DEF 14A of Verra Mobility Corp, Apr 6, 2026

DEF 14A of Verra Mobility Corp

Filed Apr 6, 2026 · FY20250001193125-26-143753

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, and in December 2025, our Board resolved to make no changes to the compensation amounts paid to non-employee directors for fiscal year 2026. Please refer to page 15 for additional information about compensation paid to our non-employee directors.

  2. Proposal 1: Election of Class II Directors

    Proposal 1: Election of Class II Directors Our Board has nominated each of Patrick J. Byrne, David M. Roberts, and John H. Rexford to serve, and each has agreed to stand for election at the Annual Meeting, as a Class II director to serve until the 2029 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 expire at the annual meeting 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 L. Davis and Cynthia A. Russo, whose terms 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 M. Roberts, and John H. Rexford, 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 2029 and until their successors have been duly elected, or if sooner, until their death, resignation or removal; and ▪ Class III directors: Michael P. 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 the age and positions held on our Board of each Class II director nominee and our other directors who will continue in office after the Annual Meeting, 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 whose terms expire at the annual meeting of stockholders in 2028: | | | | Cynthia A. Russo(1)(2) | 56 | Director | | Douglas L. Davis(2)(3) | 64 | Director, Chairman of our Compensation Committee | | Class II directors for election at the Annual Meeting: | | | | Patrick J. Byrne(1) | 65 | Director, Director Nominee, Chairman of our Board | | David M. Roberts | 55 | Director, Director Nominee, President and Chief Executive Officer | | John H. Rexford(1)(3) | 69 | Director, Director Nominee, Chairman of our Audit Committee | | Class III directors whose terms expire at the annual meeting of stockholders in 2027: | | | | Michael P. Huerta(3) | 69 | Director, Chairman of our Nominating and Corporate Governance Committee | | Raj Ratnakar(2) | 58 | 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 2029

    Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

  7. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    | | Patrick J. Byrne | | | | Chairman of the Board Director Since: 2020 Age: 65 | Committee: Audit |

  8. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    Patrick J. Byrne has served as a member of our Board since November 2020 and Chairman of the Board since 2022. Mr. Byrne also serves as chairman of the board of directors for Diebold Nixdorf (NYSE: DBD), GXO Logistics, Inc. (NYSE: GXO), and Stronvar Aerospace, since 2023, 2025, and 2025, respectively. 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 previously served as Senior Vice President of Operational Transformation at General Electric Company (NYSE: GE), from 2020 to 2024. He also 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

  9. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    | 2026 PROXY STATEMENT | 11 |

  10. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    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 Tektronix, 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 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.

  11. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    | | David M. Roberts | | | | Director Since: 2018 Age: 55 | President and Chief Executive Officer |

  12. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    David M. Roberts has served as a member of our Board and as Verra Mobility’s President and Chief Executive Officer since October 2018. In this capacity, Mr. Roberts established a high-performing company centered on consistent financial performance, market leadership, and a results-driven culture. Mr. Roberts previously served as the President and Chief Executive Officer of American Traffic Solutions (“ATS”) from May 2018 until October 2018 and he served as ATS’ Chief Operating Officer from 2014 to 2018. Since May 2024, Mr. Roberts has also served as director, and member of the nominating and governance committee, of HNI Corporation (NYSE: HNI). Prior to Verra Mobility, from 2012 to 2014, Mr. Roberts was the President and Chief Executive Officer of BillingTree, a multi-channel electronic payment platform company. Prior to joining BillingTree, from 2008 to 2012, Mr. Roberts was a Managing Director at Bank of America Merrill Lynch (NYSE: BAC), leading the Equity Plan Services business. Mr. Roberts joined Bank of America Merrill Lynch via its acquisition of Equity Methods, where he served as Chief Executive Officer. 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 on the Parent Advisory Board for Baylor University. Mr. Roberts earned an MBA from the University of Chicago Booth School of Business with concentrations in finance and strategy and a bachelor’s degree in business administration from Baylor University at the Hankamer School of Business. Mr. Roberts’ extensive Company and industry experience makes him well-qualified to serve as a member of our Board.

  13. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    | | John H. Rexford | | | | Director Since: 2018 Age: 69 | Committees: Audit Nominating and Corporate Governance |

  14. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    John H. 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 37 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

  15. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    | 12 | 2026 PROXY STATEMENT |

  16. Nominees for Election at the Annual Meeting Until the Annual Meeting of Stockholders to be Held in 2029

    finance experience and financial expertise make him well-qualified to serve as a member of our Board. OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS II DIRECTOR NOMINEES NAMED ABOVE TO ELECT THEM TO OUR BOARD.

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

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

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

    | | Michael P. Huerta | | | | Director Since: 2021 Age: 69 | Committee: Nominating and Corporate Governance |

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

    Michael P. 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 (the “FAA”) from 2013 to 2018. Before being named 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. (NASDAQ: CNDT). Mr. Huerta has served as an independent director of Delta Air Lines, Inc. (NYSE: DAL) since 2018, where he chairs the safety and security committee and is a member of the audit committee and the 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 degree 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.

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

    | | Raj Ratnakar | | | | Director Since: 2024 Age: 58 | Committee: Compensation |

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

    Raj Ratnakar has served as a member of our Board since February 2024. Mr. Ratnakar serves as an advisor for private equity firms, partnering with investing teams to pursue M&A targets and oversee portfolio company operating performance. Mr. Ratnakar previously served as Senior Vice President and Chief Strategy Officer of DuPont Corporation (NYSE: DD), a global multi-industrial, material science company, from 2019 to 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 2015 to 2019. Mr. Ratnakar’s previous experience also includes senior corporate leadership roles at Danaher and TE Connectivity (NYSE: TEL) and a 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 holds an MBA from The Wharton School, University of Pennsylvania, and a Master of Science 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.

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

    | 2026 PROXY STATEMENT | 13 |

  23. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

  24. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    | | Douglas L. Davis | | | | Director Since: 2019 Age: 64 | Committees: Compensation Nominating and Corporate Governance |

  25. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Douglas L. Davis has served as a member of our Board since June 2019. Mr. Davis has served as a director of Oshkosh Corporation (NYSE: OSK) since 2021, where he serves as the chairman of the human resources committee, and of Cerence Corporation (NASDAQ: CRNC) since 2022, 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 of Science 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.

  26. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    | | Cynthia A. Russo | | | | Director Since: 2019 Age: 56 | Committees: Audit Compensation |

  27. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Cynthia A. Russo has served as a member of our Board since June 2019. Ms. Russo has served as a director of PAR Technology Corporation (NYSE: PAR), a leading food service technology provider, since 2015, and Verifone, Inc., a global payments technology and commerce enablement company, since 2021. She serves as the audit committee chair and a member of the compensation committee at PAR, where she previously served as lead director from 2015 to 2019. Ms. Russo is also the audit committee chair at Verifone. Ms. Russo previously served as a director, audit committee chair, and compensation committee member for UserTesting, Inc. (NYSE: USER), an enterprise SaaS platform for customer experience and human‑insights testing, from February 2021 until its acquisition and take‑private transaction in January 2023. Ms. Russo currently serves as a CFO Operating Partner for K1 Investment Management at three portfolio companies: Simpro Holdings, Inc., a global SaaS platform for field service and trade operations (since November 2023); Panopto, Inc., a global, on-demand AI video learning platform for education institutions and enterprises (since December 2024); and Emporia Holdings, a technology platform supporting the resale industry with inventory and POS solutions (since December 2025). She previously served as a CFO Operating Partner for Canvas Solutions, Inc. (GoCanvas), a SaaS platform for field operations, inspections, and compliance workflows, from September 2023 until its sale in June 2024. Ms. Russo also served as Consulting Chief Financial Officer for Optoro, Inc., a technology solution for all stages of end-to-end retail returns lifecycle and reverse logistics, from March 2021 to September 2022, and served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NASDAQ: CVT), a cloud-based platform for meetings, events, and hospitality management, from September 2015 to September 2018. Earlier in her career, Ms. Russo served in a variety of senior financial leadership roles at MICROS Systems, Inc. (NASDAQ: MCRS), a global provider of enterprise software for hospitality and retail, including Executive Vice President and Chief Financial Officer, from April 2010 until the company’s acquisition by Oracle in September 2014. Ms. Russo holds a bachelor’s degree in business administration from James Madison University and

  28. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    | 14 | 2026 PROXY STATEMENT |

  29. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    is a Certified Public Accountant and Certified Internal Auditor. Her extensive financial accounting expertise, executive leadership experience, and operational and risk management background make her well-qualified to serve as a member of our Board.

  30. 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 a review of 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, which it last updated in December 2024. 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”), each 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 2025.

  31. Non-Employee Director Compensation

    | Cash(1) | | | Board member fee | $75,000 | | Chair fees(2) | | | Board of Directors | $90,000 | | Audit Committee | $25,000 | | Compensation Committee | $20,000 | | Nominating and Corporate Governance Committee | $15,000 | | Committee member fees | | | Audit Committee | $10,000 | | Compensation Committee | $7,500 | | Nominating and Corporate Governance Committee | $5,000 | | Equity | | | Director restricted stock unit grant(3) | $195,000 |

  32. 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. Annual equity awards with a grant date fair value of approximately $195,000 were granted in May 2025. 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.

  33. Non-Employee Director Compensation

    | 2026 PROXY STATEMENT | 15 |

  34. 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, 2025. 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 “2025 Summary Compensation Table.”

  35. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Patrick J. Byrne | 176,069 | 194,989 | 371,058 | | Douglas L. Davis | 100,000 | 194,989 | 294,989 | | Michael P. Huerta | 90,000 | 194,989 | 284,989 | | John H. Rexford | 105,000 | 194,989 | 299,989 | | Cynthia A. Russo | 92,500 | 194,989 | 287,489 | | Raj Ratnakar | 81,431 | 194,989 | 276,420 |

  36. Non-Employee Director Compensation

    (1) Amounts shown in this column reflect the total cash retainer earned by each non-employee director for Board and committee service during fiscal year 2025. (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 2025, 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 2025 Annual Report. 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 7,949 RSUs awarded to Patrick J. Byrne, Douglas L. Davis, Michael P. Huerta, Raj Ratnakar, John H. Rexford and Cynthia A. Russo on May 20, 2025 is based on $24.53 per unit, the fair market value of our Class A Common Stock on May 20, 2025. We currently reimburse our non-employee 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

    | 16 | 2026 PROXY STATEMENT |

  38. Non-Employee Director Compensation

    | Proposal 2: Advisory Vote to Approve Executive Compensation |

  39. Compensation Philosophy and Objectives

    | Element | Approach | | Pay for Performance | A significant portion of pay for our named executive officers is at-risk and tied to performance objectives that align total compensation with the Company’s long-term sustainable growth strategy, annual financial objectives, and stockholder return. At-risk compensation includes short-term cash incentives and long-term performance-based equity incentives. | | Align with Stockholders | Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We remain committed to a culture of shared success through long-term equity awards. Our governance practices enable us to effectively administer our equity incentives. | | Drive Sustainable Growth | We leverage our compensation programs to invest in and reward top talent to drive the Company’s long-term growth, while ensuring executives are held accountable to our strategic objectives. We incentivize our executive officers to make decisions that foster lasting value creation. Our compensation programs encourage executives to focus on strategies that support innovation, operational efficiency, and sustainable long-term growth. | | Reflects a Balanced Mix | Executive total target direct compensation is delivered through a combination of cash incentives offered as base pay and short-term cash incentive, and equity incentives offered as long-term compensation divided between performance share units (“PSUs”) and RSUs, with greater emphasis on PSUs. | | Long-Term Talent Retention | Long-term equity represents a significant component of our executives’ compensation, providing incentive for long-term retention and sustained high performance. | | Ensure Competitive Attraction | Our compensation programs are designed to attract, reward, and retain talented and highly qualified executive officers whose impact and experience are critical to our success. We use market-based pay information to align each executive officer’s compensation to their positions, responsibilities, and impact. |

  40. 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. ▪ Moderate increases to target cash compensation for 2025. Target cash compensation increases for our named executive officers were made in February 2025 and ranged from 2% to 10%. Mr. Keyser's total cash compensation was increased in September 2025 for retention purposes and to reflect market-based adjustments, effective as of September 19, 2025. ▪ Fiscal year 2025 business segment and consolidated financial results exceeded revenue targets under the Verra Mobility Corporation Annual Incentive Plan (the “AIP”) and reflected strong overall performance against key financial metrics. The AIP for fiscal year 2025 was based on Company and business segment revenue and Adjusted EBITDA performance, as well as individual objectives. Our business segments achieved approximately 90% of their Adjusted EBITDA (i.e., segment profit) targets and an average of 120% of revenue targets. On a consolidated basis, Adjusted EBITDA was 85% of target and revenue was 125% of target. ▪ 2025 long-term incentive awards to named executive officers were majority performance-based. Our long-term incentive awards consist of a mix of RSUs and PSUs based on relative total stockholder return (“TSR”), which are both intended to strengthen the alignment between pay outcomes and our financial performance while aligning the interests of our executives to those of our stockholders. 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. Executives hired mid-year typically receive a sign-on grant of RSUs and participate in PSUs beginning with the first full annual grant cycle following their hire. 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.

  41. 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 segment 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 ("LTIP") 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 2025, 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 |

  42. 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.

  43. 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 2025. Semler Brossy was engaged to assist our compensation committee with a variety of tasks related to 2025 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, and understanding and responding to market compensation trends. Semler Brossy reports directly to the compensation committee, regularly participates in committee meetings, advises the compensation committee on compensation trends and market competitiveness, and assists with compensation program design. 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 2025 that would have prevented Semler Brossy from serving as an independent consultant to our compensation committee.

  44. Competitive Market Information

    Competitive Market Information Our compensation committee considered competitive market practices when setting total pay levels for 2025. 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 2025 compensation decisions, which reflected modest changes and meaningful expansion of the peer group used for 2024 decisions in order to maintain a more robust sample

  45. Competitive Market Information

    | 34 | 2026 PROXY STATEMENT |

  46. Competitive Market Information

    size and ensure that peer companies, on balance, continue to reflect comparable business and talent dynamics relative to Verra Mobility.

  47. Competitive Market Information

    | ACI Worldwide | EVERTEC, Inc. | Q2 Holdings | | Alarm.Com Holdings, Inc. | EVO Payments | Repay Holdings | | Aspen Technology | ExlService Holdings | Tyler Technologies | | Badger Meter | i3 Verticals | Vontier | | Blackbaud | Jack Henry & Associates | VSE | | Cerence | Manhattan Associates | Wex Inc. | | CSG Systems | OSI Systems | |

  48. 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.

  49. Base Salary

    Ms. Moser joined the Company on July 21, 2025. Ms. Moser's compensation was approved by the compensation committee in June 2025. (2) In February 2025, the compensation committee approved an annual salary of $430,000 for Mr. Keyser. In September 2025, the compensation committee approved an increase to Mr. Keyser's annual base salary from $430,000 to $450,000 to reflect market-based adjustments and support retention, effective as of September 19, 2025. (3) Mr. Lalla departed from the Company, effective July 30, 2025. See the “Employment, Severance and Change in Control Agreements” section below for information about severance paid to Mr. Lalla.

  50. Annual Incentive Program

    Annual Incentive Program We provide a cash-based AIP 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 and growth for our stockholders over time. In 2025, the AIP was designed to promote a pay-for-performance culture by linking short-term incentive compensation to the achievement of short-term goals, strategic objectives, and financial performance, with a focus on growth. During 2025, 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 2025 annual compensation review process with the compensation committee, the Committee approved the annual bonus targets for our named executive officers as follows:

  51. Annual Incentive Program

    | Name | Target Award % (% of Base Salary) | | David M. Roberts | 100% | | Craig C. Conti | 75% | | Stacey Moser(1) | 70% | | Jonathan Baldwin | 75% | | Jonathan Keyser(2) | 75% | | Steve Lalla(3) | 75% |

  52. Annual Incentive Program

    (1) Ms. Moser joined the Company on July 21, 2025. Ms. Moser's compensation was approved by the compensation committee in June 2025. (2) In September 2025, the compensation committee approved an increase to Mr. Keyser's annual incentive target from 70% to 75% to reflect market-based adjustments and support retention, effective as of September 19, 2025. (3) Mr. Lalla departed from the Company, effective July 30, 2025. Payment of awards under the AIP is determined through performance of three primary objectives:

  53. Annual Incentive Program

    | 36 | 2026 PROXY STATEMENT |

  54. Annual Incentive Program

    | Element | Objective | | Revenue Growth Focus | Revenue growth measured against plan-year targets for each of our business segments or at the consolidated corporate level (weighted at 60%). | | Profitability Discipline | Adjusted EBITDA measured against plan-year targets for each of our business segments or at the consolidated corporate level, reflecting a focus on cost discipline and operating efficiency (weighted at 40%). | | Forward-Looking Strategic Objectives | Strategic objectives consisting of individual and business segment goals aligned with the Company’s strategy and stockholder expectations. Performance against these qualitative objectives is evaluated at the end of the performance year and applied as a multiplier to encourage leadership performance above expectations. |

  55. Annual Incentive Program

    Business segment revenue is equivalent to the total revenue for each of our reportable segments, as reported in our 2025 Annual Report. Business segment Adjusted EBITDA is equivalent to segment profit for each of our reportable segments, as defined in our 2025 Annual Report. 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. Annual financial performance metrics are informed by the annual budgeting process and the Company’s long-range strategy and commitments, and the compensation committee believes that targets are set at challenging levels calibrated to drive stockholder value and Company growth long-term. Adjusted EBITDA 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 “Adjusted EBITDA” 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. The following chart outlines the design of the AIP and how AIP payouts are calculated for our named executive officers.

  56. Annual Incentive Program

    | 2026 PROXY STATEMENT | 37 |

  57. Annual Incentive Program

    Individual performance factors are recommended based on our Chief Executive Officer's evaluation of each executive, which considers corporate and business segment outcomes, as applicable, in addition to individual and strategic priorities for the fiscal year. The compensation committee suggests, and our Board 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 2025, individual performance outcomes awarded under the AIP for our named executive officers could range from 0% to 120%, consistent with the payout scale for the applicable financial performance factor. Achieving target performance generally requires exceeding prior-year results, as financial targets are set above the previous year’s performance. For 2025, the revenue growth target reflects an approximately 11% increase over 2024 results, and the Adjusted EBITDA target on a consolidated and business segment level reflects an approximately 3.5% increase over 2024 results. In evaluating the individual performance factor, the Chief Executive Officer also considers whether executives exceeded the year’s strategic objectives in order to receive payouts above target. To reinforce the Company’s expectations for high performance and meaningful impact, the compensation committee adopted an AIP payout design that provides limited variability for performance at or near target levels, while allowing payouts to accelerate as financial performance strengthens. The maximum payout under the plan for any executive is capped at 180%, taking into account all components. 2025 Annual Incentive Plan Awards for Named Executive Officers The tables below outline the 2025 performance metric goals and achievement for our named executive officers.

  58. Annual Incentive Program

    | | Performance Metric Goals and Achievement ($MM) | | | | | | | Performance Metric | < Threshold | Threshold | Target | Maximum | 2025 Actual Performance | Payout as a % of Target | | Payout as a % of Target | 0% | 50% | 100% | 150% | | | | Consolidated | | | | | | | | Revenue | < $840.0 | $840.0 | $933.3 | $1,400.0 | $979.1 | 125.0% | | Adjusted EBITDA | < $385.6 | $385.6 | $428.4 | $642.6 | $415.9 | 85.0% | | Commercial Services Business Segment | | | | | | | | Revenue | < $391.9 | $391.9 | $435.4 | $653.1 | $435.8 | 100.0% | | Adjusted EBITDA* | < $261.3 | $261.3 | $290.3 | $435.5 | $284.7 | 90.0% | | Government Solutions Business Segment | | | | | | | | Revenue | < $374.7 | $374.7 | $416.3 | $624.5 | $460.7 | 150.0% | | Adjusted EBITDA* | < $113.5 | $113.5 | $126.1 | $189.2 | $124.1 | 90.0% | | Parking Solutions Business Segment | | | | | | | | Revenue | < $73.4 | $73.4 | $81.6 | $122.4 | $82.6 | 105.0% | | Adjusted EBITDA* | < $10.8 | $10.8 | $12.0 | $18.0 | $11.8 | 90.0% |

  59. Annual Incentive Program

    * Business segment Adjusted EBITDA is the equivalent to segment profit for each of our reportable segments, as defined in our 2025 Annual Report.

  60. Annual Incentive Program

    | 38 | 2026 PROXY STATEMENT |

  61. Annual Incentive Program

    | Name and Principal Position | Annualized Base Pay | Target Incentive % | Financial Factor: Revenue (60% weighting) | Financial Factor: Adj. EBITDA (40% weighting) | Individual Performance Factor (multiplier) | Final AIP Payout | Overall Payout as % of Target | | David M. Roberts | $700,000 | 100% | 125% | 85% | 100% | $763,000 | 109.0% | | President and Chief Executive Officer | | | | | | | | | Craig C. Conti | $500,000 | 75% | 125% | 85% | 110% | $449,625 | 119.9% | | Executive Vice President, Chief Financial Officer | | | | | | | | | Stacey Moser(1) | $450,000 | 70% | 100% | 90% | 100% | $135,052 | 42.9% | | Executive Vice President, Commercial Services | | | | | | | | | Jonathan Baldwin | $430,000 | 75% | 150% | 90% | 110% | $446,985 | 138.6% | | Executive Vice President, Government Solutions | | | | | | | | | Jonathan Keyser | $450,000 | 75% | 125% | 85% | 120% | $441,450 | 130.8% | | Executive Vice President, Chief Legal Officer | | | | | | | | | Steve Lalla(2) | $460,000 | 75% | 100% | 90% | — | — | — | | Former Executive Vice President, Commercial Services | | | | | | | |

  62. Annual Incentive Program

    Ms. Moser joined the Company on July 21, 2025. Her bonus was pro-rated to reflect her time of service in 2025. Her overall payout as a percentage of target is reflective of her pro-rated compensation. (2) Mr. Lalla departed from the Company, effective July 30, 2025, and was therefore ineligible for AIP awards for fiscal year 2025.

  63. 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.

  64. Long-Term Incentive Plan

    Long-Term Incentive Plan In 2025, our compensation committee approved long-term incentive awards for our named executive officers consisting of RSUs and PSUs, designed to strengthen the alignment between pay outcomes and the Company’s financial performance. RSUs are intended to reward continued service and sustained stock performance, while PSUs represent a larger portion of the program to further align executive incentives with stockholder returns and the long-term performance of our stock. Equity awarded to named executive officers in 2025 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 2025 was 70% PSUs and 30% RSUs, and our other named executive officers received an equity mix of 60% PSUs and 40% RSUs.

  65. Long-Term Incentive Plan

    | 2026 PROXY STATEMENT | 39 |

  66. Long-Term Incentive Plan

    2025 Target Long-Term Incentives for Named Executive Officers On March 3, 2025, we granted the following RSUs and PSUs to our named executive officers:

  67. Long-Term Incentive Plan

    | | RSUs | | PSUs | | | Name and Principal Position | $ value | # of units | $ value | # of units | | David M. Roberts | 1,349,750 | 58,797 | 3,149,985 | 124,064 | | President and Chief Executive Officer | | | | | | Craig C. Conti | 659,985 | 28,745 | 989,981 | 38,991 | | Executive Vice President, Chief Financial Officer | | | | | | Stacey Moser | 649,986 | 27,004(1) | — | —(4) | | Executive Vice President, Commercial Services | | | | | | Jonathan Baldwin | 439,982 | 19,163 | 659,988 | 25,994 | | Executive Vice President, Government Solutions | | | | | | Jonathan Keyser | 579,988 | 24,966(2) | 419,976 | 16,541 | | Executive Vice President, Chief Legal Officer | | | | | | Steve Lalla | 439,982 | 19,163(3) | 659,988 | 25,994(3) | | Former Executive Vice President, Commercial Services | | | | |

  68. Long-Term Incentive Plan

    (1) Ms. Moser joined the Company on July 21, 2025 and received an onboarding grant on August 7, 2025, which vests in two equal annual installments beginning on August 7, 2026. (2) Mr. Keyser received an annual grant of 12,195 RSUs on March 3, 2025, which vest in four equal annual installments beginning on March 3, 2026, and a retention grant on October 30, 2025 of 12,771 RSUs, which vest in three equal annual installments beginning on September 19, 2026. (3) Mr. Lalla departed from the Company, effective July 30, 2025, and his remaining unvested equity was forfeited upon departure. (4) Ms. Moser was not employed by the Company when the 2025 PSUs were granted. 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. 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. For the three-year period beginning in 2025, 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.

  69. Long-Term Incentive Plan

    | 40 | 2026 PROXY STATEMENT |

  70. Long-Term Incentive Plan

    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. 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:

  71. 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% |

  72. Long-Term Incentive Plan

    PSU Grant Payouts for Named Executive Officers In 2022, we granted PSUs (the “2022 PSUs”) with a three-year performance period beginning on March 3, 2022 and ending on March 3, 2025. Based on our relative TSR of 79.12% during the performance period, the 2022 PSUs earned a payout of 150%. Our named executive officers earned the following payouts on the 2022 PSUs:

  73. Long-Term Incentive Plan

    | Name and Position | 2022 PSU Grant (in PSUs) | 2022 PSU Award Payout (in shares) | | David M. Roberts President and Chief Executive Officer | 57,766 | 86,649 | | Craig C. Conti Executive Vice President, Chief Financial Officer | 19,255 | 28,882 | | Jonathan Baldwin Executive Vice President, Government Solutions | 13,479 | 20,218 | | Steve Lalla Former Executive Vice President, Commercial Services | 19,255 | 28,882 |

  74. Long-Term Incentive Plan

    Our other named executive officers were not employed by the Company when the 2022 PSUs were granted. All award payouts were earned in Class A Common Stock.

  75. 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 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. Ms. Moser was not employed by the Company when the PSUs under the 5-Year LTIP were granted.

  76. Five-Year Long-Term Incentive Program

    | 2026 PROXY STATEMENT | 41 |

  77. Five-Year Long-Term Incentive Program

    David M. Roberts – 450,000 PSUs; ▪ Craig C. Conti – 225,000 PSUs; ▪ Jonathan Baldwin – 170,000 PSUs; ▪ Jonathan Keyser – 120,000 PSUs; and ▪ Steve Lalla – 185,000 PSUs(1). (1) Mr. Lalla departed from the Company, effective July 30, 2025, and his 5-Year LTIP PSUs were forfeited upon departure.

  78. 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”), 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. |

  79. Five-Year Long-Term Incentive Program

    | 42 | 2026 PROXY STATEMENT |

  80. 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.

  81. 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

  82. Policies and Practices Regarding the Grant of Stock Options

    | 2026 PROXY STATEMENT | 43 |

  83. 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.

  84. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth all of the compensation earned by our named executive officers during fiscal years 2025, 2024, and 2023.

  85. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | David M. Roberts | 2025 | 693,269 | — | 4,499,734 | 763,000 | 14,000 | 5,970,004 | | President and Chief Executive Officer | 2024 | 663,459 | — | 4,397,315 | 488,328 | 13,800 | 5,562,902 | | | 2023 | 616,913 | — | 7,939,490 | 636,445 | 13,046 | 9,205,894 | | Craig C. Conti | 2025 | 495,972 | — | 1,649,967 | 449,625 | 14,000 | 2,609,564 | | Executive Vice President, Chief Financial Officer | 2024 | 481,565 | — | 1,404,243 | 354,092 | 11,054 | 2,250,954 | | | 2023 | 465,369 | — | 3,394,722 | 369,522 | 163,895 | 4,393,508 | | Stacey Moser | 2025 | 181,731 | 100,000(4) | 649,986 | 135,052 | 9,538 | 1,076,308 | | Executive Vice President, Commercial Services | | | | | | | | | Jonathan Baldwin | 2025 | 425,692 | — | 1,099,970 | 446,985 | 14,000 | 1,986,647 | | Executive Vice President, Government Solutions | 2024 | 410,773 | — | 999,979 | 289,805 | 13,800 | 1,714,357 | | | 2023 | 396,550 | — | 2,582,680 | 304,511 | 11,400 | 3,295,142 | | Jonathan Keyser | 2025 | 430,308 | — | 999,964 | 441,450 | 9,449 | 1,881,171 | | Executive Vice President, Chief Legal Officer | 2024 | 410,769 | — | 650,005 | 296,595 | 13,800 | 1,371,169 | | | 2023 | 400,000 | 200,000(5) | 2,067,270 | 307,533 | 105,593 | 3,080,396 | | Steve Lalla(3) | 2025 | 299,312 | — | 1,099,970 | — | 243,387 | 1,642,669 | | Former Executive Vice President, Commercial Services | 2024 | 450,152 | — | 1,099,958 | 336,641 | 13,800 | 1,900,551 | | | 2023 | 435,379 | — | 2,822,322 | 377,018 | 13,015 | 3,647,734 |

  86. 2025 Summary Compensation Table

    (1) Non-equity incentive plan compensation was earned for fiscal year 2025 under the AIP. (2) The following table discloses each item included in the “All Other Compensation” column.

  87. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Severance Payments | Company Safe- Harbor Contributions to 401(k) Plan($) | Relocation Expenses | Total ($) | | David M. Roberts | 2025 | — | 14,000 | — | 14,000 | | President and Chief Executive Officer | 2024 | — | 13,800 | — | 13,800 | | | 2023 | — | 13,046 | — | 13,046 | | Craig C. Conti | 2025 | — | 14,000 | — | 14,000 | | Executive Vice President, Chief Financial Officer | 2024 | — | 11,054 | — | 11,054 | | | 2023 | — | 11,400 | 152,495 | 163,895 | | Stacey Moser | 2025 | — | 9,538 | — | 9,538 | | Executive Vice President, Commercial Services | | | | | | | Jonathan Baldwin | 2025 | — | 14,000 | — | 14,000 | | Executive Vice President, Government Solutions | 2024 | — | 13,800 | — | 13,800 | | | 2023 | — | 11,400 | — | 11,400 | | Jonathan Keyser | 2025 | — | 9,449 | — | 9,449 | | Executive Vice President, Chief Legal Officer | 2024 | — | 13,800 | — | 13,800 | | | 2023 | — | 12,631 | 92,962 | 105,593 | | Steve Lalla | 2025 | 229,387(6) | 14,000 | — | 243,387 | | Former Executive Vice President, Commercial Services | 2024 | — | 13,800 | — | 13,800 | | | 2023 | — | 13,015 | — | 13,015 |

  88. 2025 Summary Compensation Table

    (3) Mr. Lalla departed from the Company, effective July 30, 2025. Amounts paid to Mr. Lalla in 2025 reflect his compensation until his resignation. (4) Ms. Moser received a cash sign-on bonus of $100,000 pursuant to her executive employment agreement as an inducement to join the Company. (5) Mr. Keyser received a cash sign-on bonus of $200,000 pursuant to his executive employment agreement as an inducement to join the Company. Mr. Lalla received severance and continuation of benefits payments pursuant to his executive employment agreement. See the “Employment, Severance and Change in Control Agreements” section below for information about severance paid to Mr. Lalla.

  89. 2025 Summary Compensation Table

    | 46 | 2026 PROXY STATEMENT |

  90. 2025 Summary Compensation Table

    | Grants of Plan-Based Awards Table |

  91. 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 2025. Please see the “Outstanding Equity Awards as of December 31, 2025” table below for additional information regarding the vesting parameters that are applicable to these awards.

  92. 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 M. Roberts | | 312,500 | 700,000 | 1,050,000 | | | | | | | | 3/3/2025 | | | | 62,032 | 124,064 | 186,096 | 58,797 | 4,499,964 | | Craig C. Conti | | 187,500 | 375,000 | 562,500 | | | | | | | | 3/3/2025 | | | | 19,495 | 38,991 | 58,486 | 28,745 | 1,649,967 | | Stacey Moser(4) | | 157,500 | 315,000 | 472,500 | | | | | | | | 8/7/2025 | | | | | | | 27,004(5) | 649,986 | | Jonathan Baldwin | | 161,250 | 322,500 | 483,750 | | | | | | | | 3/3/2025 | | | | 12,997 | 25,994 | 38,991 | 19,163 | 1,099,970 | | Jonathan Keyser | | 168,750 | 337,500 | 506,250 | | | | | | | | 3/3/2025 | | | | 8,270 | 16,541 | 24,811 | 12,195 | 699,973 | | | 10/30/2025 | | | | | | | 12,771(6) | 299,991 | | Steve Lalla(7) | | 172,500 | 345,000 | 517,500 | | | | | | | | 3/3/2025 | | | | 12,997 | 25,994 | 38,991 | 19,163 | 1,099,970 |

  93. Grants of Plan-Based Awards Table

    (1) Non-equity incentive compensation is subject to achievement of Company (and business segment, as applicable) revenue and Adjusted EBITDA targets and individual performance. The threshold, target, and maximum awards shown in this table are based on financial factors only. (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 3, 2026, unless otherwise stated. Vested shares will be delivered on each settlement date. (3) The grant date fair value of the RSUs is $22.96 per unit, the fair market value of our Class A Common Stock on March 3, 2025. 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 2025 Annual Report. (4) Ms. Moser joined the Company on July 21, 2025. The non-equity incentive plan awards shown represent full-year awards. Ms. Moser's bonus was pro-rated to reflect her time of service in 2025. Her overall payout as a percentage of target is reflective of her pro-rated compensation. (5) Ms. Moser joined the Company on July 21, 2025 and, pursuant to her executive employment agreement, received an onboarding grant of RSUs based on a grant date fair value of $24.07 per unit, the fair market value of our Class A Common Stock on August 7, 2025, such RSUs vesting in two equal annual installments beginning on August 7, 2026. (6) Mr. Keyser received RSUs based on a grant date fair value of $23.49 per unit, the fair market value of our Class A Common Stock on October 30, 2025, such RSUs vesting in three equal annual installments beginning on September 19, 2026, to reflect market-based adjustments and support retention. Mr. Lalla departed from the Company, effective July 30, 2025, and was ineligible for incentive plan awards at fiscal year-end.

  94. Grants of Plan-Based Awards Table

    | 2026 PROXY STATEMENT | 47 |

  95. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025. All awards were granted under our 2018 Plan.

  96. Outstanding Equity Awards as of December 31, 2025

    | | | | 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 M. Roberts | 3/17/2021 | 3/4/2022 | 38,760 | 38,760 | 13.69 | 3/4/2031 | — | — | — | — | | | 5/11/2022 | 3/3/2023 | 135,542 | 180,723 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 3/3/2023 | — | — | — | — | 16,106 | 360,935 | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 31,690 | 710,173 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 127,180(6) | 2,850,104 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 450,000(7) | 10,084,500 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 111,376(8) | 2,495,936 | | | 3/3/2025 | 3/3/2028 | — | — | — | — | — | — | 124,064(9) | 2,780,274 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 39,336 | 881,520 | — | — | | | 3/3/2025 | 3/3/2026 | — | — | — | — | 58,797 | 1,317,641 | — | — | | Craig C. Conti | 5/11/2022 | 5/11/2023 | 29,896 | 44,844 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 5,369(5) | 120,319 | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 14,648 | 328,262 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 37,730(6) | 845,529 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 225,000(7) | 5,042,250 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 34,606(8) | 775,520 | | | 3/3/2025 | 3/3/2028 | — | — | — | — | — | — | 38,991(9) | 873,788 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 19,013 | 426,081 | — | — | | | 3/3/2025 | 3/3/2026 | — | — | — | — | 28,745 | 644,175 | — | — | | Stacey Moser | 8/7/2025 | 8/7/2026 | — | — | — | — | 27,004 | 605,160 | — | — | | Jonathan Baldwin | 5/11/2022 | 5/11/2023 | 31,390 | 41,854 | 13.97 | 5/11/2032 | — | — | — | — | | | 5/11/2022 | 5/11/2023 | — | — | — | — | 10,917 | 244,650 | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 11,268 | 252,516 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 29,069(6) | 651,436 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 170,000(7) | 3,809,700 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 23,866(8) | 534,837 | | | 3/3/2025 | 3/1/2028 | — | — | — | — | — | — | 25,994(9) | 582,526 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 13,112 | 293,840 | — | — | | | 3/3/2025 | 3/1/2026 | — | — | — | — | 19,163 | 429,443 | — | — | | Jonathan Keyser | 3/2/2023 | 3/2/2024 | — | 12,382(10) | 17.75 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | 3/2/2024 | — | — | — | — | 12,682(11) | 284,204 | — | — | | | 3/2/2023 | 3/2/2026 | — | — | — | — | — | — | 7,267(6) | 162,853 | | | 8/15/2023 | 8/15/2026 | — | — | — | — | — | — | 120,000(7) | 2,689,200 | | | 3/1/2024 | 3/1/2027 | — | — | — | — | — | — | 15,513(8) | 347,646 | | | 3/3/2025 | 3/3/2028 | — | — | — | — | — | — | 16,541(9) | 370,684 | | | 3/1/2024 | 3/1/2025 | — | — | — | — | 8,523 | 191,000 | — | — | | | 3/3/2025 | 3/3/2026 | — | — | — | — | 12,195 | 273,290 | — | — | | | 10/30/2025 | 9/19/2026 | — | — | — | — | 12,771 | 286,198 | — | — | | | 3/18/2021 | 3/4/2022 | — | — | — | — | — | — | — | — | | Steve Lalla(12) | | | — | — | — | — | — | — | — | — |

  97. Outstanding Equity Awards as of December 31, 2025

    (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, unless otherwise set forth in the grant documentation. (2) The aggregate dollar value of the RSUs is based on $22.41 per unit, the fair market value of our Class A Common Stock on December 31, 2025. (3) The amounts in this column represent PSUs with service- and performance-based vesting requirements, which, as of December 31, 2025, have not been satisfied. The aggregate dollar value of the PSUs is based on $22.41 per unit, the fair market value of our Class A Common Stock on December 31, 2025.

  98. Outstanding Equity Awards as of December 31, 2025

    | 48 | 2026 PROXY STATEMENT |

  99. Outstanding Equity Awards as of December 31, 2025

    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 PSUs each named executive officer received in 2023. As of December 31, 2025, the 2023 PSUs had a relative TSR ranking of 57.36%. The PSUs granted in 2023 had a measurement period of March 2, 2023 through March 2, 2026, and earned units vested and were delivered on March 16, 2026. (7) Represents the number of PSUs granted under the 5-Year LTIP that each named executive officer received in 2023. As of December 31, 2025, the 5-Year LTIP awards had annualized TSR growth of 4.31%. 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. (8) Represents the number of PSUs each named executive officer received in 2024. As of December 31, 2025, the 2024 PSUs had a relative TSR ranking of 37.42%. The PSUs granted in 2024 have a measurement period of March 1, 2024 through March 1, 2027. (9) Represents the number of PSUs each named executive officer received in 2025. As of December 31, 2025, the 2025 PSUs had a relative TSR ranking of 44.19%. The PSUs granted in 2025 have a measurement period of March 3, 2025 through March 3, 2028. (10) Mr. Keyser was granted 24,764 stock options pursuant to his executive employment agreement as an inducement to join the Company, which vest in four equal annual installments beginning on March 2, 2024. (11) 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 equal annual installments beginning on March 2, 2024, and the second award, for 8,450 RSUs vests in four equal annual installments beginning on March 2, 2024. Mr. Lalla departed from the Company, effective July 30, 2025, and his remaining unvested equity was forfeited upon departure.

  100. Outstanding Equity Awards as of December 31, 2025

    | 2026 PROXY STATEMENT | 49 |

  101. 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.

  102. 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) | | 2025 | 5,970,004 | 1,455,319 | 1,839,272 | (156,561) | 166.99 | 104.70 | 136.6 | 415.9 | | 2024 | 5,562,902 | 4,434,413 | 1,809,258 | 1,606,897 | 180.18 | 101.49 | 31.4 | 401.6 | | 2023 | 9,205,894 | 17,174,992 | 3,604,195 | 5,512,630 | 171.61 | 95.12 | 57.0 | 371.5 | | 2022 | 4,253,168 | 3,980,694 | 1,922,602 | 1,580,113 | 103.06 | 80.48 | 92.5 | 338.5 | | 2021 | 3,469,301 | 5,242,754 | 1,189,717 | 1,237,959 | 114.98 | 96.46 | 41.4 | 270.9 |

  103. Pay versus Performance

    (1) Our PEO for each of 2025, 2024, 2023, 2022 and 2021 was David M. Roberts. The non-PEO named executive officers (the “non-PEO NEOs”) included in the compensation columns above reflect the following: 2025 – Craig C. Conti, Jonathan Baldwin, Jonathan Keyser, Stacey Moser, and Steve Lalla, 2024 – Craig C. Conti, Jonathan Baldwin, Jonathan Keyser, and Steve Lalla, 2023 – Craig C. Conti, Jonathan Baldwin, Jonathan Keyser, and Steve Lalla, 2022 – Craig C. Conti, Norman (Adam) Blake, Jonathan Baldwin, Patricia Chiodo, Rebecca Collins, and Steve Lalla, and 2021 – Steve Lalla, Norman (Adam) Blake, Patricia Chiodo, Rebecca Collins, Garrett Miller, and Mark Talbot. (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 $22.41 was used as of December 31, 2025. Option valuations for 2025 assumed an expected life between 1.4 and 3.3 years. Option and PSU valuations for 2025 assumed an expected volatility between 24% and 37% and a risk-free rate between 3.4% and 3.9%. 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 Topic 718. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below.

  104. Pay versus Performance

    | 50 | 2026 PROXY STATEMENT |

  105. 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, 2024, or 2025. 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:

  106. Pay versus Performance

    | Year | 2025 | | | | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total ($) | 5,970,004 | 1,839,272 | | Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year ($) | (4,499,734) | (1,099,971) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | 4,352,201 | 846,472 | | Less: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | (4,192,724) | (822,893) | | Less: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | (174,426) | (23,098) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested during the Fiscal Year | — | — | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during the Fiscal Year | — | (896,343) | | Less: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid ($) | 1,455,319 | (156,561) |

  107. 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 2020 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 2021, 2022, 2023, 2024, and 2025 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 interest expense, net, 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.

  108. 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 non-PEO NEOs as a group (excluding Mr. Roberts) to our TSR over the applicable periods. y TSR

  109. 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 non-PEO NEOs as a group (excluding Mr. Roberts) to our net income over the applicable periods. CAP vs. Net Income ($M)

  110. 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 non-PEO NEOs 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

  111. Compensation Actually Paid versus Company Selected Measure

    | 2026 PROXY STATEMENT | 53 |

  112. Compensation Actually Paid versus Company Selected Measure

    | Pay Ratio Disclosure |

  113. 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”).

  114. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio The ratio of Mr. Roberts’ annual total compensation for 2025 to the median employee annual total compensation, determined as described above, was approximately 76:1.

  115. 2025 CEO Pay Ratio

    | 54 | 2026 PROXY STATEMENT |

  116. 2025 CEO Pay Ratio

    | Option Exercises and Stock Vested Table |

  117. 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, 2025.

  118. 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 R. Roberts | — | — | 54,194 | 1,238,706 | 86,649 | 1,989,461 | | Craig C. Conti | — | — | 19,030 | 442,576 | 28,882 | 663,131 | | Stacey Moser | — | — | — | — | — | — | | Jonathan Baldwin | — | — | 20,920 | 493,050 | 20,218 | 464,205 | | Jonathan Keyser | 12,382 | 80,918 | 4,468 | 306,795 | — | — | | Steve Lalla(4) | — | — | 22,582 | 515,291 | 28,882 | 663,131 |

  119. 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. Mr. Lalla departed from the Company, effective July 30, 2025, and his remaining unvested equity was forfeited upon departure.

  120. Option Exercises and Stock Vested Table

    | 2026 PROXY STATEMENT | 55 |

  121. 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). 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).

  122. 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, 2025, the last business day of fiscal year 2025.

  123. Potential Payments upon Termination or Change in Control

    | 58 | 2026 PROXY STATEMENT |

  124. Potential Payments upon Termination or Change in Control

    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.

  125. 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 M. Roberts | | | | | | Cash Payment($)(1) | 2,800,000 | 2,800,000 | — | — | | Benefits($)(2) | 54,142 | 54,142 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 3,270,269 | 3,270,269 | 3,270,269 | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 18,210,814 | 18,210,814 | 13,446,000 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Craig C. Conti | | | | | | Cash Payment($)(1) | 875,000 | 875,000 | — | — | | Benefits($)(2) | 9,076 | 9,076 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,518,838 | 1,518,838 | 1,518,838 | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 7,538,433 | 7,538,433 | 3,197,527 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Stacey Moser | | | | | | Cash Payment($)(1) | 765,000 | 765,000 | — | — | | Benefits($)(2) | — | — | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 605,160 | 605,160 | 605,160 | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | — | — | — | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Baldwin | | | | | | Cash Payment($)(1) | 752,500 | 752,500 | — | — | | Benefits($)(2) | 28,220 | 28,220 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,220,449 | 1,220,449 | 1,220,449 | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 5,578,499 | 5,578,499 | 2,374,070 | | Acceleration of Vesting of Options($)(5) | — | — | — | — | | Jonathan Keyser | | | | | | Cash Payment($)(1) | 787,500 | 787,500 | — | — | | Benefits($)(2) | 2,173 | 2,173 | — | — | | Acceleration of Vesting of RSUs($)(3) | — | 1,034,625 | 1,034,625 | 1,034,625 | | Acceleration of Vesting of PSUs/5-Year LTIP($)(4) | — | 3,570,384 | 3,570,384 | 1,365,618 | | Acceleration of Vesting of Options($)(5) | — | 57,700 | 57,700 | — | | Steve Lalla | | | | | | Cash Payment($)(7) | 210,917 | — | — | — | | Benefits($)(8) | 18,471 | — | — | — |

  126. Potential Payments upon Termination or Change in Control

    (1) Assumes a termination date of December 31, 2025, 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, 2025 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2025. (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, 2025 in accordance with the applicable equity award agreement terms and the closing price of one share of Class A Common Stock on December 31, 2025. (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, 2025 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

  127. Potential Payments upon Termination or Change in Control

    | 2026 PROXY STATEMENT | 59 |

  128. Potential Payments upon Termination or Change in Control

    incurred and payable in accordance with our standard expense reimbursement policies, and 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). The value shown represents the amount paid to Mr. Lalla pursuant to his executive employment agreement through December 31, 2025. The value shown represents the amount paid to Mr. Lalla related to the continuation of health benefits through December 31, 2025.

  129. Potential Payments upon Termination or Change in Control

    | 60 | 2026 PROXY STATEMENT |

  130. Potential Payments upon Termination or Change in Control

    | Equity Compensation Plan Information |