SELECTIVE INSURANCE GROUP INC
For the period ended Apr 30, 2025. Filed Mar 26, 2025.
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Apr 30, 2025 · Filed Mar 26, 2025
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Contents
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.
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 |
(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:
| ◾ | 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. |
| ◾ | 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. |
| ◾ | 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. |
| ◾ | 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. |
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| ◾ | 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. |
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:
| ◾ | 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. |
| ◾ | 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 $100). |
| ◾ | The peer group multiplier for CIU awards to reflect the Monte Carlo valuation received at the measurement date, recorded on a one-quarter lag (instead of using the initial peer group multiplier of 100%). |
(3) The following table reconciles SCT Total for PEO (b1) to Total CAP to PEO (c1):
| PEO (c1): | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 |
|---|---|---|---|---|---|
| SCT Total ($) (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 |
(a) The table below shows information on performance-based RSU awards and performance-based CIU awards previously granted to PEO (c1).
| 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 ($) | Equity Fair Value Included in Compensation Actually Paid ($) |
| 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 |
| 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 |
| 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 |
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| 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 |
| 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 |
(4)The following table reconciles SCT Total for PEO (b2) to Total CAP to PEO (c2):
| 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 ($)(a) (G) | n/a | n/a | n/a | n/a | 35,607 |
| Total CAP (A - B + C - D + E + F + G) | n/a | n/a | n/a | n/a | 5,606,083 |
(a) The table below shows information on performance-based RSUs and performance-based CIUs previously granted to PEO (c2).
| PEO (c2): | ||||
|---|---|---|---|---|
| Fiscal Year | Fair Value of Equity Awards Granted in Fiscal Year at Fiscal Year End ($) | 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 ($) |
| RSUs | n/a | n/a | n/a | n/a |
| CIUs | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | n/a |
| RSUs | n/a | n/a | n/a | n/a |
| CIUs | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | n/a |
| RSUs | n/a | n/a | n/a | n/a |
| CIUs | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | n/a |
| RSUs | n/a | n/a | n/a | n/a |
| CIUs | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | n/a |
| RSUs | 1,599,049 | 190,096 | 90,788 | 1,879,933 |
| CIUs | 685,589 | 205,573 | (55,181) | 835,981 |
| Total | 2,284,638 | 395,669 | 35,607 | 2,715,914 |
(5)The dollar amounts reported in column (d) are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. For 2024, the Non-PEO NEOs were Messrs. Brennan, Harnett, Eppers, and Lanza and Ms. Hall. For 2023, the Non-PEO NEOs were Messrs.
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Harnett, Lanza, Senia, and Wilcox and Ms. Hall. For 2022, 2021, and 2020, the Non-PEO NEOs were Messrs. Lanza, Senia, and Wilcox, and Ms. Hall.
(6)The following table reconciles Average SCT Total for Non-PEO NEOs (d) to Average CAP to Non-PEO NEOs (e):
| Average for Non-PEO NEOs: | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 |
|---|---|---|---|---|---|
| SCT Total ($) (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 ($)(a) (H) | – | 597,631(b) | – | – | – |
| Total CAP (A - B + C - D + E + F + G - H) | 1,648,875(d) | 992,458(c) | 2,282,919 | 2,490,130 | 2,287,992 |
(a) The table below shows information on performance-based RSUs and performance-based CIUs previously granted to the Non-PEO NEOs.
| Average for Non-PEO NEOs: | |||||
|---|---|---|---|---|---|
| Fiscal Year | Fair Value of Equity Awards Granted in Fiscal Year at Fiscal Year End ($) | 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 ($) | Equity Fair Value Included in Compensation Actually Paid ($) |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
(b) Average includes a ($2,988,157) adjustment related to Mr. Wilcox’s forfeited 2021 and 2022 RSU and CIU awards.
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(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.
Narrative Discussion of****Relationship between CAP and Performance Measures
We believe that the Pay Versus Performance Table reflects an alignment of CAP with Selective’s performance of key financial performance measures. The information in the below charts further demonstrates that generally there is correlation among the CAP amounts set forth in columns (c1), (c2), and (e) and Selective’s TSR, net income, and GAAP combined ratio. As noted above, the amount set forth in column (c2) includes Mr. Murphy’s compensation for service as Executive Chairman from February 1, 2020 through December 31, 2020, in connection with Selective’s PEO leadership transition.
In addition to reviewing this discussion and the Pay Versus Performance Table above, we encourage you to read the Compensation Discussion and Analysis section of this Proxy Statement, which explains our executive compensation philosophy and programs and compensation decisions relating to 2024 compensation for our NEOs.
CAP versus Selective TSR
In each of 2023, 2022, 2021, and 2020, Selective’s TSR was positive and markedly outperformed the Peer Group TSR. However, in 2024, Selective’s TSR was negative and trailed the Peer Group TSR. The relationship between CAP to PEO (c1) and Average CAP to Non-PEO NEOs to Selective’s TSR was largely correlated, as both CAP to PEO (c1) and Average CAP to Non-PEO NEOs increased from 2020 to 2021, as Selective’s TSR increased. However, from 2021 to 2022, CAP to PEO (c1) and Average CAP to Non-PEO NEOs decreased, while Selective’s TSR increased. From 2022 to 2023, CAP to PEO (c1) increased as TSR also increased, but Average CAP to Non-PEO NEOs decreased primarily due to Mr. Wilcox’s departure-related forfeiture in 2023 of outstanding long-term incentive compensation awards. From 2023 to 2024, CAP to PEO (c1) decreased as TSR also decreased. Average CAP to Non-PEO NEOs was higher in 2024 compared to 2023, primarily because the 2023 Average CAP to Non-PEO NEOs reflected Mr. Wilcox’s forfeiture of outstanding long-term incentive compensation awards referenced above.
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CAP versus Selective Net Income
The relationship between CAP to PEO (c1) and Average CAP to Non-PEO NEOs to Selective’s net income was reasonably correlated for 2020 through 2024. CAP to PEO (c1) and Average CAP to Non-PEO NEOs increased as net income increased from 2020 to 2021. CAP to PEO (c1) and Average CAP to Non-PEO NEOs decreased as net income decreased from 2021 to 2022. From 2022 to 2023, CAP to PEO (c1) increased as net income increased, but Average CAP to Non-PEO NEOs decreased primarily due to Mr. Wilcox’s departure-related forfeiture in 2023 of outstanding long-term incentive compensation awards. From 2023 to 2024, CAP to PEO (c1) decreased as net income also decreased. Average CAP to Non-PEO NEOs was higher in 2024 compared to 2023, primarily because the 2023 Average CAP to Non-PEO NEOs reflected Mr. Wilcox’s forfeiture of outstanding long-term incentive compensation awards referenced above.
CAP versus Selective GAAP Combined Ratio
For each of 2023, 2022, 2021, and 2020 Selective generated strong GAAP combined ratio results. However, for 2024, the GAAP combined ratio was adversely impacted primarily by unfavorable prior year casualty reserve development. The relationship between CAP to PEO (c1) and Average CAP to Non-PEO NEOs to Selective’s GAAP combined ratio for 2020 through 2024 was reasonably correlated. CAP to PEO (c1) and Average CAP to Non-PEO NEOs increased as the GAAP combined ratio improved from 2020 to 2021. CAP to PEO (c1) and Average CAP to Non-PEO NEOs decreased for 2021 to 2022 as the GAAP combined ratio weakened. From 2022 to 2023, CAP to PEO (c1) increased modestly due to stock price appreciation as the GAAP combined ratio weakened marginally, while the Average CAP to Non-PEO NEOs decreased, in part due to Mr. Wilcox’s departure-related forfeiture in 2023 of outstanding long-term incentive compensation awards. From 2023 to 2024, CAP to PEO (c1) decreased as the combined ratio weakened. Average CAP to Non-PEO NEOs was higher in 2024 compared to 2023, primarily because the 2023 Average CAP to Non-PEO NEOs reflected Mr. Wilcox’s forfeiture of outstanding long-term incentive compensation awards referenced above.
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Important Financial Performance Measures
The following unranked tabular list sets forth the most important performance measures used by Selective to link CAP for all NEOs to company performance for 2024:
GAAP Combined Ratio
Cumulative non-GAAP operating ROE* / cumulative statutory operating return on policyholders’ surplus
Cumulative policy count growth
Cumulative statutory net premiums written growth
Profitability improvement
Expense management and operational efficiency
Customer experience
- See the Compensation Discussion and Analysis section of this Proxy Statement for a discussion of non-GAAP operating ROE, which is a non-GAAP performance measure.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.