THG 10-K Annual Report Dec. 31, 2021 | Alphaminr
HANOVER INSURANCE GROUP, INC.
ALPHAMINR

THG 10-K Fiscal year ended Dec. 31, 2021

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HANOVER INSURANCE GROUP, INC.
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PROXIES
DEF 14A
 		Filed on March 28, 2024
DEF 14A
 		Filed on March 24, 2023
DEF 14A
 		Filed on March 25, 2022
DEF 14A
 		Filed on March 26, 2021
DEF 14A
 		Filed on March 27, 2020
DEF 14A
 		Filed on March 28, 2019
DEF 14A
 		Filed on March 28, 2018
DEF 14A
 		Filed on March 30, 2017
DEF 14A
 		Filed on April 7, 2016
DEF 14A
 		Filed on April 2, 2015
DEF 14A
 		Filed on April 3, 2014
DEF 14A
 		Filed on April 1, 2013
DEF 14A
 		Filed on March 29, 2012
DEF 14A
 		Filed on April 1, 2011
DEF 14A
 		Filed on March 26, 2010
TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 ReservedItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9b-other InformationItem 9c-disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accountant Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

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 Item601(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 Certificate of Incorporation of the Registrant, previously filed as Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference. 3.2 Amended By-Laws of the Registrant, previously filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K filed with the Commission on November 21, 2006 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 March16, 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 March16, 2006 and incorporated herein by reference. 4.5 First Supplemental Indenture, dated July30, 2009, amending the indenture dated February3, 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 March1, 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 March1, 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 4.2 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. +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 October31, 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 February24, 2011 and incorporated herein by reference. +10.5 The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, as amended, previously filed as Annex I to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on March 29, 2012 and incorporated herein by reference. +10.6 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.38 to the Registrants Annual Report on Form 10-K filed with the Commission on February26, 2013 and incorporated herein by reference. +10.7 Amendment to outstanding Stock Options issued under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.11 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.8 The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Annex I to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 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 10.2 to the Registrants Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.10 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 February25, 2016 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 10.19 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.12 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 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 4, 2016 and incorporated herein by reference. +10.13 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. +10.14 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. +10.15 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. +10.16 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. +10.17 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. +10.18 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. +10.19 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. +10.20 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. +10.21 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 August11, 2008 and incorporated herein by reference. +10.22 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. +10.23 Description of 2019 2020 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 1, 2019 and incorporated herein by reference. +10.24 The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan, previously filed as Exhibit 10.28 to the Registrants Annual Report on Form 10-K filed with the Commission on February27, 2009 and incorporated herein by reference. +10.25 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. +10.26 The Hanover Insurance Group Second Amended and Restated 2014 Employee Stock Purchase Plan, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on October 28, 2020 and incorporated herein by reference. +10.27 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. +10.28 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 of Form 10-K filed with the Commission on February 24, 2021 and incorporated herein by reference. 10.29 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. 10.30 Credit Agreement dated April 30, 2019, among the Registrant, as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and various other lender parties, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on May 2, 2019 and incorporated herein by reference. 21 Subsidiaries of THG. 23 Consent of Independent Registered Public Accounting Firm. 24 Power of Attorney. 31.1 Certification of 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. Section1350, 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. Section1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.