FISCALNOTE HOLDINGS, INC., DEF 14A filed on 4/15/2026
Proxy Statement (definitive)
v3.26.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name FiscalNote Holdings, Inc.
Entity Central Index Key 0001823466
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

Year

 

 

Summary
compensation
table total for
PEO (Timothy
Hwang) (1)

 

 

 

Compensation
actually paid
to PEO (Timothy
Hwang) (1) (3)

 

 

 

Summary
compensation
table total for PEO (Josh Resnik) (2)

 

 

 

Compensation
actually paid
to PEO (Josh
Resnik) (2) (3)

 

 

 

Average
summary
compensation
table total for
non-PEO named
executive
officers (4)

 

 

 

Average
compensation
actually paid
to non-PEO named
executive
officers (4)

 

 

 

Value of
initial
fixed $100
investment
based on:
Total
shareholder
return (5)

 

 

 

Net income
(loss)

 

2025

 

 

 

—

 

 

 

 

—

 

 

 

$

2,046,430

 

 

 

$

175,749

 

 

 

$

2,982,986

 

 

 

$

780,509

 

 

 

$

10.75

 

 

 

$

(65,247,000

)

2024

 

 

$

607,625

 

 

 

$

542,054

 

 

 

 

—

 

 

 

 

—

 

 

 

$

3,300,279

 

 

 

$

2,230,787

 

 

 

$

93.86

 

 

 

$

9,517,000

 

 

(1)
Timothy Hwang was the Company's principal executive officer for the fiscal year ended December 31, 2024.
(2)
Josh Resnik was the Company's principal executive officer for the fiscal year ended December 31, 2025.
(3)
To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each of the PEOs and for the average of the non-PEO NEOs is set forth following the footnotes to this table.
(4)
For the fiscal year ended December 31, 2024, Josh Resnik and Jon Slabaugh were the Company's non-PEO named executive officers. For the fiscal year ended December 31, 2025, Jon Slabaugh and Todd Aman were the Company's non-PEO named executive officers.
(5)
Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on December 31, 2023. Historical stock price performance is not necessarily indicative of future stock price performance.
  
Named Executive Officers, Footnote
(1)
Timothy Hwang was the Company's principal executive officer for the fiscal year ended December 31, 2024.
(2)
Josh Resnik was the Company's principal executive officer for the fiscal year ended December 31, 2025.
(4)
For the fiscal year ended December 31, 2024, Josh Resnik and Jon Slabaugh were the Company's non-PEO named executive officers. For the fiscal year ended December 31, 2025, Jon Slabaugh and Todd Aman were the Company's non-PEO named executive officers.
  
Adjustment To PEO Compensation, Footnote

Reconciliation of Compensation Actually Paid Adjustments

 

Year

 

Summary
Compensation
Table Total(1)

 

 

Minus
Grant Date
Fair Value of
Stock Option
and Stock
Awards
Granted in
Fiscal Year (4)

 

 

Plus
Fair Value
at Fiscal
Year-End of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Fiscal Year (5)

 

 

Plus (Minus)
Change in
Fair Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted
in Prior
Fiscal Years (6)

 

 

Plus
Fair Value
at Vesting of
Stock Option
and Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year (7)

 

 

Plus (Minus)
 Change in
Fair Value as of
Vesting Date of
Stock Option
and Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting Conditions
Were Satisfied
During
Fiscal Year (8)

 

 

Equals
Compensation
Actually Paid

 

Timothy Hwang

 

2024

 

$

607,625

 

 

 

—

 

 

 

—

 

 

$

(100,612

)

 

 

—

 

 

$

35,041

 

 

$

542,054

 

Josh Resnik

 

2025

 

$

2,046,430

 

 

$

(1,380,688

)

 

$

128,197

 

 

$

(487,421

)

 

$

118,423

 

 

$

(249,192

)

 

$

175,749

 

2024

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Non-PEO Named Executive Officers (10)

 

2025

 

$

2,982,986

 

 

$

(2,000,000

)

 

$

222,664

 

 

$

(310,265

)

 

 

—

 

 

$

(114,876

)

 

$

780,509

 

2024

 

$

3,300,279

 

 

$

(2,411,730

)

 

$

1,325,255

 

 

$

(8,171

)

 

 

—

 

 

$

25,154

 

 

$

2,230,787

 

 

(1)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(2)
Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.
(3)
Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP.
(4)
Represents the grant date fair value of the option awards and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(5)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(6)
Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in
accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year.
(7)
Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(8)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(9)
Represents the fair value as of the last day of the prior fiscal year of the option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(10)
For the fiscal year ended December 31, 2024, Josh Resnik and Jon Slabaugh were the Company's non-PEO named executive officers. For the fiscal year ended December 31, 2025, Jon Slabaugh and Todd Aman were the Company's non-PEO named executive officers. Amounts shown represent averages.
  
Non-PEO NEO Average Total Compensation Amount $ 2,982,986 $ 3,300,279
Non-PEO NEO Average Compensation Actually Paid Amount $ 780,509 2,230,787
Adjustment to Non-PEO NEO Compensation Footnote

Reconciliation of Compensation Actually Paid Adjustments

 

Year

 

Summary
Compensation
Table Total(1)

 

 

Minus
Grant Date
Fair Value of
Stock Option
and Stock
Awards
Granted in
Fiscal Year (4)

 

 

Plus
Fair Value
at Fiscal
Year-End of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Fiscal Year (5)

 

 

Plus (Minus)
Change in
Fair Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted
in Prior
Fiscal Years (6)

 

 

Plus
Fair Value
at Vesting of
Stock Option
and Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year (7)

 

 

Plus (Minus)
 Change in
Fair Value as of
Vesting Date of
Stock Option
and Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting Conditions
Were Satisfied
During
Fiscal Year (8)

 

 

Equals
Compensation
Actually Paid

 

Timothy Hwang

 

2024

 

$

607,625

 

 

 

—

 

 

 

—

 

 

$

(100,612

)

 

 

—

 

 

$

35,041

 

 

$

542,054

 

Josh Resnik

 

2025

 

$

2,046,430

 

 

$

(1,380,688

)

 

$

128,197

 

 

$

(487,421

)

 

$

118,423

 

 

$

(249,192

)

 

$

175,749

 

2024

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Non-PEO Named Executive Officers (10)

 

2025

 

$

2,982,986

 

 

$

(2,000,000

)

 

$

222,664

 

 

$

(310,265

)

 

 

—

 

 

$

(114,876

)

 

$

780,509

 

2024

 

$

3,300,279

 

 

$

(2,411,730

)

 

$

1,325,255

 

 

$

(8,171

)

 

 

—

 

 

$

25,154

 

 

$

2,230,787

 

 

(1)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(2)
Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.
(3)
Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP.
(4)
Represents the grant date fair value of the option awards and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(5)
Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(6)
Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in
accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year.
(7)
Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(8)
Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(9)
Represents the fair value as of the last day of the prior fiscal year of the option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(10)
For the fiscal year ended December 31, 2024, Josh Resnik and Jon Slabaugh were the Company's non-PEO named executive officers. For the fiscal year ended December 31, 2025, Jon Slabaugh and Todd Aman were the Company's non-PEO named executive officers. Amounts shown represent averages.
  
Total Shareholder Return Amount $ 10.75 93.86
Net Income (Loss) $ (65,247,000) $ 9,517,000
PEO Name Josh Resnik Timothy Hwang
Timothy Hwang    
Pay vs Performance Disclosure    
PEO Total Compensation Amount $ 0 $ 607,625
PEO Actually Paid Compensation Amount 0 542,054
Josh Resnik    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 2,046,430 0
PEO Actually Paid Compensation Amount 175,749 0
PEO | Timothy Hwang | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   (0)
PEO | Timothy Hwang | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   0
PEO | Timothy Hwang | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   (100,612)
PEO | Timothy Hwang | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   0
PEO | Timothy Hwang | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   35,041
PEO | Josh Resnik | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (1,380,688) 0
PEO | Josh Resnik | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 128,197 0
PEO | Josh Resnik | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (487,421) 0
PEO | Josh Resnik | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 118,423 0
PEO | Josh Resnik | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (249,192) 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (2,000,000) (2,411,730)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 222,664 1,325,255
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (310,265) (8,171)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (114,876) $ 25,154
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

Policy and Practices on Timing of Granting Options

While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, our practice generally is to not grant any such awards at a time when we are in possession of material nonpublic information and we generally do not grant stock options or similar awards (i) during trading blackout periods established under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. In addition, we do not time the disclosure of material nonpublic for the purpose of affecting the value of executive compensation. During the fiscal year ended December 31, 2025, we did not award any stock options to any of our named executive officers during the period beginning four business days before the filing of a Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.
Award Timing Method we do not time the disclosure of material nonpublic for the purpose of affecting the value of executive compensation.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true