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The Hanover Insurance Group is asking shareholders to vote at its May 12, 2026 annual meeting on three items: electing eight directors to one-year terms, an advisory approval of executive compensation, and ratification of PricewaterhouseCoopers as independent auditor.
The proxy highlights 2025 net income of $662.5 million, a combined ratio of 91.6%, net written premiums of $6,322.1 million up 3.9%, and stock repurchases of $130.1 million. Book value per share rose 27.4%, while the quarterly dividend increased 5.6% to $0.95, or $3.80 annually.
The Board reports that 10 of 11 directors are independent, the chair and CEO roles are separated, and the Board will be fully declassified in 2027. Executive pay is described as strongly performance-based, with 2025 short-term incentives funded at 140% of target and performance-based equity earned based on three-year relative total shareholder return and adjusted operating ROE.
Hanover Insurance Group director Jane D. Carlin reported an open-market sale of common stock. On February 27, 2026, she sold 1,200 shares at a weighted average price of $180.91 per share, with individual sale prices ranging from $180.79 to $181.02.
After this transaction, she directly owns 2,423 Hanover common shares. A footnote also notes an additional 2,306 shares held indirectly in a Rabbi Trust pursuant to deferral agreements, which are not included in the reported direct holdings.
Hanover Insurance Group Executive Vice President Dennis Francis Kerrigan reported a tax-related share disposition connected to vesting equity awards. On the vesting of previously granted restricted stock units, 1,751 shares of common stock were forfeited at $180.63 per share to cover withholding taxes, a non‑market transaction. After this withholding, Kerrigan directly holds about 11,968.723 Hanover common shares.
Hanover Insurance Group executive Jeffrey M. Farber reported a tax-related share disposition. On February 27, 2026, 5,507 shares of common stock were forfeited at $180.63 per share to cover withholding taxes triggered by the vesting of previously granted restricted stock units.
After this tax-withholding disposition, Farber directly holds 51,716.485 shares of Hanover Insurance Group common stock. The forfeited shares were not an open-market sale but an automatic share surrender under the terms of the equity award agreement.
HANOVER INSURANCE GROUP, INC. Executive Vice President Richard W. Lavey reported an administrative share disposition tied to equity compensation. On February 27, 2026, 3,220 shares of common stock at $180.63 per share were forfeited to cover withholding taxes upon the vesting of previously granted restricted stock units. After this tax-withholding disposition, he directly owned 34,382.74 common shares.
Hanover Insurance Group Executive Vice President Salvatore J. Bryan reported a Form 4 transaction involving 2,807 shares of common stock on February 27, 2026. These shares were forfeited to cover withholding taxes upon the vesting of previously granted restricted stock units at $180.63 per share. After this tax-withholding disposition, Bryan directly owned 29,038.599 shares of Hanover common stock.
Hanover Insurance Group President and CEO John C. Roche reported a tax-related share disposition connected to equity compensation. On February 27, 2026, 14,220 shares of common stock were forfeited to cover withholding taxes upon the vesting of previously granted restricted stock units at an indicated price of $180.63 per share. After this tax-withholding disposition, he directly held 140,858.174 common shares, while an additional 14,454 shares are held by his spouse and are not included in his reported direct holdings.
Hanover Insurance Group executive vice president David John Lovely reported a tax-related share disposition. On February 27, he forfeited 1,068 shares of common stock at $180.63 per share to cover withholding taxes triggered by vesting of previously granted restricted stock units. After this withholding, he holds 3,794.675 shares of common stock directly.
Hanover Insurance Group executive Denise Lowsley disposed of 1,207 shares of common stock to cover taxes on vested restricted stock units. The shares were forfeited at $180.63 per share on February 27, 2026, and she now directly holds 4,932.24 shares.
Hanover Insurance Group executive vice president Lee Willard T reported a tax-related share disposition. On February 27, 2026, 1,215 shares of common stock were forfeited at $180.63 per share to cover withholding taxes upon vesting of previously granted restricted stock units. After this tax-withholding disposition, he directly owns 6,968.851 common shares.