Knute Kurtz
VeritoneAbout Knute Kurtz
Knute P. Kurtz, age 69, is an Independent Investor and has served as a director of Veritone since June 2017. He retired from PricewaterhouseCoopers LLP (PwC) in June 2016 after a 38-year career, including 10 years as Managing Partner of the Orange County office; he holds a Bachelor of Science from Nicholls State University and is recognized for extensive accounting, auditing, and capital markets experience. He currently chairs Veritone’s Audit Committee and serves on the Corporate Governance & Nominating Committee; the Board describes him as an audit committee financial expert and an independent director under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC), Orange County | Managing Partner | 10 years, through June 2016 | Led market-facing activities; oversaw assurance, tax, advisory services to public/private clients |
| PwC – Southern CA, Phoenix, Las Vegas cluster | Senior leadership; Market Leader, Private Company Services | Part of a 38-year PwC career | Advised audit committees and senior management on governance, risk, internal controls; extensive IPO/M&A/debt offerings experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | — |
Board Governance
| Committee | Membership | Chair Role | Financial Expert Status | Independence Status |
|---|---|---|---|---|
| Audit Committee | Member | Chair | Yes | Independent under Rule 10A-3 and NASDAQ rules |
| Compensation Committee | Not a member | — | — | Committee comprised of independent directors |
| Corporate Governance & Nominating Committee | Member | Not Chair | — | Committee comprised of independent directors |
- Board structure: Classified Board; Kurtz is a Class II director, nominated in 2025 to serve until the 2028 annual meeting .
- Independence: Board affirms Kurtz is independent; all standing committees comprise independent directors; all Audit Committee members are “financial experts” under SEC rules .
- Attendance: In 2024, the Board met 6 times; Audit 8; Compensation 3; Corporate Governance & Nominating 3. Each director attended at least 75% of meetings of the Board/committees on which he served (except Chad Steelberg) .
- Executive sessions: Independent directors met regularly in executive session, including committee executive sessions as needed .
- Offering lock-up: Kurtz was listed among signatories to the September 2025 underwritten offering lock-up agreements (Schedule III/IV) .
Fixed Compensation
| Component (Policy) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 30,000 | Paid quarterly in arrears |
| Audit Committee member fee | 7,500 | Annual |
| Audit Committee chair fee | 20,000 | Annual |
| Compensation Committee member fee | 5,000 | Annual |
| Compensation Committee chair fee | 15,000 | Annual |
| Corporate Governance & Nominating Committee member fee | 2,500 | Annual |
| Corporate Governance & Nominating Committee chair fee | 7,500 | Annual |
| Annual RSU award target value | 150,000 | Grant each annual meeting; vests ~1 year; number of RSUs based on closing price or committee-set floor price (higher than close) |
| 2024 Director Compensation (Kurtz) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 60,000 |
| RSU awards (grant date fair value) | 73,800 |
| Total | 133,800 |
- 2024 RSU grant details: On June 13, 2024, non-employee directors (including Kurtz) were granted RSUs representing 30,000 shares; vesting in full on June 13, 2025 .
Performance Compensation
| Performance Metric | Applies to Non-Employee Director Awards? | 2024 Status/Outcome |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile, ESG goals | No (director RSUs are time-based grants) | No performance-conditioned director awards disclosed |
- Change-in-control: Outstanding director RSUs fully accelerate upon a change in control (subject to continued service immediately prior) .
- Clawback: Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy in November 2023 (filed as exhibit to 2024 Form 10-K) .
Other Directorships & Interlocks
- No current public company board service for Kurtz was disclosed in the proxy; no interlocks with competitors/suppliers/customers identified .
Expertise & Qualifications
- Audit and capital markets expertise: 38-year PwC career; lead advisor/audit partner to public/private clients; extensive IPO/M&A/debt offering experience; governance, risk, internal controls advisory background .
- Audit committee financial expert designation; provides Board with accounting/auditing oversight insight .
- Education: Bachelor of Science, Nicholls State University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 88,121 shares; <1% of outstanding | Based on 44,834,462 shares outstanding as of Mar 31, 2025 |
| Shares owned directly | 79,433 | As of Mar 31, 2025 |
| Options exercisable within 60 days | 8,688 | Included in beneficial ownership; exercisable within 60 days of Mar 31, 2025 |
| Outstanding RSUs (Dec 31, 2024) | 30,000 | Awarded June 13, 2024; vested June 13, 2025 |
| Pledged shares | None disclosed | Company prohibits pledging absent demonstrated capacity to repay loan; no specific pledges disclosed |
| Hedging | Prohibited without pre-clearance | Company prohibits hedging/derivatives by directors |
| Ownership guidelines | Directors must hold ≥3x annual Board retainer | First measurement date March 2028; 50% net vested share retention until compliant |
Governance Assessment
- Board effectiveness: Kurtz chairs an all-independent Audit Committee; Board designates him as a financial expert, and he participated in recommending inclusion of audited financials in the 2024 Form 10-K, signaling active audit oversight .
- Independence and attendance: Board affirms his independence; directors met executive sessions regularly; attendance met at least 75% threshold in 2024, supporting engagement .
- Compensation alignment: Director pay mix includes cash retainers aligned to committee responsibilities and time-based RSUs; 2024 grant used a floor-price mechanism resulting in 30,000 RSUs with lower recognized fair value ($73,800) than the $150,000 target, limiting dilution while maintaining equity exposure .
- Ownership alignment: Beneficial ownership at 88,121 shares plus 8,688 exercisable options; director ownership guidelines require ≥3x retainer by March 2028 with mandated share retention, and anti-hedging/anti-pledging policies reinforce alignment .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Kurtz; Audit Committee oversees related-party review processes .
- Compensation governance safeguards: Non-employee director compensation capped at $750,000 per fiscal year ($1,000,000 for first-year appointments) under the Amended 2023 Plan; awards subject to clawback .
- Potential risk indicator: Director RSUs fully accelerate upon change-in-control; while common, acceleration provisions can be scrutinized by some investors for alignment during control transactions .
RED FLAGS
- None disclosed regarding attendance shortfalls, pledging/hedging, or related-party transactions for Kurtz .
- Change-in-control acceleration of director RSUs is a structural feature to note for alignment analysis .