Pamela J. Craig
PROGRESSIVE CORP/OH/About Pamela J. Craig
Pamela J. Craig (age 68) is an independent director of The Progressive Corporation, serving since 2018. She is the former Chief Financial Officer of Accenture PLC, where she spent 34 years in consulting and executive roles, developing deep finance, capital management, enterprise risk, operations, and technology expertise . Craig’s governance credentials include service on audit, compensation, governance, and corporate responsibility/sustainability committees at multiple public companies . The Board determined she is independent under NYSE listing standards (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture PLC | Chief Financial Officer; prior consulting/executive roles | 34 years | Extensive finance, capital management, risk, operations, and technology leadership from a large, growth-oriented organization |
External Roles
| Company | Role | Status | Committee Experience (if disclosed) |
|---|---|---|---|
| Merck & Co., Inc. | Director | Current | Experience includes service on audit, compensation, governance, and corporate responsibility/sustainability committees across companies |
| Corning Incorporated | Director | Current | As above |
| 3M Company | Director | Former | As above |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; Craig is independent |
| Years on Board | Director since 2018 |
| Committee assignments | Compensation and Talent Committee (member); Technology Committee (member) |
| Committee meeting cadence (2024) | Compensation & Talent: 6 meetings ; Technology: 5 meetings |
| Board meetings (2024) | 5 meetings; all current directors attended ≥75% of scheduled Board/committee meetings during their tenure |
| Executive sessions | Non-management/independent directors met in executive session 5 times in 2024 |
| Board leadership | Independent Chairperson: Lawton W. Fitt; Majority voting in uncontested elections; proxy access; robust stock ownership guidelines |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY 2024) | $148,000 | Earned for 2024–2025 term, payable April 11, 2025 if director continues to that date |
| Board program levels (2024–2025 term) | Chair: $565,000; Non-Employee Director: $325,000; Committee chair add-ons (Audit $40k; Comp & Talent $30k; Investment $30k; Nominating $25k; Technology $30k); Audit Committee members $10k; Secondary committee assignment $15k | Board adopts market-based levels annually; form of pay can be 100% stock or 60% stock/40% cash per director preference |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Pricing |
|---|---|---|---|---|---|
| May 10, 2024 | Restricted Stock Award (Director annual grant) | 1,029 shares | $222,017 | Vests April 11, 2025 (earlier on death/disability/change-in-control) | Valued at $215.76 close on grant date |
- Directors can defer restricted stock into the Directors Restricted Stock Deferral Plan, converting to common-share-equivalent units and distributing in shares upon departure or per election .
- Cash fees can be deferred into stock unit accounts under the Directors Deferral Plan, paid in cash per election .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other boards cap | Non-executive directors may sit on ≤4 other public company boards in addition to Progressive; all directors are compliant |
| Compensation committee interlocks | None in 2024 (Compensation & Talent Committee members: Roger N. Farah [Chair], Pamela J. Craig, Barbara R. Snyder) |
| Related-party transactions | No transactions with related persons exceeding $120,000 identified for 2024 under SEC rules |
Expertise & Qualifications
- Accounting & Finance; Corporate Governance; Investment & Capital Management; Leadership/Culture/DEI; Risk Management; Technology/Cybersecurity .
- Former large-cap CFO experience with enterprise risk management and technology leadership .
Equity Ownership
| Measure (as of Jan 31, 2025) | Amount |
|---|---|
| Total Common Shares Beneficially Owned | 13,287 |
| Units Equivalent to Common Shares | 345 |
| Total Interest (Shares + Units) | 13,632 |
| Composition detail | 1,029 unvested restricted shares; 4,509 beneficially owned common share equivalent units; 7,749 other common shares |
| Ownership guideline | Directors must hold ≥3x most recent term compensation within 5 years and maintain thereafter; all directors with >5 years on Board met guideline as of Dec 31, 2024 (Craig joined in 2018) |
| Hedging/pledging | Prohibited for directors and insiders; includes derivatives and pledges |
Governance Assessment
- Strengths: Independent status; active service on key Compensation & Talent and Technology committees; strong attendance; robust director ownership guidelines with compliance (>5-year directors met requirements); prohibitions on hedging/pledging; majority voting standard; proxy access; routine Board/committee evaluations .
- Compensation alignment: Director pay is primarily fixed retainer plus annual stock awards that vest on schedule, supporting alignment through equity while avoiding performance-linked director pay (reducing incentives for short-termism) .
- Conflicts/related-party exposure: None reported above SEC threshold in 2024; committee interlocks absent; other-board limits adhered to, mitigating overboarding risks .
- RED FLAGS: None evident from disclosures (no pledging/hedging, no related-party transactions, attendance thresholds met). Monitor aggregate board commitments and evolving responsibilities at Merck/Corning for potential time-commitment strain, though currently within Progressive’s policy .