Independent
Tenure on this board
5.7 yrs
12 nominees · 3 ballot items.
Elect 12 directors for one-year terms; approve, on an advisory basis, the 2025 compensation of the named executive officers (say-on-pay); and ratify KPMG LLP as Selective’s independent registered public accounting firm for fiscal 2026.
Elect 12 director nominees named in the proxy to serve one-year terms expiring in 2027.
Non-binding advisory (say-on-pay) vote to approve the 2025 compensation of Selective’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the company’s disclosed 2025 compensation for its named executive officers (NEOs). Management is seeking this advisory approval to confirm stockholder support for its pay practices and to continue aligning NEO incentives with company performance through a mix of base salary, an annual cash incentive program tied to GAAP combined ratio and strategic measures, and long-term performance-based restricted stock units and cash incentive units. The Compensation and Human Capital Committee (CHCC) used benchmarking, a compensation consultant, and performance results—including a materially improved GAAP combined ratio (97.2%) and non-GAAP operating ROE—to set 2025 pay outcomes, and the CHCC emphasizes pay-for-performance features such as multi-year LTIP metrics and clawback provisions. The vote is advisory, so while not legally binding, the Board and CHCC state they will consider the outcome when making future compensation decisions; the proxy notes prior strong stockholder support (over 97% in 2025). Key governance context includes robust oversight by an independent CHCC, use of a compensation consultant, stock ownership and retention requirements for executives, and a recoupment (clawback) policy aligned with SEC and Nasdaq rules. The primary investor-facing risk is that approval signals endorsement of current pay design despite recent negative TSR, while rejection could prompt management to engage with investors and potentially adjust plan design, metrics, or disclosures. Given the CHCC’s argument that compensation is tied to underwriting and investment metrics and long-term retention, management frames a FOR vote as supporting alignment of executive incentives with long-term stockholder value creation. The Board recommends FOR, citing demonstrated improvement in corporate performance metrics and extensive disclosure and oversight intended to mitigate misalignment and excessive risk-taking.
Ratify the Audit Committee and Board’s appointment of KPMG LLP as Selective’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.8% | 4,689,335 | $354M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 6.6% | 3,922,958 | $296M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 3,459,250 | $261M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,682,461 | $202M |
| 5 | STATE STREET CORP | 3.9% | 2,326,280 | $175M |
| 6 | BlackRock, Inc. | 3.3% | 2,003,995 | $151M |
| 7 | FMR LLC | 3.0% | 1,823,235 | $137M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,432,430 | $108M |
| 9 | FIRST TRUST ADVISORS LP | 2.3% | 1,381,867 | $104M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.1% | 1,267,272 | $96M |
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