Verisk Analytics : 2025 Annual Report Proxy

Published: 2025-04-04 10:01:07 ET VRSK

Notice of 2025 Annual Meeting of Shareholders and Proxy Statement

Letter from our Independent Chair

Dear Shareholders,

I invite you to participate in Verisk's 2025 Annual Meeting of Shareholders, which will take place virtually on Tuesday, May 20, 2025 at 8:30 a.m. ET. You can join the live audio webcast by visitingwww.virtualshareholdermeeting.com/VRSK2025, where you will be able to listen to the meeting, submit questions and vote.

Consistent Growth, Strategic Engagement

In 2024, Verisk continued to deliver strong performance consistent with our financial guid-ance. This success reflects the company's focused execution on its three strategic priorities: delivering predictable growth, driving operational efficiency, and maintaining disciplined capi-tal allocation. Heightened strategic engagement at the C-suite level with clients has deep-ened relationships and opened new opportunities, resulting in stronger renewals and improved customer satisfaction. Verisk continues to invest in innovation and technology, including its Core Lines Reimagine initiative and Generative AI applications, while simulta-neously returning $1.3 billion to shareholders through dividends and share repurchases. As we enter 2025, Verisk remains a trusted solutions provider to the global insurance ecosys-tem, creating efficiencies through network connections and generating innovative solutions that address the industry's evolving challenges with catastrophic events, regulatory changes, and technological advancement.

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 Verisk's Enterprise Risk Manage-ment function.

We express our deep gratitude to Vincent Brooks and Wendy Lane, who are not being nomi-nated for re-election and are retiring from the Board as of the 2025 Annual Meeting of Share-holders. Their leadership, guidance and commitment to enhancing shareholder value were invaluable during a period of significant organizational transformation for Verisk.

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 Verisk, we are nominating two new independent directors to stand for election at the 2025 Annual Meeting of Shareholders: Christopher J. Perry, a seasoned executive leader at large global information services public companies with deep go-to-market and sales expertise, and Sabra R. Purtill, an experienced financial executive at leading insurance and financial services companies.

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,

Bruce Hansen

Independent Chair

April 4, 2025

Notice of 2025 Annual Meeting of Shareholders

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of Verisk Ana-lytics, Inc. will be held on Tuesday, May 20, 2025, at 8:30 am ET, in a virtual format as a live audio webcast that can be accessed atwww.virtualshareholdermeeting.com/VRSK2025, to:

Proposal

Board Recommendation Page

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

FOR each nominee

Approve the compensation of the Company's

2 named executive officers on an advisory, non-binding basis ("Say-on-Pay");

FOR

3 4 5 6

Ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2025;

FOR

To vote on the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company;

FOR

To vote on the management proposal to eliminate supermajority voting standards for certain busi-ness combinations;

FOR

To vote on the management proposal to limit certain liability of officers as permitted by Dela-ware law;

FOR

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

To vote on a shareholder proposal, if properly presented at the meeting.

AGAINST

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 advi-sory, non-binding basis, the ratification of the appointment of the auditor, the manage-ment 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 Delaware law, and the management proposal to enable the ability of shareholders owning 25% of the Company's common stock to call special meetings of shareholders. Our Board of Directors recommends that you vote "AGAINST" the shareholder proposal, if properly presented at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission (the "SEC") rule allowing companies to furnish proxy materials via the Internet. We believe this notice and access process expedites shareholders' receipt of proxy materials and lowers the costs of our annual meeting of shareholders. Accordingly, we have sent to most of our beneficial owners the Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. We are mailing paper copies of our 2025 Annual Meeting materials to our shareholders of record, and to eligible participants in the ISO 401(k) Savings and Employee Stock Ownership Plan (the "ESOP").

The Notice of Internet Availability of Proxy Materials is being sent to certain of our share-holders beginning on or about April 4, 2025. The Proxy Statement is being made available to our shareholders and eligible ESOP participants beginning on or about April 4, 2025. On behalf of the Board of Directors,

Thomas C. Wong

Assistant General Counsel and Corporate Secretary

Meeting Information

Date and Time

May 20, 2025 8:30 a.m. ET

Locationwww.virtualshareholdermeeting. com/VRSK2025

Record Date

March 24, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2025.

Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available atwww.proxyvote.com. Upon written request to our Corpo-rate Secretary, we will provide a copy of our Annual Report on Form 10-K without charge. Please mail any written request to the attention of Corporate Secretary, Verisk Analytics, Inc., 545 Wash-ington Boulevard, Jersey City, NJ 07310-1686.

Table of Contents

1 Proxy Statement

1 Annual Meeting Information

2 Voting Information

4 ITEM 1 - Election of Directors

12 Corporate Governance

12 Corporate Governance Strengths

12 Actions Taken in 2024 and 2025 to Strengthen Corporate Governance

12 Shareholder Engagement

13 Proxy Access

13 Committee Leadership and Membership Refreshment

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

13 Director Independence

14 Board Meetings and Director Attendance

18 Written Committee Charters

18 Director Attendance at Annual Meetings

18 Independent Executive Sessions

18 Communications with Directors

19 Mandatory Retirement

19 Compensation Governance

19 Board Criteria

20 Shareholder Recommendations for Board Candidates

20 Board Role in Risk Oversight

21 Board Evaluations

21 Succession Planning

22 Corporate Governance Documents

23 Directors' Compensation

25 Executive Officers of Verisk

26 Security Ownership of Certain Beneficial Owners and Management

28 Principal Shareholders

29 Executive Compensation

Compensation Discussion and Analysis

41 Talent Management and Compensation Committee Report

42 2024 Summary Compensation Table

44 2024 Grants of Plan-Based Awards

45 2024 Outstanding Equity Awards at Fiscal Year-End

46 2024 Option Exercises and Stock and PSUs Vested

46 2024 Pension Benefits

47 2024 Nonqualified Deferred Compensation

47 Potential Payments upon Termination or Change in Control

48 Equity Compensation Plan Information

49 CEO Pay Ratio

50 Pay Versus Performance

56 Certain Relationships and Related Transactions

57 ITEM 2 - Approval of the Compensation of the Company's Named Executive Officers on an Advisory, Non-Binding Basis

58 ITEM 3 - Ratification of the Appointment of the Company's Independent Auditor

59 Audit Committee Report

61 ITEM 4 - Approval of the Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Limitation on Beneficial Ownership of the Company

62 ITEM 5 - Approval of the Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations

64 ITEM 6 - Approval of the Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law

65 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

68 ITEM 8 - Support Shareholder Ability to Call for a Special Shareholder Meeting

Appendix B - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Certain Business Combinations

77 Appendix C - Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law

70 Shareholder Proposals and Nominations

71 Additional Voting Information

72 Other Matters

73 Appendix A - Amendment to the Certificate of Incorporation to Eliminate Supermajority Voting Standards for Limitation on Beneficial Ownership of the Company

78 Appendix D - 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

81 Appendix E - Reconciliation of GAAP and Non-GAAP Financial Measures

Proxy Statement

We are making this Proxy Statement available in connection with the solicitation of proxies by our Board of Directors for the 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 April 4, 2025. In this Proxy Statement, we refer to Verisk Analytics, Inc. as the "Company," "Verisk," "we," "our" or "us" and the Board of Directors as the "Board."

Annual Meeting Information

Date and Location

We will hold the 2025 Annual Meeting on Wednesday, May 20, 2025 at 8:30 AM, ET, in a virtual format as a live audio web-cast. The virtual meeting can be accessed atwww.virtualshareholdermeeting.com/VRSK2025. You will not be able to attend the 2025 Annual Meeting in person.

Admission, Voting and Submitting Questions

Only record or beneficial owners of shares of Verisk's com-mon stock ("Common Stock") as of the Record Date, as defined below, or their proxies, and eligible participants of the ESOP may attend the virtual 2025 Annual Meeting. You will be able to attend the 2025 Annual Meeting online, vote your shares online and submit questions online during the meeting by logging into the meeting website atwww.virtualshareholdermeeting.com/VRSK2025, and enter-ing the 16-digit control number found on your Notice, proxy card, or voting instruction form sent to you.

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

We encourage you to vote in advance of the meeting, but you may also vote your shares electronically during the 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 com-bined and answered together.

Questions regarding personal matters or matters not relevant to the meeting will not be answered. The guidelines for sub-mitting 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 March 24, 2025. Record and beneficial owners may vote all shares of Common Stock they owned as of the close of business on that date. Each share of Common Stock entitles you to one vote on the election of each of the directors nominated for election and one vote on each other matter voted on at the 2025 Annual Meeting. On the Record Date, 139,944,616 shares of Common Stock were outstanding. We need a quorum consist-ing of a majority of the outstanding shares of Common Stock entitled to vote on the Record Date present, in person or by proxy, to hold the 2025 Annual Meeting.

Notice of Electronic Availability of Proxy Materials

Pursuant to the rules adopted by the SEC, we are making this Proxy Statement and our Annual Report on Form 10-K avail-able to many of our shareholders electronically via the Inter-net. On or about April 4, 2025, we are mailing to our beneficial owners (other than ESOP participants) the Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. If you would like to receive a printed or electronic copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Your partic-ipation in this process enables us to save money on the cost of printing and mailing the documents to you.

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

Voting Information

Record and Beneficial Owners

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be a shareholder of record, and our 2025 Annual Meeting materials are being sent to you directly by us. As the shareholder of record, you have the right

Votes Required

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.

Proposals for Your Vote

Votes Required

Effect of Abstentions

Effect of Broker

Non-Votes

Proposal 1: Electing Eleven Members of the Board of Directors

Majority of votes cast

No effect

Proposal 2: Approving the Compensation of the Company's Named Executive Officers on an Advisory, Non-binding Basis ("Say-on-Pay")

Affirmative vote of a majority of shares present or repre sented by proxy and entitled to vote thereon

Vote against

No effect

Proposal 3: Ratifying the Appointment of Deloitte & Touche LLP as Independent Auditor for 2025

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

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

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

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

Proposal 7: Management Proposal to Enable the Ability of One or More Shareholders as a Group Owning 25% of the Compa-ny's Common Stock to Call Special Meetings of Shareholders

Affirmative vote of a majority of shares outstanding and entitled to vote thereon

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

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. The Governance, Corporate Sustainability and Nominating Committee will consider the resignation and make a recommendation to the Board whether to accept or reject the resignation. If the Board decides not to accept the resignation, the director will continue to serve on the Board until such director's successor is elected and qualified or until such director's earlier resignation or removal. If the Board accepts the resignation, the Governance, Corporate Sustain-ability and Nominating Committee may recommend to the Board, and the Board will thereafter decide, whether to fill the resulting vacancy or to reduce the size of the Board. The Board, excluding the director in question, will act on the Governance, Corporate Sustainability and Nominating Com-mittee's recommendation and publicly disclose its decision and the rationale supporting it within 90 days following the date of the certification of the election results.

Votes Required to Elect New Nominees

Since Mr. Perry and Ms. Purtill are new nominees standing for election to the Board at the 2025 Annual Meeting, they will not be elected if they do not receive a majority of the votes cast in an uncontested election.

"Abstaining" and "Broker Non-Votes"

You may also "abstain" from voting for the director nominees and the other proposals. Shares voting "abstain" and broker non-votes with respect to any nominee for director will have no effect on the election of directors. Shares voting "abstain" on the other proposals will have the effect of a vote against the proposal. Broker non-votes will not be counted in determining the results of the vote on any of the matters where brokers cannot vote (proposal 3). Broker non-votes will 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-votes will be counted as present at the 2025 Annual Meeting for purposes of determining a quorum.

Item 1 - Election of Directors

Each person elected as a director at the 2025 Annual Meeting will serve a one-year term ending at the next meeting of shareholders following the director's election, or until the director's earlier death, resignation or removal. The number of directors is fixed by our Board of Directors, subject to the terms of our Certificate of Incorporation. Our Board of Direc-tors currently consists of eleven directors. Current incumbent directors Vincent K. Brooks and Wendy Lane are not being nominated for re-election at the 2025 Annual Meeting. The Board is nominating two new candidates, Christopher J. Perry and Sabra R. Purtill, for election at the 2025 Annual Meeting.

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 back-grounds, 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.

Board Tenure

Neither Mr. Perry nor Ms. Purtill are currently serving on the Board. Accordingly, if all the nominees are elected at the 2025 Annual Meeting, the Board will have eleven members and the size of the board will remain fixed at eleven seats.

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 nomi-nee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nomi-nated by the Board or the Board may reduce its size.

Board Refreshment

64%

of our Board members appointed in last 3 years

Independence

91%

of our Board members are independent

0-5 years

5-10 years

>10 years

Other Public Company Board Experience

55%

of our Board members have other public company board experience

Prior or Current Executive Leadership

91%

of our Board members have prior/current executive leadership

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

Accounting & Finance

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

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.

‹

Hogenson

Soroye

Disclaimer

Verisk Analytics Inc. published this content on April 04, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 14:00 UTC.