THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 42 Grants of Plan-Based Awards in Last Fiscal Year The following table contains information concerning plan-based awards granted to the NEOs in 2018. All equity awards were granted pursuant to the 2014 Plan. In order for such awards to vest, in addition to satisfying the applicable performance metrics, if any, the NEO generally must remain continuously employed by the Company through the applicable vesting date (for a description of termination benefits associated with these awards, please see the “Potential Payments upon Termination or Change in Control” section beginning on page 48). Grants of Plan-Based Awards in 2018 Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock All Other Grant Date Fair Name Grant Date Threshold ($) (1) Target ($) Maximum ($) Threshold (#) (1) Target (#) Maximum (#) Awards: Number of Shares of Stock or Units (#) Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Value of Stock and Option Awards ($) (2) John C. Roche 2/27/18 (3) — 990,000 1,980,000 2/27/18 (4) 2,250 9,000 13,500 1,100,430 2/27/18 (5) 67,860 110.57 1,099,972 Jeffrey M. Farber 2/27/18 (3) — 650,000 1,300,000 2/27/18 (4) 1,482 5,930 8,895 725,061 2/27/18 (5) 44,730 110.57 725,048 J. Kendall Huber 2/27/18 (3) — 488,750 977,500 2/27/18 (4) 818 3,275 4,912 400,434 2/27/18 (5) 24,690 110.57 400,211 Richard W. Lavey 2/27/18 (3) — 386,250 772,500 2/27/18 (4) 640 2,560 3,840 313,011 2/27/18 (5) 19,290 110.57 312,680 Bryan J. Salvatore 2/27/18 (3) — 382,500 765,000 2/27/18 (4) 511 2,045 3,067 250,042 2/27/18 (5) 15,435 110.57 250,193 Former Officer John Fowle 3/15/18 (6) 147,400 589,600 1,179,200 4/02/18 (4) (7) 297 1,190 1,785 168,742 4/02/18 (8) (7) — 3,375 6,750 393,289 Various (9) 40 4,651 (1) Threshold amounts indicate the amount of payout in the event certain minimum levels of performance are achieved. Except as indicated in Note 6 with respect to Mr. Fowle, if the level of actual performance falls below the minimum payout threshold, no amounts will be paid. (2) The amounts in this column reflect the grant date fair value of the award (at target with respect to PBRSUs) calculated in accordance with FASB ASC Topic No. 718, disregarding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are set forth 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. The amounts set forth may be more or less than the value ultimately realized based upon, among other things, the value of the Company’s Common Stock at the time of vesting of the stock awards or exercise of options, whether the Company achieves certain performance goals and whether such awards actually vest. (3) Represents an award under the 2018 Leadership STIP (see section entitled “Short-Term Incentive Compensation” in the CD&A beginning on page 27 for more information). On March 15, 2019, these awards were paid to the NEOs in the following amounts: Mr. Roche, $990,000; Mr. Farber, $750,000; Mr. Huber, $588,750; Mr. Lavey, $386,250; and Mr. Salvatore, $382,500. (4) Represents a grant of PBRSUs (see sections entitled “Long-Term Incentive Compensation” and “Compensation for Chaucer CEO” in the CD&A beginning on page 31 and page 34, respectively, for more information). PBRSUs vest on the third anniversary of the date of grant only if and to the extent the Company achieves a specified relative total shareholder return for the years 2018-2020. The PBRSUs automatically adjust to reflect the accrual of dividend equivalent rights, to the extent dividends are paid with respect to our Common Stock. The adjustment results in the issuance of additional PBRSUs that are subject to the same terms and conditions (including the applicable performance and time-based vesting requirements) as the underlying PBRSU. All figures in the table above reflect the number of PBRSUs issued upon date of grant and have not been updated to reflect subsequent adjustments for accrued dividend equivalents. (5) Options to purchase Common Stock that vest in three substantially equal annual installments commencing on the first anniversary of the grant date. All options have a ten-year term. The exercise price of the options equals the closing price per