Michael Huerta
About Michael Huerta
Independent director at Verra Mobility since May 2021; age 68. Former Administrator of the U.S. Federal Aviation Administration (FAA) (2013–2018), preceded by Acting Administrator (2011–2013) and Deputy Administrator (2010–2011). Previously Executive Vice President and Group President, Government Transportation, at Affiliated Computer Services (now Conduent). Education: B.A. in Political Science (UC Riverside) and Master’s in Public Affairs (Princeton). Currently a transportation industry consultant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Aviation Administration | Administrator | 2013–2018 | Led national aviation regulator; senior public-sector leadership and oversight experience. |
| U.S. Federal Aviation Administration | Acting Administrator | 2011–2013 | Continuity of leadership; crisis/operational oversight. |
| U.S. Federal Aviation Administration | Deputy Administrator | 2010–2011 | Executive management role in regulated industry. |
| Affiliated Computer Services (now Conduent) | EVP & Group President, Government Transportation | Prior to FAA roles | Led government transportation segment at a major services provider. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Delta Air Lines (NYSE: DAL) | Independent Director | Since 2018 | Audit; Safety & Security; Corporate Governance. |
| Joby Aviation (NYSE: JOBY) | Director | Since Mar 2023 | Compensation Committee. |
| The MITRE Corporation | Board of Trustees | Since 2024 | Governance & Board Development Committee. |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members: Michael Huerta, Douglas Davis, John Rexford. All committee members are independent under Nasdaq standards.
- Independence: Board determined Nominating & Corporate Governance Committee members are independent, non‑employee directors, free from relationships impairing judgment.
- Attendance: Board met 7 times (plus 3 written consents) in FY2024; Nominating & Corporate Governance met 3 times. Each incumbent director attended 100% of Board and assigned committee meetings; all directors attended the 2024 annual meeting.
- Risk oversight: Board oversees enterprise risk, including governance policy compliance and ethics; Audit Committee oversees related‑party review and technology/cybersecurity risk.
Fixed Compensation
| Metric | FY 2024 | FY 2025 Policy |
|---|---|---|
| Annual Cash Retainer ($) | 75,000 (actual fees earned) | 75,000 (retainer increased by $10,000 effective Jan 1, 2025) |
| Committee Chair Fee – Nominating & Corporate Governance ($) | 10,000 | 10,000 (chair retainer increased to $10,000) |
| Equity – Annual Director RSU Grant Fair Value ($) | 169,989 (granted May 21, 2024) | 195,000 (policy increase effective Jan 1, 2025) |
| RSU Shares Granted | 6,229 (at $27.29 FMV per unit on May 21, 2024) | — (not disclosed) |
Notes:
- Chairs do not receive additional member fees for the committee they chair.
- Director compensation policy reviewed annually with Semler Brossy, an independent compensation consultant.
Performance Compensation
| Grant | Grant Date | Type | Vesting Condition | Vest Timing |
|---|---|---|---|---|
| Annual Director RSUs | May 21, 2024 | RSUs | Time‑based; vest in full on the earlier of the date immediately preceding the next annual stockholder meeting or 1 year from grant. | Will vest prior to the 2025 Annual Meeting. |
- No performance‑conditioned equity (e.g., PSUs) or option awards are disclosed for non‑employee directors; director equity is time‑based RSUs.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| Delta Air Lines; Joby Aviation; MITRE | Transportation/regulatory expertise is relevant to VRRM’s markets, but no related‑party transactions were reported in 2024; Audit Committee policy governs review/approval of related‑person transactions. |
- Related Person Transaction Policy applies above $120,000 and is overseen by the Audit Committee; no related‑person transactions occurred in 2024.
Expertise & Qualifications
- Senior leadership in regulated industries and government (FAA), corporate governance and risk oversight; aligns with Board’s skills matrix emphasis on operations/risk, strategy/M&A, government/regulatory, and corporate governance.
- Technology and transportation sector experience via ACS/Conduent; ongoing board roles at aviation and systems organizations.
- Education: UC Riverside (BA), Princeton (MPA), supporting policy and international relations competencies.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components/Notes |
|---|---|---|---|
| Michael Huerta | 24,254 | <1% (based on 159,421,778 shares outstanding as of Record Date) | Includes 6,229 shares issuable upon vesting of RSUs that will vest prior to the Annual Meeting. |
- Anti‑hedging and anti‑pledging policy: directors are prohibited from hedging and from holding/pledging company stock in margin accounts or as loan collateral.
Insider Trades
| Date | Filing Type | Description/Note |
|---|---|---|
| June 4, 2024 | Form 4 | Unintentionally filed two days late; otherwise, directors/officers complied with Section 16(a) during FY2024. |
Governance Assessment
- Strengths: Independent director with 100% attendance; chairs Nominating & Corporate Governance (director selection, governance guidelines, board evaluations). Compensation uses time‑based RSUs plus modest cash, with increased 2025 equity retainer signaling continued alignment; robust anti‑hedging/pledging policy.
- External roles: Deep transportation/regulatory expertise via Delta, Joby, and MITRE boards; no 2024 related‑party transactions disclosed, mitigating conflict risk.
- Compensation mix: FY2024 cash fees of $75,000 and RSUs valued at ~$170,000; policy shifts for 2025 increase equity to $195,000, modestly enhancing long‑term alignment without adding options or performance metrics.
- RED FLAGS: One late Section 16 Form 4 filing (two days late) in 2024; monitor future filing timeliness.