UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
Filed
by the Registrant x
Filed by a Party other than the Registrant ¨
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Preliminary proxy statement
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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 the appropriate box):
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Date Filed:
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March 25, 2020
NOTICE
OF 2020 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
Wednesday, April 29, 2020
The
2020 Annual Meeting of Stockholders of Selective Insurance Group, Inc. (“Selective”) will be held on Wednesday,
April 29, 2020, at 9:00 AM Eastern Time in the auditorium at Selective’s principal offices located at, and having the
mailing address of, 40 Wantage Avenue, Branchville, New Jersey 07890.
At the meeting, we will ask stockholders to:
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Elect 13 directors named in the attached Proxy Statement for a one-year term expiring in 2021;
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Approve, on an advisory basis, the 2019 compensation of Selective’s named executive officers; and
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Ratify the appointment of KPMG LLP as Selective’s independent registered public accounting firm for the fiscal year ending
December 31, 2020.
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We plan a brief business meeting focused on these items, and
we will attend to any other business properly brought before the meeting and at any adjournments or postponements of the meeting.
After the meeting, we will offer time for your comments and questions. Enclosed for your review in anticipation of the meeting
is Selective’s 2019 Annual Report to Stockholders.
The Board of Directors recommends that you vote: (i) “FOR”
all of the director nominees in Proposal 1; and (ii) “FOR” Proposals 2 and 3. These proposals are further described
in the Proxy Statement.
Selective stockholders of record at the close of business on
Friday, March 6, 2020, are entitled to notice of, and the right to vote at, the meeting and any adjournment or postponement
of it. A quorum is a majority of outstanding shares in attendance or represented by proxy. 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 THE TIME IT IS VOTED AT THE 2020 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
President and Chief Executive Officer
By Order of the Board of Directors:
Robyn P. Turner
Corporate Secretary
Table
of Contents
PROXY
STATEMENT
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 29, 2020
GENERAL
INFORMATION ABOUT SELECTIVE’S ANNUAL MEETING
WHEN AND WHERE IS THE ANNUAL MEETING?
The 2020 Annual Meeting of Stockholders (the “Annual Meeting”)
of Selective Insurance Group, Inc. (“Selective” or “we”) will be held on Wednesday, April 29,
2020, at 9:00 AM Eastern Time in the auditorium at Selective’s principal offices at 40 Wantage Avenue, Branchville, New Jersey
07890. Directions to the Annual Meeting are on the back of this Proxy Statement. Our telephone number is (973) 948-3000.
WHEN IS THIS PROXY STATEMENT BEING MAILED?
This Proxy Statement and proxy card are first being mailed or
given to Selective stockholders on March 25, 2020.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Anyone who owned Selective common stock as of the close of business
on March 6, 2020, is entitled to one vote per share owned. There were 59,707,545 shares outstanding at the close of business
on that date.
WHO IS SOLICITING MY PROXY TO VOTE MY SHARES AND WHEN?
Selective’s Board of Directors (“Board of Directors”
or the “Board”) is soliciting your proxy, meaning your authorization for our named proxies, Terrence W. Cavanaugh and
H. Elizabeth Mitchell, to vote your shares.
Unless revoked by you, your proxy will be effective for the
Annual Meeting and for any adjournments or postponements of that meeting.
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 through the mail, but they also may be solicited in person, in writing, by telephone, e-mail,
or facsimile, or otherwise by Selective directors or officers, or employees of a Selective subsidiary, who will receive no additional
compensation. Selective has engaged Innisfree M&A Incorporated, a proxy solicitation firm (“Innisfree”), to assist
in the solicitation of proxies and the distribution of proxy materials. Innisfree will provide such services for an estimated fee
of approximately $15,000, plus expenses. Selective will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries
for reasonable expenses incurred by them 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
29,853,774 shares of Selective common stock (a majority of the issued and outstanding shares entitled to vote), constituting a
quorum, must be in attendance or represented by proxy. Our common stock is our only class of voting securities.
PROPOSALS
FOR STOCKHOLDER VOTE AND APPROVAL REQUIREMENTS
Management is presenting three proposals for a stockholder vote.
PROPOSAL 1. ELECTION
OF DIRECTORS
THE BOARD IS SUBJECT TO ANNUAL ELECTION BY THE STOCKHOLDERS.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING 13 NOMINATED DIRECTORS FOR A TERM OF ONE YEAR:
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JOHN C. BURVILLE
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GREGORY E. MURPHY
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TERRENCE W. CAVANAUGH
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CYNTHIA S. NICHOLSON
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ROBERT KELLY DOHERTY
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WILLIAM M. RUE
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JOHN J. MARCHIONI
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JOHN S. SCHEID
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THOMAS A. MCCARTHY
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J. BRIAN THEBAULT
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H. ELIZABETH MITCHELL
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PHILIP H. URBAN
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MICHAEL J. MORRISSEY
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You can find information about these nominees, Selective’s
Board of Directors, 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:
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Vote “FOR” all of the nominees;
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Vote “AGAINST” all of the nominees;
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Vote “FOR” or “AGAINST” specific nominees; or
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Abstain from voting from all or specific nominees.
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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. 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 his or her resignation from the
Board of Directors 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 of Directors whether it should accept the resignation; and (ii) the
Board of Directors must decide whether to accept the resignation and disclose its decision-making process.
Stockholders may not cumulate their votes. Abstentions and broker
non-votes (shares held in “street name” by a broker, bank, or other nominee that does not have authority, either express
or discretionary, to vote on a non-routine matter, such as Proposals 1 and 2) will not be taken into account in determining the
outcome of the vote, consistent with New Jersey law and the proxy rules of the United States Securities and Exchange Commission
(“SEC”).
PROPOSAL 2. APPROVAL, ON
AN ADVISORY BASIS, OF THE 2019 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2019 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:
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Vote “AGAINST” Proposal 2; or
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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 whether the proposal has received the requisite number of affirmative votes, consistent with New Jersey
law and the SEC’s proxy rules.
PROPOSAL 3. RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2020.
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:
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Vote “AGAINST” Proposal 3; or
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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
whether the proposal has received the requisite number of affirmative votes, consistent with New Jersey law and the SEC’s
proxy rules. Proposal 3 is considered a “routine” matter on which brokers may cast a vote.
OTHER
MATTERS TO COME BEFORE THE ANNUAL MEETING
The Board of Directors 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 according to their best judgment to the extent permitted by applicable
law and NASDAQ Stock Market (“NASDAQ”) and SEC rules and regulations.
The Chairman of the Annual Meeting may refuse to allow
the presentation of a proposal or nominee for the Board of Directors if the proposal or nominee is not properly submitted. The
requirements for submitting proposals and nominations for this year’s Annual Meeting are detailed in Selective’s By-Laws.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This Proxy Statement contains forward-looking statements within
the meaning of federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,”
“project,” “believe,” “plan,” “may,” “estimate,” “intend,”
and other similar words. These forward-looking statements are based on our beliefs, assumptions, and estimates using information
available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual
results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent
Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q we have filed or will file with
the SEC hereafter under the headings “Risk Factors” and “Forward-Looking Statements.”
You are cautioned not to place undue reliance 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 contained in this document.
VOTING
AND PROXY PROCEDURE
HOW DO I VOTE?
You can vote four ways:
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BY MAIL (PROXY CARD MUST BE RECEIVED BEFORE THE ANNUAL MEETING):
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Mark your voting instructions on your proxy card;
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Sign your name exactly as it appears on your proxy card;
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Date your proxy card; and
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Mail your proxy card to us in the provided postage-paid envelope.
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Timing is important, so please mail your proxy card
promptly. We must receive it before the beginning 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, and FOR Proposals 2 and 3. If
any other matters requiring a vote arise during the meeting, the named proxies will exercise their discretion using their best
judgment to the extent permitted by applicable law and NASDAQ and SEC rules and regulations.
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BY TELEPHONE (MAY BE DONE AT ANY TIME UNTIL TUESDAY, APRIL 28, 2020 AT 11:59 PM EASTERN TIME):
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Call the toll-free number on your proxy card; and
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Follow the instructions on your proxy card and the voice prompts.
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IF YOU VOTE BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
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BY INTERNET (MAY BE DONE AT ANY TIME UNTIL TUESDAY, APRIL 28, 2020 AT 11:59 PM EASTERN TIME):
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Go to the website listed on your proxy card; and
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Follow the instructions on your proxy card and the website.
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IF YOU VOTE BY INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
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IN PERSON (MAY ONLY BE DONE ON WEDNESDAY, APRIL 29, 2020, AT THE ANNUAL MEETING):
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Attend the Annual Meeting, or send a personal representative with an appropriate proxy, to vote.
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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:
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Writing to Selective’s Corporate Secretary, Robyn P. Turner, at 40 Wantage Avenue, Branchville, New Jersey 07890 (such
revocation must be received prior to the Annual Meeting);
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Submitting a new vote by telephone, via the Internet, or by returning a properly executed new proxy card bearing a later date.
Any subsequent timely and valid vote by any voting method will change your prior vote. For example, if you voted by telephone,
a subsequent Internet vote will change your vote. The vote counted will be the last vote received before 11:59 PM Eastern Time
on Tuesday, April 28, 2020 – unless you change your vote by voting in person at the Annual Meeting; and
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Voting in person at the Annual Meeting.
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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 and FOR 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 law and NASDAQ
and SEC 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”), you should have received access
to these proxy materials from your bank, broker, or other nominee by mail or e-mail with information on how to submit your voting
instructions. Unless you provide voting instructions to your bank, broker, or other nominee, your shares will not be voted on the
election of directors (Proposal 1); and the advisory (non-binding) vote on the 2019 compensation of Selective’s named executive
officers (Proposal 2). In contrast, brokers may, at their discretion, vote uninstructed shares on the ratification of the appointment
of our independent registered public accounting firm (Proposal 3), which is a “routine” proposal. Broker non-votes
count toward a quorum, but otherwise do not affect the outcome of any proposal.
HOW WILL VOTES BE COUNTED?
The inspectors of election appointed for the Annual Meeting
by the Board of Directors 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 for determining whether there is a quorum.
Approval of Proposals 1, 2, and 3 requires the affirmative vote
of a majority of votes cast at the Annual Meeting. For Proposal 1, abstentions and broker non-votes will not be considered in determining
whether director nominees have received more “for” votes than “against” votes. Abstentions and broker non-votes
do not affect Proposal 2. Abstentions do not affect Proposal 3.
IMPORTANT
NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, april 29, 2020
This Proxy Statement and our 2019 Annual
Report to Stockholders 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 of Directors currently has 14 members, 13 of whom
are standing for re-election at the Annual Meeting, as Ronald L. O’Kelley will be retiring at the time of the Annual Meeting.
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 of Directors may set the number of directors within this range at any time.
Process for Review and Nomination of Director Candidates
The Corporate Governance and Nominating Committee is responsible
for the review and nomination of candidates to the Board of Directors. 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:
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Directors and management;
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Third-party search firms that the Corporate Governance and Nominating Committee may engage from time to time for a fee to identify
and assess candidates; and
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Any stockholder proposing one or more Board candidates must
submit in writing all applicable information required by Regulation 14A under the Securities Exchange Act of 1934, as amended (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 those recommended by stockholders, based on, among other things, the following standards:
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Personal and professional ethics, integrity, character, and values;
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Professional and personal experience;
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Independence and avoidance or limitation of potential or actual conflicts of interest;
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Dedication and commitment to representing the long-term interests of Selective and its stockholders;
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Willingness to dedicate and devote sufficient time to Board duties and activities;
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Other appropriate and relevant factors, including the qualifications and skills of the current members of the Board; and
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Although Selective does not have a formal Board diversity policy,
our Corporate Governance Guidelines provide that the composition of the Board should encompass a broad range of skills, expertise,
industry knowledge, and diversity of opinion. Accordingly, diversity of thought, experience, gender, race, and ethnic background
are considered greatly in the director evaluation process.
Director Nominees
No family relationships exist among any of Selective’s
current directors, executive officers, and persons nominated by Selective to become a director.
The Board ratified the Corporate Governance and Nominating Committee’s
nomination of the 13 director nominees listed below to stand for election at the Annual Meeting for terms expiring at the 2021
Annual Meeting or until a successor has been duly elected and qualified. Ronald L. O’Kelley will be retiring at the Annual
Meeting. The Board thanks Mr. O’Kelley for his service.
All 13 director nominees have consented to be named in this
Proxy Statement and to serve if elected. The Board does not know any reason why any 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 nominee. If the Board designates a substitute nominee, proxies that would have been cast for the original
nominee will be cast for the substitute nominee unless contrary instructions are given.
NOMINEES OF THE BOARD OF DIRECTORS
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Name, Age, Position
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Background Information
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John
C. Burville, 72
Independent Director
Director since 2006
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§ Retired.
§ Insurance
Consultant to the Bermuda Government, 2003 to 2007.
§ Chief
Actuary and Senior Rating Agency Manager of ACE Limited, 1992 to 2003.
§ Member,
Bermuda Insurance Advisory Committee, 1985 to 2003.
§ Fellow
of the Institute of Actuaries.
§ Member,
American Academy of Actuaries.
§ Leicester
University, United Kingdom (B.Sc. and Ph.D.).
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Discussion of individual experience, qualifications, attributes, and skills.
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Mr. Burville has extensive insurance industry knowledge and served as chief actuary of one of the world’s largest property and casualty insurance companies. He is knowledgeable about both life and property and casualty actuarial techniques and reserving.
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Terrence
W. Cavanaugh, 66
Independent Director
Director since 2018
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§ 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, 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.
§ 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).
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Discussion of individual experience, qualifications, attributes, and skills
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Mr. Cavanaugh has more than 40 years of insurance expertise, including serving for eight years as 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.
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NOMINEES OF THE BOARD OF DIRECTORS
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Name, Age, Position
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Background Information
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Robert
Kelly Doherty, 61
Independent Director
Director since 2015
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§ Managing
Partner and Founder, Caymen Advisors and Caymen Partners, since 1999.
§ Vice
Chairman, Bankers Trust Company and Bankers Trust New York Corporation, 1997 to 1998; various positions in
global trading and investment operations, 1982 to 1997.
§ Director,
Harding Loevner Funds, Inc., since 2004; Lead Director since 2014.
§ Director,
Cyota, Inc., 2000 to 2005; Non-Executive Chairman, 2002 to 2005.
§ Princeton
University (B.A.).
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Discussion of individual experience, qualifications, attributes, and skills.
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Mr. Doherty has significant investment experience in both public and private companies. He plays a key advisory role in contributing to Selective’s investment strategies, particularly in the private equity sector, and is knowledgeable about fixed income products. Mr. Doherty also has significant senior management experience with a large financial services company and is familiar with the issues that Selective’s senior management faces.
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John
J. Marchioni, 50
Employee Director
Director since 2019
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§ President
and Chief Executive Officer, Selective, since February 2020.
§ President
and Chief Operating Officer, Selective, 2013 to January 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.
§ Director,
Commerce and Industry Association of New Jersey, since 2015.
§ Chartered
Property Casualty Underwriter (CPCU).
§ Princeton
University (B.A.).
§ Harvard
University (Advanced Management Program).
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Discussion of individual experience, qualifications, attributes, and skills
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Mr. Marchioni was appointed President and Chief Executive Officer of Selective effective February 2020, prior to which he served as our President and Chief Operating Officer since 2013. Mr. Marchioni has been an employee of Selective for 22 years and, as Selective’s President and Chief Executive Officer, he oversees all aspects of the company. Mr. Marchioni has exhibited strong leadership in guiding Selective’s management team in its execution of our strategic initiatives and possesses extensive knowledge of Selective and the property and casualty insurance industry. His demonstrated talents and abilities will continue to help position the company for its next phase of growth.
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NOMINEES OF THE BOARD OF DIRECTORS
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Name, Age, Position
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Background Information
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Thomas
A. McCarthy, 63
Independent Director
Director since 2018
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§ Executive
Vice President and Chief Financial Officer, Cigna Corporation (“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.
§ Trustee,
American University of Rome, since 2018.
§ Director,
Habitat for Humanity of Montgomery & Delaware Counties, since 2017.
§ Carnegie
Mellon University (M.B.A.).
§ Wharton
School of the University of Pennsylvania (B.S.).
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Discussion
of individual experience, qualifications, attributes, and skills
|
Mr. McCarthy
retired from Cigna in 2017 after more than 30 years with the company. While at Cigna, he was responsible for the
company’s strategy and corporate development functions, which included mergers and acquisitions and corporate risk management. Mr. McCarthy
also was treasurer and had responsibility for corporate finance, capital management, and treasury operations. Mr. McCarthy’s
Fortune 100 management experience and significant investment, finance, and operational knowledge aid Selective in implementing
its growth strategy.
|
H.
Elizabeth Mitchell, 58
Independent
Director
Director
since 2018
|
§ Retired.
§ President,
CEO and Director, Renaissance Reinsurance U.S. Inc., 2015 to 2016.
§ President,
Platinum Underwriters Reinsurance, Inc., 2005 to 2015; Chief Executive Officer, 2007 to 2015; Chief
Operating
Officer and Executive Vice President, 2004 to 2005; Executive Vice President, 2002 to 2004; Director,
2002 to
2015.
§ Executive
Vice President, St. Paul Reinsurance, Inc., 1998 to 2002; Senior Vice President, 1998; Vice President,
1993 to
1998.
§ Board
of Advisors, Hudson Structured Capital Management Ltd., since 2018.
§ Director,
StanCorp Financial Group, Inc., since 2017.
§ Board
of Overseers, St. John’s University School of Risk Management and Actuarial Science, 2007 to 2016.
§ Trustee,
The Institutes, 2010 to 2016.
§ Board
Member, Reinsurance Association of America, 2002 to 2007; 2014 to 2016.
§ Board
Member, Broker and Reinsurance Market Association, 2002 to 2016; Chair of the Board, 2007 to 2008;
Vice Chair,
2006 to 2007; Executive Committee, 2006 to 2010.
§ Fellow
of the Casualty Actuarial Society.
§ Member,
American Academy of Actuaries.
§ Member,
American Association of Professional Insurance Woman.
§ College
of the Holy Cross (B.A.).
|
Discussion of individual experience, qualifications, attributes, and skills
|
Ms. Mitchell is a well-respected insurance industry executive with a proven record of accomplishment leading an organization with sustained profitability. In addition to her extensive senior management experience in the property and casualty insurance and reinsurance industries, Ms. Mitchell is an actuary and very knowledgeable about risk, actuarial science, insurance operations, mergers and acquisitions, and operational reorganization matters.
|
NOMINEES OF THE BOARD OF DIRECTORS
|
Name, Age, Position
|
Background Information
|
Michael
J. Morrissey, 72
Independent Director
Director since 2008
|
§ President
and Chief Executive Officer, International Insurance Society, Inc., since 2009.
§ Senior
Advisor to the United Nations, since 2014.
§ Chairman
and Chief Executive Officer, Firemark Investments, 1983 to 2009.
§ Director,
CGA Group, Ltd., 1998 to 2009.
§ Member,
Board of Overseers, St. John’s University School of Risk Management, Insurance and Actuarial
Science, since
2012.
§ Steering
Committee Member, Insurance Development Forum, since 2016.
§ Member,
World Economic Forum Insurance & Asset Management Council.
§ Chartered
Financial Analyst.
§ Boston
College (B.A.).
§ Dartmouth
College (M.B.A.).
§ Harvard
University Graduate School of Business Administration (Corporate Financial Management Program).
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
Mr. Morrissey
has 47 years of insurance industry experience. He is the head of an international insurance research organization,
previously managed an investment firm specializing in insurance companies, and was president and chief investment officer
of an insurance company. Mr. Morrissey is very knowledgeable about the insurance industry, the investment
community, investor relations, and the analysis of strategic transactions.
|
Gregory
E. Murphy, 64
Executive
Chairman
Director
since 1997
|
§ Executive
Chairman, Selective, since February 2020.
§ Chairman
and Chief Executive Officer, Selective, 2013 to January 2020.
§ Chairman,
President and Chief Executive Officer, Selective, 2000 to 2013.
§ President
and Chief Executive Officer, Selective, 1999 to 2000.
§ President
and Chief Operating Officer, Selective, 1997 to 1999.
§ Other
senior executive, management, and operational positions, Selective, 1980 to 1997.
§ Certified
Public Accountant (New Jersey) (Inactive).
§ Director,
The American Property Casualty Insurance Association, since January 2019.
§ Director,
American Insurance Association, 2014 to January 2019.
§ Director,
Property and Casualty Insurers Association of America, 2008 to 2014.
§ Member,
Board of Overseers, St. John’s University School of Risk Management, Insurance and Actuarial
Science, since
2015.
§ Boston
College (B.S.).
§ Harvard
University (Advanced Management Program).
§ M.I.T.
Sloan School of Management.
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
Having previously served as Chief Executive Officer since 1999, and having worked at Selective for 40 years, Mr. Murphy possesses the greatest institutional knowledge of the Directors. We consider his service on the Board extremely valuable to informed business and strategic decision-making. He has broad experience and knowledge in the areas of reinsurance, insurance pricing, and industry fundamentals. Mr. Murphy has extensive contacts in the insurance industry and has served as a director of several important industry groups. He is very knowledgeable on financial and investment matters, as well as industry expertise.
|
NOMINEES OF THE BOARD OF DIRECTORS
|
Name, Age, Position
|
Background Information
|
Cynthia
S. Nicholson, 55
Independent
Director
Director
since 2009
|
§ Advisor,
Tangerine (formerly known as Feed Each Other/Forkcast), since 2018; Chief Marketing Officer,
2017 to 2018; Chief Operating Officer, 2015 to 2017.
§ Chief
Marketing Officer, Softcard®, 2013 to 2015.
§ Executive
Vice President and Chief Marketing Officer, Equinox Holdings, Inc., 2010 to 2012.
§ Advisor,
GamesThatGive, Inc., 2010 to 2011; Principal Strategist and Director, 2009 to 2010.
§ Senior
Vice President and Chief Marketing Officer, Pepsi-Cola North America, a division of PepsiCo, Inc., 2005
to 2008.
§ Director,
Heartland Consumer Products Investments Holdings, 2016 to December 2018.
§ Member
of Advisory Board, Lavit, LLC, since 2017.
§ Director,
Association of National Advertisers, 2006 to 2008.
§ University
of Illinois (B.S.).
§ Kelley
School of Business, Indiana University (M.B.A.).
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
Ms. Nicholson
is a marketing expert with over 30 years of experience in various industries. She served as chief marketing officer
at both Equinox Holdings, Inc. and Pepsi-Cola North America. Ms. Nicholson has extensive experience with
brand building, advertising, media buying, promotions, digital and social media, and direct marketing. Her strong
consumer marketing and branding experience is beneficial to our efforts to expand our brand with distribution partners, businesses,
and consumers in the property and casualty insurance markets.
|
William
M. Rue, 72
Non-Independent
Director
Director
since 1977
|
§ Chairman,
Rue Insurance, an insurance agency, since 2013; President and former Executive Vice President,
Rue Insurance, 1969 to 2013.
§ President,
Rue Financial Services, Inc., 2002 to 2012.
§ Director,
1st Constitution Bank, since 1989; Secretary of the Board, since 2005.
§ Director,
1st Constitution Bancorp (NASDAQ: FCCY), since 1999; Secretary of the Board, since 2005.
§ Director,
Robert Wood Johnson University Hospital at Hamilton, since 1994; Chairman, 2015 to April 2018.
§ Director,
Robert Wood Johnson University Hospital Foundation, 1999 to 2012.
§ Director,
Robert Wood Johnson Health Care Corp., 2011 to 2016.
§ Trustee,
Rider University, 1993 to 2012 and since 2013.
§ Member, Independent
Agents & Brokers Association.
§ Member,
Society of Chartered Property and Casualty Underwriters.
§ Member,
Professional Insurance Agents Association.
§ Member,
Management Committee, PL Services, LLC.
§ Certified
Insurance Counselor.
§ Associate
in Risk Management (ARM™).
§ Director
and President, The Rue Foundation, since 2004.
§ Rider
College (B.S.).
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
Mr. Rue
has been one of our independent agents for over 50 years and was the chief executive of his agency for 31 years. Because
we principally distribute our products through independent agents, it is extremely valuable to the Board to have the benefit
of his knowledge of property and casualty insurance products and services distribution, agency operations, and the competitive
market for informed business and strategic decisions.
|
NOMINEES OF THE BOARD OF DIRECTORS
|
Name, Age, Position
|
Background Information
|
John
S. Scheid, 64
Independent
Director
Director
since 2014
|
§ Owner
and sole member, Scheid Investment Group, LLC, since 2013.
§ Director,
Extraordinary Re Holdings LTD and Extraordinary Reinsurance Bermuda, since 2018.
§ Director,
Dynamis Software Corporation, 2014 to 2018.
§ Director,
Messmer Catholic Schools, since 2013; Chairman, since 2016.
§ Member,
Finance Council for the Archdiocese of Milwaukee, since 2016.
§ 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, since 2011.
§ 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.
§ Member,
Board of Governors, Junior Achievement Worldwide, 2004 to 2019; Audit Committee Chair, 2004 to
2019.
§ Certified
Public Accountant (Wisconsin).
§ University
of Notre Dame (B.B.A.).
|
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, corporate transactions, and strategic leadership.
|
J.
Brian Thebault, 68
Lead
Independent Director
(since 2017)
Director
since 1996
|
§ Partner,
Thebault Associates, since 1987.
§ Chairman,
Earth-Thebault, 2007 to 2009.
§ Chairman
and Chief Executive Officer, L.P. Thebault Company, 1998 to 2007; President and Chief Executive
Officer, 1984
to 1998.
§ Director,
Curex Group Holdings LLC, since 2010.
§ Trustee,
The Peck School, 1994 to 2010.
§ Trustee,
The Delbarton School, 1990 to 2007.
§ University
of Southern California (B.S.).
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
For
most of his career, Mr. Thebault has run closely-held businesses, which is the ownership structure of many of our commercial
customers. Through his career in the printing industry, he has a strong background in sales, marketing, finance
matters, and business strategy.
|
Philip
H. Urban, 67
Independent
Director
Director
since 2014
|
§ President
and Chief Executive Officer, Grange Insurance, 1999 to 2010.
§ President,
Personal Lines, Guaranty National Insurance Company, 1996 to 1999.
§ Senior
Vice President, Great American Insurance Company, 1990 to 1996.
§ Chairman, Integrity
Insurance, 2002 to 2010.
§ Chairman,
The Grange Bank, 1999 to 2007.
§ Director,
The Jeffrey Company, since 2005.
§ Miami
University of Ohio (B.A.).
§ Ohio
State University (M.B.A.).
|
Discussion
of individual experience, qualifications, attributes, and skills.
|
Mr. Urban
has a wealth of property and casualty insurance experience, both as a senior executive and as a board member. He
has first-hand knowledge of the independent agent distribution channel, geographic market expansion, and insurance products
and technology, which he uses to help contribute to Selective’s strategic direction.
|
Board Recommendation
THE BOARD OF DIRECTORS 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 of Directors
The following table shows as of February 18, 2020:
|
§
|
The number of shares of Selective common stock beneficially owned by each director, the Chief Executive Officer (the “CEO”),
and the other named executive officers, as described in our Compensation Discussion and Analysis in this Proxy Statement; and
|
|
§
|
The number of shares of Selective common stock beneficially owned by our directors and executive officers as a group.
|
|
Number of Shares
|
|
Name of Beneficial Owner
|
Common Stock
|
Options Exercisable
Within 60 Days of
February 18, 2020
|
Total Shares
Beneficially
Owned(1)
|
Percent
of Class
|
Burville, John C.
|
78,226
|
0
|
78,226
|
*
|
Cavanaugh, Terrence W.
|
4,339
|
0
|
4,339
|
*
|
Doherty, Robert Kelly
|
19,327
|
0
|
19,327
|
*
|
Lanza, Michael H.
|
30,364
|
0
|
30,364
|
*
|
Marchioni, John J.
|
146,146
|
0
|
146,146
|
*
|
McCarthy, Thomas A.
|
5,078
|
0
|
5,078
|
*
|
Mitchell, H. Elizabeth
|
3,645
|
0
|
3,645
|
*
|
Morrissey, Michael J.
|
19,075
|
0
|
19,075
|
*
|
Murphy, Gregory E.
|
287,769
|
0
|
287,769
|
*
|
Nicholson, Cynthia S.
|
19,869
|
0
|
19,869
|
*
|
O’Kelley, Ronald L.
|
70,624
|
7,953
|
78,577
|
*
|
Rue, William M.
|
378,070(2)
|
0
|
378,070
|
1%
|
Scheid, John S.
|
17,771
|
0
|
17,771
|
*
|
Thebault, J. Brian
|
62,506
|
0
|
62,506
|
*
|
Urban, Philip H.
|
17,413
|
0
|
17,413
|
*
|
Wilcox, Mark A.
|
29,966
|
0
|
29,966
|
*
|
All directors and executive officers, as a group (16 persons)
|
1,140,549
|
7,953
|
1,148,502
|
2%
|
* 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)
|
Includes: (i) 44,412 shares held by Chas. E. Rue & Son, Inc. t/a Rue Insurance (“Rue Insurance”),
an independent insurance agency of which Mr. Rue is Chairman and owner of more than a 10% equity interest (see the section
entitled, “Transactions with Related Persons” of this Proxy Statement for more information); and (ii) 5,226 shares
held by Mr. Rue’s wife.
|
Security Ownership of Certain Beneficial Owners
The following table lists the only persons or groups Selective
knows to be the beneficial owners of more than 5% of any class of Selective’s voting securities as of December 31, 2019,
based on Schedules 13G/A filed by the beneficial owners on February 4, 2020 and February 12, 2020, respectively, with
the SEC.
Title of Class
|
Name and Address
of Beneficial Owner
|
Amount and Nature
of Beneficial
Ownership
|
Percent of Class
|
Common Stock
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
6,922,662 shares
of common stock(1)
|
11.7%
|
Common Stock
|
The Vanguard Group,Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
5,560,516 shares
of common stock(2)
|
9.37%
|
|
(1)
|
BlackRock, Inc. (“BlackRock”) filed an amended Schedule 13G with the SEC on February 4, 2020 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 it has sole voting power with respect to 6,793,135 shares, shared voting power with respect to 0 shares, sole dispositive
power with respect to 6,922,662 shares, and shared dispositive power with respect to 0 shares.
|
|
(2)
|
Vanguard Group, Inc. (“Vanguard”) filed an amended Schedule 13G with the SEC on February 12, 2020 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 it beneficially owns an aggregate of 5,560,516 shares and that it has sole voting power with respect to 87,180 shares, shared
voting power with respect to 9,232 shares, sole dispositive power with respect to 5,471,752 shares, and shared dispositive power
with respect to 88,764 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 of Directors.
EXECUTIVE OFFICERS
|
Name, Age, Position
|
Background Information
|
Gregory
E. Murphy, 64
Executive Chairman
|
§
For information regarding Mr. Murphy, please see the section entitled, “Information about Proposal 1 –
Director
Nominees” of this Proxy Statement.
|
John
J. Marchioni, 50
President and Chief Executive Officer
|
§
For information regarding Mr. Marchioni, please see the section entitled, “Information about Proposal 1 –
Director Nominees” of this Proxy Statement.
|
Mark
A. Wilcox, 52
Executive Vice President and Chief Financial Officer
|
§ Present
position since 2017.
§
Senior Vice President, Corporate Controller and Chief Accounting Officer of RenaissanceRe Holdings Ltd.,
2005 to
2016.
§ Vice
President and Internal Auditor, RenaissanceRe Holdings Ltd.,2003 to 2005.
§ Senior
Manager, Audit and Business Advisory Services – Insurance Practice, PricewaterhouseCoopers LLP,
2001 to 2003; various
positions, 1997 to 2001.
§ Certified
Public Accountant (Washington, D.C.).
§ Chartered
Financial Analyst.
§ University
of South Florida (B.S.).
§ Georgetown
University (M.B.A.).
§ Oxford
University, Graduate Summer Program in International Management.
|
EXECUTIVE OFFICERS
|
Name, Age, Position
|
Background Information
|
Michael
H. Lanza, 58
Executive Vice President, General Counsel, and Chief Compliance
Officer
|
§ Present
position since 2007.
§ Senior
Vice President and General Counsel, Selective, 2004 to 2007.
§ Trustee,
Newton Medical Center Foundation, since 2014.
§ 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.).
|
TRANSACTIONS
WITH RELATED PERSONS
Director William M. Rue is Chairman, and owns more than 10%
of the equity, of Rue Insurance, an independent insurance agency that has been appointed to do business on behalf of Selective’s
insurance subsidiaries since 1928. Mr. Rue has two children who are employed by Rue Insurance: a daughter; and a son, who
also serves as president of the agency and owns more than 10% of the equity of Rue Insurance. The appointment of Rue Insurance
as an independent agent was made on similar terms and conditions as other agents of Selective’s insurance subsidiaries and
includes the right to: (i) receive commissions for policies placed; and (ii) participate in the Amended and Restated
Selective Insurance Group, Inc. Stock Purchase Plan for Independent Insurance Agencies (2010), Amended and Restated as of
February 1, 2017.
In 2019, Rue Insurance placed insurance policies for its customers
and itself with Selective’s insurance subsidiaries and earned $2.0 million of commissions on direct premiums written of $11.0
million. Selective expects the relationship with Rue Insurance will continue in 2020. All contracts and transactions with Rue Insurance
were consummated in the ordinary course of business on an arm’s-length basis. For additional information regarding
Mr. Rue, see the section entitled, “Information about Proposal 1 – Director Nominees” of this Proxy Statement.
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 made $1.3 million in charitable contributions to the Foundation in 2019.
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 February 4, 2020, BlackRock filed a Schedule 13G/A reporting beneficial ownership as of
December 31, 2019, of 11.7% of our 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 $2.2 million in 2019. Amounts
payable for such services at December 31, 2019 were $1.1 million.
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,
2019. During 2019, with regard to BlackRock funds, we (i) purchased $21.7 million, (ii) sold $59.5 million, (iii) recognized
a $5.7 million net realized and unrealized gain, and (iv) recorded $0.8 million in income. There were no amounts payable on
the settlement of these investment transactions at December 31, 2019.
Our pension plan’s investment portfolio contained investments
in BlackRock funds of $144.2 million at December 31, 2019. During 2019, with regard to BlackRock funds, our pension plan (i) purchased
$19.7 million, (ii) sold $44.1 million, and (iii) recorded net investment income of $36.7 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.
As of December 31, 2019, the Vanguard Group ("Vanguard")
held 9.4% of our common stock. Vanguard, one of the world’s largest investment management companies, offers low cost mutual
funds and exchange-traded funds (“ETFs”), as well as other investment related services. On February 12, 2020,
Vanguard filed a Schedule 13G/A reporting beneficial ownership as of December 31, 2019, of 9.37% of our common stock. On January 10,
2019, Vanguard filed a Schedule 13G/A reporting beneficial ownership as of December 31, 2018, of 10.1% of our 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. As of December 31, 2019, we had no investments in Vanguard funds. During 2019,
we sold $11.8 million of a Vanguard exchange-traded fund (“ETF”), recorded dividend income of $0.2 million, and recorded
capital gains of $1.3 million from such ETF, with no amounts receivable on the settlement of this transaction at December 31,
2019.
Our pension plan’s investment portfolio contained no investments
in Vanguard funds at December 31, 2019, and had no transactions with Vanguard in 2019. In addition, our deferred compensation
plan and defined contribution plan may offer our employees the option to invest in various Vanguard funds, or investments based
on the notional value of Vanguard funds. All transactions with Vanguard are consummated in the ordinary course of business on an
arm’s-length basis.
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 such
person; (ii) a beneficial owner of more than 5% of Selective’s common stock or an immediate family member of 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 has a 5% or
greater beneficial ownership interest in Selective’s common stock.
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 to 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 his or her immediate family members is the Related Person. The Audit Committee only approves those Related Person Transactions
that it considers are in, or not inconsistent with, the best interests of Selective and its stockholders.
Director Independence
Our securities are listed on the NASDAQ Global Select Market
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, that person does not have a relationship
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of
Directors has determined that all directors and director nominees are independent under
NASDAQ and SEC rules and regulations
– other than Messrs. Marchioni, Murphy, and Rue1. In making its determination, the Board considered disclosures
made by the directors related to various transactions, relationships, or arrangements involving Selective. Disclosures by the following
four directors required analysis:
John
C. Burville: In determining that Mr. Burville is an independent director, the Board considered that Mr. Burville’s
daughter is an analyst for AXA XL Bermuda (“AXA”), an organization with which our insurance subsidiaries have a commercial
relationship. However, the Board determined that the commercial relationship is not material principally because: (i) the
payments were approximately 0.003% of the consolidated gross revenues of AXA; and (ii) neither Mr. Burville nor his daughter
have any involvement with these transactions. Accordingly, the Board determined that this arrangement does not affect Mr. Burville’s
independence.
Terrence
W. Cavanaugh: In determining that Mr. Cavanaugh is an independent director, the Board considered that Mr. Cavanaugh’s
son is employed as Director, Corporate Risk and Broking of Willis Towers Watson (“WTW”), an organization with which
our insurance subsidiaries and employee benefit plans have commercial relationships, although we have not engaged the services
of the division for which Mr. Cavanaugh’s son works.
Additionally, Mr. Cavanaugh’s daughter is employed
by Hyatt Hotels Corporation as an Event Planning Manager. We have commercial relationships with various Hyatt branded entities.
However, the Board has determined that these commercial relationships are not material principally because: (i) the payments
made were approximately 0.021% of the consolidated gross revenues of WTW and 0.004% of the consolidated gross revenues of Hyatt;
and (ii) neither Mr. Cavanaugh’s son nor daughter had any involvement with the transactions with WTW and Hyatt.
As: (i) neither Mr. Cavanaugh nor his son or daughter
have any involvement in the above transactions; (ii) nearly the entire scope of our relationships with WTW and Hyatt pre-dates
the commencement of Mr. Cavanaugh’s service on our Board; and (iii) the amount of revenue generated for WTW and
Hyatt through these arrangements is not material to WTW or Hyatt, the Board determined these arrangements do not affect Mr. Cavanaugh’s
independence.
H.
Elizabeth Mitchell: In determining that Ms. Mitchell is an independent director, the Board considered that
Ms. Mitchell’s spouse, Marvin Pestcoe, joined the Board of Directors of Hamilton Insurance Group, Ltd.
(“HIG”) effective February 14, 2020. In 2019, our insurance subsidiaries ceded approximately $208,000 in
premium to Hamilton Re, Ltd. (“Hamilton Re,” and together with HIG, the “Hamilton Group”), a
subsidiary of HIG, in relation to Hamilton Re’s 0.25% participation on our main layers of our property catastrophe
(“CAT”) program. This represents 0.036% of the gross premiums written of the Hamilton Group in 2018 (2019 figures
are not yet available). Given that: (i) neither Ms. Mitchell nor her husband have had any involvement in these
transactions; (ii) our relationship with Hamilton Re pre-dates Mr. Pestcoe’s HIG board membership; and
(iii) the relative magnitude of these transactions for us and the Hamilton Group, the Board determined that this
arrangement does not affect Ms. Mitchell’s independence.
Ronald
L. O’Kelley: In determining that Mr. O’Kelley is an independent director, the Board considered that
Mr. O’Kelley’s daughter is Managing Director of State Street Global Markets, LLC, a subsidiary of State Street
Corporation (“State Street”), with which we have a commercial relationship. However, the Board determined that the
commercial relationship is not material principally because: (i) the payments were approximately 0.002% of the consolidated
gross revenues of State Street; and (ii) Mr. O’Kelley’s daughter has no involvement with these transactions.
Accordingly, the Board determined that these arrangements do not affect Mr. O’Kelley’s independence.
John
S. Scheid: In determining that Mr. Scheid is an independent director, the Board considered that we currently provide
insurance coverage to the Messmer Catholic Schools (“Messmer”), a charitable organization of which Mr. Scheid
has been a director since 2013 and chairman since 2016. We provide insurance coverage to Messmer on terms no more favorable than
to other third parties. As: (i) Mr. Scheid has no involvement in the securing of such insurance policy coverage; (ii) his
relationship with Messmer pre-dates his membership on our Board; and (iii) our business relationship with Messmer pre-dates
Mr. Scheid’s appointment to Selective’s Board, the Board determined that this arrangement does not affect Mr. Scheid’s
independence.
1 For a description of the transactions, relationships,
or arrangements related to Mr. Rue, see the section entitled, “Transactions with Related Persons.”
CORPORATE
GOVERNANCE
Corporate Governance Guidelines
Selective has established Corporate Governance Guidelines that
are available for review in the Corporate Governance subsection of the Investors section of Selective’s website, www.Selective.com.
The Corporate Governance Guidelines provide for the election of a Lead Independent Director, who supervises meetings of Selective’s
independent directors that occur at least semi-annually. J. Brian Thebault is presently our Lead Independent Director. In 2019,
Selective’s independent directors met four times outside the presence of management.
All members of the Audit Committee, the Corporate Governance
and Nominating Committee, and the Salary and Employee Benefits Committee are independent directors under applicable NASDAQ and
SEC rules and regulations.
Majority Voting for Directors in Uncontested Elections
Selective’s Board of Directors has adopted a majority
voting policy for uncontested elections of incumbent directors. To be re-elected to the Board, an incumbent director must receive
a majority vote by stockholders, unless the Corporate Secretary determines that the number of 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:
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§
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The incumbent director must tender his or her resignation to the Chairman of the Board within five days following the certification
of the election results.
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§
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Within 45 days after the stockholders’ meeting, the Corporate Governance and Nominating Committee will make a recommendation
to the Board regarding whether to accept the director’s resignation. In determining and making its recommendation to the
Board, the Corporate Governance and Nominating Committee may consider any factors it deems relevant and a range of possible alternatives
concerning the director’s tendered resignation.
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§
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Within 90 days after the stockholders’ meeting, the Board of Directors shall formally act on the Corporate Governance
and Nominating Committee’s recommendation and, within four business days of doing so, shall file with the SEC a Form 8-K
in which it discloses its decision, the rationale for its decision, and the process it followed in reaching the decision to accept
or reject the director’s tendered resignation.
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§
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Any incumbent director who fails to receive a majority of votes cast and tenders a resignation may not participate or vote
in the deliberations of the Corporate Governance and Nominating Committee or the Board related to his or her resignation. If every
member of the Corporate Governance and Nominating Committee fails to receive a majority vote at the same stockholders’ meeting,
then the independent directors who received a majority vote and any independent directors who did not stand for re-election must
appoint from themselves an ad hoc Board committee to consider the tendered resignations and make a recommendation to the Board
whether it should accept them. If fewer than three directors would constitute an ad hoc committee, the entire Board (other than
the individual director whose resignation is being considered) will make the determination to accept or reject the director’s
resignation.
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Stock Ownership and Retention Requirements
Selective believes that stock ownership by directors and management
encourages the enhancement of stockholder value. Selective’s stock ownership guidelines, which are based on prevailing corporate
governance practices, are set forth in the Corporate Governance Guidelines.
The following table shows the common stock ownership guidelines
for our directors and certain officers. Each director must meet the guidelines within five years of his or her first election to
the Board and each officer must meet, or have met, the guidelines within five years of attaining the specified position:
Position
|
Requirement
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Directors
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5 x annual retainer
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CEO or President
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5 x base salary
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Executive Chairman
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4 x base salary
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Senior Executive Vice Presidents and Executive Vice Presidents
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3 x base salary
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Senior Vice Presidents or equivalent job grade
|
1.5 x base salary
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In calculating ownership under the guidelines:
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§
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Shares of Selective common stock currently owned, awards of restricted stock or restricted stock units (including related dividend
equivalent units) not yet vested, and shares of Selective common stock held in benefit plan investments (i.e., 401(k) plan)
are counted;
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§
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Unexercised stock options are not counted; and
|
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§
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Deferred shares of Selective common stock held in accounts of directors are counted.
|
In
addition, officers are required to retain direct ownership of at least 75% of the shares acquired under an equity award granted
under any Company equity compensation plan or other written compensatory arrangements, net of taxes and transaction costs, unless
the officer has met his or her applicable stock ownership requirement as set forth above.
All of our directors and officers have met, or are on track to meet, the required ownership guidelines.
Policy on Hedging
On January 30, 2020, Selective’s Board of Directors
amended Selective’s Insider Trading Policy to provide as follows:
Selective seeks to fully align the long-term financial interests
of its officers, directors, and employees with the interests of Selective’s other shareholders. For this reason, Selective
officers, directors, and employees are prohibited from purchasing financial instruments (including prepaid variable forward contracts,
equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge, offset, or are designed to hedge
or offset, any decrease in the market value or the full ownership risks and rewards of their direct or indirect Selective stock
holdings. For fairness and to avoid unnecessary complications, any contribution or transfer of Selective stock to an exchange fund
made prior to January 1, 2019, shall be exempt from this anti-hedging policy.
On December 18, 2018, the SEC adopted rules requiring
companies to describe their practices or policies about the ability of employees and directors to engage in hedging activities
involving company stock. These rules included “exchange funds” in the definition of hedging financial instruments.
Exchange funds are arrangements between concentrated shareholders of different companies that pool shares and allow participant
investors to exchange large holdings of a single company’s stock for units in the entire pool's portfolio. Exchange funds
provide investment diversification and capital gains tax deferral. On August 18, 2016, prior to the inclusion of exchange
funds in the definition of hedging financial instruments, Director William M. Rue contributed 25,000 shares of Selective stock,
out of 422,358.0909 shares then beneficially held by Mr. Rue, to an exchange fund. This was 5.9% of Mr. Rue’s beneficial
holdings, and was reported as a sale, and exchange fund contribution, on a Form 4 filed on August 18, 2016. Because (i) the
exchange fund transaction pre-dated the expanded hedging definition, (ii) the transaction involves an immaterial percentage
of his Selective holdings, and (iii) he has agreed not to contribute additional Selective shares to an exchange fund, Selective
has not required Mr. Rue to immediately unwind his exchange fund position. After consulting with the Lead Independent Director
and Chairman of the Corporate Governance and Nominating Committee, Mr. Rue has agreed to redeem his contributed Selective
stock from the exchange fund by year-end 2020. Selective knows of no other directors, officers, or employees who have contributed
Selective stock to an exchange fund.
BOARD
MEETINGS AND COMMITTEES
The Board of Directors held seven meetings in 2019. All directors
attended 75% or more of the aggregate of the meetings of the Board of Directors and their respective committees for the period
during which they were directors in 2019. Selective expects all directors to attend the Annual Meeting. All directors serving on
the Board on May 1, 2019 attended the 2019 Annual Meeting.
The Board has five standing committees:
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§
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Audit Committee;
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§
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Corporate Governance and Nominating Committee;
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§
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Salary and Employee Benefits Committee;
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§
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Executive Committee; and
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§
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Finance Committee.
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The following tables provide information on each of the five
committees:
Audit Committee
|
Written charter is available in the Corporate Governance subsection of the Investors section of www.Selective.com
|
2019 Meetings: 5
|
Responsibilities:
§ Oversee
Selective’s accounting and financial reporting processes, including internal controls over financial reporting, and the
audits of the financial
statements.
§ Review
and discuss with Selective’s management, Chief Audit Executive, and independent auditors Selective’s financial
statements, reports, and
other information provided to the public and filed with the SEC, as well as critical accounting
policies and practices and any critical audit matters.
§ Monitor
the activities of Selective’s Internal Audit Department and review and approve the Internal Audit Department’s
budget, resources, audit
plan, and charter.
§ Review
and concur in the appointment, evaluation, compensation, replacement, reassignment, or dismissal of the Chief Audit
Executive.
§ Monitor
Selective’s internal controls regarding finance, accounting, and legal compliance.
§ Discuss
significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures.
§ Assist
the Board in overseeing Selective’s enterprise risk management function. Discuss with management Selective’s
major financial, operational
(such as cyber risk), or other risk exposures and steps management has taken to monitor and
manage such exposures.
§
Appoint Selective’s independent registered public accounting firm and supervise the relationship between Selective
and its independent auditors,
including reviewing their performance, making decisions about their compensation, retention and removal, reviewing and approving
in advance
their audit services and permitted non-audit services, and confirming the independence
of the independent auditors.
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Director Members:
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Independent
|
John S. Scheid, Chairperson and designated Audit Committee financial expert
|
Yes
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John C. Burville
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Yes
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Terrence W. Cavanaugh
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Yes
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Robert Kelly Doherty
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Yes
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Thomas A. McCarthy
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Yes
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H. Elizabeth Mitchell
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Yes
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Philip H. Urban
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Yes
|
Corporate Governance and Nominating Committee
|
Written Charter is available in the Corporate Governance subsection of the Investors section of www.Selective.com
|
2019 Meetings: 4
|
Responsibilities:
§ Establish
criteria for director selection, and identify and recommend director nominees to the Board.
§ Review
and assess Selective’s Corporate Governance Guidelines and recommend changes to the Board.
§ Recommend
to the Board the directors to serve as members of the Board committees, chairpersons of the committees, and Lead Independent
Director.
§ Advise
the Board regarding Board composition, procedures, and committees.
§ Review
and update Selective’s Code of Conduct and review conflicts of interest or other issues that may arise under the Code
of Conduct involving
Selective’s officers or directors.
§ Oversee
the self-evaluations of the Board and its committees.
§ Review,
jointly with the Salary and Employee Benefits Committee, CEO and executive management succession planning and professional
development.
§ Make
a recommendation to the Board as to whether to accept an incumbent director’s tendered resignation if the director
fails to receive a majority
vote in an uncontested election of directors.
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Director Members:
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Independent
|
Michael J. Morrissey, Chairperson
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Yes
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H. Elizabeth Mitchell
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Yes
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Cynthia S. Nicholson
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Yes
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J. Brian Thebault
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Yes
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Philip H. Urban
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Yes
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Salary and Employee Benefits Committee
|
Written charter is available in the Corporate Governance subsection of the Investors section of www.Selective.com
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2019 Meetings: 7
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Responsibilities:
§ Oversee,
review, and administer compensation, equity, and employee benefit plans and programs related to the employees and management
of
Selective and its subsidiaries.
§
Review annually and approve corporate goals and objectives relevant to executive compensation and evaluate the performance
of the CEO and other
executive officers in light of those goals.
§ Review
annually and approve Selective’s compensation strategy for employees.
§ Review
annually and determine the individual elements of total compensation for the CEO and other executive officers.
§ Review,
jointly with the Corporate Governance and Nominating Committee, CEO and executive management succession planning and
professional
development.
§ Review
and approve compensation for non-employee directors.
§ Review
the independence and engagement of the independent executive compensation consultant.
§ Form and
delegate to subcommittees such power and authority as the Salary and Employee Benefits Committee deems appropriate.
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Salary and Employee Benefits Committee
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§
Delegate to certain senior officers the authority to establish salaries and to approve equity and other incentive awards,
and performance criteria for
the foregoing, for non-Section 16 officers within parameters
established by the Salary and Employee Benefits Committee.
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Director Members:
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Independent
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John C. Burville, Chairperson
|
Yes
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Terrence W. Cavanaugh
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Yes
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Michael J. Morrissey
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Yes
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Cynthia S. Nicholson
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Yes
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Ronald L. O’Kelley
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Yes
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J. Brian Thebault
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Yes
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Executive Committee
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No charter. Responsibilities defined in By-Laws.
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2019 Meetings: 0
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Responsibilities:
§ Authorized
by Selective’s By-Laws to exercise the Board’s powers and authority in the management of Selective’s
business and affairs between
Board meetings.
§ Has
the right and authority to exercise all the powers of the Board on all matters brought before it, except concerning
Selective’s investments or as
prohibited by law.
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Director Members:
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Independent
|
Gregory E. Murphy, Chairperson
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No
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J. Brian Thebault
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Yes
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John C. Burville
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Yes
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Robert Kelly Doherty
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Yes
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Michael J. Morrissey
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Yes
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John S. Scheid
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Yes
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Finance Committee
|
Written charter is available in the Corporate Governance subsection of the Investors section of www.Selective.com
|
2019 Meetings: 6
|
Responsibilities:
§ Review
and approve changes to Selective’s investment policies, strategies, and programs.
§
Review investment transactions made on behalf of Selective and review the performance of Selective’s investment portfolio
and external investment
managers.
§
Review matters relating to the investment portfolios of the benefit plans of Selective and its subsidiaries, including
the administration and
performance of such portfolios.
§ Review
Selective’s reinsurance program, including structure, pricing, and financial strength of participating reinsurers of
the program.
§ Appoint
members of Selective’s Management Investment Committee.
§ Review
and make recommendations to the Board regarding payment of dividends.
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Finance Committee
|
§
Review Selective’s capital structure and significant expenditures, and provide recommendations to the Board regarding
financial policies and
matters of corporate
finance.
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Director Members:
|
Independent
|
Robert Kelly Doherty, Chairperson
|
Yes
|
Thomas A. McCarthy
|
Yes
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Michael J. Morrissey
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Yes
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Ronald L. O’Kelley
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Yes
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William M. Rue
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No
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John S. Scheid
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Yes
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RISK
MANAGEMENT
Board Leadership Structure
Our two current principal Board leadership positions are: (i) Executive
Chairman of the Board; and (ii) Lead Independent Director. The Lead Independent Director position is defined in our Corporate
Governance Guidelines and is very similar to the role of an independent, non-executive Chairman. We believe our current Board leadership
structure provides effective oversight of management and strong leadership of the independent directors. The Corporate Governance
and Nominating Committee also conducts annual self-assessments and evaluates their effectiveness of the Board and its committees.
The Lead Independent Director is responsible for coordinating
the activities of the independent directors and performing various other duties. The Lead Independent Director’s general
authority and responsibilities are as follows:
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§
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Presiding at all meetings of independent directors, as appropriate, and providing prompt feedback to the Executive Chairman
and the CEO;
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§
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Serving as a point of contact for Board members to raise issues that they may not be able to readily address with the Executive
Chairman and/or the CEO;
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§
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Ensuring that matters of importance to the directors are placed on the Board’s meeting agendas;
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Assuring that the Executive Chairman and the CEO understand the Board’s views on all critical matters;
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Assuring that the Board understands the Executive Chairman and the CEO’s views on all critical matters; and
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Calling executive sessions of the independent directors and serving as chairman of such meetings.
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Our Lead Independent Director is J. Brian Thebault, who was
appointed in 2017 and has served on our Board since 1996. Mr. Murphy served as our Chairman of the Board and CEO until February 1,
2020. Effective February 1, 2020, Mr. Murphy was appointed Executive Chairman of the Board. The Executive Chairman serves
as the Chairman of the Board of Directors, which is responsible for oversight and guidance of Selective’s Management and
overall corporate performance. In coordination with the CEO, the Executive Chairman helps maintain effective relationships with
significant distribution partners, investors, shareholders, insurance rating agencies, and government officials. He serves as an
advisor to the CEO and works with the CEO and Board to establish long-range strategies.
Enterprise Risk Management
As a property and casualty holding company, our insurance subsidiaries
are in the business of assuming risk. We categorize our major risks into the following six broad categories:
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Asset risk, which stems primarily from our investment portfolio and reinsurance recoverables and includes credit and market
risk;
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§
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Underwriting risk, which is the risk that the insured losses are higher than our expectations, including:
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o
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Losses from inadequate loss reserves;
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o
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Larger than expected non-CAT current accident year losses; and
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o
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CAT losses that exceed our expectations or our reinsurance treaty limits.
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§
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Liquidity risk, which is the risk we will be unable to meet contractual obligations as they become due because we are unable
to liquidate assets or obtain adequate funding without incurring unacceptable losses;
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§
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Pension risk, which is the risk that the obligations under the Retirement Income Plan for Selective Insurance Company of America
(the “Retirement Income Plan”) will exceed our expectations due to underperformance of the invested assets supporting
those obligations or adverse changes in the assumptions used in the calculation of our pension liabilities;
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§
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Other risks, including a broad range of operational risks that can be difficult to quantify, such as talent, market conditions,
economic, legal, regulatory, reputational, and strategic risks, as well as the risks of fraud, human failure, or failure of controls
or systems, including, for example, a rapidly-evolving cybersecurity risk; and
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§
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Emerging risks, which include risks in each of the five categories above, but are either new, rapidly evolving, or increasing
substantially compared to historical levels. For example, the increased frequency and intensity of severe wildfires, the exposures
created by the legalization of cannabis, and the recent passage of reviver statutes for victims of abuse would all be considered
emerging risks.
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Our internal control framework operates with a three lines of
defense model. The first line of defense consists of individual functions that deliberately assume risks and own and manage that
risk on a day-to-day and business operational basis. The second line of defense is responsible for risk oversight and also supports
the first line to understand and manage risk. A dedicated risk team led by the Chief Risk Officer is responsible for this second
line and reports to the Chief Financial Officer. The third line of defense is our Internal Audit team, who with oversight from
the Audit Committee of our Board, provides independent, objective assurance as to the assessment of the adequacy and effectiveness
of our internal control environment. Internal Audit also coordinates risk-based audits, compliance reviews, and other specific
initiatives to evaluate and address risk within targeted areas of our business.
We use Enterprise Risk Management (“ERM”) as part
of our governance and control process to take an entity-wide view of our major risks and their impact. Our ERM framework is designed
to identify, measure, report, and monitor our major risks and develop appropriate responses to support successful execution of
our business strategies.
Our Board oversees our ERM process, and various committees of
the Board oversee risks specific to their areas of supervision and report their activities and findings to the full Board. Management
has formed an Executive Risk Committee that is responsible for the holistic monitoring and management of our risk profile. The
Executive Risk Committee consists of the CEO, his direct reports and key operational and financial leaders, including the Chief
Risk Officer. The Executive Risk Committee relies on several management committees, such as the Emerging Risk Committee and the
Underwriting Committee, for detailed analysis and management of specific major risks. The Chief Risk Officer reports on the
Executive Risk Committee's activities, analyses, and findings to the Board or the appropriate Board committee, and provides a quarterly
update on certain risk metrics.
In addition to the various Board and management committees and
governance over the ERM process, we believe that high-quality and effective ERM is best achieved when it is a shared cultural value
throughout the organization. We consider ERM to be a key process that is the responsibility of every employee. We have developed
and use
tools and processes that we believe support a culture of risk management and create a robust framework of ERM within our
organization. In addition, our compensation policies and practices, as well as our governance framework, including our Board’s
leadership structure, are designed to support our overall risk appetite and strategy. Our ERM processes and practices help us to
identify potential events that may affect us, and quantify, evaluate, and manage the significant risks we face.
We rely on quantitative and qualitative tools to identify, prioritize,
and manage our major risks, including proprietary and third-party computer modeling as well as various other analyses. The Executive
Risk Committee meets at least quarterly and reviews and discusses various topics and the interrelation of our major risks, including,
but not limited to, capital modeling results, capital adequacy, risk metrics, emerging risks, and sensitivity analysis. Where
necessary, we also utilize the services of subject matter experts, such as external actuaries, third-party risk modeling firms,
and information technology security experts. Consistent with the requirements of state insurance regulators, our insurance subsidiaries
annually file their Own Risk Solvency Assessment report, which is an internal assessment of our solvency. The Chief Risk Officer
develops the report in coordination with members of the Executive Risk Committee, and the report is provided to the Board.
We believe that our risk governance structure facilitates strong
risk dialogue across all levels and disciplines of the organization and promotes robust risk management practices. All of our strategies
and controls, however, have inherent limitations. We cannot be certain that an event or series of unanticipated events will not
occur and result in losses greater than we expect and have a material adverse effect on our results of operations, liquidity, financial
condition, financial strength, and debt ratings. An investor should carefully consider the risks and all of the other information
included in Item 1A. “Risk Factors.”, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.",
and Item 8. “Financial Statements and Supplementary Data." of Selective’s Annual Report on Form 10-K for
the year ended December 31, 2019.
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. To make this determination,
we conducted an internal risk assessment of our compensation policies and programs. In performing the risk assessment, we considered
that we operate in an industry based almost entirely on managing risk, and we believe that our risk management function is robust.
We also analyzed the issues detailed in the proxy disclosure rules and gave close consideration to the following points:
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§
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The compensation policies and practices for employees of our reportable segments are similar. Our insurance operations, which
sell property and casualty insurance products, are subject to, among other things, risks related to significant competition and
extensive losses from catastrophic events and acts of terrorism. Our investment segment, which invests premiums collected by the
insurance operations and proceeds from capital transactions, is subject to, among other things, global economic risks, such as
adverse impacts from governmental monetary policies, and risks inherent in the equity and debt markets;
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§
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Our compensation policies are consistent with our overall risk structure and we award a significant portion of our senior officers’
compensation on the accomplishment of financial performance goals that are measured over a three-year period; and
|
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§
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In addition to our compensation policies and practices
to motivate our employees to take appropriate levels of risk, we have developed a set of controls and governance processes to
manage our risk profile. These include escalation processes based on various levels of individual authorities, a comprehensive
set of management and Board committees that focus on analysis, management, and reporting of specific major risks of the organization,
and robust internal audit processes. These controls and governance processes, along with our risk management process, are designed
to help us understand and react to changes in our risk profile and effectively manage our risk profile to our risk appetite.
|
We also considered our overall compensation program, including:
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§
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The features of our compensation program and whether they align with our compensation philosophy;
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§
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The compensation program’s multiple financial and strategic measures that balance profitability and growth. Our financial
goals are based on a generally accepted accounting principles (“GAAP”) combined ratio2,
which is an accepted insurance industry standard of profitability, return on equity, statutory net premiums written (“NPW”)
growth, and statutory operating return on policyholder surplus. Our strategic goals are based on, among other things, pricing,
retention, and profitability improvement measures, that are intended to generate profitable growth;
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§
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The maximum potential payments under our compensation plans;
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§
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The mix of fixed versus variable compensation;
|
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§
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The balance between cash and equity compensation;
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§
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The ratio of compensation based on long-term versus short-term performance metrics; and
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§
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The timing of equity award grants and vesting.
|
We also considered that, from time to time, we adjust our compensation
programs 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:
|
§
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The stock ownership and retention requirements for management outlined in the section entitled, “Stock Ownership and
Retention Requirements” of this Proxy Statement;
|
|
§
|
The independent oversight of compensation programs by the Salary and Employee Benefits Committee of the Board, including oversight
of goals and performance measures; and
|
|
§
|
The Board’s role in risk oversight, which includes receiving, analyzing, and making due inquiry about reports from its
committees, including the Salary and Employee Benefits Committee, and management’s Executive Risk Committee.
|
STOCKHOLDER
COMMUNICATIONS
Stockholders may send communications to the Board of Directors
or individual directors in writing c/o Corporate Secretary, Selective Insurance Group, Inc., 40 Wantage Avenue, Branchville,
New Jersey 07890 or by e-mail to corporate.governance@Selective.com. The Board has instructed the Corporate Secretary to use discretion
in forwarding unsolicited advertisements, invitations to conferences, or other promotional material.
CODE
OF CONDUCT
Selective has adopted a Code of Conduct that provides
guiding business ethics principles for all Selective personnel, including executive officers. The Code of Conduct is located
in the Corporate Governance subsection of the Investors section of Selective’s website, www.Selective.com. Any
material amendment to or waiver from the provisions of the Code of Conduct that applies to Selective’s senior 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.
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
This Compensation Discussion and Analysis provides our stockholders
information about our 2019 compensation program for the following named executive officers (“NEOs”):
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§
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Gregory E. Murphy, Executive Chairman and former CEO (Mr. Murphy served as our Chairman and CEO through February 1,
2020);
|
|
§
|
John J. Marchioni, President and CEO (Mr. Marchioni served as our President and Chief Operating Officer until February 1,
2020);
|
|
§
|
Mark A. Wilcox, Executive Vice President and Chief Financial Officer; and
|
|
§
|
Michael H. Lanza, Executive Vice President, General Counsel and Chief Compliance Officer.
|
As designated by the Board of Directors, Messrs. Murphy,
Marchioni, Wilcox, and Lanza are Selective’s only “executive officers” under Section 16 of the Exchange
Act.
Consideration of 2019 Say-on-Pay Advisory Vote Results
Since our initial say-on-pay proposal in 2011, our stockholders
have overwhelmingly supported our compensation decisions. At our 2019 Annual Meeting of Stockholders, our stockholders voted on
an advisory basis to approve the compensation of our NEOs, with nearly 97% of votes cast voting in favor of the proposal. We considered
these results and, in light of our stockholders’ indicated continued support for our compensation decisions, did not make
any material changes in our 2019 compensation decisions and policies, other than in connection with our CEO transition, as described
more fully under “2019 Elements of Compensation and Allocation Between Current and Long-Term Compensation.” We have
continued to maintain our emphasis on providing a combination of both short-term and long-term incentive compensation, which we
believe rewards our executives for delivering stockholder value.
2019 Corporate Performance Highlights
During 2019, we continued to make excellent progress executing
our Strategic Business Plan Framework that focuses on our five strategic imperatives:
|
§
|
Create a Highly Engaged Team;
|
|
§
|
Align Resources for Profitable Growth;
|
|
§
|
Deliver a Superior Omni-Channel Experience;
|
|
§
|
Leverage Data and Treat Information as a Valued Corporate Asset; and
|
|
§
|
Optimize Operational Effectiveness and Efficiency.
|
For 2019, we generated a GAAP return on equity (“ROE”)
of 13.6% and a non-GAAP operating ROE3 of 13.3%, which was: (i) above our budgeted projection for the year; (ii) above
Conning, Inc.’s expected 2019 U.S. property and casualty insurance industry GAAP ROE4; and (iii) our
sixth consecutive year of double-digit non-GAAP operating ROE. We also produced a combined ratio of 93.7%, which compares very
favorably to Conning, Inc.’s expected 2019 U.S. property and casualty insurance industry statutory combined ratio of
96.8%5.
GAAP COMBINED RATIO
In addition to our excellent combined ratio and non-GAAP operating
ROE, other key accomplishments for 2019 included the following:
|
§
|
Our stock price at the end of 2019 was $65.19, an increase of 7% from year-end 2018;
|
|
§
|
Our total shareholder return (“TSR”), which is calculated using the change in the value of Selective’s common
stock price and reinvested dividends, was 8.3% for the one-year period, 16.3% for the three-year period, and 20.9% for the five-year
period ended December 31, 2019, compared to the Standard & Poor’s 500 Index total return of 31.5%, 15.3%, and
11.7%, respectively;
|
|
§
|
Compared to 2018: (i) overall NPW increased by 7%; (ii) commercial lines NPW increased by 8%; and (iii) excess
and surplus lines NPW increased by 4%;
|
|
§
|
We achieved 3.6% in overall standard lines renewal pure price increases, with 3.4% in standard commercial lines and 5.0% in
standard personal lines, while maintaining solid retention rates of 83% for our standard lines of insurance;
|
3 Non-GAAP operating ROE is a non-GAAP financial
measure and is calculated as follows:
Non-GAAP Operating ROE:
|
Non-GAAP Operating Income from the Performance Period
|
÷
|
(Stockholders’ Equity at Beginning of Performance Period
+ Stockholders’ Equity at Year End) ÷ 2
|
Non-GAAP operating income differs from net income by the exclusion
of after-tax net realized and unrealized gains and losses on investments and after-tax debt retirement costs. It is used as an
important financial measure by management, analysts, and investors, because the realization of investment gains and losses on sales
in any given period is largely discretionary as to timing. These investment gains and losses, other-than-temporary investment impairments
that are charged to earnings, unrealized gains and losses on equity securities, and the debt retirement costs could distort the
analysis of trends. Non-GAAP operating ROE is not intended as a substitute for ROE that is based on net income prepared in accordance
with GAAP.
4 Source: ©2020 Conning, Inc. Used with permission.
5 Source: ©2020 Conning, Inc. Used with permission.
|
§
|
We achieved 4.0% of average renewal pure price increases in our excess and surplus lines business;
|
|
§
|
We received an improved score, 8.8 out of 10, on an independently administered agency satisfaction survey; and
|
|
§
|
Compared to 2018, we increased net investment income, after tax, by 13%, driven by strong cash flow from operations that was
18% of NPW, $106 million in net proceeds from our 5.375% Senior Notes issuance, and active portfolio management.
|
In the fourth quarter of 2019, A.M. Best Company reaffirmed
our “A (Excellent)” financial strength rating, their third highest of 13 financial strength ratings, and upgraded our
outlook to “positive” from “stable.” The rating reflects A.M. Best Company’s view on our strong
balance sheet, sustained profitability, favorable business profile, and appropriate enterprise risk management. In addition, the
positive outlook reflects A.M. Best Company’s view of our improved profitability over the past five years on an absolute
basis and relative to our peers.
During the third quarter of 2019, S&P Global Ratings reaffirmed
our financial strength rating of “A” (with a “stable” outlook), citing our strong capital adequacy and
strong operating performance, driven by sound underwriting and steady pure renewal price increases. Fitch Ratings reaffirmed our
“A+” rating (with a “stable” outlook) in the second quarter of 2019, citing our strong capitalization and
financial performance, with stable underwriting results and return metrics that have remained favorable compared to our peers.
Moody’s Investors Service’s reaffirmed our “A2” rating (with a “stable” outlook) most recently
in the first quarter of 2018, referencing our solid regional franchise, established independent agency support, solid risk-adjusted
capitalization, strong invested asset quality, and good underwriting profitability.
CEO Pay for Performance
The following table presents Mr. Murphy’s
compensation over the past five years, its dollar and percentage change from the prior year, and Selective’s TSR for
the corresponding one-, three-, and five-year periods. We believe the table demonstrates the correlation between changes in
Selective’s TSR and Mr. Murphy’s compensation, which is consistent with, and reflects our philosophy of,
aligning compensation with the interests of stockholders and long-term performance.
*
Note: The value of “Indexed Total Shareholder Return (TSR)” at each year-end shown above is based on the then-current
value of an assumed $100 investment in Selective stock on December 31, 2014, and reflects changes in stock price and assumes
that dividends paid to stockholders are reinvested in Selective stock.
|
2015
|
2016
|
2017
|
2018
|
2019
|
CEO Total Compensation* (Base Salary Rate, Annual Cash Incentive Compensation, and Long-Term Incentive Compensation)
|
$4,440,002
|
$4,890,031
|
$4,900,008
|
$5,100,019
|
$6,792,401
|
$ Change from Prior Year
|
+$514,991
|
+$450,029
|
+$9,977
|
+$200,011
|
+$1,692,382
|
% Change from Prior Year
|
+13.1%
|
+10.1%
|
+0.2%
|
+4.1%
|
+33.2%
|
One-Year TSR
|
+26.0%
|
+30.4%
|
+38.2%
|
+5.1%
|
+8.2%
|
Three-Year TSR
|
+85.5%
|
+68.5%
|
+126.8%
|
+89.3%
|
+57.2%
|
Five-Year TSR
|
+109.3%
|
+170.7%
|
+234.1%
|
+144.8%
|
+158.1%
|
*For 2017, also includes discretionary bonus.
Role and Function of the Salary and Employee Benefits
Committee
The Salary and Employee Benefits Committee of the Board of Directors
(“SEBC”) oversees executive compensation. The SEBC retains an independent executive compensation consultant, Exequity
LLP (“Compensation Consultant”), to advise it on executive and director compensation issues. Compensation Consultant
representatives: (i) review senior executive compensation; (ii) prepare comprehensive competitive compensation analyses
for our NEOs; (iii) provide counsel to the SEBC regarding award metrics, components of compensation, amounts allocated to
those components, and the total compensation opportunities for the CEO and the other NEOs; and (iv) attend SEBC meetings,
as requested by the SEBC.
The Compensation Consultant has advised the SEBC since 2007.
The Compensation Consultant does not provide any services to Selective other than to advise the SEBC on executive and director
compensation matters. Based on applicable SEC and NASDAQ rules, the SEBC has determined that the Compensation Consultant’s
services do not raise a conflict of interest.
The SEBC has full autonomy in determining executive compensation
and makes all final determinations about CEO and other NEO compensation, incorporating information provided by the Compensation
Consultant. The CEO, in 2019, made compensation recommendations to the SEBC for the President and Chief Operating Officer based
on his assessment of the President and Chief Operating Officer’s annual performance, contributions to Selective, and potential
for advancement. The CEO and President and Chief Operating Officer, in 2019, made compensation recommendations to the SEBC for
the other NEOs based on their assessment of the other NEOs’ annual performance, contributions to Selective, and potential
for advancement. In making its compensation decisions, the SEBC 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, including the retention of Mr. Murphy’s services as Executive Chairman
through February 1, 2021; (v) internal compensation parity; and (vi) advancement in abilities, experience, and responsibilities.
The Executive Vice President, Chief Human Resources Officer, and certain other human resources officers, as part of their usual
duties and responsibilities, provide the SEBC with information regarding the overall design of the executive compensation program
and its individual components.
DESIGN CONSIDERATIONS
OF SELECTIVE’S EXECUTIVE COMPENSATION PROGRAM
Selective’s Executive Compensation Program Objective
and Philosophy
The objective of our executive compensation program is to attract,
retain, and motivate executive talent who will drive the organization’s success by creating stockholder value through profitable
growth and effective risk management.
Our compensation program is designed to: (i) promote and
align both short- and long-term interests of our executives with those of our shareholders; (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 our executives for their individual achievements by motivating them to execute their duties and responsibilities
in a manner not reasonably likely to have a material adverse effect on our operations or results. We aim to provide these highly
talented and qualified executives with compensation that is competitive, both in value and mix of short-term
and long-term cash
and stock-based components, with the total compensation paid by other property and casualty insurance companies and other companies
with which we compete for executive 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, and we
align our long-term compensation to the achievement of pre-determined specific performance measures that 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 executives;
and (ii) align the executives’ compensation with our stockholders’ interests:
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§
|
Annual cash incentive program (“ACIP”) payments; and
|
|
§
|
Long-term incentive program (“LTIP”) awards in the form of performance-based restricted stock units and performance-based
cash incentive units.
|
Compensation Best Practices
Selective primarily uses the following compensation structures
and practices:
WHAT WE DO
|
§
|
Fixed and variable compensation components;
|
|
§
|
Compensation weighted toward performance-based equity and performance-based cash bonus awards to NEOs;
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§
|
Stock ownership and retention requirements;
|
|
§
|
Double triggers for cash and equity award payments upon a change in control under employment agreements;
|
|
§
|
Clawback certain inventive-based compensation (see section entitled, “Recoupment of Awards” of this Proxy Statement
for more information); and
|
|
§
|
Engagement of an independent compensation consultant.
|
WHAT WE DO NOT DO
|
§
|
No excise tax gross-up provisions in employment agreements;
|
|
§
|
No re-pricing of stock options;
|
|
§
|
No stock options granted at less than fair market value;
|
|
§
|
No payment of dividends on unvested stock-based awards;
|
|
§
|
No inclusion of incentive compensation in pension calculations;
|
|
§
|
No hedging of Selective stock permitted by directors, officers, or employees (see section entitled, “Policy on Hedging”
of this Proxy Statement for more information); and
|
|
§
|
No guaranteed annual salary increases.
|
Benchmarking
When making compensation decisions, the SEBC believes it is
important to be informed of compensation practices at multiple comparator groups of publicly-traded companies and property and
casualty insurance holding companies. The SEBC believes that:
|
§
|
Benchmarking provides the SEBC with relevant information to make appropriate compensation decisions that will help attract,
retain, and motivate the key talent required to drive company performance and long-term stockholder value;
|
|
§
|
Measuring our compensation against practices from two benchmark sources helps ensure that the SEBC has an ample and robust
assessment of our competitive compensation posture; and
|
|
§
|
Considering multiple market references offsets inaccuracies inherent in a single market data point and enhances the SEBC’s
decisions by allowing it to rely on a more comprehensive set of market-competitive pay boundaries than just a single benchmark.
|
Accordingly, the SEBC received from, and reviewed with, the
Compensation Consultant the following benchmarking information in late 2018 for purposes of establishing 2019 compensation:
|
§
|
Analyses of both the individual compensation elements and total compensation that we pay our NEOs compared to a peer group
that consisted of the same companies as the prior year; and
|
|
§
|
Data provided by a third-party vendor for our NEOs against a group consisting of 53 property and casualty insurance organizations,
excluding Selective.
|
As part of the 2019 compensation process, in late 2018, the
Compensation Consultant furnished the SEBC with the most recent NEO compensation information available from the following:
Proxy Peers
Organizations with which we compete in the sale of
products and services and for talent
|
Third-party Vendor Survey
|
§
Argo Group International Holdings, Ltd.
§ Cincinnati
Financial Corporation
§ CNA
Financial Corporation
§ EMC
Insurance Group Inc.
§ Erie
Indemnity Company
§ The
Hanover Insurance Group, Inc.
§ The
Hartford Financial Services Group, Inc.
|
§ Navigators
Group, Inc.
§ State
Auto Financial Corporation
§ United
Fire Group, Inc.
§ W.
R. Berkley Corporation
|
§ Property
and Casualty Insurance Compensation Survey
|
To re-evaluate its earlier 2019 NEO compensation decisions and
in establishing compensation parameters for 2020, the SEBC reviewed the most recent NEO compensation information available as of
that time from these two market reference sources in late 2019 and early 2020.
Information
for the Proxy Peers in the above table (collectively, the “Proxy Peer Group”) was obtained from proxy statements and
other materials filed with the SEC. 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 composed of organizations 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. Because we strive to engage the best talent and may
have to recruit from larger organizations, we look at data from throughout the property and casualty insurance industry. In late
2019 and early 2020, the SEBC reviewed information reported in the Property and Casualty Insurance Compensation Survey, which reflects
data from 54 organizations, including Selective, that have an annual median direct premiums written of $3.6 billion and annual
median revenues of $3.7 billion.
When
the SEBC evaluates NEO compensation, it seeks to benchmark against positions with comparable job responsibilities whenever possible.
As the position of President and Chief Operating Officer had increasingly broad succession plan-mandated responsibilities in 2019
related to Mr. Marchioni’s ultimate appointment as CEO effective February 1, 2020, there were no direct comparators
in our multiple market reference groups. The lack of a true benchmark comparator for Mr. Marchioni’s position impacts
the compensation comparison of our NEOs as a group. Similarly, as the SEBC deemed a smooth leadership transition throughout 2020
and into early 2021 critical to the organization, and did not consider the Retention Grant (defined below) to be exclusively part
of annual compensation, Mr. Murphy’s 2019 compensation is higher in comparison to the market.
Due to these CEO transition-related objectives and considerations,
total NEO compensation reported for 2019 in the Summary Compensation Table, in relation to the reference market sources, was 44%
above the aggregate average median and 19% below the aggregate average 75th percentile.
The SEBC deemed these variances appropriate given the CEO transition-related objectives and considerations, Selective’s corporate
performance, and the individual performance of our NEOs. The components comprising total NEO compensation differed from market
to varying degrees. Specifically, base salary was above the total average median by 12%
and below the total average 75th percentile by 4%. Driven by the outstanding performance relative to annual financial, operational,
and strategic objectives detailed below, annual cash incentive awards were 114% above
the total average median and 33% above the total average 75th percentile. The combined relative positioning of base salary and
annual cash incentives resulted in annual total cash compensation that was above the total average median by 69% and above the
total average 75th percentile by 26%. The grant date fair value of our 2019 long-term
incentive awards was 28% above the total average median, but 44% below the total
average 75th percentile. Considering each individual’s accomplishments and contributions, the degree to which we achieved
our 2019 goals and outperformed relative to the expected industry performance, the SEBC felt that each NEO’s compensation
was appropriate.
2019 ELEMENTS
OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION
The table below shows the percentage of total variable and total
fixed compensation for 2019 for the CEO and the other NEOs that is short-term incentive compensation (ACIP) versus long-term incentive
compensation (LTIP), and fixed compensation (base salary) versus variable compensation (ACIP and LTIP). Mr. Murphy’s
2019 LTIP includes a time-based restricted stock unit award (LTIP) granted to incentivize his continued service with Selective
through February 1, 2021 (the “Retention Grant”). When evaluating 2019 compensation for our CEO and other NEOs,
the SEBC considered: (i) our overall results compared to budget and projected industry results; (ii) our ability to obtain
renewal pure price increases on our insurance business that allowed us to produce a strong combined ratio; (iii) our ability
to profitably grow NPW; (iv) our investment income performance compared to both budget and benchmark targets; (v) significant
claims improvement initiatives; and (vi) retention of top talent. These factors were viewed in light of the relative competitive
positioning of the compensation of our CEO and the other NEOs.
As the table below indicates, the 2019 compensation allocation
aligns closely with our compensation philosophy, which is designed to motivate executives to achieve short- and long-term corporate
objectives consistent with our stockholders’ economic interests. We strive to achieve a balance between pay incentive vehicles
and performance time horizons.
|
Variable Compensation
|
Fixed Compensation
|
NEOs
|
2019 Short-Term (ACIP)
|
2019 Long-Term (LTIP)
|
2019 Total Variable (ACIP + LTIP)
|
2019 Base Salary
|
Gregory E. Murphy
|
40%
|
46%(1)
|
86%(1)
|
14%
|
John J. Marchioni
|
47%
|
32%
|
79%
|
21%
|
Mark A. Wilcox
|
46%
|
30%
|
76%
|
24%
|
Michael H. Lanza
|
43%
|
27%
|
71%
|
29%
|
(1) Includes Retention Grant.
The charts below reflect the allocation of 2019 compensation
to LTIP, ACIP, and base salary for the CEO and for all other NEOs on average:
Base Salary
Our base salary compensation is intended to provide stable,
competitive compensation while taking into account each executive’s scope of responsibility, relevant background, training,
and experience. In setting base salaries, the SEBC considers both competitive market data for positions with comparable job content
and overall market demand for each position. The SEBC generally believes that base salaries should be aligned with market trends
for executives with similar responsibilities at comparable companies. When establishing the base salaries of our NEOs, the SEBC
also considers:
|
§
|
The functional role of the executive’s position;
|
|
§
|
The executive’s level of responsibility;
|
|
§
|
The executive’s growth in the position, including skills and competencies;
|
|
§
|
The executive’s contribution and performance; and
|
|
§
|
The organization’s ability to replace the executive.
|
Based on these considerations and on their respective accomplishments
and contributions as described below in the section entitled, “2019 Compensation Actions for the CEO and other NEOs,”
the SEBC increased the base salaries of the CEO and the other NEOs in early 2019 during our regular salary review process, as follows:
Mr. Murphy, 4%; Mr. Marchioni, 5%; Mr. Wilcox, 4%; and Mr. Lanza, 2%.
Annual Cash Incentive Program (ACIP)
Our ACIP is intended to link a meaningful portion of annual
cash compensation to one or more pre-established near-term strategic and financial organizational performance goals. For 2019,
all NEOs were eligible to participate in the ACIP. 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”).
2019 Corporate ACIP Measures
Our Corporate ACIP Measures are established to encourage our
employees to remain focused on particular financial and strategic objectives, even in the face of especially challenging circumstances
in a performance year. The SEBC takes into consideration the level of achievement of the Corporate ACIP Measures when determining
the ACIP payments to our NEOs.
As shown below, 0% to 116.3% of the maximum ACIP opportunity
for employees was based on a financial performance goal of achieving a GAAP combined ratio of between 90.0% and 100.0%, and 0%
to 50% of the maximum ACIP opportunity for employees was based on the achievement of 12 measures related to our five strategic
imperatives (with an additional potential 5% from the pure rate profitability improvement goal). The table below shows total potential
Corporate ACIP payouts for employees at various combined ratio percentages, assuming all 12 measures were fully met:
GAAP Combined Ratio (%)
|
Corporate ACIP Measures
|
Financial Measure (%)
|
Maximum Strategic Measures (%)
|
Total Opportunity (%)
|
100.0
|
0.0
|
50
|
50.0
|
99.0
|
11.6
|
50
|
61.6
|
98.0
|
23.3
|
50
|
73.3
|
97.0
|
34.9
|
50
|
84.9
|
96.0
|
46.5
|
50
|
96.5
|
95.5
|
50.0
|
50
|
100.0
|
95.0
|
58.1
|
50
|
108.1
|
94.0
|
69.8
|
50
|
119.8
|
93.0
|
81.4
|
50
|
131.4
|
92.0
|
93.0
|
50
|
143.0
|
91.0
|
104.7
|
50
|
154.7
|
90.0
|
116.3
|
50
|
166.3
|
2019 Corporate ACIP Measure Results
The 2019 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 2019, our overall GAAP combined ratio was 93.7%. Accordingly,
the financial performance component of the Corporate ACIP Measures generated funding at 73.3%.
Strategic Measures Performance Results
As reflected in the table below, we fully achieved 10 measures,
partially achieved one measure, and did not achieve one measure of the 12 total 2019 ACIP strategic measures, which support our
five strategic imperatives. Accordingly, the strategic measures performance component of the Corporate ACIP Measures generated
funding at 47.0%.
Strategic Imperative
|
Measure
|
Point Value
|
Results
|
Create a Highly Engaged Team
Optimize Operational Effectiveness and
Efficiency
|
EXPENSE MANAGEMENT
|
5 pts
|
Achieved
5 pts
|
Achieve designated labor and non-labor expense targets for specified business units.
|
Achieve designated company-wide labor and non-labor expense budget.
|
5 pts
|
Achieved
5 pts
|
Align Resources for Profitable Growth
Leverage Data and Treat Information as
a Valued Corporate Asset
|
PROFITABILITY IMPROVEMENT
|
0 – 10 pts (plus 5 pt. premium)
|
Achieved
10 pts
|
Achieve a specified commercial pure rate target for standard renewal business.
|
Achieve a specified commercial loss ratio mix improvement through targeted actions.
|
0 – 5 pts
|
Achieved
5 pts
|
Achieve designated aggregate pricing targets for new business.
|
0 – 5 pts
|
Achieved
5 pts
|
Align Resources for Profitable Growth
Leverage Data
and Treat Information as a Valued Corporate Asset
|
GROWTH
|
0 – 3 pts
|
Achieved
0 pts
|
Achieve specified new direct standard commercial lines, personal lines, and bond premium targets.
|
Achieve specified commercial lines and personal lines net renewal direct premiums written targets.
|
0 – 3 pts
|
Achieved
3 pts
|
Achieve key milestones of Small Business strategy to improve ease of doing business.
|
4 pts
|
Achieved
4 pts
|
Deliver a
Superior Omni-Channel Experience
|
CUSTOMER EXPERIENCE
|
2 pts
|
Achieved
2 pts
|
Launch and implement designated actions for Selective brand refresh.
|
Implement designated key milestones for agency and customer experience strategy.
|
3 pts
|
Achieved
3 pts
|
Optimize
Organizational
Effectiveness
and
Efficiency
|
OPERATIONAL EFFICIENCY
|
3 pts
|
Achieved
3 pts
|
Implement delivery of legal matter management and
claims dashboard systems.
|
Deploy designated InsurTech product and launch Innovation Lab.
|
2 pts
|
Achieved
2 pts
|
2019 Corporate ACIP Measure Results
For 2019, our combined Corporate ACIP Measures resulted in total
funding opportunity for the NEOs of 120.3%.
2019 ACIP Payment Opportunities and Awards for NEOs
The 2019 ACIP payment opportunities for the NEOs were based
on competitive market levels and set as a percentage of annual base salary. The following table lists each NEO’s 2019 minimum
and maximum ACIP opportunities, the SEBC’s actual 2019 award as a percentage of base salary, and the change in ACIP from
2018 to 2019:
NEO
|
Minimum 2019
ACIP Opportunity
(as % of Base Salary
Rate)
|
Maximum 2019
ACIP Opportunity
(as % of Base Salary
Rate)
|
Actual 2019 ACIP
Payment (as % of
Base Salary)
|
Change in ACIP
Payment from 2018
to 2019 (as %)
|
Gregory E. Murphy
|
0%
|
350%
|
272%
|
26%
|
John J. Marchioni
|
0%
|
275%
|
226%
|
27%
|
Mark A. Wilcox
|
0%
|
250%
|
193%
|
30%
|
Michael H. Lanza
|
0%
|
150%
|
150%
|
43%
|
ELEMENTS OF LONG-TERM
COMPENSATION
Design Elements
Our long-term incentive opportunities are intended to reward
our leaders and encourage their long-term retention. By aligning financial rewards with the economic interests of our stockholders,
leaders are motivated to achieve our long-term strategic objectives and increase stockholder value. We use both cash and non-cash
vehicles under our LTIP to deliver long-term compensation, which is consistent with the market practices of the companies included
in our Proxy Peer Group. We establish a dollar-denominated target for each employee eligible to participate in the LTIP, including
the NEOs. All individual target award amounts are aggregated to determine the total LTIP
award pool.
LTIP awards are typically granted in overlapping three-year
cycles and are allocated among 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, our goal
is to encourage executive officers to continue their tenure with us and align their economic interests with those of our stockholders.
Long-Term Incentive Program Award Grants
Performance goals for the long-term incentive awards granted
in 2017 through 2019 are as follows:
Performance Period
|
Restricted Stock Unit Performance Measures
|
Cash Incentive Unit Performance Measures
|
01/01/17 – 12/31/19
|
Cumulative non-GAAP operating ROE (excluding unrealized gains or losses), cumulative growth in policy count, or cumulative growth in statutory NPW
|
Cumulative TSR/NPW growth/cumulative statutory operating return on policyholder surplus(1)
|
01/01/18 – 12/31/20
|
Cumulative non-GAAP operating ROE (excluding unrealized gains or losses), cumulative growth in policy count, or cumulative growth in statutory NPW
|
Cumulative TSR/NPW growth/cumulative statutory operating return on policyholder surplus
|
01/01/19 – 12/31/21
|
Cumulative non-GAAP operating ROE (excluding unrealized gains or losses), cumulative growth in policy count, or cumulative growth in statutory NPW
|
Cumulative TSR/NPW growth/cumulative statutory operating return on policyholder surplus
|
(1)
Statutory operating return on policyholder surplus is a measurement of profitability that reflects the amount of statutory
operating income generated by dividing statutory operating income by the average policyholder surplus during the period.
In determining the amount of LTIP awards granted to the
NEOs in 2019, the SEBC 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, as
outlined below; (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.
In 2017, the SEBC changed the elements allocation of the total
grant date fair value of LTIP awards to executives, including the NEOs. The SEBC increased the allocation to performance-based
restricted stock units, and lowered and narrowed the performance grid for performance-based cash incentive units, to mitigate the
potential volatility of stock compensation expense. Accordingly, the LTIP awards’ allocation are 75% performance-based restricted
stock units and 25% performance-based cash incentive units.
Performance-Based Restricted Stock Units
Seventy-five percent (75%) of the total grant date fair value
of each NEO’s LTIP award made in 2019, exclusive of Mr. Murphy’s Retention Grant, consisted of performance-based
restricted stock units granted under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan (the “Omnibus Stock
Plan”), based on, and subject to, the following conditions:
|
§
|
Three-year vesting period; and
|
|
§
|
Achievement at the end of any calendar year during the three-year period beginning on January 1, 2019 and ending on December 31,
2021 of either: (i) a cumulative non-GAAP operating ROE of at least 12% (computed by excluding from the determination of average
equity any unrealized gain or loss occurring after December 31, 2018); or (ii) a cumulative 5% growth in policy count
or statutory NPW.
|
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. Payment
of DEUs, which are payable in shares of Selective common stock, remains subject to the same vesting conditions and performance
measures as the underlying restricted stock units. DEUs are not paid out unless and until the related restricted stock units vest.
This use of 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 twenty-five percent (25%) of the grant date fair
value of each NEO’s LTIP award granted in 2019 consisted of performance-based cash incentive units granted under the Cash
Incentive Plan, based on, and subject to, the following terms:
|
§
|
Three-year performance period;
|
|
§
|
The value of each cash incentive unit, initially awarded at $100 per unit, increases or decreases to reflect the TSR of Selective
common stock over the three-year performance period for the award; and
|
|
§
|
The number of cash incentive units ultimately earned increases or decreases based on the performance criteria in the following
table:
|
Matrix
of Potential Performance-Based Cash Incentive Unit Payouts
|
(as a % of Initial Award Value)
|
|
|
|
>=80%
|
|
|
|
100
|
%
|
|
|
108
|
%
|
|
|
117
|
%
|
|
|
125
|
%
|
|
|
133
|
%
|
|
|
142
|
%
|
|
|
150
|
%
|
|
|
|
70
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
108
|
%
|
|
|
117
|
%
|
|
|
125
|
%
|
|
|
133
|
%
|
|
|
142
|
%
|
Cumulative 3-Year
|
|
|
60
|
%
|
|
|
72
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
108
|
%
|
|
|
117
|
%
|
|
|
125
|
%
|
|
|
133
|
%
|
Statutory Net
|
|
|
50
|
%
|
|
|
58
|
%
|
|
|
72
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
108
|
%
|
|
|
117
|
%
|
|
|
125
|
%
|
Premium Growth
|
|
|
40
|
%
|
|
|
44
|
%
|
|
|
58
|
%
|
|
|
72
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
108
|
%
|
|
|
117
|
%
|
Relative to Peer
|
|
|
30
|
%
|
|
|
30
|
%
|
|
|
44
|
%
|
|
|
58
|
%
|
|
|
72
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
108
|
%
|
Index
|
|
|
<=20
|
%
|
|
|
0
|
%
|
|
|
30
|
%
|
|
|
44
|
%
|
|
|
58
|
%
|
|
|
72
|
%
|
|
|
86
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
<=20
|
%
|
|
|
30
|
%
|
|
|
40
|
%
|
|
|
50
|
%
|
|
|
60
|
%
|
|
|
70
|
%
|
|
|
>=80
|
%
|
|
|
|
Cumulative 3-Year Statutory Operating Return on Policyholder Surplus
|
|
|
|
Relative to Peer Index
|
In establishing the peer group (the “Cash Incentive Unit
Peer Group”) for 2019 to compare performance and determine the ultimate number of performance-based cash incentive units
earned, the SEBC strived to include companies that have a similar mix of products, operate in the same geographic regions, have
similar premium volume, and distribute their products through independent agents. The Cash Incentive Unit Peer Group differs from
the Proxy Peer Group, as the Proxy Peer Group also includes companies with which we compete for executive talent. The Cash Incentive
Unit Peer Group consists of the following companies:
§ Auto-Owners
Insurance Group
§ Cincinnati
Financial Corporation
§ CNA
Financial Corporation
§
Donegal Insurance Group
§
Erie Indemnity Company
§ The
Hanover Insurance Group, Inc.
|
§
Liberty Mutual Group Inc.
§ State
Auto Financial Corporation
§ United
Fire Group, Inc.
§
Utica National Insurance Group
§
Westfield Group
|
Timing of LTIP Awards
LTIP awards are generally granted each year following the release
of Selective’s year-end earnings results.
2016 Long-Term Incentive Program Award Grant Results
The following table summarizes the achievement of the performance
metrics for the 2016 LTIP award grants and the corresponding payout in 2019:
Performance Metrics
|
Actual Performance Versus Performance Metrics
|
Percentage Achieved
|
2016 Grant Results
|
|
|
Restricted Stock Units
Generate a cumulative non-GAAP operating ROE of at
least 12% (computed by excluding from the determination of average equity any unrealized gain occurring after December 31,
2015), or achieve a 5% cumulative growth in policy count or statutory NPW at any calendar year end during the performance period.
|
Achieved 5% cumulative growth of NPW
|
100%(1)
|
Cash
Incentive Units(2)
Cumulative TSR over the three-year performance period,
and cumulative three-year statutory NPW growth and statutory operating return on policyholder surplus relative to peer index for
the period of January 1, 2016 to December 31, 2018.
|
Achieved a TSR factor of 89.31%, a statutory operating return on policyholder surplus of 41%, and NPW growth of 21%
|
183% of units at $89.31(3)
|
(1) The
5% cumulative growth in statutory NPW was achieved for the performance period, resulting in 100% payout of the Restricted Stock
Units.
(2) Cash
incentive unit awards are denominated in units with an initial value of $100. For 2016 awards, appreciation or depreciation was
based on TSR, which is determined using the change in Selective’s common stock price and reinvested dividends over the three-year
performance period for the award. The number of 2016 units ultimately earned was based on: (i) cumulative three-year statutory
NPW growth relative to the Cash Incentive Unit Peer Group index; and (ii) cumulative three-year operating return on policyholder
surplus relative to this peer group index.
(3) Performance
results exceeded the maximum levels; 200% was the maximum payout for the 2016 Cash Incentive Units.
2019 COMPENSATION
ACTIONS FOR THE CEO AND OTHER NEOS
In making its 2019 base salary, ACIP, and LTIP compensation
decisions for Mr. Murphy and the other NEOs, the SEBC considered each NEO’s overall and individual accomplishments and
contributions. The required achievement of pre-determined financial and strategic goals limits the ACIP and LTIP components of
our compensation program. We structure our reward programs to retain and motivate our best-performing employees and those in critical
positions. In balancing our strategic results achieved with ongoing price competition, the SEBC made the following compensation
decisions for 2019:
|
o
|
Base salary was increased 4%;
|
|
o
|
ACIP payment for 2019 was 26% higher than his 2018 ACIP payment;
|
|
o
|
LTIP award granted in 2019 was 5% higher than his award granted in the previous year, excluding his Retention Grant (55% higher
including his Retention Grant); and
|
|
o
|
Total compensation, including salary, ACIP payment, and LTIP award, excluding his Retention Grant, was 13.6% higher for 2019
compared to 2018 (33% higher including his Retention Grant).
|
As CEO, during 2019, Mr. Murphy was ultimately responsible
for the achievement of all financial, strategic, and investment goals. Accordingly, in making its 2019 compensation decisions for
Mr. Murphy, the SEBC considered our overall corporate performance, as previously detailed in this Compensation Discussion
and Analysis under the section entitled “2019 Corporate Performance Highlights,” and a comprehensive written performance
appraisal completed by non-employee members of Selective’s Board of Directors.
Based on the degree of achievement of the Corporate ACIP measures
and the factors noted above in the 2019 Corporate Performance Highlights, the SEBC determined that Mr. Murphy’s 2019
ACIP payment would be set at 272% of base salary. The SEBC also considered Mr. Murphy’s long-standing superior leadership
in achieving exceptional and sustained financial and operating performance, his role in the successful transition of the CEO responsibilities
to Mr. Marchioni, and the historical positioning of his compensation relative to peers, which has ranged from below the peer
median, to modestly above the peer median, even during periods of outstanding performance.
The SEBC determined that Mr. Murphy’s ACIP payment
was appropriate and consistent with Selective’s pay-for-performance philosophy and that it reinforces our long history of
linking pay and performance.
Our other NEOs were also critical in executing Selective’s
2019 strategic goals and key accomplishments. In light of these accomplishments, the SEBC made the following compensation decisions
for the other NEOs:
|
§
|
Base salaries for Messrs. Marchioni, Wilcox and Lanza were increased in 2019 by 5%, 4%, and 2%, respectively;
|
|
§
|
The ACIP payment for 2019, compared to the ACIP payment for 2018, for: (i) Mr. Marchioni increased by 27%; (ii) Mr. Wilcox
increased by 30%; and (iii) Mr. Lanza increased by 43%;
|
|
§
|
LTIP awards granted in February 2019, compared to LTIP awards granted in February 2018, for: (i) Mr. Marchioni
increased by 8%; and (ii) Messrs. Wilcox and Lanza did not increase; and
|
|
§
|
Total compensation, including base salary, ACIP payments, and LTIP awards, for Messrs. Marchioni, Wilcox, and Lanza increased
by 16%, 13%, and 16%, respectively, compared to total compensation
for 2018.
|
In making 2019 compensation decisions for the other NEOs, the
SEBC considered the following for each NEO:
Mr. Marchioni
– As our President and Chief Operating Officer during 2019, Mr. Marchioni was responsible for our Insurance Operations,
Strategy, Actuarial, Human Resources, Marketing, Information Technology, Finance, and Legal areas. Mr. Marchioni played
a key role in developing strategies that enhance profitability, growth, and competitive strength, including managing agency relations,
claims, underwriting, customer service, and all regional operations. In 2019, Mr. Marchioni directly oversaw Messrs. Wilcox
and Lanza, as well as their respective areas of responsibility, consistent with our focus on leadership development. During 2019,
Mr. Marchioni was elected to the Board and also served as a member of our key management committees.
In 2019, Mr. Marchioni played a key role in executing on
our Strategic Business Plan Framework and had primary responsibility for the achievement of the 2019 Corporate ACIP strategic measures,
and many of his accomplishments are closely tied to these measures. Under Mr. Marchioni’s leadership, our Insurance
Operations continued to focus on granular pricing and sophisticated underwriting, as well as significant improvement in claims
outcomes, that we believe give us a competitive advantage. Mr. Marchioni’s major contributions in 2019 included:
|
§
|
Producing a combined ratio of 93.7%, on a GAAP basis in 2019, compared to Conning, Inc.’s expected 2019 U.S. property
and casualty insurance industry statutory combined ratio of 96.8%6;
|
|
§
|
Increasing overall NPW by 7% and commercial lines NPW by 8% in 2019 compared to 2018;
|
|
§
|
Achieving 3.6% in overall standard lines renewal pure price increases, with 3.4% in standard commercial lines and 5.0% in standard
personal lines, while maintaining high retention rates of 83% for standard commercial lines and standard personal lines;
|
|
§
|
Achieving 4.0% in renewal pure price increases in our excess and surplus lines business;
|
|
§
|
Restructuring the senior management of our Insurance Operations, establishing a Chief Innovation Officer position to spearhead
the development of solutions to serve the needs of our customers and agents, appointing a new Chief Information Officer, and the
hiring and on-boarding of a new Chief Claims Officer.
|
|
§
|
Enhancing recruiting, talent development, and workforce planning programs for key roles;
|
|
§
|
Achieving an improved score, 8.8 out of 10, on an independently administered agency satisfaction survey;
|
|
§
|
Expanding the implementation of our diversity and inclusion plan for staff and the development of a strategy for collaboration
with distribution partners to serve diverse markets;
|
|
§
|
Continuing to execute on a multi-year plan to modernize our key information technology systems;
|
|
§
|
Expanding customer service capabilities including enhanced interactive voice response, adding live chat functionality, expanding
Customer Service Center operation hours, deploying contextual messaging, and centralizing customer preference management;
|
|
§
|
Developing and launching a technology platform to help distribution partners analyze their overall portfolio of customers;
|
|
§
|
Exceeding expectations for business written as part of our recent Southwest region expansion; and
|
|
§
|
Increasing net investment income, after tax, by 13% for 2019 compared to 2018, driven by strong cash flow from operations that
was 18% of NPW, $106 million in net proceeds from our 5.375% Senior Notes issuance, and active portfolio management.
|
Based on the degree of achievement of the Corporate ACIP Measures
and the factors noted above, the SEBC approved Mr. Murphy’s recommendation that Mr. Marchioni’s 2019 ACIP
payment be set at 226% of base salary. This compares to his initial ACIP opportunity range of 0-275% of base salary.
6Source: ©2020 Conning, Inc. Used with
permission.
Mr. Marchioni’s ACIP payment for 2019 was 27% higher
than his 2018 ACIP payment. We believe his 2019 ACIP award aligns with our pay-for-performance philosophy that is intended to
reward and retain key performers in critical positions.
Mr. Wilcox
– In addition to his general management responsibility as a member of the executive management team, Mr. Wilcox, as
Executive Vice President and Chief Financial Officer, has primary responsibility for all financial matters, including financial
accounting, SEC reporting, investor relations, tax, capital and capital management planning, treasury, billing, investments, enterprise
risk management, reinsurance, financial planning, and contracts and procurement. Mr. Wilcox’s major contributions in
2019 included:
|
§
|
A $300 million institutional market 5.375% Senior Notes offering;
|
|
§
|
Coordinating implementation of a solar facility at the corporate headquarters;
|
|
§
|
Entering into a new line of credit that expands our borrowing capacity, with improved pricing terms;
|
|
§
|
Evaluating and implementing several new investment mandates to enhance book yield while managing interest rate, credit, and
liquidity risk;
|
|
§
|
Successfully renewing our major reinsurance treaties to best position us to compete in the primary market;
|
|
§
|
Continuing development of billing system enhancements and general ledger interface;
|
|
§
|
Monitoring and managing the annual budget and forecasting processes;
|
|
§
|
Evaluating the vendor management process and enhancing the related diversity initiative;
|
|
§
|
Continuing analysis of peer trends and developments in InsurTech, including establishment of an InsurTech investment committee
and allocation;
|
|
§
|
Implementing streamlined treasury processes;
|
|
§
|
Continuing to implement an investor relations strategy by maintaining engagement with analysts, investors, and bankers, and
participating in investor conferences and roadshows;
|
|
§
|
Strengthening relationships with rating agencies; and
|
|
§
|
Implementing commercial and personal lines peer financial analysis and assessing strategic implications.
|
Based on the degree of achievement of the Corporate ACIP Measures
and the factors noted above, the SEBC approved Messrs. Murphy and Marchioni’s recommendation that Mr. Wilcox’s
2019 ACIP payment be set at 193% of his base salary. This compares to his initial ACIP payment opportunity range of 0-250% of base
salary.
Mr. Wilcox’s ACIP payment for 2019 was 30% higher
than his 2018 ACIP. We believe his 2019 ACIP award aligns with our pay-for-performance philosophy that is intended to reward and
retain key performers in critical positions.
Mr. Lanza
– In addition to his general management responsibility as a member of the executive management team, Mr. Lanza, as Executive
Vice President, General Counsel and Chief Compliance Officer, has primary responsibility for all legal, corporate governance, government
affairs, state filings, regulatory, and compliance matters. Mr. Lanza’s major 2019 contributions were:
|
§
|
Providing legal advice, counsel, and oversight of the development of InsurTech-related products and other InsurTech-related
initiatives;
|
|
§
|
Providing legal advice and counsel to complete a $300 million institutional market 5.375% Senior Notes offering;
|
|
§
|
Providing legal support of implementation of a solar facility at the corporate headquarters;
|
|
§
|
Providing legal counsel related to entering a new line of credit that expands our borrowing capacity, with improved pricing
terms;
|
|
§
|
Providing timely and appropriate legal advice on targeted underwriting actions to improve commercial loss ratio mix and achieve
renewal and new business targets;
|
|
§
|
Developing policy positions and achieving meaningful progress on key legislative, regulatory and legal matters including National
Flood Insurance Program Reauthorization and Terrorism Risk Insurance Program Reauthorization;
|
|
§
|
Providing guidance and support with regard to integration issues and advancing advocacy positions with industry trade groups
and associations;
|
|
§
|
Providing timely and appropriate counsel in support of the corporate brand refresh and various customer experience initiatives;
|
|
§
|
Providing significant counsel on the execution of corporate, tax, and investment transactions, including providing legal review
of several new investment mandates to enhance book yield while managing interest rate, credit, and liquidity risk;
|
|
§
|
Providing significant counsel to management and the Board on corporate governance, regulatory compliance, data and information
governance, and disclosure matters;
|
|
§
|
Providing continued advice, counsel, and leadership on strategic framework initiatives related to corporate communications,
human resources, and succession planning;
|
|
§
|
Providing advice, counsel, and leadership on real estate initiatives, including Innovation Lab, and redevelopment and community
outreach projects; and
|
|
§
|
Providing ongoing counsel to the claims operations on large loss, complex claims and extra-contractual matters, utilization
of staff counsel and panel counsel, alternative fee arrangements, and operational metrics.
|
Based on the degree of achievement of the Corporate ACIP Measures
and the factors noted above, the SEBC approved Messrs. Murphy and Marchioni’s recommendation that Mr. Lanza’s
2019 ACIP payment be set at 150% of base salary. This compares to his initial ACIP payment opportunity range of 0-150% of base
salary.
Mr. Lanza’s 2019 ACIP payment was 43% higher than
his 2018 ACIP payment. This award aligns with our pay-for-performance philosophy that is intended to reward and retain key performers
in critical positions.
PERQUISITES
NEO perquisites in 2019 were limited to tax preparation services,
which is a prevailing industry practice. Messrs. Murphy, Marchioni, and Lanza used tax preparation services in 2019 and were
reimbursed $5,000, $5,000, and $3,000, respectively. Mr. Lanza also received a modest cash service award.
RECOUPMENT OF AWARDS
The Board has adopted an incentive-based compensation recoupment
policy under which the Board, after the recommendation of the SEBC, may require the return, repayment, or forfeiture of any cash
or equity-based incentive compensation payment or award made or granted to any current or former “Senior Officer” (defined
below) during the three completed fiscal years immediately preceding the date of either of the following:
|
§
|
A required restatement of Selective’s financial statements due to material noncompliance with any financial reporting
requirement under the federal securities laws regardless of the Senior Officer’s culpability in such restatement; or
|
|
§
|
A required restatement of a performance measure – a financial or operating metric used formulaically or considered by
the SEBC in determining performance-based compensation – in which the fraud or willful misconduct of the Senior Officer was
a significant contributing factor in causing the restatement.
|
“Senior Officer” means any person designated by
the Board as an “officer” for purposes of Section 16 of the Exchange Act, the Chief Accounting Officer, and any
other officer who reports directly to the CEO.
The amount of cash or equity-based incentive-based compensation
payment or award required to be returned, repaid, or forfeited shall be the amount by which the Senior Officer’s original
incentive payment or award for the relevant period exceeded all incentive payment or award calculated on the restated results,
determined on an after-tax basis assuming that the Senior Officer was taxable at the highest federal, state, and local marginal
income tax rates.
The Board shall make all determinations about the application
and operation of the policy in its sole discretion, taking into account the recommendation of the SEBC, and all such determinations
shall be final and binding. The Board and the SEBC have the right to use reasonable efforts to recover any amounts determined under
this policy to be excess incentive-based compensation. This policy (i) applies to all incentive-based compensation granted
after March 1, 2020, and (ii) is to be interpreted and amended to be consistent with any applicable rules or regulations
adopted by the SEC or the NASDAQ Stock Market as contemplated by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform
and Consumer Protection Act, or any other applicable law.
RETIREMENT AND
DEFERRED COMPENSATION PLANS
Selective Insurance Company of America (“SICA”),
a wholly-owned subsidiary of Selective, employs all of our personnel, including all of the NEOs. We strive to provide a competitive
retirement benefit program that allows us to attract and retain talent for the organization. This includes a defined contribution
program, including a nonqualified defined contribution deferred compensation plan (“Deferred Compensation Plan”) for
certain of our officers and highly compensated employees, including the NEOs, and depending on date of hire, a defined benefit
pension program, including a nonqualified supplemental pension plan for certain of our officers and highly compensated employees,
in which all of the NEOs participate (other than Mr. Wilcox, whose employment commenced on January 1, 2017). These plans
are consistent with benefits provided by many of the companies with which we compete for executive talent.
SICA offers a tax-qualified defined contribution plan named
the Selective Insurance Retirement Savings Plan (the “Retirement Savings Plan”) for employees, including the NEOs,
who meet eligibility requirements. Participants could contribute up to 50% of their eligible compensation to the Retirement Savings
Plan, up to $19,000 in 2019. Under the Retirement Savings Plan, participant contributions are matched at 100% of the employee’s
salary deferrals up to 3% of the employee’s eligible compensation, and at 50% of the employee’s salary deferrals above
3%, up to 6% of the employee’s eligible compensation, subject to limitations under the Code. Participants turning age of
50 or over during the year, including certain of the NEOs, were eligible in 2019 to make an additional catch-up salary deferral
contribution to the Retirement Savings Plan under the Code.
The Retirement Income Plan and the related supplemental pension
plan, discussed further below, were amended to cease accrual of additional benefits under these plans effective as of March 31,
2016. In connection with the curtailment of the Retirement Income Plan, all eligible participants in the Retirement Savings Plan,
including the NEOs, began receiving a non-elective contribution of 4% of base salary to their accounts under the Retirement Savings
Plan, subject to limitations under the Code.
Under the Deferred Compensation Plan, certain executives and
employees, including the NEOs, may, subject to certain limitations, defer: (i) up to 50% of their base salary; (ii) up
to 100% of their annual bonus (subject to certain limitations to provide for required tax withholding); and/or (iii) all
or a percentage of such other compensation as otherwise designated by the administrator of the Deferred Compensation Plan. To
compensate for the Code’s limitations on SICA’s matching contributions for the NEOs under the Retirement Savings Plan,
SICA matched our NEOs’ contributions to the Deferred Compensation Plan in 2019 as follows: 100% of each NEO’s salary
deferrals to the Retirement Savings Plan and the Deferred Compensation Plan up to 3% of the employee’s base salary, and
50% of the NEO’s salary deferrals to the Retirement Savings Plan and the Deferred Compensation Plan above 3%, up to 6% of
the NEO’s base salary, less any matching contributions to the Retirement Savings Plan. Additionally, to the extent that
non-elective contributions to the Retirement Savings Plan are limited due to the provisions of the Code and the Retirement Savings
Plan, non-elective contributions of 4% of base salary are made by SICA to participants’ Deferred Compensation Plan accounts.
Additional information regarding the Deferred Compensation Plan is included in the section entitled, “Nonqualified Deferred
Compensation” of this Proxy Statement.
SICA also has maintained a non-contributory defined benefit
pension program consisting of a tax-qualified defined benefit pension plan, the Retirement Income Plan, and a nonqualified supplemental
pension plan for certain executives and employees. The accrual of additional benefits under the pension program ceased as of March 31,
2016. The pension program is more fully described in the section entitled, “Pension Benefits” of this Proxy Statement.
In addition, SICA maintains health and welfare benefit plans
in which eligible employees, including the NEOs, participate.
EMPLOYMENT AGREEMENTS
SICA has entered into employment agreements with its key executive
officers, including the NEOs, each of which provide for severance in the event of termination: (i) due to death or disability;
(ii) without “Cause”7; (iii) due to resignation for “Good Reason”8
by (A) the CEO at any time, or (B) other executives within two years following a change in control; (iv) due to
resignation of the NEO within two years of the company first imposing a requirement, without the consent of the NEO, that relocates
the NEO’s business location more than 50 miles; and (v) without Cause or without Good Reason within two years following
a change in control. The SEBC believes that these agreements are important for recruitment and retention of key executives and
was advised by its Compensation Consultant that the terms of these agreements were market competitive within our peer group when
they were executed. In the event of a change in control, uncertainty may arise among our key executives as to their continued
employment after or in connection with such event, which may result in the departure or distraction of our key executives. The
purpose of the employment agreements is to retain our key executives, and reinforce and encourage their continued attention and
dedication during such a potentially critical time, even if they fear that their position will be terminated after or in connection
with the change in control.
With respect to severance payments, outstanding awards under
our stock and cash plans, and continued insurance coverages or reimbursement for such coverage, the change in control provisions
of the employment agreements are triggered if the executive’s employment is terminated without Cause or without Good Reason
within two years following a change in control. This double trigger ensures such a payout does not automatically occur upon a change
in control only. The employment agreements are described in the section entitled, “Employment Agreements and Potential Payments
upon Termination or Change in Control” of this Proxy Statement. This section includes information on multipliers used in
calculating the severance payment and duration of benefit coverage (or reimbursement for the cost of such coverages) provided to
individual executives upon termination. We believe these multipliers are consistent with the level and value of the position to
the organization. SICA’s current employment agreements do not contain excise tax gross-up provisions.
7 “Cause” is defined in the
employment agreements, but generally means the executive: (i) was convicted of or pled guilty to a felony; (ii) breached a
material provision of the executive’s employment agreement; or (iii) engaged in misconduct which constitutes fraud in
the performance of the executive’s duties and obligations to the company.
8 “Good Reason” is defined in the
employment agreements, but generally means: (i) a material reduction in salary; (ii) a material negative change in the
executive’s benefits; (iii) a material reduction of the executive’s position, duties, responsibilities, and
status with the company or material negative change in title or office; (iv) requiring the executive to be based at a
location in excess of 50 miles from the location of the executive’s office prior to a change in control; (v) failure of
a counterparty to a transaction resulting in a change in control to assume the employment agreement; or (vi) a breach of the
employment agreement by SICA within two years after a change in control.
TAX TREATMENT
AND ACCOUNTING
Code Section 162(m) generally disallows a federal
income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive
officer, chief financial officer and the other NEOs. While the SEBC considers the deductibility of awards as one factor in determining
executive compensation, the SEBC also considers the other goals of our executive compensation program in making its compensation
decisions, and retains the flexibility to award compensation that it believes to be in the best long-term interests of Selective,
even if the awards may not be fully deductible under Code Section 162(m).
For taxable years commencing before January 1, 2018, compensation
paid pursuant to a stockholder-approved plan that otherwise qualified as “performance-based compensation” under Section 162(m) was
exempt from the annual $1 million deduction limitation. The Tax Cuts and Jobs Act of 2017 (“Tax Reform”) eliminated
the performance-based compensation exception for taxable years commencing after December 31, 2017. Under Tax Reform transition
relief, compensation provided under a written binding contract in effect on November 2, 2017 that is not materially modified
after that date continues to be subject to the performance-based compensation exception of Section 162(m), as previously in
effect. The performance-based compensation exception, however, generally will not be available for new awards of compensation granted
after November 2, 2017. As a result, most of the compensation payable to our NEOs in excess of $1 million per person in a
year will not be fully deductible.
Awards to NEOs made in 2019 were granted under two performance-based
stockholder approved plans: (i) the Omnibus Stock Plan; and (ii) the Cash Incentive Plan. These grants were made after
the November 2, 2017 date, and therefore are not eligible for the performance-based compensation exception. However, we believe
that certain compensation paid to NEOs in 2019 under the Omnibus Stock Plan is deductible under the Section 162(m) transition
rules, as such compensation was designed to meet the performance-based compensation exemption under Section 162(m), paid in
satisfaction of awards made on or prior to November 2, 2017, and has not been materially modified since that time.
GAAP requires compensation expense to be measured on the income
statement for all stock-based payments at grant date fair value for equity instruments (including employee stock options and restricted
stock unit awards) and at market value on the date of vesting for liability instruments (including cash incentive unit awards).
The SEBC has considered the impact of GAAP on our use of stock-based compensation as a retention tool. The SEBC has determined
that the current estimated costs of continuing to use stock-based compensation relative to the benefits they provide are appropriate
and do not warrant any change to our current incentive framework.
We have designed our compensation programs and awards to executive
officers to comply with the provisions of Section 409A of the Code, where applicable. For example, payments that are subject
to Section 409A of the Code and made to our executive officers under our nonqualified deferred compensation plans on account
of the executives’ separation from service are not payable before the first day of the seventh month following the date of
separation from service if the executives are “specified employees” under Section 409A of the Code.
SUMMARY
COMPENSATION TABLE
The following Summary Compensation Table reflects the compensation
earned by or paid to the NEOs during 2019, 2018, and 2017.
Name and Principal
Position
|
Year
|
Salary
($)(3)
|
Bonus
($)(4)
|
Stock
Awards
($)(5)
|
Non-Equity
Incentive Plan
Compensation
($)(7)
|
Change
in Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(8)
|
All
Other
Compen-
sation
($)(9)
|
Total
($)
|
Gregory
E. Murphy
Executive Chairman and
Former CEO(1)
|
2019
2018
2017
|
992,308
950,000
950,000
|
300,000
|
3,100,093(6)
2,000,019
1,750,008
|
2,700,000
2,150,000
1,900,000
|
1,065,006
(239,277)
697,922
|
87,854
85,450
83,827
|
7,945,261 4,946,192 5,681,757
|
John
J. Marchioni
President and CEO(2)
|
2019
2018
2017
|
842,308
800,000
800,000
|
110,000
|
1,264,482
1,167,500
1,015,885
|
1,900,000
1,500,000
1,440,000
|
326,606
(124,457)
184,195
|
75,104
73,200
68,308
|
4,408,500 3,416,243 3,618,388
|
Mark
A. Wilcox
Executive Vice President,
Chief Financial Officer
|
2019
2018
2017
|
621,156
600,002
588,464
|
|
778,147
778,352
773,986
|
1,200,000
925,000
900,000
|
0
0
0
|
52,152
38,000
145,925
|
2,651,455 2,341,354 2,408,375
|
Michael
H. Lanza
Executive Vice President,
General Counsel and
Chief
Compliance Officer
|
2019
2018
2017
|
548,462
540,000
540,000
|
|
500,003
500,034
450,023
|
825,000
575,000
600,000
|
147,514
(48,381)
88,403
|
49,732
49,075
45,977
|
2,070,711 1,615,728 1,724,403
|
(1) Mr. Murphy
served as our Chairman and CEO until February 1, 2020.
(2) Mr. Marchioni
served as our President and Chief Operating Officer until February 1, 2020, when he was appointed President and CEO.
(3) Amount
may differ from base salary rate due to payroll payment schedule.
(4) Amounts
in this column reflect discretionary cash bonus awards paid to Messrs. Murphy and Marchioni in 2017.
(5) This
column reflects the aggregate grant date fair value of the 2019, 2018, and 2017 grants of performance-based restricted stock unit
awards, and 2019, 2018, and 2017 grants of performance-based cash incentive unit awards. The grants of performance-based restricted
stock units were made pursuant to the Omnibus Stock Plan. Such units vest three years from the date of grant, conditioned upon
the attainment of certain predetermined performance goals. Grants of performance-based cash incentive unit awards were made pursuant
to the Cash Incentive Plan. Such units vest at the payment date, which is as soon as practicable in the calendar year following
the end of the calendar year coincident with the end of the three-year performance period. The value of each cash incentive unit
initially awarded increases or decreases to reflect TSR on Selective common stock over the three-year performance period for the
award. For the 2019, 2018, and 2017 performance-based cash incentive unit awards, the number of cash incentive units ultimately
earned increases or decreases based on: (i) cumulative three-year statutory NPW growth relative to the Cash Incentive Unit
Peer Group; and (ii) cumulative three-year statutory operating return on policyholder surplus relative to the Cash Incentive
Unit Peer Group. Restricted stock unit and cash incentive unit awards are generally subject to forfeiture should the grantee resign
or be terminated for cause prior to vesting. However, restricted stock unit and cash incentive unit awards granted to Messrs. Murphy
and Lanza will vest upon attainment of the performance condition only, as they have achieved early retirement eligibility.
The grant date fair values for the performance-based restricted
stock unit and performance-based cash incentive unit awards granted to the NEOs are as follows:
Name
|
Year
|
Performance-Based
Restricted Stock Units ($)
|
Performance-Based
Cash Incentive Units ($)
|
Gregory E. Murphy
|
2019
2018
2017
|
2,575,093
1,500,019
1,312,508
|
525,000
500,000
437,500
|
John J. Marchioni
|
2019
2018
2017
|
939,482
867,500
753,385
|
325,000
300,000
262,500
|
Mark A. Wilcox
|
2019
2018
2017
|
578,147
578,352
573,986
|
200,000
200,000
200,000
|
Michael H. Lanza
|
2019
2018
2017
|
375,003
375,034
337,523
|
125,000
125,000
112,500
|
The aggregate grant date fair value reported in this column
assumes the following: (i) the predetermined performance goals for the restricted stock unit grants are probable of being
attained; (ii) initial per unit values for the cash incentive unit awards of $100; and (iii) a 100% peer group unit multiplier
for cash incentive unit awards. For further discussion of the fair value calculation of the awards in this column, please refer
to Note 15 to the consolidated financial statements in Selective’s Annual Report on Form 10-K for the year ended December 31,
2019. The maximum value assuming the highest level of performance conditions for the performance-based restricted stock units are
consistent with the amounts above. Although the maximum number of performance-based cash incentive units potentially issuable is
150% of the original grant for the 2017, 2018 and 2019 grants, the ultimate maximum value of the 2017, 2018, and 2019 grants cannot
be determined due to the fact that, as stated above, the initial value of each unit is adjusted based on the TSR of Selective common
stock over the grant’s three-year performance period, the maximum value of which is not determinable at this time.
(6) This
amount also includes Mr. Murphy’s Retention Grant, $1,000,054 of time-based restricted stock units awarded to him on
November 1, 2019 in conjunction with his transition to Executive Chairman. The Retention Grants vests on February 1,
2021.
(7) Amounts
in this column are annual cash incentive plan awards to the NEOs earned in 2019 and paid in 2020, earned in 2018 and paid in 2019,
and earned in 2017 and paid in 2018. These awards were granted under the Cash Incentive Plan.
(8) Amounts
in this column reflect the actuarial increase in the present value of each NEO’s pension benefits under all defined benefit
pension plans of SICA, determined using the same interest rate and mortality assumptions as those used for financial statement
reporting purposes. There were no changes to the benefit formulas under the defined pension benefit plans in 2019, as the plans
were amended to cease further accruals effective as of March 31, 2016. The changes in pension values reported in this column
are primarily attributable to a decrease in the discount rate used to calculate present value and the use of the most-recently
released mortality tables. There were no above-market or preferential earnings on deferred compensation under SICA’s nonqualified
deferred compensation program.
(9) For
2019, amounts in this column for each NEO reflect the following (amounts in this footnote may not exactly match the figures in
the Summary Compensation Table due to rounding):
|
§
|
Mr. Murphy: $32,054 of company matching contributions and $27,000 of non-elective contributions to his Deferred Compensation
Plan account, $12,600 of company matching contributions and $11,200 of nonelective contributions to his 401(k) plan account,
and $5,000 for tax preparation services.
|
|
§
|
Mr. Marchioni: $25,304 of company matching contributions and $21,000 of non-elective contributions to his Deferred Compensation
Plan account, $12,600 of company matching contributions and $11,200 of nonelective contributions to his 401(k) plan account,
and $5,000 for tax preparation services.
|
|
§
|
Mr. Wilcox: $15,352 of company matching contributions and $13,000 of non-elective contributions to his Deferred Compensation
Plan account, and $12,600 of company matching contributions and $11,200 of non-elective contributions to his 401(k) plan account.
|
|
§
|
Mr. Lanza: $12,081 of company matching contributions and $10,600 of non-elective contributions to his Deferred Compensation
Plan account, $12,600 of company matching contributions and $11,200 of nonelective contributions to his 401(k) plan account,
$3,000 for tax preparation services and $252 related to a service award.
|
GRANTS OF PLAN-BASED AWARDS
The following table shows the grants of plan-based awards to
our NEOs in 2019:
Name
|
Grant Date
|
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)
|
Estimated
Future Payouts under Equity Incentive Plan Awards(2)
|
Grant Date Fair Value of Cash Incentive Unit and Restricted Stock Units Awards(4) ($)
|
Cash Incentive Unit Awards(3)
|
Restricted Stock Unit Awards (#)
|
Thres-hold ($)
|
Maximum ($)
|
Thres-hold
(#)
|
Target (#)
|
Max-imum (#)
|
Maximum
(#)
|
Gregory E. Murphy
|
2/4/2019
|
|
|
|
|
|
24,961
|
1,575,039
|
2/4/2019
|
|
|
2,310
|
5,250
|
7,875
|
|
525,000
|
–
|
0
|
3,500,000
|
|
|
|
|
–
|
11/1/2019
|
|
|
|
|
|
14,410(5)
|
1,000,054(5)
|
John J. Marchioni
|
2/4/2019
|
|
|
|
|
|
15,452
|
939,482
|
2/4/2019
|
|
|
1,430
|
3,250
|
4,875
|
|
325,000
|
–
|
0
|
2,337,500
|
|
|
|
|
–
|
Mark A. Wilcox
|
2/4/2019
|
|
|
|
|
|
9,509
|
578,147
|
2/4/2019
|
|
|
880
|
2,000
|
3,000
|
|
200,000
|
–
|
0
|
1,562,505
|
|
|
|
|
–
|
Michael H. Lanza
|
2/4/2019
|
|
|
|
|
|
5,943
|
375,003
|
2/4/2019
|
|
|
550
|
1,250
|
1,875
|
|
125,000
|
–
|
0
|
825,000
|
|
|
|
|
–
|
(1) Amounts
represent minimum and maximum potential ACIP awards under our Cash Incentive Plan for 2019 based on 2019 base salary rates. Maximum
awards reflect the maximum ACIP award established by the SEBC. Actual payouts of the above-referenced awards are included in the
Non-Equity Incentive Plan Compensation column of the
Summary Compensation Table. For information regarding the ACIP,
see the section of the Compensation Discussion and Analysis entitled, “Annual Cash Incentive Program.”
(2) Performance-based
cash incentive unit awards were granted under the Cash Incentive Plan, and performance-based restricted stock unit awards were
granted under the Omnibus Stock Plan. For a description of the material terms of such awards, see the section of the Compensation
Discussion and Analysis entitled, “Elements of Long-Term Compensation.”
(3) The
number of performance-based cash incentive units paid can range from 0-150%, and therefore, the amount payable could be $0. The
threshold selected represents the 30th percentile of the Cash Incentive Unit Peer Group, the target represents the 50th percentile
of the Cash Incentive Unit Peer Group, and the maximum represents greater than or equal to the 80th percentile of the Cash Incentive
Unit Peer Group.
(4) This
column includes the grant date fair value of restricted stock unit awards and cash incentive unit awards with an initial value
of $100 per unit.
(5) This
amount represents Mr. Murphy’s Retention Grant of time-based restricted stock units issued in conjunction with the CEO
transition.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
The following table shows the unvested stock awards of our NEOs
as of December 31, 2019. Our NEOs had no unexercised options as of December 31, 2019:
Name
|
No. of Shares or
Units of Stock That
Have Not Vested
(#)(1)
|
Market Value of
Shares or Units of
Stock That Have Not
Vested ($)
|
Equity Incentive Plan Awards: No.
of Unearned Shares, Units or
Other Rights That Have Not
Vested (#)
|
Equity Incentive Plan Awards: Market or
Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested ($)(8)
|
Gregory E. Murphy
|
35,790(2)
26,673(3)
39,717(4)
|
3,079,601(5)
1,738,808
2,589,135
|
5,000(6)
5,250(7)
|
853,385
852,464
|
John J. Marchioni
|
21,475(2)
16,004(3)
15,635(4)
|
1,847,815(5)
1,043,271
1,019,254
|
3,000(6)
3,250(7)
|
512,031
527,716
|
Mark A. Wilcox
|
16,361(2)
10,669(3)
9,622(4)
|
1,407,823(5)
695,536
627,238
|
2,000(6)
2,000(7)
|
341,354
324,748
|
Michael H. Lanza
|
9,204(2)
6,669(3)
6,013(4)
|
791,930(5)
434,735
392,016
|
1,250(6)
1,250(7)
|
213,346
202,968
|
(1) In the event of a termination of employment
on or after an individual attains Early Retirement Age, as defined under the 2017, 2018, and 2019 restricted stock unit award
agreements (the “Award Early Retirement Age”), holders of performance-based restricted stock unit awards granted
in 2017, 2018, and 2019 are vested in such awards subject only to the attainment of applicable performance measures. The
respective dates upon which each NEO attained, or is anticipated to attain, his Award Early Retirement Age are as follows:
Mr. Murphy, April 11, 2010; Mr. Marchioni, May 28, 2024; Mr. Wilcox, January 2, 2027; and
Mr. Lanza, December 16, 2016.
(2) Reflects
number of performance-based restricted stock units initially granted on February 6, 2017 and the related accrued DEUs, which
were vested and paid on February 6, 2020. Also reflects number of performance-based cash incentive units initially granted
on February 6, 2017 to the NEOs for the three-year performance period ending December 31, 2019. In the event of a termination
of employment on or after an individual’s Award Early Retirement Age, holders of such awards are vested in such awards, with
the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance
measures. Award Early Retirement Age dates for the NEOs are set forth in footnote 1. Settlement of the 2017 cash incentive unit
awards will be made as soon as practicable in the 2020 calendar year, following the determination of the attainment of the applicable
performance measures. The amounts reflected in this column attributable to performance-based restricted stock units and the related
accrued DEUs are as follows: Mr. Murphy, 31,415; Mr. Marchioni, 18,850; Mr. Wilcox, 14,361; and Mr. Lanza,
8,079. The amounts reflected in this column attributable to performance-based cash incentive units are as follows: Mr. Murphy,
4,375; Mr. Marchioni, 2,625; Mr. Wilcox, 2,000; and Mr. Lanza, 1,125.
(3) Reflects
number of performance-based restricted stock units initially granted on February 5, 2018 and the related accrued DEUs: (i) for
which the applicable performance measures were achieved as of December 31, 2018; and (ii) that generally will vest and
be payable on February 5, 2021.
(4) Reflects
number of performance-based restricted stock units initially granted on February 4, 2019 and the related accrued DEUs: (i) for
which the applicable performance measures were achieved as of December 31, 2019; and (ii) that generally will vest and
be payable on February 4, 2022. For Mr. Murphy, this amount also includes his Retention Grant of time-based restricted
stock units issued in conjunction with the CEO transition.
(5) Reflects a $157.21 per unit value for the
February 6, 2017 cash incentive unit grant and maximum performance for this award.
(6) Reflects
number of performance-based cash incentive units initially granted on February 5, 2018 to the NEOs for the three-year performance
period ending December 31, 2020. In the event of a termination of employment on or after an individual’s Award Early
Retirement Age, holders of such awards are vested in such awards, with the initial number of units and the value of each unit
subject to adjustment, based on the attainment of specified performance measures. Award Early Retirement Age dates for the NEOs
are set forth in footnote 1. Settlement of the 2018 cash incentive unit awards will be made as soon as practicable in the 2021
calendar year, following the determination of the attainment of the applicable performance measures.
(7) Reflects
number of performance-based cash incentive units initially granted on February 4, 2019 to the NEOs for the three-year performance
period ending December 31, 2021. In the event of a termination of employment on or after an individual’s Award Early
Retirement Age, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject
to adjustment, based on the attainment of specified performance measures. Award Early Retirement Age dates for the NEOs are set
forth in footnote 1. Settlement of the 2019 cash incentive unit awards will be made as soon as practicable in the 2022 calendar
year, following the determination of the attainment of the applicable performance measures.
(8) The
amounts in this column reflect: (i) a $113.78 per unit value for the February 5, 2018 cash incentive unit grant, and
a $108.25 per unit value for the February 4, 2019 cash incentive unit grant based on the TSR of Selective common stock at
December 31, 2019; and (ii) maximum performance for each of these awards. The performance measures are identified for
the February 4, 2019 grant in the Grants of Plan-Based Awards table.
OPTION EXERCISES AND STOCK VESTED
The following table shows the stock vesting of grants of plan-based
awards by our NEOs in 2019. Our NEOs exercised no stock options in 2019:
|
Stock Awards
|
Name
|
Number of Shares
Acquired on Vesting (#)(1)
|
Value Realized on
Vesting ($)(2)
|
Gregory E. Murphy
|
53,408
|
5,303,996
|
John J. Marchioni
|
31,416
|
3,119,998
|
Mark A. Wilcox
|
-
|
-
|
Michael H. Lanza
|
13,090
|
1,299,999
|
(1) Amounts
in this column include the number of performance-based restricted stock units and the related accrued DEUs that vested in 2019
as well as performance-based cash incentive units paid in 2019. The amounts reflected in this column attributable to performance-based
restricted stock units and the related accrued DEUs are as follows: Mr. Murphy, 38,475; Mr. Marchioni, 22,632; and Mr. Lanza,
9,430. The amounts reflected in this column attributable to performance-based cash incentive units are as follows: Mr. Murphy,
14,933; Mr. Marchioni, 8,784; and Mr. Lanza, 3,660.
(2) Amounts
in this column include the value of performance-based restricted stock units and the related accrued DEUs that vested in 2019 as
well as the amount paid for performance-based cash incentive units in 2019. The amounts reflected in this column attributable to
performance-based restricted stock units and the related accrued DEUs are as follows: Mr. Murphy, $2,477,021; Mr. Marchioni,
$1,457,071; and Mr. Lanza, $607,113. The amounts reflected in the table attributable to performance-based cash incentive units
are as follows: Mr. Murphy, $2,826,975; Mr. Marchioni, $1,662,926; and Mr. Lanza, $692,886.
PENSION BENEFITS
SICA maintains a tax-qualified non-contributory defined benefit
pension plan, the Retirement Income Plan. Many SICA employees, including the NEOs (other than Mr. Wilcox, whose employment
commenced on January 1, 2017) and certain former employees whose employment commenced on or before December 31, 2005,
are eligible to receive benefits under the Retirement Income Plan. SICA also maintains the unfunded Selective Insurance Supplemental
Pension Plan (“SERP”) to provide supplemental benefits to certain executives and other participants in the Retirement
Income Plan equal to the difference between: (i) the benefits payable to these participants under the Retirement Income Plan,
calculated without regard to Code limitations on annual amounts payable under the Retirement Income Plan; and (ii) the actual
benefits payable to these participants under the Retirement Income Plan. The Retirement Income Plan and the SERP were frozen in
the first quarter of 2013, when both plans were amended to cease accrual of additional benefits under these plans for all participants
as of March 31, 2016. Participants as of March 31, 2016 remain entitled to the benefits already earned but have not
earned additional benefits since that date, and no new participants have been admitted to the plans.
The Retirement Income Plan was amended as of July 1, 2002,
to provide for different calculations based on age and company service as of that date. Monthly benefits payable at normal retirement
age under the Retirement Income Plan and SERP for the NEOs are computed as follows. Defined terms used in this section, but not
defined in this Proxy Statement, have the meanings given to them in the Retirement Income Plan.
|
1.
|
If a participant: (i) completed at least five years of Vesting Service on or before July 1, 2002; and (ii) the
sum of a participant’s age and Vesting Service is 55 or more on or before July 1, 2002, a participant’s benefit
is equal to the sum of: (a) 2% of Average Monthly Compensation (base salary), less 1 3/7% of Primary Social Security benefit
multiplied by the number of years of Benefit Service through June 30, 2002 (up to 35 years) reduced by the monthly amount,
if any, of retirement annuity payable under the group annuity contract issued by AXA Equitable Life Insurance Company that was
purchased under a prior terminated defined benefit pension plan, based on Benefit Service as of June 30, 2002, but including
compensation earned after such date; and (b) 1.2% of Average Monthly Compensation multiplied by the number of years of Benefit
Service after June 30, 2002.
|
|
2.
|
If a participant first became eligible for the plan before July 1, 2002, but did not qualify for 1 above, the participant’s
benefit is equal to the greater of: (i) the benefit accrued as of June 30, 2002 equal to 2% of Average Monthly Compensation
less 1 3/7% of Primary Social Security Benefit multiplied by years of Benefit Service reduced by the monthly amount, if any of
retirement annuity payable under the group annuity contract issued by AXA Equitable Life Insurance Company that was purchased under
a prior terminated defined benefit pension plan, based on Benefit Service as of June 30, 2002, but including compensation
earned after such date for purposes of determining the participant’s Average Monthly compensation; and (ii) 1.2% of
Average Monthly Compensation multiplied by years of Benefit Service.
|
|
3.
|
If a participant first became a participant in the plan after July 1, 2002, the benefit is equal to 1.2% of Average Monthly
Compensation multiplied by years of Benefit Service.
|
The earliest retirement age is 55 with 10 years of service or
the attainment of 70 points (age plus years of service). If a participant chooses to begin receiving benefits before his or her
65th birthday, the amount of the monthly benefit will be reduced as follows:
|
§
|
By 1/180th for each complete calendar month for the first 60 months by which the first early retirement benefit payment precedes
the attainment of Normal Retirement Age (age 65);
|
|
§
|
By 1/360th for each complete calendar month for the next 60 months by which the first early retirement benefit payments precede
Normal Retirement Age; and
|
|
§
|
By 40% plus 1/600th per month for each month before age 55.
|
At retirement, participants receive monthly pension payments.
There are four optional forms of payments that can be chosen as alternatives to the normal form of payment, which for a married
participant is an automatic 50% joint and surviving spouse annuity, and for an unmarried participant is a single life annuity.
The following table shows information regarding the pension
benefits of our NEOs. As noted above, based on Mr. Wilcox’s date of hire of January 1, 2017, he is not eligible
to participate in the Retirement Income Plan or the SERP:
Name
|
Early
Retirement
Eligible
|
Plan Name
|
Number of
Years Credited
Service (#)(1)
|
Present Value of
Accumulated
Benefit ($)(2)
|
Payments
During Last
Fiscal Year ($)
|
Gregory E. Murphy
|
Yes
|
Retirement Income Plan
|
34.83
|
1,938,568
|
0
|
|
|
SERP
|
34.83
|
5,460,306
|
0
|
John J. Marchioni
|
No
|
Retirement Income Plan
|
17.25
|
469,526
|
0
|
|
|
SERP
|
17.25
|
760,529
|
0
|
Michael H. Lanza
|
Yes
|
Retirement Income Plan
|
10.67
|
370,180
|
0
|
|
|
SERP
|
10.67
|
353,576
|
0
|
(1) The
Retirement Income Plan imposes a one-year waiting period for plan participation, which year is not included in years of credited
service.
(2) Present
value as of December 31, 2019 is calculated on the basis of Normal Retirement Age of 65 using a 3.33% discount rate. For further
discussion, see Note 14. “Retirement Plans” in Item 8. “Financial Statements and Supplementary Data.” of
Selective’s Annual Report on Form 10-K for the year ended December 31, 2019.
NONQUALIFIED
DEFERRED COMPENSATION
The Deferred Compensation Plan allows participants to defer
receipt of up to 50% of base salary and up to 100% of their annual bonus (subject to certain limitations to provide for required
tax withholding). Participant accounts are credited with a notional rate of return (positive or negative) based on the performance
of investment options selected by the participants from a menu of notional investment options. Participants can elect to schedule
in-service withdrawals or withdrawals upon separation from service.
SICA makes matching contributions to a participant’s Deferred
Compensation Plan account to supplement matching contributions under the Retirement Savings Plan. For 2019, such matching contributions
consisted of 100% of the first 3% of base salary and 50% of the next 3% of base salary deferred to the Retirement Savings Plan
and the Deferred Compensation Plan together, minus any matching contribution made to a participant’s Retirement Savings Plan
account. Effective January 1, 2010, the Deferred Compensation Plan was amended for participants ineligible to participate
in the Retirement Income Plan to provide a non-elective contribution to the extent not made to a participant’s Retirement
Savings Plan account due to the limitations under the Code and the Retirement Savings Plan. The non-elective contribution to the
Deferred Compensation Plan is equal to 4% of a participant’s base salary, minus any non-elective contribution made to the
Retirement Savings Plan. In conjunction with the amendment of the Retirement Income Plan and the SERP to cease accrual of further
benefits under these plans effective as of March 31, 2016, all participants affected by the curtailment, including the NEOs,
became eligible for the nonelective contribution effective April 5, 2013.
The following table shows information regarding nonqualified
deferred compensation of our NEOs:
Name
|
Executive
Contributions
in 2019 ($)(1)
|
Company
Contributions
in 2019 ($)(2)
|
Aggregate
Earnings in
2019 ($)(3)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
December 31,
2019 ($)(4)
|
Gregory E. Murphy
|
49,615
|
59,054
|
378,452
|
0
|
2,607,033
|
John J. Marchioni
|
42,115
|
46,304
|
156,935
|
0
|
908,774
|
Mark A. Wilcox
|
18,635
|
28,352
|
20,831
|
0
|
128,096
|
Michael H. Lanza
|
56,173
|
22,681
|
118,499
|
0
|
620,137
|
(1) Amounts
in this column are attributable to 2019 salary deferred by Messrs. Murphy, Marchioni, Wilcox, and Lanza, and are included
in the Salary column of the Summary Compensation Table.
(2) All
amounts in this column are included in the All Other Compensation column of the Summary Compensation Table.
(3) Amounts
in this column are not included in the Summary Compensation Table because such earnings or losses were not above-market or preferential.
(4) Amounts
in this column include the following aggregate contributions of the NEOs and SICA to the Deferred Compensation Plan in 2019, which
amounts are included in the Summary Compensation Table:
|
§
|
For 2017: Mr. Murphy, $105,377; Mr. Marchioni, $77,004; Mr. Wilcox, $30,254; and Mr. Lanza, $44,627.
|
|
§
|
For 2018: Mr. Murphy, $105,075; Mr. Marchioni, $76,825; Mr. Wilcox, $32,625; and Mr. Lanza, $49,725.
|
|
§
|
For 2019: Mr. Murphy, $108,669; Mr. Marchioni, $88,419; Mr. Wilcox, $46,987; and Mr. Lanza, $78,854.
|
EMPLOYMENT
AGREEMENTS AND POTENTIAL PAYMENTS UPON
TERMINATION OR CHANGE IN CONTROL
SICA entered into amended employment agreements with: (i) Messrs. Murphy
and Lanza as of December 23, 2008; (ii) Mr. Marchioni as of September 10, 2013 in connection with his election
as President and Chief Operating Officer; and (iii) Mr. Wilcox as of January 1, 2017 in connection with his commencement
of employment (collectively, the “Employment Agreements”). See footnote (1) to the following table for information
regarding the current employment agreements of Messrs. Murphy, Marchioni, and Lanza. The following table summarizes the principal
provisions of the Employment Agreements:
Term
|
Initial three-year term, automatically renewed for additional one-year periods unless terminated by either party with written notice.(1)
|
Compensation
|
Base salary.(2)
|
Benefits
|
Eligible to participate in incentive compensation plan, stock plan, 401(k) plan, and any other stock option, stock appreciation right, stock bonus, pension, group insurance, retirement, profit sharing, medical, disability, accident, life insurance, relocation plan or policy, or any other plan, program, policy or arrangement of Selective or SICA intended to benefit SICA’s employees generally.
|
Vacation and Reimbursements
|
Vacation time and reimbursements for ordinary travel and entertainment expenses in accordance with SICA’s policies.
|
Perquisites
|
Suitable offices, secretarial and other services, and other perquisites to which other executives of SICA are generally entitled.
|
Severance
and Benefits on Termination without Change in Control
|
§ For
Cause or Resignation by NEO other than for Good Reason: Salary and benefits accrued through termination date.
§ Death
or Disability: Multiple(3) of: (i) NEOs salary; plus (ii) average of three most recent annual
cash incentive payments; provided that any such severance payments be reduced
by life or disability insurance payments
under policies with respect to which SICA paid premiums, paid in 12 equal installments.
§ Without
Cause by SICA, Relocation of Office over 50 Miles (without NEOs consent), Resignation for Good Reason by CEO:
o Multiple(3) of:
(i) NEOs salary; plus (ii) average of three most recent annual cash incentive payments paid in 12 equal installments.
o Medical,
dental, vision, disability, and life insurance coverage in effect for NEO and dependents until the earlier of specified
period of months(4) following termination or commencement of equivalent benefits from a new employer.
§ Stock
Awards: Except for termination for Cause or resignation by the NEO other than for relocation of office over 50 miles
(without NEOs consent), immediate vesting and possible extended exercise period, as applicable, for any previously granted
stock options, stock appreciation rights, cash incentive units, restricted stock, restricted stock units, and stock
bonuses. Such immediate vesting and possible extended exercise periods shall also apply to a resignation by the CEO for Good
Reason.
|
Severance
and Benefits on Termination after Change in Control
|
For
termination without Cause or resignation for Good Reason by: (i) CEO at any time; or (ii) other NEO within two
years following a Change in Control (as defined in the Employment Agreement), NEO is entitled to:
§ Severance
payment equal to multiple(5) of the greater of: (i) NEOs salary plus target annual cash incentive
payment; or (ii) NEOs salary plus the average of NEOs annual cash incentive payments for the three calendar years
prior to the calendar year in which the termination occurs, paid in lump sum.
§ Medical,
dental, vision, disability, and life insurance coverage in effect for NEO and dependents until the earlier of period of
months(6) following termination or commencement of equivalent benefits from a new employer.
§ Stock
awards, same as above, except that the initial number of cash incentive units is multiplied by 150%.
§ Tax
gross-up payment, if necessary, to offset any excise tax imposed on NEO (other than Messrs. Marchioni and Wilcox,
whose employment agreements do not contain this provision) for such payments or benefits.(7)
|
Release;
Confidentiality and Non-Solicitation
|
§ Receipt
of severance payments and benefits conditioned upon:
o Entry
into release of claims; and
o No
disclosure of confidential or proprietary information, or solicitation of employees to
leave Selective or its subsidiaries
for a period of two years following the termination of the
Employment Agreement, and for Messrs. Marchioni
and Wilcox, assignment of intellectual property rights.
|
|
(1)
|
The Employment Agreements automatically renewed for additional one-year periods on April 25, 2019 for Mr. Murphy,
on September 10, 2019 for Mr. Marchioni, on January 1, 2020 for Mr. Wilcox, and on July 26, 2019 for Mr. Lanza.
Mr. Murphy’s employment agreement was replaced, effective as of February 1, 2020, when he entered into a new employment
agreement in connection with his transition to the role of Executive Chairman. See Selective’s Current Report on Form 8-K,
filed on November 1, 2019, for information regarding Mr. Murphy’s current employment agreement. Mr. Marchioni’s
employment agreement was replaced, effective as of February 1, 2020, when he entered into a new employment agreement in connection
with his transition to the role of President and CEO. See Selective’s Annual Report on Form 10-K for the year ended
December 31, 2019, filed on February 12, 2020, for information regarding Mr. Marchioni’s current employment
agreement. Mr. Lanza’s employment agreement was replaced, effective as of March 2, 2020, when he entered into a
new employment agreement. See Selective’s Current
Report on Form 8-K, filed on March 2, 2020, for information regarding Mr. Lanza’s current employment agreement.
Our NEOs’ current employment agreements do not contain excise tax gross-up provisions.
|
|
(2)
|
As of February 18, 2019, the annual base salaries for the NEOs were as follows: Mr. Murphy, $1,000,000; Mr. Marchioni,
$850,000; Mr. Wilcox, $625,002; and Mr. Lanza, $550,000.
|
|
(3)
|
For Messrs. Murphy and Marchioni, the multiple is two, and for Messrs. Wilcox and Lanza, the multiple is 1.5.
|
|
(4)
|
For Messrs. Murphy and Marchioni, the period is 24 months, and for Messrs. Wilcox and Lanza, the period is 18 months.
|
|
(5)
|
For Messrs. Murphy and Marchioni, the multiple is 2.99, and for Mr. Lanza, the multiple is two. For Mr. Wilcox,
the calculation for the severance payment is 1.5 times the sum of his salary and the average of his annual cash incentive payments
for the three calendar years prior to the calendar year in which the termination occurs.
|
|
(6)
|
For Messrs. Murphy and Marchioni, the period is 36 months, for Mr. Wilcox the period is 18 months, and Mr. Lanza
the period is 24 months.
|
|
(7)
|
Our NEOs’ current employment agreements do not contain excise tax gross-up provisions.
|
The following table shows information regarding payments and
benefits to which our NEOs would be entitled under the terms of the Employment Agreements and the scenarios shown as of December 31,
2019:
Name
|
Resignation(1) or Termination For Cause ($)
|
Retirement ($)(2)
|
Death or Disability ($)(3)
|
Termination without Cause or Resignation with Good Reason ($)(4)
|
Termination Following Change in Control ($)(5)
|
Gregory E. Murphy
|
-
|
8,200,880
|
14,167,547
|
14,191,810
|
27,546,454
|
John J. Marchioni
|
-
|
4,397,167
|
8,990,500
|
9,012,036
|
12,606,890
|
Mark A. Wilcox
|
-
|
3,017,457
|
5,323,710
|
5,350,798
|
5,711,292
|
Michael H. Lanza
|
-
|
1,807,793
|
3,495,293
|
3,521,654
|
4,270,143
|
(1) Other
than a resignation for Good Reason.
(2) This
column includes the value of vested and unvested performance-based restricted stock units granted under the Omnibus Stock Plan
and any related accrued DEUs. These performance-based awards would normally vest upon: (i) achievement of early or normal
retirement eligibility or continuation in service through the end of the applicable performance period; and (ii) the achievement
of the specified performance goals applicable to each such award, and be payable following the end of the applicable three-year
performance period. Restricted stock unit and cash incentive unit awards granted to Messrs. Murphy and Lanza have vested,
but their ultimate payment value will only be determined upon achievement of the performance condition, as each of these NEOs has
attained early retirement eligibility. Also included in this column is the value of performance-based cash incentive units awarded
under the Cash Incentive Plan to the NEOs. The value of such awards is calculated using: (i) the target 100% unit multiplier
for the number of cash incentive units granted; and (ii) the per unit value at December 31, 2019. Under the Cash Incentive
Plan, participants’ awards, including the NEOs’ awards, would fully vest upon achievement of early or normal retirement
eligibility or continuation in service through the end of the payment date and be payable following the end of the applicable three-year
performance period.
(3) This
column includes the value of unvested performance-based restricted stock units granted under the Omnibus Stock Plan and any
related accrued DEUs. In the event of total disability, these performance-based awards would normally vest for all
participants, including the NEOs, upon the achievement of the specified performance goals applicable to each such award, and
be payable following the end of the applicable three-year performance period. In the event of death, these performance-based
awards are immediately vested and payable for all participants, including the NEOs. Also included in this column is the value
of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs. The value of such awards is
calculated using: (i) the target 100% unit multiplier for the number of cash incentive units granted; and (ii) the
per unit value at December 31, 2019. Under the Cash Incentive Plan, participants’ awards, in the event of total
disability, including the NEOs’ awards, would fully vest and be payable following the end of the applicable three-year
performance period. This column also includes the severance payment provided for in each NEO’s Employment Agreement.
Payments in this column will be reduced by life or disability insurance payments under policies for which SICA paid
premiums.
(4) This
column includes the value of unvested performance-based restricted stock units granted under the Omnibus Stock Plan and any related
accrued DEUs. These performance-based awards would normally vest upon: (i) a termination without Cause or Resignation for
Good Reason; and (ii) the achievement of the specified performance goals applicable to each such award, and be payable following
the end of the applicable three-year performance period. Also included in this column is the value of performance-based cash incentive
units awarded under the Cash Incentive Plan to the NEOs. The value is calculated using: (i) the target 100% unit multiplier
for the number of cash incentive units granted; and (ii) the per unit value at December 31, 2019. The awards would fully
vest and be payable following the end of the applicable three-year performance period. Also included in this column are the severance
payment and the value of applicable medical, dental, vision, disability, and life insurance coverages, as provided for in each
respective NEO’s Employment Agreement.
(5) This
column includes the value of unvested performance-based restricted stock units granted under the Omnibus Stock Plan, and any related
accrued DEUs, which would immediately vest and be payable upon a termination of employment following a change in control. This
column also includes the value of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs, all
of which would vest upon a termination of employment following a change in control. The value of such awards is calculated using:
(i) a 150% per unit multiplier; and (ii) the per unit value at December 31, 2019. Also included in this column are
the severance payment and the value of applicable medical, dental, vision, disability, and life insurance coverages, as provided
for in each NEO’s Employment Agreement. This column also includes the value of any tax gross-up payment necessary to offset
any excise tax imposed on the payment and benefits disclosed in this column, other than for Messrs. Marchioni and Wilcox whose
employment agreements do not contain this provision.
CEO PAY RATIO
As a result of rules adopted under the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC requires disclosure of the CEO to
median employee pay ratio. We identified the median employee in 2017 by tabulating 2017 W-2 Medicare Wages on October 31,
2017. We included all employees, whether employed full-time, part-time, or seasonally. We did not make any adjustments or annualize
compensation for employees who we did not employ for all of 2017. We believe the use of W-2 Medicare Wages is a simple and consistent
methodology that we can easily replicate in future years. In order to determine if it was appropriate to use the same median employee
for 2019 as in 2018, we considered that we had: (i) no significant acquisitions or divestitures during 2019; (ii) no
reduction in force or notable employee turnover in 2019; and (iii) no material changes in the median employee's circumstances,
pay, or employment status. We analyzed the median employee’s W-2 Medicare Wages as of December 31, 2019 compared to
December 31, 2018 to confirm there were no significant changes in the prior median employee’s position. These results
supported our using the same median employee in 2019, so we did not change our median employee.
Mr. Murphy’s 2019 total compensation was $7,945,261
(reflected in the Summary Compensation Table), and our median employee’s 2019 total compensation was $106,123. Mr. Murphy’s
2019 total compensation was approximately 75 times that of our median employee.
DIRECTOR
COMPENSATION
We compensate non-employee directors for their service on the
Board with a combination of cash and equity, the amounts of which are commensurate with their role and involvement, and consistent
with peer company practices. In setting director compensation, we consider the significant amount of time and effort our directors
expend in fulfilling their duties, as well as the skill level required of members of our Board. We intend to compensate our non-employee
directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with those
of our stockholders. Messrs. Murphy and Marchioni, who also served as executive officers in 2019, did not receive additional
compensation for their service as directors.
The SEBC, which is comprised solely of independent directors,
has the primary responsibility for reviewing and approving compensation for non-employee directors, including, but not limited
to, the following elements: retainer, meeting fees, committee member fees, committee chair fees, lead independent director fees,
and equity and stock compensation. In October 2018, the SEBC undertook a review of the amount and form of compensation paid
to our non-employee directors for their service on the Board. The SEBC considered the results of an independent analysis
completed
by the Compensation Consultant, who reviewed non-employee director compensation trends and data from companies comprising the peer
group used by the SEBC in its review of executive compensation. After further consultation with the Compensation Consultant, in
light of peer data and the amount of responsibility of the positions, the SEBC approved the following changes to Selective’s
director compensation program:
|
§
|
Increased the Annual Retainer Fee from $70,000 to $85,000;
|
|
§
|
Increased the Annual Lead Independent Director Fee from $25,000 to $40,000;
|
|
§
|
Established Annual Committee Member Fees ($7,500 for the SEBC, Finance, and Audit Committees and $5,000 for the Corporate Governance
and Nominating Committee); and
|
|
§
|
Increased the Annual Committee Chairperson Fees for each of the committees (from $25,000 to $30,000 for the Audit Committee,
from $14,000 to $20,000 for the SEBC, from $9,000 to $30,000 for the Finance Committee, and from $7,500 to $20,000 for the Corporate
Governance and Nominating Committee).
|
The following table shows compensation earned by or paid to
our non-employee directors during 2019.
Name
|
Fees Earned or Paid in Cash
($)(1)
|
Stock Awards
($)(2)
|
Total
($)
|
Paul D. Bauer(3)
|
34,808
|
0
|
34,808
|
John C. Burville
|
112,500
|
80,035
|
192,535
|
Terrence W. Cavanaugh
|
100,068
|
80,035
|
180,103
|
Robert Kelly Doherty
|
122,500
|
80,035
|
202,535
|
Thomas A. McCarthy
|
100,068
|
80,035
|
180,103
|
H. Elizabeth Mitchell
|
97,500
|
80,035
|
177,535
|
Michael J. Morrissey
|
120,051
|
80,035
|
200,086
|
Cynthia S. Nicholson
|
97,568
|
80,035
|
177,603
|
Ronald L. O’Kelley
|
100,017
|
80,035
|
180,052
|
William M. Rue
|
92,500
|
80,035
|
172,535
|
John S. Scheid
|
122,568
|
80,035
|
202,603
|
J. Brian Thebault
|
137,500
|
80,035
|
217,535
|
Philip H. Urban
|
97,534
|
80,035
|
177,569
|
|
(1)
|
Information on the election by directors to receive shares of Selective common stock instead of cash for their 2019 annual
retainer is set forth below under the heading “Annual Retainer Stock Election.”
|
|
(2)
|
This column reflects the aggregate grant date fair value for the 2019 grants of restricted stock units to directors, based
on a grant date fair value of $70.89 per share, calculated in accordance with ASC Topic 718. Information on outstanding options and unvested restricted stock
units held by each director as of December 31, 2019, is set forth below under the heading “Outstanding Options and Unvested
Restricted Stock Units.”
|
|
(3)
|
Mr. Bauer retired from Selective’s Board effective as of May 1, 2019.
|
The following table summarizes the types and amounts of compensation
paid to our non-employee directors in 2019:
Type of Compensation
|
Amount
|
Annual Retainer Fee
|
$85,000
|
Grant Date Fair Value of Annual Equity Award
|
$80,000
|
Board Meeting Attendance
|
$0
|
Annual Committee Member Fee
Audit Committee
Corporate Governance and Nominating
Committee
Finance Committee
Salary and Employee Benefits
Committee
|
$7,500
$5,000
$7,500
$7,500
|
Annual Committee Chairperson Fee
Audit Committee
Corporate Governance and Nominating
Committee
Finance Committee
Salary and Employee Benefits
Committee
|
$30,000
$20,000
$30,000
$20,000
|
Lead Independent Director Fee
|
$40,000
|
Expenses
|
Reasonable
|
As the Director Compensation table above shows, in 2019, the
non-employee directors received compensation in the forms of restricted stock units and cash for their director service. The SEBC
annually reviews and approves the compensation for non-employee directors, including the Annual Retainer Fee. For 2019, non-employee
directors had the election to receive up to 100% of their Annual Retainer Fee in shares of Selective common stock. Any remaining
balance of the Annual Retainer Fee was paid in cash. Non-employee directors made this election by December 15, 2018. The Annual
Retainer Fee was paid in one installment on the second business day following Selective’s 2019 Annual Meeting of Stockholders.
For 2019, the annual equity grant under Selective’s director
compensation program was made entirely in restricted stock units granted under the Omnibus Stock Plan. Shares of Selective common
stock paid to directors as a portion of their Annual Retainer Fee were issued under the Omnibus Stock Plan. Committee Attendance
Fees, Annual Chairperson Fees, and the Lead Independent Director Fee were paid in cash pursuant to the table above.
Annual Retainer Stock Election
Directors elected to receive shares of Selective common stock
for all or a portion of their 2019 Annual Retainer Fee as follows:
Name
|
Number of Shares (#)
|
Payment Date Value of Stock ($)
|
Paul D. Bauer
|
0
|
0
|
John C. Burville
|
0
|
0
|
Terrence W. Cavanaugh
|
1,200
|
85,068
|
Robert Kelly Doherty
|
0
|
0
|
Thomas A. McCarthy
|
1,200
|
85,068
|
H. Elizabeth Mitchell
|
0
|
0
|
Michael J. Morrissey
|
900
|
63,801
|
Cynthia S. Nicholson
|
1,200
|
85,068
|
Ronald L. O’Kelley
|
300
|
21,267
|
William M. Rue
|
0
|
0
|
John S. Scheid
|
1,200
|
85,068
|
J. Brian Thebault
|
0
|
0
|
Philip H. Urban
|
600
|
42,534
|
Outstanding Options and Unvested Restricted Stock Units
The aggregate number of outstanding options and unvested restricted
stock units held by each director as of December 31, 2019 were as follows:
Name
|
Outstanding Options (#)
|
Unvested Restricted Stock Units (#)
|
Paul D. Bauer
|
0
|
0
|
John C. Burville
|
0
|
1,129
|
Terrence W. Cavanaugh
|
0
|
1,129
|
Robert Kelly Doherty
|
0
|
1,129
|
Thomas A. McCarthy
|
0
|
1,129
|
H. Elizabeth Mitchell
|
0
|
1,129
|
Michael J. Morrissey
|
7,953
|
1,129
|
Cynthia S. Nicholson
|
5,964
|
1,129
|
Ronald L. O’Kelley
|
7,953
|
1,129
|
William M. Rue
|
0
|
1,129
|
John S. Scheid
|
0
|
1,129
|
J. Brian Thebault
|
0
|
1,129
|
Philip H. Urban
|
0
|
1,129
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Salary and Employee Benefits Committee: (i) was
a Selective officer or employee in 2019; (ii) is a former Selective officer; or (iii) entered into any transaction in
2019 requiring disclosure under the section entitled, “Transactions with Related Persons.”
No Selective executive officer served as a member of the compensation
committee of another entity, or as a director of another entity, one of whose executive officers served on the Salary and Employee
Benefits Committee or as a director of Selective.
COMPENSATION
COMMITTEE REPORT
The Salary and Employee Benefits Committee establishes general
executive compensation policies and establishes the salaries and bonuses of Selective’s executive officers, including the
Chief Executive Officer. The Salary and Employee Benefits Committee: (i) has reviewed and discussed the Compensation Discussion
and Analysis with management; and (ii) based on this review and discussion, recommended to the Board of Directors, and the
Board approved, the inclusion of the Compensation Discussion and Analysis in Selective’s Annual Report on Form 10-K
for the year ended December 31, 2019 and this Proxy Statement.
Submitted by the Salary and Employee Benefits Committee of Selective’s
Board of Directors,
John C. Burville, Chairperson
|
Cynthia S. Nicholson
|
Terrence W. Cavanaugh
|
Ronald L. O’Kelley
|
Michael J. Morrissey
|
J. Brian Thebault
|
The Compensation Committee Report does not constitute soliciting
material, and shall not be deemed to be filed or incorporated by reference into any other Selective filing under the Securities
Act of 1933, as amended (“Securities Act”), or the Exchange Act, except to the extent that Selective specifically
incorporates the Compensation Committee Report by reference therein.
INFORMATION
ABOUT PROPOSAL 2
As required under the Dodd-Frank Act, our Board of Directors
provides Selective’s stockholders the opportunity to vote annually to approve, on an advisory (non-binding) basis, the compensation
of our named executive officers disclosed pursuant to the compensation disclosure rules of the SEC (also referred to as say-on-pay).
Although the vote is non-binding, the Board and the SEBC value the opinions of our stockholders and will consider the outcome of
this vote when making future compensation decisions for named executive officers. In 2019, our stockholders overwhelmingly supported
our compensation decisions with approximately 97% of votes cast voting in favor of our say-on-pay proposal.
We urge stockholders to read the Compensation Discussion and
Analysis section of this Proxy Statement, which discusses our compensation philosophy, policies, and procedures. The following
resolution is being submitted to stockholders for approval at the Annual Meeting pursuant to Section 14A of the Exchange Act:
“RESOLVED, that the stockholders of Selective Insurance
Group, Inc. (“Selective”) approve, on an advisory basis, the 2019 compensation of Selective’s named executive
officers as such compensation is disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K or any successor thereto.”
If a majority of stockholders vote against this proposal, neither
the Board nor the SEBC will be required to take any specific action because this vote is non-binding and advisory. Nonetheless,
consistent with our record of stockholder responsiveness, the SEBC will consider our stockholders’ concerns and take them
into account in future determinations concerning our executive compensation programs. The Board of Directors recommends you indicate
your support for the compensation of our named executive officers as outlined in the above resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” THE ADVISORY RESOLUTION APPROVING THE 2019 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED
IN THIS PROXY STATEMENT.
INFORMATION
ABOUT PROPOSAL 3
Ratification of Appointment of
Independent Registered Public Accounting Firm
The Audit Committee has appointed KPMG LLP to act as Selective’s
independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee monitors the
independence of the registered independent accounting firm and compliance with auditor partner rotation requirements. Upon the
recommendation of the Audit Committee, the Board of Directors has approved the appointment and has directed that the appointment
be submitted to Selective’s stockholders for ratification at the Annual Meeting.
Stockholder ratification of the appointment of KPMG LLP as Selective’s
independent registered public accounting firm is not required. The Board of Directors, however, is submitting the appointment to
our stockholders for ratification as a matter of good corporate practice. If our stockholders do not ratify the appointment, the
Audit Committee and the Board of Directors will reconsider whether to retain KPMG LLP or another firm. Even if our stockholders
ratify the appointment, the Board of Directors may direct the appointment of a different auditing firm at any time during the 2020
fiscal year if the Board determines that such a change would be in the best interests of Selective and our stockholders.
Representatives of KPMG LLP are expected to be present at the
Annual Meeting. They will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate
questions.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.
FEES
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP, Selective’s independent registered public accounting
firm, provided services in the following categories and amounts in 2019 and 2018:
Category
|
2019
|
2018
|
Audit Fees
|
$1,802,500
|
$1,680,000
|
Audit-Related Fees(1)
|
$94,000
|
$90,000
|
Tax Fees(2)
|
$17,344
|
$6,370
|
All Other Fees(3)
|
$440,541
|
$97,594
|
TOTAL
|
$2,354,385
|
$1,873,964
|
|
(1)
|
Audit-Related Fees for: (i) 2019 primarily consisted of amounts associated with audits of our benefit plans for 2018;
and (ii) 2018 consisted of amounts associated with audits of our benefit plans for 2017.
|
|
(2)
|
Tax Fees for 2019 and 2018 were for tax consulting services.
|
|
(3)
|
All Other Fees for 2019 and 2018 consisted of amounts associated with independent actuarial reviews, reserve opinions, and
consulting services.
|
The Audit Committee has a pre-approval policy that requires
pre-approval of audit, audit-related, and permitted non-audit services on an annual basis and authorizes the Audit Committee to
delegate, to one or more of its members, pre-approval authority with respect to permitted services. The Audit Committee delegated
the authority to pre-approve audit, audit-related, and permitted non-audit services by KPMG LLP to the Audit Committee Chairperson,
who is required to report any pre-approvals to the Audit Committee for ratification at its next meeting. In 2019, the Audit Committee
pre-approved 100% of audit, audit-related, and permitted non-audit services, and concluded that KPMG LLP’s provision of such
services was compatible with the maintenance of KPMG LLP’s independence in the conduct of its auditing functions.
AUDIT
COMMITTEE REPORT
The Audit Committee oversees Selective’s financial reporting
processes on behalf of the Board of Directors. Management has the primary responsibility for overseeing the preparation of the
financial statements and the overall reporting processes, including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee has:
|
§
|
Periodically met with and held discussions with management regarding the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of disclosures in Selective’s financial statements.
|
|
§
|
Reviewed and discussed the audited financial statements for the year ended December 31, 2019, included in the Annual Report
on Form 10-K and any amendments thereto, with management, which represented to the Audit Committee that: (i) the financial
statements were prepared in accordance with U.S. generally accepted accounting principles; and (ii) management had reviewed
Selective’s disclosure controls and procedures and believes those controls are effective.
|
|
§
|
Reviewed and discussed with KPMG LLP, Selective’s independent registered public accounting firm, which is responsible
for expressing an opinion on the conformity of those audited financial statements in accordance with U.S. generally accepted accounting
principles, their judgments as to the quality, not just the acceptability, of Selective’s accounting principles and such
other matters as are required to be discussed with the Audit Committee under Statements of the Public Company Accounting Oversight
Board, including the Statement on Auditing Standards No. 1301, “Communications with Audit Committees” as adopted
by the Public Company Accounting Oversight Board, as may be modified or supplemented.
|
|
§
|
Received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee
concerning independence and has discussed with KPMG LLP its independence from Selective and its management.
|
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements
in Selective’s Annual Report on Form 10-K and any amendments thereto for the year ended December 31, 2019.
Submitted by the Audit Committee of Selective’s Board
of Directors,
John S. Scheid, Chairperson
|
Thomas A. McCarthy
|
John C. Burville
|
H. Elizabeth Mitchell
|
Terrence W. Cavanaugh
|
Philip H. Urban
|
Robert Kelly Doherty
|
|
The Audit Committee Report does not constitute soliciting material,
and shall not be deemed to be filed or incorporated by reference into any other Selective filing under the Securities Act or the
Exchange Act, except to the extent that Selective specifically incorporates the Audit Committee Report by reference therein.
STOCKHOLDER
PROPOSALS AND NOMINATIONS
Proposals for Inclusion in 2021 Proxy
From time to time, stockholders present proposals that may be
proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. Under SEC rules, in order to be
included in the proxy statement for the 2021 Annual Meeting of Stockholders, stockholder proposals submitted under Exchange Act
Rule 14a-8 must be received no later than November 25, 2020 by Selective’s Corporate Secretary at 40 Wantage Avenue,
Branchville, New Jersey 07890.
Other Proposals and Nominations
Selective’s By-Laws require that a stockholder who otherwise
intends to: (i) present a proposal outside of Rule 14a-8 under the Exchange Act; or (ii) nominate a director, must
deliver notice to the Corporate Secretary, in proper written form and in accordance with the requirements of the By-Laws, not less
than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly,
a notice of a stockholder proposal for the 2021 Annual Meeting of Stockholders, submitted outside of Rule 14a-8 under the
Exchange Act, will be untimely if received by the Corporate Secretary before November 30, 2020 or after December 30,
2020.
* * * * * * * *
It is important that your shares be represented at the meeting,
regardless of the number of shares that you hold. ACCORDINGLY, YOU ARE URGED TO PROMPTLY VOTE YOUR SHARES BY: (1) COMPLETING,
DATING, AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE; (2) CALLING THE TOLL-FREE TELEPHONE
NUMBER LISTED ON THE PROXY CARD; OR (3) ACCESSING THE INTERNET WEBSITE LISTED ON THE PROXY CARD. Stockholders who are present
at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their
proxies to be voted.
By Order of the Board of Directors:
Robyn P. Turner
Corporate Secretary
|
|
March 25, 2020
Branchville, New Jersey
|
DIRECTIONS
Selective
Insurance Group, Inc.
Directions to Principal Offices
40 Wantage Avenue
Branchville, New Jersey 07890-1000
From East:
Route I-80 West to Route 15 North to Route 206 North. Go about
2 miles from Route 15/Route 206 intersection, turn right at traffic light opposite “Our Lady Queen of Peace” Catholic
church, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance
on right - Corporate office/main reception area.
From West:
Route I-80 East to Route 94 North to Route 206 North. Turn right
at Branchville traffic light opposite “Our Lady Queen of Peace” Catholic church, then left on Route 630 (Broad Street).
Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance on right - Corporate office/main reception area.
- or -
Route I-78 East to PA Route 611 North to Route 94 North to Route
206 North. Turn right at Branchville traffic light opposite “Our Lady Queen of Peace” Catholic church, then left on
Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance on right - Corporate
office/main reception area.
- or -
Route I-78 East to Route 31 North to Route 46 West to Route
94 North to Route 206 North. Turn right at Branchville traffic light opposite “Our Lady Queen of Peace” Catholic church,
then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance on right
- Corporate office/main reception area.
From North:
Route I-84 (East or West) to PA Route 209 South to Route 206
South. Turn left at Branchville traffic light opposite “Our Lady Queen of Peace” Catholic church, then turn left on
Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance on right - Corporate
office/main reception area.
From South:
Route 206 North or Route I-80 West to Route 15 North to Route
206 North. Turn right at Branchville traffic light opposite “Our Lady Queen of Peace” Catholic church, then left on
Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). Take second entrance on right - Corporate
office/main reception area.
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery
of information. Vote by 11:59 p.m. Eastern Time on April 28, 2020 for shares
held directly and by 11:59 p.m. Eastern Time on April 26, 2020 for shares held
in a Plan. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic voting
instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/SIGI2020
You may attend the meeting via the Internet and vote during the meeting. Have
the information that is printed in the box marked by the arrow available and
follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by
11:59 p.m. Eastern Time on April 28, 2020 for shares held directly and by
11:59 p.m. Eastern Time on April 26, 2020 for shares held in a Plan. Have your
proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717. SELECTIVE INSURANCE GROUP, INC.
ATTN: ROBYN P. TURNER
40 WANTAGE AVENUE
BRANCHVILLE, NJ 07890 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
D03910-Z76742 SELECTIVE INSURANCE GROUP, INC.
SELECTIVE INSURANCE GROUP, INC.
ATTN: ROBYN P. TURNER
40 WANTAGE AVENUE
BRANCHVILLE, NJ 07890
1a. John C. Burville
1e. Thomas A. McCarthy
1c. Robert Kelly Doherty
1g. Michael J. Morrissey
1j. William M. Rue
Please sign exactly as your name(s) appear(s) on the Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title
and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
1b. Terrence W. Cavanaugh
1f. H. Elizabeth Mitchell
1d. John J. Marchioni
1h. Gregory E. Murphy
1k. John S. Scheid
1i. Cynthia S. Nicholson
1l. J. Brian Thebault
1m. Philip H. Urban
1. Election of Directors
2. Approve, on an advisory basis, the 2019 compensation
of Selective's named executive officers as disclosed in the
accompanying proxy statement.
3. Ratify the appointment of KPMG LLP as Selective's
independent registered public accounting firm for the
fiscal year ending December 31, 2020.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE
VOTED AS THE BOARD RECOMMENDS.
Nominees:
The Board of Directors Recommends a Vote "FOR" Each of
the Nominees Listed in Item 1 and "FOR" Items 2 and 3. For Against Abstain Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
proxy
D03911-Z76742 SELECTIVE INSURANCE GROUP, INC. ANNUAL MEETING OF STOCKHOLDERS Wednesday, April 29, 2020 9:00 AM Eastern Time Live
via webcast at www.virtualshareholdermeeting.com/SIGI2020 Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting: The Notice and Proxy Statement, Annual Report and Insert are available at www.proxyvote.com. D03911-Z76742 Selective
Insurance Group, Inc. This proxy is solicited by the Board of Directors for use at the Annual Meeting on April 29, 2020. The shares
of stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will
be voted FOR Items 1, 2, and 3. By signing the proxy, you revoke all prior proxies and appoint Terrence W. Cavanaugh and H. Elizabeth
Mitchell, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any
other matters which may come before the Annual Meeting and all adjournments. TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE
OF THIS PROXY CARD. proxy
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