Table of Contents I 58

THG 2019 Proxy Statement

LETTER TO OUR SHAREHOLDERS II
NOTICE OF ANNUAL MEETING II
TABLE OF CONTENTS IV
PROXY STATEMENT SUMMARY V
QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND THE ANNUAL MEETING 1
What is included in these proxy materials? 1
What is the purpose of the Annual Meeting? 1
Who is entitled to vote at the Annual Meeting? 1
What are the voting rights of the holders of the Company's common stock? 1
Who is soliciting my vote? 1
How does the Board recommend that I vote? 1
How many shares are entitled to vote at the Annual Meeting? 1
How many shares must be present to hold the Annual Meeting? 1
How do I vote? 1
How do I vote by proxy? 1
Can I change my vote after I submit my proxy? 2
What vote is required to approve each item, and how are abstentions and broker non- votes treated? 2
What happens if a director nominee is not elected at the Annual Meeting? 2
How do participants in The Hanover Insurance Group Employee Stock Purchase Plan (the “ESPP”) vote their shares? 2
Who can attend the Annual Meeting? 2
COMPANY STOCK OWNERSHIP 3
Stock Ownership by the Company's Directors and Executive Officers 3
Stock Ownership Guidelines for Named Executive Officers and Directors 4
Largest Owners of the Company's Stock 5
CORPORATE GOVERNANCE 6
Director Nominees 6
Directors Continuing in Office 7
Director Independence 9
Related-Person Transactions 9
Board Leadership Structure 10
Board Meetings and Attendance 10
Board Committees 11
Consideration of Director Nominees 13
Communicating with the Board 14
Director Compensation 14
Board's Role in Risk Oversight 15
Director Retirement Policy 16
Code of Conduct 16
Shareholder Engagement 16
ESG, Sustainability and Corporate Responsibility 16
ITEM I - ELECTION OF DIRECTORS 17
ITEM II - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 18
ITEM III - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19
Fees Incurred from PricewaterhouseCoopers LLP 19
Fees and Pre- Approval Policy 19
Audit Committee Report 20
EXECUTIVE COMPENSATION 21
Compensation Discussion and Analysis 21
Compensation Committee Report 38
Summary Compensation Table 39
Grants of Plan-Based Awards in Last Fiscal Year 42
Outstanding Equity Awards at Fiscal Year-End 44
Option Exercises and Stock Vested in 2018 46
Pension and Retirement Benefits 46
Potential Payments upon Termination or Change in Control 48
CEO Pay Ratio 53
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 55
HOUSEHOLDING INFORMATION 55
ANNUAL REPORT ON FORM 10-K 55
OTHER MATTERS 55
SHAREHOLDER PROPOSALS 55
APPENDIX A - EXCERPT FROM CORPORATE GOVERNANCE GUIDELINES 56
APPENDIX B - NON-GAAP FINANCIAL MEASURES 57

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