Philip Bleser
PROGRESSIVE CORP/OH/About Philip Bleser
Independent, non-employee director of The Progressive Corporation; age 70; director since 2017. Retired Chairman of Global Corporate Banking at JPMorgan Chase & Co. (retired in 2016), with executive leadership experience in strategy, risk management, and operations across a global, tech- and customer-driven banking platform. Holds a climate leadership certificate; Board identifies his skills in Accounting & Finance, Corporate Governance, Highly Regulated Businesses, Insurance/Financial Services, Investment & Capital Management, Leadership/Culture/DEI, Retail/Marketing, and Risk Management . Member of the Audit Committee (designated Audit Committee Financial Expert) and Nominating & Governance Committee; Audit Committee members have been determined independent and financially literate under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman of Global Corporate Banking; member of executive leadership team | Through retirement in 2016 (prior years not specified) | Led global corporate banking; responsibilities included strategy, execution, risk management, and operations across a technology- and customer-driven platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company directorships (current) | None | n/a | n/a |
| Francesca’s Holding Corp. (former) | Director | Not disclosed (not within last five years) | Enhanced governance and audit/governance committee experience; consumer-facing retail exposure |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Non-employee director; Audit Committee members (including Bleser) determined independent and financially literate; each Audit member is an Audit Committee Financial Expert under SEC rules . |
| Committees | Audit Committee (member; Audit Committee Financial Expert); Nominating & Governance Committee (member) . |
| Committee chairs | None (Bleser is not a current committee chair) . |
| Committee meetings in 2024 | Audit: 9 meetings; Nominating & Governance: 5 meetings . |
| Attendance | In 2024, the Board held 5 meetings; all current directors attended at least 75% of their scheduled Board and committee meetings; all directors attended the 2024 Annual Meeting . |
| Executive sessions | Non-management (independent) directors met in executive session 5 times in 2024 . |
| Overboarding policy & compliance | Cap: ≤2 additional public boards if active executive; ≤4 if not in management; all directors currently compliant . |
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | Earned on April 11, 2025, if continuing as a director until that date . |
| Meeting fees | None disclosed (compensation delivered via cash retainer and restricted stock awards) . | |
| Executive Committee fee | No additional compensation for Executive Committee service (not applicable to Bleser) . | |
| Mix election | Directors could elect 100% equity or 60% equity/40% cash; Bleser’s reported mix includes both cash and equity . |
Performance Compensation
| Element | Grant Date | Shares / Value | Vest / Expiration | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Award (time-based) | May 10, 2024 | 974 shares; $210,150 grant-date fair value at $215.76 close | Vests April 11, 2025, subject to continued service | None disclosed for non-employee director awards (time-based vesting) . |
Notes: Directors may defer restricted stock into units under the Directors Restricted Stock Deferral Plan; distributions are in common shares upon service termination or earlier on change in control; cash fees can be deferred into stock unit accounts under the Directors Deferral Plan .
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public company boards (last five years): None listed; former director at Francesca’s Holding Corp. (outside the last five years window) .
- Compensation Committee interlocks (company-level): None in 2024 .
Expertise & Qualifications
- Board-identified skills include: Accounting & Finance; Corporate Governance; Highly Regulated Businesses; Insurance/Financial Services; Investment & Capital Management; Leadership/Culture/DEI; Retail/Marketing; Risk Management .
- Audit Committee Financial Expert designation; all Audit members are financially literate and ACFEs .
Equity Ownership
| As of Jan 31, 2025 | Amount |
|---|---|
| Total Common Shares Beneficially Owned | 21,325 (<1% of class) . |
| Units Equivalent to Common Shares (not counted as beneficial ownership) | 1,449 . |
| Total Interest (Shares + Unit Equivalents) | 22,774 . |
| Breakdown of Beneficial Ownership | 974 unvested restricted shares; 20,351 beneficially owned common share equivalent units (eligible for share delivery within 60 days under director plan) . |
| Hedging/Pledging | Directors are prohibited from hedging and from pledging shares; company is not aware of any pledges by directors . |
| Director ownership guideline | 3x most recent annual director compensation within five years of election; as of Dec 31, 2024, each director on the Board >5 years met the guideline (Bleser joined 2017) . |
Governance Assessment
- Strengths
- Deep financial services and risk management background; enhances Audit Committee oversight; designated Audit Committee Financial Expert .
- Independent, non-employee director with compliance to overboarding limits; attendance thresholds met at Board/committee level; participates in regular independent director executive sessions .
- Meaningful equity alignment via restricted stock and deferral plans; meets 3x director ownership guideline; hedging and pledging prohibited, reducing misalignment risk .
- No related-party transactions >$120,000 in 2024; no compensation committee interlocks reported .
- Potential risks/considerations
- Current public company board roles: none; network interlocks are limited (can be positive for conflicts, but reduces external information channels) .
- Director awards are time-based (no performance-vesting); while common for directors, it places more emphasis on tenure-based equity rather than performance-conditioned pay .
Overall signal: For investors focused on governance quality, Bleser’s independence, Audit Committee Financial Expert status, risk/finance expertise, and equity alignment support board effectiveness, with low conflict risk and no identified red flags in 2024 .