Raj Ratnakar
About Raj Ratnakar
Raj Ratnakar is an independent Class III director of Verra Mobility (VRRM), appointed in February 2024. He is 57 years old, serves on the Compensation Committee, and was previously Senior Vice President and Chief Strategy Officer at DuPont and Chief Strategy Officer at Fortive; earlier roles include Danaher, TE Connectivity, and McKinsey. He holds an MBA from Wharton and an MS in Mechanical Engineering from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont (NYSE: DD) | Senior Vice President & Chief Strategy Officer | May 2019 – Oct 2023 | Led multi-industrial strategy and portfolio actions |
| Fortive (NYSE: FTV) | Chief Strategy Officer | Jun 2015 – May 2019 | Corporate strategy for industrial technology spin-off from Danaher |
| Danaher (NYSE: DHR) | Senior corporate leadership roles | Prior to 2015 | Operations/strategy leadership |
| TE Connectivity (NYSE: TEL) | Senior corporate leadership roles | Prior to 2015 | Operations/strategy leadership |
| McKinsey & Company | Consulting leadership role | Prior to 2015 | Strategy consulting |
| Entrepreneur (Telecom/eCommerce software) | Founder/operator | First 10 years of career | Built and grew software companies |
| Private Equity Advisor | Independent advisor | Current | Advises on M&A and portfolio operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Private Equity Advisor | Advisor | Current | Partners with investing teams on M&A and portfolio performance |
| (No other public-company boards disclosed) | — | — | None disclosed for Ratnakar in VRRM proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair is Douglas Davis; other member Cynthia Russo. All committee members are independent and non-employee directors .
- Independence: Board determined all directors except CEO David Roberts are independent (Ratnakar included) .
- Tenure/class: Class III director; term expires at 2027 annual meeting .
- Attendance and engagement: In the last fiscal year, the Board met 7 times; Compensation Committee met 5 times; each incumbent director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-employee directors meet in executive session at least annually, chaired by the independent Board Chair (Patrick Byrne) .
Fixed Compensation
| Item | FY 2024 | FY 2025 Policy |
|---|---|---|
| Board cash retainer ($) | $65,000 (Ratnakar actual) | $75,000 (policy, effective Jan 1, 2025) |
| Committee member fees ($) | Included in “Fees Earned” total (no breakout disclosed for Ratnakar) | Audit $10,000; Compensation $7,500; Nominating $5,000 (policy) |
| Chair fees ($) | N/A for Ratnakar | Board Chair $90,000; Audit Chair $15,000; Compensation Chair $12,500; Nominating Chair $10,000 (policy) |
Notes:
- Ratnakar’s FY 2024 total cash fees: $65,000 .
- Non-employee director compensation policy governs quarterly/annual payments and eligibility .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Per-Unit Fair Value | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 21, 2024 | 6,229 | $27.29 | $169,989 | Vests in full on earlier of the date immediately preceding next annual meeting or 1 year from grant |
| RSUs (policy) | Annual (2025) | N/A (value-based) | — | $195,000 policy value | Same annual vest convention under policy |
Additional governance terms:
- Anti-hedging and anti-pledging policy prohibits hedging, holding in margin accounts, or pledging VRRM stock by directors .
- Director equity grants are time-based RSUs; no director PSUs are disclosed .
Other Directorships & Interlocks
| Person/Company | Relationship to Ratnakar | Nature of Interlock/Overlap | Potential Conflict? |
|---|---|---|---|
| Patrick J. Byrne (VRRM Chairman) | Both previously at Fortive | Byrne served as SVP at Fortive; Ratnakar was CSO at Fortive (different time frames/roles) | No related-party transaction disclosed; independence maintained |
| Related-party transactions | — | VRRM policy requires Audit Committee review; no related-person transactions in 2024 | None disclosed |
Expertise & Qualifications
- Strategic leadership: Senior strategy roles at DuPont, Fortive; consulting leadership at McKinsey .
- Operations and portfolio management: Significant public and portfolio company experience; advisor on M&A and operating performance .
- Education: MBA (Wharton), MS Mechanical Engineering (University of Maryland) .
- Board skill matrix context: VRRM emphasizes strategy/M&A, technology/cybersecurity, operations/risk management, finance/accounting across directors .
Equity Ownership
| Record Date | Beneficial Ownership (Shares) | Included RSUs (vesting within 60 days) | % of Voting Power |
|---|---|---|---|
| Mar 28, 2024 | 1,974 | 1,974 | <1% |
| Mar 25, 2025 | 8,203 | 6,229 | <1% |
Alignment policies:
- Stock ownership guidelines for non-employee directors: 5x board+committee retainers (excluding leadership premiums); compliance status for individual directors not disclosed .
- Anti-hedging/pledging prohibitions for directors .
Governance Assessment
- Committee effectiveness and independence: Ratnakar serves on an independent Compensation Committee (no interlocks); committee oversees executive pay, clawback policies, and director compensation; Semler Brossy is the independent consultant to the committee .
- Attendance/engagement: 100% meeting attendance by all incumbent directors in the last fiscal year; high engagement signal .
- Say-on-pay outcomes: Strong support—2025 vote approved NEO compensation (For 137,349,455; Against 7,842,911; Abstentions 87,787) ; prior year approval ~84.2% .
- Pay governance safeguards: Clawback policy adopted Oct 2023; recovery of incentive comp tied to financial reporting measures upon restatement; robust anti-hedging/pledging .
- Related-party risk: No related-person transactions disclosed; Audit Committee policy in place .
- Ownership/skin-in-the-game: Beneficial ownership increased from 1,974 (2024) to 8,203 (2025), largely via annual RSUs; still <1% of shares, typical for independent directors .
- Executive sessions and independent chair: Regular executive sessions; independent Board Chair enhances oversight .
RED FLAGS
- None disclosed specific to Ratnakar: no related-party transactions, no pledging/hedging, no attendance issues, and no compensation committee interlocks .
Additional Context (Company-Level)
- Non-employee director compensation moved higher in 2025 (cash retainer +$10k; equity +$25k), which modestly increases guaranteed pay but remains standard relative to peers reviewed by Semler Brossy .
- Board skill mix emphasizes strategy/technology/operations; Ratnakar’s background aligns with strategy/M&A and operations .
References
- Director biography, age, tenure, education:
- Committee assignments and independence:
- Attendance, meetings:
- Director compensation policy and amounts:
- RSU grant specifics and vesting:
- Anti-hedging and anti-pledging policy:
- Stock ownership guidelines:
- Security ownership tables:
- Related-party transactions/no RPTs:
- Say-on-pay results:
- Compensation committee consultant and report:
- Board Chair and executive sessions:
- Board skills matrix: