Kahina Van Dyke
PROGRESSIVE CORP/OH/About Kahina Van Dyke
Independent director of The Progressive Corporation since 2018 (age 53). Operating Partner at Advent International (since Oct 2023); previously Global Head of Digital Channels & Client Data Analytics at Standard Chartered (Feb 2020–Jun 2023) and senior roles at Ripple and Facebook focused on global financial/technology partnerships. The Board classifies her as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Chartered PLC (Corporate, Commercial & Institutional Banking) | Global Head, Digital Channels & Client Data Analytics | Feb 2020–Jun 2023 | Led development of digital banking platform for global trade, commerce, and financial services |
| Ripple Labs, Inc. | SVP Business & Corporate Development | Prior to Dec 2019 | Strategic partnerships & investments across global financial/technology industries |
| Facebook (Meta Platforms) | Executive (partnerships/investments) | Not disclosed | Worked with external companies to develop and grow financial products/services |
| Global Financial Services (various) | Senior international executive roles | 15+ years | International consumer and corporate banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advent International | Operating Partner | Since Oct 2023 | Focus on fintech investments and portfolio company support |
| Global Women Executive Leadership Council | Founder & Chair | Ongoing | Leadership/peer mentoring network in 70+ countries |
| Other public company boards | — | — | Current: None; Former: None |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under NYSE standards.
- Committee assignments (2024): Investment & Capital Committee (member); Technology Committee (member).
- Attendance: Board held five meetings in 2024; all current directors attended at least 75% of their scheduled Board/committee meetings; all directors attended the 2024 annual meeting.
- Expertise matrix: Insurance/Financial Services; Investment & Capital Management; Leadership/Culture/DEI; Retail/Marketing; Technology/Cybersecurity.
Fixed Compensation (Non-Employee Director)
| Component | 2024–2025 Term Amount | Applies to Van Dyke? | Notes |
|---|---|---|---|
| Annual retainer (Non-employee director) | $325,000 | Yes | Base director compensation level for 2024–2025 term |
| Secondary committee assignment premium | $15,000 | Yes | For service on a second committee (she serves on two) |
| Committee chair fees | $30,000–$40,000 | No | Not a chair (chairs receive: Audit $40k; Comp & Talent $30k; Investment & Capital $30k; Technology $30k) |
| Audit Committee member add’l fee | $10,000 | No | Not an Audit member |
| Form of pay (election) | 100% equity or 60% equity/40% cash | Elected equity | Directors could elect form; 2024 awards granted May 10, 2024 at $215.76; vest Apr 11, 2025 |
| 2024 Director Compensation (actual granted) | Stock awards: $340,038 | Yes | Reported in Director Compensation table (no cash fees for Van Dyke) |
Director equity ownership guideline: within five years, hold ≥3× most recent term annual compensation; as of Dec 31, 2024 all directors with >5 years of service satisfied this requirement.
Performance Compensation
- Non-employee director pay at PGR is service-vesting restricted stock (no performance metrics); awards vest on schedule if service conditions are met.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Former public company boards (last 5 years) | None |
| Potential interlocks/conflicts | None disclosed; Board reported no related-person transactions >$120,000 in 2024. |
Expertise & Qualifications
- Technology/Cybersecurity; Insurance/Financial Services; Investment & Capital Management; Leadership/Culture/DEI; Retail/Marketing.
- International consumer and corporate banking executive; fintech operating partner; founder of a global leadership council.
Equity Ownership
| Metric (as of 1/31/2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 13,723 shares | <1% of outstanding shares |
| Breakdown – unvested restricted stock | 1,576 shares | Held under Directors Equity Plan; voting but no investment power during restriction |
| Breakdown – other common shares | 12,147 shares | Direct/other beneficial holdings |
| Units equivalent to common shares | 0 | No director plan units reported for Van Dyke |
| Shares pledged as collateral | Prohibited | Insider Trading Policy prohibits pledging/hedging for directors |
| Ownership guideline status | Meets (company-wide statement for >5-year directors) | Directors with >5 years met ≥3× guideline as of 12/31/2024 |
Insider Trades (Forms 3/4/5)
| Date (Trade) | Form | Transaction | Shares | Price | Post-Trade Holdings | Ownership |
|---|---|---|---|---|---|---|
| 2025-05-22 | Form 4 | Sale (S) | 2,490 | $277.67 | 12,429 | Direct |
| 2024-05-10 | Form 4 | Director equity award (A) | — | — | — | Reported 2024 director grant/vesting elections |
Additional filing noted: Form 4 (2024-09-27) (SEC index indicates a sale; details not summarized here).
Governance Assessment
- Positives: Independent; strong fintech and digital banking background mapped to PGR’s Technology Committee oversight; Investment & Capital Committee role aligns with investment/capital risk oversight; no other public boards (low overboarding risk); no related-party transactions; director equity election (100% stock) and ownership guideline compliance support alignment.
- Attendance/engagement: Met the Company’s ≥75% attendance expectation; attended 2024 annual meeting.
- Incentives: Director pay is time-vested equity (no performance hurdles), standard for independent directors; 2024 grant valued at ~$340k with vest on Apr 11, 2025.
- Risk indicators/red flags: One open-market sale in May 2025 following vesting, with continued direct ownership (12,429 shares); no pledging or hedging allowed; no say-on-pay relevance for directors.
Overall: Van Dyke brings relevant fintech and cyber expertise to PGR’s board, with clear independence, clean related-party profile, and equity-heavy compensation/ownership that aligns with shareholders. Committee placements (Technology; Investment & Capital) suggest focused oversight on areas material to investor confidence.