UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant 
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Filed by a Party other than the Registrant 
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Check the appropriate box:

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Preliminary Proxy Statement

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

☒Definitive Proxy Statement
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Definitive Proxy Statement

Additional Materials

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Definitive Additional Materials

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Soliciting Material Pursuant to under
Section 240.14a-12

Verisk Analytics, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11

LOGO

LOGO

Letter from our

Independent Chair

Dear Shareholders,

I invite you to participate in Verisk’s 2024 Annual Meeting of Shareholders, which will take place virtually on Wednesday, May 15, 2024 at 8:00 a.m. ET. You can join the live audio webcast by visiting www.virtualshareholdermeeting.com/VRSK2024, where you will be able to listen to the meeting live, submit questions and vote.

Renewed Focus, Consistent Growth

2023 marked a milestone for Verisk as its performance exceeded the growth expectations set at Investor Day. Our renewed focus on the insurance industry has delivered results – even as we continue to implement strategic, organizational, and cultural change. The strong performance of the past year reflects our commitment to a sector that is both crucial and currently navigating through substantial challenges and emerging risks. Verisk has deepened its engagement with industry leaders, driving innovation and new solutions that deliver value to our clients and to you, our shareholders, with client confidence and choice reinforcing Verisk’s position as a pivotal player in the complex and evolving insurance ecosystem. In 2024, we will continue to deliver on our mission to be a leading data, analytics and technology provider serving the insurance ecosystem.

Governance and Risk

In 2023 Verisk’s Board of Directors, led by its Audit Committee, enhanced and strengthened its risk oversight with processes such as a risk review calendar and dashboard that focused on mission critical risks at various Committee meetings throughout the year. To better organize and delineate oversight of specific risk categories, the Board formed a new Risk Committee in early 2024 which, in coordination with the Audit Committee and other relevant Committees as appropriate, oversees risk assessment and risk management of the Company, reviews with management matters relating to the policies, practices and outcomes of the Company that relate to risk management, and oversees the Company’s Enterprise Risk Management function.

Commitments to Purposeful Work and ESG

Our exceptional colleagues across the globe have made this transformation possible, and we are committed to supporting them with a positive work environment, substantive development and learning opportunities, and competitive compensation. This commitment has been recognized with Great Place to Work® designations in the United States (8 years), United Kingdom (4 years), India (4 years), Spain (4 years), and Poland (2 years).

Our commitment to operating in an environmentally responsible way is reflected in the fact that Verisk published its first-ever report in accordance with the framework recommended by the Task Force on Climate-Related Financial Disclosures (TCFD). In 2023, we ranked fourth on Investor’s Business Daily’s 100 Best ESG Companies list.

Your support is important

Your vote is important. I encourage you to take a moment to vote on the items in this year’s Proxy Statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting. On behalf of the Verisk Board of Directors, thank you for your continued support.

Sincerely,

LOGO

Bruce Hansen

Independent Chair

April 5, 2024

LOGO

Verisk Notice of 20222024 Annual Meeting of Shareholders and Proxy Statement

Notice of 2022 Annual Meeting of Shareholders

When:May 25, 2022, 8:00 am, ET                                                                                                                                                                                                                                  
Where:

Virtual-only meeting at: www.virtualshareholdermeeting.com/VRSK2022

 

April [    ], 2022

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 20222024 Annual Meeting of Shareholders of Verisk Analytics, Inc. will be held on Wednesday, May 25, 2022,15, 2024, at 8:00 am ET, in a virtual format as a live audio webcast that can be accessed at www.virtualshareholdermeeting.com/VRSK2022,VRSK2024, to:

 

elect five (5) members of the Board of Directors;

approve the amendment to the Company’s Certificate of Incorporation to eliminate the Company’s current classified board structure and provide for the annual election of directors (the “Declassification Amendment”);

approve the compensation of the Company’s named executive officers on an advisory, non-binding basis (“say-on-pay”);

ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2022; and

transact such other business as may properly be brought before the meeting by or at the direction of our Board of Directors.

Proposal

  Board Recommendation Page

1

 Elect eleven (11) members of the Board of Directors to serve one-year terms;  

FOR

each nominee

 4

2

 Approve the compensation of the Company’s named executive officers on an advisory, non-binding basis (“say-on-pay”);  FOR 57

3

 Ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2024; and  FOR 58

4

 To vote on the shareholder proposal requesting a simple majority vote.  NO RECOMMENDATION 61

Transact such other business as may properly be brought before the meeting by or at the direction of our Board of Directors.

 

Our Board of Directors recommends that you vote “FOR” the election of directors, the Declassification Amendment, the approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis, and the ratification of the appointment of the auditor. Our Board of Directors makes no recommendation with respect to the shareholder proposal requesting a simple majority vote as the Board is interested in understanding the viewpoints of our shareholders with respect to the proposal’s topic.

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials via the Internet. We believe this notice and access process expedites shareholders’ receipt of proxy materials and lowers the costs of our annual meeting of shareholders. Accordingly, we have sent to certainmost of our beneficial owners the Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. We are mailing paper copies of our 20222024 Annual Meeting materials to our shareholders of record, and to eligible participants in the ISO 401(k) Savings and Employee Stock Ownership Plan (the “ESOP”).

The Notice of Internet Availability of Proxy Materials is being sent to certain of our shareholders beginning on or about April [    ], 2022.5, 2024. The Proxy Statement is being made available to our shareholders and eligible ESOP participants beginning on or about April [    ], 2022.5, 2024.

Very truly yours,

Kathy Card Beckles

Executive Vice President, General

Counsel and Corporate Secretary

                *****On behalf of the Board of Directors,

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 25, 2022. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.proxyvote.com. Upon written request to our Corporate Secretary, we will provide a copy of our Annual Report on Form 10-K without charge. Please mail any written request to the attention of Corporate Secretary, Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686.

Table of Contents

Page
LOGO

Proxy StatementThomas C. Wong

Assistant General Counsel

and Corporate Secretary

 1

Annual Meeting Information

1

Voting Information

1

Item 1 — Election of DirectorsLOGO

3

Corporate Governance

9

Corporate Governance Strengths

9

Actions Taken in 2021 to Strengthen Corporate Governance

9

Proxy Access

9

Committee Leadership Refreshment

10

Leadership Structure,Date and Separate Chairman and CEOTime

10

Director IndependenceMay 15, 2024

10

Board Meetings and Director Attendance8:00 a.m. ET

11

Written Committee Charters

12

Director Attendance at Annual MeetingsLOGO

12

Independent Executive SessionsLocation

12

Communications with Directorswww.virtualshareholdermeeting.

12

Mandatory Retirementcom/VRSK2024

12

Compensation Governance

12

Criteria for Board Candidates, Including Board DiversityLOGO

13

Shareholder Recommendations for Board Candidates

13

Board Role in Risk Oversight

13

Board Evaluations

14

Succession Planning

14

Corporate Governance Documents

15

Directors’ Compensation and Benefits

16

Item 2 —  Approval of the Amendment to the Certificate of Incorporation to Provide for the Annual Election of Directors

18

Executive Officers of Verisk

19

Security Ownership of Certain Beneficial Owners and Management

20
Page

Principal Shareholders

22

Executive Compensation

23

Compensation Discussion and Analysis

23

Compensation Committee Report

33

2021 Summary Compensation Table

34

2021 Grants of Plan-Based Awards

35

2021 Outstanding Equity Awards at Fiscal Year-End

36

2021 Option Exercises and Stock and PSUs Vested

37

2021 Pension Benefits

37

2021 Nonqualified Deferred Compensation

38

Potential Payments upon Termination or Change in Control

38

Equity Compensation Plan Information

40

CEO Pay Ratio

40

Certain Relationships and Related Transactions

42

Item 3 —  Approval of the Compensation of the Company’s Named Executive Officers on an Advisory, Non-Binding Basis

43

Item 4 —  Ratification of the Appointment of the Company’s Independent Auditor

44

Audit Committee Report

45

Shareholder Proposals

47

Additional Voting Information

48

Other Matters

49

Appendix A — Amendment to Certificate of Incorporation to Provide for the Annual Election of Directors

50

Appendix B — Reconciliation of GAAP and Non-GAAP Financial Measures

55

Proxy Statement

We are making this Proxy Statement available in connection with the solicitation of proxies by our Board of Directors for the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) and any adjournments or postponements thereof. We are mailing the Notice of Internet Availability of Proxy Materials on or about April [    ], 2022. This Proxy Statement is being made available to our shareholders on or about April [    ], 2022. In this Proxy Statement, we refer to Verisk Analytics, Inc. as the “Company,” “Verisk,” “we,” “our” or “us” and the Board of Directors as the “Board.”

Annual Meeting Information

Date and Location

We will hold the 2022 Annual Meeting on Wednesday, May 25, 2022 at 8:00 AM, ET, in a virtual format as a live audio webcast rather than as an in-person event. The virtual meeting can be accessed at www.virtualshareholdermeeting.com/VRSK2022. You will not be able to attend the 2022 Annual Meeting in person.

Admission, Voting and Submitting Questions

Only record or beneficial owners of shares of Verisk’s common stock (“Common Stock”) as of the Record Date, as defined below, or their proxies, and eligible participants of the ESOP may attend the virtual 2022 Annual Meeting. You will be able to attend the 2022 Annual Meeting online, vote your shares online and submit questions online during the meeting by logging into the meeting website at www.virtualshareholdermeeting.com/VRSK2022, and entering the 16-digit control number found on your Notice, proxy card, or voting instruction form sent to you.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting 15 minutes in advance of the designated start time to allow time for you to log-in and test your device’s audio system.

We encourage you to vote in advance of the meeting, but you may also vote your shares electronically during the 2022 Annual Meeting (other than shares held through the ESOP). Voting at the meeting will revoke any prior votes cast.

You may submit questions during the meeting by entering a question in the “Ask a Question” field and we will respond to questions as time permits. Similar questions may be combined and answered together.

Questions regarding personal matters or matters not relevant to the meeting will not be answered. The guidelines for submitting questions, the Company shareholder list and the Proxy Materials will be available on the virtual meeting site during the meeting.

Record Date

The Record Date forMarch 18, 2024

Important Notice Regarding the 2022 Annual Meeting is March 28, 2022. Record and beneficial owners may vote all shares of Common Stock they owned as of the close of business on that date. Each share of Common Stock entitles you to one vote on the election of each of the Directors nominated for election and one vote on each other matter voted on at the 2022 Annual Meeting. On the Record Date, 158,758,075 shares of Common Stock were outstanding. We need a quorum consisting of a majority of the shares of Common Stock outstanding on the Record Date present, in person or by proxy, to hold the 2022 Annual Meeting.

Notice of Electronic Availability of Proxy Materials for the Shareholder Meeting to be held on May 15, 2024.

Pursuant to the rules adopted by the SEC, we are making thisOur Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available to many of our shareholders electronically via the Internet. On or about April [ ], 2022, we are mailingat www.proxyvote.com. Upon written request to our beneficial owners (other than ESOP participants) the NoticeCorporate Secretary, we will provide a copy of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K via without charge. Please mail any written request to the Internet and how to vote online. If you would like to receive a printed or electronic copyattention of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Your participation in this process enables us to save money on the cost of printing and mailing the documents to you.Corporate Secretary, Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686.

Printed copies of the proxy materials are being sent to record holders of our stock and to eligible ESOP participants. All shareholders and eligible ESOP participants will be able to access the proxy materials at www.proxyvote.com.

Voting Information

Record and Beneficial Owners

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be a shareholder of record, and our 2022 Annual Meeting materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy or to attend the virtual

 

Verisk 2022 Proxy Statement  |  1

Voting Information

 

meeting and vote at the meeting. If your shares are held in a brokerage account or by a bank or other nominee, you are considered a beneficial owner of those shares held in “street name” and your broker or nominee is considered,

with respect to those shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares.

 

Votes Required

 

 Proposals for Your Vote

 

Votes Required

Effect of

Abstentions

Effect of Broker

Non-Votes

 

 

Table of Contents

 Proposal 1: Electing Five Members of the Board of Directors

 

Majority of votes cast

No effect

No effect

Proposal 2: Approving the amendment to the Company’s Certificate of Incorporation to eliminate the Company’s current classified board structure and provide for the annual election of directors (the “Declassification Amendment”)

Affirmative vote of a
majority of the voting
power of outstanding
sharesVote againstVote against

Proposal 3: Approving the Compensation of the Company’s Named Executive Officers on an Advisory, Non-binding Basis (“Say-on-Pay”)

Affirmative vote of a
majority of shares
present or repre
sented by proxy and
entitled to voteVote againstNo effect

Proposal 4: Ratifying the Appointment of Deloitte & Touche LLP as Independent Auditor for 2022

Affirmative vote of a
majority of shares
present or repre
sented by proxy and
entitled to voteVote againstNone -

Brokers have

discretion to vote

 

1

Votes Required to Elect DirectorsProxy Statement

1

In uncontested elections, each director will be elected by a majorityAnnual Meeting Information

2

Voting Information

4

ITEM 1 — Election of the votes cast, meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director for the director to be elected. The Company has adopted a director resignation policy providing that an incumbent director who did not receive a majority of votes cast must promptly tender his or her resignation to the Board. TheDirectors

13

Corporate Governance Corporate Sustainability and Nominating Committee (formerly the Nominating and

13Corporate Governance Committee) will consider the resignationStrengths
13Actions Taken in 2023 and make a recommendation2024 to the Strengthen Corporate Governance
14Proxy Access
14Committee Leadership and Membership Refreshment
14Leadership Structure, and Separate Chairman and CEO; Independent Chair
14Director Independence
15Board whether to acceptMeetings and Director Attendance
19Written Committee Charters
19Director Attendance at Annual Meetings
19Independent Executive Sessions
19Communications with Directors
20Mandatory Retirement
20Compensation Governance
20Criteria for Board Candidates, Including Board Diversity
21Shareholder Recommendations for Board Candidates
21Board Role in Risk Oversight
22Board Evaluations
22Succession Planning
23Corporate Governance Documents
24

Directors’ Compensation

26

Executive Officers of Verisk

27Security Ownership of Certain Beneficial Owners and Management
29

Principal Shareholders

30

Executive Compensation

30Compensation Discussion and Analysis
41Talent Management and Compensation Committee Report
422023 Summary Compensation Table
442023 Grants of Plan-Based Awards
452023 Outstanding Equity Awards at Fiscal Year-End
462023 Option Exercises and Stock and PSUs Vested
462023 Pension Benefits
472023 Nonqualified Deferred Compensation
47Potential Payments upon Termination or reject the resignation. If the Board decides not to accept the resignation, the director will continue to serve on the Board until such director’s successor is electedChange in Control
48

Equity Compensation Plan Information

49

CEO Pay Ratio

50

Pay Versus Performance

56Certain Relationships and qualified or until such director’s earlier resignation or removal. If the Board accepts the resignation, the Governance, Corporate Sustainability and Nominating Committee may recommend to the Board, and the Board will thereafter decide, whether to fill the resulting vacancy or to reduce the sizeRelated Transactions
57ITEM 2 — Approval of the Board. The Board, excluding the director in question, will act on the Governance, Corporate Sustainability and Nominating Committee’s recommendation and publicly disclose its decision and the rationale supporting it within 90 days following the date of the certification of the election results.

Votes Required to Approve the Declassification Amendment

The approval of the Declassification Amendment requires the affirmative vote of a majority of the voting power of the outstanding shares of the Company’s Common Stock.

Votes Required to Approve the Compensation of the Company’s Named Executive Officers on an Advisory, Non-Binding Basis

The approval

58ITEM 3 — Ratification of the compensationAppointment of the Company’s named executive officersIndependent Auditor
59Audit Committee Report
61ITEM 4 — Shareholder Proposal Requesting a Simple Majority Vote
62Shareholder Proposals and Nominations
63Additional Voting Information
64Other Matters
65Appendix A — Reconciliation of GAAP and Non-GAAP Financial Measures

Proxy Statement

We are making this Proxy Statement available in connection with the solicitation of proxies by our Board of Directors for the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and any adjournments or postponements thereof. We are sending the Notice of Internet Availability of Proxy Materials and the Proxy Statement on or about April 5, 2024. In this Proxy Statement, we refer to Verisk Analytics, Inc. as the “Company,” “Verisk,” “we,” “our” or “us” and the Board of Directors as the “Board.”

Annual Meeting Information

Date and Location

We will hold the 2024 Annual Meeting on Wednesday, May 15, 2024 at 8:00 AM, ET, in a virtual format as a live audio webcast. The virtual meeting can be accessed at www.virtualshareholdermeeting.com/VRSK2024. You will not be able to attend the 2024 Annual Meeting in person.

Admission, Voting and Submitting Questions

Only record or beneficial owners of shares of Verisk’s common stock (“Common Stock”) as of the Record Date, as defined below, or their proxies, and eligible participants of the ESOP may attend the virtual 2024 Annual Meeting. You will be able to attend the 2024 Annual Meeting online, vote your shares online and submit questions online during the meeting by logging into the meeting website at www.virtualshareholdermeeting.com/VRSK2024, and entering the 16-digit control number found on your Notice, proxy card, or voting instruction form sent to you.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting 15 minutes in advance of the designated start time to allow time for you to log-in and test your device’s audio system.

We encourage you to vote in advance of the meeting, but you may also vote your shares electronically during the 2024 Annual Meeting (other than shares held through the ESOP). Voting at the meeting will revoke any prior votes cast.

You may submit questions during the meeting by entering a question in the “Ask a Question” field and we will respond to questions as time permits. Similar questions may be combined and answered together.

Questions regarding personal matters or matters not relevant to the meeting will not be answered. The guidelines for submitting questions and the proxy materials will be available on the virtual meeting site during the meeting.

Record Date

The Record Date for the 2024 Annual Meeting is March 18, 2024. Record and beneficial owners may vote all shares of Common Stock they owned as of the close of business on that date. Each share of Common Stock entitles you to one vote on the election of each of the directors nominated for election and one vote on each other matter voted on at the 2024 Annual Meeting. On the Record Date, 142,741,754 shares of Common Stock were outstanding. We need a quorum consisting of a majority of the outstanding shares of Common Stock entitled to vote on the Record Date present, in person or by proxy, to hold the 2024 Annual Meeting.

Notice of Electronic Availability of Proxy Materials

Pursuant to the rules adopted by the SEC, we are making this Proxy Statement and our Annual Report on Form 10-K available to many of our shareholders electronically via the Internet. On or about April 5, 2024, we are mailing to our beneficial owners (other than ESOP participants) the Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. If you would like to receive a printed or electronic copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Your participation in this process enables us to save money on the cost of printing and mailing the documents to you.

Printed copies of the proxy materials are being sent to record holders of our shares of Common Stock and to eligible ESOP participants. All shareholders and eligible ESOP participants will be able to access the proxy materials at www.proxyvote.com.

Verisk 2024 Proxy Statement | 1

Voting Information

Voting Information

Record and Beneficial Owners

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be a shareholder of record, and our 2024 Annual Meeting materials are being sent to you directly by us. As the shareholder of record, you have the right

to grant your voting proxy or to attend the virtual meeting and vote at the meeting. If your shares are held in a brokerage account or by a bank or other nominee, you are considered a beneficial owner of those shares held in “street name” and your broker or nominee is considered, with respect to those shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares.

Votes Required

Proposals for Your Vote

Votes Required

Effect of

Abstentions

Effect of Broker

Non-Votes

Proposal 1: Electing Eleven Members of the Board of Directors

Majority of votes castNo effectNo effect

Proposal 2: Approving the Compensation of the Company’s Named Executive Officers on an advisory, non-binding basis requires the affirmativeAdvisory, Non-binding Basis (“Say-on-Pay”)

Affirmative vote of a
majority of the shares of Common Stock
present in person or representedrepre
sented by proxy at the 2022 Annual Meeting and
entitled to vote thereon.


thereon		Vote againstNo effect

Votes Required to RatifyProposal 3: Ratifying the Auditor

The ratification of the appointmentAppointment of Deloitte & Touche LLP requires the affirmativeas Independent Auditor for 2024

Affirmative vote of a
majority of the shares of Common Stock
present in person or representedrepre
sented by proxy at the 2022 Annual Meeting and
entitled to vote thereon.
thereon		Vote againstNone –

Brokers have

“Abstaining” and “Broker Non-Votes”

You may also “abstain” from voting for the director nominees and the other proposals. Shares voting “abstain” and broker non-votes with respectdiscretion to any nominee for director will have no effect on the election of directors. Shares voting “abstain” on the other proposals will have the effectvote

Proposal 4: Shareholder Proposal Requesting a Simple Majority Vote

Affirmative vote of a
majority of shares
present or repre
sented by proxy and
entitled to vote against the proposal. Broker non-votes will have the
thereon		No effect of a vote against the Declassification Amendment, but broker non-votes will not be counted in determining the results of the vote on any of the other matters where brokers cannot vote. Both abstentions and broker non-votes will be counted as present at the 2022 Annual Meeting for purposes of determining a quorum.

2  |  Verisk 2022 Proxy Statement

Item 1 — Election of Directors

Our Board of Directors is divided into three classes each serving staggered terms. The number of directors is fixed

No effect

Votes Required to Elect Directors

In uncontested elections, each director will be elected by a majority of the votes cast, meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director for the director to be elected. The Company has adopted a director resignation policy providing that an incumbent director who did not receive a majority of votes cast must promptly tender his or her resignation to the Board. The Governance, Corporate Sustainability and Nominating Committee will consider the resignation and make a recommendation to the Board whether to accept or reject the resignation. If the Board decides not to accept the

resignation, the director will continue to serve on the Board until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. If the Board accepts the resignation, the Governance, Corporate Sustainability and Nominating Committee may recommend to the Board, and the Board will thereafter decide, whether to fill the resulting vacancy or to reduce the size of the Board. The Board, excluding the director in question, will act on the Governance, Corporate Sustainability and Nominating Committee’s recommendation and publicly disclose its decision and the rationale supporting it within 90 days following the date of the certification of the election results.

2 | Verisk 2024 Proxy Statement

Voting Information

Votes Required to Approve the Compensation of the Company’s Named Executive Officers on an Advisory, Non-Binding Basis

The approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by our Board of Directors, subject to the terms of our Certificate of Incorporation. Our Board of Directors currently consists of eleven directors with one vacancy. If all the nominees are elected at this 2022 Annual Meeting, the Board will have 13 directors. If Proposal 2 (the Declassification Amendment) is approved by shareholders at this 2022 Annual Meeting, then the directors elected at this 2022 Annual Meeting and at future Annual Meetings will be elected for a one-year term. If Proposal 2 (the Declassification Amendment) is not approved by shareholders at the 2022 Annual Meeting, then the present classification of the Board will continue and directors up for election at this 2022 Annual Meeting and future Annual Meetings will continue to be elected for three-year terms. See Item 2 – “Amendment to the Company’s Certificate of Incorporation to Provide for the Annual Election of Directors” for additional details on the proposed amendment and votes required for approval. The description of director terms in this Item 1 are qualified by reference to Item 2 and the related Appendix A that includes the Declassification Amendment.

The nominees for election at the 2022 Annual Meeting are set forth below. The Board determined and current incumbent director Laura Ipsen agreed that she would not stand for re-election due to her other time commitments. As previously announced, Scott Stephenson will retire from the Board after the 2022 Annual Meeting. Therefore, Constantine Iordanou is the only incumbent director of Verisk as of April [ ], 2022 in this class, who will stand for re-election at the 2022 Annual Meeting. The Board is nominating Mr. Iordanou for election this year in order to assist with the Company’s CEO transition, and the Board does not expect Mr. Iordanou to stand for re-election at the 2023 Annual Meeting, should the Declassification Amendment be approved.

Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size.

Board Qualifications and Diversity

We believe that each of the nominees listed below possesses key attributes that we seek in a director, including strong and effective decision-making, communication and leadership skills.

We also believe that the Board members continuing after the 2022 Annual Meeting as a whole will possess the right diversity of backgrounds, experience, qualifications and skills to oversee and address the key issues facing the Company. The Board demographics below represent the Board members continuing after the 2022 Annual Meeting assuming all nominees are elected at the 2024 Annual Meeting and entitled to vote thereon.

Votes Required to Ratify the Auditor

The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon.

Votes Required to Approve the Shareholder Proposal Requesting a Simple Majority Vote

The approval of the shareholder proposal requesting a simple majority vote requires the affirmative vote of a majority of the

shares of Common Stock present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote thereon.

“Abstaining” and “Broker Non-Votes”

You may also “abstain” from voting for the director nominees and the other proposals. Shares voting “abstain” and broker non-votes with respect to any nominee for director will have no effect on the election of directors or the shareholder proposal requesting a simple majority vote. Shares voting “abstain” on the other proposals will have the effect of a vote against the proposal. Broker non-votes will not be counted in determining the results of the vote on any of the matters where brokers cannot vote. Both abstentions and broker non-votes will be counted as present at the 2024 Annual Meeting for purposes of determining a quorum.

Verisk 2024 Proxy Statement | 3

Item 1 — Election of Directors

At the 2022 Annual Meeting the Company’s shareholders approved and adopted an amendment to the Certificate of Incorporation to provide for the annual election of directors and to phase out the prior classified three-year staggered board structure. The Company’s classified board structure will be fully eliminated starting with this 2024 Annual Meeting and each person elected as a director at this 2024 Annual Meeting will serve a one-year term ending at the next meeting of shareholders following the director’s election, or until the director’s earlier death, resignation or removal. The number of

directors is fixed by our Board of Directors, subject to the terms of our Certificate of Incorporation. Our Board of Directors currently consists of eleven directors.

The eleven nominees for election at the 2024 Annual Meeting are set forth below. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size.

Board Qualifications and Diversity

We believe that each of the nominees listed below possesses key attributes that we seek in a director, including strong and effective decision-making, communication and leadership skills.

We also believe that the Board members continuing after the 2024 Annual Meeting as a whole will possess the right diversity of backgrounds, experience, qualifications and skills to oversee and address the key issues facing the Company. The Board demographics below represent the 11 Board members continuing after the 2024 Annual Meeting assuming all 11 nominees are elected at the 2024 Annual Meeting.

 

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4 | Verisk 2024 Proxy Statement

Item 1

As prescribed by the Nasdaq listing rules, the matrix below reflects the current composition of our Board of 11 directors as of April 5, 2024, which is the date of the filing of this Proxy Statement. To see our Board Diversity Matrix as of April 7, 2023, please see the Proxy Statement filed with the SEC on April 7, 2023.

 
Board Diversity Matrix as of April 5, 2024
  
Total Number of Directors 11
     
     Female       Male      Non-Binary     

  Did Not   

  Disclose   

  Gender   

 

Part I: Gender Identity

     

Directors

   4      7      0      0   
 

Part II: Demographic Background

     

African American or Black

   0      2      0      0   
     

White

   4      5      0      0   

Verisk 2024 Proxy Statement | 5

Item 1

Board Skills Matrix

The following matrix displays the most significant skills and areas of focus or expertise that this Company looks to each Director nominee for. Additional information regarding the experience and key attributes of each individual Director nominee is provided on pages 7-12 of this Proxy Statement.

Skills LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO   
           

Accounting & Finance

Experience with financial reporting and analysis in a large organization (e.g., as a CFO, senior accounting officer, controller, public accountant, and/or auditor, or through active oversight of such individuals). Experience overseeing the preparation, evaluation and/or auditing of financial statements.

   🌑 🌑   🌑   🌑 🌑 🌑   🌑 LOGO
           

Strategy and Corporate Development

Experience in investment and capital allocation decisions, strategy and corporate development to maximize returns for shareholders including M&A and developing and implementing growth strategies.

   🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑     LOGO
           

Insurance Industry

Experience in insurance company operations, understanding of market dynamics and trends, including innovation in underwriting, claims, risk finance, and distribution systems.

   🌑   🌑     🌑       🌑 LOGO
           

Innovation, Data and Technology

Expertise in innovation and technology, digital change management, data analytics, AI, and enterprise technology driven issues such as privacy, cybersecurity, and data management and security.

     🌑 🌑         🌑 🌑   LOGO
           

Talent Management and Compensation

Expertise in workforce management, including workforce planning, compensation management, leadership development, culture, promoting diversity, and change management.

 🌑 🌑       🌑           LOGO
           

Global Perspective

Leadership experience in global roles at complex organizations including oversight of international issues and operations in the geographic regions where we operate.

 🌑     🌑 🌑 🌑   🌑 🌑 🌑   LOGO
           

Executive Leadership

Experience as a public company CEO, senior executive, or leader of large complex organizations with oversight of strategy, talent management, operations and/or overall decision making, and a consistent record of executing strategy and creating value through operational excellence.

 🌑 🌑 🌑 🌑 🌑   🌑 🌑 🌑 🌑   LOGO
           

Corporate Governance

Experience or expertise in corporate governance matters and best practices, including through service on other public company boards, as well as experience with Environmental, Social and Governance (ESG) issues.

 🌑   🌑   🌑 🌑 🌑 🌑     🌑 LOGO
           

Regulatory Compliance/ Government

Experience in operating in similarly regulated industries, interacting with regulators, policy makers and/or working in government or regulatory agencies.

 🌑                 🌑 🌑 LOGO
           

Risk Management

Experience in risk management of a large organization and assessment of different types of risk, including technology, cyber security, market, operational and reputational risk.

 🌑     🌑 🌑 🌑       🌑 🌑 LOGO
           

Information Services

Experience in information services company operations, including understanding of market dynamics and trends, and best practices in go-to-market, product development, data stewardship, talent, financial model, and risk oversight strategies.

     🌑         🌑 🌑 🌑   LOGO
Total Skills per Director 6 5 6 6 6 5 5 6 6 6 5  

6 | Verisk 2024 Proxy Statement

Item 1

Nominees for Election at the 2024 Annual Meeting

Nominees for one-year terms continuing until 2025


 LOGO

Tenure

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5 out of 13 are women12 out of 13 are independent7 new directors nominated since 2016

LOGOLOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO     13 of 13
Other Company Board Experience

LOGOLOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO     13 of 13
Prior or Current Executive Leadership

 

 

Verisk 2022 Proxy Statement  |  3

Item 1LOGO

 

In August 2021,Retired Four-Star General,
U.S. Army

Independent Director

Age: 65

Director since: 2020

Committees:

•  Governance, Corporate Sustainability and Nominating

•  Talent Management and Compensation

•  Risk



Vincent K. Brooks

Career Highlights

Vincent K. Brooks is a career Army officer who served in the SEC approvedU.S. Army for over 42 years, retiring from active duty in 2019 as a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversityfour-star general. General Brooks spent his final seventeen years as a general officer and disclosure. As approved byin nearly all of those years in command of large, complex military organizations in challenging situations. During his tenure in the SEC, the new Nasdaq listing rules require that by August 8, 2022, all Nasdaq listed companies disclose consistent, transparent diversity statistics regarding their boards of directors. The rulesArmy, he gained uncommon global experience in leading through complex, ambiguous situations with significant national security interests and risks at stake. He handled crisis management, public communications, risk management and mitigation, budgetary assessment, leadership and management, international relations and interactions, cyber defense and protection, congressional engagement and strategic planning. General Brooks is also require most Nasdaq listed companies to have, or explain why they do not have,a principal with WestExec Consulting, a visiting Senior Fellow at least two diverse directors, including one who self-identifies as femaleHarvard Kennedy School’s Belfer Center for Science and one who self-identifies as either an under-represented minority or LGBTQ+. Given the Board’s commitment to both transparencyInternational Affairs, and increasing the diversity of the Board with purpose and pace, we are presenting our Board’s diversity statistics earlier than required under the Nasdaq listing rules.

As prescribed by the Nasdaq listing rules, the matrix below reflects the current composition of our Board of 11 directors as of April [    ], 2022, which is the date of the filing of this Proxy Statement. The numbers in parentheses and indicated with an asterisk below reflect the future composition of our Board of 13 directors immediately following the 2022 Annual Meeting assuming all director nominees standing for electiona Distinguished Fellow at the 2022 Annual Meeting are elected.

 
Board Diversity Matrix as of April [    ], 2022
  
Total Number of Directors  11(13*)
     
    Female       Male       Non-Binary       

Did Not     

Disclose     

Gender     

 

Part I: Gender Identity

     

Directors

  4(5*)        7(8*)        0        0     
 

Part II: Demographic Background

     

African American or Black

  0        1(1*)        0        0     
     

White

  4(5*)        6(7*)        0        0     

4  |  Verisk 2022 Proxy Statement

Item 1

NomineesUniversity of Texas with both the Clements Center for ElectionNational Security and the Strauss Center for International Security and Law. General Brooks currently holds an endowed chair at West Point (the Class of 1951 Chair for the 2022 Annual Meeting

Nominees for terms continuing until 2023 if the Declassification Amendment is approved

LOGO   

Constantine P. Iordanou

Independent Director

Age 72

Committees: Governance, Corporate Sustainability and Nominating; Compensation

Constantine P. Iordanou has served as oneStudy of our directors since 2001. Mr. Iordanou has served as Chairman and Senior Advisor of Arch Capital Group Limited, or ACGL, from March 2018 until his retirement in September 2019 and served as President and Chief Executive Officer from August 2003 until March 2018. Mr. Iordanou served as a director of ACGL from January 2002 until his retirement in September 2019. From January 2002 through July 2003, he was Chief Executive Officer of Arch Capital (U.S.) Inc., a wholly owned subsidiary of ACGL. Prior to joining ACGL in 2002, Mr. Iordanou served in various capacities for Zurich Financial Services and its affiliates, including as Senior Executive Vice President of Group Operations and Business Development of Zurich Financial Services, President of Zurich-American Specialties Division, Chief Operating Officer and Chief Executive Officer of Zurich American and Chief Executive Officer of Zurich North America. Prior to joining Zurich in March of 1992, he served as President of the Commercial Casualty division of Berkshire Hathaway Inc. and served as Senior Vice PresidentLeadership with the American Home Insurance Company,Department of Behavioral Sciences and Leadership) and since 2022 has been a member of the American International Group. Department of Defense Advisory Committee on Diversity and Inclusion. General Brooks is a Certified Corporate Director by the National Association of Corporate Directors (NACD) and is NACD-certified in cyber security oversight.

Current Other Public Company Directorships

Jacobs Solutions Inc. (NYSE: J), Diamondback Energy (NASDAQ: FANG)

Other Professional Experience and Community Involvement

General Brooks has served on the board of the Gary Sinise Foundation since March 2019 and the board of the Korean Defense Veterans Association since 2020.

Qualifications

In assessing Mr. Iordanou’sGeneral Brooks’ skills and qualifications to serve on our Board, our directors considered General Brooks’ strong leadership skills, talent management and leadership development experience and risk management experience, together with his experience as directordeep knowledge of global policy, strategy, geopolitical matters and international issues in the geographic regions where the Company operates.


LOGO

Retired Chief Executive Officer, of another public company, ACGL, as well as his extensive experience as a senior executive of various global insurance businesses.Farmers Group, Inc.

LOGO   

Jeffrey Dailey

Independent Director

Age 65

Independent Director

Age: 67

Director since: 2022

Committees:

•  Talent Management and Compensation (Chair)

•  Finance and Investment

•  Executive


Jeffrey Dailey

Career Highlights

Jeffrey Dailey has been nominated by our Board to stand for election ashad a director at the 2022 Annual Meeting. Mr. Dailey’s career in the insurance industry spansspanning more than three decades. Mr. Dailey currently serves asheld the position of CEO of Farmers Group, Inc., a subsidiary of Zurich Insurance Group.Group, from 2012 until his retirement at the end of 2022, and continued to serve as its Chairman of the Board of Directors until June 2023. At Farmers, Mr. Dailey has been at Farmers for more than 15 years, during which time he spearheaded the company’s transformation to a customer-centric and innovation-focused organization and led the acquisition and integration of MetLife’s property and casualty business.

Other Professional Experience and Community Involvement

Mr. Dailey ispreviously served as a board member of The Institutes, a leading provider of education and research on risk management and insurance, and an advisory board member at Team Rubicon, a disaster relief organization that brings together military veterans, first responders, medical professionals and technology experts. insurance.

Qualifications

In assessing Mr. Dailey’s skills and qualifications to serve on our Board, our directors considered his extensive experience as an executive in leading insurance company operations and understanding of market dynamics and trends facing the insurance industry.industry, his talent management experience and his consistent record of executing strategy and creating value through operational excellence.

 

Verisk 2024 Proxy Statement | 7

LOGO   

Wendy Lane

Item 1

 


Independent Director

Age 70

LOGO

Retired Chairman and Chief Executive Officer, ID Analytics

Independent Board Chair

Age: 64

Director since: 2015

Committees:

•  Executive (Chair)



Bruce Hansen

Career Highlights

Bruce Hansen brings three decades of experience building companies across the big data, AI/analytics, and fin-tech industries. From 2002 to 2012, Mr. Hansen served as Chairman and CEO of ID Analytics, a company he co-founded. Prior to that, Mr. Hansen served as President of HNC Software, Inc., a publicly traded company. Mr. Hansen has also held executive roles at CASA Inc., CitiGroup, ADP and JPMorgan Chase.

Current Other Public Company Directorships

LivePerson (NASDAQ: LPSN)

Prior Other Public Company Directorships

Mitek Systems (NASDAQ: MITK)

Other Professional Experience and Community Involvement

Mr. Hansen is an active member of the National Association of Corporate Directors.

Qualifications

In assessing Mr. Hansen’s skills and qualifications to serve on our Board, our directors considered his management and operations experience gained as a senior executive leading multiple data analytics and information services businesses, his understanding of market dynamics and trends, as well as his experience gained by his current and past service on other public company boards.

 


 

LOGO

Chief Executive Officer,
Vantage Group

Independent Director

Age: 58

Director since: 2024



Gregory Hendrick

Wendy Lane

Career Highlights

Mr. Hendrick was appointed to our Board on April 1, 2024 and has been nominated by our Board to stand for election as a director at the 20222024 Annual Meeting. Mr. Hendrick brings over 35 years of extensive insurance and reinsurance leadership and hands-on reinsurance underwriting experience. Since October 2020, Mr. Hendrick has served as CEO of Vantage Group, a Bermuda registered company that provides specialty insurance, reinsurance and insurance-linked securities products. From 2018 to 2020, Mr. Hendrick served as CEO of AXA XL, the P&C and specialty risk division of AXA. Mr. Hendrick was previously with numerous XL Group companies for 25 years serving in various roles, including Chief Executive of Reinsurance, Chief Executive of Insurance, Executive Vice President of Strategic Growth, President and Chief Underwriting Officer for XL Re Ltd and Vice President of US Property Underwriting for XL Mid Ocean Reinsurance Ltd. He began his career at AIG and later served as a VP in reinsurance underwriting at Winterthur Re.

Qualifications

In assessing Mr. Hendrick’s skills and qualifications to serve on our Board, our directors considered his deep domain experience and understanding of market dynamics and trends in re/insurance and underwriting gained through his various executive positions at leading insurance and reinsurance companies.

8 | Verisk 2024 Proxy Statement

Item 1


LOGO

President and Chief Executive Officer, Zone Oil & Gas, LLC

Independent Director

Age: 63

Director since: 2016

Committees:

•  Audit (Chair)

•  Governance, Corporate Sustainability and Nominating

•  Risk

•  Executive



Kathleen A. Hogenson

Career Highlights

Kathleen A. Hogenson is an accomplished executive and entrepreneur with extensive worldwide operational and leadership experience. Ms. Hogenson brings more than 30 years of experience managing global company portfolios, driving global growth, navigating geopolitical issues and optimizing the workforce through skills, data and software. Ms. Hogenson has served as the President and Chief Executive Officer of Zone Oil & Gas, LLC, a company providing advisory and valuation services in energy, since 2007. Ms. Hogenson served as President and Chief Executive Officer of Zone Energy, LLC, a company she founded in 2009 and sold in 2015. Previously, Ms. Hogenson was President of Santos USA Corporation and Vice President of exploration and production technology for Unocal Corporation.

Current Other Public Company Directorships

First Quantum Minerals Ltd. (XTSE: FM), Tamarack Valley Energy (XTSE: TVE)

Prior Other Public Company Directorships

Cimarex Energy Co. (NYSE: XEC), Petrofac Limited (LSE: PFC)

Other Professional Experience and Community Involvement

Ms. Hogenson has previously served on the Board of Directors of Parallel Petroleum LLC and on the advisory Board of Samsung Oil & Gas USA Corporation. Ms. Hogenson currently serves in McKinsey’s Advancing Women Executives in Energy Mentorship Program.

Qualifications

In assessing Ms. Hogenson’s skills and qualifications to serve on our Board, our directors considered her proven entrepreneurial track record and extensive global commercial, operational, risk management and strategic knowledge and experience gained from leadership roles at complex, global organizations.


LOGO

Experienced Board Director, Insurance and Global Information Services Industries

Independent Director

Age: 72

Director since: 2022

Committees:

•  Finance and Investment

•  Talent Management and Compensation



Wendy Lane

Career Highlights

Wendy Lane brings over 30 years of board experience overseeing strategic, operational, and financial changes at public companies, along with over 15 years of investment banking experience at Donaldson, Lufkin & Jenrette and Goldman Sachs, where she engaged in a full range of value creation and transactional matters across industries. Ms. Lane has extensive experience serving on the Boards of companies in the insurance and information services industries. Ms. Lane has served on the board of directors and Audit Committee and as Chairman of the Compensation Committee of

Current Other Public Company Directorships

Envestnet (NYSE: ENV)

Prior Other Public Company Directorships

Willis Towers Watson Plc a risk management insurance brokerage and advisory company, and its predecessor since 2004. From 2020 to 2021, Ms. Lane served on the board of directors of(NASDAQ: WTW), CoreLogic, Inc. (NYSE: CLGX), and previously served on the board of directors of MSCI, Inc., a provider of financial indexes, index products, and portfolio management tools, from 2015 to 2019. (NYSE: MSCI)

Qualifications

In assessing Ms. Lane’s skills and qualifications to serve on our Board, our directors considered her extensive experience serving on boards in the insurance and information services industries as well as her current and past service as a director on other public company boards.boards across the globe providing international experience and perspectives and expertise in corporate governance, finance, talent management and compensation matters and best practices.

LOGO   

Kimberly S. Stevenson

Verisk 2024 Proxy Statement | 9

Item 1

 

Independent Director

Age 59

LOGO

Principal,

WhiteGate Partners LLC

Independent Director

Age: 67

Director since: 2009 (served as a director of Verisk’s predecessor company, Insurance Services Office, Inc. from 2005 to 2009)

Committees:

•  Audit

•  Finance and Investment

 

 


Samuel G. Liss

Kimberly S. Stevenson has been nominated by

Career Highlights

Samuel G. Lissis the principal of WhiteGate Partners LLC, a financial services and business services advisory firm, and an Adjunct Professor at New York University Stern Graduate School of Business. Previously, Mr. Liss served as Executive Vice President and Group Business Head at The Travelers Companies, overseeing corporate business development and one of three operating divisions —Financial, Professional Lines and International Insurance. Mr. Liss also served as Executive Vice President at The St. Paul Companies, an international commercial lines insurer. Earlier in his career, Mr. Liss was a Managing Director in the Investment Banking and the Equities divisions at Credit Suisse First Boston. Mr. Liss began his career in the equities division at Salomon Brothers and was a top ranked analyst covering the diversified financial services and insurance sectors.

Prior Other Public Company Directorships

DST Systems, Inc. (NYSE: DST); Argo Group International Holdings, Ltd. (NYSE: ARGO); Nuveen Investments, Inc.

Other Professional Experience and Community Involvement

Mr. Liss currently serves on the Board of Directors of JS Held, a private global consulting firm. He formerly served on the Board of Ironshore, Inc., a private global specialty commercial insurer.

Qualifications

In assessing Mr. Liss’ skills and qualifications to serve on our Board, to stand for electionour directors considered his management and operational experience gained as a senior executive of a global insurance business, his expertise in investment banking and the capital markets, and his expertise in corporate governance matters and best practices gained from his past board service.


LOGO

President and CEO,

Verisk Analytics, Inc.

Age: 56

Director since: 2022



Lee M. Shavel

Career Highlights

Lee M. Shavel was appointed our Chief Executive Officer following the 2022 Annual Meeting and was elected as a director at the 2022 Annual Meeting. Ms.He assumed the title of President in January 2023. Mr. Shavel was our Group President from February 2021 to May 2022, and was Chief Financial Officer from 2017 to 2022. Prior to joining Verisk, Mr. Shavel served as Chief Financial Officer and Executive Vice President, Corporate Strategy of Nasdaq, Inc. from May 2011 to March 2016. Before joining Nasdaq, Mr. Shavel was Americas Head of Financial Institutions Investment Banking at Bank of America Merrill Lynch. Previously, he was Head of Finance, Securities and Technology and Global COO for the Financial Institutions Group at Merrill Lynch.

Current Other Public Company Directorships

FactSet Research Systems, Inc. (NYSE: FDS)

Prior Other Public Company Directorships

Investment Technology Group, Inc. (NYSE: ITG)

Qualifications

In assessing Mr. Shavel’s skills and qualifications to serve on our Board, our directors considered his in-depth operations, management and financial experience and knowledge gained from the various executive positions held by Mr. Shavel within Verisk, including serving as CFO from 2017 to 2022 and as CEO since 2022, his experience and track record in investment and capital allocation decisions and strategy and corporate development to maximize returns for shareholders, as well as his current and past service as a director on other public company boards.

10 | Verisk 2024 Proxy Statement

Item 1


LOGO

President and Chief Executive Officer, Intelligent Operating Solutions, Fortive

Independent Director

Age: 51

Director since: 2022

Committees:

•  Audit

•  Finance and Investment (Chair)

•  Risk

•  Executive



Olumide Soroye

Career Highlights

Olumide Soroye serves as President and CEO of Intelligent Operating Solutions (IOS) at Fortive Corporation, a position he has held since August 2021, overseeing a portfolio of brands that generate strong growth, margins, and cashflow profile. Before joining Fortive, Mr. Soroye was managing director at CoreLogic from September 2013 to August 2021, where he led the transformation of the company into a highly profitable growth engine through data-driven digital workflow innovation and strategic acquisitions. He previously served as SVP of technology at QuinStreet and spent more than a decade focused on growth, product, and sales strategy in the technology sector as a partner at McKinsey & Company. Over the past 25 years, Mr. Soroye has served as an advisor or executive to more than 50 corporations.

Qualifications

In assessing Mr. Soroye’s skills and qualifications to serve on our Board, our directors considered his expertise in innovation, data and technology, and his track record of developing market-leading software and data-enabled workflow solutions and significantly accelerating growth and profitability for companies across a broad range of verticals.


LOGO

Retired Executive, Technology and Global Information Services Industries

Independent Director

Age: 61

Director since: 2022

Committees:

•  Governance, Corporate Sustainability and Nominating

•  Talent Management and Compensation

•  Risk (Chair)

•  Executive



Kimberly S. Stevenson

Career Highlights

Kimberly S. Stevenson has had a long career in the technology industry, most recently serving as senior vice president and general manager of the Foundational Data Services Business Unit at NetApp, a global provider of cloud data services from January 2020 to August 2021. Previously, Ms. Stevenson served as senior vice president and general manager of the Data Center Group of Lenovo from May 2017 to October 2018 and as a corporate vice president at Intel from September 2009 to February 2017.

Current Other Public Company Directorships

Mitek Systems (NASDAQ: MITK)

Prior Other Public Company Directorships

Quarterhill (XTSE: QTRH), Skyworks Solutions, Inc. (NASDAQ: SWKS), Boston Private Financial Holdings (NASDAQ: BPFH), Cloudera (NYSE: CLDR), Riverbed Technology (NASDAQ: RVBD)

Other Professional Experience and Community Involvement

Ms. Stevenson currently serves on two public company boards: Skyworks Solutions, Inc., an innovatorthe board of high-performance analog semiconductors; and Mitek Systems,Ambiq Micro, a global leader in mobile capture and digital identity verification. Her prior public company board experience includes serving on the boards of Boston Private Financial Holdings, a provider of banking and wealth management services (prior to its merger into Silicon Valley Bank); Cloudera, an enterprise data cloud company; and Riverbed Technology, a hardware and software developer (prior to it being taken private). privately held semiconductor company.

Qualifications

In assessing Ms. Stevenson’s skills and qualifications to serve on our Board, our directors considered her deep expertise in innovation, data and technology, finance and digital innovationexperience gained in leading information services company operations, as well as her current and past service as a director on other technology-focused public company boards.

 

Verisk 2022 Proxy Statement  |  5

Verisk 2024 Proxy Statement | 11

Item 1

 

LOGO   

Lee M. Shavel

Current CFO and Group President; Incoming CEO

Age 54


Lee M. Shavel will be appointed our

LOGO

Retired Chief Executive Officer, following the 2022 Annual Meeting and has been nominated by our Board to stand for election as a director at the 2022 Annual Meeting. Mr. Shavel has been our Group President since February 2021, and our Chief Financial Officer since November 2017. In addition to his CFO role, Mr. Shavel had oversight responsibility for the operations of our energy, specialized markets and financial services segments. Prior to joining Verisk, Mr. Shavel served as Chief Financial Officer and Executive Vice President, Corporate Strategy of Nasdaq, Inc. from May 2011 to March 2016. Before joining Nasdaq, Mr. Shavel was Americas Head of Financial Institutions Investment Banking at Bank of America Merrill Lynch. Previously, he was Head of Finance, Securities and Technology and Global COO for the Financial Institutions Group at Merrill Lynch. Mr. Shavel joined Merrill Lynch in 1993 as an Associate, coming from Citicorp where he worked as an Associate in the Financial Institutions Group. Since June 2020, Mr. Shavel has served on the Board of Directors of FactSet Research Systems, Inc. (NYSE: FDS), a publicly traded company, and from 2016 to March 2019, Mr. Shavel served as a board director and chair of the Audit Committee of Investment Technology Group, Inc., a publicly traded broker-dealer. In assessing Mr. Shavel’s skills and qualifications to serve on our Board, our directors considered his in-depth operations, management and financial experience and knowledge gained from the various executive positions held by Mr. Shavel within Verisk since 2017, as well as his current and past service as a director on other public company boards.

Our Board unanimously recommends a vote “FOR” the election of all five (5) nominees. Proxies solicited by our

Board will be voted “FOR” these nominees unless otherwise instructed.

6  |  Verisk 2022 Proxy Statement

Item 1

Continuing Directors

Directors with terms continuing until 2023

  LOGO

Christopher M. Foskett

Independent Lead Director

Age 64

Committees: Executive; Finance and Investment

Christopher M. Foskett has served as one of our directors since 1999 and as our Independent Lead Director since May 2019. Mr. Foskett currently serves as Chief Sales Officer at Fiserv, Inc. Previously, Mr. Foskett served as Executive Vice President, Head of Corporate and Business Development and Co-Head of Global Financial Solutions at First Data Corporation. Before joining First Data, he was the Managing Director, Head of North American Treasury Services and Global Head of Sales for Treasury Services at JPMorgan Chase & Co. Mr. Foskett also spent 18 years at Citigroup in a number of key executive roles, including Global Head of Mergers and Acquisitions, Head of Global Sales for Transaction Services and Global Head of the Financial Institutions Group in the Corporate Bank. Mr. Foskett currently chairs the Board of Directors for Allied Irish Bank Merchant Services and also serves on the Board of Directors for Finxact and Apiture. In assessing Mr. Foskett’s skills and qualifications to serve on our Board, our directors considered his more than 30 years in the banking and financial services industries, and experience gained as a senior executive with global financial institutions.

LOGO   

David B. Wright

Independent Director

Age 73

Committees: Audit; Compensation

David B. Wright has served as one of our directors since 1999. Since August 2014, Mr. Wright has served as Managing Partner of Innovative Capital Ventures, Inc. and since November 2020 has served as Executive Chairman of Twist Capital. From July 2012 to May 2014, Mr. Wright served as the Chief Executive Officer of ClearEdge Power, a privately held company. From February 2010 to July 2011, Mr. Wright served as the Executive Vice Chairman and Chief Executive Officer of GridIron Systems. Mr. Wright served as Chief Executive Officer and Chairman of Verari Systems, Inc., from June 2006 to December 2009. He was Executive Vice President, Office of the CEO, Strategic Alliances and Global Accounts of EMC Corporation from July 2004 until August 2006. From October 2000 to July 2004, Mr. Wright served as President, Chief Executive Officer and Chairman of the Board of Legato Systems. Prior to joining Legato Systems, Mr. Wright had a 13-year career with Amdahl Corporation, where he served as President and Chief Executive Officer from 1997 to 2000. Mr. Wright also previously served on the Board of Directors of ClearEdge Power, GridIron Systems, ActivIdentity Corp., Aspect Communications Corp., Boole and Babbage Inc. and GeekNet, Inc. In assessing Mr. Wright’s skills and qualifications to serve on our Board, our directors considered the operations and management experience he gained in leadership positions in diverse businesses.

LOGO   

Annell R. Bay

Independent Director

Age 66

Committees: Compensation (Chair); Executive; Governance, Corporate Sustainability and Nominating

Annell R. Bay has served as one of our directors since August 2016. Ms. Bay has more than 35 years of experience in the oil and gas industries. Ms. Bay most recently served as vice president of global exploration for Marathon Oil Corporation, from June 2008 until her retirement in April 2014. Ms. Bay was previously Vice President of Americas exploration for Shell Exploration and Production Company and Vice President of worldwide exploration at Kerr McGee Oil and Gas Corporation. Earlier in her career, Ms. Bay held positions in operations and applied research at Chevron, Sohio, and Oryx Energy. Ms. Bay serves on the advisory boards for the Jackson School of Geology at the University of Texas at Austin, the Houston Education Center for the Independent Petroleum Association of America and is a Trustee of Trinity University in San Antonio, Texas. Ms. Bay has served on the Board of Directors of the Apache Corporation, a publicly traded energy company, since 2014, and Hunting PLC, a UK-listed energy services company, since 2015. In assessing Ms. Bay’s skills and qualifications to serve on our Board, our directors considered her deep knowledge of the oil and gas industries and her extensive global experience in the exploration of conventional and unconventional oil and gas reservoirs and in exploration portfolio risk management.

LOGO   

Vincent K. Brooks

Independent Director

Age 63

Committees: Governance, Corporate Sustainability and Nominating; Audit

Vincent K. Brooks has served as one of our directors since October 2020. A career Army officer who served in the U.S. Army for over 42 years, retiring from active duty in 2019 as a four-star general, General Brooks spent his final seventeen years as a general officer and in nearly all of those years in command of large, complex military organizations in challenging situations. During his tenure in the Army, he gained uncommon experience in leading through complex, ambiguous situations with significant national security interests and risks at stake. He handled crisis management, public communications, risk management and mitigation, budgetary assessment, leadership and management, international relations and interactions, cyber defense and protection, congressional engagement and strategic planning. General Brooks has served on the board of two public companies, Diamondback Energy since April 2020 and Jacobs since August 2020, as well as the board of the Gary Sinise Foundation since March 2019 and the board of the Korea Defense Veterans Association since February 2020. General Brooks is also a principal with WestExec Consulting, a visiting Senior Fellow at Harvard Kennedy School’s Belfer Center for Science and International Affairs, and a Distinguished Fellow at the University of Texas with both the Clements Center for National Security and the Strauss Center for International Security and Law. In assessing General Brooks’ skills and qualifications to serve on our Board, our directors considered General Brooks’ strong leadership skills, together with his deep knowledge of policy, strategy and geopolitical matters.

Verisk 2022 Proxy Statement  |  7

Item 1

Directors with terms continuing until 2024

LOGO   

Samuel G. Liss

Independent Director

Age 65

Committees: Finance and Investment (Chair); Audit; Executive

Samuel G. Lisshas served as one of our directors since 2005. Mr. Liss is the principal of WhiteGate Partners LLC, a financial services advisory firm, and an Adjunct Professor at both Columbia University Law School and New York University Stern Graduate School of Business. Previously, Mr. Liss served as Executive Vice President and Group Business Head at The Travelers Companies, overseeing corporate business development and one of three operating divisions —Financial, Professional Lines and International Insurance. Earlier in his career, Mr. Liss was a Managing Director in the Investment Banking and the Equities divisions at Credit Suisse, working with financial and business services companies. Mr. Liss began his career in the equities division at Salomon Brothers. Mr. Liss has served on the Board of Directors of Argo Group International Holdings, Ltd., a publicly-traded company, since February 2019. Mr. Liss formerly served on the Boards of DST Systems, Inc., Ironshore, Inc. and Nuveen Investments Inc. In assessing Mr. Liss’ skills and qualifications to serve on our Board, our directors considered his management and operational experience gained as a senior executive of a global insurance business, his expertise in investment banking and the capital markets, and his Board governance experience.

LOGO   

Bruce Hansen

Independent Director

Age 62

Committees: Audit (Chair); Compensation; Executive

Bruce Hansen has served as one of our directors since May 2015. From 2002 to 2012, Mr. Hansen served as Chairman and CEO of ID Analytics, a company he co-founded in 2002. Prior to that, Mr. Hansen served as President of HNC Software, Inc., a publicly traded company. Mr. Hansen has also held executive roles at CASA Inc., CitiGroup, ADP and JPMorgan Chase. Mr. Hansen currently serves on the Board of Directors of MITEK Systems Inc., a publicly traded company, as well as RevSpring, Inc. and GDS Link, LLC, each a privately held company. Mr. Hansen is also an active member of the National Association of Corporate Directors. In assessing Mr. Hansen’s skills and qualifications to serve on our Board, our directors considered his management and operations experience gained as a senior executive of multiple data analytics businesses, as well as his experience gained by his current and past service on other public company boards.Insurance Commissioners

 

LOGO   

Therese M. Vaughan

Independent Director

Age 65

Committees: Governance, Corporate Sustainability and Nominating (Chair); Compensation; Executive

Independent Director

Age: 67

Director since: 2013

Committees:

•  Governance, Corporate Sustainability and Nominating (Chair)

•  Audit

•  Executive



Therese M. Vaughan has served as one of our directors since February 2013. Dr.

Career Highlights

Therese M. Vaughan is currentlywas the Professional Director of the Emmett J. Vaughan Institute of Risk Management and Insurance at the University of Iowa.Iowa from 2021 to 2023. Dr. Vaughan previously served as Executive-in-Residence, Distinguished Professor, Interim Dean and Dean of the College of Business and Public Administration at Drake University. Dr. Vaughan is a leading expert in insurance regulation having served as Chief Executive Officer of the National Association of Insurance Commissioners from February 2009 to November 2012 and as Commissioner of the Iowa Insurance Division, directing all insurance business transacted in the State of Iowa, from August 1994 to December 2004.

Current Other Public Company Directorships

West Bancorporation (NASDAQ: WTBA), Hamilton Insurance Group, Ltd. (NYSE: HG)

Prior Other Public Company Directorships

American International Group (NYSE: AIG); Validus Holdings, Ltd. (NASDAQ: VR), Principal Financial Group, Inc. (NASDAQ: PFG), Endurance Specialty Holding Ltd. (NYSE: ENH)

Other Professional Experience and Community Involvement

Dr. Vaughan has served on the Boards of Directors of Wellmark Blue Cross and Blue Shield since 2013. She is an Associate of the Society of Actuaries (ASA), a Chartered Property Casualty Underwriter (CPCU), and an Associate of the Casualty Actuarial Society (ACAS). Dr. Vaughan has served on the Boards of Directors of Wellmark Blue Cross and Blue Shield since May 2013, West Bancorporation since April 2019 and American International Group since May 2019. Dr. Vaughan has previously served on the Board of Directors of Validus Holdings, Ltd., Principal Financial Group, Inc. and Endurance Specialty Holding Ltd.

Qualifications

In assessing Dr. Vaughan’s skills and qualifications to serve on our Board, our directors considered her deep knowledge of the insurance industry, its market dynamics and trends, and its regulatory environment gained from her experience with the National Association of Insurance Commissioners and as Commissioner of the Iowa Insurance Division.

LOGO   

Kathleen A. Hogenson

Our Board unanimously recommends a vote “FOR” the election of all eleven (11) nominees. Proxies solicited by our

Board will be voted “FOR” these nominees unless otherwise instructed.

12 | Verisk 2024 Proxy Statement

Corporate Governance

Corporate Governance Strengths

We are committed to good corporate governance, which promotes the long-term interests of our shareholders and strengthens our Board and management accountability. Highlights of our corporate governance practices include the following:

Corporate Governance Highlights

 

Independent Director

Age 61

Committees: Finance and Investment; Governance, Corporate Sustainability, and Nominating

Kathleen A. Hogenson has served
•Fully declassified Board as one of our directors since August 2016. Ms. Hogenson is an accomplished executive and entrepreneurthis 2024 Annual Meeting with more than 30 years of energy experience. Ms. Hogenson has served as the President and Chief Executive Officer of Zone Oil & Gas, LLC, a company providing advisory and valuation services in energy, since 2007. Ms. Hogenson served as President and Chief Executive Officer of Zone Energy, LLC, a company she founded in 2009 and sold in 2015. Previously, Ms. Hogenson was President of Santos USA Corporation and Vice President of exploration and production technologydirector nominees standing for Unocal Corporation. Ms. Hogenson currently serves on the Board of Directors of First Quantum Minerals Ltd., a Canadian-listed mining company. Ms. Hogenson served on the Board of Cimarex Energy Co., a NYSE-listed oil and gas company, until its merger with another company to become Coterra Energy, Inc. in October 2021. Mr. Hogenson has previously served on the Board of Directors of Petrofac Limited, Parallel Petroleum LLC and on the advisory Board of Samsung Oil & Gas USA Corporation. In assessing Ms. Hogenson’s skills and qualifications to serve on our Board, our directors considered her proven entrepreneurial track record and extensive commercial and strategic knowledge of the energy industry.

election for 1-year terms

Proxy access for qualifying shareholders to nominate directors

Majority voting in uncontested director elections

Separate roles of Independent Chair and CEO

100% independent members on the Audit; Finance and Investment; Governance, Corporate Sustainability and Nominating; Talent Management and Compensation; Risk; and Executive Committees

Board refreshment with six new directors (55% of the Board) appointed within the last two years

Mandatory director retirement age of 75

 

8  |  Verisk 2022 Proxy Statement

Corporate Governance

•Annual Say-on-Pay vote

 

Corporate Governance Strengths

We are committed to good corporate governance, which promotes the long-term interests of our shareholders and strengthens our Board and management accountability. Highlights of our corporate governance practices include the following:

Corporate Governance Highlights

Proxy access for qualifying shareholders to nominate directors

Majority voting in uncontested director elections

Lead independent director with the roles of Chairman and CEO separating following the 2022 Annual Meeting

100% independent members on the Audit, Compensation, Finance and Investment, and Governance, Corporate Sustainability and Nominating Committees

Seven new directors nominated over the last seven years

Annual Say-on-Pay vote

No Poison Pill

 

Robust stock ownership guidelines for directors and executive officers

 

Robust “clawback” policy
•Nasdaq-compliant non-discretionary executive compensation “clawback” policy

 

Policy of no hedging or pledging of Company securities

 

Annual Board and Committee Evaluations

 

Executive and Independent Director sessions after every Board and Committee Meeting

 

Periodic reviews of Committee Charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics

Actions Taken in 20212023 and 2024 to Strengthen Corporate Governance

Our Board, in coordination with our Governance, Corporate Sustainability and Nominating Committee, deliberates on and discusses the appropriate governance structure of our Company. During 2021,2023 and early 2024, the Governance, Corporate Sustainability and Nominating Committee reviewed and made recommendations to the Board, and the Board approved changes and updates to the following governance documentspractices and practicespolicies of the Company:

 

The formerly named Nominating and Corporate Governance Committee amended its committee charter to (i) add oversight of the Company’s environmental, social and corporate governance
 •

(“ESG”) public disclosures

In 2023, the Board, led by its Audit Committee, enhanced and shareholder engagement, (ii) evaluatestrengthened its risk oversight processes with management by adopting a risk dashboard and risk review calendar which required in-depth assessments of mission critical risk categories at various Committee meetings throughout the year. To better organize and delineate oversight of specific risk categories, the Board formed a new Risk Committee in early 2024 which, in coordination with the Audit Committee and other relevant Committees as appropriate, oversees risk assessment and risk management of the Company, reviews with management matters relating to the policies, practices and outcomes of the Company that relate to risk management, and oversees the Company’s key ESG risks and opportunities and (iii) assist the Board in overseeing the Company’s corporate sustainability program, and also changed its name to the Governance, Corporate Sustainability and Nominating Committee to reflect the importance of such ESG focus.

Enterprise Risk Management function.

 

•At the 2023 Annual Shareholders Meeting, the Board recommended, and shareholders overwhelmingly approved, the proposal to continue the Company’s practice of holding “say-on-pay” votes on executive compensation on an annual basis.
Amended the Audit Committee Charter to add audit oversight over the Company’s sustainability reports and carbon emission disclosures.

 

Verisk 2024 Proxy Statement | 13

Updated the

Corporate Governance Guidelines to encourage increased director participation in additional educational opportunities related to best practices in corporate governance, developments in technology and the industries in which the Company operates, and other subject matters relevant to their role as a director and their respective committee assignments.

Declassification Amendment Proposal

After a review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of investor views, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to amend the Company’s Certificate of Incorporation to provide for the annual election of directors. Based on the recommendation of the Governance, Corporate Sustainability and Nominating Committee, the Board has approved, and recommends that the Company’s shareholders approve and adopt, the Declassification Amendment. If approved and adopted by the Company’s shareholders, the Declassification Amendment would phase out the Company’s current classified board structure and provide for the annual election of all directors beginning with the class up for election at the 2022 Annual Meeting. See Item 2 – “Amendment to the Company’s Certificate of incorporation to Provide for the Annual Election of Directors” for additional details on the proposed amendment and votes required for approval.

Proxy Access

During 2018, our Governance, Corporate Sustainability and Nominating Committee proactively evaluated the desirability of adopting an amendment to our Amended and Restated By-Laws to provide for the ability of certain of our shareholders to nominate director nominees and have such shareholder-nominated director candidates be included in our proxy materials. Upon recommendation of the Governance, Corporate Sustainability and Nominating Committee, at its meeting in February 2019 the Board adopted a proxy access bylaw provision to be included in theThe Company’s Amended and Restated By-laws. As a result, the Company’s Amended and Restated By-Laws permit one or a group of up to 20 shareholders who, in the aggregate, own continuously for at least three years, shares of our companyCompany representing an aggregate

Verisk 2022 Proxy Statement  |  9

Corporate Governance

of at least 3% of the voting power entitled to vote in the election of directors, to nominate up to the greater of two members or 20% of our Board and have such nominations included in our proxy materials, provided that the shareholder(s) and nominee(s) meet the requirements in our By-Laws. Shareholders who wish to nominate directors for inclusion in next year’s Proxy Statement or directly at the 20232025 Annual Meeting should follow the instructions set forth in the section titled “Shareholder Proposals”Proposals and Nominations” in this Proxy Statement.

Committee Leadership and Membership Refreshment

Our Board believes it is important that Board Committee leadership roles and Committee membership be filled by directors with appropriate skills and experience, and that succession planning is necessary in order to ensure continuity of Board leadership. The Independent Lead DirectorBoard Chair and Committee Chairs are appointed for one-year terms. On an annual basis, the Governance, Corporate Sustainability and Nominating Committee reviews the selection of the Independent Lead DirectorBoard Chair, the Chairs of each Committee and the Chairsmembership of each Committee to evaluate the utility of any changes for the coming year. During 2021,2023, based on the recommendations of the Governance, Corporate Sustainability and Nominating Committee, the Board reappointed Scott G. Stephensonappointed Bruce Hansen as Chair of the Executive Committee, Bruce HansenKathleen A. Hogenson as Chair of the Audit Committee, Annell R. BayJeffrey Dailey as Chair of the Talent Management and Compensation Committee Samuel G. Liss(succeeding Annell R. Bay upon her retirement from the Board), Olumide Soroye as Chair of the Finance and Investment Committee (succeeding Christopher M. Foskett upon his retirement from the Board), and Therese M. Vaughan as Chair of the Governance, Corporate Sustainability and Nominating Committee, each for an additional one-year term. The Board also reappointed Christopher M. Foskett as Lead Independent Director, whose term will expire upon terms. In early 2024, based on the 2022 Annual Meeting upon the appointmentrecommendations of the IndependentGovernance, Corporate Sustainability and Nominating Committee, the Board appointed Kimberly S. Stevenson as Chair of the Board as described below.newly formed Risk Committee.

Leadership Structure and Separate Chair of the Board and CEO; Independent Chair

On February 18, 2022 we announced thatUpon the retirement of Scott G. Stephenson, our currentformer Chairman, President and CEO, will retire from all roles effective followingin May 2022, the 2022 Annual Meeting and will not stand for re-election as a director. The roles of Chair of the Board and CEO will be separated followingwere separated. In May 2022, the Board appointed Bruce Hansen as Independent Board Chair serving a one-year term and as of the 2022 Annual Meeting. At that time,Meeting, Lee M. Shavel will become thewas promoted to CEO and elected as a director. In 2023 the Board will appoint anre-appointed Bruce Hansen as Independent Board Chair to serve a serving another one-year term.

By separating the Chair of the Board and CEO roles, we believe such leadership structure promotes a more robust corporate governance programwill allow the CEO to focus on executive leadership and aligns our Company with an increasing numberthe operational, financial, performance and strategic matters crucial to the business and the Independent Board Chair to focus on leading the Board in its effective independent monitoring and oversight of leading public companies.management.

Director Independence

Currently, our Board of Directors has eleven directors with one vacancy.directors. Under our bylaws, our Board may consist of between seven and fifteen directors, as the Board may determine. Ten of our current eleven directors are “independent” as determined by the Board, consistent with the Nasdaq listing rules: Annell R. Bay, Vincent K. Brooks, Christopher M. Foskett,Jeffrey Dailey, Bruce Hansen, Gregory Hendrick, Kathleen A. Hogenson, Constantine P. Iordanou, Laura K. Ipsen,Wendy Lane, Samuel G. Liss, Olumide Soroye, Kimberly S. Stevenson, and Therese M. Vaughan, and David B. Wright. Scott G. Stephenson,Vaughan. Lee M. Shavel, our current Chair of the BoardPresident and Chief Executive Officer,CEO, who is also serving as a director, is not considered independent. The Board has determined that each of Jeffrey Dailey, Wendy Lane and Kimberly Stevenson, director nominees for election at the 2022 Annual Meeting, will be considered an independent director if elected. Lee M. Shavel, incoming CEO following the 2022 Annual Meeting and director nominee for election at the 2022 Annual Meeting, will not be considered an independent director if elected.

 

 

1014 | Verisk 20222024 Proxy Statement

Corporate Governance

 

Board Meetings and Director Attendance

Our bylaws provide that the Board of Directors may designate one or more committees. We currently haveIn 2023, we had five committees: Executive Committee, Audit Committee, Talent Management and Compensation Committee, Finance and Investment Committee, and Governance, Corporate Sustainability and Nominating Committee. In February 2024, the Board formed and convened the first meeting of the Risk Committee. Our Board met 14four times in 2021.2023. In 2021,2023, all directors attended at least 75% of the meetings of the Board and of the committees on which the directors served that were held while such directors were members.

 

Member

 

Executive     

Committee     

 

Audit     

Committee     

 

Compensation     

Committee     

 

 

Finance     

and     

Investment     
Committee     

 

 

Governance,     
Corporate     
Sustainability and      
Nominating     
Committee     

 

 

Annell R. Bay

 

✓     

 

CHAIR     

 

✓     

 

Vincent K. Brooks

✓     

 

✓     

 

 

Christopher M. Foskett

 

✓     

 

✓     

 

Bruce Hansen

 

✓     

 

 

CHAIR     

 

✓     

 

Kathleen A. Hogenson

 

✓     

 

✓     

 

Constantine P. Iordanou

 

✓     

 

✓     

 

Laura K. Ipsen

 

✓     

✓     

 

 

Samuel G. Liss

 

✓     

 

✓     

 

CHAIR     

 

Scott G. Stephenson

 

CHAIR     

 

Therese M. Vaughan

 

✓     

 

✓     

 

CHAIR     

 

David B. Wright

 

✓     

 

✓     

        

 

Meetings in 2021

 

0     

 

8     

 

7     

 

4     

 

6     

Member

 

  Executive  

Committee  

 

  Audit  

Committee  

 

  Talent  

Management  

and  
Compensation  

Committee  

 

  Finance  

and  

Investment  

Committee  

 

  Governance,  

Corporate  

Sustainability and  

Nominating  

Committee  

 

  Risk  

Committee  

 

 

Vincent K. Brooks

        

 

✓  

     

 

✓  

  

 

✓  

 

Jeffrey Dailey

  

 

✓  

     

 

CHAIR  

  

 

✓  

      

 

Bruce Hansen

  

 

CHAIR  

               

 

Kathleen A. Hogenson

  

 

✓  

  

 

CHAIR  

        

 

✓  

  

 

✓  

 

Wendy Lane

        

 

✓  

  

 

✓  

      

 

Samuel G. Liss

     

 

✓  

     

 

✓  

      

 

Lee M. Shavel

                  

 

Olumide Soroye

  

 

✓  

  

 

✓  

     

 

CHAIR  

     

 

✓  

 

Kimberly S. Stevenson

  

 

✓  

     

 

✓  

     

 

✓  

  

 

CHAIR  

 

Therese M. Vaughan

  

 

✓  

  

 

✓  

        

 

CHAIR  

   
              

 

Meetings in 2023

  

 

—  

  

 

7  

  

 

6  

  

 

4  

  

 

5  

  

 

—  

Executive Committee

 

The Executive Committee currently consists of Scott G. Stephenson (Chair), Christopher M. Foskett (Lead      Director), Annell R. Bay, Bruce Hansen, Samuel G. Liss, and Therese M. Vaughan. The Executive Committee exercises all the power and authority of the Board of Directors (except those powers and authorities that are reserved to the full Board of Directors under Delaware law) between regularly scheduled Board of Directors meetings. The Executive Committee also makes recommendations to the full Board of Directors on various matters. The Executive Committee meets as necessary upon the call of the Chairman of the Board. The Executive Committee did not meet in 2021
LOGOLOGOLOGOLOGOLOGOLOGO

Bruce Hansen

(Chair)

Jeffrey

Dailey

Kathleen A.

Hogenson

Olumide

Soroye

Kimberly S.

Stevenson

Therese M.

Vaughan

The Executive Committee did not meet in 2023 as all relevant matters were handled at meetings of the full Board of Directors.

* Membership to consist of the Independent Board Chair and the Chairs of each other standing Committee.

Key Responsibilities

The Audit Committee currently consists of Bruce Hansen (Chair), Vincent Brooks (appointed in February 2022) Laura K. Ipsen, Samuel G. Liss, and David B. Wright, all of whom the Board has determined are “independent” as defined under Nasdaq listing rules. Each member of our Audit Committee is financially literate, as such term is interpreted by our Board. In addition, each member of the Audit Committee meets the qualifications of an “audit committee financial expert” in accordance with SEC rules, as determined by our Board. The Audit Committee reviews the internal accounting and financial controls for the Company and the accounting principles and auditing practices and procedures to be employed in preparation and review of the financial statements of the Company. The Audit Committee also provides assistance to our Board of Directors in fulfilling its responsibilities with respect to our compliance with legal

•

Exercises all the power and authority of the Board of Directors (except those powers and authorities that are reserved to the full Board of Directors under Delaware law) between regularly scheduled Board of Directors meetings

and regulatory requirements. In addition, the Audit Committee makes recommendations to the Board of Directors concerning the engagement of the independent accounting firm and the scope of the audit to be undertaken by such auditors. The Audit Committee met eight times in 2021.

•

Makes recommendations to the full Board of Directors on various matters

The Compensation Committee currently consists of Annell R. Bay (Chair), Bruce Hansen, Constantine P. Iordanou, Therese M. Vaughan, and David B. Wright, all of whom the Board has determined are “independent” as defined under Nasdaq listing rules and qualify as “non-employee directors” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee reviews and, as it deems appropriate, recommends to the Board of Directors, policies, practices and procedures relating to the compensation of the CEO and of each of the Company’s other executive officers and non-employee directors and the establishment and administration of employee benefit plans. The Compensation Committee’s responsibilities with respect to director and officer compensation are described in more detail in the “Compensation Governance” section herein. The Compensation Committee also exercises all authority under the Company’s employee equity incentive plans and advises and consults with the officers of the Company as may be requested regarding managerial personnel policies. The Compensation Committee may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems it appropriate and in the best interests of the Company. The Compensation Committee met seven times in 2021.

•

Meets as necessary upon the call of the Independent Board Chair as circumstances dictate if the full Board can not be convened

 

Verisk 20222024 Proxy Statement | 1115

Corporate Governance

 

Audit Committee

LOGOLOGOLOGOLOGO

Kathleen A. Hogenson

(Chair)

Samuel G.

Liss

Olumide

Soroye

Therese M.

Vaughan

Meetings in 2023: 7

*The Board has determined each member is “independent” as defined under Nasdaq listing rules; financially literate as such term is interpreted by our Board; and meets the qualifications of an “audit committee financial expert” in accordance with SEC rules.

Key Responsibilities

•

Reviews the internal accounting and financial controls for the Company and the accounting principles and auditing practices and procedures to be employed in preparation and review of the financial statements of the Company

•

Assists the Board in its oversight of:

the integrity of the Company’s financial statements and internal controls

the qualifications, independence, and performance of the Company’s independent auditor

the performance of the Company’s internal audit function

the Company’s risk management and risk assessment framework and coordinates with the Board’s other Committees and delegates responsibility as appropriate

•

Makes recommendations to the Board of Directors concerning the engagement of the independent accounting firm and the scope of the audit to be undertaken

•

Prepares the Audit Committee report that the SEC rules require to be included in the Company’s annual proxy statement

16 | Verisk 2024 Proxy Statement

Corporate Governance

Talent Management and Compensation Committee

LOGOLOGOLOGOLOGO

Jeffrey Dailey

(Chair)

Vincent K.

Brooks

Wendy Lane

Kimberly S.

Stevenson

Meetings in 2023: 6

*The Board has determined all members are “independent” as defined under Nasdaq listing rules and qualify as “non-employee directors” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Key Responsibilities

•

Reviews and, as it deems appropriate, recommends to the Board of Directors, policies, practices and procedures relating to the compensation of the CEO and of each of the Company’s other executive officers and non-employee directors

•

Reviews and, as it deems appropriate, recommends to the Board of Directors, the magnitude and structure of compensation for the Company’s non-employee directors as it deems in the best interests of the Company

•

Reviews the Company’s management succession planning, including policies and development plans for CEO succession

•

Reviews and provides guidance on the Company’s human capital and talent management programs and strategies

•

Prepares the Talent Management and Compensation Committee Report that SEC rules require to be included in the Company’s annual proxy statement, and reviews and discusses the Company’s Compensation Discussion and Analysis (“CD&A”) with management for inclusion within the Company’s annual proxy statement

Verisk 2024 Proxy Statement | 17

Corporate Governance

Finance and Investment Committee currently consists of Samuel G. Liss (Chair), Christopher M. Foskett, Kathleen A. Hogenson, and Laura K. Ipsen.

The Finance and Investment Committee meets as necessary to establish, monitor and evaluate the Company’s investment policies, practices and advisors and to advise management and the Board of Directors on the Company’s operation and financial strategies, including capital structure, capital market transactions, financing transactions, strategic investments, acquisitions, divestitures and other opportunities. The Finance and Investment Committee met four times in 2021.

LOGOLOGOLOGOLOGO

Olumide

Soroye (Chair)

Jeffrey

Dailey

Wendy Lane

Samuel G.

Liss

Meetings in 2023: 4

*The Board has determined all members are “independent” as defined under Nasdaq listing rules.

Key Responsibilities

The

•

Establishes, monitors and evaluates the Company’s investment policies, practices and third-party financial advisors

•

Advises management and the Board of Directors on the Company’s financial strategies, including capital structure, capital market transactions, financing transactions, strategic investments, acquisitions, divestitures and other financial matters and opportunities

Governance, Corporate Sustainability and Nominating Committee currently consists of Therese M. Vaughan (Chair), Annell R. Bay, Vincent K. Brooks, Kathleen A. Hogenson, and Constantine P. Iordanou, all of whom the Board has determined are “independent” as defined under Nasdaq listing rules.

LOGOLOGOLOGOLOGO

Therese M.

Vaughan (Chair)

Vincent K.

Brooks

Kathleen A.

Hogenson

Kimberly S.

Stevenson

Meetings in 2023: 5

*The Board has determined all members are “independent” as defined under Nasdaq listing rules.

Key Responsibilities

•

Reviews and evaluates the size, composition, function and duties of the Board consistent with its needs

•

Recommends criteria for the selection of candidates to the Board and identifies individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by shareholders

•

Recommends to the Board director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings

•

Establishes standards of independence and makes recommendations to the Board as to determinations of director independence

•

Oversees the Board’s annual self-evaluation process

•

Develops and recommends to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and oversees compliance with such policies

•

Recommends to the Board whether to accept or reject a tendered resignation, or take other action, in circumstances where a director fails to receive a majority vote in circumstances set forth in the Company’s Bylaws and Corporate Governance Guidelines

•

Assists the Board in overseeing the Company’s corporate sustainability program and evaluates the Company’s key Environmental, Social and Governance (ESG) risks and opportunities

18 | Verisk 2024 Proxy Statement

Corporate Governance Corporate Sustainability and Nominating

Risk Committee reviews and, as it deems appropriate, recommends to the Board of Directors policies and procedures relating to corporate governance policies, ESG oversight, and director and committee nominations, including consideration of shareholder nominees. The Governance, Corporate Sustainability and Nominating Committee met six times in 2021.

LOGOLOGOLOGOLOGO

Kimberly S.

Stevenson (Chair)

Vincent K.

Brooks

Kathleen A.

Hogenson

Olumide

Soroye

Formed and convened its first meeting in February 2024

*The Board has determined all members are “independent” as defined under Nasdaq listing rules.

Key Responsibilities

•

Oversees risk assessment and risk management of the Company in coordination with the Audit Committee and other relevant Committees as appropriate

•

Reviews with management matters relating to the policies, practices and outcomes of the Company that relate to risk management, including but not limited to the policies, procedures and strategic approach to cyber, technology, information security, privacy, data usage and protection, compliance with legal, governmental and regulatory requirements, competition and such other risks that the Board may determine from time to time

•

Oversees the Company’s Enterprise Risk Management function and focuses on strategic, operational and enterprise risks facing the Company

Written Committee Charters

Our Board has adopted a written charter for each of the Audit Committee, Talent Management and Compensation Committee, Executive Committee, Finance and Investment Committee, and Governance, Corporate Sustainability and Nominating Committee, and Risk Committee setting forth the roles and responsibilities of eachsuch committee, each of which is available on our website at the “Governance – Governance Documents” link under the “Investors” link at www.verisk.com.

Director Attendance at Annual Meetings

Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to attend annual meetings of shareholders. All of our directors attended the 20212023 Annual Meeting of Shareholders (the “2021“2023 Annual Meeting”).

Independent Executive Sessions

The Company’s Corporate Governance Guidelines provide that non-employee directors may meet in executive sessions and the Independent Lead DirectorBoard Chair will preside over these executive sessions. If any non-employee directors are not independent, then the

independent directors will meet in executive sessions and the Independent Lead DirectorBoard Chair will preside over these executive sessions. In 2021,2023, after every Board and committee meeting an executive session consisting of independent directors was convened.

Communications with Directors

Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, the Independent Lead Director (and after the 2022 Annual Meeting, the Independent Chair),Board Chair, any individual director or any group or committee of directors (including the independent directors as a group), correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to the attention of Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310. Items that are unrelated to a director’s duties and responsibilities as a Board member, such as junk mail, may be excluded by the Corporate Secretary. Any communication to report potential issues regarding accounting, internal controls and other auditing matters should be marked “Personal and Confidential” and sent to Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310, Attention: Chair of the Audit Committee of Verisk Analytics, Inc. (or the designated director(s)), in care of

Verisk 2024 Proxy Statement | 19

Corporate Governance

Corporate Secretary. Our Policy for Reporting Concerns Related to Accounting, Auditing and Ethical Violations (Whistleblower Policy) is available on our website at the “Governance — Governance Documents” link under the “Investors” link at www.verisk.com.

Mandatory Retirement

No current director or nominee has reached the Company’s mandatory retirement age of 75 for directors under our Corporate Governance Guidelines.

Compensation Governance

The Talent Management and Compensation Committee will consist of at least three members, all of whom must be independent directors meeting the independence requirements of the Nasdaq listing rules. The Talent Management and Compensation Committee currently consists of fivefour members, each of whom the Board has determined qualifies as a “non-employee director” within the meaning of Section 16b-3 under the Exchange Act. The Compensation Committee has the responsibility and authority to approve performance-based compensation for the Company’s executive officers.

The Talent Management and Compensation Committee is responsible for determining, or recommending to the Board for determination, annually all compensation, including performance-based compensation, awarded to the Company’s executive officers, including the CEO and the other executive officers named in the “Summary Compensation Table” herein (“named executive officers” or “NEOs”). In addition, the Talent Management and Compensation Committee administers the Company’s equity incentive plans, including reviewing and approving equity grants to executive officers and non-employee directors. Information on the Talent Management and Compensation Committee’s processes, procedures and analysis of NEO compensation for fiscal 20212023 is addressed in the “Compensation Discussion and Analysis” section herein.

12  |  Verisk 2022 Proxy Statement

Corporate Governance

The Talent Management and Compensation Committee actively engages in its duties and follows procedures intended to ensure excellence in compensation governance, including those described below:

 

Identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation.

 

Evaluating each executive officer’s performance in light of such goals and objectives and setting each executive officer’s compensation based on such evaluation and such other factors as the Talent Management and Compensation Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

 

Determining any long-term incentive component of each executive officer’s compensation.

 

Annually reviewing and approving the magnitude and structure of compensation (including cash and equity-based compensation) for the Company’s non-executive directors as the Compensation Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).
•Annually reviewing and approving the magnitude and structure of compensation (including cash and equity-based compensation) for the Company’s non-employee directors as the Talent Management and Compensation Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

 

Annually reviewing the Company’s management succession planning, including policies for CEO and other executive officer selection and succession in the event of the incapacitation, retirement or removal of the CEO and other executive officers, and evaluations of, and development plans for, any successors to the CEO.CEO and other executive officers.

Additional information about our executive compensation plans and arrangements and their administration is described in the “Compensation Discussion and Analysis” section herein and the accompanying executive compensation tables. The Talent Management and Compensation Committee may delegate the administration of these plans as appropriate, including to one or more officers of the Company, to subcommittees of the Board or to the ChairpersonChair of the Talent Management and Compensation Committee when it deems it appropriate and in the best interests of the Company.

The Talent Management and Compensation Committee has the sole authority to retain and terminate any advisor, including any compensation consultant assisting the Talent Management and Compensation Committee in the evaluation of CEO or other executive officer compensation, including authority to approve all such fees and other retention terms. As further described in the “Compensation Discussion and Analysis” section herein, during 2021,2023, the Talent Management and Compensation Committee retained an independent compensation consultant. In developing its views on compensation matters and determining the compensation awarded to our NEOs, the Talent Management and Compensation Committee also obtains input from the Company’s Human Resources department, which collects information and prepares materials for the Talent Management and Compensation Committee’s use in compensation decisions.

Criteria for Board Candidates, Including Board Diversity

The Board seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, enhance the Board’s effectiveness and result in the Board having a broad range of skills, expertise and industry knowl-

knowledge20 | Verisk 2024 Proxy Statement

Corporate Governance

edge relevant to the Company’s business. In addition, the Governance, Corporate Sustainability and Nominating Committee and the Board include diversity of viewpoints, background, experience and other demographics among the criteria they consider in connection with selecting candidates for the Board. Two of the many factors the Board and the Governance, Corporate Sustainability and Nominating Committee carefully consider in the selection of new directors are the importance to the Company of race/ethnicity and gender diversity in board composition. Since 2016, inIn conducting its search for new directors, the Board has utilized a process that requires the final pool of candidates to include potential directors who would increase the Board’s diversity with respect to race/ethnicity/national origin and/or gender. Furthermore, pursuant to the Statement on Racial Equity and Diversity adopted by the Board on July 6, 2020, the Board has committed to increasing the diversity of the Board with purpose and pace. As a result of these initiatives, of the fourten most recent directors added to the Board since 2016, threefive are women and one istwo are African American/American or Black. For the three new independent Board candidates we identified and have nominated to stand for election as directors at the 2022 Annual Meeting, Ms. Lane was recommended by a shareholder and Mr. Dailey and Ms.  Stevenson were identified by third-party search firms.

Shareholder Recommendations for Board Candidates

The Governance, Corporate Sustainability and Nominating Committee will consider any director candidates recommended by shareholders who submit a written request to the Corporate Secretary of the Company. The candidates should meet the director qualification criteria. The Governance, Corporate Sustainability and Nominating Committee evaluates all director candidates and nominees in the same manner regardless of the source.

Shareholders may make recommendations at any time by writing to the Governance, Corporate Sustainability and Nominating Committee, c/o Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686. Nominations for the 20232025 Annual Meeting must be received pursuant to the deadlines set forth in the Company bylaws as discussed under “Shareholder Proposals.Proposals and Nominations.”

Board Role in Risk Oversight

The Board of Directors oversees the Company’s enterprise-wide approach to the major risks facing the Company and, in 2023 with the assistance of the Audit, CompensationAudit; Talent Management and Compensation; Governance, Corporate Sustainability and NominatingNominating; and Finance and Investment Committees,

Verisk 2022 Proxy Statement  |  13

Corporate Governance

and as of February 2024, the newly formed Risk Committee, oversees the Company’s policies for assessing and managing its exposure to risk.risk and coordinates risk oversight coverage among all Committees to ensure complete coverage.

Board. The Company’s Enterprise Risk Management Group and Compliance Group conduct annual risk assessments, the results of which are reported to the full Board. The risk

assessment process seeks to identify and segregate risks based on their nature and/or potential significance. In conducting its risk assessment process for the Board, the Company uses the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Board reviews the prioritization of mission critical risks such as technology and cyber risk, compliance risk, and others, and the Company’s mitigation actions related to those risks.

Audit Committee. The Audit Committee reviews financial and reporting risk with management and the auditors. The Company’s Internal Audit department also uses the COSOCommittee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework in assessing risk and reviews the results of the Enterprise Risk Group’sManagement team’s and the Compliance Group’steam’s risk assessments in establishing the annual Internal Audit Plan. The Internal Audit Plan is reviewed and approved by the Audit Committee. The Chief Internal Auditor reports both to the Chair of the Audit Committee and to the General Counsel.Chief Legal Officer. The Audit Committee reviews and discusses with the Chief Internal Auditor the Company’s internal system of audit and financial controls, enterprise risk information, and the periodic report of audit activities. Finally, on a quarterly basis, management reviews its progress on the testing and mitigation of any identified risks with the Audit Committee.

Governance, Corporate Sustainability and Nominating Committee. The Governance, Corporate Sustainability and Nominating Committee evaluates the Company’s key ESG risks and opportunities, and reports on them to the Board periodically.

Talent Management and Compensation Committee. The Talent Management and Compensation Committee considers risk in establishing and evaluating compensation policies.policies and human capital and talent management programs and strategies. For a more detailed discussion, please see the “Risk Assessment Regarding Compensation Policies and Practices” section herein.

Finance and Investment Committee. The Finance and Investment Committee reviews with management and approves and monitors any investment strategy that may be established by the Company from time to time including risks and risk mitigations thereof.

Risk Committee. As of February 2024, the Board established and convened the first meeting of the Risk Committee, which in coordination with other relevant Committees as appropriate, oversees risk assessment and risk management, including but not limited to the policies, procedures and strategic approach to cyber, technology, information security, privacy, data usage and protection, compliance with legal, governmental and regulatory requirements, competition and such other risks that the Board may determine from time to time.

The Board’s role in risk oversight has not had any effect on the Board’s leadership structure.

Verisk 2024 Proxy Statement | 21

Corporate Governance

Board Evaluations

Our Board is committed to continuous improvement and recognizes the fundamental role a robust Board and Committee evaluation process plays in ensuring that our Board maintains an optimal composition and is functioning effectively.

Board Self-Evaluations.The Governance, Corporate Sustainability and Nominating Committee conducts an annual self-evaluation of our Board’s effectiveness in order to identify opportunities where an enhancement or change in practices may lead to further improvement. In our Board self-evaluation process, all directors provide responses to a written questionnaire, and the Chair of the Governance, Corporate Sustainability and Nominating Committee along with the Independent Lead Director interviews all directors on the following Board effectiveness topics:

Board Effectiveness Topics evaluated in 2021

1

EVALUATION

Board Self-Evaluations

The Governance, Corporate Sustainability and Nominating Committee conducts an annual self-evaluation of our Board’s effectiveness in order to identify opportunities where an enhancement or change in practices may lead to further improvement. In our Board self-evaluation process, all directors provide responses to a written questionnaire, and the Chair of the Governance, Corporate Sustainability and Nominating Committee along with the Independent Board Chair interviews all directors on the following Board effectiveness topics:

Board Effectiveness Topics evaluated in 2023

•  Board Composition, Structure and Size

•  Meeting Dynamics

•  Leadership and Individual Contributions

•  Access to Information

•  Interaction with Management

•  Strategic Planning and Goal Setting

•  Fostering Innovation

•  Operational Matters

•  Financial Matters

•  Risk Oversight

•  ESG Oversight

•  Governance

•  Ethics, Compliance and Culture

Committee Self-Evaluations

Each Committee of the Board (other than the Executive Committee) annually evaluates its performance as a Committee. The evaluation process is similar to that of the Board and is also facilitated by the Chair of the Governance, Corporate Sustainability and Nominating Committee along with the Independent Board Chair. Each Committee’s evaluation is focused on the Committee’s effectiveness in performing its key functions. The outcome of each Committee’s self-evaluation is reported to the respective Committee, the Governance, Corporate Sustainability and Nominating Committee and the full Board. The Chair of each Committee or the Governance, Corporate Sustainability and Nominating Committee may make recommendations for improvement to the Board.

q

2

DISCUSSION

Results

The results of the directors’ interviews and the responses provided are analyzed and presented to the full Board in a report that includes both current strengths and opportunities for future enhancements in Board effectiveness.

q

3

FOLLOW UP AND FEED BACK

The Governance, Corporate Sustainability and Nominating Committee uses the results of the evaluation in determining the characteristics and skills required of prospective candidates for election to the Board, and makes recommendations to the Board with respect to assignments of Board members to various Board Committees. The Governance, Corporate Sustainability and Nominating Committee also tracks and reports to the Board throughout the year on the implementation of any process or substantive enhancements identified during the prior year’s evaluation process.
q

 

Board Composition, Structure and Size

Meeting Dynamics

Leadership and Individual Contributions

Access to Information

Interaction with Management

Strategic Planning and Goal Setting

Fostering Innovation

Operational Matters

Financial Matters

Risk Oversight

ESG Oversight

Governance

The results of the directors’ interviews and the responses provided are analyzed and presented to the full Board in a report that includes both strengths in Board effectiveness and opportunities for enhancing Board effectiveness. The Governance, Corporate Sustainability and Nominating Committee uses the results of the evaluation in determining the characteristics and skills required of prospective candidates for election to the Board. It also uses these results to make recommendations to the Board with respect to assignments of Board members to various Board Committees.

Committee Self-Evaluations.Each Committee of the Board (other than the Executive Committee) annually evaluates its performance as a Committee. The evaluation process is similar to that of the Board and is also facilitated by the Chair of the Governance, Corporate Sustainability and Nominating Committee along with the Independent Lead Director. Each Committee’s evaluation is focused on the Committee’s effectiveness in performing its key functions. The outcome of each Committee’s self-evaluation is reported to the respective Committee, the Governance, Corporate Sustainability and Nominating Committee and the full Board. The Chair of each Committee or the Governance, Corporate Sustainability and Nominating Committee may make recommendations for improvement to the Board.

Succession Planning

Our Board recognizes that one of its most critical responsibilities is to guarantee excellence and stability in our Company’s senior leadership. As a result, our Board is actively engaged in talent management. Our Board oversees the development of executive talent and plans for the

14  |  Verisk 2022 Proxy Statement

Corporate Governance

succession of our Board, our Committee Chairs, our ChairpersonIndependent Board Chair and Chief Executive Officer and other senior members of executive management.

Board Succession Planning.

The Governance, Corporate Sustainability and Nominating Committee considers the critical needs of the Company regularly, taking into account the results of the annual Board and Committee evaluations and other relevant data to assess Board skills and the leadership capabilities of existing directors, including to evaluate the appropriateness of new or different Committee service for our directors and to identify sitting directors who are ready to fill the role of Chair of each of our Committees should one of those directors vacate his or her position unexpectedly or upon retirement.

22 | Verisk 2024 Proxy Statement

Corporate Governance

Chief Executive Officer Succession Planning.

Our Board is responsible for the selection of our CEO. Our Board regularly reviews leadership development initiatives and identifies and periodically updates the skills, experience and attributes that they believe are required to be an effective CEO in light of the Company’s business strategy, prospects and challenges. During 2021, asAs part of its regular succession planning review process, the Board had requested and received from Mr. Stephensonreviews a detailed report from Mr. Shavel on recommendations for short- andshort-and long-term succession plans for the CEO position, including in the event of unanticipated vacancy, and engaged with various external advisors regarding leadership development and assessment and search firms to identify internal and external candidates. This review process ultimately resulted in the Board’s appointment in 2022 of Mr. Shavel to succeed Mr. Stephenson as our CEO following the 2022 Annual Meeting.vacancy.

Corporate Governance Documents

Verisk maintains a corporate governance website at the “Governance — Governance Documents” link under the “Investors” link at www.verisk.com.

Our Corporate Governance Guidelines (including our director independence standards); Code of Business Conduct and Ethics; and Audit, Talent Management and Compensation,

Executive, Finance and Investment, and Governance, Corporate Sustainability and Nominating, and Risk Committee charters are available on our website at the “Governance — Governance—Governance Documents” link under the “Investors” link at www.verisk.com and are available to any shareholder who requests them by writing to Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, New Jersey 07310, Attention: Corporate Secretary. The materials on our website are not part of, or incorporated by reference in, this Proxy Statement.

Our Code of Business Conduct and Ethics applies to our directors, executive officers and employees. If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Business Conduct and Ethics for our chief executive officer (CEO), chief financial officer (CFO), principal accounting officer or controller or persons performing similar functions, we will satisfy the applicable SEC disclosure requirement by disclosing within four business days the nature of the amendment or waiver on our website at the “Governance —Governance Documents” link under the “Investors” link at www.verisk.com.

 

 

Verisk 20222024 Proxy Statement | 1523

Directors’ Compensation and Benefits

 

Under the terms of the Company’s Director Compensation Plan approved by the Talent Management and Compensation Committee, each of the Company’s non-employee directors receives annual compensation in the form of (i) an annual retainer, and (ii) an annual equity grant.

Annual Retainer. In 20212023 each non-employee director received an annual base retainer fee of $105,000 for membership on the Board of Directors. The chairpersons of the Audit Committee and Talent Management Compensation Committee each received an additional $20,000 annual retainer fee, while each non-employee director who chairs any other committee received an additional $15,000 retainer fee. In 2021, Christopher M. Foskett,2023, Bruce Hansen, who served as Independent Lead Director,Chair, received an additional $50,000$150,000 annual retainer fee.

Each non-employee director may elect to receive the annual retainer in the form of (i) cash, (ii) deferred cash, (iii) shares of Common Stock, (iv) deferred shares of Common Stock, (v) options to purchase Common Stock (not to exceed 25% of the total value of the retainer amounts) or (vi)(v) a combination of the foregoing. Any options taken as a portion ofRetainer amounts (to the extent not deferred) shall be payable quarterly in arrears from the annual retainer are exercisable for a periodshareholders meeting date at which such director is elected and any issued Common Stock, to the extent elected, shall vest immediately. Deferred cash or shares of ten yearsCommon Stock, if elected, shall be payable or issuable upon such director’s separation from the date of grant (subject to earlier termination if the individual ceases to be a director of the Company), vest immediately, and have an exercise price equal to the fair market value of the Common Stock on the date of grant.Board.

Equity Grants. In 2021,2023, each non-employee director received an annual equity award having a value of $185,000$210,000 as of the

grant date pursuant to the Director Compensation Plan. Twenty-fiveOne hundred percent (25%(100%) of the value of the annual equity award was awarded, at the election of the director, in the form of options to purchase

Common Stock based on the Black-Scholes value on the date of grant and seventy-five percent (75%) of the value of the annual equity award was awarded in the form ofeither (i) deferred stock units based(based on the value of a share of Common Stock on the date of grant. Bothgrant) that vest and settle upon the option and deferred stock unit awards shall vest in equal monthly installments over a period of 12 months. The options are exercisable for a period of ten years from the date of grant (subject to earlier termination if the individual ceases to be a director of the Company), and have an exercise price equal to the fair market value of the Common Stock on the date of grant. Shares of Common Stock in respect of deferred stock units will be distributed to the directors upon retirement or otherdirector’s separation from the Board, or (ii) restricted stock units (“RSUs”) that fully vest and settle upon the earlier of Directors.(a) the following year’s annual shareholders meeting date, or (b) the one-year anniversary of the grant date.

Any retainer amount payable or equity award granted to a director newly appointed or elected to the Board or with respect to any committee chair assignments on a date other than July 1 (thethe annual scheduled payment and grantshareholders meeting date for all directors) will be pro-rated to reflect the remaining portion of the compensation year in which such new director is appointed or elected.elected or new committee chair is assigned.

Director Compensation Limit. Under the terms of the 2021 Equity Incentive Plan, which was approved by our shareholders at the 2021 Annual Meeting, the aggregate grant date fair value of awards granted under the plan to non-employee directors during any single calendar year, plus the total cash compensation paid to such director for services rendered for such calendar year, may not exceed $750,000.

Scott G. Stephenson,Lee M. Shavel, a director and our Chairmancurrent President and Chief Executive Officer, has not received additional compensation for his service on the Board of Directors.

 

 

The table below shows compensation paid to or earned by the directors during 2021.2023 and reflects the change made as of May 2023 to pay the annual retainer amounts quarterly in arrears from the annual shareholders meeting date at which such director is elected. As noted above, directors may elect to receive compensation in various forms other than cash.

20212023 DIRECTOR COMPENSATION

 

 
Name  

Fees Earned

or Paid in

Cash ($)

   

Stock

Awards

($)(1)(2)

   

Option

Awards

($)(1)(3)

   

Total

($)

   

Fees Earned

or Paid in

Cash ($)

   

Stock

Awards

($)(1)(2)

   

Option

Awards

($)(1)(3)

   

Total

($)

 

Annell R. Bay

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

232,492

 

 

 

  

 

 

 

 

 

77,518

 

 

 

  

 

 

 

 

 

310,010

 

 

 

 

Vincent K. Brooks

  

 

 

 

 

 

105,000

 

 

 

  

 

 

 

 

 

138,788

 

 

 

  

 

 

 

 

 

46,227

 

 

 

  

 

 

 

 

 

290,015

 

 

 

   65,202    209,917    —    275,119 

Christopher M. Foskett

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

293,788

 

 

 

  

 

 

 

 

 

46,227

 

 

 

  

 

 

 

 

 

340,015

 

 

 

 

Jeffrey Dailey

   77,621    209,917    —    287,538 
 

Bruce Hansen

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

263,786

 

 

 

  

 

 

 

 

 

46,227

 

 

 

  

 

 

 

 

 

310,013

 

 

 

   158,347    209,917    —    368,264 
 

Kathleen A. Hogenson

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

243,807

 

 

 

  

 

 

 

 

 

46,227

 

 

 

  

 

 

 

 

 

290,034

 

 

 

   62,097    225,441    —    287,538 

Constantine P. Iordanou

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

217,464

 

 

 

  

 

 

 

 

 

72,552

 

 

 

  

 

 

 

 

 

290,016

 

 

 

Laura K. Ipsen

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

217,464

 

 

 

  

 

 

 

 

 

72,552

 

 

 

  

 

 

 

 

 

290,016

 

 

 

 

Wendy Lane

   65,202    209,917    —    275,119 
 

Samuel G. Liss

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

228,779

 

 

 

  

 

 

 

 

 

76,248

 

 

 

  

 

 

 

 

 

305,027

 

 

 

   —    258,818    16,300 (4)    275,119 

Andrew G. Mills(4)

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

—

 

 

 

  

 

 

 

 

 

—

 

 

 

 

Olumide Soroye

   37,258    247,175    —    284,433 
 

Kimberly S. Stevenson

   65,202    209,917    —    275,119 
 

Therese M. Vaughan

  

 

 

 

 

 

90,000

 

 

 

  

 

 

 

 

 

138,788

 

 

 

  

 

 

 

 

 

76,211

 

 

 

  

 

 

 

 

 

304,999

 

 

 

   

 

74,516

 

 

 

   

 

209,917

 

 

 

   

 

—

 

 

 

   

 

284,433

 

 

 

David B. Wright

  

 

 

 

 

 

 

—

 

 

 

 

 

  

 

 

 

 

 

 

217,464

 

 

 

 

 

  

 

 

 

 

 

 

72,552

 

 

 

 

 

  

 

 

 

 

 

 

 

290,016

 

 

 

 

24 | Verisk 2024 Proxy Statement

Directors’ Compensation

 

(1)

Represents the aggregate grant date fair value of stock and stock option awards granted in 20212023 computed in accordance with ASC Subtopic 718-10, “Compensation-Stock Compensation” (ASC Topic 718), excluding forfeiture estimates. For a

16  |  Verisk 2022 Proxy Statement

Directors’ Compensation and Benefits

discussion of the assumptions used to calculate the amounts shown in the option awards and stock awards columns, see Note 17 of the Notes to our audited consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2021.2023.

(2)

At December 31, 2021,2023, directors had outstanding stock awards as follows: (a) Annell R. Bay — 7,203 ; (b) Vincent K. Brooks — 1,285;3,035; (b) Jeffrey Dailey — 1,880; (c) Christopher M. Foskett — 23,761; (d) Bruce Hansen — 12,320; (e)12,939; (d) Kathleen A. Hogenson — 7,693;10,233; (e) Wendy Lane – 3,015; (f) Constantine P. Iordanou — 272,689; (g) Laura K. Ipsen – 2,362; (h) Samuel G. Liss — 54,319;68,517; (g) Olumide Soroye — 2,164; (h) Kimberly S. Stevenson — 1,833; (i) Therese M. Vaughan — 8,878; (j) David B. Wright — 27,528.20,679.

(3)

At December 31, 2021,2023, directors had outstanding option awards as follows: (a) Annell R. Bay — 16,447; (b) Vincent K. Brooks — 2,082;3,083; (b) Jeffrey Dailey — 1,169; (c) Christopher M. Foskett — 39,514; (d) Bruce Hansen — 19,241; (e)20,242; (d) Kathleen A. Hogenson — 18,431;19,432; (e) Wendy Lane – 1,108; (f) Constantine P. Iordanou — 88,356; (g) Laura K. Ipsen – 3,921; (h) Samuel G. Liss — 88,031;61,827; (g) Olumide Soroye — 738; (h) Kimberly S. Stevenson — 1,108; (i) Therese M. Vaughan — 30,642; (l) David B. Wright — 37,953.7,402.

(4)

Represents options Mr. Mills resigned fromLiss elected to receive as part of the Board on April 18, 2021 and did not receive anyannual retainer prior to the May 2023 change to the director compensation in 2021 for his service onprogram which eliminated options as a component of the Board of Directors.annual retainer.

 

Where no information in the table is given as to a particular type of award with respect to any individual, such individual did not hold or receive such an award during or as of the end of the last fiscal year, as the case may be.

Stock Ownership Requirements for Directors

Directors are subject to minimum equity holding requirements. Each non-employee director is required to hold stock with a value equal to six times their respective annual base retainer (i.e., excluding additional retainer amounts for committee chairs). The “in-the-money” value of vested and unvested options held by such directors is not included in determining compliance with this requirement. Newly elected

Directors are required to comply with this requirement no later than the sixth anniversary of their election to the Board.

Annell R. Bay, Christopher M. Foskett,Vincent K. Brooks, Bruce Hansen, Kathleen A. Hogenson, Constantine P. Iordanou, Samuel G. Liss, and Therese M. Vaughan, and David B. Wright, each currently holds stock with a value in excess of six times their respective annual base retainer. Laura K. Ipsen, a directorJeffrey Dailey, Wendy Lane and Kimberly S. Stevenson, each elected to the Board on January 1, 2020,May 25, 2022, and Vincent K. Brooks, a directorOlumide Soroye, elected to the Board on October 1, 2020,August 18, 2022, each havehas until the sixth anniversary of their election to the Board to comply with the director stock ownership requirement and havehas not yet reached such anniversary date. Scott G. Stephenson,Lee M. Shavel, a director and our current ChairmanPresident and Chief Executive Officer, hasdoes not receivedreceive an annual retainer for his service on the Board and is subject to and is in compliance with the stock ownership requirement for executive officers described on page 32.39.

 

 

Verisk 20222024 Proxy Statement | 1725

Item 2 — Approval of the Amendment to the Certificate of Incorporation to Provide for the Annual Election of Directors

Background

After a review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of investor views, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to amend the Certificate of Incorporation to provide for the annual election of directors (the “Declassification Amendment”). Based on the recommendation of the Governance, Corporate Sustainability and Nominating Committee, the Board has approved, and recommends that the Company’s shareholders approve and adopt, the Declassification Amendment. If approved and adopted by the Company’s shareholders, the Declassification Amendment would phase out the Company’s current classified board structure and provide for the annual election of all directors.

Proposed Amendment

The Company’s current Certificate of Incorporation divides the Board into three classes that are each elected for staggered, three-year terms. If the Declassification Amendment is approved and adopted by the Company’s shareholders, then the directors elected prior to the 2022 Annual Meeting would serve out their remaining three-year terms and each person elected as a Director by the holders of Common Stock at this 2022 Annual Meeting and at any future Annual Meeting would serve a one-year term, ending at the next meeting of shareholders following the director’s election. The Company’s classified board structure would be fully eliminated starting with the 2024 Annual Meeting.

The Company’s current Certificate of Incorporation also provides that directors may be removed only for cause. However, Delaware law provides that the directors of a corporation without a classified board may be removed with or without cause, by the holders of a majority of the shares then entitled to vote. In order to conform to Delaware law, the proposed Declassification Amendment provides that all directors may be removed with or without cause upon the affirmative vote of a majority of the Company’s outstanding shares entitled to vote thereon.

The Declassification Amendment also provides that any person elected to fill a vacant or newly created directorship after this 2022 Annual Meeting will serve for a term ending at the next annual meeting following the person’s appointment as a director.

The proposed amendments to the Certificate of Incorporation also contain conforming, clarifying and updating changes to supplement the Declassification Amendment, as well as certain other routine and non-substantive updates and revisions.

The Board has also approved and adopted, contingent upon shareholder approval and adoption of the proposed amendments to the Certificate of Incorporation, certain amendments to the Company’s Bylaws that contain conforming, clarifying and updating changes to supplement the Declassification Amendment, as well as certain other routine and non-substantive updates and revisions. If the Company’s shareholders approve the proposed amendments to the Certificate of Incorporation, the Bylaws would be similarly amended and restated to provide for the annual election of directors.

The Company encourages shareholders to review the full text of the proposed amendments in Appendix A to this proxy statement, with deletions indicated by strikeouts and additions indicated by underlining. The general description of the Certificate of Incorporation and the proposed amendments set forth herein is qualified in its entirety by reference to the text of Appendix A.

Votes Required for Approval

For the proposed Declassification Amendment to the Certificate of Incorporation to become effective, this proposal must receive the affirmative vote of a majority of the voting power of the outstanding shares of the Company’s Common Stock.

If the proposed amendments are approved by our shareholders, immediately following such vote, we will make the appropriate filing with the Secretary of State of Delaware so that the amendment to declassify the Board will be in effect immediately upon such filing. We expect to make this filing before the vote is taken to elect directors at this 2022 Annual Meeting so that the amendment to declassify the Board would be effective when the vote is taken to elect directors at this 2022 Annual Meeting. However, the Board retains the discretion to abandon the proposed amendments and not implement them at any time before they become effective. The approval of this proposal is not conditioned on the approval of any other proposal.

If the proposed amendments to the Certificate of Incorporation are not approved by the Company’s shareholders, the present classification of the Board will continue, the directors elected at this 2022 Annual Meeting will serve for three-year terms until the 2025 Annual Meeting or until their earlier resignation or removal, and directors up for election at future Annual Meetings will continue to be elected for three-year terms.

Our Board unanimously recommends a vote “FOR” the Amendment to the Certificate of Incorporation to Provide for the Annual Election of Directors. Proxies solicited by the Board will be voted “FOR” this proposal unless otherwise instructed.

18  |  Verisk 2022 Proxy Statement

Executive Officers of Verisk

 

Information regarding the ages and past five years’ business experience of our executive officers is as follows:

Scott G. Stephenson (64) has announced that he will retire as our Chairman of the Board, President and Chief Executive Officer following the

LOGOLee M. Shavel (56) has been our Chief Executive Officer since May 2022 Annual Meeting. Mr. Stephenson has been our Chief Executive Officer since April 2013 and has been our President since March 2011. Mr. Stephenson has also served on our Board of Directors since April 2013 and as our Chairman since April 2016. Mr. Stephenson also previously served as our Chief Operating Officer and, prior to that, led our Decision Analytics segment. From 2002 to 2008, Mr. Stephenson served as our Executive Vice President, and he served as President of our Intego Solutions business from 2001 to 2002. Mr. Stephenson joined the Company from Silver Lake Partners, a technology-oriented private equity firm, where he was an advisor from 2000 to 2001. From 1989 to 1999, Mr. Stephenson was a partner with The Boston Consulting Group, eventually rising to senior partner and member of the firm’s North American operating committee. Since February 2020, Mr. Stephenson has served on the Board of Directors of Public Service Enterprise Group Inc. (NYSE: PEG), the publicly traded parent company of New Jersey-based gas and electric utility company, Public Service Electric and Gas Co. (PSE&G).

Lee Shavel (54) will be appointed our Chief Executive Officer following the 2022 Annual Meeting. Mr. Shavel has been our Group President since February 2021, and our Chief Financial Officer since November 2017. In addition to his current CFO role, Mr. Shavel currently has oversight responsibility for the operations of our energy, specialized markets and financial services segments. Prior to joining Verisk, Mr. Shavel served as Chief Financial Officer and Executive Vice President since January 2023. Mr. Shavel previously served as our Group President since February 2021, and our Chief Financial Officer since November 2017. Prior to joining Verisk, Mr. Shavel served as Chief Financial Officer and Executive Vice President,

Corporate Strategy of Nasdaq, Inc. from May 2011 to March 2016. Before joining Nasdaq, Mr. Shavel was Americas Head of Financial Institutions Investment Banking at Bank of America Merrill Lynch. Previously, he was Head of Finance, Securities and Technology and Global COO for the Financial Institutions Group at Merrill Lynch. Mr. Shavel joined Merrill Lynch in 1993 as an Associate, coming from Citicorp where he worked as an Associate in the Financial Institutions Group. Since June 2020, Mr. Shavel has served on the Board of Directors of FactSet Research Systems, Inc. (NYSE: FDS), a publicly traded company, and from 2016 to March 2019, Mr. Shavel served as a board director and chair of the Audit Committee of Investment Technology Group, Inc., a publicly traded broker-dealer.

Mark V. Anquillare (54) will be appointed our President following the 2022 Annual Meeting. Mr. Anquillare has been our Group President since February 2021, and our Chief Operating Officer since June 2016. Mr. Anquillare is currently responsible for leading our insurance and government facing businesses, and our customer experience and enterprise risk management functions. From 2007 to June 2016, Mr. Anquillare served as our Chief Financial Officer. Mr. Anquillare joined the Company as Director of Financial Systems in 1992 and since joining the Company,

LOGOElizabeth D. Mann (48) has been our Executive Vice President and Chief Financial Officer since September 2022. Ms. Mann drives the Company’s financial strategy and capital management philosophy by focusing on creating long-term value and investing in the highest-return opportunities. Ms. Mann joined Verisk from S&P Global, where she was

Mr. Anquillare has held various management positions, including Assistant Vice President, Vice President and Controller, and Senior Vice President and Controller. Prior to 1992, Mr. Anquillare was employed by the Prudential Insurance Company of America. Mr. Anquillare is a FellowCFO of the Life Management Institute.Ratings and Mobility divisions, after serving as senior vice president of capital management including oversight of S&P Global’s tax and treasury departments. Before that, she held several roles of increasing responsibility at Goldman Sachs, including managing director of the firmwide strategy group and the technology, media, and telecom investment banking group. Before joining corporate America, Ms. Mann was a Moore Instructor and National Science Foundation Postdoctoral Fellow at the Massachusetts Institute of Technology, a position once held by famed mathematician John Nash. Ms. Mann also serves as President of the Board of Trustees of the Winston Churchill Scholarship Foundation of the United States.

Nick Daffan (52) has been our Executive Vice President since December 2018 and Chief Information Officer since July 2015. Mr. Daffan is responsible for technology strategy, operations and delivery of data and analytics. Before his current role, Mr. Daffan was Chief Information Officer of Verisk’s subsidiary, Argus Information and Advisory Services, which he joined in 2000 and was responsible for the Argus data operations, product support, and information technology groups.

LOGONick Daffan (54) has been our Executive Vice President since December 2018 and Chief Information Officer since July 2015. Mr. Daffan is responsible for technology strategy, operations and delivery of data and analytics and has headed operations, product support and information technology groups within Verisk subsidiaries before his current

role. Prior to joining Argus,Verisk, Mr. Daffan worked at Unisys Corporation and First Manhattan Consulting Group.

Kathy Card Beckles (47)

LOGOKathy Card Beckles (49) has been our Executive Vice President, General Counsel and Corporate Secretary since April 2021. Ms. Card Beckles provides leadership for all legal aspects of our business, as well as leading our corporate governance, compliance and internal audit functions. Ms. Card Beckles also assists the Company and our Board in driving our Executive Vice President and Chief Legal Officer since April 2021. Ms. Card Beckles provides leadership for all legal aspects of our business, as well as leading our corporate governance, compliance and internal audit functions. Ms. Card Beckles also assists the Company and our Board in driving our

strategy forward and pursing all the best practices of a modern, well-run public company to maximize performance and ensure transparency. Before joining Verisk, Ms. Card Beckles served as the General Counsel for Consumer Banking and Shared Services and the General Counsel for Credit Cards, Payments, Merchant Services and Digital at JPMorgan Chase (“JPM”). PreviouslyChase. Since April 2022, Ms. Card Beckles has served ason the global chief intellectual property (IP) counsel for JPM. Ms. Card Beckles’ prior legal experience includes the law firm Kenyon & Kenyon (now Hunton Andrews and Kurth), theBoard of Directors of Nasdaq’s U.S. Patent and Trademark Office, and the Court of Federal Claims. Prior to her legal career, Ms. Card Beckles honed her operational and strategic problem-solving skills in chemical engineering positions. Ms. Card Beckles is a co-founder of the TEHEKA engineering scholarship at the University of Delaware and a board member of Mobilization for Justice, which offers free legal assistance to low-income New Yorkers.exchange subsidiaries.

Sunita Holzer (60) has been our Chief Human Relations Officer since August 2021. Ms. Holzer leads all aspects of our human resources strategy and operations. Ms. Holzer brings three decades of enterprise-level HR leadership experience across several industries served by Verisk. Before joining Verisk, Ms. Holzer was CHRO at Realogy,

LOGOSunita Holzer (62) has been our Chief Human Relations Officer since August 2021. Ms. Holzer leads all aspects of our human resources strategy and operations. Ms. Holzer brings three decades of enterprise-level HR leadership experience across several industries. Before joining Verisk, Ms. Holzer was CHRO at Realogy,

handling HR strategy for nearly 12,000 employees. Ms. Holzer also served as CHRO for Computer Sciences Corporation (now DXC Technology), CHRO at Chubb Insurance, and chief diversity officer at American Express. Ms. Holzer is a Human Resources Management Department Advisory Board member at the Rutgers School of Management and Labor Relations. From 2011 to February 2023, Ms. Holzer servesserved on the board of directors and as Chair of the Compensation Committee for South Jersey Industries (NYSE: SJI), a publicly traded energy services holding company consisting of a natural gas utility and a group of nonutility energy businesses.

 

 

26 | Verisk 20222024 Proxy Statement  |  19

Security Ownership of Certain Beneficial Owners and Management

 

Stock Ownership of Directors and Executive Officers. We encourage our directors, officers and employees to own our Common Stock, as owning our Common Stock aligns their interests with your interests as shareholders. The following table sets forth the beneficial ownership

of our Common

Stock by each of our named executive officers and directors, and by all our directors and executive officers as a group, as of February 25, 2022.23, 2024. Percentage of class amounts are based on 161,297,145143,427,155 shares of our Common Stock outstanding as of February 25, 2022.23, 2024.

 

 

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, or stock awards that may be settled, within 60 days of February 25, 2022.23, 2024. Shares issuable pursuant to such stock options or stock awards are deemed outstanding for computing the percentage of such person’s holdings but are not outstanding for computing the percentage of any other person. Unless otherwise indicated, the address for each listed shareholder is: c/o Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, New Jersey 07310. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock.

 

      

 

  Shares of Common Stock         

  Beneficially Owned         

 

       

 

  Number of  

  Shares  

 

     

        Percentage of    

  Class  

 

   

 

  NAMED EXECUTIVE OFFICERS

 

                           

  Scott G. Stephenson(1)

 

         

 

1,522,235

 

 

         

 

*

 

 

     

  Lee M. Shavel(2)

 

         

 

87,307

 

 

         

 

*

 

 

     

  Mark V. Anquillare(3)

 

         

 

391,228

 

 

         

 

*

 

 

     

  Nick Daffan(4)

 

         

 

112,285

 

 

         

 

*

 

 

     

  Kathy Card Beckles(5)

 

         

 

7,057

 

 

         

 

*

 

 

     

  Directors

 

                    

 

*

 

 

     

  Annell R. Bay(6)

 

         

 

23,590

 

 

         

 

*

 

 

     

  Vincent K. Brooks(7)

 

         

 

3,160

 

 

         

 

*

 

 

     

  Christopher M. Foskett(8)

 

         

 

63,068

 

 

         

 

*

 

 

     

  Bruce Hansen(9)

 

         

 

31,354

 

 

         

 

*

 

 

     

  Kathleen A. Hogenson(10)

 

         

 

25,917

 

 

         

 

*

 

 

     

  Constantine P. Iordanou(11)

 

         

 

360,838

 

 

         

 

*

 

 

     

  Laura K. Ipsen(12)

 

         

 

6,076

 

 

         

 

*

 

 

     

  Samuel G. Liss(13)

 

         

 

142,143

 

 

         

 

*

 

 

     

  Therese M. Vaughan(14)

 

         

 

39,313

 

 

         

 

*

 

 

     

  David B. Wright(15)

 

      

 

65,274

 

 

       

 

*

 

 

  
      

 

 

      

 

 

   
                            

  ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (15 PERSONS)

 

      

 

2,880,848

 

 

       

 

1.78

 

%

 

  
      

 

 

      

 

 

   
                            
       

Shares of Common Stock

Beneficially Owned

 
        

 Number of 

 Shares 

 

       

   Percentage of 

 Class 

 

     

 

 NAMED EXECUTIVE OFFICERS

                      

 Lee M. Shavel(1)

 

       

 

150,748

 

 

 

       *     

 Elizabeth D. Mann(2)

 

       

 

19,505

 

 

 

       *     

 Nick Daffan(3)

 

       

 

131,135

 

 

 

       *     

 Kathy Card Beckles(4)

 

       

 

13,150

 

 

 

       *     

 Sunita Holzer(5)

 

       

 

12,479

 

 

 

       *     

 Directors

 

                      

 Vincent K. Brooks(6)

 

       

 

6,118

 

 

 

       *     

 Jeffrey Dailey(7)

 

       

 

3,049

 

 

 

       *     

 Bruce Hansen(8)

 

       

 

33,181

 

 

 

       *     

 Gregory Hendrick(9)

 

       

 

— 

 

 

 

       —      

 Kathleen A. Hogenson(10)

 

       

 

29,665

 

 

 

       *     

 Wendy Lane(11)

 

       

 

5,081

 

 

 

       *     

 Samuel G. Liss(12)

 

       

 

130,438

 

 

 

       *     

 Olumide Soroye(13)

 

       

 

3,860

 

 

 

       *     

 Kimberly S. Stevenson(14)

 

       

 

3,899

 

 

 

       *     

 Therese M. Vaughan(15)

 

    

 

29,039

 

 

 

     *  
    

 

 

    

 

 

  
                       

 ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (15 PERSONS)

 

    

 

571,347

 

 

 

     0.40%  
    

 

 

    

 

 

  
                       

 

(1)

Includes (a) 792,01189,585 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 25,3336,727 shares of restricted stock which vest in four equal installments on each anniversary of the shares’ respective grant dates. Amount does not include 19,437 performance share units (“PSUs”) granted on January 15, 2020, 24,9925,304 Relative TSR PSUs and 2,715 ROIC PSUs granted on January 15, 2021,2022, 5,667 Relative TSR PSUs and 31,3023,322 ROIC PSUs granted on May 25, 2022, 27,457 Relative TSR PSUs granted on May 25, 2022, 12,813 Relative TSR PSUs and 8,046 ROIC PSUs granted on January 15, 2022,2023, and 13,409 Relative TSR PSUs and 8,025 ROIC PSUs granted on January 15, 2024, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of February 25, 202223, 2024 and, to the extent earned, PSUs will be settled in shares, cash, or a combination of both, at the sole discretion of the Talent Management and Compensation Committee.

Verisk 2024 Proxy Statement | 27

Security Ownership of Certain Beneficial Owners and Management

(2)

Includes (a) 45,3678,796 shares of restricted stock which vest in two equal installments on the anniversary of the shares’ grant date, (b) 2,097 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024 and (b) 6,694(c) 3,622 shares of restricted stock which vest in four equal installments on each anniversary of the shares’ respective grant dates. Amount does not include 4,9893,462 Relative TSR PSUs and 2,175 ROIC PSUs granted on January 15, 2020, 6,0962023, and 4,234 Relative TSR PSUs and 2,534 ROIC PSUs granted on January 15, 2021, and 8,019 PSUs granted on January 15, 2022,2024, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of February 25, 202223, 2024 and, to the extent earned, PSUs will be settled in shares, cash, or a combination of both, at the sole discretion of the Talent Management and Compensation Committee.

20  |  Verisk 2022 Proxy Statement

Security Ownership of Certain Beneficial Owners and Management

(3)

Includes (a) 296,14280,927 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 8,70510,071 shares of restricted stock which vest in four equal installments on each anniversary of the shares’ respective grant dates. Amount does not include 6,2593,378 TSR PSUs and 1,780 ROIC PSUs granted on January 15, 2020, 6,0962022, 3,117 TSR PSUs and 1,957 ROIC PSUs granted on January 15, 2021,2023 , and 8,0192,611 Relative TSR PSUs and 1,563 ROIC PSUs granted on January 15, 2022,2024, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of February 25, 202223, 2024 and, to the extent earned, PSUs will be settled in shares, cash, or a combination of both, at the sole discretion of the Talent Management Compensation Committee.

(4)

Includes (a) 75,0115,127 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 7,4653,937 shares of restricted stock which vest in four equal installments on each anniversary of the shares’ respective grant dates. Amount does not include 4,1082,958 Relative TSR PSUs and 1,514 ROIC PSUs granted on January 15, 2020, 3,9992022, 2,597 Relative TSR PSUs and 1,631 ROIC PSUs granted on January 15, 2021,2023, and 5,2592,153 Relative TSR PSUs and 1,288 ROIC PSUs granted on January 15, 2022,2024, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of February 25, 202223, 2024 and, to the extent earned, PSUs will be settled in shares, cash, or a combination of both, at the sole discretion of the Talent Management and Compensation Committee.

(5)

Includes (a) 7,0574,157 shares subject to stock options exercisable within 60 days of February 23, 2024, and (b) 1,552 shares of restricted stock which vest in four equal installments on each anniversary of the shares’ respective grant dates. Amount does not include 4,4722,366 Relative TSR PSUs and 1,211 ROIC PSUs granted on January 15, 2022, 2,164 Relative TSR PSUs and 1,359 ROIC PSUs granted on January 15, 2023, and 1,835 Relative TSR PSUs and 1,098 ROIC PSUs granted on January 15, 2024, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of February 25, 202223, 2024 and, to the extent earned, PSUs will be settled in shares, cash, or a combination of both, at the sole discretion of the Talent Management and Compensation Committee.

(6)

Includes (a) 16,3873,083 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 5,0533,035 deferred stock units that entitle Ms. BayGen. Brooks to 5,0533,035 shares of Common Stock at the end of her service to the Board, and (c) 1,008 deferred stock awards that entitle Ms. Bay to 1,008 shares of Common Stock at the end of herhis service to the Board.

(7)

Includes (a) 1,8751,169 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 1,2851,833 deferred stock units that entitle Gen. BrooksMr. Dailey to 1,2851,833 shares of Common Stock at the end of his service to the Board.

(8)

Includes (a) 39,30720,242 shares subject to stock options exercisable within 60 days of February 25, 2022, and23, 2024, (b) 8,201 deferred stock units that entitle Mr. Foskett to 8,021 shares of Common Stock at the end of his service to the Board.

(9)

Includes (a) 19,034 shares subject to stock options exercisable within 60 days of February 25, 2022, (b) 6,0847,834 deferred stock units that entitle Mr. Hansen to 6,0847,834 shares of Common Stock at the end of his service to the Board, and (c) 5,105 deferred stock awards that entitle Mr. Hansen to 5,105 shares of Common Stock at the end of his service to the Board.

(9)

Mr. Hendrick was appointed to the Board on April 1, 2024, which was subsequent to the February 23, 2024 measurement date for this beneficial ownership table.

(10)

Includes (a) 18,22419,432 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, (b) 5,0536,803 deferred stock units that entitle Ms. Hogenson 5,053to 6,803 shares of Common Stock at the end of her service to the Board, and (c) 2,6403,430 deferred stock awards that entitle Ms. Hogenson to 2,6403,430 shares of Common Stock at the end of her service to the Board.

(11)

Includes (a) 88,1491,108 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 8,201875 deferred stock units that entitle Ms. Lane to 875 shares of Common Stock at the end of her service to the Board.

(12)

Includes (a) 61,921 shares subject to stock options exercisable within 60 days of February 23, 2024, (b) 9,951 deferred stock units that entitle Mr. IordanouLiss to 8,2019,951 shares of Common Stock at the end of his service to the Board, and (c) 1,2931,249 deferred stock awards that entitle Mr. IordanouLiss to 1,293 shares of Common Stock at the end of his service to the Board.

(12)

Includes (a) 3,714 shares subject to stock options exercisable within 60 days of February 25, 2022, (b) 1,917 deferred stock units that entitle Ms. Ipsen to 1,917 shares of Common Stock at the end of her service to the Board, and (c) 445 deferred stock awards that entitle Mr. Ipsen to 4451,249 shares of Common Stock at the end of his service to the Board.

(13)

Includes (a) 87,824738 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 8,201591 deferred stock units that entitle Mr. LissSoroye to 8,201 shares of Common Stock at the end of his service to the Board, and (c) 1,042 deferred stock awards that entitle Mr. Liss to 1,042591 shares of Common Stock at the end of his service to the Board.

(14)

Includes (a) 30,4351,108 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 8,201875 deferred stock units that entitle Dr. VaughanMs. Stevenson to 8,201875 shares of Common Stock at the end of her service to the Board.

(15)

Includes (a) 37,7467,402 shares subject to stock options exercisable within 60 days of February 25, 2022,23, 2024, and (b) 8,2018,993 deferred stock units that entitle Mr. WrightDr. Vaughan to 8,2018,993 shares of Common Stock at the end of his service to the Board, and (c) 5,617 deferred stock awards that entitle Mr. Wright to 5,617 shares of Common Stock at the end of hisher service to the Board.

*

Indicates less than 1% ownership.

 

28 | Verisk 20222024 Proxy Statement  |  21

Principal Shareholders

The following table contains information regarding each person we know of that beneficially owns more than 5% of our Common Stock. The information set forth in the table below and in the related footnotes was furnished by the identified persons to the SEC.

 

Name and address  Shares of Common Stock
Beneficially Owned		   Shares of Common Stock
Beneficially Owned		 
Number of
Shares		   

Percentage of

Class

  Number of
Shares		   

Percentage of

Class

 
   

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

   17,023,996(1)    10.6%    16,407,114(1)    11.3% 
   

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

   11,684,093(2)    7.2%    12,991,667(2)    9.0% 

 

(1)

As of December 31, 2021, basedBased on a Schedule 13G/A Information Statement filed with the SEC on February 9, 202213, 2024 by The Vanguard Group (“Vanguard”). The Schedule 13G/A reported that Vanguard has sole voting power as to 0 shares of our Common Stock, and sole dispositive power as to 16,368,11815,785,859 shares of our Common Stock, shared voting power as to 193,163 shares of our Common Stock and shared dispositive power as to 16,407,114 shares of our Common Stock.

(2)

As of December 31, 2021, basedBased on a Schedule 13G/A Information Statement filed with the SEC on February 3, 2022January 25, 2024 by BlackRock, Inc. (“BlackRock”). The Schedule 13G/A reported that BlackRock has sole voting power as to 10,257,57911,940,928 shares of our Common Stock, sole dispositive power as to 12,991,667 shares of our Common Stock, shared voting power as to 0 shares of our Common Stock and soleshared dispositive power as to 11,684,0930 shares of our Common Stock.

 

22Verisk 2024 Proxy Statement | Verisk 2022 Proxy Statement29

Executive Compensation

Compensation Discussion and Analysis

 

 

Road Map to Our CD&A

 

  23

 

Overview

 

  

23

31

Introduction

 

  

23

31

Overall Compensation Philosophy

 

  

24

31

Compensation Philosophy as It Applies to Our NEOs

 

  

24

31

 

What We Paid in 20212023 and Why

 

  32

Key Business Performance Highlights

 

24

32

Key Compensation Decisions in 20212023 for Our NEOs

 

  2432

Key Business Performance HighlightsShareholder Engagement

 

  

24

32

Shareholder Engagement2023 Say-on-Pay Results

 

  

25

33

2021 Say-on-Pay ResultsExecutive Compensation Program Highlights

 

  

25

33

Fiscal 2023 Executive Compensation Program Highlights

 

  

26

34

Fiscal 2021 Executive Compensation ProgramSummary of 2023 NEO STI and LTI Programs

 

  

26

35

20212023 NEO Pay Mix

 

  

27

35

Base Salary

 

  

27

36

Annual STI Awards

 

  

28

36

20212023 STI Financial Metrics and Individual Target Amounts

 

  

28

36

20212023 STI Performance

 

  

29

37

CEO 20212023 STI Target

 

  

29

37

CEO and other NEOs’ 20212023 STI OutcomeOutcomes

 

  

29

37

Annual LTI Awards

 

  

30

37

20212023 LTI Awards

 

  

30

37

Achievement and Payouts under 20192021-2023 PSUs

 

  

30

38

Summary of 2021 STI and LTI Programs

31

Announced Changes to 2022 NEO LTI Program

31

Health, Welfare and Retirement Plans

 

  

31

38

Change in ControlExecutive Severance AgreementsPlan and Employment Agreements

 

  

32

39

 

Policies and Practices

 

  

32

39

Overview

30 | Verisk 2024 Proxy Statement

Executive Compensation

Overview

Introduction

This section discusses the principlesoverall compensation philosophy underlying our policies and decisions relating to the compensation of our named executive officers for 20212023 (our “named executive officers” or “NEOs”). The information in this section describes the manner and context in which compensation is earned by and awarded to our NEOs and provides perspective on the tables and narrative that follow. Our NEOs for the 20212023 fiscal year are:

 

  Scott G. Stephenson

 Lee M. Shavel

 

  

Chairman, President and Chief Executive Officer (retiring following the 2022 Annual Meeting)

 

  Lee M. Shavel

 Elizabeth D. Mann

 

  

GroupExecutive Vice President and Chief Financial Officer (to be appointed Chief Executive Officer following the 2022 Annual Meeting)

 

  Mark V. Anquillare

 Nick Daffan

 

  

Group President and Chief Operating Officer (to be appointed President following the 2022 Annual Meeting)

  Nick Daffan

Executive Vice President and Chief Information Officer

 

 Kathy Card Beckles(1)

Beckles

 

  

Executive Vice President General Counsel and Corporate SecretaryChief Legal Officer

 

 Sunita Holzer

Executive Vice President and Chief Human Relations Officer

 

(1)

Ms. Card Beckles commenced employment with us on April 5, 2021.

Verisk 2022 Proxy Statement  |  23

Executive Compensation

 

This section also presents key compensation decisions made during 20212023 and a summary of our business performance supporting these decisions.

Overall Compensation Philosophy

Our business is characterized by high incremental and total margins and relatively low capital intensity. Moreover, we enjoy strong relationships with most, if not all, of the participants in the vertical markets we serve. Given those qualities, the key to long-term value creation for Verisk is organic revenue growth leading to scaled margins and better returns on invested capital. In turn, our organic growth depends on:

deepening the reach and quality of our analytics so that our existing solutions yield more insight and value for customers;

creating a steady stream of new solutions that meet customers’ emerging needs; and

reaching new customers through geographic expansion.

Our focus on organic growth — which in our case necessarily requires innovation — means our leadership and workforce must be second to none. Therefore, the primary focus of our compensation philosophy isprogram aims to attract and retain highly skilled employees that are critical to the highest levelCompany’s business objectives and create value for our shareholders. We expect that as the Company performs well, our employees will earn more and share in the results of that performance.

We rely heavily on innovation to drive organic growth, and the employees that we attract come from extremely competitive talent in line with our specific needs. Mostpools. We target total compensation, both fixed and variable, within a reasonable range of market median of our critical roles arepeers and the broader industries from where we source talent. We appreciate that specific talent considerations such as criticality, proficiency, supply in categories where the competition for talent is most fierce, including machine-learning methods, cloud-based computing, statistical modeling, software developmentmarket, and technical sales. In many cases, the talent marketplace determines theperformance may warrant compensation required to attract and retain such talent.

In addition to ensuring our compensation is competitive, we also work to ensure it is responsible. Our goal is to make compensation for individuals consistent with their personal contributions, tied to the context of overall corporate performance. In other words, pay-for-performance is at the heartoutside of our philosophy. We also guard against our compensation levels becoming excessive relative to market norms by referencing relevant benchmark data. To that end, our Compensation Committee generally seeks to achieve compensation outcomes at market competitive levels, with differentiation by executive based on individual factors such as proficiency in role, tenure, criticality to the Company and scope of responsibility.target range.

We believe in a mix of three types of compensationpay-for-performance culture that links funding for our executives: base salaries, annual cash awards under our short-term incentive (“STI”) program, and annual awards of equity under our long-term incentive (“LTI”) program. Further,programs to Company performance measured against predetermined goals. Moreover, employee performance is considered in determining individual awards. Company performance objectives are rigorous but achievable.

To encourage sustainable, long-term growth and align our executives and critical employees with our shareholders’ interests we require vesting of equity awards to occur over multiple years with an elementuse equity-based incentives as a key component of our LTI program vesting based solely on the attainment of Company performance goals, which we believe more closely and objectively aligns our executives’executive compensation to shareholder returns. The mix of compensation types and requirement of multi-year vesting ofprogram. Our equity incents our executives to take a balanced view on short- and long-term performance.compen-

Insation vests over three or four years which aligns with the most general sense, we know we are inmulti-year objectives used for the right position on compensation when we retain a high levelperformance-vesting component of our critical talent, have tied their annual outcomes to metrics that align withthe program, promotes lasting value creation and show differentiationsupports our retention needs given the competition we face for differenttalent.

The mix and total target value of fixed and variable pay differ by level of seniority, with our most senior employees having a larger proportion of their total compensation opportunity at risk. For our senior executives we provide indirect elements of compensation, such as severance, benefits, and perquisites that are aligned to market levels of performance,to support attraction and retention.

All other compensation policies and practices reflect best practices in corporate governance and support a culture that manages compensation-related risks throughout the enterprise. Our compensation processes and incentive program design are sensible relativeintended to established market norms.be fair and easy to understand so that employees and shareholders alike see how the decisions surrounding pay position us for long-term success.

Compensation Philosophy as It Applies to Our NEOs

All of the above statements apply to our philosophy for compensating our NEOs and other executive leaders. The primary customization for NEOs is to set a substantial percentage of their compensation in the form of long-term equity awards, so that their outcomes most closely mirror those of our shareholders. As seniority increases at Verisk, the percentage of compensation comingdelivered in the form of equity increases. In particular, 81% of our CEO’s 2021 annual compensation package was comprised of equity awards.

Verisk 2024 Proxy Statement | 31

Executive Compensation

What We Paid in 20212023 and Why

Key Business Performance Highlights

Our Company had another solid performance year in 2023, with revenue from continuing operations of $2,681.4 million, an increase of 7.4% compared to 2022, and adjusted EBITDA of $1,433.5 million, an increase of 11.6% compared to 2022. In addition to solid financial performance, we positioned ourselves strongly for the future by completing a significant transformation of the Company returning to a leading data, analytics and technology provider serving clients in the insurance ecosystem while continuing to deliver value to shareholders through growth and returns.

Our share price continued to perform strongly, and we delivered 36.2%, 5.3% and 18.0% total annualized shareholder return over the 1, 3 and 5-years ending December 31, 2023.

The table below summarizes the Company’s financial and stock price performance during 2023.

Metric ($ amounts in millions)

    

Revenue from continuing operations

  

$

2,681.4

 

Net Income

  

$

614.4

 

Adjusted EBITDA from continuing operations

  

$

1,433.5

 

1-year TSR

  

 

36.2

% 

3-year annualized TSR

  

 

5.3

% 

5-year annualized TSR

  

 

18.0

% 

See Appendix A for a reconciliation of the non-GAAP measures discussed herein to the most directly comparable GAAP measure.

Key Compensation Decisions in 20212023 for Our NEOs

During 2021,2023, we made the following key compensation decisions for our NEOs:

 

NoCurrent CEO’s total direct compensation was set at $9,712,500, a modest increase of 2.2% from 2022, which was compromised of (i) an annual base salary increase for our CEO; modestof $925,000 (which was increased by $25,000 from 2022 and remains below the $1,000,000 annual base salary increases for our other NEOs of 1% on averagethe prior CEO), (ii) a target STI award of 150% of base salary (which remained unchanged from 2020 levels.2022), and (iii) a LTI award of $7,400,000.

 

Annual STIshort-term incentive (“STI”) awards to all our NEOs were made pursuant to our formulaic annual bonus program design (discussed further under “Annual STI Awards — 20212023 STI Financial Metrics and Individual Target Amounts”) in order to align annual awards more closely and objectively align annual awards to our business performance.

 

We continuedThe STI performance metrics of Revenue and Adjusted EBITDA were changed from percentages of growth year-over-year to absolute dollars resulting in increased transparency and the long-term incentive program that we implemented in 2018 (discussed further under “Annual LTI Awards — 2020 LTI Awards”), which includes a mix of (i)threshold, target and maximum performance share units (“PSUs”) linkedlevels were narrowed to our relative total shareholder return (“TSR”) performance compared to companies that comprise the S&P 500 Index (50%), (ii) stock options (25%) and (iii) restricted stock awards (25%). We believe that our long-term incentive program continues to strengthen the link between the compensation of our executives under the programalign with the return of our shareholders.

Key Business Performance Highlights

Our Company had another solid performance year in 2021, with total revenue increasing 7.7% and total adjusted EBITDA increasing 6.8%, from the previous year. Adjusted organic constant currency revenue increased 5.0% and adjusted organic constant currency EBITDA increased 4.7% in 2021 compared to 2020. In addition to solid financial performance, we positioned ourselves strongly for the future through developing and bringing new products to market, expanding our investment and focusachievability based on innovation and improving our approach to capital management.

Our share price continued to perform well, and we delivered 10.8%, 28.6% and 23.4% total annualized shareholder return over the 1, 3 and 5-years ending December 31, 2021.

24  |  Verisk 2022 Proxy Statement

Executive Compensation

The table below summarizes the Company’s financial and stock priceannual budget for such performance during 2021.

year.

Metric

•		 

Consolidated Revenue Growth

7.7

% 

Adjusted Organic Constant Currency Revenue Growth

5.0

% 

Adjusted EBITDA Growth

6.8

% 

Adjusted Organic Constant Currency EBITDA Growth

4.7

% 

1-yearWe maintained the mix of our long-term incentive (“LTI”) program awards granted to our NEOs as: (i) performance stock units that are based on the Company’s achievement of relative TSR

10.8

% 

as compared to the companies that comprise the S&P 500 Index at the beginning of the performance period (“Relative TSR PSUs”) (40%), (ii) performance stock units that are earned based on a 3-year annualized TSR

28.6

% 

5-year annualized TSR

23.4

% 

incremental return-on-invested capital (“ROIC”) metric (“ROIC PSUs”) (20%), (iii) restricted stock awards (20%), and (iv) stock options (20%). We believe that our long-term incentive program and the current LTI award mix composition continues to strengthen the link between the compensation of our executives with shareholder value creation.

See Appendix B for a reconciliation of the non-GAAP measures discussed herein to the most directly comparable GAAP measure.

Shareholder Engagement

We have always been actively engaged in shareholder outreach and over the years have welcomedwelcome feedback from shareholders in key areas of interest, in particular on issues relating to corporate governance and executive compensation. Beginning in September 2021,Throughout 2023 and early 2024, we held a series of one-on-one and small group meetings led by independent members of our Board and our executive team with shareholders that represented more than 30%38% of our issued and outstanding Common Stock. TheStock to obtain their input and discuss their views on, among other things, our compensation practices and policies, matters of environmental sustainability, equity and diversity within our workforce and our Board of Directors, our financial disclosure and guidance practices, our responsible use of artificial intelligence and overall corporate governance enhancements and executive compensation program changes disclosedpractices.

32 | Verisk 2024 Proxy Statement

Executive Compensation

As previously announced, in our Current Report on Form 8-K filedresponse to shareholder feedback received during the 2021 shareholder engagement cycle, beginning with the SEC on February 17, 2022 NEO LTI Program and described elsewhere in this Proxy Statement reflect the important shareholder input the Company received through these series of engagements. Each of these initiatives is expected to enhance transparency, accountability and alignment with our shareholders ascontinuing into 2023, we continue our strategy to deliver long-term and sustainable growth and returns.

One of the points of feedback that we received during these meetings was to includeintroduced a forward-looking return-on-invested capital performance metric as a component of our LTI program.program in the form of ROIC PSUs as more fully described below

in the section titled “Annual LTI Awards—2023 LTI Awards.” We believe that including this capital performance metric alongside our existing mix of awards under our annual LTI program will further enhance our pay-for-performance mindset by promoting capital allocation discipline and providing a direct incentive to deliver shareholder value creation.

2021

2023 Say-on-Pay Results

In connection with our 20212023 Annual Meeting, we received 92% shareholder say-on-pay approval in favor of the compensation for our NEOs for the 20202022 performance year. Although this vote was advisory and therefore non-binding on the Company, the Board of Directors and the Talent Management and Compensation Committee carefully reviews and considers say-on-pay results and shareholder feedback when determining the size and design of NEOsNEO compensation packages. No changes were made to the executive compensation program in direct response to the vote result.

LOGOLOGO

 

 

Verisk 2022 Proxy Statement  |  25

Executive Compensation

Executive Compensation Program Highlights

Our primary focus for 20212023 was to ensure that executive pay decisions were quantitative, transparent and performance-based in order to keep the incentives for our executives aligned with the interests of our shareholders. The following table describes the highlights of our executive compensation practices, each of which is described in more detail elsewhere in this Proxy Statement:

 

 

WHAT WE DO

  

WHAT WE DON’T DO

v   Require our Talent Management and Compensation Committee to be comprised solely of independent board members

 

  

v   Do not accelerate equity awards on a “single-trigger” basis

v   Utilize an independent compensation consultant

  

v   Do not provide excise tax gross-ups to our executive officers

v   Employ rigorous goal setting tied to annual and multiyear targets for our NEOs including the introduction of ROIC PSUs in 2022

 

v    Maintain and enforce robust stock ownership and retention guidelines

  

v   Do not provide excessexcessive perquisites and personal benefits

v   Apply a primarily formulaic framework to determine our NEOs’ short-term incentive awards

 

v    Maintain and enforce a robust “clawback” policy

  

v   Do not allow for the repricing of stock options without our shareholders’ consent

v   Establish target and maximum awards for our NEOs

  

v   Do not provide employment agreements to our NEOs

 

v   Implement and enforce a NASDAQ-compliant non-discretionary “clawback” policy

 

v    Apply a primarily formulaic framework to determine our NEOs’ short-term incentive awards

  

v   Maintain and enforce robust stock ownership and retention guidelines

 

v    Employ rigorous goal setting tied to annual and multiyear targets for our NEOs

  

v   Prohibit our directors and employees, including our NEOs, from hedging or pledging Company securities

 

  

 

Verisk 2024 Proxy Statement | 33

Executive Compensation

Fiscal 20212023 Executive Compensation Program

Role of Talent Management and Compensation Committee and Management

Our Talent Management and Compensation Committee is responsible for making decisions regarding the compensation of our executive officers, including our NEOs. Our Talent Management and Compensation Committee determines the compensation levels for our CEO and approves the compensation of our other NEOs based on the recommendations of our CEO. The CEO does not participate in deliberations regarding his own compensation. In addition, our Talent Management and Compensation Committee establishes and approves the financial goals for, and performance forrelated to, the Company’s annual STI and LTI programs.

Role of Compensation Consultant

To ensure that our compensation program design, policies and practices remain competitive and in line with current market practice, our Talent Management and Compensation Committee has engaged FW Cook as anits independent compensation consultant. In respect of 20212023 compensation, the independent compensation consultant advised our Talent Management and Compensation Committee on various

executive compensation matters including the target compensation levels for senior management. The independent compensation consultant also advised our Compensation Committee with respect to its

implementation of the design changes that we made for 2018 and have continued through 2021, as well as the changes to our LTI program that are effective for 2022. The independent compensation consultant’s advice is one of several inputs into our Talent Management and Compensation Committee’s decision-making process.

Benchmarking Peer Group

Our Talent Management and Compensation Committee has historically used a benchmarking peer group, as one of many factors, to inform pay decisions for our NEOs. The peer group below is reviewed annually by our Talent Management and Compensation Committee with the assistance of its independent compensation consultant and is comprised of companies in comparable industries to ours (focusing on information software and services companies) and within a size range comparable to ours (focusing on both revenue and market capitalization as they influence compensation levels)which are strongly correlated to target pay opportunities). Because the majority of our incentive compensation is provided in the form of equity awards and due to our historically high market capitalization to revenue ratio, our Talent Management and Compensation Committee focused heavily on the market capitalization comparison to peer group companies so that the resulting compensation data would accurately reflect the size and scope of our operations.

 

 

26  |  Verisk 2022 Proxy Statement

ExecutiveIn 2023, our Talent Management and Compensation

In 2021, Committee reviewed the existing benchmarking peer group and approved the removal of IHS Markit, which was acquired by S&P Global and no longer disclosed relevant stand-alone compensation data for the most recent fiscal year, and the corresponding addition of Nasdaq. Accordingly, our Talent Management and Compensation Committee used the fourteen-company peer group noted in the table below to inform its decisions regarding senior executive base salary changes, as well as annual cash awards madetarget opportunities under our STI program and annual equity awardsaward values granted under our LTI program. The companies and their respective stock ticker symbols listed in the table below represent those with comparable revenue and market capitalizations to ours during and throughout 2021.2023.

 

Black Knight

Gartner

Moody’s

CoreLogic

Global Payments

MSCI

CoStar

IHS Markit

S&P Global

Equifax

Intercontinental Exchange

TransUnion

Fair Isaac

Jack Henry & Associates

  
Black Knight (BKI)Gartner (IT)MSCI (MSCI)
Clarivate (CLVT)Global Payments (GPN)Nasdaq (NDAQ)
CoStar (CSGP)Intercontinental Exchange (ICE)S&P Global (SPGI)
Equifax (EFX)Jack Henry & Associates (JKHY)TransUnion (TRU)
Fair Isaac (FICO)Moody’s (MCO)

For 2021,At the time the peer group was approved in 2023, the median revenue (calculated as of the most recently reported four fiscal quarters as of SeptemberJune 30, 2021)2023) and market capitalization (calculated as the twelve-month end average as of SeptemberJune 30, 2021)2023) of our peer group was $3,646$4,395 million and $30,678$26,743 million, respectively, versus the Company’s revenue and market capitalization of $2,890$2,658 million and $28,768$29,031 million, respectively (calculated under the same time periods and methodology as the peer group).

When conducting its annual market competitive compensation review, the independent compensation consultant supplementedsupplements the peer group proxy information with national, proprietary technology industry survey data. The survey data areis intended to be representative of each executive’s revenue responsibility, inclusive of adjustments to reflect our Company’s high operating margins relative to comparable companies, and functional role within the Company.

2021

34 | Verisk 2024 Proxy Statement

Executive Compensation

Summary of 2023 NEO STI and LTI Programs

The chart below summarizes the program features of our STI and LTI programs for our NEOs in 2023, which closely align these programs to our strategic objectives and shareholder interests.

2023 Program

Rationale

 STI

Company Financial Metrics

Revenue (40% weighting)

Adjusted EBITDA (40% weighting)

Simple to communicate

Aligns to strategic plan

Requires year-over-year top-line growth

Individual Awards

Primarily formulaic based on Company performance relative to pre-established threshold, target and maximum performance levels

20% weighting on individual performance

More transparent for employees and shareholders

Retains heavy weight on Company performance, but allows for differentiation for NEOs based on individual achievement

Primarily formulaic approach which is more consistent with market practice

 LTI

Award Mix

40% Relative TSR PSUs, 20% ROIC PSUs, 20% stock options and 20% restricted stock

Includes a mix of time-vested (20%) and performance-based (80%) equity awards

Balance absolute and relative stock price performance as well as measuring capital allocation efficiency

Performance Metrics

Relative TSR versus S&P 500 constituents, measured over a three-year period

ROIC measured over a three-year period

Creates alignment with our shareholders’ interest in superior returns

Promotes capital allocation discipline and provides a direct incentive to deliver value to shareholders

2023 NEO Pay Mix

We currently provide the following elements of compensation to our NEOs, each of which fulfills one or more of our compensation program objectives:

 

base salary;

 

short-term cash incentive awards;

 

long-term equity incentive awards; and

 

health, welfare and retirement plans.

The percentage of a Verisk employee’s compensation that is variable increases with seniority, because the decisions of more senior executives have a greater impact on our performance. We have designed our compensation programs so that at least a majority of each NEO’s compensation is variable rather than fixed.

Variable compensation for our NEOs consists of an annual cash payment pursuant to our STI program and a long-term equity incentive award pursuant to our LTI program. We believe the design of our compensation programs effectively encourages our senior managers, including our NEOs, to act in a manner that benefits the Company by creating

long-term value for our shareholders. In evaluating NEO compensation awards, our Talent Management and Compensation Committee generally seeks to achieve compensation outcomes at market competitive levels, with differentiation by executive based on individual factors such as proficiency in role, tenure, criticality to the Company and scope of responsibility.

Verisk 2024 Proxy Statement | 35

Executive Compensation

Base Salary

We pay base salaries to attract, reward and retain senior executives in a competitive landscape. Each year, our Talent Management and Compensation Committee reviews the salaries of our NEOs and makes appropriate adjustments to maintain competitive market levels, which are based on the experience and scope of responsibilities of each NEO. In addition, each year we perform our own internal analysis of prevailing market levels of salary for comparable positions. This analysis utilizes our general knowledge of the industry, information gained by our human resources professionals in the hiring and termination process and, when available, commercially prepared market surveys obtained by our human resources professionals. We also review our NEOs’ base salaries as a percentage of their total target compensation in light of the executive’s position and function.

Annual adjustments to base salaries are determined by our Talent Management and Compensation Committee (in the case of Mr. Stephenson)the CEO), and by Mr. Stephensonthe CEO with the approval of our Talent Management and Compensation Committee (in the case of our other NEOs), based on the assessment of prevailing market compensation practices as described above, and based on the evaluation of individual performance factors.

Upon Mr. Stephenson’s 2021Shavel’s promotion to CEO on May 25, 2022, his annualized base salary remained unchanged since 2016, when he received his last base salary increase. In general,for 2022 was set at $900,000, and in 2023 was increased 2.8% to $925,000, which was below the viewmedian for CEOs of the Compensation Committee has been that progression in Mr. Stephenson’s compensation package,our benchmarking peer group and the total valuereflective of Mr. Stephenson’s compensation package, should be tied to the progression of his equity awards (described below under “Annual LTI Awards”) and the performance of those awards in relation to the performance of Verisk’s stock.Shavel being a recently installed CEO. In 2021,2023, base salaries for continuing NEOs other than Mr. Stephenson were modestly increased by approximately 1% on average to maintain competitive market salary levels.

 

Verisk 2022 Proxy Statement  |  27

Executive Compensation

 

The table below sets forth the annual base salaries for our NEOs for the 2020, 20212022 and 20222023 fiscal years:

 

Named Executive Officer  

 

2020 Base Salary

($)

 

   

 

2021 Base Salary

($)

 

   

 

2022 Base Salary

($)

 

 

 

Scott G. Stephenson(1)

 

  

 

 

 

 

$1,000,000

 

 

 

 

  

 

 

 

 

$1,000,000

 

 

 

 

  

 

 

 

 

$1,000,000

 

 

 

 

 

Lee M. Shavel(2)

 

  

 

 

 

 

$   656,500

 

 

 

 

  

 

 

 

 

$   663,000

 

 

 

 

  

 

 

 

 

$   663,000

 

 

 

 

 

Mark V. Anquillare

 

  

 

 

 

 

$   656,500

 

 

 

 

  

 

 

 

 

$   663,000

 

 

 

 

  

 

 

 

 

$   683,000

 

 

 

 

 

Nick Daffan

 

  

 

 

 

 

$   505,000

 

 

 

 

  

 

 

 

 

$   510,000

 

 

 

 

  

 

 

 

 

$   525,000

 

 

 

 

 

Kathy Card Beckles(3)

 

 

       

 

 

 

 

 

$   475,000

 

 

 

 

 

 

  

 

 

 

 

 

$   500,000

 

 

 

 

 

 

Named Executive Officer

 

  

 

2022 Base Salary

($)(1)

   

 

2023 Base Salary

($)

   

 

Year-over-Year
Increase

(%)

 
   

Lee M. Shavel

   $ 900,000(1)    $ 925,000    2.8% 
   

Elizabeth D. Mann

   $ 650,000(2)    $ 650,000    — 
   

Nick Daffan

   $ 525,000    $ 535,000    1.9% 
   

Kathy Card Beckles

   $ 500,000    $ 505,000    1.0% 
   

Sunita Holzer

   $ 515,000    $ 540,000    4.9% 

 

(1)

Mr. Stephenson will retire from his positionAmount above reflects the full amount of Chairman, President and CEO following the 2022 Annual Meeting and will no longer receive hisannualized base salary afterset for Mr. Shavel upon his retirement.promotion to CEO of which Mr. Shavel received a pro-rated amount based on his actual service as CEO in 2022.

(2)

UponAmount above reflects the effective datefull amount of Mr. Shavel’s appointment to CEO following the 2022 Annual Meeting, his annualannualized base salary for the remainder of 2022 will increase to $900,000 to reflect his increased role and responsibilitieswhich Ms. Mann received a pro-rated amount based on her actual service as CEO.

(3)

Ms. Card Beckles commenced employment with us on April 5, 2021.CFO in 2022.

 

Annual STI Awards

20212023 STI Financial Metrics and Individual Target Amounts

In response to the feedback we received from our shareholders, in 2018 we amended ourOur annual STI program to enhance our is pay-for-performance objectives by improving the program’s alignment driven, aligns with our communicated financial goals and improvingseeks to provide clarity for our employees and shareholders. The financial metrics that we chose for our 20212023 STI program were adjusted organic constant currency revenue growth and adjusted organic constant currency EBITDA, growth, because we believe that growing organicachieving revenue and EBITDA streams on a constant currency basistargets are the most important forms of performance and the best measure of our NEOs’ performance. Awards are paid out based on the achievement of pre-established threshold, target and maximum performance levels. As may be applicable, in calculating adjusted organic constant currency revenue and adjusted organic constant currency EBITDA, the Talent Management and Compensation Committee had discretion to eliminate the financial impact of certain items, including, among others, recent acquisitions and dispositions (including businesses held for sale), the cost of earn-out payments related to acquisitions, the effect of new accounting pronouncements, certain

nonrecurring expenses and the impact of changes in foreign currency.currency exchange rates. We believe the ability of the Talent Manage-

ment and Compensation Committee to make adjustments for these items is appropriate because we do not think our NEOs’ short-term incentive compensation should be impacted by events that do not reflect the underlying operating performance of the business. See Appendix BA for a reconciliation of the non-GAAP measures discussed herein to the most directly comparable GAAP measure.

Payouts under the 20212023 STI program were determined on a formulaic basis. In 20212023, the Talent Management and Compensation Committee determined that each NEO’s STI award would be based 40% on achievement of adjusted organic constant currency revenue amounts, 40% on adjusted organic constant currency EBITDA amounts and 20% on individual performance. The Talent Management and Compensation Committee believes this design promotes our pay-for-performance objectives by tying a portion of each NEO’s annual STI award to the accomplishment of individual pre-established operational, capital allocation and strategic goals set in advance by the Talent Management and Compensation Committee in addition to the attainment of Company financial performance objectives.

 

36 | Verisk 2024 Proxy Statement

Executive Compensation

 

The following table sets forth the levels for each of our financial metrics, as well as the resulting performance multipliers (from 0% to 200%) that were applied to the individual NEO bonus award targets at each performance level, with linear interpolation applied between performance levels.

 

  Performance Levels

 

 

Adjusted Organic

Constant Currency
Revenue Growth %

 

 

Adjusted Organic
Constant Currency
EBITDA Growth %

 

Multiplier

(as a % of target)

 

 

  Below Threshold

 

 

< 3.0%

 

 

< 3.5%

 

 

0%

 

 

  Threshold

 

 

3.0%

 

 

3.5%

 

 

50%

 

 

  Target

 

 

7.0%

 

 

7.5%

 

 

100%

 

 

  Above Target

 

 

11.0%

 

 

11.5%

 

 

150%

 

 

  Maximum

 

 

15.0%

 

 

15.5%

 

 

200%

 

28  |  Verisk 2022 Proxy Statement

Executive Compensation

 Performance Levels

 

  

Revenue

 

   

Adjusted EBITDA

 

   

 

Multiplier

(as a % of target)

 

 
   

 Below Threshold

  < $2,560   <$1,370    0% 
   

 Threshold

  $2,560   $1,370    50% 
   

 Target

  $2,633   $1,414    100% 
   

 Maximum

  $2,707   $1,458    200% 

 

20212023 STI Performance

During 2021, normalizingAdjusting for contributions from acquisitions not included in the Company’s budget, the timing of the divestiture of the Energy business, and the impact of foreign currency exchange rate changes, for the Verisk Financial Services (“VFS”) contract transition, we delivered an adjusted organic constant currency revenue growth rate of 5.4% and an adjusted organic constant currency EBITDA growth rate of 5.5%. In calculating 20212023 NEO STI awards, the Compensation Committee decided not to adjust the financial results for the negative impact of the VFS contract transition. Accordingly, for the 2021 NEO STI awards, theTalent Management and Compensation Committee applied an adjusted organic constant currencya revenue growth rateamount of 5.0%$2,657 million (for a funding factor of 75.0%)132% of target) and an adjusted organic constant currency EBITDA growth rateamount of 4.7%$1,434 million (for a funding factor of 65.0%)145% of target), which produced an aggregate funding factor of 70%.138% of target.

CEO 20212023 STI Target

In 2021,2023, the Talent Management and Compensation Committee established the CEO’s targetedtarget STI award at 150% of his base salary, or $1,500,000 which was unchanged from 2020.$1,387,500. In general, the view of the Talent Management and Compensation Committee has beenis that progression in Mr. Stephenson’sShavel’s compensation package, and the total

value of Mr. Stephenson’sShavel’s compensation package, should be tied to the progression of his equity awards (described below under “Annual LTI Awards”) and the performance of those awards in relation to the performance of Verisk’s stock.

CEO’s and Other NEOs’ 20212023 STI Outcomes

For individual NEOs, (other than Ms. Card Beckles, whose 2021 STI award is described below), the 20212023 actual STI payouts calculated from the Company’s performance in relation to the performance grid described above impliedresulted in a performance multiplier of 70%138% of each such NEO’s

respective target STI award. However, 80% of the NEO’s STI award is formulaic and 20% is based on individual performance. For the portion of the STI award that is based on individual performance goals, our NEOs are expected to work collaboratively as a team, and large differentiation on the discretionary partthis component of their annual STI award will be expected only when there are notable examples of individual overperformance or underperformance. Factors considered in evaluating such NEO’s individual performance are described below, although they were not given any specific weight.

Mr. Stephenson: continuity of operations in light of the continuing pandemic; expansion of the business model to support insurance marketing analytics; and enhanced service to the global insurance world

Mr. Shavel: strong advocacy of capital discipline throughout the enterprise; enhancement of enterprise strategic sourcing; and thorough evaluation of strategic options for non-insurance assets

Mr. Anquillare: integration of solutions across the insurance vertical; leadership of the enterprise risk function to an incident-free 2021; and effective advocacy for Verisk’s rising capabilities in the areas of six sigma quality and customer experience (CX) excellence

Mr. Daffan: continued strong steps toward the modernization of Verisk’s technical environment including wind down of the mainframe; continued migration to the cloud; higher levels of tokenization; and highest achieved levels of software patching
 

 

For 2021,2023, the individual performance portion of the STI award, which accounted for 20% of each NEO’s overall STI award, was achieved at 100% of each NEO’s target STI level.170% for Mr. Shavel, 125% for Ms. Mann, 125% for Mr. Daffan, 125% for Ms. Card Beckles, and 175% for Ms. Holzer. Accordingly, the Talent Management and Compensation Committee approved for the CEO, based on its evaluation of Mr. Stephenson’sShavel’s individual performance, and for each NEO, based on Mr. Stephenson’sShavel’s evaluation of each NEO’s individual performance and recommendation, the following amounts in respect of their 20212023 STI awards:

 

Named Executive Officer

 

  

 

2021 Target STI
Amount

($)

 

   

 

2021 Actual STI
Amount

($)

 

   

 

2021 Actual STI
Amount

(as a % of target)

 

 

 

Scott G. Stephenson

 

  

 

 

 

 

$1,500,000

 

 

 

 

  

 

 

 

 

$1,140,000

 

 

 

 

  

 

 

 

 

76

 

 

% 

 

 

Lee M. Shavel

 

  

 

 

 

 

$   828,750

 

 

 

 

  

 

 

 

 

$   629,850

 

 

 

 

  

 

 

 

 

76

 

 

% 

 

 

Mark V. Anquillare

 

  

 

 

 

 

$   828,750

 

 

 

 

  

 

 

 

 

$   629,850

 

 

 

 

  

 

 

 

 

76

 

 

% 

 

 

Nick Daffan

 

  

 

 

 

 

$   637,500

 

 

 

 

  

 

 

 

 

$   484,500

 

 

 

 

  

 

 

 

 

76

 

 

% 

 

In connection with the commencement of Ms. Card Beckles’ employment with us in April 2021, the Compensation Committee approved an annual STI award target of 100% of her base salary. Given her employment start date after the commencement of a performance year, and in consideration of her performance during 2021, the Compensation Committee approved a 2021 STI award of $475,000 for Ms. Card Beckles which equates to 100% of her 2021 target STI amount.

Verisk 2022 Proxy Statement  |  29

Executive Compensation

Named Executive Officer

 

  

 

2023 Target STI

(as a % of base
salary)

 

   

 

2023 Target STI
Amount

($)

 

   

 

2023 Actual STI
Amount

($)

 

   

 

2023 Actual STI
Amount

(as a % of target)

 

 
    

Lee M. Shavel

   150%   $1,387,500   $2,004,000    144.4% 
    

Elizabeth D. Mann

   125%   $812,500   $1,101,000    135.5% 
    

Nick Daffan

   125%   $668,750   $906,000    135.5% 
    

Kathy Card Beckles

   100%   $505,000   $684,000    135.4% 
    

Sunita Holzer

   100%   $540,000   $786,000    145.6% 

 

Annual LTI Awards

20212023 LTI Awards

In 2021, we continued the LTI program that we had implemented for senior executives in April 2018As previously announced, in response to shareholder feedback, beginning with the feedback2022 LTI Program for our senior executives, which includes our NEOs, we received fromintroduced to the LTI award mix an additional ROIC PSU award in order to promote capital allocation discipline and provide a direct incentive for our shareholders, which is comprised of 50% PSUs, 25%senior executives to deliver value to shareholders. We

also maintained within the LTI award mix the previously introduced Relative TSR PSU awards as well as stock options and 25% time-based restricted stock awards. PSUs vest over a three-year performance period, subject to the recipient’s continued service with our Company, with potential payouts ranging from 0% to 200% of target levels based on the Company’s achievement of relative TSR as compared to the companies that comprise the S&P 500 Index at the beginning of the performance period (“Relative TSR PSUs”). Stock options

and time-based restricted stock awards, vest ratably on eachwhich promote executive retention while still aligning the interests of the first four anniversariesour NEOs with those of the grant date.

In 2018, we made the decision to includeour shareholders. We believe Relative TSR PSUs in our mix of equity awards because these awards more closely alignaligns our executives’ payments to shareholder returns, and rewardrewards superior performance over companies with whom we compete for capital, while also retaining a

Verisk 2024 Proxy Statement | 37

Executive Compensation

retentive element through time-based vesting requirements. We believe the S&P 500 Index constituents are the appropriate comparator group for these awards because the index provides a sufficient number of comparator companies and represents the universe of companies with which the Company competes for investor capital.

Accordingly, the 2023 LTI award mix for our senior executives, including our NEOs, were: (i) Relative TSR PSUs (40%), (ii) ROIC PSUs (20%), (iii) restricted stock awards (20%), and

(iv) stock options (20%). 2023 LTI awards were granted on January 15, 2023.

Each of the Relative TSR PSUs and ROIC PSUs vests over a three-year performance period, subject to the recipient’s continued service with our Company, with potential payouts ranging from 0% to 200% of target levels. Stock options and time-based restricted stock awards vest ratably on each of the first four anniversaries of the grant date subject to the recipient’s continued service with our Company.

 

 

The performance period for the Relative TSR PSUs and ROIC PSUs (collectively, the “PSUs”) granted in 20212023 is January 1, 20212023 through December 31, 2023. Pursuant to the provisions of the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”) and the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”, and together with the 2013 Equity Incentive Plan, the “Equity Incentive Plans”), PSUs may, as determined by the Compensation Committee, be settled at the end of the three-year performance period in the form of (i) shares of our Common Stock, (ii) cash in an amount equal to the then fair market value of the number of shares corresponding to the number of vested PSUs on such vesting date, or (iii) a combination of both.2025. The following table setstables set forth the performance multiplier (from 0% to 200%) that will be applied to the target PSUs for each of the Relative TSR PSUs and the ROIC PSUs at the end of the performance period for each performance level, with linear interpolation applied between performance levels.

 

Performance Level

 

  

 

TSR Percentile Rank Relative to

S&P 500 Index Constituents

 

  

 

Earned Relative
TSR PSUs

(as a % of target)

 

Below Threshold

  

< 25th percentile

0%

Threshold

  

0%

25th percentile		50%

Threshold

Target

  Median100%

25th percentile

Above Target

  

50%

75th percentile		150%

Target

Maximum

  

Median

100%

Above Target

75th percentile

150%

Maximum

> 90th percentile

  

200%

Performance Level  Three-Year Incremental ROIC  

 

Earned ROIC
PSUs

(as a % of target)

  

Below Threshold

  < 8.0%  0%
  

Threshold

  8.0%  50%
  

Target

  12.0%  100%
  

Maximum

  16.0% and above  200%

The size of Mr. Stephenson’sthe CEO’s and each of our NEO’s annual grant amount for the 20212023 LTI awards was determined individually, benchmarking their positions against available market data. In light of Ms. Card Beckles’ commencement of employment with us in April 2021, and pursuant to the terms of her offer letter, Ms. Card Beckles did not receive grants under the 2021 LTI program reflecting the award mix described above. Instead, her offer letter provided for a single restricted stock award having a grant date value of $980,002 and vesting ratably in equal annual installments on each of the first four anniversaries of the July 1, 2021 grant date.

Achievement and Payouts under 20192021-2023 PSUs

In January 2022,2024, the Talent Management and Compensation Committee measured the achievement of the Relative TSR PSUs granted to our NEOs in 20192021 upon the completion of the January 1, 20192021 to December 31, 20212023 performance period.period (which were subject to the same performance levels and multipliers as the 2023 Relative TSR PSUs as described in the table above) . The Talent Management and Compensation Committee determined that the relative TSR performance metric was achieved at the 7348.13rdth percentile, resulting in a payout of 146%96.25% of target to each of our NEOs in the form of shares of Common Stock. See the 20212023 Option Exercises and Stock and PSUs Vested table on page 3746 for the number of shares acquired and value realized upon the vesting of the 20192021 PSU awards for each applicable NEO.

 

30  |  Verisk 2022 Proxy Statement

Executive Compensation

Summary of 2021 NEO STI and LTI Programs

The chart below summarizes the program features of our STI and LTI programs for our NEOs in 2021, which closely align these programs to our strategic objectives and shareholder interests.

2021 Program

Rationale

  STI

Company Financial Metrics

Adjusted Organic Constant Currency Revenue Growth

Adjusted Organic Constant Currency EBITDA Growth

Simple to communicate

Aligns to strategic plan

Requires year-over-year top-line growth

Individual Awards

Primarily formulaic based on Company performance relative to pre-established threshold, target and maximum performance levels

40% weighting on each Company Financial Metric and 20% individual performance

More transparent for employees and shareholders

Retains heavy weight on Company performance, but allows for differentiation for NEOs based on individual achievement

Primarily formulaic approach (versus discretionary plan prior to 2018), which is more consistent with market practice

  LTI

Award Mix

50% Relative TSR PSUs, 25% stock options and 25% restricted stock

Includes a mix of time-vested (25%) and performance-based (75%) equity awards

Balance absolute and relative stock price performance

Performance Metric

Relative TSR versus S&P 500 constituents, measured over a three-year period

Creates alignment with our shareholders’ interest in superior returns

Announced Changes to 2022 NEO LTI Program

As previously announced, in response to shareholder feedback, beginning with the 2022 NEO LTI Program we introduced an additional PSU award that is earned based on a 3-year incremental return-on-invested capital (“ROIC”) metric (“ROIC PSUs”) in order to promote capital allocation discipline and provide a direct incentive to deliver value to shareholders. In connection with the introduction of this 3-year incremental ROIC PSU, for 2022 the mix of LTI awards for NEOs was adjusted to be comprised of (i) 40% Relative TSR PSUs, (ii) 20% ROIC PSUs, (iii) 20% stock options and (iv) 20% restricted stock.

In addition, in connection with Mr. Shavel’s promotion to Chief Executive Officer following the 2022 Annual Meeting, in February 2022, the Board approved (i) one-time top-up awards under the LTI program consisting of the mix of awards described above for the 2022 LTI program, which awards will have an approximate aggregate grant date value of $2,836,000 (representing the pro-rated portion of the

incremental LTI award value he would have received had he been serving as Chief Executive Officer at the beginning of 2022), will be granted to Mr. Shavel upon his assumption of the role of Chief Executive Officer following the 2022 Annual Meeting and will otherwise vest in accordance with the standard terms for such awards and (ii) a one-time Relative TSR PSU award to Mr. Shavel having an aggregate grant date value of $2,000,000 which will be subject to the achievement of a relative TSR at or above the 65th percentile over the three-year performance period as compared to the companies that comprise the S&P 500 Index.

Health, Welfare and Retirement Plans

We offer standard health and welfare benefit programs including medical, dental, life, accident and disability insurance, to which we make contributions as a percentage of the associated costs. These benefits are available to substantially all of our employees and the percentage of the Company’s contribution is the same for all.

 

Verisk 2022 Proxy Statement  |  31

Executive Compensation

Our tax-qualified retirement plans during 20212023 included:

 

a combined 401(k) Savings Plan and ESOP,

 

a defined benefit pension plan with (i) a traditional final pay formula applicable to employees who were 49 years old with 15 years of service as of January 1, 2002, and (ii) a cash balance formula applicable to other employees hired prior to March 1, 2005 (effective February 29, 2012, the Company implemented a “hard freeze” of such benefits under the pension plan), and

38 | Verisk 2024 Proxy Statement

Executive Compensation

other employees hired prior to March 1, 2005 (effective February 29, 2012, the Company implemented a “hard freeze” of such benefits under the pension plan), and

 

a profit sharingprofit-sharing plan (as a component of the 401(k) Savings Plan), which is available to employees hired on or after March 1, 2005 (the Company did not make any contribution during 2021)2023).

Our nonqualified retirement plans include a supplemental pension and a supplemental savings plan for highly compensated employees, including our NEOs. The combined 401(k) Savings Plan and ESOP and the pension/profit sharing plans are broad-based plans available to substantially all of our employees, including our NEOs. The supplemental retirement plans are offered to our highly paid employees, including our NEOs, to restore to them amounts to which they would be entitled under our tax-qualified plans but which they are precluded from receiving under those plans by Internal Revenue Service limits. The supplemental retirement plans are unsecured obligations of the Company. Effective February 29, 2012, the Company implemented a “hard freeze” of the benefits under the supplemental pension plan.

We established our ESOP at the time we converted from not-for-profit to for-profit status, in order to foster an ownership culture in the Company and to strengthen the link between compensation and value created for shareholders. This plan has enabled our employees to hold an ownership interest in the Company as well as provide a stock vehicle for Company matching contributions to our 401(k) and profit sharingprofit-sharing plans, which has allowed employees to monitor directly, and profit from, the increasing value of our stock.

Change in ControlExecutive Severance AgreementsPlan and Employment Agreements

In October 2009, in connection withMarch 2022, the Talent Management and Compensation Committee adopted the Verisk Analytics, Inc. Senior Executive Severance Benefits Plan (the “Executive Severance Plan”). The purpose of the Executive Severance Plan is to provide severance pay benefits to eligible senior executives of the Company, which includes our initial public offering or IPO, we entered into Change in Control Severance Agreements with Mr. Stephenson and Mr. Anquillare. In connectionNEOs, whose employment with the hiring of Mr. Shavel as our CFOCompany is terminated involuntarily under the conditions described in November 2017, we entered into a Change in Controlthe Executive Severance Agreement with Mr. Shavel effective as of such time. In August 2021, we entered into Change in Control Severance Agreements with Mr. Daffan and Ms. Card Beckles, respectively.Plan. We believe that these agreements are desirable to retainarrangements provide the services of these individuals in whomproper retentive incentives for executives the Company has made significant investments in while also providing a significant investment.uniform baseline and process for future executive departures. For information

about the provisions of the NEOs’ change in control severance agreements,Executive Severance Plan as they apply to our NEOs, please see “Potential Payments upon Termination or Change in Control.” We have not entered in any other type of employment agreement with any of our NEOs.

Policies and Practices

Executive Stock Ownership Guidelines

Our Talent Management and Compensation Committee has adopted strict minimum equity holding requirements applicable to our executive officers, including our NEOs, as a percentagemultiple of their base salary, to further align their long-term interests with those of our shareholders. Our CEO is required to hold stock with a value of at least six times his annual base salary. NEOs other than the CEO are required to hold stock with a value of at least three times their respective annual base salary. If any of our NEOs have not met this ownership level, he or she is required to retain 50% of the after-tax value of stock acquired upon the vesting of restricted stock awards, PSUs or a stock option exercise. The “in-the-money” value of vested and unvested stock options and unvested restricted stock and PSUs held by the NEO is not included in determining compliance with the stock ownership requirement. The value of vested Company stock held by NEOs in their respective 401(k) accounts or ESOP accounts is included in determining compliance with the stock ownership requirement.

Mr. StephensonShavel currently holds stock with a value in excess of the six times base salary requirement for the CEO. Mr. Shavel, Mr. Anquillare, and Mr. Daffan each currently holdholds stock with a value in excess of the three times base salary requirement for other NEOs. Ms. Card Beckles,Mann, appointed as our recently appointed Executive Vice President General Counsel and Corporate Secretary,Chief Financial Officer in September 2022, Ms. Card Beckles, appointed as Executive Vice President and Chief Legal Officer in April 2021, and Ms. Holzer, appointed as Executive Vice President and Chief Human Relations Officer in August 2021, each currently does not yet hold stock with a value in excess of the three times base salary requirement but sheeach has complied with the requirement to retain 50% of the after-tax value of stock acquired upon the vesting of restricted stock awards or stock option exercises since the date she was appointed an executive officer.

“Clawback”Clawback Policy

The Company maintains a “clawback” policy that permitsAs of December 2023, the Board adopted and made effective the Verisk Analytics, Inc. Financial Statement Compensation Recoupment Policy (the “Clawback Policy”), a copy of Directorswhich was filed as Exhibit 97.1 to recover bonus or incentive compensation from executive officers whose fraud or misconduct resulted in a significant restatement of financial results. The policy allowsthe Company’s Annual Report on Form 10-K for the recovery or cancellationyear ended December 31, 2023. The Clawback Policy provides for the recoupment of any bonus or incentive payments (including profits realizedcertain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the saleterms and conditions set forth therein. The Clawback Policy is intended to comply with the requirements of Company securities) made to an executive officer on the basis of having met or exceeded performance targets during a period of fraudulent activity or a material misstatement of financial results if the Board of Directors determines that such a recovery or cancellation is appropriate due to intentional misconduct by the executive officer that resulted in performance targets being achieved that would not have been achieved absent such misconduct. The Board of Directors intends to review this policy when the proposed regulations promulgated by the U.S. Securities and Exchange Commission implementing the provisionsSection 10D of the Dodd-Frank Wall Street ReformExchange Act and Consumer Protection Act relating to clawback policies are finalized.Nasdaq Listing Rule 5608.

 

 

32Verisk 2024 Proxy Statement | Verisk 2022 Proxy Statement39

Executive Compensation

 

The Clawback Policy applies to all current and former Section 16 officers of the Company who served during the three fiscal years completed immediately preceding the earlier of (i) the date the Board or a Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare a financial restatement, or (ii) the date a court or regulator causes the Company to prepare a financial restatement (the “Recoupment Trigger Date”). Recoverable compensation under the Clawback Policy covers incentive compensation (a) based on “financial reporting measures,” which includes (i) measures determined and presented in accordance with accounting principles used to prepare financial statements and measures derived wholly or in part from such measures, (ii) stock price and (iii) TSR, and (b) determined based on goals attained in any of the three completed fiscal years, beginning with fiscal year 2023, preceding the Recoupment Trigger Date. Recoverable amounts under the Clawback Policy are calculated on a pre-tax basis as the excess of what was paid and what would have been paid had such payout been calculated based on the restated financial information and for compensation based on TSR or stock price, the excess must be calculated based on a reasonable estimate of the impact of such restatement on TSR or stock price.

Recovery under the Clawback Policy is mandatory with no Board discretion permitted and no employee misconduct required.

Anti-Hedging and Pledging Policies

The Company prohibits its non-employeedirectors and all employees, including its NEOs, from pledging Company securities, hedging Company securities, selling short or trading options or futures in Company securities, or purchasing Company securities on margin or holding Company securities in a margin account.

Tax and Accounting Considerations

Our Talent Management and Compensation Committee takes into consideration the accounting and tax implications of our compensation and benefit programs, including with respect to the tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code (the “Code”).

Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by public companies to certain executive officers to $1 million.

In the exercise of its business judgment, and in accordance with its compensation philosophy, our Talent Management and Compensation Committee continues to have the flexibility to award compensation that is not tax deductible if it determines that such award is in our shareholders’ best interests.

Risk Assessment Regarding Compensation Policies and Practices

When reviewing our compensation programs and approving awards under them, the Talent Management and Compensation Committee considers the potential risks associated with these policies and practices. We selected adjusted organic constant currency revenue and adjusted organic constant currency EBITDA achievement as the primary criteria for the funding of the aggregate STI award pool in 20212023 because we believe that growing organicachieving revenue and EBITDA streamstargets are the most important forms forof Company performance and the best measure of our employees’ performance. We believe these financial metrics appropriately alignsalign the interests of management with those of our shareholders, while providing an appropriate balance of risk and reward that does not encourage excessive or unnecessary risk-taking behavior. In furtherance of the Talent Management and Compensation Committee’s responsibility to determine the presence and magnitude of any

compensation-related risk, in 20212023 the Talent Management and Compensation Committee commissioned FW Cook, as independent compensation consultant, to review the Company’s annual and long-term incentive program mechanics relative to a list of standard compensation risk factors. As part of the 2023 compensation risk assessment process, the independent compensation consultant also reviewed an inventory of incentive and commission arrangements below the executive level and discussed overall plan and program design, oversight and administration with management. The Compensation Risk Assessment Report delivered by the independent compensation consultant to the Talent Management and Compensation Committee came to the conclusion that the Company’s executive compensation program does not create risks that are likely to have a material adverse impact on the Company.

In reaching this determination we and the independent compensation consultant also considered the following attributes of our programs:

 

balance between annual and longer-term performance opportunities and absolute and relative performance metrics;

 

alignment of annual and long-term incentives to ensure that the awards encourage consistent behaviors and achievable but ambitious performance results;

 

•beginning in 2018 and continuing through 2023, using a combination of 10-year stock options, restricted stock awards and PSUs, all of which vest over time;

absolute and continuing through 2021, using a combination of 10-year stock options, restricted stock awards and performance-based stock units, all of which vest over time;relative metrics have been incorporated into our PSU program allowing for the Company’s

40 | Verisk 2024 Proxy Statement

Executive Compensation

balance sheet and cost of capital to directly influence compensation outcomes, and therefore providing further balance;

 

generally providing senior executives with long-term equity-based compensation on an annual basis, as we believe that accumulating equity over a period of time encourages executives to take actions that promote the long-term sustainability of our business;

 

stock ownership guidelines that are reasonable and align the interests of the executive officers with those of our shareholders, which discourages executive officers from focusing on short-term results without regard for longer-term consequences; and

a Nasdaq-compliant “clawback” policy that permitsprovides for the Boardrecoupment of Directors to recover bonus or incentivecertain executive compensation in the event of an accounting restatement resulting from executive officers whose fraud or misconduct resulted in a significant restatement ofmaterial noncompliance with financial results, as more fully described above.reporting requirements under U.S. federal securities laws.
 

 

Talent Management and Compensation Committee Report

We, the Talent Management and Compensation Committee of the Board of Directors of Verisk Analytics, Inc., have reviewed and discussed with management the Compensation Discussion and Analysis above. Based on our review and discussions, the Talent Management and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, filed with the SEC.

Respectfully submitted,

Annell R. BayJeffrey Dailey (Chair)

Bruce HansenVincent K. Brooks

Constantine P. IordanouWendy Lane

Therese M. Vaughan

David B. WrightKimberly S. Stevenson

 

Verisk 20222024 Proxy Statement | 3341

Executive Compensation

 

Executive Compensation and Benefits

The following table sets forth information concerning the compensation paid to and earned by the Company’s NEOs for the years ended December 31, 2019, 20202021, 2022 and 2021.2023.

20212023 SUMMARY COMPENSATION TABLE

 

Name and

Principal Position

 

Year 

 

Salary 

($)

 

Bonus

($)

 

Stock 

Awards 

($)(1) 

 

Option 

Awards 

($)(2) 

 

Non-Equity 

Incentive 

Plan 

Compensation 

($)(3) 

 

 

Change in 

Pension 

Value and

Nonqualified 

Deferred 

Compensation 

Earnings 

($) 

 

All Other 

Compensation 

($) 

 

Total 

($) 

         

Scott G. Stephenson

  

 

2021

  

 

1,000,000

  

 

—

  

 

7,875,006

  

 

2,625,006

  

 

1,140,000

  

 

98,355

  

 

57,954

(4)

  

 

12,796,321

Chairman, President and

Chief Executive Officer

  

 

2020

  

 

1,000,000

  

 

—

  

 

5,625,065

  

 

1,874,942

  

 

1,389,000

  

 

73,496

  

 

50,869

(5)

  

 

10,013,372

  

 

2019

  

 

1,000,000

  

 

—

  

 

4,874,927

  

 

1,625,064

  

 

1,428,000

  

 

91,449

  

 

31,442

(6)

  

 

9,050,882

         

Lee M. Shavel

  

 

2021

  

 

663,000

  

 

—

  

 

1,920,764

  

 

640,223

  

 

629,850

  

 

—

  

 

32,015

(7)

  

 

3,885,852

Group President and

Chief Financial Officer

  

 

2020

  

 

656,500

 

  

 

—

 

  

 

1,443,713

 

  

 

481,277

  

 

759,899

  

 

—

  

 

24,434

(8)

  

 

3,365,823

  

 

2019

  

 

650,000

 

  

 

—

 

  

 

1,312,555

 

  

 

437,448

  

 

797,550

  

 

—

  

 

18,267

(9)

  

 

3,215,821

         

Mark V. Anquillare

  

 

2021

  

 

663,000

  

 

—

  

 

1,920,764

  

 

640,223

  

 

629,850

  

 

232,695

  

 

33,117

(10)

  

 

4,119,649

Group President and

Chief Operating Officer

  

 

2020

  

 

656,500

 

  

 

—

 

  

 

1,811,212

 

  

 

603,782

  

 

759,899

  

 

235,780

  

 

31,610

(11)

  

 

4,098,783

  

 

2019

  

 

650,000

 

  

 

—

 

  

 

1,724,984

 

  

 

575,016

  

 

781,300

  

 

249,951

  

 

28,707

(12)

  

 

4,009,958

         

Nick Daffan(13)

  

 

2021

  

 

510,000

  

 

—

  

 

1,260,014

  

 

419,983

  

 

484,500

  

 

—

  

 

24,739

(14)

  

 

2,699,236

Executive Vice President

and Chief Information Officer

  

 

2020

  

 

505,000

 

  

 

—

 

  

 

1,188,864

 

  

 

396,140

  

 

584,538

  

 

—

  

 

22,085

(15)

  

 

2,696,627

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

         

Kathy Card Beckles(16)

  

 

2021

  

 

352,652

  

 

300,000

(17)

  

 

980,002

  

 

—

  

 

475,000

  

 

—

  

 

17,400

(18)

  

 

2,125,054

Executive Vice President,

General Counsel and Corporate Secretary

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

Name and

Principal Position

 

Year

 

Salary

($)

  

Bonus

($)

  

Stock

Awards

($)(1)

  

Option

Awards

($)(2)

  

Non-Equity

Incentive

Plan

Compensation

($)(3)

  

Change in

Pension

Value and

Nonqualified

Deferred

 Compensation 

Earnings

($)

  

All Other

Compensation

($)

  

Total

($)

 
         

Lee M. Shavel(4)

 

2023

 

 

925,000

 

 

 

—

 

 

 

5,919,999

 

 

 

1,480,011

 

 

 

2,004,000

 

 

 

—  

 

 

 

37,556

(5) 

 

 

10,366,566

 

President and Chief Executive Officer

 

2022

 

 

806,499

(6) 

 

 

—

 

 

 

6,420,689

(7) 

 

 

1,105,324

(8) 

 

 

1,138,863

(9) 

 

 

—  

 

 

 

25,966

(10) 

 

 

9,497,341

 

 

2021

 

 

663,000

 

 

 

—

 

 

 

1,920,764

 

 

 

640,223

 

 

 

629,850

 

 

 

—  

 

 

 

32,015

(11) 

 

 

3,885,852

 

         

Elizabeth D. Mann(12)

 

2023

 

 

650,000

 

 

 

—

 

 

 

1,599,974

 

 

 

400,024

 

 

 

1,101,000

 

 

 

—  

 

 

 

31,499

(13) 

 

 

3,782,496

 

Executive Vice President and Chief Financial Officer

 

2022

 

 

192,329

(14) 

 

 

—

 

 

 

2,999,964

(15) 

 

 

—

 

 

 

633,646

(16) 

 

 

—  

 

 

 

17,400

(17) 

 

 

3,843,339

 

         

Nick Daffan

 

2023

 

 

535,000

 

 

 

—

 

 

 

1,440,070

 

 

 

359,916

 

 

 

906,000

 

 

 

—  

 

 

 

27,045

(18) 

 

 

3,268,031

 

Executive Vice President and Chief
Information Officer

 

2022

 

 

525,000

 

 

 

—

 

 

 

1,411,164

 

 

 

352,836

 

 

 

626,719

 

 

 

—  

 

 

 

26,975

(19) 

 

 

2,942,694

 

 

2021

 

 

 

510,000

 

 

 

—

 

 

 

1,260,014

 

 

 

419,983

 

 

 

484,500

 

 

 

—  

 

 

 

24,739

(20) 

 

 

2,699,236

 

         

Kathy Card Beckles(21)

 

2023

 

 

505,000

 

 

 

 

 

 

 

1,200,004

 

 

 

300,018

 

 

 

684,000

 

 

 

2,028  

 

 

 

23,734

(22) 

 

 

2,714,783

 

Executive Vice President and Chief Legal
Officer

 

2022

 

 

500,000

 

 

 

—

 

 

 

1,200,058

 

 

 

299,942

 

 

 

467,500

 

 

 

—  

 

 

 

19,062

(23) 

 

 

2,486,562

 

 

2021

 

 

 

352,652

 

 

 

300,000

(24) 

 

 

980,002

 

 

 

—

 

 

 

475,000

 

 

 

—  

 

 

 

17,400

(25) 

 

 

2,125,054

 

         

Sunita Holzer(26)

 

2023

 

 

540,000

 

 

 

—

 

 

 

999,903

 

 

 

250,086

 

 

 

786,000

 

 

 

—  

 

 

 

24,062

(27) 

 

 

2,600,052

 

Executive Vice President and Chief Human Relations Officer

  

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

(1)

This column represents the aggregate grant date fair value of (i) restricted stock awards granted in the relevant year, valued at the grant date based on the closing price of the Company’s Common Stock, and (ii) PSU awards granted in the relevant year, valued at the grant date based on the probable outcome of the performance conditions, in each case computed in accordance with ASC Subtopic 718, excluding forfeiture estimates. For a discussion of the assumptions used to calculate the amounts shown in this column see Note 17 of the Notes to our audited consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2021.2023. The actual number of PSUs earned (0% up to the maximum level of 200%) (i) for the Relative TSR PSUs depends on the Company’s future total shareholder return performance compared to companies that comprise the S&P 500 Index over the three-year performance period.period, and (ii) for the ROIC PSUs depends on the Company’s 3-year incremental return-on-invested capital. The values of each NEO’s 20192023 PSU award as of the grant date, assuming maximum achievement of the performance conditions are: Mr. Stephenson: $6,499,904; Mr. Shavel: $1,750,134; and Mr. Anquillare: $2,300,068 (see “Compensation Discussion and Analysis – Annual LTI Awards – Achievement and Payouts under 2019 PSUs” for the actual achievement of the performance conditions). The values of each NEO’s 2020 PSU award as of the grant date, assuming maximum achievement of the performance conditions are: Mr. Stephenson: $7,499,961; Mr. Shavel: $1,925,056; Mr. Anquillare: $2,415,098; and$8,880,242; Ms. Mann: $2,399,765; Mr. Daffan: $1,585,113. The values of each NEO’s 2021 PSU award as of the grant date, assuming maximum achievement of the performance conditions are: Mr. Stephenson: $10,500,139; Mr. Shavel: $2,561,173; Mr. Anquillare: $2,561,173;$2,160,159; Ms. Card Beckles: $1,779,963; and Mr. Daffan: $1,680,140.Ms. Holzer: $1,499,831.

(2)

This column represents the aggregate grant date fair value of stock option awards granted in the relevant year, computed in accordance with ASC Subtopic 718, excluding forfeiture estimates. For a discussion of the assumptions used to calculate the amounts shown in the option awards columns, see Note 17 of the Notes to our audited consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2021.2023.

(3)

The amounts in this column are cash incentive awards earned and paid under the STI program in respect of performance for the years ended December 31, 2019, 20202021, 2022 and 2021,2023, as applicable.

42 | Verisk 2024 Proxy Statement

Executive Compensation

(4)

Amount includes a 401(k) Savings Plan matching contributionMr. Shavel was promoted to the role of $17,400.Chief Executive Officer on May 25, 2022 and previously served as our Group President and Chief Financial Officer.

(5)

Amount includes a 401(k) Savings Plan matching contribution of $17,100.$19,800.

(6)

Amount includes a 401(k) Savings Plan matching contribution of $16,800.Mr. Shavel’s base salary was increased from $663,000 to $900,000 upon his promotion to Chief Executive Officer on May 25, 2022.

(7)

Amount includes (i) a 401(k) Savings Plan matching contributionrestricted stock award with a grant date value of $17,400.$567,200, (ii) a Relative TSR PSU award with a grant date value of $1,134,400, and (iii) a ROIC PSU award with a grant date value of $567,200, each of which was granted to Mr. Shavel upon his promotion to CEO in 2022 as part of a one-time top-up LTI award. Amount also includes a one-time Relative TSR PSU award with a grant date value of $2,000,000 which will be payable only upon the achievement by the Company of a relative TSR at or above the 65th percentile as compared to the companies that comprise the S&P 500 Index over a three-year performance period.

(8)

Amount includes an option award with a 401(k) Savings Plan matching contributiongrant date value of $17,100.$567,200 that was granted to Mr. Shavel upon his promotion to CEO in 2022 as part of a one-time top-up LTI award.

(9)

Amount includes a 401(k) Savings Plan matching contributionMr. Shavel’s total 2022 STI award reflects an increase of $16,800.his target from 125% to 150% of his then in-effect annual base salary, prorated for the remaining portion of the 2022 performance year during which Mr. Shavel served as CEO.

(10)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

34  |  Verisk 2022 Proxy Statement

Executive Compensation

(11)

Amount includes a 401(k) Savings Plan matching contribution of $17,100.

(12)

Amount includes a 401(k) Savings Plan matching contribution of $16,800.

(13)

Mr. Daffan qualified as a Named Executive Officer effective for the 2020 fiscal year by determination of the Board of Directors, and therefore compensation information prior to 2020 is not required to be provided under applicable SEC rules.

(14)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(15)(12)

Ms. Mann commenced her employment and was appointed Chief Financial Officer on September 15, 2022 and qualified as a Named Executive Officer for the 2022 fiscal year.

(13)

Amount includes a 401(k) Savings Plan matching contribution of $17,100.19,800.

(14)

Amount represents prorated 2022 annual base salary of $650,000.

(15)

Amount represents a one-time restricted stock award with a grant date value of $2,999,964 granted to Ms. Mann in connection with her appointment as our CFO that vests in two equal installments on the first and second anniversaries of the October 1, 2022 grant date pursuant to Ms. Mann’s employment offer letter.

(16)

Amount represents guaranteed STI award of $375,000 pursuant to Ms. Mann’s employment offer letter in recognition of the economic value Ms. Mann forfeited under her previous employer’s STI program, plus a prorated STI award for the portion of the 2022 performance year Ms. Mann was employed with the Company and was determined subject to the achievement of Company financial metrics and individual performance.

(17)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(18)

Amount includes a 401(k) Savings Plan matching contribution of $19,800.

(19)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(20)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(21)

Ms. Card Beckles commenced her employment with the Company on April 5, 2021 and qualified as a Named Executive Officer for the 2021 fiscal year.

(17)(22)

Amount includes a 401(k) Savings Plan matching contribution of $19,800.

(23)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(24)

Amount represents the sign-on bonus Ms. Card Beckles received upon the commencement of her employment pursuant to her employment offer letter.

(18)(25)

Amount includes a 401(k) Savings Plan matching contribution of $17,400.

(26)

Ms. Holzer qualified as a Named Executive Officer for the first time for the 2023 fiscal year upon determination by the Board.

(27)

Amount includes a 401(k) Savings Plan matching contribution of $19,800.

Verisk 2024 Proxy Statement | 43

Executive Compensation

Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to the NEOs during the Company’s fiscal year ended December 31, 2021.2023.

20212023 GRANTS OF PLAN BASED AWARDS

 

Name

  

Grant

Date(1)

 

 

 

 

 

 

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards

 

 

 

 

 

 

 

 

Estimated Future Payouts

Under Equity

Incentive Plan Awards

 

 

 

 

  





All Other
Stock
Awards:
Number of
Shares of
Stock or
Units





 		  





All Other
Option
Awards:
Number of
Securities
Underlying
Options





 		  




Exercise
or Base
Price of
Option
Awards
($/Sh)




 		  







Grant
Date

Fair
Value of
Stock
and
Option
Awards
($)(2)


 







 

  

Grant

Date(1)

 

 

 

 

 

 

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards

 

 

 

 

 

 

 

 

Estimated Future Payouts

Under Equity

Incentive Plan Awards

 

 

 

 

  





All Other
Stock
Awards:
Number of
Shares of
Stock or
Units





 		  





All Other
Option
Awards:
Number of
Securities
Underlying
Options





 		  




Exercise
or Base
Price of
Option
Awards
($/Sh)




 		  







Grant
Date

Fair
Value of
Stock
and
Option
Awards
($)(2)


 







 

 

Threshold

($)

 

 

  

Target

($)

 

 

  

Maximum

($)

 

 

  

Threshold

(#)

 

 

  

Target

(#)

 

 

  

Maximum

(#)

 

 

  

Threshold

($)


  

Target

($)


  

Maximum

($)


  

Threshold

(#)


  

Target

(#)


  

Maximum

(#)


 

Scott G. Stephenson

 

 

 

 

January 15, 2021

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

75,172

 

 

 

 

 

 

190.02

 

 

 

 

 

 

2,625,006

 

 

  January 15, 2021   —   —   —   —   —   —   13,814   —   —   2,624,936 
  February 16, 2021   (3)   (3)   (3)   —   —   —   —   —   —   — 
  January 15, 2021   —   —   —   12,496   24,992   49,984   —   —   —   5,250,069 
   

Lee M. Shavel

 

 

 

 

January 15, 2021

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

18,334

 

 

 

 

 

 

190.02

 

 

 

 

 

 

640,223

 

 

  January 15, 2023   —   —   —   —   —   —   —   31,034   183.95   1,480,011 
  January 15, 2021   —   —   —   —   —   —   3,369   —   —   640,177  January 15, 2023   —   —   —   —   —   —   8,045   —   —   1,479,878 
  February 16, 2021   (3)   (3)   (3)   —   —   —   —   —   —   —  February 14, 2023   (3)   (3)   (3)   —   —   —   —   —   —   — 
  January 15, 2021   —   —   —   3,048   6,096   12,192   —   —   —   1,280,587  January 15, 2023(4)   —   —   —   6,407   12,813   25,626   —   —   —   2,960,059 
   January 15, 2023(5)   

 

  

 

  

 

  4,023   8,046   16,092   —   —   —   1,480,062 

Mark V. Anquillare

 

 

 

 

January 15, 2021

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

18,334

 

 

 

 

 

 

190.02

 

 

 

 

 

 

640,223

 

 

 

Elizabeth D. Mann

  January 15, 2023   —   —   —   —   —   —   —   8,388   183.95   400,024 
 January 15, 2023   —   —   —   —   —   —   2,175   —   —   400,091 
  January 15, 2021   —   —   —   —   —   —   3,369   —   —   640,177  February 14, 2023   (3)   (3)   (3)   —   —   —   —   —   —   — 
  February 16, 2021   (3)   (3)   (3)   —   —   —   —   —   —   —  January 15, 2023(4)   —   —   —   1,731   3,462   6,924   —   —   —   799,791 
  January 15, 2021   —   —   —   3,048   6,096   12,192   —   —   —   1,280,587   January 15, 2023(5)   —   —   —   1,088   2,175   4,350   —   —   —   400,091 
   

Nick Daffan

 

 

 

 

January 15, 2021

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

12,027

 

 

 

 

 

 

190.02

 

 

 

 

 

 

419,983

 

 

  January 15, 2023   —   —   —   —   —   —   —   7,547   183.95   359,916 
  January 15, 2021   —   —   —   —   —   —   2,210   —   —   419,944  January 15, 2023   —   —   —   —   —   —   1,957   —   —   359,990 
  February 16, 2021   (3)   (3)   (3)   —   —   —   —   —   —   —  February 14, 2023   (3)   (3)   (3)   —   —   —   —   —   —   — 
  January 15, 2021   —   —   —   2,000   3,999   7,998   —   —   —   840,070  January 15, 2023(4)   —   —   —   1,559   3,117   6,234   —   —   —   720,089 

Kathy Card Beckles(4)

 

 

 

 

July 1, 2021

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

5,543

 

 

 

 

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

 

980,002

 

 

  January 15, 2023(5)   —   —   —   979   1,957   3,914   —   —   —   359,990 
 

Kathy Card Beckles

  January 15, 2023   —   —   —   —   —   —   —   6,291   183.95   300,018 
 January 15, 2023   —   —   —   —   —   —   1,631   —   —   300,022 
 February 14, 2023   (3)   (3)   (3)   —   —   —   —   —   —   — 
 January 15, 2023(4)   —   —   —   1,299   2,597   5,194   —   —   —   599,959 

  January 15, 2023(5)   —   —   —   816   1,631   3,262   —   —   —   300,022 
 

Sunita Holzer

  January 15, 2023   —   —   —   —   —   —   —   5,244   183.95   250,086 
 January 15, 2023   —   —   —   —   —   —   1,359   —   —   249,988 
 February 14, 2023   (3)   (3)   (3)   —   —   —   —   —   —   — 
 January 15, 2023(4)   —   —   —   1,082   2,164   4,328   —   —   —   499,927 

  January 15, 2023(5)   

 

  

 

  

 

  680   1,359   2,718   —   —   —   249,988 

 

(1)

The equity incentive awards reflected in this table were approved by the Talent Management and Compensation Committee on December 17, 202019, 2022 and the non-equity incentive awards reflected in this table were approved by the Compensation Committee on February 16, 2021.14, 2023.

(2)

This column represents the aggregate grant date fair value of the following awards granted in the relevant year under the 2013 Equity Incentive Plan and the 2021 Equity Incentive Plan as applicable, in accordance with ASC Subtopic 718, excluding forfeiture estimates, to the extent applicable: (i) restricted stock awards and stock option awards, valued at the closing price of the Company’s Common Stock on the applicable grant date, and (ii) PSU awards, valued based on the probable outcome of the performance conditions.conditions as of the grant date. For a discussion of the assumptions used to calculate the amounts shown in this column see Note 17 of the Notes to our audited consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2021.2023.

(3)

As described in the “Compensation Discussion and Analysis,” our NEOs are eligible for an annual incentive compensation cash award under our STI program, which will be paid out based on the achievement of pre-established threshold, target and maximum performance levels. For additional details regarding the NEO STI program, including the relevant performance factors for 2021,2023, see “Compensation Discussion and Analysis — Annual STI Awards — 20212023 STI Financial Metrics and Individual Targets”Target Amounts” and “Compensation Discussion and Analysis — Summary of 20212023 NEO STI and LTI Programs.” For the actual amounts of cash incentive awards paid to each of our NEOs under our STI program in respect of performance for 2021,2023, see the “Non-Equity Incentive Plan Compensation” column of our 20212023 Summary Compensation Table.

(4)

Ms. Card Beckles received a restricted stock awardRepresents grant in the amount set forth in the table above pursuant to her employment offer letter.of Relative TSR PSUs.

(5)

Represents grant of ROIC PSUs.

 

44 | Verisk 20222024 Proxy Statement  |  35

Executive Compensation

 

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning unexercised options, unvested restricted stock and unvested PSUs held by our NEOs as of the end of the Company’s fiscal year ended 20212023 based on a market value of $228.73$238.86 per share (our closing market price on December 31, 2021)29, 2023).

20212023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

 Option Awards(1)Stock Awards(2)     Option Awards(1)  Stock Awards(2) 
Name

Date of

Award

Grant

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock

That

Have Not

Vested

(#)

Market

Value of

Shares

or Units

of Stock

That

Have

Not

Vested

($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(3)		Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)		 

Date of

Award

Grant

   

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

  

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

  

Option

Exercise

Price ($)

  

Option

Expiration

Date

  

Number of

Shares or

Units of

Stock

That

Have Not

Vested

(#)

  

Market

Value of

Shares

or Units

of Stock

That

Have

Not

Vested

($)

  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(3)		  Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(3)		 

Scott G. Stephenson

 

4/1/2014

    

 

168,352

 

—

 

59.74

 

4/1/2024

 

—

 

—

 

—

 

—

 

Lee M. Shavel

 

 

4/1/2018

 

  

 

17,674

 

 

 

—

 

 

 

104.00

 

 

 

4/1/2028

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

4/1/2015

 

167,187

 

—

 

71.53

 

4/1/2025

 

—

 

—

 

—

 

—

  

 

4/1/2016

 

140,158

 

—

 

80.19

 

4/1/2026

 

—

 

—

 

—

 

—

 

4/1/2019

 

  

 

18,227

 

 

 

—

 

 

 

134.24

 

 

 

4/1/2029

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

4/1/2017

 

145,161

 

—

 

81.14

 

4/1/2027

 

—

 

—

 

—

 

—

 

1/15/2020

 

  

 

14,160

 

 

 

4,721

 

 

 

158.65

 

 

 

1/15/2030

 

 

 

759

 

 

 

181,295

 

 

 

—

 

 

 

—

 

 

4/1/2018

 

48,599

 

16,200

 

104.00

 

4/1/2028

 

3,306

 

756,181

 

—

 

—

 

1/15/2021

 

  

 

9,167

 

 

 

9,167

 

 

 

190.02

 

 

 

1/15/2031

 

 

 

1,685

 

 

 

402,479

 

 

 

—

 

 

 

—

 

 

4/1/2019

 

33,855

 

33,856

 

134.24

 

4/1/2029

 

6,053

 

1,384,503

 

—

 

—

 

1/15/2021

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,048

 

 

 

728,045

 

 

1/15/2020

 

18,389

 

55,167

 

158.65

 

1/15/2030

 

8,865

 

2,027,691

 

—

 

—

 

1/15/2022

 

  

 

3,189

 

 

 

9,568

 

 

 

198.15

 

 

 

1/15/2032

 

 

 

2,037

 

 

 

486,558

 

 

 

—

 

 

 

—

 

 

1/15/2020

 

—

 

—

 

—

 

—

 

—

 

—

 

9,719

 

2,222,913

 

1/15/2022

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,010

 

 

 

957,709

 

 

1/15/2021

 

—

 

75,172

 

190.02

 

1/15/2031

 

13,814

 

3,159,676

 

—

 

—

 

5/25/2022

 

  

 

3,458

 

 

 

10,376

 

 

 

170.72

 

 

 

5/25/2032

 

 

 

2,492

 

 

 

595,239

 

 

 

—

 

 

 

—

 

 

1/15/2021

 

—

 

—

 

—

 

—

 

—

 

—

 

12,496

 

2,858,210

 

5/25/2022

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,495

 

 

 

1,073,556

 

Lee M. Shavel

 

4/1/2018

 

13,255

 

4,419

 

104.00

 

4/1/2028

 

902

 

206,314

 

—

 

—

 

4/1/2019

 

 

9,113

 

9,114

 

134.24

 

4/1/2029

 

1,630

 

372,830

 

—

 

—

 

5/25/2022

(4) 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

27,457

 

 

 

6,558,379

 

 

1/15/2020

 

4,720

 

14,161

 

158.65

 

1/15/2030

 

2,275

 

520,361

 

—

 

—

 

1/15/2023

 

  

 

—

 

 

 

31,034

 

 

 

183.95

 

 

 

1/15/2033

 

 

 

8,045

 

 

 

1,921,629

 

 

 

—

 

 

 

—

 

 

1/15/2020

 

—

 

—

 

—

 

—

 

—

 

—

 

2,495

 

570,567

 

 

1/15/2023

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,430

 

 

 

2,491,190

 

 

1/15/2021

 

—

 

18,334

 

190.02

 

1/15/2031

 

3,369

 

770,591

 

—

 

—

 

1/15/2021

 

—

 

—

 

—

 

—

 

—

 

—

 

3,048

 

697,169

Mark V. Anquillare

 

4/1/2014

 

61,027

 

—

 

59.74

 

4/1/2024

 

—

 

—

 

—

 

—

 

4/1/2015

 

59,097

 

—

 

71.53

 

4/1/2025

 

—

 

—

 

—

 

—

 

4/1/2016

 

52,153

 

—

 

80.19

 

4/1/2026

 

—

 

—

 

—

 

—

 

4/1/2017

 

64,518

 

—

 

81.14

 

4/1/2027

 

—

 

—

 

—

 

—

 

4/1/2018

 

18,714

 

6,239

 

104.00

 

4/1/2028

 

1,273

 

291,173

 

—

 

—

 

4/1/2019

 

11,979

 

11,980

 

134.24

 

4/1/2029

 

2,142

 

489,940

 

—

 

—

 

1/15/2020

 

5,921

 

17,766

 

158.65

 

1/15/2030

 

2,854

 

652,795

 

—

 

—

Elizabeth D. Mann

 

 

10/1/2022

(5) 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,796

 

 

 

2,101,013

 

 

 

—

 

 

 

—

 

 

1/15/2020

 

—

 

—

 

—

 

—

 

—

 

—

 

3,130

 

715,811

 

1/15/2023

 

  

 

—

 

 

 

8,388

 

 

 

183.95

 

 

 

1/15/2033

 

 

 

2,175

 

 

 

519,521

 

 

 

—

 

 

 

—

 

 

1/15/2021

 

—

 

18,334

 

190.02

 

1/15/2031

 

3,369

 

770,591

 

—

 

—

 

 

1/15/2023

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,819

 

 

 

673,227

 

 

1/15/2021

 

—

 

—

 

—

 

—

 

—

 

—

 

3,048

 

697,169

  

Nick Daffan

 

4/1/2016

 

13,038

 

—

 

80.19

 

4/1/2026

 

—

 

—

 

—

 

—

 

 

4/1/2016

 

  

 

5,429

 

 

 

—

 

 

 

80.19

 

 

 

4/1/2026

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

4/1/2017

 

14,516

 

—

 

81.14

 

4/1/2027

 

—

 

—

 

—

 

—

  

 

4/1/2018

 

12,372

 

4,142

 

104.00

 

4/1/2028

 

842

 

192,591

 

—

 

—

 

4/1/2017

 

  

 

6,051

 

 

 

—

 

 

 

81.14

 

 

 

4/1/2027

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

7/1/2018

 

8,471

 

2,824

 

107.64

 

7/1/2028

 

581

 

132,892

 

—

 

—

 

4/1/2018

 

  

 

16,496

 

 

 

—

 

 

 

104.00

 

 

 

4/1/2028

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

4/1/2019

 

7,809

 

7,810

 

134.24

 

4/1/2029

 

1,397

 

319,536

 

—

 

—

 

7/1/2018

 

  

 

11,295

 

 

 

—

 

 

 

107.64

 

 

 

7/1/2028

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

1/15/2020

 

3,885

 

11,656

 

158.65

 

1/15/2030

 

1,874

 

428,640

 

—

 

—

 

4/1/2019

 

  

 

15,619

 

 

 

—

 

 

 

134.24

 

 

 

4/1/2029

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

1/15/2020

 

—

 

—

 

—

 

—

 

—

 

—

 

2,054

 

469,811

 

1/15/2020

 

  

 

11,655

 

 

 

3,886

 

 

 

158.65

 

 

 

1/15/2030

 

 

 

625

 

 

 

149,288

 

 

 

—

 

 

 

—

 

 

1/15/2021

 

—

 

12,027

 

190.02

 

1/15/2031

 

2,210

 

505,493

 

—

 

—

 

1/15/2021

 

  

 

6,013

 

 

 

6,014

 

 

 

190.02

 

 

 

1/15/2031

 

 

 

1,105

 

 

 

263,940

 

 

 

—

 

 

 

—

 

 

1/15/2021

 

—

 

—

 

—

 

—

 

—

 

—

 

2,000

 

457,346

 

1/15/2021

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,000

 

 

 

477,601

 

 

1/15/2022

 

  

 

2,091

 

 

 

6,274

 

 

 

198.15

 

 

 

1/15/2032

 

 

 

1,335

 

 

 

318,878

 

 

 

—

 

 

 

—

 

 

1/15/2022

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,630

 

 

 

628,082

 

 

1/15/2023

 

  

 

—

 

 

 

7,547

 

 

 

183.95

 

 

 

1/15/2033

 

 

 

1,957

 

 

 

467,449

 

 

 

—

 

 

 

—

 

 

 

1/15/2023

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,537

 

 

 

605,988

 

 

Kathy Card Beckles

 

7/1/2021

(4)

 

—

 

—

 

—

 

—

 

5,543

 

1,267,850

 

—

 

—

 

 

7/1/2021

(6) 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,772

 

 

 

662,120

 

 

 

—

 

 

 

—

 

 

1/15/2022

 

  

 

1,777

 

 

 

5,334

 

 

 

198.15

 

 

 

1/15/2032

 

 

 

1,136

 

 

 

271,345

 

 

 

—

 

 

 

—

 

 

1/15/2022

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,236

 

 

 

534,091

 

 

1/15/2023

 

  

 

—

 

 

 

6,291

 

 

 

183.95

 

 

 

1/15/2033

 

 

 

1,631

 

 

 

389,581

 

 

 

—

 

 

 

—

 

 

 

1/15/2023

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,114

 

 

 

504,950

 

 

Sunita Holzer

 

 

10/1/2021

(7) 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,500

 

 

 

597,150

 

 

 

—

 

 

 

—

 

 

1/15/2022

 

  

 

1,423

 

 

 

4,270

 

 

 

198.15

 

 

 

1/15/2032

 

 

 

909

 

 

 

217,124

 

 

 

—

 

 

 

—

 

 

1/15/2022

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,789

 

 

 

427,201

 

 

1/15/2023

 

  

 

—

 

 

 

5,244

 

 

 

183.95

 

 

 

1/15/2033

 

 

 

1,359

 

 

 

324,611

 

 

 

—

 

 

 

—

 

 

 

1/15/2023

 

  

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,762

 

 

 

420,752

 

 

(1)

The right to exercise stock options vests ratably on the first, second, third and fourth anniversaries of the date of grant.

(2)

The stock awards shown in this column are restricted stock awards that vest ratably on the first, second, third and fourth anniversaries of the date of grant.grant unless otherwise stated. The PSUs shown in this column are scheduled to vest on December 31 of the third year of the award’s respective performance period which for (a) the Relative TSR PSUs are based on the achievement of the Company’s total shareholder return performance compared to companies that comprise the S&P 500 Index over such three-year performance period, and (b) for ROIC PSUs are based on the incremental return-on-invested capital over such three-year performance period.

(3)

The number of unvested PSUs reported in this column reflects achievement of threshold performance goals.goals unless otherwise noted.

(4)

Represents a one-time Relative TSR PSU award with a grant date value of $2,000,000 which will be payable only upon the achievement by the Company of a relative total shareholder return at or above the 65th percentile as compared to the companies that comprise the S&P 500

Verisk 2024 Proxy Statement | 45

Executive Compensation

Index over a three-year performance period. Since the payout of this one-time Relative TSR PSU award is binary (0% or 100% payout), the number of unvested PSUs reported in this column reflects achievement of the performance goal resulting in the vesting of 100% of the award in shares of Common Stock.
(5)

Represents a one-time equity award in the form of shares of restricted stock that vest ratably over two years on the respective anniversary dates of the grant date.

(6)

Represents a one-time equity award in the form of shares of restricted stock that vest ratably over four years on the respective anniversary dates of the grant date.

(7)

Represents a one-time equity award in the form of shares of restricted stock that vest ratably over four years on the respective anniversary dates of the grant date.

36  |  Verisk 2022 Proxy Statement

Executive Compensation

Option Exercises and Stock and PSUs Vested

The following table sets forth information concerning each exercise of stock options and vesting of restricted stock and PSUs for the NEOs during 2021.2023. Restricted stock awards vest in four equal installments on the first, second, third and four anniversaries of their grant date. PSUs granted in 20192021 had a three-year performance period, and such awards vested on December 31, 20212023 and were settled and issued in the form of shares in January 2022.2024.

20212023 OPTION EXERCISES AND STOCK AND PSUS VESTED

 

Option AwardsStock AwardsPSUs 

 

Option Awards

  

 

Stock Awards

  

 

PSUs

 
   
Name

Number of Shares
Acquired on

Exercise (#)

Value Realized

on Exercise ($)

Number of Shares

Acquired on

Vesting (#)

Value Realized

on Vesting ($)

Number of Shares

Acquired on

Vesting (#)

Value Realized

on Vesting ($)

 

Number of Shares
Acquired on

Exercise (#)

  

Value Realized

on Exercise ($)

  

Number of Shares

Acquired on

Vesting (#)

  

Value Realized

on Vesting ($)

  

Number of Shares

Acquired on

Vesting (#)

  

Value Realized

on Vesting ($)

 
   

Scott G. Stephenson

 189,035 30,892,846 16,218 2,946,319 27,811 6,361,210
 

Lee M. Shavel

 — — 7,962 1,639,479 7,488 1,712,730  —   —   3,923   756,908   5,981   1,428,622 
   

Mark V. Anquillare

 40,959 6,679,418 6,376 1,156,178 9,841 2,250,932

Elizabeth D. Mann

  —   —   8,796   2,007,967   —   — 
   

Nick Daffan

 37,340 4,173,425 3,439 622,989 6,418 1,467,989  16,074   2,497,925   2,321   432,477   3,923   937,048 
   

Kathy Card Beckles

 — — — — — —  —   —   1,764   382,811   —   — 
 

Sunita Holzer

  —   —   1,552   350,853   —   — 

 

Pension Plans

The following table sets forth information with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement.

Eligible employees hired prior to March 1, 2005 participate in the Pension Plan for Insurance Organizations, or PPIO, a multiple-employer pension plan in which we participate. The PPIO provides a traditional final pay formula pension benefit, payable as an annuity, to employees who were 49 years old with 15 years of service as of January 1, 2002. Effective January 1, 2002, this formula benefit was frozen for all eligible employees. Effective January 1, 2002, a cash balance pension benefit, also payable as an annuity, was established under the

PPIO. Employees hired prior to January 1,

2002 receive their frozen traditional benefit as well as their cash balance benefit. Employees hired from January 1, 2002 to March 1, 2005 receive only the cash balance benefit. Effective February 29, 2012, the Company implemented a “hard freeze” of benefits under the PPIO. Accordingly, after February 29, 2012 benefits under the PPIO will no longer increase as the result of new compensation earned or continued service. The Supplemental Cash Balance Plan, or the Supplemental Plan, provides a benefit to which the participant would be entitled under the PPIO but which is subject to caps imposed by IRS regulations. Employees hired on or after March 1, 2005 were not eligible to participate in the PPIO or the Supplemental Plan. Effective February 29, 2012, the Company implemented a “hard freeze” of benefits under the Supplemental Plan.

 

 

20212023 PENSION BENEFITS

    
  NamePlan Name

  Number of Years  

  Credited Service  

(#)

Present Value of

Accumulated

Benefit

($)(1)

Payments During

Last Fiscal

Year

($)

    

  Scott G. Stephenson

PPIO

13

 

224,243

—

    

    Supplemental Plan    

13

 

796,772

—

    

  Lee M. Shavel

N/A

 

N/A

 

 

 

N/A

 

 

N/A

 

    

  Mark V. Anquillare

PPIO

21

 

512,736

—

    

Supplemental Plan

21

 

489,665

—

    

  Nick Daffan

N/A

 

N/A

 

 

 

N/A

 

 

N/A

 

    

  Kathy Card Beckles

N/A

 

N/A

 

 

 

N/A

 

 

N/A

 

 

(1)

Name

  Plan Name  

For a discussionNumber of the assumptions used to calculate the amounts shown in this column, see Note 18Years

 Credited Service 

(#)

Present Value of the Notes to our audited consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2021.

  Accumulated  

Benefit

($)

 Payments During 

Last Fiscal

Year

($)

Lee M. Shavel

N/A

N/A

N/A

N/A

Elizabeth D. Mann

N/A

N/A

N/A

N/A

Nick Daffan

N/A

N/A

N/A

N/A

Kathy Card Beckles

N/A

N/A

N/A

N/A

Sunita Holzer

N/A

N/A

N/A

N/A

 

46 | Verisk 20222024 Proxy Statement  |  37

Executive Compensation

 

Nonqualified Deferred Compensation Table

Certain highly compensated employees, including our NEOs, are eligible to participate in the Supplemental Executive Retirement Savings Plan (the “Top Hat Plan”). The Top Hat Plan allows participants to elect to defer compensation on a non-tax qualified basis and provides a vehicle for the Company to provide, on a non-tax qualified basis, matching contributions that could not be made on the participants’ behalf to the tax-qualified 401(k) Savings Plan due to limits imposed by IRS regulations. The deferred amounts are notionally invested in the same investment options selected by the participant under the 401(k) Savings Plan. Participants elect to receive payment at termination of employment or some other future date. See “Compensation Discussion and Analysis — Health, Welfare and Retirement Plans” on page 3138 for additional information.

The following table sets forth information with respect to the Top Hat Plan.

20212023 NONQUALIFIED DEFERRED COMPENSATION

 

   
Name

Executive

Contributions

in Last FY

($)(1)

Registrant

  Contributions in  

Last FY

($)

Aggregate

Earnings/

(Losses) in

Last FY

($)

Aggregate

Withdrawals/

Distributions

($)

Aggregate

Balance at

Last FYE

($)

 

Executive

Contributions

in Last FY

($)(1)

  

Registrant

Contributions in

Last FY

($)

  

Aggregate

Earnings/

(Losses) in

Last FY

($)

  

Aggregate

Withdrawals/

Distributions

($)

  

Aggregate

Balance at

Last FYE

($)

 
   

Scott G. Stephenson

 40,500 2,100 73,207 — 870,211
 

Lee M. Shavel

 — — — — —  —   —   —   —   — 
   

Mark V. Anquillare

 20,183 2,100 218,476 — 1,278,735

Elizabeth D. Mann

  —   —   —   —   — 
   

Nick Daffan

 — — — — —  —   —   —   —   — 
   

Kathy Card Beckles

 — — — — —  —   —   2,028   —   12,742 
 

Sunita Holzer

  —   —   —   —   — 

 

(1)

All amounts shown are also included in the 20212023 Summary Compensation table in the “Salary” and/or “Non-Equity Incentive Plan Compensation” column.

 

Potential Payments Upon Termination or Change in Control

Below is a description of the arrangements in place applicable to the NEOs relating to payments upon termination or change in control, other than severance payments upon termination (other than for cause) available to all salaried employees.

In October 2009,March 2022, the Talent Management and Compensation Committee adopted the Executive Severance Plan. The purpose of the Executive Severance Plan is to provide severance pay benefits to eligible senior executives of the Company, which includes our NEOs, whose employment with the Company is terminated involuntarily under the conditions described therein.

Upon a qualifying termination, which is defined as (i) an involuntary termination of the eligible executive by the Company without Cause (as defined in the Executive Severance Plan) (whether or not in connection with our IPO,a change in control), (ii) a resignation of employment by the Company entered into Changeeligible executive for Good Reason (as defined in Controlthe Executive Severance Agreements with Mr. Stephenson and Mr. Anquillare. In connection withPlan) during the hiring of Mr. Shavel as our new Chief Financial Officer, the Company entered intotwo year period following a Change in Control (as defined in the Executive Severance Agreement with Mr. Shavel effective November 2017. In August 2021, we entered into Change in Control Severance Agreements with Mr. Daffan and Ms. Card Beckles, respectively. The Change in Control Severance Agreements incorporate provisions for payments to be made toPlan), or (iii) resignation of employment by the recipients upon termination of their employmenteligible executive (whether or not in connection with a change of control. Payments will be due under these agreementscontrol), following the provision of 60 days’ prior notice and an opportunity for the Company to

cure, as a result of (a) a material adverse reduction in the eventeligible executive’s base salary, (b) a material adverse reduction in responsibilities, duties, or authority; or (c) the recipient’smaterial relocation of the eligible executive’s principal place of employment is involuntarily terminated by more than 40 miles from the Company without “cause,” or is voluntarily terminated byeligible executive’s principal place of employment, if such relocation materially increases the recipient for “good reason,” which are defined inexecutive’s commute, eligible executives shall be eligible to receive the agreements, within a two-year period following a “change in control,” which is defined in the agreements.

These agreements provide that, upon a qualifying termination event, a recipient will be entitled to:benefits:

 

(i)(1)

a pro rata STI award Severance:

•for the year of termination;

(ii)

Chief Executive Officer, a severance payment equal to two times thetwenty-four (24) months of salary at then-current base pay (paid in a one-time, lump sum amount, less lawful deductions)

•for all other eligible executives, a severance payment equal to eighteen (18) months of the recipient’ssalary at then-current base salary and target bonus amount;pay (paid in a one-time, lump sum amount, less lawful deductions)

(2)

Bonus:

 

(iii)•for the Chief Executive Officer, two times (2x) target STI award payment for the applicable year of termination (paid in a one-time, lump sum amount, less lawful deductions)

•

continuationfor all other eligible executives, one and one-half times (1.5x) target STI award payment for the applicable

Verisk 2024 Proxy Statement | 47

Executive Compensation

year of health benefits (attermination (paid in a one-time, lump sum amount, less lawful deductions)

(3)

Health Benefits: for all eligible executives, payment by the NEO’s expense)Company for 18 months;up to eighteen (18) months of the employer-portion of any COBRA premium payments (provided the eligible executive remains responsible for the employee portion in the same amount they would have paid/contributed as an active employee), and

 

(iv)(4)

immediateEquity: for all eligible executives, the acceleration and vesting at the date of any remaininga qualified termination of (x) the prorated portion of the eligible executive’s unvested time-based equity awards (except for PSUs which are subject(non-qualified stock options and restricted stock awards) at the date of a qualified termination, based upon the number of months of service prior to the terms described below)qualified termination date (taking into account any previously vested portion of the applicable award), and (y) the prorated portion of the eligible executive’s unvested PSUs at the date of a qualified termination,

based upon the number of months of service achieved by the eligible executive within a given performance period divided by the total number of months of such performance period (and which for purposes of calculation such awards’ performance level will be set at “Target”).

The Executive Severance Plan does not provide for any “single-trigger” severance payments or acceleration of equity awards solely upon a change in control of the Company. The Executive Severance Plan replaced and pro rata bonus amounts will be payable in cash, in a lump sum,superseded all prior plans, programs, understandings and arrangements providing severance-type benefits to the recipients.eligible executives, including our NEOs. Receipt of these benefits is conditioned upon the recipient executing a general release of claims against the Company, and complying with perpetual confidentiality obligations and noncompete and nonsolicitation obligations for a period of 2412 months. If these agreements had been in place at December 31, 2021, in the event of a qualifying termination, Mr. Stephenson would be entitled to cash payments totaling $6,500,000; Mr. Shavel would be entitled to cash payments totaling $3,812,250; Mr. Anquillare would be entitled to cash payments totaling $3,812,250; Mr. Daffan would be entitled to cash payments totaling $2,932,500; and Ms. Card Beckles would be entitled to cash payments totaling $2,375,000. The value of accelerated equity awards is described and quantified further below.

None of our NEOs will be entitled to excise tax gross-ups as their respective agreements dothe Executive Severance Plan does not provide for such payments.

38  |  Verisk 2022 Proxy Statement

Executive Compensation

The Equity Incentive Plans and their predecessor plan, the Verisk Analytics, Inc. 2009 Equity Incentive Plan (the “2009 Equity Incentive Plan,” together with the Equity Incentive Plans, the “Incentive Plans”), both provide that the Compensation Committee will determine and set forth in each award agreement whether any awards granted in such award agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a participant ceases to be employed by or to provide services to us (including as a director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise.

The award agreements with respect to currently outstanding options and restricted stock held by the NEOs under the Incentive Plans provide that in the event of the NEO’s death, “disability,” “retirement,” or termination of employment for “good reason” or without “cause” within two years following a “change in control” (as such terms are defined under the Incentive Plans), the options will vest and become immediately exercisable with respect to the number of unexercised shares covered by the option and the unvested shares of restricted stock will become fully vested. Based on the closing price of our Common Stock on December 31, 2021, the number of options that would become vested for our NEOs, minus the exercise price of those options, and the number of unvested restricted stock shares that would become vested for our NEOs, in the event of a qualifying termination event on December 31, 2021, the acceleration of option and restricted stock vesting would have a value of $19,323,743 for Mr. Stephenson, $4,984,572 for Mr. Shavel, $6,069,431 for Mr. Anquillare, $4,455,881 for Mr. Daffan, and $1,267,850 for Ms. Card Beckles.

The award agreements with respect to currently outstanding PSUs held by the NEOs under the Equity Incentive Plans provide that:

(1)

in the event of a NEO’s death or “disability” (as defined under the PSU award agreement), at any time during the “performance period” (as defined under the PSU award agreement), the PSUs shall immediately vest and the “performance condition” shall be deemed to have been satisfied at the target level;

(2)

in the event of a NEO’s retirement (as defined under the PSU award agreement), the PSUs shall immediately vest and the “performance condition” shall be measured at the end of the “performance period”;

(3)

in the event of a “change of control” (as defined under the PSU award agreement),

a.

(i) within the first year of the “performance period,” the “performance condition” shall be deemed to have been satisfied at the target level, or (ii) on or after the first anniversary of the commencement of the “performance period” but prior to the end of the “performance period,” the “performance condition” shall be measured from the commencement of the performance period to the date of the “change of control,” and

b.

the “service condition” shall remain in effect; provided, however, if the “change of control” is accompanied or followed by a “double trigger event” (as defined under the PSU award agreement), the PSUs shall immediately vest.

 

 

The following table sets forth the value of the PSUsseverance benefits that would have been payable to theour continuing NEOs in the event of a qualifying termination on December 31, 20212023 based on the closing price of our Common Stock of $238.86 on such date.December 29, 2023.

 

  
  Change of Control
  
   Occurrence of Double Trigger
Event
   
NameDeath or
Disability
($)

Retirement

($)(1)

Within first
year of
Performance
Period ($)		On or after first
anniversary of
Performance
Period start
($)(1)		Within first
year of
Performance
Period ($)(2)		On or after first
anniversary of
Performance
Period start
($)(1)(2)		  

Cash
 Severance  

($)

   

STI Cash
Payment

($)

   Time-Based
Equity Vesting
 Acceleration  
Value ($)		   

PSU Vesting
 Acceleration  

Value
($)

 
   

Scott G. Stephenson

 

10,251,888

 

10,251,888

 

10,251,888

 

10,251,888

 

10,251,888

 

10,251,888

 

Lee M. Shavel

 

2,558,041

 

2,558,041

 

2,558,041

 

2,558,041

 

2,558,041

 

2,558,041

   1,850,000    2,775,000    2,437,041    7,613,285 
   

Mark V. Anquillare

 

2,852,128

 

2,852,128

 

2,852,128

 

2,852,128

 

2,852,128

 

2,852,128

Elizabeth D. Mann

   975,000    1,218,750    770,280    451,622 
   

Nick Daffan

 

1,871,487

 

1,871,487

 

1,871,487

 

1,871,487

 

1,871,487

 

1,871,487

   802,500    1,003,125    1,151,729    1,225,106 
   

Kathy Card Beckles

 

—

 

—

 

—

 

—

 

—

 

—

   757,500    757,500    512,305    1,060,337 
 

Sunita Holzer

   810,000    810,000    358,228    859,437 

(1)

For purposes of measuring the achievement of the “performance condition” for the applicable “performance period,” amounts shown assume the achievement of the performance condition at the target level.

(2)

Amounts shown assume the “double trigger event” occurs on the same date as the “change of control event.”

In addition to the amounts above, each eligible executive including our NEOs, are entitled to (i) a one-time lump sum payment of $50,000, less lawful deductions and withholdings, for outplacement assistance services, and (ii) subject to: (a) a timely election by the eligible executive of continued coverage under COBRA, and (b) continued copayment by the eligible executive of premiums at the same level and cost to the eligible executive as if such individual was an active employee of the Company, continued payment by the Company of the eligible executive’s health insurance coverage for up to 18 months following a qualifying termination.

Verisk 2022 Proxy Statement  |  39

Executive Compensation

Equity Compensation Plan Information

The following table sets forth certain information, as of December 31, 2021,2023, concerning the Company’s equity compensation plans.

 

   
Plan Category

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

(a)

Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)

Number of

securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in column (a))

(c)

 

Number of

securities to be

issued upon

exercise of

outstanding

 options, warrants 

and rights

(a)

  

Weighted-average

exercise price of

 outstanding options, 

warrants and rights

(b)

  

Number of

securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

 reflected in column (a)) 

(c)

 
   

Equity compensation plans approved by security holders(1)

 

4,965,175

 

$114.03

 

14,915,295

 

 

1,615,665

 

 

 

$132.95

 

 

 

13,441,921

 

 

Equity compensation plans not approved by security holders(2)

 

66,968

 

$0.64

 

—

(3)

 

(1)

Reflects the 2021 Equity Incentive Plan and the Verisk Analytics, Inc. 2013 Equity Incentive Plan. See “Verisk Analytics, Inc. 2021 Equity Incentive Plan” included in Appendix A to the Company’s Proxy Statement on Schedule 14A, dated April 2, 2021 and “Verisk Analytics,

48 | Verisk 2024 Proxy Statement

Executive Compensation

Inc. 2013 Equity Incentive Plan” included in Appendix A to the Company’s Proxy Statement on Schedule 14A, dated April 1, 2013, respectively, and Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the material features of our 2021 Equity Incentive Plan and 2013 Equity Incentive Plan. The 2021 Equity Incentive Plan, as approved by our shareholders on May 19, 2021, replaced the 2013 Equity Incentive Plan and no further awards will behave been granted under the 2013 Equity Incentive Plan after such approval date.

(2)

Reflects the 2009 Equity Incentive Plan. See “Verisk Analytics, Inc. 2009 Equity Incentive Plan” included in our Registration Statement on the Form S-1/A filed on September 21, 2009 and Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the material features of our 2009 Equity Incentive Plan.

(3)

On May 15, 2013, the 2009 Equity Incentive Plan was terminated and no new equity awards can be granted under this plan.

 

CEO Pay Ratio

In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2021:2023:

 

the median of the annual total compensation of all our employees (except our CEO) was $72,679;$87,582;

 

the annual total compensation of our Chief Executive Officer was $12,796,321;$10,366,566; and

 

the ratio of these two amounts was 176118 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

To identifyIn calculating the median of the annual total compensation of all of our employees (other than our CEO),Chief Executive Officer) for 2023, as permitted by the Pay Ratio Rule, we first identifiedare using the same median employee we used in the 2022 pay ratio calculation, as there have been no material changes in our total employee population from whichor employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. As we disclosed in last year’s Proxy Statement, we determined our “median” employee. As we reported in Item 1, Business,that, as

in our Annual Report on Form 10-K for the year endedof December 31, 2021,2022, our employee population consisted of 9,367approximately 7,000 individuals worldwide, of which approximately 64%66% were located in the United States and 36%34% were located in jurisdictions outside the United States. Our employee population consisted of our global workforce of full-time, part-time, seasonal and temporary employees.

As permitted by the Pay Ratio Rule, we adjusted our total employee population (as described above) for purposes of identifying our “median employee” by excluding approximately 441113 of our employees located in certain jurisdictions outside

of the United States given the relatively small number of employees in those jurisdictions and the estimated costs of obtaining their compensation information, as follows: approximately 348 employees from Argentina;Costa Rica; approximately 318 employees from Austria;Singapore; approximately 11 employees from Australia; approximately 11 employees from Israel; approximately 10 employees from China; approximately 5 employees from Japan; approximately 2 employees from Bahrain; approximately 1 employee from Belgium; approximately 1 employee from Bermuda; approximately 16 employees from Brazil; approximately 36 employees from Bulgaria; approximately 69 employees from China;Denmark; approximately 2 employees from Czech Republic;Netherlands; approximately 19 employees from Denmark; approximately 5 employees1 employee from France; approximately 1 employee from Indonesia; approximately 30 employees from Ireland; approximately 13 employees from Israel;Argentina; approximately 1 employee from Italy; approximately 22 employees from Japan;Brazil; approximately 1 employee from Kazakhstan;

40  |  Verisk 2022 Proxy Statement

Executive Compensation

approximately 7 employees from Malaysia; approximately 21 employees from Mexico; approximately 28 employees from Netherlands; approximately 16 employees from New Zealand; approximately 1 employee from Nigeria; approximately 2 employees from Peru; approximately 73 employees from Poland;

approximately 39 employees from Russia; approximately 3 employees from South Africa; approximately 4 employees from South Korea;Bermuda; and approximately 1 employee from Thailand; and approximately 21 employees from United Arab Emirates.South Korea.

After taking into account the above-described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our “median employee” consisted of approximately 8,9266,886 individuals.

To identify our “median employee” from our total adjusted employee population, we compared the amount of base

wages of our employees as reflected in our payroll records. We identified our “median employee” using this compensation measure, which was consistently applied to all our employees included in the calculation.

Using the methodologies described above, we determined that our “median employee” was a full-time, salaried employee located in the United States.

Once we identified our “median employee,” we then calculated such employee’s annual total compensation for 20212023 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 20212023 (as set forth in the 20212023 Summary Compensation Table on page 3342 of this Proxy Statement). Our CEO’s annual total compensation for 20212023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 20212023 Summary Compensation Table.

 

 

Verisk 20222024 Proxy Statement | 4149

Pay Versus Performance
In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section presents the
SEC-defined
“Compensation Actually Paid” (“CAP”). Also as required by the SEC, this section compares CAP to relevant performance metrics for the Company.
Most Important Metrics Used for Linking Pay and Performance
The list below shows, in compliance with PVP regulations, the most important metrics the Company and the Talent Management and Compensation Committee used in the most recent fiscal year to link CAP to Company performance. These measures, along with others, significantly impact compensation outcomes for the NEOs.
 Metrics
 Adjusted EBITDA
 Revenue
 Relative TSR
 Incremental ROIC
We consider Adjusted EBITDA to be the most important financial measure used to link CAP with performance in 2023 because it (1) measures our ability to balance revenue achievement with cost management and investing for future growth, (2) is used to determine 40% of the annual STI award payout for our NEOs, and (3) is strongly correlated to our stock price performance. Accordingly, Adjusted EBITDA is our Company Selected Measure reported in the table below. See Appendix A for a reconciliation of the
non-GAAP
measures discussed herein to the most directly comparable GAAP measure.
Pay versus Performance Table
In accordance with the SEC’s PVP rules, the following table sets forth the compensation for the PEO and the average compensation for the other NEOs, both as reported in the 2023 Summary Compensation Table (“SCT”) above in this Proxy Statement and with certain adjustments to reflect the CAP to such individuals, for each of 2023, 2022, 2021, and 2020. The table also provides information on the Company cumulative TSR, the cumulative TSR of the Company’s peer group, GAAP Net Income and Adjusted EBITDA.
Year(1)
 
 
Summary Compensation
Table Total for PEO
 
  
 
Compensation Actually Paid
to PEO(2)(3)(4)
 
  
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
  
Average
Compensation
Actually
Paid to
Non-PEO

NEOs(2)(3)(4)
  
 
Value of Initial
Fixed $100
Investment
Based on:
 
  
GAAP
Net
Income
($M)(6)
  
Adjusted
EBITDA
(7)
 
 
Stephenson
  
Shavel
  
Stephenson
  
Shavel
  
Verisk
TSR
(f)
  
Peer
Group
TSR (5)
(g)
 
(a)
 
(b)
  
(b)
  
(c)
  
(c)
  
(d)
  
(e)
  
(h)
  
(i)
 
          
2023  N/A  $10,366,566   N/A  $21,717,026  $3,090,834  $5,238,100  $164.08  $151.16  $614  $1,433 
          
2022 $11,539,051  $9,497,341  ($6,332,838)  $6,732,273  $4,134,272  $2,547,625  $120.44  $117.78  $954  $1,285 
          
2021 $12,796,321   N/A  $16,416,053   N/A  $3,207,448  $3,917,525  $155.07  $153.33  $666  $1,248 
          
2020 $10,013,372   N/A  $27,909,134   N/A  $3,262,117  $7,939,143  $139.89  $128.58  $713  $1,376 
(1)
Scott G. Stephenson was the PEO in 2020, 2021 and from January 1, 2022 through his retirement on May 25, 2022. Beginning on May 25, 2022, Lee M. Shavel was the PEO. For 2023, the
non-PEO
NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Sunita Holzer. For 2022, the
non-PEO
NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2021, the
non-PEO
NEOs included Lee M. Shavel, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2020, the
non-PEO
NEOs included Lee M. Shavel, Nick Daffan, Mark V. Anquillare and Kenneth E. Thompson.
50 | Verisk 2024 Proxy Statement
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Pay Versus Performance
(2)SEC rules require certain adjustments be made to the amounts reported in the Summary Compensation Table to determine CAP, as reported in the PVP table above. The following tables detail the applicable adjustments that were made to determine CAP by deducting and adding the following amounts from the “Total” column of the Summary Compensation Table and does not reflect the actual amounts of compensation earned by or paid to such NEOs during the applicable year.
  
PEO SCT Total to CAP Reconciliation
 
2023
  
2022
  
2021
  
2020
 
 
Shavel
  
Stephenson
  
Shavel
  
Stephenson
  
Stephenson
 
   
Summary Compensation Table Total $10,366,566  $11,539,051  $9,497,341  $12,796,321  $10,013,372 
   
Deduction for SCT “Stock Awards” column value ($5,919,999)  ($8,400,001)  ($6,420,689)  ($7,875,006)  ($5,625,065) 
   
Deduction for SCT “Option Awards” column value ($1,480,011)  ($2,100,016)  ($1,105,324)  ($2,625,006)  ($1,874,942) 
   
Deduction for SCT “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column value $0  $0  $0  ($98,355)  ($73,496) 
   
Total Deductions from SCT
 
($
7,400,010
) 
 
($
10,500,017
) 
 
($
7,526,013
) 
 
($
10,598,367
) 
 
($
7,573,503
) 
   
Increase for service cost and prior service cost for pension plans $0  $0  $0  $0  $0 
   
Increase for
year-end
fair value of unvested equity granted during the year
 $11,356,589  $2,686,913  $7,539,174  $14,021,396  $13,298,392 
   
Increase /(deduction) for change in fair value of unvested equity granted in prior years $6,371,264  ($3,245,127)  ($1,743,448)  $2,539,694  $10,128,267 
   
Increase for vesting date fair value of equity granted and vested during the year $0  $1,751,269  $0  $0  $0 
   
Increase /(deduction) for change in fair value of vested equity granted in prior years $1,022,617  ($8,564,927)  ($1,034,781)  ($2,342,991)  $2,042,605 
   
Increase based on value of dividends not otherwise reflected in fair value or total compensation $0  $0  $0  $0  $0 
   
Total Adjustments
 
$
18,750,470
 
 
($
7,371,873
) 
 
$
4,760,945
 
 
$
14,218,099
 
 
$
25,469,265
 
   
Compensation Actually Paid
(SCT minus deductions plus total adjustments)
 $21,717,026  ($6,332,838)  $6,732,273  $16,416,053  $27,909,134 
   
Average
Non-PEO
NEO SCT Total to CAP Reconciliation
 
2023
  
2022
  
2021
  
2020
 
   
Summary Compensation Table Total $3,090,834  $4,134,272  $3,207,448  $3,262,117 
   
Deduction for SCT “Stock Awards” column value ($1,309,988)  ($2,690,771)  ($1,520,386)  ($1,373,430) 
   
Deduction for SCT “Option Awards” column value ($327,511)  ($297,717)  ($425,107)  ($457,820) 
   
Deduction for SCT “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column value $0  $0  ($58,174)  ($66,761) 
   
Total Deductions from SCT
 
($
1,637,499
) 
 
($
2,988,488
) 
 
($
2,003,667
) 
 
($
1,898,011
) 
   
Increase for service cost and prior service cost for pension plans $0  $0  $0  $0 
   
Increase for
year-end
fair value of unvested equity granted during the year
 $2,513,010  $2,821,246  $2,587,735  $3,247,054 
   
Increase /(deduction) for change in fair value of unvested equity granted in prior years $947,600  ($835,414)  $551,657  $2,768,097 
   
Increase for vesting date fair value of equity granted and vested during the year $0  $0  $0  $0 
   
Increase /(deduction) for change in fair value of vested equity granted in prior years $324,155  ($583,991)  ($425,648)  $559,886 
   
Increase based on value of dividends not otherwise reflected in fair value or total compensation $0  $0  $0  $0 
   
Total Adjustments
 
$
3,784,765
 
 
$
1,401,841
 
 
$
2,713,744
 
 
$
6,575,037
 
   
Compensation Actually Paid
(SCT minus deductions plus total adjustments)
 $5,238,100  $2,547,625  $3,917,525  $7,939,143 
Verisk 2024 Proxy Statement | 51
Table of Contents
Pay Versus Performance
(3)The fair value of PSUs reporting for CAP purposes in columns (c) and (e) assumes estimated performance results as of the end of each fiscal year for internal metrics (i.e., EBITDA & ROIC) and Monte Carlo simulation valuation model for market metrics (i.e., TSR vs. performance peer group), in accordance with FASB ASC 718. PSUs will ultimately vest based on measured performance through the end of the three-year performance period for the relevant metrics.
(4)The fair value of stock option awards reporting for CAP purposes in columns (c) and (e) was determined using the Black-Scholes option pricing model using materially the same assumptions as disclosed at the initial grant.
(5)
Reflects the total shareholder return indexed to $100 per share for the fourteen-company peer group we use for executive compensation benchmarking purposes which is also the industry line peer group reported in our Annual Report on Form
10-K
for the year ended December 31, 2023. Two companies in the peer group from the prior year Pay versus Performance disclosure (CoreLogic and IHS Markit) are no longer publicly-traded and were replaced in the current peer group. The comparable cumulative total shareholder return for the prior peer group for the periods starting on January 1, 2020 and ending on December 31
st
of the following years would be: 2020 ($127.85), 2021 ($154.89), 2022 ($119.74), and 2023 ($156.83).
(6)
Reflects “Net Income” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form
10-K
for each of the applicable years.
(7)
Reflects the Adjusted EBITDA amounts for each applicable year as set forth in our earnings
release
filed as an exhibit in our Current Report on Form
8-K
for each of the applicable years. In 2023, our Talent Management and Compensation Committee used Adjusted EBITDA on an absolute dollar basis, and in years 2020-2022 used Adjusted EBITDA year-over-year percentage growth rates, to determine our NEOs STI outcomes. EBITDA represents GAAP Net Income from continuing operations adjusted for (i) depreciation and amortization of fixed assets; (ii) amortization of intangible assets; (iii) interest expense; and (iv) provision for income taxes. Adjusted EBITDA represents EBITDA adjusted for acquisition-related costs (earn-outs), gain/loss from dispositions (which includes businesses held for sale), and nonrecurring gain/loss. Adjusted EBITDA was subject to further normalization by our Talent Management and Compensation Committee in 2023 to eliminate the financial impact of certain items, including, among others, contributions from acquisitions not included in the Company’s budget, the timing of the divestiture of the Energy business, and the impact of foreign currency exchange rate changes.
Pay versus Performance Description of Relationships
We align pay with Company performance to support our
pay-for-performance
culture that links funding for STI and LTI programs to Company performance measured against predetermined goals. Moreover, individual employee performance is considered in determining individual awards. The year-over-year changes in CAP are primarily due to the result of our stock performance and varying levels of achievement
against pre-established
performance goals under the STI and LTI programs as described in the CD&A above.
52 | Verisk 2024 Proxy Statement
Table of Contents
Pay Versus Performance
Relationship Between Compensation Actually Paid and Company TSR, and Comparison of Peer TSR versus Company TSR
The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Company’s cumulative TSR during the four most recently completed fiscal years, as well as a comparison of the Company’s cumulative TSR over the same period to that of the fourteen-company peer group we use for executive compensation benchmarking purposes which is also the industry line peer group reported in our Annual Report on Form
10-K
for the year ended December 31, 2023.
LOGO
Verisk 2024 Proxy Statement | 53
Table of Contents
Pay Versus Performance
Relationship Between Compensation Actually Paid and GAAP Net Income
The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Net Income during the four most recently completed fiscal years.
LOGO
54 | Verisk 2024 Proxy Statement
Table of Contents
Pay Versus Performance
Relationship Between Compensation Actually Paid and Adjusted EBITDA
The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.
LOGO
Verisk 2024 Proxy Statement | 55

Certain Relationships and Related Transactions

 

Customer Relationships

In 2023, we received fees from Farmers Group, Inc. in the amount of $10,865,569 for our property estimating, underwriting and rating, extreme events and claims solutions. Jeffrey Dailey, one of our directors, was CEO of Farmers Group, Inc. until his retirement at the end of 2022 and he continued to serve as its Chairman of the Board until June 30, 2023.

Statement of Policy Regarding Transactions with Related Persons

There were no related person transactions in 2021.

Our Board of Directors has adopted a written statement of policy regarding transactions with related persons and has designated the Governance, Corporate Sustainability and Nominating Committee to oversee it. Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to the corporate secretaryCorporate Secretary any “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest). The corporate secretaryCorporate Secretary will then promptly communicate that information to the Governance, Corporate Sustainability and Nominating

Committee, which must approve or ratify any related person transactions. Any directors interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have an interest. In reviewing a transaction, the Governance, Corporate Sustainability and Nominating Committee will consider all relevant facts and circumstances, including without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to the Company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. No related person transaction will be approved or ratified unless, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders.

 

 

4256 | Verisk 20222024 Proxy Statement

Item 3 2 — Approval of the Compensation

of the Company’s Named Executive Officers

on an Advisory, Non-binding Basis

 

At the 20172023 Annual Meeting of Shareholders, we conducted an advisory, non-binding vote regarding the frequency with which we would seek approval of the compensation of our named executive officers. At such meeting, shareholders expressed their preference for an annual vote on executive compensation on an advisory, non-binding basis and, consistent with this preference, the Board of Directors determined that we would conduct such a vote on an annual basis. Accordingly, and pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to approve the compensation of our named executive officers for 20212023 as disclosed in this Proxy Statement on an advisory, non-binding basis (“say-on-pay”) through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 20222024 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because your vote is advisory, it will not be binding on the Board of Directors and will not overrule any decision by the Board of Directors or require the Board of Directors to take

any action. However, the Board of Directors and the Talent Management and Compensation Committee will take into account the outcome of the say-on-pay vote when considering future executive compensation decisions for named executive officers.

The Talent Management and Compensation Committee believes that the Company’s compensation programs and policies and the compensation decisions for 20212023 described in this Proxy Statement, including the Compensation Discussion and Analysis, appropriately reward our named executive officers for their and the Company’s performance and will assist the Company in retaining our senior leadership team. You are strongly encouraged to read the full details of our executive compensation programs and policies under the section titled “Executive Compensation” above.

Our Board unanimously recommends a vote “FOR” the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. Proxies solicited by the Board will be voted “FOR” this resolution unless otherwise instructed. Broker non-votes will not be counted in determining the results of the vote.

 

Verisk 20222024 Proxy Statement | 4357

Item 4 3 — Ratification of the Appointment of Verisk’s Independent Auditor

 

The Audit Committee appointed Deloitte & Touche LLP (Deloitte(“Deloitte & Touche)Touche”) as independent auditors for 20222024 and presents this selection to the shareholders for ratification. Deloitte & Touche will audit our consolidated financial statements for 20222024 and perform other permissible, preapproved services.

A Deloitte & Touche representative will attend the 20222024 Annual Meeting to respond to your questions and will have the opportunity to make a statement. The Audit Committee

will consider the result of the vote, but may decide to continue to retain Deloitte & Touche or appoint a different auditor regardless of the vote outcome if the Audit Committee believes it is in the best interest of the Company.

Our Board unanimously recommends a vote “FOR” the ratification of Deloitte & Touche’s appointment as our independent auditor. Proxies solicited by the Board will be voted “FOR” this ratification unless otherwise instructed.

Independent Auditor’s Fees. The following table summarizes the aggregate fees (including related expenses, in thousands) billed in 20212023 and 20202022 for professional services provided by Deloitte & Touche.

 

 

2021

 

 

2020

 

  

 

2023

 

   

 

2022

 

 

Audit fees(1)

 

 

 

 

$2,295  

 

 

 

 

$

 

2,311  

 

  

 

$

 

 

2,554 

 

 

 

  

 

$

 

 

2,408  

 

 

 

Audit-related fees(2)

 

 

 

 

     650  

 

 

 

 

 

 

 

839  

 

 

 

  

 

 

 

 

726 

 

 

 

  

 

 

 

 

3,991 

 

 

 

Tax fees(3)

 

 

 

 

     734  

 

 

 

 

 

 

 

649  

 

 

 

  

 

 

 

 

1,382 

 

 

 

 

  

 

 

 

 

1,243 

 

 

 

 

 

 

 

 

   

 

 
      

Total

 

 

 

$3,679  

 

 

$

 

3,799  

 

  

 

$

 

4,661 

 

  

 

$

 

7,642 

 

 

 

 

 

 

   

 

 
      

 

(1)

Audit fees consisted of fees billed for audits of our consolidated financial statements included in our Annual Reports on Form 10-K and in our Registration Statements on Form S-3 and Form S-8, and reviews of the interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q.

(2)

Audit-related fees consisted of fees incurred in conjunction with regulatory audits, due diligence, accounting consultations and audits related to acquisitions and dispositions.dispositions, and amounts for 2022 reflect additional services required in connection with the dispositions of the 3E, VFS and Energy businesses.

(3)

Includes tax compliance and other tax services not related to the audit.audit, and amounts for 2022 reflect additional services required in connection with the dispositions of the 3E, VFS and Energy businesses.

 

Preapproval Policy of the Audit Committee of Services Performed by Independent Auditor

The Audit Committee has implemented preapproval policies and procedures related to the provision of audit and nonaudit services by the independent auditor to ensure that the services do not impair the auditor’s independence. Under these procedures, the Audit Committee preapproves both the type of services to be provided by the independent auditor and the

estimated fees related to those services. During the preapproval process, the Audit Committee considers the impact of the types of services and the related fees on the

independence of the auditor. Even if a service has received general preapproval, if it involves a fee in excess of $350,000 or relates to tax planning and advice, it requires a separate preapproval, which may be delegated to the ChairmanChair of the Audit Committee so long as the entire Audit Committee is informed at its next meeting. The services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with SEC and PCAOB rules and regulations. In accordance with this preapproval policy, all audit and nonaudit services were preapproved by the Audit Committee in 2021.2023.

 

 

4458 | Verisk 20222024 Proxy Statement

Audit Committee Report

 

The Audit Committee operates under a written charter adopted by the Board. The charter is available on our website at the “Corporate Governance“Governance — Governance Documents” link under the “Investors” link at www.verisk.com. The Audit Committee is responsible for the oversight of the integrity of the Company’s consolidated financial statements, the Company’s system of internal control over financial reporting, the Company’s policies and practices with respect to risk assessment and risk management in coordination with the Risk Committee, the qualifications and independence of the Company’s independent registered public accounting firm (independent auditor), and the performance of the Company’s internal auditor and independent auditor and the Company’s compliance with legal and regulatory requirements.auditor. The Audit Committee has the sole authority and responsibility to appoint, compensate, evaluate and, when appropriate, replace the Company’s independent auditor. In making such determinations, the Audit Committee considers, among other things, the recommendations of management of the Company. The Board has determined that all of the Audit Committee’s members are independent under the applicable independence standards of the Nasdaq listing rules and the Exchange Act.

The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. Management is responsible for the financial reporting process, including the system of internal controls, and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The Company’s independent auditor, Deloitte & Touche, is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee the financial reporting process and the Company’s internal control over financial reporting. The Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management, the internal auditor and the independent auditor.

The Audit Committee held eightseven meetings during 2021,2023, and has met in 20222024 to discuss the Company’s financial statements for the year ended December 31, 2021.2023. With respect to the year ended December 31, 2021,2023, the Audit Committee, among other things:

 

reviewed and discussed the Company’s quarterly earnings releases;

 

reviewed and discussed (i) the quarterly unaudited consolidated financial statements and related notes and (ii) the audited consolidated financial statements and related notes for the year ended December 31, 2021 with management and Deloitte & Touche;

and (ii) the audited consolidated financial statements and related notes for the year ended December 31, 2023 with management and Deloitte & Touche;

reviewed and discussed the annual plan and scope of work of the independent auditor;

 

reviewed and discussed the annual plan and scope of work of the internal auditor and summaries of significant reports to management by the internal auditor;

 

met with Deloitte & Touche, the internal auditor,Chief Internal Auditor, the General CounselChief Legal Officer, the Chief Financial Officer and Company management in executive sessions;

 

reviewed and discussed certain critical accounting policies; and

 

reviewed business and financial market conditions, including an assessment of risks posed to the Company’s operations and financial condition.condition;

reviewed and strengthened risk oversight with management by instituting processes such as a risk review calendar and dashboard that focused on mission critical risks in coordination with other Committees;

reviewed the results of the Company’s annual greenhouse gas emissions inventory.

These reviews included discussions with management and the independent auditor of the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s consolidated financial statements, including the disclosures relating to critical accounting policies.

The Audit Committee discussed with Deloitte & Touche matters that independent registered public accounting firms must discuss with audit committees under generally accepted auditing standards and the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

The Audit Committee has received the written disclosures and the letter from Deloitte & Touche required by applicable requirements of the PCAOB regarding its communications with the Audit Committee concerning independence, and represented that it is independent from the Company. The Audit Committee discussed with Deloitte & Touche their independence from the Company and considered if services they provided to the Company beyond those rendered in connection with their audit of the Company’s consolidated financial statements, and reviews of the Company’s interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q, compromise independence.

During 2021, the Audit Committee received regular updates on the amount of fees and scope of audit and audit-related services provided. In addition, the Audit Committee reviewed and approved audit and non-audit services provided by Deloitte & Touche pursuant to the preapproval policies and procedures related to the provision of audit and non-audit services by the independent auditor as described above under “Preapproval Policy of the Audit Committee of Services Performed by Independent Auditor.”

 

 

Verisk 20222024 Proxy Statement | 4559

Audit Committee Report

 

During 2023, the Audit Committee received regular updates on the amount of fees and scope of audit and audit-related services provided. In addition, the Audit Committee reviewed and approved audit and non-audit services provided by Deloitte & Touche pursuant to the preapproval policies and procedures related to the provision of audit and non-audit services by the independent auditor as described above under “Preapproval Policy of the Audit Committee of Services Performed by Independent Auditor.”

Based on the Audit Committee’s review and these meetings, discussions and reports discussed above, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 20212023 be included in the Company’s Annual Report on Form 10-K. The Audit Committee also appointed Deloitte & Touche as the Company’s independent auditor for 20222024 and is presenting the appointment to the shareholders for ratification.

Respectfully submitted,

Bruce HansenKathleen Hogenson (Chair)

Vincent K. Brooks

Laura K. Ipsen

Samuel G. Liss

David B. WrightOlumide Soroye

Therese Vaughan

 

4660 | Verisk 20222024 Proxy Statement

Item 4 — Shareholder Proposal Requesting a Simple Majority Vote

LOGO

This proposal was submitted by John Chevedden. The address and shareholdings of Mr. Chevedden will be provided promptly upon receipt of a written or oral request.

For the reasons set forth following the proposal, the Board makes no recommendation on this shareholder proposal requesting a simple majority vote.

Shareholder Proposal

Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School.

Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).

The overwhelming shareholder support for this proposal topic at hundreds of major companies raises the question of why Verisk Analytics had not initiated this proposal topic earlier.

Please vote yes:

Simple Majority Vote – Proposal Item 4

Board Makes No Recommendation

The Board is interested in understanding the viewpoints of its shareholders and makes no recommendation with respect to this proposal. The Board will carefully evaluate the voting results, together with any additional shareholder input received in the course of shareholder engagement, in determining the appropriate course of action.

Shareholders should be aware that only one provision in our Certificate of Incorporation imposes more than a simple majority vote standard. At least two-thirds of the outstanding shares of common stock is required to amend Article Sixth, the provision prohibiting any insurer group from beneficially owning more than ten percent (10%) of the outstanding shares of the Company. This ownership percentage restriction is narrowly focused as it only applies to insurer groups and does not apply to any other shareholders or potential shareholders.

Given the Company’s role as a leading data, analytics, and technology provider serving clients in the insurance ecosystem, this single supermajority threshold reflects the importance of the Company’s commitment to neutrality to, and independence from, its insurance industry clients. The Company is subject to insurance regulation in all 50 states, and the ability of any insurer group to acquire control of the Company through accumulating more than 10% ownership of our shares could give any one insurer group outsized influence and jeopardize the Company’s commitment to neutrality and independence.

Shareholders should note that this proposal is advisory in nature only and approval of this proposal would not, by itself, implement a simple majority voting standard. To implement a simple majority voting standard, the Board and shareholders would need to take further action.

Verisk 2024 Proxy Statement | 61

Shareholder Proposals and Nominations

 

Shareholder Proposals for the 20232025 Annual Meeting.  Shareholders intending to present a proposal at the 20232025 Annual Meeting and have it included in our proxy statement for that meeting under Rule 14a-8 must submit the proposal in writing to Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686. We must receive the proposal no later than December [ ], 2022.6, 2024.

Shareholder Nominations or Other Proposals for the 20232025 Annual Meeting. Pursuant to our proxy access bylaw provision, one, or a group of up to 20 shareholders who, in the aggregate, own continuously for at least three years, shares of our company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in our proxy materials director nominees constituting the greater of two or up to 20% of our Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our bylaws. Notice of proxy access director nominees must be received by our Corporate Secretary at the address above no earlier than November [    ], 20226, 2024 and no later than December [    ], 2022,6, 2024, assuming we do not change the date of our 2023

2025 Annual Meeting by more than 30 days before or after the anniversary date of our 20222024 Annual Meeting.

Shareholders of record wishing to present a proposal or nomination at the 20232025 Annual Meeting, but not requiring the proposal be included in our proxy statement, must comply with the requirements set forth in our bylaws. For the 20232025 Annual Meeting, shareholders of record must submit the nomination or proposal, in writing, no earlier than February 24, 2023,14, 2025, and no later than March 26, 2023.16, 2025. As required by our bylaws, the written notice must demonstrate that it is being submitted by a shareholder of record of Verisk. For nominations, it must include information about the director candidate such as name, age, business address, principal occupation, principal qualifications and other relevant biographical information. In addition, the shareholder must confirm his or her candidate’s consent to serve as a director. Shareholders must send nominations to the Governance, Corporate Sustainability and Nominating Committee, c/o Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686. In addition to complying with the provisions of our bylaws, to nominate directors shareholders must give timely notice that complies with the additional requirements for Rule 14a-19, and which must be received no later than March 17, 2025.

 

 

62 | Verisk 20222024 Proxy Statement  |  47

Additional Voting Information

 

Submitting Voting Instructions for Shares Held Through a Broker. If you hold shares through a broker, follow the voting instructions you receive from your broker. If you do not submit voting instructions to your broker, your broker may still be permitted to vote your shares in some cases. New York Stock Exchange (NYSE) member brokers may vote your shares as described below:

 

 • Discretionary Items. The ratification of the appointment of Verisk’s independent auditor is a “discretionary” item. NYSE member brokers that do not receive instructions from beneficial owners may vote on this proposal in their discretion, subject to any voting policies adopted by the broker holding your shares.

 

 • Nondiscretionary Items. The election of directors, the approval of the Declassification Amendment, and the approval of the compensation of the Company’s named executive officersSay-on-Pay proposal on an advisory, non-binding basis, and the shareholder proposal requesting a simple majority vote are considered “non-discretionary” items. NYSE members that do not receive instructions from beneficial owners may not vote on these proposals on their behalf.

If you do not submit voting instructions and your broker does not have discretion to vote your shares on a matter, your broker will not be able to vote on that matter (referred to as broker non-votes). Your shares will not be counted in determining the outcome of the vote on that matter. Therefore, if you hold your shares through a broker, it is critically important that you submit your voting instructions if you want your shares to count in the election of directors, the approval of the Declassification Amendment,Say-on-Pay proposal, and the approval of the compensation of named executive officers on an advisory, non-binding basis.shareholder proposal requesting a simple majority vote.

Submitting Voting Instructions for Shares Held in Your Name. If you hold shares as a record holder, you may vote by submitting a proxy for your shares by mail, telephone or Internet as described on the proxy card. The deadline for submitting your proxy via the Internet or by telephone is 11:59 p.m., EDT, on May 24, 2022.14, 2024. Submitting your proxy will not limit your right to vote during at the 20222024 Annual Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you submit a signed proxy card without indicating your vote, the person voting the proxy will vote your shares according to the Board’s recommendations.

Submitting Voting Instructions for Shares held in the ESOP. Participants who hold shares indirectly through the ISO 401(k) Savings and Employee Stock Ownership Plan may instruct the Plan Trustee, GreatBanc Trust Company, how to vote all shares of Verisk Common Stock allocated to their accounts. The Plan Trustee will vote the ESOP shares for which it has not received instruction in its discretion, in the best interests of ESOP participants. All votes will be kept confidential and individual votes will not be disclosed to management unless required by law.

Revoking Your Proxy. You can revoke your proxy at any time before your shares are voted by (1) delivering a written revocation notice prior to the 20222024 Annual Meeting to the Corporate Secretary, Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, New Jersey 07310; (2) submitting a later proxy that we receive no later than the conclusion of voting at the annual meeting; or (3) voting during the virtual 20222024 Annual Meeting. Attending the virtual 20222024 Annual Meeting does not revoke your proxy unless you vote online during the meeting.

 

 

48Verisk 2024 Proxy Statement | Verisk 2022 Proxy Statement63

Other Matters

 

Other Business. We do not know of any other matters that may be presented for action at the meeting other than those described in this Proxy Statement. If any other matter is properly brought before the meeting, the proxy holders will vote on such matter in their discretion.

Cost of Soliciting Your Proxy. We will pay the expenses for the preparation and mailing of the proxy materials and the solicitation by the Board of your proxy. Our directors, officers and employees, who will receive no additional compensation for soliciting, may solicit your proxy, in person or by telephone, mail, facsimile or other means of communication.

Shareholders Sharing an Address. Consistent with notices sent to record shareholders sharing a single address, we are sending only one Notice, Annual Report and Proxy Statement to that address unless we received contrary instructions from any shareholder at that address. This “householding” practice reduces our printing and postage costs. Shareholders may request or discontinue householding or may request a separate copy of the Notice, Annual Report or Proxy Statement as follows:

 

Record shareholders wishing to discontinue or begin householding, should contact our Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686.

 

Shareholders owning their shares through a bank, broker or other holder of record who wish to either discontinue or begin householding should contact their record holder.

 

Any householded shareholder may request prompt delivery of a copy of the Annual Report or Proxy Statement by contacting us at (201) 469-4327 or may
 •

Any householded shareholder may request prompt delivery of a copy of the Annual Report or Proxy Statement by contacting us at (201) 469-4327 or may write to us at Investor Relations, Verisk Analytics, Inc.,

545 Washington Blvd., Jersey City, NJ 07310-1686. Instructions for requesting such materials are also included in the Notice.

Consent to Electronic Delivery of Annual Meeting Materials. Shareholders and ESOP participants can access this Proxy Statement and our Annual Report on Form 10-K via the Internet at www.proxyvote.com by following the instructions outlined on the secure web site. For future annual meetings of shareholders, shareholders can consent to accessing their proxy materials, including the Notice of Internet Availability of Proxy Materials, the proxy statement and the annual report, electronically in lieu of receiving them by mail. To receive materials electronically you will need access to a computer and an e-mail account. To sign up for electronic delivery, when voting using the Internet at www.proxyvote.com, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

Registered shareholders that wish to revoke their request for electronic delivery at any time without charge should contact our Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686 or contact us at (201) 469-2992.469-2964.

If you hold your shares through a bank, brokerage firm or other nominee and you have not already done so, you can choose this electronic delivery option by contacting your nominee. You may update your electronic address by contacting your nominee.

Disclaimer. Information contained on our website is not incorporated by reference into this Proxy Statement or any other report filed with the SEC.

 

 

Verisk 2022 Proxy Statement  |  49

Appendix A — Amendment to Certificate of Incorporation to Provide for the Annual Election of Directors1

[proposed deletions are indicated by strikeouts and proposed additions are indicated by underlining]

AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION

OF

VERISK ANALYTICS, INC.

Pursuant to the provisions of § 242 and § 245 of the

General Corporation Law of the State of Delaware

1. The present name of the corporation is Verisk Analytics, Inc. (the “Corporation”). The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was May 23, 2008.

2. The Amended Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety as set forth in the Amended and Restated Certificate of Incorporation hereinafter provided for.

3. The Amended and Restated Certificate of Incorporation herein certified has been duly adopted by the stockholders in accordance with the provisions of § 228, 242, and 245 of the General Corporation Law of the State of Delaware.

4. This Certificate shall become effective upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

5. The Amended and Restated Certificate Incorporation of the Corporation shall, at the effective time, read as follows:

(originally incorporated on May 23, 2008)

FIRST: Name. The name of the corporation is Verisk Analytics, Inc. (the “Corporation”).

SECOND: Registered Office and Registered Agent. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

FOURTH: Capital Stock. (a) The total number of shares of stock which the Corporation shall have authority to issue is 2,080,000,000, consisting of 2,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 80,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

(b) Upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Filing Time”), each share of Class A Common Stock, par value $0.001 of the Corporation issued and outstanding immediately prior thereto, shall be automatically reclassified as one validly issued, fully paid and non—assessable share of Common Stock without any further action on the part of the Corporation or by the holder thereof. Each certificate formerly representing a share or shares of Class A Common Stock shall automatically represent from and after the Filing Time, without any further action on the part of the Corporation or any holder thereof, a number of shares of Common Stock equal to the number of shares of Class A Common Stock represented by such certificate immediately prior to the Filing Time.

(c) Each holder of the Class A Common Stock may exchange with the Corporation each certificate evidencing such Class A Common Stock held by such holder for a certificate evidencing the Common Stock to be issued pursuant to Section (b) of this ARTICLE FOURTH. The reclassification of the Class A Common Stock will be deemed to occur at the Filing Time, regardless of when any certificates previously representing such shares of Class A Common Stock (if such shares are held in certificated form) are physically surrendered to the Corporation in exchange for certificates representing such new Common Stock.

1

Shareholders are being asked to approve and adopt only the amendments to Article Ninth of this Restated Certificate of Incorporation. If the amendments to Article Ninth are so approved and adopted and become effective, the Company will later file with the Delaware Secretary of State this Restated Certificate of Incorporation that effects the other changes highlighted in this Appendix A.

5064 | Verisk 20222024 Proxy Statement

Appendix A

(d) The Board of Directors is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase or decrease the number of shares of any such class or series to the extent permitted by the Delaware Law.

FIFTH: Reserved.

SIXTH: Limitations on Beneficial Ownership.

(a) No Insurer Group shall Beneficially Own more than ten percent (10%) of the aggregate outstanding shares of Common Stock.

(b) If any Transfer is purportedly effected which, if effective, would result in any Insurer Group Beneficially Owning shares of Common Stock in violation of Section (a) of this ARTICLE SIXTH, then the intended Transferee shall acquire no rights in respect of the shares in excess of the amount permitted by Section (a) of this ARTICLE SIXTH, including, without limitation, voting rights or rights to dividends or other distributions with respect to such shares and, subject to Section (e) of this ARTICLE SIXTH, the Transfer of that number of shares of Common Stock that otherwise would cause any Insurer Group to violate Section (a) of this ARTICLE SIXTH shall be null and void ab initio.

(c) If the Board of Directors shall at any time determine in good faith that a Transfer or other event has purportedly taken place that, if effected would result in a violation of Section (a) of this ARTICLE SIXTH or that an Insurer Group intends to acquire or has attempted to acquire Beneficial Ownership of any shares of Common Stock in violation of Section (a) of this ARTICLE SIXTH (whether or not such violation is intended), such shares of Common Stock shall be redeemable for cash or property or exchangeable for other shares of capital stock of the Corporation, in each case, at the option of, and for the amount determined by, the Board of Directors in good faith and in its sole discretion, and the Board of Directors shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section (a) of this ARTICLE SIXTH shall be null and void ab initio irrespective of any action (or non-action) by the Board of Directors.

(d) An Insurer Group who acquires or attempts or intends to acquire Beneficial Ownership of shares of Common Stock that will or may violate Section (a) of this ARTICLE SIXTH shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation.

(e) Nothing in this ARTICLE SIXTH shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange, The Nasdaq Stock Market or any other securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this ARTICLE SIXTH and any Transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this ARTICLE SIXTH.

(f) The Corporation is authorized specifically to seek equitable relief, including injunctive and necessary relief, to enforce the provisions of this ARTICLE SIXTH.

(g) No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing as authorized by the Board of Directors.

(h) In the case of an ambiguity in the application of any of the provisions of this ARTICLE SIXTH, the Board of Directors shall have the power to determine, in good faith and in its sole discretion, the application of the provisions of this ARTICLE SIXTH, to any situation based on the facts known to it. In the event Section (c) of this ARTICLE SIXTH requires an action by the Board of Directors and this Certificate of Incorporation fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this ARTICLE SIXTH.

Verisk 2022 Proxy Statement  |  51

Appendix A

SEVENTH: Rights and Preferences. (a) Subject to Section (b) of ARTICLE SIXTH, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock.

(b) Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over, or the right to participate with, the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board of Directors in its discretion shall determine. All holders of outstanding shares of Common Stock shall be entitled to participate ratably in any dividend or distribution paid on the Common Stock (regardless of class or series) and no dividend or distribution may be declared or paid on any class or series of Common Stock unless an equivalent dividend is contemporaneously declared and paid on each other class and series of Common Stock.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock, if any, shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder. For the purposes of this Section (c) of this ARTICLE SEVENTH, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more other corporations shall be deemed to be a liquidation, dissolution or winding-up of the Corporation, voluntary or involuntary, unless such voluntary sale, conveyance, exchange, transfer, merger or consolidation shall be in connection with a dissolution or winding-up of the business of the Corporation.

(d) In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for, converted into, or otherwise changed into other stock or securities, or the right to receive cash or any other property, such shares of Common Stock shall be exchanged for or changed into the same per share amount of stock, securities, cash or any other property, as the case may be, into which or for which each share of any other class of Common Stock is exchanged or changed.

EIGHTH: Bylaws. The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

NINTH: Board of Directors. (a) The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than seven nor more than fifteen directors, the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

(b) The directors shall be and are divided into three Classes, designated Class I, Class II and Class III. Each Class shall consist, as nearly as may be possible, of one-third of the total numberclasses, with the terms of the classes elected at the annual meetings of stockholders held in 2019, 2020 and 2021, respectively, expiring at the third annual meeting of stockholders held after the election of such class of directors constituting the entire Board of Directors. Each director; provided that such division shall terminate at the 2024 annual meeting of stockholders. Notwithstanding the preceding sentence, each director elected by stockholders at or after the 2022 annual meeting of stockholders shall serve for a term ending onexpiring at the date of the thirdfirst annual meeting of stockholders next following the annual meeting at whichheld after such director was elected’s election. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. In the event of any change in the number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class.In no event will a decrease in the number of directors shorten the term of any incumbent director.

(c) There shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

(d) Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term of the Classclass to which such director shall have been elected, or, following the 2022 annual meeting of stockholders, directors so elected shall hold office for a term expiring at the first annual meeting of stockholders held after such director’s election.

52  |  Verisk 2022 Proxy Statement

Appendix A

(e) No director may be removed from office by the stockholders except for causewith the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directorsthereon, voting together as a single class. Directors may be removed by stockholders with or without cause.

(f) Notwithstanding the foregoing, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH applicable thereto, and such directors so elected shall not be subject to the provisions of this ARTICLE NINTH unless otherwise provided therein.

(g) In no event may a majority of (i) the Board of Directors, (ii) a committee of the Board of Directors or (iii) any Class of the Board of Directors, be employed by the Corporation or by an Insurer Group.

(h) Subject to Section (d) of this ARTICLE NINTH, in no event may a majority of directors constituting a quorum of the Board of Directors or a quorum of a committee of the Board of Directors be employed by the Corporation or by an Insurer Group.

TENTH: Action By Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law, as amended from time to time, and may not be taken by written consent of stockholders without a meeting.

ELEVENTH: Special Meetings. Special meetings of the stockholders may be called by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President or the Secretary of the Corporation and may not be called by any other person. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH hereto, special meetings of holders of such Preferred Stock for purposes of election of such directors.

TWELFTH: Indemnification. (1) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware Law.

(2)(a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this ARTICLE TWELFTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law. The right to indemnification conferred in this ARTICLE TWELFTH shall be a contract right.

(b) The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law.

(3) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

(4) The rights and authority conferred in this ARTICLE TWELFTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(5) Neither the amendment nor repeal of this ARTICLE TWELFTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE TWELFTH in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

Verisk 2022 Proxy Statement  |  53

Appendix A

THIRTEENTH: Amendments. The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power; provided, however, that no provision of ARTICLE SIXTH may be amended, altered, repealed, or otherwise modified, and no provision of this Certificate of Incorporation inconsistent with any such provisions may be adopted, whether by means of formal amendment thereto or by means of any merger, consolidation, amalgamation, other business combination or otherwise, without the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of Common Stock.

FOURTEENTH: Definitions. Capitalized terms used and not otherwise defined in this Certificate of Incorporation shall have their respective meanings as defined below:

“Beneficially Own” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934 (or any successor rules), except that in calculating the beneficial ownership of any particular Insurer Group such Insurer Group will be deemed to have beneficial ownership of all securities that such Insurer Group has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition; provided that Common Stock held by any person for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of such Insurer Group’s business shall not be deemed to be Beneficially Owned by such person. The terms “Beneficially Owns,” “Beneficial Ownership” and “Beneficially Owned” have a corresponding meaning.

“Insurer Group” means any insurance company whose primary activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies or any other entity controlling, controlled by or under common ownership, management or control with such insurer or reinsurer.

“Transfer” means any issuance, sale, transfer, gift, assignment, distribution, devise or other disposition, directly or indirectly, by operation of law or otherwise, as well as any other event that causes any person to acquire Beneficial Ownership of Common Stock or the right to vote Common Stock, or any agreement to take any such actions or cause any such events, including (a) any offer, pledge, sale, contract to sell, the sale of any option or contract to purchase, the purchase of any option or contract to sell, the grant of any option, right or warrant to purchase, loan, or any other transfer or disposition of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is described in clause (a) or (b) above or is to be settled by delivery of Common Stock or such other securities, in cash or otherwise and (c) transfers of interests in other entities that result in changes in Beneficial Ownership of Common Stock, in each case, whether voluntary or involuntary, whether owned of record, or Beneficially Owned and whether by merger, operation of law or otherwise. The terms “Transferring,” “Transferred,” “Transferee” and “Transferor” shall have the correlative meanings.

IN WITNESS WHEREOF, this amended and restated certificate of incorporationRestated Certificate of Incorporation, which only restates and integrates and does not further amendsamend the provisions of the amended and restated certificate of incorporation of this corporationCertificate of Incorporation, as heretofore amended or supplemented, there being no discrepancy between such Certificate of Incorporation, as so amended and supplemented, and the provisions hereof, and having been duly adopted in accordance with Sections 242 andSection 245 of the General Corporation Law of the State of Delaware, has been executed by its corporate secretaryduly authorized officer as of the day of May, 20152022.

VERISK ANALYTICS, INC.
By:
[Name]
[Title]

54  |  Verisk 2022 Proxy Statement

Appendix B — Reconciliation of GAAP and Non-GAAP Financial Measures

 

The Company has provided certain non-GAAP financial information as supplemental information regarding its operating results. These measures are not in accordance with, or an alternative for, U.S. GAAP and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures meas-

ures provides useful information to management and

investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company uses certain non-GAAP measures such as adjusted organic constant currency revenue growth and adjusted organic constant currencyAdjusted EBITDA growth as performance metrics in determining executive compensation.

 

 

Below is a reconciliation of the GAAP and non-GAAP financial measures discussed in the Compensation Discussion and Analysis section of this Proxy Statement.

(in millions)

 

   

 

2021

 

   

 

2020

 

 

 

  Revenues

 

  

 

 

 

 

$2,999

 

 

 

 

  

 

 

 

 

$2,785

 

 

 

 

 

  Revenues from acquisitions and dispositions

 

  

 

 

 

 

(62

 

 

) 

 

  

 

 

 

 

(8

 

 

) 

 

  

 

 

   

 

 

 
  

 

  Organic revenues

 

  

 

 

 

 

$2,937

 

 

 

 

  

 

 

 

 

$2,777

 

 

 

 

  

 

 

   

 

 

 
  

 

  Net income

 

  

 

 

 

 

$666

 

 

 

 

  

 

 

 

 

$713

 

 

 

 

 

  Depreciation and amortization of fixed assets

 

  

 

 

 

 

207

 

 

 

 

  

 

 

 

 

192

 

 

 

 

 

  Amortization of intangible assets

 

  

 

 

 

 

177

 

 

 

 

  

 

 

 

 

166

 

 

 

 

 

  Interest expense

 

  

 

 

 

 

127

 

 

 

 

  

 

 

 

 

138

 

 

 

 

 

  Provision for income taxes

 

  

 

 

 

 

209

 

 

 

 

  

 

 

 

 

185

 

 

 

 

  

 

 

   

 

 

 
  

 

  EBITDA

 

  

 

 

 

 

1,386

 

 

 

 

  

 

 

 

 

1,394

 

 

 

 

  

 

 

   

 

 

 
  

 

  Impairment loss

 

  

 

 

 

 

134

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

  Litigation reserve

 

  

 

 

 

 

(50

 

 

) 

 

  

 

 

 

 

—

 

 

 

 

 

  Acquisition-related costs (earn-outs)

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

2

 

 

 

 

 

  Gain from dispositions

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

(19

 

 

) 

 

  

 

 

   

 

 

 
  

 

  Adjusted EBITDA

 

  

 

 

 

 

1,470

 

 

 

 

  

 

 

 

 

1,377

 

 

 

 

  

 

 

   

 

 

 
  

 

  Adjusted EBITDA from acquisitions and dispositions

 

  

 

 

 

 

(16

 

 

) 

 

  

 

 

 

 

4

 

 

 

 

  

 

 

   

 

 

 
  

 

  Organic adjusted EBITDA

 

  

 

 

 

 

$1,454

 

 

 

 

  

 

 

 

 

$1,381

 

 

 

 

  

 

 

   

 

 

 
  

 

 

   

 

 

 
  

  

 

Growth

 

  

 

2023

 

   

 

2022

 

 

Net income

  

 

 

 

 

$614.4

 

 

 

 

  

 

 

 

 

$954.3

 

 

 

 

Less: (Loss) from discontinued operations, net of tax benefit (expense)

  

 

 

 

 

(154.0

 

 

) 

 

  

 

 

 

 

(87.8

 

 

) 

 

 

        Twelve Months Ended        

 

 

Twelve Months Ended 

 

   

 

 

December 31,

 

December 31, 2021

 

  

Income from continuing operations

  

 

 

 

 

768.4

 

 

 

 

  

 

 

 

 

1,042.1

 

 

 

 

2021

 

2020

 

Reported

 

 

Organic 

Constant 

Currency 

 

 

   

 

 

Revenues

 

 

 

 

$2,999

 

 

 

 

 

 

 

$2,785

 

 

 

 

 

 

 

7.7

 

 

%

 

 

 

 

 

5.0

 

 

%

 

 

Depreciation and amortization of fixed assets

  

 

 

 

 

206.8

 

 

 

 

  

 

 

 

 

164.2

 

 

 

 

Amortization of intangible assets

  

 

 

 

 

74.6

 

 

 

 

  

 

 

 

 

74.4

 

 

 

 

 

Interest expense

  

 

 

 

 

115.5

 

 

 

 

  

 

 

 

 

138.8

 

 

 

 

 

Provision for income taxes

  

 

 

 

 

258.8

 

 

 

 

   

 

220.3

 

 

 

 

   

 

 
 

EBITDA

  

 

 

 

 

1,424.1

 

 

 

 

  

 

 

 

 

1,639.8

 

 

 

 

 

   

 

 
 

Impairment loss

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

73.7

 

 

 

 

Impairment of cost-based investments

  

 

 

 

 

6.5

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

Litigation reserve

Litigation reserve

Litigation reserve

Litigation reserve

Litigation reserve

Litigation reserve

Litigation reserve

Litigation reserve

  

 

 

 

 

38.2

 

 

 

 

  

 

 

 

 

—

 

 

 

 

 

Acquisition-related costs (earn-outs)

  

 

 

 

 

(19.4

 

 

) 

 

  

 

 

 

 

(2.9

 

 

) 

 

Severance expense

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

1.8

 

 

 

 

(Gain) directly related to dispositions from continuing operations

  

 

 

 

 

(15.9

 

 

) 

 

  

 

 

 

 

(427.9

 

 

) 

 

 

   

 

 
 

Adjusted EBITDA

 

 

 

 

$1,470

 

 

 

 

 

 

 

$1,377

 

 

 

 

 

 

 

6.8

 

 

%

 

 

 

 

 

4.7

 

 

%

 

  

 

 

 

 

1,433.5

 

 

 

 

  

 

 

 

 

1,284.5

 

 

 

 

 

   

 

 
 

Adjusted EBITDA from acquisitions and dispositions

  

 

 

 

 

(8.1

 

 

) 

 

  

 

 

 

 

(13.2

 

 

) 

 

 

   

 

 
 

Organic adjusted EBITDA

   

 

$1,425.4

 

 

 

  

 

 

 

 

$1,271.3

 

 

 

 

 

   

 

 
 

 

Verisk 20222024 Proxy Statement | 5565

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VeriskSCAN TO VIEW MATERIALS & VOTE w VERISK ANALYTICS, INC. VOTE BY INTERNET 545 WASHINGTON BOULEVARD Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above JERSEY CITY, NJ 07310 Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 14, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 10, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/VRSK2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 14, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 10, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V43055-P07608 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY VERISK ANALYTICS, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain For Against Abstain 1a. Vincent K. Brooks 1j. Kimberly S. Stevenson 1b. Jeffrey Dailey 1k. Therese M. Vaughan 1c. Bruce Hansen The Board of Directors recommends you vote FOR the For Against Abstain following proposals: 1d. Gregory Hendrick 2. To approve executive compensation on an advisory, non-binding basis. 1e. Kathleen A. Hogenson 3. To ratify the appointment of Deloitte & Touche LLP as our independent auditor for the 2024 fiscal year. 1f. Wendy Lane The Board of Directors makes no recommendation for the For Against Abstain following proposal: 1g. Samuel G. Liss 4. Shareholder Proposal - Simple Majority Vote 1h. Lee M. Shavel NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. THE PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN 1i. Olumide Soroye THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND ABSTAIN ON ITEM 4. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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YOUR VOTE IS IMPORTANT! You can vote in one of three ways: 1. Call toll-free 1-800-690-6903 on a Touch-Tone telephone and follow the instructions on the reverse side. There is NO CHARGE to you for this call. or 2. Vote by Internet at our Internet Address: www.proxyvote.com or 3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope. PLEASE VOTE Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com V43056-P07608 VERISK ANALYTICS, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 15, 2024 The undersigned hereby appoints Kathy Card Beckles and Thomas C. Wong, and each of them, as Proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of Verisk Analytics, Inc. 545 Washington Boulevard, Jersey City, NJ 07310-1686 201-469-3000 www.verisk.comheld of record by the undersigned as of March 18, 2024, at the Annual Meeting of Shareholders to be held at 8:00 a.m., Eastern Time, virtually at www.virtualshareholdermeeting.com/VRSK2024 on May 15, 2024 or any adjournment thereof. This instruction and proxy card is also solicited by the Board of Directors of Verisk Analytics, Inc. (the “Company”) for use at the Annual Meeting of Shareholders on May 15, 2024 at 8:00 a.m., Eastern Time from persons who participate in the ISO 401(k) Savings and Employee Stock Ownership Plan (the “ESOP”). Broadridge Financial Solutions, Inc. (“Broadridge”), as agent for GreatBanc Trust Company, the Trustee for the ESOP, will hold your voting instructions in confidence and will not divulge or release specific information regarding your instructions to officers or employees of the Company, except to the extent required by law. The shares of Company stock allocated to your ESOP account will be voted as directed. If no direction is made or if your completed proxy card is not received by Broadridge by May 10, 2024, the Trustee will vote the shares allocated to your plan account in its sole discretion or as directed by the plan sponsor. For shares voted by mail, this instruction and proxy card is to be returned to the tabulation agent (Broadridge, 51 Mercedes Way, Edgewood, NY 11717) by May 14, 2024. For shares voted by phone or Internet, the deadline is 11:59 p.m. Eastern Time on May 14, 2024. Continued and to be signed on reverse side

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