Douglas Davis
About Douglas Davis
Douglas Davis (age 63) is an independent director of Verra Mobility (VRRM) since 2019 and serves as Chairman of the Compensation Committee and member of the Nominating & Corporate Governance Committee . He previously held senior roles at Intel Corporation from 1984–2019, including SVP of the Automated Driving Group and SVP/GM of the Internet of Things Group, and holds a B.S. in electrical engineering (New Mexico State University) and an MBA (ASU W.P. Carey) . The Board determined he is independent under Nasdaq standards; all incumbent directors had 100% meeting attendance in the last fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Senior Vice President, Automated Driving Group; SVP & GM, Internet of Things Group | 1984–2019 | Technology and operational leadership in ADAS/IoT; deep technical and scale execution background |
External Roles
| Company | Listing | Role | Committees | Notes |
|---|---|---|---|---|
| Oshkosh Corporation | NYSE: OSK | Director | Audit; Compensation | Current service |
| Cerence Inc. | NASDAQ: CRNC | Director | Audit; Compensation | Current service |
Board Governance
- Committees: Compensation (Chair); Nominating & Corporate Governance (Member) .
- Independence: All directors except CEO are independent; Davis is independent .
- Attendance: Board met 7 times; committees met regularly; each incumbent director attended 100% of Board and committee meetings in FY2024 .
- Leadership structure: Independent Chair (Patrick Byrne); CEO and Chair roles separated; executive sessions of non-employee directors held at least annually .
- Risk oversight: Audit Committee oversees financial, internal control, and cybersecurity risks; Comp Committee evaluates compensation risk; Nominating & Governance oversees governance frameworks .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of VRRM stock by directors .
Fixed Compensation
| Component | FY2024 Amount | FY2025 Policy (effective Jan 1, 2025) | Vesting/Terms |
|---|---|---|---|
| Board cash retainer | $65,000 | $75,000 | Paid quarterly/annually per policy |
| Compensation Committee Chair fee | $17,500 | $12,500 | Chair supplemental retainer |
| Nominating & Gov Committee member fee | $4,000 | $5,000 | Member fee |
| Audit/Comp Committee member fees | $10,000 (Audit), $7,500 (Comp) | Unchanged for members | Member retainers |
| Director RSU grant (annual) | $170,000 grant-date value (May 2024) | $195,000 grant-date value | Vests in full before next annual meeting or 1 year from grant |
| Douglas Davis 2024 actual | Cash: $86,500; Stock Awards: $169,989; Total: $256,489 | — | RSUs: 6,229 units granted on 5/21/2024 at $27.29 FMV |
Performance Compensation
As Compensation Committee Chair, Davis oversees executive pay structures tied to financial performance. 2024 AIP metrics and outcomes:
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Consolidated Revenue ($MM) | $752.9 | $885.7 | $1,062.9 | $879.2 | 96.7% |
| Consolidated Adjusted EBITDA ($MM) | $354.7 | $417.3 | $500.7 | $401.6 | 86.7% |
| Commercial Services Revenue ($MM) | $344.7 | $405.5 | $486.6 | $407.7 | 102.5% |
| Commercial Services Adj. EBITDA ($MM) | $231.0 | $271.8 | $326.1 | $267.8 | 96.7% |
| Government Solutions Revenue ($MM) | $331.5 | $390.0 | $468.0 | $390.9 | 100.0% |
| Government Solutions Adj. EBITDA ($MM) | $111.2 | $128.9 | $157.1 | $121.7 | 86.7% |
| Parking Solutions Revenue ($MM) | $76.7 | $90.2 | $108.3 | $80.6 | 0% |
| Parking Solutions Adj. EBITDA ($MM) | $14.7 | $17.3 | $20.8 | $12.2 | 0% |
- FY2024 consolidated results: Revenue $879.2MM; Net income $31.4MM; Adjusted EBITDA $401.6MM .
- PSU design: vest based on 3-year relative TSR vs S&P 1000 index; threshold 25th, target 55th, max 75th percentile; cap at 100% if absolute TSR is negative .
- Clawback: Restatement-based clawback adopted Oct 2023 covering compensation tied to financial reporting measures over prior three fiscal years .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no executive of VRRM sits on other entities’ comp committees with VRRM executives; Committee members (Davis—Chair; Ratnakar; Russo) are independent . |
| Related person transactions | None in 2024 under Item 404 policy; Audit Committee reviews/approves any related person transactions; none occurred . |
| Section 16 compliance | All officers/directors complied; one late Form 4 for director Michael Huerta (two days) in 2024; no issues reported for Davis . |
Expertise & Qualifications
- Technical and operational expertise in automotive, IoT, and data-driven technologies (Intel ADG/IoT leadership) .
- Board-level experience in audit and compensation oversight at Oshkosh and Cerence .
- Education: B.S. EE (New Mexico State University); MBA (ASU W.P. Carey) .
- Board skills matrix highlights technology/cybersecurity, strategy/M&A, industry knowledge, and senior leadership among directors .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Douglas Davis | 48,115 shares; includes 6,229 RSUs vesting prior to the 2025 Annual Meeting | Outstanding shares 159,421,778 as of 3/25/2025; director ownership marked “<1%”; RSU grant and vesting schedule per director policy |
| Pledging/Hedging | Prohibited for directors under insider trading policy | No margin or collateral pledging permitted; hedging transactions banned |
| Director ownership guidelines | Non-employee directors: 5x board and committee retainers (excluding leadership premiums) to be achieved within 5 years | Company does not disclose individual compliance status by director |
Governance Assessment
- Positive signals: Independent status; 100% attendance; no related party transactions; anti-hedging/pledging policy; robust clawback; clear separation of Chair/CEO; use of independent comp consultant (Semler Brossy) with no conflicts .
- Alignment: Director pay is majority equity via time-based RSUs with annual vesting aligned to board service; updated FY2025 policy increases cash and equity modestly, maintaining equity linkage .
- Oversight quality: Compensation metrics emphasize revenue and Adjusted EBITDA across segments, with performance calibration and TSR-based PSUs; say-on-pay support at ~84.2% in 2024 indicates shareholder acceptance of pay design .
- Red flags: None disclosed specific to Davis. No compensation committee interlocks, no related-party transactions, and anti-pledging reduces alignment risk .