Patrick J. Byrne
About Patrick J. Byrne
Patrick J. Byrne, age 64, is the independent Chairman of the Board of Verra Mobility (VRRM), serving as a director since November 2020 and as Chairman since 2022. He is a member of the Audit Committee and is designated by the Board as an “audit committee financial expert.” Byrne brings extensive operating and technology leadership experience from GE, Fortive, Tektronix, and Danaher, and holds B.S. and M.S. degrees in electrical engineering from UC Berkeley and Stanford, respectively . The Board has determined he is independent under Nasdaq standards; all incumbent directors attended 100% of Board and committee meetings in the last fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Renewable Energy – Onshore Wind | Chief Executive Officer | 2020–2024 | Led innovation, manufacturing, installation, and service for >50,000 turbines |
| GE (Corporate) | SVP, Operational Transformation | 2020–Mar 2024 | Enterprise transformation leadership |
| GE Digital | Chief Executive Officer | 2019–2022 | Led software business across grid, generation, O&G, manufacturing, aviation |
| Fortive | SVP, Product Realization | 2016–2019 | Portfolio/product realization leadership |
| Tektronix | President | 2014–2019 | Global P&L leadership in measurement solutions |
| Danaher (Test & Measurement businesses) | Chief Technology Officer | Prior to 2014 | Technology strategy across platform |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Diebold Nixdorf (NYSE: DBD) | Chairman of the Board | Current | Board chair |
| Micron Technology (NASDAQ: MU) | Independent Director | 2011–2020 | Audit; Nominating & Governance; Compensation committees |
Board Governance
- Structure and leadership: VRRM separates CEO and Chair; Byrne serves as independent Chairman, sets agendas, leads Board meetings, and presides over executive sessions of non-employee directors, enhancing independent oversight .
- Independence: All directors except the CEO are independent under Nasdaq standards; Byrne is independent .
- Committees and expertise: Byrne serves on the Audit Committee; all audit members (including Byrne) are independent and designated “audit committee financial experts” .
- Meetings and attendance: Board met 7 times (plus 3 written consents); Audit 4 (plus 1 consent); Compensation 5 (plus 9 consents); Nominating & Governance 3; each incumbent director attended 100% of Board and applicable committee meetings in FY2024 .
- Classification/tenure: Class II director; current term ends at the 2026 annual meeting .
- Executive sessions: Non-employee directors meet in executive session at least annually; the presiding director is the Chairman (Byrne) .
- Say-on-pay context: 84.2% support at the 2024 annual meeting (advisory) .
- Policies: Robust anti-hedging/anti-pledging (no hedging or pledging permitted) and a clawback policy (adopted Oct 2023) covering erroneously awarded compensation tied to financial reporting measures .
Fixed Compensation
Non-employee director compensation and Byrne’s 2024 actuals.
- Policy (FY2024): Cash board retainer $65,000; Chairman of the Board supplement $70,000; committee chair fees: Audit $22,500; Compensation $17,500; Nominating & Governance $10,000; committee member fees: Audit $10,000; Compensation $7,500; Nominating & Governance $4,000. Annual RSU grant ~$170,000 (time-based) .
- 2025 updates (effective Jan 1, 2025): Director cash retainer to $75,000; director equity to $195,000; N&G member retainer to $5,000; Board Chairman supplement to $90,000; Audit/Comp/N&G chair supplements to $15,000/$12,500/$10,000 .
- Byrne 2024 compensation: Cash fees $152,500; stock award grant-date fair value $169,989; total $322,489 .
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer (2024 policy) | $65,000 | Annual |
| Chairman supplement (2024 policy) | $70,000 | Annual |
| Audit Committee member fee (2024 policy) | $10,000 | Annual |
| Equity grant (2024 policy) | $170,000 | Annual RSU, time-based vest |
| Byrne – Fees Earned (2024 actual) | $152,500 | Actual cash received |
| Byrne – Stock Awards (2024 actual) | $169,989 | Grant-date fair value |
| Byrne – Total (2024 actual) | $322,489 | Sum of cash and equity |
Performance Compensation
Director equity is time-based and not performance-conditioned.
| Grant | Grant Date | Vehicle | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU (Byrne) | May 21, 2024 | RSU | 6,229 | $169,989 (at $27.29 per unit) | Vests in full by next annual meeting/1 year |
Performance metrics tied to director compensation: None (director equity is time-based RSUs; no PSUs/options for directors disclosed) .
Other Directorships & Interlocks
| Company | Relation to VRRM | Interlock/Conflict Notes |
|---|---|---|
| Diebold Nixdorf (DBD) – Chairman | No disclosed related-party relationship | No compensation committee interlocks disclosed; none with VRRM executives . |
| Micron Technology (MU) – former independent director | Historical | Committee service confirms governance depth; not a current interlock . |
- Compensation Committee Interlocks: None reported for VRRM in FY2024 .
- Related-party transactions: None in 2024 (policy requires Audit Committee review and approval of any >$120,000 related person transactions) .
Expertise & Qualifications
- Audit committee financial expert designation and ability to read/understand fundamental financial statements .
- Deep technology and operational leadership (GE Digital; GE Renewables Onshore Wind; Fortive; Tektronix; Danaher) .
- Board leadership experience (Chairman at Diebold Nixdorf; former long-tenured independent director with multi-committee service at Micron) .
- Education: B.S. Electrical Engineering (UC Berkeley); M.S. Electrical Engineering (Stanford) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Patrick J. Byrne | 38,413 | <1% | Includes 6,229 RSUs scheduled to vest prior to the 2025 Annual Meeting . |
Additional alignment and restrictions:
- Stock ownership guidelines: Non-employee directors must hold equity worth 5x board and committee retainers (excluding leadership premiums) within 5 years; compliance status for individual directors not disclosed .
- Anti-hedging/anti-pledging policy: Prohibits hedging and pledging; directors cannot hold VRRM securities in margin accounts or pledge as collateral .
Governance Assessment
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Strengths supporting investor confidence:
- Independent Chairman structure with Byrne presiding over executive sessions; clear separation from CEO role .
- High engagement and reliability: 100% attendance for all directors and committees; Byrne serves on the Audit Committee designated as a financial expert .
- Clean conflicts profile: No related-party transactions in 2024; no comp committee interlocks; strong related-person transaction policy .
- Shareholder alignment: Director equity delivered in stock; robust anti-hedging/anti-pledging policy; ownership guidelines in place .
- Compensation governance: Independent consultant (Semler Brossy) with no conflicts; clawback policy adopted .
-
Watch items / potential red flags:
- Classified board (staggered terms) may delay changes in control or management; Byrne’s Class II term ends 2026 .
- Director ownership guideline compliance for individual directors is not disclosed; investors may ask for explicit status by director .
-
Shareholder feedback signal:
- Say-on-pay support at 84.2% in 2024 indicates generally acceptable pay practices, but below the 90%+ levels often seen at best-in-class programs; continued engagement remains prudent .