VERISK ANALYTICS INC (VRSK)
Sector: Industrials
2026 Annual Meeting Analysis
VERISK ANALYTICS INC · Meeting: May 19, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eleven (11) members of the Board of Directors to serve one-year terms
Against Analysis
Dailey has served since 2022 and his full tenure overlaps with Verisk's severe underperformance versus the S&P 500 (^GSPC — S&P 500): the stock returned -0.8% over three years while the benchmark gained 59.6%, a gap of 60.4 percentage points that far exceeds the 30-point trigger threshold; the 5-year record (5.3% vs the ^GSPC benchmark) does not clear the applicable threshold and provides no mitigant.
Hansen has served since 2015 as Independent Board Chair and his lengthy tenure fully encompasses Verisk's severe three-year underperformance versus the S&P 500 (^GSPC — S&P 500), with a 60.4 percentage point gap well above the 30-point trigger; the 5-year return of 5.3% likewise underperforms the benchmark and provides no mitigating relief.
Liss has served since 2009 and his tenure fully overlaps Verisk's sustained underperformance versus the S&P 500 (^GSPC — S&P 500), with a 60.4 percentage point three-year gap exceeding the 30-point threshold; the 5-year return of 5.3% also trails the benchmark and provides no mitigating relief under the policy.
Shavel has served as both CEO and director since May 2022, and as the chief executive bears primary responsibility for the company's strategy during the three-year underperformance period; Verisk's stock returned -0.8% versus the S&P 500's (^GSPC — S&P 500) gain of 59.6%, a 60.4 percentage point gap well above the 30-point trigger, and the 5-year record provides no mitigant; per policy, a No vote on an executive director under the TSR trigger is independent of the Say on Pay vote.
Soroye has served since 2022 and his tenure fully overlaps Verisk's three-year underperformance versus the S&P 500 (^GSPC — S&P 500), with a 60.4 percentage point gap exceeding the 30-point trigger; although he is now a sitting CEO of Fortive Corporation, he holds only one outside public board seat (Verisk) which is within the policy limit, so no overboarding flag applies, but the TSR trigger is sufficient to warrant an Against vote.
Stevenson has served since May 2022 and her tenure fully encompasses Verisk's three-year underperformance versus the S&P 500 (^GSPC — S&P 500), with a 60.4 percentage point gap far exceeding the 30-point trigger threshold; the 5-year return of 5.3% does not clear the benchmark and provides no mitigating relief.
Vaughan has served since 2013 and her long tenure fully overlaps Verisk's sustained underperformance versus the S&P 500 (^GSPC — S&P 500), with a 60.4 percentage point three-year gap well above the 30-point trigger; the 5-year return of 5.3% also trails the benchmark and provides no mitigating relief under the policy.
For Analysis
Hendrick joined the board on April 1, 2024, which is less than 24 months before the 2026 annual meeting, placing him within the new-director exemption period under the policy; he is therefore exempt from the TSR underperformance trigger and no other disqualifying factors apply.
Patiath is a new nominee not currently serving on the board and is therefore fully exempt from the TSR underperformance trigger; he brings relevant insurance industry, AI, and information services expertise with no disqualifying factors identified.
Perry was elected to the board on May 20, 2025, which is less than 24 months before the 2026 annual meeting, placing him squarely within the new-director exemption period; no other disqualifying factors apply.
Purtill was elected to the board on May 20, 2025, which is less than 24 months before the 2026 annual meeting, placing her within the new-director exemption period; no other disqualifying factors apply.
The board TSR underperformance trigger fires broadly across this slate: Verisk's stock returned -0.8% over three years while the S&P 500 (^GSPC — S&P 500) gained 59.6%, a 60.4 percentage point gap that far exceeds the 30-point threshold applicable when absolute three-year returns are near zero or negative. Seven of eleven nominees (Dailey, Hansen, Liss, Shavel, Soroye, Stevenson, Vaughan) have tenures that fully overlap the underperformance period and receive Against votes; three nominees (Hendrick, Perry, Purtill) joined within the past 24 months and are exempt; new nominee Patiath is also exempt as he has not yet served.
Say on Pay
✓ FORCEO
Lee M. Shavel
Total Comp
$13,540,847
Prior Support
96%%
CEO total compensation of $13,540,847 is disclosed as below the peer group median, and the company received 96% shareholder support on its last Say on Pay vote, well above the 70% threshold that would require remediation. The pay mix is heavily variable and performance-based: 80% of the CEO's target compensation consists of long-term equity incentive awards and annual cash bonuses tied to revenue, adjusted EBITDA, and three-year relative TSR versus the S&P 500 and absolute ROIC metrics, satisfying the policy's pay mix requirements. Although Verisk's stock performance has lagged the market significantly, the incentive structure includes meaningful performance conditions — including relative TSR awards that will pay out less if underperformance continues — which means the incentive plan is functioning as designed rather than rewarding executives regardless of outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,950,000
Non-Audit Fees
$1,059,000
Non-audit fees (audit-related fees of $611,000 plus tax fees of $448,000) total $1,059,000 against audit fees of $2,950,000, producing a non-audit ratio of approximately 35.9%, which is below the 50% threshold that would trigger a No vote; Deloitte is a Big Four firm appropriate for a company of Verisk's size; the proxy does not disclose Deloitte's tenure, which is noted as a minor negative but is insufficient to trigger an Against vote under policy, which requires confirmed tenure data.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Right to Act by Written Consent
The right for shareholders to act by written consent between annual meetings is a mainstream governance improvement that gives shareholders a meaningful tool to act quickly when needed, and it complements rather than duplicates the 25% special meeting right the company adopted in 2025. Written consent rights are widely supported by institutional investors as a check on board entrenchment, and the board's opposition does not identify a specific harm to the company from granting this right. Without a credible prior-year vote figure or an ideological filer disqualification, the merits favor supporting this standard governance request.
Overall Assessment
This is a challenging ballot for Verisk shareholders: the company's stock has severely underperformed the S&P 500 (^GSPC — S&P 500) by 60.4 percentage points over three years, triggering Against votes for seven of eleven director nominees including the CEO, while the compensation program itself passes policy screens due to strong prior Say on Pay support, below-median CEO pay, and a genuinely performance-linked incentive structure. The auditor ratification passes cleanly on fees, and the shareholder written consent proposal merits support as a standard governance improvement.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing