Ainar D. Aijala, Jr.
SELECTIVE INSURANCE GROUPAbout Ainar D. Aijala, Jr.
Ainar D. Aijala, Jr. is an Independent Director of Selective Insurance Group, serving since 2020; he is age 68 and sits on the Compensation and Human Capital Committee (CHCC) and the Corporate Governance and Nominating Committee . He is an enrolled actuary with a B.S. from the University of Michigan, and spent 38 years at Deloitte in senior global roles across corporate development and human capital, bringing actuarial, human capital, technology/cybersecurity, risk, and financial disclosure expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Advisor to the Global CEO; Chief Global Corporate Development Officer; Global Managing Partner of Consulting and Human Capital | 1982–2020 | Led global human capital, corporate development; advised public companies on benefit plans and strategy |
| Coopers & Lybrand Consulting | Senior Manager | 1977–1982 | Consulting leadership; actuarial background |
| DLED, Inc. | Board of Managers | 2021–2023 | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Junior Achievement Worldwide | Emeritus Governor; previously Governor and Exec Comp Committee member; past Chairman | Governor: 2003–2021; Emeritus since 2021; Chairman 2006–2009 | Executive compensation oversight; global education initiatives |
| Junior Achievement USA | Member | 2015–2021 | Human capital and education advocacy |
| Town of Ocean Ridge, FL | Town Commissioner | Since Jan 2024 | Public service; policy oversight |
Board Governance
- Independence: The Board determined all current directors and director nominees, except CEO John J. Marchioni, are independent under Nasdaq/SEC standards; Aijala is independent .
- Committee assignments: Member, Compensation and Human Capital Committee (6 meetings in 2024); Member, Corporate Governance and Nominating Committee (4 meetings in 2024) .
- Committee chair roles: None; CHCC chaired by Philip H. Urban (not standing for reelection), Governance chaired by Cynthia S. Nicholson .
- Attendance and engagement: Board held 7 meetings in 2024; independent directors met in 4 executive sessions without management; all directors attended at least 75% of aggregate Board/committee meetings, with average attendance over 98% .
- Majority voting: Incumbent directors must receive a majority of votes cast; resignation tender required if not obtained .
- Overboarding: Directors limited to boards of ≤4 public companies (including SIGI); Board reviews new board invitations for conflicts .
- Skills: Aijala’s matrix includes financial statement/public disclosure, actuarial, human capital, risk management, technology/cybersecurity, and legal/regulatory .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual Retainer | $100,000 program level |
| Committee Member Fees | $0 for first two standing committees; $8,000 for a third committee (not applicable to Aijala’s two committees) |
| Committee Chair Fees | Audit $35,000; CHCC $25,000; Governance $25,000; Finance & Investments $35,000; Risk $25,000 (Aijala not a chair) |
| Lead Independent Director Fee | $40,000 (not applicable to Aijala) |
| Fees Earned or Paid in Cash (Aijala) | $100,074 |
| Annual Retainer Stock Election (Aijala) | 1,038 shares; $100,074 payment date value |
Performance Compensation
| Equity Component (2024) | Grant Date | Share Count/Fair Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) – Director annual grant | 2024 (under 2024 Omnibus Stock Plan) | $110,004 grant-date fair value for Aijala; RSU grant priced at $96.41/share → ~1,141 RSUs | Time-based; unvested RSUs outstanding at 12/31/24: 1,141 (Aijala) | None – director grants are RSUs, not performance-based; company does not grant options to directors |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No current public company directorships disclosed for Aijala . |
- Related-party considerations: Proxy discloses independence analyses for other directors; no related-party transactions disclosed for Aijala .
Expertise & Qualifications
- Enrolled Actuary (ERISA) since 1982; University of Michigan (B.S.) .
- Deep actuarial and human capital leadership across Deloitte; technology/cybersecurity and legal/regulatory familiarity per skills matrix .
- Board deems his experience in recruiting, developing, and retaining talent additive to SIGI’s strategy .
Equity Ownership
| Holder | Total Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Ainar D. Aijala, Jr. | 6,640 shares | <1% | No options outstanding; no RSUs vesting within 60 days as of Feb 20, 2025; no pledging or margin accounts |
| Unvested RSUs (as of 12/31/24) | 1,141 units | — | Annual director equity RSUs; no stock options outstanding |
- Director ownership guideline: Must own ≥5x annual retainer within 5 years of first election; all directors met or are on track; unvested RSUs count toward compliance; unexercised options do not count .
- Hedging policy: Directors prohibited from hedging or engaging in instruments that offset declines in SIGI stock value .
Governance Assessment
- Strengths: Independent director with actuarial and human capital expertise; sits on CHCC and Governance committees overseeing pay, succession, and governance policies; strong board attendance and active independent executive sessions; majority voting with resignation mechanism; robust ownership and anti-hedging policies; director compensation balanced with equity alignment (RSUs and elective stock retainer) .
- Alignment signals: Aijala elected to receive his annual retainer in stock (1,038 shares), increasing alignment; no options or pledging; unvested RSUs indicate ongoing equity-based alignment .
- Pay governance: CHCC comprised solely of independent directors; uses external consultant; maintained 2024 director pay structure consistent with peers; say-on-pay support >99% underscores shareholder confidence in compensation governance (executive program) .
- Potential watch items: Combined CEO/Chair structure places higher importance on Lead Independent Director and committee leadership counterbalances; ensure continued rotation of committee chairs as per policy and monitor overboarding limits (no issues disclosed for Aijala) .
- Red flags: None identified specific to Aijala—no related-party transactions, no independence concerns, no pledging/hedging, and attendance thresholds met company-wide .