THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 3 COMPANY STOCK OWNERSHIP Stock Ownership by the Company’s Directors and Executive Officers The following table sets forth information regarding the number of shares of Common Stock beneficially owned as of March 15, 2019 (unless otherwise indicated) by (i) each director (and director nominee) of THG, (ii) the named executive officers (the “ NEOs ”) in the Summary Compensation Table appearing later in this Proxy Statement, and (iii) all current directors and executive officers of THG, as a group. This information has been furnished by the persons listed in the table. Name of Beneficial Owner Shares Beneficially Owned† Percent of Class Kevin J. Bradicich 1,378 * Jane D. Carlin —(1) * P. Kevin Condron 22,200(2) * Cynthia L. Egan 4,114(3) * Jeffrey M. Farber 86,808(4) * John Fowle 1,687(5) * Daniel T. Henry 11,773 * J. Kendall Huber 110,193(6) * Wendell J. Knox 25,920(7) * Kathleen S. Lane 768(8) * Richard W. Lavey 85,042(9) * Michael D. Price 2,346 * Joseph R. Ramrath 25,116(10) * John C. Roche 182,418(11) * Bryan J. Salvatore 13,210(12) * Harriett “Tee” Taggart 11,048(10) * Current directors and executive officers, as a group (19 persons) 677,278(13) 1.65% † As to shares listed in this column, each person has sole voting and investment power, except as indicated in other footnotes to this table. Certain directors and executive officers have deferred, or under certain compensation programs were required to defer, receipt of certain stock grants from the Company. Deferred shares are held in a rabbi trust (the “ Rabbi Trust ”) by the trustee, Wells Fargo Bank, N.A. As of March 15, 2019, the Rabbi Trust held 12,294 shares of Common Stock pursuant to deferrals by the directors and executive officers. In accordance with regulations prescribed by the SEC, and even though such director or executive officer has a direct economic interest in such deferred shares, shares held in the Rabbi Trust are not included in the amounts set forth in this column. These shares may be voted by the trustee of the Rabbi Trust, but not by the individuals on whose behalf the shares are held in the Rabbi Trust. For information regarding specific deferrals, please refer to the footnotes below. * Less than 1%. (1) Excludes 3,326 shares held by the Rabbi Trust, the receipt of which Ms. Carlin has deferred. (2) Excludes 3,218 shares held by the Rabbi Trust, the receipt of which Mr. Condron has deferred. (3) Excludes 1,751 shares held by the Rabbi Trust, the receipt of which Ms. Egan has deferred. (4) Includes 84,308 shares underlying options exercisable within 60 days of March 15, 2019. Mr. Farber shares voting and investment power with his wife with respect to 2,500 shares. (5) Based on information provided to the Company as of March 7, 2019. Includes 839 shares held indirectly by the trustee of the Chaucer Share Incentive Plan (the “ Chaucer SIP ”). Effective upon the Company’s sale of the Chaucer group on December 28, 2018 (the “Chaucer Sale” ), Mr. Fowle ceased to be an employee of the Company. (6) Excludes 1,320 shares held by the Rabbi Trust, the receipt of which Mr. Huber was required to defer. Mr. Huber shares voting and investment power with his wife with respect to 20,094 shares. Includes 72,537 shares underlying options exercisable within 60 days of March 15, 2019. (7) Excludes 2,679 shares held by the Rabbi Trust, the receipt of which Mr. Knox has deferred. (8) Elected to the Board on September 17, 2018. (9) Includes 70,774 shares underlying options exercisable within 60 days of March 15, 2019. (10) Shares voting and investment power with spouse. (11) Includes 152,824 shares underlying options exercisable within 60 days of March 15, 2019. (12) Includes 10,946 shares underlying options exercisable within 60 days of March 15, 2019. (13) Includes 453,474 shares underlying options exercisable within 60 days of March 15, 2019. Excludes 12,294 shares held by the Rabbi Trust. See footnotes 1-4 and 6-12 above. Group calculation excludes Mr. Fowle since he was not serving as an officer as of March 15, 2019.