Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-08-24

Veritone (VERI)

CEO Ryan Steelberg was paid $2,506,450 in fiscal year 2025, ↓ down 34.1% from fiscal year 2024 (SEC filing 0001140361-26-022660 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$2,506,450 ↓
Ryan Steelberg total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
89%
Say-on-pay support, latest vote

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VERI's next annual pay disclosure, estimated June 28, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Zemetra428,00064,200575,85000035,5871,103,837
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Ryan Steelberg$2,506,450$3,804,665$2,547,047↓ −1,298,215
Michael Zemetra1,103,8371,423,3781,200,561↓ −319,541

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against VERI
10 companies name VERI as a compensation peer

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01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Chad SteelbergFormer director (through FY2025)$555,968
Francisco MoralesIndependent Director$96,321
Knute P. KurtzIndependent Director$102,000
Michael KeithleyIndependent Director$87,000
Michael ZilisIndependent Director$84,500
Richard H. TaketaIndependent Director$99,500
02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Michael ZilisDirector2026-07-07A120,000$0$0RSUForm 4 ↗
Richard H. TaketaDirector2026-07-07A120,00000RSUForm 4 ↗
Michael KeithleyDirector2026-07-07A120,00000RSUForm 4 ↗
Michael KeithleyDirector2026-07-07A120,00000RSUForm 4 ↗
Knute P. KurtzDirector2026-07-07A120,00000RSUForm 4 ↗
Francisco MoralesDirector2026-07-07A120,00000RSUForm 4 ↗
Francisco MoralesDirector2026-07-07A120,00000RSUForm 4 ↗
Michael ZilisDirector2026-07-07A120,00000RSUForm 4 ↗
Richard H. TaketaDirector2026-07-07A120,00000RSUForm 4 ↗
Knute P. KurtzDirector2026-07-07A120,00000RSUForm 4 ↗
Ryan SteelbergDirector2026-07-14A925,00000Derivative, Class A CommonForm 4 ↗
Ryan SteelbergDirector2026-07-14A925,00000CommonForm 4 ↗
Ryan SteelbergDirector2026-08-21A148,8101126,637Common, indirectForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Ryan SteelbergRSU—————$1,675,200
Michael ZemetraRSU—————575,850
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Ryan Steelberg$1,675,200$0$00.0%
Michael Zemetra575,850000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
SteelbergPSU120,000—$558,000
Michael ZemetraPSU41,250—191,813
SteelbergRSU52,675—244,939
Michael ZemetraRSU48,000—223,200
Michael ZemetraRSU23,703—110,219
Michael ZemetraRSU9,465—44,012
SteelbergRSU133,333—619,998
SteelbergRSU240,000—1,116,000
Michael ZemetraRSU82,500—383,625
Michael ZemetraRSU20,000—93,000
05

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 consultantCompensia, Inc.
Clawback policytrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-07-0719,396,8522,397,093685,35489%Passed
20252025-06-1315,363,020513,54817,25596.77%Passed
20242024-06-1310,636,1731,041,76660,01291.08%Passed
20232023-06-0813,828,0291,545,97314,33389.94%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 yearMeeting dateApproval — company's computation
20262026-07-0789%a
20252025-06-1396.77%b
20242024-06-1391.08%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.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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)60,00042,000000102,000
Richard H. TaketaIndependent · Audit · Compensation (Chair) · Compensation Committee (Chair)57,50042,00000099,500
Francisco MoralesIndependent · Corporate Governance and Nominating · Newly elected33,99662,32500096,321
Michael KeithleyIndependent · Compensation · Corporate Governance and Nominating (Chair) · Corporate Governance andNominating Committee (Chair)45,00042,00000087,000
Michael ZilisIndependent · Audit · Compensation42,50042,00000084,500
Ryan SteelbergEmployee director · Board Chair000—00
09

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 / 20,000 / 20,000
Stock ownership guidelinethree times the then-current annualized Board service retainer
09b

Total cost of the board

ComponentFY2025
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Veritone2025Ryan 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.

10d

Frequently asked questions

Who was the highest-paid executive at Veritone in fiscal 2025?
As disclosed, Ryan Steelberg (President, Chief Executive Officer and Chairman of the Board) was the highest-paid executive at Veritone in fiscal 2025, with total compensation of $2,506,450.
How did shareholders vote on Veritone's executive compensation?
As disclosed, 89% of shareholders supported Veritone's executive compensation in the latest say-on-pay vote.
How much does Veritone spend in total on board compensation for fiscal 2025?
As disclosed, Veritone reported total board compensation of $1,025,289 for fiscal 2025.

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.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Ryan SteelbergDEF 14A2026-05-260001140361-26-022660Section “SUMMARY COMPENSATION TABLE” · page 28. As printed: 2,506,450. Filing ↗machine: r2 · c21 · span 391927–391936
2Section 01, Michael ZemetraDEF 14A2026-05-260001140361-26-022660Section “SUMMARY COMPENSATION TABLE” · page 28. As printed: 1,103,837. Filing ↗machine: r4 · c21 · span 399928–399937
3Section 03, Ryan Steelberg RSUDEF 14A—0001140361-26-022660Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
4Section 03, Michael Zemetra RSUDEF 14A—0001140361-26-022660Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
5Section 07, pay ratio10-K/A2026-04-290001628280-26-028366Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, Chad SteelbergDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 555,968. Filing ↗machine: t153 · r5 · c12 · span 632013–632192
7Section 08, Knute P. KurtzDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 102,000. Filing ↗machine: t153 · r3 · c12 · span 627050–627229
8Section 08, Richard H. TaketaDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 99,500. Filing ↗machine: t153 · r6 · c12 · span 634618–634836
9Section 08, Francisco MoralesDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 96,321. Filing ↗machine: t153 · r4 · c12 · span 629669–629887
10Section 08, Michael KeithleyDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 87,000. Filing ↗machine: t153 · r2 · c12 · span 624760–624978
11Section 08, Michael ZilisDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 84,500. Filing ↗machine: t153 · r7 · c12 · span 636787–637004
12Section 08, Ryan SteelbergDEF 14A2026-05-260001140361-26-022660Section “Director Compensation”. As printed: 0. Filing ↗
13Section 02, Michael Zilis 2026-07-07Form 42026-07-090001579561-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, Richard H. Taketa 2026-07-07Form 42026-07-090001772375-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Michael Keithley 2026-07-07Form 42026-07-090002027308-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Michael Keithley 2026-07-07Form 42026-07-090002027308-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Knute P. Kurtz 2026-07-07Form 42026-07-090001709018-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Francisco Morales 2026-07-07Form 42026-07-090001269710-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Francisco Morales 2026-07-07Form 42026-07-090001269710-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Michael Zilis 2026-07-07Form 42026-07-090001579561-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Richard H. Taketa 2026-07-07Form 42026-07-090001772375-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Knute P. Kurtz 2026-07-07Form 42026-07-090001709018-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Ryan Steelberg 2026-07-14Form 42026-07-160001705446-26-000008Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Ryan Steelberg 2026-07-14Form 42026-07-160001705446-26-000008Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Ryan Steelberg 2026-08-21Form 42026-08-240001705446-26-000012Insider equity transaction reported since the proxy statement. Filing ↗
26Section 06, 2026 voteForm 8-K2026-07-100001628280-26-047883Item 5.07 · say-on-pay result. As reported: 89% (votes for as printed: 19,396,852). Filing ↗
27Section 06, 2025 voteForm 8-K2025-06-160001193125-25-141437Item 5.07 · say-on-pay result. As reported: 96.77% (votes for as printed: 15,363,020). Filing ↗
28Section 06, 2024 voteForm 8-K2024-06-140000950170-24-073638Item 5.07 · say-on-pay result. As reported: 91.08% (votes for as printed: 10,636,173). Filing ↗
29Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
30Section 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).machine: formula: sums + PSU ratio
31Section 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.machine: formula: Σ = 1,025,289
32Veritone (subject), Section 10b CEO totalDEF 14A2026-05-260001140361-26-022660CEO total compensation as printed in Veritone's own proxy. As printed: 2,506,450. Filing ↗machine: r2 · c21 · span 391927–391936

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