The Hanover Insurance Group, Inc. 2017-2018 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 16, 2017. Directors receive a combination of stock and cash retainers, with additional payments for committee chairpersons and members, as well as the Chairman of the Board. Directors may defer compensation and convert cash payments into company stock. The company reimburses travel expenses and matches charitable contributions up to $5,000 per year. The program is governed by the company's 2014 Long-Term Incentive Plan and the Non-Employee Director Deferral Plan.
Exhibit 10.1
The Hanover Insurance Group, Inc.
2017-2018 Compensation of Non-Employee Directors
— For the annual service period beginning on May 16, 2017, the date of the 2017 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 16, 2017. Issued pursuant to Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) | |
| - Cash Component |
| - $90,000 | |
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| - Payable on or after May 16, 2017 | |
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| Committee Chairperson Annual Retainer (payable in addition to Committee Annual Retainer) |
| - $21,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 16, 2017 | |
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| - $21,000 for the chairperson of the Compensation Committee, payable on or after May 16, 2017 | |
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| - $36,000 for the chairperson of the Audit Committee, payable on or after May 16, 2017 | |
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| Chairman of the Board Retainer |
| - $125,000 - Payable on or after May 16, 2017
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| Committee Annual Retainer |
| - $10,000 for each member of the Nominating and Corporate Governance Committee, payable on or after May 16, 2017 | |
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| - $10,000 for each member of the Compensation Committee, payable on or after May 16, 2017 | |
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| - $15,000 for each member of the Audit Committee, payable on or after May 16, 2017 | |
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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 (2.86% in 2017). 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.
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| Matching Charitable Contributions |
| - Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year | |
