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 12, and there are currently 12 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 12 nominees named below.

NOMINEES FOR DIRECTOR

The Board has nominated 12 directors, each of whom is a current director, with a broad and complementary set of skills, experiences, backgrounds, and perspectives.

Diversity

Skills and Experiences Skills and Experiences (240228).jpg

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/cybersecurity expertise and oversight

✔

Majority voting in uncontested director elections

✔

Five new directors in the last six years (including four current directors), four of whom are women and two of whom are ethnically diverse

✔

ESG (including climate change) oversight and reporting

✔

Proxy access available

✔

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

✔

Diversity, equity, and inclusion (DEI) oversight and reporting

✔

No poison pill

✔

Independent directors meet regularly without management

✔

Ongoing director education

✔

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

✔

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.

Board Risk Allocation Oversight (240301).jpg

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, please visit our sustainability site at investors.progressive.com/sustainability-reports. 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.


Spotlight on Environmental Stewardship
We continue to make increasing efforts to reduce carbon emissions and operate efficiently in all aspects of our business. We report our environmental efforts to inform our stakeholders of the efforts we are making, the initiatives and steps taken, and the forward movement on our commitments. We continue to advance our environmental stewardship efforts by seeking investments in green energy usage for our facilities, exploring opportunities to shift toward a lower-emissions vehicle fleet, and reducing paper correspondence with our customers. We believe that if we can yield positive environmental results from our business operations, we can create a sustainable business in line with our Core Values. As we look forward to the future, we are excited to continue to be responsible environmental stewards. We have an aspirational goal of carbon neutrality by the end of 2025 for Scopes 1 and 2, which we believe will help set the path to net-zero in the following decade. To enhance our accountability, we engaged an independent third party to provide limited assurance on our Scope 1 and Scope 2 location-based greenhouse gas emissions reporting.

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 comprised 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 diverse and high-potential pools of job candidates to our hiring managers. In turn, we train our hiring managers about identifying and avoiding 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 current executive team members, joined Progressive in a more junior position and advanced to significant leadership positions within the organization.

Demographic Data We publish employee and manager demographic information on our website and update this data on an annual basis. We also disclose our consolidated EEO-1 data online.

As of December 31, 2023, we had about 61,400 employees, of which 60% were women and 41% were people of color. We also had about 1,100 senior leaders, of whom 40% were women and 18% were people of color.

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 DevelopmentWe actively foster a learning culture and offer several leadership development programs, including our Multicultural Leadership Development Program. Moreover, our personal development strategy, “Career Central,” encourages employees to take control of their careers through team-building exercises, coaching techniques, and communication strategies. 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 (ERGs) were created to help build communities for our employees with common backgrounds, life experiences, interests, or professional goals. We believe that our ERGs support the creation of a space for networking, understanding differences, and sharing experiences. In the time since their inception, our nine ERGs have grown in both influence and size with 44% of Progressive people belonging to at least one of the following ERGs as of December 31, 2023:

•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 measures 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 DEI 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. For example, during 2023, we expanded

our benefits for entry level employees to include a lower-cost health insurance plan which retains the same level of benefits as comparable regular-priced plans.

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 seek to be diverse in our employee demographics, experiences, and perspectives.

Our commitment to diversity starts at the top with our highly skilled and diverse Board, as discussed above. We are one of the few public companies with a female Chief Executive Officer (CEO), as well as a female independent Board Chairperson. Our DEI efforts are overseen by our Compensation and Talent Committee on behalf of the entire Board, and those efforts are implemented at all levels of the organization.

For Progressive, DEI is not just a program, initiative, or singular goal. We take a holistic approach to DEI 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

•To contribute to our communities

A few years ago, for instance, we introduced an ambitious aspiration to double the representation of people of color in senior leadership from 10% to 20% by the end of 2025. We set this aspiration to challenge ourselves to reach far and wide to attract diverse, highly qualified applicant pools when recruiting opportunities arose, to invest broadly in developing our internal talent, and to help measure the success of these efforts. During 2023, representation of people of color in senior leadership increased from 17% to 18%.

We’re committed to creating an environment where all our people feel welcomed, valued, and respected, and we integrate DEI into our workplace. This includes hosting regular Inclusion Quarterly events which feature a series of speakers, discussion groups, and storytelling focused on the themes of diversity, equity, and inclusion. We also have DEI leadership job objectives for our executive team and managers aimed at fostering a diverse and inclusive workplace.

Moreover, we support efforts to contribute to our communities, through our Keys to Progress® programs (which include providing vehicles to veterans and furnishing 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 have also contributed to The Progressive Insurance Foundation, which provided matching funds to eligible 501(c)(3) charitable organizations to which employees contributed. To more broadly represent our employees and their communities, in 2020, The Progressive Insurance Foundation began funding national charitable organizations identified by our ERGs. Beginning in mid-2022, in lieu of matching funds and 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 more causes and reaching more communities across the country where Progressive’s people, and its customers, live and work.

We know we still have much more work to do, but we are committed to these efforts. To learn more visit our DEI site at progressive.com/about/diversity-and-inclusion. The information on the DEI site is not incorporated by reference in, and does not form part of, this Proxy Statement or any other SEC filing.

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 target compensation to our executives at or below the market median, with performance-based compensation providing upside potential when we perform well against pre-established and objective measures. In addition, we provide a significant percentage of total compensation to executives in the form of performance-based equity awards. 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 above-market longer-term fixed-income portfolio performance, resulting in the vesting of the performance-based restricted stock unit awards that reflect our investment results above target; and

•Our Gainshare program paid out an average of 162% of target based on the growth in average policies in force and profitability of our insurance businesses (for 2023, 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

✔			DEI-related goal embedded into each executive officer’s job objectives, 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

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 2024 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 of whom 11 are current directors and one is a new nominee:~~Board:

•Danelle M. Barrett

•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, ~~judgement,~~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/Financial Services

•Investment & Capital Management

•~~Leadership~~Leadership/Culture/DEI

•Retail/Marketing

•Risk Management

•Technology/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 the impact of the addition of a

candidate 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.

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DIRECTOR NOMINEE HIGHLIGHTS

Director Nominee Diversity

We are one of a few companies in the Fortune 500 with a female CEO, as well as a female independent Board chairperson. 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:

Accounting & Finance

Corporate Governance

Highly Regulated Businesses

Insurance/ Financial Services

Investment & Capital Management

~~Leadership~~Leadership/ Culture/DEI

Retail/Marketing

Risk Management

Technology/Cybersecurity

Danelle M. Barrett

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

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DIRECTOR NOMINEE INFORMATION

The following information is provided for each nominee and includes descriptions of each nominee’s specific experience, qualifications, attributes, and skills that led the Nominating and Governance Committee and the Board to conclude that the nominee should serve on the Board. Unless otherwise indicated, each nominee has held the principal occupation indicated for more than five years. Current directorships and former directorships (held during the last five years) at other public companies are also shown. The term of each current director expires at the Annual Meeting.


Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Danelle M. Barrett ~~(55)~~(56) Director since: ~~Not Applicable~~2023	U.S. Navy, Rear Admiral, Retired; Cybersecurity Division Director and Deputy Chief Information Officer (military) ~~Danelle M. Barrett has been nominated to serve as one of our directors.~~ Prior to retiring, Rear Admiral Barrett served in ~~Navy~~ leadership positions with the U.S. Navy for 30 years. She most recently served as the Navy Cybersecurity Division Director and Deputy Chief Information Officer on the Chief of Naval Operations staff from 2017 to ~~2019, where~~2019. In this role, she led the U.S. Navy’s strategic development and execution of digital and cybersecurity efforts, including key enterprise information technology modernization improvements to enhance warfighting and business operations. Rear Admiral Barrett also held several prior leadership positions, including Director of Current Operations at the U.S. Cyber Command and the Chief of Staff at the Navy Information Forces Command. She received her commission as an officer from the U.S. Naval Reserve Officer Training Corps. ~~In addition to holding a M.A.~~She has several advanced degrees in ~~National Security Strategic Studies from the U.S. Naval War College, she also holds a M.S. in Information Management~~national security strategic studies, information management, and ~~two additional M.A.s in Management and Human Resource Development.~~human capital management, among others. In addition to her current and past service as a director of two public companies, including serving as a member of their compensation and governance committees, Rear Admiral Barrett brings to the Board extensive leadership and operational experiences in complex cybersecurity matters, digital modernization and innovation, information technology systems, technology risk management, and strategic assessment, planning, and implementation.	Current ShoulderUp Technology Acquisition Corp Former KVH Industries, Inc.

	Key Skills: Corporate Governance Highly Regulated Businesses ~~Leadership~~Leadership/Culture/DEI Risk Management Technology/Cybersecurity

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Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Philip Bleser ~~(68)~~(69) Director since: 2017	Retired; Chairman of Global Corporate Banking, JPMorgan Chase & Co., New York, New York (financial services) Prior to retiring in 2016, Mr. Bleser served on the executive leadership team at JPMorgan Chase, a preeminent commercial bank and financial services company, where he led the firm’s global corporate banking efforts. In these roles, Mr. Bleser’s responsibilities included, among others, strategic direction and execution, risk management, and operations of a global technology- and customer-driven corporate banking operation. Mr. Bleser also previously served on the board of a specialty retail company, enhancing his experience in the areas of public company governance and the operations of its audit and governance committees, as well as deepening his understanding of a consumer-facing retail business. In addition to these financial and operational roles, Mr. Bleser ~~also~~ has earned a climate leadership certificate, enhancing the Board’s oversight of climate risks and sustainable growth strategies. ~~His financial and operational roles also position him well to be a valuable member of our Audit Committee as an Audit Committee Financial Expert.~~	Current None Former Francesca’s Holding Corp.

	Key Skills: Accounting & Finance Corporate Governance Highly Regulated Businesses Insurance/Financial Services Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Risk Management
Stuart B. Burgdoerfer (60) Director since: 2009	Retired; Executive Vice President and Chief Financial Officer, L Brands, Inc., Columbus, Ohio (retailing) ~~from April 2007~~prior to August 2021; Interim Chief Executive Officer of VS NewCo (retailing) from May 2020 to February 2021 Mr. Burgdoerfer’s experience includes work as a CPA at Deloitte, as a management consultant and in financial leadership roles at PepsiCo/YUM Brands subsidiary Pizza Hut, and as Senior Vice President of Finance at The Home Depot. He was the Executive Vice President and Chief Financial Officer of L Brands from April 2007 through August 2021, and served from May 2020 through February 2021 as Interim Chief Executive Officer of L Brand’s subsidiary Victoria's Secret (VS NewCo), expanding his executive and leadership responsibilities at this global retail company. Mr. Burgdoerfer’s experience also includes service as a member of the Board of Trustees at Spelman College. Mr. Burgdoerfer’s substantial experience in leadership roles as a financial professional and senior executive also enhances the Board’s financial ~~expertise and adds great value to the Audit Committee as the Committee Chair and an Audit Committee Financial Expert.~~expertise.	Current None Former None

	Key Skills: Accounting & Finance Corporate Governance Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Risk Management

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Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Pamela J. Craig ~~(66)~~(67) Director since: 2018	Retired; Chief Financial Officer, Accenture PLC, Dublin, Ireland (global management consulting) Ms. Craig is the former Chief Financial Officer of the global professional services firm, Accenture PLC. Ms. Craig worked at Accenture for 34 years in a variety of consulting and executive roles, where she developed extensive finance, capital management, operational, enterprise risk management, and technology expertise, as well as leadership experience in the context of a large, growth-oriented organization. In addition, her current and past service as a director of Progressive and other public companies, including companies in the retail, technology services and security, and manufacturing industries, and as a member of other audit, compensation, governance, and corporate responsibility and sustainability committees, provide her with valuable experience in addressing the many risks and governance issues facing public companies. ~~Additionally, as a member of our Compensation Committee, Ms. Craig has developed a strong understanding of our culture and DEI efforts.~~	Current Merck & Co., Inc. ~~3M Company~~ Corning Incorporated Former 3M Company Akamai Technologies, Inc.

	Key Skills: Accounting & Finance Corporate Governance Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Risk Management Technology/Cybersecurity
Charles A. Davis ~~(74)~~(75) Director since: 1996	Chief Executive Officer, Stone Point Capital LLC, Greenwich, Connecticut (private equity investing) Mr. Davis has broad financial, investment, and capital management expertise developed through his work as a partner at Goldman Sachs Group, investment management experience at MMC Capital, Inc., and as Chief Executive Officer of Stone Point Capital LLC. Mr. Davis has extensive knowledge of Progressive’s business and history, which he has gained through his service as a director of the company since 1996. HeFrom his decades of investment banking and private equity experiences, Mr. Davis has a deep understanding of the insurance industry, capital allocation, investment management, and strategic transactions. Additionally, he has substantial corporate governance and risk expertise from ~~his decades of investment banking and private equity experience, as well as~~ his service on the boards of other public and private companies, including in the reinsurance ~~industry.~~industry, and as a member of other finance and risk committees.	Current AXIS Capital Holdings Limited Former The Hershey Company

	Key Skills: Accounting & Finance Corporate Governance Highly Regulated Businesses Insurance/Financial Services Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Risk Management

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Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Roger N. Farah ~~(70)~~(71) Director since: 2008	Retired; Executive Director, Tory Burch LLC, New York, New York (retailing) Mr. Farah previously served in executive officer positions at Ralph Lauren Corporation and Tory Burch LLC and as a director at other public companies, primarily in the retail and health insurance industries. The extensive management and operational experience Mr. Farah has inobtained through over 40 years in the retail industry enables him to provide insights, particularly in the ~~area~~areas of customer trends, product development, brand management, and risk analysis, from a consumer-focused industry that is different than the property and casualty insurance industry. Due to his current and past service as a director of other public companies, he also has significant experience addressing the risks and corporate governance issues facing public companies, including serving as a member of their compensation, governance, and corporate social responsibility committees. ~~Additionally, as a member of our Compensation Committee, Mr. Farah has developed a strong understanding of our culture and DEI efforts.~~	Current CVS Health Corporation Former ~~Aetna, Inc.~~ Metro Bank PLC Tiffany & Co.

	Key Skills: Accounting & Finance Corporate Governance ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Risk Management
Lawton W. Fitt ~~(69)~~(70) Director since: 2009	Chairperson of the Board, The Progressive Corporation, Mayfield Village, Ohio since May 2018; Lead Independent Director, Progressive, prior to May 2018; Retired Partner, Goldman Sachs Group, New York, New York (financial services) Ms. Fitt brings a strong financial and corporate governance background to her service as Chairperson of our Board. She has substantial experience in the areas of investment banking, ~~and~~strategic transactions, risk analysis, including insight into the operation of capital markets, as a result of her work as a partner at Goldman Sachs Group. As our Chairperson, Ms. Fitt has a deep understanding of Progressive’s culture, long-term strategic vision, and risk management processes. In addition, she attained executive management experience through her work as the Secretary of the Royal Academy of Arts in London. Ms. Fitt also has significant experience as a director at various other public, for-profit and non-profit organizations, including service on the audit, compensation, and governance committees of public companies.	Current Ciena Corporation The Carlyle Group Inc. Former Micro Focus International plc

	Key Skills: Accounting & Finance Corporate Governance Highly Regulated Businesses Insurance/Financial Services Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Risk Management

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Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Susan Patricia Griffith ~~(58)~~(59) Director since: 2016	President and Chief Executive Officer, The Progressive Corporation, Mayfield Village, Ohio Mrs. Griffith has been with the company since 1988 and has held a series of executive leadership positions, including Chief Executive Officer (since 2016), Chief Human Resource Officer, Claims Group President (in charge of the entire Claims organization), President of Customer Operations (overseeing the contact center (sales and delivery), customer experience, systems experience, and workforce management groups), and Personal Lines Chief Operating Officer, where she oversaw the Personal Lines, Claims, and Customer Relationship Management groups. Mrs. Griffith’s intimate knowledge of ~~the company~~Progressive and her leadership experience gives her a deep understanding of our culture, DEI efforts, operations, challenges, and opportunities. In addition to her extensive service with Progressive, Mrs. Griffith has enhanced her experience in the area of public company governance through her current and past service as a director of other public companies.	Current FedEx Corporation Former None

	Key Skills: Corporate Governance Highly Regulated Businesses Insurance/Financial Services ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Risk Management
Devin C. Johnson ~~(49)~~(50) Director since: 2020	President, The SpringHill Company (global consumer and entertainment) since March 2022; Chief Operating Officer, The SpringHill Company from April 2020 to March 2022; President and Chief Operating Officer, UNINTERRUPTED, LLC (entertainment and media) prior to April 2020 Mr. Johnson ~~brings a strong history of~~has broad executive management and operational ~~experience~~experiences in digital and social media, brand creation and marketing, and content production, developed through his experience at The SpringHill Company and through prior executive roles at Tribune Media and NBCUniversal. Mr. Johnson has extensive leadership experience in marketing, understanding and applying consumer insights, media and content delivery in the consumer products arena, and start-up and business development. Through his roles as the President and Chief Operating Officer of The SpringHill Company and previously as the President of UNINTERRUPTED, LLC, he has gained expertise in creating culturally inspired brands, entertainment, and products.	Current None Former None

	Key Skills: Accounting & Finance ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Technology/Cybersecurity

1618


Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Jeffrey D. Kelly ~~(69)~~(70) Director since: 2012 Prior service: 2000-2009	Retired; Chief Operating Officer and Chief Financial Officer, RenaissanceRe Holdings Ltd., Pembroke, Bermuda (reinsurance services) Mr. Kelly brings a strong history of executive management, investment management, capital markets, financial, and operational ~~experience~~experiences in the financial services industry. Among other responsibilities, he has served as the principal financial officer at a major commercial bank and a large publicly traded reinsurer. Mr. Kelly’s experience on the Board also gives him insight into our insurance and investment operations. Due to his past roles at RenaissanceRe, Mr. Kelly also provides a different perspective about the insurance industry and understanding of reinsurance markets. ~~Mr. Kelly’s financial expertise is also utilized in his role as an Audit Committee Financial Expert on our Audit Committee.~~	Current None Former None

	Key Skills: Accounting & Finance Corporate Governance Highly Regulated Businesses Insurance/Financial Services Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Risk Management
Barbara R. Snyder ~~(67)~~(68) Director since: 2014	President, The Association of American Universities (higher education) since October 2020; President, Case Western Reserve University, Cleveland, Ohio, prior to October 2020 Ms. Snyder has extensive leadership experience as the President of The Association of American Universities (AAU), an organization composed of the country’s leading research universities helping shape higher education policy. This extensive expertise was also previously gained as the President of Case Western Reserve University (Case) and in leadership positions she held at other non-profit and university organizations. Ms. Snyder has for many years been a member of the board of directors of a large publicly traded financial services company, where she serves on the compensation and governance committees. ~~Additionally, as a member of our Compensation Committee, Ms. Snyder has developed a strong understanding of our culture and DEI efforts.~~ At Case, she led a revitalization of the school while overseeing enhancements of academic excellence, faculty collaboration, strategic planning, fundraising efforts, cybersecurity initiatives, and the qualifications and diversity of Case’s student body. Her executive role at a leading university, and now the broader outlook that comes with the presidency of AAU, brings a unique perspective to our Board.	Current KeyCorp Former None

	Key Skills: Highly Regulated Businesses Insurance/Financial Services ~~Leadership~~ ~~Retail/Marketing~~ Leadership/Culture/DEI Risk Management Technology/Cybersecurity

1719


Name (Age)	Principal Occupation, Business Experience, and Qualifications	Other Directorships
Kahina Van Dyke ~~(51)~~(52) Director since: 2018	Operating Partner, Advent International (private equity) since October 2023; Global Head, Digital Channels and Client Data Analytics, Standard Chartered PLC, London, England (international banking) ~~since~~from February ~~2020;~~2020 through June 2023; Senior Vice President of Business and Corporate Development, Ripple Labs, Inc., San Francisco, California (global digital payments network) ~~from July 2018 through December 2019; Global Director of Financial Services & Payment Partnerships, Facebook, Inc., Menlo Park, California (online social media)~~ prior to ~~May 2018.~~December 2019 Ms. Van Dyke is ~~the Global Head, Digital Channels~~an Operating Partner at Advent International, where she focuses on supporting Advent’s fintech investment efforts and ~~Client Data Analytics~~related portfolio company management teams. In her prior role at Standard Chartered’s Corporate Commercial and Institutional Banking Division, ~~where~~ she ~~is focused~~worked on developing a digital banking platform for global trade, commerce, and financial services. In previous roles at Ripple and Facebook, she was responsible for strategic partnerships and investments across the global financial and technology industries and working with external companies to develop and grow financial products and services. Prior to these roles, Ms. Van Dyke held senior international executive positions for more than 15 years in the global financial services industry. She is also the Founder and Chair of the Global Women Executive Leadership Council, a group that promotes leadership and peer mentoring for women in more than 70 countries. She brings to our Board extensive senior management experience in international consumer and corporate banking combined with leadership at a major technology ~~company, and she is a global female leader in emerging digital banking models and financial technology.~~company.	Current None Former None

	Key Skills: Insurance/Financial Services Investment & Capital Management ~~Leadership~~Leadership/Culture/DEI Retail/Marketing Technology/Cybersecurity

~~DIRECTOR WHOSE TERM WILL NOT CONTINUE AFTER THE ANNUAL MEETING~~

~~Jan E. Tighe decided to not stand for re-election of the Board. Vice Admiral Tighe has served on the Board since 2019. Her term will end on the date of the Annual Meeting of Shareholders.~~

VOTE REQUIRED FOR ELECTION

Proxies cannot be voted at the Annual Meeting for a greater number of persons than the 12 nominees named in this Proxy Statement.

A nominee for director in an uncontested election will be elected as a director only if the nominee receives a majority of the votes cast, which is sometimes referred to as a majority voting standard. If the election for directors is contested (that is, there are more nominees than the number of director positions up for election), the majority voting standard does not apply, and the nominees receiving the highest number of votes will be elected (a plurality voting standard). The election of directors at this year’s Annual Meeting is an uncontested election, so each nominee must receive a majority of the votes cast to be elected. Abstentions and unvoted shares

~~(including~~ (including broker non-votes) will not be considered as votes cast.

If an incumbent director is not elected by a majority of the votes cast in an uncontested election, the director is not automatically removed from the Board, but under our Corporate Governance Guidelines, they are expected to tender a resignation from the Board within 10 days after the certification of the shareholder vote. If that resignation is not made contingent on the Board’s determination to accept or reject such resignation, the resignation will be effective immediately. If the resignation is contingent on Board action, the Nominating and Governance Committee will review the resignation and make a recommendation to the Board, and the Board will announce its determination about whether to accept or reject the resignation within 120 days from the

certification of the shareholder vote. If a director is not elected by a majority of the votes cast, but fails to tender their resignation during the 10-day period after certification, their term of office will expire

automatically upon the expiration of the 10-day period. There have been no exceptions or waivers to this policy in the last three years.

If written notice is given by any shareholder to the President, a Vice President, or the Secretary not less than 48 hours before the time fixed for holding the Annual Meeting that the shareholder desires the voting for election of directors be cumulative, and if an announcement of the giving of such notice is made at the meeting by the Chairperson or Secretary or by or on behalf of the shareholder giving such notice, each shareholder will have the right to

cumulate their voting power in the election of directors. Under cumulative voting, each shareholder

may give one nominee a number of votes equal to the number of directors to be elected, multiplied by the number of shares the shareholder holds, or distribute such number of votes among the nominees, as the shareholder sees fit. If the enclosed proxy is executed and returned, or the shareholder submits their proxy by telephone or over the Internet, and voting for the election of directors is cumulative, the persons named as their proxies on the proxy card will have the authority to cumulate votes and to vote the shares represented by their proxy, and by other proxies held by them, so as to elect as many of the 12 nominees named above as possible.

OTHER BOARD OF DIRECTORS INFORMATION

BOARD OF DIRECTORS INDEPENDENCE

DETERMINATIONS

We are required to have a majority of independent directors under New York Stock Exchange (NYSE) listing standards. The NYSE’s listing standards prescribe specific independence tests and require the Board to make affirmative independence determinations regarding each of our directors. Accordingly, the Board has considered the independence of our current Board ~~members and the new nominee.~~members. In conducting this review, the Board took into account each individual’s current employment situation (if any) and other relationships that could impact the independence determination under NYSE listing standards, including certain transactions that took place in ~~2022~~2023 or are expected in ~~2023~~2024 between Progressive and companies with which the individual is affiliated. Specifically, the Board considered ordinary course transactions involving reinsurance, ~~cyber liability and~~ director’s and officer’s insurance, claims resolution and administration, agency commissions and

administration, employee benefits and administration, data and software services, and background checks for potential employees, among others. Based on this review, the Board determined that each of our current directors ~~and the new nominee~~ are independent under the NYSE listing standards, other than Mrs. Griffith, who is an executive officer of the company.

BOARD LEADERSHIP STRUCTURE

Lawton W. Fitt has been Chairperson of the Board since May 2018. Ms. Fitt is independent from management under NYSE listing standards, and she has ~~a strong~~substantial business ~~background,~~experience and acumen, executive management experience, and additional ~~experience~~experiences as a member of a number of public company boards. Ms. Fitt’s ~~knowledge~~deep understanding of our businesses and culture acquired as a Board and committee member, her demonstrated willingness to challenge management and the status quo, and her effective working relationship with Mrs. Griffith also contributed to the Board’s decision to elect Ms. Fitt as Chairperson of the Board.

1921

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 to each of its main committees through each committee’s charter. Annually, each committee reviews and reassesses the adequacy of its charter, and the Nominating and Governance Committee oversees the allocation of risk among the committees and makes appropriate recommendations to the Board. Each committee regularly reports to the full Board on the risks that it oversees.

The assignment of the Board’s risk oversight function as described above enables the Board to function more effectively because the whole Board is required to focus only on those risk issues deemed most critical by the applicable committee. Further, the committees provide a deeper focus on overseeing management with respect to the full range of risks we confront. The Board’s Chairperson, Ms. Fitt, consults with the committee Chairs, as necessary, to ensure that significant risk issues are brought to the attention of the full Board. Otherwise, the Board’s administration of its risk oversight function has not affected the Board’s leadership structure. Please see “– Board Committees” for additional information on each committee, including their responsibilities.

2022

RISK GOVERNANCE

The company has a well-established risk governance process. The Board oversees, and our executive leadership maintains, the risk governance process with a view towards continuous improvement to identify, monitor, and manage current and emerging risks.

ERM Program

The Audit Committee oversees our ERM ~~program.~~program, which includes climate change and our reinsurance programs. These responsibilities include the review of the guidelines, policies, and procedures that govern how we assess and manage our exposure to risk, and meeting periodically with management. This includes meeting with leaders and other representatives of the risk management department, compliance and ethics group, law department, internal audit, physical and information security group, external auditors, and other business units, as necessary, to review our major operational, financial, reputational, and other risk exposures, as well as the steps management has taken to identify, monitor, assess, and mitigate such exposures.

We believe that our ERM program supports Board oversight of the most significant risks facing the company and was established to ensure a companywide holistic approach to evaluating risk over five distinct but overlapping risk categories:


Insurance			Risks associated with assuming, or indemnifying for, the losses or liabilities incurred by policyholders
Operating			Risks stemming from external or internal events or circumstances that directly or indirectly may affect our insurance operations
Market			Risks that may cause changes in the value of assets held in our investment portfolios
Liquidity			Risk that our financial condition will be adversely affected by the inability to meet our short-term cash, collateral, or other financial obligations
Credit and Other Financial			Risks that the other party to a transaction will fail to perform according to the terms of a contract, or that we will be unable to satisfy our obligations when due or obtain capital when necessary

Using this risk framework, we have defined our risk tolerances, identified roles and responsibilities for managing risk, and implemented a risk review and reporting structure. We assess how these risks may affect our financial condition, cash flows, and results of operations, as well as our ability to achieve our business objectives.

Although our ERM program is mature and effective, we continuously work to improve the quality of the models we use and the processes we have in place to identify and quantify current and emerging risks.

Management Risk Committee

The purpose of the MRC is to coordinate our ERM program. Our ERM program is intended to maintain an effective process to identify, evaluate, mitigate, and report critical risk exposure information, including any significant gaps in our ability to manage risk, to executive management and the Audit Committee of the Board of Directors at least annually. The MRC ~~which comprises~~is comprised of senior members of management representing a ~~cross-section~~variety of business units and functions ~~regularly performs an enterprise risk assessment~~ and may also include other senior leaders with ~~input from executive management, identifies the most critical risks facing the company.~~functional expertise. The MRC ~~then formulates recommendations for managing those risks, which it presents to~~supports the ~~Audit Committee for review. The Audit Committee oversees our ERM program~~organization with clearly defined accountabilities and ~~MRC risk assessment and the full Board receives an update at least annually.~~a culture that supports risk-based decision making.


Spotlight ~~on:~~
on Climate Change Risk Management
~~We manage~~As a property-casualty insurance company that operates our businesses throughout the United States, our success depends on our ability to underwrite and price risk accurately, which is subject to a number of risks, including those related to changes in the frequency, severity, duration, geographic location, and scope of severe weather events, which may be becoming more severe and less predictable as a result of climate ~~risks through~~change.
Our Nominating and Governance Committee oversees ESG matters, including climate change, on behalf of the Board. Additionally, the Audit Committee oversees our ERM ~~program.~~program and, as part of that oversight, is kept apprised of certain operational risks such as climate change and our reinsurance programs. Our MRC ~~is charged with understanding~~coordinates our ~~climate-related risks, among other things.~~ERM program. In the MRC’s annual risk assessment process, we attempt to evaluate the longer-term effects of climate change and attempt to evaluate the impact on capital, pricing, our customers, and investments. ~~Our Nominating and Governance Committee oversees climate change risk on behalf of the Board.~~
Spotlight on Cybersecurity Risk Management
Our overall efforts to safeguard the systems and confidential information critical to our operations include preventative and detective internal processes, technological defenses, and other controls designed to provide multiple layers of security protection. This integrated approach to protect data and systems is also built into the company’s project management, development, and operations.
Our Technology Committee oversees cybersecurity risk on behalf of the Board. Our Chief Security Officer (CSO) is ultimately responsible for cybersecurity at Progressive, with management oversight of the prevention, detection, mitigation, and remediation of cybersecurity incidents. The CSO reports directly to the Chief Financial Officer and provides regular cybersecurity updates to our CEO, other members of the executive team, and the Technology Committee. Our CSO is also a member of our MRC, which leads our ERM program, which results in cybersecurity risks remaining a focus of our overall risk management process.

MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE

During ~~2022,~~2023, the Board held five meetings, ~~and adopted resolutions by written action one time,~~ pursuant to Ohio corporation law.

All directors attended at least 75% of their scheduled Board and committee meetings during their committee tenure in ~~2022.~~2023. Pursuant to our Corporate Governance Guidelines, directors are expected to attend our Annual Meeting of Shareholders whenever possible. Normally, a meeting of the Board is scheduled on the date of the Annual Meeting. Our ~~2022~~2023 Annual Meeting was attended by all of the ~~then-current~~current directors.

A copy of our Corporate Governance Guidelines can be found on our website at progressive.com/governance.

MEETINGS OF THE NON-MANAGEMENT AND INDEPENDENT DIRECTORS

Our non-management directors meet in executive session periodically throughout the year, typically at the conclusion of regularly scheduled Board meetings. In the event that the Chairperson is not available to lead the meetings of non-management directors, the presiding director would be chosen by the non-management directors in attendance. In ~~2022,~~2023, under the lead of the Chairperson, the non-management directors met in executive session five times, and each meeting of the non-management directors also was a meeting of the independent directors.

BOARD COMMITTEES

The Board has named an Audit Committee, a Compensation and Talent Committee, an Investment and Capital Committee, a Nominating and Governance Committee, a Technology Committee, and an Executive Committee, as described below. The written charter for each of the committees (other than the Executive Committee, which does not have a charter) can be found on our website at progressive.com/governance.

The following table summarizes the Board's current committee assignments:

Name

Audit

Compensation and Talent

Investment
and Capital

Nominating and
Governance

Technology

Executive

Danelle M. Barrett

Philip Bleser

ü*

Stuart B. Burgdoerfer

Pamela J. Craig

Charles A. Davis

Roger N. Farah

Lawton W. Fitt

Susan Patricia Griffith

Devin C. Johnson

Jeffrey D. Kelly

ü*

Barbara R. Snyder

~~Jan E. Tighe~~

Kahina Van Dyke

üMember of the committee

C Chair of the committee

* Audit Committee Financial Expert

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Audit Committee

Members

~~Stuart B. Burgdoerfer, Chair~~

~~Philip Bleser~~

Stuart B. Burgdoerfer

Philip Bleser

Jeffrey D. Kelly

Chair



Meetings Held in ~~2022~~2023									Primary Responsibilities
910									•Ensuring that the organizational structure, policies, controls, and systems are in place to monitor and accurately report performance. •Monitoring the integrity of our financial statements, our financial reporting processes, internal control over financial reporting, and the public release of financial information. •Overseeing our compliance and ethics and risk management programs. •Confirming the independence of, and the selection, appointment, compensation, retention, and oversight of the work of, our independent registered public accounting firms. •Providing an independent channel to receive appropriate communications from employees, shareholders, auditors, legal counsel, bankers, consultants, and other interested parties. Please see “Item 1: Election of Directors – Director Nominee Information” for disclosure of each member’s relevant experience qualifying such member as an Audit Committee Financial Expert. See also the “Report of the Audit Committee,” “Item 4: Proposal Toto Ratify ~~The~~the Appointment Ofof PricewaterhouseCoopers LLP Asas Our Independent Registered Public Accounting Firm ~~For 2023,~~for 2024,” and “Other Independent Public Accounting Firm Information” for additional related information.

~~Resolutions Adopted by Written Action~~
~~The committee adopted resolutions by written action pursuant to Ohio corporation law on one occasion.~~

Independence
The Board has determined that all members are independent (including the additional requirements for audit committee members).

Financial Literacy/Audit Committee Financial Expert
The Board has determined that all members are financially literate and are each an Audit Committee Financial Expert, as that term is defined in the applicable SEC rules.

2326

Compensation and Talent Committee

Members

~~Roger N. Farah, Chair~~

~~Pamela J. Craig~~

~~Barbara R. Snyder~~

~~Jan E. Tighe~~

Roger N. Farah

Pamela J. Craig

Barbara R. Snyder

Chair



Meetings Held in ~~2022~~2023									Primary Responsibilities
67									•Making final determinations regarding executive compensation, including salary, equity-based awards, and annual cash incentive targets, and related performance goals, formulae, and procedures. •Approving (or in certain circumstances, recommending to the full Board for approval) the terms of the various compensation and benefit plans in which executive officers and other employees may participate. •Administering our Dodd-Frank Clawback Policy and, separately from such policy, overseeing any additional compensation recoupment, recovery, or similar provisions in our compensation and benefit plans. •Reporting to the full Board on executive compensation, DEI, and several aspects of our human capital management efforts. The committee’s determinations regarding incentive compensation for executive officers (for example, performance criteria and standards relating to Gainshare, our annual cash incentive program) generally also apply to incentive plans covering most other employees. Under this program, executives and non-executives alike are motivated to achieve the same performance objectives. The committee has delegated to management the authority to implement such plans, and make other compensation-related decisions (such as salary and equity-based awards), for employees other than executive officers. Please see “Compensation Discussion and Analysis” and “Compensation Committee Report” for additional related information.

Resolutions Adopted by Written Action
~~The committee adopted resolutions by written action pursuant to Ohio corporation law on three occasions.~~2

Independence
The Board has determined that all members are independent (including the additional requirements for compensation committee members).

2427

Investment and Capital Committee

Members

~~Charles A. Davis, Chair~~

~~Lawton W. Fitt~~

Charles A. Davis

Lawton W. Fitt

Kahina Van Dyke

Chair

Annual Cash Incentive: 2.5x target - could range from zero to 5.0x salary.

CEO’s equity ownership (as of January 31, ~~2023)~~2024): Our CEO directly owned shares valued at ~~64x~~86x salary, well in excess of the 6x required by our Corporate Governance Guidelines (which excludes all unvested equity awards).

~~2022~~

2023 Other NEOs Compensation

At-risk annual equity and cash incentive ~~and equity~~ awards averaged 90% of maximum potential compensation and 82% of target compensation.

Each NEO received a salary ~~increase.~~increase, as discussed below.

Annual ~~cash incentives~~Equity Awards:

•Time-based: 1.0x salary; and

•Performance-based: 2.17x target, on average - could range from zero up to 6.9x salary (amounts vary by ~~executive~~executive).

Annual Cash Incentives: between 1.0x and 1.5x target (amounts vary by executive) - could range between zero and 3.0x ~~salary; targets range between 1.0x and 1.5x~~ salary.

~~Annual Equity awards:~~

•~~Time-based: 1.0x salary, and~~

•~~Performance-based at target: 2.18x salary, on~~ ~~average.~~

Equity ownership requirements (as of January 31, ~~2023)~~2024): Each of the NEOs was in compliance with the expectation in our Corporate Governance Guidelines that they hold equity (including unvested time-based equity awards) valued at a minimum of 3x salary.

For 2022, the other NEOs included John P. Sauerland, our Vice President and Chief Financial Officer, Patrick K. Callahan, our Personal Lines President, John Murphy, our Claims President, and Karen B. Bailo, our Commercial Lines President.

~~2022~~2023 Say-on-Pay Vote

At our ~~2022~~2023 Annual Meeting of Shareholders, shareholders cast advisory votes on our executive compensation program, sometimes referred to as the “say-on-pay” vote. In that vote, shareholders approved our executive compensation program, with ~~94%~~95% of the votes cast in support. During ~~2022,~~2023, the Compensation and Talent Committee of the Board of Directors reviewed these results with management. ~~Due to~~Because of the strong level of shareholder support and the absence

of specific concerns expressed by shareholders, the committee determined that no specific actions with respect to ~~2023~~2024 compensation should be taken ~~as a result of~~in response to the say-on-pay vote.

OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed and implemented under the direction and guidance of the Compensation and Talent Committee. Broadly stated, we seek to maintain a consistent executive compensation program with the following objectives:

•attract and retain outstanding executives with the leadership skills and expertise necessary to drive results, build an enduring business, and create long-term shareholder value;

•motivate executives to achieve our long-term strategic goals while meeting challenging short-term business objectives;

•reward performance and differentiate compensation based on the achievement of challenging goals; and

•align the interests of our executives with those of shareholders.

Progressive’s executive compensation program is designed to serve ~~the~~ shareholders’ interests by strongly tying our executives’ compensation to the achievement of important operating goals and the value of our common shares. As a result, while we seek to offer competitive salaries to our executives, the more significant aspects of our executive compensation program are at-risk components consisting of equity awards and annual cash incentive opportunities and equity awards. In the spirit of aligning compensation across the company, nearly every employee participates in our Gainshare program and employees at senior levels are eligible to receive equity awards.opportunities.

As a general matter, executive salaries are intended to be at, or somewhat lower than, median amounts paid to executives who have similar responsibilities at comparable companies, while our performance-based equity and annual incentive ~~and performance-based equity~~ programs provide the potential to earn ~~above market~~above-market median total compensation when the company achieves challenging goals designed into these plans.

While we consider market data when making decisions on executive compensation, variations occur for a number of reasons, including the unique nature of a specific executive’s responsibilities, individual performance, the tenure and experience of an executive, the executive’s future potential, and our business needs.

~~THE ROLE OF DIVERSITY, EQUITY, AND INCLUSION~~

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 an enduring business, and creating long-term shareholder value.

In our view, supporting diversity, equity, and inclusion (DEI) in the workplace is a top priority, and critical to achieving our goals of attracting, retaining, and motivating our highly qualified employees to build upon our enduring business and create long-term shareholder value.

In addition to the assessment of market data, in establishing 2022 target total compensation for our NEOs, the Compensation Committee broadly considered the investments and actions taken during 2021 under our executive team’s leadership to further support our DEI efforts, including:

•~~Establishing a DEI leadership job objective for our managers focused on inclusion, building intercultural competencies and leading diverse teams, among other things.~~

•~~Supporting awareness efforts (e.g., facilitating DEI discussions and participating in related training and development).~~

•~~Launching two career development boot camps (IT Programmer and Analyst) to accelerate career opportunities for all.~~

•~~Investing in two leadership development programs to accelerate our employees’ progress.~~

•~~Serving as sponsors for many of our nine Employee Resource Groups (ERGs).~~

•~~Supporting efforts to contribute to our communities through our Keys to Progress~~® program (which includes providing vehicles to veterans and furnishing homes to individuals emerging from homelessness), our various education and engagement efforts, and our financial contributions to various community organizations.

The momentum and focus on DEI continued throughout 2022. We continued to strive for diversity in our teams, equity in our practices, and inclusion in our culture. Accordingly, the Compensation Committee made a similar assessment with respect to establishing 2023 target total compensation for the NEOs and broadly considered the several DEI investments and actions taken during 2022 under our executive team’s leadership, including:

•~~Guiding companywide strategy and efforts that strengthened the company’s commitment to ensuring a healthy culture where all our talented people can thrive.~~

•~~Meaningfully supporting our DEI awareness efforts and serving as sponsors for many of our nine ERGs.~~

•~~Creating several leadership development offerings at the business function level.~~

•~~Expanding our Multicultural Leadership Development program to include two programs for high performing, motivated individual contributors who aspire to take on roles in leadership.~~

•~~Launching forums to support new senior leaders.~~

•~~Supporting efforts in our hybrid work environment aimed at ensuring a culture of belonging where all of our people are welcomed, valued and respected.~~

•~~Striving to create products, services and communications that are relevant and desirable in our multicultural marketplace and enhancing and expanding our customer-focused multilingual experiences.~~

•~~Including minority-, women-, and military-veteran-owned underwriting firms in our 2022 $1.5 billion public debt offering.~~

•~~Supporting efforts to contribute to our communities through our Keys to Progress~~® ~~program.~~

•Supporting a change in The Progressive Insurance Foundation’s traditional matching gift program to a new equitable giving program called “Name Your Cause” intended to broaden employee participation.

•Serving as the stewards of our Core Values and culture, which contributed to the company receiving several recognitions for 2022, including: Fortune 100 Best Companies to Work For, Forbes Best Employers for Diversity, Gallup Exceptional Workplace Award and NACD Diversity, Equity and Inclusion Award.

3538

ELEMENTS OF COMPENSATION ~~– 2022 DECISIONS AND AWARDS~~

The following chart provides general information about the elements of compensation for our executive compensation program:


		Element	Why We Use This Element
Fixed	Annual	Salary	~~Attracts~~Provides a fixed amount of income to attract and ~~retains~~retain executive talent and rewards individual performance
Variable		Gainshare ~~cash incentive~~Cash Incentive*	Motivates nearly all employees, including our executives, to achieve challenging and objective operating goals in our insurance businesses Measures the annual growth in policies in force and profitability in our insurance businesses Generally, provides executives with the potential (when combined with other compensation elements) to earn compensation above the market median
		Progressive Capital Management ~~cash incentive~~Cash Incentive	Motivates our investment professionals, including our Chief Investment Officer (CIO), to balance short- and long-term performance of our fixed-income portfolio with our investment goal of protecting our balance sheet (no current NEO participates in this plan) Measures the performance of our fixed-income portfolio over a one-year and a three-year period against the performance results of a benchmark group Provides the CIO with the potential (when combined with other compensation elements) to earn compensation above the market median
	Long-Term	Performance-Based Restricted Stock Units Growth in Market Share*	Motivates executives to focus on longer-term operating performance of our insurance businesses Rewards our profitable growth in market share of our insurance businesses over a three-year period Aligns the interests of executives with those of shareholders by tying the value of compensation to the market value of our common shares Generally, provides executives with the potential (when combined with other compensation elements) to earn compensation above the market median
		Performance-Based Restricted Stock Units Investment Results*	Motivates our CEO, CFO, and CIO to ~~achieve~~focus on longer-term fixed-income portfolio investment performance Measures the performance of our fixed-income portfolio over a three-year period against the performance results of a benchmark group Aligns the interests of these executives with those of shareholders by tying the value of compensation to the market value of our common shares Provides these executives with the potential (when combined with other compensation elements) to earn compensation above the market median
		Time-Based Restricted Stock Units	Further aligns the interests of executives with those of shareholders by tying the value of compensation to the market value of our common shares

*The pay-for-performance alignment of these elements of compensation are described in more detail in "Pay Versus Performance."

3639

The Role of Diversity, Equity, and Inclusion

In our view, supporting diversity, equity, and inclusion (DEI) in the workplace is a priority, and critical to achieving our goals of attracting, retaining, and motivating our highly qualified employees to build upon our enduring business and create long-term shareholder value.

For several years, the job objectives for our executive officers, including our NEOs, have included an objective related to supporting our commitment to advancing DEI, demonstrating our intentional focus on DEI efforts, and appreciating the critical role DEI plays in our success. We continued to strive for diversity in our teams, equity in our practices, and inclusion in our culture. Accordingly, in addition to the assessment of market data, in establishing 2023 target total compensation for our NEOs, the Compensation and Talent Committee broadly considered the investments and actions taken during 2022 under our executive team’s leadership to further support our DEI efforts, including those highlighted below:

Select 2022 Diversity, Equity, and Inclusion Efforts

•Guiding companywide strategy and efforts that strengthened the company’s commitment to ensuring a healthy culture where all of our talented people can thrive.

•Meaningfully supporting our DEI awareness efforts and serving as sponsors for many of our nine ERGs.

•Creating several leadership development offerings at the business function level.

•Expanding our Multicultural Leadership Development Program, which is an inclusive program open to employees across every demographic and business area, to include two programs for high performing, motivated individual contributors who aspire to take on roles in leadership.

•Launching forums to support new senior leaders.

•Supporting efforts in our hybrid work environment aimed at ensuring a culture of belonging where all of our people are welcomed, valued, and respected.

•Striving to create products, services, and communications that are relevant and desirable in our multicultural marketplace and enhancing and expanding our customer-focused multilingual experiences.

•Supporting efforts to contribute to our communities through our Keys to Progress® program.

•Supporting a change in The Progressive Insurance Foundation’s traditional matching gift program to a new equitable giving program called Name Your Cause® intended to broaden employee participation.

•Serving as the stewards of our Core Values and culture, which contributed to the company receiving several recognitions for 2023, including: Fortune® 100 Best Companies to Work For, Forbes® Best Employers for Diversity, Gallup Exceptional Workplace Award, and National Association of Corporate Directors (NACD) Diversity, Equity and Inclusion Award.

The Compensation and Talent Committee made a similar assessment with respect to establishing 2024 target total compensation for the NEOs and broadly considered the several DEI investments and actions taken during 2023 under our executive team’s leadership. See "Proxy Statement Summary – Human Capital Management – Diversity, Equity, and Inclusion” for more information.

2023 DECISIONS AND AWARDS

Salaries

For ~~2022,~~2023, annual salaries for our NEOs were as follows:


Name	Name	2022 Salary1	Change From Prior Salary		Name	2023 Salary1	Change From Prior Salary
Susan Patricia Griffith		$950,000	—	%
Susan Patricia Griffith2					Susan Patricia Griffith2	$1,000,000	5.3	%
John P. Sauerland	John P. Sauerland	675,000	3.8
Patrick K. Callahan	Patrick K. Callahan	625,000	4.2
Karen B. Bailo
John Murphy	John Murphy	550,000	10.0
Karen B. Bailo		550,000	37.5

1Amounts may differ from the salary amounts shown in “Executive Compensation – Summary Compensation Table” as salary changes are typically implemented in ~~January or~~ February of each year.

2Mrs. Griffith previously requested that her target compensation for 2022 and 2021 remain the same since 2020, and the Compensation and Talent Committee honored her request.

After ~~a review of~~reviewing the applicable market ~~conditions~~comparison and also taking into account each executive's experience in the specific role, and individual performance, annual salary increases were ~~generally~~ provided ~~where necessary~~to each NEO to improve the competitive nature of our total compensation. The Compensation Committee adjusted the annual salaries for Mr. Murphy in light of his new role as our Claims President (he previously was our Customer Relationship Management President) and Ms. Bailo after considering her performance following her first year in this position. Mrs. Griffith requested that her target compensation, including her salary, remain the same as 2021 and the Compensation Committee honored her request. After taking into account the increases, the ~~2022~~2023 salaries for each applicable NEO remained below the median for executives at comparable companies ~~with the exception of Mr. Murphy (whose salary was slightly above the median),~~ based on the data reviewed by the Compensation and Talent Committee in late ~~2021.~~2022.

~~Annual Cash Incentive Payments (Gainshare)~~

Gainshare is designed to reward performance relative to our long-standing companywide goal to grow as fast as we can at a 96 or better combined ratio while continuing to deliver high-quality customer service. We reinforce this goal through regular employee communications that also include the importance of following our Core Values in pursuit of that goal.

Our Gainshare program has been around for three decades and has been the primary vehicle to motivate and reward our employees to achieve our goal. While most companies of our size utilize some form of bonus program, nearly all of our employees participate in Gainshare, and we win or lose together based on our collective performance. We believe that Gainshare is a differentiator and contributes to the “all for one and one for all” attitude that in part defines our culture.

The Gainshare plan is currently comprised of five matrices that objectively measure our various products and channels. We use a different matrix for each line of business to reflect the different growth

~~and profitability expectations given the wide variance in our market share across business lines and channels.~~

Gainshare payments for NEOs are determined using the same performance criteria we use for the Gainshare payments for all of our employees, resulting in a consistent set of goals across our employee population. Gainshare payments are determined using the following formula:

~~Paid~~
~~Salary~~

Target
Percentage

Gainshare (i.e.,
Performance)
Factor

Annual
Incentive Payment

Each executive’s salary and target percentage are established by the Compensation Committee each year during the first calendar quarter. When the executive’s paid salary is multiplied by the assigned target percentage, the product is referred to as the participant’s “target annual incentive payment” for the year. The Gainshare Factor can range from zero to 2.0 each year, and annual cash incentive payments, therefore, can vary between 0x and 2x the target annual incentive payment amount, depending on our actual performance results for the year.

Throughout the 30-year history of our companywide Gainshare program (including 2022), the final Gainshare Factor has ranged from zero to 2.0 and over the past 5 years of profitable growth has averaged 1.64. These results confirm management’s view that our Gainshare program has operated to provide annual cash incentive payments to our employees, including our executive officers, commensurate with our level of achievement.

~~The Compensation Committee set the following Gainshare target percentages for 2022:~~


~~Name~~	~~2022 Target~~ ~~(Multiple of Salary)~~
~~Susan Patricia Griffith~~	~~2.50~~	x
~~John P. Sauerland~~	~~1.50~~
~~Patrick K. Callahan~~	~~1.50~~
~~John Murphy~~	~~1.00~~
~~Karen B. Bailo~~	~~1.00~~

~~For each NEO, the target percentage values remained unchanged from 2021.~~

The Gainshare payout was determined based on the performance of our Agency auto, Direct auto, and special lines business units (collectively, Personal Lines), Commercial Lines, and Property, in each case subject to limited exclusions. The business lines excluded from profitability results (i.e., our umbrella, renters, flood, business owners policy, and the

3740

business of Protective Insurance Corporation and subsidiaries acquired in 2021) represented less than 2% of our companywide net premiums earned. For 2022, the transportation network company (TNC) business was included in the Commercial Lines' profitability results for the first time, but remained excluded from the average policies in force calculations. The Gainshare Factor for 2022 was 0.86 out of a possible 2.0 and all Gainshare payments for the NEOs are reported in the “Executive Compensation – Summary Compensation Table” as “Non-Equity Incentive Plan Compensation.”

Focusing on performance at the business level was consistent with management’s approach to evaluating our operations. We used the average number of “policies in force” to measure growth for each of those businesses because it represents the average of all policies under which coverage was in effect as of the end of the periods specified. The combined ratio represents the profitability of our insurance operations.

Our 2022 Gainshare plan evaluated the growth and profitability of each of our core lines of business separately and determined a score between zero and 2.0 for each business. The individual scores were calculated based on a matrix that was approved by the Compensation Committee at the beginning of the year that contemplated several profit and growth scenarios. Each matrix was built by anchoring the 1.0 score at the established profitability target for the line of business, along with an aggressive growth goal when compared to historical industry growth rates. Each possible combination of growth and profitability would produce a score, and a score at or near 1.0 could be earned with a variety of other growth and profitability combinations; that is, if growth was below expectations, a 1.0 could still be achieved if profitability increased and, likewise, a moderate decrease in profitability could be offset by higher growth to generate a score around 1.0. To evaluate the difficulty of the matrices, we compared historical industry performance for several of our largest lines of business to our Gainshare matrices and determined that the growth and profitability required to earn a 1.0 in our Gainshare plan generally required us to perform considerably better than our competitors.

unit level, we believe that our competitors could glean valuable information about our current operations, strategies, and operating goals if we were to disclose the performance goals in greater detail, even for the previous fiscal year. We therefore believe that the specific goals for our current and prior fiscal years constitute competitive information, which, if disclosed, would harm our competitive position and that our current level of disclosure regarding performance goals and actual performance levels is in the best interests of our shareholders.

~~The following table presents the overall 2022 growth and profitability data for the individual core business units that contributed to the 0.86 Gainshare Factor:~~

Business Unit

Combined
Ratio1
Increase in
Policies in
Force (%)2

Agency auto 95.9 (3) %

Direct auto 96.2 3

Special lines — 6

Commercial Lines 91.1 11

Property 110.5 3

1Consistent with the presentation of the combined ratio of our Personal Lines segment in our public reports, the combined ratio results for our special lines business are not presented separately and, instead, are included in either the Agency or Direct results, depending on whether the underlying policy was written through agents/brokers or directly by us.

2~~Based on average policies in force outstanding during the year and, for Agency and Direct, represents auto policies in force only.~~

Using the actual performance results for the year and the Gainshare matrices discussed above, we determined the performance score for each core business unit, weighted those scores based on each business unit’s relative contribution to overall net premiums earned, and then added the weighted scores to determine the Gainshare Factor, as follows:
Business Unit Business
Unit
Performance
Score Weighting
Factor
(%) Weighted
Performance
Score
Agency auto 0.26 33.8 % 0.09
Direct auto 0.94 39.4 0.37
Special lines 1.70 4.9 0.08
Commercial Lines 1.79 17.6 0.32
Property 0.00 4.3 0.00
Gainshare Factor 0.86

For 2022, the Gainshare Factor we earned was below our target factor of a 1.0, reflecting the challenging year in terms of both profitability and growth. As previously stated, our financial objective is to grow profitably and, in times when we are challenged to achieve both, to prioritize profitability over growth.

While our companywide combined ratio was 95.8, which is better than our target combined ratio of a 96.0, our policies in force growth was negatively impacted by our focus on achieving our profitability target, especially in our personal auto products.

During 2022, we raised our personal auto rates in aggregate 13% on a countrywide basis, following an 8% aggregate countrywide rate increase in 2021. We also closely monitored our media spend throughout the year and reduced the amount of advertising we delivered when we were not meeting our profitability goals. These rate and non-rate actions reduced the growth that we generated, especially during the first half of 2022. Our growth started to accelerate during the second half of the year as our competitors began to raise rates, but still fell short of our auto policies in force growth contemplated in our Gainshare matrices to achieve a score of 1.0. Our Agency auto business was impacted to a greater extent than our Direct auto business given the decrease in policies in force over the prior year, which in part reflected the nature of the distribution channel and the ability for independent agents to not offer our rates when our competitors' rates were lower on a comparison basis.

As depicted in the previous table, Commercial Lines and special lines achieved business unit scores above the 1.0 target, at 1.79 and 1.70, respectively. These results reflect the strong profitability and policies in force growth in the products used to calculate each business unit’s Gainshare performance score. Property produced a factor of zero given both its underwriting loss for 2022, which was driven by catastrophe losses, and lower policies in force growth than anticipated in the Gainshare matrix.

Under the Gainshare calculations, average policies in force for the included products grew by about 2%. Along with this unit growth, during 2022, companywide net premiums written grew 10% and net premiums earned grew 11%, at a 95.8 combined ratio.

We believe that the resulting 0.86 Gainshare Factor was an appropriate and reasonable outcome based on the overall profitability and growth achieved in 2022. Although we expected 2022 to be a challenging year given the rising loss cost trends that we were experiencing in light of the inflationary environment and other factors, we continued to calibrate our Gainshare matrices to focus on achieving profitable growth. The fact that the 2022 Gainshare Factor was lower than the factors for the past 5 years, and the lowest since 2009, further demonstrates our strong pay-for-performance alignment in our Gainshare program.

Equity Awards

~~Our~~A high percentage of our executive compensation program ~~also~~ provides ~~longer-term~~long-term incentives through grants of equity-based awards, currently in the form of restricted stock ~~units.~~units, which creates a strong pay-for-performance linkage and aligns the interests of our executives with those of our shareholders. Under a restricted stock unit grant, the executive receives an award of a specified number of units; upon vesting of the award, the executive is entitled to receive one Progressive common share for each unit that is vesting. Annual awards of restricted stock units are made to the NEOs in the form of performance-based awards and time-based awards. As with other elements of our executive compensation program, integral to our performance-based equity awards are pre-established growth and profitability measurements that correlate to shareholder value, are consistent with our companywide objectives, and align with our Profit Core Value.

For 2023, the aggregate dollar value (fair value on the date of grant) of annual equity awards made to the NEOs was approximately $14.5 million in performance-based awards (at target value) and $3.5 million in time-based awards. Those awards were determined based on the following target levels:


	Performance-Based Award Target Value (Multiple of Salary)1, 2			Time-Based Award Value (Multiple of Salary)2
Name	2023			2023
Susan Patricia Griffith	9.00	x	3	1.00	x
John P. Sauerland	2.75		3	1.00
Patrick K. Callahan	2.75			1.00
Karen B. Bailo	1.50			1.00
John Murphy	1.50			1.00

1Pursuant to performance-based awards, between zero-2.5x (zero-2.0x for investment-based awards) of the number of units awarded can vest. See discussions above.

2For 2023, the Compensation and Talent Committee revised the allocation of Mrs. Griffith’s annual equity awards to increase the amount granted as performance-based awards to 9.0x of her salary and decrease the amount granted as time-based awards to 1.0x her salary. The other executives remained unchanged from the prior year.

3For the following executives, investment-based awards represented the indicated multiple of each executive's salary for the year: Mrs. Griffith, 1.0x; and ~~performance-based awards.~~Mr. Sauerland, 0.45x.

Since 2021, our agreements include a non-compete provision and contain different provisions for death, disability and retirement than prior awards (see “Executive Compensation – Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”).

~~Annual Time-Based Awards~~ In 2022, time-based restricted stock unit awards were granted to the NEOs and 1,052 other senior level employees, comprising approximately 2% of our entire employee population. These awards will vest in three equal annual installments, in January of 2025, 2026, and 2027, subject to accelerated vesting and forfeiture provisions in the 2015 Equity Incentive Plan (2015 Plan) and the grant agreement.

Annual Performance-Based Awards – Performance versus Market Insurance Results ~~In addition, each~~Each of the NEOs and 5754 other senior managers were granted performance-based restricted stock unit awards that measure the growth of our insurance businesses, and compare that growth to the growth of the market as a whole, over a three-year performance period, and also include a profitability requirement of a combined ratio of 9696.0 or better over the most recent 12-month period when the vesting is determined. The committee granted these awards to each of the NEOs in March 2023.

These awards require our business lines to outgrow the market by a specified percentage for that business line ~~to contribute~~in determining the actual number of units eligible to vest. Specifically, the 2023 awards measure the growth of ~~three~~two business lines (private passenger auto and commercial ~~auto, and homeowners multiple-peril)~~auto) from ~~2022~~2023 through ~~2024 and compare that growth~~2025 as compared to the growth rate of each of these markets as a whole (excluding our results) over that same period. We measure against these business lines since they represent market categories that align with financial reporting to insurance regulatory authorities and are publicly available and compiled routinely by third parties.

With respect to the 2023 awards, the homeowners multiple-peril business line was removed from the awards, in light of our focus on growing in states with traditionally less catastrophe exposure and limiting growth in coastal and hail-prone states; the homeowners multiple-peril business line had previously been included in prior awards.

Each business unit will receive a score, which will then be weighted based on the business lines’ relative contribution to net premiums earned. These scores will then be combined to produce a final

performance factor. In each case, we will use A.M. Best data to make these calculations. The final performance factor will be used as a “multiplier” to

increase or decrease the number of units (compared to target) that can vest. Although these awards are designed to reward growth, they do not reward

growth at all cost, and also include a restriction on vesting based on the profitability requirement previously described.

The performance score for each business unit will be determined as follows:


Performance vs. Business Line Market1						Determination of the Performance Score for the Business Line
If our growth for the business line exceeds the market growth rate by the maximum measure for that business line or more						Score will be 2.5x; this is the maximum possible score
If our growth rate for the business line exceeds the market growth rate by more than the target measure for that business line but less than the maximum measure for that business line						Score will be between 1.0x and 2.5x, in proportion to the extent to which each business line’s growth rate exceeds the market’s growth rate above the target rate
If our growth rate for the business line exceeds the market growth rate by less than the target measure for that business line						Score will be up to 1.0x of the target in proportion to the extent to which each business line’s growth rate exceeds the market’s growth rate
If the business line’s growth rate is equal to or less than the market growth rate						The score for the business line will be 0

1 Growth is measured by premium growth, which is calculated as the percentage change in annual direct earned premium (defined as the sum of net earned premium and earned premiums ceded under reinsurance).

For ~~2022,~~2023, the target growth rate measure and maximum growth rate measure for each business line is as follows:


Business Line	Target Growth Rate Measure	Maximum Growth Rate Measure
Private passenger auto	Two percentage points	Three and a half percentage points
Commercial auto	Two percentage points	Three and a half percentage points
~~Homeowners multiple-peril~~	~~Three and a half percentage points~~	~~Five percentage points~~

For the ~~2022~~2023 awards, the performance factor is expected to be determined in July ~~2025.~~2026. If the performance factor is zero, the awards will not vest and will be forfeited. If the performance factor is greater than zero, the performance factor is determined and the awards are eligible to vest, if and when the 12-month profitability requirement is satisfied. For ~~the 2022~~these awards, if the profitability requirement is not satisfied by January 31, ~~2027,~~2028, the awards will not vest and will expire.

We believe that this approach, with a potential upside for outperformance as compared with the private passenger auto and commercial auto ~~and homeowners insurance~~ markets, provides appropriate focus on our ~~full~~ competitor set in the insurance market, consistent with our profitable growth goals. In addition, the profitability requirement imposes an additional challenge to our growth in market share, given the fact that some of our competitors do not consistently show a profit in their insurance operations and rely instead on their investment activity to fund insurance liabilities.

Annual Performance-Based Equity Awards – Investment Results In March ~~2022,~~2023, the ~~committee~~Compensation and Talent Committee also awarded performance-based restricted stock units to Mrs. Griffith, Mr. Sauerland, and our CIO, with a performance goal relating to investment performance. These awards did not increase the aggregate size of the equity awards to the CEO or CFO, but represented a portion of the total performance-based awards that otherwise would have been granted to them.

These awards measure the performance of our fixed-income portfolio for the three-year period of ~~2022~~2023 through ~~2024,~~2025, on the basis of the fully taxable equivalent (FTE) total return. The FTE total return ~~(FTE). The FTE~~ is calculated by dividing the recurring investment income (which includes 50% of the benefit of state premium tax abatements associated with certain municipal securities held in our portfolio, and the total net realized (and changes in total unrealized) gains or losses on the applicable securities), by the average outstanding ~~fixed income~~fixed-income investments for the period. Those results are then compared to the performance results achieved by a benchmark group of comparable firms meeting a series of objective criteria for the same time periods. The fixed-income portfolio was chosen for these equity awards because

it represents a substantial portion of our investment portfolio (over ~~94%~~95% at ~~year-end)~~year end) and our CIO and other investment professionals actively manage this fixed-income portfolio and do not actively manage our equity investments.

~~Each eligible NEO~~

The CEO, CFO, and CIO each received a target number of restricted stock units and the number of units that will ultimately vest can vary between zero and 2.0 times target. At the end of the performance period, using performance data supplied by an independent third party, the performance factor will be determined based on our percentile ranking in the benchmark group as follows:


Score=0 Rank at or below the percentile	Score=1.0 Rank equal to the percentile	Score=2.0 Rank at or above the percentile
25th	50th	75th

The percentile ranking will be interpolated based on the positioning of our actual return compared to the other firms included in the peer set (e.g., a ranking at the 40th percentile will receive a score between zero and 1.0).

These performance-based awards are intended to align the compensation of these executives with their responsibilities in connection with the longer-term performance of our fixed-income portfolio. ~~The~~For the 2023 awards, the use of the 25th percentile as the minimum performance level, and of the 75th percentile as the maximum performance level, ~~reflects~~reflected the Compensation and Talent Committee’s decision at the time of grant that our investment constraints and guidelines may differ from other firms included in the comparison. The committee ~~felt~~determined that requiring “average” performance prior to vesting and/or rewarding performance above the 75th percentile might create an incentive to increase investment risks to a level that ~~would~~may exceed the company’s overall risk tolerance, and that below target payouts for performance between the 25th and 50th percentiles would be, on balance, fair compensation for the results achieved.

~~2022~~ Annual ~~Equity~~Time-Based Awards ~~For 2022, the aggregate dollar value (fair value on the date of grant) of annual equity~~In 2023, time-based restricted stock unit awards ~~made~~were granted to the NEOs ~~was~~and 1,077 other senior level employees, comprising approximately ~~$5.3 million~~2% of our entire employee population. These awards will vest in ~~time-based awards~~three equal annual installments, in January of 2026, 2027, and ~~$11.9 million~~2028, subject to accelerated vesting and forfeiture provisions in ~~performance-based awards (at target value).~~the 2015 Equity Incentive Plan (2015 Plan) and the grant agreement.

Annual Cash Incentive Payments (Gainshare)

Our Gainshare program has been around for three decades and has been the primary vehicle to motivate and reward our employees to achieve our profitability and growth objectives. Most companies of our size utilize some form of bonus program. Under our Gainshare program nearly all of our employees participate, and we win or lose together based on our collective performance. We believe that Gainshare is

a differentiator and contributes to the “all for one and one for all” attitude that in part defines our culture and is supported by our Core Values.

Like other elements of our compensation program, Gainshare is designed to reward performance relative to our long-standing companywide goal to grow as fast as we can at a 96 or better combined ratio while continuing to deliver high-quality customer service.

The Gainshare Plan is currently comprised of six matrices that objectively measure our various products and channels. We use different matrices for each line of business to reflect the different growth and profitability expectations given the wide variance in our market share across business lines and channels. We believe that focusing on performance at the business level is consistent with management’s approach to evaluating our operations. Beginning in 2023, the Property business is split into two matrices in light of our focus on growing in states with traditionally less catastrophe exposure and limiting growth in coastal and hail-prone states, weighted by premium.

Paid
Salary

Target
Percentage

Gainshare (i.e.,
Performance)
Factor

Annual
Incentive Payment

Annually, each executive’s salary and Gainshare target percentage are determined by the Compensation and Talent Committee for the calendar year. When the executive’s paid salary is multiplied by the assigned target percentage, the product is referred to as the participant’s “target annual incentive payment” for the year. The Gainshare Factor can range from zero to 2.00 each year, and annual cash incentive payments, therefore, can vary between 0x and 2x the target annual incentive payment amount, depending on our actual performance results for the year.

Throughout the 31-year history of our companywide Gainshare program (including 2023), the final Gainshare Factor has ranged from zero to 2.00 and, over the past 5 years of profitable growth, has averaged 1.62. These results confirm management’s view that our Gainshare program has operated to provide annual cash incentive payments to our employees, including our executive officers, commensurate with our level of achievement.

~~Those awards were~~

The Compensation and Talent Committee set the following Gainshare targets for 2023:


Name	2023 Target (Multiple of Salary)
Susan Patricia Griffith	2.50	x
John P. Sauerland	1.50
Patrick K. Callahan	1.50
Karen B. Bailo	1.00
John Murphy	1.00

For each NEO, the 2023 target values remained unchanged from 2022.

•For several years, the business lines excluded from growth and profitability results (i.e., our umbrella, renters, flood, and business owners’ policy) represented less than 1% of our companywide net premiums earned.

•We began including the transportation network company (TNC) business and the business of Protective Insurance Corporation and subsidiaries in the Commercial Lines’ profitability results in 2022 and 2023, respectively, but the businesses continue to be excluded from the average policies in force calculations since the policies for these businesses often include multiple vehicles.

•Additionally, for 2023, both the Commercial Lines and Property businesses were subject to new profitability thresholds such that if the combined ratio of the applicable business unit in its entirety equaled or exceeded 100, the Gainshare Factor for that business unit would be 0.

The Gainshare Factor for 2023 was 1.78 out of a possible 2.00 and all Gainshare payments for the NEOs are reported in the “Executive Compensation – Summary Compensation Table” as “Non-Equity Incentive Plan Compensation.”

Our 2023 Gainshare plan evaluated the growth and profitability of each of our businesses separately and determined a score between zero and 2.00 for each business. The individual scores were calculated based on a matrix that was approved by the Compensation and Talent Committee at the beginning of the year that contemplated several profit and growth scenarios. Each matrix was built by anchoring the 1.00 score at the established profitability target for the line of business, along with an aggressive growth goal when compared to historical industry growth rates. Each possible combination of growth and profitability would produce a score, and a score at or near 1.00 could be earned with a variety of other growth and profitability combinations; that is, if growth was below expectations, a 1.00 could still be achieved if profitability increased and, likewise, a moderate decrease in profitability could be offset by higher growth to generate a score around 1.00.

The nature of the Gainshare program and the measures that we use were relatively unchanged over the past several years. Although we review the interplay of profitability and growth levels for each business unit matrix annually, any changes are more in the nature of refinements based on market trends and internal expectations. Because the goals are relatively consistent over time and represent management’s expectations and goals on a business unit level, we believe that our competitors could glean valuable information about our current operations, strategies, and operating goals if we were to disclose the performance goals in greater detail, even for the previous fiscal year. We therefore believe that the specific goals for our current and prior fiscal years constitute competitive information, which, if disclosed, would harm our competitive position and that our current level of disclosure regarding performance goals and actual performance levels is appropriate and is in the best interests of our shareholders.

The following ~~target levels:~~
Time-Based
Award Value
(Multiple of Salary)
Performance-Based
Award Target
Value
(Multiple of Salary)1
Name 2022 2021 2022 2021
Susan Patricia Griffith 3.00 x 3.00 x 7.00 x 2 7.00 x 2
John P. Sauerland 1.00 1.00 2.75 2 2.75 2
Patrick K. Callahan 1.00 1.00 2.75 2.50
John Murphy 1.00 1.00 1.50 1.25
Karen B. Bailo 1.00 1.00 1.50 1.25
table presents the overall 2023 growth and profitability data for the individual core business units that contributed to the 1.78 Gainshare Factor:


Business Unit	Combined Ratio	Increase in Policies in Force (%)3
Agency auto	95.1	8	%
Direct auto	92.7	14
Special lines1	—	6
Commercial Lines2	98.8	5
Property2	98.9	4

1~~Pursuant to performance-based awards, between zero-2.5x (zero-2.0x for investment-based awards)~~Consistent with the presentation of the ~~number~~combined ratio of ~~units awarded can vest. See discussions above.~~our Personal Lines segment in our public reports, the combined ratio results for our special lines business are not presented separately and, instead, are included in either the Agency or Direct results, depending on whether the underlying policy was written through agents/brokers or directly by us.

2~~For~~Represents the ~~following executives, investment-based awards represented~~combined results of the ~~indicated percentage of each executive's total performance-based award~~segment, consistent with our public reports.

3Based on average policies in force outstanding during the year and, for Agency and Direct, represents auto policies in force only.

Using the actual performance results for the ~~year: Mrs. Griffith, 14%;~~year and ~~Mr. Sauerland, 16%.~~the Gainshare matrices discussed above, we determined the performance score for each core business unit, weighted those scores based on each business unit’s relative contribution to overall net premiums earned, and then added the weighted scores to determine the Gainshare Factor, as follows:


Matrix	Performance Score	Weighting Factor (%)		Weighted Performance Score
Agency auto	1.92	33.7	%	0.64
Direct auto	2.00	40.9		0.82
Special lines	2.00	4.5		0.09
Commercial Lines	1.31	16.9		0.22
Property – growth1	0.00	1.8		0.00
Property – limited2	0.30	2.2		0.01
Gainshare Factor				1.78

1 Results for the portion of our Property business focused on growth in states with traditionally less catastrophe exposure.

2 Results for the portion of our Property business focused on limiting growth in coastal and hail-prone states.

As depicted in the table above, our Direct auto business and special lines business achieved the maximum score of 2.00, and our Agency auto business achieved a score of 1.92. These results reflect solid growth and profitability in these products. Commercial Lines experienced moderate policies in force growth and profitability, reflected by its slightly above target 1.31 score. For our Property business, the growth states had a score of zero due to an underwriting loss for the year, while the states where we are limiting growth had a score of 0.30 primarily due to achieving profitability for the year.

Under the Gainshare calculations, average policies in force for the included products grew by just over 9%. Along with this unit growth, during 2023, companywide net premiums written grew 20% and net premiums earned grew 19%, at a 94.9 combined ratio. We were able to generate this growth despite the actions we took during the year to slow growth as part of our efforts to ensure we met our profitability target.

We believe that the resulting 1.78 Gainshare Factor was an appropriate and reasonable outcome based on the overall profitability and growth achieved in 2023. The fact that the 2023 Gainshare Factor was higher than our average factor for the past 5 years of 1.62 further demonstrates our strong pay-for-performance alignment in our Gainshare program.

Clawback Provisions

~~Our~~In 2023, our Board of Directors adopted a clawback policy in accordance with applicable SEC and NYSE rules (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy requires us to recover incentive-based compensation awarded to our current and former executive officers resulting from erroneously reported financial informationin the event that we are required to prepare an accounting restatement. For several years, our cash and equity incentive plans have included, and will continue to include language that incorporates the Dodd-Frank Clawback Policy into them.

Additionally, our equity and cash incentive plans each include one or more provisions that permit recoupment of performance-based compensation when a specified ~~events occur~~event occurs or an executive officer engages in specified conduct. If our operating or financial results used to calculate a payment or vesting factor are restated within three years of the payment or vesting, and the payment, or amount of common shares delivered at vesting, was inflated as a result of the incorrect results, we can recoup from the NEO the inflated portion of the payment or common shares delivered (or equivalent value). ~~In addition, if~~If an executive officer engaged in fraud or other misconduct that led to a restatement of operating or financial results, we can recoup from them the entire payment or value of common shares delivered at vesting, plus interest and collection costs, even if the restatement occurred more than three years after the payment or vesting event.

~~Our~~In addition to provisions in our equity plan, our equity awards also address conduct that results in reputational harm. Under the 2015 Plan, if an executive officer engages in a “disqualifying activity,” they forfeit all outstanding equity awards (time-based and performance-based) held at the time the activity began. If an equity award vests after the conduct

began but before we become aware of it, we can recoup the vested award. Among conduct that constitutes a “disqualifying activity” is conduct that is materially detrimental to our reputation or that is a material violation of our Code of Conduct.

Additional Comments Regarding ~~2022~~2023 Compensation Decisions

Consistent with our compensation philosophy and history with respect to executive compensation, the ~~committee~~Compensation and Talent Committee granted a large proportion of each NEO’s compensation in the form of performance-based compensation, including equity compensation. In this way, overall compensation for these individuals is competitive, while providing the opportunity to earn ~~above average~~above-market median compensation if and when justified by the company’s performance and our stock price, ~~and aligning~~which aligns the interests of these individuals with those of shareholders. It should be noted, however, that the ultimate value of these awards remains dependent on our achievement of applicable performance goals and the value of our common shares at the time of vesting of restricted stock unit awards. Thus, for each NEO, a substantial portion of the compensation used to establish the NEO’s potential percentile position compared to market, and the value of those awards, will remain at risk for years before it is earned, and some of the restricted stock unit awards in fact may never vest. See "Pay Versus Performance" for additional information regarding the change in fair value of these awards until they vest.

Chief Executive Officer ~~Mrs. Griffith requested that her target compensation for 2022 remain the same since 2020, and the Compensation Committee honored her request.~~ As has been the case in prior years, Mrs. Griffith’s salary amount remained well below the 50th percentile of approximately ~~$1.44~~$1.45 million for CEO salaries reflected in the market data reviewed by the ~~committee~~Compensation and Talent Committee. After honoring Mrs. Griffith’s ~~annual cash incentive (Gainshare)~~previous requests that her target ~~has remained~~compensation for 2020 through 2022 remain the same, ~~since 2019. In 2022,~~for 2023, the ~~Compensation Committee again~~committee increased her salary and revised the allocation of her annual equity awards to increase the amount granted ~~a large portion of Mrs. Griffith’s potential compensation in~~as performance-based awards and decrease the ~~form of equity-based~~amount granted as time-based awards. The committee determined that ~~these~~this equity ~~awards~~award allocation would continue to ~~keep~~provide Mrs. ~~Griffith’s overall~~Griffith with compensation at ~~a competitive~~an appropriate level, while ~~maintaining a very high portion~~adding significantly to the performance-based nature of her ~~potential~~ compensation ~~at risk~~ and ~~dependent on~~further aligning her interests with those of our performance and our stock price. In this way, the company was able to present appropriate incentives to drive our performance and maximize the extent to which Mrs. Griffith’s interests are aligned with the interests of shareholders. The committee believed that this pay package was consistent with the company’s compensation philosophy and presented an appropriate pay package that is largely performance-based.

The result of these determinations for ~~2022~~2023 was that, despite her ~~below median~~below-median salary and target cash incentive, Mrs. Griffith continues to have the potential to earn total compensation significantly above the median if the company performs exceptionally well over the various performance periods related to her compensation granted in ~~2022.~~2023. If Mrs. Griffith were to have received a cash incentive payment based on a 1.0 Gainshare Factor and her annual performance-based restricted stock unit awards were to vest at their target amounts, her total annual compensation would be just ~~below~~above the 25th percentile for CEOs. However, her annual compensation would be above the 75th percentile if all performance-based compensation, cash and equity, payouts were to be maximized.

Other Current Named Executive Officers Market comparison information is only one of a number of factors considered by the ~~committee~~Compensation and Talent Committee in setting compensation each year, along with other factors such as the length of the executive’s experience in the specific job, the nature of the job held and related responsibilities, individual performance, expected future contributions, the reliability of the comparison data, and our business needs. However, we present comparison data here for the shareholders’ information (see “– Procedures and Policies – Compensation Comparisons” ~~below~~ for further information on our market comparison process).

Assuming that cash incentives had paid out at a 1.0 performance factor for the year and annual performance-based equity also were to vest at the target 1.0 factor, Mr. Sauerland and Ms. Bailo would receive total compensation for ~~2022~~2023 between the 25th and 50th percentile level reflected in the market data reviewed by the committee, Mr. Callahan ~~and Ms. Bailo~~ would receive total compensation between the 50th and 75th percentile level, and Mr. Murphy would receive total compensation above the 75th percentile. In the event that all of their annual incentive based compensation were to pay out at their maximum level, the total compensation for Mr. Sauerland, Mr. Callahan, Ms. Bailo, and Mr. Murphy would be above the 75th percentile.

4246

Changes for ~~2023~~2024

While the basic structure of the 2024 annual compensation for the NEOs approved by the Compensation and Talent Committee in ~~February~~the fourth quarter of 2023 was consistent with ~~2022,~~2023, after a review of market data and individual executive performance, Mrs. Griffith received a ~~5.3%~~5.0% salary increase, ~~for 2023, and~~ the other NEOs received salary increases between ~~3.7%~~4.3% and ~~9.1%.~~6.7%, and Ms. Bailo's Gainshare target increased from 1.00x to 1.25x.

~~The~~With respect to the 2024 Performance-Based Awards (Investment Results), the Compensation and Talent Committee increased the maximum number of restricted stock units that may ultimately vest under this award from 2.0x to 2.5x target and additionally rewarded performance between the 75th and 90th percentiles. In making this plan design change, the committee ~~revised~~considered the ~~allocation~~Investment and Capital Committee's oversight of ~~Mrs. Griffith's annual equity~~the company's internal investment guidelines applicable to our fixed-income portfolio. Since the awards ~~between time-based~~are designed to measure the performance of our fixed-income portfolio over a longer term (three years), the Compensation and ~~performance-based awards as noted below.~~Talent Committee felt this change was appropriate and would not create an incentive to increase investment risks to a level that would exceed the company’s overall risk tolerance. The committee believes that this shift in allocation of Mrs. Griffith's equity awards will provide her compensation at an appropriate level, while adding significantly to the performance-based nature and further aligning her interests with those of our shareholders.

Multiple of Salary
Equity Award Allocation 2023 2022
Time-based award 1x 3x
Performance-based award (insurance business lines growth) at target 8x 6x
Performance-based award (investment results) at target 1x 1x
Total annual equity award grant target value 10x 10x

~~With respect to the 2023 Performance-Based Awards (Growth in Market Share), in light of~~ the focus on ~~growing in states~~the three-year results, along with ~~traditionally less catastrophe exposure~~the investment constraints mentioned above that are overseen by the Investment and ~~limiting growth in coastal~~Capital Committee, and ~~hail-prone states,~~ the ~~homeowners multiple-peril business line was removed from the awards.~~

With respect to the 2023 Gainshare Plan, the Property business was split into two matrices for the reason described above and Protective Insurance was included in the Commercial Lines’ profitability results for the first time, but continued to be excluded from the growth results. Additionally, both of these business units are subject to new profitability thresholds. If the combined ratiouse of the ~~business unit in its entirety equals or exceeds 100,~~90th percentile as the ~~Gainshare Factor~~maximum payout measure, provides appropriate incentives for ~~that business unit will be 0.~~these executives without creating inappropriate risks.

OTHER ELEMENTS OF COMPENSATION

Perquisites

We provide perquisites to our executives only when the Board or the Compensation and Talent Committee determines that such benefits are in the interests of Progressive and our shareholders. We own an aircraft that is used primarily for the CEO’s and other

executive officers’ business travel. At the request of the Board, Mrs. Griffith also uses the company aircraft for her personal travel and that of her spouse and children when they accompany her. Such personal use of the aircraft constitutes a perquisite and is provided to enhance the CEO and her family’s

personal security and the confidentiality of their travel. During ~~2022,~~2023, Mrs. Griffith took fewer flights than the prior year and we incurred approximately ~~$227,373~~$150,518 in incremental costs as a result of Mrs. Griffith’s personal use of the aircraft. Such personal trips by the CEO also result in taxable income being imputed as required under IRS regulations, and Mrs. Griffith is responsible for paying the taxes on such income without further contribution

or reimbursement from the company. Other executives and guests may occasionally accompany the CEO on personal trips, at the CEO’s discretion.

Mrs. Griffith is also provided with a company-owned vehicle and a driver for business needs to facilitate transportation to and among our headquarters and many other local facilities, and to allow her to use that travel time for work purposes. To the extent that the CEO uses the company car for personal matters, she receives a perquisite.

In addition, in connection with Mrs. Griffith’s 2023 filing made to the Federal Trade Commission under the Hart-Scott-Rodino (HSR) Act’s pre-merger notification requirements, we paid for Mrs. Griffith’s associated filing fee ($30,000) and related legal expenses ($6,120). These filings are required prior to the acquisition of a company’s common shares when ownership levels will exceed certain dollar thresholds and are subject to certain exceptions. Often, significant shareholders are exempt from these filing requirements because they hold the shares on an “investment only” basis (i.e., as a passive investor). Under the HSR rules, directors and executive officers are not considered to be passive investors.

A large portion of Mrs. Griffith’s compensation during her tenure has been in the form of equity-based awards and Mrs. Griffith has accumulated a significant number of our common shares. This has resulted in strong alignment between Mrs. Griffith’s interests and those of our shareholders. To further strengthen this alignment, a significant portion of her annual total compensation each year continues to be in the form of equity awards. Based on the considerable appreciation of her common stock holdings from previous equity award vesting events, and also taking into consideration future vesting events, a future vesting could cause Mrs. Griffith's ownership levels to exceed the HSR threshold. The Compensation and Talent Committee considered all of these factors when it determined that the company's payment of these amounts was appropriate since they arose as a result of the operation of the company’s executive compensation program.

See the “All Other Compensation” column of “Executive Compensation – Summary Compensation Table” and related footnote for additional information concerning perquisites.

Deferral Arrangements

NEOs and certain other senior level employees are given the opportunity to defer the receipt of annual cash incentive payments and annual equity awards under our Executive Deferred Compensation Plan (EDCP). This deferral mechanism allows NEOs to delay receipt of cash incentives or the vesting of

equity awards that have been earned in full and otherwise would have been received as of a specific date. The EDCP is made available to executives in order to keep our executive compensation program competitive and toalso allow executives to manage their receipt of compensation to better fit their life circumstances, including their individual financial and ~~to manage their~~ tax ~~obligations.~~planning objectives. We do not contribute additional amounts to a participant’s deferral account, either in the year of deferral or in future years. We also do not guarantee a specific investment return to participants in ~~the deferral~~this plan.

Deferred amounts are deemed to be invested in specific investments selected by the participant, ~~including~~which includes an option to invest in Progressive common shares. Deferrals of ~~currently~~ outstanding equity awards are currently required to be invested in Progressive common shares throughout the deferral period. The value of each participant’s deferred account thus varies based on the participant’s investment choices and market factors. Deferred amounts are at risk and may decrease in value if Progressive common shares or the other investments selected by the participant do not perform well during the deferral period. Additional details concerning this plan, including the NEOs’ respective holdings in the plan, can be found

under “Executive Compensation – Nonqualified Deferred Compensation.”

Retirement

We do not provide pension benefits or supplemental retirement benefits to our NEOs. NEOs are eligible to participate in our 401(k) plan on the same terms and conditions available to all other regular employees, subject to limitations under applicable law. Also, upon leaving the company, the NEO may receive a payout of unused paid time off and, where legally required, paid sick leave, subject to limitations applicable to all employees.

We do not provide other payments or benefits to executives related to retirement or eligibility for retirement other than with respect to equity awards. Our NEOs, along with all other equity award recipients, are eligible for “qualified retirement” (also referred to as "Rule of 70") treatment under our 2015 Plan.

Beginning with the 2021 awards, if an NEO retires after satisfying the Rule of 70 requirements (age 55 with at least 15 years of service or age 60 with at least 10 years of service) and remained employed through the end of ~~2022:~~2023:

•100% of their ~~2022~~2023 time-based award will ~~vest~~vest; and

•the NEO will retain 100% of the applicable performance-based award, which will vest if, when and to the extent that the applicable performance

measures orand any profitability requirement, are ~~achieved~~achieved.

For additional information regarding retirement benefits under earlier equity awards, see “Executive Compensation – Potential Payments Upon Termination or Change in Control.”

As discussed in the preceding section, an executive who elects to participate in our deferral program may be entitled to receive post-employment distributions from the EDCP. See “Executive Compensation – Potential Payments Upon Termination or Change in Control – Other Termination Provisions Under Equity Plan.”

The qualified retirement provisions are intended to provide a benefit for long-tenured employees. Mrs. Griffith, Mr. Sauerland, and Ms. Bailo satisfied the Rule of 70 requirements for a qualified retirement. See “Executive Compensation – Potential Payments Upon Termination or Change in Control – Qualified Retirement Provisions Under Equity Plan” for additional information.

Severance and Change-in-Control Arrangements

Severance and change-in-control arrangements are intended to provide compensation and a fair financial transition for eligible employees (including the NEOs) when an adverse change in their employment

situation is required due to company needs or upon the occurrence of certain unexpected corporate events, and to recognize past contributions by those executives, who are typically long-tenured employees. These arrangements allow executives to focus on the company’s performance, and not on their personal financial situation, in the face of uncertain or difficult times or events beyond their control. Each of these programs is discussed in more detail under “Executive Compensation – Potential Payments Upon Termination or Change in Control.”

Severance Our executive separation allowance plan (ESAP) provides executives with well-defined financial payments if the executive’s employment is terminated for any reason other than resignation (including retirement), death, disability, leave of absence, or discharge for cause, if certain conditions are satisfied. Based on tenure with us, for each of our NEOs, the severance payment would equal three times the executive’s salary (i.e., excluding cash incentives and equity awards) at the time of termination, plus medical, dental, and vision benefits for up to 18 months at regular employee costs, and outplacement services following termination. These benefits are payable to the NEOs upon any qualifying separation from the company, whether in a change-in-control situation or otherwise.

In addition, if a change in control occurs and an NEO terminates employment within 24 months following the change in control for “good reason,” then the NEO will be entitled to receive the same severance benefits described above as though they had been terminated by the company.

We believe that this level of severance payment for each of our NEOs (a maximum of three times the NEO’s salary) is reasonable. The severance payments do not take into account or include the value of cash incentives or equity-based awards in determining the executive’s severance payment, which substantially limits the amount of the severance payment when compared with severance plans offered by many other companies. In addition, an executive who qualifies for a severance payment under this plan does not receive accelerated vesting of equity awards (although those awards may vest (or partially vest) separately under our 2015 Plan if the executive is eligible for a qualified retirement, discussed above, or in a change-in-control scenario, as discussed immediately below). Finally, executives will not receive any tax “gross-up” payment to compensate them for any taxes they may owe in connection with a severance payment. Management and the ~~committee~~Compensation and Talent Committee accordingly believe that the severance rights provide the NEOs with a fair, but not excessive, financial transition when an executive is asked to leave the company.

The dollar values of benefits that would be payable to NEOs upon a qualifying termination under our severance plan are summarized under “Executive Compensation – Potential Payments Upon Termination or Change in Control.”

Change-in-Control Benefits Under Equity Plan The provisions of the 2015 Plan are summarized below. Additional details regarding these provisions can be found under “Executive Compensation – Potential Payments Upon Termination or Change in Control – Change-in-Control Provisions Under Equity Plan.”

The 2015 Plan has a “double-trigger” change-in-control provision. Unless the committee determines otherwise at the time of grant of an award, no acceleration or payment will occur with respect to any outstanding award upon a change in control if the outstanding award is honored, assumed, or replaced with a new right that complies with the requirements of the change-in-control provisions in the 2015 Plan, including providing substantially identical terms and substantially equivalent economic terms. Any honored, assumed, or replacement award will be subject to accelerated vesting after the change in control if, within 24 months after the change in control, the individual is terminated by the surviving entity other than for cause (as defined in the plan) or

the individual terminates employment for good reason. If vesting is accelerated, performance-based awards will be considered to be earned at the higher of target (if applicable) or a multiple based on the level of achievement through the termination date, if determinable.

If the awards are not honored, assumed, or replaced, as described above, they will vest immediately prior to the change in control and each restricted stock unit award will be cancelled in exchange for an amount equal to the fair market value of the common shares covered by the award, with any performance-based awards deemed to have been earned in full at the higher of target or a multiple of target based on the level of achievement through the date of the change in control, if determinable.

Death

Beginning with awards granted in 2021, if an NEO is employed through the end of the calendar year in which the grant is made, ~~(i)~~ the time-based award will vest 100% if the NEO dies; and ~~(ii)~~ with respect to performance-based awards, if the NEO dies ~~(x)~~(i) before the end of the performance period, then the award will vest at 100% of target; or ~~(y)~~(ii) after the end of the performance period, then the award will remain outstanding and will vest if, when and to the extent that the performance measures are achieved. For additional information regarding death benefits under earlier equity awards, see “Executive Compensation

– Potential Payments Upon Termination or Change in Control.”

Health and Welfare Benefits

NEOs are also eligible to participate in our health and welfare plans, including medical and dental benefits, a 401(k) savings plan (with matching contributions by the company up to a specified annual limit), and a limited life insurance benefit (with the ability to purchase additional coverage without company contribution), among other benefits. These plans are available on the same basis to all of our regular employees who satisfy minimum eligibility requirements.

PROCEDURES AND POLICIES

Annual Compensation and Talent Committee Decisions

The Compensation and Talent Committee makes all final determinations regarding executive officer compensation, including salary and equity and ~~non-~~

~~equity~~non-equity incentive compensation targets and performance goals. Committee decisions on annual executive compensation for ~~2022~~2023 were made in the ~~fourth quarter of 2021 with respect to Mr. Murphy and Ms. Bailo, and during the~~ first quarter of ~~2022 for the other NEOs,~~2023, after considering each executive’s role and responsibilities, performance evaluations, their tenure and experience in their current role, their future potential, our business

needs, recommendations presented by management, compensation data from comparable companies obtained from management’s compensation consultant and other third parties, and analyses performed by our compensation department and/or consultants. Our CEO participates in certain committee meetings to discuss significant compensation issues with the committee or to provide recommendations to the committee regarding the compensation of other executive officers. The committee’s executive compensation decisions thus represent the culmination of extensive analysis and discussion between the committee and management, including our CEO, our Chief Human Resources Officer, and members of our compensation and law departments. The committee routinely reports to the full Board on compensation and other human capital management matters, including talent, generally after each regularly scheduled committee meeting.

The committee delegates to management the day-to-day implementation of compensation programs for employees who are not executive officers, subject to the terms of plans approved by the committee or the Board. Generally, however, we seek to offer a consistent compensation program across our company, and as a result, determinations made by the committee on executive compensation, such as

performance goals under our Gainshare program, generally apply to other employees as well.

The committee has the authority under its charter to hire its own compensation consultants and legal advisors, at our expense. During ~~2022,~~2023, the committee retained Semler Brossy to advise the committee with respect to certain aspects of executive officer and director compensation, including advising on the use of comparative publicly held companies and providing input on the proposed 2024 Equity Incentive Plan, and to provide regular updates to the committee on general market and industry trends in executive compensation.

Compensation Comparisons

Our executive compensation program is market-based and is designed to be competitive with other compensation opportunities available to executives. However, compensation comparisons alone do not drive the ~~committee’s~~Compensation and Talent Committee’s decisions, which result from a number of factors described above that can be different for individual executives, can vary from ~~year-to-year,~~year to year, and include a number of qualitative and quantitative judgments. Compensation comparisons are one factor in this analysis.

For annual compensation decisions, ~~made in February 2022,~~ the following executive compensation survey data and statistical analyses, provided by management’s compensation

consultant, Pay Governance LLC, were used for Mrs. Griffith and Mr. Sauerland:

•Proxy statement data for 13 publicly held insurance and financial services ~~companies;~~companies with comparable revenues between $14.2 billion and $71.0 billion;

•Survey data published by Willis Towers Watson and Radford Global Compensation Database of companies with ~~comparable~~ revenues greater than ~~$20~~$20.0 billion; and

•Proxy statement data for 2827 public companies within close proximity to Progressive on the Fortune 500 list.

The first category included publicly held insurance and financial service companies, which represent potential competitors for our executive talent. We included companies with comparable total revenues, rather than total assets, due to significant asset size differences between insurance companies writing different types of insurance products. For ~~2022,~~2023, the companies in this category are listed below in descending order according to total revenue for ~~2021.~~2022.

MetLife, Inc.

Prudential Financial, Inc.

American International Group, Inc.

American Express Company

The Allstate Corporation

The Progressive Corporation

~~American Express Company~~

Chubb Limited

The Travelers Companies, Inc.

Capital One Financial Corporation

The Hartford Financial Services Group, Inc.

Aflac Incorporated

Lincoln National Corporation

~~Loews Corporation~~

Principal Financial Group, Inc.

Loews Corporation

The remaining two categories included a large number of companies from many industries. Similar to the Fortune 500 approach, we segment survey data based on company revenues and not total assets, given significant differences in asset requirements across various industries. Further, we do not generally recruit senior management level talent from other insurance companies, and our executives have employment opportunities with companies doing business in a variety of industries. As a result, we view the broad range of companies to be an appropriate reflection of the marketplace for the services of our executives.

With respect to Mr. Callahan, Ms. Bailo, and Mr. Murphy, published survey data was used because proxy statement data is not as readily available for these positions. For Mr. Callahan, our Personal Lines President, and Ms. Bailo, our Commercial Lines President, survey data published by Willis Towers Watson and Radford Global Compensation

Database, which included public companies with revenue scopes similar to these business units was used. The comparison for Mr. Murphy, our Claims President, was obtained from survey data published by Mercer PCICS, which included property and casualty claims executives at other insurance companies with direct written premium greater than $10 billion.

In evaluating the data from these groups, we do not focus on the identity of any individual company, but are interested in the aggregate data and the range of pay. All compensation comparisons referred to in this report are based on the data for these comparison groups. The comparisons were provided to the ~~Compensation Committee~~committee in December ~~2021~~2022 and supported their discussions regarding ~~2022~~2023 compensation decisions for the NEOs.

Use of “Tally Sheets”

When the Compensation and Talent Committee is considering annual compensation decisions for the NEOs, the committee is provided with information showing, for each NEO, the total target and maximum compensation (salary, annual cash incentive potential, and equity-based award values) proposed to be awarded to such executive for the upcoming year, along with tally sheets for each NEO summarizing recent total target and realized compensation, providing details with respect to outstanding equity awards and share ownership. These tally sheets are used by the committee to review each NEO’s current compensation level and to enable meaningful comparisons to the compensation

paid to similar executives at comparable companies. This is one way that the committee monitors and assesses the reasonableness of its annual compensation decisions for each NEO.

In addition, at least annually, the committee reviews summaries of the potential payments that would be made to each NEO upon the occurrence of various events, such as termination, retirement, or a change in control. These tally sheets allow the committee to see all of the potential payouts that the NEO could be eligible to receive in addition to annual compensation awards. Such payouts may arise from a number of sources, depending on the event triggering the payments, including: the executive’s prior service and earnings (such as distributions from deferral accounts); payments triggered by an employment termination (severance); or an acceleration of a vesting event that otherwise would not have occurred, if at all, until a future date (for example, a “change in control”). The committee thus is able to understand and monitor the amount of such potential payouts in each scenario, and to distinguish the source of individual components of such payouts.

To the extent that these payments arise from an NEO’s prior earnings (such as distributions from deferral accounts), the committee generally does not factor those payments into compensation decisions, since those amounts were previously earned in full by the executive, the value of the account has increased or decreased over time based on their investment elections, and we have made no subsequent contributions to increase the value of these accounts. To the extent that these payments arise from performance measures established in prior years, the committee generally does not view such payments negatively either, since the amount and timing is dependent on whether and when the company achieves the stated performance goals and the executive’s services that helped lead to the achievements. Potential severance payments and acceleration events, on the other hand, are monitored by the committee to ensure that they are reasonable and appropriate in the applicable scenarios.

Internal Pay Equity; Wealth Accumulation

We do not use “internal pay equity” or “wealth accumulation” analyses to limit compensation paid to the CEO or other NEOs. Such systems typically put a ceiling on part or all of an executive’s compensation based on considerations such as the amount of compensation paid to another executive or employee or the value of awards previously made to the executive in question. Management and the committee believe that these types of limitations are not an appropriate way to make compensation decisions for our executives and would be contrary to the interests of the company and our shareholders.

Instead, our focus is to make appropriate executive compensation decisions annually, so that executives are paid at competitive levels with a significant “at-risk,” performance-based component that is commensurate with the executive’s responsibilities.

No Tax “Gross-Up” Payments

We do not provide tax gross-up payments in connection with an executive officer’s compensation, severance, change-in-control payments, perquisites, or other benefits provided by us. Minor exceptions to this rule may arise under terms that apply to all of our employees; for example, any employee, including an executive officer, who receives taxable benefits from us under our relocation program is entitled to receive payments to defray the related tax obligation.

Effect of Any Future Financial Restatement; Recoupment

The terms of our cash incentive programs and performance-based equity awards allow us to recoup payments and vested awards from our executive officers, including our NEOs, ~~if the applicable operating or financial results triggering such payment or the vesting~~pursuant to our Dodd-Frank Clawback Policy and other recoupment provisions in a number of ~~such award are later restated,~~instances related to the ~~extent that such incentive payments or awards would not have been paid out based on the revised~~

restatement of applicable operating or financial results. For additional information concerning these recoupment ~~or “clawback”~~ rights, including limitations on those rights, see “–~~Elements of Compensation – 2022~~ 2023 Decisions and Awards – Clawback Provisions.”

Equity Ownership Guidelines for Executives

Within five years after becoming our CEO and at all times while serving as CEO thereafter, the CEO must acquire and hold Progressive common shares (or equivalent interests) with a minimum value of six times the CEO’s salary. For the purpose of this calculation, the CEO can count shares held in our 401(k) plan and share equivalent units held in our ~~executive deferred compensation plan~~Executive Deferred Compensation Plan (EDCP), but cannot count any unvested restricted stock units.

All of the other NEOs are expected to hold meaningful amounts of Progressive equity at levels that their respective compensation and financial circumstances permit. To support this goal, each of these executive’s annual compensation is heavily weighted towards equity compensation. As a result, within five years of becoming an executive officer, each of these executives is expected to hold Progressive common shares or equivalent units with a minimum value of three times the NEO’s salary.For this calculation, the NEO receives credit for shares in our 401(k) plan, share equivalent units held in our EDCP and unvested time-based restricted stock units. The NEO cannot count any unvested performance-based restricted stock units.

Management and the committee believe that equity holdings under these guidelines, as well as additional, voluntary holdings by executive officers in our equity, 401(k), and deferral plans, or in their personal accounts, appropriately ensure that the interests of management will be aligned with those of our shareholders. As of January 31, ~~2023,~~2024, Mrs. Griffith and each of the other NEOs satisfied the applicable guideline.

Prohibitions on Derivatives and Hedging Transactions

Under our insider trading policy, our executive officers and directors are prohibited from making any “short sales” of our common shares and from purchasing, selling, or writing exchange-traded or over-the-counter options (including puts and calls) on our common shares. Our executive officers and directors are also prohibited from entering into any transaction in derivatives or other instruments that are based on or relate to our common shares or any other Progressive security and from buying, selling, or trading any financial instrument (such as a variable forward contract, equity swap, credit default swap, collar, or exchange fund), or initiating or participating in any other transaction that is designed or intended to hedge against, or profit from, a decrease in the

market value of our common shares or any other Progressive security.

Prohibition on Pledges

Our executive officers and directors are prohibited from pledging their Progressive common shares as collateral for any loan, including a margin loan. We are not aware of any pledge of Progressive common shares by a director or executive officer.

Timing of Annual Equity Awards

We expect that, consistent with our actions for many years, annual equity awards will be made in March of each year, unless a legal or plan requirement causes us to adopt a change for a specific year. March is considered appropriate for annual awards because it follows shortly after annual performance evaluations and salary adjustments for executives and other equity eligible employees, thus providing an administratively convenient time to calculate the awards and communicate them to the recipients. In addition, the timing in ~~mid-March~~March follows the publication of our annual report for the prior year and, typically, the publication of our financial results for the first two months of the year, ensuring that up-to-date public information concerning the company is available in the marketplace at that time. Historically, interim awards generally have been made to an executive officer at the time of appointment to or promotion within the executive team or in a few instances when the committee deemed a special award to be appropriate; any such interim or special

award to an executive officer would require the approval of the Compensation and Talent Committee.

RELATED CONSIDERATIONS

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits to $1 million per year (the deduction limit) the deduction allowed for federal income tax purposes for compensation paid to “covered employees.” That term includes the chief executive officer, the chief financial officer, and the three other most highly compensated executives, and any individual who meets the definition of “covered employee” in 2018 or any later tax year. Each of the NEOs is now a covered employee and Progressive will not be able to deduct any compensation paid to them for any taxable year in excess of $1 million. In ~~2022,~~2023, compensation that did not qualify exceeded the deduction limit by ~~$65.7~~$93.8 million, including ~~$34.7~~$51.2 million related to Mrs. Griffith’s compensation.

The committee has not discontinued or changed any component of the compensation program that has a potential negative impact under Section 162(m), since it believes that the overall program is appropriate and in the interests of shareholders.

Section 409A of the Internal Revenue Code

Section 409A of the Internal Revenue Code sets forth requirements for non-qualified deferred compensation arrangements. These requirements apply to deferrals of compensation earned or vested after 2004. If deferrals do not comply with the requirements, the amount deferred is immediately included in the individual’s taxable income, and the individual is subject to an additional 20% tax plus interest, even if the actual payment of value to the individual might be delayed for years under the applicable plan or award. We seek to draft our compensation plans in a manner that provides an exemption from Section 409A or complies with Section 409A requirements.

4853


COMPENSATION COMMITTEE REPORT The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Progressive filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Progressive specifically incorporates this Report by reference therein. The Compensation and Talent Committee of the Board of Directors of The Progressive Corporation has reviewed and discussed with Progressive’s management the Compensation Discussion and Analysis set forth above. Based on the review and discussions noted above, the Compensation and Talent Committee recommended to the Board that the Compensation Discussion and Analysis be included in Progressive’s Proxy Statement for ~~2023,~~2024, and incorporated by reference into Progressive’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. COMPENSATION AND TALENT COMMITTEE Roger N. Farah, Chair Pamela J. Craig Barbara R. Snyder ~~Jan E. Tighe~~

4954

COMPENSATION PROGRAMS AND RISK MANAGEMENT

We believe that our compensation plans and incentives are designed so that employees are not encouraged to take inappropriate risks. We also believe our compensation plans include appropriate risk control mechanisms, along with the applicable profit margin, growth, or other performance goals. The criteria used to calculate annual cash incentive payments under our Gainshare program, as well as the goals under ~~most of~~ our performance-based equity awards that measure insurance results, reward the achievement of challenging growth goals, but only if our profitability is within specified levels. Under our Gainshare program, moreover, these performance measures are applied on a companywide basis, ensuring that all of our employees are motivated to pursue the same strategic goals.

In addition, we have an annual cash incentive program for our investment professionals (including our Chief Investment Officer), who actively manage our fixed-income portfolio. The primary constraints on the risks inherent in our fixed-income portfolio are our internal investment guidelines relating to credit quality, duration, issuer concentration, and other parameters, which are approved by the Board’s Investment and Capital Committee. Within this framework, our annual cash incentive plan compares the total return of our fixed-income portfolio against the results achieved by comparable firms in an investment benchmark for the current year and over the trailing three-year period to determine an indicated performance score. The Compensation and Talent Committee, in its discretion, can accept the indicated performance factor, or increase or decrease it, based on its evaluation of our fixed-income investment performance for the year; annual incentive payments for our investment professionals are then adjusted accordingly. We believe that this combination of investment guidelines and one- and three-year performance comparisons, with an overlay of Compensation and Talent Committee discretion to monitor

performance and cash incentive results, appropriately addresses the risks attendant to the work of our investment professionals. We also award performance-based equity awards tied to the relative performance of our fixed-income portfolio to our CEO, CFO, Chief Investment Officer, and select portfolio managers. Under these awards, our portfolio’s three-year performance is evaluated against the total returns of comparable firms over the same periods, similar to the annual cash incentive plan for our investment professionals described above. ~~Maximum payout under these awards occurs at performance at the 75~~th~~percentile of comparable firms to mitigate any incentive to increase investment risks to a level that would exceed the company’s overall risk tolerance.~~ We believe that the focus on the three-year results, along with the investment constraints mentioned above, ~~and the use of the 75~~th~~percentile as the maximum payout measure,~~ provides appropriate incentives for these executives without creating inappropriate risks.

In addition, our current cash incentive programs and performance-based equity awards allow us to recoup payments and vested awards from executive officers, pursuant to our Dodd-Frank Clawback Policy and other recoupment provisions, if the applicable operating or financial results triggering payments or vesting of the award are later restated, to the extent that such cash incentives or awards would not have been paid out based on the revised operating or financial results. For additional information concerning these recoupment or “clawback” rights and the limitation thereon, see “Compensation Discussion and Analysis – ~~Elements of Compensation – 2022~~2023 Decisions and Awards – Clawback Provisions.”

Based on these considerations, among others, we do not believe that our compensation policies and practices create risks that are likely to have a material adverse effect on the company.

5055

EXECUTIVE COMPENSATION

The following information sets forth compensation of our named executive officers (NEOs) for ~~2022:~~2023: our Chief Executive Officer (CEO); our Chief Financial Officer (CFO); and our three other most highly compensated executive officers.

SUMMARY COMPENSATION TABLE


Name and Principal Position
Name and Principal Position
Name and Principal Position	Name and Principal Position	Year	Salary1 ($)		Stock Awards2 ($)		Non-Equity Incentive Plan Compensation3 ($)		All Other Compensation4 ($)		Total ($)		Year	Salary1 ($)	Stock Awards2 ($)	Non-Equity Incentive Plan Compensation3 ($)	All Other Compensation4 ($)	Total ($)
Susan Patricia Griffith	Susan Patricia Griffith	2022	$	950,000	$	9,500,203	$	2,042,501	$	256,122	$	12,748,826
President and Chief Executive Officer	President and Chief Executive Officer	2021	950,000		9,500,212		3,847,502		165,247		14,462,961
		2020	980,770		9,500,037		4,707,694		32,022		15,220,523
John P. Sauerland	John P. Sauerland	2022	672,116		2,531,445		867,029		12,000		4,082,590
Vice President and Chief Financial Officer	Vice President and Chief Financial Officer	2021	650,000		2,437,643		1,579,500		12,000		4,679,143
		2020	672,115		2,275,137		1,935,692		12,750		4,895,694
Patrick K. Callahan	Patrick K. Callahan	2022	622,115		2,343,838		802,529		12,500		3,780,982
Personal Lines President	Personal Lines President	2021	594,231		2,100,095		1,443,981		12,000		4,150,307
		2020	565,384		1,650,123		1,628,307		12,000		3,855,814
Karen B. Bailo
Commercial Lines President

John Murphy	John Murphy	2022	550,000		1,375,024		473,000		12,750		2,410,774
Claims President	Claims President	2021	496,154		1,125,128		803,769		12,000		2,437,051
		2020	461,539		1,012,572		886,154		12,000		2,372,265
Karen B. Bailo		2022	550,000		1,375,024		473,000		12,000		2,410,024
Commercial Lines President		2021	400,000		900,157		648,000		12,000		1,960,157
		2020	375,309		620,652		694,591		12,750		1,703,302


Filed by the Registrant x

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Check the appropriate box:

o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x						No fee required

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¨						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


General Information Regarding Proxy Materials and the Annual Meeting of Shareholders			1
Proxy Statement Summary			2
Item 1: Election of Directors			911
Nominees for Director			911
Director Nominee Selection Process			911
Director Nominee Highlights			1113
Director Nominee Information			1214
Vote Required for Election			1820
Other Board of Directors Information			1921
Board of Directors Independence Determinations			1921
Board Leadership Structure			1921
Board Risk Oversight			2022
Risk Governance			2123
Meetings of the Board of Directors and Attendance			2224
Meetings of the Non-Management and Independent Directors			2224
Board Committees			2225
Board Evaluation Process			2730
Communications with the Board of Directors			2831
Transactions with Related Persons			2831
Compensation Committee Interlocks and Insider Participation			2831
Equity Ownership Guidelines for Directors			2831
Mandatory Director Retirement			2831
Report of the Audit Committee			2932
Security Ownership of Certain Beneficial Owners and Management			3033
Security Ownership of Certain Beneficial Owners			3033
Security Ownership of Directors and Executive Officers			3134
Compensation Discussion and Analysis			3336
Overview			3336
Compensation Highlights for ~~2022~~2023			3337
Our Executive Compensation Program			34
~~The Role of Diversity, Equity, and Inclusion~~			3538
Elements of Compensation – ~~2022~~			39
2023 Decisions and Awards			3640
Other Elements of Compensation			4347
Procedures and Policies			4549


Compensation Programs and Risk Management			5055
Executive Compensation			5156
Summary Compensation Table			5156
Grants of Plan-Based Awards			5358
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			5459
Outstanding Equity Awards at Fiscal Year-End			5560
Option Exercises and Stock Vested			5762
Nonqualified Deferred Compensation			5863
Potential Payments Upon Termination or Change in Control			5964
Pay Ratio Disclosure			6267
Pay Versus Performance			6469
Director Compensation			6975
Compensation of Non-Employee Directors At Fiscal Year-End			6975
Narrative Disclosure to Director Compensation Table			6975
Item 2: Proposal to Approve The Progressive Corporation 2024 Equity Incentive Plan			77
Item 3: Advisory Vote to Approve our Executive Compensation Program			71
~~Item 3: Advisory Vote on the Frequency of the Advisory Vote to Approve our Executive Compensation Program~~			7292
Item 4: Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for ~~2023~~2024			7393
Other Independent Registered Public Accounting Firm Information			7394
Approval of Audit and Non-Audit Services			7394
Independent Registered Public Accounting Firm Fees			7494
Item 5: Shareholder Proposal			95
Other Matters			7498
Procedures for Recommendations and Nominations of Directors and Shareholder Proposals			7498
Householding			7699
Charitable Contributions			76100
Solicitation			76100
Proxy Voting Matters			76100
Questions and Answers about the Annual Meeting and Voting			77101
Available Information			80104
Exhibit A: The Progressive Corporation 2024 Equity Incentive Plan			E-1


Item Number	Voting Matter	Board Recommendation
1	Elect as directors the 12 nominees identified in this Proxy Statement, each to serve for a term of one year	FOR each nominee
2	Approve The Progressive Corporation 2024 Equity Incentive Plan	FOR
3	Cast an advisory vote to approve our executive compensation program	FOR
3	~~Cast an advisory vote on the frequency of the advisory vote on our executive compensation program~~	~~ONE YEAR~~
4	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2023~~2024	FOR
5	Act on a shareholder proposal, if properly presented	AGAINST


Net premiums written growth	20	%
Policies in force growth	9	%
Combined ratio	94.9
Underwriting profit margin	5.1	%
Returns on average common shareholders’ equity:
Net income	22.9	%
Comprehensive income	30.0	%
Net income	$3.9 billion
Net income per common share	$6.58
Declared common shareholder dividends	$0.7 billion
Repurchased common shares	$0.1 billion


~~Spotlight on Environmental Stewardship~~
We continue to make increasing efforts to reduce carbon emissions and operate efficiently in all aspects of our business. We report our environmental efforts to inform our stakeholders of the efforts we are making, the initiatives and steps taken, and the forward movement on our commitments. We continue to advance our environmental stewardship efforts by seeking investments in green energy usage for our facilities, exploring opportunities to shift toward a lower-emissions vehicle fleet, and reducing paper correspondence with our customers. We believe that if we can yield positive environmental results from our business operations, we can create a sustainable business in line with our Core Values. ~~As we look forward to the future, we are excited to continue to be responsible environmental stewards. Recently we announced a~~ ~~goal of carbon neutrality by the end of 2025 for Scopes 1 and 2,~~ which will help set the path to net-zero in the following decade. To enhance our accountability, we engaged an independent third party to provide limited assurance on our Scope 1 and Scope 2 location-based greenhouse gas emissions reporting.


~~Net premiums written growth~~	10	%
~~Policies in force growth~~	3	%
~~Combined ratio~~	~~95.8~~
~~Underwriting profit margin~~	~~4.2~~	%
~~Returns on average common shareholders’ equity:~~
~~Net income~~	~~4.4~~	%
~~Comprehensive income (loss)~~	~~(13.5)~~	%
~~Net income~~	~~$0.7 billion~~
~~Net income per common share~~	~~$1.18~~
~~Declared common shareholder dividends~~	~~$0.2 billion~~
~~Repurchased common shares~~	~~$0.1 billion~~


~~What We DO Have~~
✔			~~Independent Compensation 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)~~

✔			~~DEI-related goal embedded into each executive officer’s job objectives, 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~~



Meetings Held in ~~2022~~2023									Primary Responsibilities
5									•Monitoring whether the company has adopted and adheres to rational and prudent investment and capital management policies. •Monitoring whether management’s investment and capital management actions are consistent with our investment policy, financial objectives, and business goals. •Monitoring our compliance with legal and regulatory requirements and internal guidelines pertaining to investment and capital management. •Monitoring the competence and performance of the company’s internal and external money managers. •Monitoring the compensation of external money managers. •Monitoring the company’s Strategy Group and proposed strategic investments, including mergers and acquisitions. The committee does not make operating decisions about money manager selection or compensation, asset allocation, market timing, sector rotation, or security selection, which are the responsibilities of management. The full Board must approve significant changes to the company’s capital structure, dividend policy, or portfolio asset allocation, as well as significant strategic investments.

Independence
The Board has determined that all members are independent.



Meetings Held in ~~2022~~2023									Primary Responsibilities
5									•Considering the qualifications of individuals who are proposed as possible nominees for election to the Board and making recommendations to the Board with respect to such potential candidates. •Overseeing the process for evaluating director, committee, and board performance. •Monitoring corporate governance matters affecting the Board and the company. •Regularly reviewing our Corporate Governance Guidelines to ensure that they continue to correspond to, and support, the Board’s governance philosophy and considers, ~~and,~~ where appropriate, recommending to the Board for approval, changes to the Corporate Governance Guidelines based on suggestions from its members, other Board members, or management. •Overseeing environmental, including climate change, and social factors and initiatives impacting us. At each of its meetings during ~~2022,~~2023, the committee received updates from the company’s management concerning ESG matters. The committee welcomes input from shareholders regarding potential director nominees. Shareholders can recommend a candidate for consideration by the committee by following the procedures described under “Other Matters – Procedures for Recommendations and Nominations of Directors and Shareholder Proposals.”

Independence
The Board has determined that all members are independent.



Meetings Held in ~~2022~~2023									Primary Responsibilities
5									•Overseeing the use of technology in executing our business strategies, including: ◦•Technology strategies (including digital strategies) and technology investments, ◦•Cybersecurity programs, and ◦•Operational performance, technology-related business continuity, and disaster recovery efforts. •Monitoring related industry trends. At each meeting, the committee received updates from the company’s Chief Information Officer and Chief Security Officer, among other members of management, on technology investments, IT programs and operations, and the company’s information security programs, matters, and efforts.

Independence
The Board has determined that all members are independent.


REPORT OF THE AUDIT COMMITTEE The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Progressive filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Progressive specifically incorporates this Report by reference therein. The Audit Committee of the Board of Directors consists of the three directors named below, each of whom the Board has determined meets the applicable independence and experience requirements of the New York Stock Exchange and the Securities and Exchange Commission (SEC). In addition, the Board has determined that each of Mr. Burgdoerfer, Mr. Bleser, and Mr. Kelly is an Audit Committee Financial Expert, as that term is defined by the SEC. The Audit Committee is responsible, on behalf of the Board, for ensuring that the organizational structure, policies, controls, and systems are in place to monitor and accurately report the company’s performance. The committee monitors the integrity of the company’s financial statements, its financial reporting processes, its system of internal control over financial reporting, and the public release of financial information. In addition, the committee oversees the company’s compliance and ethics and enterprise risk management programs. During ~~2022,~~2023, the committee held 910 meetings to review these matters and conduct other business. The committee also is directly responsible for the appointment, compensation, retention, and oversight of the company’s independent registered public accounting firm and for reviewing that firm’s independence. For ~~2022,~~2023, the committee appointed PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm. The committee’s appointment of PwC was ratified by shareholders at the company’s ~~2022~~2023 Annual Meeting of Shareholders. In supervising the work of PwC on the ~~2022~~2023 audit, the committee received the written disclosures and letter from PwC concerning its independence as required by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB), and the committee has discussed with PwC its independence. In addition, the committee reviewed, and discussed with PwC, among other matters: PwC’s report on its internal quality control procedures, including issues raised by governmental investigations of PwC in the preceding five years; the publicly available parts of the PCAOB’s report on its most recent inspection of PwC; regulatory developments during the year that impacted PwC’s audit work for the company or its communications with the committee; and the other matters that PwC is required to communicate to the committee under the applicable requirements of the PCAOB. The committee’s role relating to the financial statements is one of oversight. The company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Management reports to the committee on financial, accounting, and operational developments that may impact the financial statements, and on issues relating to the company’s internal controls, among other matters. The committee also oversees the work of PwC and the company’s internal audit staff. During the ~~2022~~2023 audit, the committee discussed with PwC and the internal auditors the overall scope and plans for their respective audits. The committee then met with PwC and the internal auditors at various times throughout the year, with and without management present, to discuss the results of their examinations, evaluations of the company’s internal controls, the overall quality of the company’s financial reporting, and the critical accounting matters addressed during PwC's audit. Notwithstanding the committee’s oversight efforts, and the work performed by the company’s internal audit staff, PwC alone is responsible for expressing its opinion on the conformity of the company’s consolidated year-end financial statements with accounting principles generally accepted in the United States of America and its assessment of the effectiveness of the company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the company’s audited consolidated financial statements for the year ended December 31, ~~2022.~~2023. These discussions included assessments of the quality, not just the acceptability, of the accounting policies used by the company, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. In addition, the committee has discussed with PwC its judgment as to the quality, not just the acceptability, of the company’s accounting policies. Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited consolidated financial statements be included in The Progressive Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, for filing with the SEC. After reviewing the performance of PwC in planning and conducting the ~~2022~~2023 audit, and considering PwC's independence, quality of services and communications, and sufficiency of resources, among other matters, the committee has selected and retained PwC to serve as the independent registered public accounting firm for Progressive and its subsidiaries for ~~2023.~~2024. Shareholders are being given the opportunity to vote on the ratification of this selection at the ~~2023~~2024 Annual Meeting of Shareholders. The committee operates under a written charter, the terms of which are reviewed annually by the committee. The current charter, as approved by the Board, is posted on the company’s website at progressive.com/governance. AUDIT COMMITTEE Stuart B. Burgdoerfer, Chair Philip Bleser Jeffrey D. Kelly


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership1	Percent of Class
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	~~50,562,142~~51,466,044 21	~~8.6~~8.8	%
BlackRock, Inc. and subsidiaries ~~55 East 52nd Street~~50 Hudson Yards New York, NY ~~10055~~10001	~~43,452,644~~46,567,728 32	~~7.4~~8.0	%


Name	Name	Common Shares Subject to Restricted Stock Awardsa	Beneficially Owned Common Share Equivalent Unitsb	Other Common Shares Beneficially Ownedc	Name	Common Shares Subject to Restricted Stock Awardsa	Beneficially Owned Common Share Equivalent Unitsb	Other Common Shares Beneficially Ownedc
Karen B. Bailo	Karen B. Bailo	—	—	35,550
Danelle M. Barrett	Danelle M. Barrett	—	—	—
Philip Bleser	Philip Bleser	2,962	19,082	—
Stuart B. Burgdoerfer	Stuart B. Burgdoerfer	1,914	—	24,512
Patrick K. Callahan	Patrick K. Callahan	—	—	15,186
Pamela J. Craig	Pamela J. Craig	1,859	4,509	4,361
Charles A. Davis	Charles A. Davis	2,962	10,768	329,685
Roger N. Farah	Roger N. Farah	3,098	102,850	7,539
Lawton W. Fitt	Lawton W. Fitt	4,739	97,564	9,389
Susan Patricia Griffith	Susan Patricia Griffith	—	—	549,063
Devin C. Johnson	Devin C. Johnson	2,734	—	3,693
Jeffrey D. Kelly	Jeffrey D. Kelly	1,695	—	48,720
John Murphy	John Murphy	—	—	43,945
John P. Sauerland	John P. Sauerland	—	—	420,679
Barbara R. Snyder	Barbara R. Snyder	2,734	9,907	21,730
Jan E. Tighe		2,871	602	—
Kahina Van Dyke	Kahina Van Dyke	2,871	—	9,095
All 24 Current Executive Officers and Directors as a Group	All 24 Current Executive Officers and Directors as a Group	30,439	245,282	1,704,334


Business Unit	Combined Ratio1	Increase in Policies in Force (%)2
Agency auto	95.9	(3)	%
Direct auto	96.2	3
Special lines	—	6
Commercial Lines	91.1	11
Property	110.5	3


Business Unit	Business Unit Performance Score	Weighting Factor (%)		Weighted Performance Score
Agency auto	0.26	33.8	%	0.09
Direct auto	0.94	39.4		0.37
Special lines	1.70	4.9		0.08
Commercial Lines	1.79	17.6		0.32
Property	0.00	4.3		0.00
Gainshare Factor				0.86


	Time-Based Award Value (Multiple of Salary)				Performance-Based Award Target Value (Multiple of Salary)1
Name	2022		2021		2022			2021
Susan Patricia Griffith	3.00	x	3.00	x	7.00	x	2	7.00	x	2
John P. Sauerland	1.00		1.00		2.75		2	2.75		2
Patrick K. Callahan	1.00		1.00		2.75			2.50
John Murphy	1.00		1.00		1.50			1.25
Karen B. Bailo	1.00		1.00		1.50			1.25


	Multiple of Salary
Equity Award Allocation	2023	2022
Time-based award	1x	3x
Performance-based award (insurance business lines growth) at target	8x	6x
Performance-based award (investment results) at target	1x	1x
Total annual equity award grant target value	10x	10x


Name	Name	Grant Year	Grant Date Fair Value (Maximum Performance)	Name	Grant Year	Grant Date Fair Value (Maximum Performance)
Susan Patricia Griffith	Susan Patricia Griffith	2022	$16,150,367
		2021	16,150,288
		2020	16,150,070
	2022						2022	16,150,367
	2021						2021	16,150,288
John P. Sauerland	John P. Sauerland	2022	4,489,006	John P. Sauerland	2023	4,655,368
		2021	4,322,660
		2020	3,997,763
	2022						2022	4,489,006
	2021						2021	4,322,660
Patrick K. Callahan	Patrick K. Callahan	2022	4,297,017	Patrick K. Callahan	2023	4,469,014
		2021	3,750,203
		2020	2,750,148
	2022						2022	4,297,017
	2021						2021	3,750,203
Karen B. Bailo				Karen B. Bailo	2023	2,250,153
	2022						2022	2,062,535
	2021						2021	1,250,263
John Murphy	John Murphy	2022	2,062,535	John Murphy	2023	2,175,055
		2021	1,562,603
		2020	1,406,365
Karen B. Bailo		2022	2,062,535
		2021	1,250,263
		2020	221,433
	2022						2022	2,062,535
	2021						2021	1,562,603


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards1			Estimated Future Payouts Under Equity Incentive Plan Awards						Grant Date Fair Value of Equity Awards2
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards1													Estimated Future Payouts Under Non-Equity Incentive Plan Awards1	Estimated Future Payouts Under Equity Incentive Plan Awards										Grant Date Fair Value of Equity Awards2 ($)
Name	Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)		Target (#)		Maximum (#)			Grant Date Fair Value of Equity Awards2
Susan Patricia Griffith	Susan Patricia Griffith	NA		0	td,375,001	$4,750,002
		3/17/2022							26,023	3			$2,850,039
		3/17/2022					0	4	60,721	4	147,465	4	6,650,164
Susan Patricia Griffith
Susan Patricia Griffith
		3/20/2023
		3/20/2023
		3/20/2023																			7,191		3					$1,000,052
	3/20/2023														3/20/2023			0	4	64,716		4		158,195	4	9,000,054
John P. Sauerland	John P. Sauerland	NA		0	1,008,173	2,016,346
		3/17/2022							6,164	3			675,081
		3/17/2022					0	4	16,950	4	40,988	4	1,856,364
		3/20/2023
		3/20/2023
		3/20/2023																			5,034		3					700,078
	3/20/2023														3/20/2023			0	4	13,843		4		33,475	4	1,925,146
Patrick K. Callahan	Patrick K. Callahan	NA		0	933,173	1,866,346
		3/17/2022							5,707	3			625,031
		3/17/2022					0	4	15,694	4	39,235	4	1,718,807
		3/20/2023
		3/20/2023
		3/20/2023																			4,674		3					650,013
	3/20/2023														3/20/2023			0	4	12,854		4		32,135	4	1,787,606
Karen B. Bailo
		3/20/2023
		3/20/2023
		3/20/2023																			4,315		3					600,087
	3/20/2023														3/20/2023			0	4	6,472		4		16,180	4	900,061
John Murphy	John Murphy	NA		0	550,000	1,100,000
		3/17/2022							5,022	3			550,009
		3/17/2022					0	4	7,533	4	18,833	4	825,014
Karen B. Bailo		NA		0	550,000	1,100,000
		3/17/2022							5,022	3			550,009
		3/17/2022					0	4	7,533	4	18,833	4	825,014
		3/20/2023
		3/20/2023
		3/20/2023																			4,171		3					580,061
	3/20/2023														3/20/2023			0	4	6,256		4		15,640	4	870,022


		Stock or Unit Awards1
	Stock or Unit Awards1													Stock or Unit Awards1
Name	Name	Number of Shares or Units of Stock That Have Not Vested (#)2	Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)		Name	Number of Shares or Units of Stock That Have Not Vested (#)2	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)
Susan Patricia Griffith	Susan Patricia Griffith	81,156	$	10,526,745		61,258	3	$	7,945,775
						580,668	4	75,318,446
					482,737
John P. Sauerland	John P. Sauerland	18,739	2,430,636			27,433	3	3,558,334
						151,277	4	19,622,140
					121,504
Patrick K. Callahan	Patrick K. Callahan	—	—			29,072	3	3,770,929
						125,825	4	16,320,761
					114,180
Karen B. Bailo
					49,329
John Murphy	John Murphy	—	—			24,164	3	3,134,312
						59,094	4	7,665,083
Karen B. Bailo		9,557	1,239,638			7,621	3	988,520
						36,563	4	4,742,587
					52,329


Name	Name	1/1/23	1/1/24	1/16/24	1/1/25	1/21/25	1/20/26	1/19/27
Name
Name
Susan Patricia Griffith
Susan Patricia Griffith
Susan Patricia Griffith	Susan Patricia Griffith	46,767	22,108	10,738	15,234	19,435	19,435	8,697
John P. Sauerland	John P. Sauerland	24,104	5,066	2,449	3,475	4,509	4,509	2,060
John P. Sauerland
John P. Sauerland
Patrick K. Callahan	Patrick K. Callahan	8,141	5,487	2,261	2,940	4,168	4,168	1,907
Patrick K. Callahan
Patrick K. Callahan
Karen B. Bailo
Karen B. Bailo
Karen B. Bailo
John Murphy	John Murphy	6,629	4,442	1,884	2,405	3,563	3,563	1,678
Karen B. Bailo		3,030	2,514	1,507	2,077	3,186	3,186	1,678
John Murphy
John Murphy


		Stock Awards
		Number of Shares Acquired on Vesting1	Value Realized on Vesting
	Stock Awards								Stock Awards
	Number of Shares Acquired on Vesting1							Number of Shares Acquired on Vesting1	Value Realized on Vesting
Name	Name	(#)	($)	Name	(#)	($)
Susan Patricia Griffith	Susan Patricia Griffith	272,335	$32,794,206
John P. Sauerland	John P. Sauerland	81,581	9,647,674	John P. Sauerland	86,857	13,315,273	13,315,273
Patrick K. Callahan	Patrick K. Callahan	42,175	5,102,203	Patrick K. Callahan	51,489	8,152,273	8,152,273
Karen B. Bailo				Karen B. Bailo	6,520	963,863
John Murphy	John Murphy	26,501	3,160,713	John Murphy	28,795	4,488,127	4,488,127
Karen B. Bailo		9,537	1,071,014


			Vesting Date	1/3/2022		2/17/2022		5/2/2022		8/25/2022
			Value at Vesting	$	102.08	$	105.20	$	108.90	$	125.95
			Type	TB		PB		TB		PB
		Vesting Date										Vesting Date	1/3/2023	2/21/2023	11/27/2023
		Value at Vesting
		Type										Type	TB	PB
Name	Name		Performance Factor	NA		1.77		NA		2.50
Susan Patricia Griffith	Susan Patricia Griffith			42,010		24,272		—		206,053
John P. Sauerland	John P. Sauerland			23,356		3,372		—		54,853
Patrick K. Callahan	Patrick K. Callahan			8,785		—		—		33,390
Karen B. Bailo
John Murphy	John Murphy			7,421		—		—		19,080
Karen B. Bailo				3,450		—		2,806		3,281


		Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year1	Aggregate Earnings (Losses) in Last Fiscal Year	Aggregate Withdrawals/ Distributions2	Aggregate Balance at Last Fiscal Year End3
	Executive Contributions in Last Fiscal Year								Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year1	Aggregate Earnings (Losses) in Last Fiscal Year	Aggregate Withdrawals/ Distributions2	Aggregate Balance at Last Fiscal Year End3
Name	Name	($)					Name	($)
Susan Patricia Griffith	Susan Patricia Griffith	$—		$(244,649)	$—	$1,079,474
John P. Sauerland	John P. Sauerland	—		(76,188)	157,970	294,718
Patrick K. Callahan	Patrick K. Callahan	—		2,291,495	—	12,888,343
Karen B. Bailo
John Murphy	John Murphy	—		(83,113)	—	409,668
Karen B. Bailo		—		(286,673)	—	1,831,006


Name	Name	Amount of Severance Payment ($)	Estimated Value of Health Benefits ($)	Name	Amount of Severance Payment ($)	Estimated Value of Health Benefits ($)
Susan Patricia Griffith	Susan Patricia Griffith	$2,850,000	$24,985	Susan Patricia Griffith	$3,000,000	$26,779
John P. Sauerland	John P. Sauerland	2,025,000	24,985	John P. Sauerland	2,100,000	26,779
Patrick K. Callahan	Patrick K. Callahan	1,875,000	24,824	Patrick K. Callahan	1,950,000	26,779
Karen B. Bailo				Karen B. Bailo	1,800,000	23,044
John Murphy	John Murphy	1,650,000	24,985	John Murphy	1,740,000	26,779
Karen B. Bailo		1,650,000	21,512


Name			Payments on Unvested Restricted Stock Unit Awards/Total1 ($)
Susan Patricia Griffith			$~~49,950,543~~48,494,389
John P. Sauerland			~~14,194,165~~12,482,136
Patrick K. Callahan			~~10,299,233~~11,364,628
~~John Murphy~~			~~6,200,397~~
Karen B. Bailo			~~4,125,167~~6,091,982
John Murphy			6,801,415


Year	Year	Summary Compensation Table Total for CEO		Compensation Actually Paid to CEO1		Average Summary Compensation Table Total for Non-CEO Named Executive Officers		Average Compensation Actually Paid to Non-CEO Named Executive Officers2		Value of initial fixed td00 investment based on:						Net Income (in billions)		Combined Ratio5	Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO1	Average Summary Compensation Table Total for Non-CEO Named Executive Officers	Average Compensation Actually Paid to Non-CEO Named Executive Officers2	Value of initial fixed td00 investment based on3:		Net Income (in billions)	Combined Ratio5
												Peer Group Total Shareholder Return4												Total Shareholder Return	Peer Group Total Shareholder Return4
										Total Shareholder Return3		S&P 500 P/C Group		Value Line P/C Group
2023
2022	2022	$	12,748,826	$	48,474,661	$	3,171,093	$	9,195,384	$	198.67	$	148.53	NA		$	0.7	95.8
2021	2021	14,462,961		26,403,691		3,668,598		5,359,600		156.68		124.95		$	142.42	3.4		95.3
2020	2020	15,220,523		52,840,789		3,582,178		10,086,445		141.38		106.33		103.87		5.7		87.7


Name	Name	Fees Earned or Paid in Cash1 ($)	Stock Awards2 ($)	Total ($)
Name
Name					Fees Earned or Paid in Cash1 ($)	Stock Awards2 ($)	Total ($)
Danelle M. Barrett
Philip Bleser	Philip Bleser	$—	$325,080	$325,080
Stuart B. Burgdoerfer	Stuart B. Burgdoerfer	140,000	210,062	350,062
Pamela J. Craig	Pamela J. Craig	136,000	204,025	340,025
Charles A. Davis	Charles A. Davis	—	325,080	325,080
Roger N. Farah	Roger N. Farah	—	340,006	340,006
Lawton W. Fitt	Lawton W. Fitt	—	520,105	520,105
Devin C. Johnson	Devin C. Johnson	—	300,057	300,057
Jeffrey D. Kelly	Jeffrey D. Kelly	124,000	186,026	310,026
Barbara R. Snyder	Barbara R. Snyder	—	300,057	300,057
Jan E. Tighe		—	315,092	315,092
Jan E. Tighe3
Kahina Van Dyke	Kahina Van Dyke	—	315,092	315,092


Chairperson of the Board	$	485,000
Non-Employee Director	300,000
Additional compensation for Committee Chair:
Audit Committee	35,000
Compensation and Talent Committee	25,000
Investment and Capital Committee	25,000
Nominating and Governance Committee	20,000
Technology Committee	25,000
Other additional compensation:
Audit Committee members	10,000
Secondary Committee assignment	15,000


Fees	Fees	2022		2021		Fees	2023	2022
Audit	Audit	$	5,806,505	$	5,475,144
Audit-Related		967,732		494,000
Audit-related
Tax	Tax	60,118		—
Other	Other	147,494		102,500
Total	Total	$	6,981,849	$	6,071,644


Report to Shareholders on Risks Created by the Company's Diversity, Equity, and Inclusion Efforts WHEREAS: The US Supreme Court ruled in SFFA v. Harvard on June 29, 2023, that discriminating on the basis of race in college admissions violates the equal protection clause of the 14th Amendment.1 Attorneys General of 13 States warned Fortune 100 companies on July 13, 2023, that SFFA implicated corporate diversity, equity, and inclusion (DEI) programs.2 Prior legal advice regarding the legality of racially discriminatory programs has been called into question post-SFFA.3 Recent analysis of American Fortune 100 hiring in the wake of the 2020 race riots found that whites were excluded from 94% of the hiring decisions,4 a statistic that itself provides prima facie proof of illegal discrimination on the basis of race by these companies, given that whites constitute 76% of the American population.5 A review of Progressive's website on Nov. 21, 2023, revealed that Progressive has possibly implemented illegal racial quotas by (1) setting "an ambitious goal to double the representation of people of color in senior leadership from 10% to 20% by the end of 2025,"6 and (2) implementing hiring practices resulting in 21 percent of Progressive employees being Black even though Blacks only make up 12 percent of the U.S. population, which may explain why Asians and "LatinX" employees are underrepresented.7 The foregoing may partly explain why a 2022 article in Insurance Business ran under a headline that read in part: "Progressive slammed for 'woke' hiring practices."8 RESOLVED: Shareholders ask that the board commission and publish a report on (1) whether the Company engages in any practices directly or indirectly associated with diversity, equity, and inclusion (DEI) initiatives that may create risks of discriminating illegally on bases such as race and sex, thereby potentially triggering justice-seeking responses from stakeholders of the company (including employees, suppliers, contractors, and retained professionals), and (2) the potential costs of such discrimination to the business. SUPPORTING STATEMENT: In just the past year, a corporation was successfully sued for a single case of discrimination against a white employee resulting in an award of more than $25 million.9 The risk of being sued for such discrimination appears only to be rising.10 With over 50,000 employees,11 Progressive likely has at least 37,000 employees who are potentially the victims of this type of illegal discrimination because they are white, Asian, male, or straight.12 Accordingly, even if only 10 percent of such employees were to file suit, and only 10 percent of those prove successful, the cost to the company could exceed $9 billion. And while racial equity audits can cost up to $4 million, this report should cost much less, as it need review only the potentially discriminatory programs, unless Progressive has established so many such programs that its liability for this discrimination must be expected to be much higher.


1 https://www.scotusblog.com/case-files/cases/students-for-fair-admissions-inc-v-president-fellows-of-harvard-college/ 2https://ag.ks.gov/docs/default-source/documents/corporate-racial-discrimination-multistate-letter.pdf?sfvrsn=968abc1a_2 3 https://freebeacon.com/democrats/starbucks-hired-eric-holder-to-conduct-a-civil-rights-audit-the-policies-he-blessed-got-the-coffee-maker-sued/ 4https://www.bloomberg.com/graphics/2023-black-lives-matter-equal-opportunity-corporate-diversity/ https://www.dailywire.com/news/bloomberg-flubs-data-for-bombshell-report-that-only-6-of-new-corporate-hires-are-white 5https://www.census.gov/quickfacts/fact/table/US/PST045222 6https://www.progressive.com/about/diversity-and-inclusion/ 7 Id. 8https://www.insurancebusinessmag.com/us/news/breaking-news/ceo-steps-in-as-progressive-slammed-for-woke-hiring-practices-406351.aspx 9https://www.foxbusiness.com/features/starbucks-manager-shannon-phillips-wins-25-million-lawsuit-fired-white-donte-robinson-rashon-nelson 10 See, e.g., https://aflegal.org/america-first-legal-files-class-action-lawsuit-against-progressive-insurance-for-illegal-racial-discrimination/; https://aflegal.org/afl-files-federal-civil-rights-complaint-against-activision-for-illegal-racist-sexist-and-discriminatory-hiring-practices-and-sends-letter-to-activision-board-demanding-they-end-unlawful-dei-polici/; https://aflegal.org/america-first-legal-files-federal-civil-rights-complaint-against-kelloggs-warns-management-that-its-violating-fiduciary-duties/ 11https://www.progressive.com/careers/ 12https://www.census.gov/quickfacts/fact/table/US/PST045222