THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 15 Mr. Roche, as an employee of the Company, receives no additional compensation for his service as a member of the Board. Director Compensation Table The following table sets forth the total compensation of our non-employee directors for the 2018/2019 Annual Compensation Cycle. Unless otherwise indicated, all amounts were paid in 2018. Name* Fees Earned in Cash ($) Stock Awards ($) (1) All Other Compensation ($) (2) Total ($) Kevin J. Bradicich 110,032 134,968 — 245,000 Jane D. Carlin 110,032(3) 134,968(3) — 245,000 P. Kevin Condron 230,032(3) 134,968(3) 5,000 370,000 Cynthia L. Egan 120,032 134,968 5,000 260,000 Daniel T. Henry 106,032 134,968 5,000 246,000 Wendell J. Knox 106,032(3) 134,968(3) 5,000 246,000 Kathleen S. Lane (4) 65,696 88,535 — 154,231 Michael D. Price 131,032 134,968 — 266,000 Joseph R. Ramrath 105,032 134,968 5,000 245,000 Harriett “Tee” Taggart 116,032 134,968 5,000 256,000 * Richard H. Booth, who retired from the Board effective following the Company's 2018 annual shareholders meeting in order to devote more time to other professional endeavors, and Michael P. Angelini, who reached the Company’s mandatory retirement age for directors and retired from the Board at the Company’s 2018 annual shareholders meeting, also served on the Board during 2018. Since Mr. Angelini and Mr. Booth were not members of the Board during the 2018/2019 Annual Compensation Cycle, neither individual received any non-employee director compensation in 2018. Mr. Angelini and Mr. Booth’s non-employee director compensation for the 2017/2018 Annual Compensation Cycle were previously reported in the Director Compensation Table in the proxy statement for the 2018 annual meeting. (1) The amounts in this column reflect the grant date fair value of the annual stock retainer paid in 2018 and computed in accordance with FASB ASC Topic No. 718. Amounts calculated are based on the closing price of our Common Stock on the NYSE on the date of grant. To the extent applicable, assumptions used in the calculation of grant date fair value amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the Company’s Annual Report. None of our non-employee directors held any stock options or other unvested stock-based awards as of December 31, 2018. For information on the share holdings for our directors, please see “Stock Ownership by the Company’s Directors and Executive Officers” on page 3. (2) Consists of matching contributions by the Company’s charitable foundation to qualified charitable organizations. (3) All or a portion of this amount has been deferred at the election of the director. (4) Annual cash and stock retainers for the 2018/2019 Annual Compensation Cycle were pro-rated to reflect the fact that Ms. Lane joined the Board on September 17, 2018. In addition, the amount includes the pro-rated Audit Committee membership retainer of $3,214 that Ms. Lane received on February 25, 2019, the date she joined the committee. Board’s Role in Risk Oversight The Board is responsible for overseeing the Company’s risk management program. The Company, being primarily in the business of risk, has established an enterprise-wide risk management group to monitor, assess, manage and mitigate material risks to the Company. The Board, directly or through its standing committees, regularly receives reports and presentations from key members of the enterprise-wide risk management group and management, including the Company’s Chief Risk Officer, Chief Information Security Officer and General Counsel on matters which, in its view, merit attention from a risk management perspective, such as catastrophe risks, counterparty risks, reserves, insured exposure aggregation levels, ex-catastrophe underwriting risk, reinsurance levels and creditworthiness of our reinsurers, the investment portfolio, litigation and regulatory matters, technology and information security, capital considerations, acquisitions, growth plans, matters relating to human capital management, leadership and succession, other operational risks, and material environmental, social and governance risks. Management presentations, business updates and financial and strategic planning discussions with the Board and its committees regularly incorporate a discussion of risks and plans for mitigating or managing such risks, including emerging risks that could impact the Company’s long-term strategy. In order to assist the Board in its responsibility to assess the adequacy of the Company’s risk management program, the Audit Committee regularly reviews with management certain financial and business risk exposures and the steps management has taken to monitor and control such risk exposures, including the Company’s enterprise risk assessment and risk management policies and