Item 5.02 Departure of Directors or Certain Officers; Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On December 16, 2022, Verra Mobility Corporation (the "Company") announced the
appointment of Jonathan Keyser as the Company's Executive Vice President and
Chief Legal Officer, effective December 19, 2022.
Mr. Keyser, age 41, has served as Vice President and General Counsel of
Honeywell Performance Materials and Technologies (PMT), a business unit of
Honeywell International Inc. (NASDAQ: HON), a $10 billion annual revenue
science, technology and ESG-oriented business that develops process
technologies, automation solutions, advanced materials, hardware, chemicals,
services and industrial software that are transforming industries around the
world, since 2021. Prior to PMT, Mr. Keyser served as Vice President and General
Counsel of Honeywell UOP and Aerospace Integrated Supply Chain and Digital
Transformation business units, from 2019 to 2021. Prior to Honeywell, Mr. Keyser
served as Assistant General Counsel/Division General Counsel and Managing
Counsel, Securities and Corporate Services, at Harley-Davidson Motor Company
(NYSE: HOG) from 2016 to 2019. Mr. Keyser was an attorney at Hogan Lovells US
LLP from 2010 to 2016, and between 2014 and 2016, Mr. Keyser served as a member
of the Colorado State House of Representatives. Mr. Keyser holds a Bachelor of
Science degree from the United States Air Force Academy and a law degree from
the University of Denver.
Pursuant to his Executive Employment Agreement, dated November 8, 2022 (the
"Executive Employment Agreement"), Mr. Keyser will receive an annual base salary
of $400,000. In addition to base salary, Mr. Keyser is eligible for a target
bonus under the Verra Mobility Corporation Short-Term Incentive Plan of 70% of
base salary and a long-term incentive valued at $500,000, comprised of
time-vested restricted stock units, stock options and performance share units,
under the Verra Mobility Corporation 2018 Equity Incentive Plan, as amended (the
"LTIP").
Upon the commencement of his employment, Mr. Keyser will be granted a one-time
new hire bonus of $200,000, which must be repaid in full if Mr. Keyser resigns
without good reason or is terminated for cause within 12 months of his hire
date, or at 50% if Mr. Keyser resigns without good reason or is terminated for
cause between 12 and 24 months of his hire date. Mr. Keyser will also be granted
a one-time long-term incentive new hire equity award valued at $450,000,
comprised of time-vested restricted stock units. The terms of each of the equity
grants to Mr. Keyser will be subject to the terms of the LTIP and related award
agreements applicable to such grants. Mr. Keyser will also receive medical and
other benefits consistent with the Company's standard policies and be eligible
to participate in other Company plans, as applicable. In connection with his
relocation to the Company's headquarters in Mesa, Arizona, Mr. Keyser will be
reimbursed for customary expenses he incurs, on the terms and subject to the
conditions of the Executive Employment Agreement.
The foregoing is a summary of the material terms of the Executive Employment
Agreement and is qualified in its entirety by reference to the Executive
Employment Agreement, which will be filed as an exhibit to the Company's annual
report on Form 10-K for the fiscal year ending December 31, 2022.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Keyser and any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer. Additionally,
there have been no transactions involving Mr. Keyser that would require
disclosure under Item 404(a) of Regulation S-K.
All benefits described above are subject to required tax withholding.
Item 7.01 Regulation FD Disclosure.
On December 16, 2022, the Company issued a press release announcing the
appointment of Jonathan Keyser as Executive Vice President and Chief Legal
Officer of the Company, 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, 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, except as
expressly set forth by specific reference in such filing.
2
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibits
99.1 Press Release, dated December 16, 2022, issued by Verra
Mobility Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VERRA MOBILITY CORPORATION 
