Verra Mobility Corp

This is a management-sponsored, non-binding “say-on-pay” proposal asking stockholders to approve the Company’s executive compensation disclosure and overall compensation program for the named executive officers as presented in the proxy statement. Management frames the program as pay-for-performance, emphasizing a mix of base salary, an Annual Incentive Plan tied to revenue and Adjusted EBITDA, and long-term incentives weighted toward performance share units (PSUs) tied to relative TSR and a five-year LTIP with absolute TSR hurdles. The Board seeks a stockholder endorsement to validate its compensation design and to signal alignment between management pay and stockholder interests; it notes strong prior support (approximately 94.6% in 2025). The proposal is advisory and non-binding, so while the Board will consider the outcome when setting future pay practices, it is not obliged to change compensation structures solely based on the vote. Key governance context includes use of an independent compensation consultant, robust performance metrics, clawback policy, stock ownership guidelines, and significant at‑risk pay (majority variable for the CEO). Risks for investors include potential for misalignment if performance metrics or comparator groups (S&P 1000 for PSUs) are not appropriate, and that the non-binding nature limits direct corrective power. A vote FOR would signal shareholder support for the Board’s pay philosophy and incentive structures; a vote AGAINST could prompt more shareholder engagement and potential adjustments to target-setting, mix of PSUs vs RSUs, or the comparator group. The Board’s recommendation is grounded in the Committee’s view that the program rewards sustained long-term performance while providing retention incentives through multi-year awards.

This management proposal presents stockholders with a non-binding choice among holding the advisory say-on-pay vote every one, two, or three years; the Board recommends annual votes. The proposal asks only for a preference on frequency, not approval of compensation itself, and the option receiving the plurality of votes will be considered the shareholder preference. Management argues that annual votes provide timely, regular opportunities for shareholders to express views on executive pay and enable ongoing engagement and responsiveness to governance concerns. The non-binding nature means the Board retains discretion and could adopt a different cadence if it believes that is in stockholders’ best interests, but a decisive shareholder preference can shape Board practice and signal governance expectations. From a governance perspective, annual votes are often favored where pay programs are complex or where frequent shareholder feedback is desired; multi-year votes are sometimes proposed to reduce administrative burden and encourage long-term focus. Investors should weigh the benefits of frequent accountability against potential short-termism incentives; however, because the vote is purely advisory, its practical impact depends on how the Board responds to the outcome. The Board’s recommendation for annual voting is consistent with its stated intent to engage in ongoing dialogue on compensation and to consider shareholder feedback when setting compensation practices.