David Roberts
About David Roberts
David Roberts, 54, is President and Chief Executive Officer of Verra Mobility and has served as a director since October 2018; he previously served as COO and then CEO of American Traffic Solutions prior to the merger, and holds an MBA from the University of Chicago Booth School of Business and a BBA from Baylor University . VRRM delivered 2024 revenue of $879.2 million (+7.6% y/y) and Adjusted EBITDA of $401.6 million; company cumulative TSR from 12/31/2019 to 12/31/2024 measured $172.84 vs. $100 base, indicating material value creation through his tenure . The Board separates the CEO and Chair roles (Chair: Patrick J. Byrne), mitigating dual-role concentration and preserving independent oversight; Roberts is not an independent director given his management role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verra Mobility | President & CEO | Oct 2018–Present | Built a high-performing company focused on consistent financial performance, market leadership, and culture . |
| American Traffic Solutions (ATS) | COO; then President & CEO | 2014–May 2018; May–Oct 2018 | Led operations and transition ahead of combination with Verra Mobility . |
| BillingTree | President & CEO | Apr 2012–Aug 2014 | Led payments platform growth and operations . |
| Bank of America Merrill Lynch | Managing Director, Equity Plan Services | Aug 2008–Mar 2012 | Led equity plan services after BoA acquired Equity Methods . |
| Equity Methods | Chief Executive Officer | Pre-2008 (acquired by BoA ML) | Leadership culminating in acquisition by Bank of America Merrill Lynch . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HNI Corporation (NYSE: HNI) | Director | Jun 2024–Present | Public company directorship . |
| Arizona State University (W.P. Carey) | Adjunct Professor | Prior | Academic engagement . |
| Feed My Starving Children (AZ) | Adviser, Leadership Committee | Current | Community engagement . |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 675,000 | 625,000 | 8.0% increase approved Feb 2024 . |
| Target Bonus (% of Salary) | 100% | 100% | AIP target unchanged y/y . |
| Actual Bonus Paid ($) | 488,328 | 636,445 | Earned under AIP for 2024 and 2023, respectively . |
| All Other Comp ($) | 13,800 | 13,046 | Primarily 401(k) safe harbor contributions . |
Performance Compensation
- Annual Incentive Plan (AIP) design: CEO weighting is 50% Consolidated Revenue, 30% Consolidated Adjusted EBITDA, 20% Individual Performance .
- 2024 performance vs targets and payouts:
| Metric (Consolidated) | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|
| Revenue ($MM) | 752.9 | 885.7 | 1,062.9 | 879.2 | 96.7% . |
| Adjusted EBITDA ($MM) | 354.7 | 417.3 | 500.7 | 401.6 | 86.7% . |
- Long-Term Incentive Mix and Grants (2024 cadence: CEO 70% PSUs / 30% RSUs): RSUs vest in 4 equal annual tranches; PSUs cliff-vest at 3 years based on relative TSR vs S&P 1000 (threshold 25th percentile=50% payout; target 55th=100%; max 75th=150%; negative absolute TSR caps at 100%) .
- 3/1/2024 grants to Roberts: 52,447 RSUs and 111,376 PSUs .
- One-time 5-Year LTIP (granted 8/15/2023): 450,000 PSUs for Roberts, in three annual tranches measured on 8/15/2026, 8/15/2027, 8/15/2028; vesting tied to absolute stock price CAGR hurdles (threshold 10% annualized; max 17.5% annualized) with forfeiture of unearned tranche at each measurement date; baseline set on 10-day average at grant .
- Realized 2024 equity value events:
- 2021 PSU cycle paid at 150% (relative TSR outperformance), delivering 93,867 shares to Roberts .
- RSU vesting for Roberts: 50,651 shares; option exercises: 129,018 shares, $3.48M value realized (potential post-vest supply consideration) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,148,460 shares (direct 754,413; family trust 219,745; stock options 174,302) . |
| % of Shares Outstanding | <1% of 159,421,778 shares outstanding as of record date . |
| Unvested/Outstanding Awards (12/31/2024) | RSUs outstanding include awards from 2021–2024; PSUs outstanding include 2022–2024 PSU cycles and 5-Year LTIP; see detailed award table for counts and values based on $24.18/share at 12/31/2024 . |
| Stock Ownership Guideline | CEO: Lesser of 4x salary or 230,000 shares; Roberts’ beneficial holdings exceed 230,000-share threshold . |
| Hedging/Pledging | Prohibited for directors and officers; no margin or pledge allowed under insider trading policy (reduces downside misalignment risk) . |
| Clawback | Restated clawback policy adopted Oct 2023; applies to erroneously awarded comp tied to financial reporting measures for 3 fiscal years preceding any required restatement . |
Employment Terms
| Provision | David Roberts |
|---|---|
| Employment Agreement | Amended & Restated Executive Employment Agreement dated Mar 25, 2021 . |
| Base Salary & Bonus Target | Initial base $550,000 (subject to adjustments); bonus target 100% of base; eligible up to 150% of target based on company and individual performance . |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 24 months of base salary continuation and benefits; amounts subject to release and restrictive covenants . |
| Equity Treatment (CIC) | Double-trigger for assumed/substituted awards (accelerates on qualifying termination within 90 days pre to 1 year post-CIC for PSUs; 90 days pre to Aug 15, 2028 for 5-Year LTIP); single-trigger if not assumed (accelerates at actual performance through CIC date) . |
| Death/Disability | RSUs and unvested options vest in full; PSUs pro-rated by performance period elapsed; 5-Year LTIP vests based on next measurement date achievement . |
| Potential Payouts (12/31/2024 scenario) | Termination without Cause/Good Reason or with CIC: Cash $2,700,000; Benefits $50,356; RSU acceleration $3,417,263; PSU/5-Year LTIP acceleration $18,046,066; death/disability PSU/5-Year LTIP $3,627,000 (valuation methodology as disclosed) . |
Board Governance
- Role and structure: Roberts is a Class II director (term to 2026) and CEO; Board leadership is separated (Chair: Patrick J. Byrne), addressing dual-role concentration concerns . Roberts is not independent due to his management role; a majority of the Board is independent .
- Committees: Roberts is not listed on audit, compensation, or nominating/governance committees (those are fully independent) .
- Board process and attendance: Board met seven times in the last fiscal year; each incumbent director attended 100% of Board and committee meetings; non-employee directors hold executive sessions at least annually .
- Director compensation: Roberts receives no additional pay for board service (compensated solely as CEO) .
Say-on-Pay and Shareholder Feedback
- 2024 say-on-pay support: 84.2% approval (non-binding advisory) .
- Compensation governance: Independent consultant (Semler Brossy), market-based peer group benchmarking, strong variable pay emphasis (approx. 87.4% of CEO compensation is variable), clawback and ownership guidelines in place .
Compensation Structure Analysis
- Cash vs equity mix: Elevated equity weighting via PSUs/RSUs and the 5-Year LTIP increases alignment with long-term TSR; CEO equity mix tilted 70% to PSUs in 2024, with RSUs vesting over four years .
- Performance rigor: AIP metrics tied to consolidated revenue and Adjusted EBITDA (challenging targets); 2024 payouts were below target given EBITDA shortfall despite near-target revenue; Parking Solutions paid 0% due to revenue miss, underscoring discipline .
- Long-term alignment: 5-Year LTIP requires substantial absolute stock price CAGR (10–17.5% annually) with hard tranches and forfeiture if not achieved, increasing stretch and retention .
- Year-over-year adjustments: CEO base increased 8% in 2024; annual bonus targets unchanged; emphasis on PSU-heavy grants maintained .
Equity Ownership & Vesting Detail (Selected)
| Award | Grant Date | Instruments | Vesting/Performance | Size/Notes |
|---|---|---|---|---|
| Annual LTIP | 3/1/2024 | 52,447 RSUs | 25% annually over 4 years | CEO grant . |
| Annual LTIP | 3/1/2024 | 111,376 PSUs | 3-year relative TSR vs S&P 1000; 50–150% payout; cap at 100% if absolute TSR negative | CEO grant . |
| 5-Year LTIP | 8/15/2023 | 450,000 PSUs | Three tranches measured 2026/2027/2028; absolute stock price CAGR thresholds (10–17.5%); tranche forfeiture if unmet | CEO one-time award . |
| 2021 PSU Payout | 3/4/2021 grant | PSUs | Earned at 150% based on relative TSR; 93,867 shares delivered in 2024 | CEO realized . |
| 2024 Exercises/Vesting | 2024 | Options/RSUs | 129,018 options exercised; 50,651 RSUs vested | Value realized $3.48M on option exercises . |
Risk Indicators and Red Flags
- Hedging/pledging: Prohibited—reduces alignment risk concerns .
- Related-party transactions: None in 2024 (clean) .
- Section 16 compliance: Officers/directors compliant; one late Form 4 for a non-CEO director (Michael Huerta) noted; no issues cited for Roberts .
- Option repricing/tax gross-ups: Not disclosed; company states it does not time grants around MNPI; stock options not currently granted in regular program .
Compensation Peer Group (for context)
Peer set used in 2024 decisions includes companies such as ACI Worldwide, Blackbaud, EXL, Guidewire, Manhattan Associates, OSI Systems, WEX, among others (full list in proxy) .
Employment Terms—Change-in-Control Economics (Illustrative)
| Scenario (as of 12/31/2024) | Cash ($) | Benefits ($) | RSU Accel ($) | PSU/5-Year LTIP Accel ($) |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason | 2,700,000 | 50,356 | — | — |
| Same + CIC (awards assumed; double-trigger) | 2,700,000 | 50,356 | 3,417,263 | 18,046,066 |
| Awards not assumed in CIC (single-trigger equity) | — | — | 3,417,263 | 18,046,066 |
| Death/Disability (equity only shown) | — | — | — | 3,627,000 |
| Values per proxy methodology at $24.18/share and award terms; severance conditioned on release and covenants . |
Investment Implications
- Pay-performance alignment: CEO compensation is predominantly variable (circa 87% variable) and tied to revenue/Adjusted EBITDA and multi-year TSR; the 5-Year LTIP’s absolute price hurdles provide strong long-term alignment and retention, but also embed meaningful upside if execution continues—supportive for long-term holders .
- Insider supply dynamics: 2024 saw material option exercises and PSU/RSU vesting for Roberts (total RSU/PSU vesting and option exercises), which may create intermittent selling pressure around vesting and tax events, though hedging/pledging prohibitions mitigate leverage-driven selling risk .
- Governance quality: Separation of Chair/CEO, independent committees, anti-hedging/pledging, stock ownership guidelines, and an updated clawback policy reduce governance risk; 84.2% say-on-pay indicates broad investor acceptance of the program .
- Retention and CIC economics: Two-year severance and substantial double-trigger equity acceleration under a CIC, plus performance-conditioned treatment for PSUs/5-Year LTIP, meaningfully retain the CEO but could increase deal-related costs—important in M&A scenarios .
- Performance track: 2024 fundamentals (revenue growth and high Adjusted EBITDA) and positive multi-year TSR underpin credibility; AIP payouts were tempered by EBITDA shortfalls, showing discipline in annual pay outcomes .