VERRA MOBILITY Corp 8-K, filed Apr 24, 2025
VERRA MOBILITY Corp (VRRM)
About this 8-K
VERRA MOBILITY Corp filed this 8-K on April 24, 2025, reporting on events of April 23, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Verra Mobility Corporation (the “Company”) approved the Verra Mobility Corporation Annual Incentive Plan (the “AIP”), under which participating employees of the Company, including the Company’s named executive officers, will be eligible to earn incentive payments in cash based on the achievement of performance goals. The AIP is effective as of January 1, 2025 (the “Effective Date”) for the Company’s fiscal year 2025 and for each Company fiscal year thereafter, unless other amended or terminated. The AIP supersedes in their entirety the Company’s Second Amended and Restated Short-Term Incentive Plan, effective January 1, 2023, and any predecessor plans, with such prior plans terminated as of the Effective Date.
The AIP is designed to provide an incentive to executive officers and other select employees of the Company to perform to the best of their abilities, further the growth, development and financial success of the Company, and enable the Company to attract and retain highly qualified employees.
The AIP provides that participants may earn a percentage of their respective annual base salary or total wages earned (including overtime pay) during the applicable plan year, based on the achievement of Company and individual performance factors. Company performance factors may include a combination of Company-wide and/or business segment financial and/or operational performance measures and may include, but are not limited to, the metrics listed in Appendix A of the AIP. Each Company performance factor will be assigned an annual target for the plan year, which will be determined by the Company’s Chief Financial Officer, reviewed by Company’s chief executive officer (“CEO”) and approved by the Board or Compensation Committee. Individual performance measures will be based on input from the participant’s supervisor and are subject to the CEO’s final approval, with the exception of the CEO and other executive officers of the Company (“ELT Members”), whose individual performance will be determined by the Board or the Compensation Committee in its discretion. Participants will not be entitled to an incentive payment under the AIP with respect to Company performance factors unless the EBITDA Threshold (as defined in Appendix A of the AIP) is achieved for the plan year. The AIP also provides that a participant generally must remain employed with the Company through the date on which incentive payments are paid for a particular plan year, subject to certain exceptions.
The Board and/or the Compensation Committee will administer the AIP with respect to participants who are the CEO and ELT Members, and the Company’s CEO and Chief People Officer will administer the AIP with respect to participants other than the CEO and ELT Members. The Compensation Committee may amend, suspend or terminate the AIP, in whole or in part and retroactively or prospectively, at any time.
The foregoing description of the AIP is a summary only and does not describe all terms and conditions of the AIP. The description is subject to and qualified in its entirety by the terms of the AIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description of Exhibits |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 24, 2025 |
Verra Mobility Corporation |
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By: |
/s/ Craig Conti |
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Name: |
Craig Conti |
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Title: |
Chief Financial Officer |
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Exhibit 10.1
Verra Mobility Corporation
Annual Incentive Plan
Effective January 1, 2025
RECITALS
This Annual Incentive Plan (the “Plan”) is intended to provide an incentive for eligible employees of Verra Mobility Corporation (the “Company”) to perform to the best of their abilities, further the growth, development and financial success of the Company, and enable the Company to attract and retain highly qualified employees. The Compensation Committee of the Board of Directors of Company (respectively, the “Compensation Committee” and the “Board”) adopted this Plan, effective January 1, 2025.
Verra Mobility Corporation Annual Incentive Plan
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The Plan provides the basis upon which each Participant may earn an incentive bonus for a Plan Year (an “Annual Bonus”) during the applicable Plan Year. The metrics used to determine the extent, if any, to which a Participant may earn an Annual Bonus is described in this Section 3 as further supplemented by a Participant’s Participation Notice.
Verra Mobility Corporation Annual Incentive Plan
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Verra Mobility Corporation Annual Incentive Plan
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Verra Mobility Corporation Annual Incentive Plan
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Verra Mobility Corporation Annual Incentive Plan
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APPENDIX A
COMPANY PERFORMANCE FACTORS
Company Performance Factors
Achievement of Company Performance Factors may be determined with reference (but is not limited) to the following criteria: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes, interest or amortization and depreciation) or adjusted net income (either before or after taxes, interest or amortization and depreciation); profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); funds from operations or adjusted funds from operations; cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return (absolute and relative); return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share (or appreciation in or maintenance of such price) market share; business segment or group financial goals; customer satisfaction/growth; employee satisfaction; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; cash on hand; human capital management; investor relations initiatives; and acquisition and disposition activity, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such Company Performance Factors may be based solely by reference to Consolidated performance or the performance of a subsidiary, division, business segment of the Company or a subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.
Payments Under the Plan
No Participant will be entitled to an Annual Bonus under the Plan with respect to Company Performance Factors unless the actual level of Consolidated adjusted EBITDA performance equals or exceeds an established percentage of the Company Performance Target for Consolidated adjusted EBITDA for the Plan Year (the “EBITDA Threshold”). If the applicable EBITDA Threshold is not achieved, no corresponding Annual Bonus payment related to Company Performance Factors will be paid to the Participant. If the applicable EBITDA Threshold is achieved, the Participant’s Annual Bonus opportunity for the Plan Year will be calculated based on the applicable Company Performance Factor weighting applicable to the Participant and on performance against the applicable financial targets, then multiplied by the Participant’s Individual Performance Factor, subject to Section 4.1 of the Plan and the following:
Provided the applicable EBITDA Threshold is achieved, Participants are eligible for an Annual Bonus on both the Company Performance Targets for Adjusted EBITDA and revenue, applicable to the Participant (Consolidated or business segment), based on the adjusted annual Company Performance Factor weighted multiplier as multiplied against the Target Amount and Individual Performance Factor as of the end of the Plan Year.
Verra Mobility Corporation Annual Incentive Plan
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