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Date Filed:
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Elect as directors the 12 nominees identified in the attached Proxy Statement, each to serve for a term of one year;
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Cast an advisory vote to approve our executive compensation program;
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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020; and
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Transact such other business as may properly come before the meeting.
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If you vote by Internet or telephone, you do not have to return your proxy card or voting instruction form.
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providing written notice to the Secretary of the company;
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timely delivering a valid, later-dated, and signed proxy card or a later-dated vote via the Internet or by telephone prior to 11:59 p.m. eastern time on Thursday, May 7, 2020; or
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voting online at the virtual Annual Meeting.
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Item
Number
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Proposal
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Board
Recommendation
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Affirmative
Vote Required
for Approval
1
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Broker
Discretionary
Voting
Allowed?
2
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1
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Elect as directors the 12 nominees identified in this Proxy Statement, each to serve for a term of one year
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FOR
each
nominee
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Majority of votes cast
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No
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2
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Cast an advisory vote to approve our executive compensation program
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FOR
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Majority of votes cast
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No
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3
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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020
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FOR
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Majority of votes cast
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Yes
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WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, THE BOARD OF DIRECTORS STRONGLY ENCOURAGES YOU TO VOTE YOUR SHARES BY PROXY PRIOR TO THE MEETING. YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE VOTING INSTRUCTIONS CAREFULLY TO MAKE SURE THAT YOUR SHARES ARE VOTED APPROPRIATELY.
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•
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Philip Bleser
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•
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Stuart B. Burgdoerfer
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•
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Pamela J. Craig
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•
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Charles A. Davis
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•
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Roger N. Farah
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•
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Lawton W. Fitt
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•
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Susan Patricia Griffith
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•
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Jeffrey D. Kelly
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Patrick H. Nettles, Ph.D.
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•
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Barbara R. Snyder
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•
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Jan E. Tighe
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Kahina Van Dyke
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The Board of Directors recommends that you vote FOR the election of each nominee.
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Name (Age)
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Principal Occupation, Business Experience, and Qualifications
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Other Directorships
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Philip Bleser (65)
Director since: 2017 |
Retired; Chairman of Global Corporate Banking, JPMorgan Chase & Co., New York, New York (financial services) from April 2015 through June 2016; Head of Global Corporate Banking, North America, JPMorgan Chase & Co., prior to April 2015
Prior to retiring in 2016, Mr. Bleser served on the executive leadership team at JPMorgan Chase (JPM), a preeminent commercial bank and financial services company, where he led the firm’s corporate banking efforts. In these roles, Mr. Bleser’s responsibilities included, among others, strategic direction and execution, risk management, and operations of a global, technology- and customer-driven corporate banking operation. His roles positioned him to understand the challenges and opportunities faced by JPM’s largest corporate clients and to evaluate the strategic decisions made by those businesses. Mr. Bleser also serves on the board of a specialty retail company, enhancing his experience in the areas of public company governance and the operations of its audit and compensation committees, as well as deepening his understanding of a consumer-facing retail business.
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Current
Francesca's Holding Corp.
Former None |
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Stuart B. Burgdoerfer (57)
Director since: 2009 |
Executive Vice President and Chief Financial Officer, L Brands, Inc., Columbus, Ohio (retailing)
Mr. Burgdoerfer has been selected to serve as a director of the company because he has substantial experience working in leadership roles as a financial professional, including his current role as the Chief Financial Officer of L Brands, Inc. and, before that, as Senior Vice President of Finance of The Home Depot, Inc. Mr. Burgdoerfer enhances the Board’s financial expertise and is a valuable member of our Audit Committee as an Audit Committee Financial Expert. |
Current
None
Former
None
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Pamela J. Craig (63)
Director since: 2018 |
Retired; Chief Financial Officer, Accenture PLC, Dublin, Ireland (global management consulting) prior to 2013
Ms. Craig is the former Chief Financial Officer of the global consulting firm, Accenture PLC. Ms. Craig worked at Accenture for 34 years in a variety of consulting and executive roles, where she developed extensive finance, management, operational, and technology expertise, as well as leadership experience in the context of a large, growth-oriented organization. In addition, her current and past service as a director of other significant public companies, and as a member of their audit, compensation, and governance committees, provide her with valuable experience in addressing the many risks and governance issues facing public companies.
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Current
Merck & Co., Inc.
3M Company
Former
Akamai Technologies, Inc.
Walmart Inc. VMware, Inc.
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Name (Age)
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Principal Occupation, Business Experience, and Qualifications
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Other Directorships
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Charles A. Davis (71)
Director since: 1996
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Chief Executive Officer, Stone Point Capital LLC, Greenwich, Connecticut (private equity investing)
Mr. Davis has broad financial, investment, and capital management expertise developed through his work at Goldman Sachs Group, investment management experience at MMC Capital, Inc., and his service as Chief Executive Officer of Stone Point Capital LLC. The Board values Mr. Davis’s extensive knowledge of Progressive’s business and history, which he has gained through his service as a director of the company since 1996. He also has substantial experience serving on the boards of other public and private companies.
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Current
AXIS Capital Holdings Limited The Hershey Company
Former
None
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Roger N. Farah (67)
Director since: 2008 |
Retired; Executive Director, Tory Burch LLC, New York, New York (retailing) from March 2017 through December 2017; Co-Chief Executive Officer, Tory Burch LLC, prior to March 2017
Mr. Farah was chosen to serve as a director principally due to his experience serving in executive officer positions at Ralph Lauren Corporation and Tory Burch LLC and his director position at other public companies. The extensive management and operational experience Mr. Farah has attained enables him to add significant value to the Board, particularly in the area of brand development and management. He brings a unique retail perspective to the Board as a result of his experience working in an executive management role in a consumer-focused industry that is different than the property and casualty insurance industry.
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Current
CVS Health Corporation Tiffany & Co.
Former
Aetna, Inc.
Metro Bank PLC
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Lawton W. Fitt (66)
Director since: 2009 |
Chairperson of the Board, The Progressive Corporation, Mayfield Village, Ohio since May 2018; Lead Independent Director, Progressive, from May 2016 to May 2018; Retired Partner, Goldman Sachs Group, New York, New York (financial services)
Ms. Fitt has substantial experience in the areas of investment banking and risk analysis, including insight into the operation of capital markets, as a result of her work as a partner at Goldman Sachs Group. In addition, she attained executive management experience through her work as the Secretary of the Royal Academy of Arts in London. Ms. Fitt’s service as a director at various other for-profit and non-profit organizations also factored into the decision to select her to serve on the Board of Directors. |
Current
Ciena Corporation The Carlyle Group Inc.
Micro Focus International plc Former ARM Holdings plc |
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Name (Age)
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Principal Occupation, Business Experience, and Qualifications
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Other Directorships
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Susan Patricia Griffith (55)
Director since: 2016 |
President and Chief Executive Officer, The Progressive Corporation, Mayfield Village, Ohio since July 2016; Vice President from May 2015 through June 2016; Personal Lines Chief Operating Officer from April 2015 through June 2016; President of Customer Operations prior to April 2015
Mrs. Griffith has been with the company since 1988 and has held a series of executive leadership positions, including Chief Executive Officer (since 2016), Chief Human Resource Officer, Claims Group President (in charge of the entire Claims organization), President of Customer Operations (overseeing the contact center (sales and delivery), customer experience, systems experience, and workforce management groups), and Personal Lines Chief Operating Officer, where she oversaw the Personal Lines, Claims, and Customer Relationship Management groups. Mrs. Griffith’s intimate knowledge of the company and her leadership experience give her a deep understanding of our culture, operations, challenges, and opportunities. |
Current
FedEx Corporation
Former
The Children's Place, Inc.
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Jeffrey D. Kelly (66)
Director since: 2012 Prior service: 2000-2009 |
Retired; Chief Operating Officer and Chief Financial Officer, RenaissanceRe Holdings Ltd., Pembroke, Bermuda (reinsurance services) prior to September 2016
Mr. Kelly brings a strong history of executive management, investment management, capital markets, and operational experience in the financial services industry. Among other responsibilities, he has served as the principal financial officer at a major commercial bank and a large reinsurer. Mr. Kelly's experience on the Board gives him valuable insight into our insurance and investment operations. Due to his past roles at RenaissanceRe, Mr. Kelly also provides a different perspective about the insurance industry. |
Current
None
Former None |
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Patrick H. Nettles, Ph.D. (76)
Director since: 2004 |
Executive Chairman of the Board, Ciena Corporation, Linthicum, Maryland (telecommunications)
Dr. Nettles’s extensive technical experience, including his experience working as an engineer, engineering manager, and his position as Chairman of the Board of Ciena Corporation, are chief among the reasons he was selected to serve on the Board of Directors. His experience and education, which includes a Ph.D. in physics, along with his significant operational experience as the Chief Executive Officer of Ciena, give him a unique perspective that enables him to make significant and distinct contributions to our Board. In addition, his past experience as a chief financial officer enables him to add great value to the Audit Committee as the Committee Chair and an Audit Committee Financial Expert. Dr. Nettles’s service as a director at other public companies also factored into the decision to select him to serve on our Board of Directors. |
Current
Ciena Corporation
Former Axcelis Technologies, Inc. |
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Name (Age)
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Principal Occupation, Business Experience, and Qualifications
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Other Directorships
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Barbara R. Snyder (64)
Director since: 2014 |
President, Case Western Reserve University, Cleveland, Ohio (higher education)
Ms. Snyder has extensive leadership experience as the President of Case Western Reserve University, in addition to leadership positions she has held at non-profit and university organizations and as a member of another public company board. Since being named President of Case in 2007, she has led a revitalization of the school, instituting a strategic planning process and eliminating a multi-million dollar deficit that she inherited, while overseeing enhancements of academic excellence, faculty collaboration, fundraising efforts, and the qualifications and diversity of Case’s student body. Her executive role at a leading university with strong research capabilities in science, engineering and technology, among other fields, along with her understanding of younger consumers and their technology habits, brings a unique perspective to our Board. |
Current
KeyCorp
Former None |
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Jan E. Tighe (57)
Director since: 2019
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U.S. Navy, Vice Admiral, Retired; Deputy Chief of Naval Operations for Information Warfare and Director of Naval Intelligence, U.S. Navy (military), from July 2016 to July 2018; Fleet Commander, U.S. Fleet Cyber Command/U.S. Tenth Fleet, U.S. Navy, prior to July 2016
Vice Admiral Tighe served in the U.S. Navy for 38 years, including leadership roles in the Navy and for the National Security Agency, prior to her retirement in 2018. She most recently served as the Deputy Chief of Naval Operations for Information Warfare and Director of Naval Intelligence, and as a managing director of the U.S. Navy’s Corporate Board. Vice Admiral Tighe also had prior leadership positions in U.S. Cyber Command, the Navy’s Fleet Cyber Command, and as President of the Navy’s Postgraduate School. A graduate of the U.S. Naval Academy and the Naval Postgraduate School, she holds a M.S. in Applied Mathematics and a Ph.D. in Electrical Engineering. She has been a Governance Fellow of the National Association of Corporate Directors since August 2018. Vice Admiral Tighe brings to the Board extensive leadership and operational experience in complex cybersecurity matters, information technology systems, technology risk management, and strategic assessment, planning, and implementation.
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Current
The Goldman Sachs Group, Inc. Huntsman Corporation
Former None |
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Name (Age)
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Principal Occupation, Business Experience, and Qualifications
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Other Directorships
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Kahina Van Dyke (48)
Director since: 2018 |
Global Head, Digital Channels and Client Data Analytics, Standard Chartered PLC, London, England (international banking) since February 2020; Senior Vice President of Business and Corporate Development, Ripple Labs, Inc., San Francisco, California (global digital payments network) from July 2018 through December 2019; Global Director of Financial Services & Payment Partnerships, Facebook, Inc., Menlo Park, California (online social media) from October 2017 through May 2018; Global Director of Payment Partnerships & Commerce, Facebook, Inc., from January 2016 through September 2017; Group Head and Senior Vice President Global Initiatives, Mastercard International, Purchase, New York (financial services) prior to January 2016
Ms. Van Dyke is the Global Head, Digital Channels and Client Data Analytics at Standard Chartered's Corporate Commercial and Institutional Banking Division where she is focused on expanding data analytics and channel capabilities. At Ripple, she was focused on driving new, strategic partnerships across the global financial industry. Previously, she was Global Director of Financial Services & Payment Partnerships at Facebook, where she worked with external companies to develop and grow the social platform’s financial products and services. Ms. Van Dyke has also held international leadership positions at multi-national financial firms, Mastercard and Citigroup. She brings to our Board an understanding of traditional financial services companies combined with leadership experience at a major technology company and expertise in emerging areas such as electronic payment systems and other fintech advances. She is also the Founder and Chair of the Global Women Executive Leadership Council, a group that promotes leadership and peer mentoring for women in more than 70 countries.
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Current
None
Former None |
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•
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The Progressive Corporation, Investor Relations, 6300 Wilson Mills Road, Box W33, Mayfield Village, OH 44143; or
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•
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email: investor_relations@progressive.com.
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Name
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Executive
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Audit
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Compensation
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Investment
and Capital
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Nominating
and
Governance
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Philip Bleser
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ü
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ü
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Stuart B. Burgdoerfer
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ü
*
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Pamela J. Craig
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ü
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Charles A. Davis
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C
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Roger N. Farah
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ü
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C
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ü
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Lawton W. Fitt
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ü
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ü
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C
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Susan Patricia Griffith
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C
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Jeffrey D. Kelly
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ü
*
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Patrick H. Nettles, Ph.D.
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C*
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Barbara R. Snyder
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ü
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Jan E. Tighe
1
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Kahina Van Dyke
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ü
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•
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Lawton W. Fitt, Chairperson of the Board
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•
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Daniel P. Mascaro, Secretary
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REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Progressive filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Progressive specifically incorporates this Report by reference therein.
The Audit Committee of the Board of Directors consists of the three directors named below, each of whom the Board has determined meets the applicable independence and experience requirements of the New York Stock Exchange and the Securities and Exchange Commission (SEC). In addition, the Board has determined that each of Dr. Nettles, Mr. Burgdoerfer, and Mr. Kelly is an Audit Committee Financial Expert, as that term is defined by the SEC.
The Audit Committee is responsible, on behalf of the Board, for ensuring that the organizational structure, policies, controls, and systems are in place to monitor and accurately report the company’s performance. The Committee monitors the integrity of the company’s financial statements, its financial reporting processes, its system of internal control over financial reporting, and the public release of financial information. In addition, the Committee oversees the company’s compliance and ethics and enterprise risk management programs. During 2019, the Committee held nine meetings to review these matters and conduct other business.
The Committee also is directly responsible for the appointment, compensation, retention, and oversight of the company’s independent registered public accounting firm and for reviewing that firm’s independence. For 2019, the Committee appointed PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm. The Committee’s appointment of PwC was ratified by shareholders at the company’s 2019 Annual Meeting of Shareholders.
In supervising the work of PwC on the 2019 audit, the Committee has received the written disclosures and letter from PwC concerning its independence as required by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB), and the Committee has discussed with PwC its independence. In addition, the Committee has reviewed, and discussed with PwC, among other matters: PwC’s report on its internal quality control procedures, including issues raised by governmental investigations of PwC in the preceding five years; the publicly available parts of the PCAOB’s report on its most recent inspection of PwC; regulatory developments during the year that impacted PwC’s audit work for the company or its communications with the Committee; and the other matters that PwC is required to communicate to the Committee under Auditing Standard No. 16, “Communication with Audit Committees,” as adopted by the PCAOB.
The Committee’s role relating to the financial statements is one of oversight. The company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Management reports to the Committee on financial, accounting, and operational developments that may impact the financial statements, and on issues relating to the company’s internal controls, among other matters. The Committee also oversees the work of PwC and the company’s internal audit staff. During 2019, the Committee discussed with PwC and the internal auditors the overall scope and plans for their respective audits. The Committee then met with PwC and the internal auditors at various times throughout the year, with and without management present, to discuss the results of their examinations, evaluations of the company’s internal controls, the overall quality of the company’s financial reporting, and the critical accounting matters addressed during PwC's audit.
Notwithstanding the Committee’s oversight efforts, and the work performed by the company’s internal audit staff, PwC alone is responsible for expressing its opinion on the conformity of the company’s consolidated year-end financial statements with accounting principles generally accepted in the United States of America and its assessment of the effectiveness of the company’s internal control over financial reporting.
In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the company’s audited consolidated financial statements for the year ended December 31, 2019. These discussions included assessments of the quality, not just the acceptability, of the accounting policies used by the company, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. In addition, the Committee has discussed with PwC its judgment as to the quality, not just the acceptability, of the company’s accounting policies.
Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in The Progressive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC.
The Committee has selected and retained PwC to serve as the independent registered public accounting firm for Progressive and its subsidiaries for 2020. Shareholders are being given the opportunity to vote on the ratification of this selection at the 2020 Annual Meeting of Shareholders.
The Committee operates under a written charter, the terms of which are reviewed annually by the Committee. The current charter, as approved by the Board, is posted on the company’s website at progressive.com/governance.
AUDIT COMMITTEE
Patrick H. Nettles, Ph.D.,
Chair
Stuart B. Burgdoerfer
Jeffrey D. Kelly
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Name and Address of
Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
1
|
|
Percent
of Class
|
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The Vanguard Group Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
47,814,893
2
|
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8.2
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%
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BlackRock, Inc. and subsidiaries
55 East 52nd Street
New York, NY 10055
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42,015,810
3
|
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7.2
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%
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Wellington Management Group LLP
280 Congress Street
Boston, MA 02210
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30,850,112
4
|
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5.3
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%
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1
|
The information contained in this table, including related footnotes, is based on the Schedule 13G/A filings made by the identified beneficial owners as of December 31, 2019.
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2
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The Vanguard Group Inc. has sole investment power over 46,811,524 shares, shared investment power over 1,003,369 shares, sole voting power over 881,644 shares, and shared voting power over 178,367 shares.
|
3
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BlackRock, Inc. and its subsidiaries have sole investment power over 42,015,810 shares, sole voting power over 35,806,089 shares, and does not have shared investment or voting power over any shares.
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4
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The Wellington Management Group LLP has shared investment power over 30,850,112 shares, shared voting power over 29,568,279 shares, and does not have sole investment or voting power over any shares. The securities held by the Wellington Management Group LLP, as parent holding company of certain holding companies and the Wellington Investment Advisers, are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP.
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Name
|
Total Common Shares Beneficially
Owned
1
|
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Percent of
Class
2
|
Units Equivalent to Common
Shares
3
|
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Total Interest in Common Shares
and Unit Equivalents
|
|
John A. Barbagallo
|
69,344
|
|
*
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14,687
|
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84,031
|
|
Philip F. Bleser
|
12,363
|
|
*
|
459
|
|
12,822
|
|
Stuart B. Burgdoerfer
|
38,383
|
|
*
|
—
|
|
38,383
|
|
Patrick K. Callahan
|
43,867
|
|
*
|
83,104
|
|
126,971
|
|
William M. Cody
|
89,721
|
|
*
|
69,078
|
|
158,799
|
|
Pamela J. Craig
|
4,673
|
|
*
|
—
|
|
4,673
|
|
Charles A. Davis
|
333,600
|
|
*
|
11,050
|
|
344,650
|
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Roger N. Farah
|
103,153
|
|
*
|
21,780
|
|
124,933
|
|
Lawton W. Fitt
|
95,822
|
|
*
|
14,914
|
|
110,736
|
|
Susan Patricia Griffith
|
521,081
|
|
*
|
116,614
|
|
637,695
|
|
Jeffrey D. Kelly
|
64,815
|
|
*
|
—
|
|
64,815
|
|
Patrick H. Nettles, Ph.D.
|
121,188
|
|
*
|
32,737
|
|
153,925
|
|
John P. Sauerland
|
450,820
|
|
*
|
65,767
|
|
516,587
|
|
Barbara R. Snyder
|
29,623
|
|
*
|
9,747
|
|
39,370
|
|
Jan E. Tighe
|
2,166
|
|
*
|
—
|
|
2,166
|
|
Kahina Van Dyke
|
6,073
|
|
*
|
—
|
|
6,073
|
|
All 24 Executive Officers and Directors as a Group
|
2,196,800
|
|
*
|
525,761
|
|
2,722,561
|
|
*
|
Less than 1% of Progressive’s outstanding common shares.
|
Name
|
Common Shares Subject to Restricted Stock Awards
a
|
|
Beneficially Owned Common Share Equivalent Units
b
|
|
Other Common Shares Beneficially Owned
c
|
|
John A. Barbagallo
|
—
|
|
—
|
|
69,344
|
|
Philip F. Bleser
|
3,814
|
|
8,549
|
|
—
|
|
Stuart B. Burgdoerfer
|
2,248
|
|
—
|
|
36,135
|
|
Patrick K. Callahan
|
—
|
|
—
|
|
43,867
|
|
William M. Cody
|
—
|
|
—
|
|
89,721
|
|
Pamela J. Craig
|
2,166
|
|
—
|
|
2,507
|
|
Charles A. Davis
|
3,950
|
|
10,768
|
|
318,882
|
|
Roger N. Farah
|
4,154
|
|
91,499
|
|
7,500
|
|
Lawton W. Fitt
|
6,401
|
|
80,032
|
|
9,389
|
|
Susan Patricia Griffith
|
—
|
|
—
|
|
521,081
|
|
Jeffrey D. Kelly
|
2,248
|
|
—
|
|
62,567
|
|
Patrick H. Nettles, Ph.D.
|
4,086
|
|
106,819
|
|
10,283
|
|
John P. Sauerland
|
—
|
|
—
|
|
450,820
|
|
Barbara R. Snyder
|
3,609
|
|
17,889
|
|
8,125
|
|
Jan E. Tighe
|
2,166
|
|
—
|
|
—
|
|
Kahina Van Dyke
|
3,609
|
|
—
|
|
2,464
|
|
All 24 Executive Officers and Directors as a Group
|
38,451
|
|
315,556
|
|
1,842,793
|
|
Key Performance Outcomes for 2019
|
|
|
Net premiums written growth
|
15
|
%
|
Policies in force growth
|
10
|
%
|
Combined ratio
|
90.9
|
|
Underwriting margin
|
9.1
|
%
|
Returns on average common shareholders' equity (attributable to Progressive):
|
|
|
Net income
|
31.3
|
%
|
Comprehensive income
|
35.0
|
%
|
Net income attributable to Progressive
|
$4.0 billion
|
|
Earnings per common share attributable to Progressive
|
$6.72
|
•
|
Time-based: 3.0x salary
|
•
|
Performance-based at target:
|
•
|
Time-based: 1.0x salary
|
•
|
Performance-based at target: 1.69x (on average) salary
|
•
|
Attract and retain outstanding executives with the leadership skills and expertise necessary to drive results, build an enduring business, and create long-term shareholder value;
|
•
|
Motivate executives to achieve our short- and long-term strategic goals;
|
•
|
Reward performance and differentiate compensation based on variations in responsibilities, performance, and the achievement of challenging goals; and
|
•
|
Align the interests of our executives with those of shareholders.
|
|
|
Element
|
Why We Use This Element
|
Fixed
|
Annual
|
Salary
|
Attract and retain executive talent and reward individual performance
|
Variable
|
Gainsharing cash incentive
|
Motivate executives to achieve challenging and objective operating goals in our insurance businesses
Measures the annual growth in policies in force and profitability in our insurance businesses
Provide executives with the potential to earn compensation above market median
|
|
Progressive Capital Management cash incentive
|
Motivate our Chief Investment Officer (CIO) to balance short- and long-term performance of our fixed-income portfolio with our investment goal of protecting our balance sheet
Measures the performance of our fixed-income portfolio over a one-year and a three-year period against the performance results of a benchmark group
Provide our CIO with the potential to earn compensation above market median
|
||
Long-Term
|
Performance-based Restricted Stock Units:
Growth in Market Share
|
Motivate executives to focus on longer-term operating performance of our insurance businesses
Rewards our profitable growth in market share of our insurance businesses over a three-year period
Align the interests of executives with those of shareholders by tying the value of compensation to the market value of our common shares
Provide executives with the potential to earn compensation above market median
|
|
Performance-based Restricted Stock Units:
Investment Results
|
Motivate our CEO, CFO, and CIO to achieve longer-term fixed-income portfolio investment performance
Measures the performance of our fixed-income portfolio over a three-year period against the performance results of a benchmark group
Align the interests of these executives with those of shareholders by tying the value of compensation to the market value of our common shares
Provide these executives with the potential to earn compensation above market median
|
||
Time-based Restricted Stock Units
|
Further align the interests of executives with those of shareholders by tying the value of compensation to the market value of our common shares
|
Name
|
2019
Salary
1
|
|
Change From
Prior Salary
|
|
Susan Patricia Griffith
|
$900,000
|
12.5
|
%
|
|
John P. Sauerland
|
625,000
|
|
4.2
|
|
Patrick K. Callahan
|
500,000
|
|
17.6
|
|
William M. Cody
|
510,000
|
|
4.1
|
|
John A. Barbagallo
|
505,000
|
|
3.1
|
|
1
|
Salary changes are typically implemented in January or February of each year, so the annual number listed in the table differs from the salary amounts shown in "Executive Compensation – Summary Compensation Table."
|
Paid
Salary
|
X
|
Target
Percentage
|
X
|
Gainshare (i.e.,
Performance)
Factor
|
=
|
Annual
Incentive Payment
|
Name
|
2019 Target
(Multiple of Salary)
|
|
2018 Target (Multiple of Salary)
|
|
Susan Patricia Griffith
1
|
2.50
|
x
|
1.50
|
x
|
John P. Sauerland
1
|
1.50
|
|
1.25
|
|
Patrick K. Callahan
1
|
1.50
|
|
1.00
|
|
William M. Cody
2
|
0.50
|
|
0.50
|
|
John A. Barbagallo
|
1.00
|
|
1.00
|
|
1
|
Changes are typically implemented in January or February of each year, so the number listed in the table differs from the factor used to calculated the amounts shown in "Executive Compensation – Summary Compensation Table" and "Executive Compensation – Grants of Plan-Based Awards."
|
2
|
Mr. Cody also earned a separate 0.75x target incentive payment relating to investment performance, as described below.
|
Business Unit
|
Combined Ratio 1 |
|
Increase in
Policies in Force (%) 2 |
|
|
Agency
|
88.8
|
|
11
|
%
|
|
Direct
|
92.3
|
|
13
|
|
|
Special lines
|
—
|
|
3
|
|
|
Commercial Lines
|
89.6
|
|
8
|
|
|
Property
|
101.7
|
|
14
|
|
|
1
|
Consistent with the presentation of the combined ratio of our Personal Lines segment in our public reports, the combined ratio results for our special lines business are not presented separately and, instead, are included in either the Agency or Direct results, depending on whether the underlying policy was written through agents/brokers or directly by us.
|
2
|
Based on average policies in force outstanding during the year and, for Agency and Direct, represents auto policies in force only.
|
Business Unit
|
Business
Unit Performance Score |
|
Weighting
Factor (%) |
|
Weighted
Performance Score |
|
Agency auto
|
2.00
|
|
38.6
|
%
|
.77
|
|
Direct auto
|
2.00
|
|
40.6
|
|
.81
|
|
Special lines
|
1.78
|
|
4.9
|
|
.09
|
|
Commercial Lines
|
2.00
|
|
11.8
|
|
.24
|
|
Property
|
0.00
|
|
4.1
|
|
.00
|
|
Gainshare Factor
|
|
|
|
|
1.91
|
|
Period
|
Score=0
Rank at or below the percentile
|
Score=1.0
Rank equal to the percentile
|
Score=2.0
Rank at or above the percentile
|
One year
|
15
th
|
50
th
|
85
th
|
Three year
|
25
th
|
50
th
|
75
th
|
Performance vs. Business Line Market
|
|
Determination of the Performance Score for the Business Line
|
If our growth for the business line exceeds the market growth rate by the maximum measure for that business line or more
|
|
Score will be 2.5x; this is the maximum possible score
|
If our growth rate for the business line exceeds the market growth rate by more than the target measure for that business line but less than the maximum measure for that business line
|
|
Score will be between 1.0x and 2.5x, in proportion to the extent to which each business line's growth rate exceeds the market's growth rate above the target rate
|
If our growth rate for the business line exceeds the market growth rate by less than the target measure for that business line
|
|
Score will be up to 1.0x of the target in proportion to the extent to which each business line's growth rate exceeds the market's growth rate
|
If the business line's growth rate is equal to or less than the market growth rate
|
|
The score for the business line will be 0
|
Business Line
|
Target Growth Rate Measure
|
Maximum Growth Rate Measure
|
Private passenger auto
|
Two percentage points
|
Three and a half percentage points
|
Commercial auto
|
Two percentage points
|
Three and a half percentage points
|
Homeowners multiple-peril
|
Seven percentage points
|
Ten percentage points
|
|
Time-Based
Award Value
(Multiple of Salary)
|
|
Performance-Based
Award Target
Value
(Multiple of Salary)
1
|
|||||||
Name
|
2019
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Susan Patricia Griffith
|
3.00
|
x
|
3.00
|
x
|
|
7.00
|
x
|
2
|
7.00
|
x
|
John P. Sauerland
|
1.00
|
|
1.00
|
|
|
2.50
|
|
2
|
2.50
|
|
Patrick K. Callahan
|
1.00
|
|
1.00
|
|
|
1.75
|
|
|
1.20
|
|
William M. Cody
|
1.00
|
|
1.00
|
|
|
1.25
|
|
2
|
1.25
|
|
John A. Barbagallo
|
1.00
|
|
1.00
|
|
|
1.25
|
|
|
1.20
|
|
1
|
Pursuant to performance-based awards, between 0.0-2.5x (0.0-2.0x for investment-based awards) of the number of units awarded can vest. See discussion above.
|
2
|
For the following executives, investment-based awards represented the indicated percentage of her or his total performance-based award for the year: Mrs. Griffith, 14%; Mr. Sauerland, 8%; and Mr. Cody, 60%.
|
•
|
vests with respect to 50% of his or her time-based restricted stock unit awards outstanding at the time he or she becomes eligible for a qualified retirement (for NEOs, 2019 and earlier awards);
|
•
|
generally vests, with respect to 2019 and earlier grants of time-based awards, 50% shortly after the grant of the award (the remaining 50% vests only if the NEO remains with the company for the required time period); and
|
•
|
retains rights to 50% (and in some cases 100%) of his or her outstanding performance-based awards, which remain at risk and will vest (if at all) only to the extent that the applicable
|
•
|
Proxy statement data for 13 publicly held insurance companies;
|
•
|
Survey data published by Willis Towers Watson and Aon Hewitt of companies with revenue around $32 billion; and
|
•
|
Proxy statement data for 36 public companies within close proximity to Progressive on the Fortune 500 list.
|
COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Progressive filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Progressive specifically incorporates this Report by reference therein.
The Compensation Committee of the Board of Directors of The Progressive Corporation (“Progressive”) has reviewed and discussed with Progressive’s management the Compensation Discussion and Analysis set forth above. Based on the review and discussions noted above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Progressive’s Proxy Statement for 2020, and incorporated by reference into Progressive’s Annual Report on Form 10-K for the year ended December 31, 2019.
COMPENSATION COMMITTEE
Roger N. Farah,
Chair
Philip Bleser
Pamela J. Craig
Barbara R. Snyder
|
Name and Principal Position
|
Year
|
Salary
($)
|
|
Stock Awards
1
($)
|
|
Non-Equity
Incentive Plan
Compensation
2
($)
|
|
All Other
Compensation
3
($)
|
|
Total
($)
|
|
|||||
Susan Patricia Griffith
|
2019
|
$
|
888,461
|
|
$
|
9,000,104
|
|
$
|
4,047,253
|
|
$
|
105,454
|
|
$
|
14,041,272
|
|
President and Chief Executive Officer
|
2018
|
791,346
|
|
11,000,133
|
|
2,267,207
|
|
114,239
|
|
14,172,925
|
|
|||||
2017
|
721,154
|
|
6,525,051
|
|
1,936,298
|
|
91,936
|
|
9,274,439
|
|
||||||
John P. Sauerland
|
2019
|
622,115
|
|
2,187,622
|
|
1,746,713
|
|
12,000
|
|
4,568,450
|
|
|||||
Vice President and Chief Financial Officer
|
2018
|
597,115
|
|
5,100,092
|
|
1,425,613
|
|
12,000
|
|
7,134,820
|
|
|||||
2017
|
571,154
|
|
1,840,065
|
|
1,277,957
|
|
12,000
|
|
3,701,176
|
|
||||||
Patrick K. Callahan
|
2019
|
491,346
|
|
1,375,087
|
|
1,351,399
|
|
12,000
|
|
3,229,832
|
|
|||||
Personal Lines President
|
2018
|
418,654
|
|
935,031
|
|
799,629
|
|
12,000
|
|
2,165,314
|
|
|||||
2017
|
364,615
|
|
777,050
|
|
652,661
|
|
12,350
|
|
1,806,676
|
|
||||||
William M. Cody
|
2019
|
507,692
|
|
1,147,545
|
|
1,044,577
|
|
18,989
|
|
2,718,803
|
|
|||||
Chief Investment Officer
|
2018
|
488,846
|
|
1,102,590
|
|
1,200,118
|
|
12,000
|
|
2,803,554
|
|
|||||
2017
|
477,692
|
|
1,080,068
|
|
1,144,073
|
|
12,000
|
|
2,713,833
|
|
||||||
John A. Barbagallo
|
2019
|
503,269
|
|
1,136,325
|
|
961,244
|
|
12,000
|
|
2,612,838
|
|
|||||
Commercial Lines President
|
2018
|
488,269
|
|
1,078,081
|
|
932,595
|
|
12,000
|
|
2,510,945
|
|
|||||
2017
|
473,462
|
|
1,045,076
|
|
847,496
|
|
12,000
|
|
2,378,034
|
|
Name
|
Grant
Year
|
Grant Date Fair
Value (Maximum
Performance)
|
|
|
Susan Patricia Griffith
|
2019
|
$
|
15,300,126
|
|
|
2018
|
13,600,189
|
|
|
|
2017
|
10,512,583
|
|
|
John P. Sauerland
|
2019
|
3,843,875
|
|
|
|
2018
|
3,690,058
|
|
|
|
2017
|
3,105,085
|
|
|
Patrick K. Callahan
|
2019
|
2,187,622
|
|
|
|
2018
|
1,275,014
|
|
|
|
2017
|
1,017,566
|
|
|
William M. Cody
|
2019
|
1,402,555
|
|
|
|
2018
|
1,347,586
|
|
|
|
2017
|
1,320,101
|
|
|
John A. Barbagallo
|
2019
|
1,578,148
|
|
|
|
2018
|
1,470,069
|
|
|
|
2017
|
1,425,095
|
|
Name
|
401(k) Employer
Contributions
a
|
|
|
Perquisites
b
|
|
|
Other
c
|
|
||
Susan Patricia Griffith
|
$12,000
|
|
$
|
93,454
|
|
|
—
|
|
||
John P. Sauerland
|
12,000
|
|
|
—
|
|
|
—
|
|
||
Patrick K. Callahan
|
12,000
|
|
|
—
|
|
|
—
|
|
||
William M. Cody
|
8,989
|
|
|
—
|
|
|
$
|
10,000
|
|
|
John A. Barbagallo
|
12,000
|
|
|
—
|
|
|
—
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
1
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
Grant Date
Fair Value
of Equity
Awards
2
|
|
||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
||
Susan Patricia Griffith
|
NA
|
0
|
|
$2,118,981
|
$4,237,962
|
|
|
|
|
|
|
|
||||||
3/14/2019
|
|
|
|
|
|
37,058
|
|
3
|
|
|
$2,700,046
|
|||||||
|
3/14/2019
|
|
|
|
0
|
|
4
|
86,468
|
|
4
|
209,994
|
|
4
|
6,300,058
|
|
|||
John P. Sauerland
|
NA
|
0
|
|
914,510
|
|
1,829,020
|
|
|
|
|
|
|
|
|
||||
|
3/14/2019
|
|
|
|
|
|
8,579
|
|
3
|
|
|
625,066
|
|
|||||
|
3/14/2019
|
|
|
|
0
|
|
4
|
21,446
|
|
4
|
52,757
|
|
4
|
1,562,556
|
|
|||
Patrick K. Callahan
|
NA
|
0
|
|
707,539
|
|
1,415,078
|
|
|
|
|
|
|
|
|
||||
|
3/14/2019
|
|
|
|
|
|
6,863
|
|
3
|
|
|
500,038
|
|
|||||
|
3/14/2019
|
|
|
|
0
|
|
4
|
12,010
|
|
4
|
30,025
|
|
4
|
875,049
|
|
|||
William M. Cody
|
NA
|
0
|
|
634,615
|
|
1,269,230
|
|
|
|
|
|
|
|
|
||||
|
3/14/2019
|
|
|
|
|
|
7,000
|
|
3
|
|
|
510,020
|
|
|||||
|
3/14/2019
|
|
|
|
0
|
|
4
|
8,750
|
|
4
|
19,250
|
|
4
|
637,525
|
|
|||
John A. Barbagallo
|
NA
|
0
|
|
503,269
|
|
1,006,538
|
|
|
|
|
|
|
|
|
||||
|
3/14/2019
|
|
|
|
|
|
6,932
|
|
3
|
|
|
505,066
|
|
|||||
|
3/14/2019
|
|
|
|
0
|
|
4
|
8,664
|
|
4
|
21,660
|
|
4
|
631,259
|
|
1
|
The amount of non-equity incentive plan compensation earned by the NEOs with respect to 2019 is included in the “– Summary Compensation Table.” Further description of both the non-equity and equity incentive plan awards is provided in “Compensation Discussion and Analysis” and in the "
–
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" below.
|
2
|
Awards were granted under the 2015 Equity Incentive Plan (the "2015 Plan") and are valued at the closing price of our common shares on the date of grant, which was $72.86 for March 14, 2019. The target amount of performance-based restricted stock unit awards granted is used to determine grant date fair value.
|
3
|
Represents the number of shares covered by time-based restricted stock unit awards.
|
4
|
Represents the number of shares covered by performance-based restricted stock unit awards. Except as otherwise noted in this footnote 4, these awards measure growth of our vehicle insurance businesses and homeowners business against each respective market's growth and will vest from 0-250% of the target award, only if and when pre-established performance goals are attained.
|
|
Restricted Stock Awards
|
||||
|
Number of Shares
Acquired on
Vesting
1
|
|
Value Realized
on Vesting
|
|
|
Name
|
(#)
|
|
($)
|
|
|
Susan Patricia Griffith
|
370,349
|
|
$
|
28,751,478
|
|
John P. Sauerland
|
130,646
|
|
10,085,847
|
|
|
Patrick K. Callahan
|
35,132
|
|
2,658,334
|
|
|
William M. Cody
|
52,224
|
|
3,826,083
|
|
|
John A. Barbagallo
|
55,853
|
|
4,327,026
|
|
|
|
Vesting Date
|
1/1/2019
|
|
2/19/2019
|
|
5/1/2019
|
|
7/1/2019
|
|
7/17/2019
|
|
10/1/2019
|
|
||||||
|
|
Value at Vesting
|
$
|
59.26
|
|
$
|
71.61
|
|
$
|
77.69
|
|
$
|
80.94
|
|
$
|
81.04
|
|
$
|
76.79
|
|
|
|
Type
|
TB
|
|
PB
|
|
TB
|
|
TB
|
|
PB
|
|
TB
|
|
||||||
Name
|
|
Performance Factor
|
NA
|
|
2.00
|
|
NA
|
|
NA
|
|
2.50
|
|
NA
|
|
||||||
Susan Patricia Griffith
|
|
|
30,886
|
|
22,710
|
|
—
|
|
—
|
|
228,575
|
|
88,178
|
|
||||||
John P. Sauerland
|
|
|
19,933
|
|
6,884
|
|
—
|
|
26,178
|
|
77,651
|
|
—
|
|
||||||
Patrick K. Callahan
|
|
|
8,666
|
|
—
|
|
—
|
|
—
|
|
26,466
|
|
—
|
|
||||||
William M. Cody
|
|
|
8,655
|
|
21,828
|
|
3,505
|
|
—
|
|
18,236
|
|
—
|
|
||||||
John A. Barbagallo
|
|
|
8,616
|
|
—
|
|
3,471
|
|
—
|
|
43,766
|
|
—
|
|
|
Stock or Unit Awards
1
|
|||||
Name
|
Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)
|
|
|
Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)
|
|
|
Susan Patricia Griffith
|
134,740
|
|
2
|
$
|
9,753,837
|
|
|
706,152
|
|
3
|
51,118,372
|
|
|
John P. Sauerland
|
72,689
|
|
2
|
5,261,923
|
|
|
|
195,684
|
|
3
|
14,165,599
|
|
|
Patrick K. Callahan
|
34,230
|
|
2
|
2,477,927
|
|
|
|
78,589
|
|
3
|
5,689,053
|
|
|
William M. Cody
|
21,903
|
|
2
|
1,585,525
|
|
|
|
71,726
|
|
3
|
5,192,216
|
|
|
John A. Barbagallo
|
21,802
|
|
2
|
1,578,282
|
|
|
|
84,261
|
|
3
|
6,099,647
|
|
1
|
Amounts include restricted stock unit awards and related dividend equivalents, which are rounded to a whole unit.
|
2
|
Represents time-based restricted stock unit awards. Following are the applicable vesting dates for those awards:
|
Name
|
1/1/20
|
|
1/1/21
|
|
1/1/22
|
|
1/1/23
|
|
1/1/24
|
|
Susan Patricia Griffith
|
21,669
|
|
40,404
|
|
38,025
|
|
28,442
|
|
6,200
|
|
John P. Sauerland
|
8,920
|
|
22,586
|
|
21,141
|
|
18,607
|
|
1,435
|
|
Patrick K. Callahan
|
10,103
|
|
9,189
|
|
7,951
|
|
4,691
|
|
2,296
|
|
William M. Cody
|
7,584
|
|
5,930
|
|
4,666
|
|
2,552
|
|
1,171
|
|
John A. Barbagallo
|
7,561
|
|
5,908
|
|
4,633
|
|
2,540
|
|
1,160
|
|
3
|
The following table presents, as of December 31, 2019, the number of unvested performance-based restricted stock units, including reinvested dividend units, for each of the NEOs, by year of grant. The number of units shown reflects either the target amount of units, or the maximum number of units for each individual award that comprises the total that can vest, depending on the company’s expectations, as described in the applicable note below.
|
Name
|
2017
|
|
2018
|
|
2019
|
|
Susan Patricia Griffith
|
277,905
|
|
229,837
|
|
198,410
|
|
John P. Sauerland
|
82,084
|
|
62,360
|
|
51,240
|
|
Patrick K. Callahan
|
26,900
|
|
21,547
|
|
30,142
|
|
William M. Cody
|
34,897
|
|
22,774
|
|
14,055
|
|
John A. Barbagallo
|
37,673
|
|
24,844
|
|
21,744
|
|
Type
|
Measurement Period
|
Vesting Range
|
CR
|
|
Growth Rate Over Base
|
Reported Value
|
Expiration Date
|
Performance versus Market
a
|
|
|
|
|
|
|
|
2017
|
1/1/17-12/31/19
|
0-250%
|
96
|
|
0-3.5%
|
Max
|
1/31/2022
|
2018
|
1/1/18-12/31/20
|
0-250%
|
96
|
|
varies
|
Max
|
1/31/2023
|
2019
|
1/1/19-12/31/21
|
0-250%
|
96
|
|
varies
|
Max
|
1/31/2024
|
Investment
b
|
|
|
|
|
|
|
|
2017
c
|
1/1/17-12/31/19
|
0-200%
|
NA
|
|
NA
|
Max
|
3/15/2020
|
2018
|
1/1/18-12/31/20
|
0-200%
|
NA
|
|
NA
|
Max
|
3/15/2021
|
2019
|
1/1/19-12/31/21
|
0-200%
|
NA
|
|
NA
|
Target
|
3/15/2022
|
|
Executive
Contributions in
Last Fiscal Year
1
|
|
Registrant
Contributions in
Last Fiscal Year
2
|
|
Aggregate
Earnings (Losses) in
Last Fiscal Year
|
|
Aggregate
Withdrawals/
Distributions
3
|
|
Aggregate
Balance at
Last Fiscal
Year End
4
|
|
||||
Name
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
||||
Susan Patricia Griffith
|
—
|
|
—
|
|
$
|
191,279
|
|
—
|
|
$
|
926,209
|
|
||
John P. Sauerland
|
—
|
|
—
|
|
139,660
|
|
$
|
115,767
|
|
631,394
|
|
|||
Patrick K. Callahan
|
$
|
1,590,309
|
|
—
|
|
638,490
|
|
—
|
|
5,325,667
|
|
|||
William M. Cody
|
—
|
|
—
|
|
2,146,640
|
|
196,478
|
|
10,491,826
|
|
||||
John A. Barbagallo
|
839,335
|
|
—
|
|
620,220
|
|
—
|
|
3,992,240
|
|
1
|
Amounts contributed in the last fiscal year are not included in the 2019 information in the "– Summary Compensation Table" above since these contributions resulted from either non-equity incentive compensation earned with respect to 2018 and paid in 2019 or equity vestings granted in 2014 and 2016.
|
2
|
Progressive makes no supplemental contributions to the EDCP in the year of deferral or in subsequent years.
|
3
|
Represents scheduled distributions based on the applicable executive’s elections made in prior years.
|
|
Is the Executive Eligible to Receive
1
:
|
||||
|
|
Under Equity Plan
|
|
||
If This Triggering Event Occurs:
|
Severance
Benefits?
|
Change in
Control
Benefits
2
?
|
Qualified
Retirement
Benefits?
|
Other
Termination
Provisions?
|
Payments
under
EDCP
3
?
|
Involuntary termination (without cause)
|
ü
|
—
|
—
|
—
|
ü
|
Voluntary separation (including nonqualified retirement)
|
—
|
—
|
—
|
ü
|
ü
|
Retirement – qualified (as defined in the plan)
4
|
—
|
—
|
ü
|
—
|
ü
|
Termination for cause
|
—
|
—
|
—
|
—
|
ü
|
Change in control, no loss of employment
|
—
|
ü
|
—
|
—
|
ü
|
Change in control and involuntary termination (without cause) or resignation due to a significant job change
|
ü
|
ü
|
—
|
—
|
ü
|
Death
|
—
|
—
|
ü
|
ü
|
ü
|
1
|
This table is intended as a general summary only. This table excludes amounts attributable to any accrued but unpaid base salary, sick leave, and/or earned time benefit, if applicable. An executive’s eligibility to receive any of the benefits outlined in this table may be subject to certain criteria, conditions, or other requirements as set forth in the applicable plan documents or related agreements. See below for additional discussions.
|
2
|
Depending on the type of the award and nature of the change-in-control event, these awards either vest immediately upon occurrence of the change-in-control event or will vest only if, within 24 months after the change-in-control event takes place, the award recipient is terminated or leaves the company’s employ for “good reason." The 2015 Plan has a double trigger provision. See “– Change-in-Control Provisions Under Equity Plan” for additional information.
|
3
|
An executive will be entitled to receive payments under the EDCP only if he or she elected to participate in the plan and deferred eligible compensation during the course of his or her employment. See “– Nonqualified Deferred Compensation” for additional information.
|
4
|
Under our outstanding equity awards, as discussed below, a “qualified retirement” excludes any termination of employment for cause (as defined in the plans). However, the same event can be treated as a “qualified retirement” under our equity plan and an involuntary termination without cause under our severance plan.
|
•
|
his or her employment terminates for reasons other than resignation (including retirement), death, disability, leave of absence, or discharge
|
•
|
the employee signs a termination and release agreement as required by the plan.
|
•
|
the NEO's employment is terminated for reasons other than resignation (including retirement), death, disability, leave of absence, or discharge for cause (as defined in the plan); or
|
•
|
the NEO resigns due to a job change for "good reason."
|
Name
|
Amount of
Severance
Payment ($)
|
|
|
Estimated Value of Health Benefits ($)
|
|
Susan Patricia Griffith
|
$2,700,000
|
|
$22,266
|
||
John P. Sauerland
|
1,875,000
|
|
|
29,686
|
|
Patrick K. Callahan
|
1,500,000
|
|
|
22,040
|
|
William M. Cody
|
1,530,000
|
|
|
21,044
|
|
John A. Barbagallo
|
1,515,000
|
|
|
22,040
|
|
Name
|
Payments on Unvested Restricted Stock Unit Awards/Total
1
($)
|
|
Susan Patricia Griffith
|
$31,213,049
|
|
John P. Sauerland
|
11,076,376
|
|
Patrick K. Callahan
|
4,753,548
|
|
William M. Cody
|
4,119,035
|
|
John A. Barbagallo
|
4,018,141
|
|
•
|
50% of each unvested time-based award vests when the individual first satisfies the eligibility requirements for a qualified retirement and, thereafter, promptly after the grant of each new time-based award to the participant. The remaining half of each award would then vest only when the time-based vesting provisions set forth in the applicable award agreement are satisfied, and no portion of the award vests upon the participant’s retirement.
|
•
|
50% of each unvested performance-based award will be retained by the qualifying retiree (except as noted below for certain executive officers including many of the NEOs) when he or she leaves the company for any reason other than termination for cause, subject to the disqualifying activity provisions discussed below. These awards will remain subject to the award agreements and will vest, if at all, only upon the satisfaction of the applicable performance criteria prior to the expiration date. In addition to these qualified retirement provisions, see “
–
Other Termination Provisions Under Equity Plan” below.
|
•
|
directly or indirectly being an owner, officer, employee, adviser, or consultant to one of our competitors;
|
•
|
disclosure to third parties or misuse of any confidential information or trade secrets;
|
•
|
any material violation of Progressive’s Code of Business Conduct and Ethics or any agreement between Progressive and the individual; or
|
•
|
failing in any material respect to perform the individual’s assigned responsibilities.
|
|
Value of Qualified Retirement Benefits
1,2
(As of 12/31/2019)
|
||||
|
Time-Based
Equity Awards
|
Performance-Based Equity Awards
3
|
|||
Name
4
|
Minimum
|
|
Maximum
5
|
|
|
Susan Patricia Griffith
|
NA
|
—
|
|
$52,016,089
|
|
John P. Sauerland
|
NA
|
—
|
|
14,290,304
|
|
William M. Cody
6
|
NA
|
—
|
|
5,573,744
|
|
John A. Barbagallo
|
NA
|
—
|
|
6,099,647
|
|
1
|
"Qualified Retirement" includes any termination of employment for any reason, including death, but excluding termination for cause.
|
2
|
Includes reinvested dividend equivalent units, which will vest and be paid out at the time of vesting in the same proportion that the underlying awards vest.
|
3
|
Value depends on whether, and the extent to which, the company achieves the applicable performance goals established at the time each award was made, within the time periods permitted by the award. See the “– Outstanding Equity Awards at Fiscal Year-End” table for more information.
|
4
|
Mr. Callahan will not become retirement-eligible until 2025. In the event his employment terminates as a result of his death prior to becoming retirement-eligible, his unvested time-based awards will vest within 30 days to the extent they would have vested had he remained employed with us for another year and his performance-based awards will remain outstanding for the one-year period following his date of death. At December 31, 2019, the value of benefits under these provisions was expected to be $731,341 for time-based equity awards (see Note 2) and $1,947,277 for performance-based equity awards (see Notes 2, 3, and 5).
|
5
|
Assumes all outstanding awards vest in full.
|
6
|
Mr. Cody retired in January 2020.
|
•
|
Base pay that is competitive with the range of pay for jobs with similar duties and responsibilities at other companies, and
|
•
|
An annual cash incentive payment, which we refer to as Gainsharing, that is available to all permanent employees. Our Gainsharing program promotes a common culture and rewards employees when annual business goals and objectives are achieved. The payout can range from 0.0 to 2.0x the target, which is a stated percentage of base pay. Per the Gainsharing Plan, the target percentage is typically:
|
•
|
0 - 8% for administrative support and entry level professionals;
|
•
|
8 - 20% for senior professionals and managers; and
|
•
|
20 -150% for senior managers and senior executives.
|
Name
|
Fees Earned or Paid in Cash
1
($)
|
|
Stock
Awards
2
($)
|
|
Total ($)
|
|
|||
Philip Bleser
|
—
|
|
$
|
280,062
|
|
$
|
280,062
|
|
|
Stuart B. Burgdoerfer
|
$
|
110,000
|
|
165,071
|
|
275,071
|
|
||
Pamela J. Craig
|
106,000
|
|
159,049
|
|
265,049
|
|
|||
Charles A. Davis
|
—
|
|
290,049
|
|
290,049
|
|
|||
Roger N. Farah
|
—
|
|
305,028
|
|
305,028
|
|
|||
Lawton W. Fitt
|
—
|
|
470,025
|
|
470,025
|
|
|||
Jeffrey D. Kelly
|
110,000
|
|
165,071
|
|
275,071
|
|
|||
Patrick H. Nettles, Ph.D.
|
—
|
|
300,035
|
|
300,035
|
|
|||
Barbara R. Snyder
|
—
|
|
265,009
|
|
265,009
|
|
|||
Jan E. Tighe
|
106,000
|
|
159,049
|
|
265,049
|
|
|||
Kahina Van Dyke
|
—
|
|
265,009
|
|
265,009
|
|
1
|
The cash fees will be earned and payment will be made on April 10, 2020, if the individual continues as a director until that date.
|
2
|
Represents grant date fair value of restricted share awards. Awards were made on May 10, 2019, and valued based on that day’s closing price of $73.43. All awards will vest on April 10, 2020, if the individual remains as a director until that date. The 2019 awards are the only outstanding restricted stock awards held by directors. See "Security Ownership of Certain Beneficial Owners and Management – Security Ownership of Directors and Executive Officers" for the number of shares awarded.
|
Chairperson of the Board
|
$450,000
|
|
Audit Committee Chair
|
300,000
|
|
Audit Committee Member
|
275,000
|
|
Compensation Committee Chair
|
290,000
|
|
Compensation Committee Member
|
265,000
|
|
Investment and Capital Committee Chair
|
290,000
|
|
Investment and Capital Committee Member
|
265,000
|
|
New Director without a committee assignment
|
265,000
|
|
Nominating and Governance Committee Chair
1
|
20,000
|
|
Nominating and Governance Committee Member
1
|
15,000
|
|
The Board of Directors recommends that you vote FOR this proposal.
|
The Board of Directors recommends that you vote FOR this proposal.
|
•
|
Services associated with SEC registration statements, periodic reports, and other documents filed with the SEC, such as research and advice regarding the accounting or disclosure treatment of certain transactions;
|
•
|
Consultations with the company’s management as to the accounting or disclosure treatment of
|
•
|
Expanded audit procedures related to accounting records required to respond to or comply with financial, accounting, or regulatory reporting matters;
|
•
|
Assistance in connection with financial or market conduct reviews conducted by state insurance regulatory authorities; and
|
•
|
Advice regarding tax and accounting treatment related to executive and employee stock or other compensation plans.
|
Fees
|
2019
|
|
2018
|
|
||
Audit
|
$
|
4,133,878
|
|
$
|
3,705,248
|
|
Audit-related
|
0
|
|
330,000
|
|
||
Tax
|
40,702
|
|
0
|
|
||
Total
|
$
|
4,174,580
|
|
$
|
4,035,248
|
|
•
|
calling toll-free: 1-866-540-7095;
|
•
|
writing to: The Progressive Corporation, Investor Relations, 6300 Wilson Mills Road, Box W33, Mayfield Village, OH 44143; or
|
•
|
emailing: investor_relations@progressive.com.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
American Axle & Manufacturing Holdings, Inc. | AXL |
Aon Plc | AON |
Marsh & McLennan Companies, Inc. | MMC |
Suppliers
Supplier name | Ticker |
---|---|
Tesla, Inc. | TSLA |
Toyota Motor Corporation | TM |
Canaan Inc. | CAN |
General Motors Company | GM |
PACCAR Inc | PCAR |
Honda Motor Co., Ltd. | HMC |
General Motors Company | GM |
PACCAR Inc | PCAR |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|