Bruce Hansen
Independent Chair at VRSK
Board
About Bruce Hansen
Bruce Hansen is the Independent Board Chair at Verisk (VRSK), serving on the board since 2015 and age 65 as of the 2025 proxy . He brings three decades in big data, AI/analytics, and fintech; he co-founded and led ID Analytics (Chairman & CEO, 2002–2012) and previously served as President of HNC Software, with prior executive roles at CASA Inc., Citigroup, ADP, and JPMorgan Chase . He has been re-appointed as Independent Board Chair annually since the role split in 2022 when Verisk separated the Chair and CEO positions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ID Analytics | Chairman & CEO | 2002–2012 | Co-founder; led analytics firm |
| HNC Software, Inc. | President | Not disclosed | Public company operating leadership |
| CASA Inc.; Citigroup; ADP; JPMorgan Chase | Executive roles | Not disclosed | Senior operating experience across data/financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LivePerson (NASDAQ: LPSN) | Director | Current | Not disclosed |
| Mitek Systems (NASDAQ: MITK) | Director | Prior | Not disclosed |
| National Association of Corporate Directors | Member | Current | Governance engagement |
Board Governance
- Independent Board Chair; roles of Chair and CEO separated in 2022; Hansen re-appointed in 2023 and 2024, enhancing independent oversight .
- Committee leadership: Chair, Executive Committee; committee membership otherwise not indicated for Hansen in 2024 .
- Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independent executive sessions held after every Board and committee meeting; presided over by the Independent Board Chair .
- Shareholder engagement: Independent Board Chair led outreach on governance, compensation, cyber/AI oversight, and sustainability in 2024–early 2025 .
| Committee (2024) | Role | Meetings in 2024 |
|---|---|---|
| Executive Committee | Chair | 0 (did not meet; matters handled by full Board) |
| Audit; TM&C; Finance & Investment; Governance; Risk | Not a member | Audit 7; TM&C 6; Finance 4; Governance 5; Risk 4 (for reference) |
Fixed Compensation
- Director compensation structure: base annual retainer $105,000; Audit and TM&C chairs receive $20,000; other committee chairs receive $15,000; Independent Chair receives an additional $150,000 .
- Directors received an annual equity grant valued at $210,000; election between RSUs or Deferred Stock Units (DSUs) .
- Director compensation cap: total cash + equity under 2021 plan limited to $750,000 per calendar year .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 158,347 | 209,917 | 368,264 |
| 2024 | 255,000 | 210,000 | 465,000 |
Notes: In 2024, the $255,000 cash reflects base retainer plus Independent Chair retainer; directors may elect form of retainer (cash/deferred cash/common stock/deferred stock) and equity (RSUs vs DSUs) .
Performance Compensation
- Director equity awards are not performance-based; grants are time-based: RSUs fully vest and settle upon the earlier of the next annual meeting date or the one-year anniversary of grant; DSUs vest and settle upon separation from the Board .
- Option awards were eliminated from the director compensation program in May 2023; legacy options from prior years remain outstanding for some directors .
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, ROIC, EBITDA, ESG metrics | No | Director equity is time-based (RSUs/DSUs) |
| Options | Not in program since May 2023 | Legacy options outstanding only |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| LivePerson (LPSN) | Software/AI | Director | None disclosed in Verisk proxy |
| Mitek Systems (MITK) | Software/ID verification | Prior Director | None disclosed in Verisk proxy |
- Related-party oversight: Governance, Corporate Sustainability and Nominating Committee administers policy for transactions >$120,000 involving “related persons”; directors with interest must recuse; approval only if in or not inconsistent with best interests of shareholders .
Expertise & Qualifications
- Deep operating experience across data analytics/information services; AI/analytics and fintech domain expertise; prior public company leadership experience; board service at tech companies .
- As Independent Chair, leads Board effectiveness, refreshment, and risk oversight; Executive Committee chair responsibilities include acting between scheduled Board meetings and making recommendations to the Board .
Equity Ownership
| Item (as of date) | Amount |
|---|---|
| Beneficially owned common shares (Feb 21, 2025) | 34,875; less than 1% of outstanding |
| Outstanding stock awards (Dec 31, 2024) | 13,786 |
| Legacy options exercisable within 60 days (Feb 21, 2025) | 20,242 |
| RSUs outstanding (Feb 21, 2025) | 847 (time-based vesting) |
| Deferred Stock Units (DSUs) outstanding (Feb 21, 2025) | 7,834 |
| Deferred stock awards outstanding (Feb 21, 2025) | 5,105 |
| Shares outstanding (for % reference, Feb 21, 2025) | 140,276,165 |
| Director stock ownership guideline | 6× base retainer; options excluded from calculation |
| Compliance with guideline | Hansen currently exceeds requirement |
| Hedging/pledging policy | Directors prohibited from hedging, pledging, short-selling, options/futures, margin purchases |
Governance Assessment
- Strengths: Independent Chair structure with annual re-appointment enhances oversight; independent executive sessions after every meeting; robust anti-hedging/pledging policy; strict stock ownership guidelines with Hansen exceeding them; active shareholder engagement led by Independent Chair; 100% independent composition across standing committees and refreshed risk governance via new Risk Committee .
- Compensation alignment: Director pay is primarily retainer plus time-based equity; no performance-linked metrics for directors, which avoids perverse incentives but limits pay-for-performance signaling; program capped at $750,000; legacy options remain but option awards were removed from the program in 2023, reducing risk of repricing or option-driven behavior .
- Engagement & attendance: Board met 4 times in 2024; all directors met at least 75% attendance; all attended the 2024 Annual Meeting, indicating engagement .
- Risk indicators and potential red flags:
- Executive Committee did not meet in 2024 (matters handled by full Board); neutral signal, but places emphasis on full Board processes .
- Legacy director stock options outstanding (20,242) from prior years; options can create differing incentives versus RSUs/DSUs, but no evidence of repricing and hedging/pledging is prohibited; options were removed from program in 2023, mitigating concerns .
- No related-person transactions disclosed in the cited sections; policy requires oversight and recusals if any arise .
Overall: Hansen’s independent leadership, governance policies, and ownership alignment are supportive of investor confidence. Legacy option holdings and the non-performance nature of director equity are standard for U.S. boards; the program’s cap, anti-hedging/pledging policies, and ownership guidelines mitigate misalignment risk .