Lee Shavel
About Lee Shavel
Lee M. Shavel, age 57, is President and Chief Executive Officer of Verisk, serving as CEO since May 2022 and as President since January 2023; he previously served as Verisk’s CFO (2017–2022) and Group President (Feb 2021–May 2022) . Under his leadership in 2024, Verisk delivered revenue from continuing operations of $2,881.7M (+7.5% YoY), adjusted EBITDA of $1,576.0M (+9.9% YoY), and 1-year TSR of 16.0% (3-year annualized 6.9%; 5-year annualized 13.5%) . He also serves on the board of FactSet Research Systems (NYSE: FDS) and previously served as a director and Audit Committee Chair at Investment Technology Group (ITG) . Verisk’s say‑on‑pay support in 2024 was 94% for 2023 compensation, signaling broad investor approval of the pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verisk | President & CEO | May 2022–present | Led focused strategy on predictable growth, operational efficiency, disciplined capital allocation; delivered 2024 revenue and EBITDA growth and strong TSR . |
| Verisk | President (dual title) | Jan 2023–present | Added President title to CEO role, reinforcing operational leadership . |
| Verisk | Group President | Feb 2021–May 2022 | Oversaw operating segments ahead of CEO succession . |
| Verisk | Chief Financial Officer | 2017–2022 | Managed financial strategy and capital allocation pre- and post-portfolio reshaping . |
| Nasdaq, Inc. | CFO & EVP, Corporate Strategy | May 2011–Mar 2016 | Led finance and corporate strategy for a major market infrastructure company . |
| BoA Merrill Lynch | Americas Head, Financial Institutions IB | Pre-2011 | Led FIG investment banking across Americas . |
| Merrill Lynch | Head of Finance, Securities & Technology; Global COO, FIG | Pre-2011 | Senior leadership roles spanning finance and FIG operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FactSet Research Systems (NYSE: FDS) | Director | Jun 2020–present | Current public company directorship . |
| Investment Technology Group (NYSE: ITG) | Director; Audit Committee Chair | 2016–Mar 2019 | Prior public company board service with committee leadership . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $925,000 | $1,000,000 | Raised 8.1% YoY; remained below peer median for 2024 . |
| Target STI (% of Salary) | 150% | 150% | Unchanged YoY . |
| Target STI ($) | $1,387,500 | $1,500,000 | Based on base salary and 150% target . |
Performance Compensation
Annual STI Design and Outcomes (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Funding |
|---|---|---|---|---|---|---|
| Revenue ($M) | 40% | 2,733 | 2,871 | 3,021 | 2,870 (post FX/divest adj.) | 100% . |
| Adjusted EBITDA ($M) | 40% | 1,493 | 1,572 | 1,650 | 1,572 | 100% . |
| Individual Performance | 20% | — | — | — | CEO at 110% | Applied to 20% component . |
| CEO STI Payout ($) | — | — | — | — | $1,530,000 | 102% of target . |
Notes:
- STI pool is primarily formulaic (80% company metrics; 20% individual). The maximum multiplier was reduced from 200% to 150% in 2024, tightening upside leverage .
- Company uses adjustments for M&A, FX, etc., to better reflect underlying operational performance .
Long-Term Incentive (LTI) Structure and 2024 Grants (Grant date: Jan 15, 2024)
| Instrument | Metric | Target/Count | Key Terms | Grant-date Fair Value |
|---|---|---|---|---|
| Stock Options | — | 35,585 options @ $236.77 strike | 4-year ratable vesting; 10-year term | $1,899,792 . |
| Restricted Stock | — | 8,025 shares | 4-year ratable vesting | $1,900,079 . |
| PSUs (Relative TSR) | TSR vs S&P 500 | 13,409 target (6,705 thr; 26,818 max) | 3-year; 0–200% payout: 25th=50%, median=100%, 75th=150%, >90th=200% | $3,799,977 . |
| PSUs (ROIC) | 3-yr Incremental ROIC | 8,025 target (4,013 thr; 16,050 max) | 3-year; 0–200% payout: <8%=0%, 8%=50%, 12%=100%, ≥16%=200% | $1,900,079 . |
Additional context:
- LTI mix emphasizes performance: 80% PSUs (TSR 40%, ROIC 20%) plus options 20% and time-based stock 20% .
- 2022–2024 PSUs paid out at 122.98% of target (TSR at 61.49th percentile) and 200% of target for ROIC (19.0% incremental ROIC) .
- A 2022 CEO one-time top-up included a $2,000,000 relative TSR PSU payable only if ≥65th percentile over three years, reinforcing performance alignment .
Equity Ownership & Alignment
| Ownership Element (as of Feb 21, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 188,357 | <1% of outstanding . |
| Options exercisable within 60 days | 114,013 | Included within beneficial ownership . |
| Restricted stock (unvested) | 20,417 | Vests in equal annual installments . |
| PSUs outstanding (not “beneficially owned” under SEC rules) | 2022: 5,667 TSR; 3,322 ROIC; 27,457 TSR (special); 2023: 12,813 TSR; 8,046 ROIC; 2024: 13,409 TSR; 8,025 ROIC; 2025: 13,307 TSR; 8,035 ROIC | Settle in shares/cash at Committee discretion; not counted as “beneficially owned” until within 60 days of vest . |
| CEO ownership guideline | ≥6x base salary | Shavel is in compliance . |
| Hedging/Pledging | Prohibited | Directors and employees are prohibited from hedging or pledging company securities . |
Vesting mechanics:
- Time-based options and restricted stock vest ratably over four years from grant; PSUs cliff-vest at the end of the three-year performance period (with 0–200% payout) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | None; NEOs (incl. CEO) do not have individual employment contracts . |
| Severance plan (Exec Severance Plan, adopted Mar 2022) | CEO: 24 months base salary; 2x target STI; up to 18 months employer-paid COBRA; $50,000 outplacement; pro‑rata vesting of unvested time-based equity and PSUs (PSUs at target), all upon a “qualifying termination” (e.g., without cause, or good reason within 2 years post‑CoC). No single‑trigger acceleration on change in control . |
| Non-compete / non-solicit | 12 months; release requirement; confidentiality obligations apply . |
| Excise tax gross-ups | None provided . |
| Clawback | Compliant with SEC/Nasdaq restatement rule (mandatory recovery) and expanded in 2024 to discretionary recovery for detrimental conduct causing material harm; covers TSR/stock price and financial metrics; lookback of three completed fiscal years . |
| Insider trading, hedging/pledging | Hedging and pledging prohibited; robust policy framework . |
Illustrative severance values if qualifying termination on Dec 31, 2024:
| Component | CEO Amount ($) |
|---|---|
| Cash Severance | 2,000,000 |
| STI Cash Payment | 3,000,000 |
| Time-Based Equity Acceleration | 3,562,310 |
| PSU Acceleration (at Target) | 14,653,976 |
| Total (select components shown) | 23,216,286 |
| Values per company table; equity values based on $275.43 stock price on 12/31/24 . |
Board Governance (Director Service, Committees, Independence)
- Board service: Shavel was elected a director at the 2022 Annual Meeting and currently serves as President & CEO and director; he is not independent under Nasdaq rules (executive officer) .
- Leadership structure: Independent Chair (Bruce Hansen) with separate CEO role; all standing committees are 100% independent (Audit; Talent Management & Compensation; Finance & Investment; Governance, Corporate Sustainability & Nominating; Risk; Executive) .
- Committees: Shavel does not serve on Board committees; independent directors chair all committees .
- Board activity: The Board met four times in 2024; all directors attended at least 75% of Board and committee meetings .
- Director compensation: CEO receives no additional compensation for Board service (non‑employee director retainers are $105,000 cash plus ~$210,000 equity annually; not applicable to CEO) .
Dual-role implications:
- With an Independent Chair and fully independent committees, potential concerns about CEO/Chair concentration are mitigated; oversight includes executive sessions after every meeting .
Compensation Structure Analysis
- Mix shift/upside control: 2024 reduced STI maximum from 200% to 150%, tightening short-term payout dispersion while increasing CEO LTI grant to $9.5M (up $2.1M YoY), reinforcing long-term alignment .
- Strong performance linkage: STI metrics are revenue and adjusted EBITDA (80% combined weight) with formulaic payouts; PSUs hinge on TSR vs S&P 500 and multi-year ROIC, with 0–200% outcomes; 2022–2024 PSU results demonstrate performance sensitivity (TSR ~61.5th percentile; ROIC max) .
- Peer benchmarking: Peer set includes S&P Global, Moody’s, MSCI, Equifax, Intercontinental Exchange, etc.; compensation targets around market median with emphasis on market cap; CEO 2024 total direct compensation set at $12M, below peer median .
- Shareholder alignment safeguards: Robust clawback expanded in 2024; strict anti-hedging/pledging; no single-trigger vesting; no option repricing without shareholder approval; no excise tax gross-ups .
Equity Ownership & Director/Executive Policies
- CEO stock ownership guideline of 6x salary is met; directors have 6x retainer requirement; majority of directors meet/exceed guidelines; hedging/pledging prohibited .
- Beneficial ownership (CEO) at 188,357 shares (<1%) with additional unvested RS and PSUs outstanding; 114,013 options exercisable within 60 days support alignment without pledging/hedging risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 94% (for 2023 compensation), following extensive shareholder engagement and committee responsiveness (e.g., risk oversight, AI governance, comp design) .
Performance & Track Record
| Metric | 2024 Outcome |
|---|---|
| Revenue from continuing ops | $2,881.7M (+7.5% YoY) . |
| Adjusted EBITDA | $1,576.0M (+9.9% YoY) . |
| Net Income | $957.5M (+55.9% YoY) . |
| TSR | 1-yr 16.0%; 3-yr annualized 6.9%; 5-yr annualized 13.5% . |
Compensation Committee & Peer Group
- Committee: Talent Management & Compensation Committee (independent) uses FW Cook as independent consultant; pay decisions are quantitative and performance-based .
- Peer group (2024): Clarivate, CoStar, Equifax, Fair Isaac, Gartner, Global Payments, ICE, Jack Henry, Moody’s, MSCI, Nasdaq, S&P Global, Thomson Reuters, TransUnion .
Investment Implications
- Alignment: High proportion of at-risk and performance-based pay tied to TSR and ROIC, combined with strict ownership, anti-hedging/pledging, and broadened clawback, indicate strong alignment and lower governance risk; CEO comp set below peer median adds discipline .
- Retention and supply overhang: Material unvested equity (time-based and PSUs) and multi-year vesting create retention incentives; PSUs from 2023–2025 cycles could generate future share deliveries, which may contribute to episodic selling pressure at vesting but are performance-gated and largely mitigated by stock ownership/retention rules .
- Change-in-control economics: Double-trigger severance (2x target STI; 24 months salary; pro‑rata equity at target) is competitive but sizable; investors should factor potential dilution/cash costs in an M&A scenario .
- Pay-performance credibility: 2022–2024 PSU outcomes show pay is sensitive to both market-relative returns and capital discipline, supporting confidence that elevated equity grants are contingent on sustained performance .
- Board oversight: Independent Chair, fully independent committees, 2024 creation of a Risk Committee, and robust engagement underpin governance quality, mitigating dual-role concerns and supporting long-term execution .