Verra Mobility selects Jon Newhard as next CEO
Newhard's agreement provides for a $4,750,000 inducement RSU award, subject to Board approval, with vesting tied to continued service.
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Rhea-AI Filing Summary
Verra Mobility Corporation (VRRM) appointed Jon Newhard as president and chief executive officer and a director, effective November 1, 2026, contingent upon completion of a customary background check. The board approved increasing its size from six to seven directors effective the same date.
Under his employment agreement, Newhard will receive a $725,000 annual base salary and, beginning in fiscal 2027, will be eligible for a discretionary cash bonus with a 100% of base salary target and annual equity awards with an estimated $4,000,000 target grant-date fair value, subject to Compensation Committee determination. Separately, the company will grant an inducement restricted stock unit award with a $4,750,000 grant-date fair value, subject to Board approval and applicable requirements. It vests in three equal annual installments beginning on the first anniversary of his start date, contingent on continued employment. Jon Keyser will leave the interim CEO role immediately before the start date and serve as an advisor until December 31, 2026, unless earlier terminated.
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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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(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:
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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).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2026, the Board of Directors (the “Board”) of Verra Mobility Corporation (the “Company”) appointed Jon Newhard as President and Chief Executive Officer of the Company, effective November 1, 2026 (the “Commencement Date”) and as a member of the Board, effective as of the same date. In connection with the Board appointment, the Board approved an increase in the size of the Board from six directors to seven directors, effective as of the Commencement Date. Mr. Newhard’s appointment as President and Chief Executive Officer of the Company and as a member of the Board are contingent upon the completion of a customary background check.
Mr. Newhard, age 57, served as Chief Executive Officer of Yunex Traffic GmbH from March 2024 until September 2026. Previously, he served as Chief Executive Officer of Clinc, Inc. from July 2020 until January 2024. Mr. Newhard also served as Chief Executive Officer of Advanced Traffic Solutions Inc. (Trafficware) from 2013 to 2018 and following its acquisition by Cubic Corporation, he led Cubic’s ITS division until 2020. Mr. Newhard earned a Bachelor of Science in Engineering and Economics from the United States Military Academy at West Point and a Master’s in Business Administration from Harvard Business School.
In connection with his appointment, VM Consolidated, Inc., a wholly-owned subsidiary of the Company, entered into an employment agreement with Mr. Newhard (the “Employment Agreement”), dated as of October 1, 2026, pursuant to which Mr. Newhard will serve as President and Chief Executive Officer. Under the Employment Agreement, Mr. Newhard’s principal office will be at the Company’s headquarters in Mesa, Arizona.
Pursuant to the Employment Agreement, Mr. Newhard will receive an annual base salary of $725,000. Commencing with fiscal year 2027, Mr. Newhard will be eligible to receive an annual discretionary cash bonus with a target opportunity of 100% of his base salary under the Verra Mobility Amended and Restated Short-Term Incentive Plan (the “Short-Term Incentive Plan”), subject to the terms determined by the Compensation Committee (the “Compensation Committee”) of the Board. In addition, Mr. Newhard will be eligible for a pro-rata cash bonus under the Short-Term Incentive Plan for fiscal year 2026 based on the number of days actually worked beginning on the Commencement Date with a target opportunity of 100% of his base salary paid during the applicable plan year. Mr. Newhard will also be eligible to participate in the Company’s employee retirement and welfare benefit plans made available to its senior level executives, which include medical, dental, and vision coverage, employer-paid life and disability insurance, 401(k), and paid time off.
Commencing in fiscal year 2027, Mr. Newhard will be eligible for annual equity incentive awards under the Company’s Amended and Restated 2018 Equity Incentive Plan with an estimated target grant date fair value of $4,000,000, subject to the Compensation Committee’s final determination. The terms, vehicle mix, design terms, vesting conditions and grant timing of such awards will be determined by the Compensation Committee based on the Company’s go-forward strategy and context.
The Employment Agreement provides that if Mr. Newhard’s employment is terminated by the Company without “Cause” or by Mr. Newhard for “Good Reason” (each as defined in the Employment Agreement), subject to his execution and non-revocation of a general release of claims and compliance with the restrictive covenants contained in the Employment Agreement, Mr. Newhard will be entitled to receive: (i) cash severance equal to 18 months of his then-current base salary; (ii) a cash amount equal to 1.5 times his Short-Term Incentive Plan bonus target; and (iii) a cash amount representing the total cost of group healthcare premiums for COBRA continuation coverage for a period of 18 months.
In the event of a termination of Mr. Newhard’s employment by the Company without Cause or by Mr. Newhard for Good Reason within 12 months following a “Change in Control” (as defined in the Employment Agreement), subject to the same release and compliance requirements, Mr. Newhard will be entitled to receive: (i) cash severance equal to 24 months of his then-current base salary; (ii) a cash amount equal to 2.0 times his Short-Term Incentive Plan bonus target; (iii) a cash amount representing the total cost of group healthcare premiums for COBRA continuation coverage for a period of 24 months; and (iv) full accelerated vesting of all outstanding equity awards.
In connection with his commencement of employment, the Company will pay Mr. Newhard a one-time cash sign-on bonus of $25,000, subject to applicable taxes and withholdings, payable on the Company’s first payroll processing date following the Commencement Date. If Mr. Newhard voluntarily terminates employment with the Company without Good Reason within 12 months of the Commencement Date, he will be required to repay the full amount of the sign-on bonus to the Company.
The Company will provide relocation assistance to Mr. Newhard in connection with his relocation to the Company’s principal headquarters, including a monthly temporary living allowance for up to three months, reimbursement for reasonable and documented permanent relocation costs (including transportation, destination services, shipping of household goods and other customary relocation expenses) and a tax gross-up payment to cover the incremental U.S. income tax liability arising from the relocation benefits. If Mr. Newhard voluntarily terminates employment without Good Reason or is terminated for Cause within 12 months of the Commencement Date, he will be required to repay 100% of the relocation assistance received, and if such termination occurs after 12 months but within 24 months of the Commencement Date, he will be required to repay 50% of the relocation assistance received.
Pursuant to the Employment Agreement, if Mr. Newhard is required to pay his former employer in connection with the termination of his employment, the Company will reimburse Mr. Newhard up to a total gross payment of $660,000, subject to applicable taxes and withholdings. If Mr. Newhard voluntarily terminates employment with the Company within 12 months of the Commencement Date, he will be required to repay the full reimbursement amount actually received to the Company.
In addition, as soon as practicable after the Commencement Date, and subject to Board approval, the Company will grant Mr. Newhard restricted stock units with a grant date fair value of $4,750,000 (the “Inducement RSU Award”). The Inducement RSU Award will be granted subject to such approvals applicable to a new hire inducement award in accordance with NASDAQ Listing Rule 5635(c)(4) and applicable requirements, and not pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan or any other shareholder approved equity compensation plan of the Company. Subject to such approval, the Inducement RSU Award will vest in three equal annual installments beginning on the first anniversary of the Commencement Date, contingent on Mr. Newhard’s continued employment through each applicable vesting date. The number of restricted stock units to be granted pursuant to the Inducement RSU Award will be determined using the greater of the fair market value of the Company’s Class A common stock on the date of grant or $3.00.
The Employment Agreement contains customary restrictive covenants, including non-competition and non-solicitation provisions for a period of 18 months following termination of employment, as well as confidentiality, non-disparagement, and cooperation obligations.
The Company intends to enter into an indemnity agreement with Mr. Newhard (the “Indemnity Agreement”) on the Commencement Date. Subject to certain terms and conditions, the Indemnity Agreement provides for indemnification and advancements of certain expenses and costs relating to claims, suits or proceedings arising from Mr. Newhard’s service to the Company or, at the Company’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
The foregoing summaries are qualified in their entirety by the reference to the full text and terms of the Employment Agreement and the form of Indemnity Agreement, respectively, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
There are no arrangements or understandings between Mr. Newhard and any other person pursuant to which Mr. Newhard was appointed as President and Chief Executive Officer and a director of the Company. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Newhard and any director or executive officer of the Company, and he has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction that would be reportable under Item 404(a) of Regulation S-K.
Effective immediately prior to the Commencement Date, Jon Keyser, the Company’s current Interim President and Chief Executive Officer, will no longer serve as the Company’s Interim President and Chief Executive Officer. Mr. Keyser will serve in an advisory role until December 31, 2026, unless earlier terminated. The Company is currently negotiating severance arrangements with Mr. Keyser. The material terms of the severance agreement, if any, will be disclosed in an amendment to this Form 8-K, if and when such agreement is finalized.
| Item 7.01 | Regulation FD Disclosure. |
On October 2, 2026, the Company issued a press release announcing the appointment of Mr. Newhard as President and Chief Executive Officer and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibits | |
| 10.1 | Executive Employment Agreement, dated as of October 1, 2026, by and between VM Consolidated, Inc. and Jon Newhard. | |
| 10.2 | Form of Indemnity Agreement. | |
| 99.1 | Press Release, dated as of October 2, 2026, issued by Verra Mobility Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 2, 2026 | Verra Mobility Corporation | |||||
| By: | /s/ Craig Conti | |||||
| Name: | Craig Conti | |||||
| Title | Chief Financial Officer | |||||
Exhibit 99.1
Verra Mobility Appoints Jon Newhard as Chief Executive Officer
Jon Newhard brings more than two decades of technology-forward transportation and mobility leadership
experience to the Company
MESA, Ariz., October 2, 2026 — Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, today announced that Jon Newhard has been appointed President and Chief Executive Officer, effective November 1, 2026.
Mr. Newhard brings more than two decades of experience in the transportation and mobility industry, including his most recent position as Chief Executive Officer of Yunex Traffic GmbH. Mr. Newhard has deep expertise across intelligent transportation systems, information technology, business development and commercial strategy.
“We are pleased to appoint Jon Newhard to help us lead Verra Mobility and chart the Company’s next phase,” said Patrick Byrne, Chairman of the Board. “Jon is a seasoned executive with deep industry knowledge, a customer-centric approach and a strong track record of improving financial performance. In addition, his experience growing and scaling established businesses through periods of transformation makes him the ideal leader for Verra Mobility at this pivotal moment for the Company. We look forward to partnering closely with Jon as we drive the business forward to meet the evolving smart mobility needs of the communities we serve and drive shareholder value.”
“I am thrilled to lead Verra Mobility as its new CEO,” said incoming President and Chief Executive Officer, Jon Newhard. “Having served in various leadership roles in related industries over the past two decades, I have a deep appreciation for the important role Verra Mobility plays in making transportation safer, more efficient and more accessible. The Company has strong business fundamentals and a deep bench of talented employees who drive the business forward every day. I am excited to work with the team to build on our strengths, accelerate our impact and create value for all stakeholders.”
Mr. Newhard succeeds Jon Keyser, who has served as Interim President and Chief Executive Officer since June 2026. Mr. Keyser and the Board have mutually agreed that he will remain with the Company in an advisory capacity to support a smooth transition before departing to pursue other opportunities.
“On behalf of the Board, I want to thank Jon Keyser for his leadership through a dynamic time for Verra Mobility,” Mr. Byrne continued. “We appreciate his willingness to serve as interim CEO and lead our efforts to stabilize the business, simplify our organizational structure and advance key operational priorities. We are grateful for Jon’s many contributions over the years, and we appreciate his commitment to ensuring a smooth transition.”
“It has been a privilege to lead Verra Mobility and work alongside such a talented team,” said Mr. Keyser. “I am proud of the progress we have made at a critical juncture, while continuing to advance our leading technology platform. I am confident that the Company is well positioned to pursue the opportunities ahead.”
Mr. Newhard’s appointment is the successful result of a comprehensive search the Board conducted with the support of leading executive search firm Spencer Stuart.
About Jon Newhard
Jon Newhard brings more than two decades of experience across intelligent transportation systems, enterprise software and technology-enabled businesses. Most recently, he served as Chief Executive Officer of Yunex Traffic GmbH, a global provider of intelligent transportation systems and smart mobility solutions, where he was responsible for the Company’s strategy, operations and financial performance across a global footprint. Previously, Mr. Newhard served as Chief Executive Officer of Clinc, Inc., an AI company; General Manager of Cubic ITS; and Chief Executive Officer of Advanced Traffic Solutions Inc. (Trafficware), where he led the Company’s turnaround and growth strategy through its acquisition by Cubic Corporation. He previously served as Chairman of Miovision and on the board of Synapse ITS. He holds a degree in Economics and Engineering from the United States Military Academy at West Point and an MBA from Harvard Business School.
About Verra Mobility
Verra Mobility Corporation (NASDAQ: VRRM) is a leading provider of smart mobility technology solutions that make transportation safer, smarter and more connected. The company sits at the center of the mobility ecosystem, bringing together vehicles, hardware, software, data and people to enable safe, efficient solutions for customers globally. Verra Mobility’s transportation safety systems and parking management solutions protect lives, improve urban and motorway mobility and support healthier communities. The company also solves complex payment, utilization and compliance challenges for fleet owners and rental car companies. Headquartered in Arizona, Verra Mobility operates in North America, Europe, Asia and Australia. For more information, please visit www.verramobility.com.
Forward-Looking Statements
This press release contains forward-looking statements which address our expected future business and performance, and may contain words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “project,” “may,” “should,” “will” or similar expressions. Forward-looking statements include statements regarding our technology, our ability to drive the business forward to meet the evolving smart mobility needs of the communities we serve and drive shareholder value, our ability to build on our strengths and accelerate our impact and create value for all stakeholders, any other statements about our management’s future expectations, beliefs, goals, plans or prospects, and all statements other than historical facts. Forward-looking statements involve risks and uncertainties, and a number of factors could cause actual results to differ materially from those currently anticipated. These factors include, but are not limited to, the impact of negative industry and macroeconomic conditions, including inflation and higher interest rates, the impact of government actions and regulations, such as tariffs, trade protection measures, and military conflicts, on our customers or Verra Mobility; customer concentration in our Commercial Services and Government Solutions segments, including risks impacting these segments such as travel demand and legislation, and the risk of losing a customer; risks related to our contract with NYCDOT, which comprises a material portion of our revenue, including the timing of payments; risks associated with fluctuations in fleet volume under our arrangements with our significant Commercial Services customers; risks associated with the renewal of Commercial Services customer agreements or termination of any such contracts; risks related to the contractual renewal discussions with our third significant Commercial Services customer; risks and uncertainties related to our government contracts, including legislative changes, termination rights, delays in payments, audits, and investigations; decreases in the prevalence or political acceptance of, or an increase in governmental restrictions regarding, automated and other similar methods of photo enforcement, parking solutions, or the use of tolling; our ability to successfully implement our acquisition strategy or integrate acquisitions; failures in or breaches of our networks or systems, including as a result of cyber-attacks or other incidents; risks and uncertainties related to our international operations and our ability to develop and successfully market new products and technologies into new markets; our failure to acquire necessary intellectual property or adequately protect our intellectual property; our ability to manage our substantial level of indebtedness; our ability to maintain effective internal controls over financial reporting; risks related to our goodwill and intangible assets, which have been subject to impairment and may be subject to further impairment in the future; our ability to properly perform under our contracts and otherwise satisfy our customers; risks associated with the use of artificial intelligence (“AI”) and related tools and our ability to achieve expected benefits from AI; our ability to incorporate AI into our business and transform our data into valuable insights, deliver more intelligent software and hardware, improve our efficiency of our operations and create a new generation of AI-enabled transportation solutions that strengthens customer outcomes, improves roadway safety and increases the long-term value of our technology platform; decreased interest in outsourcing from our customers; our ability to keep up with technological developments and changing customer preferences; our ability to compete in a highly competitive and rapidly evolving market; risks and uncertainties related to our share repurchase program; risks and uncertainties related to litigation, including pending securities litigation, and other disputes and regulatory investigations; our reliance on specialized third-party providers; and other risks and
uncertainties indicated from time to time in documents we filed or will file with the Securities and Exchange Commission (the “SEC”). In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this press release can or will be achieved. This press release should be read in conjunction with the information included in our other press releases, reports, and other filings with the SEC. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2025 Annual Report on Form 10-K and first and second quarter 2026 Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this press release and except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments, or otherwise. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods.
Media Relations:
Valerie Schneider
valerie.schneider@verramobility.com
Investor Relations:
Mark Zindler
mark.zindler@verramobility.com