The Hanover Insurance Group, Inc. 2016-2017 Non-Employee Director Compensation Program
This document outlines the compensation program for non-employee directors of The Hanover Insurance Group, Inc. for the service period beginning May 24, 2016. Directors receive a combination of stock and cash retainers, additional fees for committee roles, and reimbursement for expenses. Directors may defer compensation or convert cash retainers into company stock. The company also matches charitable contributions up to $5,000 per director annually. The program specifies payment amounts and timing for each component, as well as the option to participate in a deferred compensation plan.
Exhibit 10.5
The Hanover Insurance Group, Inc.
2016-2017 Compensation of Non-Employee Directors
— For the annual service period beginning on May 24, 2016, the date of the 2016 Annual Meeting of Shareholders—
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| Standard Fees |
| Description |
| Annual Director Retainer |
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| - Stock Component |
| -$125,000 valuation |
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| -Granted on May 24, 2016. Issued pursuant to Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) |
| - Cash Component |
| -$85,000 |
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| -Payable on or after May 24, 2016 |
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| Committee Chairperson Annual Retainer (payable in addition to Committee Annual Retainer) |
| -$10,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 24, 2016 |
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| -$14,000 for the chairperson of the Compensation Committee, payable on or after May 24, 2016 |
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| -$24,000 for the chairperson of the Audit Committee, payable on or after May 24, 2016 |
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| Chairman of the Board Retainer |
| -$125,000 -Payable on or after May 24, 2016
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| Committee Annual Retainer |
| -$5,000 for each member of the Nominating and Corporate Governance Committee, payable on or after May 24, 2016 |
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| -$7,000 for each member of the Compensation Committee, payable on or after May 24, 2016 |
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| -$12,000 for each member of the Audit Committee, payable on or after May 24, 2016 |
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| Other |
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| Special Chief Executive Officer Search Committee Fee |
| -$10,000 for each Committee Member, payable on or after May 24, 2016
-$20,000 for the Committee Chair, payable on or after May 24, 2016
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| Deferred Compensation Plan |
| -Directors may defer receipt of their cash and stock compensation (including any cash compensation that is converted to 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 (3.03% in 2016). All deferrals are pursuant to The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan. |
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| 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 2014 Plan |
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| Reimbursable Expenses |
| -Travel and related expenses incurred in connection with service on the Board of Directors and its Committees. The Company also reimburses Mr. Angelini’s employer, Bowditch & Dewey, for estimated expenses for administrative support related to his duties as Chairman of the Board. |
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| Matching Charitable Contributions |
| -Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year |
