Stuart B. Burgdoerfer
PROGRESSIVE CORP/OH/About Stuart B. Burgdoerfer
Independent director of The Progressive Corporation since 2009; age 61. Retired EVP & CFO of L Brands (Apr 2007–Aug 2021) and interim CEO of Victoria’s Secret (VS NewCo) (May 2020–Feb 2021). Earlier career includes CPA at Deloitte, financial leadership at Pizza Hut (PepsiCo/YUM), and SVP Finance at The Home Depot; brings deep audit, finance, retail, and risk management expertise. Currently a director at Arhaus, Inc. and a trustee of Spelman College; deemed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Brands, Inc. | EVP & CFO | Apr 2007–Aug 2021 | Senior financial leadership; capital allocation, governance |
| VS NewCo (Victoria’s Secret) | Interim CEO | May 2020–Feb 2021 | Expanded executive responsibilities at global retail subsidiary |
| Deloitte | CPA | Not disclosed | Audit training; financial controls (CPA credential) |
| Pizza Hut (PepsiCo/YUM) | Financial leadership | Not disclosed | Financial/operational roles in consumer brand |
| The Home Depot | SVP Finance | Not disclosed | Corporate finance leadership at scale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arhaus, Inc. | Director | Current | Public company board; audit/financial experience |
| Spelman College | Board of Trustees | Current | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair and Audit Committee Financial Expert; member, Technology Committee .
- Independence: Board determined all directors except the CEO are independent; Audit members meet additional independence requirements .
- Attendance: Board held 5 meetings in 2024; all current directors attended at least 75% of scheduled Board and committee meetings; Annual Meeting was attended by all directors .
- Executive sessions: Non-management directors met in executive session 5 times in 2024, coinciding with independent director meetings .
- Risk oversight: Audit Committee oversees ERM; Technology Committee oversees cybersecurity; risk allocation reviewed annually by Nominating & Governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (FY 2024) | $152,000 | Earned on April 11, 2025 if director continues through that date |
| Director compensation schedule (2024–2025 term) | ||
| Chairperson of the Board | $565,000 | Includes committee chair and secondary assignment premiums |
| Non-Employee Director | $325,000 | Base annual compensation |
| Committee Chair premiums | Audit $40,000; Comp & Talent $30,000; Investment & Capital $30,000; Nominating & Governance $25,000; Technology $30,000 | Approved increases in May 2024 (+$5,000 for Chairs) |
| Other premiums | Audit Committee members $10,000; Secondary committee assignment $15,000 | No extra for Executive Committee |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Directors Equity Plan) | May 10, 2024 | 1,057 | $228,058 | Vests Apr 11, 2025 if serving as director | None (time-based vesting only) |
| Cash vs equity mix option | 2024–2025 term | — | — | Cash paid and restricted stock vest on Apr 11, 2025 | Directors could elect 100% equity or 60% equity/40% cash |
Other Directorships & Interlocks
| Company | Role | Current/Former | Notes |
|---|---|---|---|
| Arhaus, Inc. | Director | Current | Public company; retail sector |
| Other public boards | — | Former: None | As of Mar 18, 2025 |
| Compensation committee interlocks | — | None | No interlocks in 2024 |
Expertise & Qualifications
- Skills: Accounting & Finance; Corporate Governance; Investment & Capital Management; Leadership/Culture/DEI; Retail/Marketing; Risk Management .
- Audit acumen: Board classifies him as an Audit Committee Financial Expert per SEC rules .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total Common Shares Beneficially Owned | 15,107 | <1% of outstanding |
| Unvested restricted stock (directors plan) | 1,057 | Voting rights, no investment power during restriction period |
| Units equivalent to common shares | — | No director deferral units reported |
| Other common shares | 14,050 | Includes 11 shares held by spouse |
| Ownership guidelines compliance | Meets requirement | Directors with >5 years service must hold ≥3x annual compensation; all such directors complied as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness: As Audit Chair and SEC-defined Financial Expert, Burgdoerfer leads oversight of financial reporting integrity, ERM, auditor independence, and internal controls (Audit held 9 meetings in 2024), supporting investor confidence .
- Independence and engagement: Independent status, strong attendance across Board and committees, and participation in 5 executive sessions indicate active oversight and challenge of management .
- Alignment: Director pay includes meaningful equity via restricted stock; Progressive enforces robust director stock ownership guidelines (≥3x annual compensation) and prohibits hedging/pledging, enhancing alignment and risk discipline .
- Conflicts/related-party exposure: No related person transactions over $120,000 in 2024; no compensation committee interlocks; charitable contributions policy avoids director-affiliated conflicts; no disclosed red flags .
- ESG/technology oversight: Participation on Technology Committee adds oversight of cybersecurity, AI/technology strategy—material to underwriting and operational resiliency .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or director pay anomalies; mandatory retirement at 80 mitigates tenure-related entrenchment risk (Burgdoerfer is 61) .