Companies Veritone, Inc.
Veritone (VERI): executive pay, fiscal 2025
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CEO pay, last three years
- $2,547,047FY2023
- $3,804,665FY2024
- $2,506,450FY2025
CEO total pay was $2,506,450 in fiscal 2025, down from $3,804,665 in fiscal 2024.
FY2025: salary $665,000 · bonus $166,250 · stock awards $1,675,200 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ryan Steelberg | $665,000 | $166,250 | $1,675,200 | $0 | $0 | $0 | $0 | $2,506,450 |
| President, Chief Executive Officer and Chairman of the Board | ||||||||
| Michael Zemetra | 428,000 | 64,200 | 575,850 | 0 | 0 | 0 | 35,587 | 1,103,837 |
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ryan Steelberg | $2,506,450 | $3,804,665 | $2,547,047 | ↓ −1,298,215 |
| Michael Zemetra | 1,103,837 | 1,423,378 | 1,200,561 | ↓ −319,541 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our executive compensation program is designed to pay for performance. Our Compensation Committee believes it is important to structure a significant portion of our named executive officers compensation so that it is aligned with the Company's corporate strategies and business objectives, and it incentivizes our named executive officers to create long-term value for our stockholders without encouraging unnecessary or excessive risk taking.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia, Inc. |
| Clawback policy | true |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Michael Zemetra | RSU | — | — | — | — | — | $575,850 |
| Ryan Steelberg | RSU | — | — | — | — | — | 1,675,200 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Michael Zemetra | $575,850 | $0 | $0 | 0.0% |
| Ryan Steelberg | 1,675,200 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Zemetra | RSU | 9,465 | — | $44,012 |
| Michael Zemetra | RSU | 20,000 | — | 93,000 |
| Michael Zemetra | RSU | 23,703 | — | 110,219 |
| Michael Zemetra | PSU | 41,250 | — | 191,813 |
| Michael Zemetra | RSU | 48,000 | — | 223,200 |
| Steelberg | RSU | 52,675 | — | 244,939 |
| Michael Zemetra | RSU | 82,500 | — | 383,625 |
| Steelberg | PSU | 120,000 | — | 558,000 |
| Steelberg | RSU | 133,333 | — | 619,998 |
| Steelberg | RSU | 240,000 | — | 1,116,000 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Chad SteelbergNot independent · Departed during FY | $5,968 | $0 | $0 | $0 | $550,000 | $555,968 |
| Knute P. KurtzIndependent · Audit (Chair) · Corporate Governance and Nominating · Audit Committee (Chair) | 60,000 | 42,000 | 0 | 0 | 0 | 102,000 |
| Richard H. TaketaIndependent · Audit · Compensation (Chair) · Compensation Committee (Chair) | 57,500 | 42,000 | 0 | 0 | 0 | 99,500 |
| Francisco MoralesIndependent · Corporate Governance and Nominating · Newly elected | 33,996 | 62,325 | 0 | 0 | 0 | 96,321 |
| Michael KeithleyIndependent · Compensation · Corporate Governance and Nominating (Chair) · Corporate Governance andNominating Committee (Chair) | 45,000 | 42,000 | 0 | 0 | 0 | 87,000 |
| Michael ZilisIndependent · Audit · Compensation | 42,500 | 42,000 | 0 | 0 | 0 | 84,500 |
| Ryan SteelbergEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 7,500 |
| Stock ownership guideline | three times the then-current annualized Board service retainer |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $244,964 |
| Equity awards (grant-date value) | $230,325 |
| All other compensation | $550,000 |
| Total cost of the board | $1,025,289 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Veritone as a peer
Companies that benchmark against VERI
10 companies name VERI as a compensation peer
- BRIGHTCOVE INCBCOVFY2024
- D-Wave Quantum, Inc.QBTSFY2025
- DHI GROUP, INC.DHXFY2025
- FARO TECHNOLOGIES INCFAROFY2024
- SOUNDTHINKING, INC.SSTIFY2025
- STEM, INC.STEMFY2025
- Strata Critical Medical, Inc.SRTAFY2025
- SYNCHRONOSS TECHNOLOGIES INCSNCRFY2024
- TELOS CORPTLSFY2025
- TrueCar, Inc.TRUEFY2025
Each company listed discloses VERI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named VERI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Veritone, Inc. | 2025 | Ryan Steelberg | $665,000 | $1,675,200 | $0 | $0 | $2,506,450 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-07-07 | 19,396,852 | 2,397,093 | 685,354 | 89% | Passed |
| 2025 | 2025-06-13 | 15,363,020 | 513,548 | 17,255 | 96.77% | Passed |
| 2024 | 2024-06-13 | 10,636,173 | 1,041,766 | 60,012 | 91.08% | Passed |
| 2023 | 2023-06-08 | 13,828,029 | 1,545,973 | 14,333 | 89.94% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-07-07 | 89%a |
| 2025 | 2025-06-13 | 96.77%b |
| 2024 | 2024-06-13 | 91.08%c |
a. Approved under the standard stated in the filing — “What are my choices for casting my vote on each matter to be voted on? Your choices for casting your vote on each proposal to be voted on at the Annual Meeting are as follows: Proposal Number Proposal Description Voting Options Effect of Abstentions Effect of Broker Non-Votes 1 Election of Directors "For All," "Withhold All," or "For All Except" with respect to each of the two director nominees Not applicable No effect 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm "For," "Against," or "Abstain" No effect Not applicable 3 Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers "For," "Against," or "Abstain" No effect No effect 4 Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock "For," "Against," or "Abstain" No effect Not applicable 5 Approval of a Second Amendment and Restatement of the 2023 Equity Incentive Plan "For," "Against," or "Abstain" No effect No effect 6 Approval of the CEO Strategic Awards "For," "Against," or "Abstain" No effect No effect How will voting on any other business be conducted? Although the Board does not know of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement, if any other business properly comes before the Annual Meeting, a stockholder's properly submitted proxy gives authority to the proxy holders to vote on those matters in their discretion.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on this proposal.”.
c. Approved under the standard stated in the filing — “What are my choices for casting my vote on each matter to be voted on? Your choices for casting your vote on each proposal to be voted on at the Annual Meeting are as follows: Proposal Number Proposal Description Voting Options Effect of Abstentions Effect of Broker Non-Votes 1 Election of Directors "For All," "Withhold All," or "For All Except" with respect to each of the two director nominees Not applicable No effect 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm "For," "Against," or "Abstain" No effect Not applicable 3 Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers "For," "Against," or "Abstain" No effect No effect 7 How will voting on any other business be conducted? Although the Board does not know of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement, if any other business properly comes before the Annual Meeting, a stockholder's properly submitted proxy gives authority to the proxy holders to vote on those matters in their discretion.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Michael Zilis | Director | 2026-07-07 | A | 120,000 | $0 | $0 | RSU | Form 4 ↗ |
| Richard H. Taketa | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Michael Keithley | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Michael Keithley | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Knute P. Kurtz | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Francisco Morales | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Richard H. Taketa | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Knute P. Kurtz | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Francisco Morales | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Michael Zilis | Director | 2026-07-07 | A | 120,000 | 0 | 0 | RSU | Form 4 ↗ |
| Ryan Steelberg | Director | 2026-07-14 | A | 925,000 | 0 | 0 | Common | Form 4 ↗ |
| Ryan Steelberg | Director | 2026-07-14 | A | 925,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Ryan Steelberg | Director | 2026-08-21 | A | 148,810 | 1 | 126,637 | Common, indirect | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (32 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Ryan Steelberg. DEF 14A, filed 2026-05-26. Section “SUMMARY COMPENSATION TABLE” · page 28. As printed: 2,506,450. View filing ↗
- Section 01, Michael Zemetra. DEF 14A, filed 2026-05-26. Section “SUMMARY COMPENSATION TABLE” · page 28. As printed: 1,103,837. View filing ↗
- Section 03, Michael Zemetra RSU. DEF 14A. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Ryan Steelberg RSU. DEF 14A. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K/A, filed 2026-04-29. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Chad Steelberg. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 555,968. View filing ↗
- Section 08, Knute P. Kurtz. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 102,000. View filing ↗
- Section 08, Richard H. Taketa. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 99,500. View filing ↗
- Section 08, Francisco Morales. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 96,321. View filing ↗
- Section 08, Michael Keithley. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 87,000. View filing ↗
- Section 08, Michael Zilis. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 84,500. View filing ↗
- Section 08, Ryan Steelberg. DEF 14A, filed 2026-05-26. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Michael Zilis 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Taketa 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Keithley 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Keithley 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Knute P. Kurtz 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Francisco Morales 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Taketa 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Knute P. Kurtz 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Francisco Morales 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Zilis 2026-07-07. Form 4, filed 2026-07-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ryan Steelberg 2026-07-14. Form 4, filed 2026-07-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ryan Steelberg 2026-07-14. Form 4, filed 2026-07-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Ryan Steelberg 2026-08-21. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-07-10. Item 5.07 · say-on-pay result. As reported: 89% (votes for as printed: 19,396,852). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-16. Item 5.07 · say-on-pay result. As reported: 96.77% (votes for as printed: 15,363,020). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-14. Item 5.07 · say-on-pay result. As reported: 91.08% (votes for as printed: 10,636,173). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 244,964 + equity 230,325 + all other 550,000 = 1,025,289, summed across the director compensation table rows.
- Veritone, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-05-26. CEO total compensation as printed in Veritone, Inc.'s own proxy. As printed: 2,506,450. View filing ↗