Michael Zilis
VeritoneAbout Michael Zilis
Michael Zilis, age 55, has served as a director of Veritone since December 2023 and is Executive Vice President and Chief Financial Officer of Ingram Micro (joined 2006; CFO since January 2020); he is a licensed CPA (inactive) with a B.S. in Finance and Accounting from Boston College and 10 years in Arthur Andersen’s commercial audit practice . He is an independent director under NASDAQ and SEC rules and is designated by the Board as an “audit committee financial expert” . Veritone’s Board uses annual evaluations of the Board and each committee to assess effectiveness and accountability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Micro Holding Corporation | EVP & CFO | Jan 2020–present | Senior finance leadership of multinational technology company; financial expertise cited for VERI board qualification . |
| Ingram Micro | EVP & President, Asia Pacific | 2017–2020 | Regional leadership; prior roles included Emerging Markets and Latin America operations . |
| Ingram Micro | Senior Vice President & Corporate Controller | Joined 2006 | Led FP&A, external/internal reporting, long-term strategic planning, due diligence and M&A . |
| Avnet, Inc. | Vice President & Corporate Controller | Prior to 2006 | Led cost-saving initiatives, streamlining processes . |
| Arthur Andersen LLP | Commercial Audit Practice | ~10 years | CPA (inactive); foundational audit and controls experience . |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Ingram Micro Holding Corporation | EVP & CFO | Not disclosed | Role is executive management; no other public company directorships disclosed for Zilis in VERI proxy filings . |
Board Governance
- Committee assignments (2025): Audit Committee member; Compensation Committee member; not a chair. Audit chaired by Kurtz; Compensation chaired by Taketa .
- Committee assignments (2024): Audit Committee member; Compensation Committee member; not a chair .
- Independence: Board affirmatively determined Zilis is independent under NASDAQ and SEC rules; audit and compensation committees meet additional independence criteria; audit members (including Zilis) are “financial experts” .
- Attendance: In fiscal 2023, Board held 11 meetings; Audit 10; Compensation 4; Governance 3; each director attended at least 75% of aggregate meetings of the Board and committees on which they served; all then-serving directors attended the prior annual meeting; independent directors met privately 4 times in 2023 .
- Executive sessions: Regular executive sessions of independent directors and committee executive sessions (Audit with auditors/internal audit/outside counsel as needed) .
- Committee governance changes: M&A Committee did not meet in 2024 and was dissolved in March 2025 .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Board cash retainer policy | $30,000 annual; paid quarterly | $30,000 annual; paid quarterly . |
| Committee member fees policy | Audit $7,500; Compensation $5,000; Governance $2,500; M&A $2,500 (2023) | Audit $7,500; Compensation $5,000; Governance $2,500 (M&A dissolved in 2025) . |
| Committee chair fees policy | Audit $20,000; Compensation $15,000; Governance $7,500; M&A $7,500 (2023) | Audit $20,000; Compensation $15,000; Governance $7,500 . |
| Zilis – fees earned or paid in cash | $6,257 | $42,500 |
Notes: Cash retainer pro-rated for partial months; directors reimbursed for expenses per policy .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual RSU program policy (non-employee directors) | $150,000 grant-date value; vests ~1 year from grant; change-of-control full acceleration; initial pro-rated RSU for new directors | $150,000 grant-date value; vests ~1 year from grant; change-of-control full acceleration; initial pro-rated RSU for new directors . |
| Zilis – RSU award details | 42,475 RSUs granted Nov 8, 2023; grant-date fair value based on $2.06/share; vest June 12, 2024 | 30,000 RSUs granted June 13, 2024; total grant-date fair value $73,800; vest June 13, 2025 . |
| Options (director awards) | None disclosed for Zilis | None disclosed for Zilis . |
| Performance metrics tied to director equity | None; director RSUs are time-based under the automatic grant program . |
Change-in-control: Outstanding director RSUs fully accelerate upon a change in control, subject to continued service through immediately prior to the event .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Zilis in VERI proxy statements . |
| Committee roles at other issuers | Not disclosed . |
| Interlocks or shared directorships | None disclosed for Zilis; Compensation Committee interlocks statement notes no reciprocal board/committee overlaps among executives and committee members; Compensia engaged as independent consultant to Compensation Committee . |
Expertise & Qualifications
- Financial expert: Board determined Zilis qualifies as an “audit committee financial expert” (Item 407(d)(5) of Regulation S-K) .
- Deep finance and audit background: 10 years at Arthur Andersen; CPA (inactive) .
- Global operating experience: EVP & President, Asia Pacific; Emerging Markets/Latin America roles at Ingram Micro .
- Education: B.S. in Finance and Accounting, Boston College .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | % of Outstanding | RSUs Outstanding | Options Exercisable (≤60 days) |
|---|---|---|---|---|
| April 16, 2024 | 42,475 | <1% | — (vesting June 12, 2024) | — |
| March 31, 2025 | 42,475 | <1% | 30,000 RSUs outstanding at 12/31/2024; vest June 13, 2025 | — |
- No pledging: Proxy states, “none of such persons has pledged such shares as security,” for directors including Zilis .
- Stock ownership guidelines: Directors expected to hold shares equal to ≥3x annual Board retainer; first measurement date March 2028; if not met, must hold ≥50% of net vested shares until compliant; waivers may be granted .
- Section 16(a) compliance: No late Form 4 filings reported for Zilis in fiscal 2024; several others had late filings .
Governance Assessment
- Strengths: Independent director; dual committee service on Audit and Compensation; designated audit committee financial expert; documented Board/committee charters and annual evaluations; regular executive sessions; robust director ownership guidelines and compliant clawback policy adopted November 2023 .
- Alignment: Holds 42,475 shares; outstanding RSUs consistent with standard non-employee director equity; no pledging or options; compensation mix skewed to equity plus modest cash retainers and committee fees .
- Potential watch items: Related-party consulting arrangements with Steel Holdings (affiliated with former director Chad Steelberg) were reviewed and approved under the Related Persons Transaction Policy by the Audit Committee; continued vigilance on committee oversight and independence warranted due to magnitude of payments ($2.64M through March 31, 2025) .
- Structural updates: M&A Committee dissolved in March 2025, simplifying committee structure; no disclosed attendance shortfalls for Zilis; Compensation Committee uses independent consultant (Compensia) with no conflicts .
Overall signal: Zilis adds credible finance and audit expertise, with solid committee engagement and equity-based alignment; monitoring of related-party consulting approvals remains a governance sensitivity given board oversight responsibilities .