8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 14, 2024

VERRA MOBILITY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-37979	81-3563824
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1150 N. Alma School Road
Mesa, Arizona
(Address of principal executive offices) 85201
(Zip Code)

(480) 443-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)
Class A common stock, par value $0.0001 per share	VRRM	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On February 14, 2024, Sarah Farrell, a member of the Board of Directors (the “Board”) of Verra Mobility Corporation (the “Company”), notified the Company of her intention to resign from the Board, effective as of February 15, 2024. Ms. Farrell’s decision to resign was not the result of any disagreement with management or the Board. The Company appreciates Ms. Farrell’s contributions to the Company and thanks her for her service.

Appointment of Director

On February 15, 2024, the Board appointed Raj Ratnakar, effective February 16, 2024, as a Class III director to fill the vacancy created by the resignation of Ms. Farrell.

Mr. Ratnakar, age 56, served as the Senior Vice President and Chief Strategy Officer of DuPont Corporation (NYSE: DD), a global multi-industrial, material science company, from 2019 to 2023. Prior to joining DuPont, Mr. Ratnakar served as Chief Strategy Officer for Fortive Corporation (NYSE: FTV), an industrial technology company and a publicly traded spin-off of Danaher Corporation (NYSE: DHR), from 2015 to 2019. Mr. Ratnakar’s previous experience also includes senior corporate leadership roles at Danaher and TE Connectivity (NYSE: TEL) and a consulting leadership role for McKinsey & Company. Mr. Ratnakar spent the first 10 years of his career as an entrepreneur, building and growing software companies in the telecommunications and eCommerce markets. Mr. Ratnakar is currently an independent private equity advisor, partnering with investing teams to pursue M&A targets and oversee portfolio company operating performance. He holds an M.B.A. from The Wharton School, University of Pennsylvania and an M.S. in Mechanical Engineering from the University of Maryland.

Mr. Ratnakar’s initial term will expire at the Company’s 2024 annual meeting of stockholders or his earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Mr. Ratnakar nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Ratnakar party to any understanding or arrangement pursuant to which he was appointed as a director.

Mr. Ratnakar will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 10, 2023.

Item 7.01 Regulation FD Disclosure.

On February 20, 2024, the Company issued a press release announcing the appointment of Mr. Ratnakar to the Board, which is attached hereto to as Exhibit 99.1.

The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibits
99.1	Press Release, dated February 20, 2024, issued by Verra Mobility Corporation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 20, 2024	Verra Mobility Corporation
	By:	/s/ Craig Conti
	Name:	Craig Conti
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

 

For Immediate Release

Verra Mobility Announces Appointment of Raj Ratnakar to Its Board of Directors

Mr. Ratnakar brings decades of experience leading corporate strategy and M&A for large industrial and technology companies.

MESA, Ariz., Feb. 20, 2024 -- Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutions, announced Raj Ratnakar has been appointed as a new independent director on the company’s Board of Directors. Mr. Ratnakar fills the vacancy after Sarah Farrell resigned from the Board on February 15, 2024.

Mr. Ratnakar served as Senior Vice President and Chief Strategy Officer for DuPont from 2019 to 2023, where he was responsible for company-wide strategy, mergers and acquisitions, and business performance improvements. He is currently an independent advisor, partnering with leading private equity investing teams to pursue M&A targets and oversee portfolio company operating performance.

“I am excited to welcome Raj Ratnakar to Verra Mobility’s Board,” said David Roberts, president and CEO, Verra Mobility. “His expertise in leading strategy and M&A efforts for highly successful multinational corporations will play a key role in how we execute our own growth strategy as a portfolio company.”

Prior to joining DuPont, Mr. Ratnakar served as Chief Strategy Officer for Fortive, a publicly traded industrial technology conglomerate that spun off from Danaher in 2016. He played a leadership role in designing and executing the spin-off and shaping the new company’s diverse portfolio.

Mr. Ratnakar’s professional experience also includes senior corporate strategy roles at Danaher and TE Connectivity. He held a consulting leadership role at McKinsey & Company where he focused on large telecommunications and technology clients, and he spent the first 10 years of his career as an entrepreneur, building and growing software companies in the telecom and e-commerce markets.

Mr. Ratnakar earned his MBA from The Wharton School, University of Pennsylvania, and a Master’s of Science degree in Mechanical Engineering from the University of Maryland.

About Verra Mobility

Verra Mobility Corporation (NASDAQ: VRRM) is a leading provider of smart mobility technology solutions that make transportation safer, smarter and more connected. The company sits at the center of the mobility ecosystem, bringing together vehicles, hardware, software, data and people to enable safe, efficient solutions for customers globally. Verra Mobility’s transportation safety systems and parking management solutions protect lives, improve urban and motorway mobility and support healthier communities. The company also solves complex payment, utilization and compliance challenges for fleet owners and rental car companies. Headquartered in Arizona, Verra Mobility operates in North America, Europe, Asia and Australia. For more information, please visit www.verramobility.com.

Additional Information

We periodically provide information for investors on our corporate website, www.verramobility.com, and our investor relations website, ir.verramobility.com.

We intend to use our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts.

Media Relations: Investor Relations:
Eric Krantz Mark Zindler

eric.krantz@verramobility.commark.zindler@verramobility.com

XML

Document and Entity Information	Feb. 14, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2024
Entity Registrant Name	VERRA MOBILITY CORPORATION
Entity Central Index Key	0001682745
Entity Emerging Growth Company	false
Entity File Number	1-37979
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-3563824
Entity Address, Address Line One	1150 N. Alma School Road
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85201
City Area Code	480
Local Phone Number	443-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	VRRM
Security Exchange Name	NASDAQ