THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 44 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for our NEOs regarding outstanding equity awards held as of December 31, 2018. All awards granted prior to 2015 were issued pursuant to the Company’s 2006 Long-Term Incentive Plan (the “ 2006 Plan ”), and all other awards were issued 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 awards, please see the “Potential Payments upon Termination or Change in Control” section beginning on page 48). Outstanding Equity Awards at Fiscal Year-End 2018* Option Awards Stock Awards Name Grant Date (1) Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Grant Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) (2) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) John C. Roche 2/28/11 12,500 — 46.47 2/28/21 2/23/16 2,015(3) 235,292 2,324(4) 271,373 1/20/12 11,000 — 36.81 1/20/22 2/24/17 3,705(5) 432,633 2/26/13 20,500 — 42.49 2/26/23 5/15/17 2,450(6) 286,087 2/19/14 21,000 — 57.99 2/19/24 2/27/18 9,171(7) 1,070,898 2/27/15 21,600 — 70.24 2/27/25 2/23/16 13,440 6,720 82.74 2/23/26 2/24/17 8,565 17,130 91.19 2/24/27 2/27/18 — 67,860 110.57 2/27/28 Jeffrey M. Farber 10/03/16 31,666 15,834 74.88 10/03/26 10/03/16 9,015(4) 1,052,682 2/24/17 17,125 34,250 91.19 2/24/27 2/24/17 7,405(5) 864,682 2/27/18 — 44,730 110.57 2/27/28 2/27/18 6,043(7) 705,641 J. Kendall Huber 2/27/15 22,300 — 70.24 2/27/25 2/23/16 2,000(3) 233,540 2,307(4) 269,388 2/23/16 13,320 6,660 82.74 2/23/26 2/24/17 4,115(5) 480,509 2/24/17 9,515 19,030 91.19 2/24/27 2/27/18 3,338(7) 389,778 2/27/18 — 24,690 110.57 2/27/28 Richard W. Lavey 2/19/14 15,000 — 57.99 2/19/24 2/23/16 1,630(3) 190,335 1,880(4) 219,528 2/27/15 16,700 — 70.24 2/27/25 2/24/17 2,880(5) 336,298 2/23/16 10,933 5,467 82.74 2/23/26 2/27/18 2,609(7) 304,653 2/24/17 6,660 13,320 91.19 2/24/27 2/27/18 — 19,290 110.57 2/27/28 Bryan J. Salvatore 6/12/17 6,180 32,180 87.50 6/12/27 6/12/17 3,862(8) 450,966 2/27/18 — 15,435 110.57 2/27/28 6/12/17 2,575(5) 300,683 2/27/18 2,084(7) 243,349 Former Officer John Fowle Various 150(9) 17,516 * Note Regarding 2019 Special Dividend: On December 30, 2018, the Company announced a special dividend (the “ Special Dividend ”) of $4.75 per share payable on January 25, 2019 to all shareholders of record on January 10, 2019. Pursuant to the terms of the applicable equity agreements, to prevent the dilutive impact of the Special Dividend, the number of outstanding options and RSUs, and the exercise price of the options, were automatically adjusted. Since the adjustments had not occurred by fiscal year end, the information in this table was not updated to reflect the impact of the Special Dividend. (1) Except as noted below, options granted from 2013-2018 vest over three years in three substantially equal annual installments, in each case on the anniversary of the grant date. Options granted in 2011 and 2012 vested over four years, with 50% vesting on each of the third and fourth anniversaries of the grant date. With respect to Mr. Salvatore’s 2017 options received in connection with his hiring in 2017, 19,820 options vest in full on the second anniversary of the grant date, and the remaining 18,540 vest over three years in three substantially equal annual installments on the anniversary of the grant date.