Carl G. Joyce
PROGRESSIVE CORP/OH/About Carl G. Joyce
Carl G. Joyce, age 43, was appointed Vice President and Chief Accounting Officer (CAO) of The Progressive Corporation on March 7, 2025, after 13 years at the company and more than five years as Director of Financial Reporting – GAAP . As CAO, Joyce is Progressive’s principal accounting officer and has signed multiple 8‑K monthly results filings in 2025, evidencing his role in financial reporting controls and disclosure (e.g., May 21, 2025; June 18, 2025; July 16, 2025; September 17, 2025; October 15, 2025) . He operates within a pay‑for‑performance framework focused on profitable growth and combined ratio discipline; Progressive’s 2024 results included 21% net premiums written growth, an 88.8 combined ratio, $8.5B net income, and ROE of 35.5%, with cumulative 5‑year TSR exceeding the S&P 500 by 2.8x and its industry peer group by 2.2x .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Progressive Corporation | Vice President & Chief Accounting Officer | Appointed Mar 7, 2025 | Principal accounting officer; signs current reports and monthly results 8‑Ks |
| The Progressive Corporation | Director of Financial Reporting – GAAP | >5 years | Led GAAP external reporting over multiple years; foundation for CAO role |
External Roles
No external directorships or roles disclosed for Joyce.
Fixed Compensation
| Component | 2024/2025 Values | Notes |
|---|---|---|
| Base salary | Not disclosed for CAO | Company states Joyce will receive salary commensurate with seniority/responsibility |
| Annual cash incentive (Gainshare) – target | Not disclosed for CAO | Executives participate in Gainshare; payout = Paid Salary × Target % × Gainshare Factor (0.00–2.00) |
| Annual cash incentive (Gainshare) – 2024 company factor | 1.78 (of max 2.00) | Based on product-level growth and profitability matrices; informs 2024 payouts to executives |
| Perquisites | Not disclosed for CAO | Perquisites described primarily for CEO; not specified for CAO |
Performance Compensation
| Incentive Type | Metric | Weighting/Target | Actual (Company) | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Gainshare (annual cash) | Growth in average policies in force and combined ratio by product/segment | Matrices per Business Unit; 1.00 score anchored at profitability target; business‑unit weighting by premium | 2024 Gainshare Factor 1.78; Agency Auto 86.1 CR, Direct Auto 89.7 CR; property matrices 0.00; Commercial Lines score 1.03 | Payout = Paid Salary × Target % × Factor; Factor range 0.00–2.00 | Paid after year end following committee certification |
| Performance RSUs – Insurance operations | Progressive growth vs market (premium growth) in private passenger auto and commercial auto; profitability gate at ≤96.0 combined ratio | Target outgrowth = 2 percentage points; max = 3.5; business‑line scores weighted by contribution to direct premiums earned; multiplier 0–2.5x units | Company metrics used to determine performance factor over 2024–2026; profitability gate required for vesting; performance factor expected July 2027 | Units vest 0–2.5× target depending on factor; forfeiture if profitability gate not met by Jan 31, 2029 | Annual grants typically in March; interim grants may be made upon appointment/promotions |
| Time‑based RSUs | N/A (share price exposure) | Typical award size for execs is ~1.0× salary (varies by role) | N/A | Vests based on time; dividend equivalents reinvested | Standard schedule is three equal annual installments beginning ~3 years post‑grant (e.g., 2024 grants vest Jan 2027, 2028, 2029); accelerated vesting per plan conditions |
Notes: • Investment‑results performance RSUs are designed for CEO, CFO, CIO and investment professionals; not specified for CAO . • The company makes annual equity awards in March; interim awards can be made at appointment (e.g., for new executives) .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership | Not disclosed for Joyce as of Jan 31, 2025; table lists directors/NEOs only |
| Executive stock ownership guidelines | CEO: 6× salary in shares/units (excludes unvested RSUs); other executive officers (including CAO): 3× salary within five years (includes 401(k), EDCP units, unvested time‑based RSUs; excludes unvested performance RSUs) |
| Hedging/derivatives | Prohibited for executive officers and Insiders (short sales, options, swaps, collars, exchange funds) |
| Pledging | Prohibited for executive officers and Insiders |
| Deferred compensation | Executives may defer cash incentives and equity under the Executive Deferred Compensation Plan; values track selected investments or company stock; company does not contribute or guarantee returns |
Employment Terms
| Provision | Progressive Policy | Executive‑Specific Notes |
|---|---|---|
| Employment agreement | Company does not use employment agreements for executive officers | None disclosed for Joyce |
| Start date & tenure | Appointed CAO March 7, 2025; 13 years with Progressive; prior GAAP reporting director >5 years | Establishes tenure and internal track record |
| Severance (ESAP) | 3× salary (excludes bonus/equity), up to 18 months medical/dental/vision at employee rates, outplacement; no tax gross‑ups | Applies upon qualifying separation or “good reason” within 24 months post‑CoC |
| Change‑in‑control (equity) | Double‑trigger: if awards are honored/assumed, accelerated vesting only upon qualifying termination within 24 months; if not assumed, vest immediately at change‑in‑control (performance RSUs at target or based on achievement to date if determinable) | Applies to equity awards granted under 2015/2024 plans |
| Retirement vesting (Rule of 70) | Age 55+ with 15 years or age 60+ with 10 years: 100% of time‑based vests; performance RSUs remain outstanding and vest subject to performance/profitability | Joyce’s eligibility not disclosed |
| Non‑compete | Non‑compete included in equity award agreements; provisions for death/disability/retirement | |
| Clawbacks | Dodd‑Frank clawback policy plus additional recoupment/forfeiture provisions (including restatements and reputational harm) |
Performance & Track Record
Company performance context (FY 2024):
| Metric | FY 2024 |
|---|---|
| Net premiums written ($) | $74.4B |
| Net premiums written growth (%) | 21% |
| Policies in force | 35 million |
| Policies in force growth (%) | +5 million vs YE 2023 (≈+18%) |
| Combined ratio | 88.8 |
| Underwriting profit margin (%) | 11.2% (pretax underwriting profit $8.0B) |
| Net income ($) | $8.5B |
| Net income per common share ($) | $14.40 |
| Return on avg common shareholders’ equity (net income) | 35.5% |
| Declared common shareholder dividends ($/share) | $4.90 (annual-variable and quarterly components) |
| Share repurchases | 0.7M shares at $201.32 avg cost; $0.1B total |
| Debt-to-total capital | 21.2% |
Additional compensation governance/performance alignment:
- 2024 say-on-pay approval: 95% .
- 5‑year cumulative TSR outperformed S&P 500 by 2.8x and industry peer group by 2.2x .
- Executive program emphasizes below‑median base salary with high at‑risk equity and Gainshare cash tied to combined ratio and market growth outperformance .
Investment Implications
- Compensation alignment and selling pressure: Executives are subject to stringent ownership guidelines (3× salary within five years for non‑CEO execs), hedging/derivatives and pledging are prohibited, and equity is primarily RSUs with three‑year vesting and multi‑year performance gates; this structure supports long‑term alignment and discourages opportunistic selling, particularly given double‑trigger change‑in‑control and clawbacks .
- Retention risk: Joyce’s 13‑year tenure and internal progression to CAO suggest low near‑term retention risk; severance is limited to salary (3×), not bonus/equity, reducing exit windfalls yet providing transition support, and there are no employment agreements to constrain organizational flexibility .
- Pay‑for‑performance signal: Gainshare factor of 1.78 in 2024, combined with strong underwriting profitability and ROE, indicates healthy incentive payout potential when company performance is robust; performance RSUs require market share growth outperformance and a profitability gate, aligning leadership incentives with durable value creation .
- Governance and risk controls: Double‑trigger change‑in‑control mechanics, clawbacks (including reputational harm), and explicit non‑compete provisions reduce compensation-related agency risk while reinforcing prudent financial reporting and conduct standards for the CAO role .