Susan Patricia Griffith
PROGRESSIVE CORP/OH/About Susan Patricia Griffith
Susan Patricia “Tricia” Griffith (age 60) is President and Chief Executive Officer of The Progressive Corporation and a director since 2016; she joined Progressive in 1988 and became CEO in 2016, having held senior roles across HR, Claims, Customer Operations, and Personal Lines COO, which provides deep enterprise operating experience . Under her leadership, Progressive delivered 2024 net premiums written of $74.4B (+$12.9B YoY) with an 88.8 combined ratio (11.2% underwriting margin), $8.5B net income, and 35M policies in force (+~5M YoY) while recurring investment income rose to $2.8B . Over the last five years, cumulative TSR rose to $370 on a $100 base, outpacing the S&P 500 P/C peer group ($222), with 2024 net income of $8.5B and a combined ratio of 88.8 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Progressive Corporation | CEO; previously CHRO; Claims Group President; President, Customer Operations; Personal Lines COO | CEO since 2016; prior years not disclosed | End-to-end operating leadership across claims, distribution/contact centers, CX/systems, and Personal Lines; continuity as long-tenured operator |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FedEx Corporation | Director (public company) | Not disclosed | Adds large-scale logistics and regulated industry governance experience |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 950,000 | |
| 2023 | 994,231 | |
| 2024 | 1,044,231 | 2024 salary rate set at $1,050,000 (+5.0%) |
| 2025 (approved) | — | Committee approved a 4.8% salary increase for 2025 (amount not itemized in SCT) |
- Program structure: Progressive targets base salary at or below market median with heavier reliance on performance-linked equity and incentives .
Performance Compensation
Annual Cash (Gainshare) – 2024 Design and Outcome
| Item | Detail |
|---|---|
| Target | 2.5x salary |
| Performance factor range | 0.00 – 2.00 |
| 2024 result | Company Gainshare Factor = 1.78 (weighted across business units) |
| 2024 payout (SCT) | $4,646,827 |
2024 business unit performance (driving 1.78 factor):
| Business Unit | Combined Ratio | Policies in Force Growth | Performance Score | Weight | Weighted Score |
|---|---|---|---|---|---|
| Agency auto | 86.1 | 9% | 2.00 | 33.99% | 0.68 |
| Direct auto | 89.7 | 15% | 2.00 | 42.83% | 0.86 |
| Special lines | — | 8% | 2.00 | 4.24% | 0.08 |
| Property – growth | 98.3 (segment) | 7% | 0.00 | 1.91% | 0.00 |
| Property – limited | — | — | 0.00 | 1.94% | 0.00 |
| Commercial Lines | 89.4 | <1% | 1.03 | 15.09% | 0.16 |
| Gainshare Factor | 100% | 1.78 |
- Shareholders approved the executive compensation program (Say‑on‑pay) with 95% support in 2024 .
Long‑Term Equity – 2024 Grants and Metric Design
| Award | Grant detail | Vesting / Term | Performance metrics |
|---|---|---|---|
| Time‑based RSUs | 5,110 units; grant-date fair value $1,050,054 (price $205.49) | 1/2027, 1/2028, 1/2029 (three equal tranches) | Service-based only |
| Performance RSUs – Insurance operating results (“Performance vs Market”) | Target 45,988 units; max 114,970; grant-date fair value $9,450,074 | 3-year period 2024–2026; profitability “gate” of 96 combined ratio over latest 12 months; vesting 0–250% by outgrowth vs market; expires 1/31/2029 | |
| Performance RSUs – Investment results | Additional 5,110 target units tied to fixed-income portfolio FTE total return vs benchmark; 0–250% vest; 3-year period 2024–2026; expires 3/15/2027 |
Performance calibrations (key specifics):
- Insurance PSUs target outgrowth vs market by 2 percentage points (max at 3.5 p.p.); profitability requirement at 96 combined ratio .
- Investment PSUs pay 0–2.5x based on percentile ranking (25th=0x; 50th=1x; 75th=2x; 90th=2.5x) versus a benchmark group, using FTE total return for fixed income .
2024 equity mix and leverage for CEO:
- Time-based equity = 1.0x salary; Performance-based equity = 9.0x salary at target (8.0x insurance + 1.0x investment); Annual cash incentive = 2.5x salary target .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 950,000 | 994,231 | 1,044,231 |
| Stock Awards ($, grant-date FV) | 9,500,203 | 10,000,106 | 10,500,128 |
| Non‑Equity Incentive ($) | 2,042,501 | 4,424,327 | 4,646,827 |
| All Other Comp ($) | 256,122 | 217,954 | 186,328 |
| Total ($) | 12,748,826 | 15,636,618 | 16,377,514 |
Perquisites 2024 highlights: personal aircraft use incremental cost $168,041; company vehicle personal use $6,287; 401(k) match $12,000 .
Equity Ownership & Alignment
| Ownership detail (as of Jan 31, 2025) | Amount |
|---|---|
| Common shares beneficially owned | 565,048 shares (<1% of outstanding) |
| Units equivalent to common shares (plan/RSU credits) | 41,526 units |
| Total interest (shares + equivalents) | 606,574 |
| Breakdown includes: spouse/trust holdings | 56,452 (trust) + 19,108 (spouse) included in total |
Unvested and outstanding awards at 12/31/2024:
- Time‑based RSUs not vested: 68,057 units ($16.31M at $239.61) .
- Performance‑based RSUs unearned: 400,144 units ($95.88M at $239.61) across 2022–2024 grants (mix of insurance and investment PSUs) .
Scheduled time‑based RSU vesting (units):
| Date | Units |
|---|---|
| 1/1/2025 | 15,373 |
| 1/21/2025 | 19,613 |
| 1/20/2026 | 22,030 |
| 1/19/2027 | 12,899 |
| 1/18/2028 | 4,123 |
| 1/16/2029 | 1,705 |
Ownership guidelines and risk controls:
- CEO ownership guideline: 6x salary; status: 115x salary (excludes unvested awards), exceeding requirement .
- Hedging/derivative transactions and pledging of Progressive stock are prohibited for executives and directors .
- 2024 vested stock realized: 204,728 shares; value realized $43.11M (reflecting performance factors and stock appreciation) .
Deferred compensation (EDCP):
- CEO EDCP aggregate balance at 12/31/2024: $1,508,335; 2024 aggregate earnings $217,199; no company contributions .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | None (no CEO employment contract) |
| Severance (ESAP) | 3x base salary; up to 18 months medical/dental/vision at employee rates; outplacement (~$13k); excludes incentives/equity from severance base |
| Change‑in‑control | Double‑trigger under equity plans; if awards not assumed, they vest pre‑CIC; if assumed, vest on qualifying termination within 24 months (performance awards at higher of target or performance through date, if determinable) |
| Equity acceleration on death/disability | Time-based 100%; performance-based at target if death/disability before period end; otherwise vest per achieved performance |
| Non‑compete | One year post-termination tied to equity awards |
| Clawbacks | Dodd‑Frank policy plus broader recoupment including reputational harm; restatement-based recovery; no tax gross‑ups except limited programs applied company‑wide (e.g., relocation) |
| Pensions/SERP | None (no pension or supplemental retirement benefits) |
Board Governance and Director Service
- Board seat: Director since 2016; only management director—Board determined all other directors independent; CEO is non‑independent by role .
- Board leadership: Independent Chair (Lawton W. Fitt) since 2018; independent directors meet in executive session (five times in 2024) .
- Committee roles: Chairs the Executive Committee; not listed as a member of Audit, Compensation & Talent, Investment & Capital, Nominating & Governance, or Technology .
- Meetings/attendance: Board held five meetings in 2024; all current directors attended at least 75% of their scheduled Board/committee meetings .
- Director compensation: Only non‑employee directors receive director retainers/equity; director comp tables exclude the CEO .
Dual‑role implications:
- Progressive separates the Chair and CEO roles, mitigating concentration of power; independent committee leadership and regular independent sessions further support governance independence .
Compensation Committee Analysis and Peer Benchmarking
- Committee composition: Compensation & Talent Committee members (all independent): Roger N. Farah (Chair), Pamela J. Craig, Barbara R. Snyder; 6 meetings; oversight includes DEI and Dodd‑Frank clawback policy administration .
- Consultants: Semler Brossy advised the committee on executive and director comp; Pay Governance LLC and survey sources used for market data; no interlocks reported .
- Peer/market approach: Blended insurance/financial services proxy peer set (e.g., AIG, Chubb, Travelers, Allstate, MetLife, Elevance, Humana, large banks/card issuers) plus survey data by revenue scope; base salary targeted at/below median with high at‑risk mix .
- Pay‑for‑performance: CEO salary below median; total comp can exceed median only with strong multi‑year performance; at 1.0x performance factors, 2024 CEO comp would be just below 25th percentile; above 75th percentile only if maximum performance achieved .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 95% approval at 2024 AGM; committee made no structural changes for 2025 in response to broad support .
- Ongoing engagement: Multi‑channel investor communications (monthly results, quarterly calls, annual meetings, annual CEO/Chair letters) and governance/ESG discussions with investors .
Performance & Track Record
| Year | CEO “Compensation Actually Paid” ($) | Net Income ($B) | Combined Ratio | Progressive TSR (Value of $100) | S&P 500 P/C TSR (Value of $100) |
|---|---|---|---|---|---|
| 2020 | 52,840,789 | 5.7 | 87.7 | 141.38 | 106.33 |
| 2021 | 26,403,691 | 3.4 | 95.3 | 156.68 | 124.95 |
| 2022 | 48,474,661 | 0.7 | 95.8 | 198.67 | 148.53 |
| 2023 | 49,003,116 | 3.9 | 94.9 | 244.66 | 164.49 |
| 2024 | 61,138,966 | 8.5 | 88.8 | 370.40 | 222.44 |
2024 business performance: net premiums written $74.4B; ~5M increase in PIF to 35M; underwriting margin 11.2%; recurring investment income $2.8B .
Related‑Party Transactions and Risk Indicators
- Related‑party transactions: None reportable over $120,000 in 2024 (ordinary‑course insurance activities excluded) .
- Hedging/pledging: Prohibited for executives and directors .
- Clawbacks: Dodd‑Frank and broader recoupment policies (including reputational harm) in place .
Board Service, Committees, Independence (Director‑Specific)
| Item | Detail |
|---|---|
| Board tenure | Director since 2016 |
| Independence | Not independent (executive officer) |
| Committee roles | Chair, Executive Committee |
| Chair/CEO split | Independent Chair (Lawton W. Fitt) since 2018; independent executive sessions (5x in 2024) |
| Attendance | Board met 5 times; all directors ≥75% attendance |
Equity Award Vesting and Potential Supply Cues
- Upcoming service‑based vesting dates are staged annually from 2025–2029 (table above), creating periodic potential liquidity events as shares deliver and any tax‑related dispositions may occur; large performance‑based cohorts remain unvested and depend on multi‑year results and profitability gate (min 96 combined ratio) .
- Pledging is prohibited and the company bans hedging, reducing alignment risk; CEO exceeds ownership guideline materially (115x salary), indicating substantial long‑term alignment .
Investment Implications
- Pay-for-performance is tightly linked to underwriting profitability and market share outgrowth, with a hard profitability gate and high variable pay mix (9x salary target in PSUs; 2.5x cash target), aligning CEO incentives with margin discipline and profitable growth—a positive for shareholders in a cyclical P&C rate environment .
- Significant unvested performance-based equity (400k+ units at 12/31/24) and scheduled time-based tranches create known future delivery points; while actual selling is unknown, vesting calendars can create episodic supply considerations near vest dates .
- Governance mitigants (independent Chair, strong committee independence, clawbacks, anti‑hedging/pledging, no tax gross‑ups or single‑trigger CIC, no employment agreement) reduce governance and entrenchment risk—supportive for long‑term owners .
- Execution record in 2024 (11.2% underwriting margin, strong NPW/PIF growth) and 5‑year TSR outperformance versus P&C peers signal sustained operating excellence; compensation outcomes scale with those results, reinforcing incentive alignment but also magnifying realized equity when shares appreciate, as evidenced by 2024 vest outcomes .