THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 4 Stock Ownership Guidelines for Named Executive Officers and Directors Named Executive Officers Within 18 months of becoming subject to our stock ownership guidelines, each NEO should achieve an ownership level in our Common Stock with a value equal to one times his or her base salary. Within three years of becoming subject to these guidelines, each NEO should achieve and maintain an ownership level with a value equal to two to four times his or her base salary (four to six times base salary for the CEO). The guidelines credit shares held outright, unvested restricted stock, restricted stock units, performance-based restricted stock units (measured at target) and any shares that have been earned but the payment of which has been deferred. Shares subject to unexercised stock options, whether or not vested, are not counted when determining ownership under the guidelines. For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition. Each of our current NEOs is in compliance with the guidelines. Set forth below is a table that indicates, as of March 15, 2019, each current NEO’s share ownership as a multiple of his current base salary rate. Such figures are calculated in accordance with our stock ownership guidelines, and the multiple has been determined assuming a current market value of $116.20 per share (the closing price of our Common Stock on March 15, 2019). NEO Year Hired Number of Shares Counted under Stock Ownership Guidelines Ownership Level as a Multiple of Base Salary John C. Roche 2006 61,337 7.6 Jeffrey M. Farber 2016 34,717 5.9 J. Kendall Huber 2000 51,597 10.5 Richard W. Lavey 2004 23,933 5.3 Bryan J. Salvatore 2017 14,486 3.3 Board of Directors Within four years from the date of first being elected to the Board, each non-employee director should achieve an ownership level in our Common Stock with a value equal to four times the value of the regular annual stock retainer paid to directors for service on the Board. This requirement can be satisfied by purchases in the open market or by holding grants received from the Company (including share grants that the director has elected to defer under Company-sponsored deferred compensation programs). For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition. Each of our non-employee directors is in compliance with our stock ownership guidelines, or is expected to become compliant within the prescribed time following his or her initial election to the Board. Set forth below is a table that indicates, as of March 15, 2019, each director’s share ownership as a multiple of the value of the current annual stock retainer ($135,000). Such figures are calculated in accordance with our stock ownership guidelines, and the multiple has been determined assuming a current market value of $116.20 per share (the closing price of our Common Stock on March 15, 2019). Non-Employee Director Year First Elected to Board Number of Shares Counted under Stock Ownership Guidelines Ownership Level as a Multiple of the Value of the Annual Stock Retainer Kevin J. Bradicich 2018 1,378 1.2 Jane D. Carlin 2016 3,326 2.9 P. Kevin Condron 2007 25,418 21.9 Cynthia L. Egan 2015 5,865 5.1 Daniel T. Henry 2014 11,773 10.2 Wendell J. Knox 1999 28,599 24.6 Kathleen S. Lane 2018 768 0.7 Michael D. Price 2017 2,346 2.0 Joseph R. Ramrath 2004 25,116 21.6 Harriett “Tee” Taggart 2009 11,048 9.5