Patrick J. Venetucci
IZEA WorldwideAbout Patrick J. Venetucci
Patrick J. Venetucci is Chief Executive Officer of IZEA Worldwide, Inc. (since September 6, 2024) and has served as a Director since 2018; he is 57 years old and holds an MBA in Finance, Marketing, and Entrepreneurship from the University of Chicago and a BA in Communication Studies from the University of Iowa . Prior to IZEA, he was CEO of MERGE (2018–2024) and President, USA Operations & Integration at Dentsu Aegis (2016–2018), following a 20+ year career at Leo Burnett culminating as President of Global Operations; he also founded MobileAngelo (2013–2016) and advised several technology companies . Board leadership is separated at IZEA (independent Chair), which mitigates CEO/Chair dual-role concerns; six of seven directors are independent, and independent directors meet in executive session . Company performance during his tenure shows quarterly revenues in the ~$8–11M range and EBITDA improving, with positive net income in Q2 2025 and Q3 2025 modestly positive, supporting early execution progress under the new leadership regime (see Performance table below).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MERGE | Chief Executive Officer | 2018–2024 | Scaled a PE-backed digital marketing firm; company release notes revenue and profit tripling during tenure . |
| Dentsu Aegis Network | President, USA Operations & Integration | 2016–2018 | Led U.S. operations and post-merger integrations at a top global ad holding company . |
| MobileAngelo Group | Founder & CEO | 2013–2016 | Launched PE-backed mobile roll-up; digital transformation investments . |
| Leo Burnett Worldwide | President, Global Operations (prior roles incl. Global Head of HR) | 1990–2013 (President 2009–2013) | Led global accounts and corporate functions including M&A, technology, internal audit, procurement; pioneered digital marketing service in Tokyo office . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Solstice Mobile; Signal; ParqEx; Quiver; Private equity firms | Advisor | Various | Advisory roles to innovative public and private tech companies and PE firms . |
Fixed Compensation
| Component | 2024 Value | Terms |
|---|---|---|
| Base Salary (CEO) | $450,000 annual rate; prorated salary received $122,885 in 2024 | Employment agreement effective Sep 6, 2024 through Dec 31, 2027; auto-renews annually . |
| Target Annual Bonus | 75% of base salary (prorated for 2024 partial year) | KPI-based; set annually by Board/Comp Committee . |
| Director Fees (pre-CEO in 2024) | $39,244 cash; $40,951 RSUs | Prorated through Sep 5, 2024 transition to CEO . |
| Clawback Policy | Acknowledged Nasdaq Rule 5608 clawback | Signed acknowledgment Sep 9, 2024 . |
Performance Compensation
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Short-Term Incentives (STI)
- 2024 STI Metrics and Weighting: Revenue (50%) and Adjusted EBITDA (50%); payout range 50%–150% of target based on thresholds/maximums .
- 2024 Actual Payout (CEO): $11,226 cash bonus paid (prorated year); STI targets KPI-based per agreement .
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Long-Term Incentives (LTI) – Granted Sep 6, 2024 under CEO agreement
- Time-Based RSUs: 490,400 RSUs vesting in 16 equal quarterly installments starting Oct 31, 2024 (i.e., 30,650 per quarter); 30,650 vested in 2024 measurement period .
- Performance-Based RSUs (SPP): 490,400 RSUs vest based on Share Price Performance (SPP) measured as (Q4 VWAP – $2.00)/$8.00 across 2024–2027, cumulative vesting with no recoupment; 42,927 vested as of Dec 31, 2024 .
| Incentive | Metric | Weighting | Target | Actual | Payout/Vesting | Vesting Mechanics |
|---|---|---|---|---|---|---|
| STI (Cash) | Revenue | 50% | Board-set 2024 KPI | Not disclosed | $11,226 paid (prorated) | Annual cash payout; 2024 prorated . |
| STI (Cash) | Adj. EBITDA | 50% | Board-set 2024 KPI | Not disclosed | included above | Same as above . |
| LTI TBRSU | Service (time) | n/a | n/a | n/a | 30,650 vested in 2024 | 490,400 in 16 equal quarterly tranches from 10/31/24 . |
| LTI PBRSU | SPP (Q4 VWAP formula) | n/a | (VWAP−$2)/$8 | 2024 ratio not disclosed | 42,927 vested in 2024 | Cumulative vesting FY2024–FY2027; forfeiture of unvested after Q4 2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 218,100 shares (1.3% of outstanding) as of Oct 15, 2025 . |
| Composition | 186,200 common shares; 1,250 options exercisable; 30,650 RSUs expected to vest within 60 days . |
| Anti-Hedging/Pledging | Company policy prohibits pledging and hedging by directors and employees . |
| Upcoming Vesting Cadence | Time-based RSUs vest 30,650 quarterly through 16 tranches; PBRSUs vest annually based on Q4 VWAP formula through 2027 . |
| Ownership Guidelines | Not disclosed for executives in provided materials. |
Employment Terms
- Term and Renewal: Initial term through December 31, 2027; auto-renews for successive one-year terms unless 90 days’ notice of non-renewal .
- Termination (Non‑Cause / Good Reason): 12 months’ base salary severance, up to 12 months COBRA, and pro‑rated annual bonus based on actual performance; equity per award terms .
- Change of Control: If terminated within 3 months prior to or within 12 months post‑CoC (other than for Cause or resignation without Good Reason): 12 months’ salary, up to 12 months COBRA, pro‑rated bonus at target; equity treatment pursuant to plan/award terms (no automatic acceleration specified in the agreement) .
- Restrictive Covenants: Non‑competition during employment and up to one year thereafter; confidentiality and other restrictions .
Board Governance
- Board Service: Director since 2018; became CEO in Sep 2024 and stepped down from Board committees; previously served as Audit Committee Chair until becoming CEO .
- Board Structure: Roles split—independent Chairman (Lindsay A. Gardner); 6 of 7 directors independent; independent committees (Audit, Compensation, Nominating & Governance, Strategy & Capital Allocation) .
- Attendance: In FY 2024, Board met 21 times; all directors attended ≥75% of Board and committee meetings .
- Executive Sessions: Independent directors meet in executive session, typically at each regular in-person Board meeting .
- Anti‑Hedging/Pledging: Prohibited for directors and employees .
Director Compensation (context for dual-role period)
- 2024 (as non-employee director before CEO transition): $39,244 cash and $40,951 in stock awards; options outstanding: 625 @ $32.00 expiring 9/1/2025 and 625 @ $4.458 expiring 12/18/2028 .
- Program highlights: Quarterly RS grants valued at $15,000, immediate vesting; cash retainers and committee chair fees as specified by Board policy .
Company Performance During Venetucci’s Tenure (Quarterly)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 8,892,916* | 6,952,883* | 9,093,816* | 8,831,794* | 11,002,517* | 7,968,363* | 9,133,232* | 8,072,380* |
| EBITDA ($) | -1,763,963* | -4,032,098* | -2,485,931* | -5,242,904* | -2,285,916* | -632,897* | 760,765* | -213,363* |
| EBITDA Margin (%) | -19.84%* | -57.99%* | -27.34%* | -59.36%* | -20.78%* | -7.94%* | 8.33%* | -2.64%* |
| Net Income ($) | -1,526,657* | -3,265,850* | -2,194,828* | -8,768,319* | -4,623,264* | -142,800* | 1,205,068* | 147,745* |
| Cash from Operations ($) | 847,588* | -3,341,872* | -3,914,985* | -1,400,731* | -2,799,936* | 2,008,132* | -762,144* | 1,189,977* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Heavy LTI equity mix with dual structure: time-based RSUs for retention and performance-based RSUs tied to multi-year share price targets (SPP), aligning incentives with shareholder returns .
- STI tied 50/50 to Revenue and Adjusted EBITDA encourages balanced growth-profitability focus; 2024 CEO STI payout was modest given partial-year service .
- Governance guardrails: clawback policy in place; anti-hedging/pledging; explicit prohibition on repricing/exchange of options without shareholder approval under plan documents .
- Severance economics at 1x salary plus COBRA and pro‑rated bonus (double-trigger around CoC) are moderate relative to small-cap norms; equity acceleration not automatic and governed by plan/award terms .
Risk Indicators & Red Flags
- Related party/activism context: Cooperation Agreement with GP Parties in Sep 2024 added two directors and created a Strategy & Capital Allocation Committee; $145,000 reimbursed expenses to GP Parties .
- Section 16 compliance: Company disclosed late filings for certain insiders (not including Venetucci); Board processes in place for reporting .
- Hedging/pledging: Prohibited by policy (reduces misalignment risk) .
- Equity supply overhang: Predictable quarterly vesting of 30,650 TBRSUs and annual PBRSU tranches through 2027 could create periodic insider selling pressure upon vesting/settlement .
Equity Plan and Share Usage Context
- Equity Incentive Plan increased share reserve in 2023 and again in 2024; Inducement Plan established for M&A hires (Hoozu grants later forfeited upon divestiture) .
- As of Oct 15, 2025: 17,939,328 shares issued; 22,427 options outstanding (avg. strike $13.98); 1,664,143 unvested RSUs (intrinsic value $9.4M) .
Say-on-Pay, Peer Group, and Consultant Usage
- Annual Say-on-Pay included on 2024 and 2025 ballots; specific approval percentages not disclosed in the provided documents .
- Compensation Committee retains sole authority to select/retain independent compensation consultants; specific consultant engagement details not disclosed .
- Peer group composition and target percentile not disclosed in provided materials.
Summary Compensation (2024)
| Name | Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Patrick J. Venetucci (CEO) | 2024 | 162,129 | 1,551,383 | 11,226 | 50 | 1,724,788 |
Notes: 2024 CEO salary and STI prorated for partial year; includes separate director compensation (cash $39,244; stock $40,951) earned before 9/5/24 transition .
Board Service Details for Venetucci
- Current: CEO and Director (not independent) .
- Prior committee roles: Audit Committee Chair through 9/5/24 (then relinquished upon becoming CEO) .
- Dual-role implications: Separation of Chair/CEO (independent Chair) addresses independence concerns; independent committees chaired by non-management directors .
Investment Implications
- Alignment: Significant multi-year RSU package, with half tied to absolute share price improvement via SPP through 2027, tightly aligns pay with TSR outcomes .
- Execution and retention: Quarterly time-based vesting supports retention; STI metrics (Revenue and Adj. EBITDA) incentivize balanced operating performance .
- Overhang/selling pressure: Predictable quarterly TBRSU vesting (30,650/quarter) and annual PBRSU vesting may create periodic supply; monitor Form 4 activity around vesting dates and quarter-ends .
- Governance and risk: Clawback and anti-hedging/pledging reduce governance risk; severance economics are moderate with double-trigger CoC terms, limiting downside for shareholders in a transaction scenario .
- Early performance markers: During 2025, EBITDA and net income improved with a positive Q2 2025, indicating initial progress on cost discipline and growth initiatives under new leadership amid revenue volatility.*
Citations:
Footnote: *Values retrieved from S&P Global.