Jeffrey D. Kelly
PROGRESSIVE CORP/OH/About Jeffrey D. Kelly
Independent Director at The Progressive Corporation; age 71; current Board service since 2012 with prior service from 2000–2009. Former COO and CFO of RenaissanceRe Holdings Ltd., with prior experience as principal financial officer at a major commercial bank, bringing deep insurance, reinsurance, capital markets, and financial oversight expertise. Director is independent under NYSE standards; Board tenure contributes significant financial, risk management, and insurance market insight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RenaissanceRe Holdings Ltd. | Chief Operating Officer and Chief Financial Officer | Not disclosed | Executive financial leadership in reinsurance; capital markets and investment management expertise |
| Major commercial bank (unnamed) | Principal financial officer | Not disclosed | Capital markets, risk, and financial reporting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current or former public company directorships in last five years; reduces interlock/conflict risk |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Kelly is independent under NYSE standards .
- Attendance: Board met 5 times in 2024; all current directors attended at least 75% of scheduled Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committees: Audit Committee member; designated Audit Committee Financial Expert; Board has determined all Audit members are independent and financially literate .
- Executive sessions: Non-management and independent directors met in executive session 5 times in 2024 .
- Risk oversight: Audit Committee oversees ERM, compliance and ethics, and financial reporting; Technology and other committees cover cybersecurity and ESG; Board assigns risk oversight across committees .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | 9 | Independent; financially literate; oversees ERM, controls, auditor independence |
| Other committees | — | — | No disclosed membership beyond Audit |
Fixed Compensation
| Component (2024–2025 term) | Amount | Structure/Notes |
|---|---|---|
| Cash fees (Kelly) | $134,000 | Earned if serving until April 11, 2025; cash portion depends on director election of mix and committee roles (e.g., Audit member add-on) |
| Equity grant (restricted stock) | $201,088 | Granted May 10, 2024 at $215.76 per share; vests April 11, 2025 if in service; time-based restricted stock only |
| Total (Kelly) | $335,088 | Sum of cash and stock for 2024 director compensation |
| Standard non-employee director retainer | $325,000 | Base compensation level for 2024–2025 term |
| Audit Committee member add-on | $10,000 | Additional cash for Audit members |
| Committee chair fees | $25,000–$40,000 | By committee (Audit $40k; Comp & Talent $30k; Investment & Capital $30k; Nominating $25k; Technology $30k) |
| Chair of the Board | $565,000 | Inclusive of chair and certain committee premia |
| Form of pay | 100% stock or 60% stock/40% cash | Directors indicate preference; awards under Directors Equity Plan; cash paid and stock vests April 11, 2025 |
Performance Compensation
- Directors do not receive performance-conditioned equity or cash; annual director equity is time-based restricted stock with service vesting only .
| Metric | Applies to Director Pay? | Details |
|---|---|---|
| Operating/financial metrics (e.g., combined ratio, TSR) | No | Director equity is time-based; no performance metrics disclosed for director compensation |
Other Directorships & Interlocks
- No current or former public company directorships for Kelly in the last five years; reduces network interlocks and potential conflicts with competitors, suppliers, or customers .
- Board imposes limits on outside boards (≤4 for non-executives); all directors compliant, further limiting overboarding risks .
Expertise & Qualifications
- Insurance and reinsurance operations; investment & capital management; accounting & finance; risk management; highly regulated businesses; leadership/culture .
- Audit Committee Financial Expert designation affirms technical proficiency in financial reporting and controls .
Equity Ownership
| Holder | Total Common Shares Beneficially Owned | Percent of Class | Breakdown | Units Equivalent to Common Shares | Total Interest (Shares + Units) |
|---|---|---|---|---|---|
| Jeffrey D. Kelly | 27,741 | <1% | 932 unvested restricted shares; 26,809 other shares | — | 27,741 |
| Directors’ ownership guideline | 3x annual director compensation within 5 years | — | Unvested director restricted stock and deferral units count toward guideline | — | As of Dec 31, 2024, each director with >5 years tenure satisfied the guideline |
- Hedging and pledging prohibited for directors; no pledges known for directors or executives .
- Directors may defer restricted stock into share-equivalent units under the Directors Restricted Stock Deferral Plan; cash fees can also be deferred into stock units; distributions occur per election or upon departure/change in control .
Governance Assessment
- Strengths: Independence, Audit Committee Financial Expert status, consistent engagement (≥75% attendance), no related-party transactions >$120,000, no other public boards (minimizes interlocks), and robust ownership alignment under director guidelines .
- Compensation alignment: Mix of cash and time-based restricted stock; stock ownership guideline drives “skin-in-the-game” without metric gaming risk common in performance plans; hedging/pledging prohibitions support alignment .
- Risk oversight contribution: Audit Committee role covering ERM, controls, compliance, and auditor oversight is central to board effectiveness in a complex, highly regulated insurer .
RED FLAGS: None disclosed. No related-party transactions; no hedging/pledging; attendance met expectations; outside board service is limited and compliant; no disclosed conflicts via other public boards .