THG 10-K Annual Report Dec. 31, 2024 | Alphaminr
HANOVER INSURANCE GROUP, INC.
ALPHAMINR

THG 10-K Fiscal year ended Dec. 31, 2024

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HANOVER INSURANCE GROUP, INC.
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TABLE OF CONTENTS
Part IprintItem 1 BusinessprintItem 1 BprintItem 1A Risk FactorsprintItem 1A RiprintItem 1B Unresolved Staff CommentsprintItem 1B UnresolveprintItem 1C CybersecurityprintItem 2 PropertiesprintItem 3 Legal ProceedingsprintItem 3 LegalprintItem 4 Mine Safety DisclosuresprintItem 4 Mine SafeprintPart IIprintItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 5 Market For Registrant S Common Equity, Related StockprintItem 6 [reserved]printItem 6 [reseprintItem 7 Management S Discussion and Analysis OprintItem 7A Quantitative and Qualitative Disclosures About Market RiskprintItem 7A Quantitative and QualitatiprintItem 8 Financial Statements and Supplementary DataprintItem 8 Financial StatemenprintItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9 Changes in and Disagreements with AccouprintItem 9A Controls and ProceduresprintItem 9A ControlsprintItem 9b-other InformationprintItem 9b-otherprintItem 9c-disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintItem 9c-disclosure Regarding Foreign JprintPart IIIprintItem 10 Directors, Executive Officers and Corporate GovernanceprintItem 10 Directors, Executive OffprintItem 11 Executive CompensationprintItem 11 ExecutivprintItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 12 Security Ownership Of Certain Beneficial OwnprintItem 13 Certain Relationships and Related Transactions, and Director IndependenceprintItem 13 Certain Relationships and RelatedprintItem 14 Principal Accountant Fees and ServicesprintItem 14 Principal AccounprintPart IVprintItem 15 Exhibits, Financial Statement SchedulesprintItem 15 Exhibits, FinanciprintItem 16 Form 10-k SummaryprintItem 16 Formprint

Exhibits

2.1 Agreement for the Sale and Purchase of Shares in the Capital of The Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia HoldCo Pty Ltd., dated September 13, 2018, by and between the Registrant and China Reinsurance (Group) Corporation (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K), previously filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the Commission on September 13, 2018 and incorporated herein by reference. 2.2 Supplemental Agreement by and between the Registrant and China Reinsurance (Group) Corporation, dated December 28, 2018 relating to the Agreement for the Sale and Purchase of Shares in the Capital of The Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia HoldCo Pty Ltd., dated September 13, 2018, by and between the Registrant and China Reinsurance (Group) Corporation, previously filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the Commission on January 3, 2019 and incorporated herein by reference. 2.3 Second Supplemental Agreement by and between the Registrant and China Reinsurance (Group) Corporation, dated March 27, 2019 relating to the Agreement for the Sale and Purchase of Shares in the Capital of The Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia HoldCo Pty Ltd., dated September 13, 2018, by and between the Registrant and China Reinsurance (Group) Corporation, previously filed as Exhibit 2.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 2, 2019 and incorporated herein by reference. 3.1 Amended and Restated Certificate of Incorporation of the Registrant, previously filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Commission on May 16, 2024 and incorporated herein by reference. 3.2 Amended and Restated By-Laws of the Registrant, previously filed as Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 1, 2024 and incorporated herein by reference. 4.1 Specimen Certificate of the Registrants Common Stock, previously filed as Exhibit 4 to the Registrants Annual Report on Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference. 4.3 Form of Global Debenture relating to the Registrants 7 5/8% Senior Debentures due 2025, previously filed as Exhibit 4.2 to the Registrants Annual Report on Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference. 4.5 First Supplemental Indenture, dated July 30, 2009, amending the indenture dated February 3, 1997 relating to the Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.5 to the Registrants Annual Report on Form 10-K filed with the Commission on March 1, 2010 and incorporated herein by reference. 4.6 Form of Global Security representing $300,000,000 principal amount of Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.6 to the Registrants Annual Report on Form 10-K filed with the Commission on March 1, 2010 and incorporated herein by reference. 4.7 Base Indenture, dated as of April 8, 2016, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. 4.8 First Supplemental Indenture (to the Base Indenture dated as of April 8, 2016), as of April 8, 2016, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. 4.9 Form of Security Certificate representing the 4.5% Notes due 2026, previously filed as Exhibit 4.3 (and included in Exhibit 4.2) to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. 4.10 Second Supplemental Indenture (to the Base Indenture dated as of April 8, 2016) dated as of August 24, 2020 between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Commission on August 24, 2020 and incorporated herein by reference. 4.11 Form of Security Certificate representing the 2.5% Notes due 2030, previously filed as Exhibit 4.3 (and included in Exhibit 4.2) to the Registrants Current Report on Form 8-K filed with the Commission on August 24, 2020 and incorporated herein by reference. 4.12 Description of Registrants Securities previously filed as Exhibit 4.12 to the Registrants Annual Report on Form 10-K filed with the Commission on February 25, 2022 and incorporated herein by reference. +10.2 The Hanover Insurance Group Cash Balance Pension Plan, as amended, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on October 31, 2019 and incorporated herein by reference. +10.3 The Hanover Insurance Group Retirement Savings Plan, as amended. +10.4 The Hanover Insurance Group, Inc. Amended and Restated Non-Qualified Retirement Savings Plan, previously filed as Exhibit 10.30 to the Registrants Annual Report on Form 10-K filed with the Commission on February 24, 2011 and incorporated herein by reference. +10.6 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.7 Amendment to outstanding Stock Options issued under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.18 to the Registrants Annual Report on Form 10-K filed with the Commission on February 25, 2016 and incorporated herein by reference. +10.8 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.19 to the Registrants Annual Report on Form 10-K filed with the Commission on February 25, 2016 and incorporated herein by reference. +10.9 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.16 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.10 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer, previously filed as Exhibit 10.17 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.11 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.16 to the Registrants Annual Report on Form 10-K filed with the Commission on February 24, 2020 and incorporated herein by reference. +10.12 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 4, 2022 and incorporated herein by reference. +10.13 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.21 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.14 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer, previously filed as Exhibit 10.22 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.15 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 4, 2022 and incorporated herein by reference. +10.16 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.24 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.17 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.25 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.18 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 2, 2019 and incorporated herein by reference. +10.19 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 4, 2022 and incorporated herein by reference. +10.21 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2022 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 3, 2022 and incorporated herein by reference. +10.22 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2022 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 3, 2023 and incorporated herein by reference. +10.23 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2022 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 3, 2023 and incorporated herein by reference. +10.24 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2022 Long-Term Incentive Plan, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 3, 2023 and incorporated herein by reference. +10.25 The Hanover Insurance Group, Inc. Amended and Restated Employment Continuity Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 11, 2008 and incorporated herein by reference. +10.26 Form of Side Letter Agreement for New Participants in The Hanover Insurance Group, Inc. Amended and Restated Employment Continuity Plan waiving right to IRC 280G Gross-Up Payments, previously filed as Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on July 29, 2016 and incorporated herein by reference. +10.27 Description of 2023 2024 Non-Employee Director Compensation, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 4, 2023 and incorporated herein by reference. +10.28 The Hanover Insurance Group, Inc. Amended and Restated Non-Employee Director Deferral Plan previously filed as Exhibit 10.31 to the Registrants Annual Report on Form 10-K filed with the Commission on February 22, 2024 and incorporated herein by reference. +10.29 Offer Letter, dated September 21, 2016, by and between Jeffrey M. Farber and the Registrant, previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on September 23, 2016 and incorporated herein by reference. +10.31 Form of Leadership Severance Arrangement, previously filed as Exhibit 10.40 to the Registrants Annual Report on Form 10-K filed with the Commission on February 27, 2018 and incorporated herein by reference. +10.32 Offer Letter, dated December 2, 2019, by and between Dennis F. Kerrigan and the Registrant, previously filed as Exhibit 10.29 to the Registrants Annual Report on Form 10-K filed with the Commission on February 24, 2021 and incorporated herein by reference. 10.33 Form of Accident and Health Coinsurance Agreement between The Hanover Insurance Company, as Reinsurer, and First Allmerica Financial Life Insurance Company (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K), previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on August 4, 2008 and incorporated herein by reference. 10.34 Credit Agreement, dated as of July 21, 2023, by and among the Hanover Insurance Group, Inc., JPMorgan Chase Bank, as administrative agent, and the lenders party thereto, previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on July 21, 2023, and incorporated herein by reference. 19.1 The Hanover Insurance Group, Inc. Insider Trading Policy. 19.2 The Hanover Insurance Group, Inc. Addendum to Insider Trading Policy. 21 Subsidiaries of THG. 23 Consent of Independent Registered Public Accounting Firm. 24 Power of Attorney. 31.1 Certification of the Chief Executive Officer, pursuant to 15 U.S.C. 78m. 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 97.1 The Hanover Insurance Group, Inc. Policy for Recoupment of Incentive Compensation previously filed as Exhibit 97.1 to the Registrants Annual Report on Form 10-K filed with the Commission on February 22, 2024 and incorporated herein by reference.