Michael H. Lanza
Executive Vice President, General Counsel and Chief Compliance Officer at 
SELECTIVE INSURANCE GROUP
SELECTIVE INSURANCE GROUPExecutive
About Michael H. Lanza
Michael H. Lanza, age 63, is Executive Vice President, General Counsel, and Chief Compliance Officer of Selective Insurance Group, Inc., serving in his current role since 2007 after previously serving as Senior Vice President and General Counsel from 2004 to 2007; he holds a B.A. and J.D. from the University of Connecticut . In 2024 corporate performance, Selective’s GAAP combined ratio was 103.0% (financial component funded at 0), NPW increased ~12%, and one‑year TSR was −4.6% (3‑year TSR 5.9%), shaping incentive outcomes for executives including Lanza . Lanza’s 2024 contributions included governance, disclosure improvements, sustainability reporting, legal leadership on litigation and regulatory matters, and support for human capital communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Selective Insurance Group, Inc. | EVP, General Counsel & Chief Compliance Officer | 2007–present | Executive legal leadership; governance and disclosure; sustainability (TCFD); litigation strategy; regulatory engagement; corporate communications |
| Selective Insurance Group, Inc. | SVP & General Counsel | 2004–2007 | Established legal and compliance frameworks ahead of elevation to EVP |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Center for State Courts | Director | Since 2021 | Legal system governance insight beneficial to corporate compliance |
| Newton Medical Center Foundation | Trustee | Since 2014 | Community engagement and philanthropy alignment |
| Warren E. Burger Society (NCSC) | Member | Not disclosed | Professional legal community engagement |
| Society of Corporate Secretaries & Corporate Governance Professionals | Member | Not disclosed | Governance best practices |
| National Investor Relations Institute | Member | Not disclosed | Disclosure and investor communications alignment |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 578,462 | 585,923 | 593,769 |
| ACIP Target % (Corporate) | — | — | 100% (95% combined ratio + full strategic targets) |
| ACIP Paid ($) | 530,000 | 510,000 | 305,000 |
| ACIP Paid (% of Salary) | — | — | 51.4% |
Notes:
- As of Feb 24, 2024, Lanza’s base salary rate was $595,000 .
- 2024 ACIP opportunity range for Lanza remained 0%–150% of base salary .
Performance Compensation
Annual Cash Incentive (ACIP) – 2024 Design and Outcomes
| Component | Weighting | Target | Actual (2024) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Financial (GAAP combined ratio) | 50% of opportunity | 95.0% combined ratio (max at ≤88%) | 103.0% | 0 points (no funding) | Cash paid in 2025 |
| Strategic (13 measures) | Up to 50 points (+5 upside) | Full achievement of 13 measures | 12 of 13 achieved; 50 points funded (+3 upside from rate) | Funded at 50 points | Cash paid in 2025 |
| Lanza 2024 ACIP | — | — | — | $305,000 (51.4% of salary) | Paid in 2025 |
Key corporate drivers: Reserve strengthening pressured combined ratio; strategic imperatives execution (pricing, geographic expansion, operational efficiency) supported partial funding .
Long‑Term Incentive Program (LTIP) – 2024 Grants and Metrics
| Instrument | Grant (Units/$) | Weighting | Performance Metrics | Period | Vesting/Settlement |
|---|---|---|---|---|---|
| Performance‑based RSUs | 4,151 units; $412,568 grant FV | ~75% of LTIP | Cumulative non‑GAAP Operating ROE ≥12% or ≥5% cumulative growth in policy count/statutory NPW | 1/1/2024–12/31/2026 | Vests/paid ~Feb 2027, subject to performance; DEUs accrue, payable only if vest |
| Performance‑based Cash Incentive Units (CIUs) | 1,375 units; $137,500 grant FV | ~25% of LTIP | TSR multiplier and matrix based on relative 3‑yr statutory NPW growth and statutory operating return on policyholder surplus vs peer index | 1/1/2024–12/31/2026 | Cash value reflects TSR and peer multiplier; paid ~2027 |
Historical vesting: In 2024, Lanza had 7,881 units vest with $871,171 realized (sum of RSU+DEUs and CIUs) .
Equity Ownership & Alignment
Beneficial Ownership and Pledging
| Item | Detail |
|---|---|
| Shares beneficially owned | 32,100 shares; less than 1% of outstanding |
| Shares pledged/margin | None (no margin accounts or pledged stock) |
| Hedging policy | Hedging of Selective stock prohibited for officers/directors/employees |
| Stock ownership guidelines | Executive Vice Presidents: 3× base salary; 5 years to comply; count 75% of unvested RSUs/DEUs; all officers have met or are on track |
Unvested Awards (as of 12/31/2024)
| Cohort | Type | Units | Value Basis | Payout/Market Value ($) |
|---|---|---|---|---|
| 2022 Grant (settlement in 2025) | RSUs+DEUs | 5,314 | $93.52 per unit (RSUs) | $497,340 (assumes max) |
| 2022 Grant (settlement in 2025) | CIUs | 1,313 | $118.91 per unit (CIUs; assumes max) | $156,176 (assumes max) |
| 2023 Grant | CIUs | 1,375 | $108.4323 per unit (12/31/2024 TSR) | $223,642 |
| 2023 Grant | RSUs+DEUs | 4,180 | $93.52 per unit | $390,907 |
| 2024 Grant | CIUs | 1,375 | $94.4054 per unit (12/31/2024 TSR) | $194,711 |
| 2024 Grant | RSUs+DEUs | 4,212 | $93.52 per unit | $393,939 |
| RSUs not yet vested (aggregate) | RSUs+DEUs | 6,627 | Market value noted by company | $731,131 |
Note: Lanza attained award “Early Retirement Age” on 12/16/2016; post‑termination at/after ERA, awards remain subject only to performance attainment, enhancing retention but reducing forfeiture risk .
Employment Terms
| Provision | Term |
|---|---|
| Agreement Commencement | March 2, 2020 (conformed to current terms) |
| Initial Term / Renewal | 3 years; auto‑renews annually unless terminated with notice |
| Base Salary Rate | $595,000 as of 2/24/2024 |
| Severance (no CIC) | 1.5× (salary + average of last 3 ACIP); 18 months partial medical/dental/vision reimbursement; equity vests subject to performance (except for cause/resignation other than Good Reason) |
| Change‑in‑Control (double trigger) | 1.5× (salary + greater of target ACIP or 3‑year average ACIP), lump sum; 18 months benefits; equity accelerates; CIUs multiplied by 150% for unit count |
| Non‑Solicitation/Confidentiality | 2 years post‑termination; release required for severance |
| Clawback | SEC/Nasdaq‑compliant recoupment policy effective Dec 1, 2023 for incentive comp after Oct 2, 2023 |
| Tax Gross‑ups | None in employment agreements |
Scenario Economics (as of 12/31/2024):
- Retirement: $1,716,814
- Death/Disability: $3,419,314
- Termination without Cause/Resignation with Good Reason: $3,457,003
- Termination following Change‑in‑Control: $3,694,518
Performance Compensation (Detail)
Multi‑Year Compensation Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 578,462 | 585,923 | 593,769 |
| Stock Awards (Grant FV, $) | 525,097 | 550,077 | 550,068 |
| Non‑Equity Incentive (ACIP, $) | 530,000 | 510,000 | 305,000 |
| All Other Compensation ($) | 57,169 | 52,803 | 53,807 |
| Total ($) | 1,690,728 | 1,777,265 | 1,502,644 |
2024 perquisites/components: Deferred comp matching and non‑elective contributions, 401(k) matching/non‑elective, tax preparation ($3,000), service award ($336) .
Say‑on‑Pay & Compensation Governance
- 2024 Say‑on‑Pay approval exceeded 99% of votes cast; committee retained pay‑for‑performance design with balanced short‑/long‑term incentives .
- Compensation program features: double triggers on CIC, stock ownership/retention requirements, clawback policy, no hedging, no option repricing, no excise tax gross‑ups .
Investment Implications
- Pay‑for‑performance alignment: 2024 ACIP paid 51.4% of salary due to 103.0% GAAP combined ratio (0 financial points) despite full strategic execution—demonstrating variable pay sensitivity to underwriting profitability .
- Retention and selling pressure: Early retirement eligibility reduces forfeiture risk and increases probability of settlement (e.g., 2022 awards settled in early 2025), but hedging is prohibited and no pledging/margin accounts are present, mitigating misalignment/forced sales risk .
- Governance protection: Double‑trigger CIC, clawback, and stock ownership requirements (3× salary for EVPs) support alignment; scenario payouts for Lanza are moderate relative to role, limiting change‑in‑control windfall risk .
- Execution track record: Lanza’s 2024 contributions in disclosure, sustainability (TCFD), litigation, and regulatory engagement indicate strong governance execution amid a year of reserve strengthening; however, lower TSR in 2024 versus peer indices reflects underwriting challenges impacting incentive outcomes .