THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 43 share of Common Stock on the NYSE as of the date of grant. See section entitled “Long-Term Incentive Compensation” in the CD&A beginning on page 31 for more information. The information provided is as of the grant date and does not reflect subsequent adjustments to the number of options and the exercise price as a result of the Special Dividend. See the introductory note to the “Outstanding Equity Awards at Fiscal Year-End 2018” table below for more information. (6) Represented an award under the 2018 Chaucer Annual Bonus Scheme. The Retention Agreement dated May 23, 2018 modified this award to pay out at the greater of 100% of Mr. Fowle’s target award under Chaucer’s 2018 Annual Bonus Scheme or Chaucer’s actual financial performance based upon the level of Return on Allocated Capital (ROAC) that Chaucer achieved, if a sale of Chaucer was completed by April 2019. It is expected that Mr. Fowle will be paid 100% of the target award shown by Chaucer under China Re’s ownership (see section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information). (7) Equity awards were forfeited on December 28, 2018 in connection with the Chaucer Sale and cash payment will be made in lieu and included in the amount for “All Other Compensation” in the Summary Compensation Table on page 39 (see section entitled “Compensation for Chaucer CEO” in the CD&A beginning on page 34 for more information). (8) Represented a grant of PBRSUs. PBRSUs would vest on the third anniversary of the date of grant only if and to the extent Chaucer achieved a specified level of average post-tax ROAC for the years 2018-2020. (9) Grants of matching shares under the Chaucer SIP. Subject to certain exceptions, such shares are subject to a three-year employment with Chaucer vesting requirement.