Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
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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
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Letter from our Independent Chair Dear Shareholders, I invite you to participate in Consistent Growth, Strategic Engagement In 2024, Risk Oversight and Board Refreshment In 2024, the Board strengthened its risk oversight by forming a new Risk Committee which oversees risk assessment and risk management, reviews with management matters relating to the policies, practices and outcomes that relate to risk management such as the strategic approach to cyber and information security, and oversees We express our deep gratitude to As the Board continues to strive for the right mix of backgrounds, experience, qualifications and skills to oversee and address the key issues and opportunities facing |
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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, Independent Chair |
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Notice of 2025 Annual Meeting of Shareholders
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of
Proposal |
Board Recommendation | Page | ||||
1 |
Elect eleven (11) members of the Board of Directors to serve one-yearterms; |
FOR each nominee |
4 | |||
2 |
Approve the compensation of the Company's named executive officers on an advisory, non-bindingbasis ("Say-on-Pay"); | FOR | 57 | |||
3 |
Ratify the appointment of |
FOR | 58 | |||
4 |
To vote on the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company; | FOR | 61 | |||
5 |
To vote on the management proposal to eliminate supermajority voting standards for certain business combinations; | FOR | 62 | |||
6 |
To vote on the management proposal to limit certain liability of officers as permitted by |
FOR | 64 | |||
7 |
To vote on the management proposal to enable the ability of one or more shareholders as a group owning 25% of the Company's common stock to call special meetings of shareholders; and | FOR | 65 | |||
8 |
To vote on a shareholder proposal, if properly presented at the meeting. | AGAINST | 68 | |||
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 approval of the compensation of the Company's named executive officers on an advisory, non-binding basis, the ratification of the appointment of the auditor, the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, the management proposal to eliminate the supermajority voting standards for certain business combinations, the management proposal to limit certain liability of officers as permitted by
We are pleased to take advantage of the
The Notice of Internet Availability of Proxy Materials is being sent to certain of our shareholders beginning on or about
On behalf of the Board of Directors,
Assistant General Counsel and Corporate Secretary |
Meeting Information Date and Time Location www.virtualshareholdermeeting. com/VRSK2025 Record Date Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended |
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Proxy Statement
We are making this Proxy Statement available in connection with the solicitation of proxies by our Board of Directors for the 2025 Annual Meeting of Shareholders (the "2025 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
Annual Meeting Information
Date and Location
We will hold the 2025 Annual Meeting on
Admission, Voting and Submitting Questions
Only record or beneficial owners of shares of
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-inand 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 2025 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 2025 Annual Meeting is
Notice of Electronic Availability of Proxy Materials
Pursuant to the rules adopted by the
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.
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Voting Information
Voting Information
Record and Beneficial Owners
If your shares are registered directly in your name with our transfer agent,
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 |
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Proposal 1: Electing Eleven Members of the Board of Directors |
Majority of votes cast | No effect | No effect | |||
Proposal 2: Approving the Compensation of the Company's Named Executive Officers on an Advisory, Non-bindingBasis ("Say-on-Pay") |
Affirmative vote of a majority of shares present or repre sented by proxy and entitled to vote thereon |
Vote against | No effect | |||
Proposal 3: Ratifying the Appointment of |
Affirmative vote of a majority of shares present or repre sented by proxy and entitled to vote thereon |
Vote against | None -
Brokers have discretion to vote |
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Proposal 4: Management Proposal to Eliminate Supermajority Voting Standards for Limitation on Beneficial Ownership of the Company |
Affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of common stock |
Vote against | Vote against | |||
Proposal 5: Management Proposal to Eliminate Supermajority Voting Standards for Certain Business Combinations |
Affirmative vote of a majority of shares outstanding and entitled to vote thereon |
Vote against | Vote against | |||
Proposal 6: Management Proposal to Limit Certain Liability of Officers as Permitted by Delaware Law |
Affirmative vote of a majority of shares outstanding and entitled to vote thereon |
Vote against | Vote against | |||
Proposal 7: Management Proposal to Enable the Ability of One or More Shareholders as a Group Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders |
Affirmative vote of a majority of shares outstanding and entitled to vote thereon |
Vote against | Vote against | |||
Proposal 8: Shareholder Proposal to Support Shareholder Ability to Call for a Special Shareholder Meeting |
Affirmative vote of a majority of shares present or repre sented by proxy and entitled to vote thereon |
Vote against | No effect |
2 | Verisk 2025 Proxy Statement
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Voting Information
Votes Required to Elect Incumbent 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.
Votes Required to Elect New Nominees
Since
"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-voteswith respect to any nominee for director will have no effect on the election of directors. Shares voting "abstain" on the other proposals will have the effect of a vote against the proposal. Broker non-voteswill not be counted in determining the results of the vote on any of the matters where brokers cannot vote (proposal 3). Broker non-voteswill have no effect on proposals 1, 2, and 8 and will have the effect of a vote against proposals 4, 5, 6, and 7. Both abstentions and broker non-voteswill be counted as present at the 2025 Annual Meeting for purposes of determining a quorum.
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Item 1 - Election of Directors
Each person elected as a director at the 2025 Annual Meeting will serve a one-yearterm 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. Current incumbent directors
Neither
The eleven nominees for election at the 2025 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
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 nominees for election at the 2025 Annual Meeting as a whole will possess the right backgrounds, experience, qualifications and skills to oversee and address the key issues facing the Company. The Board demographics below assume all 11 nominees are elected at the 2025 Annual Meeting.
4 | Verisk 2025 Proxy Statement
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Item 1 - Election of Directors
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 immediately following this matrix.
Skills | ||||||||||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||
Insurance Industry Experience in insurance company operations, understanding of market dynamics and trends, including innovation in underwriting, claims, risk finance, and distribution systems. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |||||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |||||||||||||||||
Talent Management and Compensation Expertise in workforce management, including workforce planning, compensation management, leadership development, culture, promoting diversity, and change management. |
🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||||||
Global Perspective Leadership experience in global roles at complex organizations including oversight of international issues and operations in the geographic regions where we operate. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||
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 sustainability issues. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||||
Regulatory Compliance/ Government Experience in operating in similarly regulated industries, interacting with regulators, policy makers and/or working in government or regulatory agencies. |
🌑 | 🌑 | 🌑 | |||||||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |||||||||||||||||
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. |
🌑 | 🌑 | 🌑 | 🌑 | 🌑 |
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Item 1 - Election of Directors
Nominees for Election at the 2025 Annual Meeting
Nominees for one-yearterms continuing until 2026
Retired Chief Executive Officer, Independent Director Age:68 Director since:2022 Committees: • Talent Management and Compensation (Chair) • Finance and Investment • Executive |
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Career Highlights Other Professional Experience and Community Involvement Qualifications In assessing |
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Retired Chairman and Chief Executive Officer, ID Analytics Independent Board Chair Age:65 Director since:2015 Committees: • Executive (Chair) |
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Career Highlights LivePerson (NASDAQ: LPSN) Prior Other Professional Experience and Community Involvement Qualifications In assessing |
6 | Verisk 2025 Proxy Statement
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Item 1 - Election of Directors
Chief Executive Officer, Independent Director Age:59 Director since:2024 Committees: • Talent Management and Compensation |
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Career Highlights Qualifications In assessing |
President and Chief Executive Officer, Independent Director Age:64 Director since:2016 Committees: • Audit (Chair) • Risk • Executive |
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Career Highlights Prior Other Professional Experience and Community Involvement Qualifications In assessing |
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Item 1 - Election of Directors
Principal, Independent Director Age:68 Director since:2009 (served as a director of Committees: • Audit • Governance, Corporate Sustainability and Nominating (Chair) |
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Career Highlights Prior Other Professional Experience and Community Involvement Qualifications In assessing |
President, Independent Director Nominee Age:62 |
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Career Highlights Other Professional Experience and Community Involvement Qualifications In assessing |
8 | Verisk 2025 Proxy Statement
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Item 1 - Election of Directors
Experienced Executive, Insurance and Independent Director Nominee Age:62 |
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Career Highlights Other Professional Experience and Community Involvement Qualifications In assessing |
President and CEO Age:57 Director since:2022 |
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Career Highlights Prior Investment Qualifications In assessing |
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Item 1 - Election of Directors
President and Chief Executive Officer, Intelligent Operating Solutions, Independent Director Age:52 Director since:2022 Committees: • Finance and Investment (Chair) • Risk • Executive |
Olumide Soroye |
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Career Highlights Olumide Soroye serves as President and CEO of Intelligent Operating Solutions (IOS) at 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. |
Retired Executive, Independent Director Age:62 Director since:2022 Committees: • Governance, Corporate Sustainability and Nominating • Risk (Chair) • Executive |
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Career Highlights Prior Quarterhill (XTSE: QTRH), Other Prior Professional Experience Qualifications In assessing |
10 | Verisk 2025 Proxy Statement
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Item 1 - Election of Directors
Retired Chief Executive Officer, Independent Director Age:68 Director since:2013 Committees: • Governance, Corporate Sustainability and Nominating • Audit |
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Career Highlights Prior Other Professional Experience and Community Involvement Qualifications In assessing |
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.
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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
• | Annual election of directors |
• | 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 eight new directors nominated since 2022 |
• | Mandatory director retirement age of 75 |
• | Annual Say-on-Payvote |
• | No Poison Pill |
• | Robust stock ownership guidelines for directors and executive officers |
• | Additional "clawback" policy for executive misconduct |
• | No hedging or pledging |
• | Annual Board and Committee Evaluations |
• | Executive and Independent Director sessions after every Board and Committee Meeting |
• | Periodic reviews of |
Actions Taken in 2024 and 2025 to Strengthen Corporate Governance
Our Board, in coordination with our
• | In early 2024, the Board formed a new Risk Committee 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. |
• | The Board's composition continued to be refreshed at pace by nominating two new independent Board candidates to stand for election at the 2025 Annual Meeting which brings the total number of new directors nominated since 2022 to eight. |
Shareholder Engagement
We have been actively engaged in shareholder outreach and welcome feedback from shareholders in key areas of interest, in particular on issues relating to corporate governance and executive compensation. Throughout 2024 and early 2025, we held a series of one-on-oneand small group meetings led by our Independent Board Chair and our executive team with shareholders to obtain their input and discuss their views on, among other things, our compensation practices and policies, the Board's oversight of cyber risk and responsible use of artificial intelligence, changes in the Insurance industry regulatory environment, matters of environmental sustainability, and overall corporate governance practices.
12 | Verisk 2025 Proxy Statement
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Corporate Governance
Proxy Access
The Company's Amended and Restated By-Lawspermit 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, 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 2026 Annual Meeting should follow the instructions set forth in the section titled "Shareholder 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 Board Chair and Committee Chairs are appointed for one-yearterms. On an annual basis, the
Leadership Structure and Separate Chair of the Board and CEO; Independent Chair
In
By having separate Independent Board Chair and CEO roles, we believe such leadership structure allows the CEO to focus on executive leadership and the 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 management.
Director Independence
Currently, our Board of Directors has eleven 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:
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Corporate Governance
Board Meetings and Director Attendance
Our bylaws provide that the Board of Directors may designate one or more committees. In 2024, we had six committees:
Member |
Executive
Committee |
Audit
Committee |
Talent
Management and Committee |
Finance
and Investment Committee |
Governance,
Corporate Sustainability and Nominating Committee |
Risk
Committee |
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✓ | ✓ | ||||||||||
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✓ |
CHAIR |
✓ |
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CHAIR | |||||||||||
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✓ | |||||||||||
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✓ |
CHAIR |
✓ |
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✓ | ✓ | ||||||||||
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✓ | ✓ |
CHAIR |
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Olumide Soroye |
✓ |
CHAIR |
✓ |
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✓ |
✓ |
CHAIR |
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✓ |
✓ | ||||||||||
Meetings in 2024 |
- |
7 |
6 |
4 |
5 |
4 |
The Board is in the process of determining which committees new nominees
Executive Committee
(Chair) |
Jeffrey Dailey |
Kathleen A. Hogenson |
Olumide Soroye |
Kimberly S. Stevenson |
Samuel G. Liss |
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The Executive Committee did not meet in 2024 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. |
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Key Responsibilities
• |
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 |
• |
Makes recommendations to the full Board of Directors on various matters |
• |
Meets as necessary upon the call of the Independent Board Chair as circumstances dictate if the full Board cannot be convened |
14 | Verisk 2025 Proxy Statement
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Corporate Governance
Audit Committee
Kathleen A. (Chair) |
Samuel G. Liss |
Therese M. Vaughan |
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Meetings in 2024: 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 |
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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 compliance with legal and regulatory requirements |
• |
the Company's risk management and risk assessment framework in coordination with the Risk Committee and delegates responsibility to other Committees 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 |
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Corporate Governance
(Chair) |
Vincent K. Brooks |
Gregory Hendrick |
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Meetings in 2024: 6 |
*The Board has determined all members are "independent" as defined under Nasdaq listing rules and qualify as "non-employeedirectors" within the meaning of Section 16b-3under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
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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 |
• |
Reviews and, as it deems appropriate, recommends to the Board of Directors, the magnitude and structure of compensation for the Company's non-employeedirectors 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 |
16 | Verisk 2025 Proxy Statement
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Corporate Governance
Olumide Soroye (Chair) |
Jeffrey Dailey |
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Meetings in 2024: 4 |
*The Board has determined all members are "independent" as defined under Nasdaq listing rules. |
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Key Responsibilities
• |
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 |
Samuel G. Liss (Chair) |
Kimberly S. Stevenson |
Therese M. Vaughan |
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Meetings in 2024: 5 |
*The Board has determined all members are "independent" as defined under Nasdaq listing rules. |
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Key Responsibilities
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Reviews and evaluates the size, composition, function and duties of the Board consistent with its needs |
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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 |
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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 |
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Establishes standards of independence and makes recommendations to the Board as to determinations of director independence |
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Oversees the Board's annual self-evaluation process |
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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 |
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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 sustainability risks and opportunities |
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Corporate Governance
Risk Committee
Kimberly S. Stevenson (Chair) |
Vincent K. Brooks |
Kathleen A. Hogenson |
Olumide Soroye |
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Meetings in 2024: 4 |
*The Board has determined all members are "independent" as defined under Nasdaq listing rules. |
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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 |
Our Board has adopted a written charter for each of the
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 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting").
Independent Executive Sessions
The Company's Corporate Governance Guidelines provide that non-employeedirectors may meet in executive sessions and the Independent Board Chair will preside over these executive sessions. If any non-employeedirectors are not
independent, then the independent directors will meet in executive sessions and the Independent Board Chair will preside over these executive sessions. In 2024, 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 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,
18 | Verisk 2025 Proxy Statement
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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 for directors of 75 under our Corporate Governance Guidelines.
Compensation Governance
• | 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 |
• | 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-employeedirectors as the |
• | Annually reviewing the Company's management succession planning, including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and evaluations of, and development plans for, any successors to the CEO. |
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.
Board Criteria
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 knowledge relevant to the Company's business. Although the
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Corporate Governance
among the criteria they consider in connection with selecting candidates for the Board. There is no specific demographic criteria for candidates.
For the two new independent Board nominees for election as directors at the 2025 Annual Meeting,
Shareholder Recommendations for Board Candidates
Shareholders may make recommendations at any time by writing to the
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 2024 with the assistance of the Audit; Talent Management and Compensation; Governance, Corporate Sustainability and Nominating; Finance and Investment; and Risk Committees, oversees the Company's policies for assessing and managing its exposure to risk and coordinates risk oversight coverage among all Committees to ensure complete coverage.
Board. The Company's Enterprise Risk Management team conducts annual risk assessments, the results of which are reported to the full Board. The risk assessment process seeks to identify risks based on their nature and/or potential significance. The Board reviews the prioritization of mission critical risks such as technology and cyber 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 uses the
Risk Committee. The Risk Committee, 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.
20 | Verisk 2025 Proxy Statement
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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.
1 EVALUATION
|
Board Self-Evaluations Board Effectiveness Topics evaluated in 2024 |
|||||||||||
• 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 • Sustainability 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 |
||||||||||||
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
|
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q |
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 succession of our Board, our Committee Chairs, our Independent Board Chair and Chief Executive Officer.
Board Succession Planning
Table of Contents
Corporate Governance
of our Committees should one of the directors serving in such a role vacate his or her position unexpectedly or upon retirement.
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. As part of its regular succession planning review process, the Board reviews a detailed report from
Corporate Governance Documents
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, Governance, Corporate Sustainability and Nominating, and Risk Committee charters are available on our website at the "Governance - Governance Documents" link under the "Investors" link at www.verisk.com and are available to any shareholder who requests them by writing to
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
22 | Verisk 2025 Proxy Statement
Table of Contents
Directors' Compensation
Under the terms of the Company's Director Compensation Plan approved by the
Annual Retainer. In 2024 each non-employeedirector received an annual base retainer fee of
Each non-employeedirector 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, or (v) a combination of the foregoing. Retainer amounts (to the extent not deferred) shall be payable quarterly in arrears from the annual shareholders 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 Common Stock, if elected, shall be payable or issuable upon such director's separation from the Board.
Equity Grants. In 2024, each non-employeedirector received an annual equity award having a value of
grant date pursuant to the Director Compensation Plan. One hundred percent (100%) of the value of the annual equity award was awarded, at the election of the director, in the form of either (i) deferred stock units (based on the value of a share of Common Stock on the date of grant) that vest and settle upon the director's separation from the Board, or (ii) restricted stock units ("RSUs") that fully vest and settle upon the earlier of (a) the following year's annual shareholders meeting date, or (b) the one-yearanniversary 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 the annual shareholders meeting date will be pro-ratedto reflect the remaining portion of the compensation year in which such new director is appointed or 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-employeedirectors during any single calendar year, plus the total cash compensation paid to such director for services rendered for such calendar year, may not exceed
The table below shows compensation paid to or earned by the directors during 2024. As noted above, directors may elect to receive compensation in various forms other than cash.
2024 DIRECTOR COMPENSATION
Fees Earned or Paid in Cash ($) |
Stock Awards ( |
Total ($) |
||||||||||
|
105,000 | 210,000 | 315,000 | |||||||||
|
125,000 | 210,000 | 335,000 | |||||||||
|
255,000 | 210,000 | 465,000 | |||||||||
|
31,500 | 257,250 | 288,750 | |||||||||
|
115,659 | 219,341 | 335,000 | |||||||||
|
105,000 | 210,000 | 315,000 | |||||||||
|
- | 324,395 | 324,395 | |||||||||
Olumide Soroye |
97,581 | 232,419 | 330,000 | |||||||||
|
118,233 | 210,000 | 328,233 | |||||||||
|
110,605 | 210,000 | 320,605 |
Table of Contents
Directors' Compensation
(1) |
Represents the aggregate grant date fair value of stock awards granted in 2024 computed in accordance with ASC Subtopic 718-10,"Compensation-Stock Compensation" (ASC Topic 718), excluding forfeiture estimates. For a 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-Kfor the year ended |
(2) |
At |
(3) |
|
As of
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-employeedirector 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.
24 | Verisk 2025 Proxy Statement
Table of Contents
Executive Officers of
Information regarding the ages and past five years' business experience of our executive officers is as follows:
divisions, after serving as senior vice president of capital management including oversight of
the strategic data analytics and technology partner of choice to the global insurance industry. As CIO,
and pursing all the best practices of a modern, well-runpublic company to maximize performance and ensure transparency. Before joining
employees.
Table of Contents
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, incumbent
directors and director nominees, and by all our incumbent directors, director nominees and executive officers as a group, as of
In accordance with the rules of the
Shares of Common Stock Beneficially Owned |
||||||||||||||||||||
Number of Shares |
Percentage of Class |
|||||||||||||||||||
NAMED EXECUTIVE OFFICERS |
||||||||||||||||||||
Lee |
188,357 | * | ||||||||||||||||||
Elizabeth |
25,991 | * | ||||||||||||||||||
Nick Daffan(3) |
142,950 | * | ||||||||||||||||||
Kathy Card Beckles(4) |
25,982 | * | ||||||||||||||||||
Sunita Holzer(5) |
25,990 | * | ||||||||||||||||||
Directors |
||||||||||||||||||||
Vincent K. Brooks(6) |
6,965 | * | ||||||||||||||||||
Jeffrey Dailey(7) |
4,743 | * | ||||||||||||||||||
Bruce Hansen(8) |
34,875 | * | ||||||||||||||||||
Gregory Hendrick(9) |
1,134 | * | ||||||||||||||||||
Kathleen A. Hogenson(10) |
30,551 | * | ||||||||||||||||||
Wendy Lane(11) |
6,417 | * | ||||||||||||||||||
Samuel |
114,310 | * | ||||||||||||||||||
Christopher |
- | |||||||||||||||||||
Sabra |
- | |||||||||||||||||||
Olumide Soroye(15) |
4,688 | * | ||||||||||||||||||
Kimberly S. Stevenson(16) |
3,788 | * | ||||||||||||||||||
Therese M. Vaughan(17) |
28,928 | * | ||||||||||||||||||
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (17 PERSONS) |
645,669 | 0.46 | % | |||||||||||||||||
(1) |
Includes (a) 114,013 shares subject to stock options exercisable within 60 days of |
26 | Verisk 2025 Proxy Statement
Table of Contents
Security Ownership of Certain Beneficial Owners and Management
13,307 Relative TSR PSUs and 8,035 ROIC PSUs granted on |
(2) |
Includes (a) 7,004 shares subject to stock options exercisable within 60 days of |
(3) |
Includes (a) 82,756 shares subject to stock options exercisable within 60 days of |
(4) |
Includes (a) 9,906 shares subject to stock options exercisable within 60 days of |
(5) |
Includes (a) 8,108 shares subject to stock options exercisable within 60 days of |
(6) |
Includes (a) 3,083 shares subject to stock options exercisable within 60 days of |
(7) |
Includes (a) 1,169 shares subject to stock options exercisable within 60 days of |
(8) |
Includes (a) 20,242 shares subject to stock options exercisable within 60 days of |
(9) |
Includes (a) 959 deferred stock units that entitle |
(10) |
Includes (a) 19,432 shares subject to stock options exercisable within 60 days of |
(11) |
Includes (a) 1,108 shares subject to stock options exercisable within 60 days of |
(12) |
Includes (a) 47,902 shares subject to stock options exercisable within 60 days of |
(13) |
|
(14) |
|
(15) |
Includes (a) 738 shares subject to stock options exercisable within 60 days of |
(16) |
Includes (a) 1,108 shares subject to stock options exercisable within 60 days of |
(17) |
Includes (a) 7,402 shares subject to stock options exercisable within 60 days of |
* |
Indicates less than 1% ownership. |
Table of Contents
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
Name and address | Shares of Common Stock Beneficially Owned |
|||||||
Number of Shares |
Percentage of Class |
|||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
16,407,114 | (1) | 11.3 | % | ||||
BlackRock, Inc. 55 East 52nd Street New |
12,991,667 | (2) | 9.0 | % |
(1) |
Based on a Schedule 13G/A Information Statement filed with the |
(2) |
Based on a Schedule 13G/A Information Statement filed with the |
28 | Verisk 2025 Proxy Statement
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Executive Compensation
Compensation Discussion and Analysis
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Table of Contents
Executive Compensation
Overview
Introduction
This section discusses the overall compensation philosophy underlying our policies and decisions relating to the compensation of our named executive officers for 2024 (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 2024 fiscal year are:
Lee |
President and Chief Executive Officer |
|
Elizabeth |
Executive Vice President and Chief Financial Officer |
|
Nick Daffan |
Executive Vice President and Chief Information Officer |
|
Kathy Card Beckles |
Executive Vice President and Chief Legal Officer |
|
Sunita Holzer |
Executive Vice President and |
This section also presents key compensation decisions made during 2024 and a summary of our business performance supporting these decisions.
Overall Compensation Philosophy
Our compensation program aims to attract and retain highly skilled employees that are critical to the Company's business objectives and create value for our shareholders. We expect that as the Company performs well, our employees will eamore 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 pools. We target total compensation, both fixed and variable, within a reasonable range of market median of our peers and the broader industries from where we source talent. We appreciate that specific talent considerations such as criticality, proficiency, supply in the market, and performance may warrant compensation outside of our target range.
We believe in a pay-for-performanceculture that links funding for short-term and long-term incentive 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 use equity-based incentives as a key component of our executive compensation program. Our equity compensation vests over three or four years, which aligns with the
multi-year objectives used for the performance-vesting component of the program, promotes lasting value creation, and supports our retention needs given the competition we face for talent.
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 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 intended to 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
30 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
What We Paid in 2024 and Why
Key Business Performance Highlights
Our Company had another solid performance year in 2024, with revenue from continuing operations of
Our share price continued to perform strongly, and we delivered 16.0%, 6.9% and 13.5% total annualized shareholder return, respectively, over the 1, 3 and 5-yearsending
The table below summarizes the Company's financial and stock price performance during 2024.
Metric ($ amounts in millions) |
||||
Revenue from continuing operations |
$ |
2,881.7 |
||
Net Income |
$ |
957.5 |
||
Adjusted EBITDA from continuing operations |
$ |
1,576.0 |
||
1-yearTSR |
16.0 |
% |
||
3-yearannualized TSR |
6.9 |
% |
||
5-yearannualized TSR |
13.5 |
% |
See Appendix A for a reconciliation of the non-GAAPmeasures discussed herein to the most directly comparable GAAP measure.
Key Compensation Decisions in 2024 for Our NEOs
During 2024, we made the following key compensation decisions for our NEOs:
• | Current CEO's total direct compensation was set at |
• | Annual short-term incentive ("STI") awards to all our NEOs were made pursuant to our formulaic annual bonus program design (discussed further under "Annual STI Awards - 2024 STI Financial Metrics and Individual Target Amounts") in order to align annual awards more closely and objectively to our business performance, consistent with prior years. |
• | The STI performance metrics of Revenue and Adjusted EBITDA and the corresponding threshold, target and maximum performance levels remained aligned with achievability based on the Company's annual budget for such performance year. |
• | We 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 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 an incremental 3-yearreturn-on-investedcapital ("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. |
Table of Contents
Executive Compensation
2024 Say-on-PayResults
In connection with our 2024 Annual Meeting, we received 94% shareholder "Say-on-Pay"approval in favor of the compensation for our NEOs for the 2023 performance year. Although this vote was advisory and therefore non-bindingon the Company, the Board of Directors and the
Executive Compensation Program Highlights
Our primary focus for 2024 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 |
v Do not accelerate equity awards on a "single-trigger" basis |
|
v Utilize an independent compensation consultant |
v Do not provide excise tax gross-upsto our executive officers |
|
v Employ rigorous goal setting tied to annual and multiyear targets for our NEOs |
v Do not provide excessive perquisites and personal benefits |
|
v Apply a primarily formulaic framework to determine our NEOs' short-term incentive awards |
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 which was expanded in 2024 to add Board discretion for "clawback" in the event of executive misconduct |
||
v Maintain and enforce robust stock ownership and retention guidelines |
||
v Prohibit our directors and employees, including our NEOs, from hedging or pledging Company securities |
32 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
Fiscal 2024 Executive Compensation Program
Role of
Our
Role of Compensation Consultant
To ensure that our compensation program design, policies and practices remain competitive and in line with current market practice, our
executive compensation matters including the target compensation levels for senior management. The independent compensation consultant's advice is one of several inputs into our
Our
In 2024, our
Clarivate (CLVT) | Gartner (IT) | MSCI (MSCI) | ||
CoStar (CSGP) | Nasdaq (NDAQ) | |||
Equifax (EFX) | ||||
At the time the peer group was approved in 2024, the median revenue (calculated as of the most recently reported four fiscal quarters as of
When conducting its annual market competitive compensation review, the independent compensation consultant supplements the peer group proxy information with national, proprietary technology industry survey data. The survey data is 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.
Table of Contents
Executive Compensation
Summary of 2024 NEO STI and LTI Programs
The chart below summarizes the program features of our STI and LTI programs for our NEOs in 2024, which closely align these programs to our strategic objectives and shareholder interests.
2024 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-linegrowth |
|||||
Individual Awards |
Primarily formulaic based on Company performance relative to pre-establishedthreshold, 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 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 |
2024 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
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
34 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
Base Salary
We pay base salaries to attract, reward and retain senior executives in a competitive landscape. Each year, our
Annual adjustments to base salaries are determined by our
In 2023,
The table below sets forth the annual base salaries for our NEOs for the 2023 and 2024 fiscal years:
Named Executive Officer |
2023 Base Salary |
2024 Base Salary |
Year-over-Year (%) |
||||||||||||
|
$ | 925,000 | $ | 1,000,000 | 8.1 | % | |||||||||
|
$ | 650,000 | $ | 650,000 | 0 | % | |||||||||
|
$ | 535,000 | $ | 545,000 | 1.9 | % | |||||||||
|
$ | 505,000 | $ | 525,000 | 4.0 | % | |||||||||
|
$ | 540,000 | $ | 550,000 | 1.9 | % |
Annual STI Awards
2024 STI Financial Metrics and Individual Target Amounts
Our annual STI program is pay-for-performancedriven, aligns with our communicated financial goals and seeks to provide clarity for our employees and shareholders. Consistent with prior years, the financial metrics that we chose for our 2024 STI program were revenue and adjusted EBITDA, because we believe that achieving revenue and EBITDA targets 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-establishedthreshold, target and maximum performance levels. As may be applicable, in calculating revenue and adjusted EBITDA, the
Management and
Payouts under the 2024 STI program were determined on a formulaic basis. In 2024, the
Table of Contents
Executive Compensation
In 2024 the
Performance Levels |
Revenue ($M) |
Adjusted EBITDA |
Multiplier |
|||||||||
Below Threshold |
< $ | 2,733 | <$ | 1,493 | 0 | % | ||||||
Threshold |
$ | 2,733 | $ | 1,493 | 50 | % | ||||||
Target |
$ | 2,871 | $ | 1,572 | 100 | % | ||||||
Maximum |
$ | 3,021 | $ | 1,650 | 150 | % |
2024 STI Performance
Applying an adjustment as permitted under the terms of the STI program for contributions from the divested AER business as of the fourth quarter of 2024, and the impact of foreign currency exchange rate changes, for the 2024 NEO STI awards, the
CEO 2024 STI Target
In 2024, the
package, and the total value of
CEO's and Other NEOs' 2024 STI Outcomes
For individual NEOs, the 2024 actual STI payouts calculated from the Company's performance in relation to the performance grid described above resulted in a performance multiplier of 100% 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 this component of their annual STI award will be expected when there are notable examples of individual overperformance or underperformance.
For 2024, the individual performance portion of the STI award, which accounted for 20% of each NEO's overall STI award, was achieved at 110% for
Named Executive Officer |
2024 Target STI (as a % of base |
2024 Target STI ($) |
2024 Actual STI ($) |
2024 Actual STI (as a % of target) |
||||||||||||
|
150 | % | $ | 1,500,000 | $ | 1,530,000 | 102 | % | ||||||||
|
125 | % | $ | 812,500 | $ | 812,500 | 100 | % | ||||||||
|
125 | % | $ | 681,250 | $ | 681,250 | 100 | % | ||||||||
|
100 | % | $ | 525,000 | $ | 525,000 | 100 | % | ||||||||
|
100 | % | $ | 550,000 | $ | 550,000 | 100 | % |
Annual LTI Awards
2024 LTI Awards
In 2024, we maintained within the LTI award mix the previously introduced ROIC PSU awards and Relative TSR PSU awards as well as stock options and restricted stock awards, which promote executive retention while still aligning the interests of our NEOs with those of our shareholders.
We believe Relative TSR PSUs closely aligns our executives' payments to shareholder returns, and rewards superior performance over companies with whom we compete for capital, while also retaining a 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
36 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
comparator companies and represents the universe of companies with which the Company competes for investor capital.
Accordingly, the 2024 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%). 2024 LTI awards were granted on
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 2024 is
Performance Level |
TSR Percentile Rank Relative to S&P 500 Index Constituents |
Earned Relative |
||
Below Threshold |
<>25th percentile | 0% | ||
Threshold |
25th percentile | 50% | ||
Target |
Median | 100% | ||
Above Target |
75th percentile | 150% | ||
Maximum |
> 90th percentile | 200% |
Performance Level | Three-Year Incremental ROIC |
Earned ROIC |
||
Below Threshold |
<>8.0% | 0% | ||
Threshold |
8.0% | 50% | ||
Target |
12.0% | 100% | ||
Maximum |
16.0% and above | 200% |
The size of the CEO's and each of our NEO's annual grant amount for the 2024 LTI awards was determined individually, benchmarking their positions against available market data.
Achievement and Payouts under 2022-2024 PSUs
In
Design of 2025 PSUs
In 2024, the
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Executive Compensation
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.
Our tax-qualifiedretirement plans during 2024 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 |
• | a profit-sharing plan (as a component of the 401(k) Savings Plan), which is available to employees hired on or after |
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-qualifiedplans but which they are precluded from receiving under those plans by
We established our ESOP at the time we converted from not-for-profitto for-profitstatus, 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-sharing plans, which has allowed employees to monitor directly, and profit from, the increasing value of our stock.
Executive Severance Plan and Employment Agreements
In
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 NEOs, whose employment with the Company is terminated involuntarily under the conditions described in the Executive Severance Plan. We believe that these arrangements provide the proper retentive incentives for executives the Company has made significant investments in while also providing a uniform baseline and process for future executive departures. For information about the provisions of the Executive Severance Plan as they apply to our NEOs, please see "Potential Payments upon Termination or Change in Control." We have not entered into any other type of employment or severance agreement with any of our NEOs.
Policies and Practices
Executive Stock Ownership Guidelines
Our
38 | Verisk 2025 Proxy Statement
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Executive Compensation
Clawback Policy
As of
The Clawback Policy, in the event of a financial restatement, 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-taxbasis 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 in the event of a financial restatement is mandatory with no Board discretion permitted and no employee misconduct required.
The Clawback Policy, in the event of detrimental conduct absent a financial restatement, applies to any member of the
Table of Contents
directors 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.
for the fiscal year ended
or Form
or the filing or furnishing of any Company current report on Form
that disclosed any MNPI.
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Executive Compensation
Risk Assessment Regarding Compensation Policies and Practices
When reviewing our compensation programs and approving awards under them, the
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; |
• | since 2018, using a combination of 10-yearstock options, restricted stock awards and PSUs, all of which vest over time; |
• | absolute and relative metrics have been incorporated into our PSU program allowing for the Company's 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 provides for the non-discretionaryrecoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under |
We, the
Respectfully submitted,
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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
2024 SUMMARY COMPENSATION TABLE
Principal Position |
Year |
Salary ($) |
Stock Awards ( |
Option Awards ( |
Non-Equity Incentive Plan Compensation ( |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||
|
2024 |
1,000,000 |
7,600,135 |
1,899,792 |
1,530,000 |
- |
44,800 |
(5) |
12,074,727 |
|||||||||||||||||||||
President and Chief Executive Officer |
2023 |
925,000 |
5,919,999 |
1,480,011 |
2,004,000 |
- |
37,556 |
(6) |
10,366,566 |
|||||||||||||||||||||
2022 |
806,499 |
(7) |
6,420,689 |
(8) |
1,105,324 |
(9) |
1,138,863 |
(10) |
- |
25,966 |
(11) |
9,497,341 |
||||||||||||||||||
|
2024 |
650,000 |
2,399,824 |
600,128 |
812,500 |
- |
46,419 |
(13) |
4,508,871 |
|||||||||||||||||||||
Executive Vice President and Chief Financial Officer |
2023 |
650,000 |
1,599,974 |
400,024 |
1,101,000 |
- |
31,499 |
(14) |
3,782,496 |
|||||||||||||||||||||
2022 |
192,329 |
(15) |
2,999,964 |
(16) |
- |
633,646 |
(17) |
- |
17,400 |
(18) |
3,843,339 |
|||||||||||||||||||
|
2024 |
545,000 |
1,480,074 |
369,922 |
681,250 |
- |
27,623 |
(19) |
3,103,868 |
|||||||||||||||||||||
Executive Vice President and Chief Information Officer |
2023 |
535,000 |
1,440,070 |
359,916 |
906,000 |
- |
27,045 |
(20) |
3,268,031 |
|||||||||||||||||||||
2022 |
525,000 |
1,411,164 |
352,836 |
626,719 |
- |
26,975 |
(21) |
2,942,694 |
||||||||||||||||||||||
|
2024 |
525,000 |
1,220,058 |
304,949 |
525,000 |
10,706 |
30,027 |
(22) |
2,615,741 |
|||||||||||||||||||||
Executive Vice President and Chief Legal Officer |
2023 |
505,000 |
1,200,004 |
300,018 |
684,000 |
2,028 |
23,734 |
(23) |
2,714,783 |
|||||||||||||||||||||
2022 |
500,000 |
1,200,058 |
299,942 |
467,500 |
- |
19,062 |
(24) |
2,486,562 |
||||||||||||||||||||||
|
2024 |
550,000 |
1,039,968 |
259,997 |
550,000 |
- |
27,024 |
(26) |
2,426,988 |
|||||||||||||||||||||
Executive Vice President and |
2023 |
540,000 |
999,903 |
250,086 |
786,000 |
- |
24,062 |
(27) |
2,600,052 |
(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-Kfor the year ended |
(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-Kfor the year ended |
(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 |
(4) |
|
42 | Verisk 2025 Proxy Statement
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Executive Compensation
(5) |
Amount includes a 401(k) Savings Plan matching contribution of |
(6) |
Amount includes a 401(k) Savings Plan matching contribution of |
(7) |
|
(8) |
Amount includes (i) a restricted stock award with a grant date value of |
(9) |
Amount includes an option award with a grant date value of |
(10) |
|
(11) |
Amount includes a 401(k) Savings Plan matching contribution of |
(12) |
|
(13) |
Amount includes a 401(k) Savings Plan matching contribution of |
(14) |
Amount includes a 401(k) Savings Plan matching contribution of |
(15) |
Amount represents prorated 2022 annual base salary of |
(16) |
Amount represents a one-timerestricted stock award with a grant date value of |
(17) |
Amount represents guaranteed STI award of |
(18) |
Amount includes a 401(k) Savings Plan matching contribution of |
(19) |
Amount includes a 401(k) Savings Plan matching contribution of |
(20) |
Amount includes a 401(k) Savings Plan matching contribution of |
(21) |
Amount includes a 401(k) Savings Plan matching contribution of |
(22) |
Amount includes a 401(k) Savings Plan matching contribution of |
(23) |
Amount includes a 401(k) Savings Plan matching contribution of |
(24) |
Amount includes a 401(k) Savings Plan matching contribution of |
(25) |
|
(26) |
Amount includes a 401(k) Savings Plan matching contribution of |
(27) |
Amount includes a 401(k) Savings Plan matching contribution of |
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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
2024 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 ($/Sh) |
|
Grant Date Fair |
|
|||||||||||||||||||||||||||||||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|||||||||||||||||||||||||||||||||||||||
|
- | - | - | - | - | - | - | 35,585 | 236.77 | 1,899,792 | ||||||||||||||||||||||||||||||||||
- | - | - | - | - | - | 8,025 | - | - | 1,900,079 | |||||||||||||||||||||||||||||||||||
(3 | ) | (3 | ) | (3 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(4) | - | - | - | 6,705 | 13,409 | 26,818 | - | - | - | 3,799,977 | ||||||||||||||||||||||||||||||||||
(5) | - | - | - | 4,013 | 8,025 | 16,050 | - | - | - | 1,900,079 | ||||||||||||||||||||||||||||||||||
|
- | - | - | - | - | - | - | 11,241 | 236.77 | 600,128 | ||||||||||||||||||||||||||||||||||
- | - | - | - | - | - | 2,534 | - | - | 599,975 | |||||||||||||||||||||||||||||||||||
(3 | ) | (3 | ) | (3 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(4) | - | - | - | 2,117 | 4,234 | 8,468 | - | - | - | 1,199,873 | ||||||||||||||||||||||||||||||||||
(5) | - | - | - | 1,267 | 2,534 | 5,068 | - | - | - | 599,975 | ||||||||||||||||||||||||||||||||||
|
- | - | - | - | - | - | - | 6,929 | 236.77 | 369,922 | ||||||||||||||||||||||||||||||||||
- | - | - | - | - | - | 1,563 | - | - | 370,072 | |||||||||||||||||||||||||||||||||||
(3 | ) | (3 | ) | (3 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(4) | - | - | - | 1,306 | 2,611 | 5,222 | - | - | - | 739,931 | ||||||||||||||||||||||||||||||||||
(5) | - | - | - | 782 | 1,563 | 3,126 | - | - | - | 370,072 | ||||||||||||||||||||||||||||||||||
|
- | - | - | - | - | - | - | 5,712 | 236.77 | 304,949 | ||||||||||||||||||||||||||||||||||
- | - | - | - | - | - | 1,288 | - | - | 304,960 | |||||||||||||||||||||||||||||||||||
(3 | ) | (3 | ) | (3 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(4) | - | - | - | 1,077 | 2,153 | 4,306 | - | - | - | 610,139 | ||||||||||||||||||||||||||||||||||
(5) | - | - | - | 644 | 1,288 | 2,576 | - | - | - | 304,960 | ||||||||||||||||||||||||||||||||||
|
- | - | - | - | - | - | - | 4,870 | 236.77 | 259,997 | ||||||||||||||||||||||||||||||||||
- | - | - | - | - | - | 1,098 | - | - | 259,973 | |||||||||||||||||||||||||||||||||||
(3 | ) | (3 | ) | (3 | ) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(4) | - | - | - | 918 | 1,835 | 3,670 | - | - | - | 520,021 | ||||||||||||||||||||||||||||||||||
(5) | 549 | 1,098 | 2,196 | - | - | - | 259,973 |
(1) |
The equity incentive awards reflected in this table were approved by the |
(2) |
This column represents the aggregate grant date fair value of the following awards granted in the relevant year under the 2021 Equity Incentive Plan 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 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-Kfor the year ended |
(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-establishedthreshold, target and maximum performance levels. For additional details regarding the NEO STI program, including the relevant performance factors for 2024, see "Compensation Discussion and Analysis - Annual STI Awards - 2024 STI Financial Metrics and Individual Target Amounts" and "Compensation Discussion and Analysis - Summary of 2024 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 2024, see the "Non-EquityIncentive Plan Compensation" column of our 2024 Summary Compensation Table. |
(4) |
Represents grant of Relative TSR PSUs. |
(5) |
Represents grant of ROIC PSUs. |
44 | Verisk 2025 Proxy Statement
Table of Contents
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 2024 based on a market value of
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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 ( |
|||||||||||||||||||||||||||
|
|
17,674 |
- |
104.00 |
|
- |
- |
- |
- |
|||||||||||||||||||||||||||
|
18,227 |
- |
134.24 |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
|
18,881 |
- |
158.65 |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
|
13,750 |
4,584 |
190.02 |
|
843 |
232,187 |
- |
- |
||||||||||||||||||||||||||||
|
6,378 |
6,379 |
198.15 |
|
1,358 |
374,034 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
4,010 |
1,104,337 |
||||||||||||||||||||||||||||
|
6,917 |
6,917 |
170.72 |
|
1,661 |
457,489 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
4,495 |
1,237,920 |
||||||||||||||||||||||||||||
|
(4) |
- |
- |
- |
- |
- |
- |
27,457 |
7,562,482 |
|||||||||||||||||||||||||||
|
7,758 |
23,276 |
183.95 |
|
6,034 |
1,661,945 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
10,430 |
2,872,597 |
||||||||||||||||||||||||||||
|
- |
35,585 |
236.77 |
|
8,025 |
2,210,326 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
10,717 |
2,951,783 |
||||||||||||||||||||||||||||
|
|
2,097 |
6,291 |
183.95 |
|
1,632 |
449,502 |
- |
- |
|||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,819 |
776,299 |
||||||||||||||||||||||||||||
|
- |
11,241 |
236.77 |
|
2,534 |
697,940 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
3,384 |
932,055 |
||||||||||||||||||||||||||||
|
|
16,496 |
- |
104.00 |
|
- |
- |
- |
- |
|||||||||||||||||||||||||||
|
11,295 |
- |
107.64 |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
|
15,619 |
- |
134.24 |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
|
15,541 |
- |
158.65 |
|
- |
- |
- |
- |
||||||||||||||||||||||||||||
|
9,020 |
3,007 |
190.02 |
|
553 |
152,313 |
- |
- |
||||||||||||||||||||||||||||
|
4,182 |
4,183 |
198.15 |
|
890 |
245,133 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,630 |
724,243 |
||||||||||||||||||||||||||||
|
1,886 |
5,661 |
183.95 |
|
1,468 |
404,331 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,537 |
698,766 |
||||||||||||||||||||||||||||
|
- |
6,929 |
236.77 |
|
1,563 |
430,497 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,087 |
574,822 |
||||||||||||||||||||||||||||
|
|
- |
- |
- |
- |
1,386 |
381,746 |
- |
- |
|||||||||||||||||||||||||||
|
3,555 |
3,556 |
198.15 |
|
757 |
208,501 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,236 |
615,861 |
||||||||||||||||||||||||||||
|
1,572 |
4,719 |
183.95 |
|
1,224 |
337,126 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
2,114 |
582,259 |
||||||||||||||||||||||||||||
|
- |
5,712 |
236.77 |
|
1,288 |
354,754 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
1,721 |
473,877 |
||||||||||||||||||||||||||||
|
|
- |
- |
- |
- |
1,250 |
344,288 |
- |
- |
|||||||||||||||||||||||||||
|
2,846 |
2,847 |
198.15 |
|
606 |
166,911 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
1,789 |
492,607 |
||||||||||||||||||||||||||||
|
1,311 |
3,933 |
183.95 |
|
1,020 |
280,939 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
1,762 |
485,170 |
||||||||||||||||||||||||||||
|
- |
4,870 |
236.77 |
|
1,098 |
302,422 |
- |
- |
||||||||||||||||||||||||||||
|
- |
- |
- |
- |
- |
- |
1,467 |
403,918 |
(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 these columns are restricted stock awards that vest ratably on the first, second, third and fourth anniversaries of the date of grant unless otherwise stated. The PSUs shown in these columns are scheduled to vest on |
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Executive Compensation
award's respective performance period which for (a) the Relative TSR PSUs are based on the achievement of the Company's total shareholder retuperformance compared to companies that comprise the S&P 500 Index over such three-year performance period, and (b) for incremental ROIC PSUs are based on the incremental return-on-investedcapital over such three-year performance period. |
(3) |
The number of unvested PSUs reported in this column reflects achievement of threshold performance goals unless otherwise noted. |
(4) |
Represents a one-timeRelative TSR PSU award with a grant date value of |
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 2024. Restricted stock awards vest in four equal installments on the first, second, third and four anniversaries of their grant date. PSUs granted in 2022 had a three-year performance period, and such awards vested on December 31, 2024 and were settled and issued in the form of shares in January 2025.
2024 OPTION EXERCISES AND STOCK AND PSUS VESTED
Option Awards |
Stock Awards |
PSUs |
||||||||||||||||||||||
Name |
Number of Shares 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 ($) |
||||||||||||||||||
|
- | - | 5,122 | 1,225,043 | 12,184 | 3,355,839 | ||||||||||||||||||
|
- | - | 9,339 | 2,491,348 | - | - | ||||||||||||||||||
|
11,480 | 1,812,388 | 2,111 | 499,821 | 7,989 | 2,200,410 | ||||||||||||||||||
|
- | - | 2,172 | 557,702 | 6,794 | 1,871,271 | ||||||||||||||||||
|
- | - | 1,892 | 487,781 | 5,434 | 1,496,687 |
Pension Plans
The following table sets forth information with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement.
Eligible employees hired prior to March 1, 2005 participate in the Pension Plan for Insurance Organizations, or PPIO, a multiple-employer pension plan in which we participate. The PPIO provides a traditional final pay formula pension benefit, payable as an annuity, to employees who were 49 years old with 15 years of service as of January 1, 2002. Effective January 1, 2002, this formula benefit was frozen for all eligible employees. Effective January 1, 2002, a cash balance pension benefit, also payable as an annuity, was established under the
PPIO. Employees hired prior to January 1, 2002 receive their frozen traditional benefit as well as their cash balance benefit. Employees hired from January 1, 2002 to March 1, 2005 receive only the cash balance benefit. Effective February 29, 2012, the Company implemented a "hard freeze" of benefits under the PPIO. Accordingly, after February 29, 2012 benefits under the PPIO will no longer increase as the result of new compensation earned or continued service. The Supplemental Cash Balance Plan, or the Supplemental Plan, provides a benefit to which the participant would be entitled under the PPIO but which is subject to caps imposed by
2024 PENSION BENEFITS
Name | Plan Name |
Number of Years Credited Service (#) |
Present Value of Accumulated Benefit ($) |
Payments During Last Fiscal Year ($) |
||||
|
N/A |
N/A |
N/A |
N/A |
||||
|
N/A |
N/A |
N/A |
N/A |
||||
|
N/A |
N/A |
N/A |
N/A |
||||
|
N/A |
N/A |
N/A |
N/A |
||||
|
N/A |
N/A |
N/A |
N/A |
46 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
Nonqualified Deferred Compensation Table
Certain highly compensated employees, including our NEOs, are eligible to participate in the Supplemental Executive Retirement Savings Plan (the "Top Hat Plan"). The Top Hat Plan allows participants to elect to defer compensation on a non-taxqualified basis and provides a vehicle for the Company to provide, on a non-taxqualified basis, matching contributions that could not be made on the participants' behalf to the tax-qualified401(k) Savings Plan due to limits imposed by
The following table sets forth information with respect to the Top Hat Plan.
2024 NONQUALIFIED DEFERRED COMPENSATION
Name |
Executive Contributions in Last FY ($)(1) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings/ (Losses) in Last FY ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) |
|||||||||||||||
|
- | - | - | - | - | |||||||||||||||
|
- | - | - | - | - | |||||||||||||||
|
- | - | - | - | - | |||||||||||||||
|
9,188 | - | 1,519 | - | 23,449 | |||||||||||||||
|
- | - | - | - | - |
(1) |
All amounts shown are also included in the 2024 Summary Compensation table in the "Salary" and/or "Non-EquityIncentive 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 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 a change in control), (ii) a resignation of employment by the eligible executive for Good Reason (as defined in the Executive Severance Plan) during the two year period following a Change in Control (as defined in the Executive Severance Plan), or (iii) resignation of employment by the eligible executive (whether or not in connection with a change of control), 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 eligible executive's base salary, (b) a material adverse reduction in responsibilities, duties, or authority; or (c) the material relocation of the eligible executive's principal place of employment by more than 40 miles from the eligible executive's principal place of employment, if such relocation materially increases the executive's commute, eligible executives shall be eligible to receive the following benefits:
(1) |
Severance: |
• | for the Chief Executive Officer, a severance payment equal to twenty-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 salary at then-current base pay (paid in a one-time,lump sum amount, less lawful deductions) |
(2) |
Bonus: |
• | 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) |
• | for all other eligible executives, one and one-halftimes (1.5x) target STI award payment for the applicable year of termination (paid in a one-time,lump sum amount, less lawful deductions) |
Table of Contents
Executive Compensation
(3) |
Health Benefits: for all eligible executives, payment by the Company for up to eighteen (18) months of the employer-portion of any COBRA premium payments (subject to the eligible executive's timely election of continuation coverage under COBRA and provided the eligible executive remains responsible for the employee portion in the same amount they would have paid/contributed as an active employee), and |
(4) |
Equity: for all eligible executives, the acceleration and vesting at the date of a qualified termination of (x) the prorated portion of the eligible executive's unvested time-based equity awards (non-qualifiedstock options and restricted stock awards) at the date of a qualified termination, based upon the number of months of service prior to the 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 prior to the qualified termination date (and which for purposes of calculation such awards' performance level will be set at "Target"). |
(5) |
Outplacement: for all eligible executives, a one-timelump sum payment of $50,000, less lawful deductions and withholdings, for outplacement assistance services. |
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 superseded all prior plans, programs, understandings and arrangements providing severance-type benefits to 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 non-solicitationobligations for a period of 12 months.
None of our NEOs will be entitled to excise tax gross-upsas the Executive Severance Plan does not provide for such payments.
The following table sets forth the value of the severance benefits that would have been payable to our continuing NEOs in the event of a qualifying termination on December 31, 2024 based on the closing price of our Common Stock of $275.43 on December 31, 2024.
Name |
Cash ($) |
STI Cash ($) |
Time-Based Equity Vesting Acceleration Value ($) |
PSU Vesting Value |
||||||||||||
|
2,000,000 | 3,000,000 | 3,562,310 | 14,653,976 | ||||||||||||
|
975,000 | 1,218,750 | 624,934 | 1,672,846 | ||||||||||||
|
817,500 | 1,021,875 | 1,175,442 | 1,328,621 | ||||||||||||
|
787,500 | 787,500 | 832,933 | 1,103,674 | ||||||||||||
|
825,000 | 825,000 | 616,012 | 925,716 |
Equity Compensation Plan Information
The following table sets forth certain information, as of December 31, 2024, 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) |
|||||||||
Equity compensation plans approved by security holders(1) |
1,345,181 |
$161.16 |
12,813,327 |
(1) |
Reflects the 2021 Equity Incentive Plan and the |
48 | Verisk 2025 Proxy Statement
Table of Contents
Executive Compensation
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 2024:
• | the median of the annual total compensation of all our employees (except our CEO) was $91,464; |
• | the annual total compensation of our Chief Executive Officer was $12,074,727; and |
• | the ratio of these two amounts was 132 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |
In calculating the median of the annual total compensation of all of our employees (other than our Chief Executive Officer) for 2024, as permitted by the Pay Ratio Rule, we are using the same median employee we used in the 2022 and 2023 pay ratio calculation, as there have been no material changes in our employee population or 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 that, as
of December 31, 2022, our employee population consisted of approximately 7,000 individuals worldwide, of which approximately 66% were located in
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
113 of our employees located in certain jurisdictions outside of
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 6,886 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
Once we identified our "median employee," we then calculated such employee's annual total compensation for 2024 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2024 (as set forth in the 2024 Summary Compensation in the Compensation Analysis and Discussion section of this Proxy Statement). Our CEO's annual total compensation for 2024 for purposes of the Pay Ratio Rule is equal to the amount reported in the "Total" column in the 2024 Summary Compensation Table.
Table of Contents
"Compensation Actually Paid" ("CAP"). Also as required by the
for the Company.
Metrics
|
Adjusted EBITDA
|
Revenue
|
Relative TSR
|
Incremental ROIC
|
measures discussed herein to the most directly comparable GAAP measure.
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 (SM)(7) |
|||||||||||||||||||||||||||||||||
Shavel
|
Stephenson
|
Shavel
|
Stephenson
|
TSR
(f)
|
Peer
Group TSR (5) (g)
|
|||||||||||||||||||||||||||||||||||
(a)
|
(b)
|
(b)
|
(c)
|
(c)
|
(d)
|
(e)
|
(h)
|
(i)
|
||||||||||||||||||||||||||||||||
2024
|
$ | 12,074,727 | N/A | $ | 21,282,096 | N/A | $ | 3,163,867 | $ | 4,834,504 | $ | 190.33 | $ | 181.25 | $ | 958 | $ | 1,576 | ||||||||||||||||||||||
2023
|
$ | 10,366,566 | N/A | $ | 21,717,026 | N/A | $ | 3,090,834 | $ | 5,238,100 | $ | 164.08 | $ | 159.07 | $ | 614 | $ | 1,433 | ||||||||||||||||||||||
2022
|
$ | 9,497,341 | $ | 11,539,051 | $ | 6,732,273 | ($ | 6,332,838 | ) | $ | 4,134,272 | $ | 2,547,625 | $ | 120.44 | $ | 123.70 | $ | 954 | $ | 1,285 | |||||||||||||||||||
2021
|
N/A | $ | 12,796,321 | N/A | $ | 16,416,053 | $ | 3,207,448 | $ | 3,917,525 | $ | 155.07 | $ | 156.06 | $ | 666 | $ | 1,248 | ||||||||||||||||||||||
2020
|
N/A | $ | 10,013,372 | N/A | $ | 27,909,134 | $ | 3,262,117 | $ | 7,939,143 | $ | 139.89 | $ | 127.00 | $ | 713 | $ | 1,376 |
(1) |
non-PEO
NEOs included non-PEO
NEOs included non-PEO
NEOs included non-PEO
NEOs included non-PEO
NEOs included |
(2) |
s b
e 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
|
2024
|
2023
|
2022
|
2021
|
2020
|
|||||||||||||||||||
Shavel
|
Shavel
|
Stephenson
|
Shavel
|
Stephenson
|
Stephenson
|
|||||||||||||||||||
Summary Compensation Table Total
|
$
|
12,074,727
|
$
|
10,366,566
|
$
|
11,539,051
|
$
|
9,497,341
|
$
|
12,796,321
|
$
|
10,013,372
|
||||||||||||
Deduction for SCT "Stock Awards" column value
|
($ | 7,600,135 | ) | ($ | 5,919,999 | ) | ($ | 8,400,001 | ) | ($ | 6,420,689 | ) | ($ | 7,875,006 | ) | ($ | 5,625,065 | ) | ||||||
Deduction for SCT "Option Awards" column value
|
($ | 1,899,792 | ) | ($ | 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 | $ | 0 | ($ | 98,355 | ) | ($ | 73,496 | ) | ||||||||||
Total Deductions from SCT
|
($
|
9,499,927
|
)
|
($
|
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 | $ | 0 | ||||||||||||
Increase for
year-end
fair value of unvested equity granted during the year |
$ | 12,058,835 | $ | 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
|
$ | 5,516,920 | $ | 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 | $ | 0 | $ | 1,751,269 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Increase /(deduction) for change in fair value of vested equity granted in prior years
|
$ | 1,131,542 | $ | 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 | $ | 0 | ||||||||||||
Total Adjustments
|
$
|
18,707,296
|
$
|
18,750,470
|
($
|
7,371,873
|
)
|
$
|
4,760,945
|
$
|
14,218,099
|
$
|
25,469,265
|
|||||||||||
Compensation Actually Paid
(SCT minus deductions plus total adjustments)
|
$
|
21,282,096
|
$
|
21,717,026
|
($
|
6,332,838
|
)
|
$
|
6,732,273
|
$
|
16,416,053
|
$
|
27,909,134
|
Average
Non-PEO
NEO SCT Total to CAP Reconciliation |
2024
|
2023
|
2022
|
2021
|
2020
|
|||||||||||||||
Summary Compensation Table Total
|
$
|
3,163,867
|
$
|
3,090,834
|
$
|
4,134,272
|
$
|
3,207,448
|
$
|
3,262,117
|
||||||||||
Deduction for SCT "Stock Awards" column value
|
($ | 1,534,981 | ) | ($ | 1,309,988 | ) | ($ | 2,690,771 | ) | ($ | 1,520,386 | ) | ($ | 1,373,430 | ) | |||||
Deduction for SCT "Option Awards" column value
|
($ | 383,749 | ) | ($ | 327,511 | ) | ($ | 297,717 | ) | ($ | 425,107 | ) | ($ | 457,820 | ) | |||||
Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value
|
($ | 2,677 | ) | $ | 0 | $ | 0 | ($ | 58,174 | ) | ($ | 66,761 | ) | |||||||
Total Deductions from SCT
|
($
|
1,921,406
|
)
|
($
|
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 | $ | 0 | ||||||||||
Increase for
year-end
fair value of unvested equity granted during the year |
$ | 2,435,580 | $ | 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
|
$ | 608,136 | $ | 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 | $ | 0 | ||||||||||
Increase /(deduction) for change in fair value of vested equity granted in prior years
|
$ | 548,328 | $ | 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 | $ | 0 | ||||||||||
Total Adjustments
|
$
|
3,592,043
|
$
|
3,784,765
|
$
|
1,401,841
|
$
|
2,713,744
|
$
|
6,575,037
|
||||||||||
Compensation Actually Paid
(SCT minus deductions plus total adjustments)
|
$
|
4,834,504
|
$
|
5,238,100
|
$
|
2,547,625
|
$
|
3,917,525
|
$
|
7,939,143
|
(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 retuindexed to $100 per share for the fourteen-company peer group we use for executive compensation benchmarking purposes which is also the industry line peer group reported in our Annual Report on Form
10-K
for the year ended December 31, 2024. One company in the peer group from the 2023 Pay versus Performance disclosure ( st
of the following years would be: 2020 ($ 128.58
), 2021 ($153.33), 2022 ($117.78), 2023 ($147.94), and 2024 ($169.21). |
(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 and 2024, 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 and 2024 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 divestitures, and the impact of fo
reign currency exchange rate changes. |
culture that links funding for STI and LTI programs to Company performance measured against pre
termined 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
performance goals under the STI and LTI programs as described in the CD&A above.
for the year ended December 31, 2024.
cently completed fiscal years.
Table of Contents
Certain Relationships and Related Transactions
Customer Relationships
In 2024, we received fees from Vantage Group in the amount of $2,314,032 for extreme event and catastrophe risk modeling solutions.
In 2024, we paid fees to Broadridge Financials Solutions, Inc. in the amount of $443,890 for proxy tabulation, distribution and annual meeting services.
Statement of Policy Regarding Transactions with Related Persons
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 Secretary any "related person transaction" (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-Kin 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 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.
56 | Verisk 2025 Proxy Statement
Table of Contents
Item 2 - Approval of the Compensation of the Company's Named Executive Officers on an Advisory, Non-bindingBasis
At the 2023 Annual Meeting of Shareholders, we conducted an advisory, non-bindingvote 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-bindingbasis 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 2024 as disclosed in this Proxy Statement on an advisory, non-bindingbasis ("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 2025 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-Payvote 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 2024 described in this Proxy Statement, including in 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-voteswill not be counted in determining the results of the vote.
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Item 3 - Ratification of the Appointment of
The Audit Committee appointed
A
Our Board unanimously recommends a vote "FOR" the ratification of
Independent Auditor's Fees.The following table summarizes the aggregate fees (including related expenses, in thousands) billed in 2024 and 2023 for professional services provided by
2024 |
2023 |
|||||||
Audit fees(1) |
$ |
2,575 |
$ |
2,554 |
||||
Audit-related fees(2) |
139 |
726 |
||||||
Tax fees(3) |
1,278 |
1,382 |
||||||
Total |
$ |
3,992 |
$ |
4,661 |
||||
(1) |
Audit fees consisted of fees billed for audits of our consolidated financial statements included in our Annual Reports on Form 10-Kand in our Registration Statements on Form S-3and 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, and amounts for 2023 reflect additional services required in connection with the disposition of the Energy business. |
(3) |
Includes tax compliance and other tax services not related to the audit, and amounts for 2023 reflect additional services required in connection with the disposition of the Energy business. |
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 Chair 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
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Audit Committee Report
The Audit Committee operates under a written charter adopted by the Board. The charter is available on our website at the "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. 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 Audit Committee held seven meetings during 2024 and has met in 2025 to discuss the Company's financial statements for the year ended December 31, 2024. With respect to the year ended December 31, 2024, 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, 2024 with management and |
• | 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 |
• | reviewed and discussed certain critical accounting policies; |
• | reviewed business and financial market conditions, including an assessment of risks posed to the Company's operations and financial condition; |
• | reviewed and strengthened risk oversight with management in coordination with the Board's Risk Committee and other Committees as appropriate; |
• | reviewed the results of the Company's annual greenhouse gas emissions inventory; |
• | reviewed and discussed compliance with legal and regulatory requirements and the whistleblower in-take process; and |
• | reviewed and discussed the transition to a new |
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
The Audit Committee has received the written disclosures and the letter from
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Audit Committee Report
During 2024, 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-auditservices provided by
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, 2024 be included in the Company's Annual Report on Form 10-K.The Audit Committee also appointed
Respectfully submitted,
60 | Verisk 2025 Proxy Statement
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Item 4 - Approval of the Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Limitation on Beneficial Ownership of the Company
Background
Article Thirteenth of the Certificate of Incorporation currently provides that the affirmative vote of the holders of at least two-thirdsof the voting power of the outstanding shares of common stock is required to amend, alter, repeal or otherwise modify Article Sixth (the "Insurer Group Supermajority Amendment"). Article Sixth requires that no "Insurer Group" shall beneficially own more than ten percent of the aggregate outstanding shares of common stock of the Company. "Insurer Group" is defined to mean 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.
Rationale and Proposed Amendment
At our 2024 Annual Meeting, our Board made no recommendation on a shareholder proposal seeking to eliminate the supermajority requirements in our governing documents, as the Board expressed its interest in obtaining the viewpoints of our shareholders on this matter. The shareholder proposal received majority support of the votes cast at the meeting.
After a review of evolving corporate governance practices and in response to the shareholder proposal, our Board has approved and declared that it is advisable and in the best interests of the Company and its shareholders to amend Article Thirteenth of the Certificate of Incorporation to eliminate the supermajority voting standard that applies with respect to changes to Article Sixth. This amendment does not impact the requirements under Article Sixth.
The Company encourages shareholders to review the full text of the Insurer Group Supermajority Amendment 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 Insurer Group
Supermajority Amendment set forth herein is qualified in its entirety by reference to the text of Appendix A.
Votes Required for Approval
For the Insurer Group Supermajority Amendment to the Certificate of Incorporation to become effective, this proposal must receive the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of common stock.
If the Insurer Group Supermajority Amendment is approved by our shareholders, immediately following such vote, we will make the appropriate filing with the Secretary of
Shareholders are also asked to consider the Management Proposals set forth in Items 5, 6 and 7, which relate to amendments to the Certificate of Incorporation to eliminate the default supermajority voting standard concerning certain business combinations, limit certain liability of officers as permitted by
Our Board unanimously recommends a vote "FOR" the Amendment to the Certificate of Incorporation to eliminate supermajority voting standards. Proxies solicited by the Board will be voted "FOR" this proposal unless otherwise instructed.
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Item 5 - Approval of the Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations
Background
As our Certificate of Incorporation is silent with respect to certain business combinations, we are subject to Section 203 of the Delaware General Corporation Law (the "DGCL"). Section 203 requires a supermajority shareholder vote for certain business combinations between the Company and an "interested shareholder," which is defined to include a person who acquires ownership of 15% or more of the Company's voting stock, unless the Board approves either the business combination or the person's 15% or more stock acquisition before the person becomes an interested shareholder. Under Section 203 of the DGCL, the business combination must be approved by the holders of at least two-thirdsof the voting stock of the Company that is not owned by the interested shareholder (the "DGCL Supermajority Threshold").
Rationale and Proposed Amendment
At our 2024 Annual Meeting, our Board made no recommendation on a shareholder proposal seeking to eliminate the supermajority requirements in our governing documents, as the Board expressed its interest in obtaining the viewpoints of our shareholders on this matter. The shareholder proposal received majority support of the votes cast at the meeting.
After a review of evolving corporate governance practices and in response to the shareholder proposal, our Board has approved and declared that it is advisable and in the best interests of the Company and its shareholders to amend the Certificate of Incorporation to change the voting standard that applies to certain business combinations with interested shareholders from the DGCL Supermajority Threshold to a majority of the outstanding voting stock of the Company that is not owned by the interested shareholder (the "Business Combination Amendment").
If the Business Combination Amendment is approved, provisions that are substantially similar to Section 203 will be added to the Certificate of Incorporation, except that the DGCL Supermajority Threshold will be replaced by a provision
requiring approval by a majority of the outstanding stock of the Company that is not owned by the interested shareholder entitled to vote on the matter.
The Board proposes to amend the Certificate of Incorporation by adding Article Thirteenth. The Company encourages shareholders to review the full text of the Business Combination Amendment in Appendix B to this Proxy Statement, with deletions indicated by strikeouts and additions indicated by underlining. The general description of the Certificate of Incorporation and the Business Combination Amendment set forth herein is qualified in its entirety by reference to the text of Appendix B.
Votes Required for Approval
For the Business Combination Amendment to the Certificate of Incorporation to become effective, this proposal must receive the affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote on the matter.
If the Business Combination Amendment is approved by our shareholders, immediately following such vote, we will make the appropriate filing with the Secretary of
Shareholders are also asked to consider the Management Proposals set forth in Items 4, 6 and 7, which relate to amendments to the Certificate of Incorporation to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, limit certain liability of officers as permitted by
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Item 5 - Approval of the Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations
forth in Items 4, 5, 6 and 7 are each approved by the shareholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the amendments contemplated by Appendix A, B,
proposals are approved by the shareholders, then we will file a certificate of amendment that implements only the amendments to our Certificate of Incorporation that were approved by shareholders.
Our Board unanimously recommends a vote "FOR" the Amendment to the Certificate of Incorporation to eliminate the default supermajority voting standard concerning certain business combination. Proxies solicited by the Board will be voted "FOR" this proposal unless otherwise instructed.
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Item 6 - Approval of the Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law
Background
Our Board has approved, adopted and declared advisable, and recommends that the Company's shareholders approve, amendments to the Certificate of Incorporation to limit the liability of officers to the fullest extent permitted by the DGCL (the "Exculpation Charter Amendment"). The current exculpation protections for directors remain unchanged.
Pursuant to and consistent with Section 102(b)(7) of the DGCL, Article Twelfth of the Certificate of Incorporation already eliminates the monetary liability of directors to the fullest extent permitted by the DGCL. Effective August 1, 2022, Section 102(b)(7) was amended to permit companies to provide for limitations for monetary liability for certain senior corporate officers including the chief executive officer, president, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer, any other person who is or was identified in our public filings with the
Rationale and Proposed Amendment
After a review of evolving corporate governance practices, our Board has approved and declared that it is advisable and in the best interests of the Company and its shareholders to amend Article Twelfth of the Certificate of Incorporation to limit the liability of officers. The Exculpation Charter Amendment would mitigate the risk of personal financial liability as a result of an unintentional misstep and help attract and retain officers, while keeping narrow the type of claims for which officers may be exculpated.
The Company encourages shareholders to review the full text of the Exculpation Charter Amendment in Appendix C to this Proxy Statement, with deletions indicated by strikeouts and additions indicated by underlining. The general description of the Certificate of Incorporation and the Exculpation Charter Amendment set forth herein is qualified in its entirety by reference to the text of Appendix C.
Votes Required for Approval
For the Exculpation Charter Amendment to the Certificate of Incorporation to become effective, this proposal must receive the affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote on the matter.
If the Exculpation Charter Amendment is approved by our shareholders, immediately following such vote, we will make the appropriate filing with the Secretary of
Shareholders are also asked to consider the Management Proposals set forth in Items 4, 5 and 7, which relate to amendments to the Certificate of Incorporation to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, eliminate the default supermajority voting standard for certain business combinations, and enable the ability of shareholders owning 25% of the Company's Common Stock to call special meetings of shareholders, respectively. The Management Proposals set forth in Items 4, 5, 6 and 7 are independent of each other. If the Management Proposals set forth in Items 4, 5, 6 and 7 are each approved by the shareholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the amendments contemplated by Appendix A, B,
Our Board unanimously recommends a vote "FOR" the Amendment to the Certificate of Incorporation to limit certain liability of officers as permitted by
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Item 7 - Approval of the Amendment to the Certificate of Incorporation to Enable the Ability of One or More Shareholders as a Group Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
Background
Our Board has approved, adopted and declared advisable, and recommends that the Company's shareholders approve, amendments to the Certificate of Incorporation to enable the Board to adopt a shareholders' right to call special meetings of shareholders (the "Special Meeting Charter Amendment"). Article Eleventh of the Certificate of Incorporation currently permits only the Board, the Chairman of the Board, the CEO, the President or the Secretary of the Company to call special meetings of shareholders.
If the Special Meeting Charter Amendment is approved by shareholders, the Board will approve amendments to Section 2.03 of Article 2 of the Company's Bylaws (the "Special Meeting Bylaw Amendment", and together with the Special Meeting Charter Amendment, the "Special Meeting Amendment"). This would give one or more shareholders as a group owning 25% or more of the voting power of the outstanding shares of common stock entitled to vote the ability to request that the Board call a special meeting of shareholders. Shareholders must comply with the information, procedural and other requirements set forth in the Special Meeting Bylaw Amendment, which is provided in Appendix D to this Proxy Statement and also summarized below.
Rationale and Proposed Amendment
After a review of evolving corporate governance practices and in response to the shareholder proposal set forth in Item 8 of this Proxy Statement requesting that the Company adopt a special meeting right for one or more shareholders with a combined 10% ownership threshold, our Board has approved and declared that it is advisable and in the best interests of the Company and its shareholders to approve the removal of the provision in Article Eleventh of the Certificate of Incorporation to enable the ability of shareholders to call special meetings of shareholders.
The Board recognizes that providing shareholders the ability to call special meetings is viewed as an important corporate governance practice that promotes long-term value by reinforcing Board and management accountability to the Company's shareholders. However, special meetings of shareholders can distract management and the Board from pursuing important business initiatives and objectives. It can also lead to substantial expenses. Accordingly, the Board determined that a 25% ownership threshold for one or more shareholders as a group in the Special Meeting Bylaw Amendment, rather than the combined 10% threshold requested in the shareholder proposal, will help balance these considerations and provide that special meetings are called only in exceptional cases to advance the long-term interests of shareholders. This determination was based on several factors. First, we are committed to governance practices that promote long-term value and strengthen board and management accountability to our shareholders, clients and other stakeholders. This includes: an independent Chairman; a market-standard proxy access right that permits eligible shareholders to include their eligible director nominees in the Company's Proxy Statement; and majority voting in uncontested director elections with a resignation policy. Second, our Board considered the results of benchmarking against other S&P 500 companies and the Company's peers, which indicated that the 25% threshold is prevalent, as well as the voting policies of significant shareholders.
In addition, the Board believes that shareholder-requested special meetings should not be held in close proximity to annual meetings, or when the matters to be addressed have been recently considered or are planned to be considered at another meeting. As a result, the Special Meeting Bylaw Amendment would limit the timing of shareholder-requested special meetings. Our Board would also continue to have the ability to call special meetings of our shareholders (as would the Chairman of the Board, the Chief Executive Officer, the President and the Secretary of the Company) in instances
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Item 7 - Approval of the Amendment to the Certificate of Incorporation to Enable the Ability of One or More Shareholders as a Group Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
when, in the exercise of their fiduciary obligations, they determine it is appropriate.
The Company encourages shareholders to review the full text of the Special Meeting Charter Amendment and the Special Meeting Bylaw Amendment in Appendix D to this Proxy Statement, with deletions indicated by strikeouts and additions indicated by underlining. The general description of the Certificate of Incorporation, the Special Meeting Charter Amendment and the Special Meeting Bylaw Amendment set forth herein is qualified in its entirety by reference to the text of Appendix D.
Related Changes to the Bylaws
The Board believes that subjecting the right of shareholders to request that the Company call special meetings to the ownership, notice, information and other requirements set forth in the Special Meeting Bylaw Amendment is important to avoid inappropriate, duplicative and/or unnecessary special meetings.
If the Management Proposal set forth in this Item 7 is adopted, the Special Meeting Bylaw Amendment would provide, in part, the following.
Ownership Provisions
The Company is required to call a special meeting of shareholders upon the written request of one or more shareholders who own shares or are acting on behalf of beneficial owners who own shares representing 25% or more of the voting power of the outstanding common stock of the Company. The definition of "own" or "ownership" included in the Special Meeting Bylaw Amendment refers to the current definition of stock ownership that applies under the proxy access right set forth in Article 2, Section 2.10(c)(iii)(D) of the Bylaws. Only the possession of both the full voting and investment rights and the full economic interest for the shares counts as relevant ownership.
Information Provisions
Any special meeting request must set forth the same information regarding the business to be conducted at the meeting and regarding any director candidate to be nominated at the meeting that is required to be provided by a shareholder who proposes to introduce such business or to make director nominations at an annual meeting of shareholders. Each shareholder supporting the special meeting request must provide information as to the number of shares of the Company's stock that it owns.
Additional Provisions
The Special Meeting Bylaw Amendment sets forth certain procedural requirements that the Board believes are
appropriate to avoid duplicative or unnecessary special meetings. Under these provisions, a special meeting request would not be valid if it:
• | does not comply with the requirements pertaining to special meeting requests set forth in the Bylaws or violates Regulation 14A under the Exchange Act; |
• | relates to an item of business that is not a proper matter for shareholder action under applicable law or that involves a violation of applicable law; |
• | is received during certain time periods; or |
• | relates to an item of business that is identical or substantially similar to any item of business that was previously presented or will be presented at a shareholder meeting, subject to certain specifications. |
Additionally, under the Special Meeting Bylaw Amendment:
• | if shareholders who request a special meeting revoke the request or cease to own 25% of the outstanding common stock of the Company, then the Company is not required to hold the special meeting; and |
• | business to be transacted at a shareholder-requested special meeting would be limited to the business stated in a valid special meeting request and any additional business that the Board determines to include in the notice for such special meeting. |
Votes Required for Approval
For the Special Meeting Amendment to become effective, this proposal must receive the affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote on the matter.
If the Special Meeting Amendment is approved by our shareholders, immediately following such vote, we will make the appropriate filing with the Secretary of
Shareholders are also asked to consider the Management Proposals set forth in Items 4, 5 and 6, which relate to amendments to the Certificate of Incorporation to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, eliminate the default supermajority voting standard for certain business combinations, and limit certain liability of officers as permitted by
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Item 7 - Approval of the Amendment to the Certificate of Incorporation to Enable the Ability of One or More Shareholders as a Group Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
each approved by the shareholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the amendments contemplated by Appendix A, B,
but not all, of these proposals are approved by the shareholders, then we will file a certificate of amendment that implements only the amendments to our Certificate of Incorporation that were approved by shareholders.
Our Board unanimously recommends a vote "FOR" the Amendment to the Certificate of Incorporation to Enable the Ability of Shareholders Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders. Proxies solicited by the Board will be voted "FOR" this proposal unless otherwise instructed.
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Item 8 - Support Shareholder Ability to Call for a Special Shareholder Meeting
This proposal was submitted by
For the reasons set forth following the proposal, the Board recommends a vote "AGAINST" this shareholder proposal requesting shareholder ability to call for a special shareholder meeting.
Shareholder Proposal
Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.
A shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for a special shareholder meeting will help ensure that the Verisk Analytics Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting.
To guard against the Verisk Analytics Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises.
This proposal topic is now more important than ever because there has been a mad rush of Board exculpation proposals to limit the financial liability of directors when they violate their fiduciary duty. This is a disincentive for improved director performance. Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors.
Companies can claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a letter to the CEO.
With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting for important issues and
Please vote yes:
Support Shareholder Ability to Call for a Special Shareholder Meeting - Proposal 8
Board of Directors' Statement in Opposition
The Board Is Recommending That Shareholders Instead Approve the Company's Proposal Set Forth in Item 7 Which Would Enable a Special Meeting Right With a 25% Ownership Threshold
After a review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of investor views, the Board recognizes that the ability of shareholders to call special meetings is viewed as an important shareholder right.
The Board believes that the combined 10% ownership threshold for calling a special meeting in the shareholder proposal is not in the best interests of the Company. Instead, the Board recommends in the Management Proposal set forth in Item 7 that shareholders approve an amendment to the Certificate of Incorporation to enable the Board to provide one or more shareholders as a
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Item 8 - Support Shareholder Ability to Call for a Special Shareholder Meeting
group owning at least 25% or more of outstanding shares the right to call a special meeting. In the Board's view, this ownership threshold strikes an appropriate balance between allowing a meaningful number of shareholders to exercise the right to raise issues in between annual meetings, and the necessary diversion of management's time and resources from responding to shareholder requests to call special meetings. For a detailed discussion, see the Management Proposal set forth in Item 7 of this Proxy Statement.
Special meetings impose significant costs on the Company and take attention away from business initiatives and goals. Implementing a 25% ownership threshold and other reasonable processes and procedures, as explained in the Management Proposal set forth in Item 7, would instead help to ensure that a special meeting is called only when there is meaningful support among the Company's shareholders, while providing shareholders with an important right to strengthen the accountability of the Board and management. The Board also believes that the 25% ownership threshold in the Management Proposal set forth in Item 7of this Proxy Statement is consistent with corporate governance practices among S&P 500 companies.
The Proposal Is Unnecessary Given Our Strong Governance Practices
Introducing a special shareholder meeting right with a 10% threshold is unnecessary in light of the Company's current governance practices. These strong governance practices include, among others:
• |
Proxy access for qualifying shareholders to nominate directors |
• |
Majority voting in uncontested director elections |
• |
Separate roles of Independent Chair and CEO |
• |
100% independent members of the Audit; Finance and Investment; Governance, Corporate Sustainability and Nominating; Talent Management and Compensation; Risk and Executive Committees |
• |
Executive and Independent Director sessions after every Board and Committee Meeting |
• |
Annual Board and Committee Evaluations |
In light of these considerations regarding the Company's corporate governance framework, including management's proposal to enable the adoption of a special shareholder meeting right with a 25% ownership threshold, the Board believes that this proposal is unnecessary and not in the best interests of the Company and its shareholders.
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Shareholder Proposals and Nominations
Shareholder Proposals for the 2026 Annual Meeting. Shareholders intending to present a proposal at the 2026 Annual Meeting and have it included in our Proxy Statement for that meeting under Rule 14a-8must submit the proposal in writing to Corporate Secretary,
Shareholder Nominations or Other Proposals for the 2026 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 5, 2025 and no later than December 5, 2025, assuming we do not change the date of our 2026 Annual Meeting by more than 30 days before or after the anniversary date of our 2025 Annual Meeting.
Shareholders of record wishing to present a proposal or nomination at the 2026 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 2025 Annual Meeting, shareholders of record must submit the nomination or proposal, in writing, no earlier than February 19, 2026, and no later than March 21, 2026. As required by our bylaws, the written notice must demonstrate that it is being submitted by a shareholder of record of
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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 |
• | Nondiscretionary Items. The election of directors, the Say-on-Payproposal on an advisory, non-bindingbasis, the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, the management proposal to eliminate supermajority voting standards for certain business combinations, the management proposal to limit certain liability of officers as permitted by |
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 Say-on-Payproposal, the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, the management proposal to
eliminate supermajority voting standards for certain business combinations, the management proposal to limit certain liability of officers as permitted by
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 19, 2025. Submitting your proxy will not limit your right to vote during the 2025 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 2025 Annual Meeting to the Corporate Secretary,
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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, |
• | 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) 469-4327or may write to us at Investor Relations, |
545 Washington Blvd., |
Consent to Electronic Delivery of Annual Meeting Materials. Shareholders and ESOP participants can access this Proxy Statement and our Annual Report on Form 10-Kvia 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-mailaccount. 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,
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
72 | Verisk 2025 Proxy Statement
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Appendix A - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Limitation on Beneficial Ownership of the Company
THIRTEENTHFOURTEENTH: 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-thirdsof the voting power of the outstanding shares of Common Stock.
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Appendix B - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations
THIRTEENTH: Business Combinations. (1) Election Not to Be Governed by Section 203. The Corporation hereby expressly elects not to be subject to Section 203 of the Delaware Law.
(2) Business Combinations. (a)Notwithstanding any other provision in this Certificate of Incorporation to the contrary, the Corporation shall not engage in any Business Combination (as defined hereinafter) with any Interested Stockholder (as defined hereinafter) for a period of three years following the time that such stockholder became an Interested Stockholder, unless:
(i) prior to such time the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder;
(ii) upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, such stockholder owned at least eighty-five percent (85%) of the Voting Stock (as defined hereinafter) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such stockholder) those shares owned (A)by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (B)employee stock plans of the Corporation in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(iii) at or subsequent to such time the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least a majority of the outstanding Voting Stock which is not owned by such stockholder.
(b)The restrictions contained in this Section (2)shall not apply if:
(i) a stockholder becomes an Interested Stockholder inadvertently and (A)as soon as practicable divests itself ofownership of sufficient shares so that the stockholder ceases
to be an Interested Stockholder; and (B)would not, at any time within the three-year period immediately prior to a Business Combination between the Corporation and such stockholder, have been an Interested Stockholder but for the inadvertent acquisition of ownership; or
(ii) the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (A)constitutes one of the transactions described in the second sentence of this paragraph; (B)is with or by a Person who either was not an Interested Stockholder during the previous three years or who became an Interested Stockholder with the approval of the Board of Directors; and (C)is approved or not opposed by a majority of the directors then in office (but not less than one) who were directors prior to any Person becoming an Interested Stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x)a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to Section251(f) of the Delaware Law, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent (50%) or more of either that aggregate market value
of all of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as defined hereinafter) of the Corporation; or (z)a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days' notice to all Interested Stockholders prior to the consummation of any of the transactions described in clause (x)or (y) of this paragraph.
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Appendix B - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations
(c) As used in this Section (2)only, and unless otherwise provided by the express terms of this Section (2), the following terms shall have the meanings ascribed to them as set forth in this paragraph (c):
(i) "Affiliate" means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;
(ii) "Associate", when used to indicate a relationship with any Person, means: (A) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of Voting Stock; (B) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person;
(iii) "Business Combination" means: (A) any merger, consolidation, statutory conversion or domestication of the Corporation (other than a merger effected pursuant to Section 253 or Section 267 of the Delaware Law) or any direct or indirect majority-owned subsidiary of the Corporation with (aa) the Interested Stockholder, or (bb) with any Person if the merger, consolidation, statutory conversion or domestication is caused by the Interested Stockholder and as a result of such act or transaction paragraph (a) of this Section (2) is not applicable to the surviving entity; (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation; (C) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to the Interested Stockholder, except: (aa) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the Interested Stockholder became such; (bb) pursuant to a merger under Section 251(g), 253 or 267 of the Delaware Law; (cc) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of
the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the Interested Stockholder became such; (dd) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of such Stock; or (ee) any issuance or transfer of Stock by the Corporation; provided however, that in no case under items (cc) through (ee) of this subparagraph shall there be an increase in the Interested Stockholder's proportionate share of the Stock of any class or series of the Corporation or of the Voting Stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); (D) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the Stock of any class or series, or securities convertible into the Stock of any class or series, of the Corporation or of any such subsidiary which is owned by the Interested Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of Stock not caused, directly or indirectly, by the Interested Stockholder; or (E) any receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in the immediately preceding subparagraphs (A) through (D)) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of the Corporation.
(iv) "Control", including the terms "controlling", "controlled by" and "under common control with", means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise. A Person who is the owner of twenty percent (20%) or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption ofcontrol shall not apply where such Person holds VotingStock, in good faith and not for the purpose of circumventing this Section (B), as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity;
(v) "Interested Stockholder" means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (A) is the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation, or (B) is an Affiliate or Associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation at any time
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Appendix B - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations
within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Section (2) to the contrary, the term "Interested Stockholder" shall not include any Person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of action taken solely by the Corporation, provided that, for purposes of this sentence, such Person shall be an Interested Stockholder if thereafter such Person acquires additional shares of Voting Stock of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such Person;
(vi) "Owner", including the terms "own" and "owned", when used with respect to any Stock, means a Person that individually or with or through any of its affiliates or associates beneficially owns such Stock, directly or indirectly; or has (A) the right to acquire such Stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered Stock is accepted for purchase or exchange; or (B) the right to vote such Stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the owner of any Stock because of such Person's right to vote such Stock if the agreement, arrangement or understanding to vote such Stock arises
solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (B) of this paragraph), or disposing of such Stock with any other Person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such Stock; provided, that, for the purpose of determining whether a Person is an Interested Stockholder, the Voting Stock of the Corporation deemed to be outstanding shall include Stock deemed to be owned by the Person through application of this definition of "owned" but shall not include any other unissued Stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;
(vii) "Person" means any individual, corporation, partnership, unincorporated association or other entity;
(viii) "Stock" means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest; and
(ix) "Voting Stock" means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of or voting power conferred by such Voting Stock.
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Appendix C - Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law
TWELFTH: Indemnification.(1) Limited Liability.ANodirector or officerof the Corporation shall notbe liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable,to the fullest extent permitted by Delaware Law. Solely for the purposes of this Section (1), "officer" shall have the meaning provided in Section102(b)(7) of Delaware Law, as amended from time to time.
(2) Right to Indemnification.(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) Insurance.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) Non-exclusivityof Rights.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) Preservation of Rights.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.
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Appendix D - Amendment to the Certificate of Incorporation to Enable the Ability of Shareholders Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
Certificate of Incorporation Article 11
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, wheneverWheneverholders 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.
Bylaws Section 2.03
Section 2.03. Special Meetings.
(a) Except as otherwise required by law, and subject to the rights of the holders of any series of preferred stock, specialSpecialmeetings of stockholders may be called only (i) by the Board of Directors or the Chairman of the Board of Directors,; (ii) bythe Chief Executive Officer,; (iii) bythe President or the Secretary of the Corporationand may not be called by any other person.; or (iv)upon the written request delivered to the Secretary of the Corporation both at the principal executive office of the Corporation, signed and dated by one or more stockholders of record, or beneficial owners, if any, of the Corporation (the "Requesting Stockholders") who own not less than 25% of the voting power of the outstanding shares of common stock of the Corporation entitled to vote on each of the matters proposed to be considered at such special meeting (the "Requisite Percentage") and who have compliedwith all respects of this Section2.03. Except as otherwise required by law, notice of the special meeting shall be given in accordance with Section2.04 of this Article 2.
(b) To be in proper form, any request or requests for a special meeting pursuant to Section 2.03(a)(iv) (each, a "Special Meeting Request" and, collectively, the "Special Meeting Requests") (i) must be delivered in accordance with Section 2.03(a)(iv) by one or more Requesting Stockholders who (a) at the time each Special Meeting Request is delivered, own or are acting on behalf of persons who own, the Requisite Percentage; (b) shall not revoke such Special Meeting Request; and (c) shall continue to own not less than the Requisite Percentage through the date of the special meeting; (ii) must provide a statement of the specific purpose(s) of the special meeting, the matter(s) proposed to be acted on at the special meeting, the reason(s) for conducting such business at the special meeting and any material interest(s) in such business of each Requesting Stockholder; (iii) must contain such information and representations required by these Bylaws as though such Requesting Stockholders are intending to nominate a candidate for director at an annual meeting of stockholders pursuant to Section 2.10(a) of this Article 2 or propose other business to be brought before an annual meeting of stockholders pursuant to Section 2.11 of this Article 2; and (iv) must contain (a) an agreement by the Requesting Stockholders to notify the Corporation promptly in the event of any disposition following the date of the Special Meeting Request of shares of common stock of the Corporation owned by the Requesting Stockholders and (b) an acknowledgement that any such disposition prior to the date of the special meeting shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares and that such shares will no longer be included in determining whether the Requisite Percentage has been satisfied.
In determining whether a request for a special meeting has been properly made in accordance with Section2.03(a)(iv), multiple Special Meeting Requests delivered to the Secretary
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Appendix D - Amendment to the Certificate of Incorporation to Enable the Ability of Shareholders Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
of the Corporation will be considered together only if (i)eachSpecial Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at such meeting (which, if such purpose is the removal of directors, will mean that the exact same person or persons are proposed for removal in each relevant Special Meeting Request), and in each case, as determined by the Board of Directors in accordance with the directors' fiduciary duties, and (ii)such Special Meeting Requests have been delivered to, and received by, the Secretary of the Corporation no later than the close of business on the tenth day following the earliest dated Special Meeting Request (whether or not such earliest dated Special Meeting Request later is revoked). Any Requesting Stockholder may revoke their Special Meeting Request at any time prior to the date of the special meeting by written revocation to the Secretary of the Corporation delivered to, and received by, the Secretary of the Corporation both at the principal executive office of the Corporation. If, following such revocation there are unrevoked requests from Requesting Stockholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting. If none of the Requesting Stockholders who submitted a Special Meeting Request appears or sends a duly authorized representative to present the business proposed to be conducted at the special meeting, the Corporation need not present such business for a vote at such special meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.
For purposes of this Section 2.03, the terms "owned," "owning" and other variations of the word "own" shall have the meaning set forth in Article 2, Section 2.10(c)(iii)(D) of these Bylaws.
(c) The Secretary of the Corporation shall not be required to call a special meeting pursuant to Section 2.03(a)(iv) if, in the determination of the Board of Directors made in accordance with the directors' fiduciary duties, (i) the Special Meeting Request does not comply with these Bylaws; (ii) the matter(s) set forth in the Special Meeting Request, relates to an item of business that is not a proper matter for stockholder action under the General Corporation Law of the
directors' fiduciary duties (a "Similar Item"), other than the election of directors, was presented at a meeting of stockholders held not more than 12 months before the Special Meeting Request is received by the Secretary of the Corporation; (v) a Similar Item was presented at a meeting of stockholders held not more than 120 days before the Special Meeting Request is received by the Secretary of the Corporation; (vi) a Similar Item is included in the Corporation's notice of meeting as an item of business to be brought before an annual meeting or special meeting that has been called but not yet held or that is called for 120 days after the Special Meeting Request is received by the Secretary of the Corporation; or (vii) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other applicable law. For purposes of this Section 2.03(c), the nomination, election or removal of directors shall be deemed to be a Similar Item with respect to all actions involving the nomination, election or removal of directors, changing the size of the Board and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors.
(d) A special meeting called pursuant to Section 2.03(a)(iv) shall be held at such date, time and place, if any, as may be fixed by the Board of Directors in accordance with these Bylaws, provided, however, that the special meeting shall not be held more than 120 days after receipt by the Corporation of a valid Special Meeting Request. In fixing a date and time for any Stockholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. Each Requesting Stockholder is required to (i) update and supplement the Special Meeting Request delivered pursuant to Section 2.03(b), if necessary so that it is true and correct as of the record date for the special meeting, not later than 10 days following the later of the record date for the meeting day or the date notice of the record date is first publicly disclosed to provide any material changes in the foregoing information as of such record date, (ii) update and supplement the Special Meeting Request delivered pursuant to Section 2.03(b) in accordance with the requirements under Section 2.10(a) and Section 2.11 of this Article 2, as applicable, as if such requirements applies herein mutatis mutandis and (ii) promptly provide any other information reasonably requested by the Corporation. For the avoidance of doubt, the obligation to update and supplement as set forth in Section 2.03(a) shall not limit the Corporation's rights with respect to any deficiencies in any request provided by a stockholder, extend any applicable deadlines under these
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Appendix D - Amendment to the Certificate of Incorporation to Enable the Ability of Shareholders Owning 25% of the Company's Common Stock to Call Special Meetings of Shareholders
bylaws or enable or be deemed to permit a stockholder who has previously submitted a request under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before the special meeting of stockholders.
(e) To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors or (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors. Business transacted at any special meeting as a result of a valid Special Meeting Request shall be limited to (x) the purpose(s)
stated in the Special Meeting Request(s) received from the Requisite Percentage of Requesting Stockholders and (y) any additional matters the Board of Directors determines to include in the Corporation's notice of the special meeting. Except as otherwise provided by Delaware Law, the Certificate of Incorporation or these Bylaws, the Chair of the special meeting shall have the power and authority, subject to the supervision of the Board of Directors, to determine whether any business proposed to be brought before a special meeting was proposed in accordance with the foregoing procedures. No business shall be conducted at a special meeting of stockholders except in accordance with this Section 2.03 or as required by Delaware Law.
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Appendix E - Reconciliation of GAAP and Non-GAAPFinancial Measures
The Company has provided certain non-GAAPfinancial information as supplemental information regarding its operating results. These measures are not in accordance with, or an alternative for,
measures 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-GAAPmeasures such as Adjusted EBITDA as performance metrics in determining executive compensation.
Below is a reconciliation of the GAAP and non-GAAPfinancial measures discussed in the Compensation Discussion and Analysis section of this Proxy Statement.
(in millions)
2024 |
2023 |
|||||||
Net income |
$957.5 |
$614.4 |
||||||
Less: Income (Loss) from discontinued operations, net of tax benefit (expense) of $6.8 and $(12.6) |
6.8 |
(154.0 |
) |
|||||
Income from continuing operations |
950.7 |
768.4 |
||||||
Depreciation and amortization of fixed assets |
233.6 |
206.8 | ||||||
Amortization of intangible assets |
72.3 |
74.6 |
||||||
Interest expense |
124.6 |
115.5 |
||||||
Provision for income taxes |
277.9 |
258.8 | ||||||
EBITDA |
1,659.1 |
1,424.1 |
||||||
Impairment of cost-based investments |
1.7 |
6.5 |
||||||
Litigation reserve, net of recovery |
(4.7 |
) |
38.2 |
|||||
Acquisition-related adjustments (earn-outs) |
1.1 |
(19.4 |
) |
|||||
Loss (gain) directly related to dispositions from continuing operations |
12.1 |
(15.9 |
) |
|||||
Net gain upon settlement of investment in non-publiccompanies |
(100.6 |
) |
- |
|||||
Nonoperational foreign currency loss on internal loan transaction |
4.2 |
- |
||||||
Net gain on early extinguishment of debt |
(3.6 |
) |
- |
|||||
Leasehold impairment, net of lease modification gain |
6.7 |
- |
||||||
Adjusted EBITDA |
1,576.0 |
1,433.5 |
||||||
Adjusted EBITDA from acquisitions and dispositions |
(0.9 |
) |
1.0 |
|||||
Organic adjusted EBITDA |
$1,575.1 | $1,434.5 | ||||||
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