Richard Taketa
VeritoneAbout Richard H. Taketa
Richard H. Taketa (age 53) is an independent Class I director of Veritone, serving since May 2019 with his current term expiring at the 2027 annual meeting. He is President of Taketa Capital Corporation (since September 2018), and previously served as CEO of York Risk Services (2014–2018) and Chairman of York’s board (2014–2017). He holds a B.A. from Colgate University and a J.D. from Stanford Law School, is a member of the California Bar (inactive), and was Ernst & Young New Jersey Entrepreneur of the Year in 2017; he is also a recurring guest lecturer at the Stanford Graduate School of Business. He is independent under Nasdaq/SEC rules and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taketa Capital Corporation | President | Sep 2018–present | Private equity investment/consulting leadership |
| York Risk Services | President & CEO | Jan 2014–Sep 2018 | Led technology-enabled insurance services; regulated-market operating experience |
| York Risk Services | Chairman of Board | Oct 2014–Jul 2017 | Board leadership during growth period |
| York Risk Services | President, Commercial Business; COO; Chief Strategy Officer | Pre-2014 | Strategy and operations roles prior to CEO |
| Southern California Risk Management Associates | CEO | 2004–2006 (joined York via acquisition in 2006) | TPA leadership prior to integration into York |
| Eventide Capital | Co-founder & Managing Director | Prior to SCRMA | PE investing experience |
| DLA (global law firm) | Corporate securities lawyer | Prior to Eventide | Corporate law and governance expertise |
| NGOs in Washington, D.C. | Public policy roles | Prior to DLA | Policy exposure in regulated sectors |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Palomar Holdings, Inc. (public) | Director | 2019 | Property catastrophe insurer; sector expertise |
| Farmers and Merchants Bank of Long Beach | Director | May 2024 | Banking/financial services oversight |
| Stanford Graduate School of Business | Guest Lecturer | Recurring | Thought leadership/education |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; not a member of Corporate Governance & Nominating. All committee members are independent; Audit Committee members (including Taketa) are “financial experts.”
- Independence: Board determined Taketa is independent under Nasdaq and SEC rules; independent directors meet in regular executive sessions.
- Attendance and engagement: In 2024 the Board met 6 times; Audit 8; Compensation 3; Governance 3. Each director met at least 75% attendance except Chad Steelberg; all then-serving directors attended the 2024 annual meeting.
- Board structure: Classified board (three classes); Taketa is Class I with term ending 2027. The company does not currently have a lead independent director while the CEO serves as Chair.
- Compensation consultant: Compensia engaged by the Compensation Committee in 2024; independence assessed, no conflicts found.
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| 2024 Fees Earned (cash) – Taketa | $60,000 | Board and committee retainers per policy |
| 2024 RSU Awards (grant-date FV) – Taketa | $73,800 | RSUs granted June 13, 2024; see below for share count/vesting |
| 2024 Total – Taketa | $133,800 | Sum of cash + RSU grant-date value |
| Director Compensation Policy (2024) | Amount/Term | Notes |
|---|---|---|
| Board annual cash retainer | $30,000 | Paid quarterly in arrears |
| Committee member annual cash retainer | Audit $7,500; Compensation $5,000; Governance $2,500 | Paid quarterly in arrears |
| Committee chair annual cash retainer | Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $7,500 | Paid quarterly in arrears |
| Annual RSU grant (time-based) | Target $150,000 grant-date value | Vests on first anniversary; number of RSUs = $150,000 ÷ closing price or higher committee-set “floor” price |
| Change-in-control treatment | Full acceleration of outstanding director RSUs at closing | Subject to continued service through immediately prior to change in control |
| Non-executive Chair fee (if applicable) | $30,000 | Additional to Board retainer |
| Annual cap on director compensation | $750,000 (or $1,000,000 in first-year appointment) | Calculated on grant-date FV for equity; policy limit in equity plan |
Performance Compensation
| Equity Grant Terms (Director RSUs – 2024) | Detail | Vesting/Metrics |
|---|---|---|
| Grant date | June 13, 2024 | RSUs vest in full on June 13, 2025 (time-based) |
| Shares granted | 30,000 | Annual grant to then-serving non-employee directors |
| Grant-date fair value | $73,800 | ASC 718 methodology |
| Performance metrics | None for director RSUs | Time-based vesting; no director performance targets disclosed |
| Change-in-control | Vesting fully accelerates | As defined under the applicable equity plan |
| Clawback | Subject to company clawback policy | Adopted Nov 2023; compliant with Exchange Act §10D and Nasdaq Rule 5608 |
Other Directorships & Interlocks
| Company | Sector Relationship to VERI | Potential Interlocks/Conflicts |
|---|---|---|
| Palomar Holdings, Inc. | Insurance; potential customer overlap in AI/insurtech, none disclosed as related-party | No related-party transactions disclosed involving Taketa |
| Farmers and Merchants Bank of Long Beach | Banking; general financial services oversight | No related-party transactions disclosed involving Taketa |
Expertise & Qualifications
- Broad operating leadership in insurance services (York), corporate law/governance (DLA), M&A, and regulated markets; private equity investing experience (Eventide, Taketa Capital).
- Board-designated “audit committee financial expert,” supporting financial oversight and risk management.
- Legal credentials (Stanford Law J.D.; CA Bar inactive) and recognition (EY Entrepreneur of the Year, NJ 2017); academic engagement (Stanford GSB lecturer).
Equity Ownership
| Holder | Beneficial Ownership (Mar 31, 2025) | % of Outstanding | Composition |
|---|---|---|---|
| Richard H. Taketa | 128,952 shares | <1% (out of 44,834,462 shares) | 70,264 direct; 50,000 in family trust; 8,688 options exercisable within 60 days |
| Equity Instruments (as of Dec 31, 2024, directors) | RSUs Outstanding | Options Outstanding |
|---|---|---|
| Richard H. Taketa | 30,000 | 8,688 |
- Hedging/pledging policy: Hedging and short sales are prohibited; pledging is prohibited unless non-margin collateral and demonstrable repayment capacity; company states none of the named persons have pledged shares.
- Stock ownership guidelines (adopted Mar 2023): Directors expected to own shares equal to 3× annual board retainer; first measurement in March 2028; must retain at least 50% of net vested shares until compliant.
Governance Assessment
- Strengths: Independent director; chairs the Compensation Committee and serves on Audit (financial expert), enhancing oversight of pay, risk, and financial reporting; regular executive sessions and annual board/committee evaluations support board effectiveness.
- Alignment: Time-based RSUs with vesting and stock ownership guidelines promote longer-term alignment; clawback policy in place.
- RED FLAG (company-level related-party): Significant consulting payments to Steel Holdings, LLC (affiliate of former CEO/director Chad Steelberg)—$1,450,000 paid in 2024; $2,636,805.08 total paid through March 31, 2025; Audit Committee reviewed/approved under related-person policy; performance bonuses removed in the 2024 amendment. This is a governance sensitivity that requires continued oversight by independent directors (including Audit/Compensation).
- Structural watchpoint: No lead independent director while CEO serves as Board Chair; independent directors meet in executive session, but absence of a lead independent can affect optics of oversight.
- Committee activity: M&A Committee dissolved in March 2025; refocus of committee structure could streamline governance.
Overall, Taketa’s committee leadership (Compensation Chair; Audit member/financial expert) and independence support investor confidence in oversight of executive pay and financial controls. The related-party consulting arrangement (not involving Taketa) remains the primary governance risk, mitigated in part by independent committee review and tighter terms; continued vigilance on independence and board leadership balance is advisable.