Kimberly Stevenson
Director at VRSK
Board
About Kimberly S. Stevenson
Kimberly S. Stevenson is an independent director of Verisk (VRSK), serving since 2022 and currently age 62. She is a retired technology executive with senior leadership roles at NetApp, Lenovo, and Intel, and brings deep expertise in innovation, data, and enterprise technology operations to Verisk’s board; she serves as Chair of the Risk Committee, and is a member of the Governance, Corporate Sustainability & Nominating Committee and the Executive Committee . The Board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp | SVP & GM, Foundational Data Services BU | Jan 2020 – Aug 2021 | Led cloud data services BU |
| Lenovo | SVP & GM, Data Center Group | May 2017 – Oct 2018 | Led data center business |
| Intel | Corporate Vice President | Sep 2009 – Feb 2017 | Senior leadership across technology operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mitek Systems (NASDAQ: MITK) | Director | Current | Public company directorship |
| Quarterhill (XTSE: QTRH) | Director | Prior | Public company directorship |
| Skyworks Solutions (NASDAQ: SWKS) | Director | Prior | Public company directorship |
| Boston Private Financial Holdings (NASDAQ: BPFH) | Director | Prior | Public company directorship |
| Cloudera (NYSE: CLDR) | Director | Prior | Public company directorship |
| Riverbed Technology (NASDAQ: RVBD) | Director | Prior | Public company directorship |
| Ambiq Micro (Private) | Director | Prior | Private semiconductor company board service |
Board Governance
- Independence and tenure: Independent director since 2022; one of ten independent directors on an 11-member board as of the 2025 proxy .
- Committee assignments (2024): Chair, Risk Committee; Member, Governance, Corporate Sustainability & Nominating Committee; Member, Executive Committee (committee of the Independent Board Chair and other committee chairs) .
- Risk oversight remit (as Chair): Oversees enterprise risk management including cyber, technology, information security, privacy, data usage, regulatory compliance, competition, and other strategic/operational risks; coordinates with the Audit Committee and other committees .
- Attendance: The 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 leadership: Separate Independent Board Chair and CEO roles; all standing committees (including Risk and Executive) are composed solely of independent directors .
- Governance refresh: The board formed the new Risk Committee in early 2024 and refreshed committee leadership annually; Stevenson appointed Risk Chair for a one-year term in 2024 .
Fixed Compensation (Director)
| Component | 2024 Policy | Stevenson 2024 Amount |
|---|---|---|
| Annual cash retainer (board) | $105,000 | $118,233 (fees earned in cash) |
| Committee chair additional retainer | $20,000 (Audit & Comp chairs); $15,000 (other committee chairs) | Risk Chair is “other committee” category ($15,000 policy) |
| Independent Board Chair premium | $150,000 | N/A |
| Form of retainer | Electable as cash, deferred cash, shares, or deferred shares | Electable per plan; immediate vesting for issued common stock; deferred settle at separation |
Notes: Retainers are payable quarterly in arrears; mid-cycle appointments and chair assignments are prorated .
Performance Compensation (Director)
| Component | 2024 Program Design | Stevenson 2024 Amount |
|---|---|---|
| Equity award (annual) | $210,000 value; director elects either DSUs (vest/settle at separation) or RSUs (vest on next annual meeting or 1-year anniversary) | $210,000 stock awards |
Metrics and vesting: Non-employee director equity is time-based (no performance metrics); option awards for directors were eliminated as of May 2023 .
Other Directorships & Interlocks
- Current public company board: Mitek Systems (MITK) .
- No Stevenson-specific related-party transactions disclosed. 2024 related-party transactions involved companies tied to other directors (Vantage Group; Broadridge), governed by the board’s related-person transaction policy and with recusal where applicable .
- No disclosed interlocks for Stevenson with Verisk competitors, suppliers, or customers .
Expertise & Qualifications
- Deep expertise in innovation, data and technology; experience leading information services operations; and broad public company board experience across technology sectors—capabilities explicitly cited by Verisk in nominating Stevenson .
- As Risk Committee Chair, her background aligns with Verisk’s emphasis on cyber/technology risk oversight and enterprise risk management .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/21/2025) | 3,788 shares; less than 1% of class |
| Components disclosed (footnote) | Includes 1,108 options exercisable within 60 days and 1,722 deferred stock units (DSUs) |
| Outstanding stock awards (12/31/2024) | 2,680 stock awards outstanding |
| Outstanding options (12/31/2024) | 1,108 options outstanding (from prior grants; options eliminated for directors in May 2023) |
| Director ownership guideline | 6x annual base retainer (excludes option value); compliance required by 6th anniversary |
| Compliance status | Stevenson currently holds stock value in excess of 6x base retainer |
| Hedging/pledging | Company prohibits pledging, hedging, short sales, options/futures, and margin accounts for directors |
Governance Assessment
- Strengths for investor confidence
- Independent director with technology and data operations depth; chairs Risk Committee, which oversees cyber/technology, data governance, and ERM—areas central to Verisk’s moat and regulatory/commercial risk profile .
- Strong alignment: mandatory director stock ownership of 6x retainer and confirmed compliance; anti-hedging and anti-pledging policies reduce misalignment risk .
- Independent board leadership structure; all standing committees independent; regular independent director sessions; robust committee charters and annual evaluations .
- Attendance: board-wide ≥75% attendance; full attendance at the annual meeting indicates engagement .
- Compensation and incentives
- Director pay mix tilts to equity ($210k annual equity vs. ~$118k cash fees in 2024 for Stevenson), with time-based vesting via RSUs/DSUs; options eliminated since 2023—reduces incentive for risk-taking while maintaining equity alignment .
- Conflicts/related-party exposure
- No Stevenson-specific related-party transactions disclosed; board policy mandates committee approval and director recusal for any such transactions .
- Watch items (not red flags)
- Director equity is time-based (not performance-based), which is standard but offers limited direct pay-for-performance link; however, high ownership guidelines mitigate this by emphasizing longer-term alignment .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kimberly S. Stevenson | 118,233 | 210,000 | 328,233 |
Policy reference: Annual cash retainer $105,000; additional $15,000 for chairs of non-Audit/Comp committees; annual equity award $210,000 in DSUs or RSUs, with time-based vesting; option awards removed for directors as of May 2023 .
Committee Roles (2024)
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Risk | Chair | 4 | Oversees ERM, cyber/tech, data privacy, compliance and other strategic/operational risks |
| Governance, Corporate Sustainability & Nominating | Member | 5 | Board composition, independence, self-evaluations, governance policies, sustainability oversight |
| Executive | Member | — | Comprised of Independent Board Chair and standing committee chairs; did not meet in 2024 |
Related-Party & Policy Highlights
- No Stevenson-specific transactions disclosed; 2024 customer/vendor relationships involved other directors’ affiliated entities (Vantage Group; Broadridge) and are overseen under a formal related-person policy requiring approval/ratification and recusal .
- Prohibitions on hedging and pledging apply to directors, with insider trading policies and structured equity grant timing to avoid MNPI concerns .
Summary for Investors
- Stevenson’s profile is well-aligned with Verisk’s risk and technology governance needs, reinforced by her chair role on the Risk Committee and independent status .
- Compensation structure for directors emphasizes equity alignment and eliminates options, combined with strict ownership guidelines and anti-hedge/pledge policies—supportive of long-term oversight quality .
- No disclosed conflicts tied to Stevenson; attendance and engagement standards are sound, with independent leadership and robust committee frameworks enhancing board effectiveness .