UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

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Filed by a Party other than the Registrant ☐

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THE HANOVER INSURANCE GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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OnShaping the Move 2019Future 2020 Notice of Annual Meeting and Proxy Statement ANNUAL MEETINGMEET ING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2019   The Hanover Insurance Group®

12, 2020

THE HANOVER INSURANCE GROUP, INC.

440 Lincoln Street

Worcester, Massachusetts 01653

March 28, 201927, 2020

TO OUR FELLOW SHAREHOLDERS:

You are cordially invited to attend the Annual Meeting of Shareholders of The Hanover Insurance Group, Inc. to be held on Tuesday, May 14, 2019,12, 2020, at 9:00 a.m. localEastern time, at the Company’s headquarters in Worcester, Massachusetts. While we intend to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness. If we determine that holding an in-person Annual Meeting could pose a risk to the health and safety of our shareholders, employees, and directors, or if we are otherwise required by state, local or other authorities to limit physical attendance and/or access to the meeting site, the Company may decide to hold the Annual Meeting solely by means of remote communication. Please see the notice on the following page for additional information.

The accompanying Notice and Proxy Statement describe in detail the matters to be acted on at the Annual Meeting. This Proxy Statement also describes the corporate governance policies and practices that foster the Board’s effective oversight of the Company’s business, risks and conduct for the long-term benefit of our stakeholders. The Board, on behalf of our shareholders, is actively engaged in the governance, audit and compensation matters addressed in this Proxy Statement.

Your vote is important.important to us. We hope that you will vote as soon as possible. Please review the instructions concerning each of your voting options described in the accompanying Proxy Statement. Your cooperation will assure that your shares are voted and will also greatly assist us in preparing for the Annual Meeting.

On behalf of the Board of Directors, the executive leadership team and all our employees, we would like to thank you for your investment and continued support of The Hanover Insurance Group.

Sincerely,

John C. Roche

President and Chief Executive Officer

THE HANOVER INSURANCE GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 14, 201912, 2020

To the Shareholders of The Hanover Insurance Group, Inc.:

Below please find theSet forth below are details regarding the 20192020 Annual Meeting of Shareholders of The Hanover Insurance Group, Inc.:

LOCATION: Our principal executive office and corporate headquarters, 440 Lincoln Street, Worcester, Massachusetts 01653 01653*

DATE AND TIME: Tuesday, May 14, 2019,12, 2020, at 9:00 a.m. localEastern time

ITEMS OF BUSINESS: 1.  The election of four individuals to the Board of Directors; 2.  The advisory approval of the Company's executive compensation; 3.  The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent, registered public accounting firm for 2019;2020; and 4.  Such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE: The Board of Directors has fixed March 18, 201916, 2020 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

TBy Order of the Board of Directors,

CHARLES F. CRONIN

Vice President and Secretary

Worcester, Massachusetts

March 28, 201927, 2020

* While we intend to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness. If we determine that holding an in-person Annual Meeting could pose a risk to the health and safety of our shareholders, employees, and directors, or if we are otherwise required by state, local or other authorities to limit physical attendance and/or access to the meeting site, the Company may decide to hold the Annual Meeting solely by means of remote communication. In the event we decide to hold the Annual Meeting solely by remote communication, we will announce that determination in advance as promptly as practicable, and details on how to participate and demonstrate your ownership as of the record date will be issued by press release, posted on both our website (www.hanover.com) and our proxy hosting website (www.proxydocs.com/THG) and filed with the U.S. Securities and Exchange Commission as additional proxy material. As always, we encourage you to vote your shares prior to the Annual Meeting.

Your vote is important. Whether or not you plan to attendparticipate in the Annual Meeting, you are requested to vote your shares. Please follow the voting instructions set forth in the Proxy Statement. If you attend the Annual Meeting and desire to withdraw your proxy and vote in person,at the meeting, you may do so.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2019:12, 2020: The Proxy Statement and Annual Report to Shareholders are available at www.proxydocs.com/THG.

LOCATION: Our corporate headquarters, 440 Lincoln Street, Worcester, Massachusetts 01653DATE AND TIME: Tuesday, May 15, 2018, at 9:00 a.m. local time ITEMS OF BUSINESS: 1. The election of four individuals to the Board of Directors;2.  The advisory approval of the Company's executive compensation; 3.The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent, registered public accounting firm for 2018; and4.  Such other business as may properly come before the Annual Meeting or any adjournment thereof. RECORD DATE: The Board of Directors has fixed March 19, 2018 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Your vote is important. Whether or not you plan to attend the Annual Meeting, you are requested to vote your shares. Please follow the voting instructions set forth in the Proxy Statement. If you attend the Annual Meeting and desire to withdraw your proxy and vote in person, you may do so.

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY PROXY STATEMENT SUMMARY

This summary provides highlights of the important information contained elsewhere in our Proxy Statement. It does not contain all of the information you should consider. We encourage you to read the entire Proxy Statement before voting.

GENERAL INFORMATION (see pages 1-5) Meeting: Annual Meeting of Shareholders Date: Tuesday, May 14, 201912, 2020 Time: 9:00 a.m., localEastern time Location: 440 Lincoln Street, Worcester, MA 0165301653* Record Date: March 18, 201916, 2020 Common Stock Outstanding: 40,689,74138,169,806 shares Voting: One vote per share of Common Stock Registrar & Transfer Agent: Computershare Limited Corporate Website: www.hanover.com Investor Relations: www.hanover.com – under “Investors” Annual Report: www.hanover.com – under “Investors – Annual Reports” Corporate Responsibility Website:  www.hanover.com – under “About Us – Corporate Responsibility” EXECUTIVE COMPENSATION (see pages 21-54) 201822-53) 2019 Company Performance Highlights: • Net income of $391.0$425.1 million • Stock price appreciated 8.0% •17% Increased ordinary quarterly dividend 11.0% •by 8% and declared $2.50 special dividend Net premium written increased 6.7% • Successful sale4.5% Repurchased 4.2 million shares of Chaucerour Common Stock for approximately $563.6 million Principal Components of Executive Compensation: Annual base salary Short-term incentive comp Long-term incentive comp Significant Compensation Practices: Multi-year vesting for long-term awards Significant stock ownership requirements for directors/officers “Double trigger” for change in control benefits Clawback policy Prohibition on pledging/hedging Company stock Limited perquisites Cap on payouts under variable incentive compensation programs No “280G tax gross ups” for new participants in the Employment Continuity Plan History of not re-pricing stock options CORPORATE GOVERNANCE (see pages 6-16)6-17) Director Nominees: (each for a three-year term expiring in 2022, except as noted) P. Kevin Condron – Independent (for a two-year term expiring in 2021); Michael2023) Jane D. PriceCarlin – Independent; Joseph R. RamrathDaniel T. Henry – Independent; Wendell J. Knox – Independent; and John C. RocheKathleen S. Lane – President & CEO.Independent. Director Election Standard: Majority of votes cast Current Board Composition: 1112 members (10(11 independent) Board Meetings in 2018: 72019: 6 Standing Board Committees (Meetings in 2018)2019): Committee of Independent Directors (9)(6); Audit (10)(16); Compensation (8)and Human Capital (7); Nominating & Corpand Corporate Governance (5)(8) Board Leadership: Separate CEO and Chair Board Communications: Mail: The Hanover Insurance Group, Inc. Board of Directors, Attn: Corporate Secretary 440 Lincoln Street, Worcester, MA 01653 Web: www.HanoverAlertLine.com Phone: 1-800-533-2547 Code of Conduct: www.hanover.com under “About Us-Corporate Governance—Company Policies”Policies—Code of Conduct” MATTERS TO BE VOTED ON Agenda Item Board Recommendation See Pages 1. Election of four director nominees FOR each nominee 1718 2. Advisory vote on executive compensation FOR 1819 3. Ratification of the appointment of PwC as our independent, registered public accounting firm for 20192020 FOR 19-2020-21

* While we intend to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness and may decide to hold the Annual Meeting solely by means of remote communication. Please see the notice preceding the table of contents for additional information.

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PROXY STATEMENT

We have made these proxy materials available to you on or about March 28, 201927, 2020 via the Internet or, at your request, forwarded paper copies by mail, in connection with the solicitation of proxies by the Board of Directors (the “Board”) of The Hanover Insurance Group, Inc. (“THG” or the “Company”) for use at our Annual Meeting of Shareholders to be held on May 14, 201912, 2020 (the “Annual Meeting” or “Meeting”). In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have provided access to our proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a paper copy of the proxy materials unless you request one. The Notice instructs you on how to access the proxy materials via the Internet. The Notice also instructs you on how to vote your shares via the Internet. If you received a Notice by mail and would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND THE ANNUAL MEETING

What is included in these proxy materials? These proxy materials include our Proxy Statement for the Annual Meeting and our Annual Report to Shareholders for the fiscal year ended December 31, 20182019 (the “Annual Report”), including our financial statements and the report of PricewaterhouseCoopers LLP (“PwC”) thereon. The Annual Report is neither a part of this Proxy Statement nor incorporated herein by reference. If you requested a paper copy of these materials by mail, these materials also include the proxy card for submitting your vote prior to the Annual Meeting.

What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act on the following matters:

Any other business that properly comes before the Annual Meeting also will be considered. In addition, management will respond to questions from shareholders.

Who is entitled to vote at the Annual Meeting? Only shareholders of record at the close of business on March 18, 201916, 2020 (the “Record Date”) are entitled to vote at the Meeting.

What are the voting rights of the holders of the Company’s common stock? Each share of THG’s common stock, par value $0.01 per share (the “Common Stock”), entitles its holder to one vote.

Who is soliciting my vote? The Board is soliciting your vote at the Annual Meeting. Proxies also may be solicited on the Board’s behalf by directors, officers or employees of the Company, in person or by telephone, mail, or electronic or facsimile transmission. The Company will pay the cost of soliciting proxies, including reimbursing banks, brokerage firms and others for the reasonable expenses incurred by them for forwarding proxy material on behalf of the Board to beneficial owners of Common Stock.

How does the Board recommend that I vote? Our Board recommends that you vote your shares “FOR” the election of each nominee to the Board and “FOR” each of the other proposals specifically identified in this Proxy Statement for action at the Annual Meeting.

How many shares are entitled to vote at the Annual Meeting? As of the Record Date, 40,689,74138,169,806 shares of Common Stock were issued, outstanding and entitled to be voted.

How many shares must be present to hold the Annual Meeting? A quorum (a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting) must be present either in person or by proxy. Abstentions will be treated as present at the Annual Meeting for the purpose of determining a quorum and, because brokers have the discretionary authority to vote on one proposal (the ratification of auditors), broker non-votes also will also be treated as present at the Annual Meeting for the purpose of determining a quorum. A “broker non-vote” occurs when a broker holding shares for a beneficial owner returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on any matter specifically identified for action at the Annual Meeting other than the ratification of the appointment of PwC to serve as the Company’s independent, registered public accounting firm for 2019.2020.

How do I vote? You may either voteparticipate in personand vote at the Annual Meeting or vote by proxy without attending the Meeting.

How do I vote by proxy? If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and such brokerage firm or nominee will forward the Notice and/or a printed copy of the proxy materials to you, together with voting instructions. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote.

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If you are a registered shareholder (that is, if you hold stock certificates directly in your name), you may vote via the Internet in accordance with the instructions set forth in the Notice. If you have requested a paper copy of the proxy materials, you may vote by mail, via the Internet, or via the toll-free number in accordance with the instructions set forth on the proxy card. The shares of Common Stock represented by your proxy will be voted as you directed or, if the proxy card is signed, dated and returned without instructions, in accordance with the Board’s recommendations as set forth in this Proxy Statement.

The proxy also confers discretionary authority with respect to any other proposals that may properly be brought before the Annual Meeting. As of the date of this Proxy Statement, neither the Board nor management is aware of any other matters to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, then the proxies solicited hereby will be voted in accordance with the recommendations of the Board.

Can I change my vote after I submit my proxy? Yes. Any registered shareholder giving a proxy may revoke it at any time before it is exercised by delivering written notice thereof to the Company’s Corporate Secretary, The Hanover Insurance Group, Inc., 440 Lincoln Street, Worcester, MA 01653. If you are a beneficial owner of shares held in street name, you may revoke or change your voting instructions prior to the Meeting by timely instructing your broker, trustee or nominee. Any shareholder of record attendingparticipating in the Annual Meeting may vote in personat the Meeting regardless of whether or not the shareholder previously delivered a proxy. Shares held beneficially in street name by holders participating in the Annual Meeting may be voted in person only vote at the meeting if you obtain and bring or present to the Meeting a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. PresenceParticipation at the Annual Meeting by a shareholder who has submitted a proxy, however, does not in itself revoke a submitted proxy.

What vote is required to approve each item, and how are abstentions and broker non-votes treated?

What happens if a director nominee is not elected at the Annual Meeting? If a nominee who is currently serving as a director is not re-elected at the Annual Meeting, then under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any director who is nominated but fails to be re-elected is required to promptly tender his or her resignation to the Board, effective at the end of his or her current term. The Nominating and Corporate Governance Committee (the “NCGC”) will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In making their determinations, the NCGC and the Board may consider any factors deemed relevant. The Board will act on the NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not vote on the NCGC’s recommendation or the Board’s decision.

How do participants in The Hanover Insurance Group Employee Stock Purchase Plan (the “ESPP”) vote their shares?
ESPP participants who retain their issued shares are considered to hold such shares in “street name” in a brokerage account. Such shares may be voted like other “street name” holders. The brokerage firm or nominee will forward ESPP participants the Notice and/or a printed copy of the proxy materials, together with voting instructions. ESPP participants’ voting instructions are kept confidential by the administrator of the ESPP.

Who can attend the Annual Meeting? The Meeting is open to all THG shareholders of record as of the Record Date and to invited guests of the Board. Individuals who hold shares in “street name” may be required to provide a brokerage account statement or some other proof of their share ownership as of the Record Date.

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COMPANY STOCK OWNERSHIP

Stock Ownership by the Company’s Directors and Executive Officers

The following table sets forth information regarding the number of shares of Common Stock beneficially owned as of March 15, 2019 (unless otherwise indicated)13, 2020 by (i) each director (and director nominee) of THG, (ii) the named executive officers (the “NEOs”) in the Summary Compensation Table appearing later in this Proxy Statement, and (iii) all current directors and executive officers of THG, as a group. This information has been furnished by the persons listed in the table.

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Stock Ownership Guidelines for Named Executive Officers and Directors

Named Executive Officers

Within 18 months of becoming subject to our stock ownership guidelines, each NEO, and each of our other executive officers (as well as certain other senior officers designated by the CEO) should achieve an ownership level in our Common Stock with a value equal to one times his or her base salary. Within three years of becoming subject to these guidelines, each NEO (as well as each executive officer) should achieve and maintain an ownership level with a value equal to two to four times his or her base salary (four to six times base salary for the CEO)CEO and one to two times base salary for other senior officers). The guidelines credit shares held outright by the officer and by immediate family members residing in the same household, whether held individually or jointly by the officer or the immediate family member, unvested restricted stock, restricted stock units, performance-based restricted stock units (measured at target), and any shares that have been earned but the payment of which has been deferred. SharesRegardless of their vesting status, shares subject to unexercised stock options whether or not vested, are not counted when determining ownership under the guidelines. For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition.

Each of our current NEOs is in compliance with the guidelines. Set forth below is a table that indicates, as of March 15, 2019,13, 2020, each current NEO’s share ownership as a multiple of his current base salary rate. Such figures are calculated in accordance with our stock ownership guidelines, and the multiple presented below has been determined assuming abased upon the current market value of $116.20($103.03 per share, (thethe closing price of our Common Stock on March 15, 2019).13, 2020), or if higher, the value of the shares on the date of acquisition.

Board of Directors

Within four years from the date of first being elected to the Board, each non-employee director should achieve an ownership level in our Common Stock with a value equal to four times the value of the regular annual stock retainer paid to directors for service on the Board. This requirement can be satisfied by purchases in the open market or by holding grants received from the Company (including share grants that the director has elected to defer under Company-sponsored deferred compensation programs). The guidelines credit directors for shares held outright by the director and by his or her immediately family members residing in the same household, whether held individually or jointly by the director or the immediate family member. For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition.

Each of our non-employee directors is in compliance with our stock ownership guidelines, or is expected to become compliant within the prescribed time following his or her initial election to the Board. Set forth below is a table that indicates, as of March 15, 2019,13, 2020, each director’s share ownership as a multiple of the value of the current annual stock retainer ($135,000). Such figures are calculated in accordance with our stock ownership guidelines, and the multiple presented below has been determined assuming abased upon the current market value of $116.20($103.03 per share, (thethe closing price of our Common Stock on March 15, 2019).13, 2020), or if higher, the value of the shares on the date of acquisition.

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Largest Owners of the Company’s Stock

The following table lists the only persons who, to the best of the Company’s knowledge, are “beneficial owners” (as defined by SEC regulations) of more than five percent of the issued and outstanding shares of Common Stock as of March 15, 2019.13, 2020.

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CORPORATE GOVERNANCE

The Board has long been focused on and committed to responsible and effective corporate governance in order to promote sustainable, long-term shareholder value. The following section identifies our directors and their qualifications, describes the Board leadership structure, outlines the standing Board committees and their responsibilities and highlights certain key aspects of our corporate governance.

The Board has adopted Corporate Governance Guidelines that can be found on the Company’s website at www.hanover.com under “About Us-Corporate Governance.” For a printed copy of the guidelines, shareholders should contact the Company’s Corporate Secretary, The Hanover Insurance Group, Inc., 440 Lincoln Street, Worcester, MA 01653. Information on our website is not part of or incorporated into this Proxy Statement.

There are four nominees for election to the Board this year. Each ofMses. Carlin and Lane, and Messrs. Henry and Knox are each being nominated to serve for a three-year term expiring in 2023. Citing personal reasons, on February 21, 2020, Mr. Price notified the Board membersof his intention to resign from the Board, effective at the Annual Meeting.

Each Board member and nomineesnominee has served as a director since the last Annual Meeting, with the exception of Ms. Lane,Mr. Hughes, who was elected to the Board in September 2018. During 2018, the NCGC conducted a search process on behalf of the Board and retained a third-party recruiting firm to assist the NCGC in (i) identifying director candidates that meet the Company’s Director Qualifications set forth below, (ii) coordinating interviews with those qualified candidates selected by the NCGC for further consideration, and (iii) complementing the due diligence work of the Committee in conducting reference checks. During the search process and prior to her election to the Board, Ms. LaneFebruary 2020. Mr. Hughes was identified as a potential director candidate and presented to the Nominating and Corporate Governance Committee (the “NCGC”) by Mr. Roche, who knew of Mr. Hughes’s extensive experience as a leader of an international, independent insurance broker in the property and casualty industry. Once he was identified, the NCGC reviewed Mr. Hughes’s qualifications following the process described below under “Consideration of Director Nominees” on page 13 and recommended his election to the Board by the third-party recruiting firm.

Mr. Condron is being nominated to serve for a two-year term expiring in 2021, and Messrs. Price, Ramrath and Roche are each being nominated to serve for a three-year term expiring in 2022.Board.

Information regarding the business experience and qualifications of each nominee and continuing director is provided below. For a description of the skill set that the Board seeks in a director and how the individual director qualifications set forth below tie to the Board’s expectations, see “Director Qualifications” on page 13.

Director Nominees

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Directors Continuing in Office

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Directors Continuing in Office

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Director Independence

Under the New York Stock Exchange (“NYSE”) rules, a member of the Board only qualifies as “independent” if the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Company’s Corporate Governance Guidelines include standards to assist the Board in determining whether a director has a material relationship with the Company. The standards conform to the standards established by the NYSE. The portion of our Corporate Governance Guidelines addressing director independence is attached to this Proxy Statement as Appendix A.

Until his retirement on January 1, 2020, Mr. Hughes served as executive chairman of HUB, at which time he continued to serve as chairman, but he was no longer an executive or employee of HUB. We conduct regular business activities with HUB. Most significantly, HUB is one of the Company’s appointed agents, placing both commercial lines and personal lines business with us. The Board and the NCGC examined these relationships, as well as those of Mr. Hughes’s immediate family member who is a HUB executive, in light of the independence standards adopted by the NYSE and our Corporate Governance Guidelines and concluded that Mr. Hughes is independent under these standards. This conclusion was supported by the fact that the commission amounts paid to HUB did not exceed the relevant objective thresholds set forth in the applicable independence standards, Mr. Hughes is no longer an executive or employee of HUB, and because neither Mr. Hughes nor his family member are directly or indirectly involved in any transactions with the Company or any of its subsidiaries, nor will either of their compensation be directly or indirectly impacted by such transactions.

After review by and following the recommendation of, the NCGC, the Board determined that every director and nominee for director is independent under the applicable standards, with the exception of Mr. Roche, who is the President and Chief Executive Officer of the Company.

There are no family relationships among any of the directors, director nominees or executive officers of the Company.

Related-Person Transactions

The Board has established a written procedure for the review, approval and/or ratification of “transactions with related persons” (as such term is defined by the SEC, provided that the dollar threshold for review and approval in our policy is $100,000, which is more stringent than the $120,000 threshold established by the SEC). Pursuant to such policy, any related-person transaction will

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must be reviewed, approved and/or ratified bypresented to the Audit Committee except that, infor review, and the Audit Committee may approve, ratify or reject the transaction. In the event management determines that it is

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT     9

impractical to convene an Audit Committee meeting to consummate a particular transaction, the Chair of the Audit Committee (or the Independent Presiding Director, in the event the Chair or any of his or her immediate family members is the “related person”) has the authority to approve the transaction. The Chair of the Committee, or Independent Presiding Director, as applicable, shall report to the Audit Committee at its next meeting any approval under this policy pursuant to this delegated authority. No member of the Audit Committee may participate in any approval or ratification of a transaction with respect to which such member or any of his or her immediate family members is the related person. In preparing the Company’s SEC filings and in determining whether a transaction is subject to this policy, the Company’s General Counsel is entitled to make the determination of whether a particular relationship constitutes a material interest by a related person. In evaluating a transaction with a related person, the Audit Committee shall consider all relevant facts and circumstances available to it and shall approve or ratify only those transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders, as it determines in good faith.

The Company employs the daughter of Ann K. Tripp, Executive Vice President, Chief Investment Officer and Treasurer and President, Opus Investment Management, Inc., who received compensation (salary and bonus) of approximately $130,000 in 2019. Ms. Tripp’s daughter does not report either directly or indirectly to Ms. Tripp, and Ms. Tripp was not involved in the recruiting or hiring of this family member, or in any decisions affecting her individual compensation. Her compensation was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.

Although the approval of employment of a related person who works for the Company in the ordinary course of business and whose employment is consistent with the Company's policies and practices with respect to the employment of non-related persons in similar positions is not required under our policy, the Audit Committee reviewed and approved this employment relationship in 2019. The Company and the Board are unaware of any transactions that required approval under thisthe related-person transaction policy in 2018.2019.

The Related Person Transaction Policy can be found on the Company’s website at www.hanover.com under “About Us-Corporate Governance—Company Policies.” For a printed copy of the policy, shareholders should contact the Company’s Corporate Secretary.

Board Leadership Structure

We separate the roles of CEO and Chair of the Board in recognition of the differences between the two positions.

Leadership Structure CEO Responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company Chair of the Board Provides guidance to the CEO, sets the agenda for Board meetings and presides over shareholder meetings and meetings of the full Board

Leadership Structure CEO Responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company Chair of the Board Provides guidance to the CEO, sets the agenda for Board meetings and presides over shareholder meetings and meetings of the full Board

Additionally, we believe that separating the roles and having an independent Chair of the Board or a designated lead director is consistent with corporate governance best practices and better supports effective management oversight and risk management. We have separated these roles since 2002. While we believe that these goals can be achieved without necessarily separating the CEO and Chair designations, we also take into consideration Mr. Condron’s demonstrated skill in leading our Board and counseling management.

In accordance with the Company’s Corporate Governance Guidelines, each year the Board elects from among its independent members either a non-executiveMr. Condron’s duties as Chair of the Board or a lead director to serve as the “Independent Presiding Director.” The duties of the Independent Presiding Director are determined by the Board and include presiding over Board and shareholder meetings and over executive sessions of non-management directors (including the Committee of Independent Directors). Mr. Condron, theThe Chair of the Board is the Independent Presiding Director. The Independent Presiding Director may also be appointed to any committee of the Board. Mr. Condron is a member of the NCGC.

On February 24, 2020, the Board elected Ms. Egan Vice Chair. In anticipation of Mr. Condron’s mandatory retirement from the Board in May 2021 in accordance with the Company’s director retirement policy, Ms. Egan was elected Vice Chair to assist in the Board’s orderly transition to a new independent Chair, with the expectation that she will be elected as Chair following Mr. Condron’s retirement. As Vice Chair, Ms. Egan helps facilitate the functioning of the Board by assuming the duties and responsibilities that may be assigned to her from time to time by the Chair or the full Board of Directors and, in the event Mr. Condron is not present at a meeting, assuming the duties of the Chair.

It is the Board’s practice that in advance of regularly scheduled Board and committee meetings, the Chair of the Board, each Board committee chair and the CEO convene to discuss and set the agendas for the respective meetings, based principally on a

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review of an annual topical calendar, prior discussions among directors and current topics of interest or concern. It is Mr. Condron's practice to speak with each director following regularly scheduled Board meetings and to have other regular discussions with directors as he deems appropriate, to solicit ongoing feedback and reinforce inclusiveness and engagement. He also typically meets individually with the CEO, chief financial officer, and general counsel of the Company following each Board meeting and as he otherwise deems appropriate.

The Board generally convenes in executive session (i.e., with no members of management present) in connection with regularly scheduled Board meetings and at other times as deemed appropriate. In addition, the Board regularly meets with the Chief Executive Officer with no other members of management present. Directors have regular access to other members of senior management.

Board Meetings and Attendance

During 2018,2019, there were sevensix meetings of the full Board of Directors. In addition to formal Board and committee meetings held throughout the year, directors routinely engage in communications and interactions and convene informal telephonic or in-person meetings for discussion or planning purposes. The Board routinely convenes meetings at its headquarters in Worcester, Massachusetts, and periodically convenes meetings at other locations.

All of the directors attended at least 75% of the Board and committee meetings held in 20182019 while they were members, with the exception of Richard Booth, who retired from the Board, effective following the Company's 2018 annual shareholders meeting in order to devote more time to other professional endeavors. Mr. Booth attended all of the Board and committee meetings held in 2018 while he was a member, with the exception of the Board and committee meetings held the day before his retirement from the

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT     10

Board.members. In addition, all continuing directors and director nominees are expected to attend the Annual Meeting. All the directors serving at the time were present at last year’s annual meeting, with the exception of Michael Angelini, who had reached the Company’s mandatory retirement age for directors, Mr. Booth, and Mr. Henry, who was absent due to unexpected circumstances.meeting.

Board Committees

The standing committees of the Board consist of the Committee of Independent Directors (the “CID”), the Audit Committee, the Compensation and Human Capital Committee, and the NCGC. Each committee is composed solely of directors determined by the Board to be independent. The current responsibilities of each of the committees are set forth in their charters, which are reviewed annually. Committee charters are available on the Company’s website, www.hanover.com, under “About Us-Corporate Governance-Committee Charters.” For a printed copy of any committee charter, shareholders should contact the Company’s Corporate Secretary.

The current members of the committees of the Board are:

Committee of Independent Directors

The CID, consisting of all the independent members of the Board, discharges such responsibilities as are referred to it from time to time by the Board or one of its committees. In particular, the CID is responsible for reviewing and approving the recommendations of the Compensation and Human Capital Committee and the NCGC, as applicable, with respect to establishing performance criteria (goals and objectives) for our CEO, evaluating the CEO’s performance and approving CEO compensation and targets.compensation. In addition to meeting the independence requirements under the NYSE regulations, each committee member participating in approving the CEO’s compensation must also meet the independence requirements under Section 16 (“Section 16”) of the Securities Exchange Act of 1934 (the “Exchange Act”). The independent members of the Board typically meet in executive session at every scheduled Board meeting and from time-to-time meet informally or by telephonic committee meetings. Topics of discussion at executive sessions include, among other things: the Company’s strategy, annual business plan and progress; key risks and challenges

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     11

facing the Company; leadership development and succession; and other matters addressed during regular Board sessions with management.

Audit Committee

The Board has made a determination that the members of the Audit Committee satisfy the requirements of the NYSE as to independence, financial literacy and experience and satisfy the independence requirements of the Sarbanes-Oxley Act of 2002. Accordingly, the Audit Committee is independent from management. The Board has determined that Mr. Price is an Audit Committee financial expert and Mses. Carlin, and Lane and Mr. BradicichTaggart are financially literate, in each case as defined by SEC regulations. The Audit Committee is, among other things, responsible for the selection and engagement, compensation, retention, evaluation, oversight and, when deemed appropriate, termination of the Company’s independent, registered public accounting firm. The Audit Committee annually evaluates the performance of the Company’s independent, registered public accounting firm, and determines whether to reengage it or consider other audit firms. Some of the factors considered by the Audit Committee in deciding whether to retain PwC, the Company’s independent, registered public accounting firm, include:

Additionally, the Company’s charitable foundation provides matching contributions to gifts made by directors to qualified charities, up to $5,000 per director per calendar year.

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT     14

At the election of each director, (i) cash retainers may be converted to Common Stock, and (ii) cash and stock compensation may be deferred pursuant to our non-employee director deferral plan. Deferred cash amounts are accrued in a bookkeeping account that is credited with notional interest based on the so-called General Agreement on Tariffs and Trade (“GATT”) rate (2.80%(3.36% for 20182019 and 3.36%2.28% for 2019,2020, as determined using the November 20172018 and 20182019 published rates, respectively).

Mr. Roche, as an employee of the Company, receives no additional compensation for his service as a member of the Board.

Director Compensation Table

The following table sets forth the total compensation of our non-employee directors for the 2018/20192019/2020 Annual Compensation Cycle. Unless otherwise indicated, all amounts were paid in 2018.2019.

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None of our non-employee directors held any stock options or other unvested stock-based awards as of December 31, 2018.2019. For information on the share holdingsshareholdings for our directors, please see “Stock Ownership by the Company’s Directors and Executive Officers” on page 3.

Board’s Role in Risk Oversight

The Board is responsible for overseeing the Company’s risk management program. The Company, being primarily in the business of risk, has established an enterprise-wide risk management group to monitor, assess, manage and mitigate material risks to the Company. The Board, directly or through its standing committees, regularly receives reports and presentations from key members of the enterprise-wide risk management group and management, including the Company’s CEO, Chief Financial Officer, Chief Risk Officer, Chief Information Security Officer and General Counsel on matters which, in its or management’s view, merit attention from a risk management perspective, such as catastrophe risks, counterparty risks, reserves, insured exposure aggregation levels, ex-catastrophe underwriting risk, reinsurance levels and creditworthiness of our reinsurers, the investment portfolio, litigation and regulatory matters, technology and information security, capital considerations, acquisitions, growth plans, matters relating to human capital management, leadership and succession, other operational risks, and material environmental, social and governanceESG risks. Management presentations, business updates and financial and strategic planning discussions with the Board and its committees regularly incorporate a discussion of risks and plans for mitigating or managing such risks, including emerging risks that could impact the Company’s long-term strategy.

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In order to assist the Board in its responsibility to assess the adequacy of the Company’s risk management program, the Audit Committee regularly reviews with management certain financial and business risk exposures and the steps management has taken to monitor and control such risk exposures, including the Company’s enterprise risk assessment and risk management policies and procedures. Throughout the year, the Audit Committee receives periodic reports from the Company’s Chief Risk Officer. The Audit Committee reports to the Board its assessment of the Company’s enterprise risk management policies and procedures.

Additionally, with respect to examining risks associated with the Company’s compensation programs, each year a committee comprised of a cross-section of officers of the Company, including the Chief Risk Officer, conducts a review and risk assessment of the Company’s material incentive compensation plans. The results of this assessment are presented to the Compensation and Human Capital Committee in connection with the committee’s approval of the Company’s executive compensation plans for the upcoming year and are also reviewed by the committee’s independent compensation consultant. The results of the Compensation and Human Capital Committee’s risk assessment are also provided to the other members of the Board. For additional information, see “Risk Management and Compensation” in the Compensation Discussion and Analysis section beginning on page 36.

The NCGC is charged with, among other things, assessing with the Board the risks associated with succession planning and material environmental, social and governance (“ESG”) risks.

Director Retirement Policy

It is the policy of the Board that a director submitssubmit his or her resignation and retiresretire at the Annual Meeting of Shareholders following his or her attainment of age 75.

Code of Conduct

The Company has adopted a Code of Conduct that is applicable to all directors, officers and employees of the Company, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller. In addition, we expect our agents, contractors and others with whom we do business to act in accordance with our Code of Conduct. The Code of Conduct is available on the Company’s website at www.hanover.com under “About Us–Corporate Governance—Company Policies.Policies—Code of Conduct.” For a printed copy of the Code of Conduct, shareholders should contact the Company’s Corporate Secretary. The Company will disclose any amendments to the Code of Conduct (other than technical, administrative or non-substantive amendments), or waivers of provisions of the Code of Conduct for its Chief Executive Officer, Chief Financial Officer or Corporate Controller, on its website within four business days following the date of such amendment or waiver.

Shareholder Engagement

In addition to regular discussions with investors and analysts, the Company engages in investor outreach throughout the year as an avenue to pursue a direct dialogue with interested shareholders in order to learn more about their perspectives, priorities and concerns. Engagement discussions with investors have traditionally included our directors, senior management and representatives from our investor relations department. Formal and legal departments. Direct conversationsinformal communications with investors enable management and the Board to understand and consider the issues that matter most to our shareholders so that the Company can effectively address them.

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ESG, Sustainability and Corporate Responsibility

Our long-term strategy is focused on meeting our commitments to our policyholders and agents, with a view toward delivering outstanding financial results for our shareholders, and weshareholders. We recognize that working to make a difference in the world and in the communities where we do business furthers that strategy. We place an importance on operating as a socially responsible organization that is committed to treating our policyholders, employees, agents and vendors fairly, protecting our environment, giving back and enriching our communities, and governing our actions with integrity. We fundamentally believe that these values and good corporate citizenship are essential to our success and that by monitoring ESG issues, we can move to capitalize on ESG opportunities and respond to material ESG risks. The Company sponsors, and our employees are engaged in, many volunteer activities. The Hanover Insurance Group Foundation is an active contributor to non-profit organizations in the communities where we work, with special emphasis on public education systems and youth. Our key corporate values are described as “CARE,” Collaboration, Accountability, Respect and Empowerment.

In 2018,2019, we demonstratedcontinued our commitment to sustainability through our employee engagement, CARE values, Foundation and charitable activities, employee training and development and other initiatives. We seek to foster a physical, mental and financially healthy workplace through an array of benefit offerings, including health and dental insurance programs, employee counseling programs, 401(k) and stock purchase plans, business affinity groups and financial counseling. We also formalized the Board’s role in overseeing ESG-related issues by codifying ESG oversight in the NCGC charter and corporate culture oversight (including inclusion and diversity) in the Compensation Committee charter,continued to advance on our I&D initiatives, as described above.below.  

We invite you to learn more about our commitment to be an involved corporate citizen and a responsible steward of the resources entrusted to us by visiting the Company’s Corporate Responsibility website, www.hanover.com – under “About Us – Corporate Responsibility.”

Inclusion and Diversity

We are committed to the development of all of our employees and to fostering an inclusive and diverse workplace. For our Company, embracing inclusion and diversity means that we appreciate our differences, reinforce inclusive behaviors at all levels and live our CARE values. We believe that when our employees feel accepted and engaged, and contributions from people with different backgrounds and experiences are valued, our business will thrive.

In the third quarter of 2017, we recruited a Director of Inclusion and Diversity, whose responsibility is to lead enterprise-wide I&D efforts. Beginning in 2018, we formally launched company-wide initiatives to begin converting our I&D aspirations into reality.  Some of the highlights of these efforts over the past two years include:

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     1617

ITEM I

ELECTION OF DIRECTORS

The Board currently has eleventwelve members and consists of three classes whose terms end in successive years. There are four nominees for election at the Annual Meeting. Mr. Condron is being nominated to serve for a two-year term expiring in 2021,Mses. Carlin and Lane, and Messrs. Price, RamrathHenry and RocheKnox are each being nominated to serve for a three-year term expiring in 2022.2023. Citing personal reasons, on February 21, 2020, Mr. Price notified the Board of his intention to resign from the Board, effective at the Annual Meeting.

Directors serve until the expiration of their stated term and until their successor has been duly elected and qualified or until their earlier death, resignation, removal or disqualification.

All of the nominees have indicated their willingness to serve and, unless otherwise directed, it is intended that proxies received in response to this solicitation will be voted in favor of the election of each of the nominees.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required to elect director nominees. For purposes of electing directors, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Broker non-votes and abstentions, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

If a nominee who is currently serving as a director is not re-elected at the Annual Meeting, then under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any director who is nominated but fails to be re-elected is required to promptly tender his or her resignation to the Board, effective at the end of his or her current term. The NCGC will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In making their determinations, the NCGC and the Board may consider any factors deemed relevant. The Board will act on the NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not vote on the NCGC’s recommendation or the Board’s decision.

In the event that any of the nominees should be unavailable to serve as a director, it is intended that the proxies will be voted for the election of such substitute nominees, if any, as shall be designated by the Board. The Board and Management have no reason to believe that any of the nominees will be unavailable to serve.

Information as to each nominee and as to directors continuing in office can be found under the section of this Proxy Statement entitled “Corporate Governance.”

The Board recommends a vote FOR each of the director nominees.

The Board recommends a vote FOR each of the director nominees.

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ITEM II

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

Each year since our annual meeting in 2011, we have provided our shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers. At each meeting, our shareholders overwhelmingly approved the proposal, with more than 95% of the votes cast voting in favor of each proposal. As required by Section 14A of the Exchange Act, we are again seeking advisory shareholder approval of the compensation of our named executive officers, as disclosed in the section of this Proxy Statement entitled “Executive Compensation.” Shareholders are being asked to vote on the following advisory vote:

A substantial percentage of our named executive officers’ compensation is directly tied to stock performance and the attainment of financial and other performance measures that the Board believes promote long-term shareholder value and position us for long-term success. As described more fully in the Compensation Discussion and Analysis, the mix of fixed and performance-based compensation, the terms of our short- and long-term incentive compensation programs, and the weighting of variable compensation more heavily toward equity awards, are all designed to enable us to attract and retain top talent and align the interests of our executive officers with those of our shareholders, while balancing risk and reward. The Compensation and Human Capital Committee and the Board believe that the design of the programs, and the compensation awarded to the named executive officers under the current programs, fulfills these objectives.

Shareholders are urged to read the Compensation Discussion and Analysis section beginning on page 21,22, which discusses in detail how our compensation programs support our compensation philosophy.

Although the vote is non-binding, the Board and the Compensation and Human Capital Committee will consider the voting results in connection with their ongoing evaluation of the Company’s compensation programs. We currently intend to hold advisory votes on executive compensation annually. Accordingly, we anticipate that the next such vote will be held at the Company’s 20202021 Annual Meeting of Shareholders.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required for approval of this proposal. Abstentions and broker non-votes, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

The Board recommends a vote FOR the approval of this proposal.

The Board recommends a vote FOR the approval of this proposal.

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ITEM III

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent, external audit firm retained to audit the Company’s financial statements. The firm of PricewaterhouseCoopers LLP (“PwC”) has been appointed by the Audit Committee of the Board to serve as the Company’s independent, registered public accounting firm for 2019.2020. PwC has been retained as the Company’s independent, external auditor since 1995 and, for a predecessor company, beginning in 1991. Representatives of PwC will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether the Company should change its independent, external audit firm. Additionally, in conjunction with the mandated rotation of PwC’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of PwC’s new lead engagement partner.

The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its investors. For a discussion of the factors that the Audit Committee considered in retaining PwC for 2019,2020, see the “Audit Committee” section beginning on page 11.12. The Board is submitting the appointment of PwC as the Company’s independent, registered public accounting firm for 20192020 to the shareholders for their ratification. The Audit Committee bears the ultimate responsibility for selecting the firm and will make the selection it deems best for the Company and its shareholders. Should the shareholders fail to ratify the appointment of PwC, the Audit Committee will reconsider the appointment and may retain PwC or another accounting firm without resubmitting the matter to shareholders. Similarly, ratification of the selection of PwC as the independent, registered public accounting firm does not limit the Audit Committee’s ability to change this selection in the future.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required for approval of this proposal. Abstentions, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

The Board recommends a vote FOR the approval of this proposal.

The Board recommends a vote FOR the approval of this proposal.

Fees Incurred from PricewaterhouseCoopers LLP

The table below shows the fees paid or accrued for the audit and other services provided by PwC for 20182019 and 2017. Non-recurring fees related to the Chaucer Sale account for the increase in fees in 2018 as compared to the prior year.2018.

Fees and Pre-Approval Policy

The Audit Committee is responsible for overseeing and approving the audit fee negotiations associated with the Company’s retention of PwC. In addition, the Audit Committee is required to pre-approve all services performed by the independent auditor. At the beginning of each annual audit cycle, the Audit Committee pre-approves certain categories of audit, audit-related and other services, but such projects within these categories with fees greater thanexpected to be $250,000 or equal to $250,000greater must be specifically approved.

The Chair of the Audit Committee (or, in his absence, any other member of the Audit Committee) has the authority to pre-approve other audit-related and non-audit services to be performed by the independent auditors and associated fees, provided that such services are not otherwise prohibited and any decisions to pre-approve such services and fees are reported to the full Audit Committee at its next regular meeting. During 2018,2019, the Audit Committee reviewed and pre-approved all services performed by the independent auditor, including non-audit services, and services in connection with the Chaucer Sale, in accordance with the policy set forth above. The Audit Committee reviews and considers aggregate fees and other factors for all audit-related and non-audit services compared to the overall audit fee in assessing the independence of PwC.

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     1920

Audit Committee Report

Review of Audited Financial Statements with Management

The Audit Committee reviewed and discussed with management the audited financial statements of the Company.

Review of Financial Statements and Other Matters with Independent Auditors

An integral part of the audit process is to ensure that the Audit Committee receives information regarding the scope and results of the audit. Various communication requirements pertaining to the conduct of an audit exist to enhance the information flow and to assist the Audit Committee in discharging its oversight responsibility. In this regard, the Audit Committee discussed with the Company’s independent, registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by Auditing Standards No. 16, Communication with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee also received written disclosures and a letter from PricewaterhouseCoopers LLP regarding its communications with the Audit Committee concerning independence from the Company, pursuant to applicable requirements of the PCAOB, and has discussed with PricewaterhouseCoopers LLP its independence from the Company. The Audit Committee considered and determined that the provision of the non-audit professional services approved by the Audit Committee in 20182019 is compatible with PricewaterhouseCoopers LLP’s maintaining its independence from the Company.

Responsibility and Oversight

Management is responsible for the Company’s financial statements, the overall reporting process and the system of internal control over financial reporting. PricewaterhouseCoopers LLP, as our independent, registered public accounting firm, is responsible for conducting annual audits and quarterly reviews of the Company’s financial statements and expressing an opinion as to the conformity, in all material respects, of the annual financial statements with generally accepted accounting principles in the United States and expressing an opinion on the effectiveness of our internal control over financial reporting as of the end of the fiscal year. In performing their oversight responsibility, the members of the Audit Committee rely, without independent verification of the information provided to them, on the representations made by management and PricewaterhouseCoopers LLP.

Recommendation that Financial Statements be Included in the Annual Report

Based on the reviews and discussions referred to above and relying thereon, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 for filing with the SEC.

Other Matters

The Audit Committee satisfied its responsibilities under its Charter for the year 2018.2019. For additional information on the duties and responsibilities of the Audit Committee, see the sections of this Proxy Statement entitled “Related-Person Transactions” (page 9), “Board Committees – Audit Committee” (page 11)12), “Board’s Role in Risk Oversight” (page 15)16), and the Audit Committee charter, available on our website, www.hanover.com, under “About Us-Corporate Governance-Committee Charters-Audit Committee” or from our Corporate Secretary.

In accordance with the rules of the SEC, this report is not to be deemed “soliciting material,” or deemed to be “filed” with the SEC or subject to the SEC’s Regulation 14A, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference in documents otherwise filed.

February 19, 201920, 2020

AUDIT COMMITTEE

Michael D. Price, Chair

Kevin J. Bradicich

Jane D. Carlin

Kathleen S. Lane

Harriett “Tee” Taggart

The Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that THG specifically incorporates this information by reference, and it shall not otherwise be deemed filed under such Acts.

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     2021

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

The Compensation and Human Capital Committee (the “Committee”), in consultation with the Board’s Committee of Independent Directors (the “CID”), is responsible for establishing and monitoring our executive compensation programs. More specifically, the Committee is responsible for approving the compensation for our executive officers, including those identified in the Summary Compensation Table on page 3940 (our “named executive officers,” or “NEOs”), subject, in the case of our CEO, to ratificationapproval by the CID. Although this discussion and analysis refers principally to compensation of our NEOs, the same general compensation principles and practices apply to all our executive officers.

Special Note Regarding Chaucer Sale and John Fowle

On December 28, 2018, we completed the sale of Chaucer Holdings Limited (substantially all of our Chaucer business unit) (the “Chaucer Sale”) to China Reinsurance (Group) Corporation (“China Re”).  The marketing, negotiation and ultimate sale of Chaucer were accomplished pursuant to a strategic review process that was conducted throughout all of 2018.  In light of this process and its potential disruptive impact to our Chaucer employees, including John Fowle, Chaucer’s President and CEO, our primary focus with respect to Chaucer’s 2018 executive compensation programs was to foster their assistance with a transaction and encourage their retention through the closing of a potential transaction to ensure stability within the organization and to provide any potential buyer the opportunity to implement its own post-closing retention programs.  Because the annual compensation programs for our senior Chaucer employees, including Mr. Fowle, were established with an expectation of the sale of Chaucer during 2018, the rationale and elements of compensation for each of these individuals were unique and not representative of the annual pay decisions for our other NEOs and senior officers.  Accordingly, Mr. Fowle’s compensation will be discussed separately in the section entitled “Compensation for Chaucer CEO.” All other disclosure with respect to NEO compensation contained in this CD&A, including disclosures with respect to our NEOs as a group, expressly excludes Mr. Fowle.  We believe this approach provides a more representative view of our annual pay programs with respect to our executive team.

Executive Summary and Overview

Fiscal 20182019 Highlights

Our 20182019 performance was strong, with significant contributions from virtually every component of our business. Highlights include:

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20182019 Pay Decisions

During 2018,2019, we maintained our commitment to “pay for performance,” and continued to emphasize variable compensation over fixed pay. To that end, during 2018:2019:

Variable Variable Compensation Opportunity-AsOpportunity - As described in "2018"2019 NEO Pay Mix" below: NEO Variable Compensation=nearly 72%Compensation = over 74% of total target compensation package Approx. 65% of variable compensation is long-term equity tied to stock performance Approx.35%Approx. 35% of variable compensation is cash tied to performance Short – termShort-Term Incentive Plan -– As described in "Short-Term“Short-Term Incentive Compensation"Compensation” below, strong underlying performance and achievement of strategic objectives resulted in thea funding level at 100%110% of target PBRSU Payout – threeThree-year total shareholder return of 43.6%69.75% (assuming reinvestment of dividends) resulted in performance inat the 58^th88th percentile as compared to a pre-identified set of peers, and accordingly, our performance basedperformance-based restricted stock units (“PBRSUs”) for the 2016 -20182017-2019 period beingwere earned at approximately 115%150% of target threshold(0%) Threshold (25%) target(100%Target (100%) maximum(150%Maximum (150%) 0% payout(115%)Payout (150%)

Our compensation decisions reflect, in part, the overwhelmingstrong support our shareholders have expressed by approving our “say on pay” proposals. In each year since we began holding an annual “say on pay” vote, more than 95% of the shares cast on these proposals have been voted in favor of our executive pay programs and practices.

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20182019 NEO Pay Mix

The following charts represent the 20182019 pay mix for John C. Roche, our President and CEO, and our other NEOs as a group, expressed as a percentage of total target compensation opportunity for the year.

CEO target compensation average all otherTarget Compensation Average All Other NEO target compensation 22%Target Compensation Annual Base Salary Short-Term Incentive Compensation Long-Term Incentive Compensation 20% 54% 26% 44% 30% 54% 45% 24% 25% variable compensation 78% variable compensation26% Variable Compensation 80% Variable Compensation 70% annual base salary short-term

term incentive compensation long-term incentive compensation

Relationship Between Pay and Performance

One of the primary objectives in the design and implementation of our executive compensation programs is to ensure that a meaningful relationship exists between the compensation earned by our executives and the overall success of our organization. This objective, however, is also weighed against other important considerations, such as the importance of rewarding individual achievement, recognizing the longer-term value of achieving strategic and operating objectives, attracting and retaining key executives, and maintaining stability in our organization.organization, demonstrating leadership capabilities and promoting what we call our “CARE” values (Collaboration, Accountability, Respect, Empowerment), which includes supporting our inclusion and diversity objectives. To that end, when making compensation decisions, the Committee also considers events or circumstances that we have limited ability to manage, such as unusual weather-related losses and catastrophes.catastrophes, and other significant contributions and/or achievements of our executives. To achieve these objectives, we design our executive compensation programs to include what we believe is an appropriate mix of fixed versus variable compensation elements.

Over the past three years, variable compensation opportunities (long-and short-term incentive target awards) have comprised nearly three-quarters of our NEOs’ total target annual compensation opportunity, nearly two-thirds of which has been in the form of long-term equity awards tied to stock price performance. We believe tying such a large portion of our NEOs’ total target compensation opportunity to variable compensation, while providing competitive levels of base salary, strikes an appropriate balance between compensation that is fixed and that which may fluctuate based on company and individual performance, and has resulted in a meaningful relationship between both our short- and long-term performance over the period and pay actually earned and realized by our NEOs.

To demonstrate the relationship between pay and performance, compensation consultants and proxy advisory firms have promoted the use of various “realized,” “realizable” or “earned” pay formula analyses. We believe such analyses are useful and may serve as valuable tools to measure the effectiveness of our compensation program design, but we recognize that no standard definition of “realized,” “realizable” or “earned” pay has emerged, and each variation utilized by consultants and proxy advisory firms has significant limitations. Accordingly, rather than devise and illustrate alternative formulaic measures, we believe an examination of variable compensation earnings over the past three years sufficiently demonstrates the connection between our overall performance and the amounts earned by our NEOs.

By most measures, we have demonstrated very strong performance over the past three years. During this period, our stock price appreciated 44%50%, our ordinary annual dividends paid per share increased 18%20% ($1.882.04 per share in 20162017 to $2.22$2.45 per share in 2018)2019), and we returned approximately $462 million$1.2 billion to shareholders in the form of stock buy-backs and dividend payments. Moreover, we strengthened our balance sheet and continued to diversify our business across product lines and geographies. In 2018,geographies and grew net written premium for our domestic property and casualty business recorded the highest premiums, net income and operating income in its history.operations by over 18%. In addition to our financial performance, during the period we executed on several key strategic priorities, includingincluding: the divestituresale of our Lloyd’s of London business, the Chaucer business unit, expense initiatives, an enhanced focus on innovation, humangroup, and related capital development and inclusion and diversity, and thedeployment actions;

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     2324

successful transitions to two new CEOsincreased investments in technology with an emphasis on modernizing our platforms and a new CFO.advancing innovation and digitization initiatives; and continued progress on inclusion and diversity, cultural and human capital development. We believe that our executive compensation programs over this period appropriately rewarded our executives for the value generated for our shareholders.

Short-Term Incentive Compensation Awards

Long-Term Incentive Compensation: PBRSUs with Performance Periods Ending in 2016, 2017, 2018 and 2018*2019*

Long-Term Compensation: Options Granted in 2016, 2017, 2018 and 2018*2019*

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     2425

Other Significant Compensation Practices

In summary, our performance and, with respect to long-term incentive awards, our stock price, have a significant impact on our NEO compensation. The Committee continues to grant target compensation at levels that it believes are appropriate under current circumstances, but actual compensation is, and is expected to continue to be, highly dependent on our financial performance and stock price appreciation.

Executive Compensation Policy and Objectives

The overall objectives of our executive compensation programs are to:

*Percentage change measured against base salary rate in effect as of the end of 2017.2018.

With respect to Mr.Messrs. Roche, Farber, Lavey and Mr. Huber,Salvatore, their annual base salary adjustments were each deemed warranted by the Committee in light of the NEO’s expertise, experience and breadth of responsibilities, and market compensation levels.after a review of Comparative Proxy Data and Comparative Market Data.

Short-Term Incentive Compensation

Our short-term incentive compensation program is an annual performance-based bonus program intended to providethat provides cash compensation opportunities for our NEOs. Opportunities are targeted at a percentage of annual base salary, depending on each NEO’sparticipant’s role, competitive pay levels (based upon the Comparative Proxy Data and Comparative Market Data) and overall pay package. Actual payouts under the program’s terms could range from 0%-200% to approximately 195% of the target award based upon Company and individual performance, as discussed below.

THE HANOVER INSURANCE GROUP 20192020 PROXY STATEMENT     2728

Specifically, this program is designed to motivate and reward:

20182019 Short-Term Incentive Compensation Target Awards

In 2018,2019, the target award was increased for (i) Mr. HuberRoche from 75%110% to 85%130% of base salary, and (ii) Mr.Messrs. Lavey and Salvatore from 70%75% to 75%80% of base salary. These increases were made in recognition of each NEO’s increased expertise, experience and the breadth of their respective responsibilities, and market compensation levels.after a review of Comparative Proxy Data and Comparative Market Data.

The Committee retains discretion to determine the individual bonus amount to be paid to each NEO. In determining the individual awards for our NEOs, for 2018,2019, the Committee primarily considered:

Each of these is described below.

The funding level achieved under the Leadership STIP. The Leadership STIP is a performance-based bonus program that provides incentive cash compensation opportunities to officers and higher-level employees,approximately one-half of our workforce, including our NEOs.NEOs and each of our executive officers. For 2018,2019, potential funding under the Leadership STIP ranged from 0% to a maximum of 200%approximately 195% of target based on the following three performance components:metrics: (i) as-reported operating income;income (25% weighting); (ii) ex-cat operating income;income (50% weighting); and (iii) the strategic objectives discussed below.below (25% weighting). The Committee chose this combination of performance metrics because thesethey are the primary measures by which the Board evaluates our financial and operating performance. When originally adopted in February 2018, the two financial metrics were to include the results of our Chaucer business unit.  In light of the impending sale of Chaucer and the reclassification during the third quarter, as required by GAAP, of Chaucer’s results as discontinued operations, the Committee modified the metrics to exclude Chaucer’s results (as indicated in, and discussed following, the table below). Achievement of these performance metrics is expected to enhance our stock value and shareholder returns in both the short- and long-term. However,While the mix of metrics and basic overall design of the program remained unchanged for 2019, the Committee expresslymade the following adjustments to the program:

These changes were implemented to:

Actual funding is not intended to be formulaically obtained by strict application of these items, and the Committee retains the discretion to increase or decrease the funding pool and individual awards based upon any factorfactors it deems appropriate.appropriate and in the best interests of the Company. Set forth below are the operating income and ex-cat operating Incomeincome levels required to obtain threshold, target and maximum funding levels for the plan: