H. Elizabeth Mitchell
SELECTIVE INSURANCE GROUPAbout H. Elizabeth Mitchell
H. Elizabeth Mitchell is an independent director of Selective Insurance Group, Inc. (SIGI), age 63, serving since 2018. She chairs the Audit Committee and also serves on the Risk Committee and Executive Committee. An experienced insurance executive and actuary (Fellow of the Casualty Actuarial Society; member of the American Academy of Actuaries), she has held CEO roles in reinsurance and holds NACD Directorship Certification and a CERT Certificate in Cybersecurity Oversight. Education: College of the Holy Cross (B.A.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renaissance Reinsurance U.S. Inc. | President, CEO, Director | 2015–2016 | Led U.S. reinsurance operations |
| Platinum Underwriters Reinsurance, Inc. | President (2005–2015); CEO (2007–2015); COO & EVP (2004–2005); EVP (2002–2004); Director (2002–2015) | 2002–2015 | Drove sustained profitability; M&A and operational reorganization experience |
| St. Paul Reinsurance, Inc. | Executive Vice President (1998–2002); Senior Vice President (1998); Vice President (1993–1998) | 1993–2002 | Senior underwriting and actuarial leadership |
| Hudson Structured Capital Management Ltd. | Advisor | 2018–Dec 2024 | Insurance-linked securities advisory |
| Weston Insurance Holdings | Chairperson | 2020–2022 | Oversight of strategic direction |
| StanCorp Financial Group, Inc. | Director | 2017–2022 | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Principal Financial Group (PFG) | Director; Audit Committee Member | Since 2022 | Board reviewed SIGI interactions with Principal; independence unaffected |
| Enact Holdings, Inc. | Director; Audit Committee Member | Since Mar 2025 | Current public company board service |
| Reinsurance Association of America | Board Member | 2002–2007; 2014–2016 | Industry policy and advocacy |
| Broker and Reinsurance Market Association | Board Member; Chair (2007–2008); Vice Chair (2006–2007); Executive Committee (2006–2010) | 2002–2016 | Market standards and practices |
| St. John’s University School of Risk Management | Board of Overseers | 2007–2016 | Academic oversight |
| The Institutes | Trustee | 2010–2016 | Professional education governance |
Board Governance
- Independence: The Board determined Mitchell is independent under Nasdaq and SEC rules. Potential relationships (Principal bank accounts and Servicenow software purchases via a vendor) were immaterial and did not affect independence.
- Committees: Audit (Chair), Risk, Executive. Audit Committee met 6 times in 2024; Executive Committee met 1 time in 2024.
- Audit Committee leadership: Mitchell chairs the Audit Committee; designated Audit Committee financial expert is John S. Scheid.
- Attendance: The Board held 7 meetings in 2024; independent directors met 4 times without management; all directors attended at least 75% of meetings with average attendance over 98%; all then-serving directors attended the 2024 Annual Meeting.
- Committee chair rotation: Board favors rotation of chairpersons with an average of approximately five consecutive years, subject to expertise needs.
- Risk oversight: Board created a Risk Committee effective Jan 1, 2024 to oversee ERM; oversight includes cyber risk updates and certifications.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Retainer | 100,000 | Directors could elect up to 100% in stock; paid post-Annual Meeting |
| Audit Committee Chair Fee | 35,000 | Applies to chair; no member fee when chair fee applies |
| Committee Member Fees | 0 | No fee for up to two standing committees; third committee fee $8,000 (not applicable) |
| Lead Independent Director Fee | – | Only for LID; not applicable to Mitchell |
| Fees Earned or Paid in Cash (Mitchell) | 135,000 | Reflects retainer + audit chair fee |
- Annual retainer stock election: Mitchell did not elect to receive her 2024 retainer in SIGI stock (no shares listed).
Performance Compensation
| Equity Award (2024) | Grant Date | Grant Type | Grant-Date Fair Value ($) | Grant-Date Fair Value Per Share ($) | Unvested RSUs at 12/31/24 (#) |
|---|---|---|---|---|---|
| Non-Employee Director Annual Grant | 2024 | Restricted Stock Units (RSUs) under 2024 Omnibus Plan | 110,004 | 96.41 | 1,141 |
- No stock options outstanding for any director as of 12/31/24.
- Vesting schedule details for director RSUs not disclosed in the cited sections.
Other Directorships & Interlocks
| Relationship | Nature | 2024 Amount | Independence Outcome |
|---|---|---|---|
| Principal Financial Group | Bank accounts for deferred comp plan and certain state deposit bonds transferred to Principal | ~$37,000 fees | No involvement by Mitchell; immaterial; independence unaffected |
| Servicenow, Inc. | Software licenses/support purchased via an IT vendor; Mitchell’s brother works at Servicenow | ~$614,000 paid to recommending vendor; <0.01% of Servicenow 2024 revenue | No involvement by Mitchell or brother; immaterial; independence unaffected |
- Overboarding policy: SIGI limits directors to ≤4 public company boards (including SIGI); Mitchell currently serves on SIGI, PFG, and Enact—within policy.
Expertise & Qualifications
- Actuarial and risk: Fellow of the Casualty Actuarial Society; American Academy of Actuaries; extensive P&C insurance and reinsurance leadership.
- Cyber oversight: CERT Certificate in Cybersecurity Oversight; Board-level focus on cyber risk via Risk Committee.
- Governance credentials: NACD Directorship Certified.
- Strategic and operational: M&A, operational reorganization, investment strategy insights.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Percent of Class | Unvested RSUs (#) | Options Outstanding | Shares Pledged |
|---|---|---|---|---|---|
| H. Elizabeth Mitchell | 12,849 | <1% (*) | 1,141 | 0 | 0 |
- Director stock ownership guideline: Each non-employee director must own five times the annual retainer within five years; all directors have met or are on track.
- Hedging/pledging: Directors are prohibited from hedging; no shares are held in margin accounts or pledged.
Governance Assessment
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Strengths:
- Audit Committee Chair with actuarial and reinsurance leadership—strong fit for financial integrity oversight.
- Independent director with high board-wide attendance statistics and active committee roles (Audit, Risk, Executive).
- Cyber oversight credential and participation in formal risk governance amid creation of a dedicated Risk Committee.
- Compensation mix aligns interests: cash retainer plus equity RSUs; stock ownership guidelines and anti-hedging enhance alignment.
- 2024 say-on-pay support at ~99% indicates broad investor confidence in compensation governance (signals healthy governance climate).
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Potential watch items:
- Multiple public boards (SIGI, PFG, Enact) increase time demands; currently within SIGI’s overboarding limits (≤4), but monitor workload and committee leadership responsibilities.
- Transactions connected to Principal and Servicenow were reviewed and deemed immaterial; continue periodic review for any changes in scope or influence.
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Conflicts/related-party exposure:
- SIGI’s Related Person Transactions policy requires Audit Committee approval; Mitchell’s Audit Committee leadership and independence safeguards are in place.
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Overall view:
- Governance profile is strong: independence affirmed, audit chair expertise, risk and cyber oversight, and ownership alignment. No material red flags disclosed; ongoing monitoring recommended for external commitments and any evolving interlocks.