FiscalNote Holdings, Inc.

The Compensation Committee performs an annual review and assessment of FiscalNote’s executive compensation programs, including each executive’s level and mix of base salary, short and long-term incentive and other compensation elements. In performing this assessment, the Compensation Committee considers, among other matters, how our compensation arrangements compare against relevant market survey data and the compensation arrangements of public peer companies (the “Comparative Market Data”).

For 2024 compensation decisions, the Comparative Market Data was drawn from:

In consultation with FW Cook, the Compensation Committee refreshed the Comparative Market Data in Q3 2024, drawing from publicly-disclosed compensation data of public peer companies identified by FW Cook in July 2024 in consultation with the Compensation Committee and members of management, as well as proprietary third-party survey data scoped to technology companies with revenues under $200 million annually. The Committee considered the refreshed Comparative Market Data in its evaluation and recommendation of the proposed terms of amended and restated employment agreements for Messrs. Hwang and Resnik, in connection with their transition to the roles of Executive Chair and Chief Executive Officer, respectively, announced in November 2024 and effective on January 1, 2025.

The Committee does not target elements of compensation to a certain percentage or percentile within the Comparative Market Data. Instead, it uses the Comparative Market Data to obtain a general understanding of the compensation structures maintained by similarly situated companies and to verify that our named executive officers’ compensation levels and mix fall within an appropriate range based on the market reference points provided by the data. It performs its annual assessment of our executive compensation programs in light of all relevant factors, including the Company’s strategic objectives, the need to retain critical talent, the performance of individual officers as well as the Comparative Market Data. Based on these factors, the Committee believes the various elements of executives’ compensation arrangements are set at appropriate levels given FiscalNote’s scale and stage of development.