DEF 14A of Selective Insurance Group Inc, Mar 26, 2025

DEF 14A of Selective Insurance Group Inc

Filed Mar 26, 2025 · FY20240001104659-25-028157

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

  2. Demographics

    Demographics Under our Corporate Governance Guidelines, interviewee pools for director candidates include individuals of diverse gender, race, and culture. 50% of our director nominees self-identify as diverse. Four director nominees self-identify as female; three director nominees self-identify as racially or ethnically diverse; and one director nominee self-identifies as LGBTQ+. The tenure of our director nominees is as follows: 50% have served five years or less; 42% have served six through ten years; and 8% have served eleven through fifteen years. The ages of our director nominees are as follows: 25% are age 50 through 59; 67% are age 60 through 69; and 8% are age 71 as of the date of this Proxy Statement.

  3. 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 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. All 12 director nominees have consented to be named in this Proxy Statement and to serve if elected. The Board does not know of any reason a director nominee would decline or be unable to serve if elected. If a director nominee becomes unavailable or unable to serve before the Annual Meeting, the Board can reduce its size or designate a substitute director nominee. If the Board designates a substitute director nominee, proxies that would have been cast for the original director nominee will be cast for the substitute director nominee unless contrary instructions are given.

  4. Director Nominees

    | NOMINEES OF THE BOARD OF DIRECTORS | | | Ainar D. Aijala, Jr. | | | Age: 68 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 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 has also 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. |

  5. Director Nominees

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

  6. Director Nominees

    | Wole C. Coaxum | | | Age: 54 Director since: 2020 Independent Director Board Committees: Finance and Investments, Risk | Background Information ◾ Founder, Chief Executive Officer, and Director, Mobility Capital Finance, Inc. (MoCaFi), since 2015. ◾ 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. ◾ Director, Tech:NYC, since 2023. ◾ Trustee, Phillips Exeter Academy, 2012 to 2024. ◾ Director, Roosevelt Institute, 2017 to 2021; Board Treasurer, 2020 to 2021. ◾ 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 founded and is the president and chief executive officer of a digital banking platform that offers tools to improve the efficiency of governments providing resources to individuals in underserved communities. His FinTech experience helps inform Selective’s InsurTech strategies and his senior management, financial services, and insurance knowledge helps guide our overall strategies. Mr. Coaxum’s extensive experience enables him to provide keen insights into financial services, risk management, insurance, and corporate sustainability and responsibility issues. His experience as a reinsurance broker supports the Risk Committee’s oversight of the organization’s reinsurance program. For these reasons, the Board believes Mr. Coaxum is qualified to serve as a director. | | Robert Kelly Doherty | | | Age: 66 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. |

  7. Director Nominees

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

  8. Director Nominees

    | Stephen C. Mills | | | Age: 65 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. ◾ Director, Project Level, since February 2025. ◾ Member, Board of Trustees and Audit Committee, Ariel Investments, 2015 to January 2025. ◾ Director, Madison Square Garden Networks, 2020 to 2021. ◾ Director, Ladies Professional Golf Association, since 2023. ◾ 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. ◾ Director, AMC Networks (Nasdaq: AMCX), since 2024. 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. Having served 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 advance our marketing strategies. He is knowledgeable on corporate sustainability and social responsibility issues. For these reasons, the Board believes Mr. Mills is qualified to serve as a director. | | H. Elizabeth Mitchell | | | Age: 63 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., 2018 to December 2024. ◾ 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. ◾ College of the Holy Cross (B.A.). ◾ NACD Directorship Certified®. ◾ CERT Certificate in Cybersecurity Oversight. |

  9. Director Nominees

    | Other Public Company Board Service ◾ Director and Audit Committee Member, Principal Financial Group (Nasdaq: PFG), since 2022. ◾ Director and Audit Committee Member, Enact Holdings, Inc., since March 2025. 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. |

  10. Director Nominees

    | Cynthia S. Nicholson | | | Age: 61 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., 2019 to October 2024. ◾ 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, 2017 to July 2024. ◾ 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 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 culture building and she is a Managing Member of Band of Sisters, LLC, which assists corporate leaders build inclusive cultures. This experience and knowledge will help inform Selective’s human capital strategies. For these reasons, the Board believes Ms. Nicholson is qualified to serve as a director. |

  11. Director Nominees

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

  12. Director Nominees

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

  13. Board Meetings and Committees

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

  14. Board Meetings and Committees

    | ◾ | Audit Committee; |

  15. Board Meetings and Committees

    | ◾ | Corporate Governance and Nominating Committee; |

  16. Board Meetings and Committees

    | ◾ | Compensation and Human Capital Committee; |

  17. Board Meetings and Committees

    | ◾ | Executive Committee; |

  18. Board Meetings and Committees

    | ◾ | Finance and Investments Committee; and |

  19. Board Meetings and Committees

    | ◾ | Risk Committee. |

  20. Board Meetings and Committees

    The Corporate Governance and Nominating Committee is responsible for evaluating and making recommendations to the Board concerning the appointment of directors to the six committees and the selection of committee chairpersons. The Board generally favors the periodic rotation of committee chairpersons, but also recognizes that it may not always be in Selective’s best interest to change a Board committee chairperson, such as when a director has special knowledge or experience. It is anticipated that Board committee chairpersons will serve up to an average of approximately five consecutive years to facilitate rotation of committee chairpersons, while maintaining experienced leadership. The following tables provide information on each of the six standing committees and its current members:

  21. Board Meetings and Committees

    | Audit Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 6 | | Responsibilities: The Audit Committee monitors: (i) the integrity of the financial statements of Selective; (ii) the compliance by Selective with legal and regulatory requirements and adopted ethical standards; (iii) the independence and qualifications of Selective’s independent auditors; and (iv) the performance of the internal auditors and independent auditors. Specifically, the Audit Committee: ◾ Oversees our annual audits and quarterly reviews of the financial statements. ◾ Monitors the adequacy and effectiveness of our financial reporting process and systems of internal controls. ◾ Reviews and discusses with Selective’s management, Chief Audit Executive, and independent auditors Selective’s financial statements, reports, and other information provided to the public and filed with the SEC, as well as critical accounting policies and practices and critical audit matters. ◾ Prior to its inclusion in any audited statutory financial statements, reviews the report prepared by management, assessing the effectiveness of internal control over financial reporting and stating management’s responsibility for establishing and maintaining adequate internal control over financial reporting. ◾ Monitors the activities of the Internal Audit Department and reviews and approves the Internal Audit Department’s budget, resources, audit plan, and charter. ◾ Reviews and concurs in the appointment, replacement, reassignment, or dismissal of the Chief Audit Executive and the Chief Audit Executive’s performance review and compensation awards. ◾ Discusses significant financial risk exposures, including Selective’s loss and loss expense reserves, and the steps management has taken to monitor, control, and report such exposures. ◾ Appoints Selective’s independent registered public accounting firm and supervises the relationship between Selective and its independent auditors, including reviewing their performance, making decisions about their compensation, retention, and removal, reviewing and approving in advance their audit services and permitted non-audit services, and confirming the independence of the independent auditors. ◾ Oversees Selective’s Related Person Transactions Policy and Procedures and reviews and approves proposed transactions. ◾ Oversees procedures for the (a) receipt, retention, and treatment of complaints received by Selective regarding accounting, internal accounting controls, or auditing matters, and (b) confidential, anonymous submissions by employees of Selective of concerns regarding questionable accounting or auditing matters. | | | Director Members: | Independent | | H. Elizabeth Mitchell, Chairperson | Yes | | Terrence W. Cavanaugh | Yes | | Robert Kelly Doherty | Yes | | John S. Scheid, Designated Audit Committee financial expert* | Yes | | Philip H. Urban** | Yes | | *The designation as the Audit Committee financial expert does not impose on such designee any duties, obligations, or liabilities that are greater than those of any other member of the Audit Committee and the Board. ** Mr. Urban is not standing for reelection at the Annual Meeting and therefore will no longer serve on the Board following the Annual Meeting. | |

  22. Board Meetings and Committees

    | Compensation and Human Capital Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 6 | | Responsibilities: The Compensation and Human Capital Committee’s purposes are to: (i) oversee and review Selective’s executive officer and non-employee director compensation plans and practices, including incentive compensation and equity-based plans; (ii) review the performance of management in achieving corporate goals and objectives; (iii) review matters related to succession planning and professional development for executive officers; (iv) assure that Selective’s executive officers are compensated effectively consistent with Selective’s financial performance, strategy, competitive practices, and regulatory requirements; and (v) assist with Board oversight of the Company’s strategies relating to human capital management (“HCM”), which includes employee health and safety. Specifically, the Compensation and Human Capital Committee: ◾ Reviews Selective’s compensation strategy to ensure that executive officers are rewarded appropriately for their contributions, including those related to Selective’s growth and profitability. ◾ Evaluates annually the performance of the CEO and the other executive officers in light of Selective’s goals and objectives. ◾ Determines and approves, or recommends to the Board for its approval, the compensation of the CEO and the other executive officers. ◾ Review perquisites and other personal benefits to executive officers and directors. ◾ Reviews and approves compensation for non-employee directors. ◾ Interprets and administers any executive officer compensation plans, including determining participant eligibility, the number and type of awards available for grant, the terms of such awards, and the performance goals applicable to awards. ◾ Oversees, monitors and administers Selective’s compensation recoupment policies and procedures. ◾ Assists the Board in its oversight of Selective’s hedging and pledging policies applicable to Selective’s executive officers and directors. ◾ Reviews and considers the results of any advisory vote on executive officer compensation (“say-on-pay” vote) and the results of any advisory vote on the frequency of say-on-pay votes (“say-on-frequency” votes). ◾ Provides recommendations to the Board on compensation-related proposals to be considered at Selective’s annual meeting, including the say-on-pay vote and the say-on-frequency vote. ◾ Reviews matters related to succession planning and professional development for executive officers. ◾ Reviews periodically with the CEO the plans for succession of Selective’s CEO, other executive officers, and other key employees, including plans for succession in the event of an emergency, and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions. ◾ Reviews periodic updates from management on initiatives and progress in the area of HCM. ◾ Reviews the independence and engagement of the independent executive compensation consultant. The Compensation and Human Capital Committee may form subcommittees for any purpose it deems appropriate, delegating to such subcommittees such power and authority as the Compensation and Human Capital Committee deems appropriate; provided, however, that (i) no subcommittee shall have fewer than two members and (ii) the Compensation and Human Capital Committee shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the Compensation and Human Capital Committee as a whole. To the extent permitted by applicable laws, rules, and regulations and Selective’s incentive compensation plans and equity-based compensation plans, the Compensation and Human Capital Committee may delegate to management the administration of such incentive compensation plans and equity-based compensation plans for persons not subject to the reporting requirements of Section 16 of the Exchange Act. Delegation shall not limit or restrict the Compensation and Human Capital Committee on any delegated matter, and any related committee action shall not limit or restrict the Compensation and Human Capital Committee’s future actions. | | | Director Members: | Independent | | Philip H. Urban*, Chairperson | Yes | | Ainar D. Aijala, Jr. | Yes | | Lisa Rojas Bacus | Yes | | Stephen C. Mills | Yes | | Cynthia S. Nicholson | Yes |

  23. Board Meetings and Committees

    | * Mr. Urban is not standing for reelection at the Annual Meeting and, therefore, will no longer serve on the Board following the Annual Meeting. | | | Corporate Governance and Nominating Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 4 | | Responsibilities: The Governance and Nominating Committee’s purposes are to: (i) establish criteria for the selection of directors and to identify and recommend to the Board the nominees for director in connection with Selective’s annual meeting of stockholders; (ii) advise the Board with respect to the Board composition, procedures, and committees; (iii) identify and recommend to the Board the members of the Board to serve on the Board’s committees; (iv) oversee the evaluation of the Board; (v) oversee Selective’s corporate governance policies and procedures; and (vi) oversee management’s activities to address corporate sustainability and social responsibility issues and trends. Specifically, the Governance and Nominating Committee: ◾ Reviews and assesses the adequacy of Selective’s Corporate Governance Guidelines and recommends changes to the Board. ◾ Recommends to the Board the directors to serve as members of the Board committees, chairpersons of the committees, and Lead Independent Director. ◾ Advises the Board regarding Board composition, succession, procedures, and committees. ◾ Reviews and updates Selective’s Code of Conduct and reviews conflicts of interest or other issues that may arise under the Code of Conduct involving Selective’s officers or directors. ◾ Monitors Selective’s compliance with the SEC’s employee conflict of interest requirements. ◾ Oversees the self-evaluations of the Board and its committees. ◾ Oversees management’s activities to advance corporate sustainability and social responsibility. ◾ Makes a recommendation to the Board on whether to accept an incumbent director’s tendered resignation if the director fails to receive a majority vote in an uncontested election of directors. ◾ Reviews all proposals submitted by stockholders for inclusion in Selective’s proxy statement for its annual meeting of stockholders and results of stockholder advisory votes and recommends to the Board how to respond to such proposals and advisory votes. | | | Director Members: | Independent | | Cynthia S. Nicholson, Chairperson | Yes | | Ainar D. Aijala, Jr. | Yes | | Lisa Rojas Bacus | Yes | | Stephen C. Mills | Yes | | Kate E. R. Sampson | Yes |

  24. Board Meetings and Committees

    | Executive Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 1 | | Responsibilities: The Executive Committee exercises the authority of the Board, except as otherwise limited by law, including during the intervals between regularly scheduled Board meetings when Board action is needed. The Chairperson of the Executive Committee reports to the full Board on the Executive Committee’s activities. Specifically, the Executive Committee: ◾ Takes action on matters brought before it when the Board is not in session, except with respect to the Company’s investments and except as expressly prohibited by the New Jersey Business Corporation Act, as amended, or such other applicable law, rule, and regulation. ◾ Takes such other actions and does such other things as may be referred to it from time to time by the Board. | | | Director Members: | Independent | | John J. Marchioni, Chairperson | No | | Robert Kelly Doherty | Yes | | Thomas A. McCarthy | Yes | | H. Elizabeth Mitchell | Yes | | Cynthia S. Nicholson | Yes | | John S. Scheid | Yes | | Philip H. Urban* | Yes | | * Mr. Urban is not standing for reelection at the Annual Meeting and therefore will no longer serve on the Board following the Annual Meeting. | | | Finance and Investments Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 5 | | Responsibilities: The Finance and Investments Committee reviews and makes recommendations to the Board concerning certain of Selective’s financial affairs and policies, financial planning, capital structure and management, dividend policy and dividends, share repurchases, and strategic plans and transactions. The Finance and Investments Committee oversees investment policies, strategies, and programs. Specifically, the Finance and Investments Committee: ◾ Reviews and approves changes to Selective’s investment policies, strategies, and programs. ◾ Reviews investment transactions made on behalf of Selective and reviews the performance of Selective’s investment portfolio and external investment managers. ◾ Discusses Selective’s major investment risk exposures with management, including the steps management has taken to monitor and manage such exposures. ◾ Reviews Selective’s capital structure and reviews and makes recommendations to the Board about Selective’s financial policies and corporate finance matters, including (i) financial planning, cash flow management, fiscal and treasury policies, and financial risk assessment and management, (ii) the issuance, retirement, or repurchase of debt, equity, insurance-linked securities, and other securities, and (iii) other transactions or financial issues that management desires the Finance and Investments Committee to review. ◾ Reviews matters relating to the investment portfolios of the benefit plans of Selective and its subsidiaries, including the administration and performance of such portfolios. ◾ Appoints members of Selective’s Management Investment Committee. ◾ Reviews and makes recommendations to the Board regarding the payment of dividends. ◾ Oversees management’s incorporation of corporate sustainability and social responsibility considerations into their due diligence and investment decision-making process, as appropriate. | |

  25. Board Meetings and Committees

    | Director Members: | Independent | | Thomas A. McCarthy, Chairperson | Yes | | Wole C. Coaxum | Yes | | Robert Kelly Doherty | Yes | | Stephen C. Mills | Yes | | Kate E. R. Sampson | Yes | | Risk Committee | | | Written Charter is available on Selective’s website at www.selective.com/investors/corporate-governance | 2024 Meetings: 4 | | Responsibilities: The Risk Committee assists the Board in overseeing Selective’s operational activities and identifies and reviews related risks. The Risk Committee is also responsible for oversight of the Selective’s enterprise risk management framework and practices. Specifically, the Risk Committee: ◾ Oversees the implementation, execution, and performance of Selective’s enterprise risk management program, including risk (i) culture and governance; (ii) identification and prioritization; (iii) appetite, tolerances, and limits; (iv) management and controls; and (v) reporting and communication, including Selective’s Own Risk Solvency Assessment filed with the applicable state insurance regulators. ◾ Monitors Selective’s major operational risks, including underwriting, claims, catastrophe, climate change, business continuity, reputational and other emerging risks. ◾ Oversees the reinsurance program of Selective’s insurance subsidiaries, including the structure, pricing, and participating reinsurers’ financial strength. ◾ Reviews material corporate insurance policies of Selective and its insurance subsidiaries. ◾ Monitors Selective’s information technology security program and the controls around cybersecurity, artificial intelligence, and data privacy, including plans to enhance the program’s effectiveness. The Risk Committee also monitors Selective’s business continuity and disaster recovery plans. | | | Director Members: | Independent | | John S. Scheid, Chairperson | Yes | | Terrence W. Cavanaugh | Yes | | Wole C. Coaxum | Yes | | Thomas A. McCarthy | Yes | | H. Elizabeth Mitchell | Yes |

  26. Compensation Risk Assessment

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

  27. EXECUTIVE COMPENSATION

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

  28. EXECUTIVE COMPENSATION

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

  29. EXECUTIVE COMPENSATION

    | ◾ | Patrick S. Brennan, Executive Vice President and Chief Financial Officer*; |

  30. EXECUTIVE COMPENSATION

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

  31. EXECUTIVE COMPENSATION

    | ◾ | Joseph O. Eppers, Executive Vice President, Chief Investment Officer; |

  32. EXECUTIVE COMPENSATION

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

  33. EXECUTIVE COMPENSATION

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

  34. EXECUTIVE COMPENSATION

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

  35. CEO Pay for Performance

    | | 2020 | 2021 | 2022 | 2023 | 2024 | | CEO Total Compensation (Base Salary + Annual Cash Incentive Plan + Total Long-Term Incentive Program Compensation) | $4,800,608 | $5,349,100 | $5,716,622 | $5,764,181 | $6,221,568 | | $ Change from Prior Year | -$1,991,793(1) | +$548,492 | +$367,522 | +$47,559 | +$457,387 | | % Change from Prior Year | -29.3% | +11.4% | +6.9% | +0.8% | +7.9% | | One-Year TSR | +4.5% | +24.0% | +9.7% | +13.7% | -4.6% | | Three-Year TSR | +18.9% | +40.2% | +42.0% | +54.5% | +18.9% | | Five-Year TSR | +114.1% | +103.6% | +61.6% | +74.7% | +54.0% |

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

    Role and Function of the Compensation & Human Capital Committee (CHCC), the Compensation Consultant, and Management The CHCC oversees executive compensation and retains an independent executive compensation consultant, Exequity LLP (the “Compensation Consultant”), to advise it on executive and director compensation matters. The Compensation Consultant (i) reviews our NEO compensation structure and amounts, (ii) prepares comprehensive competitive compensation analyses for our NEOs, (iii) provides counsel to the CHCC about award metrics, compensation components, amounts allocated to those components, and the total compensation opportunities for the CEO and the other NEOs, and (iv) attends CHCC meetings. The Compensation Consultant has advised the CHCC since 2007. The Compensation Consultant advises the CHCC on executive and director compensation matters and does not provide any additional services to Selective. The CHCC determined that the Compensation Consultant has no conflicts of interest with Selective based on applicable SEC and Nasdaq rules. The CHCC has full autonomy to make compensation decisions about the NEOs, incorporating information and advice from the Compensation Consultant. In 2024, Mr. Marchioni made recommendations to the CHCC regarding the other NEOs’ compensation, based on his assessment of their annual performance, contributions to Selective, and potential for advancement. Mr. Marchioni did not participate in the deliberations on his compensation. In making its compensation decisions, the CHCC also considers (i) pre-established guidelines regarding award amounts, (ii) pay levels at companies with which we compete for business and executive talent (discussed below), (iii) Selective’s performance, (iv) executive retention issues, (v) internal compensation parity, and (vi) advancement in abilities, experience, and responsibilities. As part of their usual duties and responsibilities, the Executive Vice President, Chief Human Resources Officer, and certain other human resources officers provide the CHCC with information about the overall design of the executive compensation program and its components.

  37. Compensation Elements

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

  38. Compensation Elements

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

  39. 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. |

  40. 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, focusing on property and casualty insurance holding companies. The CHCC believes that:

  41. 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; |

  42. 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 |

  43. 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. |

  44. Benchmarking

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

  45. 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 |

  46. Benchmarking

    | ◾ | Data from a third-party vendor survey, the 2023 Property and Casualty Insurance Compensation Survey for our NEOs against a group consisting of 57 property and casualty insurance organizations, including Selective, with annual median direct written premiums of $4.3 billion and annual median revenues of $3.8 billion. |

  47. Benchmarking

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

  48. 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. | | |

  49. Benchmarking

    * The Proxy Peer Group used in making 2024 compensation decisions was the same as the Proxy Peer Group used in 2023. Information for the Proxy Peer Group companies was obtained from proxy statements and other SEC filings. This information includes data on compensation components and comparative analyses of the overall financial performance of the Proxy Peer Group. The Proxy Peer Group is comprised of companies that provide similar products, have a similar geographic market scope, and compete with us for executive talent. The Property and Casualty Insurance Compensation Survey provides supplemental data from organizations of various sizes. We also analyze data from across the property and casualty insurance industry because we strive to engage the best talent and recruit from organizations that are both smaller and larger than Selective. In late 2024 and early 2025, to evaluate 2024 and 2025 pay decisions, including the ACIP payouts for 2024, the CHCC reviewed information (i) from the Proxy Peer Group (excluding Argo Group International Holdings, Ltd., which was acquired) and (ii) reported in the 2024 Property and Casualty Insurance Compensation Survey group consisting of 59 property and casualty insurance organizations, including Selective, with annual median direct written premiums of $4.4 billion and annual median revenues of $3.6 billion. The CHCC reviewed compensation information from these two market reference sources in setting the NEOs’ total compensation (consisting of aggregate base salaries, ACIP payments, and LTIP awards) 15.9% below the combined benchmark median. The components comprising NEO total compensation for 2024 differed from market to varying degrees. Specifically, base salary was below the combined benchmark median by 4.0%. Driven by the challenging 2024 performance relative to annual financial and operational goals, ACIP awards were considerably lower for 2024 than for 2023 and were 33.6% below the combined benchmark median. The relative positioning of the combined base salary and ACIP awards resulted in annual total cash compensation that was 21.5% below the combined benchmark median. The grant date fair value of our 2024 LTIP awards was 2.6% below the combined benchmark median. The CHCC felt that each NEO’s compensation, on an absolute basis and in relation to market references, was appropriate considering their individual accomplishments and contributions, performance relative to 2024 financial, operational, and strategic goals, performance compared to projected industry performance, and our expense management. Mr. Harnett is excluded from this analysis given his prorated compensation in connection with his service as Interim Chief Financial Officer. Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024. As such, his compensation is included and reflects his 2024 base salary rate and his Make-Whole and Retention Awards (defined below).

  50. 2024 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    2024 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION The table below shows the percentages of compensation for 2024 for the CEO and the other NEOs that are fixed compensation (i.e., base salary) versus variable compensation (i.e., ACIP and LTIP), and short-term incentive compensation (i.e., ACIP) versus long-term incentive compensation (i.e., LTIP). As indicated in the table below, the 2024 compensation allocation aligns closely with our compensation philosophy, which is designed to motivate our NEOs to achieve short- and long-term corporate objectives consistent with our stockholders’ economic interests. We strive to balance pay incentive elements and performance time horizons.

  51. 2024 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    | | Fixed Compensation | Variable Compensation | | | | NEOs | 2024 Base Salary | 2024 Short-Term (ACIP) | 2024 Long-Term (LTIP) | 2024 Total Variable (ACIP + LTIP) | | John J. Marchioni | 17% | 19% | 64% | 83% | | Patrick S. Brennan(1) | 8% | 37%(3) | 55%(4) | 92% | | Anthony D. Harnett(2) | 43% | 33% | 24% | 57% | | Joseph O. Eppers | 29% | 32% | 39% | 71% | | Brenda M. Hall | 29% | 19% | 52% | 71% | | Michael H. Lanza | 41% | 21% | 38% | 59% |

  52. 2024 ELEMENTS OF COMPENSATION AND ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION

    (1) Mr. Brennan was appointed Executive Vice President and Chief Financial Officer effective October 1, 2024. (2) Mr. Harnett ceased serving as Interim Chief Financial Officer on October 1, 2024, and continues to serve as Senior Vice President and Chief Accounting Officer. (3) Reflects Mr. Brennan’s $500,000 Make-Whole ACIP Payment (defined below), and $220,000 Cash Make-Whole and Retention Award (defined below). (4) Mr. Brennan did not participate in the LTIP in 2024; however, his employment agreement provided for the Equity Make-Whole and Retention Award (defined below). The chart below reflects the allocation of 2024 compensation among LTIP, ACIP, and base salary for the CEO and the average for all other NEOs: * Average percentages include Mr. Mr. Brennan’s Make-Whole ACIP Payment and Make-Whole and Retention Awards.

  53. 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 2024, all NEOs were eligible to participate in the ACIP; however, as discussed below, Mr. Brennan received the Make-Whole ACIP Payment for the 2024 performance year. Additionally, as described below, the ACIP calculation for Mr. Eppers, our Chief Investment Officer, is determined under an Investment Department ACIP framework that focuses primarily on investment-related criteria. ACIP awards are granted under the Selective Insurance Group, Inc. Cash Incentive Plan, As Amended and Restated as of May 1, 2014 (the “Cash Incentive Plan”).

  54. ELEMENTS OF LONG-TERM COMPENSATION

    ELEMENTS OF LONG-TERM COMPENSATION

  55. 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, we seek to align our NEOs’ economic interests with those of our stockholders and further support retention.

  56. LTIP Award Grants

    LTIP Award Grants

  57. LTIP Award Grants

    | Performance Period | Restricted Stock Unit Performance Measures | Cash Incentive Unit Performance Measures | | 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 or loss 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(1) 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 or loss 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. | | 01/01/24 – 12/31/26 | Generate 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, 2023), 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. |

  58. LTIP Award Grants

    (1) Statutory operating return on policyholder surplus is a profitability measurement calculated by dividing statutory operating income by the average policyholder surplus during the performance period. In determining the amount of LTIP awards granted to the NEOs in 2024 (except for Mr. Brennan), the CHCC considered several factors, including: (i) each NEO’s performance during the previous year, including the achievement of departmental goals and other projects and endeavors accomplished throughout the year; (ii) each NEO’s total compensation in comparison to our Proxy Peer Group and Property and Casualty Insurance Compensation Survey data; and (iii) our desire for long-term retention of high-performing executives. Performance-Based Restricted Stock Units Approximately 75% of the total grant date fair value of each NEO’s LTIP award made in 2024 (except for Mr. Brennan) consisted of performance-based restricted stock units granted under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan (the “Omnibus Stock Plan”), subject to the following conditions:

  59. LTIP Award Grants

    | ◾ | Three-year vesting period; and |

  60. LTIP Award Grants

    | ◾ | Achievement at the end of the three-year period beginning on January 1, 2024, and ending on December 31, 2026, 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, 2023), or (ii) a cumulative 5% growth in policy count or statutory NPW. |

  61. 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. Using performance-based restricted stock units aligns this component of our NEOs’ compensation with overall corporate performance and stockholder interests. Performance-Based Cash Incentive Units The remaining approximate 25% of the total grant date fair value of each NEO’s LTIP award granted in 2024 (except for Mr. Brennan) consisted of performance-based cash incentive units granted under the Cash Incentive Plan, subject to, the following terms:

  62. LTIP Award Grants

    | ◾ | Three-year performance period; |

  63. 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, 2024, and ending on December 31, 2026; and |

  64. LTIP Award Grants

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

  65. 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 | | | | | | | |

  66. LTIP Award Grants

    In establishing the 2024 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 sought to include companies with similar premium volume, product mix, geographic operations, and independent insurance agents product distribution. The Cash Incentive Unit Peer Group used for 2024 was consistent with that used in 2023. 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:

  67. 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 |

  68. Timing of LTIP Awards

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

  69. 2021 LTIP Award Grant Results

    2021 LTIP Award Grant Results The following table summarizes the achievement of the performance metrics for the 2021 LTIP award grants and the corresponding payout in 2024:

  70. 2021 LTIP Award Grant Results

    | Performance Metrics | Actual Performance Versus Performance Metrics | Percentage Achieved | | 2021 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, 2020), or achieve a 5% cumulative growth in policy count or statutory NPW at any calendar year-end during the performance period. | Achieved at least 12% cumulative non-GAAP operating ROE and 5% cumulative growth of NPW | 100% | | Cash Incentive Units(1) 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, 2021 to December 31, 2023. | Achieved a TSR of 154.53%, a statutory operating return on policyholder surplus of 41%, and NPW growth of 49%(2) | 150% of units at $154.53 |

  71. 2021 LTIP Award Grant Results

    (1) 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. (2) Selective’s cumulative three-year statutory operating return on policyholder surplus of 41% positioned us in the 100th percentile of the Cash Incentive Unit Peer Group. The cumulative three-year statutory NPW growth of 49% 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.

  72. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Base salary rate increased 5.0% from 2023 to reflect Mr. Marchioni’s strong performance in 2023 and to better align with peer benchmarks; |

  73. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Grant date value of LTIP award granted in February 2024 was 44.0% higher than his award granted in February 2023 to better align the equity component of his pay mix with that of the Proxy Peer Group and to more closely align the magnitude of his total compensation with benchmark medians; and |

  74. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Total compensation, including salary paid, ACIP payment, and LTIP award, was 7.9% higher in 2024 than 2023. |

  75. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | The grant date values of LTIP awards granted in February 2024, compared to LTIP awards granted in February 2023, increased 58.5% for Mr. Harnett, 72.5% for Mr. Eppers, and 54.8% for Ms. Hall. Such increases were made to better align the equity components of their respective pay mixes with those of the Proxy Peer Group and to more closely align the magnitude of their total compensation with benchmark medians. Mr. Lanza’s LTIP award was unchanged; |

  76. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Total compensation, including salary paid, ACIP payments, and LTIP awards, compared to 2023, increased 58.2% for Mr. Harnett (primarily attributable to his tenure as Interim Chief Financial Officer), 28.0% for Mr. Eppers, and 7.3% for Ms. Hall, and decreased 12.0% for Mr. Lanza. As Mr. Brennan’s appointment was effective October 1, 2024, no total compensation comparison can be made. |

  77. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Actively managed a diversified, high quality investment portfolio that supported Selective’s capital needs and long-term objectives; |

  78. 2024 COMPENSATION ACTIONS FOR THE CEO AND OTHER NEOS

    | ◾ | Delivering strong total return results that exceeded the portfolio benchmark; |

  79. 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 terms of the employment agreements, when executed, were market-competitive within our peer group. 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.

  80. 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,

  81. TAX TREATMENT AND ACCOUNTING

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

  82. TAX TREATMENT AND ACCOUNTING

    * Mr. Urban 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. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION In response to Item 402(x)(1) of Regulation S-K, Selective does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Selective, however, maintains a Policy on Granting Equity and Cash Incentive Unit Awards specifying that Selective will grant LTIP awards, other than new hire awards and interim promotion and retention awards, at a meeting of the CHCC held following the release of the Company’s fourth quarter and year-end earnings results. Under the policy, LTIP awards to Section 16 “officers” must be approved by the CHCC at a meeting or by unanimous written consent. The grant date of any LTIP award approved at a meeting, or by unanimous consent, of the CHCC will be the date of such meeting or unanimous written consent. SUMMARY COMPENSATION TABLE The following Summary Compensation Table reflects the compensation earned by or paid to the NEOs during 2024, 2023, and 2022.

  83. 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 | 2024 2023 2022 | 1,042,308 1,000,000 988,462 | | 3,979,260 2,764,181 2,628,160 | 1,200,000 2,000,000 2,100,000 | – 130,795 – | 93,096 88,850 93,565 | 6,314,664 5,983,826 5,810,187 | | Patrick S. Brennan EVP, Chief Financial Officer | 2024 | 160,000 | 220,000(5) | 1,052,548(6) | 500,000 | – | – | 1,932,548 | | Anthony D. Harnett SVP, Chief Accounting Officer and Former Interim Chief Financial Officer | 2024 2023 | 634,958 381,842 | – 20,052(7) | 354,292 223,495 | 500,000 335,967 | – 38,804 | 54,644 32,325 | 1,543,895 1,032,485 | | Joseph O. Eppers EVP, Chief Investment Officer | 2024 | 443,538 | | 592,386 | 500,000 | – | 38,801 | 1,574,725 | | Brenda M. Hall EVP, Chief Operating Officer, Standard Lines | 2024 2023 2022 | 556,154 529,615 490,769 | | 984,851 636,374 580,954 | 365,000 610,000 610,000 | – 32,328 – | 51,523 52,192 46,915 | 1,957,528 1,860,510 1,728,638 | | Michael H. Lanza EVP, General Counsel and Chief Compliance Officer | 2024 2023 2022 | 593,769 585,923 578,462 | | 550,068 550,077 525,097 | 305,000 510,000 530,000 | – 78,462 – | 53,807 52,803 57,169 | 1,502,644 1,777,265 1,690,728 |

  84. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows the stock vesting of awards by our NEOs in 2024:

  85. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | John J. Marchioni | 34,678 | 3,833,129 | | Patrick S. Brennan | - | - | | Anthony D. Harnett | 2,995 | 331,071 | | Joseph O. Eppers | 4,021 | 444,490 | | Brenda M. Hall | 7,881 | 871,171 | | Michael H. Lanza | 7,881 | 871,171 |

  86. OPTION EXERCISES AND STOCK VESTED

    (1) Amounts in this column include the number of performance-based restricted stock units and related accrued DEUs that vested in 2024, and performance-based cash incentive units paid in 2024. The amounts reflected in this column are attributable to the number of performance-based restricted stock units and related accrued DEUs as follows: Mr. Marchioni, 26,428; Mr. Harnett, 2,283; Mr. Eppers, 3,064; Ms. Hall, 6,006; and Mr. Lanza, 6,006. The amounts reflected in this column are attributable to the number of performance-based cash incentive units as follows: Mr. Marchioni, 8,250; Mr. Harnett, 712; Mr. Eppers, 957; Ms. Hall, 1,875; and Mr. Lanza, 1,875. (2) Amounts in this column include the value of performance-based restricted stock units and related accrued DEUs that vested in 2024, and the amount paid for performance-based cash incentive units in 2024. The amounts reflected in this column are attributable to the number of performance-based restricted stock units and related accrued DEUs as follows: Mr. Marchioni, 2,558,256; Mr. Harnett, 220,968; Mr. Eppers, 296,605; Ms. Hall, 581,427; and Mr. Lanza, 581,427. The amounts reflected in the table attributable to performance-based cash incentive units are as follows: Mr. Marchioni, 1,274,873; Mr. Harnett, 110,103; Mr. Eppers, 147,885; Ms. Hall, 289,744; and Mr. Lanza, 289,744.

  87. 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, Mr. Harnett, Ms. Hall, 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.

  88. 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. |

  89. 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. |

  90. 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. |

  91. 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:

  92. 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); |

  93. 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 |

  94. PENSION BENEFITS

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

  95. 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. Brennan’s hire date of October 1, 2024, and Mr. Eppers’ hire date of March 2, 2015, they are not eligible to participate in the Retirement Income Plan or the SERP:

  96. 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 | 378,275 | – | | | SERP | 17.25 | 612,722 | – | | Anthony D. Harnett | Retirement Income Plan | 15.58 | 273,152 | – | | | SERP | 15.58 | 1,609 | – | | Brenda M. Hall | Retirement Income Plan | 13.42 | 271,488 | – | | | SERP | 13.42 | 11,685 | – | | Michael H. Lanza | Retirement Income Plan | 10.67 | 352,614 | – | | | SERP | 10.67 | 336,798 | – |

  97. PENSION BENEFITS

    (1) Messrs. Marchioni, Harnett, and Lanza and Ms. Hall have attained their early retirement ages 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, 2024, is calculated based on Normal Retirement Age of 65 using a 5.69% discount rate. For further discussion, see Note 15. “Retirement Plans” to the consolidated financial statements in our 2024 Annual Report.

  98. 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 2024, 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 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:

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2024 ($)(1) | Company Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($)(4) | | John J. Marchioni | 43,308 | 56,950 | 257,395 | – | 1,966,677 | | Patrick S. Brennan | – | – | – | – | – | | Anthony D. Harnett | 52,768 | 4,407 | 12,260 | (74,072) | 218,754 | | Joseph O. Eppers | 45,542 | 6,525 | 49,912 | – | 277,518 | | Brenda M. Hall | 89,885 | 16,967 | 145,645 | – | 973,411 | | Michael H. Lanza | 67,599 | 21,753 | 190,378 | – | 1,389,660 |

  100. NONQUALIFIED DEFERRED COMPENSATION

    (1) Amounts in this column are attributable to (i) 2024 salaries deferred by Messrs. Marchioni, Harnett, Eppers, and Lanza and Ms. Hall, which are included in the Salary column of the Summary Compensation Table; and (ii) 2023 ACIP awards credited in 2024 deferred by Messrs. Eppers and Lanza and Ms. Hall, 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) The following amounts represent NEO and SICA contributions to the Deferred Compensation Plan that were reported as compensation in the Summary Compensation Table for fiscal 2024 and previous fiscal years, commencing with fiscal year 2009 for Mr. Lanza: $706,058; fiscal year 2010 for Mr. Marchioni: $932,625; fiscal year 2021 for Ms. Hall $194,106; fiscal year 2023 for Mr. Harnett $90,275; and fiscal year 2024 for Mr. Eppers $52,068. 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 2025 with respect to compensation earned in plan-year 2024. 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. Brennan, commencing as of October 1, 2024, in connection with his appointment as Executive Vice President and Chief Financial Officer; (iii) Mr. Harnett, commencing as of November 1, 2023, in connection with his appointment as Interim Chief Financial Officer; (iv) Mr. Eppers, commencing as of February 28, 2022, in connection with his promotion to Executive Vice President; (v) Ms. Hall, commencing as of September 30, 2019, in connection with her promotion to Executive Vice President; and (vi) Mr. Lanza, commencing as of March 2, 2020, to conform his agreement to SICA’s current terms (collectively, the “Employment Agreements”). The following tables summarize the principal provisions of the Employment Agreements.

  101. 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 cash 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, administrative 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. |

  102. 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. |

  103. NONQUALIFIED DEFERRED COMPENSATION

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

  104. NONQUALIFIED DEFERRED COMPENSATION

    | NEO | Date | | John J. Marchioni | January 31, 2023 | | Patrick S. Brennan | October 1, 2027 | | Anthony D. Harnett | November 1, 2026 | | Joseph O. Eppers | February 28, 2025 | | Brenda M. Hall | September 30, 2022 | | Michael H. Lanza | March 2, 2023 |

  105. NONQUALIFIED DEFERRED COMPENSATION

    (2) The annual base salary rates for the NEOs, as of February 24, 2024, were as follows: Mr. Marchioni, $1,050,000; Mr. Brennan, $650,000; Mr. Harnett, $640,685; Mr. Eppers, $450,000; Ms. Hall, $560,000; and Mr. Lanza, $595,000. Effective December 30, 2024, Mr. Harnett’s annual base salary rate was decreased to $379,995 in connection with him no longer serving as Interim Chief Financial Officer. (3) For Mr. Marchioni, the multiple is two, and for Messrs. Brennan, Harnett, Eppers, and Lanza and Ms. Hall the multiple is 1.5. (4) For Mr. Marchioni, the period is 24 months, and for Messrs. Brennan, Harnett, Eppers, and Lanza and Ms. Hall, the period is 18 months. (5) For Mr. Marchioni, the multiple is 2.99. For Messrs. Brennan, Harnett, Eppers, and Lanza 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. Brennan, Harnett, Eppers, and Lanza and Ms. Hall, the period is 18 months. 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, 2024:

  106. 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 | – | 9,915,462 | 16,282,129 | 16,332,415 | 22,232,002 | | Patrick S. Brennan | – | 1,125,607 | 2,100,607 | 2,138,296 | 2,138,296 | | Anthony D. Harnett | – | 846,341 | 2,198,288 | 2,235,977 | 2,284,963 | | Joseph O. Eppers | – | 1,232,259 | 2,557,259 | 2,596,172 | 2,701,976 | | Brenda M. Hall | – | 2,336,684 | 4,091,684 | 4,129,373 | 4,369,663 | | Michael H. Lanza | – | 1,716,814 | 3,419,314 | 3,457,003 | 3,694,518 |

  107. 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. Marchioni and Lanza have attained their early retirement ages, 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. This column also includes 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, 2024. 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. Marchioni and Lanza have attained their early retirement ages, 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. This column also includes 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, 2024. 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. This column also includes 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, 2024. The cash incentive unit 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 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, 2024. This column also includes the cash severance payment and the value of applicable medical, dental, and vision coverages, as provided for in each NEO’s Employment Agreement.

  108. CEO PAY RATIO

    CEO PAY RATIO 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 requires us to provide the ratio of the annual total compensation of our CEO, Mr. Marchioni, to that of our median employee. The assumptions, estimates, and methodologies that we used for this pay ratio disclosure may differ from those used by other companies. 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. During 2024, there were no changes to our employee population or our employee compensation arrangements that we believed would significantly impact our pay ratio disclosure. Accordingly, our median employee remained unchanged from 2023, at which time we had identified the median employee 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 we did not employ for all of 2023. We believe using 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 2024 total compensation was $6,314,664 (reflected in the Summary Compensation Table), and our median employee’s 2024 total compensation was $136,133. Mr. Marchioni’s 2024 total compensation was approximately 46 times that of our median employee.

  109. PAY VERSUS PERFORMANCE

    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 five fiscal years. 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.

  110. Pay Versus Performance Table

    Pay Versus Performance Table

  111. 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 ($)(7) (g) | Net Income ($) (In Thousands) (h) | GAAP Combined Ratio (%) (i) | | 2024 | 6,314,664 | – | 5,813,139 | – | 1,702,268 | 1,648,875 | 154.01 | 161.18 | 207,012 | 103.0 | | 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 |

  112. 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 2024, 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:

  113. 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. |

  114. 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. |

  115. 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. |

  116. 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. |

  117. 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. |

  118. Pay Versus Performance Table

    Additionally, assumptions made in the valuation of the 2024, 2023, 2022, 2021, and 2020 grants of performance-based RSU awards, and the 2024, 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:

  119. 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. |

  120. 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). |

  121. 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%). |

  122. Pay Versus Performance Table

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

  123. Pay Versus Performance Table

    | PEO (c1): | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | | SCT Total ($) (A) | 6,314,664 | 5,983,826 | 5,810,187 | 5,435,625 | 5,130,406 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (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) | 3,979,260 | 2,764,181 | 2,628,160 | 2,124,100 | 1,648,685 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(a) (E) | 4,044,688 | 3,264,588 | 3,420,746 | 3,075,273 | 1,810,867 | | Added to CAP: Change in Fair Value of Prior Years’ Unvested Awards ($)(a) (F) | (496,125) | 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 ($)(a) (G) | (70,828) | 244,070 | (86,623) | (8,221) | 21,461 | | Total CAP (A - B + C - D + E + F + G) | 5,813,139 | 7,598,807 | 7,100,961 | 7,471,943 | 5,319,126 |

  124. Pay Versus Performance Table

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

  125. 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 ($) | Equity Fair Value Included in Compensation Actually Paid ($) | | 2024 | | | | | | RSUs | 2,864,620 | (186,201) | (70,828) | 2,607,591 | | CIUs | 1,180,068 | (309,924) | – | 870,144 | | Total | 4,044,688 | (496,125) | (70,828) | 3,477,735 | | 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 | | 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 |

  126. Pay Versus Performance Table

    | 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 |

  127. Pay Versus Performance Table

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

  128. Pay Versus Performance Table

    | PEO (c2): | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | | SCT Total ($) (A) | n/a | n/a | n/a | n/a | 5,370,502 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (B) | n/a | n/a | n/a | n/a | 380,329 | | Added to CAP: Pension Value Attributable to Fiscal Years’ Service and Plan Amendments ($) (C) | n/a | n/a | n/a | n/a | – | | Deducted from SCT: Grant Date Fair Value of Awards ($) (D) | n/a | n/a | n/a | n/a | 2,100,004 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(a) (E) | n/a | n/a | n/a | n/a | 2,284,638 | | Added to CAP: Change in Fair Value of Prior Years’ Unvested Awards ($)(a) (F) | n/a | n/a | n/a | n/a | 395,669 | | Added to CAP: Change in Fair Value of Prior Years’ Awards that Vested in Fiscal ($)(a) (G) | n/a | n/a | n/a | n/a | 35,607 | | Total CAP (A - B + C - D + E + F + G) | n/a | n/a | n/a | n/a | 5,606,083 |

  129. Pay Versus Performance Table

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

  130. 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 ($) | Equity Fair Value Included in Compensation Actually Paid ($) | | 2024 | | | | | | 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 | | 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 |

  131. 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 2024, the Non-PEO NEOs were Messrs. Brennan, Harnett, Eppers, and Lanza and Ms. Hall. 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. Lanza, Senia, and Wilcox, and Ms. Hall. (6) The following table reconciles Average SCT Total for Non-PEO NEOs (d) to Average CAP to Non-PEO NEOs (e):

  132. Pay Versus Performance Table

    | Average for Non-PEO NEOs: | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | | SCT Total ($) (A) | 1,702,268 | 1,603,837 | 1,958,112 | 1,889,803 | 2,196,253 | | Deducted from SCT: Pension Value and Nonqualified Deferred Compensation Earnings ($) (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) | 706,829 | 615,769 | 665,944 | 580,838 | 637,958 | | Added to CAP: Fair Value of Awards Granted in Fiscal Year ($)(a) (E) | 722,054 | 437,329 | 863,214 | 835,690 | 698,107 | | Added to CAP: Change in Fair Value of Prior Years’ Unvested Awards ($)(a) (F) | (59,313) | 132,153 | 158,607 | 348,738 | 120,014 | | Added to CAP: Change in Fair Value of Prior Years’ Awards that Vested in Fiscal Year ($)(a) (G) | (9,305) | 62,458 | (31,070) | (3,263) | 12,774 | | Deducted from CAP: Fair Value at End of Prior Fiscal Year on Awards Granted in Prior Fiscal Years Not Meeting Vesting Conditions ($)(a) (H) | – | 597,631(b) | – | – | – | | Total CAP (A - B + C - D + E + F + G - H) | 1,648,875(d) | 992,458(c) | 2,282,919 | 2,490,130 | 2,287,992 |

  133. Pay Versus Performance Table

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

  134. 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 ($) | | 2024 | | | | | | | RSUs | 573,649 | (21,576) | (9,305) | – | 542,768 | | CIUs | 148,405 | (37,737) | – | – | 110,668 | | Total | 722,054 | (59,313) | (9,305) | – | 653,436 | | 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 |

  135. Pay Versus Performance Table

    (b) Average includes a ($2,988,157) adjustment related to Mr. Wilcox’s forfeited 2021 and 2022 RSU and CIU awards. (c) 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. (d) Average includes no 2024 CIU award granted to Mr. Brennan and no fair value adjustment of prior years’ unvested awards related to Mr. Brennan, as there were none. (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. In 2024, FG Financial Group Inc. was removed from the peer group, following its merger with FG Group Holdings and resulting formation of Fundamental Global Inc.

  136. Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ainar D. Aijala, Jr. | 100,074 | 110,004 | 210,078 | | Lisa Rojas Bacus | 100,000 | 110,004 | 210,004 | | Terrence W. Cavanaugh | 100,074 | 110,004 | 210,078 | | Wole C. Coaxum | 100,000 | 110,004 | 210,004 | | Robert Kelly Doherty | 140,000 | 110,004 | 250,004 | | Thomas A. McCarthy | 135,074 | 110,004 | 245,078 | | Stephen C. Mills | 108,000 | 110,004 | 218,004 | | H. Elizabeth Mitchell | 135,000 | 110,004 | 245,004 | | Cynthia S. Nicholson | 125,000 | 110,004 | 235,004 | | Kate E. R. Sampson(3) | 50,273 | 0 | 50,273 | | John S. Scheid | 125,037 | 110,004 | 235,041 | | J. Brian Thebault(4) | 33,333 | 0 | 33,333 | | Philip H. Urban(5) | 125,005 | 110,004 | 235,009 |

  137. Board Recommendation

    Board Recommendation THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025. FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP, Selective’s independent registered public accounting firm, provided services in the following categories and amounts in 2024 and 2023:

  138. Board Recommendation

    | Category | 2024 | 2023 | | Audit Fees(1) | $2,195,000 | $1,859,436 | | Audit-Related Fees(2) | $0 | $65,000 | | Tax Fees(3) | $0 | $6,295 | | All Other Fees(4) | $115,000 | $110,500 | | TOTAL | $2,310,000 | $2,041,231 |

  139. Board Recommendation

    (1) Audit Fees for 2024 include fees associated with the issuance of Form S-8 and Form S-3 consents. (2) Audit-Related Fees for 2023 include fees associated with agreed upon procedures performed related to a catastrophe bond transaction and work paper access by state insurance examiners. (3) Tax Fees for 2023 were for tax consulting services. (4) All Other Fees for 2024 and 2023 consisted of amounts associated with independent actuarial reviews and reserve opinions. The Audit Committee has a pre-approval policy that requires pre-approval of audit, audit-related, and permitted non-audit services on an annual basis and authorizes the Audit Committee to delegate, to one or more of its members, pre-approval authority for permitted services. The Audit Committee delegated the authority to pre-approve audit, audit-related, and permitted non-audit services by KPMG LLP to the Audit Committee Chairperson, who is required to report any pre-approvals to the Audit Committee for ratification at its next meeting. In 2024, the Audit Committee pre-approved 100% of audit, audit-related, and permitted non-audit services, and concluded that KPMG LLP’s provision of such services was compatible with the maintenance of KPMG LLP’s independence in the conduct of its auditing functions. AUDIT COMMITTEE REPORT The Audit Committee oversees Selective’s financial reporting processes on behalf of the Board. Management has the primary responsibility for overseeing the preparation of the financial statements and the overall reporting processes, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee has:

  140. Board Recommendation

    | ◾ | Periodically met with and held discussions with management regarding the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in Selective’s financial statements. |

  141. Board Recommendation

    | ◾ | Reviewed and discussed the audited financial statements for the year ended December 31, 2024, included in the Annual Report on Form 10-K and any amendments thereto, with management, which represented to the Audit Committee that: (i) the financial statements were prepared in accordance with U.S. generally accepted accounting principles; and (ii) management had reviewed Selective’s disclosure controls and procedures and believes those controls are effective. |

  142. Board Recommendation

    | ◾ | Reviewed and discussed with KPMG LLP, Selective’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements in accordance with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of Selective’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the requirements of the Public Company Accounting Oversight Board, including the Statement on Auditing Standards No. 1301, “Communications with Audit Committees” as adopted by the Public Company Accounting Oversight Board, as may be modified or supplemented. |

  143. Board Recommendation

    | ◾ | Received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with KPMG LLP its independence from Selective and its management. |

  144. Board Recommendation

    In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in Selective’s Annual Report on Form 10-K and any amendments thereto for the year ended December 31, 2024. Submitted by the Audit Committee of the Board,

  145. Board Recommendation

    | H. Elizabeth Mitchell, Chairperson | John S. Scheid | | Terrence W. Cavanaugh | Philip H. Urban* | | Robert Kelly Doherty | |

  146. Board Recommendation

    * Mr. Urban is not standing for reelection at the Annual Meeting and therefore will no longer serve on the Board following the Annual Meeting. The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Selective filing under the Securities Act or the Exchange Act, except to the extent that Selective specifically incorporates the Audit Committee Report by reference therein. STOCKHOLDER PROPOSALS AND NOMINATIONS