Francisco Morales
VeritoneAbout Francisco Morales
Francisco Morales (age 51) was appointed as an independent Class III director of Veritone effective March 20, 2025; his current term expires at the 2026 annual meeting. He co-founded 5.11 Tactical and served as its CEO from September 2018 to January 2024, transitioning to Executive Chairman thereafter. He holds a B.S. in Fashion Apparel Management, Business and Textiles from Philadelphia University and an MBA from the Thunderbird School of Global Management. The Board determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5.11 Tactical | Chief Executive Officer | Sep 2018 – Jan 2024 | Led global operations and marketing across law enforcement, military, and first responder markets. |
| 5.11 Tactical | Executive Chairman | Jan 2024 – present | Ongoing oversight; brings public sector and global operations expertise. |
External Roles
| Organization | Position | Status |
|---|---|---|
| 5.11 Tactical | Executive Chairman | Current external operating role; not a Veritone affiliate. |
Board Governance
- Classified Board structure: Veritone’s Board is staggered across three classes; Morales is Class III with term ending in 2026.
- Committee assignments: Member, Corporate Governance and Nominating Committee; Michael Keithley serves as Chair.
- Independence: Board determined Morales is an independent director; all standing committees consist solely of independent directors.
- Attendance and engagement: In 2024, the Board met 6 times; Audit 8; Compensation 3; Corporate Governance and Nominating 3; all directors met at least 75% attendance except Chad Steelberg (4 Board meetings). Independent directors meet regularly in executive sessions. (Morales joined in 2025; 2024 attendance levels cited for context.)
- Governance processes: Annual Board and committee evaluations; charters reviewed annually; director compensation evaluated by the Compensation Committee with independent consultant Compensia (no conflicts).
- D&O indemnification: Company entered into a Director and Officer Indemnification Agreement with Morales effective March 20, 2025.
- M&A Committee dissolved: The M&A Committee did not meet in 2024 and was dissolved in March 2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $30,000 | Paid quarterly, prorated for partial months of service. |
| Committee annual cash retainer – Audit (member) | $7,500 | Chair additional $20,000. |
| Committee annual cash retainer – Compensation (member) | $5,000 | Chair additional $15,000. |
| Committee annual cash retainer – Corporate Governance & Nominating (member) | $2,500 | Chair additional $7,500. |
| Non‑Executive Chair annual retainer | $30,000 | If applicable. |
- Morales’ cash and equity compensation will be prorated based on his March 20, 2025 appointment date under the non‑employee director compensation policy.
Performance Compensation
| Equity Award Program | Grant Value Basis | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|
| Annual RSU Award | RSUs with grant date value equal to $150,000; shares determined by closing price or a floor set by the Compensation Committee. | Vests on first anniversary of grant or immediately prior to next annual meeting, if earlier; service‑based. | Outstanding initial/annual RSUs fully accelerate on change in control, subject to continued service through immediately prior to transaction. |
| Initial RSU Award for new directors | Pro‑rated portion of $150,000 based on months since last annual meeting. | Same vesting mechanics as annual RSUs; service‑based. | Same as above. |
Director‑level performance metrics (e.g., TSR, EBITDA) are not applied to director equity awards; awards are time‑based RSUs only.
Director Grants and Form 4 Activity
| Grant Type | Transaction Date | Filing Date | Shares | Post‑Transaction Ownership | Source |
|---|---|---|---|---|---|
| Initial time‑based equity award (RSUs/common stock settlement) | 2025‑03‑20 | 2025‑03‑26 | 7,500 | 7,500 | https://www.sec.gov/Archives/edgar/data/1615165/000141588925009072/0001415889-25-009072-index.htm |
| Form 3 (initial ownership) | 2025‑03‑20 | 2025‑03‑26 | — | — | https://www.sec.gov/Archives/edgar/data/1615165/000141588925009070/0001415889-25-009070-index.htm |
| Annual non‑employee director award (RSUs/common stock settlement) | 2025‑06‑13 | 2025‑06‑13 | 30,000 | 37,500 | https://www.sec.gov/Archives/edgar/data/1615165/000141588925017244/0001415889-25-017244-index.htm |
Notes: Form 4 records display transaction code “A” (award/grant) and show post‑transaction ownership balances. The grant and settlement instrument is reported as common stock; vesting mechanics follow the director RSU policy.
Expertise & Qualifications
- Deep experience in public sector channels (law enforcement, military, first responders), operations, and marketing via leadership at 5.11 Tactical.
- Education: B.S. (Philadelphia University); MBA (Thunderbird School).
Equity Ownership
| Metric | As of 2025‑03‑31 | After 2025‑03‑20 Grant | After 2025‑06‑13 Grant |
|---|---|---|---|
| Shares beneficially owned (number) | 0 | 7,500 (post‑grant balance) | 37,500 (post‑grant balance) |
| Ownership % | <1% | n/a | n/a |
| Pledged shares | None; company states none of named persons have pledged shares as of the table date; pledging generally prohibited absent demonstrated repayment capacity. | ||
| Hedging | Hedging prohibited without pre‑clearance. | ||
| Stock ownership guidelines | Directors expected to own ≥3x annual Board retainer; first measurement March 2028; hold‑to‑reach guideline requires retaining 50% of net shares until compliant. |
Other Directorships & Interlocks
- No other public company directorships or related‑party transactions involving Morales were disclosed; Item 404(a) confirms none.
Governance Assessment
- Independence and committee fit: Morales is an independent director and serves on the Corporate Governance & Nominating Committee, aligning his public sector and operations expertise with Board oversight of governance, evaluations, and director nominations.
- Alignment via equity: The director compensation mix emphasizes time‑based RSUs with a fixed grant value framework and stock ownership guidelines requiring meaningful personal investment; his grants on March 20 and June 13, 2025 increased ownership to 37,500 shares.
- Conflicts: Company disclosed no related‑party transactions involving Morales; compensation consultant Compensia deemed independent; Board prohibits hedging and pledging (with limited exceptions).
- Structural consideration: Veritone maintains a classified board, which can reduce annual accountability compared to declassified boards; independent director executive sessions and annual evaluations partially offset this risk.
RED FLAGS: None specific to Morales identified (no related‑party transactions, independence affirmed, and attendance issues not applicable due to 2025 appointment). Company‑level items include classified board structure and a 2024 consulting payment to an entity affiliated with former director Chad Steelberg ($1,450,000), though not involving Morales.