Therese Vaughan
Verisk AnalyticsAbout Therese M. Vaughan
Independent director at Verisk Analytics (VRSK) since 2013; age 68. Former CEO of the National Association of Insurance Commissioners (NAIC) with deep insurance regulation expertise; prior roles include Iowa Insurance Commissioner and academic leadership at Drake University and University of Iowa. Currently serves on Verisk’s Audit and Governance, Corporate Sustainability & Nominating Committees; Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Insurance Commissioners | Chief Executive Officer | Feb 2009 – Nov 2012 | Led U.S. insurance regulatory coordination |
| Iowa Insurance Division | Commissioner | Aug 1994 – Dec 2004 | Directed all insurance business in Iowa |
| University of Iowa, Emmett J. Vaughan Institute | Professional Director | 2021 – 2023 | Risk management and insurance leadership |
| Drake University (College of Business & Public Administration) | Executive-in-Residence, Distinguished Professor, Interim Dean, Dean | Not disclosed | Academic governance and program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Bancorporation (NASDAQ: WTBA) | Director | Current | Banking sector board experience |
| Hamilton Insurance Group, Ltd. (NYSE: HG) | Director | Current | Insurance underwriting board experience |
| Wellmark Blue Cross and Blue Shield | Director | Since 2013 | Non-profit health insurer governance |
| Food Bank of Iowa | Director | Since 2018 | Community non-profit governance |
| Prior: AIG; Validus Holdings; Principal Financial Group; Endurance Specialty | Director (prior) | Past service | Insurance sector board experience |
Board Governance
- Committee assignments: Audit Committee member; Governance, Corporate Sustainability & Nominating Committee member .
- Independence: Board determined Dr. Vaughan is independent under Nasdaq rules; Board is majority independent (10 of 11) .
- Attendance and engagement:
- Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings while serving .
- Audit (7 meetings) and Governance (5 meetings) were active oversight forums .
- All directors attended the 2024 Annual Meeting of Shareholders .
- Executive sessions: Independent director executive sessions were held after every Board and committee meeting in 2024 .
- Governance practices: Independent Chair (Bruce Hansen); written charters; proxy access; mandatory retirement age 75; no poison pill; robust stock ownership guidelines; expanded clawback policy; hedging/pledging prohibited .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Fees ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 110,605 | — | — | 210,000 | 320,605 |
- Program details: Non-employee directors receive an annual base retainer of $105,000; committee chair adders: $20,000 (Audit, Compensation) or $15,000 (other committees); Independent Chair receives $150,000; equity grant value $210,000 annually (RSUs or deferred stock units at director’s election) .
- Stock ownership guideline: 6x annual base retainer (excludes option intrinsic value); compliance required within six years for new directors; Dr. Vaughan currently exceeds 6x requirement .
Performance Compensation (Director)
- No performance-linked metrics disclosed for director pay; annual equity is RSUs (vesting at next annual meeting or one-year anniversary) or deferred stock units (settle at separation); stock options were eliminated from the director program in May 2023 (legacy options may remain outstanding) .
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure | Related Party Transactions Disclosed |
|---|---|---|
| Hamilton Insurance Group (HG) | Insurance industry participant and potential Verisk client/supplier universe | None disclosed for Hamilton; 2024 customer relationships disclosed for Vantage Group (director Hendrick’s company) and Broadridge (nominee Perry’s company), not for Vaughan . |
| West Bancorporation (WTBA) | Banking; limited direct overlap with Verisk’s insurance analytics | None disclosed . |
Expertise & Qualifications
- Insurance regulation expert (NAIC CEO; Iowa Insurance Commissioner) with deep knowledge of market dynamics and regulatory environment; credentials include CPCU and ACAS .
- Committee-relevant skills: financial literacy and “audit committee financial expert” qualification per Board determination; experience in governance and sustainability oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 28,928 | Includes items per SEC rules |
| Ownership as % of outstanding | 0.021% (28,928 / 140,276,165) | Based on shares outstanding as of Feb 21, 2025 |
| Deferred stock units (DSUs) | 9,840 | Entitle to equal shares at end of Board service |
| Options outstanding | 7,402 | Legacy director options; option awards eliminated from program in May 2023 |
| Outstanding stock awards (RSUs/DSUs) at 12/31/24 | 21,526 | Aggregate outstanding director stock awards |
| Hedging/pledging status | Prohibited for directors per policy | Anti-hedging/pledging policy |
| Ownership guideline compliance | Exceeds 6x base retainer | Board disclosure confirms compliance |
Governance Assessment
- Board effectiveness: Vaughan’s regulatory expertise strengthens Audit and Governance oversight; Board identified her as independent and financially literate, meeting “audit committee financial expert” qualifications .
- Alignment: Strong ownership alignment via DSUs/RSUs and compliance with 6x retainer guideline; no hedging/pledging allowed .
- Attendance: Meets Board threshold; active committee schedules (Audit 7; Governance 5) indicate ongoing engagement; attended 2024 Annual Meeting .
- Compensation structure: Cash retainer plus fixed-value equity grant; no director performance metrics; legacy options remain but program shifted to RSUs/DSUs (lower risk, higher alignment) .
- Conflicts and related-party exposure: No related-party transactions disclosed for Vaughan; monitor potential indirect exposure given her role at Hamilton Insurance Group, though no transactions reported; disclosed 2024 customer/vendor relationships involve other directors (Hendrick; nominee Perry) .
RED FLAGS: None disclosed specific to Vaughan. No related-party transactions; compliant ownership; independent status; anti-hedging/pledging policy in place .
