Keith Nilsson
About Keith Nilsson
Keith Nilsson (age 56) is a Class II independent director at FiscalNote Holdings (NOTE), serving since 2014. He is Co‑Founder and Managing Partner of Xplorer Capital, with prior senior roles at Yahoo (Global Initiatives, Emerging Markets, Corporate Development), and earlier experience at Intel, Alex Brown, and Bankers Trust. He holds a B.A. from the University of California, an MBA from Columbia Business School, and an MIA from Columbia SIPA. The Board has affirmatively determined his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! | SVP Global Initiatives; SVP Emerging Markets; VP Corporate Development | Prior to 2011 | Led >40 acquisitions/investments/JVs including Alibaba, Overture, Flickr (> $25B transaction value) |
| TPG Growth | Partner | 2011–2015 | Led global technology investing in growth-oriented companies |
| Intel Corporation | Technology roles | Not disclosed | Early career technical experience |
| Alex Brown; Bankers Trust | Investment banking and equity research (NY, Hong Kong) | Not disclosed | Financial markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xplorer Capital | Co‑Founder & Managing Partner | 2010–present | Early-stage VC focused on disruptive technologies and business models |
| Council on Foreign Relations | Member | Not disclosed | Public policy network affiliation |
| Diabetes Youth Foundation (DYF) | Member | Not disclosed | Non-profit engagement |
| Various startup boards | Director | Not disclosed | Sits on boards of start-up technology companies globally |
Board Governance
- Committee assignments: Governance Committee member; Michael J. Callahan (Chair), Stanley McChrystal, Keith Nilsson; 4 meetings held in 2024 .
- Former M&A Committee Chair (disbanded in Feb 2025); M&A Committee met once in 2024 and three times in 2023 .
- Independence: Board determined Nilsson is independent; Board majority independent despite “controlled company” status (company states it does not intend to rely on the exemption) .
- Board leadership: Executive Chair is co‑founder Timothy Hwang; Lead Independent Director is Michael J. Callahan .
- Attendance: Board held 15 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings .
Fixed Compensation
| Year | Cash Retainers ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2023 | 30,000 | 175,000 | 205,000 |
| 2024 | 40,000 | 175,000 | 215,000 |
- Program structure: Annual director cash retainer $30,000; committee chair retainers: Audit $25,000; Compensation $15,000; Governance $10,000; Lead Independent Director $25,000; Annual RSU grant $175,000 (vest one year). Starting after the 2024 Annual Meeting, directors could elect to receive retainers in stock instead of cash .
- 2024 Q3–Q4 stock election: Several directors, including Nilsson, elected to receive retainers in stock in lieu of cash for Q3 and Q4 2024 (reflected in “Fees Earned or Paid in Cash”) .
Performance Compensation
| Grant Date | RSUs (#) | Vesting Schedule | Notes |
|---|---|---|---|
| May 31, 2023 | 82,159 | Vests on date of 2024 Annual Meeting | Annual director grant |
| May 29, 2024 | 134,615 | Vests on date of 2025 Annual Meeting | Annual director grant |
- No performance metrics apply to director equity awards; RSUs are time‑based and intended to align interests with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Private/non-profit boards | Various start-up technology company boards; Council on Foreign Relations; Diabetes Youth Foundation |
| Potential interlocks | Significant ownership and control roles across Xplorer‑affiliated entities that hold NOTE shares (see Equity Ownership), which may require heightened oversight for related‑party considerations |
Expertise & Qualifications
- Deep corporate finance, capital allocation, M&A, and strategic transactions expertise across technology sectors .
- International experience (Asia, Hong Kong; global investing), and prior operating executive roles at Yahoo .
- Education: B.A. (UC), MBA (Columbia Business School), MIA (Columbia SIPA) .
Equity Ownership
| Holder/Source | Class A Shares | Notes |
|---|---|---|
| Personal holdings (Nilsson) | 599,232 | Direct ownership |
| Xplorer Capital Fund III L.P. | 2,123,155 | Managed by Nilsson; voting/dispositive power may be deemed |
| XC FiscalNote‑B, LLC | 2,250,000 | Managed by Nilsson; voting/dispositive power may be deemed |
| Xplorer Capital | 301,585 | Managed by Nilsson; voting/dispositive power may be deemed |
| Xplorer Capital Continuation Fund I, LLC | 4,752,782 | Managed by Nilsson; voting/dispositive power may be deemed |
| XC FiscalNote‑C, LLC | 318,584 | Managed by Nilsson; voting/dispositive power may be deemed |
| RSUs vesting ≤60 days | 134,615 | Director RSU grant vesting as of next annual meeting |
| Total beneficial ownership | 10,479,954 | 6.77% of total common stock; 2.96% of total voting power |
- Ownership guidelines: Directors must hold at least 5x annual cash retainer within 5 years of listing/election; compliance status by individual is not disclosed. Company policy prohibits hedging/pledging of company stock .
Insider Trades (Section 16)
| Period | Event | Note |
|---|---|---|
| December 2024 | Late Section 16 report | Reported a stock grant in lieu of quarterly cash retainer; one late filing noted for Nilsson |
Governance Assessment
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Strengths:
- Independence affirmed; serves on Governance Committee overseeing board composition, governance principles, and annual evaluations .
- Significant “skin‑in‑the‑game”: 6.77% ownership across personal and Xplorer entities, aligning interests with shareholders .
- Relevant transaction expertise from Yahoo and TPG Growth; prior M&A Committee leadership during acquisitive period .
- Board policies include stock ownership guidelines and clawback policy; hedging/pledging prohibited, supporting alignment and risk control .
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Risks and potential RED FLAGS:
- Related‑party exposure risk: Nilsson manages entities holding substantial NOTE stakes; while no specific related‑party transactions with Nilsson/Xplorer are disclosed in the proxy, oversight remains critical given his former M&A Chair role and ongoing Governance Committee influence .
- Controlled company structure: Company is a “controlled company,” which can weaken governance standards; although the company states it does not currently rely on exemptions, investors should monitor governance rigor over time .
- Section 16 compliance: One late filing in 2024 associated with stock retainer election; minor process oversight signal .
-
Attendance and engagement:
- Board held 15 meetings in 2024; all directors met ≥75% participation thresholds; Governance Committee met four times, indicating ongoing engagement in governance processes .
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Director pay mix and trends:
- Compensation is equity‑heavy ($175k RSUs annually) with modest cash retainers; Nilsson’s cash fees rose from $30k in 2023 to $40k in 2024, consistent with committee responsibilities and stock‑in‑lieu elections .
- No performance‑conditioned director equity; vesting is time‑based, which is standard for directors .