Roger N. Farah
PROGRESSIVE CORP/OH/About Roger N. Farah
Roger N. Farah (age 72) is an independent director of The Progressive Corporation, serving on the Board since 2008 . He is Executive Chair of the Board of CVS Health Corporation (since October 2024) and brings over 40 years of senior operating experience in consumer retail and brand management, including executive roles at Ralph Lauren Corporation and Tory Burch LLC . The Board has affirmatively determined he is independent under NYSE standards (all directors except the CEO were deemed independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Executive officer (prior role) | Not disclosed | Consumer brand/retail operating expertise |
| Tory Burch LLC | Executive Director (retired prior to Oct 2024) | Prior to Oct 2024 | Consumer insights; product and brand leadership |
| Tiffany & Co. | Director (former) | Not disclosed | Public company governance experience |
| Metro Bank PLC | Director (former) | Not disclosed | Public company governance experience |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| CVS Health Corporation | Executive Chair of the Board | Oct 2024 | Current public company role |
Board Governance
- Committee assignments: Chair, Compensation and Talent Committee; Member, Nominating and Governance Committee; Member, Executive Committee .
- Attendance and engagement: The Board met five times in 2024; all current directors attended at least 75% of scheduled Board and committee meetings; independent directors met in executive session five times; all directors attended the 2024 Annual Meeting .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; independence review included ordinary-course transactions and affiliations; Farah is independent .
- Board commitment policy: Directors active in an executive capacity may sit on no more than two additional public boards; Farah’s current external role plus PGR complies; all directors are compliant .
Fixed Compensation
| Component (2024–2025 Term) | Amount ($) | Notes |
|---|---|---|
| Non-Employee Director | 325,000 | Annual compensation level |
| Compensation & Talent Committee Chair | 30,000 | Additional chair fee |
| Secondary Committee assignment | 15,000 | Additional premium when applicable |
| Executive Committee | 0 | No separate compensation |
| Form of Compensation | — | Directors could elect 100% restricted stock or 60% stock/40% cash; equity vests 4/11/2025 |
| Director Compensation by Year | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 0 | 0 |
| Stock Awards – Grant Date Fair Value ($) | 340,113 | 370,028 |
| Total ($) | 340,113 | 370,028 |
| Grant Date and Price | 5/12/2023 at $133.43 | 5/10/2024 at $215.76; vests 4/11/2025 |
- Election mix: Farah elected 100% equity (no cash), receiving time-based restricted stock aligned with director compensation policy .
- Program change: The Board increased director compensation for the 2024–2025 term (Chair +$45k; non-employee directors +$25k; committee chairs +$5k) based on market review .
Performance Compensation
- Directors at PGR do not receive performance-based pay; compensation consists of cash retainers and time-based restricted stock (with optional deferral), with vesting on service-only conditions .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| CVS Health Corporation | Executive Chair | Not disclosed in PGR proxy |
| Tiffany & Co. (former) | Director | Not disclosed |
| Metro Bank PLC (former) | Director | Not disclosed |
- Committee interlocks: No compensation committee interlocks in 2024 (Farah chaired the Compensation and Talent Committee) .
- Related-party transactions: None exceeding $120,000 identified in 2024; Board reviews/approves any such transactions per Code of Business Conduct and Ethics .
Expertise & Qualifications
- Key skills: Accounting & Finance; Corporate Governance; Leadership/Culture/DEI; Retail/Marketing; Risk Management .
- Value-add: Consumer-focused operating expertise (customer trends, product development, brand management) complements PGR’s insurance perspective .
Equity Ownership
| Metric (as of Jan 31, 2025) | Amount | Notes |
|---|---|---|
| Total Common Shares Beneficially Owned | 110,212 | <1% of outstanding shares |
| Units Equivalent to Common Shares | 34,579 | Deferred equivalents, no voting/investment power |
| Total Interest (Shares + Units) | 144,791 | Sum of beneficial + equivalent units |
| Composition of Beneficial Ownership | 1,715 unvested restricted shares; 108,497 deferred units counted as “beneficially owned” due to distribution rights | |
| Director Ownership Guideline | ≥3× annual director compensation within 5 years; all directors >5yrs tenure satisfied | |
| Hedging/Pledging | Prohibited for directors; no pledges known |
- Deferral mechanisms: Directors may defer restricted stock into the Directors Restricted Stock Deferral Plan (units distributed in common shares) and cash fees into the Directors Deferral Plan (stock unit accounts) .
Governance Assessment
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Alignment: 100% equity election and substantial beneficial/equivalent holdings indicate skin-in-the-game and alignment with shareholders; meets director ownership guidelines .
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Effectiveness: Chairs the Compensation and Talent Committee; participates in Nominating & Governance and Executive Committees, reinforcing oversight across pay, ESG/governance, and interim Board actions .
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Independence & conflicts: Independent under NYSE standards; no related-party transactions; committee interlocks absent. External executive role at CVS Health monitored under Board commitment limits—Board confirms compliance for all directors .
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Attendance: Meets engagement expectations (≥75% attendance; executive sessions held five times), supporting active oversight .
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RED FLAGS: None observed. No pledging/hedging, no related-party transactions, and no attendance shortfalls disclosed .
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Monitoring item: Time commitments as Executive Chair of CVS Health should continue to be assessed against evolving Board workload; current policy compliance mitigates risk .
Overall signal for investor confidence: Strong governance profile (independence, committee leadership, equity-aligned pay), with consumer/brand expertise additive to PGR’s Board skill mix and no disclosed conflicts or red flags .