VRSK Verisk Analytics Inc

Pay Versus Performance

(2)

SEC rules require certain adjustment

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
PEO SCT Total to CAP Reconciliation	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

Verisk 2025 Proxy Statement | 51

Pay Versus Performance



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 return indexed to $100 per share for the fourteen-company peer group we use for executive compensation benchmarking purposes which is also the industry line peer group reported in our Annual Report on Form

10-K

for the year ended December 31, 2024. One company in the peer group from the 2023 Pay versus Performance disclosure (Black Knight) is no longer publicly traded and was replaced in the current peer group. Two companies in the peer group from the 2022 Pay versus Performance disclosure (CoreLogic and IHS Markit) are no longer publicly-traded and were replaced in the 2023 peer group. The comparable cumulative total shareholder return for the most recent prior peer groups for the periods starting on January 1, 2020 and ending on December 31

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

reign currency exchange rate changes.

Pay versus Performance Description of Relationships

We align pay with Company performance to support our

pay-for-performance

culture that links funding for STI and LTI programs to Company performance measured against 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

against pre-established

performance goals under the STI and LTI programs as described in the CD&A above.

52 | Verisk 2025 Proxy Statement

Pay Versus Performance

Relationship Between Compensation Actually Paid and Company TSR, and Comparison of Peer TSR versus Company TSR

The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Company’s cumulative TSR during the five most recently completed fiscal years, as well as a comparison of the Company’s cumulative TSR over the same period to that of the fourteen-company peer group we use for executive compensation benchmarking purposes which is also the industry line peer group reported in our Annual Report on Form

10-K

for the year ended December 31, 2024.

Verisk 2025 Proxy Statement | 53

Pay Versus Performance

Relationship Between Compensation Actually Paid and GAAP Net Income

The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Net Income during the five most recently completed fiscal years.

54 | Verisk 2025 Proxy Statement

Pay Versus Performance

Relationship Between Compensation Actually Paid and Adjusted EBITDA

The following graph sets forth the relationship between “Compensation Actually Paid” to our PEO(s), the average of “Compensation Actually Paid” to our other NEOs, and our Adjusted EBITDA during the five mos

t re

cently completed fiscal years.

Verisk 2025 Proxy Statement | 55

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. Gregory Hendrick, one of our directors, is the CEO and a director of Vantage Group.

In 2024, we paid fees to Broadridge Financials Solutions, Inc. in the amount of $443,890 for proxy tabulation, distribution and annual meeting services. Christopher Perry, one of our new director candidates nominated to stand for election at the 2025 Annual Meeting, is the President of Broadridge Financial Solutions, Inc.

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-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest). The Corporate 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

Item 2 — Approval of the Compensation of the Company’s Named Executive Officers on an Advisory, Non-binding Basis

At the 2023 Annual Meeting of Shareholders, we conducted an advisory, non-binding vote regarding the frequency with which we would seek approval of the compensation of our named executive officers. At such meeting, shareholders expressed their preference for an annual vote on executive compensation on an advisory, non-binding basis and, consistent with this preference, the Board of Directors determined that we would conduct such a vote on an annual basis. Accordingly, and pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to approve the compensation of our named executive officers for 2024 as disclosed in this Proxy Statement on an advisory, non-binding basis (“Say-on-Pay”) through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 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-Pay vote when considering future executive compensation decisions for named executive officers.

The Talent Management and Compensation Committee believes that the Company’s compensation programs and policies and the compensation decisions for 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-votes will not be counted in determining the results of the vote.

Verisk 2025 Proxy Statement | 57

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

The Audit Committee appointed Deloitte & Touche LLP (“Deloitte & Touche”) as independent auditors for 2025 and presents this selection to the shareholders for ratification. Deloitte & Touche will audit our consolidated financial statements for 2025 and perform other permissible, preapproved services.

A Deloitte & Touche representative will attend the 2025 Annual Meeting to respond to your questions and will have the opportunity to make a statement. The Audit Committee will consider the result of the vote but may decide to continue to retain Deloitte & Touche or appoint a different auditor regardless of the vote outcome if the Audit Committee believes it is in the best interest of the Company.

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

Independent Auditor’s Fees. The following table summarizes the aggregate fees (including related expenses, in thousands) billed in 2024 and 2023 for professional services provided by Deloitte & Touche.


	2024		2023
Audit fees(1)	$	2,511	$	2,554
Audit-related fees(2)		139		726
Tax fees(3)		1,278		1,382


Total	$	3,928	$	4,661

(1)

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

(2)	Audit-related fees consisted of fees incurred in conjunction with regulatory audits, due diligence, accounting consultations and audits related to acquisitions and dispositions, 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 SEC and PCAOB rules and regulations. In accordance with this preapproval policy, all audit and nonaudit services were preapproved by the Audit Committee in 2024.

58 | Verisk 2025 Proxy Statement

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board. The charter is available on our website at the “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 United States. The Company’s independent auditor, Deloitte & Touche, is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee the financial reporting process and the Company’s internal control over financial reporting. The Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management, the internal auditor and the independent auditor.

The Audit Committee held 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 Deloitte & Touche;

•

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

•

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

•

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

•

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 Enterprise Resource Planning system and related processes.

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

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

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

Verisk 2025 Proxy Statement | 59

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-audit services provided by Deloitte & Touche pursuant to the preapproval policies and procedures related to the provision of audit and non-audit services by the independent auditor as described above under “Preapproval Policy of the Audit Committee of Services Performed by Independent Auditor.”

Based on the Audit Committee’s review and these meetings, discussions and reports discussed above, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K. The Audit Committee also appointed Deloitte & Touche as the Company’s independent auditor for 2025 and is presenting the appointment to the shareholders for ratification.

Respectfully submitted,

Kathleen Hogenson (Chair)

Samuel G. Liss

Therese Vaughan

60 | Verisk 2025 Proxy Statement

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-thirds of 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 State of Delaware so that the Insurer Group Supermajority Amendment will be in effect immediately upon such filing. However, the Board retains the discretion to abandon the Insurer Group Supermajority Amendment and not implement it at any time before it becomes effective.

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 Delaware law, 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, C and D. If only one, two or three, 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 eliminate supermajority voting standards. Proxies solicited by the Board will be voted “FOR” this proposal unless otherwise instructed.

Verisk 2025 Proxy Statement | 61

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-thirds of the voting stock of the Company that is not owned by the interested shareholder (the “DGCL Supermajority Threshold”).

Rationale and Proposed Amendment

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 State of Delaware so that the Business Combination Amendment will be in effect immediately upon such filing. However, the Board retains the discretion to abandon the Business Combination Amendment and not implement it at any time before it becomes effective.

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 Delaware law, 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

62 | Verisk 2025 Proxy Statement

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, C and D. If only one, two or three, 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 eliminate the default supermajority voting standard concerning certain business combination. Proxies solicited by the Board will be voted “FOR” this proposal unless otherwise instructed.

Verisk 2025 Proxy Statement | 63

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 SEC as a named executive officer and any persons who have consented to be identified as an officer. Consistent with Section 102(b)(7), the Exculpation Charter Amendment would permit exculpation of these officers for breaches of their fiduciary duty of care in any direct claim as it currently exists or as it may be amended in the future. Like the provision limiting the monetary liability of directors, the DGCL does not permit the elimination of liability of these officers for any breach of their duty of loyalty to the Company or its shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The DGCL also does not permit the limitation of monetary liability of these officers in any action by or in the right of the Company, such as a derivative claim.

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 State of Delaware so that the Exculpation Charter Amendment will be in effect immediately upon such filing. However, the Board retains the discretion to abandon the Exculpation Charter Amendment and not implement it at any time before it becomes effective.

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, C and D. If only one, two or three, 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 limit certain liability of officers as permitted by Delaware law. Proxies solicited by the Board will be voted “FOR” this proposal unless otherwise instructed.

64 | Verisk 2025 Proxy Statement

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

Verisk 2025 Proxy Statement | 65

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 State of Delaware so that the Special Meeting Amendment will be in effect immediately upon such filing. However, the Board retains the discretion to abandon the Special Meeting Amendment and not implement it at any time before it becomes effective.

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 Delaware law, 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

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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, C and D. If only one, two or three,

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

For the reasons set forth following the proposal, the Board recommends a vote “AGAINST” this shareholder proposal requesting shareholder ability to call for a special shareholder meeting.

Shareholder Proposal

LOGO

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 Verisk Analytics bylaws thus need to be updated accordingly.

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-8 must submit the proposal in writing to Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686. We must receive the proposal no later than [ ], 2025.

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 [ ], 2025 and no later than [ ], 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 Verisk. For nominations, it must include information about the director candidate such as name, age, business address, principal occupation, principal qualifications and other relevant biographical information. In addition, the shareholder must confirm his or her candidate’s consent to serve as a director. Shareholders must send nominations to the Governance, Corporate Sustainability and Nominating Committee, c/o Corporate Secretary, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686. In addition to complying with the provisions of our bylaws, to nominate directors shareholders must give timely notice that complies with the additional requirements for Rule 14a-19, and which must be received no later than March 23, 2026.

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

•

Nondiscretionary Items. The election of directors, the Say-on-Pay proposal on an advisory, non-binding basis, 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 Delaware law, the management proposal to enable the ability of shareholders owning 25% of the Company’s common stock to call special meetings of shareholders, and the shareholder proposal to support shareholder ability to call for a special shareholder meeting are considered “non-discretionary” items. NYSE members that do not receive instructions from beneficial owners may not vote on these proposals on their behalf.

If you do not submit voting instructions and your broker does not have discretion to vote your shares on a matter, your broker will not be able to vote on that matter (referred to as broker non-votes). Your shares will not be counted in determining the outcome of the vote on that matter. Therefore, if you hold your shares through a broker, it is critically important that you submit your voting instructions if you want your shares to count in the election of directors, the Say-on-Pay proposal, 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 Delaware law, the management proposal to enable the ability of shareholders owning 25% of the Company’s common stock to call special meetings of shareholders, and the shareholder proposal to support shareholder ability to call for a special shareholder meeting.

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, Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, New Jersey 07310; (2) submitting a later proxy that we receive no later than the conclusion of voting at the annual meeting; or (3) voting during the virtual 2025 Annual Meeting. Attending the virtual 2025 Annual Meeting does not revoke your proxy unless you vote online during the meeting.

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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, Verisk Analytics, Inc., 545 Washington Blvd., Jersey City, NJ 07310-1686.

•

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

•

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

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

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

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

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

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

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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

THIRTEENTH FOURTEENTH: Amendments. The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power; provided, however, that no provision of ARTICLE SIXTH may be amended, altered, repealed, or otherwise modified, and no

provision of this Certificate of Incorporation inconsistent with any such provisions may be adopted, whether by means of formal amendment thereto or by means of any merger, consolidation, amalgamation, other business combination or otherwise, without the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of Common Stock.

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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 of ownership 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 Section 251(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 of control shall not apply where such Person holds Voting Stock, 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

Verisk 2025 Proxy Statement | 75

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.

76 | Verisk 2025 Proxy Statement

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

TWELFTH: Indemnification. (1) Limited Liability. A No director or officer of the Corporation shall not be 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 Section 102(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-exclusivity of 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.

Verisk 2025 Proxy Statement | 77

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, whenever Whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH hereto, special meetings of holders of such Preferred Stock for purposes of election of such directors.

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, special Special meetings of stockholders may be called only (i) by the Board of Directors or the Chairman of the Board of Directors,; (ii) by the Chief Executive Officer,; (iii) by the President or the Secretary of the Corporation and 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 complied with all respects of this Section 2.03. Except as otherwise required by law, notice of the special meeting shall be given in accordance with Section 2.04 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 Section 2.03(a)(iv), multiple Special Meeting Requests delivered to the Secretary

78 | Verisk 2025 Proxy Statement

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) each Special 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 State of Delaware as the same exists or may hereafter be amended (“Delaware Law ”); (iii) the Special Meeting Request is received by the Secretary of the Corporation during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the earlier of the close of business (x) on the date of the next annual meeting and (y) 30 days after the first anniversary of the date of the previous meeting; (iv) an identical or substantially similar item of business, as determined by the Board of Directors in accordance with 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

Verisk 2025 Proxy Statement | 79

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.

80 | Verisk 2025 Proxy Statement

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

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

measures provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company uses certain non-GAAP measures such as Adjusted EBITDA as performance metrics in determining executive compensation.

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

(in millions)


	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-public companies		(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

Verisk 2025 Proxy Statement | 81

LOGO

Cover	12 Months Ended
Cover	Dec. 31, 2024
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Verisk Analytics, Inc.
Entity Central Index Key	0001442145

Pay vs Performance Disclosure - USD ($)

5 Months Ended

7 Months Ended

12 Months Ended

May 25, 2022

Dec. 31, 2022

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure, Table

Pay versus Performance Table


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)
Year(1)	Shavel		Stephenson		Shavel		Stephenson			Average Summary Compensation Table Total for Non-PEO NEOs				Verisk TSR (f)		Peer Group TSR (5) (g)		GAAP Net Income ($M)(6)		Adjusted EBITDA (SM)(7)
(a)	(b)		(b)		(c)		(c)			(d)		(e)		Verisk TSR (f)		Peer Group TSR (5) (g)		(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)

Scott G. Stephenson was the PEO in 2020, 2021 and from January 1, 2022 through his retirement on May 25, 2022. Beginning on May 25, 2022, Lee M. Shavel was the PEO. For 2024, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Sunita Holzer. For 2023, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Sunita Holzer. For 2022, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2021, the

non-PEO

NEOs included Lee M. Shavel, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2020, the

non-PEO

NEOs included Lee M. Shavel, Nick Daffan, Mark V. Anquillare and Kenneth E. Thompson.

(2)

SEC rules require certain adjustment

s b



PEO SCT Total to CAP Reconciliation	2024			2023			2022						2021			2020
PEO SCT Total to CAP Reconciliation	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)

(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)

10-K

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

reign currency exchange rate changes.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

For 2024, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Sunita Holzer. For 2023, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Sunita Holzer. For 2022, the

non-PEO

NEOs included Elizabeth D. Mann, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2021, the

non-PEO

NEOs included Lee M. Shavel, Nick Daffan, Kathy Card Beckles and Mark V. Anquillare. For 2020, the

non-PEO

NEOs included Lee M. Shavel, Nick Daffan, Mark V. Anquillare and Kenneth E. Thompson.

Peer Group Issuers, Footnote

10-K

for the year ended December 31, 2024.

Adjustment To PEO Compensation, Footnote

(2)

SEC rules require certain adjustment

s b



PEO SCT Total to CAP Reconciliation	2024			2023			2022						2021			2020
PEO SCT Total to CAP Reconciliation	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

Non-PEO NEO Average Total Compensation Amount

$ 3,163,867

$ 3,090,834

$ 4,134,272

$ 3,207,448

$ 3,262,117

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,834,504

5,238,100

2,547,625

3,917,525

7,939,143

Adjustment to Non-PEO NEO Compensation Footnote

(2)

SEC rules require certain adjustment

s b



PEO SCT Total to CAP Reconciliation	2024			2023			2022						2021			2020
PEO SCT Total to CAP Reconciliation	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

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Company TSR, and Comparison of Peer TSR versus Company TSR

10-K

for the year ended December 31, 2024.

Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid and GAAP Net Income

Compensation Actually Paid vs. Company Selected Measure

Relationship Between Compensation Actually Paid and Adjusted EBITDA

t re

cently completed fiscal years.

Total Shareholder Return Vs Peer Group

Relationship Between Compensation Actually Paid and Company TSR, and Comparison of Peer TSR versus Company TSR

10-K

for the year ended December 31, 2024.

Tabular List, Table

Most Important Metrics Used for Linking Pay and Performance

Metrics

Adjusted EBITDA

Revenue

Relative TSR

Incremental ROIC

Total Shareholder Return Amount

$ 190.33

164.08

120.44

155.07

139.89

Peer Group Total Shareholder Return Amount

181.25

159.07

123.7

156.06

127

Net Income (Loss)

$ 958,000,000

$ 614,000,000

$ 954,000,000

$ 666,000,000

$ 713,000,000

Company Selected Measure Amount

1,576,000,000

1,433,000,000

1,285,000,000

1,248,000,000

1,376,000,000

Measure:: 1

Adjusted EBITDA

Measure:: 2

Revenue

Measure:: 3

Relative TSR

Measure:: 4

Scott G. Stephenson [Member]

Incremental ROIC

PEO Total Compensation Amount

$ 11,539,051

$ 12,796,321

$ 10,013,372

PEO Actually Paid Compensation Amount

(6,332,838)

$ 16,416,053

$ 27,909,134

PEO Name

Scott G. Stephenson

Lee M. Shavel [Member]

PEO Total Compensation Amount

$ 12,074,727

$ 10,366,566

9,497,341

PEO Actually Paid Compensation Amount

$ 21,282,096

$ 21,717,026

6,732,273

PEO Name

Lee M. Shavel

PEO | Scott G. Stephenson [Member] | Pension Adjustments Prior Service Cost

PEO | Scott G. Stephenson [Member] | Equity Awards Adjustments

$ 0

PEO | Scott G. Stephenson [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(7,371,873)

14,218,099

25,469,265

PEO | Scott G. Stephenson [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,686,913

14,021,396

13,298,392

PEO | Scott G. Stephenson [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(3,245,127)

2,539,694

10,128,267

PEO | Scott G. Stephenson [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

1,751,269

PEO | Scott G. Stephenson [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(8,564,927)

(2,342,991)

2,042,605

PEO | Scott G. Stephenson [Member] | Total Deductions From SCT [Member]

PEO | Scott G. Stephenson [Member] | Deduction For SCT Stock Awards Column Value [Member]

(10,500,017)

(10,598,367)

(7,573,503)

PEO | Scott G. Stephenson [Member] | Deduction For SCT Option Awards Column Value [Member]

(8,400,001)

(7,875,006)

(5,625,065)

PEO | Scott G. Stephenson [Member] | Deduction For SCT Change In Pension Value And Nonqualified Deferred Compensation Earnings Column Value [Member]

(2,100,016)

(2,625,006)

(1,874,942)

PEO | Lee M. Shavel [Member] | Pension Adjustments Prior Service Cost

(98,355)

(73,496)

PEO | Lee M. Shavel [Member] | Equity Awards Adjustments

$ 0

PEO | Lee M. Shavel [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

18,707,296

18,750,470

4,760,945

PEO | Lee M. Shavel [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

12,058,835

11,356,589

7,539,174

PEO | Lee M. Shavel [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

5,516,920

6,371,264

(1,743,448)

PEO | Lee M. Shavel [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Lee M. Shavel [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

1,131,542

1,022,617

(1,034,781)

PEO | Lee M. Shavel [Member] | Total Deductions From SCT [Member]

PEO | Lee M. Shavel [Member] | Deduction For SCT Stock Awards Column Value [Member]

(9,499,927)

(7,400,010)

(7,526,013)

PEO | Lee M. Shavel [Member] | Deduction For SCT Option Awards Column Value [Member]

(7,600,135)

(5,919,999)

(6,420,689)

PEO | Lee M. Shavel [Member] | Deduction For SCT Change In Pension Value And Nonqualified Deferred Compensation Earnings Column Value [Member]

(1,899,792)

(1,480,011)

(1,105,324)

Non-PEO NEO | Pension Adjustments Prior Service Cost

Non-PEO NEO | Equity Awards Adjustments

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

3,592,043

3,784,765

1,401,841

2,713,744

6,575,037

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,435,580

2,513,010

2,821,246

2,587,735

3,247,054

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

608,136

947,600

(835,414)

551,657

2,768,097

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

548,328

324,155

(583,991)

(425,648)

559,886

Non-PEO NEO | Total Deductions From SCT [Member]

Non-PEO NEO | Deduction For SCT Stock Awards Column Value [Member]

(1,921,406)

(1,637,499)

(2,988,488)

(2,003,667)

(1,898,011)

Non-PEO NEO | Deduction For SCT Option Awards Column Value [Member]

(1,534,981)

(1,309,988)

(2,690,771)

(1,520,386)

(1,373,430)

Non-PEO NEO | Deduction For SCT Change In Pension Value And Nonqualified Deferred Compensation Earnings Column Value [Member]

(383,749)

(327,511)

(297,717)

(425,107)

(457,820)