Cynthia Russo
About Cynthia Russo
Cynthia Russo (age 55) has served on Verra Mobility’s Board since 2019 and is independent under Nasdaq standards. She sits on the Audit and Compensation Committees. Russo holds a Bachelor’s in business administration from James Madison University and is a Certified Public Accountant and Certified Internal Auditor, with an executive background in finance, risk management, and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MICROS Systems, Inc. | EVP & CFO | Apr 2010–Sep 2014 (acquired by Oracle) | Senior financial leadership; public-company CFO experience |
| Cvent, Inc. | EVP & CFO | Sep 2015–Sep 2018 | Cloud SaaS finance leadership |
| Optoro, Inc. | Consulting CFO | Mar 2021–Sep 2022 | Reverse logistics tech; finance support |
| UserTesting, Inc. | Director; Audit Chair; Compensation Committee member | Feb 2021–Jan 2023 (taken private) | Audit leadership; comp oversight |
| Canvas Solutions (GoCanvas) | CFO Operating Partner (K1) | Through sale in Jun 2024 | Portfolio CFO operations |
| SimPRO Holdings (K1) | CFO Operating Partner | Since Nov 2023 | Portfolio finance leadership |
| Panopto (K1) | CFO Operating Partner | Since Dec 2024 | Portfolio finance leadership |
External Roles
| Organization | Public/Private | Role | Committees |
|---|---|---|---|
| PAR Technology Corporation (NYSE: PAR) | Public | Director | Audit Committee Chair; Compensation Committee member; prior Lead Director |
| Verifone, Inc. | Private | Director | Audit Committee Chair |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Audit Committee composition: John Rexford (Chair), Patrick J. Byrne, Cynthia Russo; all independent and designated as “audit committee financial experts” .
- Compensation Committee composition: Douglas Davis (Chair), Raj Ratnakar, Cynthia Russo; all independent; no interlocks/insider participation reported in 2024 .
- Independence: All directors except the CEO are independent under Nasdaq; Russo is independent .
- Attendance: In 2024, the Board met 7 times (plus 3 written consents); Audit Committee met 4 times (plus 1 consent); Compensation Committee met 5 times (plus 9 consents); Nominating Committee met 3 times; each incumbent director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Related-party oversight: Audit Committee administers the Related Person Transactions Policy; no related-person transactions in 2024 .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Class A Common Stock for directors/officers/employees .
Fixed Compensation
| Component | 2024 Structure | Russo 2024 Amounts | Vesting/Timing |
|---|---|---|---|
| Board Cash Retainer | $65,000 annual | Included in $82,500 cash fees | Paid quarterly/annually at director election |
| Committee Member Fees | Audit $10,000; Compensation $7,500; Nominating $4,000 | Included in $82,500 cash fees | Paid quarterly/annually |
| Committee Chair Fees | Audit $22,500; Compensation $17,500; Nominating $10,000; Board Chair $70,000 | N/A (Russo not chair at VRRM) | N/A |
| Equity (RSUs) | ~$170,000 grant-date fair value (May 2024) | $169,989 stock awards | Vests in full by earlier of next annual meeting or one year from grant |
Policy updates effective January 1, 2025:
- Director cash retainer increased to $75,000; director equity to $195,000; Board Chair supplemental to $90,000; Audit Chair to $15,000; Compensation Chair to $12,500; Nominating Chair to $10,000; Nominating Committee member retainer to $5,000 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date FMV | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (non-employee directors) | May 21, 2024 | 6,229 RSUs to Russo | $27.29 per unit; aggregate ~$170,000 | Vests in full by earlier of next annual meeting or one year from grant | None disclosed for directors (time-based RSUs only) |
Other Directorships & Interlocks
| Company | Sector/Notes | Role | Potential Interlocks |
|---|---|---|---|
| PAR Technology (NYSE: PAR) | Restaurant tech | Audit Chair; Compensation member; prior Lead Director | No VRRM disclosed related-party ties; none in 2024 |
| Verifone | Payments/commercial tech | Audit Chair | No VRRM disclosed related-party ties; none in 2024 |
| UserTesting (NYSE: USER; taken private Jan 2023) | Customer insights SaaS | Director; Audit Chair; Compensation member (past) | N/A |
Expertise & Qualifications
- Financial/accounting and risk management expertise; prior public-company CFO roles at MICROS and Cvent .
- Audit committee financial expert designation at VRRM .
- Technology/SaaS exposure via Cvent, UserTesting, SimPRO, Panopto, GoCanvas; operational finance leadership .
Equity Ownership
| Holder | Beneficially Owned Shares | RSUs Included (vest within 60 days) | % of Voting Power | Notes |
|---|---|---|---|---|
| Cynthia Russo | 48,115 | Includes 6,229 RSUs scheduled to vest prior to the Annual Meeting | * (<1%) | Based on 159,421,778 shares outstanding as of Record Date (Mar 25, 2025) |
Policy constraints:
- Hedging and pledging prohibited for directors/officers/employees .
- Director stock ownership guideline: minimum 5× non-employee director board and committee retainers (excluding leadership premiums); compliance within five years of becoming subject to the guidelines .
Governance Assessment
- Independence and committee effectiveness: Russo is an independent director and serves on both Audit and Compensation—two high-impact oversight committees. The Audit Committee designates all members, including Russo, as financial experts, supporting robust financial reporting and risk oversight .
- Engagement: 100% attendance at Board and committee meetings in 2024 and attendance at the annual meeting indicates high engagement; Board/committee cadence suggests active oversight (Board 7 meetings; Audit 4; Compensation 5; Nominating 3) .
- Pay-for-service structure: Director compensation is a balanced cash/equity mix, with time-based RSUs vesting by the next annual meeting, aligning director incentives with shareholder value while avoiding short-term performance targets that may bias oversight. 2025 policy increases cash and equity retainers modestly, consistent with market benchmarking by Semler Brossy and peer practices .
- Alignment and safeguards: Ownership guidelines (5× retainers) and anti-hedging/anti-pledging rules support alignment and mitigate risk of misaligned incentives .
- Conflicts and related parties: Audit Committee oversees related-party transactions; no related-person transactions were reported in 2024, reducing conflict risk. Compensation Committee reported no interlocks/insider participation, reducing influence risks .
- Shareholder sentiment: Say-on-pay (executive) passed with ~84.2% support in 2024; while focused on executives, it signals general investor confidence in the company’s compensation governance framework .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance. Monitoring item: multiple external roles (including K1 portfolio CFO Operating Partner positions) increase time commitments; continued 100% attendance mitigates the concern .
Investor implications: Russo’s audit/comp expertise and independent status bolster governance quality and investor confidence; compensation structure and ownership policies support alignment; absence of related-party transactions reduces conflict risk .