John Rexford
About John Rexford
John Rexford (age 68) has been an independent director of Verra Mobility since October 2018 and currently chairs the Audit Committee; he also serves on the Nominating & Corporate Governance Committee . He is Managing Director of Ramona Park Consulting LLC (founded 2016) and brings 36+ years of finance experience including Global M&A Head at Xerox and CFO roles at Affiliated Computer Services (acquired by Xerox); he holds a BBA and MBA from Southern Methodist University’s Cox School of Business, and is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Corporation | Global M&A Head | 2010–2015 | Led global M&A; deep transaction and finance expertise |
| Affiliated Computer Services (acquired by Xerox) | Chief Financial Officer | 2006–2007 | Senior finance leadership; public co CFO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ramona Park Consulting LLC | Managing Director | 2016–Present | Consulting leadership; finance and transaction advisory |
| Exela Technologies (NASDAQ: XELA) | Director; Compensation Committee Member | 2017–2022 | Compensation oversight; public board experience |
Board Governance
- Committee assignments: Audit (Chair); Nominating & Corporate Governance (Member) .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq/SEC rules; Rexford is independent .
- Attendance and engagement: In FY2024, the Board met 7 times; Audit met 4; Nominating & Corporate Governance met 3; each incumbent director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Roles of CEO and Chair are separated; Chair is independent (Patrick J. Byrne) .
- Audit Committee scope: Oversees external auditor selection, independence, internal controls, risk (including cybersecurity), and related-person transaction policy administration; Audit Committee report signed by Rexford (Chair) .
Fixed Compensation
| Component (Non-Employee Director) | FY2024 | FY2025 Policy (Effective Jan 1, 2025) |
|---|---|---|
| Board Cash Retainer ($) | 65,000 | 75,000 |
| Audit Committee Chair Fee ($) | 22,500 | 15,000 |
| Nominating & Corporate Governance Committee Member Fee ($) | 4,000 | 5,000 |
| Equity RSU Grant ($ grant-date fair value) | 170,000 (May 2024) | 195,000 (policy level) |
| Rexford—Fees Earned in Cash ($) | 91,500 | — |
| Rexford—Stock Awards ($) | 169,989 | — |
| Rexford—Total ($) | 261,489 | — |
Notes: 2024 RSU grant sized at $170,000, vesting on the earlier of the day before the next annual meeting or one year from grant; grant-date fair value per unit $27.29, with 6,229 RSUs awarded per director (including Rexford) on May 21, 2024 .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Director RSUs | May 21, 2024 | 6,229 | Vest in full on earlier of day before 2025 annual meeting or one year from grant | None; time-based vesting (no performance metrics) |
- No options or PSUs are disclosed for non-employee directors in FY2024; equity is time-based RSUs under the 2018 Plan .
Other Directorships & Interlocks
| Company | Relationship to VRRM | Potential Interlock/Conflict |
|---|---|---|
| Exela Technologies (prior) | No disclosed business with VRRM | None disclosed; no related-person transactions reported for 2024 . |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; Board determined all Audit members (including Rexford) are “audit committee financial experts” with ability to read/understand financial statements .
- Transaction/M&A: Led Xerox global M&A; senior finance leadership at ACS .
- Education: BBA and MBA, Southern Methodist University (Cox School) .
Equity Ownership
| Holder | Shares Beneficially Owned | As % of Shares Outstanding | Notes |
|---|---|---|---|
| John Rexford | 47,504 | ~0.03% (47,504 / 159,421,778) | Includes 6,229 RSUs scheduled to vest prior to the 2025 Annual Meeting . |
- Anti-hedging and anti-pledging: Company policy prohibits directors from hedging or pledging company stock; margin accounts and collateral pledges are prohibited .
- Director ownership guidelines: Non-employee directors must hold stock equal to 5x board and committee retainers (excluding leadership premiums); 5-year compliance window from adoption/role start . Compliance status for Rexford is not disclosed.
Insider Trades (Form 4)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jun 12, 2024 | Sale | 9,005 | $26.37 | |
| May 21, 2025 (period of report May 19, 2025) | RSU vest/settlement from May 21, 2024 grant | 6,229 | — |
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; 100% attendance; robust related-party transaction policy overseen by Audit; anti-hedging/anti-pledging restrictions; separation of Chair/CEO roles; no related-person transactions in 2024 .
- Alignment: Receives standard director equity RSUs with annual vesting; beneficial ownership is modest in percentage terms but includes annual equity grants and stock ownership guidelines intended to drive alignment .
- Potential conflicts/red flags: None disclosed; no related-party transactions; no pledging/hedging; note isolated insider sale in June 2024 consistent with typical liquidity and RSU management; no pattern of problematic transactions evident from filings .
Overall signal: High governance quality through independent audit leadership, full attendance, and strong trading/pledging controls. Equity-based retainer structure supports ongoing alignment; monitoring of future ownership versus guidelines and additional insider transactions remains prudent .