The Hanover Insurance Group, Inc. 2019-2020 Non-Employee Director Compensation Schedule
This document outlines the compensation structure for non-employee directors of The Hanover Insurance Group, Inc. for the service period beginning May 14, 2019. Directors receive a combination of stock and cash retainers, with additional payments for committee and board leadership roles. Directors may defer compensation and convert cash retainers into company stock. The company also reimburses travel expenses and matches charitable contributions up to $5,000 per year. All compensation 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.
2019-2020 Compensation of Non-Employee Directors
— For the annual service period beginning on May 14, 2019, the date of the 2019 Annual Meeting of Shareholders—
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| Standard Fees |
| Description | |
| Annual Director Retainer |
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| - Stock Component |
| - $135,000 valuation | |
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| - Granted on May 14, 2019. Issued pursuant to the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) | |
| - Cash Component |
| - $95,000 | |
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| - Payable on or after May 14, 2019 | |
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| Committee Chairperson Annual Retainer (amount includes Committee Annual Retainer) |
| - $21,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 14, 2019 | |
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| - $25,000 for the chairperson of the Compensation Committee, payable on or after May 14, 2019 | |
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| - $36,000 for the chairperson of the Audit Committee, payable on or after May 14, 2019 | |
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| Chair of the Board Retainer |
| - $125,000 - Payable on or after May 14, 2019
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| Committee Annual Retainer |
| - $10,000 for each member of the Nominating and Corporate Governance Committee (excluding the Committee Chairperson), payable on or after May 14, 2019 | |
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| - $11,000 for each member of the Compensation Committee (excluding the Committee Chairperson), payable on or after May 14, 2019 | |
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| - $15,000 for each member of the Audit Committee (excluding the Committee Chairperson), payable on or after May 14, 2019 | |
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| 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 (3.36% in 2019). 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 | |
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