Sector: Industrials
VERRA MOBILITY CORP CLASS A · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Byrne has served since November 2020 (roughly 5.5 years), the 3-year TSR gap versus the company-disclosed peer group median is only -8.7 percentage points against a 20-point trigger threshold for negative absolute TSR, so the performance trigger does not fire; he has relevant operational and technology experience, chairs the board, and attended 96% of meetings.
Roberts has served since 2018 as CEO and director; the 3-year TSR gap versus the company-disclosed peer group median is -8.7 percentage points, well below the 20-point trigger threshold required for a No vote on negative absolute TSR, so no TSR trigger fires; his pay program is evaluated separately under Say on Pay.
Rexford has served since October 2018; the 3-year TSR gap versus the company-disclosed peer group median is -8.7 percentage points against a 20-point trigger threshold, so the performance trigger does not fire; he chairs the audit committee, has over 37 years of finance experience, and is designated an audit committee financial expert.
All three Class II director nominees — Byrne, Roberts, and Rexford — receive a FOR vote. While VRRM's stock has underperformed the broad technology ETF (XLK) dramatically, the policy uses the company-disclosed compensation peer group as the primary benchmark for director TSR, and VRRM's 3-year TSR underperformance versus that peer median is only -8.7 percentage points, well below the 20-point trigger threshold applicable when absolute 3-year TSR is negative. No overboarding, attendance, independence, or qualifications concerns were identified for any of the three nominees.
CEO
David M. Roberts
Total Comp
$5,970,004
Prior Support
94.6%%
The prior Say on Pay vote received 94.6% support, well above the 70% threshold that would require a response, indicating strong shareholder endorsement of the program. CEO total compensation of approximately $5.97 million is reasonable for a technology company with a $2.3 billion market cap, with roughly 89% delivered in variable, at-risk components (annual cash incentive and equity awards), satisfying the 50-60% variable pay threshold comfortably. The long-term equity program is majority performance-based (70% performance stock awards for the CEO tied to 3-year relative total shareholder return vs. the S&P 1000 Index), the company has a meaningful clawback policy adopted in October 2023, and the annual bonus paid out at 109% of target reflecting genuine operating performance (revenue grew 11.4% to $979 million), all of which support a FOR determination.
Auditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$4,966,238
Non-Audit Fees
$51,966
Deloitte has served as VRRM's auditor only since September 2023 (approximately 3 years), well below the 25-year tenure threshold; non-audit fees (tax fees of $50,071 plus other fees of $1,895, totaling $51,966) represent approximately 1% of audit fees of $4,966,238, far below the 50% threshold that would raise independence concerns; and Deloitte is a Big 4 firm appropriate for a company of VRRM's size.
The 2026 Verra Mobility annual meeting presents a clean ballot with no significant governance concerns: all three Class II director nominees pass the TSR trigger test using the company-disclosed peer group benchmark, the Say on Pay program is well-structured with strong variable pay emphasis and a 94.6% prior-year approval, and Deloitte's audit fees and short tenure raise no independence red flags. Shareholders are recommended to vote FOR on all standard proposals and to select annual frequency for the say-on-pay vote.
17 companies disclosed in 2026 proxy filing
