The Hanover Insurance Group, Inc. Non-Employee Director Compensation Terms (2023)
This document outlines the compensation structure for non-employee directors of The Hanover Insurance Group, Inc. for annual service periods starting at the Annual Meeting of Shareholders. Directors receive a mix of stock and cash retainers, with additional fees for committee chairs and members. Directors can defer compensation and convert cash retainers to stock. The company reimburses travel expenses and matches charitable contributions up to $5,000 per year. All compensation is issued under the company's 2022 Long-Term Incentive Plan and the Non-Employee Director Deferral Plan.
Exhibit 10.1
The Hanover Insurance Group, Inc.
Compensation for Non-Employee Directors
— For the annual service periods beginning on the date of the Annual Meeting of Shareholders—
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Standard Fees | Description | |
Annual Director Retainer |
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- Stock Component | - $150,000 valuation | |
| - Issued pursuant to the Company’s 2022 Long-Term Incentive Plan (the “2022 Plan”) | |
- Cash Component | - $105,000 | |
Committee Chair Annual Retainer (amount includes Committee Annual Retainer) | - $21,000 for the chair of the Nominating and Corporate Governance Committee | |
| - $25,000 for the chair of the Compensation and Human Capital Committee | |
| - $36,000 for the chair of the Audit Committee | |
Chair of the Board Retainer | - $125,000 | |
Committee Annual Retainer | - $10,000 for each member of the Nominating and Corporate Governance Committee (excluding the Committee Chair) | |
| - $11,000 for each member of the Compensation and Human Capital Committee (excluding the Committee Chair) - $15,000 for each member of the Audit Committee (excluding the Committee Chair) | |
Deferred Compensation Plan | - Directors may defer receipt of their cash and stock compensation (including any cash compensation that is converted into stock under the Conversion Program). Deferred cash amounts are accrued in a memorandum account that is credited with interest derived from the so-called General Agreement on Tariffs and Trade (GATT) Rate (3.99% for 2023). All deferrals are pursuant to The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan. | |
Conversion Program | - At the election of each director, cash retainers may be converted into Common Stock of the Company with such stock issued pursuant to the 2022 Plan | |
Reimbursable Expenses | - Travel and related expenses incurred in connection with service on the Board of Directors and its Committees | |
Matching Charitable Contributions | - Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year |
