Michael Keithley
VeritoneAbout Michael Keithley
Independent director (Class I) of Veritone, Inc. since June 2024; age 62; term expires at the 2027 annual meeting. Former Chief Information Officer at United Talent Agency (2017–April 2024) and previously CIO/CTO at Creative Artists Agency (1991–2016). Holds a B.S. in Business Information Systems from Arizona State University; recognized for strategic vision and technology leadership in media and digital platforms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Talent Agency | Chief Information Officer | Mar 2017–Apr 2024 | Led enterprise technology; advised clients on digital models and platforms |
| Creative Artists Agency | Chief Information Officer & Chief Technology Officer | 1991–2016 | Advanced the agency’s technology and digital strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bfilter Inc. | Director | Current | Also serves on startup and VC advisory boards; no public company directorships disclosed |
Board Governance
- Board structure: Classified board with three classes; Keithley is Class I; term through 2027 .
- Independence: Board determined Keithley is independent under NASDAQ and SEC rules; all standing committees comprised solely of independent directors .
- Committee assignments: Compensation Committee member (appointed Aug 2024); Corporate Governance & Nominating Committee Chair (appointed Aug 2024) .
- Attendance: In FY2024, the Board held 6 meetings; each director met at least 75% attendance except Chad Steelberg (Keithley met the threshold). Independent directors met regularly in executive session .
- Board leadership: CEO also serves as Chair; no Lead Independent Director .
| Committee | Role | Since |
|---|---|---|
| Compensation Committee | Member | Aug 2024 |
| Corporate Governance & Nominating Committee | Chair | Aug 2024 |
Fixed Compensation
- Program structure (directors): Annual cash retainer $30,000; committee member retainers—Audit $7,500, Compensation $5,000, Governance $2,500; committee chair retainers—Audit $20,000, Compensation $15,000, Governance $7,500. Annual time-based RSU grant with target grant-date value $150,000, vesting on first anniversary; initial grants for new directors are prorated. Cash fees are paid quarterly in arrears, prorated for partial months of service .
- 2024 actuals (Keithley): Cash fees $24,375; RSU grant-date fair value $73,800 (30,000 RSUs granted on June 13, 2024, vesting June 13, 2025); total $98,175 .
| Year | Cash Fees ($) | RSU Grant-Date Fair Value ($) | RSU Shares | Grant Date | Vest Date |
|---|---|---|---|---|---|
| 2024 | 24,375 | 73,800 | 30,000 | 2024-06-13 | 2025-06-13 |
Performance Compensation
- Director equity awards are time-based RSUs with no performance metrics; no performance-based pay disclosed for directors .
| Component | Metrics | Status |
|---|---|---|
| Director RSUs | None (time-based vesting) | No performance linkage disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Keithley .
- Private/non-profit/academic: Bfilter Inc.; various startup/VC advisory boards .
- Interlocks/conflicts: No related-party transactions involving Keithley disclosed; Audit Committee oversees related-party transactions under the Company’s policy . Notable board-level related party is Steel Holdings (affiliated with former director Chad Steelberg) consulting arrangements; approved by Audit Committee as in stockholder interests, totaling $2,636,805.08 paid in cash through March 31, 2025 (board-level governance context) .
Expertise & Qualifications
- Core skills: Technology leadership, enterprise IT, digital strategy for media and distribution; strategic advisory to startups and Fortune 500s .
- Education: B.S., Business Information Systems, Arizona State University .
- Board qualifications: Considered independent; contributes technology and strategic oversight relevant to Veritone’s AI/SaaS positioning .
Equity Ownership
- Beneficial ownership: 0 shares as of March 31, 2025; less than 1% of outstanding shares .
- Outstanding director RSUs: 30,000 (granted 6/13/2024; vest 6/13/2025) .
- Ownership guidelines: Directors expected to own shares equal to at least 3× annual Board retainer (i.e., $90,000), measured first in March 2028; guidelines count time-based RSUs (exclude performance-based RSUs) toward ownership .
- Pledging/hedging: Company prohibits short sales and derivatives; hedging requires pre-approval; pledging prohibited unless pre-approved with demonstrated capacity to repay without pledged securities .
- Section 16 compliance: One late Form 4 reported for Keithley in 2024 .
| Item | Value |
|---|---|
| Beneficial Shares | 0 |
| % Outstanding | <1% |
| RSUs Outstanding | 30,000 (time-based) |
| Ownership Guideline | ≥$90,000 by first measurement in Mar 2028 |
| Hedging/Pledging | Hedging requires pre-approval; pledging generally prohibited |
| Late Form 4 Filings (2024) | 1 |
Governance Assessment
- Board effectiveness: Keithley chairs Corporate Governance & Nominating and serves on Compensation, positioning him to influence board refresh, evaluations, and pay policies; independence affirmed; attendance threshold met in 2024 .
- Alignment: 2024 compensation skewed to equity via time-based RSUs; however, as of March 31, 2025 he held no beneficial shares, with ownership guidelines first measured in March 2028, and time-based RSUs counted toward compliance—suggests improving alignment upon vesting .
- Risk indicators and red flags:
- Classified board and no Lead Independent Director—potential entrenchment and oversight risk .
- Zero beneficial ownership as of March 31, 2025—short-term alignment gap until RSUs vest (guidelines acknowledge multi-year path to compliance) .
- One late Section 16 filing—process lapse but common; monitor for recurrence .
- Related-party oversight: While Keithley is not on the Audit Committee, his chair role on Governance complements committee independence and annual evaluations; Audit Committee reviews related-party transactions, including the Steel Holdings consulting agreements .
- Director compensation structure: Cash retainer plus time-based RSUs; no performance metrics tied to director pay—typical market practice; annual reviews by Compensation Committee .
Implications: Keithley strengthens board technology oversight and governance process leadership; near-term equity alignment improves upon RSU vesting, but absence of a Lead Independent Director and the classified board warrant continued monitoring by investors .