VERRA MOBILITY Corp
For the period ended May 19, 2026. Filed Apr 6, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 6, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
VERRA MOBILITY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
2026 PROXY
STATEMENT
We believe our actions have the ability to move
the world.
At Verra Mobility, our purpose is to enrich lives by making mobility safer and easier.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 19, 2026 at 9:00 a.m. Pacific Time
| WhenTuesday, May 19, 20269:00 a.m. Pacific Time | WhereThe Annual Meeting will be completely virtual; you will be able to attend by visitingwww.virtualshareholdermeeting.com/VRRM2026 | Record DateMarch 24, 2026 |
Dear Stockholder:
On behalf of the board of directors (our “Board”) of Verra Mobility Corporation (the “Company” or “Verra Mobility”), it is our pleasure to invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, May 19, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be completely virtual and will be held for the following purposes, as more fully described in the accompanying proxy statement:
| ITEMS OF BUSINESS | BOARDRECOMMENDATION | FOR MOREINFORMATION |
|---|---|---|
| Proposal 1: To elect three Class II directors, Patrick J. Byrne, David M. Roberts, and John H. Rexford, to serve on our Board until our 2029 annual meeting of stockholders. | FOR | pg. 9 |
| Proposal 2: To approve, on an advisory basis, the compensation of our named executive officers. | FOR | pg. 17 |
| Proposal 3: To approve, on an advisory non-binding basis, the frequency of future advisory non-binding votes on the compensation of our named executive officers. | 1 YEAR | pg. 18 |
| Proposal 4: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. | FOR | pg. 19 |
Stockholders will also transact any other business that may properly come before the Annual Meeting.
You will be able to attend the Annual Meeting, as well as vote and submit your questions during the live webcast of the meeting, by visitingwww.virtualshareholdermeeting.com/VRRM2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or in the instructions that accompanied your proxy materials.
We expect to mail the Notice on or about April 6, 2026, and it will contain instructions on how to access our proxy statement and annual report. The Notice will also provide instructions on how to vote via the Internet or by telephone and receive a paper copy of our proxy materials by mail.
The record date for the Annual Meeting is March 24, 2026 (the “Record Date”). Only holders of our Class A Common Stock at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.
Your vote is important. Whether or not you expect to attend the Annual Meeting, we urge you to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the Annual Meeting if you attend via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the Annual Meeting, you must follow the instructions from your broker, bank or other agent. We look forward to your participation.
By order of the Board,
Jon Keyser
Executive Vice President, Chief Legal Officer and Corporate Secretary
Mesa, Arizona
April 6, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Board of Directors and Corporate Governance | 2 |
| PROPOSAL 1: Election of Class II Directors | 9 |
| PROPOSAL 2: Advisory Vote to Approve Executive Compensation | 17 |
| PROPOSAL 3: Advisory Vote on Frequency of Say-on-Pay Vote | 18 |
| PROPOSAL 4: Ratification of Selection of Independent Registered Public Accounting Firm | 19 |
| Report of the Audit Committee | 21 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Executive Officers | 25 |
| Executive Compensation | 28 |
| Equity Compensation Plan Information | 61 |
| Transactions With Related Persons | 62 |
| Questions and Answers About These Proxy Materials, Voting, and the Annual Meeting | 64 |
| Other Matters | 72 |
The Verra Mobility Corporation 2026 annual meeting of stockholders (the “Annual Meeting”) will take place on Tuesday, May 19, 2026 at 9:00 a.m. Pacific Time and will be completely virtual. You are invited to attend if you are a holder of our Class A Common Stock (our “Class A Common Stock”) as of the close of business on March 24, 2026, the record date for the Annual Meeting (the “Record Date”), or hold a valid proxy. If you are a holder of our Class A Common Stock as of the Record Date, you are requested to vote on the proposals described in this Proxy Statement (this “Proxy Statement”).
You should read this entire Proxy Statement carefully before casting your vote. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only. The use of the terms “Verra Mobility,” “we,” “us,” “our,” or “Company,” in this Proxy Statement refer to Verra Mobility Corporation and, where appropriate, its subsidiaries.
Forward-Looking Statements
The discussion in this Proxy Statement contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include, but are not limited to, statements concerning our future operating results and financial position, growth opportunities and trends in the markets in which we operate, and management’s plans and objectives. The words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “project,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on them. Actual events or results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.
For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), and subsequent quarterly reports and other filings filed with the Securities and Exchange Commission (the “SEC”) from time to time. All information provided in this Proxy Statement is as of the date of this Proxy Statement and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Proxy Statement, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
Company Highlights
VERRA MOBILITY HIGHLIGHTS
Verra Mobility delivers technology solutions and services to help make transportation safer, smarter, and more connected. As a global leader in smart mobility solutions operating on three continents, we sit at the center of the smart mobility ecosystem—bringing together vehicles, devices, information, and people to help our customers and their constituents solve complex transportation challenges.
BUSINESS SEGMENTS
| COMMERCIAL SERVICES | GOVERNMENT SOLUTIONS | PARKING SOLUTIONS |
|---|---|---|
| Our Commercial Services segment offers toll and violation management solutions and title and registration services for commercial fleet customers, including rental car companies and fleet operators in North America. In Europe, we provide tolling and violations processing services. Our technology and data-driven insights are integrated with tolling authorities and rental car companies, allowing us to streamline billing for rental car companies and their customers. | Our Government Solutions business segment offers automated photo enforcement solutions to government customers, including end-to-end speed, red-light, school bus stop arm, and city bus lane enforcement camera systems. We work in partnership with law enforcement agencies, transportation departments, and school districts across North America and throughout the world. Our products and services are designed to positively impact driver behavior and make transportation safer and easier. | Our Parking Solutions business segment provides end-to-end commercial parking management solutions. We offer an integrated suite of parking software and hardware to universities, municipalities, healthcare facilities, parking operators, and transportation hubs in the United States and Canada to manage their complex parking operations, optimize their infrastructure, and make parking more efficient for their customers. |
CORPORATE RESPONSIBILITY
Our corporate responsibility framework rests on four core pillars:
| COMMUNITY | PLANET | PEOPLE | GOVERNANCE |
|---|---|---|---|
| Our products and services are central to the smart mobility ecosystem—providing environmentally sound solutions, preserving human life, and maintaining the safety of our communities. | Our policies and practices help to conserve resources and minimize waste throughout our operations. | We have created a purpose-driven culture in which all employees can thrive, work collaboratively, grow professionally, and give back to their communities. | Sound corporate governance provides the framework to manage our business and carry out our responsibilities for the short- and long-term benefit of our stockholders, employees, and communities. |
| 2026 PROXY STATEMENT | 1 |
Board of Directors and Corporate Governance
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.