Barbara R. Snyder
PROGRESSIVE CORP/OH/About Barbara R. Snyder
Barbara R. Snyder (age 69) has served on The Progressive Corporation board since 2014. She is President of the Association of American Universities (AAU) since October 2020 and previously served as President of Case Western Reserve University, bringing leadership, governance, and cybersecurity oversight experience; she is deemed independent under NYSE standards and serves on Progressive’s Compensation and Talent Committee. Her board skills span highly regulated businesses, insurance/financial services, leadership/DEI, risk management, and technology/cybersecurity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Case Western Reserve University | President | Prior to October 2020 | Led revitalization; enhanced academic excellence, collaboration, strategic planning, fundraising, cybersecurity initiatives, and student body diversity/qualifications. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Association of American Universities (AAU) | President | Since October 2020 | Shapes higher education policy across leading research universities. |
| KeyCorp (public company) | Director | Current | Serves on Compensation and Governance Committees. |
Board Governance
- Committee assignments: Member, Compensation and Talent Committee; not Chair. The committee held 6 meetings in 2024; the Board has determined all members are independent.
- Independence: The Board affirmed all directors are independent except the CEO; Snyder is independent.
- Board meetings and engagement: The Board held five meetings in 2024; all current directors attended at least 75% of their scheduled Board and committee meetings, and all directors attended the 2024 Annual Meeting. Non‑management directors met in executive session five times.
- Board size and tenure: Snyder is one of 11 nominees and has served since 2014.
- Governance discipline: Mandatory director retirement age is 80; restrictions limit the number of other public boards (≤4 for non-executives), with all directors compliant.
Fixed Compensation
- Program levels (2024–2025 term): Non‑employee director: $325,000; Committee Chair adders—Audit $40,000, Compensation & Talent $30,000, Investment & Capital $30,000, Nominating & Governance $25,000, Technology $30,000; Audit Committee members: $10,000; Secondary Committee assignment premium: $15,000; Chairperson of the Board: $565,000.
- Form: Directors could elect 100% restricted stock or 60% stock/40% cash; 2024 awards granted May 10, 2024 and vest April 11, 2025, subject to service.
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $0 | Snyder elected full equity for 2024–2025 term. |
| Stock Awards (grant date fair value) | $325,150 | Restricted stock awarded May 10, 2024 at $215.76/share; vests April 11, 2025. |
| Total Director Compensation (2024) | $325,150 | No perquisites >$10,000 for non‑employee directors. |
Performance Compensation
- No performance‑based director pay is disclosed; non‑employee director awards are time‑based restricted stock with service‑based vesting only.
Other Directorships & Interlocks
| Company | Role | Committees | Notes/Interlocks |
|---|---|---|---|
| KeyCorp | Director | Compensation; Governance | No compensation committee interlocks at Progressive in 2024. |
- Related-party transactions: The Board reports no related‑person transactions exceeding $120,000 in 2024; ordinary‑course transactions were reviewed in independence determinations.
Expertise & Qualifications
- Highly Regulated Businesses; Insurance/Financial Services; Leadership/Culture/DEI; Risk Management; Technology/Cybersecurity.
Equity Ownership
- Ownership guidelines: Within five years, directors must hold ≥3× most recent term compensation; as of December 31, 2024, all directors with >5 years on the board (includes Snyder) satisfied the guideline.
- Trading policies: Directors are prohibited from hedging and pledging Progressive shares.
| Metric | Value |
|---|---|
| Total Common Shares Beneficially Owned | 21,476 |
| Percent of Class | <1% (asterisk) |
| Units Equivalent to Common Shares (not “beneficial” under rules) | 9,159 |
| Total Interest (Shares + Unit Equivalents) | 30,635 |
Breakdown of “Beneficially Owned” shares:
| Category | Shares/Units |
|---|---|
| Common Shares Subject to Unvested Restricted Stock Awards | 1,507 |
| Beneficially Owned Common Share Equivalent Units (deliverable in shares upon termination) | 12,641 |
| Other Common Shares (direct/indirect) | 7,328 |
Governance Assessment
- Independence and committee service: Snyder strengthens Progressive’s Compensation and Talent Committee with governance and DEI leadership, and meets NYSE independence criteria.
- Attendance and engagement: Met ≥75% attendance threshold; participated in a board with active executive sessions and five annual meetings in 2024.
- Alignment: Elected 100% equity director compensation in 2024, supporting ownership alignment; complies with 3× ownership guideline; hedging/pledging prohibited.
- Conflicts/RED FLAGS: No related‑party transactions over $120,000; no compensation committee interlocks; board service limits observed—no disclosed red flags.