THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT i PROXY STATEMENT SUMMARY This summary provides highlights of the important information contained elsewhere in our Proxy Statement. It does not contain all of the information you should consider. We encourage you to read the entire Proxy Statement before voting. EXECUTIVE COMPENSATION (see pages 21-54) 2018 Company Performance Highlights: Net income of $391.0 million Stock price appreciated 8.0% Increased ordinary quarterly dividend 11.0% Net premium written increased 6.7% Successful sale of Chaucer Principal Components of Executive Compensation: Annual base salary Short-term incentive comp Long-term incentive comp Significant Compensation Practices: Multi-year vesting for long- term awards Significant stock ownership requirements for directors/officers “Double trigger” for change in control benefits Clawback policy Prohibition on pledging/hedging Company stock Limited perquisites Cap on payouts under variable incentive compensation programs No “280G tax gross ups” for new participants in the Employment Continuity Plan History of not re- pricing stock options GENERAL INFORMATION (see pages 1-5) Meeting: Annual Meeting of Shareholders Date: Tuesday, May 14, 2019 Time: 9:00 a.m., local time Location: 440 Lincoln Street, Worcester, MA 01653 Record Date: March 18, 2019 Common Stock Outstanding: 40,689,741 shares Voting : One vote per share of Common Stock Registrar & Transfer Agent: Computershare Limited Corporate Website: www.hanover.com Investor Relations: www.hanover.com – under “Investors” Annual Report: www.hanover.com – under “Investors – Annual Reports” Corporate Responsibility Website: www.hanover.com – under “About Us – Corporate Responsibility” MATTERS TO BE VOTED ON Agenda Item Board Recommendation See Pages 1. Election of four director nominees FOR each nominee 17 2. Advisory vote on executive compensation FOR 18 3. Ratification of the appointment of PwC as our independent, registered public accounting firm for 2019 FOR 19-20 CORPORATE GOVERNANCE (see pages 6-16) Director Nominees : (each for a three-year term expiring in 2022, except as noted) P. Kevin Condron – Independent (for a two-year term expiring in 2021); Michael D. Price – Independent; Joseph R. Ramrath – Independent; and John C. Roche – President & CEO. Director Election Standard: Majority of votes cast Current Board Composition: 11 members (10 independent) Board Meetings in 2018: 7 Standing Board Committees (Meetings in 2018): Committee of Independent Directors (9); Audit (10); Compensation (8); Nominating & Corp Governance (5) Board Leadership: Separate CEO and Chair Board Communications: Mail: The Hanover Insurance Group, Inc. Board of Directors, Attn: Corporate Secretary 440 Lincoln Street, Worcester, MA 01653 Web: www.HanoverAlertLine.com Phone: 1-800-533-2547 Code of Conduct: www.hanover.com under “About Us- Corporate Governance—Company Policies” • • • • •