Samuel Liss
Director at VRSK
Board
About Samuel G. Liss
Independent director at Verisk since 2009 (previously a director of Verisk’s predecessor, Insurance Services Office, Inc. from 2005–2009); Age 68. Principal of WhiteGate Partners LLC and Adjunct Professor at NYU Stern; prior executive roles include EVP and Group Business Head at The Travelers Companies and EVP at The St. Paul Companies, with earlier senior investment banking roles at Credit Suisse First Boston and Salomon Brothers (top‑ranked analyst in diversified financials/insurance). Core credentials: insurance industry operator, capital markets/investment banking expertise, and corporate governance leadership; currently chairs Verisk’s Governance, Corporate Sustainability & Nominating Committee and serves on the Audit Committee (Audit Committee Financial Expert) .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| The Travelers Companies | EVP & Group Business Head; oversaw corporate business development and Financial, Professional Lines & International Insurance division | Not specified | Senior operating and M&A responsibility |
| The St. Paul Companies | EVP | Not specified | Senior insurance leadership |
| Credit Suisse First Boston | Managing Director, Investment Banking and Equities | Not specified | Capital markets and advisory expertise |
| Salomon Brothers | Equities division; top‑ranked analyst covering diversified financials/insurance | Not specified | Sector expertise; external recognition |
External Roles
| Organization/Institution | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| WhiteGate Partners LLC | Principal | Private | Ongoing |
| NYU Stern Graduate School of Business | Adjunct Professor | Academic | Ongoing |
| JS Held | Director | Private | Ongoing |
| Ironshore, Inc. | Former Director | Private | Former |
| DST Systems, Inc. (NYSE: DST) | Former Director | Public | Former |
| Argo Group International Holdings, Ltd. (NYSE: ARGO) | Former Director | Public | Former |
| Nuveen Investments, Inc. | Former Director | Public (acquired) | Former |
Board Governance
- Independence: The Board determined Liss is independent under Nasdaq rules .
- Committees and chair roles (2024):
- Governance, Corporate Sustainability & Nominating Committee — Chair; 5 meetings; all members independent .
- Audit Committee — Member; 7 meetings; all members independent, financially literate, and meet “audit committee financial expert” qualifications .
- Executive Committee — Member; Executive Committee did not meet in 2024 .
- Board/attendance:
- Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder votes (2025 Annual Meeting): Liss received 107,566,727 “For,” 12,577,290 “Against,” 299,181 “Abstain,” with 5,892,487 broker non‑votes. Among nominees, he had the highest “Against” votes, indicating focused investor scrutiny .
Fixed Compensation (Director Program and 2024 Actuals)
| Component | Policy Detail | 2024 Amount for Liss |
|---|---|---|
| Annual base retainer (Board) | $105,000; payable in cash or stock/deferral at director election | $0 cash reported; see stock awards below |
| Committee chair retainer | $20,000 for Audit & TM&C Chairs; $15,000 for other committee chairs | Eligible for $15,000 as Governance Chair (reflected via election form in stock awards) |
| Committee member fees | Not disclosed | Not disclosed |
| Independent Board Chair | Additional $150,000 (for the Chair, not applicable to Liss) | N/A |
| Meeting fees | Not disclosed | Not disclosed |
| 2024 fees paid in cash (reported) | As elected | $— (none) |
| 2024 stock awards (reported) | ASC 718 grant‑date fair value | $324,395 (total compensation all in stock) |
| Director comp limit | Total cash + equity capped at $750,000/year | Within limit |
Notes:
- Directors may elect to receive retainers in cash, deferred cash, shares, or deferred shares; Liss reported no cash and $324,395 in stock awards for 2024, indicating a strong equity alignment choice .
- Option awards were removed from the director program as of May 2023 (legacy options may remain outstanding) .
Performance Compensation (Design and Metrics)
| Element | Detail |
|---|---|
| Annual equity award value (standard) | $210,000 per non‑employee director at grant; delivered as either deferred stock units (vest/settle at separation) or RSUs that time‑vest by next annual meeting or one‑year anniversary, at the director’s election |
| Performance metrics for director equity | None disclosed for directors (time‑based vesting only) |
| Hedging/pledging | Prohibited for non‑employee directors; no margin or derivatives on Company stock |
| Clawback (scope) | Expanded policy applies to executive incentive comp; not directed at non‑employee director equity |
Other Directorships & Interlocks
| Company | Relationship to Verisk | Interlock/Conflict Consideration |
|---|---|---|
| DST Systems, Argo Group, Nuveen (former public boards) | Historical, unrelated to current Verisk transactions disclosed | No related‑party transactions disclosed involving Liss |
| JS Held (private) | Liss serves as director | No related‑party transactions disclosed involving Liss |
Verisk disclosed customer relationships with Vantage Group (CEO is director Gregory Hendrick) and fees paid to Broadridge (President is nominee Christopher Perry). No related‑person transactions were disclosed for Liss; related‑party policy is overseen by the Governance Committee (which Liss chairs) with recusals for interested directors .
Expertise & Qualifications
- Insurance operations executive leadership and corporate development/M&A (Travelers; St. Paul) .
- Capital markets/investment banking (CSFB; Salomon) and top‑ranked sector analyst—strength in financial analysis and market signaling .
- Corporate governance expertise; chair of Governance Committee; Audit Committee Financial Expert .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 114,310 shares as of Feb 21, 2025; <1% of outstanding (140,276,165 shares) |
| Outstanding stock awards | 66,408 stock awards outstanding at Dec 31, 2024 (director RSUs/DSUs) |
| Legacy option awards outstanding | 47,902 at Dec 31, 2024 (program eliminated May 2023) |
| Ownership guideline | 6x annual base retainer; Liss currently exceeds requirement |
| Hedging/pledging/shorting/margin | Prohibited |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay results: For 112,952,436; Against 4,675,605; Abstain 2,815,157; Broker non‑votes 5,892,487, reflecting broad support for pay program .
- Board‑led shareholder engagement focused on governance, executive compensation, cyber/AI oversight, regulatory change, and sustainability; committee leadership (including Governance Committee chaired by Liss) was refreshed and a new Risk Committee formed in 2024 .
Governance Assessment
Strengths
- Independent, financially sophisticated director with deep insurance and capital markets expertise; Audit Committee Financial Expert .
- Governance leadership: Chairs Governance, Corporate Sustainability & Nominating; active in board refreshment and policy modernization (e.g., Risk Committee formation; proxy access; separate Chair/CEO) .
- Strong alignment: exceeded 6x retainer ownership guideline; elected to take 2024 compensation entirely in equity; hedging/pledging prohibited .
Watch items / potential investor concerns
- Elevated shareholder opposition in 2025 election (12.58 million “Against,” the highest among nominees), suggesting concentrated investor scrutiny—often tied to long tenure, committee leadership accountability, or specific policy stances. The Governance Committee (which he chairs) also recommended significant charter/bylaw changes subsequently approved by shareholders, indicating responsiveness to investor feedback .
- Long tenure (director since 2009; service on predecessor board since 2005) may trigger refreshment concerns for some governance frameworks; however, the board has added eight new directors nominated since 2022, partially mitigating refreshment risk .
No related‑party or pledging/hedging red flags disclosed for Liss; Verisk’s related‑party policy includes recusal protections overseen by the Governance Committee .
Appendix Tables
Director Committee Assignments and Meetings (2024)
| Committee | Role | Meetings in 2024 | Independence/Notes |
|---|---|---|---|
| Governance, Corporate Sustainability & Nominating | Chair (Liss) | 5 | All members independent |
| Audit | Member (Liss) | 7 | Independent; financially literate; Audit Committee Financial Expert |
| Executive | Member (Liss) | 0 | Committee did not meet in 2024 |
Board meetings in 2024: 4; all directors ≥75% attendance; all directors attended the 2024 Annual Meeting .
2025 Shareholder Votes (select)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Samuel G. Liss | 107,566,727 | 12,577,290 | 299,181 | 5,892,487 |
| Say‑on‑Pay (Advisory) | 112,952,436 | 4,675,605 | 2,815,157 | 5,892,487 |
2024 Director Compensation (Reported)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Samuel G. Liss | — | 324,395 | 324,395 |
Program parameters: base retainer $105,000; Governance Chair retainer $15,000; standard annual equity $210,000; directors can elect cash vs stock/deferral; 2021 plan limits director comp to $750,000 per year; options removed from program (May 2023) .
Director Ownership and Awards (Liss)
| Metric | Amount |
|---|---|
| Beneficially owned shares (Feb 21, 2025) | 114,310; <1% of outstanding |
| Outstanding stock awards (Dec 31, 2024) | 66,408 |
| Legacy options outstanding (Dec 31, 2024) | 47,902 |
| Ownership guideline status | Exceeds 6× retainer |
Policies Relevant to Alignment and Risk
- Anti‑hedging/pledging/shorting/margin: Prohibited for non‑employee directors .
- Related‑party transactions: Governance Committee oversight; approval/ratification required; recusals for interested directors .
- Board structure: Separate Independent Chair and CEO; 100% independent Board committees including Executive, Governance, Audit, Finance & Investment, TM&C, and Risk .