Charles A. Davis
PROGRESSIVE CORP/OH/About Charles A. Davis
Independent director of The Progressive Corporation (PGR), age 76, serving since 1996. Chief Executive Officer of Stone Point Capital LLC with prior senior roles at Goldman Sachs and MMC Capital, bringing deep insurance, investment, and capital management expertise. Current public board role at AXIS Capital Holdings Limited; former director at The Hershey Company. Classified independent under NYSE standards; one of 11 nominees for re‑election in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone Point Capital LLC | Chief Executive Officer | Not disclosed | Private equity leadership; extensive insurance industry, capital allocation, and strategic transaction experience enhancing Board’s investment and risk oversight . |
| Goldman Sachs Group | Partner | Not disclosed | Investment banking experience; strategic transactions and risk analysis capabilities . |
| MMC Capital, Inc. | Investment management | Not disclosed | Financial, investment, and capital management expertise relevant to PGR’s Investment & Capital oversight . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AXIS Capital Holdings Limited | Director | Current | Reinsurance sector board service; member of other finance/risk committees (experience referenced) . |
| The Hershey Company | Director | Former (within last 5 years) | Public company governance experience . |
Board Governance
- Committee assignments: Chair, Investment and Capital Committee; not listed on Audit or Compensation committees. The committee met 5 times in 2024, and its remit includes monitoring investment and capital policies, money manager oversight, and strategic investments; all members are independent .
- Independence/leadership: Board determined all directors except the CEO (Susan Griffith) are independent; the Chairperson is independent and board committees have independent leadership .
- Attendance/engagement: Board held 5 meetings in 2024; all current directors attended at least 75% of scheduled Board and committee meetings, and all attended the 2024 Annual Meeting .
- Director service limits: Non-executive directors may serve on no more than four other public boards in addition to PGR; all directors are compliant .
- Retirement policy: No nominations for candidates age 80+; no waivers in the last three years .
Fixed Compensation
- Program structure (2024–2025 term):
- Non‑employee director annual compensation: $325,000
- Committee Chair fees: Investment & Capital Committee $30,000
- Form of compensation: choice of 100% restricted stock or 60% stock / 40% cash; cash and stock vest/pay on April 11, 2025 .
| Component | Amount (USD) | Notes |
|---|---|---|
| Non‑Employee Director Retainer | $325,000 | Annual compensation level approved by Board . |
| Investment & Capital Committee Chair Fee | $30,000 | Additional annual compensation for committee Chair . |
| Form selected (2024–2025) | 100% stock | Directors could elect all‑stock; Davis’s compensation is reflected as stock . |
- Actual 2024 director compensation for Davis:
- Cash fees: $0
- Stock awards (grant date fair value): $355,141
- Total: $355,141 .
| Element | Amount | Grant/Pay Date | Vest/Pay Date |
|---|---|---|---|
| Cash fees | $0 | N/A | N/A . |
| Restricted stock award | $355,141 | May 10, 2024 | April 11, 2025 . |
| Implied shares granted | 1,646 | Price $215.76/share | Standard director vest schedule through April 11, 2025 . |
Performance Compensation
Directors do not receive performance‑based equity; annual director awards are time‑based restricted stock without operational metrics. Davis’s 2024 award: 1,646 restricted shares granted at $215.76 per share; vest April 11, 2025 .
| Metric | Applies to Directors? | Davis 2024 Details |
|---|---|---|
| Operating metrics (e.g., combined ratio, TSR) | No | Director equity is time‑based; no performance targets . |
| Restricted stock shares | Yes | 1,646 shares; $215.76 grant price; $355,141 fair value; vest 4/11/2025 . |
Other Directorships & Interlocks
| Company | Sector | Nature of Potential Interlock | Board Determination |
|---|---|---|---|
| AXIS Capital Holdings Limited | Reinsurance | Progressive engages in ordinary‑course reinsurance; AXIS is a reinsurer | Independence affirmed after reviewing ordinary‑course transactions (e.g., reinsurance), with all directors but the CEO deemed independent . |
| The Hershey Company | Consumer | No direct PGR business link disclosed | Former directorship; no related party transactions reported . |
Expertise & Qualifications
- Skills: Accounting & Finance; Corporate Governance; Highly Regulated Businesses; Insurance/Financial Services; Investment & Capital Management; Leadership/Culture/DEI; Risk Management .
- Experience: Decades in investment banking and private equity, with deep insurance and capital allocation knowledge and service on public/private boards and finance/risk committees .
Equity Ownership
| Holder | Total Common Shares Beneficially Owned | % of Class | Units Equivalent to Common Shares | Total Interest (Shares + Units) |
|---|---|---|---|---|
| Charles A. Davis | 347,497 | <1% | 13,347 | 360,844 . |
Breakdown of Davis’s beneficial holdings:
- Unvested restricted stock awards: 1,646 shares .
- Common share equivalent units (deferrals eligible for share settlement): 10,768 included in “beneficially owned” due to plan features .
- Other common shares directly/indirectly: 335,083 .
Alignment safeguards:
- Director ownership guideline: 3× annual director compensation within five years; all directors with >5 years of service satisfied guideline as of Dec 31, 2024 .
- Hedging/pledging prohibitions: Directors are prohibited from hedging and pledging Progressive stock; company not aware of any pledges by directors or executives .
Insider Trades
| Date (Filed) | Period (Transaction) | Filing | Nature |
|---|---|---|---|
| Oct 14, 2025 | Oct 10, 2025 | Form 4 | Statement of changes in beneficial ownership for Davis as Director; details recorded on SEC Form 4 . |
| Jul 15, 2025 | Noted in filing | Form 4 | Insider activity reflecting small, automatic acquisitions of derivative equity as an independent director (administrative nature) . |
Note: Director awards and deferrals are commonly reported via Form 4; Davis’s 2024 director restricted stock grant was 1,646 shares (awarded 5/10/2024; vests 4/11/2025) .
Governance Assessment
- Board effectiveness: Davis chairs a critical committee (Investment & Capital), aligning with his deep capital management background; the committee’s mandate spans investment policy oversight, manager performance and strategic investments; independence affirmed .
- Independence and conflicts: Board reviewed ordinary‑course transactions (including reinsurance) with companies affiliated with directors and maintained independence determinations; no related‑party transactions above $120,000 identified for 2024 .
- Engagement: Board met five times; committee cadence robust; directors met in executive session five times; attendance thresholds met by all current directors .
- Ownership alignment: Significant personal stake (347,497 shares) with additional units; compliance with director ownership guidelines; prohibitions on hedging/pledging reduce misalignment risk .
- Director pay mix: Davis elected 100% stock for 2024–2025 term, reinforcing alignment; total director compensation reflects retainer plus chair fee .
RED FLAGS
- Potential conflict vector: Concurrent board service at AXIS (reinsurance) while PGR engages in reinsurance could present perceived interlocks; mitigated by annual independence review that explicitly considers ordinary‑course reinsurance transactions and affirmed independence .
- Tenure: Very long tenure (since 1996) may raise questions for some investors on refreshment; Board employs annual evaluations and mandatory retirement policy (no nominations at age 80+) .
Overall signal to investors: Strong alignment via equity-only director pay and substantial ownership; relevant committee leadership leveraging sector expertise; independence reviews and absence of material related-party transactions support governance quality .