Ryan Steelberg
VeritoneAbout Ryan Steelberg
Ryan Steelberg is Veritone’s co-founder, Chief Executive Officer since January 1, 2023, Chairman since January 22, 2024, and a director since 2014; he previously served as President from 2017–2022 . He is 51 and holds a B.S. in Biology from UCLA; prior roles include President/CEO of Brand Affinity Technologies (BAT), Head of the Radio Division at Google, and co-founder/President of dMarc Broadcasting, which Google acquired in 2006 . Pay-versus-performance disclosure shows Veritone’s TSR value of an initial $100 investment was $24 in 2022, $8 in 2023, and $15 in 2024, while reported 2024 GAAP revenue was $96.2 million and non-GAAP net loss before bonuses was $30.7 million, resulting in 0% annual bonus payout for 2024 . Steelberg’s dual role as CEO and Chairman with no lead independent director is explicitly disclosed, and the Board affirms he is not independent under NASDAQ/SEC rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veritone, Inc. | President | 2017–2022 | Co-founder; transitioned to CEO, Chairman; Board continuity |
| Brand Affinity Technologies (BAT) | President & CEO; Director | 2007–2014 | BAT filed Chapter 11; case closed Dec 5, 2016 |
| Google Inc. | Head, Radio Division | 2006–2007 | Led radio business post dMarc acquisition |
| dMarc Broadcasting | Co-founder & President | 2002–2007 | Company acquired by Google in 2006 |
External Roles
| Category | Role/Entity | Status/Years | Notes |
|---|---|---|---|
| Public company directorships (current) | None cited in proxy biography | As of Apr 16, 2025 | Biography lists only Veritone roles; no other boards cited |
| Executive roles outside Veritone (historical) | See Past Roles | 2002–2014 | BAT, Google, dMarc |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary Rate | $525,000 (set in Jan 2023) | $525,000 entitlement; voluntarily reduced to $1 from May 2023 through Dec 31, 2024 | Compensation Committee increased base salary to $665,000 effective Jan 1, 2025 (approved Feb 10, 2025) |
| One-time Cash Bonus | $400,000 promotion bonus (Jan 2023) | $79,500 deal bonus (Veritone One divestiture, Nov 2024) | — |
| Other Compensation/Perquisites | $52,264 | $84,043 (healthcare plan reimbursement $14,043; $70,000 for use of personal rental property) | Separate healthcare plan is provided under employment agreement |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | GAAP Revenue | 50% | $145.1M | $96.2M | 0% | No annual bonus paid for 2024 |
| 2024 Annual Bonus | Non-GAAP net loss (pre-bonus) | 50% | $(14.9)M | $(30.7)M | 0% | No annual bonus paid for 2024 |
| 2023 PRSU Award | Revenue & net income, 3-year period; TSR modifier vs S&P Software & Services Select Industry Index | n/a | 0–200% of target shares | Not met (Apr 2024 determination) | 0% | Would convert to time-based on Change in Control; forfeited Apr 2024 |
| 2024 PRSU Award (200,000 shares) | 2024 revenue & non-GAAP net income (“2024 Milestones”) | n/a | 200,000 shares | Not achieved (Mar/Apr 2025 determination) | 0% | Forfeited |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,712,806 shares (12.7% of outstanding) as of Mar 31, 2025 |
| Breakdown | 480,065 shares held directly; 2,003,349 via RVH, LLC; 215,174 via RSS Living Trust; warrants for 21,550 shares via RSS Living Trust; 2,992,668 shares via options exercisable within 60 days |
| Stock Ownership Guidelines | CEO: 5x base salary; measurement by Mar 2028; hold 50% of net vested shares if below guideline |
| Hedging & Pledging Policies | Hedging strongly discouraged and requires pre-approval; pledging generally prohibited except for certain collateral loans with demonstrated capacity to repay |
| Pledging Status | To the Company’s knowledge, none of the listed officers/directors have pledged shares as security |
| Director Compensation for Board Service | CEO/Chair receives no additional compensation for Board service |
Equity Grant and Vesting Schedules (Outstanding at FY2024 year-end)
| Award Type | Grant Date | Quantity | Vesting/Expiration | Status/Value |
|---|---|---|---|---|
| Time-based RSU | 01/19/2023 | 158,025 | 3 equal annual tranches on Jan 1, 2024/2025/2026 | 105,350 unvested as of 12/31/2024; $345,548 market value at $3.28 |
| Time-based RSU | 04/08/2024 | 200,000 | 3 equal tranches on Jan 1, 2025/2026/2027 | $656,000 market value at $3.28 |
| Salary replacement RSU | 04/08/2024 | 47,076 and 122,399 | Monthly vesting over 12 months starting Jan 1, 2024 | Intended to replace foregone cash salary |
| Performance RSU | 04/08/2024 | 200,000 target | Based on 2024 revenue & non-GAAP net income milestones | Forfeited (milestones not achieved) |
| Stock Options (Performance-based) | 08/27/2020 | 1,357,425 at $11.97 | Price hurdles $17.50/$22.50/$27.50 achieved Jan/Feb 2021; options fully vested; expire 08/27/2030 | |
| Stock Options | 05/11/2017 | 522,409 and 1,044,819 at $15.00 | Expire 05/11/2027 | |
| Stock Options | 03/15/2018 | 68,015 at $15.14 | Expire 03/15/2028 |
Note: Market values are based on NASDAQ closing price $3.28 on Dec 31, 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Effective Jan 1, 2023; at-will; superseded 2020 agreement |
| Target Bonus | Not less than 100% of base salary; discretionary based on Committee-set goals |
| Benefits | Separate healthcare policy for Steelberg and family; legal fee reimbursement up to $15,000; other employee plan benefits |
| Severance (no Change in Control) | 1.5x base salary + target bonus (pro rata) paid over 12 months; 12 months healthcare premiums; full acceleration of unvested time-based equity; extended option exercise to max term; subject to release |
| Severance (within 3 months before/12 months after Change in Control) | Lump sum 1.5x base salary + target bonus (pro rata), lump sum one year healthcare premiums, full acceleration of time-based equity; extended option exercise; subject to release; certain PRSUs convert to time-based on Change in Control (then vest or accelerate) |
Board Governance
- Board committees: Audit (Kurtz Chair), Compensation (Taketa Chair), Corporate Governance & Nominating (Keithley Chair); Steelberg does not serve on any committees .
- Independence: Majority independent; Steelberg is not independent; independent directors meet in executive session regularly .
- Leadership structure: CEO and Chairman combined; no lead independent director .
- Meetings: In 2024, Board held 6, Audit 8, Compensation 3, Corporate Governance 3; ≥75% attendance for directors, except Chad Steelberg attended 4 Board meetings .
- Director fees: Non-employee directors receive $30,000 Board retainer; committee membership/chair retainers; annual RSU grants of $150,000; CEO/Chair receives no extra Board pay .
Compensation Structure Analysis
- Shift to equity-heavy mix and salary reduction: Steelberg reduced cash salary to $1 from May 2023 through Feb 2025, replaced with RSUs vesting monthly in 2024 (47,076 and 122,399 shares) .
- Performance orientation but missed targets: 2023 PRSUs and 2024 PRSUs forfeited after the Compensation Committee determined revenue/non-GAAP net income goals were not met, and TSR modifiers applied to 2023 PRSUs would have adjusted payouts if performance achieved .
- 2024 cash incentive: 0% payout due to underperformance versus GAAP revenue and non-GAAP net income targets; one-time deal bonus paid for Veritone One divestiture .
- Use of independent consultant: Compensia engaged, assessed independent; focus on pay-for-performance and market alignment .
Related Party Transactions and Perquisites
- Perquisites: Reimbursement for separate healthcare plan and payment for Company use of Steelberg’s personal rental property ($70,000 in 2024) .
- Hedging/pledging: Hedging requires pre-approval; pledging generally prohibited with limited exceptions .
- No pledged shares reported for officers/directors in beneficial ownership table .
Equity Compensation Plan Context
- Equity plans outstanding: options and RSUs across shareholder-approved and inducement plans; automatic acceleration if awards are not assumed in certain corporate transactions; performance awards deemed at target upon certain changes in control per 2023 Plan .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay proposal included in 2025 proxy; majority of votes cast required for approval .
Investment Implications
- Alignment vs. performance risk: High inside ownership (12.7%) and long option exposure support alignment, but missed 2023/2024 performance vesting underscores execution risk and could depress incentive realization near term .
- Governance considerations: Combined CEO/Chair with no lead independent director increases key-person and oversight risk; however, all committees are independent and meet in executive session .
- Near-term stock supply dynamics: RSU tranches vest on Jan 1, 2026 and Jan 1, 2027 (200,000 shares total time-based award), which can create periodic liquidity events; 2017/2018 option expirations in 2027–2028/2030 extend exercise windows .
- Pay-for-performance framework intact: Committee-driven goal setting and forfeitures indicate discipline; 2025 reset of base salary to $665,000 suggests stabilization and market realignment after 2024 underperformance .
Appendices
Summary Compensation (Steelberg)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $524,997 | $425,840 | $1,872,066 | — | $52,264 | $2,875,167 |
| 2024 | $525,000 (includes RSU salary replacement accounting) | $79,500 | $3,116,122 | — | $84,043 | $3,804,665 |
Beneficial Ownership (Steelberg)
| Holder | Shares | Notes |
|---|---|---|
| Ryan Steelberg | 5,712,806 (12.7%) | Includes 480,065 direct; 2,003,349 via RVH, LLC; 215,174 via RSS Living Trust; warrants 21,550 via RSS Living Trust; 2,992,668 options exercisable within 60 days |
Board Committee Memberships (current as of proxy)
| Director | Audit | Compensation | Corporate Governance & Nominating |
|---|---|---|---|
| Knute P. Kurtz | Chair | — | Member |
| Michael Keithley | — | Member; Chair CG&N | Chair |
| Francisco Morales | — | — | Member |
| Richard H. Taketa | Member; Chair Compensation | Chair | — |
| Michael Zilis | Member | Member | — |
| Ryan Steelberg | — | — | — (CEO/Chair; not on committees) |
Key Employment Agreement & Severance Terms
| Category | Detail |
|---|---|
| Target annual bonus | ≥100% of base; discretionary; Committee-set goals |
| Severance (no CIC) | 1.5x base + target bonus; 12 months health premiums; time-based equity acceleration; option exercise extended; release required |
| Severance (CIC window) | Lump sum 1.5x base + target bonus; one year health premiums; time-based equity acceleration; option exercise extended; certain PRSUs convert to time-based on CIC |
Pay Versus Performance (Company-level context)
| Year | TSR ($ value of $100) | Net Income ($) |
|---|---|---|
| 2022 | $24 | $(25,557,000) |
| 2023 | $8 | $(58,625,000) |
| 2024 | $15 | $(37,384,000) |
2024 Annual Bonus Targets vs Actuals (Steelberg)
| Metric | Target | Maximum | Actual | Payout |
|---|---|---|---|---|
| GAAP Revenue | $145.1M | $151.7M (200% payout threshold) | $96.2M | 0% |
| Non-GAAP Net Income/Loss (pre-bonus) | $(14.9)M loss | $5.59M income (200% payout threshold) | $(30.7)M loss | 0% |
Investment Implications
- Compensation alignment: High equity exposure, strict forfeiture of PRSUs, and reinstated market-level base salary in 2025 suggest renewed focus on execution and retention after 2024 underperformance .
- Governance oversight: Independent committees and executive sessions counterbalance CEO/Chair concentration, but the lack of a lead independent director remains a structural consideration for investors assessing oversight rigor .
- Trading signals: Time-based RSU tranches vesting in early January across 2025–2027 and long-dated, fully-vested options provide potential periodic supply; monitor Form 4s for selling cadence once vesting occurs .