Timothy Hwang
About Timothy Hwang
Independent status: Not independent; Executive Chair and co-founder of FiscalNote. Age 33; served as CEO from 2013 through December 31, 2024, and became Executive Chair effective January 1, 2025. Education: A.B. from Princeton University. Current affiliations include World Economic Forum Technology Pioneer recognition and trustee/board roles at Greater Washington Community Foundation, The After School Alliance, and member of the Council of Korean Americans. Tenure on NOTE board since founding in 2013; Class I Director with current term expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FiscalNote Holdings, Inc. | Chief Executive Officer | 2013–Dec 31, 2024 | Led strategy and operations; transitioned to Executive Chair |
| FiscalNote Holdings, Inc. | Executive Chair, Class I Director | Jan 1, 2025–present | Board leadership; no committee memberships disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Washington Community Foundation | Trustee | Current | Regional philanthropic trustee |
| After School Alliance | Board Member | Current | Non-profit board |
| Council of Korean Americans (CKA) | Member | Current | Civic organization member |
| World Economic Forum | Technology Pioneer (company recognition) | Current | Recognition noted in proxy |
Board Governance
- Classification and tenure: Class I Director; Executive Chair; term ends 2026 annual meeting. Board is classified into three classes with staggered three-year terms.
- Independence: Board majority independent; Hwang is not independent (co-founder/former CEO). Lead Independent Director: Michael J. Callahan.
- Committees: Audit (Chair: Anna Sedgley; members Brandon Sweeney, Key Compton), Compensation (Chair: Brandon Sweeney; members Stanley McChrystal, Michael J. Callahan), Governance (Chair: Michael J. Callahan; members Stanley McChrystal, Keith Nilsson). Hwang is not listed on any committee.
- Meetings and attendance: Board held 15 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Directors attended the 2024 Annual Meeting.
- Controlled company: Dual-class structure (Class B = 25 votes per share). Hwang’s voting power is majority (see Equity Ownership). Company states it largely does not rely on controlled company exemptions.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $416,146 | $425,279 |
| Bonus ($) | — | — |
| Perquisites/All Other Compensation ($) | $26,586 (incl. 401(k) and reimbursements) | $71,575 (incl. ~$59,486 reimbursements for personal legal, commuter travel, IT, news, plus 401(k)) |
| Director Program Participation | Not eligible for non-employee director fees/grants (employee) | Not eligible for non-employee director fees/grants (employee) |
- Employment agreement (pre-2025): Base salary $425,000; target bonus 75% of base; substantial equity block designed to reach 10% fully diluted ownership via RSUs and options. Non-competition and non-solicitation for 12 months post-employment; confidentiality/IP assignment.
- Employment agreement (amended, effective Jan 1, 2025): If terminated without Cause or resigns for Good Reason (including within 6 months prior to or 12 months post Change in Control), continuing payment of agreed salary as if employed through Jan 1, 2030; 12 months accelerated vesting (full acceleration if termination in connection with Change in Control); 6 months COBRA subsidy.
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| GAAP Revenue ($mm) | 40% | 123.0 | 127.2 | 131.0 | 120.3 | 0% |
| Annual Recurring Revenue ($mm) | 35% | 116.0 | 121.9 | 126.0 | 107.0 | 0% |
| Adjusted EBITDA ($mm) | 25% | 7.0 | 9.5 | 12.0 | 9.8 | 100% |
| 2024 STI Outcome for Hwang | Value |
|---|---|
| Base Salary ($) | $425,000 |
| Target Bonus (% of Base) | 75% |
| Initial Bonus Amount (25% of Target) | $79,688 |
| Individual Performance Modifier | +10% |
| Culture & Inclusion Modifier | +8% |
| Final Payout ($) | $94,031 |
- Long-term incentives: Block RSU and option awards from 2022–2023; no new 2024 annual equity grant due to prior multi-year block.
- Clawback: Executive Compensation Clawback Policy adopted in 2023 to recoup excess incentive-based compensation after material restatements (NYSE 303A.14 compliance).
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed (public company) | — | — |
- Non-profit and civic boards listed above; no public company directorships disclosed for Hwang, reducing interlock conflict risk.
Expertise & Qualifications
- Founder-level understanding of policy data/AI, industry/customer landscape; strategic direction and vision for the company.
- Governance: Executive Chair leadership; Board utilizes Lead Independent Director to balance governance.
- Education: Princeton University (A.B.).
Equity Ownership
| Class | Shares Beneficially Owned | Ownership % of Total Common | Voting Power % |
|---|---|---|---|
| Class A Common | 4,572,985 | 7.38% | — |
| Class B Common (25 votes/share) | 7,108,623 | — | 51.02% |
| Total (as single class) | — | 7.38% | 51.02% |
- Beneficial ownership structure includes Hwang Revocable Trust holdings, options exercisable within 60 days, and RSUs vesting within 60 days.
- Hedging/pledging: Company policy prohibits hedging and pledging; directors and employees generally barred from short sales, derivatives, and monetization transactions.
- Stock ownership guidelines: Directors to hold ≥5x annual cash retainer value within five years; officers have multiple of salary guidelines (CEO 6x, CFO/COO 3x, others 2x). Hwang ceased to be an “executive officer” effective Jan 1, 2025; director guidelines apply to non-employee directors.
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Type | Exercisable (#) | Unexercisable (#) | Perf. Options (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| 6/18/2018 | Options | 1,110,438 | — | — | 1.50 | 6/17/2028 | — | — |
| 7/29/2020 | Options | 296,749 | — | — | 2.44 | 7/28/2030 | — | — |
| 2/11/2021 | Perf. Options | — | — | 296,750 | 2.72 | 2/10/2031 | — | — |
| 5/31/2021 | Options | 866,510 | — | — | 3.63 | 5/30/2026 | — | — |
| 5/31/2021 | Perf. Options | — | — | 296,750 | 3.63 | 5/30/2026 | — | — |
| 10/5/2022 | Options | 718,662 | 718,662 | — | 6.28 | 10/4/2032 | — | — |
| 1/19/2023 | RSUs | — | — | — | — | — | 1,437,328 | $1,537,941 (at $1.07/sh) |
- Vesting highlights: 10/5/2022 options vest in four annual installments from April 1, 2023; 1/19/2023 RSUs vest 1/24th monthly from April 1, 2024. Certain performance options vest upon specified share price hurdles.
Governance Assessment
- Board effectiveness: Independent committees chaired by non-management directors, with a Lead Independent Director and committee charters; annual self-evaluations; at least one audit committee financial expert (Sedgley). Positive governance structure offset by controlled company dynamics.
- Independence and conflicts:
- Not independent (Executive Chair/co-founder), with majority voting power (51.02%) via Class B; control concentrated. RED FLAG: Majority voting control can reduce minority shareholder influence.
- Related-party/perquisites: Personal legal and commuter travel reimbursements; policy requires Audit Committee review of related party transactions >$120k; perquisites disclosed as all other compensation.
- Section 16(a) compliance: One late filing for Hwang in Feb 2024. Minor compliance lapse.
- Compensation alignment:
- 2024 STI paid 25% of target based on company underperformance vs revenue/ARR thresholds but meeting EBITDA target; final payout $94,031 after positive modifiers. Mixed alignment—payout despite misses on growth KPIs, but structurally objective and capped.
- LTI emphasis strong (multi-year RSU/option block); performance options tied to stock price hurdles.
- Clawback policy compliant with NYSE; hedging/pledging prohibited, supporting alignment.
- Severance/change-in-control:
- Pre-2025: Standard severance = base + target bonus, 12 months vesting acceleration, 12 months COBRA; CIC severance = 1.5x base + target bonus, full vesting acceleration, 18 months COBRA.
- Post-2025 (Executive Chair): Salary continuation through Jan 1, 2030 upon termination without Cause/for Good Reason; vesting acceleration; 6 months COBRA. RED FLAG: Extended salary continuation through 2030 can be value-transfer risk in downside scenarios.
- Say-on-pay: Not required as an emerging growth company; scaled disclosures used. Investors must monitor compensation design via proxy disclosures rather than advisory votes.
Overall: Hwang’s founder leadership and strategic experience are positives for continuity; however, non-independence and majority voting control present governance concentration risk. Compensation design shows objective metrics with clawback and anti-hedging protections, but the post-2025 severance terms are unusually protective.
Director Compensation (Program Overview; Hwang excluded as employee)
| Component | Amount |
|---|---|
| Annual Cash Retainer (non-employee director) | $30,000 |
| Committee Chair Retainers | Audit $25,000; Compensation $15,000; Governance $10,000 |
| Lead Independent Director Retainer | $25,000 |
| Annual RSU Grant | $175,000 grant date value; 134,615 RSUs granted May 29, 2024 vest at next annual meeting |
| Election to receive retainers in stock | Available (fully vested shares in lieu of cash) |
- Hwang did not receive non-employee director compensation, as he was an employee director.
Equity Ownership & Alignment Details
- Ownership guidelines: Directors (non-employee) ≥5x annual cash retainer; officers have salary multiples; prohibition on hedging/pledging enhances alignment.
- Dual-class risks: Class B shares with 25 votes amplify control; Hwang’s 51.02% voting power is a structural RED FLAG for minority investors.
Risk Indicators & RED FLAGS
- Majority voting control (51.02%) via Class B shares. RED FLAG.
- Executive Chair is not independent; potential influence over agenda and oversight. RED FLAG.
- Generous severance (salary continuation to 2030) under 2025 agreement. RED FLAG.
- Late Section 16(a) report (Feb 2024). Minor compliance flag.
- Perquisites (personal legal, travel reimbursements) warrant monitoring for scope and necessity.
Notes on Compensation Committee Analysis
- Independent consultant FW Cook engaged in 2024; independence assessed and affirmed.
- Peer data and survey methodology refreshed in 2024; used for benchmarking executive and director pay and plan design.
- Committee meetings: Compensation Committee met 12 times in 2024.
Related Party Transactions Policy
- Audit Committee reviews and approves related party transactions over $120,000; standard exceptions apply for ordinary compensation.
Appendix: Key Equity Award Vesting Terms (Hwang)
- RSUs (10/5/2022): 1/24th monthly from April 1, 2022 through April 1, 2024 (first award).
- RSUs (1/19/2023): 1/24th monthly from April 1, 2024 (second award).
- Options (10/5/2022): Four equal annual installments from April 1, 2023.
- Performance options (various 2021 grants): vesting tied to share price hurdles ($14.25–$21.25; $30 for certain 2021 options or upon change in control).