Lawton W. Fitt
PROGRESSIVE CORP/OH/About Lawton W. Fitt
Lawton W. Fitt (age 71) is the independent Chairperson of the Board at The Progressive Corporation, serving as a director since 2009 and elected Chair in May 2018 after previously serving as Lead Independent Director; she is a retired partner of Goldman Sachs and former Secretary of the Royal Academy of Arts in London, bringing deep capital markets, governance, and risk oversight experience to Progressive’s board . The Board affirms her independence under NYSE listing standards; she plays a central role in risk oversight by consulting with committee Chairs to ensure critical matters reach the full Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Progressive Corporation | Chairperson of the Board | May 2018–present | Board leadership, coordinates risk oversight across committees |
| The Progressive Corporation | Lead Independent Director | Pre–May 2018 | Independent leadership prior to becoming Chair |
| Goldman Sachs Group | Partner (retired) | Not disclosed | Significant capital markets, strategic transactions, and risk analysis expertise |
| Royal Academy of Arts (London) | Secretary | Not disclosed | Executive management experience |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Ciena Corporation | Director | Current | Public company committee experience (audit, compensation, governance – unspecified in proxy) |
| The Carlyle Group Inc. | Director | Current | Public company committee experience (audit, compensation, governance – unspecified in proxy) |
| Micro Focus International plc | Director | Former | Former public company directorship |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Fitt is independent under NYSE listing standards .
- Board meetings and engagement: The Board met five times in 2024; all current directors attended at least 75% of their scheduled Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management and independent directors met in executive session five times in 2024, led by the Chairperson .
- Leadership and risk oversight: As Chairperson, Fitt consults with committee Chairs to elevate significant risk issues to the full Board; risk oversight responsibilities are allocated across Board committees via charters and reviewed annually by Nominating & Governance .
- Committee assignments (current): Nominating & Governance Committee – Chair; Investment & Capital Committee – Member; Executive Committee – Member (no additional compensation; adopted three written actions in 2024) .
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Nominating & Governance | Chair | 5 | Director nominations, board/committee evaluations, governance guideline updates, ESG/climate oversight |
| Investment & Capital | Member | Not disclosed | Investment and capital oversight (committee exists; details not excerpted) |
| Executive Committee | Member | 3 written actions | Exercises Board powers between meetings (limited exceptions) |
Fixed Compensation
- Program design: Market-based; annual levels set by the Board based on committee assignments and Chair role; increases approved for 2024–2025 term (+$45k Chair, +$25k non-employee directors, +$5k for each Committee Chair) .
- Form: Directors may elect either 100% restricted stock or 60% restricted stock / 40% cash; cash pays and stock vests April 11, 2025; no extra pay for Executive Committee service .
| Compensation Element | 2024–2025 Term Amount |
|---|---|
| Chairperson of the Board | $565,000 |
| Non-Employee Director | $325,000 |
| Committee Chair – Audit | $40,000 |
| Committee Chair – Compensation & Talent | $30,000 |
| Committee Chair – Investment & Capital | $30,000 |
| Committee Chair – Nominating & Governance | $25,000 |
| Committee Chair – Technology | $30,000 |
| Audit Committee Member | $10,000 |
| Secondary Committee Assignment | $15,000 |
| Executive Committee Service | No additional compensation |
- 2024 actual compensation for Fitt: Cash $—; Stock awards $565,075 (grant date fair value) .
- Perquisites: None provided to non-employee directors above $10,000 in 2024 .
Performance Compensation
- Award detail (2024): Restricted stock granted May 10, 2024; Fitt received 2,619 shares at grant-date price $215.76 (fair value $565,075), vesting April 11, 2025; Fitt elected 100% equity (cash column shows “—”) .
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting Date |
|---|---|---|---|---|
| May 10, 2024 | Restricted Stock | 2,619 | $565,075 | April 11, 2025 |
- Performance metrics tied to director awards: None disclosed; director awards are time-based restricted stock under the Directors Equity Plan .
Other Directorships & Interlocks
- Board seat limits: Directors actively involved in executive roles may sit on no more than two other public boards; non-executive directors (including non-executive chairs) may sit on no more than four other public boards; all directors are compliant .
- Independence determinations considered ordinary-course transactions with affiliated companies (e.g., reinsurance, D&O insurance, claims administration, data/software); Board concluded independence for all but the CEO .
- Related party transactions: None with related persons exceeding $120,000 in 2024 under SEC rules .
Expertise & Qualifications
- Skill matrix highlights for Fitt: Accounting & Finance; Corporate Governance; Highly Regulated Businesses; Insurance/Financial Services; Investment & Capital Management; Leadership/Culture/DEI; Risk Management .
Equity Ownership
| Measure | Amount |
|---|---|
| Total common shares beneficially owned | 118,209 (<1% of class) |
| Restricted shares unvested (beneficially owned) | 2,619 |
| Common share equivalent units (beneficially owned) | 106,201 |
| Other common shares beneficially owned | 9,389 |
| Units equivalent to common shares (not beneficially owned) | 26,256 |
| Total interest in common shares and unit equivalents | 144,465 |
- Director ownership guideline: Within five years, hold common shares equal to at least 3x most recent annual director compensation; all directors with >5 years tenure meet the guideline .
- Hedging/derivatives and pledging: Prohibited for directors; the company is not aware of any pledges by directors .
- Deferral programs: Directors may defer restricted stock into units under the Directors Restricted Stock Deferral Plan (distributed in common shares); cash fees may be deferred into stock units under the Directors Deferral Plan (distributed in cash) .
Governance Assessment
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Board effectiveness: Fitt’s independent Chair role plus Nominating & Governance chairship centralize governance rigor across nominations, evaluations, guidelines, and ESG oversight; her leadership ensures risk issues are escalated to the full Board .
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Independence and conflicts: No related-party transactions >$120k; independence affirmed after reviewing ordinary-course transactions with affiliated companies; seat-limit policy reduces overboarding risk and all directors comply .
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Attendance and engagement: Board met five times, executive sessions five times; all current directors met minimum attendance thresholds and attended the Annual Meeting, indicating satisfactory engagement .
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Compensation alignment: Fitt elected 100% equity for Chair fees (no cash), with time-based vesting, supporting alignment with shareholders; directors can choose equity-heavy mix, and ownership guidelines require 3x compensation in equity holdings .
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Risk governance: Committee charters allocate oversight; Fitt’s coordination across committees strengthens board-level focus on critical risks (including ESG/climate via Nominating & Governance) .
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RED FLAGS
- None identified in 2024 related-party transactions, pledging/hedging, or attendance below thresholds .
- Note: Fitt sits on other public boards (Ciena, The Carlyle Group); independence review considered transactions with affiliated companies and concluded independence; continued monitoring of any Carlyle-affiliated transactions remains prudent, though none were reportable in 2024 .