Kate E. R. Sampson
SELECTIVE INSURANCE GROUPAbout Kate E. R. Sampson
Kate E. R. Sampson (age 52) is an independent director of Selective Insurance Group, appointed effective July 1, 2024; she serves on the Corporate Governance & Nominating Committee and the Finance & Investments Committee . She is an insurance and technology specialist with ~30 years of financial, operational, and management experience, including leadership roles at Anthemis (insurtech venture investing), Lyft (VP Risk Solutions), and Marsh McLennan; she holds a B.A. from the University of Massachusetts Amherst, completed executive education at Stanford GSB, and is NACD Directorship Certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthemis Group | Managing Director & Partner, led insurance technology venture investments | 2019–2024 | InsurTech investing leadership |
| Lyft | Vice President, Risk Solutions | 2014–2018 | Mobility/insurance risk solutions leadership |
| Marsh McLennan | Managing Director | 1996–2014 | Insurance brokerage/consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merinn Advisors LLC | Owner | 2019–present | Advisory/consulting |
| Duke University FinTech | Advisory Board Member | 2023–present | FinTech advisory |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating (4 meetings in 2024); Member, Finance & Investments (committee listed with 2024 meetings count of 4); not a committee chair .
- Independence: Board determined she is independent under Nasdaq and SEC rules; a related-person item (sister-in-law is a partner at Nutter; Selective paid < $10,000 for legal services in 2024) was deemed immaterial and did not affect her independence .
- Attendance and engagement: Board held 7 meetings in 2024; independent directors met in 4 executive sessions; all directors attended ≥75% of aggregate Board and committee meetings, with average attendance >98% .
- Board policies: Majority voting with mandatory resignation if an incumbent receives less than a majority; overboarding limit of ≤4 public boards (≤2 if CEO); director retirement age 72 .
- Additional engagement signal: Named as a proxy holder on the 2025 proxy card alongside another director, indicating active participation in the proxy solicitation process .
Fixed Compensation
Director compensation program (non-employee directors) and 2024 policy levels:
| Type of Compensation | Amount ($) |
|---|---|
| Annual Retainer Fee | 100,000 |
| Grant-Date Fair Value of Annual Equity Award (RSUs) | 110,000 |
| Board Meeting Fees | – (none) |
| Annual Committee Member Retainer – First Committee | 0 |
| Annual Committee Member Retainer – Second Committee | 0 |
| Annual Committee Member Retainer – Third Committee | 8,000 |
| Committee Chair Fees – Audit | 35,000 |
| Committee Chair Fees – Compensation & Human Capital | 25,000 |
| Committee Chair Fees – Corporate Governance & Nominating | 25,000 |
| Committee Chair Fees – Finance & Investments | 35,000 |
| Committee Chair Fees – Risk | 25,000 |
| Lead Independent Director Fee | 40,000 |
| Expense Reimbursement | Reasonable |
2024 actual (partial-year; appointed July 1, 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kate E. R. Sampson | 50,273 | 0 | 50,273 |
Notes:
- Annual equity for directors is granted in RSUs under the 2024 Omnibus Stock Plan; directors may elect to take up to 100% of the annual retainer in stock; Sampson did not elect stock for her 2024 retainer; she received no 2024 RSU grant due to mid-year appointment and shows no unvested RSUs at 12/31/2024 .
- CHCC (all independent directors) reviews and approves director pay; 2024 levels unchanged from 2023 (except adding a Risk Committee chair fee) .
Performance Compensation
- Director equity is time-based RSUs (no options outstanding for any directors as of 12/31/2024); no performance metrics apply to director pay .
- Therefore, no performance-metric table is applicable for director compensation.
Other Directorships & Interlocks
| Category | Entity | Role/Description | Detail |
|---|---|---|---|
| Public company directorships | — | None disclosed | No other public company boards listed in Sampson’s biography |
| Related-person/Interlock | Nutter McLennan & Fish, LLP | Sister-in-law is a Partner; Selective paid < $10,000 for legal services (2024) | Board determined immaterial; independence unaffected |
| Overboarding | Policy | Limit ≤4 public boards (≤2 if CEO) | Applies to all directors; compliance monitored |
Expertise & Qualifications
- Recognized insurance innovation and technology specialist with 30 years across financial, operational, and management roles; advisory/board work with leading InsurTech companies .
- Board skills matrix indicates she contributes Insurance Industry, Technology/Cybersecurity, Risk Management (incl. sustainability), Investment, Finance/Capital Management & M&A, and Legal/Regulatory expertise to the Board .
- Education: B.A. (UMass Amherst); Stanford GSB Executive Education in Finance & Accounting; NACD Directorship Certified .
Equity Ownership
| As of | Beneficially Owned Shares | % of Class | Unvested RSUs (#) | Stock Options Outstanding | Shares Pledged |
|---|---|---|---|---|---|
| Feb 20, 2025 | 0 | <1% | 0 (none listed) | 0 (none outstanding for any directors) | None (no directors/officers hold in margin or pledge) |
- Director ownership guideline: Each non-employee director must own 5x the annual retainer (i.e., 5 × $100,000) within 5 years of first election; counts include unvested RSUs; all directors have met or are on track to meet guidelines (new directors have five years) .
- Anti-hedging policy: Officers, directors, and employees are prohibited from hedging Selective stock; clawback policy consistent with SEC/Nasdaq standards adopted in 2023 .
Governance Assessment
- Positives: Independent director with deep InsurTech and risk/technology expertise aligned to SIGI’s strategy; committee service on Governance and Finance & Investments enhances board oversight; strong board practices (majority voting, overboarding limits, retirement age, executive sessions) and high 2024 attendance underpin board effectiveness; robust ownership and anti-hedging/clawback policies; 2024 say-on-pay support >99% indicates strong shareholder alignment .
- Watch items: As a mid-year appointee, she owned 0 shares as of Feb 20, 2025, though she has a five-year window to reach guidelines; monitor future equity grants/accumulation for alignment. Also monitor any potential interactions between Selective and companies in her venture/advisory network, although no conflicts beyond the de minimis Nutter item are disclosed; the Board has evaluated and affirmed her independence .
Overall signal: Governance quality is solid (policies, attendance, independence) and Sampson’s domain expertise is additive to risk/technology oversight; near-term alignment should improve as she participates in the annual RSU grant cycle and builds position per the 5x retainer guideline .