VRRM DEF 14A Report ended May 20, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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VERRA MOBILITY CORPORATION

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VERRA MOBILITY TM 2024 PROXY STATEMENT

We believe our actions have the ability to move the world. We exist to create smart mobility solutions that enable the works to move safely and easily.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 2025 at 9:00 a.m. Pacific Time

Dear Stockholder:

On behalf of the board of directors (our “ Board ”) of Verra Mobility Corporation (the “ Company ” or “ Verra Mobility ”), it is our pleasure to invite you to attend the 2025 annual meeting of stockholders (the “ Annual Meeting ”) on Tuesday, May 20, 2025 at 9:00 a.m. Pacific Time. The Annual Meeting will be completely virtual, and held for the following purposes, as more fully described in the accompanying proxy statement:

Stockholders will also transact any other business that may properly come before the Annual Meeting.

You will be able to attend the Annual Meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/VRRM2025 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “ Notice ”), on your proxy card or in the instructions that accompanied your proxy materials.

We expect to mail the Notice on or about April 8, 2025, and it will contain instructions on how to access our proxy statement and annual report. The Notice will also provide instructions on how to vote via the Internet or by telephone and receive a paper copy of our proxy materials by mail.

The record date for the Annual Meeting is March 25, 2025 (the “ Record Date ”). Only holders of our Class A Common Stock at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the Annual Meeting if you attend via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank or other agent. We look forward to your participation.

TABLE OF CONTENTS

The Verra Mobility Corporation 2025 annual meeting of stockholders (the “ Annual Meeting ”) will take place on Tuesday, May 20, 2025 at 9:00 a.m. Pacific Time and will be completely virtual. You are invited to attend if you are a holder of our Class A Common Stock (our “ Class A Common Stock ”) as of the close of business on March 25, 2025, the record date for the Annual Meeting (the “ Record Date ”), or hold a valid proxy. If you are a holder of our Class A Common Stock as of the Record Date, you are requested to vote on the proposals described in this Proxy Statement (this “ Proxy Statement ”).

You should read this entire Proxy Statement carefully before casting your vote. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website addressed in this Proxy Statement are inactive textual references only. The use of the terms “Verra Mobility,” “we,” “us,” “our,” or “Company,” in this Proxy Statement refers to Verra Mobility Corporation and, where appropriate, its subsidiaries.

Forward-Looking Statements

The discussion in this Proxy Statement contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include, but are not limited to, statements concerning our future operating results and financial position, growth opportunities and trends in the markets in which we operate, and management’s plans and objectives. The words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “project,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on them. Actual events or results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission (the “ SEC ” ) from time to time. All information provided in this Proxy Statement is as of the date of this Proxy Statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Proxy Statement, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

VERRA MOBILITY HIGHLIGHTS

Verra Mobility delivers technology solutions and services to help make transportation safer, smarter, and more connected. As a global leader in smart mobility solutions operating on three continents, we sit at the center of the smart mobility ecosystem—bringing together vehicles, devices, information, and people to help our customers and their constituents solve complex transportation challenges.

BUSINESS SEGMENTS

CORPORATE RESPONSIBILITY

Our corporate responsibility framework rests on four core pillars:

Board of Directors and Corporate Governance

Corporate Governance

We believe that sound corporate governance helps ensure that Verra Mobility is managed for the short- and long-term benefit of our stockholders. Our corporate governance guidelines (our “ Corporate Governance Guidelines ”) provide a foundation for Verra Mobility’s governance as a whole and describe the principles and practices that our board of directors (our “ Board ”) follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

Our Corporate Governance Guidelines are reviewed by our nominating and corporate governance committee from time to time to ensure that they effectively promote the best interests of both Verra Mobility and our stockholders and that they comply with applicable laws, regulations and Nasdaq Capital Market (" Nasdaq ") requirements.

Code of Business Ethics and Conduct

Our Code of Business Ethics and Conduct (our “ Code of Ethics ”) is applicable to all of our directors, officers (including our principal executive officer (“ PEO ”), principal financial officer and principal accounting officer) and employees. Our Code of Ethics is available on our investor relations website in the “Governance Highlights” section. We will post amendments to our Code of Ethics or any waivers of our Code of Ethics for our directors and executive officers on the same website.

Director Independence

Our Class A Common Stock is listed on Nasdaq. Under Nasdaq listing standards, a majority of our Board must be comprised of independent directors. In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and, in the case of compensation committee and audit committee members, also meet heightened independence standards as set forth in the Nasdaq listing standards and, with respect to audit committee members, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

Each year, our Board reviews its composition, the composition of its committees and the independence of each director. As a result of this review, our Board has determined that other than Mr. Roberts, all of our directors are “independent” in accordance with the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Mr. Roberts is not independent given his position as our President and Chief Executive Officer. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq listing standards.

In making this independence determination, our Board broadly considered all relevant facts and circumstances, including information provided by the directors with regard to each director’s business and personal activities as they may relate to us and our management. There are no family relationships among any of the directors or executive officers.

Board of Directors Leadership

In accordance with our Corporate Governance Guidelines, we currently separate the roles of Chief Executive Officer and Chairman of the Board. These positions are currently held by David Roberts, as our President and Chief Executive Officer, and Patrick J. Byrne, as Chairman of the Board. We believe this leadership structure is appropriate for us due to the differences between the two roles. Our President and Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chairman provides guidance to our President and Chief Executive Officer, chairs meetings of our Board, sets the agendas for meetings of our Board and provides information to the members of our Board in advance of such meetings. As a result of this leadership structure, our President and Chief Executive Officer is able to focus on developing and implementing our business strategies and objectives, and our Chairman is able to provide independent oversight and serve as an independent liaison between our management and the members of our Board. Due to his extensive executive leadership experience, we believe Mr. Byrne is well-suited to serve in his role as Chairman.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq rules, our Corporate Governance Guidelines provide that the non-employee directors will meet in executive sessions without management directors or company management on a periodic basis but no less than once a year. The presiding director at executive sessions is the Chairman of the Board, or another non-employee director otherwise designated by the non-employee directors.

Communications with our Board of Directors

Stockholders or interested parties who wish to communicate with our Board or with an individual director may do so by mail to our Board or the individual director, c/o Chief Legal Officer at 1150 North Alma School Road, Mesa, Arizona 85201. The communication should indicate that it contains a stockholder or interested party communication. In accordance with our Corporate Governance Guidelines, all such communications will be reviewed by our Chief Legal Officer, in consultation with appropriate directors as necessary, and, if appropriate, will be forwarded to the director or directors to whom the communications are addressed or, if none are specified, to the Chairman of the Board.

INSIDER TRADING POLICY AND Anti-Hedging and Anti-Pledging POLICY

We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards, a copy of which is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. The insider trading policy includes restrictions and limitations on the ability of our directors, officers and certain other employees to engage in transactions involving the hedging and pledging of our Class A Common Stock. Under the policy, hedging or monetization transactions, such as zero-cost collars and forward-sale contracts, which allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, and thus to continue to own our Class A Common Stock without the full risks and rewards of ownership, are prohibited. In addition, the policy addresses the practices of holding our Class A Common Stock in a margin account, under which the securities may be sold by the broker without the customer’s consent if the customer fails to meet a margin call, and of pledging our Class A Common Stock as collateral for a loan, in which event the securities may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in our securities, our directors, officers and certain other employees are prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan.

Non-Employee Director Compensation Policy

Our Board adopted a Non-Employee Director Compensation Policy in February 2022 that establishes the compensation we pay to our non-employee directors, including cash compensation and equity awards under the Verra Mobility Amended and Restated 2018 Equity Incentive Plan. In December 2024, our Board updated the compensation amounts in the Non-Employee Director Compensation Policy for fiscal year 2025. Please refer to page 15 for additional information about compensation paid to our non-employee directors.

Committees of our Board of Directors

Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, which have the composition and responsibilities described below. Our Board may establish other committees to facilitate the management of our business. Copies of the charters of our audit, compensation and nominating and corporate governance committees are available in the “Governance Highlights” section of our investor relations website. Non-employee members of our Board serve on these committees until their resignation or until otherwise determined by our Board.

Audit Committee

Our audit committee consists of John Rexford, Patrick J. Byrne and Cynthia Russo. The chairman of our audit committee is Mr. Rexford. Our Board has determined that all members of our audit committee are independent under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements and are “audit committee financial experts” within the meaning of SEC regulations. In arriving at these determinations, our Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of our audit committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

Compensation Committee

Our compensation committee consists of Douglas Davis, Raj Ratnakar and Cynthia Russo. The chairman of our compensation committee is Mr. Davis. Our Board has determined that all members of our compensation committee are independent under Nasdaq listing standards and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. Our compensation committee may form subcommittees of at least two members for any purpose that the committee deems appropriate and may delegate to such subcommittees such power and authority as the committee deems appropriate except such power or authority that is required by any law, regulation or listing standard to be exercised by our compensation committee as a whole.

The purpose of our compensation committee is to discharge the responsibilities of our Board to oversee our compensation and employee benefit plans and practices. Specific responsibilities of our compensation committee include:

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of Verra Mobility. None of our executive officers currently serves, or during fiscal year 2024 has served, as a member of our compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of any entity that has one or more executive officers serving on our compensation committee or our Board.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Michael Huerta, Douglas Davis and John Rexford. The chairman of our nominating and corporate governance committee is Mr. Huerta. Our Board has determined that each member of our nominating and corporate governance committee is independent within the meaning of the applicable Nasdaq listing standards, is a non-employee director and is free from any relationship that would interfere with the exercise of his independent judgment.

The purpose of our nominating and corporate governance committee includes identifying and recommending to our Board the director nominees for the next annual meeting of stockholders and developing and recommending our Corporate Governance Guidelines and policies to our Board. Specific responsibilities of our nominating and corporate governance committee include:

Board of Directors and Committee Meetings and Attendance

Our Board is responsible for the oversight of our management and our strategy and for establishing corporate policies. Our Board and its committees meet throughout the year on a regular schedule. They also hold special meetings and act by written consent from time to time.

Our Board met seven times and acted by written consent three times during our last fiscal year. Our audit committee met four times and acted by written consent once during our last fiscal year. Our compensation committee met five times and acted by written consent nine times during our last fiscal year. Our nominating and corporate governance committee met three times during our last fiscal year. During our last fiscal year, each incumbent director attended 100% of the meetings of our Board and of the committees on which he or she served.

We encourage our directors and nominees for director to attend our annual meetings of stockholders. In 2024, all of our directors attended our annual meeting of stockholders.

Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance, and enhance stockholder value. A fundamental aspect of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage

those risks but also understanding what level of risk is appropriate for a given company. Our Board, as a whole, determines the appropriate level of risk for us, assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board administers this risk management oversight function, the committees of our Board support our Board in discharging its oversight duties and addressing risks inherent in their respective areas.

Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also oversees our approach to risk management including the risks arising from data and cybersecurity threats. Our audit committee regularly receives (i) presentations and reports on cybersecurity risks, as well as (ii) prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, and ongoing updates regarding any such incident until it has been addressed. Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines. Our compensation committee assesses and monitors whether our compensation philosophy and practices have the potential to encourage excessive risk taking and evaluates compensation policies and practices that could mitigate such risks.

At periodic meetings of our Board and its committees, management reports to and seeks guidance from our Board and its committees with respect to the most significant risks that could affect our business, such as legal risks and financial, tax- and audit-related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and practices.

Nominations Process and Director Qualifications

Nomination to our Board of Directors

Candidates for nomination to our Board are selected by our Board based on the recommendation of our nominating and corporate governance committee in accordance with the committee’s charter, our policies, our certificate of incorporation and bylaws, our Corporate Governance Guidelines, and the criteria adopted by our Board regarding director candidate qualifications. In recommending candidates for nomination, our nominating and corporate governance committee considers candidates recommended by directors, officers and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and bylaws, using the same criteria to evaluate all such candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, our nominating and corporate governance committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth above under “ Questions and Answers About these Proxy Materials, Voting and the Annual Meeting .”

Director Qualifications

Our Board and nominating and corporate governance committee believe that an experienced and highly qualified Board fosters a robust, comprehensive and balanced decision-making process for the continued, effective functioning of our Board and our success. Our nominating and corporate governance committee is responsible for developing and recommending to our Board director nominees with desired qualifications, expertise and characteristics with the objective of developing an experienced and highly qualified Board.

In addition to the qualifications, qualities and skills that are necessary to meet United States legal, regulatory and Nasdaq listing requirements and the provisions of our certificate of incorporation, bylaws, Corporate Governance Guidelines and the charters of our Board committees, our nominating and corporate governance committee considers the following qualifications for membership on our Board: (i) experience in corporate governance, such as an officer or former officer of a publicly held company, (ii) experience in,

and familiarity with, our business and industry, (iii) experience as a board member of another publicly held company, (iv) personal and professional character, integrity, ethics and values, (v) practical and mature business judgment, including the ability to make independent analytical inquiries, (vi) academic expertise in an area of our operations and (vii) background in financial and accounting matters. Our nominating and corporate governance committee also seeks to promote diverse perspectives on the Board, factoring in professional background, education, skill, and experience, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience. Our nominating and corporate governance committee evaluates the foregoing factors, among others, and does not assign any particular weighting or priority to any of the factors.

Propos al 1: Election of Class I Directors

Our Board has nominated Douglas Davis and Cynthia Russo to serve, and each has agreed to stand for election at the Annual Meeting, each as a Class I director to serve until the 2028 annual meeting of stockholders and until their successors have been duly elected, or if sooner, until their death, resignation or removal.

Our Board consists of seven members. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are currently divided into the three classes as follows:

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Vote Required

Our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote on the election of directors. Accordingly, the two Class I director nominees receiving the highest number of affirmative votes will be elected at the Annual Meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any such nominee becomes unavailable for election, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board.

Nominees

Our nominating and corporate governance committee seeks to assemble a Board that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its qualifications and experience in various areas. To that end, the committee has identified and evaluated nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, diverse perspectives and other qualities deemed critical to effective functioning of our Board.

Director Skills and Qualifications

The following skills and experience matrix represents our directors’ skills and those qualifications we deem necessary to implement our current strategy. The skills in our matrix will be evaluated year over year against our strategy and goals so that the matrix can serve as an up-to-date tool for identifying director nominees who collectively have the experience, qualifications, skills and attributes to guide our Company. The skills matrix is not an exhaustive list of our directors' contributions to the Board, and represents a summary of technical expertise, managerial expertise and/or working knowledge in the categories listed. We provide information in the following pages about each director, including certain experiences that led the Board to conclude that they should serve as directors of our Company.

BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The following table sets forth, for the Class I director nominees and our other directors who will continue in office after the Annual Meeting, their ages and positions held on our Board as of the date of this Proxy Statement:

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend him or her for board service.

Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2028

Doug Davis has served as a member of our Board since our annual meeting of stockholders in 2019. Mr. Davis currently serves as a director of Oshkosh Corporation (NYSE: OSK), where he serves on the audit committee and the compensation committee, and of Cerence Corporation (NASDAQ: CRNC), where he serves on the audit committee and compensation committee. Mr. Davis previously held various positions of increasing responsibility at Intel Corporation (NASDAQ: INTC) from 1984 to 2019, most recently as Senior Vice President of the Automated Driving Group and Senior Vice President and General Manager of the Internet of Things Group. Mr. Davis holds a Bachelor’s degree in electrical engineering from New Mexico State University and an MBA from W.P. Carey Graduate School of Business at Arizona State University. Mr. Davis’ significant technological expertise and operational experience make him well-qualified to serve as a member of our Board.

Cynthia Russo has served as a member of our Board since our annual meeting of stockholders in 2019. Ms. Russo currently serves as director of PAR Technology Corporation (NYSE: PAR), a leader in restaurant technology, and Verifone, Inc., a global leading connected commerce platform. Ms. Russo also serves as the audit committee chair and a member of the compensation committee for PAR. She previously served as PAR’s lead director. In addition, she is the chair of the audit committee for Verifone, Inc. Ms. Russo currently serves as CFO Operating Partner for K1 Investment Management at two of their portfolio companies, SimPRO Holdings, Inc., a global SaaS business providing field service management solutions, since November 2023, and Panopto, Inc., a global AI video learning platform for education institutions and enterprises, since December 2024. She previously served as a CFO Operating Partner for Canvas Solutions, Inc. (GoCanvas), a global SaaS provider of field operations and inspections solutions, until it was sold in June 2024. She also served as a director and as the chair of the audit committee and a member of the compensation committee for UserTesting, Inc. (NYSE: USER) from February 2021 until January 2023, when UserTesting was acquired and taken private. Ms. Russo served as consulting Chief Financial Officer for Optoro, Inc., an end-to-end reverse logistics technology solution for all stages of retail returns lifecycle from March 2021 to September 2022. Ms. Russo previously served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NASDAQ: CVT), a cloud-based meetings, events and hospitality technology platform, from September 2015 to September 2018. Prior to that, Ms. Russo served in a variety of senior financial roles of increasing responsibility at MICROS Systems, Inc. (NASDAQ: MCRS), including as Executive Vice President, Chief Financial Officer from April 2010 until MICROS Systems’ acquisition by Oracle in September 2014. Ms. Russo holds a Bachelor’s degree in business administration from James Madison University and is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo’s significant financial accounting expertise, executive leadership, operational and risk management experience make her well-qualified to serve as a member of our Board.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES NAMED ABOVE TO ELECT THEM TO OUR BOARD.

Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

Patrick J. Byrne has served as a member of our Board since November 2020 and Chairman of the Board since 2022. Mr. Byrne most recently served as Senior Vice President of Operational Transformation at General Electric Company (NYSE: GE), from 2020 to March 2024. He previously served as the Chief Executive Officer of GE Renewable Energy’s Onshore Wind business from 2020 to 2024, leading the innovation, manufacturing, installation, and servicing of an installed base of more than 50,000 onshore wind turbines, and as Chief Executive Officer of GE Digital from 2019 to 2022, where he led the company’s software business focused on digital transformation in grid operations, power generation, oil and gas, manufacturing, and aviation markets. Before joining GE in 2019, Mr. Byrne served as the Senior Vice President of Fortive’s (NYSE: FTV) Product Realization business from 2016 to 2019, President of Tektornix,

a leading worldwide provider of measurement solutions, from 2014 to 2019, and Chief Technology Officer for Danaher’s (NYSE: DHR) test and measurement businesses. Mr. Byrne also serves as chairman of the board of directors for Diebold Nixdorf (NYSE: DBD). Mr. Byrne served as an independent director of Micron Technology, Inc. (NASDAQ: MU) from 2011 to 2020, including as a member of Micron’s audit, nominating and governance, and compensation committees. Mr. Byrne holds a Bachelor of Science degree in electrical engineering from the University of California, Berkeley and a Master of Science in electrical engineering from Stanford University. Mr. Byrne's significant technological and operational experience makes him well-qualified to serve as a member of our Board.

John Rexford has served as a member of our Board since October 2018. Mr. Rexford is the Managing Director of Ramona Park Consulting LLC, which he founded in 2016. Mr. Rexford has over 36 years of finance experience that includes serving as Global M&A Head from 2010 to 2015 at Xerox Corporation (NYSE: XRX) and serving in various positions at Affiliated Computer Services, Inc. (which was acquired by Xerox Corporation), including Chief Financial Officer from 2006 to 2007. Mr. Rexford previously served as director and compensation committee member of Exela Technologies (NASDAQ: XELA) from 2017 to 2022. Mr. Rexford holds a Bachelor’s degree in business administration from Southern Methodist University and an MBA from the Cox School of Business at Southern Methodist University. Mr. Rexford’s significant finance experience and financial expertise make him well-qualified to serve as a member of our Board.

David Roberts has served as a member of our Board since October 2018. Mr. Roberts is the President and Chief Executive Officer of Verra Mobility. In such capacity, Mr. Roberts has established a high performing company that embraces consistent financial performance, market leadership and culture as the driver of performance. Mr. Roberts has also served as a director of HNI Corporation (NYSE: HNI) since June 2024. Prior to Verra Mobility, from April 2012 to August 2014, Mr. Roberts was the President and Chief Executive Officer of BillingTree, a multi-channel electronic payment platform company. Prior to joining BillingTree, from August 2008 to March 2012, Mr. Roberts was a Managing Director at Bank of America Merrill Lynch, leading the Equity Plan Services business. Mr. Roberts joined Bank of America Merrill Lynch (NYSE: BAC) via its acquisition of Equity Methods, where he served as Chief Executive Officer. Mr. Roberts earned a Bachelor's degree in business administration from Baylor University at the Hankamer School of Business and an MBA from the University of Chicago Booth School of Business with concentrations in Finance and Strategy. Mr. Roberts has served as an Adjunct Professor at the W.P. Carey Graduate School of Business at Arizona State University. Mr. Roberts currently serves as an adviser for the Arizona Feed My Starving Children Leadership Committee. Mr. Roberts’ extensive Company and industry experience makes him well-qualified to serve as a member of our Board.

Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

Michael Huerta has served as a member of our Board since May 2021. Mr. Huerta currently serves as a transportation industry consultant. He previously served as Administrator for the United States Federal Aviation Administration from 2013 to 2018. Before being named as Administrator, Mr. Huerta served as Acting Administrator of the FAA from 2011 to 2013 and FAA Deputy Administrator from 2010 to 2011. Mr. Huerta also served as Executive Vice President and Group President, Government Transportation, for Affiliated Computer Services, Inc., now Conduent, Inc. Mr. Huerta has served as an independent director of Delta Air Lines, Inc. (NYSE: DAL) since 2018, and is a member of Delta Air Lines’ audit committee, safety and security committee and corporate governance committee. As of March 2023, Mr. Huerta also serves on the board of directors of Joby Aviation, Inc. (NYSE: JOBY), and is a member of Joby Aviation’s compensation committee. In 2024, Mr. Huerta joined the board of trustees of The MITRE Corporation, a private, not-for profit organization, where he also serves as a member of the governance and board development committee. Mr. Huerta holds a Bachelor’s degree in political science from the University of California, Riverside and a Master’s in Public Affairs with a concentration in international relations from Princeton University. Mr. Huerta’s significant transportation and administrative experience makes him well-qualified to serve as a member of our Board.

Raj Ratnakar joined our Board in February 2024. Mr. Ratnakar previously served as the Senior Vice President and Chief Strategy Officer of DuPont Corporation (NYSE: DD), a global multi-industrial, material science company, from May 2019 to October 2023. Prior to joining DuPont, Mr. Ratnakar served as Chief Strategy Officer for Fortive Corporation (NYSE: FTV), an industrial technology company and a publicly traded spin-off of Danaher Corporation (NYSE: DHR), from June 2015 to May 2019. Mr. Ratnakar’s previous experience also includes senior corporate leadership roles at Danaher and TE Connectivity (NYSE: TEL) and a consulting leadership role for McKinsey & Company. Mr. Ratnakar spent the first 10 years of his career as an entrepreneur, building and growing software companies in the telecommunications and eCommerce markets. Mr. Ratnakar is currently an independent private equity advisor, partnering with investing teams to pursue M&A targets and oversee portfolio company operating performance. He holds an MBA from The Wharton School, University of Pennsylvania and a Master’s in Mechanical Engineering from the University of Maryland. Mr. Ratnakar’s extensive public and portfolio company experience and background in consulting and operations make him well-qualified to serve as a member of our Board.

Non-Employee Director Compensation

Our compensation committee reviews pay levels for non-employee directors at least annually, informed by feedback from Semler Brossy, our compensation consulting firm, which prepares a comprehensive assessment of our compensation program for non-employee directors. That assessment includes reviewing director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance practices.

Our Board adopted a Non-Employee Director Compensation Policy in February 2022. The Non-Employee Director Compensation Policy establishes the compensation we pay to our non-employee directors, including cash compensation and equity awards granted under the Verra Mobility Amended and Restated 2018 Equity Incentive Plan, as amended.

We compensate our non-employee directors with a combination of (i) cash incentives and (ii) equity incentives in the form of time-based restricted stock units (“ RSUs ”), pursuant to our Non-Employee Director Compensation Policy. Mr. Roberts, our President and Chief Executive Officer, also serves as a director and we compensate Mr. Roberts solely for serving as our President and Chief Executive Officer — see “ Executive Compensation ” below — and do not provide additional compensation for his service as a director. The following table describes our annual compensation arrangements with our non-employee directors for fiscal year 2024.

In December 2024, our Board updated the compensation amounts in the Non-Employee Director Compensation Policy, effective January 1, 2025, as follows: director cash retainer increased by $10,000 to $75,000; director equity compensation increased by $25,000 to $195,000; nominating and corporate governance committee retainer increased by $1,000 to $5,000; Board chairman supplemental retainer increased by $20,000 to $90,000; and audit committee, compensation committee and nominating and corporate governance committee chairman supplemental retainers increased by $2,500, $2,500, and $4,000, respectively, to $15,000, $12,500, and $10,000, respectively.

The following table provides information for all compensation awarded to, earned by or paid to each person who served as a non-employee director in the fiscal year ending December 31, 2024. Mr. Roberts is not included in the table below because he did not receive additional compensation for his service as a director. The compensation received by Mr. Roberts as an employee is shown below in the "2024 Summary Compensation Table."

We currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and committees. All of our non-employee directors hold RSUs.

PROPOS AL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. We currently plan to conduct this non-binding vote to approve executive compensation annually, with the next advisory vote taking place at the 2026 annual meeting of stockholders.

As described in the section entitled “ Compensation Discussion and Analysis ,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the interests of our stockholders. We believe that our compensation program effectively aligns the interests of our employees and our stockholders and rewards superior short-term and long-term financial and operational performance. Please read the section entitled “ Compensation Discussion and Analysis ” beginning on page 27 and the compensation tables and narrative disclosure that follow for specific details about our executive compensation program. Your advisory vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers described in this Proxy Statement.

Accordingly, we are asking our stockholders to vote FOR the following resolution:

Resolved , that the stockholders hereby approve, on an advisory and non-binding basis, the compensation paid to Verra Mobility’s named executive officers, as disclosed in its proxy statement for the 2025 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this advisory proposal requires the affirmative vote of a majority of the votes cast by our stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

As an advisory vote, this proposal will not be binding on us, our Board or our compensation committee in any way. As such, the results of the vote will not create or imply any change to the fiduciary duties of any members of our Board. Notwithstanding the advisory non-binding nature of this vote, our Board values the opinions of our stockholders, and will consider the outcome of the vote when setting the frequency of the advisory vote on executive compensation.

At our 2024 annual meeting of stockholders, approximately 84.2% of the votes cast, excluding broker non-votes and abstentions, on the non-binding advisory vote (also known as a “say-on-pay” proposal) on the compensation of our named executive officers were voted in favor of the proposal.

Our Board recommends a vote FOR the approval, on an advisory non-binding basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3: Ratifica tion of Selection of Independent Registered Public Accounting Firm

Our audit committee has appointed Deloitte & Touche LLP (" Deloitte ") as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit this selection for ratification by the stockholders at the Annual Meeting. Deloitte has been our independent registered public accounting firm since September 20, 2023. Ernst & Young LLP (" EY ") served as our registered public accounting firm prior to Deloitte's appointment until August 23, 2023, the date on which EY notified us of its decision to resign effective as of that date. While EY was serving as our registered public accounting firm, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to that Item) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements for such years, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Representatives of Deloitte are expected to be present during the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement. Our Board is submitting this selection as a matter of sound corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or laws require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our Board will reconsider whether or not to retain that firm. Even if the selection is ratified, our Board may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and that of our stockholders.

Vote Required

An affirmative vote from holders of a majority of the votes cast by our stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required to ratify the selection of Deloitte.

Principal Accountant Fees and Services

The following table provides the aggregate fees for services provided by our independent registered public accounting firms for the fiscal years ending December 31, 2023 and December 31, 2024, respectively.

Audit Committee Approval

In addition to approving all of the foregoing services, our audit committee pre-approves all audit services, audit-related services, permissible non-audit services (e.g., tax and other services) and select other services on a case-by-case basis provided by our independent registered public accounting firm. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services. Our independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. For 2023, services provided by EY were pre-approved by our audit committee in accordance with this policy through August 23, 2023, the date on which EY notified us of its decision to resign effective as of that date. From September 20, 2023 through December 31, 2023, and for 2024, services provided by Deloitte were approved by our audit committee in accordance with this policy.

Our Board recommends a vote FOR the ratification of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Report of THE A udit Committee

On behalf of our Board, our audit committee oversees the financial reporting process, which includes establishing and maintaining internal controls and preparing our consolidated financial statements, for which management has responsibility. Our independent registered public accounting firm, Deloitte, is responsible for performing an audit of our consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with United States generally accepted accounting principles and expressing an opinion as to the effectiveness of our internal controls over financial reporting.

Our audit committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2024 with our management. Our audit committee has discussed with Deloitte the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as issued by the Public Company Accounting Oversight Board (“ PCAOB ”). Our audit committee has also received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the Deloitte's communications with our audit committee concerning independence, and has discussed with Deloitte its independence. Based on the foregoing, our audit committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Audit Committee

John Rexford (Chairman)

Patrick J. Byrne

Cynthia Russo

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Security Ownership of Certain B eneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our Class A Common Stock as of the Record Date:

The percentage of shares beneficially owned shown in the table is based on 159,421,778 shares of Class A Common Stock outstanding as of the Record Date. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our Class A Common Stock underlying stock options and time-based RSUs held by the person that are currently exercisable or exercisable within 60 days of the Record Date. However, we did not deem such shares of our Class A Common Stock outstanding for the purpose of computing the percentage ownership of any other person.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of our Class A Common Stock shown as beneficially owned by them. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted below, the address for persons listed in the table is c/o Verra Mobility Corporation, 1150 North Alma School Road, Mesa, Arizona 85201. The information provided in the table below is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

* Denotes less than 1%.

(†) Each share of Class A Common Stock will be entitled to one vote per share.

Executive Of ficers

The following is biographical information for the executive officers, and all persons chosen to become executive officers, as of the date of this Proxy Statement:

David Roberts has served as Verra Mobility’s President and Chief Executive Officer since October 2018 and served as the President and Chief Executive Officer of American Traffic Solutions (“ ATS ”) from May 2018 until October 2018. He served as ATS’ Chief Operating Officer from August 2014 to May 2018. Mr. Roberts brings more than 25 years of management experience to Verra Mobility. Mr. Roberts has served as a director of HNI Corporation (NYSE: HNI) since June 2024. Prior to Verra Mobility, from April 2012 to August 2014, Mr. Roberts was the President and Chief Executive Officer of BillingTree, a multi-channel electronic payment platform company. Prior to joining BillingTree, from August 2008 to March 2012, Mr. Roberts was a Managing Director at Bank of America Merrill Lynch, leading the Equity Plan Services business. Mr. Roberts joined Bank of America Merrill Lynch (NYSE: BAC) via its acquisition of Equity Methods, where he served as Chief Executive Officer. Mr. Roberts earned an MBA from the University of Chicago Booth School of Business and a Bachelor's degree in business administration from Baylor University at the Hankamer School of Business.

Craig Conti has served as Verra Mobility’s Executive Vice President and Chief Financial Officer since April 2022. Mr. Conti’s previous global financial leadership roles included serving as the CFO for Century Aluminum Company (NASDAQ: CENX), Illinois Tool Works' (NYSE: ITW) welding business, and leading financial planning and analysis for GE HealthCare’s (NASDAQ: GEHC) IT business. Mr. Conti began his career at GE, where he gained a wide range of finance, operations and strategy experience over the course of 15 years. Mr. Conti holds an MBA from the Kellogg School of Business at Northwestern University, and he earned a Bachelor of Science degree in finance from Siena College.

Steve Lalla has served as Verra Mobility’s Executive Vice President, Commercial Services since February 2021. Prior to Verra Mobility, Mr. Lalla spent more than 30 years leading global, transformational changes at technology providers such as Vertiv, Dell and Motorola. As Executive Vice President at Vertiv (NYSE: VRT), he oversaw a global portfolio that included services and software solutions for power, thermal and industrial products. At Dell (NYSE: DELL), Mr. Lalla held leadership roles in Commercial PC, PC Accessories, and Cloud and Data Security. Prior to Dell, he led the Mass Market cellular phone business at Motorola (NYSE: MSI). Mr. Lalla earned an MBA in marketing from the Kellstadt Graduate School of Business at DePaul University and his Bachelor of Science degree in economics from the Geis College of Business at the University of Illinois.

Jonathan Baldwin has served as Verra Mobility’s Executive Vice President, Government Solutions since April 2022. Mr. Baldwin previously served as President of Fortive’s (NYSE: FTV) Gems, Sensors and Controls business, a global supplier of industrial sensors and control components. Prior to joining Fortive, Mr. Baldwin served as the General Manager for Texas Instruments’ (NASDAQ: TXN) Precision Signal Path business unit. He also held leadership roles in marketing, business development and strategy for National Semiconductor Corporation, Samplify Systems, Inc. and Analog Devices, Inc. (NASDAQ: ADI). He began his career at Raytheon Technologies as a systems engineer. Mr. Baldwin earned an MBA and a Master of Science in electrical engineering from Northeastern University in Boston, and a Bachelor of Science degree in electrical engineering from the University of Connecticut.

Jonathan Keyser has served as Verra Mobility's Executive Vice President and Chief Legal Officer since December 2022. Mr. Keyser also serves as our Chief Compliance Officer and Corporate Secretary. Prior to joining Verra Mobility, Mr. Keyser served as Vice President and General Counsel of Honeywell Performance Materials and Technologies (PMT), a business unit of Honeywell International (NASDAQ: HON) that developed process technologies, automation solutions, advanced materials, hardware, chemicals, services and industrial software. Mr. Keyser previously served as Vice President and General Counsel of Honeywell UOP and Aerospace Integrated Supply Chain business units. Prior to Honeywell, Mr. Keyser served as Assistant General Counsel and Managing Counsel at Harley-Davidson Motor Company (NYSE: HOG) and was an attorney at Hogan Lovells US LLP. Between 2014 and 2016, Mr. Keyser served as a member of the Colorado State House of Representatives. Mr. Keyser holds a Bachelor of Science degree from the United States Air Force Academy and a law degree from the University of Denver Sturm College of Law.

Lin Bo has served as Verra Mobility's Senior Vice President, T2 Systems since September 2024. Prior to joining Verra Mobility, Ms. Bo served as General Manager of FG Clean Wipes and Whirl-Pak at Filtration Group, a global market-leading provider of mission-critical filtration solutions, where she oversaw two business units in the sampling collection and clean room market. Before joining Filtration Group, she spent nine years at Danaher Corporation (NYSE: DHR), a global conglomerate operating across the industrial, life science and diagnostics sectors. During her time at Danaher, Ms. Bo held roles of increasing responsibilities, including leading lean transformation at a contract development and manufacturing organization and leading teams in North America and the Asia-Pacific region to drive profitable growth through customer focus. Ms. Bo began her career as a consultant at ZS Associates, a management consulting firm that provides strategy, growth and technology solutions. Ms. Bo earned an MBA from Harvard Business School and a Bachelor of Science degree in engineering from the University of Toronto.

E XECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the “ CD&A ”) describes the material elements of compensation awarded to, earned by, or paid to each of our named executive officers. This CD&A also describes our executive compensation philosophy, objectives and design, as well as the manner in which we award, and our named executive officers earn, such compensation.

This CD&A focuses on the compensation of our Named Executive Officers, consisting of our PEO, principal financial officer, and the next three most highly compensated executive officers as of December 31, 2024, which includes:

Compensation Philosophy and Objectives

Our compensation philosophy is primarily driven by our commitment to aligning our executive compensation with the interests of our stockholders by emphasizing performance-based incentive compensation focused on objectives that our Board believes have a significant impact on stockholder value.

We recognize that an effective compensation strategy and philosophy is critical to recruiting, incentivizing and retaining key employees who contribute to the achievement of our short-term and long-term success and thereby create value for our stockholders. To that end, our executive compensation program is designed to reinforce the following approach:

Underpinning our compensation philosophy is our belief that Verra Mobility is a growth company with the potential to have a significant impact on the global smart mobility technology solutions and services industry. Achieving that potential should result in value creation for our stockholders.

2024 COMPANY PERFOMANCE HIGHLIGHTS

In 2024, we delivered strong results aligned with macro trends across our business segments. Total revenue for fiscal year 2024 was $879.2 million, an increase of 7.6% compared to $817.3 million for fiscal year 2023. Net income for fiscal year 2024 was $31.4 million, or $0.19 per share, based on 167.7 million diluted weighted average shares outstanding, and Adjusted EBITDA was $401.6 million for fiscal year 2024, compared to $371.5 million for fiscal year 2023.

The graph below compares the cumulative total return on our Class A Common Stock with that of the S&P 500 Index, the S&P Composite 1500 Data Processing & Outsourced Services Index and the Russell 2000 Index. The period shown commences on December 31, 2019 and ends on December 31, 2024, the end of our last fiscal year. The graph assumes an investment of $100 in each of the above on the close of market on December 31, 2019. We did not declare or pay any dividends on our Class A Common Stock during the comparison period. The stock performance graph is not necessarily indicative of future price performance.

Key Compensation Highlights

Verra Mobility’s executive compensation program was designed to be consistent with its executive compensation principles, objectives and commitment to sound corporate governance.

The number of PSUs that may vest is based on the achievement of threshold (minimum required for a payout), target or maximum levels and may range from 50% to 150% of the target number of shares. If we do not achieve the threshold level, then no shares will vest. If our achievement falls between the threshold, target or maximum levels, the portion of the award that may vest will be determined based on straight-line interpolation. If our absolute TSR is negative over the three-year performance period, the number of PSUs that may vest will be capped at 100% of the target number of shares.

COMPENSATION ELEMENTS

Our compensation program in fiscal year 2024 consisted of base salary, annual cash incentives, and long-term incentives. Each year our compensation committee reviews the target opportunity value for each of these three elements and considers Company and individual performance, market competitiveness, economic trends and retention objectives, as well as other factors, to determine the appropriate components of compensation, the overall total target direct compensation, and the distribution of each element within the total. The following table summarizes the primary elements and objectives of our fiscal year 2024 compensation program for executive officers, including our named executive officers.

Our compensation approach is to deliver a significant portion of each executive’s total target direct compensation in the form of at-risk, performance-based components, and in 2024, a significant portion of our executive compensation consisted of variable, at-risk compensation that was dependent on achievement of goals in the AIP and long-term incentive awards based on the Company performance.

Approximately 87.4% of our Chief Executive Officer’s compensation for 2024 was delivered in variable compensation elements, and approximately 75.1% of our other named executive officers’ overall compensation, on average, was delivered in at-risk variable compensation. The charts below reflect the mix of base pay, AIP target opportunity, and LTIP target opportunity for our Chief Executive Officer and for our other executive officers.

COMPENSATION GOVERNANCE

Our compensation committee recognizes that the success of our executive compensation program requires a robust framework of compensation governance. As a result, our compensation committee regularly reviews executive compensation practices and trends and incorporates best practices into our executive compensation strategy and programs, and ensures alignment of such practices with Company objectives and Company-level strategy.

Role of the Compensation Committee

Our compensation committee works closely with its independent compensation consultant, Semler Brossy, and meets regularly, including in executive session without members of management present, to make decisions concerning our executive compensation program and the compensation of our Chief Executive Officer and other executive officers. The compensation committee is responsible for overseeing compensation decisions to ensure that executive pay is aligned with stockholder interests, our compensation philosophy, and the Company’s overall performance.

Our compensation committee reviews a variety of market data and information, including company peers, compensation information in the technology industry and general economic trends, and considers the recommendations of its compensation consultant when making compensation decisions. Our compensation committee chairman reports on our compensation committee’s actions at each regular Board meeting. The compensation committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to our Board, as applicable, regarding):

The full description of our compensation committee’s authority and responsibilities is provided in our compensation committee charter, which is available on our investor relations website.

Role of the Independent Compensation Consultant

Our compensation committee retained Semler Brossy to serve as its independent compensation consultant for fiscal year 2024. Semler Brossy was engaged to assist our compensation committee with a variety of tasks related to 2024 executive compensation, which included, among other things, conducting and presenting the annual review of the total compensation packages for our executive officers, including base salary, cash bonuses, long-term incentives and total direct compensation, reviewing market data on compensation, reviewing and assessing the structure of our annual and long-term incentives currently provided to executives and future awards, aligning and testing performance-related pay, reviewing non-employee directors’ compensation, reviewing our peer group, educating, and understanding and responding to market compensation trends.

Our compensation committee assessed the independence of Semler Brossy pursuant to the rules prescribed by the SEC and Nasdaq and concluded that no conflict of interest existed in 2024 that would have prevented Semler Brossy from serving as an independent consultant to our compensation committee.

Role of Management

When making decisions on executive compensation, our compensation committee considers input from our Chief Executive Officer, who provides his evaluation of each executive officer’s performance and makes recommendations with respect to base salary and target incentives for each executive officer other than himself. This recommendation is considered by our compensation committee, which makes its own ultimate determinations. No member of management, including our Chief Executive Officer, is present during the deliberation of his or her own compensation decisions.

Competitive Market Information

Our compensation committee considered competitive market practices when setting total pay levels for 2024. However, competitive market data is only one of several resources made available to the committee to assist it in setting executive compensation structure and pay. Our compensation committee also considers individual-specific factors, such as individual performance, experience, level and scope of responsibilities, company performance, stockholder feedback, survey data, and economic conditions. Our compensation committee does not use a formula or fixed target to determine compensation.

In setting compensation, our compensation committee compares base salaries, annual incentive opportunities, and long-term compensation for our executive officers against a peer group of companies of similar scale (in terms of revenue, market capitalization, and profitability), and which are likely to compete for executive talent and/or share a similar business model or content in one or more areas. The peer group is reviewed annually for relevance and alignment with best practices and investor preferences interpreted by our compensation committee and its independent compensation consultant.

Our compensation committee undertook a comprehensive review of our peer group and adopted the peer group listed below for our 2024 compensation decisions.

In addition to our peer companies, our compensation committee also reviews pay data from compensation surveys, where relevant, as an additional reference point when setting executive compensation. This data is used to ensure a relevant sample for guiding pay decisions.

Say-On-Pay and Say-On-Frequency Votes

Each year, our compensation committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. At our 2024 annual meeting of stockholders, we conducted a non-binding advisory vote (also known as a “say-on-pay” proposal) on the compensation of our named executive officers. Approximately 84.2% of the votes cast by stockholders on this proposal, excluding broker non-votes and abstentions, were cast in favor of the proposal.

SEC rules require the vote on the frequency of stockholder votes on executive compensation to be held at least once every six years. In light of the Board’s recommendation and the voting results with respect to the frequency of stockholder votes on executive compensation at the 2020 annual meeting of stockholders, the Company will continue to hold an advisory vote on the compensation of named executive officers at each annual meeting of stockholders until the next required vote on the frequency of stockholder votes on executive compensation. We currently expect the next stockholder vote on frequency to occur at the Company’s 2026 annual meeting.

ANALYSIS OF 2024 NAMED EXECUTIVE OFFICER COMPENSATION

Base Salary

Base salary is the fixed element within our total compensation package used to attract and retain the talent necessary to successfully manage our business and execute our business strategies. Our goal is to provide base salary compensation that is market competitive in comparison with roles of similar size and scope.

This element of compensation for our named executive officers is established based on the scope of their responsibilities, considering relevant experience, internal pay equity, and tenure, among other factors. The table below shows the annualized base salary for each named executive officer for 2024 and 2023. Base salary increases for 2024 were approved by our Board and compensation committee in February 2024 to more closely align compensation levels with market data and recognize individual performance and impact.

Annual Incent ive Program

We provide a cash-based Annual Incentive Plan that is directly linked to the achievement of predefined financial and individual performance goals, which are considered to be challenging and ambitious at the time of approval. This element of compensation is designed to reward our executive officers and other AIP-eligible employees for achieving annual performance results that drive value for our stockholders over time.

During 2024, we sponsored the AIP for employees who were full-time employees in management levels or higher, and who were eligible pursuant to the terms of the AIP. Participation for our executive officers was determined and monitored by our compensation committee. Participants in the AIP were eligible to receive cash bonus payments based on financial and individual performance, during the performance period, over the course of the full fiscal year.

Target opportunities for the AIP were expressed as a percentage of the employee’s annual base salary. During the 2024 annual compensation review process with the compensation committee, the Committee approved the annual bonus targets for our named executive officers. These remained unchanged from the prior year and are as follows:

Payment of bonuses to our named executive officers is based on the achievement of our revenue and Adjusted EBITDA targets for each of our business units during the plan year, as well as an individual performance measure, as shown in the chart below. Business unit revenue is equivalent to the total revenue for each of our reportable segments, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Business unit Adjusted EBITDA is equivalent to segment profit for each of our reportable segments, as defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The revenue and Adjusted EBITDA targets are recommended by our Chief Financial Officer, reviewed by our Chief Executive Officer, and approved by our compensation committee. We use revenue and Adjusted EBITDA metrics in order to focus the organization on growth, but not at the expense of sustainable profitability. Revenue and Adjusted EBITDA were the most common metrics used by our peer group companies during our 2024 compensation review. Annual financial performance metrics are informed by the annual budgeting process and the Company’s long-range strategy and commitments. The Adjusted EBITDA targets are set at levels sufficiently challenging to satisfy to properly incentivize our named executive officers

We provide Adjusted EBITDA, which is a non-GAAP financial measure that represents net income adjusted to exclude interest expense, net, income taxes, depreciation, amortization and certain non-cash and non-recurring items. See “Non-GAAP Financial Measures” in this Proxy Statement for more information regarding our use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income on a consolidated level, the most directly comparable GAAP financial measure.

Our fiscal year 2024 financial results for our business units, other than Parking Solutions, met our revenue targets under the AIP. Adjusted EBITDA for each business units fell short of target amounts. Because Parking Solutions did not meet its revenue target, employees in Parking Solutions were not paid out under the AIP.

Individual performance factors are recommended based on our Chief Executive Officer's evaluation of each executive, which considers corporate and business unit outcomes, as applicable, in addition to individual and strategic priorities for the fiscal year. The Compensation Committee suggests and the Board of Directors approves the final individual performance factor for the Chief Executive Officer. Individual and strategic priorities are determined at the beginning of each performance period to set clear expectations and desired results for the year. Individual goals are intended to be challenging yet achievable. In 2024, individual performance outcomes awarded under the AIP could range from 0% to 150%, consistent with the payout scale for the applicable financial performance factor.