Manoj Jain
About Manoj Jain
Manoj Jain (age 46) serves as a Class III Director at FiscalNote Holdings, Inc., standing for re‑election at the 2025 Annual Meeting after being reclassified from Class II in December 2024 following a board vacancy. He is the co‑chief investment officer, chief executive officer, and chairman of DSAC, and co‑chief investment officer and co‑founder of Maso Capital; previously he spent nine years at Och‑Ziff (Hong Kong and New York) and began his career as an M&A analyst at Credit Suisse First Boston. He holds an M.A. in Management Studies from Cambridge University. The Board’s independence determination did not include Mr. Jain among independent directors under NYSE rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Och‑Ziff Capital Management (Hong Kong/New York) | Managing Director (HK); earlier generalist analyst (NY) focused on Asia merger arbitrage, event‑driven and capital markets | Nine years at Och‑Ziff (before founding Maso Capital) | Multi‑strategy, event‑driven expertise |
| Credit Suisse First Boston | Analyst, Mergers & Acquisitions (New York) | Prior to Och‑Ziff | Transaction execution experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| DSAC | Co‑CIO, CEO, and Chairman | Public shell/SPAC context | Named as DSAC leadership in biography |
| Maso Capital | Co‑CIO and Co‑Founder | Private | Alternative investments; event‑driven focus |
| Maso Capital Offshore Limited (MCOL) | Director | Private | MCOL is sole member/manager of Sponsor; governance over Sponsor shares |
| Maso Capital Partners Limited (MCPL) | Director | Private | MCPL is investment manager for MCIL, Blackwell, Star V; voting/investment discretion |
Board Governance
- Classification and election: Class III; reclassified from Class II to Class III on Dec 31, 2024 due to a resignation; nominee for term ending 2028.
- Committee assignments (current): None. Audit Committee (Sedgley, chair; Sweeney; Compton); Compensation Committee (Sweeney, chair; McChrystal; Callahan); Governance Committee (Callahan, chair; McChrystal; Nilsson). Mr. Jain is not listed on these committees.
- Independence: The Board identified Callahan, Compton, McChrystal, Nilsson, Sedgley, and Sweeney as independent under NYSE standards; Mr. Jain is not listed among independent directors.
- Attendance: The Board met 15 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Engagement: Directors attended the 2024 Annual Meeting and are expected to attend the 2025 Annual Meeting.
- Board leadership and executive sessions: Executive Chair is a co‑founder; Callahan serves as Lead Independent Director with defined agenda‑setting and session‑presiding duties; independent directors meet in executive session regularly.
- Policies relevant to alignment and risk: Director stock ownership guideline = 5x annual cash retainer within five years; hedging and pledging (including short sales, derivatives, monetization) prohibited; NYSE‑compliant clawback policy adopted.
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount/Terms | Mr. Jain’s 2024 Outcome |
|---|---|---|
| Annual cash retainer | $30,000; payable quarterly; option to elect stock in lieu of cash | $30,000; elected to receive Q3 and Q4 2024 retainers in stock |
| Committee chair retainers | Audit $25,000; Comp $15,000; Governance $10,000; Lead Independent $25,000 | Not applicable (not a chair) |
| Annual equity grant | RSUs with $175,000 grant‑date value; vest on 1‑year anniversary (or at the Annual Meeting per 2024 grants) | $175,000 RSUs; 134,615 RSUs granted on May 29, 2024 vesting at the 2025 Annual Meeting |
| Meeting fees | None | None |
Director compensation received by Mr. Jain in 2024:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Manoj Jain | $30,000 | $175,000 | $205,000 |
Grant detail (equity):
| Grant Date | Instrument | Shares | Vesting |
|---|---|---|---|
| 2024-05-29 | RSUs | 134,615 | Vest on the date of the 2025 Annual Meeting |
Performance Compensation
- No performance‑conditioned compensation disclosed for non‑employee directors; annual RSU awards are time‑based.
Other Directorships & Interlocks
| Entity | Relationship to NOTE | Ownership/Influence | Mr. Jain’s Role/Link |
|---|---|---|---|
| Sponsor, Maso Capital Investments Limited (MCIL), Blackwell Partners LLC – Series A, Star V Partners LLC | 5%+ beneficial owners as a group | 43,056,588 Class A shares; 25.51% of total common stock; 11.71% voting power | Mr. Jain is a director of MCOL and MCPL that exercise voting/investment discretion over these entities; may be deemed to share voting/dispositive power (disclaims beneficial ownership beyond pecuniary interest) |
| DSAC | Legacy SPAC counterparty to business combination (now FiscalNote) | Sponsor and affiliates party to lock‑up and registration rights | Mr. Jain is CEO/Chair of DSAC per biography ; Sponsor/affiliates entered sponsor agreement and registration rights at combination close |
Related‑party exposure from the Business Combination (context):
- Sponsor Agreement: Lock‑ups and sale limitations for Sponsor equity following closing.
- Registration Rights Agreement: Demand and piggy‑back registration rights for Sponsor and other holders.
Expertise & Qualifications
- Capital markets and corporate finance expertise (merger arbitrage, event‑driven investing, capital markets).
- Strategic transactions and investor relations experience.
- Education: M.A. in Management Studies, Cambridge University (U.K.).
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Common Stock | % of Total Voting Power | Notes |
|---|---|---|---|---|---|
| Manoj Jain (beneficially) | 43,321,007 | — | 25.65% | 11.78% | Includes affiliates; see footnotes |
| — of which: directly held by Mr. Jain | 129,804 | — | — | — | Direct holdings |
| — RSUs vesting within 60 days | 134,615 | — | — | — | Vested/settling soon |
| Affiliates (Sponsor/MCIL/BW/SV) | 43,056,588 (grouped) | — | 25.51% | 11.71% | Voting/dispositive power at MCOL/MCPL level; Mr. Jain is a director of MCOL/MCPL (disclaims beneficial ownership beyond pecuniary interest) |
Ownership and alignment policies:
- Director ownership guideline: 5x annual cash retainer within five years of listing or appointment.
- Hedging/pledging prohibited for directors.
Insider reporting:
- Section 16(a): One late Form 4 filing for Mr. Jain (stock grant in lieu of quarterly cash retainer awarded in Dec 2024).
Governance Assessment
-
Positives:
- Significant capital markets and M&A expertise relevant to FiscalNote’s ongoing portfolio reshaping and capital structure initiatives.
- High board engagement: Board met 15 times; each director (including Mr. Jain) attended ≥75% of meetings; directors attend annual meetings.
- Alignment mechanisms: Director ownership guidelines and prohibition on hedging/pledging; existence of an NYSE‑compliant clawback policy.
- Equity‑heavy director pay and ability to take retainers in stock (Mr. Jain elected stock for Q3/Q4 2024), aligning with shareholders.
-
Risks / RED FLAGS:
- Independence: Mr. Jain is not listed among independent directors under NYSE standards; potential conflict perception given affiliations and large beneficial stake.
- Concentrated ownership: Beneficial ownership tied to Sponsor/Maso group holds ~25.5% of common stock; Mr. Jain is a director of entities with voting/dispositive control, creating interlock/related‑party optics.
- Related‑party background: Sponsor Agreement and Registration Rights Agreement from the business combination involve entities linked to Mr. Jain’s affiliations.
- Compliance: One late Section 16 filing reported for Mr. Jain in 2024.
-
Committee leverage:
- No current committee assignments for Mr. Jain (Audit, Compensation, Governance are chaired and staffed by other independent directors), which limits direct oversight influence in key committees but also reduces potential conflicts on sensitive committees.