Mark V. Anquillare
About Mark V. Anquillare
Independent director since July 2023; age 59; Audit Committee Financial Expert. Former Verisk Analytics President & COO (2022–Jan 2023), COO (2016–2022) and CFO (2007–2016); previously at Prudential Financial. Currently serves on the board of Guidewire Software, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verisk Analytics, Inc. | President & COO; COO; CFO | 2007–Jan 2023 | Led insurance vertical growth; contributed to Verisk’s 2009 IPO and long-term innovation strategy . |
| Prudential Financial | Finance roles | Prior to Verisk | Focused on life and P&C operations (industry finance expertise) . |
External Roles
| Organization | Role | Committees/Focus |
|---|---|---|
| Guidewire Software, Inc. (NYSE: GWRE) | Director | Enterprise P&C insurance software; capital allocation and operating oversight . |
| Other current public boards | Count: 1 | Per Board skills matrix for Anquillare . |
Board Governance
- Independence: Board determined Anquillare is independent; all current members of Audit, Compensation, Nominating & Corporate Governance, and Innovation & Technology Committees are independent .
- Committee assignments: Audit (Chair), Compensation (Chair), Innovation & Technology (Member). Committee meeting counts in 2024: Audit (5), Compensation (7), Innovation & Technology (4) .
- Attendance and engagement: Board met 16 times in 2024; none of the incumbent directors were below 75% attendance; all directors attended the 2024 annual meeting .
- Chair and executive sessions: Independent Board Chair (Glenn Tobin); executive sessions of independent directors held after each quarterly meeting .
- Risk and cybersecurity oversight: Audit Committee leads risk oversight; Innovation & Technology oversees IT/cybersecurity risk and GRC activities .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $86,125 | Director + committee fees (paid quarterly in advance) . |
| Stock awards (restricted stock) | $119,999 | Granted Mar 15, 2024; time-based RS vest on first anniversary . |
| Total | $206,124 | Sum of cash and stock awards . |
TBRG director fee schedule (2024):
| Position | Annual Cash Retainer |
|---|---|
| Regular Board Member | $60,000 |
| Audit Committee – Chair | $20,000 |
| Compensation Committee – Chair | $12,500 |
| Innovation & Technology Committee – Member | $8,000 |
Performance Compensation
- No performance-based pay for directors; equity grants are time-based restricted stock (no PSUs/options for directors) .
- Insider Trading Policy prohibits hedging and pledging; none of the directors or executive officers currently engage in pledging/hedging .
Other Directorships & Interlocks
| Company | Relationship to TBRG | Interlocks/Transactions |
|---|---|---|
| Guidewire Software, Inc. | Unrelated industry (P&C insurance software) | No related-party transactions disclosed for 2024 . |
Expertise & Qualifications
- Audit/financial expertise; designated Audit Committee Financial Expert .
- Extensive executive experience in operations, M&A, capital allocation, technology/SaaS, and healthcare-adjacent data analytics; skills matrix confirms breadth (Accounting/Financial; Operations; Compensation; SaaS/Tech Infrastructure; M&A; Independence) .
- Board-level risk oversight experience across audit, compensation, technology/cyber committees .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 17,178 (includes 11,964 unvested RS) . |
| Ownership % of outstanding | <1% (asterisk per table) . |
| Unvested restricted stock | 11,964 shares (as of Dec 31, 2024) . |
| Pledged or hedged shares | None; policy prohibits and none currently engage . |
| Director stock ownership guideline | 5x annual retainer; retain net shares until achieved; all non‑employee directors currently satisfy within applicable timeframes . |
Insider Trades
| Date | Action | Shares | Price | Post-transaction holdings |
|---|---|---|---|---|
| Nov 25, 2024 | Open-market purchase | 2,500 | $16.81 | 17,178 direct shares . |
Governance Assessment
- Strengths: Independent director with deep CFO/COO background; chairs Audit and Compensation, providing continuity across financial oversight and incentive design; designated Audit Committee Financial Expert; ownership aligned via RS and open-market purchase; anti-hedging/pledging policy and clawback policy in place .
- Signals: Board declassification proposed following cooperation agreements with major shareholders Pinetree and Ocho (supports annual director accountability); independent Chair; active executive sessions .
- Potential risks/red flags to monitor: Concentration of roles (simultaneous Audit and Compensation chair) may present workload/independence optics; company revised 2023 financial statements (Audit Committee oversight critical) with clawback analysis underway for erroneously awarded 2023 officer bonuses .
- Related-party exposure: None disclosed for 2024; no hedging/pledging; no option repricing allowed under the incentive plan .
Say-on-pay context: Historical support >92% through 2023; 2024 approval was 84% due to a large holder voting against most management proposals—Compensation Committee considered support when setting 2024/2025 programs .