SEC Form DEF 14A filed by Selective Insurance Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

SELECTIVE INSURANCE GROUP, INC.

(Name of Registrant as Specified In Its Charter)

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

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

40 Wantage Avenue

Branchville, New Jersey 07890

March 26, 2025

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

Wednesday, April 30, 2025

8:30 AM Eastern Time

At the Annual Meeting, we will ask stockholders to:

In addition, we will attend to any other business properly brought before the Annual Meeting and its adjournments, postponements, or continuations, if any. After the Annual Meeting, we will offer time for your questions. In connection with the Annual Meeting, we are also making available Selective’s 2024 Annual Report to Stockholders (“2024 Annual Report”).

The Board of Directors recommends that you vote “FOR” each of the director nominees in Proposal 1 and “FOR” each of Proposals 2 and 3. These proposals are further described in the Proxy Statement.

Selective stockholders of record as of the close of business on March 6, 2025 are entitled to notice of, and the right to vote at, the Annual Meeting and any adjournment, postponement, or continuation thereof.

YOUR VOTE IS IMPORTANT. VOTE YOUR SHARES BY (I) CALLING THE TOLL-FREE TELEPHONE NUMBER LISTED ON THE PROXY CARD, (II) ACCESSING THE INTERNET WEBSITE LISTED ON THE PROXY CARD, OR (III) COMPLETING, DATING, AND SIGNING THE PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING THROUGH THE PROCESSES DESCRIBED IN THE PROXY STATEMENT. IF YOU HOLD SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE SEE THE VOTING INSTRUCTIONS PROVIDED TO YOU BY THAT BROKER OR CUSTODIAN.

Very truly yours,

John J. Marchioni

Chairman of the Board, President and Chief Executive Officer

TABLE OF CONTENTS

Page

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend,” and other similar words. We base these forward-looking statements on our beliefs, assumptions, and estimates using information available to us at the time. They are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from forward-looking statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and in our subsequent filings with the SEC, including under the headings “Risk Factors” and “Forward-Looking Statements.”

We caution you not to unduly rely on any of our forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements, except as required by law. This cautionary statement applies to all forward-looking statements in this document.

WEBSITES

Website addresses referenced in this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this Proxy Statement.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 30, 2025

GENERAL INFORMATION ABOUT SELECTIVE’S ANNUAL MEETING

WHEN AND WHERE IS THE ANNUAL MEETING?

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Selective Insurance Group, Inc. (“Selective,” “Company,” “we,” “us,” and “our”) will be held virtually on Wednesday, April 30, 2025, at 8:30 AM Eastern Time exclusively via live audiocast. The Annual Meeting will not have a physical location, and you will not be able to attend the meeting in person. You can participate, vote, and submit questions online during the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/SIGI2025 and entering the 16-digit control number on your proxy card. See below for additional information regarding the virtual meeting format.

WHEN IS THIS PROXY STATEMENT BEING MAILED OR RELEASED TO STOCKHOLDERS?

This Proxy Statement and proxy card are first being mailed or given to Selective stockholders on or about March 26, 2025.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Anyone who owned Selective common stock as of the close of business on March 6, 2025 (the “Record Date”) is entitled to one vote per share owned. There were 60,768,316 shares of Selective common stock outstanding at the close of business on the Record Date.

WHO IS SOLICITING MY PROXY TO VOTE MY SHARES AND WHEN?

Selective’s Board of Directors (the “Board”) is soliciting your proxy, meaning your authorization for our named proxies, Kate E. R. Sampson and John S. Scheid, to vote your shares. Unless you revoke your proxy, it will be effective for the Annual Meeting and its adjournments, postponements, or continuations, if any.

WHAT IS THE COST OF SOLICITING PROXIES AND WHO IS PAYING FOR THE COST?

Selective is bearing the entire cost of soliciting proxies. Proxies will be solicited principally by mail and email. They also may be solicited in person, in writing, by telephone, text message, email, or otherwise by directors or employees, including officers of Selective or a Selective subsidiary, who will receive no additional compensation for these efforts. Selective has engaged Innisfree M&A Incorporated, a proxy solicitation firm (“Innisfree”), to assist in soliciting proxies and distributing proxy materials. Innisfree will provide such services for an estimated fee of approximately $17,500, plus expenses. Selective will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for reasonable expenses they incur in sending proxy materials to their customers or principals who are the beneficial owners of shares of Selective common stock.

WHAT ARE THE REQUIREMENTS FOR BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING?

For business to be conducted at the Annual Meeting, owners of 30,384,159 shares of Selective common stock (a majority of the issued and outstanding shares entitled to vote), constituting a quorum, must be in attendance by virtual participation or represented by proxy. Our common stock is our only class of voting securities.

HOW DO STOCKHOLDERS ATTEND THE VIRTUAL ANNUAL MEETING?

The Annual Meeting will be held exclusively via live audiocast, allowing meeting attendance from anywhere in the world. We are pleased to use virtual stockholder meeting technology to provide ready access and cost savings for Selective and its stockholders.

To be admitted to the Annual Meeting at http://www.virtualshareholdermeeting.com/SIGI2025, you must enter the 16-digit control number on the proxy card you received. You can vote online, submit your questions, and examine Selective’s stockholder list by following the instructions provided on the meeting website during the Annual Meeting.

The meeting will begin promptly at 8:30 AM Eastern Time on April 30, 2025. Online access will start at 8:15 AM Eastern Time. We encourage you to access the meeting website before the start time to ensure sufficient time to complete the check-in procedures. If you are not a stockholder, you may still access the meeting website as a guest, but you will not be able to vote, ask questions, or view the stockholder list.

The virtual meeting platform is fully supported across internet browsers (Microsoft Edge, Mozilla Firefox, Google Chrome, and Safari) and devices (desktops, laptops, tablets, and mobile phones) running the most updated version of applicable software and plugins. You will be able to test the system before the Annual Meeting starts. If you encounter any technical difficulties logging onto http://www.virtualshareholdermeeting.com/SIGI2025 or during the Annual Meeting, a toll-free number and international number will be available on the meeting website to help you. Technicians will be ready to assist you with any technical difficulties from 8:15 AM Eastern Time through the Annual Meeting’s conclusion.

HOW DO STOCKHOLDERS ASK QUESTIONS AT THE ANNUAL MEETING?

The Annual Meeting will include a question-and-answer session. We will answer questions relevant to Selective and meeting matters submitted following the meeting rules posted on the meeting website (http://www.virtualshareholdermeeting.com/SIGI2025). Stockholders can submit written questions via the Internet at any time during the Annual Meeting by following the instructions that will be available on the meeting website. Stockholders must have their control number to ask a question. To answer questions from as many stockholders as possible, each stockholder is limited to two questions. Substantially similar questions will be grouped and answered once to avoid repetition and allow more time for other questions. To ensure the meeting is conducted fairly for all stockholders, the Chairperson of the Annual Meeting may exercise discretion in recognizing stockholders wishing to participate, the order questions are addressed, and the amount of time devoted to any one question. By attending the Annual Meeting virtually, stockholders agree to abide by the agenda and procedures for the Annual Meeting.

PROPOSALS FOR STOCKHOLDER VOTE AND APPROVAL REQUIREMENTS

Management is presenting three proposals for a stockholder vote.

DIRECTORS ARE SUBJECT TO ANNUAL ELECTION BY THE STOCKHOLDERS. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING 12 DIRECTOR NOMINEES FOR A TERM OF ONE YEAR:

You can find information about the director nominees, the Board, its committees, and other related matters in the section entitled, “Information about Proposal 1” of this Proxy Statement.

New Jersey law and Selective’s By-Laws govern the vote on Proposal 1, on which you may:

Under our By-Laws and assuming a quorum is present, a director nominee in an uncontested election must be elected by a majority of votes cast at the Annual Meeting. A majority exists when the number of votes cast “For” a director nominee exceeds the number of votes cast “Against” the director nominee. A director nominee who fails to receive a majority of votes cast in an uncontested election is required to tender their resignation from the Board within five days following the certification of the election results. In that event, (i) the Corporate Governance and Nominating Committee must recommend to the Board whether it should accept the resignation, and (ii) the Board must decide whether to accept the resignation and disclose its decision-making process.

Stockholders may not cumulate their votes. Abstentions and broker non-votes will not be taken into account in determining the outcome of the vote.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THIS PROXY STATEMENT.

You can find information about the compensation of our named executive officers in the section entitled, “Executive Compensation” and about Proposal 2 in the section entitled, “Information about Proposal 2” of this Proxy Statement.

New Jersey law and Selective’s By-Laws govern the vote on Proposal 2, on which you may:

Assuming a quorum is present, Proposal 2 will pass if approved by an affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will not be taken into account in determining the outcome of the vote.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

You can find information about Selective’s relationship with KPMG LLP in the section entitled, “Information about Proposal 3” of this Proxy Statement. New Jersey law and Selective’s By-Laws govern the vote on Proposal 3, on which you may:

Assuming a quorum is present, Proposal 3 will pass if it receives an affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions will not be taken into account in determining the outcome of the vote. Proposal 3 is considered a “routine” matter on which brokers may cast a vote.

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

The Board is unaware of any other business to be presented for a vote at the Annual Meeting. If any other matters are properly presented for a vote, the individuals named as proxies will have discretionary authority to vote on such matters using their best judgment to the extent permitted by applicable laws, rules, and regulations.

The Chairperson of the Annual Meeting may refuse to allow the presentation of a proposal or nominee for the Board if the proposal or nominee is not properly submitted. The requirements for submitting proposals and director nominations for the Annual Meeting are detailed in Selective’s By-Laws.

VOTING AND PROXY PROCEDURE

HOW DO I VOTE?

If you are the record holder of your shares, you can vote in four ways:

Timing is important, so please mail your proxy card promptly. We must receive it before the commencement of the Annual Meeting. If you do not give voting instructions on your signed and mailed proxy card, the named proxies will vote your shares “FOR” each of the director nominees in Proposal 1 and “FOR” each of Proposals 2 and 3.

IF YOU VOTE BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

IF YOU VOTE BY INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

If your shares are held in our 401(k) plan or employee stock purchase plan, you can vote in any of the above four ways; provided, however, if you choose to vote by telephone (option 2) or by internet (option 3), you must do so before 11:59 PM Eastern Time on Monday, April 28, 2025.

HOW DO I REVOKE MY PROXY OR CHANGE MY VOTING INSTRUCTIONS?

You may revoke your proxy at any time before the proxy is exercised at the Annual Meeting by:

HOW WILL PROXIES BE VOTED IF I GIVE MY AUTHORIZATION?

If you (i) properly execute your proxy card and return it to Selective, or (ii) submit your proxy by telephone or via the Internet and do not subsequently revoke your proxy, your shares of common stock will be voted at the Annual Meeting according to your instructions. In the absence of voting instructions, the named proxies will vote your shares “FOR” each of the director nominees in Proposal 1 and “FOR” each of Proposals 2 and 3. If other matters properly come before the Annual Meeting, the named proxies will vote on such matters using their best judgment to the extent permitted by applicable laws, rules, and regulations.

WHAT IF MY SHARES ARE NOT REGISTERED IN MY NAME?

If the Selective stock you own is held in the name of a bank, broker, or other nominee (commonly referred to as holding shares in “street name”), your bank, broker, or other nominee should have provided you access to these proxy materials by mail or e-mail with information on how to submit your voting instructions. If you do not provide voting instructions, the broker, bank, or other holder of record cannot vote your shares on “non-routine” matters but can vote your shares on “routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street name fails to provide instructions to the broker, bank, or other nominee as to how to vote on matters deemed “non-routine.” We believe the election of directors (Proposal 1) and the advisory (non-binding) vote on the 2024 compensation of Selective’s named executive officers (Proposal 2) are “non-routine” matters, and brokers, banks, or other nominees cannot vote your shares on such proposals if you have not given voting instructions. In these cases, the broker, bank, or other nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the New York Stock Exchange (“NYSE”) rules that apply to brokers.

HOW WILL VOTES, ABSTENTIONS, AND BROKER NON-VOTES BE COUNTED?

The inspectors of election appointed for the Annual Meeting by the Board will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Shares represented by proxies that reflect abstentions and broker non-votes are counted to determine whether there is a quorum.

The below chart summarizes the required voting standard for each proposal and the impacts of abstentions and broker non-votes.

⁽¹⁾ For purposes of determining the number of votes cast concerning a particular matter, only those cast “For” or “Against” are included.

⁽²⁾ Under NYSE rules that apply to brokers, Proposal 3 is considered a “routine” proposal on which brokers are permitted to vote in their discretion even if the beneficial owners do not provide voting instructions. However, Proposals 1 and 2 are not considered to be routine matters and brokers will not be entitled to vote thereon unless

beneficial owners provide voting instructions. Accordingly, broker non-votes will not be counted toward the tabulation of votes on Proposals 1 and 2.

⁽³⁾ Directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, APRIL 30, 2025

This Proxy Statement and our 2024 Annual Report are available on Selective’s Internet website at www.Selective.com.

INFORMATION ABOUT PROPOSAL 1

Election of Directors

Under our By-Laws, directors in uncontested elections must be elected by a majority of votes cast. A majority exists when the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that director nominee. For more information on our majority voting policy, please see the section entitled, “Corporate Governance – Majority Voting for Directors in Uncontested Elections” of this Proxy Statement.

All directors stand for election for a one-year term. In all cases, each director will hold office until a successor has been elected and qualified, or until the director’s earlier resignation or removal.

The Board currently has 13 members, 12 of whom are standing for reelection at the Annual Meeting. Mr. Urban is not standing for reelection at the Annual Meeting because he has reached the mandatory director retirement age specified in our By-Laws. We acknowledge and thank Mr. Urban for his service on the Board. Following the Annual Meeting, the Board will reduce its size from 13 members to 12 members. Under Selective’s Amended and Restated Certificate of Incorporation and By-Laws, Selective may have a minimum of seven and a maximum of 20 directors. By majority vote, the Board may set the number of directors within this range at any time.

Process for Review and Nomination of Director Candidates

We believe that the Board’s membership should encompass a broad range of skills, expertise, industry knowledge, and opinions. Directors should possess the highest personal and professional ethics, integrity, and values, and must be committed to representing the long-term interests of Selective and its stockholders.

The Corporate Governance and Nominating Committee is responsible for reviewing and nominating candidates to the Board. The Corporate Governance and Nominating Committee reviews all director candidates for possible nomination and election to the Board and seeks such candidates from any source, including:

Any stockholder proposing one or more director candidates must submit in writing all applicable information required under the Exchange Act and Selective’s By-Laws to the Chairperson of the Corporate Governance and Nominating Committee, c/o Corporate Secretary, Selective Insurance Group, Inc., 40 Wantage Avenue, Branchville, New Jersey 07890.

The Corporate Governance and Nominating Committee evaluates all candidates, including any recommended by stockholders, using the same criteria, which includes, among other things:

The table below summarizes some of the attributes, expertise, and skills we find relevant to our business that our director nominees bring to the Board. The table does not include every attribute, expertise, or skill that each director nominee offers. The fact that a particular attribute, expertise, or skill is not listed does not mean that a director nominee does not possess it. All our director nominees exhibit high integrity, an appreciation for the benefits of varying backgrounds, experiences, and thought, innovating thinking, proven records of success, and knowledge of corporate governance requirements and best practices.

Demographics

Under our Corporate Governance Guidelines, interviewee pools for director candidates include individuals of diverse gender, race, and culture. 50% of our director nominees self-identify as diverse. Four director nominees self-identify as female; three director nominees self-identify as racially or ethnically diverse; and one director nominee self-identifies as LGBTQ+.

The tenure of our director nominees is as follows: 50% have served five years or less; 42% have served six through ten years; and 8% have served eleven through fifteen years. The ages of our director nominees are as follows: 25% are age 50 through 59; 67% are age 60 through 69; and 8% are age 71 as of the date of this Proxy Statement.

Director Nominees

No family relationships exist among Selective’s current directors, director nominees, and executive officers.

The Board ratified the Corporate Governance and Nominating Committee’s nomination of the 12 director nominees listed below to stand for election at the Annual Meeting for terms expiring at the 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.

All 12 director nominees have consented to be named in this Proxy Statement and to serve if elected. The Board does not know of any reason a director nominee would decline or be unable to serve if elected. If a director nominee becomes unavailable or unable to serve before the Annual Meeting, the Board can reduce its size or designate a substitute director nominee. If the Board designates a substitute director nominee, proxies that would have been cast for the original director nominee will be cast for the substitute director nominee unless contrary instructions are given.

Lisa Rojas Bacus
Age: 61   Director since: 2020   Independent Director   Board Committees:   Compensation and Human Capital, Corporate Governance and Nominating	Background Information ◾       Executive Vice President, Global Chief Marketing Officer, Cigna Corporation (“Cigna”), 2013 to 2019. ◾       Executive Vice President and Chief Marketer, American Family Insurance Group, 2008 to 2013. ◾       Executive Director, Global Marketing Strategy and other senior positions, Ford Motor Company, 1986 to 2008. ◾       Board Member, Culver’s Franchising System, Inc., since 2010. ◾       Board Member, PetSmart Charities Inc., since 2019. ◾       Member, Latino Corporate Directors Association. ◾       Member, Prospanica. ◾       Northern Arizona University (B.S.) and Duke University (M.B.A.). ◾       Diligent Institute ESG Leadership Certification.   Other Public Company Board Service ◾       Board Member, Teradata Corporation (NYSE: TDC), since 2015. ◾       Board Member and Audit Committee Member, Douglas Dynamics, Inc. (NYSE: PLOW), since 2020.   Discussion of individual experience, qualifications, attributes, and skills. Ms. Bacus has over 30 years of marketing and senior leadership experience in Fortune 100 global companies in the insurance and automotive industries. She has extensive property and casualty marketing experience, including developing relationships with independent agents. She is a strategic thinker and highly regarded customer experience expert. Her marketing, digital, and analytics experience contribute significantly to Selective’s strategies. For these reasons, the Board believes Ms. Bacus is qualified to serve as a director.
Terrence W. Cavanaugh
Age: 71   Director since: 2018   Independent Director   Board Committees:   Audit, Risk	Background Information ◾       Founding partner, Accretive Consulting LLC, since 2017. ◾       President and Chief Executive Officer, Erie Indemnity Company, 2008 to 2016. ◾       Chief Operating Officer of Chubb Surety & Trade Credit, Chubb Group of Insurance Companies (“Chubb Group”), 2002 to 2007; Chief Marketing Officer, Chubb Group, 1998 to 2001; various underwriting and field management roles, 1975 to 1997. ◾       Director, Highmark Health, since 2013. ◾       Board of Commissioners, Naples Airport Authority, since 2022. ◾       Director, Property Casualty Insurance Association, 2008 to 2017; Chairman, 2014 to 2015. ◾       Trustee, The Institutes, 2010 to 2016. ◾       Director, Insurance Information Institute, 2011 to 2016; Chairman, 2015 to 2016. ◾       University of Notre Dame (B.B.A.). ◾       Harvard Business School (Program for Management Development).   Discussion of individual experience, qualifications, attributes, and skills. Mr. Cavanaugh has more than 40 years of insurance expertise, including serving for eight years as the chief executive officer of a Fortune 500® insurer. He has extensive experience growing property and casualty direct premiums written and increasing policyholder surplus, delivering profitability, and developing relationships with independent agents. Mr. Cavanaugh has significant customer experience and talent development knowledge and expertise. For these reasons, the Board believes Mr. Cavanaugh is qualified to serve as a director.

John J. Marchioni
Age: 55   Director since: 2019   Chairman of the Board since: 2022   Board Committees:   Executive	Background Information ◾       President and Chief Executive Officer (“CEO”), Selective, since 2020. ◾       President and Chief Operating Officer, Selective, 2013 to 2020. ◾       Executive Vice President, Insurance Operations, Selective, 2010 to 2013. ◾       Executive Vice President, Chief Underwriting and Field Operations Officer, Selective, 2008 to 2010. ◾       Executive Vice President, Chief Field Operations Officer, Selective, 2007 to 2008. ◾       Senior Vice President, Director of Personal Lines, Selective, 2005 to 2007. ◾       Various insurance operations and government affairs positions, Selective, 1998 to 2005. ◾       Board of Trustees, The Institutes, since 2022. ◾       Director, The American Property Casualty Insurance Association, since 2020; Executive Committee Member, since January 2024. ◾       Director, Commerce and Industry Association of New Jersey, since 2015. ◾       Member of the Board of Overseers at St. John’s University School of Risk Management, Insurance and Actuarial Science, since 2021. ◾       Chartered Property Casualty Underwriter (CPCU). ◾       Princeton University (B.A.). ◾       Harvard University (Advanced Management Program).   Discussion of individual experience, qualifications, attributes, and skills. Mr. Marchioni became Chairman of the Board in 2022 after becoming President and CEO of Selective in 2020 and having served as President and Chief Operating Officer since 2013. As Selective’s President and CEO, he oversees all aspects of the Company. Mr. Marchioni has exhibited strong leadership, guiding Selective’s management team in executing our strategic initiatives. He has extensive knowledge of the property and casualty industry and its regulation, having begun his Selective career over 25 years ago in government affairs. He serves on several significant industry-related boards, including the American Property Casualty Insurance Association, The Institutes, and the St. John’s University School of Risk Management. His demonstrated talents and abilities will continue to help position Selective for its next phase of growth. For these reasons, the Board believes Mr. Marchioni is qualified to serve as a director.
Thomas A. McCarthy
Age: 68   Director since: 2018   Independent Director   Board Committees:   Finance and Investments, Risk, Executive	Background Information ◾       Executive Vice President and Chief Financial Officer, Cigna, 2013 to 2017; Vice President, Finance, 2011 to 2013; Acting Chief Financial Officer, 2010 to 2011; Vice President and Treasurer, 2008 to 2010; and Vice President, Strategy and Corporate Development, 2003 to 2008. ◾       Director, Avenue of the Arts, since 2022. ◾       Trustee, American University of Rome, since 2018. ◾       Director, Habitat for Humanity of Montgomery & Delaware Counties, 2017 to 2024. ◾       Wharton School of the University of Pennsylvania (B.S.). ◾       Carnegie Mellon University (M.B.A.). ◾       NACD Directorship Certified®.   Other Public Company Board Service ◾         Director and Audit Committee Member, Privia Health Group, Inc. (Nasdaq: PRVA), since 2021.   Discussion of individual experience, qualifications, attributes, and skills. Mr. McCarthy retired in 2017 after more than 30 years with Cigna, where his responsibilities included strategy and corporate development, including mergers and acquisitions, corporate risk management, corporate finance, capital management, and treasury operations. Mr. McCarthy’s significant operational experience as the chief financial officer of a Fortune 100 company and his knowledge of investments, finance, public company operations, controls, and disclosures are invaluable assets to Selective as it develops and implements its investment and growth strategies. For these reasons, the Board believes Mr. McCarthy is qualified to serve as a director.

Kate E. R. Sampson
Age: 52   Director since: 2024   Independent Director   Board Committees:   Corporate Governance and Nominating, Finance and Investments	Background Information ◾       Owner, Merinn Advisors LLC, since 2019. ◾       Managing Director and Partner leading insurance technology venture investments, Anthemis Group, 2019 to 2024. ◾       Lyft, Vice President of Risk Solutions, 2014 to 2018. ◾       Managing Director, Marsh McLennan, 1996 to 2014. ◾       Member of Advisory Board, Duke University FinTech, since 2023. ◾       University of Massachusetts at Amherst (B.A.). ◾       Stanford University Graduate School of Business (Executive Education in Finance and Accounting). ◾       NACD Directorship Certified®.   Discussion of individual experience, qualifications, attributes, and skills. Ms. Sampson is an insurance industry and technology specialist with 30 years of experience in financial, operational, and management roles. She has served as an advisor or board member to a number of the leading InsurTech companies. She is a recognized thought leader in insurance innovation, disruption, product development, distribution and mobility. Ms. Sampson is passionate about insurance and firmly committed to positive change in the insurance industry, particularly in attracting and developing talent. For these reasons, the Board believes Ms. Sampson is qualified to serve as a director.
John S. Scheid
Age: 69   Director since: 2014   Independent Director   Board Committees:   Audit, Risk, Executive	Background Information ◾       Owner and sole member, Scheid Investment Group, LLC, since 2013. ◾       PricewaterhouseCoopers LLP, Senior Partner, 2009 to 2013; Global Insurance Assurance Practice Leader, 2001 to 2009; Chairman, Americas Insurance Practice, 2001 to 2010; U.S. Insurance Practice Leader, 1995 to 2001; Midwest Region Financial Services Leader, 1991 to 1995; Partner, 1988 to 1991; other positions, 1977 to 1988. ◾       Director, Extraordinary Re Holdings LTD and Extraordinary Reinsurance Bermuda, 2018 to 2022. ◾       Director, Groupware Technologies Holdings, Inc., since 2021. ◾       Director, Catholic Relief Services, since 2021; Audit and Risk Committee Chair, since 2020. ◾       Director, Sprecher Brewing Company, since 2022. ◾       Director, Dynamis Software Corporation, 2014 to 2018. ◾       Director, Messmer Catholic Schools, 2013 to 2021; Chairman, 2016 to 2021. ◾       Member, Finance Council for the Archdiocese of Milwaukee, since 2016; Chairman since 2023. ◾       Chairman, Accounting Examining Board, State of Wisconsin, 2013 to 2019. ◾       Member, Golden Angels Investment Group, since 2013. ◾       Director, University of Wisconsin-Milwaukee Foundation, 2002 to 2011; Emeritus Director, since 2011. ◾       Investment Committee Member, Marquette University High School, 2011 to July 2024. ◾       Certified Public Accountant (Wisconsin). ◾       University of Notre Dame (B.B.A.). ◾       NACD Directorship Certified®. ◾       CERT Certificate in Cybersecurity Oversight.   Discussion of individual experience, qualifications, attributes, and skills. Mr. Scheid retired after 36 years at PricewaterhouseCoopers LLP, most recently serving as a senior partner, primarily in the insurance and asset management industries. He has extensive experience in finance and insurance, financial management, public company governance and disclosure, corporate transactions, strategic leadership, succession planning, and cybersecurity. For these reasons, the Board believes Mr. Scheid is qualified to serve as a director.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Security Ownership of Management and the Board

The following table shows, as of February 20, 2025:

None of the directors, director nominees, or named executive officers held any stock options exercisable or any restricted stock units that vest within 60 days of February 20, 2025. Except as indicated by footnote, the persons named below have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. The business address of each individual is Selective Insurance Group, Inc., 40 Wantage Avenue, Branchville, New Jersey 07890.

*   Less than 1% of the common stock outstanding.

⁽¹⁾ No directors or executive officers hold Selective common stock in margin accounts or have Selective common stock pledged for a loan or stock purchase.

⁽²⁾ Percentages based on 60,740,489 shares of common stock outstanding as of February 20, 2025.

⁽³⁾ Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024.

⁽⁴⁾ Mr. Harnett ceased serving as Interim Chief Financial Officer on October 1, 2024. He continues to serve as Senior Vice President and Chief Accounting Officer.

⁽⁵⁾ Includes 135,395 shares held in a trust.

⁽⁶⁾ Includes 16,246 shares held in a trust.

⁽⁷⁾ Ms. Sampson was appointed to the Board effective July 1, 2024.

⁽⁸⁾ Mr. Urban is not standing for reelection at the Annual Meeting and therefore will no longer serve on the Board following the Annual Meeting.

Security Ownership of Certain Beneficial Owners

The following table lists the only persons or groups known to Selective to be the beneficial owners of more than 5% of any class of Selective’s voting securities based on Schedules 13G and amendments thereto filed by the beneficial owners with the SEC.

⁽¹⁾ Percentages based on 60,740,489 shares of common stock outstanding as of February 20, 2025.

⁽²⁾ BlackRock, Inc. (“BlackRock”) filed an amendment to Schedule 13G with the SEC on January 23, 2024, reporting that it is deemed to be the beneficial owner of an excess of 5% of the outstanding shares of Selective common stock. BlackRock reported that, as of December 31, 2023, it had sole voting power with respect to 7,609,534 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 7,764,200 shares, and shared dispositive power with respect to 0 shares.

⁽³⁾ The Vanguard Group, Inc. (“Vanguard”) filed an amendment to Schedule 13G with the SEC on February 13, 2024, reporting that it is deemed to be the beneficial owner of an excess of 5% of the outstanding shares of Selective common stock. Vanguard reported that, as of December 29, 2023, it had sole voting power with respect to 0 shares, shared voting power with respect to 111,200 shares, sole dispositive power with respect to 6,030,816 shares, and shared dispositive power with respect to 175,669 shares.

⁽⁴⁾ FMR LLC (“Fidelity”) filed an amendment to Schedule 13G with the SEC on November 12, 2024, reporting that it is deemed to be the beneficial owners of an excess of 5% of the outstanding shares of Selective common stock. Fidelity reported that, as of September 30, 2024, it had sole voting power with respect to 5,465,159 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 5,468,800 shares, and shared dispositive power with respect to 0 shares.

EXECUTIVE OFFICERS

The names of our executive officers and their ages, positions, and biographies are set forth below. Our executive officers are appointed by and serve at the discretion of our Board.

Paul Kush
Age: 65 Executive Vice President, Chief Claims Officer	Background Information         ◾        Present position since 2019.         ◾        Chief Claims Officer, ProSight Specialty Insurance, 2010 to 2019.         ◾        Senior Vice President, Claims, and other management roles, Crum and Forster, 1982 to 2009.         ◾        Duquesne University (B.S.).         ◾        Wharton School of the University of Pennsylvania’s American Institute of CPCU Advanced Executive Education Program.
Michael H. Lanza
Age: 63 Executive Vice President, General Counsel, and Chief Compliance Officer	Background Information         ◾        Present position since 2007.         ◾        Senior Vice President and General Counsel, Selective, 2004 to 2007.         ◾        Director, National Center for State Courts, since 2021.         ◾        Trustee, Newton Medical Center Foundation, since 2014.         ◾        Member, Warren E. Burger Society of the National Center for State Courts.         ◾        Member, Society of Corporate Secretaries and Corporate Governance Professionals.         ◾        Member, National Investor Relations Institute.         ◾        University of Connecticut (B.A.).         ◾        University of Connecticut School of Law (J.D.).
Vincent M. Senia
Age: 61 Executive Vice President, Chief Actuary	Background Information         ◾        Present position since 2017.         ◾        Senior Vice President, Actuarial Reserving, Selective, 2010 to 2017.         ◾        Vice President and Chief Reserving Actuary, Munich Re America, 2003 to 2010; various actuarial management positions, 2001 to 2003.         ◾        Fellow of the Casualty Actuarial Society.         ◾        Member, American Academy of Actuaries.         ◾        New Jersey Institute of Technology (B.S.).

TRANSACTIONS WITH RELATED PERSONS

Review, Approval, or Ratification of Transactions with Related Persons

Selective has a written Related Person Transactions Policy and Procedures (the “Related Person Policy”). The Related Person Policy defines “Related Person Transactions” as any transaction, arrangement, or relationship in which Selective or any of its subsidiaries was, is, or will be a participant and the amount involved exceeds $20,000, and in which any “Related Person” had, has, or will have a direct or indirect interest. A “Related Person” under the Related Person Policy is generally: (i) any director, executive officer, or nominee to become director of Selective or an immediate family member of any such person; (ii) a beneficial owner of more than 5% of Selective’s common stock or an immediate family member of any such beneficial owner; and (iii) any firm, corporation, or other entity in which any person included in (i) or (ii) is employed or is a general partner or principal or in a similar position or in which such person is a 5% or greater beneficial owner.

Under the Related Person Policy, the Audit Committee (or Chairperson of the Audit Committee if between meetings) must approve Related Person Transactions. In its review, the Audit Committee considers all available relevant facts and circumstances of the proposed transaction, including (i) the benefits to Selective, (ii) the impact on a director’s independence, (iii) the availability of other sources for comparable products and services, (iv) the terms of the transaction, and (v) the terms available to unrelated third parties or employees generally. No Audit Committee member may participate in any review, consideration, or approval of any Related Person Transaction in which such director or any of their immediate family members is the Related Person. The Audit Committee only approves Related Person Transactions that it considers are in, or not inconsistent with, the best interests of Selective and its stockholders.

The Selective Insurance Group Foundation

In 2005, we established a private foundation, now named The Selective Insurance Group Foundation (the “Foundation”), under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The board of directors of the Foundation is comprised of some of the officers of Selective and its insurance subsidiaries. We contributed $1.0 million to the Foundation in 2024.

BlackRock

BlackRock, a leading publicly traded investment management firm, has purchased our common shares in the ordinary course of its investment business and has previously filed Schedules 13G/A with the SEC. On January 23, 2024, BlackRock filed a Schedule 13G/A reporting that it is deemed to be the beneficial owner of an excess of 5% of the outstanding shares of Selective common stock. In connection with purchasing our common shares, BlackRock filed the necessary filings with insurance regulatory authorities. On the basis of those filings, BlackRock is deemed not to be a controlling person for the purposes of applicable insurance law.

We are required to disclose related-party information for our transactions with BlackRock. BlackRock is highly regulated, serves its clients as a fiduciary, and has a diverse platform of active (alpha) and index (beta) investment strategies across asset classes that enables it to tailor investment outcomes and asset allocation solutions for clients. BlackRock also offers the BlackRock Solutions^® investment and risk management technology platform, Aladdin^®, risk analytics, advisory, and technology services and solutions to a broad base of institutional and wealth management investors. We incurred expenses related to BlackRock for services rendered of $2.0 million in 2024.

As part of our overall investment diversification, we invest in various BlackRock funds from time to time. These funds accounted for less than 1% of our invested assets at December 31, 2024. During 2024, with regard to BlackRock funds, we (i) purchased $5.7 million in securities, (ii) sold $10.8 million in securities, (iii) recognized net realized and unrealized gains of $1.1 million, and (iv) recorded $2.1 million in income.

Our pension plan's investment portfolio contained investments in BlackRock funds of $87.9 million at December 31, 2024. During 2024, with regard to BlackRock funds, the pension plan (i) did not purchase any securities, (ii) sold $18.1 million, and (iii) recorded net investment losses of $8.2 million. In addition, our employee deferred compensation plan and defined contribution plan may offer our employees the option to invest in various BlackRock funds. All contracts and transactions with BlackRock were consummated in the ordinary course of business on an arm’s-length basis.

Vanguard

Vanguard, one of the world’s largest investment management companies, has purchased our common shares in the ordinary course of its investment business and has previously filed Schedules 13G/A with the SEC. Vanguard offers low-cost mutual funds and exchange-traded funds, as well as other investment-related services. On February 13, 2024, Vanguard filed a Schedule 13G/A reporting that it is deemed to be the beneficial owner of an excess of 5% of the outstanding shares of Selective common stock. In connection with purchasing our common shares, Vanguard filed the necessary filings with insurance regulatory authorities. On the basis of those filings, we do not expect Vanguard to be deemed a controlling person for the purposes of applicable insurance law.

As part of our overall investment diversification, we may invest in various Vanguard funds from time to time. These funds accounted for less than 1% of our invested assets at December 31, 2024. During 2024, with regard to Vanguard funds, we (i) purchased $16.1 million in securities, (ii) sold $7.0 million in securities, (iii) recognized net realized and unrealized losses of $1.0 million, and (iv) recorded $1.2 million in income. Our deferred compensation plan offers our employees investment options based on the notional value of various Vanguard funds. Our defined contribution plan offers our employees the option to invest in a Vanguard fund. All transactions with Vanguard are consummated in the ordinary course of business on an arm’s-length basis.

Fidelity

Fidelity, one of the world’s largest investment management companies, has purchased our common shares in the ordinary course of its investment business and filed a Schedule 13G with the SEC. Fidelity provides diversified, financial services businesses that serve individuals, families, employers, wealth management firms, and institutions. On November 12, 2024, Fidelity filed a Schedule 13G reporting that it is deemed to be the beneficial owner of an excess of 5% of the outstanding shares of Selective common stock.

As part of our overall investment diversification, we may invest in various Fidelity funds from time to time. These funds accounted for less than 0.2% of our invested assets at December 31, 2024. During 2024, with regard to Fidelity funds, we (i) purchased $11.4 million in securities, (ii) sold no securities, (iii) recognized $0.3 million in net realized and unrealized gains, and (iv) recorded $0.3 million in income. As of year-end 2024, we had commitments that may require us to invest an additional $23.7 million into a Fidelity limited partnership fund and related bonds. One of the notional investment options under our deferred compensation plan is based on the notional value of a Fidelity fund.

Director Independence

Our securities are listed on the Nasdaq Stock Market (“Nasdaq”), and we use the standards of “independence” prescribed by rules set forth by Nasdaq. Under Nasdaq rules, a majority of a listed company’s board of directors must be comprised of independent directors. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out a director’s responsibilities. Our Board has determined that all current directors and director nominees¹ are independent under applicable Nasdaq and SEC rules and regulations – except our CEO, Mr. Marchioni. In making its determination, the Board considered disclosures each director made related to various transactions, relationships, or arrangements involving Selective. Disclosures by the following three directors required analysis:

Robert Kelly Doherty: Mr. Doherty’s son is a Partner for Goldman Sachs Group, Inc. (“Goldman Sachs”). In 2023, Selective engaged Goldman Sachs as its investment banking advisor. Selective did not pay any fees in 2024 in connection with the investment banking relationship. Selective and its subsidiaries also are migrating their money market fund portal to Goldman Sachs’ Mosaic platform, which is not expected to result in any payments by Selective to Goldman Sachs.

¹ The Board determined that each of the following current directors are independent: Mses. Bacus, Mitchell, Nicholson, and Sampson and Messrs. Aijala, Cavanaugh, Coaxum, Doherty, McCarthy, Mills, Scheid, and Urban. The Board determined that each of the following director nominees are independent: Mses. Bacus, Mitchell, Nicholson, and Sampson and Messrs. Aijala, Cavanaugh, Coaxum, Doherty, McCarthy, Mills, and Scheid.

Mr. Doherty’s son has an insurance policy with a Selective insurance subsidiary, which was obtained in the normal course through an independent agent, for which he pays a standard market-based premium. As (i) neither Mr. Doherty nor his son have any involvement in the above Goldman Sachs transactions, (ii) these arrangements generated no revenue for Goldman Sachs in 2024, and (iii) Mr. Doherty had no involvement in his son’s procurement of the insurance policy, its pricing, or any other matters relating the policy, the Board determined that these transactions do not affect Mr. Doherty’s independence.

H. Elizabeth Mitchell: In determining that Ms. Mitchell is an independent director, the Board considered that she serves as a director of the Principal Financial Group (“Principal”). In connection with Principal’s recent acquisition of Wells Fargo’s trust business, bank accounts for our deferred compensation plan and certain state deposit bonds were transferred to the Principal. Ms. Mitchell had no involvement with the establishment of the bank accounts or the procurement of the state deposit bonds. In 2024, the total fees associated with these arrangements were approximately $37,000. Accordingly, the Board determined that Ms. Mitchell’s relationship with the Principal does not affect her independence.

The Board also considered that Ms. Mitchell’s brother is Senior Director, Global Services & Customer Operations for Servicenow, Inc. (“Servicenow”). At the recommendation of, and through, one of our information technology vendors, we purchased software licenses and related software support services of Servicenow. The total amounts paid to the recommending vendor for Servicenow-related products and services in 2024 was approximately $614,000, less than 0.01% of Servicenow’s 2024 total revenues. As neither Ms. Mitchell nor her brother had any involvement with these immaterial transactions, the Board determined that these transactions do not affect Ms. Mitchell’s independence.

Kate E. R. Sampson: Ms. Sampson’s sister-in-law is employed as a Partner at the law firm of Nutter McLennan & Fish, LLP (“Nutter”). In 2024, Selective paid less than $10,000 to Nutter for legal services. As (i) Ms. Sampson had no involvement in Selective’s engagement of Nutter, (ii) her sister-in-law does not advise Selective, and (iii) the amount of fees is immaterial, the Board determined that the transaction does not affect Ms. Sampson’s independence.

All members of the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation and Human Capital Committee are independent directors under applicable Nasdaq and SEC rules and regulations.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Selective’s Corporate Governance Guidelines are available for review on Selective’s website at www.selective.com/investors/corporate-governance.

Majority Voting for Directors in Uncontested Elections

The Board has adopted a majority voting policy for uncontested elections of incumbent directors. To be reelected to the Board, an incumbent director must receive a majority vote by stockholders, unless the Corporate Secretary determines that the number of director nominees exceeds the number of directors to be elected. If any incumbent director nominee receives less than a majority of votes cast, the following process must be followed:

Board Refreshment

While the Board recognizes the importance of Board refreshment, it does not believe that it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period have institutional knowledge and can provide valuable insight into the operations and future of Selective based on their experience with and understanding of Selective’s history, policies, and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints, when appropriate, through its evaluation and nomination processes, and its mandatory retirement age policy. Our Corporate Governance Guidelines and By-Laws provide that no person who has attained their 72^nd birthday is eligible for election as a director.

Overboarding: Limits on Outside Board Memberships

The Board recognizes that a director’s ability to fulfill their responsibilities as a member of the Board can be impaired if the director serves on numerous other boards or board committees. Accordingly, our Corporate Governance Guidelines limit the number of public company directorships that a director may hold. Pursuant to our Corporate Governance Guidelines, directors are not permitted to serve on the boards of more than four public companies (including the Board); provided that any director employed as a chief executive officer of a public company is not permitted to serve on the boards of more than two public companies (including the Board). A director must advise the Lead Independent Director, the Chairperson of the Board, or the Chairperson of the Corporate Governance and Nominating Committee before accepting an invitation to serve on another public or private company board, so the Board can determine that no actual or potential conflicts of interest exist and that the proposed board service does not interfere with their duties and obligations as a Selective director. Service on boards and board committees of other companies must be consistent with our conflict of interest and related person transactions policies.

Board Meetings and Committees

The Board held seven meetings in 2024, and the independent directors met four times without management present. All directors attended at least 75% of the aggregate number of Board and their respective committee meetings during 2024, with average attendance over 98%. While we do not have a formal policy on director attendance at annual meetings of stockholders, we expect all directors to attend such meetings. All then-serving directors virtually attended the 2024 Annual Meeting of Stockholders.

The Board has six standing committees:

The Corporate Governance and Nominating Committee is responsible for evaluating and making recommendations to the Board concerning the appointment of directors to the six committees and the selection of committee chairpersons. The Board generally favors the periodic rotation of committee chairpersons, but also recognizes that it may not always be in Selective’s best interest to change a Board committee chairperson, such

as when a director has special knowledge or experience. It is anticipated that Board committee chairpersons will serve up to an average of approximately five consecutive years to facilitate rotation of committee chairpersons, while maintaining experienced leadership.

The following tables provide information on each of the six standing committees and its current members:

Board Leadership Structure

Our two principal Board leadership positions are: (i) Board Chairperson; and (ii) Lead Independent Director.

Our Corporate Governance Guidelines do not require the separation of the offices of the Board Chairperson and the CEO. Instead, the Board regularly evaluates and decides whether the same person should hold the offices of Board Chairperson and CEO. Our Board has determined that it is appropriate and in the best interests of Selective and its stockholders for Mr. Marchioni to serve as both CEO and Board Chairperson given his institutional and industry knowledge. Our Board believes that our current leadership structure fosters responsive and strong leadership for Selective.

As discussed in greater detail below, our current governance structure establishes a dynamic leadership role for the Lead Independent Director, which, together with independent committee leadership, provides a meaningful counterbalance to the CEO Chairperson and maintains independent and effective oversight of management.

CEO and Board Chairperson Responsibilities

When the CEO serves as the Board Chairperson, as is the current structure, they are responsible for oversight and guidance of Selective’s management and overall corporate performance. The CEO Chairperson leads the Board and facilitates intra-Board communication in overseeing Selective’s strategy and long-term and short-term goals, and fosters ethical and responsible corporate culture and decision-making throughout Selective. Specific duties of a Board Chairperson include:

Lead Independent Director Responsibilities

Our Corporate Governance Guidelines provide that when the Board does not have an independent Chairperson, the Board will appoint an independent director to be the Lead Independent Director. Mr. Doherty is our Lead Independent Director and has served in that role since 2022. The Lead Independent Director is responsible for coordinating the activities of the independent directors and performing various other duties, including:

It is anticipated that the Lead Independent Director will serve up to approximately five consecutive years to facilitate the rotation of the Lead Independent Director position while maintaining experienced leadership; however, the Board may extend such tenure consistent with good governance practices, including to further strategic objectives or address external factors affecting Selective.

Board and Committee Multi-Step Evaluation Process

The Corporate Governance and Nominating Committee conducts annual self-assessments and evaluates its effectiveness and the effectiveness of the full Board and its other committees. The current process is outlined below:

Continuing Education for Directors

Selective provides continuing education opportunities for directors, including a mix of in-house and third-party presentations and programs. We will reimburse directors for reasonable expenses incurred in connection with continuing education courses or programs related to their Board service.

SUSTAINABILITY AND HUMAN CAPITAL

Selective’s Sustainability Oversight and Management

The Board delegated oversight of sustainability to the Board’s Corporate Governance and Nominating Committee. Risks related to sustainability are allocated among the Board’s committees consistent with their charters, as outlined above. Management’s Sustainability Committee (discussed below) updates the Executive Leadership Team and Corporate Governance and Nominating Committee on sustainability-related strategic initiatives. Corporate Governance and Nominating Committee members offer valuable insights based on their sustainability-related knowledge and experience. The Corporate Governance and Nominating Committee regularly reports to the full Board on sustainability matters.
The executive management team oversees the organization’s sustainability efforts. The Sustainability Committee provides detailed quarterly reports on sustainability-related initiatives to the executive management team, which provides feedback and oversight on those initiatives.
The Sustainability Committee is a management committee, comprised of leaders and employees from the Underwriting, Claims, Legal, Finance, Risk, Internal Audit, and Human Resources Departments. A sustainability Manager coordinates its activities. The Sustainability Committee is responsible for developing plans and objectives for sustainability-related initiatives and providing reports to executive leadership and the Corporate Governance and Nominating Committee. The Sustainability Committee’s primary purpose is to assist management in developing strategies and goals to integrate sustainability into the organization’s business objectives.

Sustainability and Social Responsibility

We integrate sustainability principles into our business and partner with key stakeholders to develop human capital, environmental, and claims strategies and solutions that enhance resilience, well-being, inclusivity, risk mitigation, and customer service.

Helping Our Customers

We provide customers and distribution partners with services and educational resources to help mitigate potential risks. Our risk management initiatives include proactively providing policyholders with notifications and alerts, identifying risks, mitigating potential loss occurrences, and providing tools and technologies that improve safety and reduce losses. Our Risk Management Specialists visit designated customers’ places of business to advise on reducing the risk of loss for property or casualty claims. Selective’s new Risk Management Center offers Standard Commercial Lines customers seamless, on-demand access to a curated selection of self-service risk management resources. These resources address facets of customers’ businesses aligned with the specific insurance coverages we provide them. Our Claims team reacts promptly to help customers recover after experiencing loss. Our distribution partners recognize our exceptional customer service, delivered primarily through our field-based model, and consider us a highly service-oriented carrier. Our customer satisfaction scores have been consistently strong.

Developing Our Employees

A core strategic priority is to ensure we have a highly engaged and aligned team of high-caliber employees. We continue to invest significantly in employee training programs and prioritize their development to position our talent for future opportunities and leadership. See below under the “Human Capital” section for further information on these initiatives.

Supporting Our Communities

Through the Foundation, we donate to non-profit organizations that promote civic responsibility, support home, auto, and business safety, and provide health and human services. The Foundation’s mission is to empower safe, sustainable, just, and inclusive communities where we – and our customers and agents – live and work.

Selective invests in indirect state and federal incentives to finance programs with social benefits or objectives. For example, Selective has invested in low-income housing tax credits, historic property credits, rural investment programs, economic redevelopment credits, renewable energy credits, and scholarship tax credit programs. We also coordinate employee volunteerism to support local charities.

Managing Climate Risk

We protect thousands of individuals and businesses against the financial impact of covered losses, including catastrophic events. Climate change increases the unpredictability of weather-related loss frequency and severity, posing a long-term risk to our customers’ businesses and lives – and our profitability. We aim to mitigate climate change impact by (i) prudently overseeing and managing catastrophe risk exposure, (ii) providing our customers responsive claims handling, risk management services, and proactive weather alerts, (iii) preparing for the continuing transition to clean energy, and (iv) reducing our carbon footprint. Understanding and helping mitigate climate change perils for our business and customers is core to our operations and strategy. We believe that these efforts (i) demonstrate responsible corporate action to mitigate climate change impact and (ii) will contribute to sustained superior financial and operating performance over time that will reward our shareholders.

In addition to mitigating insurance operations and investment risk, we:

The table below outlines strategically important sustainability categories and our related actions and areas of focus:

SUSTAINABILITY HIGHLIGHTS & AREAS OF FOCUS

		Insurance Operations	◾          Enterprise Risk Management framework.   ◾          Transition to a clean energy future.   ◾           Reduction of energy and water consumption and recycling programs.   ◾           Do not underwrite specific environmentally hazardous risks.
		Investment Operations	◾           Consider sustainability risk factors in management and oversight.   ◾           Incorporate sustainability considerations into investment process.   ◾           Do not invest in any new direct equity or debt investments in thermal coal enterprises.
		Insurance Operations	◾           Employment practices, such as recruiting, onboarding, and competitive compensation and benefits.   ◾           Professional training and development programs.   ◾           Engagement and inclusion initiatives.   ◾           Employee physical, financial, and emotional well-being.
		Community	◾           Paid time off for volunteerism.   ◾           Annual donations through our Foundation, including matching charitable donations.   ◾           Participating in philanthropic programs and activities to help communities where we – and our customers and agents – live and work.
		Customers & Distribution Partners	◾           Resolving covered claims promptly.   ◾           Providing customers with risk mitigation solutions.   ◾           Offering coverage for many key weather and non-weather perils.   ◾           Reducing environmental impact.
		Insurance Operations	◾           Independent Board oversight.   ◾           Code of Conduct.   ◾           Ethics and compliance helpline.   ◾           Supplier Code of Conduct.
		Customer Privacy & Data Security	◾           Data privacy and governance.   ◾           Cybersecurity programs.   ◾           Technology to safeguard information and systems.

Human Capital

We recognize that developing and protecting our human capital and providing a beneficial employee experience complements and contributes to superior longer-term financial performance. We are committed to maintaining a safe and inclusive workplace for our approximately 2,800 employees. We discuss more fully below our approach to (i) the physical, social, and financial well-being of our employees, (ii) talent development and employee retention, and (iii) engagement and inclusion.

Physical, Social, and Financial Well-Being of our Employees

We invest significantly in our employees’ physical, social, and financial well-being, which we believe is essential to attracting and retaining the best talent. We are committed to paying competitively, regularly analyzing compensation and taking appropriate action to ensure internal equity and external market alignment. We offer competitive financial benefit programs to support the fiscal well-being of our employees and their families.

Among our offerings are a 401(k) plan with non-elective and employer matching contributions, an employee stock purchase plan with discounted pricing, and tuition reimbursement and student loan repayment programs. Most employees are eligible to participate in our annual cash incentive program, which is funded and paid based on their performance and our achievement of established financial and strategic objectives. Employees of certain

levels also are eligible to participate in our long-term stock-based incentive compensation programs. We also offer competitive and convenient health and wellness programs. To support our employees’ social and emotional well-being, we encourage connections with their colleagues and communities through various programs, such as paid time off for volunteering, matching charitable donations, employee engagement events, employee resource and affinity groups, and unique programming to meet employee needs.

Talent Development and Employee Retention

We invest significant time and resources in (i) training and development so our employees can fulfill their professional potential and have rewarding careers and (ii) efforts to retain our best talent and foster a positive work-life balance. We are committed to ongoing employee learning, personal growth, and continuous improvement. Our employees have access to a wide range of resources, including live instructor-led and online skills training courses. We also have leadership and talent development programs and initiatives for all levels of the organization. Examples include our (i) Next Generation of Leaders program, which identifies early- and mid-career management opportunities for focused development and future senior leadership preparation, (ii) RISE (Retain Include Support Engage) program, an accelerated professional development program for individual contributors interested in first-level management positions, (iii) Accelerate program, which provides training for new managers on leadership skills and techniques, and (iv) our Ignite Internship and Momentum Trainee programs, which are early career programs that help develop our future talent pipeline.

Of our 2,800 employees at December 31, 2024, 1,300 were home-based; 810 were in our regional offices; and the remainder were in our corporate office. Our Flexible Work Location Policy requires most office-based non-management employees to be in their assigned office 40% of the time. Our 2024 employee turnover rate was approximately 10%, compared to approximately 11% in 2023. Employees with over 20 years of service represented approximately 14% of our workforce.

Engagement and Inclusion

Building a highly engaged team is a core strategic imperative. We employ strategies to create an inclusive workplace culture and attract and retain employees through recruiting, onboarding, training, promotion practices, professional development, engagement surveys, retention interviews, employee resource groups, and competitive compensation and benefits. We believe collaboration among employees and promoting an inclusive environment fosters innovation, improving operational performance, product development, customer experience, market opportunities, and profitability. We are committed to initiatives that promote inclusion regardless of ethnicity, race, religion, age, veteran status, sexual orientation, gender identity, disability and socio-economic background. These efforts, including engagement, inclusive leadership, and psychological safety training for officers, managers, and supervisors, seek to support employee recruiting, retention, and development and advance a valued and empowered workforce. At the Board level, the Corporate Governance and Nominating Committee manages a robust process to recruit new directors with diverse backgrounds, skills, and experiences.

RISK MANAGEMENT

Enterprise Risk Management

We believe a high-functioning, effective Enterprise Risk Management (“ERM”) program is achieved when risk management is an organizational cultural value and the shared responsibility of every employee. We have developed processes and tools intended to support a risk management culture and create a robust organizational ERM framework. We have also designed our compensation policies and practices, governance framework, and Board leadership structure to support our overall risk appetite and strategy.

We use ERM as part of our governance and control process to take an entity-wide view of our major risks and their potential impact. We designed our ERM framework to identify, measure, report, and monitor these risks and develop appropriate responses to support the successful execution of our business strategies.

Our Board oversees our ERM process, and all Board committees oversee risks specific to their areas of supervision and report their activities and findings to the entire Board. To assist the Board in overseeing the Company’s operational activities and identifying and reviewing related risk, the Board formed a Risk Committee effective January 1, 2024. The Board’s Risk Committee is responsible for overseeing Selective’s enterprise risk management framework and practices and makes regular reports to the entire Board.

Management maintains an Executive Risk Committee (“ERC”) that is responsible for the holistic monitoring and supervision of our risk profile and determining future risk management actions supporting our overall risk profile. The ERC provides management oversight of our ERM function and is responsible for maintaining operational processes and controls designed to identify, mitigate, and manage risks that could materially impact Selective. The ERC relies on several management committees to analyze and manage specific major risks. The ERC meets quarterly, and additionally as appropriate, to review and discuss various topics and the interrelation of our significant risks, including capital modeling results, capital adequacy, risk metrics, emerging risks, and sensitivity analysis. The Chief Risk Officer provides reports to the Board or the appropriate Board committee on the ERC’s activities, analyses, and findings, providing quarterly updates on specific risk metrics.

The Board also receives regular updates on the strength of our cyber risk control environment, emerging cyber threat issues, and the results of external assessments by outside security consultants. In assisting the Board in overseeing our operational activities and identifying and reviewing related risks, the Risk Committee is responsible for overseeing our cyber risks and strategy. Two directors have earned cybersecurity oversight certifications from a corporate directors’ organization. For more information about cybersecurity risk management and strategy, please refer to “Item 1C. Cybersecurity.” of our 2024 Annual Report.

For more information about how the Board oversees sustainability-related risks, please refer to the “Sustainability and Human Capital” section of this Proxy Statement.

For more information about our ERM function, see the “Corporate Governance, Sustainability, and Social Responsibility” section under “Item 1. Business.” of our 2024 Annual Report.

Compensation Risk Assessment

We do not believe that risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on our operations or results. Accordingly, no material adjustments were made to our compensation policies and practices because of our risk profile.

To make this determination, we assessed the risks of our compensation policies and programs. In assessing these risks, we considered that we operate in an industry based almost entirely on managing risk, and our risk management framework is robust. We considered the following:

We also considered our overall compensation program, including:

We also considered that we adjust our compensation programs from time-to-time as risks in our industry and reportable segments change to help ensure that compensation and risk remain appropriately aligned.

Finally, we reviewed our various risk mitigation strategies in the compensation context, including:

We will continue to assess the risks of our compensation policies and programs going forward.

STOCKHOLDER COMMUNICATIONS

Stockholders and other interested parties may send communications to the Board, a committee of the Board, or individual directors in writing to c/o Corporate Secretary, Selective Insurance Group, Inc., 40 Wantage Avenue, Branchville, New Jersey 07890 or by e-mail to [email protected]. The Corporate Secretary will review each communication received solely to determine if appropriate. The Board has determined that the following types of communication are not related to the Board’s duties and responsibilities and are not appropriate: spam and similar junk mail and mass mailings, unsolicited advertisements or invitations to conferences or promotional material, product complaints, resumes or other job inquiries, and surveys.

CODE OF CONDUCT

Selective has adopted a Code of Conduct that establishes business ethics principles that apply to all Selective personnel, including executive officers. The Code of Conduct is located on Selective’s website at www.selective.com/investors/corporate-governance. Any material amendment to or waiver from the provisions of the Code of Conduct that applies to Selective’s executive officers will be posted to Selective’s website.

² The combined ratio is the property and casualty insurance industry standard measure of underwriting profitability. A combined ratio under 100% indicates that an insurance company is generating an underwriting profit and a combined ratio over 100% indicates that an insurance company is generating an underwriting loss. 

INSIDER TRADING POLICY

Selective has adopted an Insider Trading Policy that applies to all employees, including officers, and directors of the Company and its subsidiaries. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of Selective's securities, as well as the applicable rules and regulations of Nasdaq. A copy of the Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

This Compensation Discussion and Analysis provides our stockholders information about our 2024 compensation program for the following named executive officers (“NEOs”):

* Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024.

** Mr. Harnett ceased serving as Interim Chief Financial Officer and as a Rule 3b-7 “executive officer” on October 1, 2024, and continues to serve as Senior Vice President and Chief Accounting Officer.

Consideration of 2024 Say-on-Pay Advisory Vote Results

Since our initial say-on-pay proposal in 2011, our stockholders have overwhelmingly supported our compensation decisions. Our NEOs’ compensation was approved at the 2024 Annual Meeting of Stockholders by over 99% of votes cast. In determining our NEOs’ 2024 compensation, the Compensation and Human Capital Committee (“CHCC”) considered these results. Consequently, we did not materially change our 2024 compensation program and policies. We have continued to emphasize a well-calibrated and balanced combination of short-term and long-term incentive compensation, which we believe rewards our NEOs for delivering long-term stockholder value. We value our stockholders’ feedback and will continue to review and consider the results of our say-on-pay proposals.

2024 Corporate Performance Results

During 2024, we generated a GAAP ROE of 7.0% and a non-GAAP operating ROE³ of 7.1%, below our 12% target. Throughout 2024, we addressed the uncertain and ongoing loss trend environment by strengthening prior year casualty loss reserves, primarily in our general liability line of business, which caused our financial results to fall short of our expectations. Our 2024 combined ratio of 103.0% included 7.1 points of adverse prior year casualty reserve development. Compared to 2023, overall NPW increased by 12% and overall new business increased 8%. We achieved a 9.5% increase in overall renewal pure price.

³ Non-GAAP operating ROE is a non-GAAP financial measure and is calculated as follows:

GAAP COMBINED RATIO

Our after-tax net investment income was $363 million for 2024, an increase of 17% compared to 2023, driven by solid performance from the fixed income and alternative investment portfolios. Investment segment net investment income after-tax contributed 12.8 points of GAAP ROE in 2024. As of year-end 2024, 92% of our portfolio was invested in fixed income and short-term investments, with an average credit rating of “A+” and an effective duration of 4.0 years, offering a high degree of liquidity.  Risk assets, including our high-yield bond allocation within our fixed income securities portfolio, public equities, and limited partnership investments in private equity, private credit, and real asset strategies, represented 10.0% of our investment portfolio at year-end 2024. 

In 2024, our annualized total shareholder return (“TSR”) was -4.6%, calculated by comparing the change in value of our common stock price and reinvested dividends. The table below shows our TSR compared to Standard & Poor’s (“S&P”) P&C Index annualized TSR and S&P’s 500 Index annualized TSR for the last one-, three-, five-, and ten-year periods:

On November 22, 2024, AM Best Company reaffirmed our “A+ (Superior)” financial strength rating, the second highest of their 13 financial strength ratings, and our “stable” outlook. In taking this rating action, AM Best Company cited our balance sheet strength, strong operating performance, favorable business profile, and appropriate enterprise risk management.

Non-GAAP operating income differs from net income available to common stockholders by the exclusion of after-tax net realized and unrealized gains and losses on investments. This non-GAAP measure is used as an important financial measure by management, analysts, and investors because the timing of realized and unrealized investment gains and losses on securities in any given period is largely discretionary and including them could distort the analysis of trends. Non-GAAP operating ROE is not intended as a substitute for ROE that is based on net income available to common stockholders prepared in accordance with GAAP. Please refer to Selective’s Annual Report on Form 10-K for the year ended December 31, 2024 for a reconciliation of Non-GAAP operating ROE to its most directly comparable financial measure calculated and presented in accordance with GAAP.

On September 27, 2024, S&P reaffirmed our “A” rating with a “stable” outlook. In taking this rating action, S&P cited our (i) strong historical operating performance driven by positive renewal rates, enhanced underwriting tools, and detailed risk segmentation and (ii) focus on profitability through steady rate increases and targeted risk selection, aiding in retention of lower-risk, more-profitable accounts.

On June 26, 2024, Moody’s Investors Services (“Moody’s”) reaffirmed our “A2” rating and changed our rating outlook to “stable” from “positive.” In taking this rating action, Moody’s cited our (i) strong regional franchise focused on low-to-medium hazard and small-to-midsize commercial accounts, (ii) strong independent agency relationships, (iii) long record of underwriting profitability, and (iv) conservative investment portfolio. In addition, Moody’s cited our narrower market presence relative to national peers, contributing to the rating outlook change.

On May 14, 2024, Fitch Ratings reaffirmed our “A+” rating with a “stable” outlook. In taking this rating action, Fitch Ratings cited our (i) business profile as having favorable competitive positioning within our core standard lines businesses with strong independent agency relationships, (ii) continued profitable underwriting, (iii) strong capitalization, and (iv) very strong debt service.

We received the following business honors in 2024: The ACORD Standards Advancement Award and Aon’s Ward’s 50 P&C Top Performers for the sixth consecutive year.

2024 Progress on our Strategic Business Framework

In 2024, we remained focused on our Strategic Business Framework and advanced our five strategic imperatives. We leverage these strategic imperatives to maximize growth and profitability, position the Company for long-term success, and reward our stockholders with long-term value creation. We believe that the following imperatives enhance our competitive position:

Create a Highly Engaged Team

In 2024, we continued to focus on acquiring and retaining talent. We managed daily operations in a hybrid environment, with a focus on balancing personal responsibilities and workloads. To further create a highly engaged team:

In 2024, we were (i) designated as a Great Place to Work Certified^TM organization for the fifth consecutive year and (ii) recognized by Forbes as one of “America’s Best Mid-Size Employers” for the fourth time.

Align Resources for Profitable Growth

The year 2024 presented exceptional challenges for commercial lines and the broader industry, with social inflation and property catastrophe losses significantly impacting profitability. In response, we focused on obtaining appropriate rate adequacy and refining our underwriting and claims strategies.

A key initiative in our profitable growth strategy is geographic expansion. Since launching our expansion initiative in 2017, we have added thirteen states to our commercial lines footprint, including the following five

states in 2024: Maine, Nevada, Oregon, Washington, and West Virginia. Performance in all these expansion states has met or exceeded expectations.

In personal lines, we continued to focus on writing new business in the mass affluent market and implementing pricing and underwriting actions to improve profitability.

In excess and surplus lines, we exceeded our growth and profitability goals with a focus on enhancing scalability, reducing policy issuance times, and enhancing service delivery and operational resilience.

We implemented a new digital claims payment process that reduces reliance on physical checks and should produce significant efficiencies and savings.

Deliver a Superior Omni-Channel Customer Experience

In 2024, we saw increased engagement and use of our MySelective customer portal for policy issuance, billing, and claims matters. Our technology investments and enhancements increased customer self-service and improved adjuster flows, and combined with other customer-focused initiatives, resulted in decreased call volumes.

Our Agency Paperless initiative has resulted in the electronic delivery of 98% of our commercial lines policies as of December 2024, producing substantial cost savings.

In 2024, to help mitigate water claims, we entered strategic partnerships and piloted several value-added services that detect and help remediate water leaks. Based on the pilot’s success, we have committed to increasing this program’s scale and extending it to electrical system monitoring and fire prevention devices.

In 2024, we identified an opportunity to optimize our expanding value-added Commercial Auto Telematics Program. We are combining data-driven insights of telematics with our unique approach to risk management fleet coaching, aimed at improving driver safety and reducing auto claim frequency.

Leverage Data and Analytics to Create Meaningful Insights

In 2024, we developed and integrated sophisticated tools to inform risk selection, pricing, and claims decisions, including:

Optimize Operational Effectiveness and Efficiency

We upgraded process automation, efficiency, security, and technology implementation, resulting in improved productivity, reduced lead times, enhanced data management, and increased operational effectiveness. In 2024, we established a Business Transformation Office, accountable for all activities associated with our ongoing adoption of a product-based operating model. We also completed a biennial security program assessment, providing robust details about our tools and processes, validating alignment with maturity plan targets, and exceeding industry averages in all categories.

In addition to our customary investment allocations, we allocated additional spending to target efficiency and scale throughout the organization, including:

CEO Pay for Performance

The following tables present (i) CEO compensation over the past five years (“CEO Total Compensation”), (ii) the dollar and percentage change from the prior year, and (iii) Selective’s cumulative TSR for the corresponding one-, three-, and five-year periods. The tables demonstrate the correlation between changes in Selective’s cumulative TSR and our CEO compensation, which generally reflects and is consistent with our philosophy of aligning compensation with the interests of stockholders and long-term performance.

Note: CEO Total Compensation is based on disclosed compensation for Mr. Marchioni in 2020–2024. Similar to the required Pay Versus Performance disclosure, the $100 baseline as of December 31, 2019, for the TSR calculation is not shown in the graph above. Similarly, 2019 CEO compensation is not shown in the graph above, but is referenced in the table below based on the comparison to 2020 CEO compensation.

* The value of “Indexed Total Shareholder Return (TSR)” at the end of each year shown above is based on the then-current value of an assumed $100 investment in Selective stock on December 31, 2019, and reflects changes in stock price and assumes that dividends paid to shareholders are reinvested in Selective stock.

⁽¹⁾ Mr. Marchioni was appointed CEO effective February 1, 2020. This decrease in compensation is compared to our former CEO’s compensation for 2019 and a result of the CEO transition.

Role and Function of the Compensation & Human Capital Committee (CHCC), the Compensation Consultant, and Management

The CHCC oversees executive compensation and retains an independent executive compensation consultant, Exequity LLP (the “Compensation Consultant”), to advise it on executive and director compensation matters. The Compensation Consultant (i) reviews our NEO compensation structure and amounts, (ii) prepares comprehensive competitive compensation analyses for our NEOs, (iii) provides counsel to the CHCC about award metrics, compensation components, amounts allocated to those components, and the total compensation opportunities for the CEO and the other NEOs, and (iv) attends CHCC meetings.

The Compensation Consultant has advised the CHCC since 2007. The Compensation Consultant advises the CHCC on executive and director compensation matters and does not provide any additional services to Selective. The CHCC determined that the Compensation Consultant has no conflicts of interest with Selective based on applicable SEC and Nasdaq rules.

The CHCC has full autonomy to make compensation decisions about the NEOs, incorporating information and advice from the Compensation Consultant. In 2024, Mr. Marchioni made recommendations to the CHCC regarding the other NEOs’ compensation, based on his assessment of their annual performance, contributions to Selective, and potential for advancement. Mr. Marchioni did not participate in the deliberations on his compensation.

In making its compensation decisions, the CHCC also considers (i) pre-established guidelines regarding award amounts, (ii) pay levels at companies with which we compete for business and executive talent (discussed below), (iii) Selective’s performance, (iv) executive retention issues, (v) internal compensation parity, and (vi) advancement in abilities, experience, and responsibilities. As part of their usual duties and responsibilities, the Executive Vice President, Chief Human Resources Officer, and certain other human resources officers provide the CHCC with information about the overall design of the executive compensation program and its components.

DESIGN CONSIDERATIONS OF SELECTIVE’S EXECUTIVE COMPENSATION PROGRAM

Selective’s Executive Compensation Program Objective and Philosophy

Our executive compensation program aims to attract, retain, and motivate executive talent to drive Selective’s success by creating stockholder value through profitable growth and effective risk management.

Our compensation program is designed to (i) promote and align both the short- and long-term interests of our NEOs with those of our stockholders, (ii) reward the achievement of our business objectives through the execution of our Strategic Business Plan Framework and its five strategic imperatives, and (iii) recognize each NEO’s achievements, motivating execution of duties and responsibilities in a manner not reasonably likely to have a material adverse effect on our operations or results. We aim to provide our highly talented and qualified NEOs with competitive total compensation, based on total value and a mix of short- and long-term cash and stock-based components, compared to the compensation paid by other property and casualty insurance companies and other companies with which we compete for executive talent.

When evaluating compensation for our CEO and other NEOs, the CHCC considers (i) our overall results compared to budget and projected industry results, (ii) performance relative to our ROE target, (iii) Selective’s underwriting profitability as measured by our combined ratios, (iv) our ability to profitably grow NPW, (v) our investment income performance compared to both budget and benchmark targets, and (vi) retention of top talent.

Consistent with our pay-for-performance philosophy, we link our annual incentive awards to pre-determined financial and strategic business objectives and individual contributions. We align our long-term compensation to the achievement of pre-determined specific performance measures that we believe impact the generation of long-term stockholder value.

Compensation Elements

Our executive compensation program generally consists of the following key elements selected to (i) address the market-based realities of attracting and retaining quality NEOs, and (ii) align the NEOs’ compensation with our stockholders’ interests:

Compensation Best Practices

Our compensation program and practices feature the following best practices:

Benchmarking

When making compensation decisions, the CHCC believes it is important to have information from multiple sources about compensation practices at an array of publicly traded companies, focusing on property and casualty insurance holding companies. The CHCC believes that:

The CHCC reviewed with the Compensation Consultant the following benchmarking information in October 2023 for purposes of establishing 2024 compensation:

As part of the 2024 compensation process, in late 2023, the Compensation Consultant furnished the CHCC with the most recent NEO compensation information available from the following:

* The Proxy Peer Group used in making 2024 compensation decisions was the same as the Proxy Peer Group used in 2023.

Information for the Proxy Peer Group companies was obtained from proxy statements and other SEC filings. This information includes data on compensation components and comparative analyses of the overall financial performance of the Proxy Peer Group. The Proxy Peer Group is comprised of companies that provide similar products, have a similar geographic market scope, and compete with us for executive talent. The Property and Casualty Insurance Compensation Survey provides supplemental data from organizations of various sizes. We also analyze data from across the property and casualty insurance industry because we strive to engage the best talent and recruit from organizations that are both smaller and larger than Selective.

In late 2024 and early 2025, to evaluate 2024 and 2025 pay decisions, including the ACIP payouts for 2024, the CHCC reviewed information (i) from the Proxy Peer Group (excluding Argo Group International Holdings, Ltd., which was acquired) and (ii) reported in the 2024 Property and Casualty Insurance Compensation Survey group consisting of 59 property and casualty insurance organizations, including Selective, with annual median direct written premiums of $4.4 billion and annual median revenues of $3.6 billion.

The CHCC reviewed compensation information from these two market reference sources in setting the NEOs’ total compensation (consisting of aggregate base salaries, ACIP payments, and LTIP awards) 15.9% below the combined benchmark median. The components comprising NEO total compensation for 2024 differed from market to varying degrees. Specifically, base salary was below the combined benchmark median by 4.0%. Driven by the challenging 2024 performance relative to annual financial and operational goals, ACIP awards were considerably lower for 2024 than for 2023 and were 33.6% below the combined benchmark median. The relative positioning of the combined base salary and ACIP awards resulted in annual total cash compensation that was 21.5% below the combined benchmark median. The grant date fair value of our 2024 LTIP awards was 2.6% below the combined benchmark median. The CHCC felt that each NEO’s compensation, on an absolute basis and in relation to market references, was appropriate considering their individual accomplishments and contributions, performance relative to 2024 financial, operational, and strategic goals, performance compared to projected industry performance, and our expense management. Mr. Harnett is excluded from this analysis given his prorated compensation in connection with his service as Interim Chief Financial Officer. Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024. As such, his compensation is included and reflects his 2024 base salary rate and his Make-Whole and Retention Awards (defined below).

2024 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

The table below shows the percentages of compensation for 2024 for the CEO and the other NEOs that are fixed compensation (i.e., base salary) versus variable compensation (i.e., ACIP and LTIP), and short-term incentive compensation (i.e., ACIP) versus long-term incentive compensation (i.e., LTIP).

As indicated in the table below, the 2024 compensation allocation aligns closely with our compensation philosophy, which is designed to motivate our NEOs to achieve short- and long-term corporate objectives consistent with our stockholders’ economic interests. We strive to balance pay incentive elements and performance time horizons.

⁽¹⁾ Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024.

⁽²⁾ Mr. Harnett ceased serving as Interim Chief Financial Officer on October 1, 2024, and continues to serve as Senior Vice President and Chief Accounting Officer.

⁽³⁾ Reflects Mr. Brennan’s $500,000 Make-Whole ACIP Payment (defined below), and $220,000 Cash Make-Whole and Retention Award (defined below).

⁽⁴⁾ Mr. Brennan did not participate in the LTIP in 2024; however, his employment agreement provided for the Equity Make-Whole and Retention Award (defined below).

The chart below reflects the allocation of 2024 compensation among LTIP, ACIP, and base salary for the CEO and the average for all other NEOs:

* Average percentages include Mr. Mr. Brennan’s Make-Whole ACIP Payment and Make-Whole and Retention Awards.

Base Salary

Our base salary compensation is intended to provide stable, competitive compensation while considering each NEO’s scope of responsibility, relevant background, training, and experience. In setting base salaries, the CHCC considers competitive market data for positions with comparable job content and overall market demand for each position. The CHCC generally believes base salaries should align with market trends for NEOs with similar responsibilities at comparable companies. When establishing the base salaries of our NEOs, the CHCC also considers:

Based on these considerations and their individual accomplishments and contributions as described below in the section entitled, “2024 Compensation Actions for the CEO and other NEOs,” the CHCC increased the base salary rates of the following NEOs in early 2024 during our regular salary review process: Mr. Marchioni, 5.0%; Mr. Harnett, 86.9%; Mr. Eppers, 10.3%; Ms. Hall 4.7%; and Mr. Lanza, 1.4%. Mr. Harnett’s salary increase reflects the additional compensation associated with his appointment as Interim Chief Financial Officer. Mr. Eppers’ merit increase was in recognition of the strong investment segment performance under his leadership. The CHCC approved a base salary of $650,000 for Mr. Brennan in connection with his appointment as Chief Financial Officer, taking into consideration his prior experience and expected duties.

Annual Cash Incentive Program

Our ACIP is intended to link a meaningful portion of annual cash compensation to one or more pre-established annual short-term strategic and financial organizational performance goals. For 2024, all NEOs were eligible to participate in the ACIP; however, as discussed below, Mr. Brennan received the Make-Whole ACIP Payment for the 2024 performance year. Additionally, as described below, the ACIP calculation for Mr. Eppers, our Chief Investment Officer, is determined under an Investment Department ACIP framework that focuses primarily on investment-related criteria. ACIP awards are granted under the Selective Insurance Group, Inc. Cash Incentive Plan, As Amended and Restated as of May 1, 2014 (the “Cash Incentive Plan”).

2024 Corporate ACIP Measures

Our Corporate ACIP Measures (defined below) are established to encourage our NEOs to remain focused on particular financial and strategic objectives, even in the face of challenging circumstances in the performance year. The CHCC considers the level of achievement of the Corporate ACIP Measures when determining the ACIP payments to our NEOs. The CHCC has authority to adjust payouts as it deems appropriate in its discretion.

The Corporate ACIP plan has two components, financial and strategic (together, the “Corporate ACIP Measures”). The financial component is tied to Selective’s GAAP combined ratio for the performance year. The 50% target was set to a 95% combined ratio. The financial component pays 0% at a combined ratio over 100% and has a maximum 120% payout for a combined ratio of 88% or less. The strategic component opportunity ranges between 0% and 50% based on the achievement of the target of 13 specific measures tied to our strategic business framework, with a potential for an additional 5% if certain targets are exceeded.

The table below shows total potential Corporate ACIP payouts for NEOs at various combined ratio percentages, assuming all 13 strategic measures were fully met:

⁽¹⁾ Straight line interpolation applies to performance between designated goals.

⁽²⁾ Reflects total opportunity based on degree of achievement of performance objectives not including the additional 5-point potential upside for exceeding commercial lines pure rate target on standard renewal business.

2024 Corporate ACIP Measure Results

The 2024 Corporate ACIP Measure results were based on our achievement of the financial metric of overall GAAP combined ratio and the strategic measures, as described in greater detail below.

Financial Performance Results

For 2024, our overall GAAP combined ratio was 103.0%, resulting in zero funding points for the financial performance component of the Corporate ACIP Measures.

Strategic Measures Performance Results

The table below reflects that we fully achieved 12 of the 13 2024 ACIP strategic measures for corporate functions (including exceeding one of the strategic measures described below), resulting in the strategic measures performance component of the Corporate ACIP Measures being funded at 50.0 points.

* Reflects additional five-point potential for exceeding commercial lines pure rate target on standard renewal business.

2024 Corporate ACIP Measure Results

For 2024, our combined Corporate ACIP Measures resulted in a total funding opportunity for Messrs. Marchioni, Harnett, and Lanza and Ms. Hall of zero points from the financial measure and 50 points from the strategic measures.

2024 Investment Department ACIP Measures

The Investment Department ACIP has three main components: corporate financial, investment financial, and investment strategic. The Investment Department ACIP corporate financial measure is the same financial measure as the Corporate ACIP, namely the GAAP combined ratio, and constitutes 25% of the calculation. The investment financial component constitutes 37.5% of the calculation and consists of after-tax net investment income and total return measures. The remaining 37.5% of the calculation consists of strategic initiatives significant for the success of the Investment Department’s results.

Corporate Financial Performance Results

As noted above under the 2024 Corporate ACIP Measure Results, this measure was not achieved and generated zero points.

Investment Financial Measure Performance Results

The table below reflects that all 2024 Investment Department ACIP financial measures were achieved (including exceeding four of the financial measures described below), resulting in 42.8 points.

Investment Strategic Measures Performance

The table below reflects that all strategic measures of the 2024 Investment Department ACIP were achieved (including exceeding three of the strategic measures described below), resulting in 44.3 points.

2024 Investment Department ACIP Measure Results

The 2024 Investment Department ACIP financial and strategic measures resulted in a total funding opportunity for Mr. Eppers of zero points for the Corporate ACIP financial measure, 42.8 points for the Investment Department ACIP financial measures, and 44.3 points for the Investment Department ACIP strategic measures, for a combined total performance factor of 87.1 points.

2024 ACIP Payment Opportunities Awards for NEOs

The 2024 ACIP payment opportunities for the NEOs were based on competitive market levels and set as a percentage of each NEO’s annual base salary. The following table lists each NEO’s (i) 2024 minimum and maximum ACIP opportunities as a percentage of base salary rate, (ii) actual 2024 ACIP payment as a percentage of base salary rate, (iii) actual 2024 payment amount, and (iv) the percentage change in ACIP amount paid from 2023 to 2024:

⁽¹⁾ Except with respect to Mr. Brennan, the CHCC established the NEOs’ ACIP opportunity ranges (as percentage of base salary rate) in January 2024, and the position ranges did not change from 2023. This equates to maximum potential payment amounts of $3,675,000 for Mr. Marchioni; $1,601,713 for Mr. Harnett; $675,000 for Mr. Eppers; $840,000 for Ms. Hall; and $892,500 for Mr. Lanza. Mr. Harnett’s ACIP opportunity range reflects his service as Interim Chief Financial Officer and transition period per his employment agreement.

⁽²⁾ Under the terms of his employment agreement, Mr. Brennan received, a $500,000 Make-Whole ACIP Payment for the 2024 performance year.

⁽³⁾ Mr. Brennan only received three months of base salary in 2024; however, for consistency with the presentation of the other NEOs, the percentage shown is based on his annualized base salary rate.

ELEMENTS OF LONG-TERM COMPENSATION

Design Elements

Our long-term incentive opportunities are intended to reward our NEOs and encourage their long-term retention. By aligning financial rewards with our stockholders’ economic interests, our NEOs are motivated to achieve our long-term strategic objectives and increase stockholder value. We use both cash and non-cash elements under our LTIP to deliver long-term compensation.

LTIP awards are typically granted in overlapping three-year cycles and are allocated between performance-based restricted stock units and performance-based cash incentive units. By granting performance-based restricted stock units and performance-based cash incentive units with three-year performance periods, we seek to align our NEOs’ economic interests with those of our stockholders and further support retention.

LTIP Award Grants

⁽¹⁾ Statutory operating return on policyholder surplus is a profitability measurement calculated by dividing statutory operating income by the average policyholder surplus during the performance period.

In determining the amount of LTIP awards granted to the NEOs in 2024 (except for Mr. Brennan), the CHCC considered several factors, including: (i) each NEO’s performance during the previous year, including the achievement of departmental goals and other projects and endeavors accomplished throughout the year; (ii) each NEO’s total compensation in comparison to our Proxy Peer Group and Property and Casualty Insurance Compensation Survey data; and (iii) our desire for long-term retention of high-performing executives.

Performance-Based Restricted Stock Units

Approximately 75% of the total grant date fair value of each NEO’s LTIP award made in 2024 (except for Mr. Brennan) consisted of performance-based restricted stock units granted under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan (the “Omnibus Stock Plan”), subject to the following conditions:

Dividend equivalent units (“DEUs”) are credited on performance-based restricted stock units at the same time and same dividend rate paid to all Selective stockholders. Payments of DEUs, which are payable in shares of Selective common stock, remain subject to the same vesting conditions and performance measures as the underlying restricted stock units. DEUs are not paid unless and until the related restricted stock units vest. Using performance-based restricted stock units aligns this component of our NEOs’ compensation with overall corporate performance and stockholder interests.

Performance-Based Cash Incentive Units

The remaining approximate 25% of the total grant date fair value of each NEO’s LTIP award granted in 2024 (except for Mr. Brennan) consisted of performance-based cash incentive units granted under the Cash Incentive Plan, subject to, the following terms: