DEF 14A of Verra Mobility Corp, Apr 8, 2025

DEF 14A of Verra Mobility Corp

Filed Apr 8, 2025 · FY20240000950170-25-052072

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 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.

  2. Proposal 1: Election of Class I Directors

    Proposal 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: ▪ Class I directors: Douglas Davis and Cynthia Russo, 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 2028 and until their successors have been duly elected, or if sooner, until their death, resignation or removal; ▪ Class II directors: Patrick J. 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 terms 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.

  3. BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    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:

  4. BOARD OF DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Position/Office Held with Verra Mobility Corporation | | Class I directors for election at the Annual Meeting: | | | | Cynthia Russo(1)(2) | 55 | Director, Director Nominee | | Douglas Davis(2)(3) | 63 | Director, Director Nominee, Chairman of our Compensation Committee | | Class II directors whose terms expire at the annual meeting of stockholders in 2026: | | | | Patrick J. Byrne(1) | 64 | Director, Chairman of our Board | | John Rexford(1)(3) | 68 | Director, Chairman of our Audit Committee | | David Roberts | 54 | Director, President and Chief Executive Officer | | Class III directors whose terms expire at the annual meeting of stockholders in 2027: | | | | Michael Huerta(3) | 68 | Director, Chairman of our Nominating and Corporate Governance Committee | | Raj Ratnakar(2) | 57 | Director |

  5. 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.

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

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

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

    | | Douglas Davis | | | | Director Since: 2019 Age: 63 | Committee: • Compensation • Nominating and Corporate Governance |

  8. 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.

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

    | 2025 PROXY STATEMENT | 11 |

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

    | | Cynthia Russo | | | | Director Since: 2019 Age: 55 | Committees: • Audit • Compensation |

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

    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.

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

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

    | | Patrick J. Byrne | | | | Chairman of the Board Director Since: 2020 Age: 64 | Committees: • Audit |

  14. 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,

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

    | 2025 PROXY STATEMENT | 12 |

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

    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.

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

    | | John Rexford | | | | Director Since: 2018 Age: 68 | Committees: • Audit • Nominating and Corporate Governance |

  18. 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.

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

    | | David Roberts | | | | Director Since: 2018 Age: 54 | President and Chief Executive Officer |

  20. 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. 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.

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

    | 2025 PROXY STATEMENT | 13 |

  22. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  23. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | Michael Huerta | | | | Director Since: 2021 Age: 68 | Committees: • Nominating and Corporate Governance |

  24. 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.

  25. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | Raj Ratnakar | | | | Director Since: 2024 Age: 57 | Committees: • Compensation |

  26. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    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.

  27. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | 2025 PROXY STATEMENT | 14 |

  28. Non-Employee Director Compensation

    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.

  29. 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 |

  30. 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) Annual equity awards with a grant date fair value of approximately $170,000 were granted in May 2024. 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 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.

  31. Non-Employee Director Compensation

    | 2025 PROXY STATEMENT | 15 |

  32. Non-Employee Director Compensation

    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."

  33. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Patrick J. Byrne | 152,500 | 169,989 | 322,489 | | Douglas Davis | 86,500 | 169,989 | 256,489 | | Michael Huerta | 75,000 | 169,989 | 244,989 | | John Rexford | 91,500 | 169,989 | 261,489 | | Cynthia Russo | 82,500 | 169,989 | 252,489 | | Raj Ratnakar | 65,000 | 169,989 | 234,989 |

  34. Non-Employee Director Compensation

    (1) Amounts shown in this column reflect the total cash retainer earned by each director for Board and committee service during fiscal year 2024. (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 2024, 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, 2024. 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 6,229 RSUs awarded to Patrick J. Byrne, Douglas Davis, Michael Huerta, Raj Ratnakar, John Rexford and Cynthia Russo on May 21, 2024 is based on $27.29 per unit, the fair market value of our Class A Common Stock on May 21, 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.

  35. Non-Employee Director Compensation

    | 2025 PROXY STATEMENT | 16 |

  36. Non-Employee Director Compensation

    | Proposal 2 : Advisory Vote to Approve Executive Compensation |

  37. COMPENSATION ELEMENTS

    | Element | Description | Primary Objectives | | Base Salary | Fixed Compensation: Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance, and experience. Size reflects role responsibility and market benchmarking against our peer group. | Attraction and retention | | Short-Term Incentive | Variable Compensation: Annual Incentive Plan with target award amounts for each executive officer, reflective of market practice and expressed as a percentage of base salary. Actual cash payouts are formulaic and linked to achievement of consolidated and business unit annual revenue and Adjusted EBITDA goals, as well as individual performance. | Drive pay for performance by incentivizing and rewarding business outcomes and individual performance Motivate accomplishment of short-term objectives | | Long-Term Incentive | Variable Compensation: Long-Term Incentive Plan opportunity is based on market practices, which include competitive benchmarking, role responsibility, retention objectives, and long-term individual impact. Our named executive officers received annual equity awards during 2024, comprised of a combination of 70% PSUs and 30% RSUs for our Chief Executive Officer, and 60% PSUs and 40% RSUs for our other named executive officers. RSUs vest over four years in equal installments. PSUs vest three years from the grant date and are based on the achievement of challenging milestones based on our three-year relative TSR performance. | Align with stockholder interests Attract and retain key talent |

  38. 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. 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): ▪ our compensation philosophy, guiding principles, objectives and policies; ▪ amounts and compensation structures for executives; ▪ annual and long-term incentive targets and performance goals aligned with our short- and long-term Company 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.

  39. 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 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.

  40. Competitive Market Information

    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.

  41. 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 | | |

  42. Competitive Market Information

    | 2025 PROXY STATEMENT | 33 |

  43. 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. This data is used to ensure a relevant sample for guiding pay decisions.

  44. Annual Incentive Program

    Annual Incentive 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.

  45. Annual Incentive Program

    | 2025 PROXY STATEMENT | 34 |

  46. Annual Incentive Program

    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:

  47. Annual Incentive Program

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

  48. 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 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.

  49. 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% |

  50. Annual Incentive Program

    | 2025 PROXY STATEMENT | 35 |

  51. Annual Incentive Program

    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.

  52. Annual Incentive Program

    | | Performance Metric Goals and Achievement ($MM) | | | | | | | Performance Metric | < Threshold | Threshold | Target | Maximum | 2024 Actual Performance(1) | Payout as a % of Target(2) | | Payout as a % of Target | 0% | 50% | 100% | 150% | | | | Consolidated | | | | | | | | Revenue | < $752.9 | $752.9 | $885.7 | $1,062.9 | $879.2 | 96.7% | | Adjusted EBITDA | < $354.7 | $354.7 | $417.3 | $500.7 | $401.6 | 86.7% | | Commercial Services Business Unit | | | | | | | | Revenue | < $344.7 | $344.7 | $405.5 | $486.6 | $407.7 | 102.5% | | Adjusted EBITDA | < $231.0 | $231.0 | $271.8 | $326.1 | $267.8 | 96.7% | | Government Solutions Business Unit | | | | | | | | Revenue | < $331.5 | $331.5 | $390.0 | $468.0 | $390.9 | 100.0% | | Adjusted EBITDA | < $111.2 | $111.2 | $128.9 | $157.1 | $121.7 | 86.7% | | Parking Solutions Business Unit | | | | | | | | Revenue | < $76.7 | $76.7 | $90.2 | $108.3 | $80.6 | 0% | | Adjusted EBITDA | < $14.7 | $14.7 | $17.3 | $20.8 | $12.2 | 0% |

  53. Annual Incentive Program

    (1) For purposes of calculating annual incentive plan payouts for fiscal year 2024, we increased 2024 Commercial Services and Government Solutions adjusted EBITDA by $1.5 million, and $1.8 million, respectively, to address non-recurring allocated corporate overhead expenses. (2) Payout as a percent of target was based on the performance inclusive of the adjustments to Commercial Services and Government Solutions as described above.

  54. 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.

  55. Long-Term Incentive Plan

    Long-Term Incentive Plan In 2024, 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 LTIP also aligns the interests of our named executive officers with those of the Company’s stockholders by establishing a strong link between stockholder value and executive compensation. Equity awarded to named executive officers in 2024 is weighted more heavily toward PSUs, further aligning the interest of our executives to the long-term interests of our stockholders. The equity mix granted to our Chief Executive Officer in 2024 was 70% PSUs and 30% RSUs, and our other named executive officers received an equity mix of 60% PSUs and 40% RSUs.

  56. Long-Term Incentive Plan

    | 2025 PROXY STATEMENT | 36 |

  57. Long-Term Incentive Plan

    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 1, 2024, we granted the following number of RSUs to our named executive officers: ▪ David Roberts – 52,447 RSUs; ▪ Craig Conti – 25,349 RSUs; ▪ Steve Lalla – 19,230 RSUs; ▪ Jonathan Baldwin – 17,482 RSUs; and ▪ Jonathan Keyser – 11,363 RSUs. 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 1, 2024, we granted the following number of PSUs to our named executive officers: ▪ David Roberts – 111,376 PSUs; ▪ Craig Conti – 34,606 PSUs; ▪ Steve Lalla – 26,252 PSUs; ▪ Jonathan Baldwin – 23,866 PSUs; and ▪ Jonathan Keyser – 15,513 PSUs. For the three-year period beginning in 2024, 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, intentionally targeting above median, 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.

  58. Long-Term Incentive Plan

    | 2025 PROXY STATEMENT | 37 |

  59. Long-Term Incentive Plan

    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:

  60. 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% |

  61. Long-Term Incentive Plan

    PSU Grant Payouts 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. We measured our total 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 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. Mr. Lalla’s 15,019 2021 PSUs earned a payout of 22,528 shares of Class A Common Stock. Our other named executive officers were not employed by the Company when the 2021 PSUs were granted.

  62. Long-Term Incentive Plan

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

  63. Five-Year Long-Term Incentive Program

    Five-Year Long-Term Incentive Program In August 2023, following extensive consideration, our compensation committee deemed it appropriate to establish the 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 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. 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.

  64. Five-Year Long-Term Incentive Program

    | 2025 PROXY STATEMENT | 38 |

  65. Five-Year Long-Term Incentive Program

    | 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. |

  66. Five-Year Long-Term Incentive Program

    Please see the “Employment, Severance and Change in Control Agreements” section below for additional information regarding termination and change in control terms for equity awards.

  67. Five-Year Long-Term Incentive Program

    | 2025 PROXY STATEMENT | 39 |

  68. Policies and Practices Regarding the Grant of Stock Options

    Policies and Practices Regarding the Grant of Stock Options The Company does not currently grant stock options, stock appreciation rights or similar option-like awards as part of its compensation program. In the past, the Company granted stock options under the 2018 Plan which represented 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, any stock options which have not vested prior to the participant’s

  69. Policies and Practices Regarding the Grant of Stock Options

    | 2025 PROXY STATEMENT | 40 |

  70. Policies and Practices Regarding the Grant of Stock Options

    termination of service are forfeited. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of equity compensation.

  71. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth all of the compensation earned by our named executive officers during fiscal years 2024, 2023 and 2022.

  72. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | David Roberts | 2024 | 663,459 | — | 4,397,315 | 488,328 | 13,800 | 5,562,902 | | President and Chief Executive Officer | 2023 | 616,913 | — | 7,939,490 | 636,445 | 13,046 | 9,205,894 | | | 2022 | 580,769 | — | 2,999,998 | 661,001 | 11,400 | 4,253,168 | | Craig Conti | 2024 | 481,565 | — | 1,404,243 | 354,092 | 11,054 | 2,250,954 | | Executive Vice President and Chief Financial Officer | 2023 | 465,369 | — | 3,394,722 | 369,522 | 163,895 | 4,393,508 | | | 2022 | 311,538 | 325,000(3) | 2,800,007 | 277,958 | 8,601 | 3,723,104 | | Steve Lalla | 2024 | 450,152 | — | 1,099,958 | 336,641 | 13,800 | 1,900,551 | | Executive Vice President, Commercial Services | 2023 | 435,379 | — | 2,822,322 | 377,018 | 13,015 | 3,647,734 | | | 2022 | 415,385 | — | 999,999 | 470,232 | 11,400 | 1,897,016 | | Jonathan Baldwin | 2024 | 410,773 | — | 999,979 | 289,805 | 13,800 | 1,714,357 | | Executive Vice President, Government Solutions | 2023 | 396,550 | — | 2,582,680 | 304,511 | 11,400 | 3,295,142 | | | 2022 | 273,942 | — | 1,100,006 | 187,858 | 10,871 | 1,572,677 | | Jonathan Keyser | 2024 | 410,769 | — | 650,005 | 296,595 | 13,800 | 1,371,169 | | Executive Vice President and Chief Legal Officer | 2023 | 400,000 | 200,000(4) | 2,067,270 | 307,533 | 105,593 | 3,080,396 |

  73. 2024 Summary Compensation Table

    (1) Non-equity incentive plan compensation was earned for fiscal year 2024 under the AIP. (2) The following table discloses each item included in the “All Other Compensation” column.

  74. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Severance Payments | Company Safe- Harbor Contributions to 401(k) Plan($) | Relocation Expenses | Total ($) | | David Roberts | 2024 | - | 13,800 | - | 13,800 | | President and Chief Executive Officer | 2023 | - | 13,046 | - | 13,046 | | | 2022 | - | 11,400 | - | 11,400 | | Craig Conti | 2024 | - | 11,054 | | 11,054 | | Executive Vice President and Chief Financial Officer | 2023 | - | 11,400 | 152,495 | 163,895 | | | 2022 | - | 8,601 | - | 8,601 | | Steve Lalla | 2024 | - | 13,800 | - | 13,800 | | Executive Vice President, Commercial Services | 2023 | - | 13,015 | - | 13,015 | | | 2022 | - | 11,400 | - | 11,400 | | Jonathan Baldwin | 2024 | - | 13,800 | - | 13,800 | | Executive Vice President, Government Solutions | 2023 | - | 11,400 | - | 11,400 | | | 2022 | - | 10,871 | - | 10,871 | | Jonathan Keyser | 2024 | - | 13,800 | - | 13,800 | | Executive Vice President and Chief Legal Officer | 2023 | - | 12,631 | 92,962 | 105,593 |

  75. 2024 Summary Compensation Table

    (3) Mr. Conti received a cash sign-on bonus of $325,000 pursuant to his executive employment agreement as an inducement to join the Company. Mr. Keyser received a cash sign-on bonus of $200,000 pursuant to his executive employment agreement as an inducement to join the Company.

  76. 2024 Summary Compensation Table

    | 2025 PROXY STATEMENT | 43 |

  77. 2024 Summary Compensation Table

    | Grants of Plan-Based Awards Table |

  78. 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 2024. 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.

  79. 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 | Grant date fair value of stock and option | | | | Threshold | Target | Max | Threshold | Target | Max | units(2) | awards(3) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | David Roberts | | 312,500 | 675,000 | 937,500 | | | | | | | | 3/1/2024 | | | | 63,590 | 127,180 | 190,770 | 52,448 | 4,397,315 | | Craig Conti | | 176,250 | 485,000 | 528,750 | | | | | | | | 3/1/2024 | | | | 17,303 | 34,606 | 51,909 | 23,350 | 1,404,243 | | Steve Lalla | | 165,000 | 453,000 | 495,000 | | | | | | | | 3/1/2024 | | | | 13,126 | 26,252 | 39,378 | 19,230 | 1,099,958 | | Jonathan Baldwin | | 150,000 | 414,000 | 450,000 | | | | | | | | 3/1/2024 | | | | 11,933 | 23,866 | 35,799 | 17,482 | 999,979 | | Jonathan Keyser | | 140,000 | 414,000 | 420,000 | | | | | | | | 3/1/2024 | | | | 7,756 | 15,513 | 23,269 | 11,364 | 650,005 |

  80. Grants of Plan-Based Awards Table

    (1) Non-equity incentive compensation is subject to achievement of Company (and business unit, 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 1, 2025, unless otherwise stated. Vested shares will be delivered on each settlement date. The grant date fair value of the RSUs is $22.88 per unit, the fair market value of our Class A Common Stock on March 1, 2024. 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, 2024.

  81. Grants of Plan-Based Awards Table

    | 2025 PROXY STATEMENT | 44 |

  82. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. All awards were granted under our 2018 Plan.

  83. Outstanding Equity Awards as of December 31, 2024

    | | | | Option Awards | | | | Restricted Stock Unit Awards | | Performance Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | David Roberts | 3/5/2020 | 3/5/2021 | — | — | 12.62 | 3/5/2030 | — | — | — | — | | | 3/5/2020 | 3/5/2021 | — | — | — | — | — | — | — | — | | | 3/17/2021 | 3/4/2022 | — | 38,760 | 13.69 | 3/4/2031 | — | — | — | — | | | 3/17/2021 | 3/4/2022 | — | — | — | — | 9,131 | 220,788 | — | — | | | 3/17/2021 | 3/4/2024 | — | — | — | — | — | — | — | — | | | 5/11/2022 | 3/3/2023 | 90,361 | 90,362 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 3/3/2023 | — | — | — | — | 32,212 | 778,886 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 86,094(6) | 2,081,764 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 47,535 | 1,149,396 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 162,816(7) | 3,936,887 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 177,750(8) | 4,297,995 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 111,376(9) | 2,693,072 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 52,448 | 1,268,193 | — | — | | Craig Conti | 5/11/2022 | 5/11/2023 | 14,948 | 44,844 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 21,972(5) | 531,283 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 28,698(6) | 693,909 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 10,738 | 259,645 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 48,379(7) | 1,169,798 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 88,875(8) | 2,148,998 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 24,844(9) | 600,719 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 25,350 | 612,963 | — | — | | Steve Lalla | 3/18/2021 | 3/4/2022 | 12,403 | 24,806 | 13.69 | 3/4/2031 | — | — | — | — | | | 3/18/2021 | 3/4/2022 | — | — | — | — | 6,209 | 150,134 | — | — | | | 5/11/2022 | 3/3/2023 | 15,465 | 30,121 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 3/3/2023 | — | — | — | — | 10,738 | 259,645 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 47,657(6) | 1,152,347 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 18,591 | 449,530 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 40,936(7) | 989,825 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 73,075(8) | 1,766,954 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 18,846(9) | 455,704 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 19,230 | 464,981 | — | — | | Jonathan Baldwin | 5/11/2022 | 5/11/2023 | 20,927 | 41,854 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 21,833 | 527,922 | — | — | | | 5/11/2022 | 3/3/2025 | — | — | — | — | — | — | 20,089(6) | 485,754 | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 16,902 | 408,690 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 37,214(7) | 899,838 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 67,150(8) | 1,623,687 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 17,133(9) | 414,286 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 17,482 | 422,715 | — | — | | Jonathan Keyser | 3/2/2023 | 3/2/2024 | 6,191 | 24,764(10) | 17.75 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 23,241(11) | 561,967 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 9,303(7) | 224,952 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 47,400(8) | 1,146,132 |

  84. Outstanding Equity Awards as of December 31, 2024

    (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 $24.18 per unit, the fair market value of our Class A Common Stock on December 31, 2024. (3) The amounts in this column represent PSUs with service- and performance-based vesting requirements, which, as of December 31, 2024, have not been satisfied. The aggregate dollar value of the PSUs is based on $24.18 per unit, the fair market value of our Class A Common Stock on December 31, 2024.

  85. Outstanding Equity Awards as of December 31, 2024

    | 2025 PROXY STATEMENT | 45 |

  86. Outstanding Equity Awards as of December 31, 2024

    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. (6) Represents the number of units each named executive officer would have received, respectively, as of December 31, 2024, for the PSUs granted in 2022 based on a relative total shareholder return factor of 149.04%, calculated as of December 31, 2024. The PSUs granted in 2022 had a measurement period of March 3, 2022 through March 3, 2025, and earned units vested and were delivered on March 3, 2025. (7) Represents the number of units each named executive officer would have received, respectively, as of December 31, 2024, for the PSUs granted in 2023 based on a relative total shareholder return factor of 128.02%, calculated as of December 31, 2024. The PSUs granted in 2023 have a measurement period of March 2, 2023 through March 2, 2026. (8) Represents the number of units each named executive officer would have received, respectively, as of December 31, 2024, for the 5-Year LTIP awards based on an annualized total shareholder return growth of 39.5%, calculated as of December 31, 2024. The 5-Year LTIP is comprised of three tranches, and the respective performance conditions necessary for vesting, as described above, are measured on August 15, 2026, August 15, 2027, and August 15, 2028, respectively. (9) Represents the number of units each named executive officer would have received, respectively, as of December 31, 2024, for the PSUs granted in 2024 based on a relative total shareholder return factor of 71.79%, calculated as of December 31, 2024. The PSUs granted in 2024 have a measurement period of March 1, 2024 through March 1, 2027. (10) Mr. Keyser was granted 24,764 stock options pursuant to his executive employment agreement as an inducement to join the Company. 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.

  87. Outstanding Equity Awards as of December 31, 2024

    | 2025 PROXY STATEMENT | 46 |

  88. 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.

  89. 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) | | 2024 | 5,562,902 | 4,434,413 | 1,809,258 | 1,606,897 | 172.84 | 126.45 | 31.40 | 401.6 | | 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 |

  90. Pay versus Performance

    (1) Our PEO for each of 2024, 2023, 2022, 2021 and 2020 was David Roberts. The non-PEO named executive officers included in the compensation columns above reflect the following: 2024 – Craig Conti, Steve Lalla, Jonathan Baldwin and Jonathan Keyser, 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 $24.18 was used as of December 31, 2024. Option valuations for 2024 assumed an expected life between 1.3 and 4.1 years. Option and PSU valuations for 2024 assumed an expected volatility between 28% and 43% and a risk-free rate between 4.1% and 4.7%. 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.

  91. Pay versus Performance

    | 2025 PROXY STATEMENT | 47 |

  92. 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, 2023 and 2024. 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:

  93. Pay versus Performance

    | Year | 2024 | | | | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total ($) | 5,562,902 | 1,809,258 | | Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year ($) | (4,397,315) | (1,038,546) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | 4,096,851 | 1,080,299 | | (Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | (626,301) | (337,090) | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | (201,723) | 92,976 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested during the Fiscal Year | - | - | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during the Fiscal Year | - | - | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | - | - | | Compensation Actually Paid ($) | 4,434,413 | 1,606,897 |

  94. Pay versus Performance

    (5) Cumulative TSR represents the cumulative return on a fixed investment of $100 in the Company’s 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, 2023 and 2024 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 represents our net income adjusted to exclude interest expense, net, income taxes, depreciation, amortization and certain non-cash and non-recurring items that management believes are not indicative of our ongoing operating performance. Adjusted EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities.

  95. 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. y TSR

  96. 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)

  97. 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

  98. Compensation Actually Paid versus Company Selected Measure

    | 2025 PROXY STATEMENT | 50 |

  99. Compensation Actually Paid versus Company Selected Measure

    | Pay Ratio Disclosure |

  100. 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”).

  101. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio The ratio of Mr. Roberts’ annual total compensation for 2024 to the median employee annual total compensation, determined as described above, was approximately 72:1.

  102. 2024 CEO Pay Ratio

    | 2025 PROXY STATEMENT | 51 |

  103. 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, 2024.

  104. 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 | 129,018 | 3,483,981 | 50,651 | 1,140,073 | 93,867 | 2,080,093 | | Craig Conti | -- | -- | 77,116 | 2,045,680 | -- | -- | | Steve Lalla | -- | -- | 17,775 | 402,222 | 22,528 | 499,220 | | Jonathan Baldwin | -- | -- | 16,549 | 422,633 | -- | -- | | Jonathan Keyser | -- | -- | 10,561 | 241,636 | -- | -- |

  105. 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.

  106. 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).

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

    | 2025 PROXY STATEMENT | 54 |

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

    Vesting Upon Death and Disability In February 2025, we adopted amendments to the 2018 Plan to provide for accelerated vesting of outstanding awards upon death or disability. Upon death or disability, a recipient's outstanding RSUs and unvested options vest in full. Our compensation committee also approved that PSUs outstanding upon death or disability will vest in proportion to the percent of the respective performance period completed under the applicable grant. 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).

  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, 2024, the last business day of fiscal year 2024. 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($)(1) | 2,700,000 | 2,700,000 | — | — | | Benefits($)(2) | 50,356 | 50,356 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 3,417,263 | 3,417,263 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 18,046,066 | 18,046,066 | 3,627,000 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Craig Conti | | | | | | Cash Payment($)(1) | 848,750 | 848,750 | — | — | | Benefits($)(2) | 6,599 | 6,599 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,403,891 | 1,403,891 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 7,656,621 | 7,656,621 | 1,813,500 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Steve Lalla | | | | | | Cash Payment($)(1) | 792,750 | 792,750 | — | — | | Benefits($)(2) | 17,834 | 17,834 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,324,290 | 1,324,290 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 6,346,839 | 6,346,839 | 1,491,084 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Baldwin | | | | | | Cash Payment($)(1) | 724,500 | 724,500 | — | — | | Benefits($)(2) | 20,641 | 20,641 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,359,327 | 1,359,327 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 5,716,491 | 5,716,491 | 1,370,184 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Keyser | | | | | | Cash Payment($)(1) | 703,800 | 703,800 | — | — | | Benefits($)(2) | 25,919 | 25,919 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 836,749 | 836,749 | — | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 3,452,420 | 3,452,420 | 967,200 | | Acceleration of Vesting of Options($)(5) | — | 159,233 | 159,233 | — |

  111. Potential Payments upon Termination or Change in Control

    (1) Assumes a termination date of December 31, 2024, and is based on the executive’s salary and target bonus in effect at such date. Reflects the cost related to the continuation of the executive’s health benefits for the period specified.

  112. Potential Payments upon Termination or Change in Control

    | 2025 PROXY STATEMENT | 55 |

  113. Potential Payments upon Termination or Change in Control

    The value of RSUs shown is determined by multiplying the number of shares that would vest as of December 31, 2024 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2024. (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, 2024 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2024. (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, 2024 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) 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

    | 2025 PROXY STATEMENT | 56 |

  115. Potential Payments upon Termination or Change in Control

    | Equity Compensation Plan Information |