Veritone Inc

This proposal requests a non-binding advisory 'say-on-pay' vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee argue that the pay program is designed to attract and retain executive talent, reward strong financial and operating performance, and align management incentives with long-term stockholder value through a mix of base salary, cash incentives tied to financial and strategic metrics, and equity awards with time- and performance-based vesting. The Compensation Committee emphasizes pay-for-performance principles, using GAAP revenue and non-GAAP net loss targets for annual bonuses and multi-year performance metrics (including relative TSR metrics) for equity awards. The board recommends approval to validate the committee’s compensation philosophy and to give the committee latitude to continue tying incentive pay to strategic goals. From a governance perspective the vote is advisory; while not binding, the Compensation Committee will consider the outcome in future compensation determinations. Key contextual factors include the company’s recent financial performance (notably non-GAAP net loss and going concern disclosures), forfeiture of certain 2025 performance PSUs due to missed milestones, and the board’s emphasis on executive equity ownership and clawback policies. An investor evaluating the proposal should weigh the alignment of incentives (performance-based RSUs, TSR metric) against the company’s operating results, historical forfeitures, potential dilution from equity programs, and whether compensation practices adequately address risk-taking and retention given the company’s capital needs and strategic objectives.

This proposal asks stockholders to approve an amendment to the Certificate of Incorporation to increase the authorized common shares by 75 million shares (from 150 million to 225 million). Management frames the request as a practical measure to provide the company with the flexibility to raise capital, issue equity for strategic transactions, and grant equity incentives without the delay or uncertainty of seeking further shareholder approvals. The board highlights the company’s constrained available authorized-but-unissued shares (approximately 37.3 million available as of March 31, 2026) and points to going-concern concerns and potential near-term financing needs as reasons to maintain ready capacity to issue shares for financings. From a governance and shareholder-impact perspective, approval will dilute potential future EPS and voting power when shares are issued, and the amendment could be used defensively (e.g., to issue shares to friendly parties in the event of a control contest), which the filing discloses as a possible outcome. Institutional investors typically weigh the necessity and size of the increase against dilution expectations, the company’s capital plan, and whether management has other non-dilutive alternatives. The board’s recommendation for approval rests on the belief that issuing shares is essential to preserve operational flexibility during a liquidity-constrained period; an investor should analyze expected uses of newly authorized shares, timing of any planned issuances, and governance safeguards to mitigate potential anti-takeover concerns. Ultimately, a vote FOR supports management’s ability to act quickly to address financing and strategic needs, while a vote AGAINST signals concern about dilution or potential misuse of an expanded authorized share pool.

This management proposal seeks shareholder approval to increase the Company’s 2023 equity plan reserve by 3,000,000 shares via a second amendment and restatement of the 2023 Plan. Management argues that additional share capacity is required to continue making equity awards—an important retention and recruitment tool in competitive AI/SaaS markets—and that without the additional reserve the Company would be constrained in granting new awards. The filing emphasizes governance protections: no evergreen provision, limits on non-employee director compensation, anti-repricing language without shareholder approval, clawback and ownership guidelines, and administration by an independent committee. Key company-specific context includes an existing overhang driven by a large number of historically granted out-of-the-money options and a burn rate that declined materially from 2023 to 2025; the company also has a material need to use equity for retention and strategic hires. Investors should evaluate dilution impact (overhang, current outstanding options and full-value awards), historical burn rate and hiring plans, and the interplay with the separate Inducement Grant Plan (which is limited to new hires). The proposal is conditional for certain grants (e.g., the CEO Strategic Awards) meaning the plan approval is a gating item for large, CEO-specific awards. While the board recommends FOR to preserve compensation flexibility, stockholders should balance the expected talent and retention benefits against potential dilution and consider asking for disclosure on projected share usage and grant practices if concerned.

This proposal seeks shareholder approval for two strategic RSU awards for CEO Ryan Steelberg: a 925,000-share time-based RSU (one-third vesting each year over three years, subject to continued service) and a 925,000-share performance RSU tied to aggressive VWAP milestones measured over three sequential one-year Performance Years (150%, 300% and 450% over the Base Price, with a 90‑day VWAP test and a catch-up vesting mechanism). The awards were approved by the Compensation Committee and disinterested directors contingent upon shareholder approval of both this grant and the Second Amended 2023 Plan, making plan approval a gating item. Management frames the awards as retention and performance alignment tools designed to incentivize the CEO to drive transformative growth amid challenging market conditions; the Compensation Committee engaged an independent consultant in the design process. From a governance and investor perspective, the awards are large in absolute terms (1,850,000 shares total, roughly 2% of outstanding shares as-of the referenced date) and will meaningfully increase dilution if fully earned; however, the performance award uses demanding market-price-based hurdles (VWAP multipliers) intended to ensure stockholder value creation before vesting. The awards include standard change-in-control and forfeiture language and are subject to clawback and ownership requirements, but they also require continued service for vesting and include catch-up mechanics that could allow later achievement to accelerate prior unvested tranches. Institutional investors will evaluate whether the hurdle thresholds are sufficiently demanding relative to the company’s current market price, whether the time-based portion is appropriate for retention, the potential dilutive impact in the context of existing overhang and the company’s capital needs, and whether the awards are conditioned on robust performance metrics instead of solely on time. The board’s recommendation to approve rests on its view that these awards are necessary to retain the CEO and align incentives, while critics may argue the grant size and potential dilution warrant caution and may seek additional disclosure about projected share usage and the expected impact on outstanding equity. Overall, the awards are structured to align long-term CEO incentives with significant stock price appreciation, but shareholders should weigh the magnitude and dilution risk against the rigor of the performance hurdles and the company’s capital constraints.