Verra Mobility (VRRM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to be held virtually for all Class A Common Stock holders as of March 25, 2025.

• Key proposals include election of two Class I directors, advisory vote on executive compensation, and ratification of Deloitte as external auditor.

• Company highlights strong 2024 performance: $879.2M revenue (up 7.6%), $31.4M net income, and $401.6M Adjusted EBITDA.

• Forward-looking statements address growth opportunities, risk factors, and management’s strategic objectives.

Voting matters and shareholder proposals

• Proposal 1: Elect Douglas Davis and Cynthia Russo as Class I directors until 2028.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; majority are independent.

• Chairman and CEO roles are separated; independent directors meet in executive session at least annually.

• Committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Board and committees had high attendance; all directors attended the 2024 annual meeting.

• Insider trading, anti-hedging, and anti-pledging policies in place for directors and officers.