DEF 14A of Selective Insurance Group Inc, Mar 27, 2024

DEF 14A of Selective Insurance Group Inc

Filed Mar 27, 2024 · FY20230001104659-24-039493

Open on EDGAR

  1. Election of Directors

    Election of Directors Under our By-Laws, directors in uncontested elections must be elected by a majority of votes cast. A majority exists when the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that director nominee. For more information on our majority voting policy, please see the section entitled, “Corporate Governance – Majority Voting for Directors in Uncontested Elections” of this Proxy Statement. All directors stand for election for a one-year term. In all cases, each director will hold office until a successor has been elected and qualified, or until the director’s earlier resignation or removal. The Board currently has 13 members, 12 of whom are standing for reelection at the Annual Meeting. Mr. Thebault has reached the mandatory director retirement age specified in our By-Laws and is not standing for reelection at the Annual Meeting. We acknowledge and thank Mr. Thebault for his service on the Board. Following the Annual Meeting, the Board will reduce its size from 13 members to 12 members. Under Selective’s Amended and Restated Certificate of Incorporation and By-Laws, Selective may have a minimum of seven and a maximum of 20 directors. By majority vote, the Board may set the number of directors within this range at any time.

  2. Director Nominees

    Director Nominees No family relationships exist among Selective’s current directors, director nominees, and executive officers. The Board ratified the Corporate Governance and Nominating Committee’s nomination of the 12 director nominees listed below to stand for election at the Annual Meeting for terms expiring at the 2025 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. All 12 director nominees have consented to be named in this Proxy Statement and to serve if elected. The Board does not know of any reason a director nominee would decline or be unable to serve if elected. If a director nominee becomes unavailable or unable to serve before the Annual Meeting, the Board can reduce its size or designate a substitute director nominee. If the Board designates a substitute director nominee, proxies that would have been cast for the original director nominee will be cast for the substitute director nominee unless contrary instructions are given.

  3. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Ainar D. Aijala, Jr. | | | Age: 67 Director since: 2020 Independent Director Board Committees: Compensation and Human Capital, Corporate Governance and Nominating | Background Information ◾ Senior Advisor to the Global CEO and other senior-level positions, including Chief Global Corporate Development Officer and Global Managing Partner of Consulting and Human Capital, Deloitte & Touche LLP (“Deloitte”), 1982 to 2020. ◾ Senior Manager, Coopers & Lybrand Consulting, 1977 to 1982. ◾ Board of Managers, DLED, Inc., 2021 to 2023. ◾ Enrolled Actuary pursuant to the Employee Retirement Income Security Act of 1974, since 1982. ◾ Emeritus Governor, Board of Governors, Junior Achievement Worldwide, since 2021; Member, Junior Achievement Worldwide, 2003 to 2021, and Junior Achievement USA, 2015 to 2021; Member of the Executive Compensation Committee, 2003 to 2021, and past Chairman of Junior Achievement Worldwide, 2006 to 2009. ◾ Ocean Ridge, Florida Town Commissioner, since January 2024. ◾ University of Michigan at Ann Arbor (B.S.). Discussion of individual experience, qualifications, attributes, and skills. Mr. Aijala has significant experience as an actuary and as a corporate development and human capital executive. As a senior global advisor and managing partner at Deloitte for 38 years, he advised public companies on various strategic issues relevant to Selective, particularly with respect to human capital and benefit plan issues. Deloitte grew rapidly during his tenure as Global Managing Partner, and he was responsible for attracting, developing, and retaining top human capital. Mr. Aijala also has devoted considerable time to educating primary and secondary school students about entrepreneurship, work readiness, and financial literacy through Junior Achievement Worldwide. His broad knowledge of human relations matters, notably recruiting, developing, and retaining human capital, benefits Selective in developing its talent strategies. For these reasons, the Board believes Mr. Aijala is qualified to serve as a director. | | Lisa Rojas Bacus | | | Age: 60 Director since: 2020 Independent Director Board Committees: Compensation and Human Capital, Corporate Governance and Nominating | Background Information ◾ Executive Vice President, Global Chief Marketing Officer, Cigna Corporation (“Cigna”), 2013 to 2019. ◾ Executive Vice President and Chief Marketer, American Family Insurance Group, 2008 to 2013. ◾ Executive Director, Global Marketing Strategy and other senior positions, Ford Motor Company, 1986 to 2008. ◾ Board Member, Culver’s Franchising System, Inc., since 2010. ◾ Board Member, PetSmart Charities Inc., since 2019. ◾ Member, Latino Corporate Directors Association. ◾ Member, Prospanica. ◾ Northern Arizona University (B.S.) and Duke University (M.B.A.). ◾ Diligent Institute ESG Leadership Certification. Other Public Company Board Service ◾ Board Member, Teradata Corporation (NYSE: TDC), since 2015. ◾ Board Member and Audit Committee Member, Douglas Dynamics, Inc. (NYSE: PLOW), since 2020. Discussion of individual experience, qualifications, attributes, and skills. Ms. Bacus has over 30 years of marketing and senior leadership experience in Fortune 100 global companies in the insurance and automotive industries. She has extensive property and casualty marketing experience, including developing relationships with independent agents. She is a strategic thinker and highly regarded customer experience expert. Ms. Bacus is an advocate for sustainability issues, and gender and ethnic diversity matters. Her marketing, digital, and analytics experience contribute significantly to Selective’s strategies. For these reasons, the Board believes Ms. Bacus is qualified to serve as a director. |

  4. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Terrence W. Cavanaugh | | | Age: 70 Director since: 2018 Independent Director Board Committees: Audit, Risk | Background Information ◾ Founding partner, Accretive Consulting LLC, since 2017. ◾ President and Chief Executive Officer, Erie Indemnity Company, 2008 to 2016. ◾ Chief Operating Officer of Chubb Surety & Trade Credit, Chubb Group of Insurance Companies (“Chubb Group”), 2002 to 2007; Chief Marketing Officer, Chubb Group, 1998 to 2001; various underwriting and field management roles, 1975 to 1997. ◾ Director, Highmark Health, since 2013. ◾ Board of Commissioners, Naples Airport Authority, since 2022. ◾ Director, Property Casualty Insurance Association, 2008 to 2017; Chairman, 2014 to 2015. ◾ Trustee, The Institutes, 2010 to 2016. ◾ Director, Insurance Information Institute, 2011 to 2016; Chairman, 2015 to 2016. ◾ University of Notre Dame (B.B.A.). ◾ Harvard Business School (Program for Management Development). Discussion of individual experience, qualifications, attributes, and skills. Mr. Cavanaugh has more than 40 years of insurance expertise, including serving for eight years as the chief executive officer of a Fortune 500® insurer. He has extensive experience growing property and casualty direct premiums written and increasing policyholder surplus, delivering profitability, and developing relationships with independent agents. Mr. Cavanaugh has significant customer experience and talent development knowledge and expertise. For these reasons, the Board believes Mr. Cavanaugh is qualified to serve as a director. | | Wole C. Coaxum | | | Age: 53 Director since: 2020 Independent Director Board Committees: Finance and Investments, Risk | Background Information ◾ Founder and Chief Executive Officer, Mobility Capital Finance, Inc. (MoCaFi), since 2016. ◾ Managing Director and other senior management positions, JPMorgan Chase & Company, 2007 to 2015. ◾ President and Chief Executive Officer, Willis Canada Inc., 2005 to 2007; Chief Operating Officer and Chief Finance Officer, Willis North America, 2002 to 2005. ◾ Vice President, Corporate and Investment Bank, and other various positions, Citigroup Inc., 1992 to 2002. ◾ Trustee, Phillips Exeter Academy, since 2012. ◾ Director, Roosevelt Institute, since 2016; Board Treasurer, since 2019. ◾ Williams College (B.A.). ◾ New York University’s Stern School of Business (M.B.A.). Discussion of individual experience, qualifications, attributes, and skills. Mr. Coaxum is the president and chief executive officer of a digital banking platform that he founded to support underserved communities. His experience in FinTech is relevant to Selective’s InsurTech strategies. His senior management, financial services, and insurance experience at JPMorgan Chase & Company, Willis Group, and Citigroup Inc. influence our overall strategies. Mr. Coaxum’s experience providing underserved communities with financial services helps Selective evaluate its geographic expansion and diversity, equity, and inclusion (“DE&I”) strategies. Mr. Coaxum is an executive with large public company and FinTech experience with keen insights into underserved communities and DE&I issues. Mr. Coaxum’s experience as a reinsurance broker will support the newly-formed Risk Committee. For these reasons, the Board believes Mr. Coaxum is qualified to serve as a director. |

  5. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Robert Kelly Doherty | | | Age: 65 Director since: 2015 Independent Director Lead Independent Director since: 2022 Board Committees: Audit, Finance and Investments, Executive | Background Information ◾ Managing Partner and Founder, Caymen Partners, since 1999, and Caymen Advisors, 1999 to 2020. ◾ 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 and Audit Committee Member, since 2014. ◾ Director, Cyota, Inc., 2000 to 2005; Non-Executive Chairman, 2002 to 2005. ◾ Princeton University (B.A.). Discussion of individual experience, qualifications, attributes, and skills. 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 has substantial knowledge about investment products. Mr. Doherty also has significant senior management experience with a large financial services company. He is familiar with the issues that Selective’s senior management faces, including business strategy development and execution. For these reasons, the Board believes Mr. Doherty is qualified to serve as a director. | | John J. Marchioni | | | Age: 54 Director since: 2019 Chairman of the Board since: 2022 Board Committees: Executive | Background Information ◾ President and Chief Executive Officer (“CEO”), Selective, since 2020. ◾ President and Chief Operating Officer, Selective, 2013 to 2020. ◾ Executive Vice President, Insurance Operations, Selective, 2010 to 2013. ◾ Executive Vice President, Chief Underwriting and Field Operations Officer, Selective, 2008 to 2010. ◾ Executive Vice President, Chief Field Operations Officer, Selective, 2007 to 2008. ◾ Senior Vice President, Director of Personal Lines, Selective, 2005 to 2007. ◾ Various insurance operations and government affairs positions, Selective, 1998 to 2005. ◾ Board of Trustees, The Institutes, since 2022. ◾ Director, The American Property Casualty Insurance Association, since 2020; Executive Committee Member, since January 2024. ◾ Director, Commerce and Industry Association of New Jersey, since 2015. ◾ Member of the Board of Overseers at St. John’s University School of Risk Management, Insurance and Actuarial Science, since 2021. ◾ Chartered Property Casualty Underwriter (CPCU). ◾ Princeton University (B.A.). ◾ Harvard University (Advanced Management Program). Discussion of individual experience, qualifications, attributes, and skills. Mr. Marchioni became Chairman of the Board in 2022, after becoming President and CEO of Selective in 2020, having served as our President and Chief Operating Officer since 2013. As Selective’s President and CEO, he oversees all aspects of the company, where he has been employed for over 25 years. Mr. Marchioni has exhibited strong leadership, guiding Selective’s management team in executing our strategic initiatives. He has extensive knowledge of the property and casualty industry and its regulation, having begun his Selective career in government affairs. He serves on several significant industry-related boards, including the American Property Casualty Insurance Association, The Institutes, and the St. John’s University School of Risk Management. His demonstrated talents and abilities will continue to help position Selective for its next phase of growth. For these reasons, the Board believes Mr. Marchioni is qualified to serve as a director. |

  6. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Thomas A. McCarthy | | | Age: 67 Director since: 2018 Independent Director Board Committees: Finance and Investments, Risk, Executive | Background Information ◾ Executive Vice President and Chief Financial Officer, Cigna, 2013 to 2017; Vice President, Finance, 2011 to 2013; Acting Chief Financial Officer, 2010 to 2011; Vice President and Treasurer, 2008 to 2010; and Vice President, Strategy and Corporate Development, 2003 to 2008. ◾ Director, Avenue of the Arts, since 2022. ◾ Trustee, American University of Rome, since 2018. ◾ Director, Habitat for Humanity of Montgomery & Delaware Counties, since 2017. ◾ Wharton School of the University of Pennsylvania (B.S.). ◾ Carnegie Mellon University (M.B.A.). ◾ NACD Directorship Certified®. Other Public Company Board Service ◾ Director and Audit Committee Member, Privia Health Group, Inc. (Nasdaq: PRVA), since 2021. Discussion of individual experience, qualifications, attributes, and skills. Mr. McCarthy retired in 2017 after more than 30 years with Cigna, where his responsibilities included strategy and corporate development, including mergers and acquisitions, corporate risk management, corporate finance, capital management, and treasury operations. Mr. McCarthy’s significant operational experience as the chief financial officer of a Fortune 100 company and his knowledge of investments, finance, public company operations, controls, and disclosures are invaluable assets to Selective as it develops and implements its investment and growth strategies. For these reasons, the Board believes Mr. McCarthy is qualified to serve as a director. | | Stephen C. Mills | | | Age: 64 Director since: 2020 Independent Director Board Committees: Compensation and Human Capital, Corporate Governance and Nominating, Finance and Investments | Background Information ◾ President and General Manager, New York Knicks, 2013 to 2020. ◾ Founding Partner and Chief Executive Officer, Athletes & Entertainers Wealth Management, LLC, 2010 to 2013. ◾ President and Chief Operating Officer, MSG Sports, and previously Executive Vice President, Franchise Operations, New York Knicks, Madison Square Garden, 2000 to 2009. ◾ Member, Board of Trustees and Audit Committee, Ariel Investments, since 2015. ◾ Director, Madison Square Garden Networks, 2020 to 2021. ◾ Director, Ladies Professional Golf Association, since 2023. ◾ Director, Harlem Junior Tennis, 2017 to 2022. ◾ Member, Board of Advisors, Hospital for Special Surgery, since 2011. ◾ Director, Princeton University Varsity Club, since 2010. ◾ Princeton University (B.A.). Other Public Company Board Service ◾ Director, Madison Square Garden Sports Corp. (NYSE: MSGS), since 2020. Discussion of individual experience, qualifications, attributes, and skills. Mr. Mills has extensive general management, marketing, brand communication, and human capital experience after three decades in senior positions with Madison Square Garden Sports, the New York Knicks, the National Basketball Association, and his own sports agency. As an investment fiduciary on the Mutual Fund Board of Trustees of Ariel Investments, he can contribute insights to our investment strategies. Mr. Mills has been active with several prominent charities, and these experiences and his knowledge of media-intensive public companies furthers our marketing and sustainability strategies. He is very knowledgeable on sustainability and DE&I issues. For these reasons, the Board believes Mr. Mills is qualified to serve as a director. |

  7. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | H. Elizabeth Mitchell | | | Age: 62 Director since: 2018 Independent Director Board Committees: Audit, Risk, Executive | Background Information ◾ 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. ◾ Advisor, Hudson Structured Capital Management Ltd., since 2018. ◾ Director, StanCorp Financial Group, Inc., 2017 to 2022. ◾ Chairperson, Weston Insurance Holdings, 2020 to 2022. ◾ Board of Overseers, St. John’s University School of Risk Management, Insurance 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, Association of Professional Insurance Women. ◾ College of the Holy Cross (B.A.). ◾ NACD Directorship Certified®. ◾ CERT Certificate in Cybersecurity Oversight. Other Public Company Board Service ◾ Director and Audit Committee Member, Principal Financial Group (Nasdaq: PFG), since 2022. Discussion of individual experience, qualifications, attributes, and skills. Ms. Mitchell is an experienced 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. For these reasons, the Board believes Ms. Mitchell is qualified to serve as a director. |

  8. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Cynthia S. Nicholson | | | Age: 60 Director since: 2009 Independent Director Board Committees: Compensation and Human Capital, Corporate Governance and Nominating, Executive | Background Information ◾ Band of Sisters, LLC, Managing Member, since 2021. ◾ Advisor, Yext, Inc., since 2019. ◾ Advisor, Tangelo (formerly known as Tangerine/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. ◾ Member of Advisory Board, Lavit, LLC, since 2017. ◾ Director, Heartland Consumer Products Investments Holdings, LLC, 2016 to 2018. ◾ 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 several consumer-focused industries. She was chief marketing officer at Equinox Holdings, Inc. and Pepsi-Cola North America. Ms. Nicholson has extensive experience with building brands, developing advertising messaging, buying media, and developing and implementing strategies for promotions, innovation, digital and social media, and direct marketing. Her strong consumer marketing and branding experience benefits our efforts to expand our brand with distribution partners, businesses, and consumers in property and casualty insurance markets. Ms. Nicholson’s marketing experience includes developing messaging related to diversity and culture building. She is a Managing Member of Band of Sisters, LLC, which assists corporate leaders in leveraging diversity to build inclusive cultures. This experience and knowledge will help inform Selective’s DE&I initiatives. For these reasons, the Board believes Ms. Nicholson is qualified to serve as a director. | | John S. Scheid | | | Age: 68 Director since: 2014 Independent Director Board Committees: Audit, Risk, Executive | Background Information ◾ Owner and sole member, Scheid Investment Group, LLC, since 2013. ◾ PricewaterhouseCoopers LLP, Senior Partner, 2009 to 2013; Global Insurance Assurance Practice Leader, 2001 to 2009; Chairman, Americas Insurance Practice, 2001 to 2010; U.S. Insurance Practice Leader, 1995 to 2001; Midwest Region Financial Services Leader, 1991 to 1995; Partner, 1988 to 1991; other positions, 1977 to 1988. ◾ Director, Extraordinary Re Holdings LTD and Extraordinary Reinsurance Bermuda, 2018 to 2022. ◾ Director, Groupware Technologies Holdings, Inc., since 2021. ◾ Director, Catholic Relief Services, since 2021; Audit and Risk Committee Chair, since 2020. ◾ Director, Sprecher Brewing Company, since 2022. ◾ Director, Dynamis Software Corporation, 2014 to 2018. ◾ Director, Messmer Catholic Schools, 2013 to 2021; Chairman, 2016 to 2021. ◾ Member, Finance Council for the Archdiocese of Milwaukee, since 2016; Chairman since 2023. ◾ Chairman, Accounting Examining Board, State of Wisconsin, 2013 to 2019. ◾ Member, Golden Angels Investment Group, since 2013. ◾ Director, University of Wisconsin-Milwaukee Foundation, 2002 to 2011; Emeritus Director, since 2011. ◾ Investment Committee Member, Marquette University High School, since 2011. |

  9. Director Nominees

    | | ◾ 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.). ◾ NACD Directorship Certified®. Discussion of individual experience, qualifications, attributes, and skills. Mr. Scheid retired after 36 years at PricewaterhouseCoopers LLP, most recently serving as a senior partner, primarily in the insurance and asset management industries. He has extensive experience in finance and insurance, financial management, public company governance and disclosure, corporate transactions, strategic leadership, succession planning, and cybersecurity. For these reasons, the Board believes Mr. Scheid is qualified to serve as a director. | | Philip H. Urban | | | Age: 71 Director since: 2014 Independent Director Board Committees: Audit, Compensation and Human Capital, Executive | Background Information ◾ 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; Lead Director, since May 2023; Member, Audit and Risk Committee, since 2005; Member, Management Oversight and Compensation Committee, since 2021 and Chair, since May 2023. ◾ 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 board member. He has first-hand knowledge of the independent agent distribution channel, geographic market expansion, insurance products, and technology, which he uses to contribute to Selective’s strategic direction. For these reasons, the Board believes Mr. Urban is qualified to serve as a director. |

  10. Director Nominees

    THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

  11. Compensation Risk Assessment

    | ◾ | The maximum potential payments under our compensation plans; |

  12. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY This Compensation Discussion and Analysis provides our stockholders information about our 2023 compensation program for the following named executive officers (“NEOs”):

  13. EXECUTIVE SUMMARY

    | ◾ | John J. Marchioni, Chairman, President and CEO; |

  14. EXECUTIVE SUMMARY

    | ◾ | Anthony D. Harnett, Senior Vice President, Chief Accounting Officer, and Interim Chief Financial Officer*; |

  15. EXECUTIVE SUMMARY

    | ◾ | Brenda M. Hall, Executive Vice President, Chief Operating Officer, Standard Lines; |

  16. EXECUTIVE SUMMARY

    | ◾ | Michael H. Lanza, Executive Vice President, General Counsel and Chief Compliance Officer; |

  17. EXECUTIVE SUMMARY

    | ◾ | Vincent M. Senia, Executive Vice President, Chief Actuary; and |

  18. EXECUTIVE SUMMARY

    | ◾ | Mark A. Wilcox, Former Executive Vice President, Chief Financial Officer.** |

  19. EXECUTIVE SUMMARY

    * Mr. Harnett was appointed our Interim Chief Financial Officer effective November 4, 2023. ** Mr. Wilcox served as our Chief Financial Officer until his resignation effective November 3, 2023.

  20. 2023 Progress on our Strategic Business Framework

    | | 2019 | 2020 | 2021 | 2022 | 2023 | | CEO Total Compensation (Base Salary + Annual Cash Incentive Plan Payments + Total Long-Term Compensation) | $6,792,401 | $4,800,608 | $5,349,100 | $5,716,622 | $5,764,181 | | $ Change from Prior Year | +$1,692,382(1) | -$1,991,793(2) | +$548,492 | +$367,522 | +$47,559 | | % Change from Prior Year | +33.2% | -29.3% | +11.4% | +6.9% | +0.8% | | One-Year TSR | +8.2% | +4.5% | +24.0% | +9.7% | +13.7% | | Cumulative Three-Year TSR | +57.2% | +18.9% | +40.2% | +42.0% | +54.5% | | Cumulative Five-Year TSR | +158.1% | +114.1% | +103.6% | +61.6% | +74.7% |

  21. Compensation Elements

    | ◾ | Annual cash incentive plan (“ACIP”) payments; and |

  22. Compensation Elements

    | ◾ | Long-term incentive program (“LTIP”) awards in the form of performance-based restricted stock units and performance-based cash incentive units. |

  23. Compensation Best Practices

    | WHAT WE DO | WHAT WE DO NOT DO | | We use fixed and variable compensation components. | We do not include excise tax gross-up provisions in employment agreements. | | We align pay with performance, with compensation weighted toward performance-based equity and performance-based cash bonus awards to NEOs. | We do not re-price stock options. | | We have stock ownership and retention requirements for our senior executives. | We do not grant stock options at less than fair market value. | | We have double triggers for cash and equity award payments upon a change in control under employment agreements. | We do not pay dividends on unvested stock-based awards. | | We have a recoupment policy that provides for the clawback of certain incentive-based compensation (see section entitled, “Recoupment of Awards” of this Proxy Statement for more information). | We have not included incentive compensation in pension calculations (accrual of additional pension benefits ceased in 2016). | | We offer very limited perquisites to executive officers. | We do not permit hedging of Selective stock by directors, officers, or employees (see section entitled, “Policy on Hedging” of this Proxy Statement for more information). | | The CHCC engages an independent compensation consultant. | We do not guarantee annual salary increases. |

  24. Benchmarking

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

  25. Benchmarking

    | ◾ | Benchmarking provides the CHCC with relevant context 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; |

  26. Benchmarking

    | ◾ | Measuring our compensation against practices from two benchmark sources (see below for more details) helps ensure that the CHCC has an ample and robust assessment of our competitive compensation posture; and |

  27. Benchmarking

    | ◾ | Considering multiple market references alleviates potential volatility inherent in a single-market data point and enhances the CHCC’s decisions by allowing it to rely on a more comprehensive set of market-competitive pay boundaries. |

  28. Benchmarking

    The CHCC reviewed with the Compensation Consultant the following benchmarking information in October 2022 for purposes of establishing 2023 compensation:

  29. Benchmarking

    | ◾ | Analyses of both the individual compensation elements and total compensation that we pay our NEOs compared to a peer group that consisted of companies with which we compete in the sale of products and services and for talent (“Proxy Peer Group”); and |

  30. Benchmarking

    | ◾ | Data from a third-party vendor survey, the 2022 Property and Casualty Insurance Compensation Survey for our NEOs against a group consisting of 55 property and casualty insurance organizations, including Selective, with annual median direct written premiums of $4.1 billion and annual median revenues of $4.2 billion. |

  31. Benchmarking

    As part of the 2023 compensation process, in late 2022, the Compensation Consultant furnished the CHCC with the most recent NEO compensation information available from the following:

  32. Benchmarking

    | Proxy Peer Group* | | Third-Party Vendor Survey | | Arch Capital Group, Ltd. | Kemper Corporation | Property and Casualty Insurance Compensation Survey | | Argo Group International Holdings, Ltd. | RLI Corporation | | | AXIS Capital Holdings Limited | The Hanover Insurance Group, Inc. | | | Cincinnati Financial Corporation | The Hartford Financial Services Group, Inc. | | | CNA Financial Corporation | United Fire Group, Inc. | | | Erie Indemnity Company | W. R. Berkley Corporation | | | Everest Re Group, Ltd. | | |

  33. Benchmarking

    * The Proxy Peer Group used in making 2023 compensation decisions was the same as the Proxy Peer Group used in 2022, other than the removal of State Auto Financial Corporation due to its acquisition and the addition of AXIS Capital Holdings Limited. Information for the Proxy Peer Group companies was obtained from proxy statements and other SEC filings. This information includes data on compensation components and comparative analyses of the overall financial performance of the Proxy Peer Group. The Proxy Peer Group is comprised of companies that provide similar products, have a similar geographic market scope, and compete with us for executive talent. The Property and Casualty Insurance Compensation Survey provides supplemental data from organizations of various sizes. We analyze data from across the property and casualty insurance industry because we strive to engage the best talent and recruit from organizations that are both smaller and larger than Selective. In late 2023 and early 2024, to evaluate 2023 and 2024 pay decisions, including the ACIP payouts for 2023, the CHCC reviewed information (i) from the Proxy Peer Group and (ii) reported in the 2023 Property and Casualty Insurance Compensation Survey, reflecting data from 57 organizations (including Selective) with annual median direct written premiums of $4.3 billion and annual median revenues of $3.8 billion. The CHCC reviewed compensation information from these two market reference sources in setting the NEOs’ total compensation (consisting of aggregate base salaries, ACIP payments, and LTIP awards) 14.2% below the combined benchmark median and 46.5% below the combined benchmark 75th percentile. The components comprising NEO total compensation for 2023 differed from market to varying degrees. Specifically, base salary was below the combined benchmark median by 6.1% and below the 75th percentile by 17.8% to balance fixed NEO compensation with overall company performance and TSR. Driven by the solid 2023 performance relative to annual financial, operational, and strategic objectives detailed below and financial and operational performance versus peers, ACIP awards were 3.3% above the combined benchmark median and 38.0% below the combined benchmark 75th percentile. The combined relative positioning of base salary and ACIP awards resulted in annual total cash compensation that was 7.5% above the combined benchmark median and 30.7% below the combined benchmark 75th percentile. The grant date fair value of our 2023 LTIP awards was 37.8% below the combined benchmark median and 57.8% below the combined benchmark 75th percentile. The CHCC felt that each NEO’s compensation was appropriate considering their accomplishments and contributions, the extent to which we achieved our 2023 goals, performance compared to projected industry performance, and our expense management. The CHCC deemed these compensation levels appropriate because of (i) overall company performance, (ii) our combined ratio and the impact of catastrophe and non-catastrophe property losses on underwriting results, (iii) the impact of higher interest rates on our investment results, (iv) our expenses, including our expense ratio, and (v) individual performance of our NEOs. Messrs. Wilcox and Harnett are excluded from this analysis given each executive’s prorated compensation in connection with each of their partial year service as Chief Financial Officer.

  34. 2023 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    2023 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION The table below shows the percentages of compensation for 2023 for the CEO and the other NEOs that are fixed compensation (i.e., base salary) versus variable compensation (i.e., ACIP and LTIP), and short-term incentive compensation (i.e., ACIP) versus long-term incentive compensation (i.e., LTIP). As indicated in the table below, the 2023 compensation allocation aligns closely with our compensation philosophy, which is designed to motivate our NEOs to achieve short- and long-term corporate objectives consistent with our stockholders’ economic interests. We strive to balance pay incentive elements and performance time horizons.

  35. 2023 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    | | Fixed Compensation | Variable Compensation | | | | NEOs | 2023 Base Salary | 2023 Short-Term (ACIP) | 2023 Long-Term (LTIP) | 2023 Total Variable (ACIP + LTIP) | | John J. Marchioni | 17% | 35% | 48% | 83% | | Anthony D. Harnett | 41% | 35%(1) | 24% | 59% | | Brenda M. Hall | 30% | 34% | 36% | 70% | | Michael H. Lanza | 36% | 31% | 33% | 64% | | Vincent M. Senia | 31% | 37% | 32% | 69% | | Mark A. Wilcox(2) | 34% | 0% | 66% | 66% |

  36. 2023 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    (1) Excludes Mr. Harnett’s $20,052 cash bonus for services rendered in connection with his transition to Interim Chief Financial Officer. (2) Mr. Wilcox was not eligible for a 2023 ACIP payout and forfeited his 2023 LTIP award upon his departure effective November 3, 2023. The chart below reflects the allocation of 2023 compensation among LTIP, ACIP, and base salary for the CEO and for all other NEOs, on average, including both Mr. Wilcox and Mr. Harnett(1): (1) Excludes Mr. Harnett’s $20,052 cash bonus for services rendered in connection with his transition to Interim Chief Financial Officer.

  37. Annual Cash Incentive Program

    Annual Cash Incentive Program Our ACIP is intended to link a meaningful portion of annual cash compensation to one or more pre-established annual short-term strategic and financial organizational performance goals. For 2023, all NEOs were eligible to participate in the ACIP; however, as Mr. Wilcox resigned effective November 3, 2023, he was not eligible to receive a payout under the 2023 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”).

  38. ELEMENTS OF LONG-TERM COMPENSATION

    ELEMENTS OF LONG-TERM COMPENSATION

  39. Design Elements

    Design Elements Our long-term incentive opportunities are intended to reward our NEOs and encourage their long-term retention. By aligning financial rewards with our stockholders’ economic interests, our NEOs are motivated to achieve our long-term strategic objectives and increase stockholder value. We use both cash and non-cash elements under our LTIP to deliver long-term compensation. LTIP awards are typically granted in overlapping three-year cycles and are allocated between performance-based restricted stock units and performance-based cash incentive units. By granting performance-based restricted stock units and performance-based cash incentive units with three-year performance periods, our goal is to encourage our NEOs to continue their tenure with us and align their economic interests with those of our stockholders.

  40. LTIP Award Grants

    LTIP Award Grants

  41. LTIP Award Grants

    | Performance Period | Restricted Stock Unit Performance Measures | Cash Incentive Unit Performance Measures | | 01/01/21 – 12/31/23 | 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, 2020), or achieve a 5% cumulative growth in policy count or statutory NPW at any calendar year end during the performance period. | Cumulative TSR over the three-year performance period, and cumulative three-year statutory NPW growth and statutory operating return on policyholder surplus(1) relative to peer index. | | 01/01/22 – 12/31/24 | 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, 2021), or achieve a 5% cumulative growth in policy count or statutory NPW at the end of the three-year performance period. | 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. | | 01/01/23 – 12/31/25 | 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, 2022), or achieve a 5% cumulative growth in policy count or statutory NPW at the end of the three-year performance period. | 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. |

  42. LTIP Award Grants

    (1) Statutory operating return on policyholder surplus is a profitability measurement calculated by dividing statutory operating income by the average policyholder surplus during the period. In determining the amount of LTIP awards granted to the NEOs in 2023, the CHCC considered several factors, including: (i) each NEO’s performance during the previous year, including the achievement of departmental goals and other projects and endeavors accomplished throughout the year; (ii) each NEO’s total compensation in comparison to our Proxy Peer Group and Property and Casualty Insurance Compensation Survey data; and (iii) our desire for long-term retention of high-performing executives. Performance-Based Restricted Stock Units Approximately 75% of the total grant date fair value of each NEO’s LTIP award made in 2023 consisted of performance-based restricted stock units granted under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan (the “Omnibus Stock Plan”), subject to the following conditions:

  43. LTIP Award Grants

    | ◾ | Three-year vesting period; and |

  44. LTIP Award Grants

    | ◾ | Achievement at the end of the three-year period beginning on January 1, 2023, and ending on December 31, 2025, 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, 2022), or (ii) a cumulative 5% growth in policy count or statutory NPW. |

  45. LTIP Award Grants

    Dividend equivalent units (“DEUs”) are credited on performance-based restricted stock units at the same time and same dividend rate paid to all Selective stockholders. Payments of DEUs, which are payable in shares of Selective common stock, remain subject to the same vesting conditions and performance measures as the underlying restricted stock units. DEUs are not paid unless and until the related restricted stock units vest. 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 approximate 25% of the total grant date fair value of each NEO’s LTIP award granted in 2023 consisted of performance-based cash incentive units granted under the Cash Incentive Plan, subject to, the following terms:

  46. LTIP Award Grants

    | ◾ | Three-year performance period; |

  47. LTIP Award Grants

    | ◾ | 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 beginning on January 1, 2023 and ending on December 31, 2025; and |

  48. LTIP Award Grants

    | ◾ | The number of cash incentive units ultimately earned increases or decreases based on the performance criteria in the following table: |

  49. LTIP Award Grants

    | Matrix of Potential Performance-Based Cash Incentive Unit Payouts (as a % of Initial Award Value) | | | | | | | | | | Cumulative 3-Year Statutory Net Premium Growth Relative to Peer Index | >=80% | 100% | 108% | 117% | 125% | 133% | 142% | 150% | | | 70% | 86% | 100% | 108% | 117% | 125% | 133% | 142% | | | 60% | 72% | 86% | 100% | 108% | 117% | 125% | 133% | | | 50% | 58% | 72% | 86% | 100% | 108% | 117% | 125% | | | 40% | 44% | 58% | 72% | 86% | 100% | 108% | 117% | | | 30% | 30% | 44% | 58% | 72% | 86% | 100% | 108% | | | <=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 | | | | | | | |

  50. LTIP Award Grants

    In establishing the 2023 peer group to compare performance and determine the ultimate number of performance-based cash incentive units earned (the “Cash Incentive Unit Peer Group”), the CHCC strived to include companies with similar premium volume, product mixes, and geographic operations, and independent insurance agents product distribution. The Cash Incentive Unit Peer Group used for 2023 was consistent with that used in 2022. 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:

  51. LTIP Award Grants

    | Auto-Owners Insurance Group | Liberty Mutual Group Inc. | | Cincinnati Financial Corporation | The Hanover Insurance Group, Inc. | | CNA Financial Corporation | United Fire Group, Inc. | | Donegal Insurance Group | Utica National Insurance Group | | Erie Indemnity Company | Westfield Group |

  52. Timing of LTIP Awards

    Timing of LTIP Awards LTIP awards are generally granted each year after Selective releases year-end results.

  53. 2020 LTIP Award Grant Results

    2020 LTIP Award Grant Results The following table summarizes the achievement of the performance metrics for the 2020 LTIP award grants and the corresponding payout in 2023:

  54. 2020 LTIP Award Grant Results

    | Performance Metrics | Actual Performance Versus Performance Metrics | Percentage Achieved | | 2020 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, 2019), or achieve a 5% cumulative growth in policy count or statutory NPW at any calendar year-end during the performance period. | Achieved 12% cumulative non-GAAP operating ROE and 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, 2020 to December 31, 2022. | Achieved a TSR of 142.03%, a statutory operating return on policyholder surplus of 42%, and NPW growth of 33%(3) | 150% of units at $142.03 |

  55. 2020 LTIP Award Grant Results

    (1) The 12% cumulative non-GAAP operating ROE and 5% cumulative growth in statutory NPW targets were achieved for the performance period, resulting in a 100% payout of the restricted stock units. (2) Cash incentive unit awards are denominated in units and granted at a target amount, with an initial value of $100. The number and final value of the cash incentive units ultimately earned by the NEOs are variable, depending on the level of achievement of the underlying performance metrics. For the 2020 awards, the final dollar value of the cash incentive units ($142.03) appreciation or depreciation was based on TSR, determined using the change in Selective’s common stock price and reinvested dividends over the award’s three-year performance period. The number of 2020 cash incentive units ultimately earned (150%) 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) Selective’s cumulative three-year statutory operating return on policyholder surplus of 42% positioned us in the 100th percentile of the Cash Incentive Unit Peer Group. The cumulative three-year statutory NPW growth of 33% placed us in the 100th percentile of the Cash Incentive Unit Peer Group, resulting in the earning of 150% of the cash incentive units initially granted. Please refer to the Matrix of Potential Performance-Based Cash Incentive Unit Payouts above.

  56. 2023 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | LTIP award granted in 2023 was 5.2% higher than his award granted in 2022, to increase the CEO’s allocation to long-term compensation and more closely align compensation with benchmark median; and |

  57. 2023 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Total compensation, including salary paid, ACIP payment, and LTIP award was 0.8% higher in 2023 than 2022. |

  58. 2023 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | LTIP awards granted in February 2023, compared to LTIP awards granted in February 2022, increased 4.9% for Mr. Harnett, 9.5% for Ms. Hall, 4.8% for Mr. Lanza, and 7.1% for Mr. Senia to increase the NEOs’ allocation to long-term compensation and better align competitively with external compensation benchmark sources; |

  59. 2023 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Total compensation, including salary paid, ACIP payments, and LTIP awards, compared to 2022, increased 23.5% for Mr. Harnett (including $20,052 cash bonus for services rendered in connection with his transition to Interim Chief Financial Officer), 5.6% for Ms. Hall, 0.8% for Mr. Lanza, and 2.0% for Mr. Senia; and |

  60. 2023 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | With respect to Mr. Wilcox, his base salary rate increased 1.4% for 2023, however, he ceased receiving his salary, was not eligible for a 2023 ACIP payout, and forfeited his 2023 LTIP award (which increased 7.1%) due to his departure from the organization effective November 3, 2023. |

  61. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS SICA has entered into employment agreements with its key executive officers, including the NEOs. Each employment agreement provides for severance in the event of termination: (i) due to death or Disability; (ii) without “Cause”; (iii) due to resignation for “Good Reason” within two years following a “Change in Control” (as each capitalized term is defined in the applicable employment agreement); (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) for the CEO, a resignation at any time for Good Reason. The CHCC believes these agreements are important for the recruitment and retention of key executives, and its Compensation Consultant advised that the employment agreements’ terms were market competitive within our peer group when executed. Furthermore, after or in connection with a change in control, uncertainty may arise among our key executives about their continued employment, possibly leading to their distraction or departure. The purpose of the employment agreements is to retain our key executives and reinforce and encourage their continued attention and dedication during the potentially critical period of a change in control. The change in control provisions of the NEOs’ employment agreements concerning severance payments, outstanding awards under our stock and cash plans, and continued insurance coverages or coverage reimbursement, are triggered following the NEO’s employment termination without Cause or the resignation of the NEO for 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” section of this Proxy Statement. This section includes information on multipliers used in calculating the severance payment and duration of reimbursement for the cost of certain benefit coverages provided to individual executives upon termination. We believe these multipliers are consistent with each NEO’s level and value of position to the organization. SICA’s current employment agreements do not contain excise tax gross-up provisions.

  62. TAX TREATMENT AND ACCOUNTING

    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 certain other NEOs. In considering the goals of our executive compensation program in making its compensation decisions, the CHCC retains the flexibility to award compensation it believes to be in Selective’s best long-term interests, even if the awards may not be fully deductible under Code Section 162(m). 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 restricted stock unit awards) and at market value on the date of vesting for liability instruments (including cash incentive unit awards). The CHCC has considered the impact of GAAP on our use of stock-based compensation as a retention tool. The CHCC has determined that the current estimated costs of using 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 be exempt from or, where applicable, comply with the provisions of Section 409A of the Code. For example, if the executives are “specified employees” under Section 409A of the Code, any payments of deferred compensation under our nonqualified deferred compensation plans that are triggered by the executive officer’s separation from service are not payable before the first day of the seventh month after the executive’s date of separation from service. COMPENSATION COMMITTEE REPORT The Compensation and Human Capital Committee establishes general executive compensation policies and establishes the salaries and bonuses of Selective’s named executive officers, including the Chief Executive Officer. The Compensation and Human Capital 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, and the Board approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement. Submitted by the Compensation and Human Capital Committee of the Board,

  63. TAX TREATMENT AND ACCOUNTING

    | Philip H. Urban, Chairperson | Stephen C. Mills | | Ainar D. Aijala, Jr. | Cynthia S. Nicholson | | Lisa Rojas Bacus | J. Brian Thebault* |

  64. TAX TREATMENT AND ACCOUNTING

    * Mr. Thebault is not standing for reelection at the Annual Meeting and therefore will no longer serve on the Board following the Annual Meeting. The Compensation Committee Report does not constitute soliciting material, and it 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. SUMMARY COMPENSATION TABLE The following Summary Compensation Table reflects the compensation earned by or paid to the NEOs during 2023, 2022, and 2021.

  65. TAX TREATMENT AND ACCOUNTING

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | John J. Marchioni President and Chief Executive Officer | 2023 2022 2021 | 1,000,000 988,462 925,000 | | 2,764,181 2,628,160 2,124,100 | 2,000,000 2,100,000 2,300,000 | 130,795 – – | 88,850 93,565 86,525 | 5,983,826 5,810,187 5,435,625 | | Anthony D. Harnett SVP, Chief Accounting Officer and Interim Chief Financial Officer | 2023 | 381,842 | 20,052(5) | 223,495 | 335,967 | 38,804 | 32,325 | 1,032,485 | | Brenda M. Hall EVP, Chief Operating Officer, Standard Lines | 2023 2022 2021 | 529,615 490,769 437,692 | | 636,374 580,954 482,753 | 610,000 610,000 610,000 | 32,328 – – | 52,192 46,915 37,488 | 1,860,510 1,728,638 1,567,933 | | Michael H. Lanza EVP, General Counsel and Chief Compliance Officer | 2023 2022 2021 | 585,923 578,462 568,462 | | 550,077 525,097 500,014 | 510,000 530,000 580,000 | 78,462 – – | 52,803 57,169 66,019 | 1,777,265 1,690,728 1,714,495 | | Vincent M. Senia EVP, Chief Actuary | 2023 2022 2021 | 438,923 431,462 421,769 | | 450,026 420,053 375,077 | 510,000 520,000 565,000 | – – – | 42,808 47,674 35,850 | 1,441,757 1,419,189 1,397,696 | | Mark A. Wilcox(6) Former EVP, Chief Financial Officer | 2023 2022 2021 | 622,408 692,308 648,464 | | 1,218,874 1,137,671 965,506 | – 1,100,000 1,200,000 | – – – | 65,885 63,912 65,119 | 1,907,166 2,993,891 2,879,089 |

  66. PENSION BENEFITS

    PENSION BENEFITS SICA maintains a tax-qualified, non-contributory defined benefit pension plan, the Retirement Income Plan. Many SICA employees, including Mr. Marchioni, Ms. Hall, Mr. Harnett, and Mr. Lanza, 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. Benefits under the Retirement Income Plan and SERP were curtailed in the first quarter of 2013, when both plans were amended to cease accrual of additional benefits 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. 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 the 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.

  67. PENSION BENEFITS

    | 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. |

  68. PENSION BENEFITS

    | 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. |

  69. PENSION BENEFITS

    | 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. |

  70. PENSION BENEFITS

    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 their 65th birthday, the amount of the monthly benefit will be reduced as follows:

  71. PENSION BENEFITS

    | ◾ | 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); |

  72. PENSION BENEFITS

    | ◾ | 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 |

  73. PENSION BENEFITS

    | ◾ | By 40% plus 1/600th per month for each month before age 55. |

  74. PENSION BENEFITS

    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. Based on Mr. Senia’s hire date of October 4, 2010 and Mr. Wilcox’s hire date of January 1, 2017, they were not eligible to participate in the Retirement Income Plan or the SERP:

  75. PENSION BENEFITS

    | Name(1) | Plan Name | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | | John J. Marchioni | Retirement Income Plan | 17.25 | 405,242 | – | | | SERP | 17.25 | 656,403 | – | | Brenda M. Hall | Retirement Income Plan | 13.42 | 293,501 | – | | | SERP | 13.42 | 12,633 | – | | Michael H. Lanza | Retirement Income Plan | 10.67 | 360,348 | – | | | SERP | 10.67 | 344,186 | – | | Anthony Harnett | Retirement Income Plan | 15.58 | 299,370 | – | | | SERP | 15.58 | 1,763 | – |

  76. PENSION BENEFITS

    (1) Mr. Marchioni, Ms. Hall, Mr. Harnett, and Mr. Lanza are each early retirement eligible under the terms of the Retirement Income Plan and the SERP. (2) The Retirement Income Plan imposes a one-year waiting period for plan participation, which year is not included in years of credited service. (3) Present value as of December 31, 2023, is calculated based on Normal Retirement Age of 65 using a 5.02% discount rate. For further discussion, see Note 15. “Retirement Plans” in Item 8. “Financial Statements and Supplementary Data.” of our 2023 Annual Report.

  77. NONQUALIFIED DEFERRED COMPENSATION

    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 2023, 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 those plans effective as of March 31, 2016, all participants affected by the curtailment, including the NEOs, became eligible for the non-elective contribution effected on April 5, 2013. The following table shows information regarding nonqualified deferred compensation of our NEOs:

  78. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023 ($)(1) | Company Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($)(4) | | John J. Marchioni | 40,000 | 58,094 | 243,185 | – | 1,609,025 | | Anthony D. Harnett | 30,547 | 2,553 | 20,065 | (57,221) | 223,391 | | Brenda M. Hall | 51,685 | 15,790 | 121,864 | – | 720,915 | | Michael H. Lanza | 61,655 | 23,244 | 182,044 | – | 1,109,930 | | Vincent M. Senia | 295,114 | 10,749 | 55,787 | – | 604,334 | | Mark A. Wilcox | 1,019,961 | 32,921 | 770,705 | – | 4,335,302 |

  79. NONQUALIFIED DEFERRED COMPENSATION

    (1) Amounts in this column are attributable to (i) 2023 salaries deferred by Messrs. Marchioni, Harnett, Lanza, Senia, and Wilcox and Ms. Hall, which are included in the Salary column of the Summary Compensation Table; and (ii) 2022 ACIP awards credited in 2023 deferred by Ms. Hall, Mr. Lanza, Mr. Senia, and Mr. Wilcox, which are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) Amounts in this column are included in the All Other Compensation column of the Summary Compensation Table for the year in which it was paid. (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 contributions of the NEOs and SICA to the Deferred Compensation Plan:

  80. NONQUALIFIED DEFERRED COMPENSATION

    | ◾ | For 2021: Mr. Marchioni, $63,677; Ms. Hall, $34,385; Mr. Lanza, $34,523; Mr. Senia, $35,250; and Mr. Wilcox, $1,031,008. |

  81. NONQUALIFIED DEFERRED COMPENSATION

    | ◾ | For 2022: Mr. Marchioni, $93,513; Ms. Hall, $52,869; Mr. Lanza, $58,377; Mr. Senia, $41,403; and Mr. Wilcox, $1,145,085. |

  82. NONQUALIFIED DEFERRED COMPENSATION

    | ◾ | For 2023: Mr. Marchioni, $98,094; Mr. Harnett, $33,100; Ms. Hall, $67,475; Mr. Lanza, $84,900; Mr. Senia, $305,863; and Mr. Wilcox, $1,052,883. |

  83. NONQUALIFIED DEFERRED COMPENSATION

    The All Other Compensation column of the Summary Compensation Table includes company matching contributions under the Deferred Compensation Plan added to the NEOs account in 2024 with respect to compensation earned in plan-year 2023. EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL SICA entered into employment agreements or amended employment agreements, as applicable, with: (i) Mr. Marchioni, commencing as of February 1, 2020, in connection with his appointment as President and Chief Executive Officer; (ii) Mr. Harnett, commencing as of November 4, 2023, in connection with his appointment as Interim Chief Financial Officer; (iii) Ms. Hall, commencing as of September 30, 2019, in connection with her promotion to Executive Vice President; (iv) Mr. Lanza, commencing as of March 2, 2020, to conform his agreement to SICA’s current terms; (v) Mr. Senia, commencing as of June 6, 2017, in connection with his promotion to Executive Vice President; and (vi) Mr. Wilcox, commencing as of January 1, 2017, in connection with his commencement of employment (collectively, the “Employment Agreements”). The following tables summarize the principal provisions of the Employment Agreements.

  84. NONQUALIFIED DEFERRED COMPENSATION

    | 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 (based on date of hire), 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 per SICA’s policies. | | Perquisites | Suitable offices, secretarial and other services, and other perquisites to which other SICA executives 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) NEO’s 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 NEO’s consent), Resignation for Good Reason by CEO: ◾ Multiple(3) of: (i) NEOs salary; plus (ii) average of three most recent annual cash incentive payments paid in 12 equal installments. ◾ Partial reimbursement for the cost of medical, dental, and vision 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 Good Reason, 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. |

  85. NONQUALIFIED DEFERRED COMPENSATION

    | Severance and Benefits on Termination after Change in Control | For termination without Cause or resignation for Good Reason for: (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) NEO’s salary plus target annual cash incentive payment; or (ii) NEO’s salary plus the average of NEO’s annual cash incentive payments for the three calendar years prior to the calendar year in which the termination occurs, paid in lump sum. ◾ Partial reimbursement for the cost of medical, dental, and vision insurance coverage in effect for NEO and dependents until the earlier of a 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%. | | Release; Confidentiality and Non-Solicitation | ◾ Receipt of severance payments and benefits conditioned upon: ◾ Entry into release of claims; and ◾ 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 assignment of intellectual property rights. |

  86. NONQUALIFIED DEFERRED COMPENSATION

    (1) The initial three-year term ended or will end as follows:

  87. NONQUALIFIED DEFERRED COMPENSATION

    | NEO | Date | | Mr. Marchioni | January 31, 2023 | | Mr. Harnett | November 1, 2026 | | Ms. Hall | September 30, 2022 | | Mr. Lanza | March 2, 2023 | | Mr. Senia | June 12, 2020 | | Mr. Wilcox* | January 1, 2020 |

  88. NONQUALIFIED DEFERRED COMPENSATION

    *Mr. Wilcox resigned as our Chief Financial Officer effective November 3, 2023. (2) The annual base salary rates for the NEOs, as of February 26, 2023, were as follows: Mr. Marchioni, $1,000,000; Mr. Harnett, $342,770; Ms. Hall, $535,000; Mr. Lanza, $587,000; Mr. Senia, $440,000; and Mr. Wilcox, $710,000. Effective November 4, 2023, Mr. Harnett’s annual base salary rate was increased to $603,460 in connection with his appointment as Interim Chief Financial Officer. (3) For Mr. Marchioni, the multiple is two, and for Messrs. Harnett, Lanza, Senia, and Wilcox and Ms. Hall the multiple is 1.5. (4) For Mr. Marchioni, the period is 24 months, and for Messrs. Harnett, Lanza, Senia, and Wilcox and Ms. Hall, the period is 18 months. (5) For Mr. Marchioni, the multiple is 2.99. For Messrs. Harnett, Lanza, Senia, and Wilcox and Ms. Hall, the calculation for the severance payment is 1.5 times the sum of the NEO’s salary and the average of the NEO’s annual cash incentive payments for the three calendar years prior to the calendar year in which the termination occurs. (6) For Mr. Marchioni, the period is 36 months, and for Messrs. Harnett, Lanza, Senia, and Wilcox and Ms. Hall, the period is 18 months. Except with respect to Mr. Wilcox, who resigned effective November 3, 2023, the following table shows information regarding payments and benefits to which our NEOs would be entitled under the terms of their respective Employment Agreements and the scenarios shown as of December 31, 2023:

  89. NONQUALIFIED DEFERRED COMPENSATION

    | 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) | | John J. Marchioni | – | 9,880,230 | 16,280,230 | 16,328,193 | 21,660,563 | | Anthony D. Harnett | – | 823,226 | 2,061,459 | 2,097,406 | 2,238,650 | | Brenda M. Hall | – | 2,241,882 | 3,904,382 | 3,940,329 | 4,117,730 | | Michael H. Lanza | – | 2,041,278 | 3,751,778 | 3,787,725 | 4,191,766 | | Vincent M. Senia | – | 1,603,817 | 3,043,817 | 3,080,826 | 3,285,164 |

  90. NONQUALIFIED DEFERRED COMPENSATION

    (1) Other than a resignation for Good Reason. (2) This column includes the value of earned and unearned 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. As each of Messrs. Lanza and Senia have attained early retirement eligibility, their respective restricted stock unit awards have vested, but their ultimate payment value will only be determined upon achievement of each award’s applicable performance condition. 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, 2023. Under the Cash Incentive Plan, 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. As each of Messrs. Lanza and Senia have attained early retirement eligibility, their respective cash incentive unit awards have vested, but their ultimate payment value will only be determined upon achievement of each award’s applicable performance conditions. (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 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 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, 2023. Under the Cash Incentive Plan, in the event of death or total disability, the NEOs’ awards would fully vest and be payable following the end of the applicable three-year performance period. This column also includes the cash severance payment provided for in each NEO’s Employment Agreement. (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, 2023. The cash incentive unit awards would fully vest and be payable following the end of the applicable three-year performance period. Also included in this column are the cash severance payment and the value of applicable medical, dental, and vision 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 within two years 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 within two years 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, 2023. Also included in this column are the cash severance payment and the value of applicable medical, dental, and vision coverages, as provided for in each NEO’s Employment Agreement. Payments upon a Termination of Employment Mr. Wilcox’s employment terminated effective as of November 3, 2023. As Mr. Wilcox voluntarily resigned to pursue other opportunities, he was not entitled to any payments in connection with the termination of his employment and all of his outstanding unvested equity awards were forfeited.

  91. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO, Mr. Marchioni, to that of our median employee. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules require us to identify a new median employee at least once every three years. We did this for fiscal year 2023 by tabulating 2023 W-2 Medicare Wages on December 31, 2023. In our analysis, we included all employees employed by us on December 31, 2023, whether employed full-time, part-time, or seasonally, excluding the CEO. We did not make any adjustments or annualize compensation for employees who we did not employ for all of 2023. We believe the use of W-2 Medicare Wages is a simple and consistent methodology that we can easily replicate in future years. This methodology is consistent with our approach for identifying the previous median employee. Mr. Marchioni’s 2023 total compensation was $5,983,826 (reflected in the Summary Compensation Table), and our median employee’s 2023 total compensation was $115,778. Mr. Marchioni’s 2023 total compensation was approximately 52 times that of our median employee. PAY VERSUS PERFORMANCE The table below discloses “Compensation Actually Paid” (“CAP”), calculated under SEC rules, for (i) Selective’s principal executive officer (“PEO”) and (ii) Selective’s NEOs other than the PEO, on an average basis, as well as certain financial performance measures for Selective for the past four fiscal years. Mr. Marchioni served as PEO during 2023, 2022 and 2021. During 2020, Gregory E. Murphy served as PEO until January 31, 2020, after which time Mr. Marchioni was appointed as PEO. Consistent with SEC rules, Selective has identified GAAP Combined Ratio as its “Company-Selected Measure,” an accepted insurance industry standard of profitability. Selective believes that this measure represents the most important financial performance measure used to link CAP to company performance. GAAP Combined Ratio is a key component of Selective’s compensation program, as described in our Compensation Discussion and Analysis section above.

  92. Pay Versus Performance Table

    Pay Versus Performance Table

  93. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table (“SCT”) Total for PEO ($)(1) (b1) | SCT Table Total for PEO ($)(1) (b2) | CAP to PEO ($)(1)(2)(3) (c1) | CAP to PEO ($)(1)(2)(4) (c2) | Average SCT Total for Non-PEO NEOs ($)(5) (d) | Average CAP to Non-PEO NEOs ($)(2)(5)(6) (e) | Total Share-Holder Return ($)(7) (f) | Peer Group Total Share-holder Return ($)(7) (g) | Net Income ($) (h) | GAAP Combined Ratio (%) (i) | | 2023 | 5,983,826 | – | 7,598,807 | – | 1,603,837 | 992,458 | 161.42 | 123.18 | 365,238 | 96.5 | | 2022 | 5,810,187 | – | 7,100,961 | – | 1,958,112 | 2,282,919 | 142.03 | 108.70 | 224,886 | 95.1 | | 2021 | 5,435,625 | – | 7,471,943 | – | 1,889,803 | 2,490,130 | 129.52 | 101.26 | 403,837 | 92.8 | | 2020 | 5,130,406 | 5,370,502 | 5,319,126 | 5,606,083 | 2,196,253 | 2,287,992 | 104.46 | 90.45 | 246,355 | 94.9 |

  94. Pay Versus Performance Table

    (1) The dollar amounts reported in columns (b1) and (b2) are the amounts of total compensation reported for the Company’s PEO for each corresponding fiscal year in the “Total” column of the SCT. Mr. Marchioni served as PEO during 2023, 2022 and 2021. During 2020, Gregory E. Murphy served as PEO until January 31, 2020, after which time Mr. Marchioni was appointed as PEO. Mr. Murphy served as our Executive Chairman from February 1, 2020 through December 31, 2020. Consistent with SEC rules, we have included Mr. Murphy’s total 2020 compensation, including his compensation for service as Executive Chairman from February 1, 2020 through December 31, 2020, as reflected in Mr. Murphy’s total compensation amount set forth in columns (b2) and (c2). No relationship can be drawn between PEO (c2) and performance measures because Mr. Murphy was only a PEO for one month of the reported disclosure period. (2) Consistent with SEC rules, we made the following adjustments to the SCT totals for NEOs to calculate CAP amounts:

  95. Pay Versus Performance Table

    | ◾ | Deducted the actuarial increase in the present value of each applicable NEO’s pension benefits under SICA’s defined benefit pension plans, which represented changes in pension values primarily attributable to an increase in the discount rate used to calculate present value and the use of the most-recently released mortality tables. See tables below for quantitative detail for the PEOs and non-PEO NEOs. |

  96. Pay Versus Performance Table

    | ◾ | Added changes in pension values attributable to current years’ service and any change in pension value attributable to plan amendments made during each fiscal year. Our pension plan is closed to new entrants and existing participants ceased accruing benefits after March 31, 2016. There were no amendments to the pension plan in each fiscal year that changed that pension value. |

  97. Pay Versus Performance Table

    | ◾ | Deducted the grant date fair values for the performance-based restricted stock unit (“RSU”) and performance-based cash incentive unit (“CIU”) awards granted to the NEOs. See tables below for quantitative detail for the PEOs and non-PEO NEOs. |

  98. Pay Versus Performance Table

    | ◾ | Added the fair values of performance-based RSU (and related accrued dividend equivalent units) and performance-based CIU awards granted to the NEOs in each year, valued as of each fiscal year end. See tables below for quantitative detail for the PEO and non-PEO NEOs. |

  99. Pay Versus Performance Table

    | ◾ | Added the year-over-year change in fair value of the prior years' unvested performance-based RSU (and related accrued dividend equivalent units) and performance-based CIU awards, and the awards that vested during each fiscal year. See tables below for quantitative detail for the PEO and non-PEO NEOs. |

  100. Pay Versus Performance Table

    Additionally, assumptions made in the valuation of the 2023, 2022, 2021, and 2020 grants of performance-based RSU awards, and the 2023, 2022, 2021, and 2020 grants of performance-based CIU awards that differ materially from those disclosed as of the grant date of such awards include adjustment of:

  101. Pay Versus Performance Table

    | ◾ | Selective's common stock price per share and reinvested dividends to reflect the measurement date value (instead of the common stock price per share and reinvested dividends at grant date). Measurement date represents each fiscal year end or the date of vesting for those awards that vested in each fiscal year. |

  102. Pay Versus Performance Table

    | ◾ | Per unit values for the performance-based CIU awards for the TSR value at the measurement date (instead of using the initial per unit value of $100). |

  103. Pay Versus Performance Table

    | ◾ | The peer group multiplier for CIU awards to reflect the Monte Carlo valuation received at the measurement date, recorded on a one-quarter lag (instead of using the initial peer group multiplier of 100%). |

  104. Pay Versus Performance Table

    (3) The following table reconciles SCT Total for PEO (b1) to Total CAP to PEO (c1):

  105. Pay Versus Performance Table

    | PEO (c1): | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2021 | | SCT Total ($) (A) | 5,983,826 | 5,810,187 | 5,435,625 | 5,130,406 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (B) | 130,795 | – | – | 239,169 | | Added to CAP: Pension Value Attributable to Fiscal Years' Service and Plan Amendments ($) (C) | – | – | – | – | | Deducted from SCT: Grant Date Fair Value of Awards ($) (D) | 2,764,181 | 2,628,160 | 2,124,100 | 1,648,685 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(1) (E) | 3,264,588 | 3,420,746 | 3,075,273 | 1,810,867 | | Added to CAP: Change in Fair Value of Prior Years' Unvested Awards ($)(1) (F) | 1,001,299 | 584,812 | 1,093,366 | 244,246 | | Added to CAP: Change in Fair Value of Prior Years' Awards that Vested in Fiscal Year ($)(1) (G) | 244,070 | (86,623) | (8,221) | 21,461 | | Total CAP (A - B + C - D + E + F + G) | 7,598,807 | 7,100,961 | 7,471,943 | 5,319,126 |

  106. Pay Versus Performance Table

    (1) The table below shows information on performance-based RSU awards and performance-based CIU awards previously granted to PEO (c1).

  107. Pay Versus Performance Table

    | PEO (c1): | | | | | | Fiscal Year | Fair Value of Equity Awards Granted in Fiscal Year at Fiscal Year End ($) | Change in Fair Value of Prior Years' Awards Unvested ($) | Change in Fair Value of Prior Years' Awards that Vested in Fiscal Year ($) | Equity Fair Value Included in Compensation Actually Paid ($) | | 2023 | | | | | | RSUs | 2,071,218 | 696,533 | 244,070 | 3,011,821 | | CIUs | 1,193,370 | 304,766 | – | 1,498,136 | | Total | 3,264,588 | 1,001,299 | 244,070 | 4,509,957 |

  108. Pay Versus Performance Table

    | 2022 | | | | | | RSUs | 2,310,409 | 406,192 | (86,623) | 2,629,977 | | CIUs | 1,110,337 | 178,620 | – | 1,288,957 | | Total | 3,420,746 | 584,812 | (86,623) | 3,918,934 | | 2021 | | | | | | RSUs | 2,052,416 | 598,684 | (36,748) | 2,614,352 | | CIUs | 1,022,857 | 494,682 | 28,527 | 1,546,066 | | Total | 3,075,273 | 1,093,366 | (8,221) | 4,160,419 | | 2020 | | | | | | RSUs | 1,255,857 | 117,570 | 54,475 | 1,427,902 | | CIUs | 555,010 | 126,676 | (33,014) | 648,673 | | Total | 1,810,867 | 244,246 | 21,461 | 2,076,575 |

  109. Pay Versus Performance Table

    (4) The following table reconciles SCT Total for PEO (b2) to Total CAP to PEO (c2):

  110. Pay Versus Performance Table

    | PEO (c2): | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | | SCT Total ($) (A) | n/a | n/a | n/a | 5,370,502 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (B) | n/a | n/a | n/a | 380,329 | | Added to CAP: Pension Value Attributable to Fiscal Years' Service and Plan Amendments ($) (C) | n/a | n/a | n/a | – | | Deducted from SCT: Grant Date Fair Value of Awards ($) (D) | n/a | n/a | n/a | 2,100,004 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(1) (E) | n/a | n/a | n/a | 2,284,638 | | Added to CAP: Change in Fair Value of Prior Years' Unvested Awards ($)(1) (F) | n/a | n/a | n/a | 395,669 | | Added to CAP: Change in Fair Value of Prior Years' Awards that Vested in Fiscal ($)(1) (G) | n/a | n/a | n/a | 35,607 | | Total CAP (A - B + C - D + E + F + G) | n/a | n/a | n/a | 5,606,083 |

  111. Pay Versus Performance Table

    (1) The table below shows information on performance-based RSUs and performance-based CIUs previously granted to PEO (c2).

  112. Pay Versus Performance Table

    | PEO (c2): | | | | | | Fiscal Year | Fair Value of Equity Awards Granted in Fiscal Year at Fiscal Year End ($) | Change in Fair Value of Prior Years’ Awards Unvested ($) | Change in Fair Value of Prior Years’ Awards that Vested in Fiscal Year ($) | Equity Fair Value Included in Compensation Actually Paid ($) | | 2023 | | | | | | RSUs | n/a | n/a | n/a | n/a | | CIUs | n/a | n/a | n/a | n/a | | Total | n/a | n/a | n/a | n/a | | 2022 | | | | | | RSUs | n/a | n/a | n/a | n/a | | CIUs | n/a | n/a | n/a | n/a | | Total | n/a | n/a | n/a | n/a | | 2021 | | | | | | RSUs | n/a | n/a | n/a | n/a | | CIUs | n/a | n/a | n/a | n/a | | Total | n/a | n/a | n/a | n/a | | 2020 | | | | | | RSUs | 1,599,049 | 190,096 | 90,788 | 1,879,933 | | CIUs | 685,589 | 205,573 | (55,181) | 835,981 | | Total | 2,284,638 | 395,669 | 35,607 | 2,715,914 |

  113. Pay Versus Performance Table

    (5) The dollar amounts reported in column (d) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. For 2023, the Non-PEO NEOs were Messrs. Harnett, Lanza, Senia, and Wilcox and Ms. Hall. For 2022, 2021, and 2020, the Non-PEO NEOs were Messrs. Wilcox, Lanza, and Senia, and Ms. Hall. (6) The following table reconciles Average SCT Total for Non-PEO NEOs (d) to Average CAP to Non-PEO NEOs (e):

  114. Pay Versus Performance Table

    | Average for Non-PEO NEOs: | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | | SCT Total ($) (A) | 1,603,837 | 1,958,112 | 1,889,803 | 2,196,253 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (B) | 29,919 | – | – | 101,198 | | Added to CAP: Pension Value Attributable to Fiscal Years' Service and Plan Amendments ($) (C) | – | – | – | – | | Deducted from SCT: Grant Date Fair Value of Awards ($) (D) | 615,769 | 665,944 | 580,838 | 637,958 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(1) (E) | 437,329 | 863,214 | 835,690 | 698,107 | | Added to CAP: Change in Fair Value of Prior Years' Unvested Awards ($)(1) (F) | 132,153 | 158,607 | 348,738 | 120,014 | | Added to CAP: Change in Fair Value of Prior Years' Awards that Vested in Fiscal Year ($)(1) (G) | 62,458 | (31,070) | (3,263) | 12,774 | | Deducted from CAP: Fair Value at End of Prior Fiscal Year on Awards Granted in Prior Fiscal Years Not Meeting Vesting Conditions ($)(1) (H) | 597,631(2) | – | – | – | | Total CAP (A - B + C - D + E + F + G - H) | 992,458(3) | 2,282,919 | 2,490,130 | 2,287,992 |

  115. Pay Versus Performance Table

    (1) The table below shows information on performance-based RSUs and performance-based CIUs previously granted to the Non-PEO NEOs.

  116. Pay Versus Performance Table

    | | Average for Non-PEO NEOs: | | | | | | Fiscal Year | Fair Value of Equity Awards Granted in Fiscal Year at Fiscal Year End ($) | Change in Fair Value of Prior Years’ Awards Unvested ($) | Change in Fair Value of Prior Years’ Awards that Vested in Fiscal Year ($) | Fair Value at End of Prior Fiscal Year on Awards Granted in Prior Fiscal Years Not Meeting Vesting Conditions ($) | Equity Fair Value Included in Compensation Actually Paid ($) | | 2023 | | | | | | | RSUs | 277,099 | 90,533 | 62,458 | (399,002) | 31,088 | | CIUs | 160,230 | 41,620 | – | (198,629) | 3,221 | | Total | 437,329 | 132,153 | 62,458 | (597,631) | 34,309 | | 2022 | | | | | | | RSUs | 583,518 | 108,458 | (31,070) | – | 660,907 | | CIUs | 279,695 | 50,149 | – | – | 329,844 | | Total | 863,214 | 158,607 | (31,070) | – | 990,751 | | 2021 | | | | | | | RSUs | 559,612 | 188,746 | (14,317) | – | 734,040 | | CIUs | 276,078 | 159,992 | 11,054 | – | 447,124 | | Total | 835,690 | 348,738 | (3,263) | – | 1,181,165 | | 2020 | | | | | | | RSUs | 485,891 | 55,881 | 32,425 | – | 574,197 | | CIUs | 212,216 | 64,133 | (19,651) | – | 256,698 | | Total | 698,107 | 120,014 | 12,774 | – | 830,894 |

  117. Pay Versus Performance Table

    (2) Average includes a ($2,988,157) adjustment related to Mr. Wilcox’s forfeited 2021 and 2022 RSU and CIU awards. (3) Average includes no fair value adjustment related to Mr. Wilcox’s forfeited 2023 RSU and CIU awards and a ($2,988,157) adjustment for his forfeited 2021 and 2022 RSU and CIU awards. (7) We used our peer group for purposes of Item 201(e) of Regulation S-K to calculate peer group total shareholder return. The peer group is a select group of peer companies comprised of Nasdaq-listed companies in SIC Code 6330-6339, Fire, Marine, and Casualty Insurance provided to us by Research Data Group, Inc. The peer group was comprised of the same companies for the 2020-2022 data presented. In 2023, Skyward Specialty Insurance Group, Inc. was added to the peer group and Trean Insurance Group, Inc. and Unico American Corporation were removed from the peer group, as they were both delisted from Nasdaq.

  118. Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ainar D. Aijala, Jr. | 100,000 | 110,078 | 210,078 | | Lisa Rojas Bacus | 100,000 | 110,078 | 210,078 | | John C. Burville(3) | 33,799 | 0 | 33,799 | | Terrence W. Cavanaugh | 100,052 | 110,078 | 210,131 | | Wole C. Coaxum | 100,000 | 110,078 | 210,078 | | Robert Kelly Doherty | 140,000 | 110,078 | 250,078 | | Thomas A. McCarthy | 135,052 | 110,078 | 245,131 | | Stephen C. Mills | 100,000 | 110,078 | 210,078 | | H. Elizabeth Mitchell | 135,000 | 110,078 | 245,078 | | Michael J. Morrissey(3) | 42,123 | 0 | 42,123 | | Cynthia S. Nicholson | 125,052 | 110,078 | 235,131 | | William M. Rue(3) | 33,699 | 0 | 33,699 | | John S. Scheid | 100,000 | 110,078 | 210,078 | | J. Brian Thebault | 100,000 | 110,078 | 210,078 | | Philip H. Urban | 119,310 | 110,078 | 229,389 |

  119. Description of the 2024 Plan

    | ◾ | The maximum aggregate grant date value of shares of common stock subject to awards granted to any non-employee director during any calendar year for services rendered as a non-employee director, taken together with any cash fees earned by such non-employee director for services rendered as a non-employee director during the calendar year, may not exceed $750,000 in total value. |