Kathleen Hogenson
Director at VRSK
Board
About Kathleen A. Hogenson
Independent director at Verisk since 2016; age 64. She is President & CEO of Zone Oil & Gas, LLC and brings 30+ years of global operating experience, risk management, and strategy in energy and technology-driven businesses. She currently serves as Chair of Verisk’s Audit Committee and is a member of the Risk and Executive Committees; the Board has determined she is independent under Nasdaq rules and that Audit Committee members (including Ms. Hogenson) qualify as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zone Oil & Gas, LLC | President & CEO | 2007–present | Leads advisory and valuation services in energy; extensive global operational leadership cited by Verisk |
| Zone Energy, LLC | Founder; President & CEO | 2009–2015 | Founded and sold the company; entrepreneurial track record noted by Verisk |
| Santos USA Corporation | President | — | Senior U.S. leadership for international E&P company |
| Unocal Corporation | VP, Exploration & Production Technology | — | Technology and operations leadership at a global, regulated enterprise |
External Roles
| Organization | Ticker/Exchange | Role | Status |
|---|---|---|---|
| First Quantum Minerals Ltd. | FM/TSX | Director | Current |
| Cimarex Energy Co. | XEC/NYSE | Director | Prior |
| Petrofac Limited | PFC/LSE | Director | Prior |
| Tamarack Valley Energy | TVE/TSX | Director | Prior |
| Parallel Petroleum LLC | — | Director | Prior (private) |
| Samsung Oil & Gas USA Corp. | — | Advisory Board | Prior (advisory) |
Board Governance
| Area | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committee assignments (2024) | Audit (Chair); Risk (Member); Executive (Member) |
| Committee meeting cadence (2024) | Audit: 7; Risk: 4; Executive: did not meet in 2024 (handled at full Board) |
| Audit Committee report | Signed by Chair Hogenson; recommended inclusion of 2024 audited financials; appointed Deloitte & Touche for 2025 for shareholder ratification |
| Audit Committee qualifications | All members independent, financially literate, and meet SEC “audit committee financial expert” criteria |
| Board/committee attendance | In 2024, all directors attended at least 75% of Board and relevant committee meetings |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting |
| Leadership structure | Separate Independent Board Chair and CEO |
| Risk oversight | New Risk Committee formed in early 2024; Ms. Hogenson serves as a member |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,659 | Per 2024 Director Compensation Table |
| Stock Awards (grant-date fair value) | $219,341 | Per 2024 Director Compensation Table |
| Total | $335,000 | Per 2024 Director Compensation Table |
Director compensation program parameters (2024):
- Base annual cash retainer: $105,000; Committee Chair additional retainer: $20,000 for Audit and Compensation; $15,000 for other chairs; Independent Board Chair additional retainer: $150,000 .
- Annual equity grant value: $210,000, delivered as director-elected DSUs (settle at separation) or RSUs (vest at next annual meeting or one-year anniversary) .
- Retainer may be taken in cash, deferred cash, shares, or deferred shares; pro-rated for mid-cycle appointments/assignments; annual director compensation cap (cash+equity) $750,000 under 2021 plan .
Performance Compensation (Director)
| Category | Detail |
|---|---|
| Performance-linked pay | Not applicable for non-employee directors; annual equity is time-based RSUs or DSUs (no performance conditions) |
| Options | Director stock options eliminated as a program component as of May 2023 (legacy options may remain outstanding) |
Other Directorships & Interlocks
- Current public company board: First Quantum Minerals Ltd. (FM/TSX). No Verisk-related transactions with First Quantum were disclosed in 2024 .
- Verisk disclosed 2024 related-party customer/vendor relationships tied to other directors (Vantage Group; Broadridge), not involving Ms. Hogenson .
Expertise & Qualifications
- Audit and financial oversight: Identified by the Board as an Audit Committee financial expert; chairs Verisk’s Audit Committee .
- Global operating leadership: 30+ years managing complex global portfolios; executive roles at Santos and Unocal; founder/CEO experience .
- Risk management: Member of newly formed Risk Committee; background in regulated energy and technology-enabled operations .
- Governance: Serves on Executive Committee (comprised of Independent Chair and chairs of standing committees) .
Equity Ownership
| Measure | Amount / Status | As-of |
|---|---|---|
| Beneficially owned common shares | 30,551 | Feb 21, 2025 |
| % of shares outstanding | <1% (asterisk indicated in proxy table) | Feb 21, 2025 |
| Outstanding stock awards (director awards) | 11,119 | Dec 31, 2024 |
| Outstanding option awards (legacy) | 19,432 | Dec 31, 2024 |
| Shares outstanding (basis for % calc) | 140,276,165 | Feb 21, 2025 |
| Director ownership guideline | 6× annual base retainer; compliance required within 6 years | Policy |
| Compliance status | Exceeds 6× requirement | Current status per proxy |
| Hedging/pledging policy | No hedging or pledging of Company securities permitted | Policy |
Insider transactions (Form 4) – Ms. Hogenson (2023–2025):
Related Party & Conflicts Check
- Policy and oversight: Related-person transactions require prompt disclosure to the Corporate Secretary and approval/ratification by the Governance, Corporate Sustainability and Nominating Committee; interested directors recuse .
- 2024 disclosures: Verisk reported customer/vendor relationships with Vantage Group (CEO: Director Gregory Hendrick) and Broadridge (President: Director nominee Christopher Perry); no related-person transactions involving Ms. Hogenson were disclosed .
Governance Assessment
-
Strengths
- Seasoned audit chair with SEC “audit committee financial expert” designation; led committee that recommended inclusion of 2024 audited financials and appointment of Deloitte for 2025 .
- Strong independence and engagement profile: independent under Nasdaq rules; board-level policy of independent sessions after each Board and Committee meeting; new Risk Committee participation underscores risk oversight breadth .
- Ownership alignment: exceeds 6× director ownership guideline; hedging/pledging prohibited; maintains meaningful beneficial ownership and legacy options from prior program .
- Attendance: Board reports all directors met at least 75% attendance and all attended the 2024 annual meeting .
-
Watch items
- Director cash/equity mix is largely time-based (no performance-contingent director equity), consistent with market practice but offers limited explicit performance linkage; options eliminated as of May 2023 .
- Executive Committee did not meet in 2024; while typical, strategic oversight continues primarily at full Board level .
RED FLAGS: None disclosed for Ms. Hogenson related to attendance shortfall, related-party transactions, hedging/pledging, or compensation anomalies in 2024 .
Notes on Director Compensation Structure (Comparability)
| Item | 2024 Director Program Details |
|---|---|
| Base retainer | $105,000 |
| Committee chair add-on | $20,000 (Audit, Compensation); $15,000 (other committees) |
| Equity grant | $210,000 in DSUs (settle at separation) or RSUs (vest at next annual meeting or one-year anniversary) |
| Compensation cap | $750,000 (cash+equity) per non-employee director/year under 2021 plan |
| Options | Eliminated as of May 2023; legacy outstanding options remain (Hogenson: 19,432 as of 12/31/24) |
All information above is sourced from Verisk’s 2025 DEF 14A proxy statement and SEC Form 4 filings as cited.