Verra Mobility (VRRM) raises CLO pay, adds $300k RSU retention award

Rhea-AI Filing Summary

Verra Mobility Corporation disclosed a new retention-focused compensation arrangement for its Executive Vice President and Chief Legal Officer, Jonathan Keyser. The Compensation Committee approved a one-time equity award of time-based restricted stock units with a grant date value of $300,000, expected to be granted on the second trading day after the filing of the company’s Form 10-Q for the quarter ended September 30, 2025. These RSUs will vest in three equal annual installments beginning on September 19, 2026, conditioned on his continued employment.

As part of the same arrangement, effective September 19, 2025, Mr. Keyser’s annual base salary was increased to $450,000, his target bonus under the annual incentive plan was raised to 75% of base salary, and his target long-term incentive award was increased to $1,000,000. The award is granted under the company’s Amended and Restated 2018 Equity Incentive Plan and was approved in consultation with an independent compensation consultant, reflecting the company’s retention goals and market-based adjustments.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2025

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-37979	81-3563824
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1150 N. Alma School Road
Mesa, Arizona
(Address of principal executive offices) 85201
(Zip Code)

(480) 443-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)
Class A common stock, par value $0.0001 per share		VRRM		Nasdaq Capital Market

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).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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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 September 25, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Verra Mobility Corporation (the “Company”) approved a one-time equity award to Jonathan Keyser, the Company’s Executive Vice President and Chief Legal Officer, that will be made in the form of time-based restricted stock units (the “RSU Award”) with a grant date value of $300,000. The RSU Award is expected to be granted on the second trading day after the filing of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025. The RSU Award is part of an arrangement structured to retain Mr. Keyser and reflect market-based adjustments. The Compensation Committee approved the arrangement in consultation with its independent compensation consultant, taking into account the Company’s retention goals. Mr. Keyser’s RSU Award will vest in three equal annual installments beginning on September 19, 2026 and will be subject to Mr. Keyser’s continued employment through each applicable vesting date. The RSU Award will be subject to the terms and conditions of the Company’s Amended and Restated 2018 Equity Incentive Plan, as amended, and related award agreement. In addition, as part of the retention arrangement, effective September 19, 2025, Mr. Keyser’s annual base salary was increased to $450,000, his target bonus under the Company’s annual incentive plan was increased to 75% of his base salary, and his target long-term incentive award was increased to $1,000,000.

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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: September 26, 2025	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

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FAQ

What executive compensation changes did Verra Mobility (VRRM) announce for Jonathan Keyser?

Verra Mobility’s Compensation Committee approved a new retention-focused package for Jonathan Keyser, its Executive Vice President and Chief Legal Officer, including a one-time restricted stock unit award and increases to salary, bonus target, and long-term incentive target.

What is the value and structure of the new RSU award for Verra Mobility’s Chief Legal Officer?

The one-time RSU award has a grant date value of $300,000 and is time-based. It will vest in three equal annual installments beginning on September 19, 2026, subject to Mr. Keyser’s continued employment on each vesting date.

When will the new RSU award to Jonathan Keyser be granted by Verra Mobility (VRRM)?

The RSU award is expected to be granted on the second trading day after Verra Mobility files its Form 10-Q for the fiscal quarter ended September 30, 2025.

How did Verra Mobility change Jonathan Keyser’s cash compensation?

Effective September 19, 2025, Mr. Keyser’s annual base salary increased to $450,000, and his target bonus under the annual incentive plan was set at 75% of his base salary.

What is the new target long-term incentive award for Verra Mobility’s Chief Legal Officer?

As part of the retention arrangement, Mr. Keyser’s target long-term incentive award was increased to $1,000,000, granted under Verra Mobility’s Amended and Restated 2018 Equity Incentive Plan.

How did Verra Mobility determine the new compensation package for Jonathan Keyser?

The Compensation Committee approved the arrangement in consultation with an independent compensation consultant, taking into account the company’s retention goals and market-based adjustments.