Michael Callahan
About Michael J. Callahan
Michael J. Callahan, age 56, is Lead Independent Director and a Class II director at FiscalNote Holdings, Inc. (NOTE), serving on the Board since April 2017 and appointed Lead Independent Director at the 2022 Business Combination closing . He is Chief Legal Officer of Rivian Automotive, Inc. (since February 2023), and previously served as Executive Director of the Rock Center for Corporate Governance and Professor of the Practice of Law at Stanford Law School (2018–2023) . He held senior legal leadership roles at LinkedIn (2014–2018), auction.com (2013–2014), and Yahoo! (1999–2012), beginning his career as an M&A associate at Skadden; he holds a B.S. from Georgetown University’s Walsh School of Foreign Service and a J.D. from the University of Connecticut School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rivian Automotive, Inc. | Chief Legal Officer | Feb 2023–present | Public company CLO; governance, compliance leadership |
| Stanford Law School (Rock Center for Corporate Governance) | Executive Director; Professor of the Practice of Law | Jun 2018–Feb 2023 | Academic governance; corporate governance thought leadership |
| LinkedIn Corporation | VP, General Counsel & Secretary; Senior Vice President | 2014–2018 | Global legal, regulatory, public policy responsibility |
| auction.com | Chief Legal Officer | Jan 2013–Jun 2014 | Legal leadership at online marketplace |
| Yahoo! Inc. | SVP, General Counsel & Secretary (2003–2007); EVP, General Counsel & Secretary (2007–2012) | 1999–2012 | Senior legal officer; oversight of compliance and regulation |
| Skadden, Arps, Slate, Meagher & Flom | M&A and corporate associate | Not disclosed | Transaction execution and corporate advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgetown Technology Alliance | Board member (serves or has served) | Not disclosed | Tech community governance |
| Joint Venture Silicon Valley | Board member (serves or has served) | Not disclosed | Regional economic development governance |
| Nasdaq Listing and Hearing Review Council | Member (serves or has served) | Not disclosed | Market listing standards oversight |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules; serves as Lead Independent Director .
- Board & Committee Activity (2024): Board met 15 times; each director attended at least 75% of Board and assigned committee meetings .
- Committee Memberships:
- Compensation Committee member (12 meetings in 2024; Brandon Sweeney, Chair; McChrystal, Callahan) .
- Governance Committee Chair (4 meetings in 2024; Callahan, McChrystal, Nilsson) .
- Lead Independent Director responsibilities include agenda-setting with Executive Chair/CEO, presiding over executive sessions, coordinating committee chairs, and leading Board performance discussions .
- Executive sessions: Independent directors meet regularly in executive sessions; principles of corporate governance adopted with 10-year term limits for non-management directors and an audit committee financial expert requirement (Anna Sedgley designated) .
Fixed Compensation
| Component | Amount | Structure/Terms | 2024 Actual |
|---|---|---|---|
| Annual Cash Retainer | $30,000 | Paid quarterly; option to elect stock in lieu of cash; no meeting fees | |
| Lead Independent Director Retainer | $25,000 | Paid quarterly; role-based | |
| Governance Committee Chair Retainer | $10,000 | Paid quarterly; role-based | |
| Annual RSU Grant | $175,000 | Grants in connection with Annual Meeting; 1-year vest; standard director RSU terms | |
| Total 2024 Director Compensation (Callahan) | — | — | Fees earned/pd in cash: $65,000; Stock awards: $175,000; Total: $240,000 |
Performance Compensation
| Metric Category | Metric | Target/Weights | 2024 Director Plan Use |
|---|---|---|---|
| Director Equity | RSUs | Time-based vesting (1-year) | No performance-based metrics for director pay; RSUs are time-based |
No director meeting fees; cash retainers only for base + role premiums; directors may elect stock in lieu of cash .
Other Directorships & Interlocks
| Category | Company/Body | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in proxy for Callahan |
| External boards/councils | Georgetown Technology Alliance | Board member | Non-profit/industry |
| External boards/councils | Joint Venture Silicon Valley | Board member | Non-profit/regional |
| External councils | Nasdaq Listing and Hearing Review Council | Member | Market governance body |
| Potential interlocks | — | — | No related-party transactions disclosed involving Callahan |
Expertise & Qualifications
- Deep legal, compliance, and public company governance expertise from senior roles at Yahoo!, LinkedIn, and Rivian .
- Academic governance and thought leadership via Stanford Rock Center .
- Education: B.S., Georgetown University Walsh School of Foreign Service; J.D., University of Connecticut School of Law .
Equity Ownership
| Holder | Class A Shares (Direct) | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Class A | % of Total Common Stock | % of Total Voting Power |
|---|---|---|---|---|---|---|
| Michael J. Callahan | 139,700 | 59,350 | 134,615 | 333,665 | <1% | <1% |
- Stock ownership guidelines: Directors must hold shares/RSUs/options equal to at least 5x annual cash retainer by the fifth anniversary of public listing or election; compliance status by director not disclosed .
- Hedging/pledging: Prohibited for directors and employees under Insider Trading Policy; pre-clearance and blackout periods apply .
- Section 16 compliance: The company reported certain late filings in 2024 (for specified insiders), but did not list Callahan among late filers .
Governance Assessment
- Strengths:
- Lead Independent Director with defined authority enhances board effectiveness; chairs Governance Committee driving director selection, committee composition, and annual evaluations .
- Clear independence determination; majority independent board; regular executive sessions .
- Director pay mix emphasizes equity (time-based RSUs), supporting ownership alignment; option to take stock in lieu of cash further aligns incentives .
- Stock ownership guidelines, clawback policy compliant with NYSE 303A.14, and anti-hedging/anti-pledging strengthen alignment and accountability .
- Watch items / RED FLAGS:
- Controlled company status concentrates voting power (Class B: 25 votes/share), though company states it does not intend to rely on exemptions; continued vigilance on minority shareholder protections warranted .
- Late Section 16 filings occurred for several insiders in 2024 (not including Callahan); indicates filing control process requires monitoring .
- Attendance and engagement: Board held 15 meetings; directors attended ≥75% of Board/committee meetings—consistent engagement; specific attendance percentages by director not disclosed .
- Compensation committee independence and consultant: Compensation Committee members meet NYSE independence; FW Cook engaged as independent consultant with independence affirmed—supports robust pay governance oversight (Callahan serves on committee) .
Overall, Callahan’s governance profile reflects strong independence, significant legal/compliance expertise, and leadership in governance processes (Lead Independent Director, Governance Chair), with alignment reinforced by equity-heavy director compensation and ownership policies .