MDTA Maryland Transportation Authority
FINANCE AND ADMINISTRATION COMMITTEE
THURSDAY, OCTOBER 8, 2026
MARYLAND TRANSPORTATION AUTHORITY 2310 BROENING HWY BALTIMORE, MD 21224
MEMORANDUM
TO:
Finance and Administration Committee
FROM: Director of Finance Chantelle Green SUBJECT: Finance and Administration Committee Meeting DATE: October 2, 2026
Enclosed are your materials for the Finance and Administration Committee Meeting on Thursday, October 8, 2026. The meeting will begin at 9:00 a.m. and will be conducted via Microsoft Teams. In accordance with the Open Meetings Act, the meeting information will be published on the MDTA’s website to allow members of the public to observe the meeting. As a reminder, the meeting will be livestreamed. Below please find the directions to log into the meeting: • Open the Microsoft Teams app on your MDTA issued iPad • Once in the app, go to the Microsoft Teams calendar • The Finance Committee meeting will appear on the calendar for the appropriate date • Click the button that says “Join” • Make sure you have your Video On and your Sound on Mute unless speaking • Your video will remain on the duration of the meeting.
If I can provide additional assistance, please email or call me at the following:
Chantelle Green Director of Finance Office: 410-537-5751 Cell: 443-915-7739 Email: cgreen2@mdta.maryland.gov cc :
Bruce Gartner, Executive Director Jaclyn Hartman, Chief Finance and Partnerships Officer Tonya Dorsey, Chief Administrative Officer
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
ATTACHMENTS Informational Items:
• Investment Report • Financial Report • Rate Covenant
FINANCE AND ADMINISTRATION COMMITTEE MEETING AGENDA October 8, 2026 – 9:00 a.m. This meeting will be livestreamed on the Finance and Administration Committee Meeting Archive | MDTA (maryland.gov) NOTE: This is an Open Meeting being conducted via livestreaming. The public is welcomed to watch the meeting at the link listed above. If you wish to comment on an agenda item please email your name, affiliation, and agenda item to cgreen2@mdta.state.md.us no later than noon on Wednesday, October 7, 2026. You MUST pre-register in order to comment . Once you have pre-registered you will receive an email with all pertinent information. AGENDA OPEN SESSION
Call to Order
1. Approval September 10, 2026 - Open Session Meeting Minutes
Chairman von Paris
5 min.
2. Approval Contract No. J01B6600001 - DYNAC Traffic Control System Software
David Dikes
5 min.
3. Update
Independent Auditor's Report for the FY 2026 Financial Statements
Chantelle Green
15 min.
Audit and SOC 1 & SOC 2 Reports
William Seymour, SB Tiana Wynn, SB
4. Update
Governance, Risk, and Impact Report - Review of the MDTA's
Chantelle Green
15 min.
environmental, social, and governance impacts
Daniel Socha, WSP Julia Armstrong, WSP
5. Update
Key Bridge - Review of funding and federal reimbursements.
William Bertrand
10 min.
CLOSED SESSION - Expected Time 9:50 a.m.
6.
To Discuss Contract Negotiations
Bruce Gartner
15 min.
Vote to Return to Open Session
Vote to Adjourn
Subject to change; revisions to be published
10/8/26
ITEM 1
FINANCE AND ADMINISTRATION COMMITTEE MONTHLY MEETING THURSDAY, SEPTEMBER 10, 2026 OPEN MEETING VIA LIVESTREAM OPEN SESSION
MEMBERS ATTENDING:
Cynthia Penny-Ardinger Dontae Carroll Jeffrey Rosen John von Paris
STAFF ATTENDING:
Jeffrey Brown Jeffrey P. Davis Bruce Gartner Chantelle Green James Harkness Pilar Helm Natalie Henson Richard Jaramillo Kendra Joseph
Megan Mohan, Esq. Kenneth Montgomery Timothy Sheets Jennifer Stump Franshun Vann, Esq.
At 9:01 a.m., Member John von Paris, Chair of the Finance and Administration Committee, called the Finance and Administration Committee Meeting to order. APPROVAL - OPEN MEETING MINUTES FROM AUGUST 13, 2026 MEETING Member John von Paris called for the approval of the minutes from the open meeting held on August 13, 2026. Member Dontae Carroll made the motion, and Member Cynthia Penny-Ardinger seconded the motion, which was unanimously approved. APPROVAL – CLOSED MEETING SESSION #1 MINUTES FROM AUGUST 13, 2026 MEETING Member von Paris called for the approval of the minutes from the closed session #1 meeting held on August 13, 2026. Member Jeffrey Rosen made the motion, and Member Carroll seconded the motion, which was unanimously approved.
OPEN SESSION SEPTEMBER 10, 2026 PAGE TWO OF TWO
APPROVAL – CLOSED MEETING SESSION #2 MINUTES FROM AUGUST 13, 2026 MEETING Member von Paris called for the approval of the minutes from the closed session #2 meeting held on August 13, 2026. Member Penny-Ardinger made the motion, and Member Rosen seconded the motion, which was unanimously approved. UPDATE – FOURTH QUARTER OPERATING BUDGET VERSUS ACTUAL SPENDING Jeffrey Brown updated the Finance and Administration Committee on the budget versus preliminary actual year-to-date spending for the fourth quarter of FY 2026. Mr. Brown advised that as of June 30, 2026, 94% of the operating budget was spent compared to a target of 100%. Higher than anticipated costs associated with employee overtime (due to weather-related events and MDTA Police vacancies), I.T. cost pressures, and property insurance were more than offset by lower-than-expected expenses across the remainder of the budget. UPDATE – FOURTH QUARTER CAPITAL BUDGET VERSUS ACTUAL SPENDING Jennifer Stump updated the Finance and Administration Committee on actual year-to- date spending for the fourth quarter FY 2026 compared to projected spending as shown in the FY 2026-2031 Draft Consolidated Transportation Program (CTP). As of June 30, 2026, 73.2% of the FY 2026 budget was spent as compared to the targeted spending level of 100%. Actual spending through the fourth quarter was $845 million. Ms. Stump noted that the Key Bridge Rebuild was at a 65% spend rate while the remaining projects in the CTP were at a cumulative spend rate of 85.2%. UPDATE – FOURTH QUARTER TRAFFIC AND REVENUE Chantelle Green provided the Finance and Administration Committee with a quarterly and year-to-date update regarding traffic and toll revenue trends compared to the previous year and the forecast. As of June 30, 2026, total revenue was $9.8 million above forecast. Collected revenue exceeded the forecast in the E-ZPass, Pay-by-Plate, and Administrative Toll Revenue categories. The largest driver of the increase, Administrative Toll Revenue, exceeded the forecast by about $12 million due to higher than forecasted civil penalty fee collections by the Department of Budget and Management’s Central Collections Unit. VOTE TO ADOURN There being no further business, Member von Paris called for a motion to adjourn the meeting at 9:24 a.m. Member Penny-Ardinger made the motion, and Member Rosen seconded the motion, which was unanimously approved.
____________________________________________ John von Paris, Chairman
ITEM 2
MEMORANDUM
TO:
Finance & Administration Committee
FROM:
Intelligent Transportation Systems Operations Manager David Dikes J01B6600001 – DYNAC Traffic Control System Software October 8, 2026
SUBJECT:TE: DATE:
PURPOSE OF MEMORANDUM To seek approval from the Finance & Administration Committee to present Contract No. J01B6600001, DYNAC Traffic Control System Software to the full Maryland Transportation Authority (MDTA) Board at its next scheduled meeting. SUMMARY This Sole Source Contract is for the provision of continued software maintenance and full-service plan (including repairs) of Kapsch TrafficCom USA, Inc.’s (Kapsch) DYNAC Traffic Control System (TCS). The DYNAC TCS is used as a supervisory control and data acquisition system to manage lighting, ventilation and traffic control equipment at the following MDTA facilities: Baltimore Harbor Tunnel, Fort McHenry Tunnel, Harry W. Nice / Thomas “Mac” Middleton Bridge and Inter-County Connector Deckover. The service plan includes corrective and preventative maintenance and, a 24-hour, 7-day a week technical support. Kapsch TrafficCom USA, Inc., is the developer and intellectual property owner of the DYNAC software and only technicians from Kapsch can provide upgrades or repairs to DYNAC TCS. The total value of this contract is $3,844,018.00 for a term of five (5) years. RECOMMENDATION(S) The approval of the Finance & Administration Committee to present Contract No. J01B6600001, DYNAC Traffic Control System Software to the full MDTA Board at its next scheduled meeting. ATTACHMENT(S) • Finance & Administration Committee Project Summary
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
FINANCE & ADMINISTRATION COMMITTEE PROJECT SUMMARY
PIN NUMBER
TBD
CONTRACT NUMBER CONTRACT TITLE
J01B6600001
Dynac Traffic Control System Software
PROJECT SUMMARY
This Sole Source Contract is for the provision of continued software maintenance and full-service plan (including repairs) of Kapsch TrafficCom USA, Inc.’s (Kapsch) DYNAC Traffic Control System (TCS). The DYNAC TCS is used as a supervisory control and data acquisition system to manage lighting, ventilation and traffic control equipment at the following MDTA facilities: Baltimore Harbor Tunnel, Fort McHenry Tunnel, Harry W. Nice / Thomas “Mac” Middleton Bridge and Inter-County Connector Deckover. The service plan includes corrective and preventative maintenance and, a 24-hour, 7-day a week technical support. Kapsch TrafficCom USA, Inc., is the developer and intellectual property owner of the DYNAC software and only technicians from Kapsch can provide upgrades or repairs to DYNAC TCS. The total value of this contract is $3,844,018.00 for a term of five (5) years.
ADVERTISED GOAL (%)
PROPOSED GOAL (%)
SCHEDULE
MBE PARTICIPATION
ADVERTISEMENT DATE ANTICIPATED NTP DATE DURATION (CALENDER DAYS)
OVERALL MBE
5/11/2026 2/1/2027
0.00% 0.00% 0.00% 0.00%
0.00% 0.00% 0.00% 0.00%
AFRICAN AMERICAN ASIAN AMERICAN
1826
VSBE
% VARIANCE TO EE
BID RESULTS
BID AMOUNT ($)
($)
ENGINEER'S ESTIMATE (EE)
Kapsch TrafficCom USA, Inc. No other bidders - Sole Source
$3,818,610.00
$3,844,018.00
0.67%
ITEM 3
Jeffrey S. Rosen Samuel D. Snead, MCP, MA John F. von Paris Frank S. Waesche III
MEMORANDUM
TO:
MDTA Finance & Administration Committee Director of Finance Chantelle Green
FROM:
SUBJECT:
Independent Auditor’s Report for the FY 2026 Financial Statements Audit & SOC 1 Type 2 & SOC 2 Type 2 Reports
DATE:
October 8, 2026
PURPOSE OF MEMORANDUM To present the results of the FY 2026 financial statements and Service Organization Control (SOC) audits conducted for the Maryland E-ZPass® System. The audits were conducted by the Maryland Transportation Authority’s independent auditors, SB & Company, LLC (SB& Co.). SUMMARY Regarding the MDTA’s financial statements, the attached presentation includes an overview of the key areas of emphasis, internal controls, required auditor communications, and future considerations. An unmodified opinion was issued by the independent auditor. Regarding the SOC audits, one exception ( i.e. , finding) was issued for Kapsch related to employee VPN access. Irrespective of the finding, unmodified opinions were issued for the SOC 1 Type 2 and SOC 2 Type 2 audits. ATTACHMENT • PowerPoint Presentation – MDTA FY 2026 Financial Statements & SOC Audit Results
2310 Broening Highway • Baltimore, MD 21224 • mdta@mdta.maryland.gov • 410.537.1000 • 711 (MD Relay) • mdta.maryland.gov • DriveEzMD.com
Maryland Transportation Authority Presentation to Finance and Administrative Committee June 30, 2026 Audit Results October 8, 2026
October 8, 2026
Dear Finance and Administrative Committee Members,
We are pleased to present the results of our audit of the financial statements and SSAE 18, Service Organization audits. The purpose of our audits are to express an opinion on whether the financial statements are not materially misstated in accordance with generally accepted accounting standards. As part of our audit, we considered the internal controls over financial reporting in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal controls. Additionally, for the SSAE 18, Service Organization audits, we have considered whether the controls related to the control objectives were suitably designed to provide reasonable assurance that the control objectives would be achieved and whether the controls operated effectively throughout the period.
This report summarizes our audit process, results of the audit, our observations, and required communications by either the profession or our firm.
This audits were designed to express an opinion on the financial statements and on the internal control environment for the service organizations. We considered, and will continue to consider, the current and emerging business needs, along with an assessment of risks that could materially affect the financial statements, and have aligned our audit procedures accordingly. We conducted the audits with the objectivity and independence that you and the users of your financial statements expect. We received the full support and assistance of the personnel. This report is intended solely for the information and use of the governing body and management, and is not intended to be and should not be used by anyone other than these specified parties. At SB & Company, LLC, we are continually evaluating the quality of our professionals’ work in order to deliver audit services of the highest quality that will meet or exceed your expectations. We encourage you to evaluate our services and share with us how we can better exceed your expectations.
We appreciate this opportunity to meet with you.
Very truly yours,
SB & Company, LLC
Scope of Services
Audit of the June 30, 2026 financial statements Review of the Annual Comprehensive Financial Report Uniform Grant Guidance Audit for the year ended June 30, 2026 SSAE 18, Service Organization SOC Reporting (SOC) 1, Type 2 report for Kapsch & TransCore SOC 2, Type 2 report – TransCore Year-round advice and consultation
3
Summary of the Results
Issued an unmodified opinion on the financial statements and internal controls over financial reporting One exception identified with the SOC reporting procedures; unmodified opinions issued Discovered no instances of fraud and were not made aware of fraud occurrences Discovered no material weakness in internal controls Discovered no audit adjustments Received full cooperation from management
4
FORCAM Audit Approach F ocus O n R isk, C ontrols, and A ccount M isstatement
Audit Goals
Understand the Business & Risk
Detect Financial Statement Misstatement Risk Detect Error: Accounting Principles Estimate Information Processing Account Balances Footnote Disclosures Fraud
Assess and Test Design/Operations of Controls
Financial Close Evaluation & Financial Misstatement Analysis
Business Failure Risk Mitigation: 1. Understand 2. Evaluate 3. Verify Facts Business Improvement Opportunities Client Expectations
Substantive Testing
GAAS Compliance & Reporting
5
Evaluation of Control Environment
Area
Points to Consider
Effectiveness
Key executive integrity, ethics and behavior Control consciousness and operating style Commitment to competence Exercise oversight responsibility Define objectives and risk tolerances Identify, analyze, and respond to risk Assess fraud risk Identify, analyze, and respond to change Design control activities Design activities for the information system Implement control activities Existence of necessary policies and procedures Clear financial objectives with active monitoring Logical segregation of duties Use quality information Communicate internally Communicate externally Adequate performance reports produced from information systems Information systems are connected with business strategy
Organizational structure, responsibility, and authority Enforce accountability HR policies and procedures Mechanisms to anticipate, identify, and react to significant events Processes and procedures to identify changes in GAAP, business practices, and internal controls Periodic comparisons of book-to-actual and physical count-to-books Adequate safeguards of documents, records, and assets Assess controls in place Commitment of HR and finance to develop, test, and monitor IT systems and programs Business continuity and disaster plan for IT Established communication channels for employees to fulfill responsibilities Adequate communication across organization
Control Environment
Risk Assessment
Control Activities
Information and Communication
Perform monitoring activities Remediate deficiencies Periodic evaluations of internal controls Internal audit
Implementation of improvement recommendations Compliance review Enterprise risk process
Monitoring Activities
6
Evaluation of Key Processes
Understood Design
Tested Operations
Process
Function
Effectiveness
Accounting Principles and Disclosure
Closing the Books
Consolidation
Financial Reporting
Financial Statement Preparation
General Ledger and Journal Entry Processing
Verification and Review of Results
Cash Management
Investment Accounting
Investment Monitoring
Investment Valuation
Treasury
Investment Policy
Reconciliation
Debt Accounting
Debt Compliance
Net Position
7
Evaluation of Key Processes
Understood Design
Tested Operations
Process
Function
Effectiveness
Methodology
Estimation
Information
Calculation
Vendor File Maintenance
Purchasing
Expenses
Receiving
Accounts Payable and Cash Disbursement
Contract Bidding and Procurement
Procurement
Contract Issuance
Contract Monitoring
Card Issuance and Collection
Training
Purchase Cards
Purchase Approval and Accounting
Monitoring
Card Termination
8
Evaluation of Key Processes
Understood Design
Tested Operations
Process
Function
Effectiveness
Hiring
Time and Attendance Reporting
Payroll
Payroll Accounting and Processing
Payroll Disbursements
Separation
Billing
Revenue Recognition
Revenue
Cash Receipts
Cutoff
Physical Custody
Capital Project Management
Fixed Assets
Asset Accounting
Depreciation
Asset Retirement, Disposal and Impairment
Assess Internal and External Risk
Regulatory Compliance
Compliance
Monitor Compliance
Compliance
9
Evaluation of Key Processes
Tested Operations
Process
Function
Understood Design
Effectiveness
Logical Access Controls
Program Changes
System Operations
Physical and Environmental Controls
Back-up and Recovery
Networks and Communication
Information Technology
Cloud Service Providers Oversight
Encryption
System Maintenance/Software Versions
Information Technology Policy Framework
Cybersecurity Preparedness
Third Party User Controls
10
Financial Statement Highlights Statements of Assets, Liabilities, and Net Position (In Thousands)
As of June 30:
Current Year vs Prior Year Variance
2026
2025
2024*
Description
Current Year
Prior Year
-2 Years
$
1,434,011 1,794,612 8,437,135 11,665,758
Current Assets
$
941,292 672,150
$
951,253 854,448
Noncurrent Assets Capital Assets, net
7,881,566 9,495,008
7,547,605 9,353,306
Total Assets
128,198
Deferred Outflow of Resources
153,447
152,788
513,726
Current Liabilities
491,663
444,008
2,364,590
Long-Term Bonds Payable Other Long-Term Liabilities
2,471,092
2,574,532
384,947
389,960
334,393
3,263,263
Total Liabilities
3,352,715
3,352,933
72,584
Deferred Inflow of Resources
83,586
115,122
Net Position Net Investment in Capital Assets
6,158,444 2,223,743
5,522,753
5,155,046
Restricted
440,107 249,294
401,539 481,454
75,922
Unrestricted
Total Net Position
$
8,458,109
$
6,212,154
$
6,038,039
* FY24 Total Liabilities and Net Position have been adjusted due to a change in accounting policy (GASB 101).
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Financial Statement Highlights
Statements of Revenues, Expenses, and Change in Net Position (In Thousands)
Current Year vs Prior Year Variance
Description
Current Year
Prior Year
-2 Years For the Years Ended June 30:
2026
2025
2024
Operating revenues Toll revenue
$
759,016 49,608 110,699
$
732,012 50,369 98,987
$
761,200 55,068 79,529
Intergovernmental revenue Toll administrative revenue
Concession revenue Total operating revenue
6,127
6,158
6,476
925,450
887,526
902,273
Operating expenses
(707,692)
(629,951)
(794,856)
Total operating revenues and expenses
130,594
179,834
272,322
Non-operating revenues Investment revenue Total non-operating revenue
41,799 41,799
53,784 53,784
45,543 45,543
Non-operating expenses Loss on disposal (non-Key Bridge)
(28,217) (65,399) (93,616)
(4,322) (75,210) (79,532)
(11,895) (85,917) (97,812)
Interest expense
Total non-operating expenses
Unusual or infrequent items Insurance Proceeds, net Grant and other revenue Expenses related to collapse Net unusual or infrequent items
-
325,000 37,964 (95,176) 267,788
-
2,167,178
20,166
(137)
-
2,167,178
20,029
$
174,115
$
487,841
Change in net position
$
2,245,955
12
Required Communications
13
SOC Reporting
Required Communications
Audit period from July 1, 2025 through June 30, 2026 Kapsch TrafficCom USA – SOC 1 Type 2 Report −
Review of 5 Control Objectives described/asserted by Kapsch − No qualifications within the report; however, we did identify one exception (Logical Access) TransCore, LP – SOC 1 Type 2 Report − Review of 11 Control Objectives described/asserted by TransCore − No qualifications within the report − Procedures related to certain complementary user entity controls TransCore, LP – SOC 2 Type 2 Report − Review of controls related to security, availability, processing integrity, and confidentiality, asserted by TransCore − No qualifications within the report − Procedures related to certain complementary user entity controls
14
Required Communications SOC 1 vs. SOC 2 - Overview
SOC 1 audit is focused on specific internal controls related to financial reporting. Each audit is unique to the controls tested for that entity.
SOC 1 audits ensure that a service organization has done its due diligence when it comes to the effects their service has on their customer’s financial reporting.
SOC 2 audit is focused on information and IT security identified by any of 5 trust services categories: security, confidentiality, information privacy, processing integrity and availability.
SOC 2 audits ensure that a service organization’s people, infrastructure, software, data- handling, and procedures are prepared to handle their customer’s information and data and protect it accordingly.
Type 1 reports are as of a specific date; Type 2 reports are for a period of time.
15
Required Communications Summary of Results – Kapsch SOC 1 Type 2
Control Objective & Type IT Controls
Result of Test(s)
Logical Access
Exception identified.
Change Management
No exceptions identified.
Operations
Organization & Human Resources
No exceptions identified.
Security & System Operations
No exceptions identified.
Confidentiality
No exceptions identified.
Control Type
Summary of Results
Logical Access
For 1 of the 8 employees inspected, their VPN access was not appropriate for their job responsibilities.
16
Required Communications Summary of Results – TransCore SOC 1 Type 2
Control Objective & Type Physical Access
Result of Test(s)
Physical Access to Integrity Systems & Data
No exceptions identified.
IT Controls
Integrity System Program Changes
No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified.
Logical Access to Integrity Systems & Data
Integrity Backup Jobs
Integrity Computer Operations
Accounting & Processing
Unregistered Account Invoicing & Reconciliation
E-ZPass Financial Operations
E-ZPass Reciprocity
DriveEzMD Account Establishment
Operations
E-ZPass Customer Service & Account Maintenance
No exceptions identified. No exceptions identified.
Transponder Inventory Reconciliation
17
Required Communications Summary of Results – TransCore SOC 2 Type 2
Criteria Security
Result of Test(s)
Control Environment
No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified. No exceptions identified.
Communication & Information
Risk Assessment Monitoring Activities Control Activities
Logical & Physical Controls
System Operations Change Management
Risk Mitigation
Availability
Confidentiality
Processing Integrity
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Required Communications
1. Auditor’s Responsibilities Under Generally Accepted Auditing Standards (GAAS) The financial statements are the responsibility of management. Our audit was designed in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, and provide for reasonable, rather than absolute, assurance that the financial statements are free of material misstatement. 2. Significant Accounting Policies Management has the responsibility for selection and use of appropriate accounting policies. In accordance with the terms of our engagement letter, we will advise management about the appropriateness of accounting policies and their application. The significant accounting policies used by management are described in the notes to the financial statements and all were appropriate. 3. Auditor’s Judgments About the Quality of Accounting Principles We discuss our judgments about the quality, not just the acceptability, of accounting principles selected by management, the consistency of their application, and the clarity and completeness of the financial statements, which include related disclosures. We have reviewed the significant accounting policies adopted by the Maryland Transportation Authority (MDTA) and have determined that those policies are acceptable accounting policies.
4. Audit Adjustments We are required to inform the MDTA oversight body about adjustments arising from the audit (whether recorded or not) that could in our judgment, either individually or in the aggregate, have a significant effect on the entity’s financial reporting process. We also are required to inform the association’s oversight body about unadjusted audit differences that were determined by management to be, individually and in the aggregate, immaterial. There were no adjustments identified during the audit process. 5. Fraud and Illegal Acts We are required to report to the MDTA’s oversight body any fraud and illegal acts involving senior management and fraud and illegal acts (whether caused by senior management or other employees) that cause a material misstatement of the financial statements.
Our procedures identified no instance of fraud or illegal acts.
6. Material Weaknesses in Internal Controls We are required to communicate all significant deficiencies in the MDTA’s systems of internal controls, whether or not they are also material weaknesses. There were no material weaknesses noted during the audit.
19
Required Communications
7. Other Information in Documents Containing Audited Financial Statements None. 8. Disagreements with Management on Financial Accounting and Reporting Matters None. 9. Serious Difficulties Encountered in Performing the Audit None. 10. Major Issues Discussed with Management Prior to Acceptance None. 11. Management Representations We received certain written representations from management as part of the completion of the audits. 12. Consultation with Other Accountants We are not aware of any consultation with other CPA firms. 13. Non-attest Services We are required to report all non-attest services we have performed during the year.
14. Independence As part of our client acceptance process, we go through a process to ensure we are independent of the MDTA. We are independent of the MDTA. 15. Subsequent Events We are required to evaluate all subsequent events through our opinion date that may require an adjustment or additional disclosure to the financial statements. We are not aware of any subsequent events that would require an adjustment or additional disclosure to these financial statements. 16. Information Technology Responsibility We obtained an understanding of the design and operations of internal controls, including relevant information technology (IT) internal controls on which we may place reliance. Our procedures did not address all technology- related risks and were not designed to express an opinion on the effectiveness of technology-related internal controls. Accordingly, our work may not identify all material weaknesses in internal controls or all vulnerabilities related to information technology, including those that could result in a data/cyber breach.
We did not provide any non-attest services.
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Required Communications
Examples of Procedures Performed
17. Our Responsibility Related to Fraud Wemust:
Discuss thoughts and ideas on where the financial statements might be susceptible to material misstatement due to fraud; Understand pressures on the financial statement results; Understand the tone and culture of the organization; Look for unusual or unexpected transactions, relationships, or procedures; Evaluate key processes and controls; Consider information gathered throughout the audit; and Apply professional skepticism
• Plan and perform the audit to obtain reasonable assurance that there is no material misstatement caused by error or fraud; • Comply with AU-C Section 240: Consideration of Fraud in a Financial Statement Audit; • Approach all audits with an understanding that fraud could occur in any entity, at any time, by anyone; and • Perform mandatory procedures required by GAAS and our firm policies.
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Responsibility for Mitigating Fraud
3. External Auditor: Evaluate management programs and controls to deter and detect fraud for identified risks
1. Management: CFO/Controller: controls to deter and detect fraud
General Counsel/
Reasonable assurance that
Compliance: monitoring
Compliance with fraud standard (SAS 99) financial statements are free of material misstatement due to fraudulent financial reporting or misappropriation of assets
Financial Misconduct by Sr. Management Member(s) of the Board
Fraudulent Financial Reporting
2. Governance: Evaluate management identification of fraud risk and mitigation Evaluate implementation of fraud controls Reinforce “tone at the top” Conduct special investigations
Conversations with finance and operations personnel Disaggregated analytics Surprise audit procedures Journal entry testing
Costs & Expenses Avoided by Fraud
Misappropriation of Assets
Expenditures & Liabilities for an Improper Purpose
Revenue & Assets Obtained by Fraud
22
Questions?
23
Client Service Team Contact Information
William Seymour Engagement Partner Phone: 410-584-1404 Cell: 443-220-4401 wseymour@sbandcompany.com Executive Assistant Chiami Asemota Office: 443-705-5076 casemota@sbandcompany.com
Tiana Wynn Audit Partner Phone: 410-584-2203 Cell: 443-416-6903 twynn@sbandcompany.com Executive Assistant Susan Teneza Office: 410-584-9303 steneza@sbandcompany.com
Richard Lee Engagement Manager Phone: 443-705-5063 Cell: 213-432-1212 richardjlee@sbandcompany.com
Julie Paris IT Manager Phone: 443-353-5450 Cell: 443-742-9652 jparis@sbandcompany.com
Thank you.
410-584-0060
sbmarketing@sbandcompany.com
www.sbandcompany.com
10200 Grand Central Avenue, Suite 250, Owings Mills, MD 21117
ITEM 4
Jeffrey S. Rosen Samuel D. Snead, MCP, MA John F. von Paris Frank S. Waesche III
MEMORANDUM
TO:
MDTA Finance and Administration Committee
FROM: Director of Finance Chantelle Green SUBJECT: Governance, Risk, and Impact Report DATE: October 8, 2026
PURPOSE The purpose of this agenda item is to update the Finance and Administration Committee on the Maryland Transportation Authority’s (MDTA) 2025 Governance, Risk, and Impact (GRI) Report (previously the Environmental, Social, and Governance (ESG) Report). SUMMARY The MDTA’s GRI Report serves as an annual disclosure to provide internal and external stakeholders a holistic, enterprise-wide understanding of the agency’s societal, governance, and environmental impacts, risks, and opportunities. In 2026, the MDTA made the decision to update the name of the report to the Governance, Risk, and Impact Report, however the report still contains information on the same environmental, social and governance topics. As financial markets and credit rating agencies are increasing the use of ESG criteria to assess the value and creditworthiness of public agencies, the GRI Report is a critical disclosure to provide a clear and organized picture of social and environmental performance. The report structure and content are tailored to a multi-stakeholder audience and address key focus areas of credit rating agencies. The GRI Report complements the MDTA’s legacy of strong financial health and good governance. Prepared over the course of 2025-2026, the GRI Report summarizes the agency’s practices and performance across departments. ANALYSIS The MDTA developed its 2025 GRI Report by compiling content and data from across the agency’s departments and leaders, as well as updating content from the previous report. The report development process involved the following steps:
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Governance, Risk, and Impact Report Page Two
• Stakeholder Input: Conducted discussions with MDTA department leaders and subject matter experts to obtain updated and current data on enterprise-wide practices, performance, and data availability. • Content Development: Developed GRI Report content and conducted a series of drafts and detailed reviews with MDTA department leaders and subject matter experts. • Senior Leadership Reviews: Reviewed pre-final draft with and incorporated feedback from senior leadership, including the MDTA’s Executive Director, all MDTA Chiefs, MDTA Communications, the Attorney General’s Office, and TSO. • Gap Analysis: Aggregated key learnings from the GRI Report development process to identify areas for future improvement and priorities. The 2025 GRI Report contains several updates from the 2024 report: • Moderate changes across sections, including updated data and information, new case studies, and initiative highlights. • GHG emissions reporting for the MDTA’s operational emissions (scope 1 and scope 2 emissions). • Climate impact assessment process and an overview of potential risks and opportunities related to physical climate hazards (e.g., severe storms, sea level rise, flooding) and transition climate risks and opportunities (e.g., market factors such as increasing prevalence of electronic vehicles on the road). The structure and format of the MDTA’s GRI Report is aligned to meet credit rating criteria and ensure that the MDTA’s ESG performance is correctly evaluated as part of the agency’s overall creditworthiness. The MDTA has historically received a high ESG score, which has supported the agency’s strong credit ratings. However, the MDTA should continue to advance ESG performance and reporting to ensure it meets evolving expectations. In addition to credit rating agencies and financial markets, the MDTA’s GRI Report supports the agency’s communication and engagement with a variety of internal and external stakeholders. Disclosing the MDTA’s ESG performance in a single document streamlines financial and external stakeholder’s understanding of the agency’s commitments, purpose, and impact. The GRI Report development process also helps the MDTA’s leaders and subject matter experts deepen collaboration between departments and topic areas. Across all ESG topics, financial markets are most keenly focused on climate change impacts. As such, in 2026-2027, the MDTA plans to advance the agency’s analysis and management of climate impacts and greenhouse gas emissions. In addition to climate, the MDTA will continue to enhance data aggregation across ESG topics to enhance reporting, governance, and management. ATTACHMENT
• MDTA 2025 Governance, Risk, and Impact Report Briefing • MDTA FY2025 Governance, Risk, and Impact Report
MDTA 2025 Governance, Risk, and Impact (GRI) Report Briefing
MDTA Finance and Administration Committee Meeting
October 8, 2026
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MDTA’s Sustainability Strategy and Disclosure Journey
2025 – 2026 Climate Analysis and GRI Report: Conducted climate impact assessment, GHG emissions inventory, and second annual Governance, Risk, and Impact (GRI) Report.
2022 Sustainability Credit Foundations: Analyzed environmental, social, governance factors on MDTA’s operations to understand emerging stakeholder expectations.
2023 Strategy Development: Convened MDTA leadership to align on the agency’s sustainability strategy and plans for future analysis, action, and disclosures.
2024-2025 Inaugural ESG Reporting:
Developed the agency’s inaugural ESG Report through cross functional
engagement across MDTA’s operations.
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2025 GRI Report Process
The 2025 GRI Report process entailed:
• Conducted discussions with MDTA department leaders and subject matter experts to obtain updated 2025 data . • Developed GRI Report content and conducted a series of drafts and detailed reviews with MDTA department leaders and subject matter experts. • Reviewed pre-final draft with and incorporated feedback from senior leadership.
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Major Changes: The most significant updates to the report were made in the GHG Emissions and Energy and Climate Resilience and Adaptation sub-sections
Core Sections and Sub-Sections
Governance
Major Updates for the 2025 GRI Report
Ethics and Compliance
Long-term Monitoring and Maintenance
Cybersecurity, Privacy, and Digitization
Environment
The 2025 GRI Report includes:
Pollution and Waste
• Updated the report title from Environmental, Social, and Governance Report to the Governance, Risk and Impact Report for greater stakeholder clarity. • Moderate changes across sections, including updated data and information, new case studies, and initiative highlights. • GHG emissions reporting for MDTA’s operational greenhouse gas (GHG) emissions (scope 1 and scope 2 emissions). • Climate impact assessment process and an overview of potential physical and transition impacts.
GHG Emissions and Energy
Climate Resilience and Adaptation
Nature and Land
Environmental Justice
Social
Employee Engagement, Development and Well-being
Health and Safety
Civil Rights and Fair Practices
MDTA Customers and Communities
Sustainable Supply Chain
Accessibility
Public Safety
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2025 GOVERNANCE, RISK, AND IMPACT REPORT
Table of Contents
Message from MDTA’s Executive Director I am pleased to present the Maryland Transportation Authority’s (MDTA) 2025 Governance, Risk, and Impact Report. This publication represents an important step forward in MDTA’s commitment to transparency and accountability, offering a detailed look at our organizational impacts and opportunities. At MDTA, governance, risk, and impact are not managed in isolation. Accountability is shared across the organization—from senior leadership and management to employees carrying out daily operations. This integrated approach helps ensure transparency and consistency in how we approach organizational governance, environmental issues, and social responsibility. Beyond describing our approach, the report reflects achievements from the past year and identifies areas for growth in years ahead. Notably in 2025, MDTA made significant efforts in analyzing our climate- related impacts, risks, and opportunities. This work included estimating our greenhouse gas (GHG) emissions inventory for the first time, as highlighted in this report. Further, we began conducting an enterprise-wide climate impact assessment of MDTA’s footprint to better understand potential future impacts and long-term planning. By sharing our practices openly, this report demonstrates how we live our core values—diversity, integrity, innovation, safety, and customer experience. The 2025 Governance, Risk, and Impact Report was developed through partnership across the MDTA,
Message from MDTA’s Executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
About the Maryland Transportation Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Organizational Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Governing Body . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 MDTA’s Sustainability Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 Topics and Definitions ......................................................................8 Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 Ethics and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Long-Term Monitoring and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Cybersecurity, Privacy, and Digitization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 Pollution and Waste . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 GHG Emissions and Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Climate Resilience and Adaptation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Nature and Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Environmental Justice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Social . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30 Employee Engagement, Development and Well-being .......................................... 30 Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Civil Rights and Fair Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 MDTA Customers and Communities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SustainableSupplyChain.................................................................. 44 Accessibility............................................................................. 47 Public Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Bruce W. Gartner, Executive Director
with contributions from all parts of the agency. This cross-functional effort continued to strengthen how governance, risk, and impact information is developed and shared, while also strengthening collaboration within our agency. Looking forward, we remain focused on enhancing performance. Our first report in 2024 laid the foundation for these efforts and highlighted opportunities to improve the value and clarity of our disclosures. In 2025, we deepened our analysis of climate impacts across our operations. As we move forward, we aim to continue assessing the issues that matter most and taking actions that will uphold strong governance, deliver world-class infrastructure, and foster meaningful engagement with our customers and communities. Thank you for your continued support as we strive to make a positive impact for all.
Sincerely,
Governor Harry W. Nice / Senator Thomas “Mac” Middleton Bridge (US 301)
Bruce W. Gartner, Executive Director
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Governance, Risk, and Impact Report
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About the Maryland Transportation Authority
The Maryland Transportation Authority (MDTA) was established in 1971 by the Maryland General Assembly to finance, construct, operate, and improve the State’s toll facilities, as well as to finance new revenue-producing transportation projects. The MDTA acts on behalf of, but is separate from, the Maryland Department of Transportation (MDOT). The MDTA helps support MDOT’s mission to be a customer-driven leader that delivers safe, sustainable, intelligent, and exceptional transportation. The MDTA’s nine toll facilities — four bridges, two tunnels, two turnpikes, and one express toll lane (ETL) facility* — connect Marylanders and visitors to State and regional opportunities.
The MDTA is a self-sufficient non-budgeted State agency that traditionally receives no funding from the State’s General Fund or the Transportation Trust Fund. Rather, it is financed by toll revenues, and such revenues are reinvested in the operation and maintenance of the toll facilities. The MDTA’s Trust Agreement between the MDTA and its Trustee is for the benefit of bondholders and outlines how these funds may be used.
The MDTA’s finances are accounted for as a proprietary-type enterprise fund using the accrual basis of accounting, similar to a private business entity. More than four-fifths of the MDTA’s revenues originate from toll revenue and related fees collected at its nine toll facilities. Revenues from all facilities are pooled to fund operations, capital projects, and debt service on revenue bonds issued by the MDTA to help fund its capital program.
MDOT MISSION STATEMENT: The Maryland Department of Transportation is a customer-driven leader that delivers safe, sustainable, intelligent, exceptional, and inclusive transportation solutions in order to connect our customers to life’s opportunities. MDTA MISSION: Talented people ensuring Maryland’s iconic bridges, tunnels and roadways are the customer’s trusted and preferred choice for safe mobility, connection, and E-Z passage today and tomorrow. MDTA VISION: One team connecting our customers to what matters most.
MDTA VALUES: MDTA is one team working together to: ③ Appreciate Maryland’s DIVERSITY and bring our services to all communities. ③ Promote INTEGRITY through accountability, transparency, governance and communication. ③ Foster INNOVATION to revolutionize transportation operations. ③ Ensure the SAFETY of our employees, customers, facilities and systems. ③ Provide exceptional CUSTOMER EXPERIENCE.
* The MDTA's ETL facility is part of the John F. Kennedy Memorial Highway (I-95), but is accounted for separately in the MDTA's financial reporting.
Thomas J. Hatem Memorial Bridge (US 40)
MDTA GOALS: ③ Prioritize people in all we do.
③ Expand our reputation as a national leader. ③ Demonstrate financially sound and fiscally responsible decision making. ③ Ensure the safety and security of our employees, customers and facilities.
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