DEF 14A 1 ny20007012x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant			☒
Filed by a party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

VERITONE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 2023

Dear Fellow Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc., which will be held on Thursday, June 8, 2023, at 10:30 a.m. Mountain Time, via a virtual meeting at www.virtualshareholdermeeting.com/VERI2023.

Details of the business to be conducted at the Annual Meeting and instructions for how to participate in the Annual Meeting are set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement. Only stockholders of record at the close of business on April 11, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are furnishing our proxy materials to our stockholders over the Internet. On or about April 27, 2023, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders of record that did not request to receive a printed copy of our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Notice of Internet Availability contains instructions for how stockholders can access our proxy materials over the Internet and vote their shares. All stockholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by mail.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting online at the Annual Meeting, you may vote via the Internet, by telephone or by mail. Voting by any of these methods will ensure your representation at the Annual Meeting.

Thank you for your continued support. We look forward to your online attendance at the Annual Meeting.

			Very truly yours,


			Ryan Steelberg
			President and Chief Executive Officer

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VERITONE, INC.

2420 17th St., Office 3002

Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 8, 2023

To the Stockholders of Veritone, Inc.:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc. (the “Company”) will be held on Thursday, June 8, 2022, at 10:30 a.m., Mountain Time. Our board of directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting (including any adjournments, continuations, or postponements thereof) for the purposes set forth in this proxy statement for our Annual Meeting (the “Proxy Statement”). The Annual Meeting will be held online only in a virtual meeting format via live webcast. Stockholders may attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/VERI2023. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

The Annual Meeting is being held for the purpose of considering and acting upon the following items of business:

1.	To elect two directors named in the accompanying proxy statement to serve as Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.	To approve, on an advisory basis, the compensation of our named executive officers;

4.	To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation;

5.	To approve our 2023 Equity Incentive Plan; and

6.	To transact such other business as may properly come before the meeting or any adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this notice. We encourage you to read the Proxy Statement and other proxy materials carefully and in their entirety.

Only stockholders of record at the close of business on April 11, 2023 are entitled to notice of and to vote at the Annual Meeting. All such stockholders are cordially invited to attend the Annual Meeting. A list of all stockholders entitled to vote at the annual meeting will be available for examination at our principal executive offices at 1615 Platte St., 2nd Floor, Denver, Colorado 80202 for 10 days before the Annual Meeting, and during the Annual Meeting, such list will be available to registered stockholders as a link on the virtual meeting platform at www.virtualshareholdermeeting.com/VERI2023. However, whether or not you expect to attend the Annual Meeting, you are encouraged to cast your vote by proxy prior to the Annual Meeting to ensure your representation at the Annual Meeting. If you attend the Annual Meeting, you may vote during the Annual Meeting even if you have voted by proxy in advance.

We encourage you to access the virtual meeting platform before the start time of 10:30 a.m., Mountain Time, on June 8, 2023, to allow ample time for online check-in, which will begin at 10:15 a.m., Mountain Time. To attend the Annual Meeting, you will need the 16-digit control number provided on your proxy card or voting instruction form.

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Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be Held on June 8, 2023: Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available online at www.proxyvote.com.

			By order of the Board of Directors


			Ryan Steelberg President and Chief Executive Officer

April 27, 2023

Denver, Colorado

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY PROXY PRIOR TO THE ANNUAL MEETING. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE DO SO PROMPTLY TO ENSURE YOUR PROXY ARRIVES IN SUFFICIENT TIME. PLEASE NOTE, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS			2
VOTING INFORMATION			2
PROPOSAL ONE ELECTION OF DIRECTORS			9
BOARD OF DIRECTORS			9
CORPORATE GOVERNANCE			13
EXECUTIVE OFFICERS OF THE COMPANY			21
EXECUTIVE COMPENSATION			22
PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL			31
SUMMARY COMPENSATION TABLE			34
OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END			35
PAY VERSUS PERFORMANCE			36
DIRECTOR COMPENSATION			40
OTHER POLICIES			42
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			43
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			43
EQUITY COMPENSATION PLAN INFORMATION AT 2022 FISCAL YEAR END			45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46
PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
REPORT OF THE AUDIT COMMITTEE			50
PROPOSAL THREE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			51
PROPOSAL FOUR APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION			52
PROPOSAL FIVE APPROVAL OF 2023 EQUITY INCENTIVE PLAN			53
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR OUR 2024 ANNUAL MEETING OF STOCKHOLDERS			62
OTHER MATTERS			62
PRINCIPAL EXECUTIVE OFFICES			62
APPENDIX A 2023 EQUITY INCENTIVE PLAN			A-1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbors created thereby. All statements made in this Proxy Statement that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipates,” “believes,” “seeks,” “estimates,” “expects,” “intends,” “continue,” “can,” “may,” “plans,” “potential,” “projects,” “should,” “could,” “will,” “would” or similar expressions and the negatives of those expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, but are not limited to, any statements that refer to projections of our future financial condition and results of operations, capital needs and financing plans, competitive position, industry environment, potential growth and market opportunities, acquisition plans and strategies, compensation plans, governance structure and policies and/or the price of our common stock.

The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to:

•	our ability to expand our aiWARE software-as-a-service (“SaaS”) business;

•	declines or limited growth in the market for Artificial Intelligence (“AI”)-based software applications and concerns over the use of AI that may hinder the adoption of AI technologies;

•	our requirements for additional capital to support our business growth, and the availability of such capital on acceptable terms, if at all;

•	our reliance upon a limited number of key customers for a significant portion of our revenue;

•	fluctuations in our results over time;

•	the impact of seasonality on our business;

•	our ability to manage our growth, including through acquisitions and our further expansion into international markets;

•	our ability to enhance our products and introduce new products that achieve market acceptance and keep pace with technological developments;

•	actions by our competitors, partners and others that may block us from using the technology in our aiWARE platform, offering it for free to the public or making it cost prohibitive to continue to incorporate their technologies into our platform;

•	interruptions, performance problems or security issues with our technology and infrastructure, or that of our third party service providers;

•

the impact of the continuing economic disruption caused by the recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures, the COVID-19 pandemic and the Russian invasion of Ukraine on the business of the Company and that of its existing and potential customers;

•	increasing interest rates and inflationary pressures in the United States and around the world; and

•	any additional factors discussed in more detail in “Item 1. Business,” and “Item 1A. Risk Factors” of Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speak only as of the date of this Proxy Statement.

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VERITONE, INC.

2420 17th St., Office 3002

Denver, Colorado 80202

June 8, 2023

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held online in a virtual meeting format only via live webcast on Thursday, June 8, 2023 at 10:30 a.m., Mountain Time. Stockholders may attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/VERI2023.

In this Proxy Statement, we refer to Veritone, Inc. as the “Company,” “Veritone,” “we,” or “us” and to our Board of Directors as our “Board.”

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at investors.veritone.com. References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

VOTING INFORMATION

Why did I receive only a Notice of Internet Availability of Proxy Materials?

As permitted by the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials, including our Notice of Annual Meeting, Proxy Statement and 2022 Annual Report, to most stockholders over the Internet. On or about April 27, 2023, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to stockholders of record that did not request to receive printed copies of our proxy materials or that are otherwise receiving our materials electronically by email, while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice of Internet Availability to the beneficial owners. The Notice of Internet Availability contains instructions on how stockholders can access and review our proxy materials via the Internet and vote their shares. The Notice of Internet Availability also contains instructions on how to request, free of charge, paper copies of the proxy materials.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing printed copies.

When and where is the Annual Meeting?

The Annual Meeting will be held on June 8, 2023 at 10:30 a.m. Mountain Time, via live webcast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/VERI2023. You will be able to access the Annual Meeting using the control number found on your Notice of Internet Availability, proxy card or voting instruction form, as applicable.

Why is the Company holding the Annual Meeting virtually?

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

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What am I being asked to vote on at the Annual Meeting?

At the Annual Meeting, stockholders will act on the following matters:

1.	To elect two nominees named in the accompanying Proxy Statement to serve as Class III directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.	To approve, on an advisory basis, the compensation of our named executive officers;

4.	To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation;

5.	To approve our 2023 Equity Incentive Plan; and

6.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

How does the Board recommend that I vote?

The Board recommends that you vote your shares:

•	“FOR” each of the two Class III director nominees named in this Proxy Statement;

•	“FOR” the ratification of the appointment of Grant Thornton LLP;

•	“FOR” the approval, on an advisory basis, of the compensation of our named executive officers;

•	In favor of “ONE YEAR” for the frequency of future advisory votes on named executive officer compensation; and

•	“FOR” the approval of the 2023 Equity Incentive Plan.

Who may vote?

Only holders of record of the Company’s common stock (the “Common Stock”), at the close of business on the record date, April 11, 2023 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. As of the Record Date, there were 36,597,650 shares of Common Stock issued and outstanding. Our Common Stock is the only class of securities of the Company authorized to vote. Stockholders are not entitled to cumulative voting rights in the election of directors.

What must I do if I want to attend the Annual Meeting?

We will be hosting the Annual Meeting on the Internet via live webcast. You will not be able to attend the Annual Meeting physically in person. All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold our Common Stock through a broker, bank or other nominee (i.e., in “street name”), may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/VERI2023.

You will need the 16-digit control number included on your Notice of Internet Availability, proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) to be able to attend the Annual Meeting. Please note that if you hold your shares in street name and the Notice is being forwarded to you by your broker, bank or other nominee, that organization is considered to be the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. However, since you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee and provide your 16-digit control number.

The Annual Meeting webcast will begin at 10:30 a.m., Mountain Time. Stockholders may access the Annual Meeting beginning at 10:15 a.m., Mountain Time, through www.virtualshareholdermeeting.com/VERI2023.

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How may I ask questions of management and the Board at the Annual Meeting?

Stockholders will be able to submit questions by means of the “Ask a Question” field on the virtual meeting platform beginning at 10:15 a.m. on the morning of the Annual Meeting and throughout the duration of the meeting by accessing the meeting through www.virtualshareholdermeeting.com/VERI2023. Following the presentation of all proposals at the Annual Meeting, we will answer stockholder-submitted questions pertinent to meeting matters as time permits. Any questions that are relevant to our business that we are unable to address during the Annual Meeting will be answered on our website at investors.veritone.com following the Annual Meeting. If we receive substantially similar questions, we will group the questions together and provide a single response to avoid repetition. We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

What happens if I experience technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided in the meeting access email that will be sent approximately one hour prior to the Annual Meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How do I vote my shares?

Voting at the Annual Meeting

All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold shares of our Common Stock in street name, may attend and vote their shares at the Annual Meeting. See above under “What must I do if I want to attend the Annual Meeting?”

Even if you plan to be virtually present at the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

Submitting a Proxy or Voting Instructions

•

Submitting a Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of our Common Stock as a record holder and you are reviewing a printed copy of this Proxy Statement, you may vote by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid envelope, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card. If you hold your shares of Common Stock as a record holder and you are viewing this Proxy Statement on the Internet, you may vote by submitting a proxy over the Internet or by telephone by following the instructions on the Notice of Internet Availability previously mailed to you. If you submit a proxy by Internet or telephone, you need not return a written proxy card by mail.

•

Submitting Voting Instructions for Shares Registered in Street Name. If you hold your shares of our Common Stock in street name, which means your shares are held of record by a broker, bank or nominee, you will receive instructions from your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to provide your voting instructions by telephone. In addition, if you received a printed copy of this Proxy Statement, you may submit your voting instructions by completing, signing and dating the voting instruction form that was included with this Proxy Statement and returning it in the accompanying prepaid envelope. If you provide voting instructions by Internet or telephone, you need not return a written voting instruction form by mail.

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What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m., Eastern Time, on June 7, 2023 for your shares to be voted at the Annual Meeting. If you are a stockholder of record and received your proxy materials by mail, and you cause your shares to be voted by completing, signing, dating and returning the enclosed proxy card, your proxy card must be received before the Annual Meeting for your shares to be voted at the Annual Meeting.

If you hold your shares in street name, please comply with the deadlines for voting provided by the broker, bank or other nominee that holds your shares.

What vote is required for adoption or approval of each matter to be voted on?

Proposal			Vote Required
Proposal 1: Election of Directors			The nominee receiving a plurality of the votes cast with respect to his or her election will be elected (that is, the two nominees receiving the highest number of votes cast “For” such nominee will be elected).

Proposal 2: Ratification of the Appointment of our Independent Registered Public Accounting Firm			The affirmative vote of a majority of the votes cast on the matter.

Proposal 3: Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers			The affirmative vote of a majority of votes cast on the matter.

Proposal 4: Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Named Executive Officer Compensation			The affirmative vote of a majority of the votes cast on the matter. However, if no frequency option receives the affirmative vote of a majority of the votes cast on the matter, our Board will consider the option receiving the highest number of affirmative votes.

Proposal 5: Approval of the 2023 Equity Incentive Plan			The affirmative vote of a majority of the votes cast on the matter.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you properly submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the named proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this Proxy Statement. See above under the heading “How does the Board recommend that I vote?”

In accordance with applicable stock exchange rules, if you hold your shares through a brokerage account and you fail to provide voting instructions to your broker, your broker may generally vote your uninstructed shares of our Common Stock in its discretion on routine matters at a stockholder meeting. However, a broker cannot vote shares of our Common Stock held in street name on non-routine matters unless the broker receives voting instructions from the stockholder. Generally, if a broker exercises this discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Proposal 1 (election of directors), Proposal 3 (approval, on an advisory basis, of the compensation of the Company’s named executive officers), Proposal 4 (approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation) and Proposal 5 (approval of the 2023 Equity Incentive Plan) are considered non-routine matters. Proposal 2 (ratification of the appointment of Grant Thornton as our independent registered public accounting firm) is considered a routine matter.

Consequently, if you hold your shares in street name through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 2 but will not

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be permitted to vote your shares on Proposals 1, 3, 4 or 5 or on any other business as may properly come before the Annual Meeting. If your broker exercises this discretion on Proposal 2, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposals 1, 3, 4 and 5 at the Annual Meeting.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares of our Common Stock held in street name does not give voting instructions to his or her broker, bank or other nominee as to how to vote on matters deemed to be “non-routine” under applicable stock exchange rules, the broker, bank or other nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.” As noted above, Proposals 1, 3, 4 and 5 are considered to be “non-routine,” and we therefore expect broker non-votes to exist in connection with those proposals.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee.

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:

Election of Directors

“For All,” “Withhold All,” or “For All Except” with respect to each of the two director nominees

Not applicable

No effect

Ratification of the Appointment of our Independent Registered Public Accounting Firm

“For,” “Against,” or “Abstain”

No effect

Not applicable

Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

“For,” “Against,” or “Abstain”

No effect

Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Named Executive Officer Compensation

Indicate a frequency of every “One,” “Two,” or “Three” years, or “Abstain”

No effect

Approval of the 2023 Equity Incentive Plan

“For,” “Against,” or “Abstain”

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.

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How can I change or revoke my proxy?

If you are a stockholder of record, you may change or revoke a previously submitted proxy at any time before the final vote at the Annual Meeting by one of the following methods:

•	delivering a later dated proxy card or by submitting another proxy by telephone or the Internet (your latest telephone or Internet voting instructions will be followed);

•	delivering to the Secretary of Veritone at our principal executive offices a written notice of revocation prior to the voting of the proxy at the Annual Meeting; or

•	by attending the Annual Meeting and voting online. Virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Prior to May 5, 2023, written notices of revocation should be addressed to:

Veritone, Inc.

Attn: Secretary

2420 17th St., Office 3002

Denver, Colorado 80202

On or after May 5, 2023, written notices of revocation should be addressed to:

Veritone, Inc.

Attn: Secretary

1615 Platte Street

2nd Floor

Denver, Colorado 80202

Any change to your proxy that is provided by telephone or the Internet must be submitted before the deadlines set forth above under “What is the deadline for voting my shares if I do not attend the Annual Meeting?” If your shares are held in street name, you must contact your broker, bank or other nominee to find out how to change or revoke your voting instructions.

Who will bear the cost of this proxy solicitation?

We will bear the cost of solicitation of proxies. This includes the charges and expenses of preparing, assembling, and mailing the Notice of Internet Availability, Proxy Statement, and other soliciting materials and the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of our issued and outstanding Common Stock. We have retained Alliance Advisors, a third-party solicitation firm, to assist in the distribution of proxy materials and solicitation of proxies on our behalf for an estimated fee of $19,000, plus reimbursement of certain out-of-pocket expenses. Proxies will be solicited by mail, and may be solicited personally by directors, officers, or our employees, who will not receive any additional compensation for any such services.

If you have any questions or need assistance with voting, please contact Alliance Advisors.

Alliance Advisors

200 Broadacres Drive

Bloomfield, NJ 07003

833-757-0740

VERI@AllianceAdvisors.com

Where can I find the voting results of the Annual Meeting?

Our intention is to announce the preliminary voting results at the Annual Meeting and to publish the final results within four business days after the Annual Meeting on a Form 8-K to be filed with the SEC.

What do I do if I receive more than one proxy or set of voting instructions?

If you received more than one Notice of Internet Availability or more than one proxy card or voting instruction form (if you receive your proxy materials by mail), your shares are likely registered in different

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names or with different addresses or are in more than one account. Please follow the voting instructions shown on each Notice of Internet Availability, proxy card or voting instruction form that you received to ensure that all of your shares are voted.

If I share an address with another stockholder and received only one copy of the proxy materials, how do I obtain an additional copy?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, two or more stockholders of record sharing the same address who did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive only one copy of our proxy materials unless we receive contrary instructions from one or more of such stockholders. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you desire to receive a separate copy of the proxy materials for the Annual Meeting or for our future meetings, or if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and you desire to receive one copy in the future, please submit your request to the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at 1-866-540-7095. If you are a beneficial stockholder holding your shares in street name, please contact your bank, broker or other nominee directly if you have questions, require additional copies of the proxy materials, wish to receive multiple reports by revoking your consent to householding or wish to request single copies of the proxy materials in the future.

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PROPOSAL ONE

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Our Board of Directors is currently fixed at five directors. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) provide for a staggered, or classified, Board consisting of three classes of directors, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

•	the Class III directors are Mr. Chad Steelberg and Mr. Ryan Steelberg, and their terms will expire at the Annual Meeting.

•	the Class I directors are Mr. Richard H. Taketa and Mr. Jeffrey P. Gehl, and their terms will expire at the annual meeting of stockholder to be held in 2024.

•	the Class II director is Mr. Knute P. Kurtz, and his term will expire at the annual meeting of stockholder to be held in 2025.

Upon the expiration of the term of a class of directors, directors for that class may be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each director’s term is subject to the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Subject to any rights applicable to any then outstanding preferred stock, any vacancies on our Board may be filled only by the affirmative vote of a majority of the directors then in office.

The Corporate Governance and Nominating Committee of the Board is responsible for reviewing and recommending to the Board from time to time the criteria for Board membership including independence, character, judgment, diversity, age, expertise and corporate experience, as well as identifying, evaluating and recommending prospective director nominees for election to the Board. The Corporate Governance and Nominating Committee will review and consider any candidates recommended by stockholders in accordance with the bylaws of the Company. In considering candidates for nomination or appointment to the Board, the Board considers such factors such as whether the director candidate has relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment and has the commitment to rigorously represent the long-term interests of the Company’s stockholders. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting its assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experiences, background and capability. Although we do not have a formal diversity policy, we believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board. In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.

All of our directors bring to the Board a wealth of executive leadership experience. Below we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our businesses and structure. The directors’ experiences, qualifications, and skills that the Board considers in their re-nominations are included in their individual biographies.

Director Nominees

Based upon the recommendation of our Corporate Governance and Nominating Committee, our Board has nominated the individuals set forth below to serve as Class III directors until our annual meeting of stockholders in 2026. Each nominee is currently serving on our Board.

Name	Principal Occupation	Age	Director Since
Chad Steelberg	Chairman of the Board, Veritone, Inc.	52	2014
Ryan Steelberg	President and Chief Executive Officer, Veritone, Inc.	49	2014

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Chad Steelberg is a co-founder of our company and has served as our Chairman of the Board since our inception in June 2014. He also served as our Chief Executive Officer from our inception in June 2014 through December 2022. From January 2007 to December 2012, he served as a board member of Brand Affinity Technologies, Inc., a technology and marketing services company. Prior to that, Mr. Steelberg served as the general manager of the Audio Division of Google Inc. from February 2006 to February 2007. From February 2002 to February 2007, he was the co-founder and Chief Executive Officer of dMarc Broadcasting, an advertising company that was acquired by Google Inc. in 2006. Prior to that, Mr. Steelberg was the co-founder and Chief Executive Officer of Adforce, a publicly traded centralized independent ad-serving company that was acquired by CMGi in 1999. We believe that Mr. Steelberg is qualified to serve on our Board based on his long and successful track record in identifying new market opportunities and creating disruptive technology-based companies. In addition, given his many years of services as our Chief Executive Officer, Mr. Steelberg’s intimate knowledge of the day-to-day management and operations of our company provides our Board with more in-depth understanding of our company.

Ryan Steelberg is a co-founder of our company and has served as our Chief Executive Officer since January 2023 and a director since our inception in June 2014. He has also served as the President of our subsidiary, Veritone One, Inc., since June 2015. From March 2017 to December 2022, Mr. Steelberg served as our President. From October 2007 to December 2014, he served as the President and Chief Executive Officer of Brand Affinity Technologies, Inc. Prior to that, Mr. Steelberg served as the Head of the Radio Division of Google Inc. from February 2006 to February 2007. From September 2002 to February 2007, he was the co-founder and President of dMarc Broadcasting, an advertising company that was acquired by Google Inc. in 2006. Mr. Steelberg holds a Bachelor of Science degree in Biology from the University of California, Los Angeles. We believe that Mr. Steelberg is qualified to serve on our Board because of his extensive experience in the business development, marketing and management of enterprises in the media and digital technology industries. In addition, Mr. Steelberg’s intimate knowledge of our operations, products and technology solutions provides our Board with an in-depth understanding of our company.

Unless otherwise instructed, each proxy received by us will be voted in favor of the election of the nominees named above as directors. The nominees have consented to being named in this Proxy Statement and to serve as directors if elected. If any nominee should become unable or unwilling to serve, it is the intention of the persons designated as proxies to vote instead, in their discretion, for any such other person as may be designated as a nominee by our Board.

Continuing Directors

The following directors will continue to serve on our Board:

Knute P. Kurtz

Independent Investor

2025

2017

Jeff P. Gehl

Managing Partner, RCP Advisors, LLC

2024

2017

Richard H. Taketa

President, Taketa Capital Corporation

2024

2019

Knute P. Kurtz has served as our director since June 2017. Until his retirement in June 2016, Mr. Kurtz was the Managing Partner of the Orange County office of PricewaterhouseCoopers LLP (“PwC”). During his ten years in that role, Mr. Kurtz was responsible for leading all important market facing activities on behalf of PwC and overseeing the delivery of assurance, financial/tax and advisory services to public and private clients in the market. He was a member of PwC’s senior leadership for the Southern California, Phoenix and Las Vegas cluster of offices and also served as the Market Leader for PwC’s Private Company Services practice in that region. Prior to his role in the Southern California market, Mr. Kurtz served in various other leadership positions with PwC over a career that spanned 38 years and six offices throughout the United States. His professional experience includes serving as the lead advisor and audit partner to public and private clients in a number of different industry sectors and companies as diverse as Fortune 500 companies to high tech start-up entities. In addition to financial/audit services, he has extensive experience in capital market transactions including initial public offerings, mergers and acquisitions and debt offerings. His client work has also included advising audit committees and senior management on matters pertaining to corporate governance, risk assessments, internal controls and strategic initiatives. Mr. Kurtz holds a Bachelor of Science from Nicholls State University. We believe that Mr. Kurtz is qualified to serve on our Board based on his extensive experience and knowledge in

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accounting and auditing matters involving publicly traded technology companies, which provide our Board with valuable insight in their oversight of our company in these areas.

Jeff P. Gehl has served as our director since May 2017. Since 2001, Mr. Gehl has been a Managing Partner of RCP Advisors, a private equity firm he co-founded. Mr. Gehl is responsible for leading RCP’s client relations and fund-raising activities, as well as its relationships with private equity fund managers in the Western United States, and he also serves as a member of the investment committees and advisory boards of various funds in which RCP is invested. Prior to co-founding RCP, he was involved in a number of private equity-financed companies, where he held senior positions in finance and operations. In addition, Mr. Gehl founded and served as Chairman and Chief Executive Officer of MMI, a technical staffing company, and acquired Big Ballot, Inc., a sports marketing firm. He has also served as a director of P10 Holdings, Inc., a publicly traded asset management investment firm that is the parent company of RCP, from 2003 until 2021 and as a director of Super League Gaming, Inc., a public company that is a leading amateur esports platform provider, since 2016. Mr. Gehl received a Bachelor of Science degree in Business Administration from the University of Southern California’s Entrepreneur Program, where he received the “Entrepreneur of the Year” award in 1989. We believe that Mr. Gehl is qualified to serve on our Board based on his extensive experience in financing, developing and managing high-growth technology companies.

Richard H. Taketa has served as our director since May 2019. Since September 2018, Mr. Taketa has been President of Taketa Capital Corporation, a private equity investment and consulting company. Previously, he served as President and Chief Executive Officer of York Risk Services, Inc. (“York”), a leading provider of technology-enabled, integrated insurance services to the property and casualty insurance industry, from January 2014 to September 2018, and served as Chairman of York’s board of directors from October 2014 to July 2017. Prior to becoming York’s Chief Executive Officer, Mr. Taketa served in a variety of capacities including as the President of Commercial Business, Chief Operating Officer and Chief Strategy Officer. Mr. Taketa joined York in 2006 upon its acquisition of Southern California Risk Management Associates, a regional provider of third-party administration services to insurance companies, where he had served as Chief Executive Officer since 2004. Prior to that, he was a co-founder and managing director of Eventide Capital, a small private equity firm, after working as a corporate securities lawyer with DLA, a global law firm and in various public policy roles with non-governmental organizations in Washington, D.C. Mr. Taketa has served on the board of directors of Palomar Holdings, Inc., a publicly traded provider of property catastrophe insurance, since 2019, and has also served on the boards of directors of several privately held companies and charitable organizations. He was named an Ernst & Young’s Entrepreneur of the Year in 2017 for the State of New Jersey. He has been a recurring guest lecturer at the Stanford Graduate School of Business and is a member of the California Bar Association, inactive status. Mr. Taketa holds a Bachelor of Arts degree from Colgate University and a law degree from Stanford Law School. We believe that Mr. Taketa is qualified to serve on our Board based on his extensive experience in financing, developing and managing high-growth, technology-enabled companies, as well as his experience in the insurance and healthcare industries, corporate law and governance, mergers and acquisitions, public policy, and operating in regulated markets.

Former Directors

During 2022, two other directors served on our Board, Louis Graziadio, III and Nayaki R. Nayyar. In October 2022, Mr. Graziadio passed away after a long illness. In December 2022, Ms. Nayyar resigned her position with the Board, effective as of December 31, 2022, due to other business commitments, and not as a result of any disagreement with us.

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Board Diversity

The Board Diversity Matrix, below, provides diversity statistics for our Board. As discussed above, we consider numerous factors in assessing potential new Board members, including diversity, age, skills, domain expertise and such other factors as we deem appropriate given the needs of the Board and the Company at the time. Although we do not have a formal diversity policy, we believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board. Of our current five Board members, one member identifies as part of an under-represented community. With the resignation of Ms. Nayyar in December 2022, we no longer have any women on our Board, however, we are committed to returning to a gender diverse mix on our Board within the next year.

Board Diversity Matrix (As of April 11, 2023)
Total Number of Directors	5
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	—	5	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	—	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Vote Required for Election of Directors

Directors are elected if they received a plurality of the votes cast on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the largest number of votes cast will be elected. Broker non-votes and abstentions will have no effect on the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TWO DIRECTOR NOMINEES.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has developed corporate governance practices to help it fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are memorialized in our Corporate Governance Guidelines which direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation.

A current copy of our Corporate Governance Guidelines is available on our website at investors.veritone.com.

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Corporate Governance and Nominating Committee, the Corporate Governance and Nominating Committee oversees an annual evaluation of the performance of the Board and each of its committees to assess the overall effectiveness of the Board and its committees. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. The effectiveness of individual directors is considered each year when the directors stand for re-nomination.

Director Independence

Our Board affirmatively determined that a majority of the members of our Board qualify as “independent,” as required under applicable NASDAQ rules. Our Board affirmatively determined that each of our current directors, Messrs. Gehl, Kurtz and Taketa, and each of our former directors, Ms. Nayyar and Mr. Graziadio, qualify as an “independent director” under the applicable rules of NASDAQ and the SEC. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with the Company.

In making its independence determinations, our Board considered the relationships that each of these non-employee directors has with the Company, and all other facts and circumstances our Board deemed relevant in determining their independence. As required under applicable NASDAQ rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

All members of our Audit, Compensation, and Corporate Governance and Nominating Committees are independent directors. In addition, each of the members of the Audit Committee and Compensation Committee meet the additional independence criteria required for membership on those committees under applicable NASDAQ listing standards. Our Board also has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules.

Board Leadership and Structure

Our Corporate Governance Guidelines provide that the Board will exercise its discretion in combining or separating the offices of the Chairman of the Board and the Chief Executive Officer, based on the Board’s judgment of the best interests of the Company and its stockholders from time to time. The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board. Mr. Ryan Steelberg currently serves as our Chief Executive Officer and Mr. Chad Steelberg currently serves as our non-executive Chairman of the Board. The Board has determined that having a non-employee director serve as Chairman is in the best interests of our stockholders at this time. This structure permits the Chief Executive Officer to focus on the management of the Company’s day-to-day operations. The Board also believes that having a non-employee director serve as Chairman of the Board ensures a greater role for the non-employee directors in the oversight of the Company and active participation of the non-employee directors in setting agendas and establishing Board priorities and procedures. Further, the Board believes Mr. Chad Steelberg’s prior experience as our Chief Executive Officer will benefit him in his role as our Chairman of the Board.

Board Role in Risk Oversight

The Board believes that effective risk management involves our entire corporate governance framework. Both management and the Board have key responsibilities in managing risk throughout the Company.

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Management continually monitors the material risks we face, including financial risk, strategic risk, enterprise and operational risk and legal and compliance risk. The Board, as a whole and at the committee level, has an active role in, and is responsible for, exercising oversight of management’s identification and management of, and planning for, those risks as shown below. In fulfilling this oversight role, our Board focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. Our Board performs these functions in a number of ways, including the following:

•	at its regularly scheduled meetings, the Board receives management updates on our business operations, financial results, committee activities, and strategy and discusses risks related to the business;

•	the Audit Committee assists the Board in its oversight of risk management by discussing with management our policies regarding financial risk management, including major risk exposures, and the steps management has taken to monitor and mitigate such exposures;

•	the Compensation Committee assists the Board by evaluating potential risks related to our compensation programs; and

•

through management updates and committee reports, the Board monitors our risk management activities, including the enterprise risk management process and cybersecurity risks, risks relating to our compensation programs, risks related to environmental, social and governance practices, and financial, legal and operational risks.

Board Responsibilities
•			Overall oversight concerning the assessment and management of risk related to our business
•			Decision-making for fundamental financial and business strategies and major corporate activities, including material acquisitions and financings
•			Oversight of management and Board committees
•			Oversight of information technology and cybersecurity risk policies
•			Receives regular reports from Board committees on specific risk oversight responsibilities
•			Receives regular reports from management regarding business operations and strategic planning, financing planning and budgeting and regulatory matters

Audit Committee			Compensation Committee			Corporate Governance and Nominating Committee
• Oversight of accounting and financial reporting processes and audits of financial statements • Oversight of financial risk management policies and controls • Oversight of quality and integrity of the accounting, auditing, internal control and financial reporting practices • Responsible for the appointment, compensation, retention and oversight of independent registered public accounting firm • Oversight of the internal audit function			• Oversight of compensation plans, policies and programs and overall philosophy including confirming that incentive pay arrangements do not encourage unnecessary risk taking			• Identifies, evaluates and provides recommendations regarding Board and Committee composition • Oversight of evaluation of the Board and Committees • Advises Board on corporate governance matters and Board performance matters

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Management Responsibilities
•			Identify material risks facing us
•			Implement appropriate risk management strategies
•			Integrate risk management into our decision-making process
•			Ensure that information with respect to material risks is transmitted to the Board or the appropriate Board committee

Risk Areas
•	Strategic	•	Financial reporting and internal control
•	Reputational	•	Information systems and cybersecurity
•	Financial	•	Human capital management
•	Operational	•	ESG/sustainability
•	Legal, regulatory and compliance

Environmental, Social & Governance

As a leading AI technology and solutions provider, our mission is to be an active contributor to making the world better through the use of AI. As such, we understand the importance of considering the environmental, social and governance (“ESG”) aspects of our business and operations.

We strive to advance social inclusion in the way we do business and seek ways to include our ESG strategy as part of our corporate mission and priorities. In addition, we aim to ensure that material ESG factors are integrated into our strategy, operations and risk frameworks. The following are a summary of some of the existing ESG priorities that we continue to advance.

Environmental Highlights

As part of our commitment to being good stewards of the environment, we continue to work toward understanding, quantifying and reducing our impact on climate change. We understand that climate change poses risk and presents opportunities for our business to address such impacts in several ways. With the growing awareness that all companies need to manage their environmental impact, we have:

•	Become a “remote first” organization, allowing our employees to work primarily from home, which significantly reduces our carbon footprint by cutting down on our employees’ commuting requirements.

•	With respect to office locations which we do maintain in Irvine, CA, New York, NY and Tel Aviv, Israel, endeavored, where possible, to select sites with the highest possible energy efficiency ratings.

•	Established our production environments, pursuant to which we provide and service all of our customer products and solutions, at AWS (Amazon) and Azure (Microsoft), each of whom provide robust environmental protections for these production environments at scale.

•	Implemented policies to reduce non-essential travel for our employees.

•	Promoted responsible recycling of e-waste and paper and use of resources, including water and electricity.

We continue to assess on a regular basis future energy and other environmental goals.

Human Capital/Social Highlights

We were founded in part to make the world better through AI and advancing inclusion is core to our business. This includes advocating for inclusive policies and programs in the markets in which we operate at both government and community levels.

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We also appreciate the importance of retention, growth and development of our employees. We seek to provide equitable, competitive compensation and benefits packages, opportunities for advancement and extensive training programs and learning opportunities for our employees. We strive to ensure gender pay equity among employees performing equal or substantially similar work. We are focused on understanding our diversity and inclusion strengths and opportunities and are committed to operating with the highest standards for social responsibility. As such, we strive to cultivate an environment where all our employees can succeed, which includes the following:

•	We provide a comprehensive benefits package benchmarked in the 25^th-50^th percentile of coverage for similarly sized companies as of December 31, 2022. Our benefits package includes various employee assistance programs that provide wellness benefits as well.

•	We offer competitive compensation to our employees. All of our U.S. employees and, to the extent practicable, non-U.S. employees, are eligible to participate in our long-term stock-based incentive plan.

•	We are building a diverse organization that respects different backgrounds and experiences. As of December 31, 2022, more than 25% of our employees were multicultural and 40% were female.

•	We have a Code of Business Conduct and Ethics in place which outlines expectations for our employees.

•	We support and pay for training and education programs that provide continual improvement for our employees.

•	We require our employees to participate in our training programs, including programs on anti-harassment, cybersecurity and promoting equity in the workplace.

Corporate Governance Highlights

We maintain governance practices that we believe establish meaningful accountability for our Company and our Board, including:

•	All of our Directors except our non-executive chairman and Chief Executive Officer are independent.

•	All of our standing Board committees are comprised entirely of independent directors.

•	We are committed to Board diversity with one director who is from an underrepresented community.

•	We conduct annual Board and committee evaluations.

•	All of our Audit Committee members are financial experts.

•	Our Board and committees remain focused on their critical risk oversight role, in particular, by monitoring threats and taking preventative actions to ensure business continuity, protection of intellectual property and the safeguarding of business and customer data.

•	Our Board actively oversees the Company’s governance practices.

•	We maintain stock ownership guidelines for our directors and executive officers.

•	We prohibit short sales and transactions in derivatives of our stock and prohibit hedging of our stock by our directors, executive officers and other employees without pre-clearance.

•

We prohibit the pledging of Company stock by directors, executive officers and other employees, unless the person wishes to pledge our securities as collateral for a loan (not including margin debt) and can clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities.

Meetings and Attendance

During fiscal year 2022, our Board held nine meetings, the Audit Committee held seven meetings, the Compensation Committee held five meetings and the Corporate Governance and Nominating Committee held four meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal year 2022. In addition, the independent directors meet regularly in executive session without the presence of management.

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It is the Board’s policy to encourage directors to attend the annual meeting of stockholders. Our Board expects each director to attend the Annual Meeting. All of our then-current directors attended last year’s annual meeting of stockholders.

Executive Sessions

In fiscal 2022, our independent directors met privately, without any members of management present, four times during the year. Our independent directors have robust and candid discussions at these executive sessions during which they can critically evaluate the performance of our Company, Chief Executive Officer and management. These private sessions are generally held in conjunction with the regular quarterly Board meetings. Other private meetings are held as often as deemed necessary by the independent directors.

In addition, executive sessions of the Audit Committee are scheduled following each regular meeting of the Audit Committee (with our independent auditors, with the head of our internal audit department, with outside counsel and with executive management, if deemed necessary). Also, an executive session of the Compensation Committee is scheduled following any Compensation Committee meeting at which executive compensation determinations are made. Executive sessions of the Corporate Governance and Nominating Committee are held when deemed necessary by the members of that committee.

Committees of Our Board

Our Board has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each committee operates under a written charter adopted and reviewed annually by our Board, which satisfy the applicable standards of the SEC and NASDAQ. Copies of the charters of all standing committees are available on our website at investors.veritone.com under “Governance.” Our Board may establish other committees from time to time as deemed appropriate by our Board based on the needs of our Board and the Company.

The composition of each of our three standing committees is set forth below. Messrs. Chad Steelberg, our non-executive Chairman of the Board, and Ryan Steelberg, our Chief Executive Officer, do not serve on any committees of the Board.

Name	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
Knute P. Kurtz	Chairperson		X
Jeffrey P. Gehl	X	X	Chairperson
Richard H. Taketa	X	Chairperson

Audit Committee

Our Audit Committee consists of Messrs. Kurtz, Gehl and Taketa, and Mr. Kurtz serves as the Chairman. In November 2022, Mr. Gehl was appointed to the Audit Committee to fill the vacancy caused by the death of our Board member, Louis Graziadio III, in October 2022. Our Board has affirmatively determined that each of Messrs. Gehl, Graziadio, Kurtz and Taketa meets the definition of an “independent director” for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and NASDAQ rules. In addition, our Board has determined that each of Messrs. Kurtz, Graziadio, Gehl and Taketa qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Audit Committee has the responsibility to, among other things:

•	review and evaluate our annual and quarterly financial statements and reports, and discuss these statements and reports with our independent registered public accounting firm and management;

•	assess the independence and qualifications of, appoint and, where appropriate, replace our independent registered public accounting firm;

•	evaluate the performance of our independent registered public accounting firm;

•	review the proposed scope and results of the audit, and serve as the primary point of contact with our independent registered public accounting firm through the audit process with respect to key audit matters;

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•	review and pre-approve audit and non-audit fees and services;

•	review accounting and financial controls with our independent registered public accounting firm and our financial and accounting staff, and oversee any the process of addressing any issues that arise with respect to the scope, adequacy and effectiveness of these controls;

•	review and approve transactions between us and our directors, officers and affiliates;

•	recognize and prevent prohibited non-audit services;

•	establish procedures for complaints received by us regarding accounting matters;

•	oversee internal audit functions; and

•	review and evaluate our primary risk exposures.

Compensation Committee

Our Compensation Committee consists of Messrs. Gehl and Taketa, and Mr. Taketa serves as the Chairman. Our Board has determined that each member serving on the Compensation Committee is “independent” as that term is defined in the applicable NASDAQ rules.

Our Compensation Committee has the responsibility to, among other things:

•	review and determine the compensation arrangements for our executive officers;

•	establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

•	administer our equity incentive plans and other incentive compensation plans;

•	evaluate the performance of our Chief Executive Officer and participate in the evaluation of other executive management;

•	evaluate and make recommendations to our Board regarding the compensation of our Board and its committees;

•	evaluate whether the Company’s compensation plans, programs or practices would encourage unnecessary or excessive risk-taking; and

•	review the independence of any compensation advisers engaged by our Compensation Committee.

From time to time, the Compensation Committee has retained a compensation consultant as it deems necessary to provide advice as to market levels of compensation, compensation program design and compensation trends. In 2022, our Compensation Committee engaged the services of Compensia, Inc. (“Compensia”), a compensation consulting firm, to advise the Compensation Committee regarding the amount and types of compensation that we provide to our executives and directors, our compensation philosophy and how our compensation practices compare to the compensation practices of other similar and peer companies. Compensia does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee believes that Compensia does not have any conflicts of interest in advising the Compensation Committee under applicable SEC rules or NASDAQ listing standards. The Compensation Committee has assessed the independence of Compensia pursuant to SEC rules and NASDAQ listing standards and concluded that no conflict of interest exists that would prevent Compensia from independently representing the Compensation Committee.

Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee consists of Messrs. Gehl and Kurtz, and Mr. Gehl serves as the Chairman. Our Board has determined that each member serving on the Corporate Governance and Nominating Committee is “independent” as that term is defined in the applicable NASDAQ rules.

Our Corporate Governance and Nominating Committee has the responsibility to, among other things:

•	identify, evaluate and make recommendations to our Board regarding prospective director nominees;

•	oversee the evaluation of our Board and its committees;

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•	review developments in corporate governance practices;

•	evaluate the adequacy of our corporate governance practices and reporting; and

•	develop, periodically review and make recommendations to our Board regarding corporate governance guidelines and matters.

Identifying and Evaluating Director Candidates

Our Corporate Governance and Nominating Committee evaluates and recommends director candidates for nomination by the full Board. Any stockholder may recommend candidates for evaluation by the Corporate Governance and Nominating Committee by submitting a written recommendation to our Secretary in accordance with the requirements described under the heading “Stockholder Proposals and Director Nominations for our 2024 Annual Meeting” at the end of this Proxy Statement below.

There are no specific minimum qualifications that the Corporate Governance and Nominating Committee requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the laws, rules and regulations applicable to us. Except as required by applicable law, our Board does not have a formal policy regarding racial/ethnic, gender or other diversity characteristics of director candidates, but considers diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience, as important factors in evaluating such candidates.

The Corporate Governance and Nominating Committee will evaluate any director candidates recommended by stockholders in the same manner as it would evaluate any other candidates identified by or recommended to it.

Communications with Our Board

Any stockholder may communicate with our Board, any Board committee or any individual director. All communications should be made in writing, addressed to our Board, our Board committee or the individual director, as the case may be, in care of our Secretary, mailed or delivered to our principal executive offices at (prior to May 5) 2420 17th St., Office 3002, Denver, Colorado 80202 or (on or after May 5, 2023) 1615 Platte St., 2nd Floor, Denver, Colorado 80202.

Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and should be addressed to the Board, any such individual director, the independent directors as a group, Board committee or Chairperson of any Board committee by either name or title. Each communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the directors. Junk mail, job inquiries, business solicitations, or hostile communications will not be presented. In addition, if requested by stockholders, when appropriate, the Chairman of the Board will also be available for consultation and direct communication with stockholders.

Corporate Responsibility

Code of Ethics

We have adopted a written Code of Business Conduct and Ethics (the “Code of Conduct”) which is applicable to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. A copy of the Code of Conduct is available on our website at investors.veritone.com. To the extent required by rules adopted by the SEC and NASDAQ, we intend to promptly disclose on our website or in a Current Report on Form 8-K future amendments to certain provisions of the Code of Conduct, or waivers to such provisions granted to any executive officer or director.

Hedging Policy

Pursuant to our Insider Trading Policy, which applies to all directors, officers and other employees of the Company, certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, are strongly discouraged. Our Insider Trading Policy requires that any hedging or similar arrangement proposed by any director, officer or other employee must be reviewed and approved in advance by our Compliance Officer. Any request for pre-approval of a hedging or similar arrangement must be submitted to the

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Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction. All determinations by the Compliance Officer under our Insider Trading Policy are final and not subject to further review.

Procedures for Submitting Complaints Regarding Accounting and Auditing Matters

We are committed to compliance with all applicable securities laws and regulations, accounting standards and accounting controls. The Audit Committee has established written procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns or complaints regarding such matters. The Audit Committee oversees the handling of such concerns or complaints. Any person may report concerns or complaints regarding accounting, internal accounting controls or auditing matters by sending a communication in writing addressed to the Chairman of the Audit Committee, mailed or delivered to our principal executive offices at (prior to May 5) 2420 17th St., Office 3002, Denver, Colorado 80202 or (on or after May 5, 2023) 1615 Platte St., 2nd Floor, Denver, Colorado 80202. Additional information regarding the procedures for non-employees to submit such concerns or complaints is available in the Investors section of our website at investors.veritone.com under the heading “Governance.”

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EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers as of December 31, 2022, the period covered by this Proxy Statement:

Name	Age	Title
Chad Steelberg⁽¹⁾	52	Chairman of the Board
Ryan Steelberg⁽¹⁾	49	President and Chief Executive Officer
Michael L. Zemetra	52	Executive Vice President, Chief Financial Officer and Treasurer

(1)

Mr. Chad Steelberg resigned as our Chief Executive Officer effective December 31, 2022, and Mr. Ryan Steelberg was appointed as our President and Chief Executive Officer effective January 1, 2023. Mr. Chad Steelberg continues as the Chairman of our Board, but ceased being an executive officer of the Company as of December 31, 2022. The biographies of Chad Steelberg and Ryan Steelberg are presented under the heading “Board of Directors—Director Nominees.” Mr. Zemetra’s biography is set forth below.

Michael L. Zemetra has served as our Executive Vice President, Chief Financial Officer and Treasurer since October 2020. From April 2018 to October 2020, Mr. Zemetra served as Executive Vice President and Chief Financial Officer of LiveXLive Media, LLC, a global digital media company. From April 2017 to March 2018, Mr. Zemetra served as Vice President of Finance and Divisional Chief Financial Officer of the Cloud Services Division of J2 Global, Inc., a provider of cloud-based software and digital media services. From June 2013 to August 2016, Mr. Zemetra served as Chief Financial Officer and Chief Accounting Officer of Global Eagle Entertainment, an in-flight entertainment services company. From May 2008 to June 2013, Mr. Zemetra served as Senior Vice President and Chief Accounting Officer of Demand Media, Inc. (now Leaf Group), a digital content and media company. Prior to that, from May 2000 to February 2008, Mr. Zemetra held senior financial positions with a number of publicly traded SaaS, technology and digital media companies. Mr. Zemetra began his career in the Technology and Entertainment groups of PricewaterhouseCoopers LLP. Mr. Zemetra holds a Masters in Accounting from the University of Southern California and a Bachelor of Arts in Business-Economics from the University of California, Riverside, and earned his CPA from the State of California.

Family Relationships

There are no family relationships between any director, executive officer or person nominated or chosen to become a director or executive officer, except that Chad Steelberg and Ryan Steelberg are brothers.

Legal Proceedings

On December 15, 2014, Brand Affinity Technologies, Inc. filed a petition for relief under the Bankruptcy Code commencing the matter of In re Brand Affinity Technologies, Inc., United States Bankruptcy Court for the Central District of California, Santa Ana Division, Case No. 8:14-bk-17244 SC. Chad Steelberg and Ryan Steelberg previously served as officers, directors and beneficial owners of Brand Affinity Technologies, Inc. The Bankruptcy Court entered an order closing this bankruptcy case on December 5, 2016.

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EXECUTIVE COMPENSATION

The following is a summary of the compensation policies, plans and arrangements for all individuals who served at any time as an executive officer of the Company during 2022. This summary should be read in conjunction with the Summary Compensation Table and related disclosures set forth below. We are eligible to, and have chosen to, comply with the executive compensation disclosure rules applicable to a “smaller reporting company,” as defined in applicable SEC rules.

Overview

Our executive compensation plans and arrangements are overseen and administered by our Compensation Committee, which is comprised entirely of independent directors as determined in accordance with applicable NASDAQ rules. Our Compensation Committee has established compensation plans and arrangements that are intended to fulfill three primary objectives: first, to attract and retain the high caliber executives required for the success of our business; second, to reward these executives for strong financial and operating performance; and third, to align their interests with those of our stockholders to incentivize them to create long-term stockholder value. The key components of executive compensation are base salaries, cash incentives and equity awards.

Our Compensation Committee reviews and evaluates executive compensation on an annual basis. In May 2020, the Compensation Committee reviewed the base salaries, cash incentives and equity compensation of Chad Steelberg, our Chief Executive Officer at the time, and Ryan Steelberg, our President, as well as other key terms of their employment, including compensation and benefits to which they would be entitled in the event of a change in control of Veritone. Based on such review, the Compensation Committee determined that it was appropriate to establish new compensation arrangements for such officers, which were set forth in new employment agreements entered into with these officers in June 2020.

In connection with the appointment of Mr. Zemetra as our Executive Vice President, Chief Financial Officer and Treasurer, the Compensation Committee reviewed multiple factors, including the base salaries, cash incentive compensation and equity compensation for chief financial officers of other software companies of comparable size range, in establishing the compensation arrangements for Mr. Zemetra, which were set forth in the employment agreement entered into with Mr. Zemetra in October 2020.

Mr. Chad Steelberg resigned as our Chief Executive Officer effective as of December 31, 2022. Mr. Ryan Steelberg was appointed by our Board as President and Chief Executive Officer, effective as of January 1, 2023. In connection with this CEO transition, the Compensation Committee, with assistance from its compensation consultant, Compensia, reviewed the base salaries, cash incentives and equity compensation of Ryan Steelberg and Michael Zemetra, as well as the Company’s compensation philosophy and pay for performance metrics. Based upon that review, the Compensation Committee determined that it was appropriate to establish new compensation arrangements for Messrs. Ryan Steelberg and Zemetra, which were set forth in new employment agreements entered into with these officers in January 2023, as discussed under the heading “2023 Employment Agreements” below.

2020 Employment Agreements

Chad Steelberg and Ryan Steelberg

As noted above, in June 2020, we entered into new employment agreements with Chad Steelberg and Ryan Steelberg, which superseded the employment agreements previously entered into with such officers in 2017 and the compensation plans and arrangements established for them in 2018 and 2019 (which had superseded the compensation terms set forth in those previous 2017 agreements). Each employment agreement had an initial term expiring on December 31, 2022, which would renew automatically for additional one-year terms unless either we or the officer elects not to renew the agreement by providing written notice to the other party at least 90 days prior to the expiration of the then-current term. As a result of Mr. Chad Steelberg’s resignation on December 31, 2022, his 2020 employment agreement terminated. Mr. Ryan Steelberg’s 2020 employment agreement was replaced and superseded by a new employment agreement entered into in January 2023 in connection with his transition to our President and Chief Executive Officer. See “2023 Employment Agreements” below.

Pursuant to these employment agreements, the annual base salaries of Chad Steelberg and Ryan Steelberg were set initially at $500,000 and $375,000, respectively. Each officer’s base salary was subject to review by our

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Board at least annually and, in any event, was to be increased by no less than 5% annually. Each officer could, subject to certain conditions, elect to receive up to 25% of his base salary during any calendar quarter in the form of fully vested stock awards issued under our stock incentive plans (with the number of shares determined based on the average of the daily volume-weighted average prices per share of our common stock during the quarter).

The employment agreements also provided that each officer was entitled to receive annual cash incentives, with a target incentive amount equal to at least 120% of his then-current annual base salary for Chad Steelberg and 100% for Ryan Steelberg. Half of the incentive amount was tied to the achievement of annual performance goals with earned amounts paid annually, and the remaining half of the incentive amount was tied to the achievement of quarterly performance goals with earned amounts paid quarterly. However, Chad Steelberg would receive a total bonus each year equal to at least 50% of his then-current base salary, and Ryan Steelberg would receive a total bonus each year equal to at least 25% of his then-current base salary, whether or not the applicable performance goals have been achieved.

Pursuant to the employment agreements, we granted an initial award of 350,000 restricted stock units (“RSUs”) to Chad Steelberg and 140,000 RSUs to Ryan Steelberg in June 2020, each of which vested fully in 2021.

In addition, commencing in 2021, Chad Steelberg became entitled to receive on an annual basis an award of RSUs representing the right to receive upon vesting (i) 175,000 shares of our common stock, plus (ii) a number of shares of our common stock determined by dividing $150,000 by the average of the daily volume-weighted average prices of our common stock for the ninety (90) calendar day period ended on the last trading day prior to the grant thereof. The RSU grants we made to Chad Steelberg in accordance with the terms of his employment agreement in 2021 and 2022 are discussed in more detail under the heading “2021 Equity Awards” and “2022 Equity Awards” below. Each RSU award will vest in full on the first anniversary of the grant date, subject to continued service and acceleration under certain circumstances, as discussed under the heading “Payments Upon Termination of Employment or Change in Control” below.

Commencing in 2021, Ryan Steelberg became entitled to receive on an annual basis an award of RSUs representing the right to receive upon vesting (i) 125,000 shares of our common stock, plus (ii) a number of shares of our common stock determined by dividing $75,000 by the average of the daily volume-weighted average prices of our common stock for the ninety (90) calendar day period ended on the last trading day prior to the grant thereof. The RSU grants we made to Ryan Steelberg in accordance with the terms of his employment agreement in 2021 and 2022 are discussed in more detail under the heading “2021 Equity Awards” and “2022 Equity Awards” below. Each RSU award will vest in full on the first anniversary of the grant date, subject to continued service and acceleration under certain circumstances, as discussed under the heading “Payments Upon Termination of Employment or Change in Control” below.

The employment agreements provided for payment of other benefits to each officer, including (i) payment of a commuting allowance of $25,000 per calendar quarter for Chad Steelberg and $12,500 per calendar quarter for Ryan Steelberg, (ii) purchase of separate healthcare policies covering each officer and his family, (iii) reimbursement of legal fees reasonably incurred in the negotiation of both officers’ employment agreements, up to a maximum of $50,000 and (iv) other benefits generally made available to employees under our employee benefit plans.

The employment agreements with Chad Steelberg and Ryan Steelberg were at-will agreements and could be terminated at any time and for any reason or without reason. However, if the officer had been terminated other than for cause (as defined in his employment agreement) or resigned for good reason (as defined in his employment agreement), then the officer would have been entitled to receive cash severance payments and acceleration of the vesting of certain of his equity awards, as discussed under the heading “Payments Upon Termination of Employment or Change in Control” below.

Michael Zemetra

On October 6, 2020, we entered into an employment agreement with Mr. Zemetra in connection with his appointment as our Executive Vice President, Chief Financial Officer and Treasurer. The employment agreement had an initial term expiring on October 8, 2024, which renewed automatically for additional one-year terms unless either we or Mr. Zemetra elected not to renew the agreement by providing written notice to the other

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party at least 90 days prior to the expiration of the then-current term. We entered into a new employment agreement with Mr. Zemetra in January 2023 that replaced and superseded this agreement. See “2023 Employment Agreements” below.

Pursuant to Mr. Zemetra’s employment agreement, his annual base salary was set initially at $325,000. He was also eligible to receive annual incentives under our cash incentive program, with his target incentive amount set at 50% of his annual base salary initially. Mr. Zemetra’s base salary and target incentive were subject to review by the Board at least annually. Mr. Zemetra was also entitled to receive: (i) reimbursement of relocation expenses under certain circumstances, up to a maximum of $10,000, and (ii) payment by us of 100% of the premiums for medical, dental and vision insurance coverages for him and his eligible family members under our group insurance plans.

Pursuant to his employment agreement, we granted the following initial equity awards to Mr. Zemetra in October 2020: (i) 40,000 RSU’s, which vested over two years; (ii) 60,000 time-based stock options which vest over a four-year period with an exercise price of $11.10; and (iii) 120,000 performance-based stock options, which vested in full in 2021 with an exercise price of $11.10.

Mr. Zemetra’s employment agreement also provided that, during the first calendar quarter of each year and subject to his continued employment with us, we would grant to him an RSU award covering a number of shares of our common stock determined by dividing $300,000 by the average of the daily volume-weighted average prices of our common stock for the ninety (90) calendar day period ended on the last trading day prior to the grant date thereof. Each such RSU award would vest in full on the first anniversary of the grant date thereof, subject to Mr. Zemetra’s continued employment through the relevant vesting date and acceleration under certain circumstances, as discussed under the heading “Payments Upon Termination of Employment or Change in Control” below. The RSU grants we made to Mr. Zemetra in accordance with the terms of his employment agreement in 2021 are discussed in more detail under the heading “2021 Equity Awards” below.

Our employment agreement with Mr. Zemetra was an at-will agreement and could be terminated at any time and for any reason or without reason. However, if Mr. Zemetra had been terminated other than for cause (as defined in his employment agreement) or resigned for good reason (as defined in his employment agreement), then he would have been entitled to receive cash severance payments and acceleration of the vesting of certain of his equity awards, as discussed under the heading “Payments Upon Termination of Employment or Change in Control” below.

2023 Employment Agreements

SEC Form DEF 14A filed by Veritone Inc.