PROGRESSIVE CORP (PGR)
Sector: Financials
2026 Annual Meeting Analysis
PROGRESSIVE CORP · Meeting: May 8, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attended all meetings per proxy disclosure, relevant financial services expertise, and PGR's 3-year TSR gap versus the compensation peer group (-28pp) is well below the 65pp threshold required to trigger a vote against for strong-positive TSR companies.
No overboarding (holds one outside public board seat at Arhaus), strong financial/CFO background, met attendance requirements, and the TSR underperformance trigger does not apply given the -28pp gap falls far short of the 65pp threshold.
Holds two outside public board seats (Merck, Corning), which is within limits; strong CFO-level financial expertise; met attendance requirements; and TSR underperformance trigger does not apply.
Holds two outside public board seats (AXIS Capital, Beta Technologies), within permissible limits; deep insurance and investment expertise; met attendance requirements; and the TSR underperformance trigger does not apply.
His Executive Chair role at CVS ended in January 2026, so he is no longer an active CEO; holds one outside public board seat (CVS); met attendance requirements; and the TSR underperformance trigger does not apply.
Holds two outside public board seats (Ciena, Carlyle Group), within limits; serves as independent Board Chairperson with extensive governance and financial expertise; met attendance requirements; and TSR underperformance trigger does not apply.
As sitting CEO, she holds one outside public board seat (FedEx), which is within the two-seat limit for sitting CEOs; the TSR underperformance trigger does not apply given the -28pp peer gap versus the 65pp threshold; and her tenure as CEO is directly associated with strong long-term operational performance.
No current outside public board seats; relevant digital, media, and marketing expertise; met attendance requirements; and the TSR underperformance trigger does not apply.
No current outside public board seats; deep reinsurance, banking, and financial expertise qualifying him as an audit committee financial expert; met attendance requirements; and the TSR underperformance trigger does not apply.
Holds one outside public board seat (KeyCorp); brings leadership and higher-education regulatory expertise; met attendance requirements; and the TSR underperformance trigger does not apply.
No current outside public board seats; strong international fintech and digital banking expertise; met attendance requirements; and the TSR underperformance trigger does not apply.
All 11 nominees pass the policy screens: PGR's 3-year TSR of +48% versus the compensation peer group median of +76% represents a -28pp gap, well below the 65pp underperformance threshold that applies when absolute 3-year TSR is above +20%; no director is overboarded; all directors met the 75% attendance requirement; the board discloses a skills matrix; and audit committee members all hold demonstrated financial expertise. The 5-year TSR check further supports the board — PGR's 5-year TSR of +126% outperforms the peer group median of +50.1% by +75.9pp, confirming strong long-term stewardship. All 11 nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Susan Patricia Griffith
Total Comp
$17,705,924
Prior Support
94%%
Progressive's CEO total compensation of approximately $17.7 million is heavily performance-based: at-risk pay (performance stock awards and cash incentive) represented 97% of maximum potential compensation, with base salary of $1.1 million held well below the market median of approximately $1.51 million. Pay-for-performance alignment is strong — the annual cash incentive (Gainshare) paid out at 199% of target based on objective insurance growth and profitability metrics, and the company's 5-year total shareholder return outpaced both the S&P 500 (by 1.6x) and the compensation peer group (by 1.2x). The prior year Say on Pay received 94% shareholder support, a robust clawback policy covering restatements and reputational harm is in place, and no policy flags were triggered.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm fully appropriate for a company of Progressive's size and complexity (market cap ~$114B). The proxy references PwC's appointment and the Audit Committee's oversight process, but specific fee dollar amounts and auditor tenure were not determinable from the provided filing text; per policy, the tenure trigger requires confirmed data to fire, so no negative trigger applies. No material restatements were disclosed, and the Audit Committee conducted active oversight including nine meetings in 2025.
Overall Assessment
Progressive's 2026 annual meeting presents a straightforward ballot with no contested votes: all 11 director nominees pass the overboarding, attendance, qualifications, and TSR underperformance screens, with the company's strong 5-year total shareholder return providing additional support for the incumbent board. The executive compensation program reflects a genuinely pay-for-performance structure with below-median base salary, 97% at-risk pay for the CEO, objective insurance and investment performance metrics, and a 94% prior-year shareholder approval rate.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing