| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Employment Agreements
On October 31, 2025 FiscalNote Holdings, Inc. (the “Company”) entered into amended and restated employment agreements with each of Josh Resnik, the Company’s President & Chief Executive Officer (the “Resnik A&R Agreement”) and Jon Slabaugh, the Company’s Chief Financial Officer & SVP, Corporate Development (the “Slabaugh A&R Agreement” and together with the Resnik A&R Agreement, the “A&R Agreements”). The A&R Agreements (i) modify the multiple applied to base salary in calculating benefits payable upon a Covered Termination (as defined in the A&R Agreements), (ii) provide for a revised definition of “Good Reason” and (iii) clarify that, in calculating benefits payable upon a Covered Termination, “Target Bonus” shall be based on the fiscal year in which the Date of Termination (as defined in the A&R Agreements) occurs. The A&R Agreements are otherwise on substantially the same terms and conditions as previously disclosed, with respect to Mr. Slabaugh, in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2025 and, with respect to Mr. Resnik, in Exhibit 10.2 to Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2024.
Each of the A&R Agreements described in the preceding paragraph was approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”).
The foregoing description of the A&R Agreements is qualified in its entirety by the full text thereof, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and which are incorporated herein by reference.
Retention Awards
On October 30, 2025, the Committee approved a one-time cash retention award to each of Messrs. Resnik and Slabaugh, in the amount set forth opposite each officer’s name below (each, a “Retention Award” and together, the “Retention Awards”):
|
|
|
|
|
| Officer |
|
Retention Award |
|
| Josh Resnik, President and Chief Executive Officer |
|
$ |
500,000 |
|
| Jon Slabaugh, Chief Financial Officer and SVP, Corporate Development |
|
$ |
300,000 |
|
Each Retention Award will be paid if the applicable officer remains employed forty-eight (48) months after the execution of the award agreement governing the Retention Award, provided, however, that the obligation to pay the Retention Award would be accelerated in certain scenarios set forth in the award agreement governing the Retention Award.
The foregoing description of the terms and conditions of the Retention Awards is qualified in its entirety by reference to the award agreements governing the Retention Awards, the form of which is filed as Exhibit 10.3 to this Current Report.
Termination of Change in Control Severance Plan
On October 30, 2025, the Committee approved an Amended and Restated Change in Control Severance Plan (the “A&R CiC Plan”) to replace the Change in Control Severance Plan, effective as of October 5, 2021 (the “Prior CiC Plan”). Unlike the Prior CiC Plan, none of the Company’s principal executive officer, principal financial officer, or named executive officers participates in the A&R CiC Plan.
