Cynthia S. Nicholson
SELECTIVE INSURANCE GROUPAbout Cynthia S. Nicholson
Independent director of Selective Insurance Group, Inc. since 2009; age 61. She chairs the Corporate Governance and Nominating Committee and serves on the Compensation and Human Capital Committee and the Executive Committee. Education: B.S., University of Illinois; MBA, Indiana University Kelley School of Business. A 30+ year marketing executive, former CMO at Pepsi-Cola North America and Equinox, with deep brand, media, and human capital expertise; Managing Member of Band of Sisters, LLC, focused on inclusive culture-building .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Band of Sisters, LLC | Managing Member | Since 2021 | Advises corporate leaders on inclusive cultures; supports human capital strategies |
| Tangelo (Tangerine/Feed Each Other/Forkcast) | Advisor; CMO (2017–2018); COO (2015–2017) | Advisor since 2018 | Marketing, operations leadership in consumer tech |
| Softcard® | Chief Marketing Officer | 2013–2015 | Mobile payments brand building and media strategy |
| Equinox Holdings, Inc. | EVP & Chief Marketing Officer | 2010–2012 | Consumer marketing, branding, direct marketing |
| GamesThatGive, Inc. | Advisor; Principal Strategist & Director | 2010–2011 | Strategy advisory in consumer engagement |
| Pepsi-Cola North America (PepsiCo) | SVP & Chief Marketing Officer | 2005–2008 | Led major consumer brands, advertising, promotions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yext, Inc. | Advisor | 2019–Oct 2024 | Digital marketing advisory |
| Lavit, LLC | Advisory Board Member | 2017–Jul 2024 | Beverage tech advisory |
| Heartland Consumer Products Investments Holdings, LLC | Director | 2016–2018 | Consumer products governance |
| Association of National Advertisers | Director | 2006–2008 | Industry leadership in marketing |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation & Human Capital; Member, Executive Committee .
- Independence: Board determined Nicholson is independent under Nasdaq and SEC rules; all committee members are independent .
- Attendance and engagement: Board met 7 times in 2024; independent directors met 4 times without management; all directors attended at least 75% of Board/committee meetings; average attendance over 98%; all then-serving directors attended the 2024 Annual Meeting virtually .
- Lead Independent Director: Role held by Robert Kelly Doherty since 2022; Nicholson is not LID .
- Board refreshment: Mandatory director retirement age 72; no hard term limits; Governance committee oversees evaluations and nominations .
- Overboarding limits: Directors limited to four public company boards (including SIGI); CEOs limited to two; conflicts checked before accepting outside roles .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | $100,000 | She elected cash; no stock election for retainer |
| Committee Chair Fee (CG&N) | $25,000 | Chair of Corporate Governance & Nominating |
| Board/Committee Meeting Fees | – | No meeting fees |
| Committee Member Retainers | $0–$8,000 | Third standing committee retainer applies only for service on a third standing committee; Executive Committee has no retainer |
Director compensation earned for 2024: Fees earned or paid in cash $125,000; stock awards $110,004; total $235,004 .
Performance Compensation
| Equity Component | Grant Value | Instrument | Plan | Unvested RSUs (12/31/2024) |
|---|---|---|---|---|
| Annual Director Equity | $110,004 | Restricted Stock Units | 2024 Omnibus Stock Plan | 1,141 units |
- No stock options outstanding for directors as of 12/31/2024 .
- Directors may elect to receive up to 100% of retainer in stock; Nicholson did not elect stock for 2024 retainer .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nicholson |
| SIGI interlocks or related-party ties | None disclosed involving Nicholson; Audit Committee oversees related person transactions; 2024 disclosures involved other directors (Doherty, Mitchell, Sampson) and institutional holders (BlackRock, Vanguard, Fidelity) |
Expertise & Qualifications
- Deep consumer marketing, brand and media expertise; former CMO roles at Pepsi-Cola North America and Equinox; broad experience in digital, social, promotions, innovation, and direct marketing .
- Human capital and culture-building experience via Band of Sisters, LLC; contributes to oversight of sustainability and social responsibility as CG&N Chair .
- Board skills matrix indicates coverage of risk management, human capital, technology/cybersecurity, legal/regulatory, and marketing/branding among directors; Nicholson’s profile emphasizes marketing/branding and HCM .
Equity Ownership
| Measure | Value | As-of Date |
|---|---|---|
| Beneficially owned shares | 17,910 | Feb 20, 2025 |
| Percent of class | <1% | Feb 20, 2025 |
| Pledged or margin | None; no directors/officers hold SIGI in margin accounts or pledge shares | |
| Unvested RSUs | 1,141 | Dec 31, 2024 |
| Options | None outstanding | Dec 31, 2024 |
| Director ownership guideline | 5x annual retainer within 5 years of first election; all directors met or on track |
Governance Assessment
- Strengths: Independent; chairs CG&N committee (central to board composition, governance, sustainability oversight); broad marketing/HCM expertise aligned with distribution brand expansion; active on Executive and Compensation committees, indicating high engagement; board attendance metrics strong at aggregate level; director stock ownership guidelines and hedging prohibitions enhance alignment .
- Alignment: Holds 17,910 shares plus 1,141 unvested RSUs; no pledging; directors subject to 5x retainer ownership requirement and insider trading/hedging prohibitions; company has a Dodd-Frank-compliant clawback policy effective Dec 1, 2023 .
- Shareholder signals: 2024 say-on-pay approval over 99% suggests broad investor support for compensation governance, indirectly positive for overall governance environment .
- RED FLAGS: None disclosed for Nicholson regarding related-party transactions, hedging/pledging, or attendance. Watch items include long tenure (~16 years) amid refreshment considerations; however, SIGI enforces mandatory retirement age (72) and active committee rotation .