Verra Mobility (VRRM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, to be held virtually for holders of Class A Common Stock as of March 24, 2026.

• Four main proposals: election of three Class II directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of Deloitte as auditor.

• Company operates in toll, commercial services, government solutions, and parking solutions segments, with a focus on technology-driven smart mobility.

• Corporate responsibility framework centers on community, planet, people, and governance.

Voting matters and shareholder proposals

• Proposal 1: Elect Patrick J. Byrne, David M. Roberts, and John H. Rexford as Class II directors until 2029.

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

• Proposal 3: Advisory vote on frequency of say-on-pay, with board recommending annual votes.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes.

• Majority of directors are independent; CEO is not independent.

• Roles of CEO and Chairman are separated.

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

• Board and committees met regularly, with high attendance rates.

• Non-employee director compensation includes cash and equity, with annual RSU grants and cash retainers.