pgr-20250324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


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THE PROGRESSIVE CORPORATION

(Name of Registrant as Specified In Its Charter)


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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Progressive Corporation (NYSE:PGR) will hold its Annual Meeting of Shareholders on Friday, May 9, 2025, at 10:00 a.m. eastern time. The meeting will be held by online audio webcast only and there will be no physical location for the meeting. Accordingly, you will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions during the meeting via live audio-only webcast by visiting virtualshareholdermeeting.com/PGR2025. To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your proxy card.

At the Annual Meeting, shareholders will be asked to:

1.Elect as directors the 11 nominees identified in the attached Proxy Statement, each to serve for a term of one year;

2.Cast an advisory vote to approve our executive compensation program;

3.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025; and

4.Transact such other business as may properly come before the meeting.

The foregoing items of business are described more fully in the Proxy Statement accompanying this Notice. Only shareholders of record of The Progressive Corporation at the close of business on March 14, 2025, are entitled to receive notice of and to vote at the meeting or any adjournment or postponement of the meeting.

Your vote is important. Whether or not you plan to participate in the meeting via the live audio-only webcast, please vote by Internet or telephone (following the instructions on the enclosed proxy card), or by completing and returning the proxy card in the enclosed postage-paid envelope. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the Proxy Statement’s “Questions and Answers about the Annual Meeting and Voting” section.

By Order of the Board of Directors,

David M. Stringer, Secretary

March 24, 2025

The Proxy Statement and the 2024 Annual Report to Shareholders

are also available at progressiveproxy.com

A MESSAGE FROM THE BOARD OF DIRECTORS

March 24, 2025

To Progressive’s shareholders:

After navigating several years of challenging business conditions, we welcomed 2024 with cautious optimism. We believed Progressive’s deft response to volatility and profitability concerns in 2023 positioned it well for profitable growth in 2024. Our optimism proved well-grounded: The company delivered an appealing mix of product offerings and customer-focused service, yielding a year of profitable growth.

The numbers tell a lot of the story. Year over year, Progressive grew countrywide policies in force and net written premiums by 18% and 21%, respectively. This follows strong growth in 2023, marking exceptional sustained performance. Moreover, both our Personal Lines and Commercial Lines businesses were profitable—no small feat in highly competitive markets and uncertain risk environments. The results are a testament to Progressive’s unwavering commitment to growing as fast as possible while delivering outstanding customer service and earning at least a four percent profit margin.

While my fellow Directors and I were delighted with the company’s results, 2024 was about more than numbers. In a decade filled with change and challenge, obstacles and opportunities, we believe Progressive’s performance has been rooted in the team’s clarity of vision, excellence in execution, and sincerity of culture. We’re confident these strengths, amplified through over 66,300 Progressive employees, will continue to support an enduring, thriving business. It is a joy to watch the Progressive team work together with shared purpose and cultivated resilience.

I encourage you to read more about Progressive’s outstanding performance in 2024 in the most recent letter from Progressive’s Chief Executive Officer, Tricia Griffith, which accompanies our 2024 Annual Report. As always, Tricia’s letter provides a view into Progressive’s unique culture, gives context to its commitments to its stakeholders, and shares details about Progressive’s accomplishments, strategies, and goals.

With regard to stakeholders, the Board recognizes the special role Progressive plays for its customers

and employees during times of need. We saw this firsthand at our October 2024 Board meeting, which commenced the morning after Hurricane Milton made landfall in Florida. Immediately, the Progressive team pivoted to focus on the storm. We received real-time updates as plans were made to mobilize thousands of employees to contact customers and address claims—and to reach out to employees in the storm’s path to check on their safety and offer assistance to those needing help. We saw the urgency of the moment, the concern for everyone’s welfare, and the desire to be there for both customers and employees in need. Ultimately, customers were served, employees were supported, and the company played its perennially vital role in the process of repairing and rebuilding. This is just one example of how Progressive lives up to its brand purpose – coming together as a team to help our customers move forward and live fully.

I could fill pages with commentary on the company’s efforts for other stakeholder groups. For more on that, I invite you to read Progressive’s Corporate Sustainability Report, published this past September. In those pages, you’ll find data and stories that illustrate the driving force of culture at Progressive. The team strives to understand each other’s needs, its customers’ needs, and the overarching need to deliver when it counts, always in the right way.

As a Board, we are ever mindful of the critical role we play in providing oversight and input. To that end, we continue to engage with management regularly on overall business strategy, risk management, and issues relating to people and culture, among many other matters. This includes overseeing both “here and now” risks and strategies and longer-term challenges and opportunities. Each year, we meet with Progressive leaders across various business functions to take deep dives into key company initiatives and to stay informed of business operations, the competitive landscape, and company plans. We so enjoy engaging not only with Progressive’s most senior leaders, but with emerging talent across the organization. We do this both as a full Board and through our committees.

We’re also mindful that strong corporate governance starts with us. My fellow Directors and I ensure we remain committed to strong corporate governance practices, and we engage with the Progressive team through that lens. We ask questions, offer perspectives, and exercise oversight with an eye fixed on long-term shareholder value. In doing so, we find that our varied backgrounds, experiences, and perspectives serve us well and enrich our oversight. It truly is a team made stronger by our differences, which we focus collaboratively on our shared commitment to service to Progressive’s shareholders. We note with sadness the passing of our former colleague and friend, U.S. Navy Rear Admiral (Retired) Danelle Barrett. We miss her insights and her dedicated participation in our work.

Our Annual Meeting this year will be held virtually on May 9, 2025. We encourage you to attend. Even if you don’t plan to attend the meeting, we hope you will review our proxy statement and vote your shares.

On behalf of the Board of Directors, I thank all of Progressive’s over 66,300 employees for their incredible work and commitment during 2024, and I thank you for your ongoing investment in The Progressive Corporation.

/s/ Lawton W. Fitt

Lawton W. Fitt

Chairperson of the Board

THE PROGRESSIVE CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS


General Information Regarding Proxy Materials and the Annual Meeting of Shareholders			1
Proxy Statement Summary			2
Item 1: Election of Directors			11
Nominees for Director			11
Director Nominee Selection Process			11
Director Nominee Highlights			13
Director Nominee Information			14
Vote Required for Election			20
Other Board of Directors Information			21
Board of Directors Independence Determinations			21
Board Leadership Structure			21
Board Risk Oversight			22
Risk Governance			23
Meetings of the Board of Directors and Attendance			24
Meetings of the Non-Management and Independent Directors			24
Board Committees			25
Board Evaluation Process			30
Communications with the Board of Directors			31
Transactions with Related Persons			31
Compensation Committee Interlocks and Insider Participation			31
Equity Ownership Guidelines for Directors			31
Mandatory Director Retirement			31
Report of the Audit Committee			32
Security Ownership of Certain Beneficial Owners and Management			33
Security Ownership of Certain Beneficial Owners			33
Security Ownership of Directors and Executive Officers			34
Compensation Discussion and Analysis			36
Overview			36
Compensation Highlights for 2024			36
Our Executive Compensation Program			38
Elements of Compensation			39
2024 Decisions and Awards			40
Other Elements of Compensation			46
Procedures and Policies			48
Related Considerations			52
Compensation Committee Report			53


Compensation Programs and Risk Management			54
Executive Compensation			55
Summary Compensation Table			55
Grants of Plan-Based Awards			57
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			58
Outstanding Equity Awards at Fiscal Year-End			59
Option Exercises and Stock Vested			61
Nonqualified Deferred Compensation			62
Potential Payments Upon Termination or Change in Control			63
Pay Ratio Disclosure			66
Pay Versus Performance			67
Director Compensation			73
Compensation of Non-Employee Directors At Fiscal Year-End			73
Narrative Disclosure to Director Compensation Table			73
Item 2: Advisory Vote to Approve our Executive Compensation Program			75
Item 3: Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2025			76
Other Independent Registered Public Accounting Firm Information			77
Approval of Audit and Non-Audit Services			77
Independent Registered Public Accounting Firm Fees			77
Other Matters			78
Procedures for Recommendations and Nominations of Directors and Shareholder Proposals			78
Householding			79
Charitable Contributions			80
Solicitation			80
Proxy Voting Matters			80
Insider Trading Policies and Procedures			80
Questions and Answers about the Annual Meeting and Voting			80
Available Information			84

THE PROGRESSIVE CORPORATION

PROXY STATEMENT

GENERAL INFORMATION REGARDING PROXY MATERIALS AND

THE ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors (Board) of The Progressive Corporation (NYSE:PGR) (Progressive or Company) provides this Proxy Statement to you to solicit your proxy to act upon the matters outlined in the accompanying Notice of Annual Meeting of Shareholders, each described in more detail in this document.

The Annual Meeting will take place on Friday, May 9, 2025, at 10:00 a.m. eastern time, via a live audio-only webcast that is available at virtualshareholdermeeting.com/PGR2025. There will be no physical meeting location and the meeting will only be conducted via the live audio-only webcast to allow for greater participation by all of our shareholders, regardless of their geographic location. Your proxy also may be voted at any adjournment or postponement of the meeting.

The proxy card, this Proxy Statement, and Progressive’s 2024 Annual Report to Shareholders will be mailed to shareholders beginning on or about March 24, 2025.

All proxies that are properly completed and submitted over the Internet or by telephone, and all properly

executed written proxies, will be voted at the meeting in accordance with the directions given by the shareholder, unless the shareholder properly revokes their proxy before voting occurs at the meeting. If a shareholder executes and delivers their proxy card without directions on how to vote their shares, then the shares represented by the proxy card will be voted as recommended by the Board.

Only shareholders of record of The Progressive Corporation’s common shares, $1.00 par value, at the close of business on March 14, 2025, the record date, are entitled to receive notice of and to vote at the meeting or any adjournment or postponement of the meeting. Each shareholder on the record date is entitled to one vote for each of our common shares held by the shareholder. On the record date, we had 586,236,114 common shares outstanding.

For additional information regarding the proxy materials and the Annual Meeting, see “Questions and Answers about the Annual Meeting and Voting” in this Proxy Statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS STRONGLY ENCOURAGES YOU TO VOTE YOUR SHARES BY PROXY PRIOR TO THE MEETING. YOUR VOTE IS IMPORTANT. PLEASE FOLLOW THE VOTING INSTRUCTIONS CAREFULLY TO MAKE SURE THAT YOUR SHARES ARE VOTED APPROPRIATELY.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in this Proxy Statement and includes a summary of our 2024 business performance and various business strategies. This summary also discusses our approach to environmental, social, and governance (ESG), human capital management, and stakeholder engagement efforts.

The Proxy Statement Summary does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement and Annual Report to Shareholders carefully before voting. For additional information about how to vote your shares, including voting options and standards, see “Questions and Answers about the Annual Meeting and Voting” in this Proxy Statement.

VOTING MATTERS AND BOARD RECOMMENDATION


Item Number	Voting Matter	Board Recommendation
1	Elect as directors the 11 nominees identified in this Proxy Statement, each to serve for a term of one year	FOR each nominee
2	Cast an advisory vote to approve our executive compensation program	FOR
3	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025	FOR

PROGRESSIVE AT A GLANCE

The Progressive insurance organization has been offering insurance to consumers since 1937. We are the second largest private passenger auto insurer in the U.S., the largest writer of motorcycle insurance, the eleventh largest homeowners insurance carrier, and the number one writer of commercial auto insurance, in each case based on 2023 premiums written.

As our name implies, we were founded on the principle of moving forward, taking new risks, and learning and growing together. As we look to the future, we are grounded in our four cornerstones.

OUR CORE VALUES: Who we are

Progressive’s Core Values—Integrity, Golden Rule, Objectives, Excellence, and Profit—serve as the foundation for our culture. They represent our values, guide our decisions, and define how we conduct our business and interact with others.

•Integrity: We revere honesty and adhere to high ethical standards to gain the trust and confidence of our customers. We value transparency, encourage disclosing bad news, and welcome disagreement.

•Golden Rule: We value and respect our differences, act with kindness and caring, and treat others as they want to be treated.

•Objectives: We set ambitious goals and evaluate our performance by measuring what we achieve and how we achieve it. We’re committed to an inclusive and equitable workplace where rewards and promotion are based on results and ability.

•Excellence: We strive to meet or exceed the expectations of our teammates, customers, partners, and investors by continuously improving and finding new ways to meet their needs.

•Profit: We have a responsibility to ourselves, our customers, agents, and investors to be a profitable and enduring company by offering products and services consumers value.

OUR PURPOSE: Why we’re here

Progressive exists to help people move forward and live fully.

OUR VISION: Where we’re headed

Our Vision is to become consumers’, agents’, and business owners’ #1 destination for insurance and other financial needs.

OUR STRATEGY: How we’ll get there

We will achieve our Vision through four Strategic Pillars: (1) People and Culture; (2) Broad Needs of our Customers; (3) Leading Brand; and (4) Competitive Prices.

2024 BUSINESS PERFORMANCE HIGHLIGHTS

As a property-casualty insurance company offering products throughout the U.S., we have earnings streams from both underwriting activity and investment activity. During 2024, we wrote $74.4 billion of net premiums written, or $12.9 billion more than the prior year, and ended the year with 35 million policies in force, which was an increase of just over 5 million from year-end 2023. Our underwriting profit margin for 2024 was 11.2% (which exceeded our companywide profitability target of at least 4%), or $8.0 billion of pretax underwriting profit, compared to 5.1%, or $3.0 billion, for 2023. The increase in underwriting profit margin over the prior year was primarily driven by the rate increases we took throughout 2023, which increased average earned premiums per policy in 2024, lower loss frequency, and favorable prior-year development, partially offset by increased advertising spend.

Our investment portfolio generated $2.8 billion of recurring investment income earned during 2024, compared to $1.9 billion in 2023. The 50% increase reflected growth in invested assets and an increase in recurring investment book yield. At December 31, 2024, 94% of the total fair value of our portfolio was comprised of fixed-maturity securities. During 2024, the changes in the market value of our fixed-maturity securities, which are a component of comprehensive income, increased $0.2 billion, after tax, due to valuation increases across fixed-maturity sectors, excluding the U.S. Treasury portfolio. For the year ended December 31, 2024, our fully taxable equivalent total return on our investment portfolio was 4.6%.

During 2024, we declared aggregate common share dividends of $4.90 per share, which includes both our annual-variable and quarterly common share dividends of $4.50 per share and $0.10 per share, respectively; repurchased 0.7 million of our outstanding common shares, at an average cost of $201.32 per common share; redeemed all of our outstanding Serial Preferred Shares, Series B, for $500 million in aggregate; and declared and paid aggregate preferred share dividends of $8 million. We ended 2024 with $32.5 billion of total capital and a debt-to-total capital ratio of 21.2%.

Following are a few key performance metrics for 2024:


Net premiums written growth	21	%
Policies in force growth	18	%
Combined ratio	88.8
Underwriting profit margin	11.2	%
Return on average common shareholders’ equity:
Net income	35.5	%
Comprehensive income	36.4	%
Net income	$8.5 billion
Net income per common share	$14.40
Declared common shareholder dividends	$2.9 billion
Repurchased common shares	$0.1 billion

We encourage you to review our Annual Report to Shareholders for additional information on our 2024 performance and our financial results.

NOMINEES FOR DIRECTOR

The Board has nominated 11 directors, each of whom is a current director, with a broad and complementary set of skills, experiences, backgrounds, and perspectives.

Diversity

Skills and Experiences

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance Practices

We are committed to meeting high standards of ethical behavior, corporate governance, and business conduct. Some of our corporate governance practices include:

Effective Structure and Composition

Additional Practices and Policies

Shareholder Rights

✔

Independent, experienced Chairperson

✔

Robust director stock ownership guidelines

✔

Single class voting

✔

Independent committee leadership and strong independent committee membership

✔

Established Board and committee risk oversight practices

✔

Annual election of all directors

✔

A diverse and highly qualified Board

✔

Board technology and cybersecurity oversight

✔

Majority voting in uncontested director elections

✔

Mandatory director retirement policy (no exemptions or waivers within the past three years)

✔

ESG (including climate change) oversight

✔

Proxy access available

✔

Independent directors meet regularly without management

✔

Diversity, equity, and inclusion oversight

✔

No poison pill

✔

Restrictions limiting the number of public company boards on which a director may serve

✔

Talent management oversight

✔

Ongoing director education

✔

Annual Board and committee evaluation process

Board Risk Oversight

The Board is ultimately responsible for overseeing our risk profile and risk management processes. To facilitate these responsibilities, the Board assigns certain risk oversight responsibilities to each of its main committees through each committee’s charter. The committees continue to undertake the increasingly detailed oversight work for which they are responsible, to interact with and oversee management, and to report back significant matters to the full Board. A more detailed discussion of this oversight function is contained in the “Board Risk Oversight” section of this Proxy Statement.

SUSTAINABILITY AND ESG HIGHLIGHTS

Sustainability and ESG initiatives have been an integral part of the company’s business. Our Core Values are a cornerstone of our business and, as such, are the tenets of these initiatives and have evolved naturally as we work to not only grow our business, but also to support our customers, community, and employees.

The Board’s Approach

The Board and its committees oversee the assessment and management of various sustainability and ESG matters. In their oversight role, our directors ask questions, probe our thinking, provide strategic input, and give guidance informed by their diverse skills and experiences. The following chart highlights some of our Board’s involvement with these matters.

Our Sustainability Efforts

At Progressive, we aim to take a forward-looking approach to everything we do, from the products we offer to the way we interact with the world around us. We work to drive sustainable change for our shareholders, employees, independent agents, communities, and the millions of customers who trust us to protect what is important to them. As our efforts evolve with the world around us, we expect to adapt our sustainability reporting.

Our most recent Corporate Sustainability Report was prepared with guidance from the Nominating and Governance Committee, our executive leadership, and various subject matter experts. The report was informed by elements from various reporting frameworks, namely the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosure (TCFD), and includes indices to each of these reporting frameworks. The report provides information regarding our philosophy and practices on a number of topics, including:

To review our most recent Corporate Sustainability Report, including the limited assurance report by an independent third party of our Scope 1 and Scope 2 location-based and market-based greenhouse gas emissions reporting, please visit our sustainability site at progressive.com/sustainability. The report and any other information on the sustainability site are not incorporated by reference in, and do not form part of, this Proxy Statement or any other SEC filing.

HUMAN CAPITAL MANAGEMENT

We believe that our people and our culture remain our most significant competitive advantage, and that having the right people working together in the right way is critical to driving our results, building our enduring business, and creating long-term shareholder value. Our culture is deeply rooted in our Core Values and is the foundation for our human capital management strategies to attract, hire, engage, and retain highly qualified employees.

Our People

We believe that our culture and continued success has enabled us to create a workplace composed of highly talented people across diverse markets and with a broad range of backgrounds and experiences.

Attract and Hire We employ extensive recruiting practices with a goal of developing qualified and deep candidate pools and attracting candidates from both established and new sources. We believe that our recruitment efforts generally have enabled us to present high-potential pools of job candidates to our hiring managers. In turn, we train our hiring managers to identify and avoid unconscious biases they may have during the interview and selection process and the importance of employing individuals with different kinds of experiences and backgrounds. We believe these strategies collectively enhance our applicant pools and contribute to our continued success.

Engage and Retain We understand that engaged employees are more productive, provide better service to our customers, and are more likely to stay with Progressive. Each year, we survey our people to measure their engagement. We use the results, along with other information, to evaluate our human capital strategies and the health of our culture.

Employee retention is an important part of our strategy. Promoting from within is also a key part of our strategy. Many of our leaders, including most executive team members, joined Progressive in a more junior position and advanced to significant leadership positions within the organization. As of December 31, 2024, we had about 66,300 employees. We disclose our consolidated EEO-1 data on our website.

Supporting our People and Culture

We strive to support our employees by providing challenging work experiences, career opportunities, and a culture of learning. We are focused on coaching and development, which we believe promotes greater engagement in our business and improved individual performance.

Training and Development We actively foster a learning culture and offer several leadership development programs, including a program open to employees of all backgrounds with a focus on leading inclusively. Moreover, our career development resource, “Career Central,” encourages employees to take control of their careers through career exploration guides, recorded career journeys, discovery questionnaires to guide employees to roles that match their skills, and more. Available to new and tenured employees, our learning solutions are tailored to both individual contributors and leaders and cover a broad swath of skills and competencies.

ERGs Over a decade ago, our first Employee Resource Groups (ERG) were created to help build communities for our employees. We believe our ERGs, which are each open to all employees at the company, provide spaces for networking, understanding differences, and sharing experiences. Our first ERGs launched in 2007, and 44% of Progressive people belong to at least one of the following ERGs as of December 31, 2024:

•Asian American Network

•Disabilities Awareness Network

•LGBTQ+ Network

•Military Network

•Network for Empowering Women

•Parent Connection

•Progressive African American Network

•Progressive Latin American Networking Association

•Young Professionals Network

Compensation and Benefits As part of employee compensation, nearly all Progressive people participate in our annual cash incentive program, named Gainshare, which rewards the growth and profitability of our insurance businesses. We believe Gainshare contributes to the cooperative and collaborative way we work together and, in part, defines our culture. We also monitor overall pay equity among employees with similar performance, experience, and job responsibilities, and publish the results annually on our website.

Additionally, our employee benefits are intended to be competitive and to support the needs of our people and their families. We invest in physical, emotional, and financial health of Progressive people by providing a broad range of benefits.

Diversity, Equity, and Inclusion

We believe that in order to be consumers’, agents’, and business owners’ number one destination for insurance and other financial needs, we need to anticipate and understand the needs of our customers. Therefore, we aspire to take full advantage of the rich diversity of our employees’ unique backgrounds, experiences, skills, talents, and perspectives. Our diversity, equity, and inclusion efforts are overseen by our Compensation and Talent Committee on behalf of the entire Board.

For Progressive, our inclusive workplace philosophy is not represented by just a program, initiative, or singular goal. We take a holistic approach guided by four primary objectives, which have been in place for several years:

•to maintain a fair and inclusive work environment;

•to reflect the customers we serve;

•for our leaders to reflect the people they lead; and

•to contribute to our communities.

We challenge ourselves to reach far and wide to attract highly qualified and deep applicant pools when recruiting opportunities arise, and to invest broadly in developing our internal talent.

We’re committed to creating an environment where all our people feel welcomed, valued, and respected, and we integrate this commitment into our workplace. This includes hosting regular IQ Inclusion QuarterlySM events which feature a series of speakers, discussion groups, and storytelling focused on themes such as embracing vulnerability and increasing collaboration.

Moreover, we support efforts to contribute to our communities, through our Keys to Progress® programs (which provide vehicles to veterans and veteran-focused organizations), and by supporting programs which furnish homes for individuals emerging from homelessness, our various education and engagement efforts, and our financial contributions to various community organizations.

For over 20 years, we also have contributed to The Progressive Insurance Foundation (Foundation). Through the Name Your Cause® program, each employee can recommend an eligible charity to receive a fixed

amount of the Foundation’s charitable giving without requiring the employee to make an out-of-pocket donation. This is the Foundation’s way of supporting causes and reaching communities across the country where our people, and our customers, live and work. Since 2020, Progressive has also contributed, either directly or through the Foundation, to national charitable organizations identified by our ERGs.

See “Compensation Discussion and Analysis – Elements of Compensation – The Role of Diversity, Equity, and Inclusion” for more information.

EXECUTIVE COMPENSATION HIGHLIGHTS

We believe that our executive compensation program has been a critical component of our strong operating results and, in turn, shareholder returns in recent years. We generally provide base salary to our executives near or below the market median and provide a significant percentage of total compensation in the form of performance-based equity awards that provide upside potential when we perform well against pre-established and objective measures that we believe correlate to shareholder value. In furtherance of our long-standing goal to grow as fast as we can at a 96 or better combined ratio while continuing to deliver high-quality customer service, we use the combined ratio as a performance measure in several compensation elements.

We believe that the overall structure of our executive compensation program supports a strong pay-for-performance linkage and aligns the interests of our executives with those of our shareholders. For example, during the past five years:

•We grew faster than the markets for the insurance business lines we measure, resulting in the related vesting of the performance-based restricted stock unit awards above target;

•We achieved long-term fixed-income portfolio returns in line with our benchmark group, resulting in the vesting of the performance-based restricted stock unit awards that reflect our investment results near target; and

•Our annual Gainshare program payout has ranged from 86% to 192% of target, with an average of 159% of target, based on the growth in average policies in force and profitability of our insurance businesses (for 2024, it paid out at 178% of target).

Our executive compensation program is overseen by the Compensation and Talent Committee of the Board. The Committee’s decisions are made after considering third-party compensation data for comparable companies, internal analyses, and recommendations presented by management. The executive compensation decisions for executive officers generally represent the culmination of

extensive analysis and discussion, which typically take place over the course of multiple committee meetings and in meetings between the committee and management, including our CEO, our Chief Human Resources Officer, members of our compensation and law departments, and sometimes compensation consultants.

Our executive compensation program has a number of important structural features and guiding policies. Below are the executive compensation practices we follow:


What We DO Have
✔			Independent Compensation and Talent Committee that establishes compensation for executive officers

✔			Heavy weighting of at-risk “pay-for-performance” compensation

✔			Typically below market base salary with opportunity to exceed median with strong performance

✔			Stock ownership guidelines
✔			Clawback/forfeiture provisions (including restatements and reputational harm) and a separate Dodd-Frank Clawback Policy

✔			Leadership job objectives for each executive officer aimed at fostering an inclusive workplace, which factors into setting overall annual target compensation


What We DON’T Have
✘			Employment agreements

✘			Guaranteed salary increases or bonuses

✘			Hedging/pledging of our stock

✘			“Timing” of equity awards

✘			Single-trigger change in control benefits

✘			Pension plan or supplemental retirement benefits provided to executives

STAKEHOLDER ENGAGEMENT

We seek to provide transparency into our business, our performance, our strategic priorities, our governance practices, and how our Core Values guide our decisions and support our culture. We share information with our stakeholders in a variety of ways, including monthly earnings releases, quarterly investor calls, annual shareholder meetings, quarterly letters from our CEO, and annual letters from our Chairperson of the Board.

We recognize the value in maintaining open lines of communication with our stakeholders and engage with our stakeholders throughout the year to:

•provide visibility and transparency into our business, our performance, and our corporate governance, ESG, and compensation practices;

•discuss with our investors the issues that are important to them, hear their expectations for us, and share our views; and

•assess emerging issues that may affect our business, inform our decision making, and enhance our corporate disclosures.

ITEM 1: ELECTION OF DIRECTORS

Our Code of Regulations establishes the number of directors at no fewer than five and no more than 13. The number of directors has been fixed at 11, and there are currently 11 directors on the Board. As stated in our Corporate Governance Guidelines, the Board may change the size of the Board from time to time depending on its needs and the availability of qualified candidates. In this proposal, we are asking shareholders to elect as directors the 11 nominees named below.

Each director elected will serve a one-year term and until their successor is duly elected. If, by reason of death or other unexpected occurrence, any one or more of the nominees named below is not available for election, the proxies will be voted for substitute nominee(s), if any, as the Board may propose. In the alternative, the Board may decide to reduce the size of the Board prior to the 2025 Annual Meeting or fill the vacancy at a later date. (The deadlines for shareholders to nominate one or more individuals for election to the Board at the Annual Meeting have passed.)

NOMINEES FOR DIRECTOR

Based upon a recommendation from the Board’s Nominating and Governance Committee, the Board has nominated the following persons for election to the Board:

•Philip Bleser

•Stuart B. Burgdoerfer

•Pamela J. Craig

•Charles A. Davis

•Roger N. Farah

•Lawton W. Fitt

•Susan Patricia Griffith

•Devin C. Johnson

•Jeffrey D. Kelly

•Barbara R. Snyder

•Kahina Van Dyke

Information regarding the nominees can be found below under “– Director Nominee Highlights” and “ – Director Nominee Information.”

The Board of Directors recommends that you vote FOR the election of each nominee.

DIRECTOR NOMINEE SELECTION PROCESS

The Board is responsible for recommending director candidates for election by the shareholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Governance Committee, which identifies, evaluates, and recruits highly qualified

director candidates and recommends them to the Board.

Qualifications, Experiences, and Skills

The Nominating and Governance Committee evaluates each director candidate individually when considering whether the candidate should be nominated to serve on the Board. The committee will give due consideration to factors deemed relevant by the committee or the Board, including whether the candidate possesses the general qualities required to serve successfully as a director, including: intelligence, thoughtfulness, diligence, judgment, character, and commitment.

The committee reviews the candidate’s relevant experiences, the extent of their demonstrated excellence and success in their chosen career, and the specific attributes, skills, talents, or knowledge the candidate would be expected to add to the Board.

In addition to the qualifications that each director nominee must have, the Board believes that one or more of its Board members should possess the following experiences and expertise because of their particular relevance to the company’s business, strategy, and structure. These experiences and expertise were considered by the committee in connection with this year’s director nomination process:

•Accounting & Finance

•Corporate Governance

•Highly Regulated Businesses

•Insurance or Financial Services

•Investment & Capital Management

•Leadership, Culture, or Diversity, Equity, and Inclusion (DEI)

•Retail or Marketing

•Risk Management

•Technology or Cybersecurity

The committee also considers the company’s and the Board’s needs, the qualifications of other available candidates, and how the addition of the candidate to, or the continued service on, the Board would enhance the Board’s overall diversity and capabilities.

Diversity

The Board’s policy is to include individuals with a wide variety of tenure, talents, skills, experiences, and perspectives, in addition to considering demographic criteria such as race, ethnicity, sexual orientation, gender, nationality, age, and disability, whenever possible. The directors believe that such diversity provides the Board with broader perspectives, a wide array of thoughts and ideas, and insight into the views and priorities of our diverse

investor, customer, independent agent, and employee bases.

The committee’s work in recruiting new members will continue to reflect their commitment to achieve such diversity. To evaluate a candidate’s impact on the diversity of the Board, the committee considers how distinct the candidate’s background, experiences, skills, and personal characteristics are from those of the incumbent directors and whether the candidate would bring a unique perspective to the Board. The committee assesses the effectiveness of its practices for consideration of diversity in nominating director candidates by periodically analyzing the diversity of the Board as a whole and, based on that analysis, determining whether it may be desirable to add to the Board a director with a certain type of background, talent, experience, personal characteristic, skill, or a combination thereof.

Other Public Company Board Commitments

The Board expects that each director will devote sufficient time and effort as necessary to serve as a director and as a member of the Board’s committee(s) to which the director may be assigned.

Therefore, in accordance with our Corporate Governance Guidelines:

•directors that are actively involved in an executive capacity with the company or another publicly held company can sit on no more than two public companies’ boards in addition to the company (excluding subsidiaries or companies in which the director’s employer holds an investment); and

•directors that are not actively involved in management of the company or another company (including a non-executive board chairperson) can sit on no more than four public companies’ boards in addition to the company.

Director commitment levels, including public company board leadership positions, are reviewed at least annually to confirm that each director has sufficient time to perform their duties. All directors are compliant with this expectation at this time.

DIRECTOR NOMINEE HIGHLIGHTS

Director Nominee Diversity

The nominees include a diverse mix of directors.

Director Nominee Experiences, Qualifications, Attributes, and Skills

The Board believes that it is desirable that the following experiences, qualifications, attributes, and skills be possessed by one or more of its Board members because of their particular relevance to the company’s business and structure, and these were all considered by the Nominating and Governance Committee in connection with this year’s director nomination process:

SEC Form DEF 14A filed by Progressive Corporation