to $17,500 |
| Total Compensation ($) | $610,024 | $1,753,784 | N/A |
Performance Compensation
| Component | Weighting | Target | Threshold | Maximum | Actual 2024 | Payout Factor |
|---|---|---|---|---|---|---|
| GAAP Revenue | 40% | $127.2m | $123.0m | $131.0m | $120.3m | 0% |
| Annual Recurring Revenue (ARR) | 35% | $121.9m | $116.0m | $126.0m | $107.0m | 0% |
| Adjusted EBITDA | 25% | $9.5m | $7.0m | $12.0m | $9.8m | 100% |
| 2024 STI outcome (Resnik) | — | Target bonus 50% of base | — | — | Initial bonus = 25% of target; +10% individual; +10% culture & inclusion | Final payout $60,000 |
Vesting for STI: paid lump sum post-year-end based on 2024 performance .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Shares held directly (Class A) | 321,310 | Direct holdings |
| Options exercisable within 60 days (Class A) | 399,703 | Vested options counted for beneficial ownership |
| RSUs vesting within 60 days (Class A) | 19,444 | Near-term vesting counted |
| Total beneficial ownership (Class A) | 740,457 | <1% of total common stock |
| Pledged shares | Prohibited by Insider Trading Policy | Hedging and pledging generally prohibited |
| Stock ownership guidelines | CEO: ≥6x base salary; COO/CFO: ≥3x; others: ≥2x | Compliance status not disclosed |
Equity Awards (Key Grants and Vesting)
| Grant Date | Award Type | Quantity (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 10/05/2022 | RSUs | 116,670 | — | — | 12.5% each on 11/01/2022 & 12/01/2022; remainder monthly over 36 months starting 01/01/2023 (11) |
| 10/05/2022 | Options | 150,007 | 6.28 | 10/04/2032 | 12.5% each on 11/01/2022 & 12/01/2022; remainder monthly over 36 months starting 01/01/2023 (12) |
| 07/17/2024 | RSUs | 310,000 | — | — | One-third on anniversary; then quarterly 1/12 over next two years (15) |
| 07/17/2024 | Options (unexercisable at year-end) | 230,000 | 1.97 | 07/16/2034 | 25% on anniversary; then quarterly 1/16 over next three years (16) |
| 11/12/2024 | RSUs | 500,000 | — | — | One-third on anniversary; then quarterly 1/12 over next two years (17) |
| 02/11/2021 | Performance Options | 118,700 | 2.72 | 02/10/2031 | Vest upon achieving specified stock prices; threshold payout basis described (5) |
| 2025 (CEO Agreement) | RSUs (2025 Equity Award) | $1.8m FV, incl. 500,000 granted promptly; remainder by 01/01/2025/plan amendment | — | — | Company’s standard 3-year time-based vesting |
Employment Terms
| Provision | Standard (Post-2-year anniversary) | Change-in-Control (CIC) |
|---|---|---|
| Role & Start | CEO effective 01/01/2025 | — |
| Base & Target Bonus | $425,000 base; 75% target bonus | — |
| Severance multiple | 1x base + target; 12 months time-based equity vest acceleration; 12 months COBRA (post-2-year anniversary) | 1.5x base + target; full acceleration of time-based equity; 18 months COBRA (if terminated within CIC period or before 2-year anniversary) |
| Trigger mechanics | Termination without Cause or resignation for Good Reason | Double-trigger (termination without Cause/for Good Reason within 6 months before or 12 months after CIC) |
| Non-compete | 1-year; U.S., UK, Belgium, Australia, India, South Korea, Singapore, Hong Kong; covers policy/regulatory, geopolitical risk, advocacy domains | |
| Non-solicit (employees) | 1-year; no hiring/soliciting of employees/consultants | |
| Arbitration & indemnification | AAA employment rules; company advancement of fees; indemnification per bylaws and agreement | |
| Clawback & insider policy | Executive compensation clawback adopted in 2023; hedging/pledging prohibited | |
| 280G treatment | “Best Pay” cutback (no tax gross-up); optimized after-tax outcome |
Governance note: As an “emerging growth company,” FiscalNote is not required to conduct advisory say-on-pay votes .
Risk Indicators & Red Flags
- Insider policy prohibits hedging and pledging; mitigates misalignment risk .
- Executive compensation clawback policy compliant with NYSE Rule 303A.14; recovery of excess incentive comp upon restatement .
- Section 16(a) compliance: late filings were noted for certain 2024 grants/vestings, including for Mr. Resnik (July and November 2024 grants); administrative risk but addressed via disclosures .
Investment Implications
- Pay-for-performance alignment: 2024 STI paid at 25% of target due to revenue/ARR shortfalls with EBITDA target met; modest positive discretionary modifiers yielded a $60,000 payout, evidencing disciplined bonus calibration .
- Retention and execution incentives: Significant 2024–2025 RSU grants (310k, 500k, plus $1.8m 2025 award) with multi-year vesting and severance protections create strong retention hooks through the next 2–3 years, aligning with efficiency and ARR growth priorities .
- Insider selling pressure: Quarterly/monthly RSU vesting schedules (310k and 500k grants) may increase periodic supply; hedging/pledging bans and clawback reduce adverse alignment risks .
- Change-of-control economics: 1.5x salary+target bonus and full time-based equity acceleration under CIC double-trigger without tax gross-ups is within typical small-cap tech norms, balancing retention with shareholder protection .
- Ownership alignment: Beneficial ownership includes direct shares, vested options, and near-term RSUs; CEO stock ownership guideline (≥6x salary) is in place, though individual compliance status is not disclosed .