Jeffrey Dailey
Director at VRSK
Board
About Jeffrey Dailey
Jeffrey Dailey, age 68, is an independent director of Verisk Analytics (VRSK) since 2022 and currently chairs the Talent Management and Compensation Committee while serving on the Finance & Investment and Executive Committees. He is the retired CEO of Farmers Group, Inc. (2012–2022) and served as its Board Chair until June 2023; he previously founded and led Reliant Insurance and held senior roles at Progressive Corporation . Dailey holds an MBA from the University of Wisconsin–Milwaukee and a BA in Economics from the University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers Group, Inc. (subsidiary of Zurich) | Chief Executive Officer; later Chairman of the Board | CEO 2012–2022; Chair through June 2023 | Led customer-centric transformation; acquisition/integration of MetLife P&C business . |
| Reliant Insurance | Founder & Chief Executive Officer | Not disclosed | Built and exited via sale to Bristol West Holdings . |
| Progressive Corporation | Senior executive roles | Not disclosed | Insurance operating leadership experience . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Liberty Mutual Insurance / Liberty Mutual Holding Company | Director | Private | Current other company directorship listed by Verisk . |
| First American Financial (NYSE: FAF) | Director | Public | Appointed Nov 4, 2025; joins board with insurance leadership background . |
| The Institutes | Director (prior) | Non-profit | Prior service on board of risk/insurance education organization . |
Board Governance
- Committee assignments: Chair, Talent Management and Compensation; Member, Finance & Investment; Member, Executive .
- Independence: Board determined Dailey is independent under Nasdaq rules; 10 of 11 directors are independent .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; Executive Committee did not meet in 2024 .
- 2024 committee meeting cadence: Audit (7), Talent Management & Compensation (6), Finance & Investment (4), Governance (5), Risk (4) .
- Leadership structure: Independent Chair (Bruce Hansen) separate from CEO; independent executive sessions after every Board and committee meeting .
- Committee responsibilities: TM&C oversees executive and director comp, succession, and human capital; Finance & Investment oversees capital structure and transactions .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Dailey) |
|---|---|---|
| Annual Board retainer (cash/election options) | $105,000 base retainer; payable in cash, deferred cash, stock, deferred stock, or combination; retainer payable quarterly; stock vests immediately if elected | $105,000 (included in fees) |
| Committee chair fee | $20,000 for Audit or Compensation chairs; $15,000 for other committee chairs; prorated if appointed mid-cycle | $20,000 (TM&C Chair) |
| Independent Chair premium | $150,000 additional retainer (role held by Bruce Hansen) | N/A |
| Director compensation limit | Aggregate cash + grant-date fair value of equity ≤ $750,000/year | Within limit |
| 2024 fees earned | Cash component received | $125,000 |
| 2024 Director Compensation Mix | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 |
| Stock Awards ($) | $210,000 (grant-date fair value) |
| Total ($) | $335,000 |
Performance Compensation
| Equity Instrument | 2024 Design | Vesting | Notes |
|---|---|---|---|
| Annual director equity grant | $210,000 value; elected as DSUs or RSUs | DSUs: vest/settle upon separation; RSUs: fully vest and settle at next annual meeting or one-year anniversary, whichever earlier | Directors choose DSUs vs RSUs; no performance metrics for director grants . |
| Stock options (directors) | Eliminated as of May 2023 | Legacy options outstanding from prior years remain | No new options granted to directors post-2023 . |
Other Directorships & Interlocks
| Relationship | Nature | Governance Handling |
|---|---|---|
| Farmers Group customer relationship | Verisk received $10,865,569 in fees from Farmers in 2023 for estimating, underwriting/rating, extreme events, and claims solutions; Dailey was CEO (retired end-2022) and Chairman through June 2023 | Verisk has a related-person transaction policy overseen by the Governance, Corporate Sustainability & Nominating Committee; interested directors recuse; transactions approved only if in shareholders’ best interests . |
| First American Financial (FAF) directorship | Dailey appointed to FAF’s board Nov 4, 2025 | Adds external public-company oversight responsibilities; monitor time commitments and potential information interlocks . |
Expertise & Qualifications
- Four decades of insurance industry leadership, including CEO of Farmers and senior roles at Progressive; founded and led Reliant Insurance .
- Board skills emphasized by Verisk: insurance operations; talent management and compensation; strategy and corporate development; executive leadership .
- Academic credentials: MBA (UW–Milwaukee); BA Economics (UW–Madison) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 21, 2025) | 4,743 shares; less than 1% of class |
| Components of beneficial ownership | 1,169 options exercisable within 60 days; 847 RSUs; 2,680 deferred stock units; 47 deferred stock awards |
| Shares outstanding reference | 140,276,165 shares outstanding (Feb 21, 2025) |
| Outstanding director equity (Dec 31, 2024) | Stock awards outstanding: 2,727; options outstanding: 1,169 |
| Ownership guidelines | Directors must hold stock equal to 6x base retainer; Dailey currently exceeds requirement |
| Hedging/pledging policy | Prohibits pledging, hedging, short sales, options/futures, margin accounts for directors/employees |
Governance Assessment
- Strengths: Independent director and committee chair; robust independence structure (separate Chair/CEO); strong governance practices (executive sessions after every meeting; mandatory retirement at 75; stock ownership guidelines; no hedging/pledging) .
- Compensation governance: TM&C comprised solely of independent directors; uses independent consultant (FW Cook); pay-versus-performance rigor; 94% Say-on-Pay support in 2024 .
- Risk oversight: Active committee framework including newly formed Risk Committee; clear delineation of Audit/TM&C/Finance/Governance/Risk responsibilities .
- Potential conflicts: Significant 2023 revenue from Farmers while Dailey served as Chairman through mid-2023; mitigated by related-person policy and recusal requirements, but remains a watch item for perceived conflicts .
- Engagement/attendance: Board met 4 times; Dailey’s committees met 6 (TM&C), 4 (Finance & Investment), Executive Committee did not meet; all directors met attendance thresholds .
Compensation Committee Analysis
- Committee composition and report: TM&C members signed 2025 CD&A report; Dailey as Chair led the process .
- Practices: Formulaic STI for NEOs (Revenue and Adjusted EBITDA); LTI mix 80% PSUs (Relative TSR and ROIC) + 20% time-based; expanded clawback beyond SEC/Nasdaq to include detrimental conduct .
RED FLAGS
- Related-party exposure: Material fees from Farmers during period of Dailey’s chairmanship may raise appearance-of-conflict concerns despite policy safeguards .
- Multi-board commitments: Addition to FAF board increases external obligations; monitor for overboarding risks relative to committee chair workload at Verisk .
Notes
- Mandatory retirement age: 75; Dailey is 68 .
- Director stock compensation elections and vesting schedules are standardized across non-employee directors .
- Executive and independent director sessions occur after every meeting, supporting board effectiveness .