FiscalNote Discloses New CEO Key Compton's Compensation Package
NOTEW has more than doubled off its 52-week low of $0.001 on elevated volume (4.1× avg).
Summary
FiscalNote's 8-K/A details CEO Key Compton's compensation: $425K salary, 75% bonus target, 1.45M performance shares tied to stock price milestones, and a $1M change-in-control bonus. The terms were not in the original appointment filing.
Key Events · Executive and Board Changes · NOTEW
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CEO Compensation Terms Disclosed
Key Compton's employment agreement includes a $425,000 annual base salary, a target annual bonus of 75% of base salary, and an initial grant of 1,450,000 performance-based restricted shares.
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Performance Share Vesting Tied to Stock Price
The 1.45M performance shares vest only if the company's volume-weighted average stock price reaches specified milestones over 5 or 10 years, plus service conditions of 1-2 years.
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Change-in-Control Bonus
Compton is entitled to a $1 million transaction bonus upon a change in control, reduced by any proceeds from vesting of the performance shares, and eligible for six months after termination without cause.
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Severance and Tax Gross-Up
Severance includes 50% of base salary and bonus (100% if in change-in-control period), accelerated vesting, and COBRA coverage. The company will also gross up taxes on the initial performance share award.
Analysis · NOTEW · Trade & Services
The amendment reveals the compensation terms for newly appointed CEO Key Compton, including a $425,000 base salary, a 75% target bonus, and 1.45 million performance-based restricted shares. The performance shares vest only if the stock price hits certain milestones over 5-10 years, aligning CEO pay with shareholder recovery. The package also includes a $1 million change-in-control bonus and a tax gross-up on the initial equity grant. While the appointment was known, these terms were not previously disclosed and are material given the company's severe financial distress and penny-stock price.
At the time of this filing, NOTEW was trading at $0.01 on OTC in the Trade & Services sector, with a market capitalization of approximately $3.4M. The 52-week trading range was $0.00 to $0.56. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.