Verisk Analytics, Inc. VRSK

51% shingled-prose overlap between the two filings.

2025: 54,286 chars · 2026: 51,937 chars

• Committee Report:66% overlap (679 → 670 chars)
• Pay Ratio (Item 402(u)):23% overlap (1,913 → 3,811 chars)
• Say-on-Pay proposal:53% overlap (24,999 → 25,000 chars)

• changedRoad Map to Our CD&A Overview 29 30Introduction 29 30Overall Compensation Philosophy 29 30Compensation Philosophy as It Applies to Our NEOs 29 30What We Paid In 2025 2024and Why 30 31Key Business Performance Highlights 30 31Key Compensation Decisions in 2025 2024for Our NEOs 30 2025 31ShareholderEngagement2024Say-on-Pay Results 31 32Executive Compensation Program Highlights 31 32Fiscal 2025 2024Executive Compensation Program 32 33Summary of 2025 2024NEO STI and LTI Programs 33 2025 342024NEO Pay Mix 33 34Base Salary 34 35Annual STI Awards 34 2025 352024STI Financial Metrics and Individual Target Amounts 34 2025 352024STI Performance 35 36CEO 2025 2024STI Target 35 36CEO and Other NEOs’ 2025 2024STI Outcomes 35 36Annual LTI Awards 35 2025 362024LTI Awards 35 36Achievement and Payouts Under 2023-2025 2022-2024PSUs 36 37Health, Welfare and Retirement Plans 37 38Executive Severance Plan and Employment Agreements 37 38Policies and Practices 37 38
• new28 | Verisk 2026 Proxy Statement
• changedThis section discusses the overall compensation philosophy underlying our policies and decisions relating to the compensation of our named executive officers for 2025 2024(our “named executive officers” or “NEOs”).
• changedOur NEOs for the 2025 2024fiscal year are:
• changedThis section also presents key compensation decisions made during 2025 2024and a summary of our business performance supporting these decisions.
• newOur philosophy rewards our employees for delivering strong performance that drives Company results.
• newWe seek to attract employees that can drive innovative data and technological solutions that create value for our customers.
• newThose employees are found in increasingly competitive talent pools.
• newWe target total compensation in the median ranges of those pools and our design for variable compensation ensures that employee and shareholder outcomes are aligned.
• newOur performance-driven culture is reinforced by pay-for-performance and links funding for variable compensation to predetermined results, ensuring alignment of shareholders and employees.
• changedOur Allother compensation policies and practices reflect best practices in corporate governance and support a culture that manages compensation-related risks throughout the enterprise.
• changedAs seniority increases at Verisk, the percentage of total compensation delivered in the form of equity increases.
• changedVerisk 2026 2025Proxy Statement | 29
• changedWhat We Paid in 2025 2024and Why
• changedOur Company had another solid performance year in 2025, 2024,with revenue from continuing operations of $3,072.7 $2,881.7million, an increase of 6.6% 7.5%compared to 2024, 2023,net income of $908.3 $957.5million, a decrease anincreaseof 5.1% 55.9%compared to 2024, 2023,and adjusted EBITDA of $1,727.1 $1,576.0million, an increase of 9.6% 9.9%compared to 2024. 2023.
• changedIn addition to solid financial performance, we continued to strengthen our position as a leading strategic data data,analytics and technology partner to providerservingclientsinthe global insurance industry ecosystemwhile continuing to deliver value to shareholders through growth and returns.
• newWe delivered (18.1)%, 9.0% and 2.1% annualized total shareholder return (“TSR”), respectively, over the 1, 3 and 5-years ending December 31, 2025.
• changedThe table below summarizes the Company’s financial and stock price performance during 2025. 2024.
• changedMetric ($ amounts in millions) Revenue from continuing operations $ 3,072.7 2,881.7Net income $ 908.3 957.5Adjusted EBITDA from continuing operations $ 1,727.1 1,576.01-year TSR (18.1 )% 16.0%3-year annualized TSR 9.0 6.9% 5-year annualized TSR 2.1 13.5%
• changedSee Appendix A for a reconciliation of the non-GAAP measures discussed herein to the most directly comparable GAAP measures. measure.
• changedKey Compensation Decisions in 2025 2024for Our NEOs
• changedDuring 2025, 2024,we made the following key compensation decisions for our NEOs:
• changed• Current CEO’s total direct compensation was set at $13,500,000, $12,000,000,reflective of Mr. Shavel’s strong performance as CEO and which remained below the peer group median for 2025. 2024.
• changedMr. Shavel’s total direct compensation for 2025 2024was comprised of (i) an annual base salary of $1,000,000 (unchanged (whichwasincreasedby$75,000from 2024), 2023),(ii) a target short-term incentive (“STI”) STIaward of 150% of base salary (unchanged from 2024), 2023),and (iii) a long-term incentive (“LTI”) LTIaward of $11,000,000 $9,500,000(which was increased by $1,500,000 $2,100,000from 2024 in order to align closer to the market median). 2023).
• changed• Annual STI short-termincentive(“STI”)awards to all our NEOs were made pursuant to our formulaic annual bonus program design (discussed further under “Annual STI Awards — 2025 2024STI Financial Metrics and Individual Target Amounts”) in order to align annual awards more closely and objectively to our business performance, consistent with prior years.
• changed• We maintained the mix of our LTI long-termincentive(“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 a anincremental3-year average absolute return-on-invested capital (“ROIC”) metric (“ROIC PSUs”) (20%), (iii) restricted stock awards (20%), and (iv) stock options (20%).
• changed30 | Verisk 2026 2025Proxy Statement
• new2025 Say-on-Pay Results
• changedIn connection with our 2025 2024Annual Meeting, we received 96% 94%shareholder “Say-on-Pay” approval in favor of the compensation for our NEOs for the 2024 2023performance year.
• changedOur primary focus for 2025 2024was 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.
• changedThe following table summarizes describesthe highlights of our executive compensation practices, each of which is described in more detail elsewhere in this Proxy Statement:
• changedWHAT WE DO WHAT WE DON’T DO v Require our Talent Management and Compensation Committee to be comprised solely of independent board members v Do not accelerate equity awards on a “single-trigger” basis v Utilize an independent compensation consultant v Do not provide excise tax gross-ups to our executive officers v Employ rigorous goal setting tied to annual and multiyear targets for our NEOs 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 “clawback” policy as well as a broader non-discretionary“clawback” policy applicable whichwasexpandedin2024to time- and performance-based incentives addBoarddiscretionfor“clawback”intheeventofexecutivemisconductv Maintain and enforce robust stock ownership and retention guidelines v Prohibit our directors and employees, including our NEOs, from hedging or pledging Company securities
• changedVerisk 2026 2025Proxy Statement | 31
• changedFiscal 2025 2024Executive Compensation Program
• changedIn respect of 2025 2024compensation, the independent compensation consultant advised our Talent Management and Compensation Committee on various
• newIn 2025, our Talent Management and Compensation Committee reviewed the existing benchmarking peer group of fourteen companies and approved the addition of FactSet and Guidewire.
• newThe Talent Management and Compensation Committee determined that both companies were appropriate comparators based on their revenue and market capitalization, and that their inclusion strengthened the relevance of the peer group for compensation benchmarking.
• changedAccordingly, our Talent Management and Compensation Committee used the sixteen-company fourteen-companypeer group noted in the table below to inform its decisions regarding senior executive base salary changes, target opportunities under our STI program and annual equity award values granted under our LTI program.
• changedThe companies and their respective stock ticker symbols listed in the table below represent those with comparable revenue and market capitalizations to ours during and throughout 2025. 2024.
• changedClarivate (CLVT) Gartner(IT)MSCI(MSCI)CoStar(CSGP)Global Payments (GPN) Nasdaq (NDAQ) CoStar (CSGP) Guidewire (GWRE) S&P Global (SPGI) Equifax (EFX) Intercontinental Exchange (ICE) Thomson Reuters (TRI) FactSet (FDS) S&PGlobal(SPGI)FairIsaac(FICO)Jack Henry & Associates (JKHY) TransUnion (TRU) Fair Isaac (FICO) ThomsonReuters(TRI)Moody’s (MCO) Gartner (IT) MSCI (MSCI) TransUnion(TRU)
• changedAt the time the peer group was approved in 2025, 2024,the median revenue (calculated as of the most recently reported four fiscal quarters as of June 30, 2025) 2024)and market capitalization (calculated as the twelve-month end average as of June 30, 2025) May31,2024)of our peer group was $4,996 $5,662million and $35,602 $31,298million, respectively, versus the Company’s revenue and market capitalization of $3,057 $2,877million and $40,225 $34,065million, respectively (calculated under the same time periods and methodology as the peer group).
• changed32 | Verisk 2026 2025Proxy Statement
• changedSummary of 2025 2024NEO STI and LTI Programs
• changedThe chart below summarizes the program features of our STI and LTI programs for our NEOs in 2025, 2024,which closely align these programs to our strategic objectives and shareholder interests.
• changed2025 2024Program 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-established threshold, target and maximum performance levels 20% weighting on individual performance More transparent for employees and shareholders Retains heavy weight on Company performance, but allows for differentiation for NEOs based on individual achievement PrimarilyformulaicapproachwhichismoreconsistentwithmarketpracticeLTI 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 Balances Balanceabsolute 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
• changed2025 2024NEO Pay Mix
• changedVerisk 2026 2025Proxy Statement | 33
• changedIn addition, each year we perform our own internal analysis of prevailing market salary levels ofsalaryfor comparable positions.
• changedIn 2025, 2024,Mr. Shavel’s annual base salary remained at $1,000,000, which was increasedto$1,000,000whichremainedbelow the median for CEOs of our benchmarking peer group, groupmedian,and base salaries for other continuingNEOS were unchanged or modestly increased to maintain competitive market salary levels.
• changedThe table below sets forth the annual base salaries for our NEOs for the 2024 2023and 2025 2024fiscal years:
• changedNamed Executive Officer 2024 2023Base Salary ($) 2025 2024Base Salary ($) Year-over-Year Increase (%) Lee M.
• changedShavel $ 1,000,000 925,000$ 1,000,000 0 8.1% Elizabeth D.
• changedMann $ 650,000 $ 650,000 0 % Nick Daffan $ 545,000 535,000$ 545,000 0 1.9% Kathy Card Beckles $ 525,000 505,000$ 540,000 2.9 525,0004.0% Sunita Holzer $ 550,000 540,000$ 550,000 0 1.9%
• changed2025 2024STI Financial Metrics and Individual Target Amounts
• changedConsistent with prior years, the financial metrics that we chose for our 2025 2024STI 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.
• changedWe believe the ability of the Talent
• changedTalent Management and Compensation Committee to make adjustments for these items is appropriate because we do not think our NEOs’ short-term incentive compensation should be impacted by events that do not reflect the underlying operating performance of the business.
• changedSee Appendix A for a reconciliation of the non-GAAP measures discussed herein to the most directly comparable GAAP measures. measure.
• changedPayouts under the 2025 2024STI program were determined on a formulaic basis.
• changedIn 2025, 2024,the Talent Management and Compensation Committee determined that each NEO’s STI award would continue to be based 40% on achievement of revenue, revenueamounts,40% on adjusted EBITDA amountsand 20% on individual performance.
• changed34 | Verisk 2026 2025Proxy Statement
• changedIn 2025 2024the Talent Management and Compensation Committee maintained reducedthemultiplierofthe maximum performance level multiplier of the STI program at from200%to150%.
• changedPerformance Levels Revenue ($M) Adjusted EBITDA($M) Multiplier(as a % of target) Below Threshold < $ 2,886 2,733<$ 1,606 1,4930 % Threshold $ 2,886 2,733$ 1,606 1,49350 % Target $ 3,038 2,871$ 1,691 1,572100 % Maximum $ 3,190 3,021$ 1,775 1,650150 %
• new2025 STI Performance
• changedApplying adjustments anadjustmentas permitted under the terms of the STI program for contributions from the divested Verisk Marketing Solutions AERbusiness as of the fourth quarter of 2025, 2024,and the impact of certain non-operating impacts to ensure comparability with set targets (which did not materially increase resulting performance achievement or payouts), foreigncurrencyexchangeratechanges,forthe2024NEOSTIawards,the Talent Management and Compensation Committee determined that revenue was achieved at $3,024 $2,870million (for a performance multiplier fundingfactorof 95% 100%of target) and that adjusted EBITDA was achieved at $1,699 $1,572million (for a performance multiplier fundingfactorof 105% 100%of target), which produced an aggregate performance multiplier fundingfactorof 100% of target for the financial metrics achievement of the STI awards.
• changedCEO 2025 2024STI Target
• changedIn 2025, 2024,the Talent Management and Compensation Committee established the CEO’s target STI award at 150% of his annual base salary (unchanged from 2024), 2023),or $1,500,000.
• changedIn general, the view of the Talent Management and Compensation Committee is thatprogressioninMr.Shavel’scompensation
• changedthat progression in Mr. Shavel’s compensation package, and the total value of Mr. Shavel’s compensation package, should be tied to the progression of his equity awards (described below under “Annual LTI Awards”) and the performance of those awards in relation to the performance of Verisk’s stock.
• changedCEO’s and Other NEOs’ 2025 2024STI Outcomes
• changedFor individual NEOs, the 2025 2024actual STI payouts calculated from the Company’s performance in relation to the performance grid described above resulted in a performance multiplier of 100% of each such NEO’s respective target STI award.
• changedHowever, 80% of the NEO’s STI award is based on Company financial metrics formulaicand 20% is based on individual performance.
• changedFor 2025, 2024,the individual performance portion of the STI award, which accounted for 20% of each NEO’s overall STI award, was achieved at 100% 110%for Mr. Shavel, 175% 100%for Ms. Mann, 90% 100%for Mr. Daffan, 110% 100%for Ms. Card Beckles, and 140% 100%for Ms. Holzer.
• changedAccordingly, the Talent Management and Compensation Committee approved for the CEO, based on its evaluation of Mr. Shavel’s individual performance, and for each other NEO, based on Mr. Shavel’s evaluation of such eachNEO’s individual performance and recommendation, the following amounts in respect of their 2025 2024STI awards:
• changedNamed Executive Officer 2025 2024Target STI (as a % of basesalary) 2025 2024Target STIAmount ($) 2025 2024Actual STIAmount ($) 2025 2024Actual STIAmount (as a % of target) Lee M.
• changedShavel 150 % $ 1,500,000 $ 1,500,000 100 1,530,000102% Elizabeth D.
• changedMann 125 % $ 812,500 $ 934,000 115 812,500100% Nick Daffan 125 % $ 681,250 $ 668,000 98 681,250100% Kathy Card Beckles 100 % $ 540,000 525,000$ 551,000 102 525,000100% Sunita Holzer 100 % $ 550,000 $ 594,000 108 550,000100%
• new2025 LTI Awards
• changedIn 2025, 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.
• changedWe believe Relative TSR PSUs closely align alignsour executives’ pay paymentsto shareholder returns, and reward rewardssuperior performance over companies with which whomwe compete for investor capital, while also retaining a retentive element through time-based vesting requirements.

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