PROGRESSIVE CORP/OH/ PGR

66% shingled-prose overlap between the two filings.

2025: 77,527 chars · 2026: 77,580 chars

• Committee Report:89% overlap (4,905 → 4,905 chars)
• Pay Ratio (Item 402(u)):86% overlap (824 → 945 chars)
• Say-on-Pay proposal:82% overlap (25,000 → 25,000 chars)

• changedWe generally provide basesalarytoour executives with base salaries near or below the market median and providea significant percentage of total compensation in the form of performance-based equity awards. awardsthatprovideupsidepotentialwhenweperformwellagainstpre-establishedandobjectivemeasuresthatcorrelatetoshareholdervalue.
• newThe performance-based equity awards provide upside potential when we outperform challenging pre-established and objective measures that correlate to shareholder value.
• changedOur profitable growth target is not a value of convenience from which we look to waver waiverdepending on the state of our business.
• changedThese 2025 awards represented represent85% and 77% (on average) of themaximum potential 2024annualcompensation for Susan Patricia Griffith, our President and Chief Executive Officer (CEO), and our other named executive officers (NEO), respectively.
• changedFor example, over the past three years we have profitably grown our net premiums earned (the source of nearly all of our non-investment revenue) by $32.4 $26.4billion, or 66%. 60%.
• changedDuring 2025, 2024,both net premiums written grew by 12% and net premiums earned grew by 15%, 21%,at a profitable 87.4 88.8combined ratio.
• changedWe believe this performance exceeds the three-year underwriting margin and net premiums written growth performanceof our industry peers, based on 2024 U.S. private passenger auto industry data.We peers.Wecontinue to demonstrate strong pay-for-performance alignment in our equity and cash incentive awards.
• changedDuring the past five years:•we grew faster than the markets of the insurance business lines we measure, resulting in the related vesting of the performance-based restricted stock unit awards above target;•we achieved long-term fixed-income portfolio returns in line with our benchmark, benchmarkgroup,resulting in the vesting of the performance-based restricted stock unit awards that reflect our investment results near or above target; and•our Gainshare program paid out an average of 161% 159%of target based on the growth in average policies in force and profitability of our insurance businesses (for 2025, 2024,it paid out at 199% 178%of target).In addition, our cumulative total shareholder return over the past five years exceeded that of the S&P 500 by 1.6 2.8times (x) and of our industry peer group by 1.2x. 2.2x.
• changedSee the performance graph included in our 2025 2024Annual Report to Shareholders and “Pay Versus Performance” for additional discussion.See “Proxy Statement Summary” for more information regarding our annual financial results for 2025 2024and “Pay Versus Performance” for an additional discussion related to our pay-for-performance alignment.COMPENSATION HIGHLIGHTS FOR 2025For 2025, 2024For2024,in addition to our CEO, the other NEOs included John P.
• changedBailo, our Commercial Lines President, and John Murphy, our Claims President.Consistent with prior years, the total target compensation in 2025 2024for our CEO and the other NEOs was heavily weighted toward at-risk performance-based compensation.
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• changed2025 2024CEO CompensationAt-risk annual equity and cash incentive awards represented 97% of maximum potential compensation and 93% of target compensation.Mrs.
• changedGriffith received a salary increase of 4.8% 5.0%and her salary remains well below the market median.Annual Equity Awards:•Time-based: 1.0x salary •Performance-based:•Insurance operations: target 8.0x salary (could target-couldrange from zero to 20.0x)•Investment 20.0xsalary•Investmentresults: target 1.0x salary (could target-couldrange from zero to 2.5x)Annual 2.5xsalaryAnnualCash Incentive: target 2.5x salary (could target-couldrange from zero to 5.0x).2025 5.0xsalary.2024Other NEOs CompensationAt-risk annual equity and cash incentive awards averaged 90% of maximum potential compensation and 82% of target compensation.Each NEO received a salary increase, as discussed below.Annual Equity Awards:•Time-based: 1.0x salary•Performance-based: target 2.23x salary, 2.16xtarget,on average (could -couldrange from zero up to 7.5x, as amounts 6.9xsalary(amountsvary by executive)Annual Cash Incentives: target between 1.0x and 1.5x salary (could target(amountsvarybyexecutive)-couldrange between zero and 3.0x, as amounts vary by executive). 3.0xsalary.
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• changed2025 2024Say-on-Pay VoteAt our 2025 2024Annual Meeting of Shareholders, shareholders cast an advisory vote voteson our executive compensation program, sometimes referred to as the “say-on-pay” vote.
• changedIn that vote, our shareholders approved our executive compensation program, with 94% 95%of the votes cast in support.
• changedDuring 2025, 2024,the Compensation and Talent Committee (referred to in this Compensation Discussion and Analysis as the “committee”) of the Board of Directors reviewed these results with management.
• changedBecause 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 2026 2025compensation should be taken in response to the 2025 say-on-pay vote.OUR EXECUTIVE COMPENSATION PROGRAMOur executive compensation program is designed and implemented under the direction and guidance of the committee.
• changedThe following chart provides general information about the elements of compensation for our 2025 executive compensation program:
• changedElementWhy We Use This ElementAnnual or Long-TermFixed or VariableSalary•Provides a fixed amount of income to attract and retain executive talent and rewards individual performanceAnnualFixedGainshare Plan (cash incentive)*•Motivates CashIncentive*•Motivatesnearly 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 medianAnnualVariableProgressive Capital Management Annual Incentive Plan (cash incentive)•Applies CashIncentive•Appliesto our investment professionals, including our Chief Investment Officer (CIO), and motivates them 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 one- and three-year periods against the performance results of a benchmark•Provides benchmarkgroup•Providesthe CIO with the potential (when combined with other compensation elements) to earn compensation above the market medianAnnualVariablePerformance-Based Restricted Stock UnitsPerformance versus Market Insurance Results*•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 performance 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 medianLong-TermVariablePerformance-Based Restricted Stock Units Investment Results*•Motivates our CEO, CFO, CIO, and investment professionals to 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•Aligns benchmarkgroup•Alignsthe 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 medianLong-TermVariableTime-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 sharesLong-TermVariable
• changedThe Role of Supporting An Inclusive WorkplaceWe Diversity,Equity,andInclusionWebelieve 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 an inclusive theprinciplesofdiversity,equity,andinclusionintheworkplace is a priority, and is 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.
• newAccordingly, in addition to the assessment of market data, in establishing 2025 target total compensation for our NEOs, the committee broadly considered the investments and actions taken during 2024 under our executive team’s leadership to further support our robust and legally compliant related efforts, including those highlighted below:•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 inter-cultural and inter-personal awareness efforts and serving as sponsors for many of our nine ERGs.•Supporting several leadership development offerings.•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.•Expanding our 401(k) plan to offer a company matching contribution for employees making qualified student loan payments.•Establishing a new Volunteer Time Off program, which provides certain employees eight hours of paid time off per year to volunteer at a charitable organization of their choosing.•Offering targeted and immediate financial assistance to employees impacted by severe weather events through an expansion to our Employee Relief Fund.•Serving as the stewards of our Core Values and culture, which contributed to the company receiving several recognitions for 2024, including placement at #35 on Fortune’s 100 Best Companies to Work For list, #10 on Top Workplaces’ USA list, and #1 on Top Workplaces’ Northeast Ohio list.The committee made a similar assessment with respect to establishing 2026 target total compensation for the NEOs and broadly considered similar investments and actions taken during 2025 under our executive team’s leadership.
• changedSee “Proxy Statement Summary – Human Capital Management – Supporting An Inclusive Workplace” Diversity,Equity,andInclusion”for more information.2025 information.2024DECISIONS AND AWARDSSalariesFor 2025, 2024,annual salaries for our NEOs were as follows:Name2025Salary1Change follows:Name2024Salary1ChangeFromPrior SalarySusan Patricia Griffith$1,100,0004.8 Griffith$1,050,0005.0%John P.
• newSauerland775,0005.4 Patrick K.
• newCallahan700,0002.9 Karen B.
• changedBailo675,0005.5 Bailo640,0006.7John Murphy630,0004.1 Murphy605,0004.31Amounts may differ from the salary amounts shown in “Executive Compensation – Summary Compensation Table” as salary changes are typically implemented in February of each year.After reviewing the applicable market comparison and also taking into account each executive’s experience in the specific role, individual performance, and,forMs.Bailoand the market competitiveness of the executive’s total compensation, Mr.Murphy,continuedgrowthanddevelopmentintheirrespectiveroles,annual salary increases were provided to each NEO. NEOtoimprovethemarketcompetitivenessoftheexecutive’stotalcompensation.
• changedAftertakingintoaccountThe 2025 base increases,the2024salaries for each applicableNEO, with the exception of Mr. Murphy, remained below the median for executives at comparable companies based on the data reviewed by the committee in late 2024. 2023.
• changedAs 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 2025, 2024,the aggregate dollar value (fair value on the date of grant) of annual equity awards made to the NEOs was approximately $16.1 $15.2million in performance-based awards (at target value) and $3.9 $3.7million in time-based awards.
• changedThose awards were determined based on the following target levels:NamePerformance-BasedAward Target Value(Multiple of Salary)1, 2Time-Based Salary)1Time-BasedAward Value (Multiple of Salary)Susan Patricia Griffith9.00x31.00xJohn Griffith9.00x21.00xJohnP.
• newSauerland3.0031.00Patrick K.
• newSee discussions above.2To further align Mr. Sauerland’s total compensation to market comparisons, the committee increased his performance-based award target value from 2.75 to 3.00 for 2025.
• changed(See “– Procedures and Policies – Compensation Comparisons” for further information on our market comparison process).3For Seediscussionsabove.2Forthe following executives, investment-based performance awards represented the indicated multiple of each executive’s salary for the year: Mrs. Griffith, 1.00x; 1.0x;and Mr. Sauerland, 0.50x.Our 0.45x.Ouragreements include a non-compete provision and contain provisions for death, disability, and retirement (see “Executive Compensation – Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”).Annual Performance-Based Awards – Performance versus Market Insurance Results Each of the NEOs and 70 56other senior leaders managerswere 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 require achieving profitability measured as ofa combined ratio of 96.0 or better over the most recent 12-month period prior to the vesting determination.
• changedThe committee granted these awards to each of the NEOs in March 2025.These 2024.Theseawards require our business lines to outgrow the market by a specified percentage for that business line in determining the actual number of units eligible to vest.
• changedSpecifically, the 2025 2024awards measure the growth of two business lines (private passenger auto and commercial auto) from 2025 2024through 2027 2026as compared to the growth rate of each of these markets as a whole (excluding our results) over that same period.
• changedFor 2025, 2024,the target growth rate measure and maximum growth rate measure for each business line is as follows:
• changedFor the 2025 2024awards, the performance factor is expected to be determined in July 2028. 2027.
• changedFor these awards, if the profitability requirement is not satisfied by January 31, 2030, 2029,the awards will not vest and will expire.
• changedIn 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. liabilities.AnnualPerformance-BasedEquityAwards–InvestmentResultsDuring2024,thecommitteeawardedperformance-basedrestrictedstockunitstoMrs.Griffith,Mr.Sauerland,andourCIO,amongotherinvestmentprofessionals,withaperformancegoalrelatingtoinvestmentperformance.
• newWe believe that this award has contributed to our exceptional and profitable growth in recent years.Annual Performance-Based Equity Awards – Investment Results During 2025, the committee awarded performance-based restricted stock units to Mrs. Griffith, Mr. Sauerland, and our CIO, among other investment professionals, with a performance goal relating to investment performance.
• changedThese 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.The 2025 2024awards measure the performance of our fixed-income portfolio for the three-year period of 2025 2024through 2027, 2026,on the basis of the fully taxable equivalent (FTE) total return.
• changedThose results are then compared to the performance results achieved by a benchmark groupof comparable firms meeting a series of objective criteria for the same time periods.
• changedThe fixed-income portfolio was chosen for these equity awards because it represents a substantial portion of our investment portfolio (nearly 96% (over95%at year end) and our CIO and other investment professionals actively manage this fixed-income portfolio and do not actively manage our common equity investments.
• changedAt 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 groupas follows:Score=0.00 Rank at or below the percentileScore=1.00 Rank equal to the percentileScore=2.00 Rank equal to the percentileScore=2.50 Rank at or above the percentile25th50th75th90thThe 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 1.00).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.
• changedFor the 2025 2024awards, the use of the 25th percentile as the minimum performance level and the 90th percentile as the maximum performance level reflected the committee’s decision at the time of grant that our investment constraints and guidelines may differ from other firms included in the comparison.
• changedBeginning with respecttothe 2024 awards, the committee increased the maximum number of restricted stock units that may ultimately vest under this award from 2.00x to 2.50x target to reward performance results between the 75th and 90th percentiles.
• changedThe committee determined that the focus on the three-year results, along with the Investment and Capital Committee’s oversight of constraintsmentionedabovethatareoverseenbythe company’s internal investment guidelines applicable to our fixed-income portfolio, andCapitalCommittee,and the use of the 90th percentile as the maximum payout measure, provides appropriate incentives for these executives without creating inappropriate risks that would exceed the company’s overall risk tolerance.Annual risks.AnnualTime-Based Awards In 2025, 2024,time-based restricted stock unit awards were granted to the NEOs and 1,241 1,137other senior level employees, comprising approximately 2% of our entire employee population.
• changedThese awards will vest in three equal annual installments, in January of 2027,2028, 2029, and 2030. 2029.
• changedThe Gainshare Factor can range from zero to 2.00 each year, and annual cash incentive payments, therefore, can vary between zero and 2.00x the target annual incentive payment amount, depending on our actual
• changedcanvarybetween0xand2xthetargetannualincentivepaymentamount,dependingonouractualperformance results for the year.Throughout the 33-year 32-yearhistory of our companywide Gainshare program (including 2025), 2024),the final Gainshare Factor has ranged from zero to 2.00 and, over the past 5 years of profitable growth, has ranged from 0.86 to 1.99, 1.92,with an average of 1.61. 1.59.
• changedThese 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 committee set the following Gainshare targets for 2025:Name2025 2024:Name2024Target(Multiple of Salary)Susan Patricia Griffith2.50 xJohn P.
• changedBailo1.25 John Murphy1.00 The 2025 2024target values remained unchanged from 2024 2023for each NEO.The NEO,exceptforMs.Bailo,whoreceiveda0.25xincreaseinhertargetpercentageafterthecommitteeconsideredherrole,responsibilities,andindividualperformance.TheGainshare payout was determined based on the performance of our agency auto, direct auto, special lines, and property business units (collectively, Personal Lines), and Commercial Lines, subject to the following:•We exclude certain following:•Forseveralyears,theproducts excludedfrom growth and profitability results (i.e., our umbrella, renters, flood, and business owners’ policy), which policy)have consistently represented less than 1% of our companywide net premiums earned.•The Commercial Lines’ growth results exclude earned.•Beginningin2022,weincludedthe transportation network company (TNC) business and the business of Progressive Fleet & Specialty Programs (formerly known as The Protective Insurance Corporation and its subsidiaries) intheCommercialLines’profitabilityresultsbutexcludedthebusinessesfrom the average policies in force calculations since the policies for these businesses often include multiple vehicles.•The property business is split into two matrices, weighted by premium, in light of our focus on improving profitability and reducing our concentration and exposure vehicles.•Beginningin more volatile weather-related markets.•Both 2023,boththe Commercial Lines and property products are weresubject to newprofitability thresholds such that if the combined ratio of the applicable business unit in its entirety equaled or exceeded 100.0, the Gainshare Factor for that business unit would be 0.00.Focusing 0.00.•Beginningin2023,thepropertybusinesswassplitintotwomatrices,weightedbypremium,inlightofourfocusonimprovingprofitabilityandreducingourconcentrationandexposureinmorevolatileweather-relatedmarkets.Focusingon performance at the product level was consistent with management’s approach to evaluating our operations.
• changedThe combined ratio represents the profitability of our insurance operations.The Gainshare Factor for 2025 2024was 1.99 1.78out 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 2025 2024Gainshare plan evaluated the growth and profitability of each of our businesses separately and determined a score between zero and 2.00 for each business.
• changedWe 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.
• changedThe following table presents the overall 2025 2024growth and profitability data for the individual core business units that contributed to the 1.99 1.78Gainshare Factor: Business Unit CombinedRatioIncrease inPolicies inForce (%)3Agency auto85.4 15 auto86.19%Direct auto90.1 20 auto89.715Special lines1— 8 Property275.1 (6)Commercial Lines287.0 41Consistent Property298.37CommercialLines289.4<11Consistentwith the presentation of the combined ratio at the product level 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 personal vehicle results, depending on whether the underlying policy was written through agents/brokers or directly by us.2Represents the combined results of the product or 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.
• changedUsing 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:MatrixPerformanceScoreWeightingFactor(%)WeightedPerformanceScoreAgency auto2.00 33.89 33.99%0.68 Direct auto2.00 45.40 0.91 42.830.86Special lines2.00 4.06 4.240.08 Property – growth11.77 1.25 0.02 growth10.001.910.00Property – limited22.00 2.14 0.04 limited20.001.940.00Commercial Lines1.96 13.26 0.26 Lines1.0315.090.16Gainshare Factor100.00 %1.99 1.781 Results for the portion of our personal property business focused on growth in less volatile weather-related markets.2 Results for the portion of our personal property business focused on limiting growth in more volatile weather-related markets.As depicted in the table above, each of agency auto, direct auto, and special lines achieved the maximum score of 2.00.
• newCommercial Lines experienced strong profitability and modest policies in force growth, reflected by its near maximum score of 1.96.
• newFor our personal property – limited products, policies in force growth was negative and better than target, resulting in a score of 2.00, while our personal property – growth products had strong profitability and modest policies in force growth, resulting in a score of 1.77.Under the Gainshare calculations, average policies in force for the included products grew by 14%.
• changedAlong with this unit growth, during 2025, 2024,companywide net premiums written and earned grew 12% and 15%, respectively, 21%,at an 87.4 88.8combined ratio.We believe that the resulting 1.99 1.78Gainshare Factor was an appropriate and reasonable outcome based on the overall profitability and growth achieved in 2025. 2024.
• changedThe fact that the 2025 2024Gainshare Factor was higher than our average factor for the past 5 years of 1.61 1.59further demonstrates our strong pay-for-performance alignment in our Gainshare program.
• changedAdditional Comments Regarding 2025 2024Compensation DecisionsConsistent with our compensation philosophy and history with respect to executive compensation, the committee granted a large portion proportionof each NEO’s compensation in the form of performance-based compensation, including equity compensation.
• changedSee “Pay Versus Performance” for additional information regarding the change in fair value of these awards until they vest.Chief Executive Officer As has been the case in prior years, Mrs. Griffith’s salary amountremained well below the 50th percentile of approximately $1.51 $1.45million for CEO salaries reflected in the market data reviewed by the committee.
• changedFor 2025, 2024,the committee increased her salary by 4.8% 5%and maintained her target equity award allocation.
• changedThe committee determined this approach would continue to provide Mrs. Griffith with compensation at an appropriate level, while continuing the use of retainingsignificantlyperformance-based compensation as a significant portion of total target compensation in order to align her interests with those of our shareholders.
• newThe committee believed this pay package was consistent with the company’s compensation philosophy and presented an appropriate pay package that is largely performance-based.
• changedThe compensationphilosophyandpresentedanappropriatepaypackagethatislargelyperformance-based.Theresult of these determinations for 2025 2024was that, despite her below-median salary and target cash incentive, Mrs. Griffith continues to have the potential to earn total compensation significantly above the market median, based on market data reviewed by the committee, medianif the company performs exceptionally well over the various performance periods related to her compensation granted in 2025. 2024.
• changedHowever, her annual compensation would be above the 75th percentile if all performance-based compensation, cash and equity, payouts were at the maximum performance level.Other Current Named Executive Officers The factors considered by wepresentcomparisondatahereforthe committee when making decisions on annual executive compensation each year are discussed throughout “– 2025 Decisions and Awards” and shareholders’information(see“– Procedures and Policies – Annual Compensation and Talent Committee Decisions.” Assuming Comparisons”forfurtherinformationonourmarketcomparisonprocess).Assumingthat cash incentives had paid out at a 1.00 performance factor for the year and annual performance-based equity also were to vest at the target 1.00 factor, Mr. Sauerland would receive total compensation for 2025 2024slightly above belowthe 25th percentile level reflected in the market data reviewed by the committee and Mr. Callahan, committee,Ms. Bailo, Bailoand Mr. Murphy Callahanwould receive total compensation between the 50th and 75th percentile level. level,andMr.Murphywouldreceivetotalcompensationabovethe75thpercentile.
• newIn the event that all of their annual incentive-based compensation were to pay out at their maximum level, the total compensation for Mr. Callahan, Ms. Bailo, and Mr. Murphy would be above the 75th percentile level, while Mr. Sauerland’s would remain below the 75th percentile level.
• newFurther information on our market comparison process is discussed in “– Procedures and Policies – Compensation Comparisons.”Changes for 2026The basic structure of the 2026 annual compensation for the NEOs approved by the committee in the first quarter of 2026 (with respect to our CEO) and fourth quarter of 2025 (with respect to our non-CEO NEOs) was consistent with 2025.
• newAfter a review of market data and individual executive performance, the committee established salaries for 2026 and Mrs. Griffith received a 4.5% salary increase, and the other NEOs received salary increases between 3.2% and 4.8%.
• newWith respect to the Performance-Based Awards (Investment Results), the Compensation and Talent Committee determined to discontinue the use of the award and exclusively utilize our Performance-Based Awards (Performance versus Market Insurance Results) for long-term performance-based compensation for 2026.
• newThe committee believes that utilizing our Performance versus Market Insurance Results award as the sole performance-based restricted stock unit award for our executives simplifies our long-term performance-based compensation, reinforces our focus on our profitable growth target and creating long-term shareholder value, and aligns us with market practices.
• newOur Progressive Capital Management Annual Incentive Plan will remain in effect.OTHER ELEMENTS OF COMPENSATIONPerquisitesWe provide perquisites to our executives only when the Board or the committee determines that such benefits are in the interests of Progressive and our shareholders.
• changedDuring 2025, 2024,we incurred approximately $152,468 $168,041in incremental costs as a result of Mrs. Griffith’s personal use of the aircraft.
• changedThis deferral mechanism allows NEOs to delay receipt of cash incentives or the vesting of equity awards that have been earned in full and otherwisewouldhavebeenreceivedasofaspecificdate.
• newotherwise would have been received as of a specific date.
• changedWe also do not guarantee a specific investment return to participants in this plan.Deferred Deferredamounts are deemed to be invested in specific investments selected by the participant, which includes an option to invest in Progressive common shares.
• changedOur NEOs, along with all other equity award recipients, are eligible for “qualified retirement” (also referred to as “Rule of 70”) treatment under the equity plans applicable to our awards.If Ifan 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 the calendar year in which the award was made:•100% 2024:•100%of their 2024time-based award will vest; and•the NEO will retain 100% of the applicable performance-based award, which will vest if, when, whenand to the extent that the applicable performance measures and any profitability requirement, are achieved.For additional information regarding retirement benefits, benefitsunderearlierequityawards,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 arrangements may be entitled to receive post-employment distributions from the EDCP.
• newEach of our NEOs satisfied the Rule of 70 requirements for a qualified retirement.
• newEach of these programs is discussed in more detail under “Executive Compensation – Potential Payments Upon Termination or Change in Control.”
• changedSeverance Eachoftheseprogramsisdiscussedinmoredetailunder“ExecutiveCompensation–PotentialPaymentsUponTerminationorChangeinControl.”SeveranceOur 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.

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