Verra Mobility terminates CEO Roberts, appoints interim leader with $6M retention package

David Roberts would no longer serve as the Company’s President and Chief Executive Officer, effective May 31, 2026. Mr. Roberts’ separation from the Company is a termination by the Company “without cause” for purposes of all plan benefits as well as contractual entitlements, including under the terms of his previously disclosed employment agreement, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2026. In addition, Mr. Roberts provided notice to the Company of his decision to resign from the Board, effective May 30, 2026. Mr. Roberts’ resignation was not related to any disagreement between Mr. Roberts and the Company on any matter relating to the Company’s operations, policies or practices.

the Compensation Committee of the Board (the “Compensation Committee”) approved an increase in Mr. Keyser’s annual base salary to $650,000 and an increase in his target bonus to 100% of base salary, effective as of June 2, 2026 and continuing until the earlier of (a) the date on which a successor Chief Executive Officer commences employment with the Company, and (b) the date on which Mr. Keyser’s employment with the Company terminates. In addition, on June 1, 2026, the Compensation Committee approved the grant of a one-time equity award to Mr. Keyser in the form of time-vested restricted stock units (the “RSU Award”) with a grant date value of $2,250,000. The RSU Award will vest in two equal annual installments beginning on June 2, 2027

Mr. Keyser was also granted a one-time cash retention award of $3,300,000 (“Retention Cash Award”), that will vest and be payable in three equal installments beginning on June 2, 2027, subject to Mr. Keyser’s continued employment through each applicable vesting date. Prior to June 2, 2029, if Mr. Keyser’s employment is terminated without Cause or for Good Reason, or within 90 days prior to, upon or within 12 months after the consummation of a Change in Control, then the full then-remaining unpaid portion of the Retention Cash Award will be paid to Mr. Keyser

On May 29, 2026, the Compensation Committee approved the grant of a one-time equity award to Craig Conti, the Company’s Executive Vice President and Chief Financial Officer, in the form of time-vested restricted stock units (the “Conti RSU Award”) with a grant date value of $1,750,000. The Conti RSU Award has the same terms and conditions as the RSU Award described above. Mr. Conti was also granted a one-time cash retention award of $3,300,000 (the “Conti Retention Cash Award”). The Conti Cash Retention Award has the same terms and conditions as the Cash Retention Award described above.

the Company issued a press release announcing the appointment of Jonathan Keyser as Interim President and Chief Executive Officer

Jon Keyser, who has served as the Company’s Chief Transformation Officer and Executive Vice President and Chief Legal Officer, has been appointed interim President and Chief Executive Officer, effective immediately. The Board of Directors determined that now is the right time to initiate a leadership transition, and David Roberts has agreed to step down as President and Chief Executive Officer and as a Director, effective immediately.

The Board has retained a leading global executive search firm to assist in identifying the Company’s next Chief Executive Officer. The Board intends to conduct a comprehensive search that will include internal and external candidates.

We will work with urgency to take near-term action to broaden and deepen our customer relationships, reduce costs and position our business for future growth and value creation.