Key Compton
About Key Compton
Key Compton (age 55) is a Class I independent director at FiscalNote (NOTE), serving since February 2021. He is Co‑Founder and Managing Director at Urgent International Inc., operator of the Global Public Offering Fund (“GPO Fund”). His background spans operating, sales, product, and investment roles in technology businesses. Education: B.A., University of Vermont; MBA (Columbia Business School) and graduate degree (London Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LivePerson, Inc. | Senior Vice President | 2014–2016 | Senior operating role in SaaS |
| AddThis, Inc. (acquired by Oracle) | President of Data & Distribution | 2011–2013 | Led data strategy, sales, product; company acquired by Oracle |
| XGraph, Inc. | Co‑Founder/Leader (data science firm) | 2008–2011 | Founder/operator in data analytics |
| Solbright, Inc. | Co‑Founder/Leader (ad business systems) | 1997–2003 | Built ad systems business |
| Mimeo.com, Inc. | Co‑Founder/Leader (document tech/print services) | Not disclosed | Founding leader |
| SoundSpectrum, Inc. | Co‑Founder/Leader (iTunes visualizer creator) | Not disclosed | Founding leader |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urgent International Inc. (GPO Fund) | Co‑Founder & Managing Director | 2017–present | Manages GPO Fund investing globally |
| Spire Global Inc. (NYSE: SPIR) | Director | Jul 2019–Aug 2021 | Member, Audit Committee |
Board Governance
- Classification and term: Class I director; current term ends at 2026 annual meeting .
- Independence: Board determined Compton is independent under NYSE rules; Board majority independent .
- Committees: Member, Audit Committee; Audit Committee members are Anna Sedgley (Chair), Brandon Sweeney, and Key Compton; Audit met 8 times in 2024 .
- Prior committee service: Member, M&A Committee in prior years; M&A Committee disbanded in Feb 2025 .
- Attendance: Board held 15 meetings in 2024; every director attended at least 75% of Board and committee meetings on which they served .
- Leadership structure: Executive Chair is a co‑founder (Timothy Hwang); Lead Independent Director is Michael J. Callahan who presides over executive sessions of independent directors .
Fixed Compensation
Policy and actual director compensation (cash retainers and equity) emphasize equity over cash; no meeting fees.
| Item | Amount/Terms |
|---|---|
| Annual cash retainer | $30,000 per director |
| Committee chair retainers | Audit: $25,000; Compensation: $15,000; Governance: $10,000 |
| Lead Independent Director retainer | $25,000 |
| Equity grant (annual) | RSUs with $175,000 grant-date value; vest on 1-year anniversary |
| Election to take cash in stock | Directors permitted to elect shares in lieu of cash retainers after 2024 AM |
Director compensation received by Key Compton:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $22,500 | $30,000 |
| Stock Awards ($) | $175,000 | $175,000 |
| Total ($) | $197,500 | $205,000 |
Additional equity detail:
- On May 29, 2024, each director received 134,615 RSUs vesting at the 2025 Annual Meeting date .
Performance Compensation
Director equity is time-based; no performance metrics apply to director awards.
| Equity Award Terms | Details |
|---|---|
| Award type | RSUs for non-employee directors |
| Grant timing | Initial grant upon joining; annual grant in connection with annual meeting |
| Grant-date value | $175,000 per year |
| Vesting | One-year cliff from grant date |
| Performance conditions | None (time-based only) |
Policies affecting incentive alignment and risk:
- Stock ownership guidelines: Within 5 years, directors must hold at least 5x annual cash retainer (can count unvested service-only RSUs and in-the-money options) .
- Hedging/pledging prohibited for directors (no shorting, derivatives, monetization, pledging) under Insider Trading Policy .
- Clawback: Company maintains an executive compensation clawback policy per NYSE 303A.14 (primarily applicable to executives) .
Other Directorships & Interlocks
| Entity | Nature | Notes |
|---|---|---|
| Spire Global Inc. | Prior public directorship | Director and Audit Committee member (2019–2021) |
| Urgent International / GPO Fund | Investment manager | Compton’s firm; affiliated entities (GPO Master Fund; Urgent Capital) hold FiscalNote shares (see ownership) |
| Interlocks/transactions | None disclosed | No related-party transactions involving Compton disclosed in proxies |
Expertise & Qualifications
- Corporate finance, capital allocation, and investment; technology operations, sales, and product development—supports Audit Committee financial literacy requirements on the committee (chair is Sedgley as audit committee financial expert) .
- Graduate business education (Columbia Business School; London Business School) .
Equity Ownership
Beneficial ownership as of April 2, 2025:
| Component | Shares | Notes |
|---|---|---|
| Class A shares held directly (Compton) | 139,700 | Direct ownership |
| Class A via GPO Master Fund, L.P. | 184,032 | Compton may be deemed to have voting/dispositive power through roles at Urgent entities |
| Class A via Urgent Capital LLC | 1,466 | Compton may be deemed to have voting/dispositive power |
| RSUs vesting ≤60 days (settlement right) | 134,615 | RSUs scheduled to vest around annual meeting |
| Total beneficial (per table) | 459,813 | Less than 1% of total shares outstanding |
| Ownership as % of total common | <1% | As reported (“*” in proxy table) |
Pledging/hedging: Company policy prohibits both; no pledging by Compton disclosed .
Governance Assessment
-
Strengths
- Independent director with relevant operating and investment experience; serves on Audit Committee, supporting board oversight of financial reporting and risk .
- Equity-heavy director pay (annual $175k RSUs) and optional stock-for-cash retainer election, aligning director interests with shareholders; stock ownership guideline at 5x retainer further reinforces alignment .
- Board and committee attendance threshold met (≥75%); Audit Committee active (8 meetings in 2024) .
- Hedging/pledging prohibitions reduce misalignment risk .
-
Watch items
- Section 16 reporting: One late filing for Compton in 2023 (reported in 2024 proxy as “one report filed late … two transactions in August 2023”)—administrative but a compliance footnote. No late reports for Compton noted in 2025 proxy. RED FLAG (minor) .
- Affiliations through Urgent International/GPO Fund beneficially owning FiscalNote shares create potential optics issues if any transactions arose; no related-party transactions involving Compton disclosed. Monitor future related-party disclosures. .
-
Overall: Compton enhances board effectiveness (Audit membership, technology/operator-investor perspective) with clear independence and equity alignment. Minor administrative filing issue in 2023 noted; no material conflicts disclosed .
Insider Trading/Section 16 Compliance
| Year (Proxy) | Note |
|---|---|
| 2024 (covers 2023 activity) | One late Section 16 report filed for Compton (two Aug 2023 transactions) |
| 2025 (covers 2024 activity) | Late reports disclosed for several directors; Compton not listed among late filers |
Appendix: Additional Context
- Board meeting cadence: 15 Board meetings in 2024; Audit 8; Compensation 12; Governance 4 .
- Director elections: Compton’s Class I seat next stands for election at the 2026 annual meeting .