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
Director since 2017 with relevant financial services and risk management experience; no overboarding, attendance above 75%, and PGR's 3-year TSR of +62.3% trails the XLF benchmark by only 1.5 percentage points, far below the 80-point threshold needed to trigger an against vote.
Director since 2009 with strong accounting and finance credentials (former CFO, CPA background); no overboarding, attendance above 75%, and the TSR gap of 1.5pp is well below the 80pp trigger threshold.
Director since 2018 with extensive finance and technology experience as former CFO of Accenture; holds seats at Merck and Corning (2 outside boards, within limits), attendance above 75%, and TSR gap does not trigger a concern.
Director since 1996 with deep insurance and investment expertise as CEO of Stone Point Capital; holds seats at AXIS Capital and Beta Technologies (2 outside boards, within limits), attendance above 75%, and TSR gap is far below the trigger threshold.
Director since 2008 with extensive retail and governance experience; holds one outside public board seat at CVS Health, attendance above 75%, and TSR gap does not approach the trigger threshold.
Board Chairperson since 2018 with strong financial and governance credentials; holds seats at Ciena and The Carlyle Group (2 outside boards, within limits), attendance above 75%, and TSR gap is well below the trigger threshold.
CEO and director since 2016 who has led exceptional company performance including 5-year TSR of +144.9%; holds one outside board seat at FedEx, attendance above 75%, and the TSR trigger does not apply given the minimal gap to the XLF benchmark.
Director since 2020 with relevant marketing, media, and technology experience; holds no other public company board seats, attendance above 75%, and TSR gap is far below the trigger threshold.
Director since 2012 (with prior service 2000–2009) with deep insurance, reinsurance, and finance expertise; holds no other public board seats, attendance above 75%, and TSR gap does not trigger a concern.
Director since 2014 with leadership and risk management experience; holds one outside board seat at KeyCorp, attendance above 75%, and TSR gap of 1.5pp is far below the 80pp ETF-fallback trigger threshold.
Director since 2018 with relevant fintech, digital banking, and technology expertise; holds no other public company board seats, attendance above 75%, and TSR gap does not trigger a concern.
All 11 director nominees receive a FOR vote. Progressive's 3-year total shareholder return of +62.3% trails the XLF financial sector ETF (the fallback benchmark, as no named compensation peer group TSR data was available) by only 1.5 percentage points — far below the 80-percentage-point underperformance threshold required to trigger an against vote for a company with strong positive absolute returns. No director is overboarded, all met the 75% attendance requirement, no non-independent directors sit on audit or compensation committees, and the board discloses a clear skills matrix.
Say on Pay
✓ FORCEO
Susan Patricia Griffith
Total Comp
$17,705,924
Prior Support
94%%
CEO Susan Griffith's total reported compensation of approximately $17.7 million is heavily weighted toward performance-based pay — at-risk equity and cash incentives represent 93% of target compensation and 97% of maximum potential compensation — which is well above the 50–60% variable pay threshold required by policy. The company's 3-year total shareholder return of +62.3% is roughly in line with the XLF financial sector benchmark (+63.8%), confirming that incentive pay above benchmark levels (driven by a near-maximum 1.99 Gainshare payout and above-target equity vesting) was earned through genuine outperformance of insurance industry profitability and growth metrics. The prior say-on-pay vote received 94% support, well above the 70% threshold, and the base salary of $1.1 million remains meaningfully below the $1.51 million market median, demonstrating the company's commitment to keeping fixed pay conservative while rewarding performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a company of Progressive's size and complexity (~$121B market cap); the proxy filing does not break out specific audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated and the policy default of FOR applies; auditor tenure is not disclosed in the available filing text so the tenure trigger cannot be confirmed, and the policy instructs a FOR vote when tenure data is unavailable; no material financial restatements were identified.
Overall Assessment
Progressive's 2026 annual meeting presents a clean ballot with no significant governance concerns: all 11 director nominees receive FOR votes as the company's strong positive 3-year TSR of +62.3% does not come close to triggering the underperformance threshold, and the executive compensation program earns a FOR vote given its exemplary pay-for-performance structure with 93% of CEO target compensation at risk and 94% prior-year shareholder support. The auditor ratification also receives a FOR vote, with PwC confirmed as an appropriate Big 4 firm for a company of this size, though specific fee data was not available in the provided filing text to complete the non-audit fee ratio test.