Devin C. Johnson
PROGRESSIVE CORP/OH/About Devin C. Johnson
Independent director of The Progressive Corporation since 2020. Age 51. Former President and Chief Operating Officer of The SpringHill Company (Mar 2022–Dec 2024) and previously COO (Apr 2020–Mar 2022); earlier led UNINTERRUPTED, LLC as President/COO and held executive roles at Tribune Media and NBCUniversal, bringing expertise in digital media, brand creation, consumer insights, and technology oversight . Determined independent under NYSE standards; only the CEO is non-independent . Current board service focuses on Audit (Audit Committee Financial Expert) and Technology oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The SpringHill Company | President & COO | Mar 2022–Dec 2024 | Led operations, content, and consumer brands; digital/social media expertise |
| The SpringHill Company | Chief Operating Officer | Apr 2020–Mar 2022 | Operational leadership; brand/marketing execution |
| UNINTERRUPTED, LLC | President & COO | Pre-2020 | Built culturally inspired brands and products |
| Tribune Media; NBCUniversal | Executive roles | Not disclosed | Financial/operational experience; media delivery |
External Roles
| Company/Institution | Role | Public Company Board? | Tenure/Notes |
|---|---|---|---|
| None | — | None | No current or former public company directorships disclosed |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director per NYSE standards; only CEO is non-independent |
| Committees | Audit (member; Audit Committee Financial Expert); Technology (member) |
| Committee Workload | Audit met 9 times in 2024; Technology met 5 times in 2024 |
| Board Attendance | All current directors attended ≥75% of scheduled Board/committee meetings in 2024 |
| Annual Meeting Attendance | All directors attended the 2024 Annual Meeting |
| Executive Sessions | Non-management/independent directors met in executive session five times in 2024 |
| Audit Committee Financial Expert | Board determined Audit members, including Johnson, are financially literate and Audit Committee Financial Experts |
Fixed Compensation
| Component (2024–2025 Term Structure) | Amount (USD) |
|---|---|
| Non-Employee Director annual compensation | $325,000 |
| Audit Committee member fee | +$10,000 |
| Secondary Committee assignment premium | +$15,000 |
| Committee Chair fees (if applicable) | Audit $40,000; Technology $30,000 (Johnson is not a chair) |
| 2024 Actual Director Compensation (FY ended 12/31/2024) | Amount (USD) |
|---|---|
| Cash fees | $0 (elected equity-only) |
| Stock awards (grant-date fair value; regular annual grant vested Apr 11, 2025) | $344,024 |
| Additional shares for Audit appointment (Aug 2, 2024 grant) | 87 shares at $216.94 grant price (vest Apr 11, 2025) |
| Total reported | $344,024 |
| Form of Compensation Options | 100% restricted stock OR 60% stock / 40% cash; Johnson’s 2024 was equity-only |
Notes:
- Director restricted stock awards granted May 10, 2024 at $215.76; vest Apr 11, 2025 if service continues; changes apply for audit appointment shares .
Performance Compensation
No performance-based pay elements for non-employee directors; director equity grants are time-based restricted stock with no operating or financial performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 yrs) | None |
| Compensation committee interlocks | None reported in 2024 |
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| Accounting & Finance | Designated Audit Committee Financial Expert; biography notes financial experience |
| Technology/Cybersecurity | Member of Technology Committee overseeing AI, cybersecurity, and digital/data strategy |
| Leadership/Culture/DEI | Biography emphasizes leadership in culturally inspired brands and consumer insights |
| Retail/Marketing | Deep consumer/brand marketing background |
Equity Ownership
| Metric | Amount |
|---|---|
| Total common shares beneficially owned | 8,770 (<1% of class) |
| Shares subject to unvested director restricted stock awards | 1,594 |
| Other common shares directly/indirectly owned | 7,176 |
| Units equivalent to common shares (director deferral plans) | None |
| Total interest in common shares and unit equivalents | 8,770 |
| Shares outstanding (record date) | 586,236,114 (context for % ownership) |
Ownership alignment and restrictions:
- Director equity ownership guideline: within 5 years, own ≥3x latest term’s annual compensation; unvested director restricted stock and deferral units count. As of Dec 31, 2024, directors with >5 years tenure satisfied; Johnson is at ~5 years during 2025 and not yet assessed by the proxy for guideline compliance .
- Prohibitions: hedging/derivatives and pledging of Progressive common shares are prohibited for directors and insiders .
Insider Trades
| Date Range | Person | Form 4 Transactions | Notes |
|---|---|---|---|
| Jan 1, 2023 – Nov 20, 2025 | Devin C. Johnson | None found | No reported purchases/sales, grants, or dispositions in SEC Form 4 feed for PGR in this period [No insider trades found between 2023-01-01 and 2025-11-20] (insider-trades skill result) |
Governance Assessment
- Committee effectiveness: Johnson strengthens audit oversight (financial literacy and Audit Committee Financial Expert status) and contributes to board technology/cybersecurity oversight, including AI, data strategies, and resilience programs—consistent with PGR’s risk governance framework .
- Independence and attendance: Independent per NYSE standards; Board reported all directors met ≥75% attendance and attended the Annual Meeting; non-management/independent sessions held five times, supporting robust independent oversight .
- Director pay mix and alignment: Elects equity-heavy compensation, receiving time-based restricted stock awards with vesting tied to continued service—aligns interests without introducing performance metric gaming. Audit appointment resulted in additional shares; no perquisites >$10,000 for directors .
- Conflicts and related-party exposure: No related-party transactions over $120,000 in 2024; no compensation committee interlocks; strict prohibitions on hedging/pledging mitigate alignment risks .
- Shareholder signals: Executive say-on-pay approval was 95% in 2024, indicating broad investor support for PGR’s compensation governance framework; director oversight encompasses compensation and talent practices .
Red Flags: None evident from disclosures—no related-party ties, no hedging/pledging, and no attendance shortfalls reported; director compensation is standard, time-based equity without repricing or gross-ups .