Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Under the Bonus Plan, employees in key or leadership positions as determined by the Company ("Participants") are eligible to receive incentive compensation for fiscal year 2021, and for each fiscal year thereafter that the Plan remains in effect, based on the Company's, or for employees assigned to a business unit, that business unit's, achievement of certain financial measures and based upon the Participant's individual performance. A Participant's bonus incentive target ("Target Bonus") is set as a percentage of his or her base salary paid during the applicable Performance Period (defined below). Depending on the Participant's classification, the bonus calculation is comprised of 70% achievement against applicable financial measures and 30% for individual performance for Participants designated as "executives" under the Plan (which include the Company's executive officers), and 60% achievement against applicable financial measures and 40% for individual performance for all other Participants. The financial measures applicable to a Participant are determined by that Participant's designation as a corporate/shared service employee ("Corporate Participants") (for which consolidated financial measures apply) or by the employee's designation as working in either the Government Solutions or Commercial Services business unit ("BU Participants") (for which the financial measures of the applicable business unit apply). The financial measures are Adjusted EBITDA and revenue, which are established by the Company's Chief Financial Officer and approved by the Company's Chief Executive Officer and Board of Directors (the "Financial Targets"). No bonus payment will be made for performance against the Financial Targets unless the Company achieves at least 80% of its Consolidated Adjusted EBITDA target, and for BU Participants, unless the applicable business unit also achieves at least 80% of its Adjusted EBITDA target (the "EBITDA Threshold"). If the EBITDA Threshold is achieved, a Plan Participant's bonus opportunity will be determined based on (1) the components and weighting applicable to such Participant's job classification as set forth in the Bonus Plan and (2) the Company's (and, as applicable, the business unit's) actual financial performance against the Consolidated Adjusted EBITDA and revenue targets.
For purposes of calculating and paying a bonus for performance against Financial
Targets, a "Plan Year" under the Bonus Plan is comprised of two six-month
financial performance periods (each, a "Performance Period"). The "First Half
Period" runs from
For purposes of the Bonus Plan, "Consolidated Adjusted EBITDA" means, unless otherwise defined by the Compensation Committee, the Company's earnings before interest, taxes, depreciation and amortization, as further adjusted to eliminate the impact of certain non-recurring items that the Company does not consider indicative of its ongoing operating performance.
In connection with the adoption of the Bonus Plan, the Compensation Committee
also approved the following executive officer target bonus opportunities for the
Company's 2021 fiscal year (expressed in each case as a percentage of the
executive's base salary):
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2
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Exhibit Number Description of Exhibits 10.1 Verra Mobility Corporation Amended and Restated Short-Term Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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