THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 47 401(k) Plan The Company maintains a 401(k) retirement savings plan (the “ 401(k) Plan ”). For 2018, the 401(k) Plan provided a 100% match on the first 6% of eligible compensation deferred under the 401(k) Plan. Eligible compensation generally consists of salary and cash bonus, up to the federal limits for qualified 401(k) plans, which was $275,000 for 2018. Non-Qualified Retirement Savings Plan In connection with the 401(k) Plan, the Company also maintains the Non-Qualified Retirement Savings Plan. This plan provides eligible employees of the Company, including each of the NEOs (with the exception of Mr. Fowle who was a U.K. employee of Chaucer), a 6% employer contribution on total eligible compensation in excess of federal limits applied to the 401(k) Plan (subject to certain limits and contingent upon satisfaction of maximum employee contributions to the 401(k) Plan or receipt of evidence that the employee has made maximum contributions to a former employer’s 401(k) plan for the year in question). Amounts deferred are credited with interest based on the GATT rate. This plan is unfunded and non-qualified. A participant’s benefits are generally payable upon the earlier to occur of death or six months following termination of employment with the Company. The table below sets forth certain information regarding NEO participation in the Non-Qualified Retirement Savings Plan during 2018: Name Executive Contributions in 2018 ($) (1) Company Contributions in 2018 ($) (2) Aggregate Earnings in 2018 ($) (3) Aggregate Withdrawals/ Distributions in 2018 ($) Aggregate Balance at December 31, 2018 ($) (4) John C. Roche — 43,500 6,456 — 282,100 Jeffrey M. Farber — 43,500 539 — 66,839 J. Kendall Huber — 41,596 19,254 — 744,418 Richard W. Lavey — 34,110 6,974 — 290,875 Bryan J. Salvatore — 35,520 — — 35,520 (1) The plan does not currently allow for executive contributions. (2) Represents contributions made by the Company in 2019 with respect to eligible 2018 compensation. Such contributions are included in the All Other Compensation Column of the Summary Compensation Table. In March 2018, contributions with respect to eligible 2017 compensation were made to the following NEOs in the following amounts: $27,118 for Mr. Roche; $22,800 for Mr. Farber; $27,854 for Mr. Huber; and $23,341 for Mr. Lavey. (3) Represents interest accrued on the aggregate amount in the plan attributable to the NEO. Amounts set forth in this column are not included in the Summary Compensation Table because no portion of the interest is “above market,” as determined under SEC rules. (4) Includes Company contributions made in 2019 as if such contributions were made on December 31, 2018. Balances attributable to Company contributions have been reported as compensation for the NEO in the Summary Compensation Table for the applicable years. Company Mandated Section 162(m) Deferrals From time to time, the Company has required that compensation earned by our NEOs that was not deductible pursuant to Section 162(m) be deferred until such time as the payment to the NEO could be made without limits on deductibility under Section 162(m). The table below sets forth information regarding the value of earned and vested stock-based compensation that the Company required Mr. Huber to defer in order to preserve its ability to deduct the payment of such compensation under Section 162(m). Name Executive Contributions in 2018 ($) (1) Registrant Contributions in 2018 ($) (2) Aggregate Earnings in 2018 ($) (3) Aggregate Withdrawals/ Distributions in 2018 ($) Aggregate Balance at December 31, 2018 ($) (4) J. Kendall Huber 2,930 181 — — 162,557 (1) Represents dividends earned in 2018 on accumulated deferred shares that were required to be deferred as described above. The stock award underlying the deferred shares was reported in the Summary Compensation Table during the year granted. Dividends on such shares are not reported in the Summary Compensation Table. (2) Represents interest on deferred dividends. Such deferred dividends accrue interest at the GATT rate. Such interest is not reported in the Summary Compensation Table because no portion of the interest is “above market,” as determined under SEC rules. (3) The value of deferred shares fluctuates with the market value of our Common Stock. Aggregate earnings (loss) based upon stock price fluctuation are not reported in this column or in the Summary Compensation Table but are reflected in the aggregate balance as of December 31, 2018. See Note 4 below. (4) Represents the fair market value of the aggregate number of shares previously earned and reported but required to be deferred as of December 31, 2018, plus all accrued but unpaid dividends and accrued but unpaid interest thereon, which are