🧾 What This Document Is

This is Verra Mobility's Definitive Proxy Statement (DEF 14A). It's a formal document sent to shareholders ahead of the company's Annual Meeting. Its purpose is to provide all the information needed to vote on key company decisions.

👉 In simple terms: It's the "voting guide" for the company's annual shareholder meeting. You'll find out what's being voted on, who is running the board, and how much the top bosses get paid.

📅 The Annual Meeting Details

When: Tuesday, May 19, 2026, at 9:00 a.m. Pacific Time.
Where: Completely virtual at www.virtualshareholdermeeting.com/VRRM2026.
Record Date: March 24, 2026. Only shareholders who owned stock by this date can vote.
Items to Vote On: Shareholders will vote on four main proposals.

🗳️ The Four Proposals (What You're Voting On)

Here’s what’s on the ballot, along with the Board’s recommendation:

Elect Directors: Vote to elect three directors (Patrick J. Byrne, David M. Roberts, John H. Rexford) to serve until 2029. 👉 Board says: FOR all three.
Approve Executive Pay (Say-on-Pay): An advisory, non-binding vote to approve the compensation of the top executives. 👉 Board says: FOR.
Set Future Say-on-Pay Frequency: Decide how often you want to vote on executive pay in the future (every 1, 2, or 3 years). 👉 Board recommends voting for every 1 YEAR.
Ratify the Auditor: Approve the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026. 👉 Board says: FOR.

👥 Who's Running the Show? (Director Nominees)

The board is divided into classes. This year, you're voting on the Class II nominees. Here’s a quick look at their expertise:

Patrick J. Byrne (Chairman): Deep tech and operational experience from leadership roles at GE and other industrial giants.
David M. Roberts (CEO): The company's leader since 2018, with a background in payments and financial services.
John H. Rexford (Audit Chair): Brings 37+ years of finance experience, including as a former CFO.

👉 Why it matters: The board's "Skills Matrix" shows they are built for Verra Mobility's business, with strengths in finance, operations, technology, and government/regulatory affairs—all crucial for a company operating in traffic and parking solutions.

💰 How the Board Gets Paid

Non-employee directors are compensated with cash and stock for their service. For 2025:

Cash Retainer: $75,000 base fee. Committee chairs earn extra ($90k for Board Chair, $25k for Audit Chair).
Equity Award: An annual grant of Restricted Stock Units (RSUs) worth about $195,000.
CEO Pay: David M. Roberts is not paid separately for being a director; his compensation is in the "Executive Compensation" section.

⚖️ Governance & Policies

The company outlines its governance framework:

Leadership Structure: The CEO and Board Chairman roles are separated. David Roberts is CEO, and Patrick Byrne is the independent Chairman.
Committees: The Board has three key committees—Audit, Compensation, and Nominating & Governance—each with specific duties and independent members.
Risk Oversight: The Board oversees major risks, including cybersecurity. The Audit Committee specifically reviews cybersecurity threats.
Insider Trading Policy: There's a strict policy that prohibits executives and directors from hedging or pledging company stock.

💼 The Executive Team (Named Officers)

The "Named Executive Officers" for compensation purposes are:

David M. Roberts (President & CEO)
Craig C. Conti (CFO)
Stacey Moser (EVP, Commercial Services)
Jonathan Baldwin (EVP, Government Solutions)
Jonathan Keyser (EVP, Chief Legal Officer)
Steve Lalla (Former EVP, Commercial Services - departed July 2025)

💸 Executive Compensation Philosophy

The Compensation Committee's goal is to align pay with long-term shareholder success. Their philosophy emphasizes:

Pay for Performance: A significant portion of pay is "at-risk" and tied to financial and operational goals.
Align with Stockholders: Using equity awards ensures executives think like owners.
Drive Sustainable Growth: Rewards decisions that create lasting value.
Competitive Talent: Aims to attract and retain top leaders.

📊 2025 Performance Highlights

The proxy links executive pay to company performance. Key 2025 results:

Revenue: $979.1 million, up 11.4% from 2024.
Net Income: $136.6 million ($0.85 per share).
Adjusted EBITDA: $415.9 million, up from $401.6 million in 2024.

👉 Why it matters: These financial results are the backdrop against which the "say-on-pay" vote is made. Strong performance supports the compensation committee's decisions.

🔍 Audit & Accounting

Auditor: Deloitte & Touche LLP has been the independent auditor since September 2023.
2025 Fees: Total fees to Deloitte were $5.0 million (down from $5.9 million in 2024). The vast majority ($4.97 million) was for standard audit services.
Approval: The Audit Committee pre-approves all services to ensure auditor independence.

🧠 The Analogy

Think of this proxy statement as the annual report card and report for a school's parent-teacher association. The "parents" (shareholders) are being asked to approve the "teachers" (directors), review the "principal's" (CEO's) performance and pay plan, and ratify the choice of the "external auditor" (Deloitte) who checks the school's books. The document explains what the school did this year and how it plans to run things going forward.

🧩 Final Takeaway

This proxy is a request for shareholder approval on Verra Mobility's leadership and pay structure. The board is up for election, executive compensation is tied to strong 2025 financial growth, and standard governance practices are in place. The core ask is to re-elect the incumbent directors and approve the compensation plan, which the board believes properly aligns executive incentives with shareholder interests.

VERRA MOBILITY Corp — DEF 14A Filing