Veritone (VERI)

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

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

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.

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.

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

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.

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

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.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

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.

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.