DEF 14A of Verra Mobility Corp, Apr 8, 2024

DEF 14A of Verra Mobility Corp

Filed Apr 8, 2024 · FY20230000950170-24-042690

Open on EDGAR

  1. Non-Employee Director Compensation Policy

    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

  2. Non-Employee Director Compensation Policy

    | 2024 PROXY STATEMENT | 2 |

  3. Non-Employee Director Compensation Policy

    under the Verra Mobility Amended and Restated 2018 Equity Incentive Plan. In December 2022, our Board updated the compensation amounts in the Non-Employee Director Compensation Policy for fiscal year 2023, and in December 2023, our Board resolved to make no changes to the compensation amounts paid to non-employee directors for fiscal year 2024. Please refer to page 13 for additional information about compensation paid to our non-employee directors.

  4. Proposal 1: Election of Class III Directors

    Proposal 1: Election of Class III Directors Our Board has nominated Michael Huerta and Raj Ratnakar to serve, and each has agreed to stand for election at the Annual Meeting, each as a Class III director to serve until the 2027 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: ▪ Class I directors: Cynthia Russo and Douglas Davis, whose terms will expire at the annual meeting of stockholders to be held in 2025 and until their successors have been duly elected, or if sooner, until their death, resignation or removal; ▪ Class II directors: Patrick Byrne, David Roberts and John Rexford, whose terms will expire at the annual meeting of stockholders to be held in 2026 and until their successors have been duly elected, or if sooner, until their death, resignation or removal; and ▪ Class III directors: Michael Huerta and Raj Ratnakar, whose current terms will expire at the Annual Meeting, and whose terms if reelected at the Annual Meeting will expire at the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected, or if sooner, until their death, resignation or removal. 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.

  5. BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    BOARD OF DIRECTORS AND DIRECTOR NOMINEES The following table sets forth, for the Class III 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:

  6. BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Position/Office Held with Verra Mobility Corporation | | Class I directors whose terms expire at the annual meeting of stockholders in 2025: | | | | Cynthia Russo(1)(2) | 54 | Director | | Douglas Davis(2)(3) | 62 | Director, Chairman of our Compensation Committee | | Class II directors whose terms expire at the annual meeting of stockholders in 2026: | | | | Patrick Byrne(1)(2) | 63 | Director, Chairman of our Board | | John Rexford(1)(3) | 67 | Director, Chairman of our Audit Committee | | David Roberts | 53 | Director, President and Chief Executive Officer | | Class III directors for election at the Annual Meeting: | | | | Raj Ratnakar | 56 | Director, Director Nominee | | Michael Huerta(3) | 67 | Director, Director Nominee, Chairman of our Nominating and Corporate Governance Committee |

  7. BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    (1) Member of our audit committee. (2) Member of our compensation committee. (3) Member of our nominating and corporate governance committee. 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.

  8. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

  9. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    | | Michael Huerta | | | | Director Since: 2021 Age: 67 | Committee: • Nominating and Corporate Governance |

  10. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    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 and safety and security committee. As of March 2023, Mr. Huerta also serves on the board of directors of Joby Aviation, Inc (NYSE: JOBY). Mr. Huerta holds a Bachelor’s degree in Political Science from the University

  11. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    | 2024 PROXY STATEMENT | 9 |

  12. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    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.

  13. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    | | Raj Ratnakar | | | | Director Since: 2024 Age: 56 | Board Member |

  14. Nominees for Election Until the Annual Meeting of Stockholders to be Held in 2027

    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 an Master of Science in Mechanical Engineering from the University of Maryland. Mr. Ratnakar was originally introduced to our nominating and corporate governance committee for consideration as a director by our Chief Executive Officer. 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. Our Board recommends a vote FOR each of the Class III director nominees to elect them to our Board.

  15. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  16. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | Cynthia Russo | | | | Director Since: 2019 Age: 54 | Committees: • Audit • Compensation |

  17. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    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) and Verifone, Inc. Ms. Russo also serves as the audit committee chair and a member of the compensation and nominating and corporate governance committees 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, Canvas Solutions, Inc. (GoCanvas), a global SaaS provider of field operations and inspections solutions, since September 2023, and SimPRO Holdings, Inc. (Simpro), a global SaaS business providing field service management solutions, since November 2023. 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., a technology solution for all stages of a 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 enterprise event management platform, from September

  18. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | 2024 PROXY STATEMENT | 10 |

  19. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    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.

  20. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | Douglas Davis | | | | Director Since: 2019 Age: 62 | Committees: • Compensation • Nominating and Corporate Governance |

  21. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    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 nomination and corporate governance 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.

  22. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  23. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | Patrick Byrne | | | | Chairman of the Board Director Since: 2020 Age: 63 | Committees: • Audit • Compensation |

  24. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Pat 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 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.

  25. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | 2024 PROXY STATEMENT | 11 |

  26. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | John Rexford | | | | Director Since: 2018 Age: 67 | Committees: • Audit • Nominating and Corporate Governance |

  27. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    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.

  28. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | David Roberts | | | | Director Since: 2018 Age: 53 | President and Chief Executive Officer |

  29. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    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. 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.

  30. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | 2024 PROXY STATEMENT | 12 |

  31. Non-Employee Director Compensation

    Non-Employee Director Compensation 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 2023.

  32. Non-Employee Director Compensation

    | Cash(1) | | | Board member fee | $65,000 | | Chair fees(2) | | | Board of Directors | $70,000 | | Audit Committee | $22,500 | | Compensation Committee | $17,500 | | Nominating and Corporate Governance Committee | $10,000 | | Committee member fees | | | Audit Committee | $10,000 | | Compensation Committee | $7,500 | | Nominating and Corporate Governance Committee | $4,000 | | Equity | | | Director restricted stock unit grant(3) | $170,000 |

  33. Non-Employee Director Compensation

    (1) Amounts reflected in this table are annual amounts. Payments are made on a quarterly or annual basis at the election of each director pursuant to our Non-Employee Director Compensation Policy. (2) Committee chairs do not receive an additional fee for being a member of the committee they chair. (3) Our compensation committee approved annual equity awards with a grant date fair value of approximately $170,000 in May 2023. The equity awards vest in full on the earlier of (a) the date immediately preceding the date of the next annual stockholder meeting following the grant or (b) one year from the grant date. In February 2022, our Board adopted a Non-Employee Director Compensation Policy that 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. In December 2022, our Board updated the compensation amounts in the Non-Employee Director Compensation Policy for fiscal year 2023, and in December 2023, our Board resolved to make no changes to the compensation amounts paid to non-employee directors for fiscal year 2024. 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, 2023. 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 "2023 Summary Compensation Table."

  34. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Patrick Byrne | 152,500 | 169,996 | 322,496 | | Douglas Davis | 86,500 | 169,996 | 256,496 | | Michael Huerta | 75,000 | 169,996 | 244,996 | | John Rexford | 91,500 | 169,996 | 261,496 | | Cynthia Russo | 82,500 | 169,996 | 252,496 | | Sarah Farrell(4) | 65,000 | 169,996 | 234,996 |

  35. Non-Employee Director Compensation

    | 2024 PROXY STATEMENT | 13 |

  36. Non-Employee Director Compensation

    Amounts shown in this column reflect the total cash retainer earned by each director for Board and committee service during fiscal year 2023. (2) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each equity award granted in 2023, computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (3) The aggregate dollar value of the 9,545 RSUs awarded to Patrick Byrne, Douglas Davis, Sarah Farrell, Michael Huerta, John Rexford and Cynthia Russo on May 23, 2023 is based on $17.81 per unit, the fair market value of our Class A Common Stock on May 23, 2023. Ms. Farrell's RSUs were forfeited when she resigned from the Board on February 15, 2024. (4) Ms. Farrell resigned from the Board on February 15, 2024. 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.

  37. Non-Employee Director Compensation

    | 2024 PROXY STATEMENT | 14 |

  38. Non-Employee Director Compensation

    | Proposal 2 : Advisory Vote to Approve Executive Compensation |

  39. Key Compensation Highlights

    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, as summarized below. ▪ Moderate increases to target cash compensation. Target cash compensation increases for our named executive officers were made in February 2023 and ranged from 0% to approximately 5.9%. ▪ Annual incentives based on financial and individual performance. Our compensation committee approved the Verra Mobility Corporation Annual Incentive Bonus Plan (the “Bonus Plan”) for fiscal year 2023. The Bonus Plan provides the basis upon which participants may earn an annual incentive bonus if the Company or a business unit, as applicable, meets certain financial factors. Our fiscal year 2023 consolidated and business unit financial results exceeded financial targets under the Bonus Plan, with the exception of consolidated adjusted EBITDA and Parking Solutions revenue and adjusted EBITDA, and we paid cash bonuses to eligible participants, as applicable. The cash bonus payments are fully described in the section entitled "Annual Incentive Program" beginning on page 31. Granted long-term incentive awards. Our long-term incentive awards consist of a mix of RSUs and performance share units (“PSUs”) based on relative total stockholder return ("TSR"), which are both intended to strengthen the alignment between pay outcomes and our financial performance. Our Chief Executive Officer receives an equity mix of 70% PSUs and 30% RSUs, and our other named executive officers receive an equity mix of 60% PSUs and 40% RSUs.

  40. Key Compensation Highlights

    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. Our annualized TSR of 26.82% exceeded PSU comparator group median annualized TSR for the 2020-2023 performance period, which resulted in the delivery of the maximum of 150% of target shares to eligible participants under the PSU awards granted in 2020. ▪ Established five-year long-term incentive program. In August 2023, our compensation committee established a 5-year long-term incentive program (the “5-Year LTIP”) for our executive leadership team to create additional incentives that extend beyond the relative TSR objectives and time frame of our ongoing PSU program and long-term incentive awards. Our compensation committee believed that it was important to galvanize key executive leaders to motivate and reward for achievement and over-achievement of our long-term strategic plan and growth aspirations. These grants are intended to provide value to executives only if there is a significant and sustained increase in stockholder value over the five-year performance period. All shares subject to the 5-year LTIP that have not vested by August 15, 2028 will be forfeited and canceled. The award is comprised of three tranches, and the respective performance conditions necessary for vesting, as described below, are measured on August 15, 2026, August 15, 2027, and August 15, 2028, respectively (each, a “measurement date”). Any shares unearned on the respective measurement date are forfeited (i.e., not eligible to vest on any future measurement date). For each measurement date, the percentage of shares underlying the tranche that are eligible to vest is determined by linear interpolation between the threshold and maximum stock price targets. To vest into 100% of eligible shares of the first tranche (one-third of total shares), on the 2026 measurement date, annualized TSR of 17.5% must be met (68% absolute growth from the grant date closing price). To vest into 100% of eligible shares of the second tranche (one-third of total shares), on the 2027 measurement date, annualized TSR of 17.5% must be met (98% absolute growth from the grant date closing price). To vest into 100% of eligible shares of the third tranche (one-third of total shares), on the 2028 measurement date, annualized TSR of 17.5% must be met (133% absolute growth from the grant date closing price). ▪ Executive stock ownership guidelines. Our compensation committee adopted stock ownership guidelines to further align the interests of executives with those of our stockholders. Executives are expected to accumulate and hold a minimum number of shares of Class A Common Stock and all of our executives satisfy the stock ownership guidelines. Adopted clawback policy. In October 2023, our Board adopted the Verra Mobility Corporation Amended and Restated Compensation Clawback Policy (the “Clawback Policy”) that requires us to seek to recover incentive compensation granted, earned or vested based in whole or in part on the attainment of financial reporting measures from any affected officer if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under securities laws.

  41. Key Compensation Highlights

    Our compensation program in fiscal year 2023 consisted of base salary, annual cash incentives, RSUs and PSUs. The following table summarizes the primary elements and objectives of our fiscal year 2023 compensation program for executive officers, including our named executive officers.

  42. Key Compensation Highlights

    | Element | Description | Primary Objectives | | Base Salary | Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance, and experience. | ▪ Recruitment and retention | | Annual Incentive Program | Annual incentive with target award amounts for each executive officer. Actual cash payouts are linked to achievement of consolidated and business unit annual revenue and adjusted EBITDA goals, as well as individual performance. For 2023, payouts could range from 0%-150% of target depending on the relevant metric. | ▪ Drive top-tier performance ▪ Incentivize and reward business outcomes and individual performance | | Long-Term Incentives | Ongoing Long-Term Incentive Awards: Our named executive officers received annual equity awards during 2023, comprised of a combination of 70% PSUs and 30% RSUs for our Chief Executive Officer, and 60% PSUs and 40% RSUs for the rest of our named executives. RSUs vest over four years in equal installments. PSUs vest three years from the grant date and are based on the achievement of milestones based on our three-year relative TSR. 5-Year LTIP: Our named executive officers also received PSUs as part of the 5-Year LTIP. The 5-Year LTIP was designed to create additional incentives that extend beyond the stockholder return objectives and time frame of the equity awards granted previously and to drive strategic focus and achieve outstanding levels of performance and value creation. The 5-Year LTIP will vest in three equal tranches based on the compound annual growth rate in the value of the Company’s Class A Common Stock on three measurement dates of August 15, 2026, August 15, 2027 and August 15, 2028. The terms and associated performance hurdles are described in further detail below. | ▪ Drive top-tier performance ▪ Align with stockholder interests ▪ Retain key talent |

  43. Role of the Compensation Committee

    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. 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. Our compensation committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to our Board, as applicable, regarding): ▪ our compensation philosophy, objectives and policies; ▪ amounts and form of compensation to executives; ▪ annual and long-term incentive targets and performance goals; ▪ achievement of goals in annual and long-term incentive plans; ▪ non-employee director compensation; ▪ the peer companies used for assessing market compensation levels, pay practices and performance; and ▪ CD&A disclosure in the annual proxy statement. 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.

  44. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our compensation committee retained Semler Brossy to serve as its independent compensation consultant for fiscal year 2023. Semler Brossy was engaged to assist our compensation committee with a variety of tasks related to 2023 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 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, 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 2023 that would have prevented Semler Brossy from serving as an independent consultant to our compensation committee.

  45. Competitive Market Information

    Competitive Market Information Our compensation committee considered competitive market practices when setting total pay levels for 2023. However, competitive market data is only one of several resources made available to the committee to assist it in setting executive compensation levels. Our compensation committee also considers individual-specific factors, such as individual performance, experience and level and scope of responsibilities, company performance 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 with similar revenue, market capitalization and EBITDA characteristics, and which are likely to compete for executive talent and/or share a similar business model or content in one or more areas. Our compensation committee regularly reviews the composition of the peer group and makes modifications as appropriate. The peer group approved by our compensation committee in April 2022 was the basis for our 2023 compensation decisions. Our 2023 peer group consisted of the following companies:

  46. Competitive Market Information

    | ACI Worldwide | CSG Systems | Manhattan Associates | | Alarm.Com Holdings, Inc. | EVERTEC, Inc. | OSI Systems | | Aspen Technology | EVO Payments | Q2 Holdings | | Badger Meter | ExlService Holdings | SP Plus Corporation | | Blackbaud | Guidewire Software | WEX Inc. | | Cerence | | |

  47. Competitive Market Information

    In April 2023, our compensation committee undertook a comprehensive review of our peer group and adopted the peer group listed below for our 2024 compensation decisions.

  48. Competitive Market Information

    | ACI Worldwide | CSG Systems | OSI Systems | | Alarm.Com Holdings, Inc. | EVERTEC, Inc. | Q2 Holdings | | Badger Meter | ExlService Holdings | SP Plus Corporation | | Blackbaud | Guidewire Software | WEX Inc. | | Cerence | Manhattan Associates | |

  49. Competitive Market Information

    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 levels.

  50. Annual Incentive Program

    Annual Incentive Program During 2023, we sponsored the Bonus Plan for our employees who were active, full-time employees in management levels or higher, and who were eligible pursuant to the terms of the Bonus Plan. Participation for our executive officers was determined by our compensation committee. Participants in the Bonus Plan, which included our named executive officers, were eligible to receive cash bonus payments based on our (and segment, if applicable) performance during the performance period, and individual performance over the course of the full fiscal year. For 2023, the annual bonus targets for our named executive officers remained unchanged from the prior year and were established as a percentage of base salary as follows:

  51. Annual Incentive Program

    | Name | Target Award % (% of Base Salary) | | David Roberts | 100% | | Craig Conti | 75% | | Steve Lalla | 75% | | Jonathan Baldwin | 75% | | Jonathan Keyser | 70% |

  52. Annual Incentive Program

    Payment of bonuses to our named executive officers is based on the achievement of our revenue and adjusted EBITDA targets for each of our segments for the plan year, as well as an individual performance measure, as shown in the chart below. The revenue and adjusted EBITDA targets are determined by our Chief Financial Officer and approved by our compensation committee, and are subject to adjustment by the application of an operational modifier (consisting of performance against key strategic objectives applicable to the participant based on the participant’s designation).(1) We define EBITDA as net income adjusted to exclude net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further excludes certain non-cash expenses and other costs that management believes are not indicative of our ongoing operating performance. EBITDA and adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities.

  53. Annual Incentive Program

    | 2024 PROXY STATEMENT | 31 |

  54. Annual Incentive Program

    | | Performance Metric Weighting | | | | | | Name | Consolidated Revenue | Consolidated Adjusted EBITDA | Business Unit Revenue | Business Unit Adjusted EBITDA | Individual Performance | | David Roberts | 50% | 30% | | | 20% | | Craig Conti | 50% | 30% | | | 20% | | Steve Lalla | | | 50% | 30% | 20% | | Jonathan Baldwin | | | 50% | 30% | 20% | | Jonathan Keyser | 50% | 30% | | | 20% |

  55. Annual Incentive Program

    Our fiscal year 2023 consolidated and business unit financial results exceeded our revenue and adjusted EBITDA targets under the Bonus Plan, with the exception of consolidated adjusted EBITDA and Parking Solutions revenue and adjusted EBITDA, and we paid cash bonuses to eligible participants based on the applicable payout percentage shown in the chart below. Individuals factors are determined based on our Chief Executive Officer's subjective performance ratings for each executive, which considers corporate and business unit outcomes, as applicable, in addition to individual and strategic priorities for the fiscal year.

  56. Annual Incentive Program

    | | Performance Metric Goals and Achievement ($MM) | | | | | | | Performance Metric | < Threshold | Threshold | Target | Maximum | 2023 Actual Performance(1) | Payout as a % of Target(2) | | Payout as a % of Target | 0% | 50% | 100% | 150% | | | | Consolidated | | | | | | | | Revenue | < $679.1 | $679.1 | $799.0 | $958.8 | $817.3 | 105.0% | | Adjusted EBITDA | < $316.4 | $316.4 | $372.2 | $446.7 | $371.5 | 96.7% | | Commercial Services Business Unit | | | | | | | | Revenue | < $301.9 | $301.9 | $355.2 | $426.2 | $372.8 | 110.0% | | Adjusted EBITDA | < $197.2 | $197.2 | $232.0 | $278.4 | $242.2 | 112.5% | | Government Solutions Business Unit | | | | | | | | Revenue | < $296.4 | $296.4 | $348.7 | $418.4 | $358.4 | 105.0% | | Adjusted EBITDA | < $102.3 | $102.3 | $120.4 | $144.4 | $114.5 | 100.0% | | Parking Solutions Business Unit | | | | | | | | Revenue | < $80.8 | $80.8 | $95.1 | $114.1 | $86.1 | 0.0% | | Adjusted EBITDA | < $16.9 | $16.9 | $19.9 | $23.8 | $14.9 | 0.0% |

  57. Annual Incentive Program

    (1) For purposes of calculating annual incentive plan payouts for fiscal year 2023, we decreased 2023 Consolidated, Commercial Services and Government Solutions revenue by $4.3 million, $1.8 million and $2.5 million, respectively, and adjusted EBITDA by $0.1 million, ($0.1) million and $0.2 million, respectively, to address foreign exchange rate movements. Additionally, we increased 2023 Government Solutions adjusted EBITDA by $4.9 million for one-time non-recurring items including but not limited to inventory impairment and foreign exchange impact. (2) Payout as a percent of target was based on the performance inclusive of the adjustments to Consolidated, Commercial Services and Government Solutions as described above.

  58. Verra Mobility Amended and Restated 2018 Equity Incentive Plan

    Verra Mobility Amended and Restated 2018 Equity Incentive Plan Our stockholders approved the Verra Mobility Amended and Restated 2018 Equity Incentive Plan (as restated, the "2018 Plan") on May 23, 2023. Awards made under the 2018 Plan allow us to attract new key employees, continue to retain existing key employees, directors and other service providers for our and our stockholders’ long-term benefit, and align the interests of our employees, directors and other service providers with the interests of our stockholders. The 2018 Plan authorizes our compensation committee to provide incentive compensation in the form of stock options, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. The maximum aggregate number of shares authorized for issuance under the 2018 Plan is 15,864,000, and such shares shall consist of authorized but unissued or reacquired shares or any combination thereof.

  59. Verra Mobility Amended and Restated 2018 Equity Incentive Plan

    | 2024 PROXY STATEMENT | 32 |

  60. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan In 2023, our compensation committee approved awards of long-term incentives to our named executive officers comprised of RSUs and PSUs, intended to strengthen the alignment between pay outcomes and our financial performance. Our compensation committee also awarded our executives PSUs as part of the 5-Year LTIP, which vest in three equal tranches based on the compound annual growth rate in the value of our Class A Common Stock on three measurement dates three, four and five years from the grant date. Restricted Stock Units Unless otherwise approved by our compensation committee, RSUs vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the participant’s continued service on each applicable vesting date, and represent the right to receive shares of our Class A Common Stock. RSUs may not be transferred by the participant. Participants have no voting rights or rights to receive cash dividends with respect to RSUs until shares of stock are issued in settlement of such awards. Unless otherwise provided by our compensation committee, a participant will forfeit any RSUs which have not vested prior to the participant’s termination of service. On March 2, 2023, we granted the following number of RSUs to our named executive officers: ▪ David Roberts – 63,380 RSUs; ▪ Craig Conti – 29,295 RSUs; ▪ Steve Lalla – 24,788 RSUs; ▪ Jonathan Baldwin – 22,535 RSUs; and ▪ Jonathan Keyser – 33,802 RSUs.(1) (1) The RSUs granted to Mr. Keyser on March 2, 2023 are comprised of two awards pursuant to his executive employment agreement as an inducement to join the Company. The first award, for 25,352 RSUs, is subject to annual time-based vesting of 33.3% increments on each of the first three anniversaries of the grant date. The second award, for 8,450 RSUs, is subject to annual time-based vesting of 25% increments on each of the first four anniversaries of the grant date. Performance Share Units 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. PSUs vest three years from the grant date based on the achievement of our three-year TSR relative to companies in the S&P 1000 Index. 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. On March 2, 2023, we granted the following number of PSUs to our named executive officers: ▪ David Roberts – 127,180 PSUs; ▪ Craig Conti – 37,790 PSUs; Steve Lalla – 31,976 PSUs;

  61. 2023 Long-Term Incentive Plan

    | 2024 PROXY STATEMENT | 33 |

  62. 2023 Long-Term Incentive Plan

    Jonathan Baldwin – 29,069 PSUs; and ▪ Jonathan Keyser - 7,267 PSUs. For the three-year period beginning in 2023, PSUs may be earned, if at all, based on our three-year annualized TSR performance against companies in the S&P 1000 Index. Our compensation committee adopted the S&P 1000 Index as the comparator group for purposes of relative TSR to address a lack of direct public competitors and to motivate outperformance versus a broader market index. In keeping with its pay-for-performance philosophy, our compensation committee also set the performance target for earning PSUs at the 55th percentile of the comparator group for the three-year period. Beginning with PSUs granted in 2022, the performance required to earn the threshold payout (50% of the target amount) is performance at the 25th percentile, performance required to earn the target payout (100% of target amount) is performance at the 55th percentile, and the performance required to earn the maximum payout (150% of the target amount) is performance at or above the 75th percentile. The payout cannot exceed 100% of the target amount if our absolute TSR is negative. A relative TSR payout factor will be determined by calculating the percentile rank of our three-year annualized TSR versus the three-year annualized TSR of the S&P 1000 Index for the performance period:

  63. 2023 Long-Term Incentive Plan

    | | Below Threshold | Threshold | Target | Maximum | | Percentile Rank of Company vs. Comparator Group | <25th percentile | 25th percentile | 55th percentile | 75th percentile | | Payout | 0% | 50% | 100% | 150% |

  64. 2023 Long-Term Incentive Plan

    PSU Grant Payouts In 2020, we granted PSUs (the “2020 PSUs”) to our named executive officers, among others, that could be earned based on relative TSR performance. The 2020 PSUs had a three-year performance period beginning on March 5, 2020 and ending on March 5, 2023. We measured our relative stockholder return relative to a comparator group consisting of a group of companies within the data processing and outsourced services industry over the three-year performance period. The PSU awards could be earned as illustrated in the table below based on performance relative to the comparator group. Based on our relative TSR of 11.99% during the performance period, the 2020 PSUs earned a payout of 150%. Mr. Roberts’ 52,810 2020 PSUs earned a payout of 79,215 shares of Class A Common Stock.

  65. 2023 Long-Term Incentive Plan

    | | Below Threshold | Threshold | Target | Maximum | | Difference from Comparator Group Median | <-8% | -8% | 0% | +8% | | Payout | 0% | 50% | 100% | 150% |

  66. 2023 Long-Term Incentive Plan

    In 2021, we granted PSUs (the “2021 PSUs”) to our named executive officers, among others, that could be earned based on relative TSR performance. The 2021 PSUs had a three-year performance period beginning on March 4, 2021 and ending on March 4, 2024. Based on our relative TSR of 27.02% during the performance period, the 2021 PSUs earned a payout of 150%. Mr. Roberts’ 62,578 2021 PSUs earned a payout of 93,867 shares of Class A Common Stock.

  67. 2023 Long-Term Incentive Plan

    | 2024 PROXY STATEMENT | 34 |

  68. 2023 Long-Term Incentive Plan

    Five-Year Long-Term Incentive Program In August 2023, following extensive consideration, our compensation committee deemed it appropriate to establish the 5-Year LTIP for our executive leadership team to create additional incentives that extend beyond the relative TSR objectives and time frame of our ongoing PSU program and long-term incentive awards. Our compensation committee believed it was important to galvanize key executive leaders to motivate and reward for achievement and over-achievement of our long-term strategic plan and growth aspirations. Performance will be measured over a five-year performance period through August 15, 2028, and the ability to vest in a portion of the award in years three and four in the event performance goals are achieved by such dates. These grants are intended to provide value to our executives only if there is a significant and sustained increase in stockholder value over the five-year performance period. The following summarizes certain key features of the 5-Year LTIP awards.

  69. 2023 Long-Term Incentive Plan

    | Design Purpose | The 5-year LTIP is designed to motivate executives to lead us to achieve outstanding levels of performance and value creation. Any vesting of the 5-Year LTIP is subject to the achievement of rigorous absolute stock price targets, as well as the recipient’s continuous service. | | Term and Measurement Dates | All shares subject to the 5-Year LTIP that have not vested by August 15, 2028 will be forfeited and canceled. The award is comprised of three tranches, and the respective performance conditions necessary for vesting, as described below, are measured on August 15, 2026, August 15, 2027, and August 15, 2028, respectively. Any shares unearned on their respective measurement date are forfeited (i.e., not eligible to vest on any future measurement date). | | Performance Vesting | The 5-Year LTIP will vest based on our stock performance exceeding absolute compound annual growth rate hurdles (“Annualized TSR”) and calculated based on a 45-trading day trailing average closing trading price on each measurement date, subject to the recipient’s continued service through the applicable measurement date. The baseline price for the purpose of determining Annualized TSR performance is based on a 10-trading day average closing price as of August 15, 2023. The threshold and maximum TSR targets for each of the three tranches are based on a 10% annualized growth rate and a 17.5% annualized growth rate from the grant date, respectively. Zero percent of eligible shares will be earned if performance is below threshold, and 100% of eligible shares will vest if performance is at or above maximum on the measurement date for each of the three tranches. For each measurement date, the percentage of shares underlying the tranche that are eligible to vest is determined by linear interpolation between the threshold and maximum stock price targets. To vest into 100% of eligible shares of the first tranche (one-third of total shares), on the 2026 measurement date, Annualized TSR of 17.5% must be met (68% absolute growth from the grant date closing price). To vest into 100% of eligible shares of the second tranche (one-third of total shares), on the 2027 measurement date, Annualized TSR of 17.5% must be met (98% absolute growth from the grant date closing price). To vest into 100% of eligible shares of the third tranche (one-third of total shares), on the 2028 measurement date, Annualized TSR of 17.5% must be met (133% absolute growth from the grant date closing price). Any shares in a given tranche that do not vest on the measurement date for that respective tranche are forfeited. |

  70. 2023 Long-Term Incentive Plan

    | 2024 PROXY STATEMENT | 35 |

  71. 2023 Long-Term Incentive Plan

    | Award Size | The 5-Year LTIP is intended to deliver meaningful value to participants if and only if sustained performance is delivered over the five-year performance period. Individual grant amounts were calibrated relative to executives’ ongoing compensation opportunities and based on input from our compensation committee’s independent compensation consultant regarding similar programs in the marketplace. | | Severance and Change in Control | The 5-Year LTIP is subject to the following severance and change in control provisions: In the case of termination of employment without “cause,” as defined the 2018 Plan, that is not in connection with a change in control of Verra Mobility and which occurs after the 24-month anniversary of the grant date, the award recipient would remain eligible to receive the amounts that are earned on any subsequent measurement date that occurs within three months of the termination date, prorated based on the recipient’s service from the grant date of the award through the 2028 measurement date. In the case of voluntary termination of employment, termination of employment for “cause”, or termination due to death or disability, the award recipient would forfeit any unvested shares. Upon a change in control where awards are not assumed in the transaction, the recipient would be eligible to earn a number of shares, if any, based on the per-share price stockholders of Verra Mobility receive in the transaction . Upon a change in control where awards are assumed in the transaction, the recipient would be eligible to earn a number of shares, if any, based on the per-share price our stockholders receive in the transaction, with such earned shares converting to time-based awards and remaining subject to underlying service-vesting conditions, and subject to vesting acceleration on certain qualifying terminations. |

  72. 2023 Long-Term Incentive Plan

    On August 15, 2023, we granted the following number of PSUs as part of the 5-Year LTIP to our executive officers as part of a one-time long-term incentive award: • David Roberts – 450,000 PSUs; • Craig Conti – 225,000 PSUs; • Steve Lalla – 185,000 PSUs; • Jonathan Baldwin – 170,000 PSUs; and • Jonathan Keyser - 120,000 PSUs. Stock Options Our compensation committee determined not to grant stock options in fiscal year 2023 and instead increased the weighting of performance-based awards tied to our three-year relative TSR performance; however, Jonathan Keyser was awarded 24,764 stock options on March 2, 2023 pursuant to his executive employment agreement as an inducement to join the Company. Such stock options are subject to annual time-based vesting of 25% increments on each of the first four anniversaries of the grant date. No other executive was granted stock options in 2023.

  73. 2023 Long-Term Incentive Plan

    | 2024 PROXY STATEMENT | 36 |

  74. 2023 Long-Term Incentive Plan

    Stock options granted under the 2018 Plan represent options to purchase certain shares of Class A Common Stock at a future date determined in accordance with the participant’s award agreement. Stock options expire at the 10th anniversary of the grant date. Stock options may not be transferred by the participant. Unless otherwise provided by our compensation committee, a participant will forfeit any stock options which have not vested prior to the participant’s termination of service.

  75. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth all of the compensation earned by our named executive officers during fiscal years 2023, 2022 and 2021.

  76. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Equity Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Other Bonuses ($) | All Other Compensation ($)(3) | Total ($) | | David Roberts | 2023 | 616,913 | 7,939,490 | 636,445 | — | 13,046 | 9,205,894 | | President and Chief Executive Officer | 2022 | 580,769 | 2,999,998 | 661,001 | — | 11,400 | 4,253,168 | | | 2021 | 530,952 | 2,499,998 | 426,751 | — | 11,600 | 3,469,301 | | Craig Conti | 2023 | 465,369 | 3,394,722 | 369,522 | — | 163,895 | 4,393,508 | | Executive Vice President and Chief Financial Officer | 2022 | 311,538 | 2,800,007 | 277,958 | 325,000 | 8,601 | 3,723,104 | | Steve Lalla | 2023 | 435,379 | 2,822,322 | 377,018 | — | 13,015 | 3,647,734 | | Executive Vice President, Commercial Services | 2022 | 415,385 | 999,999 | 470,232 | — | 11,400 | 1,897,016 | | | 2021 | 338,462 | 900,006 | 233,210 | 100,000(4) | 11,400 | 1,583,078 | | Jonathan Baldwin | 2023 | 396,550 | 2,582,680 | 304,511 | — | 11,400 | 3,295,142 | | Executive Vice President, Government Solutions | 2022 | 273,942 | 1,100,006 | 187,858 | — | 10,871 | 1,572,677 | | Jonathan Keyser(5) | 2023 | 400,000 | 2,067,270 | 307,533 | 200,000(6) | 105,593 | 3,080,396 | | Executive Vice President and Chief Legal Officer | | | | | | | |

  77. 2023 Summary Compensation Table

    (1) Equity Awards includes the grant date value of the awards issued as part of the 5-Year LTIP. (2) Non-equity incentive plan compensation was earned for fiscal year 2023 under the Bonus Plan. (3) The following table discloses each item included in the “All Other Compensation” column.

  78. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Severance Payments | Company Safe- Harbor Contributions to 401(k) Plan($) | Relocation Expenses | Total ($) | | David Roberts | 2023 | - | 13,046* | - | 13,046 | | President and Chief Executive Officer | 2022 | - | 11,400 | - | 11,400 | | | 2021 | - | 11,600 | - | 11,600 | | Craig Conti | 2023 | - | 11,400 | 152,495 | 163,895 | | Executive Vice President and Chief Financial Officer | 2022 | - | 8,601 | - | 8,601 | | Steve Lalla | 2023 | - | 13,015* | - | 13,015 | | Executive Vice President, Commercial Services | 2022 | - | 11,400 | - | 11,400 | | | 2021 | - | 11,400 | - | 11,400 | | Jonathan Baldwin | 2023 | - | 11,400 | - | 11,400 | | Executive Vice President, Government Solutions | 2022 | - | 10,871 | - | 10,871 | | Jonathan Keyser | 2023 | - | 12,631 | 92,962 | 105,593 | | Executive Vice President and Chief Legal Officer | | | | | |

  79. 2023 Summary Compensation Table

    * Includes certain de minimus catch-up payments related to prior periods. (4) Pursuant to his executive employment agreement, Mr. Lalla was granted a one-time make-whole cash sign-on bonus of $100,000 as an inducement to join the Company. (5) Mr. Keyser first became a named executive officer in 2023. Mr. Keyser received a cash sign-on bonus of $200,000 pursuant to his executive employment agreement as an inducement to join the Company.

  80. 2023 Summary Compensation Table

    | 2024 PROXY STATEMENT | 39 |

  81. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers during 2023. Please see the “Outstanding Equity Awards at Fiscal Year-End” table below for additional information regarding the vesting parameters that are applicable to these awards.

  82. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or units(2) | All other option awards: Number of securities underlying options | Exercise or base price of option awards | Grant date fair value of stock and option awards(3) | | | | Threshold | Target | Max | Threshold | Target | Max | | | | | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($) | ($) | | David Roberts | | 312,500 | 625,000 | 937,500 | | | | | | | | | | 3/2/2023 | | | | 63,590 | 127,180 | 190,770 | 63,380 | | | 3,749,990 | | | 8/15/2023 | | | | 225,000 | 450,000 | 675,000 | — | | | 4,189,500 | | Craig Conti | | 176,250 | 470,000 | 528,750 | | | | | | | | | | 3/2/2023 | | | | 18,895 | 37,790 | 56,685 | 29,295 | | | 1,299,972 | | | 8/15/2023 | | | | 112,500 | 225,000 | 337,500 | — | | | 2,094,750 | | Steve Lalla | | 165,000 | 440,000 | 495,000 | | | | | | | | | | 3/2/2023 | | | | 15,988 | 31,976 | 47,964 | 24,788 | | | 1,099,972 | | | 8/15/2023 | | | | 92,500 | 185,000 | 277,500 | — | | | 1,722,350 | | Jonathan Baldwin | | 150,000 | 400,000 | 450,000 | | | | | | | | | | 3/2/2023 | | | | 14,534 | 29,069 | 43,603 | 22,535 | | | 999,980 | | | 8/15/2023 | | | | 85,000 | 170,000 | 255,000 | — | | | 1,582,700 | | Jonathan Keyser | | 140,000 | 400,000 | 420,000 | | | | | | | | | | 3/2/2023 | | | | 3,633 | 7,267 | 10,900 | 33,802(4) | 24,764(5) | 17.75 | 950,070 | | | 8/15/2023 | | | | 60,000 | 120,000 | 180,000 | — | | | 1,117,200 |

  83. Grants of Plan-Based Awards Table

    (1) Non-equity incentive compensation is subject to achievement of Company (and segment, as applicable) revenue and adjusted EBITDA targets and individual performance. (2) Each RSU represents a contingent right to receive one share of our Class A Common Stock. RSUs vest in four equal annual installments beginning on March 2, 2024, unless otherwise stated in the participant's grant documentation. Vested shares will be delivered on each settlement date. (3) The grant date fair value of the RSUs is $17.75 per unit, the fair market value of our Class A Common Stock on March 2, 2023. The grant date fair value of the PSUs is calculated in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the PSUs reported, please see Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (4) The RSUs granted to Mr. Keyser on March 2, 2023 are comprised of two awards pursuant to his executive employment agreement as an inducement to join the Company. The first award, for 25,352 RSUs vests in three (3) equal annual installments beginning on March 2, 2024, and the second award, for 8,450 RSUs vests in four (4) equal annual installments beginning on March 2, 2024. Mr. Keyser was granted 24,764 stock options pursuant to his executive employment agreement as an inducement to join the Company.

  84. Grants of Plan-Based Awards Table

    | 2024 PROXY STATEMENT | 40 |

  85. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. All awards were granted under our 2018 Plan.

  86. Outstanding Equity Awards as of December 31, 2023

    | | | | Option Awards | | | | Restricted Stock Awards | | Performance Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | David Roberts | 3/5/2020 | 3/5/2021 | — | 51,498 | 12.62 | 3/5/2030 | — | — | — | — | | | 3/5/2020 | 3/5/2021 | — | — | — | — | 9,569 | 220,374 | — | — | | | 3/17/2021 | 3/4/2022 | 38,760 | 116,280 | 13.69 | 3/4/2031 | — | — | — | — | | | 3/17/2021 | 3/4/2022 | — | — | — | — | 18,262 | 420,574 | — | — | | | 3/17/2021 | 3/4/2024 | — | — | — | — | — | — | 62,578 | 1,441,171 | | | 5/11/2022 | 3/3/2023 | 45,180 | 180,723 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 3/3/2023 | — | — | — | — | 48,318 | 1,112,764 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 57,766 | 1,330,351 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 63,380 | 1,459,641 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 127,180 | 2,928,955 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 450,000 | 10,363,500 | | Craig Conti | 5/11/2022 | 5/11/2023 | — | 44,844 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 80,531(3) | 1,854,629 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 19,255 | 443,443 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 29,295 | 674,664 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 37,790 | 870,304 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 225,000 | 5,181,750 | | Steve Lalla | 3/18/2021 | 3/4/2022 | — | 24,806 | 13.69 | 3/4/2031 | — | — | — | — | | | 3/18/2021 | 3/4/2022 | — | — | — | — | 12,418 | 285,987 | — | — | | | 3/18/2021 | 3/4/2024 | — | — | — | — | — | — | 15,019 | 345,888 | | | 5/11/2022 | 3/3/2023 | 405 | 45,586 | 13.97 | 5/11/2032 | — | | | | | | 5/11/2022 | 3/3/2023 | — | — | — | — | 16,107 | 370,944 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 19,255 | 443,443 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 24,788 | 570,868 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 31,976 | 736,407 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 185,000 | 4,260,550 | | Jonathan Baldwin | 5/11/2022 | 5/11/2023 | 10,463 | 41,854 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 32,749 | 754,209 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 13,479 | 310,421 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 22,535 | 518,981 | - | - | | | 3/2/2023 | 3/2/2026 | — | — | — | — | ` | — | 29,069 | 669,459 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 170,000 | 3,915,100 | | Jonathan Keyser | 3/2/2023 | 3/2/2024 | — | 24,764(6) | 17.75 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 33,802(7) | 778,460 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 7,267 | 167,359 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 120,000 | 2,763,600 |

  87. Outstanding Equity Awards as of December 31, 2023

    (1) Each RSU represents a contingent right to receive one share of our Class A Common Stock. RSUs vest in four equal annual installments beginning on the vesting commencement date set forth in the table. Vested shares will be delivered on each settlement date. (2) The aggregate dollar value of the RSUs is based on $23.03 per unit, the fair market value of our Class A Common Stock on December 31, 2023. (3) The RSUs granted to Mr. Conti on May 11, 2022 are comprised of two awards pursuant to his executive employment agreement as an inducement to join the Company. One award was for 21,475 RSUs subject to annual time-based vesting of 25% increments on each of the first four anniversaries of the grant date. The second award was for 128,848 RSUs subject to annual time-based vesting of 50% increments on each of the first two anniversaries of the grant date. (4) The amounts in this column represent PSUs with service- and performance-based vesting requirements, which, as of December 31, 2023, have not been satisfied. (5) The aggregate dollar value of the PSUs is based on $23.03 per unit, the fair market value of our Class A Common Stock on December 31, 2023. Mr. Keyser was granted 24,764 stock options pursuant to his executive employment agreement as an inducement to join the Company.

  88. Outstanding Equity Awards as of December 31, 2023

    | 2024 PROXY STATEMENT | 41 |

  89. Outstanding Equity Awards as of December 31, 2023

    The RSUs granted to Mr. Keyser on March 2, 2023 are comprised of two awards pursuant to his executive employment agreement as an inducement to join the Company. The first award, for 25,352 RSUs vests in three (3) equal annual installments beginning on March 2, 2024, and the second award, for 8,450 RSUs vests in four (4) equal annual installments beginning on March 2, 2024.

  90. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between executive compensation actually paid and our financial performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, see the section titled “Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. TSR has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  91. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) ($) | Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | Net Income (millions) ($) | Company-Selected Measure(7) (millions) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 9,205,894 | 17,174,992 | 3,604,195 | 5,512,630 | 164.62 | 118.52 | 57.00 | 371.5 | | 2022 | 4,253,168 | 3,980,694 | 1,922,602 | 1,580,113 | 98.86 | 100.28 | 92.50 | 338.5 | | 2021 | 3,469,301 | 5,242,754 | 1,189,717 | 1,237,959 | 110.29 | 120.19 | 41.40 | 270.9 | | 2020 | 2,573,773 | 1,742,958 | 754,473 | 212,634 | 95.93 | 124.60 | (4.60) | 181.8 |

  92. Pay versus Performance

    (1) Our PEO for each of 2023, 2022, 2021 and 2020 was David Roberts. The non-PEO named executive officers included in the compensation columns above reflect the following: 2023 – Craig Conti, Steve Lalla, Jonathan Baldwin and Jonathan Keyser, 2022 – Craig Conti, Steve Lalla, Norman (Adam) Blake, Jonathan Baldwin, Patricia Chiodo and Rebecca Collins, 2021 – Steve Lalla, Norman (Adam) Blake, Patricia Chiodo, Rebecca Collins, Garrett Miller and Mark Talbot, 2020 – Patricia Chiodo, Rebecca Collins, Vincent Brigidi and Garrett Miller. (2) Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for RSUs, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for PSUs, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (3) for stock options, a Black-Scholes value as of the applicable year-end or vesting date(s), determined using methodologies that are consistent with the original valuation assumptions upon grant, the circumstances of the grant at the measurement date, and other relevant factors under United States generally accepted accounting principles. For the portion of “Actually Paid” compensation that is based on year-end stock prices, a price of $23.03 was used as of December 31, 2023. Option valuations for 2023 assumed an expected life between 1.3 and 4.3 years. Option and PSU valuations for 2023 assumed an expected volatility between 19% and 43% and a risk-free rate between 3.4% and 5.3%. All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at grant. These methodologies are consistent with the principles in ASC 718. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below.

  93. Pay versus Performance

    | 2024 PROXY STATEMENT | 42 |

  94. Pay versus Performance

    The dollar amounts reported in the column “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. No equity incentive awards were modified in 2021, 2022 or 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation (as shown in the Summary Compensation Table) for the most recent year to determine the compensation actually paid:

  95. Pay versus Performance

    | Year | 2023 | | | | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total ($) | 9,205,894 | 3,604,195 | | Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year ($) | (7,939,490) | (2,716,748) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | 10,936,887 | 3,719,060 | | Plus: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | 4,198,932 | 800,121 | | Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | 772,769 | 106,002 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested during the Fiscal Year | - | - | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during the Fiscal Year | - | - | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | - | - | | Compensation Actually Paid ($) | 17,174,992 | 5,512,630 |

  96. Pay versus Performance

    (5) Cumulative TSR represents the cumulative return on a fixed investment of $100 in our Class A Common Stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year in the table, assuming reinvestment of dividends. We have never declared or paid cash dividends on our capital stock. (6) Our peer group as reflected in the stock performance graph in our 2020, 2021, 2022 and 2023 Forms 10-K is the S&P Composite 1500 Data Processing & Outsourced Services Index. (7) Our Company-Selected Measure is Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is calculated as net income adjusted to exclude net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further excludes certain non-cash expenses and other transactions that management believes are not indicative of our ongoing operating performance. EBITDA and adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities. Please see the discussion in the section above entitled "Annual Incentive Program" for additional information related to adjusted EBITDA.

  97. Compensation Actually Paid (“CAP”) versus TSR

    Compensation Actually Paid (“CAP”) versus TSR The following graph compares the amount of compensation actually paid to Mr. Roberts and the average amount of compensation actually paid to our other named executive officers as a group (excluding Mr. Roberts) to our TSR over the applicable periods. CAP vs Company TSR

  98. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income The following graph compares the amount of compensation actually paid to Mr. Roberts and the average amount of compensation actually paid to our other named executive officers as a group (excluding Mr. Roberts) to our net income over the applicable periods. CAP vs. Net Income ($M)

  99. Compensation Actually Paid versus Company Selected Measure

    Compensation Actually Paid versus Company Selected Measure The following graph compares the amount of compensation actually paid to Mr. Roberts and the average amount of compensation actually paid to our other named executive officers as a group (excluding Mr. Roberts) to adjusted EBITDA, our company selected measure of over the applicable periods. Company TSR vs Peer TSR CAP vs. Company Selected Measure

  100. Compensation Actually Paid versus Company Selected Measure

    | 2024 PROXY STATEMENT | 45 |

  101. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, we are providing the information below regarding the ratio of the annual total compensation of our median compensated employee to that of our Chief Executive Officer (the “CEO Pay Ratio”).

  102. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio The ratio of Mr. Roberts’ annual total compensation for 2023 to the median employee annual total compensation, determined as described above, was approximately 146:1.

  103. 2023 CEO Pay Ratio

    | 2024 PROXY STATEMENT | 46 |

  104. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides additional information about the value realized by our named executive officers on stock option award exercises, RSUs vesting and PSUs vesting during the fiscal year ended December 31, 2023.

  105. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | Performance Awards | | | Name | Number of Shares acquired on exercise (#) | Value Realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting(2) ($) | Number of shares acquired on vesting (#) | Value on realized vesting(3) ($) | | David Roberts | 193,252 | 1,428,120 | 34,805 | 616,745 | 79,215 | 1,403,690 | | Craig Conti | 14,947 | 77,315 | 69,792 | 1,215,079 | -- | -- | | Steve Lalla | 39,461 | 141,561 | 11,577 | 205,144 | -- | -- | | Jonathan Baldwin | -- | -- | 10,916 | 190,048 | -- | -- | | Jonathan Keyser | -- | -- | -- | -- | -- | -- |

  106. Option Exercises and Stock Vested Table

    (1) The value realized on exercise of stock options is the difference between the market price of the underlying securities at exercise and the exercise or base price of the options. (2) The value realized on the vesting of RSUs is the closing price of our Class A Common Stock on the vesting date, multiplied by the number of shares vested. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy minimum tax withholding obligations. (3) The value realized on the vesting of PSUs is the closing price of our Class A Common Stock on the vesting date, multiplied by the number of shares vested. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy minimum tax withholding obligations.

  107. Vesting of Outstanding Equity Awards upon Termination or Change in Control

    Vesting of Outstanding Equity Awards upon Termination or Change in Control RSUs RSUs granted to our named executive officers since 2023 provide that each award may be assumed or substituted on an equivalent basis by the acquiring company upon a change in control (as defined in the 2018 Plan). If the acquiring company does not do so, the outstanding RSUs are accelerated and fully vested provided that the recipient’s service has not terminated prior to the date of the change in control. If the acquiring company does assume or substitute the awards on an equivalent basis, then full-accelerated vesting of the awards is limited to circumstances in which, during the period from 90 days before through one year after a change in control, the recipient’s employment is terminated without cause or the recipient resigns for good reason, provided that such recipient execute a release in our favor. PSUs and 5-Year LTIP Awards (Change in Control) PSUs and the 5-Year LTIP awards granted to our named executive officers since 2023 provide that each award may be assumed or substituted on an equivalent basis by the acquiring company upon a change in control. If the acquiring company does not do so, the vesting of the applicable PSUs is accelerated equal to an amount that would have vested based on the actual level of achievement of the performance criteria as of the date of the change in control (calculated as provided in the applicable award agreement), provided that the recipient’s service has not terminated prior to the date of the change in control. If the acquiring company does assume or substitute the awards on an equivalent basis, then accelerated vesting of the awards is limited to circumstances in which, during the period from 90 days before through (i) one year after a change in control for PSUs, or (ii) August 15, 2028 for 5-Year LTIP awards, the recipient’s employment is terminated without cause or the recipient resigns for good reason. In such a scenario, the vesting of the applicable PSUs is accelerated equal to an amount that would have vested based on the actual level of achievement of the performance criteria as of either (a) the date of the change in control (for pre-change-in-control periods) or (b) the date of termination or resignation (for post-change-in-control periods), as applicable (calculated as provided in the applicable award agreement), provided that such recipient execute a release in our favor. 5-Year LTIP Awards (Termination without Cause) Additionally, the 5-Year LTIP awards provide for vesting following a termination of a recipient’s employment by Verra Mobility for reasons other than “Cause” or death or “Disability”; provided that such involuntary termination occurs more than 24 months after the grant date and on a date that is not within 90 days of an applicable measurement date. Upon an involuntary termination in the applicable window, the 5-Year LTIP awards will vest based on the actual level of achievement of the during the next applicable measurement date after the date of involuntary termination (calculated as provided in the applicable award agreement).

  108. Vesting of Outstanding Equity Awards upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 49 |

  109. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table provides information regarding the potential payments upon termination without Cause or for Good Reason, or change in control, as applicable, which would have been paid to each named executive officer in the event he had been terminated as of December 31, 2023, the last business day of fiscal year 2023. All payments in connection with any such termination will comply with Section 409A of the Code, to the extent Section 409A applies. The actual amounts to be paid out can only be determined at the time of such executive’s separation.

  110. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or Resignation for Good Reason | Termination without Cause or Resignation for Good Reason with Change in Control | Awards Not Assumed in Connection with Change in Control | Death/ Disability(6) | | David Roberts | | | | | | Cash Payment($)(1) | 2,500,000 | 2,500,000 | — | — | | Benefits($)(2) | 39,806 | 39,806 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,459,641 | 1,459,641 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 13,292,455 | 13,292,455 | 3,454,500 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Craig Conti | | | | | | Cash Payment($)(1) | 822,500 | 822,500 | — | — | | Benefits($)(2) | 6,599 | 6,599 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 674,664 | 674,664 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 6,052,054 | 6,052,054 | 1,727,250 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Steve Lalla | | | | | | Cash Payment($)(1) | 770,000 | 770,000 | — | — | | Benefits($)(2) | 17,834 | 17,834 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 570,868 | 570,868 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 4,996,957 | 4,996,957 | 1,420,168 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Baldwin | | | | | | Cash Payment($)(1) | 700,000 | 700,000 | — | — | | Benefits($)(2) | 20,641 | 20,641 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 518,981 | 518,981 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 4,584,559 | 4,584,559 | 1,305,018 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Keyser | | | | | | Cash Payment($)(1) | 680,000 | 680,000 | — | — | | Benefits($)(2) | — | — | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 778,460 | 778,460 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 2,930,959 | 2,930,959 | 921,200 | | Acceleration of Vesting of Options($)(5) | — | 130,754 | 130,754 | — |

  111. Potential Payments upon Termination or Change in Control

    (1) Assumes a termination date of December 31, 2023, and is based on the executive’s salary and target bonus in effect at such date. (2) Reflects the cost related to the continuation of the executive’s health benefits for the period specified. (3) The value of RSUs shown is determined by multiplying the number of shares that would vest as of December 31, 2023 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2023. (4) The value of PSUs/5-Year LTIP awards shown is determined by multiplying the number of units (at target level) that would vest as of December 31, 2023 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2023. (5) The value of options shown is based on the excess of the closing price of one share of Class A Common Stock on December 31, 2023 over the exercise price of such options, multiplied by the number of unvested stock options held by the named executive officer. Pursuant to the Executive Employment Agreements, upon death or disability, executives receive accrued but unpaid salary through the date of termination, any unreimbursed business expenses incurred and payable in accordance with our standard expense reimbursement policies, and (iii)

  112. Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 50 |

  113. Potential Payments upon Termination or Change in Control

    benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which executive was a participant in accordance with applicable law and the provisions of such plan. Additionally, the 5-Year LTIP awards provide for vesting upon the death or disability of a recipient equal to the amount that will vest based on the actual level of achievement during the next applicable measurement date after the date of death or disability (calculated as provided in the applicable award agreement).

  114. Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 51 |

  115. Potential Payments upon Termination or Change in Control

    | Equity Compensation Plan Information |