Thomas A. McCarthy
SELECTIVE INSURANCE GROUPAbout Thomas A. McCarthy
Thomas A. McCarthy, age 68, is an independent director of Selective Insurance Group, Inc. (SIGI) who has served on the Board since 2018; he chairs the Finance and Investments Committee and sits on the Risk and Executive Committees . He was EVP and Chief Financial Officer of Cigna (2013–2017) after senior finance, strategy, treasury, and corporate development roles (2003–2013), and holds a B.S. from Wharton and an M.B.A. from Carnegie Mellon; he is NACD Directorship Certified . McCarthy also serves as a director and Audit Committee member at Privia Health Group, Inc. (Nasdaq: PRVA) since 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna | EVP & CFO; VP Finance; Acting CFO; VP & Treasurer; VP Strategy & Corporate Development | CFO 2013–2017; various roles 2003–2013 | Led corporate risk management, capital management, treasury, finance; significant operational experience as Fortune 100 CFO |
| Habitat for Humanity of Montgomery & Delaware Counties | Director | 2017–2024 | Community/ESG engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privia Health Group, Inc. (PRVA) | Director; Audit Committee Member | Since 2021 | Financial oversight at a public healthcare company |
| Avenue of the Arts | Director | Since 2022 | Non-profit governance |
| American University of Rome | Trustee | Since 2018 | Academic governance |
Board Governance
- Independence: The Board determined McCarthy is independent under Nasdaq/SEC standards; only the CEO is non-independent .
- Committee assignments: Chair, Finance and Investments; Member, Risk; Member, Executive .
- Attendance and engagement: Board held seven meetings in 2024; independent directors met four times without management; all directors attended at least 75% of Board/committee meetings and average attendance exceeded 98%; all then-serving directors attended the 2024 Annual Meeting .
- Majority voting policy: Incumbent directors in uncontested elections must receive a majority of votes cast; resignation process applies if not achieved .
- Overboarding limits: Directors may serve on up to four public company boards (including SIGI); CEOs limited to two; Board reviews potential conflicts before additional board service .
- Mandatory retirement: No director eligible for election after attaining age 72 .
- Lead Independent Director: Role exists when Chair is not independent; current LID is Robert Kelly Doherty (since 2022) .
Fixed Compensation
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | $100,000 | Program element for non-employee directors |
| Annual equity grant (RSUs) | $110,000 grant-date fair value | Award under 2024 Omnibus Stock Plan |
| Committee chair fee – Finance & Investments | $35,000 | McCarthy receives as Committee Chair |
| Committee chair fee – Risk | $25,000 | For Risk chair (not McCarthy) |
| Committee chair fee – Audit | $35,000 | Program element |
| Committee chair fee – CG&N / CHCC | $25,000 each | Program element |
| Third standing committee membership retainer | $8,000 | Paid only for service on a third standing committee; Executive Committee has no fees unless otherwise determined |
| Lead Independent Director fee | $40,000 | Paid to LID (not McCarthy) |
| McCarthy’s 2024 cash fees | $135,074 | Fees earned/paid in cash |
| McCarthy’s 2024 equity (RSUs) | $110,004 | Grant-date fair value |
| McCarthy’s 2024 total | $245,078 | Cash + equity |
| Retainer stock election (McCarthy) | 1,038 shares; $100,074 value | Elected to receive retainer in stock |
Performance Compensation
- Directors’ equity is time-based RSUs; no performance metrics disclosed for director equity awards .
- Unvested director RSUs at 12/31/2024: McCarthy held 1,141 unvested RSUs .
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Conflict Notes |
|---|---|---|---|
| Privia Health Group, Inc. (PRVA) | Director | Audit Committee | No related-party transactions disclosed involving McCarthy; Board independence review did not flag McCarthy for conflicts |
- Overboarding compliance: McCarthy serves on two public boards (SIGI, PRVA), within SIGI’s limit of four .
Expertise & Qualifications
- Former Fortune 100 CFO with deep experience in strategy, corporate development/M&A, corporate risk, capital management, treasury, finance, controls, disclosure; brings investment and public company operations expertise to SIGI’s growth and investment strategies .
- Education and governance credentials: Wharton B.S., Carnegie Mellon M.B.A., NACD Directorship Certified .
- SIGI’s skills matrix indicates he contributes financial reporting/audit, finance/capital management/M&A, investment, risk management, and legal/regulatory expertise to the Board .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 17,398 shares, including 16,246 held in a trust; <1% of outstanding shares |
| Unvested director RSUs | 1,141 RSUs at 12/31/2024 |
| Pledging/margin | No directors/executives hold SIGI stock in margin accounts or have shares pledged |
| Ownership guidelines (directors) | Must own 5x annual retainer within 5 years; all directors have met or are on track |
| 2024 retainer stock election | 1,038 shares taken in stock ($100,074) |
Governance Assessment
- Board effectiveness: McCarthy’s chairmanship of Finance & Investments places him at the center of capital allocation, dividend policy, share repurchases, and investment oversight—key levers for shareholder value; his Risk Committee service adds reinsurance and enterprise risk oversight breadth .
- Alignment and incentives: He elected to take the retainer in stock, holds unvested RSUs, and is subject to 5x retainer ownership guidelines; no pledging allowed—supportive of alignment with shareholders .
- Independence and attendance: Independent with high Board engagement (Board/committee attendance averages >98%; all directors ≥75%); executive sessions of independent directors held four times—supports robust oversight .
- Pay structure: Director compensation mix is balanced cash/RSUs with modest chair fees; program consistent with peer practices and overseen by independent CHCC .
- Red flags and watch items: No related-party transactions or independence issues disclosed for McCarthy ; age 68 vs. mandatory retirement age 72 signals potential medium-term refresh timing but no immediate risk .
- Broader signals: SIGI’s 2024 say-on-pay support exceeded 99% of votes cast, indicating strong investor confidence in compensation governance and oversight frameworks .