Form 4: Hanover Insurance EVP Receives RSU Grant

Hanover Insurance Group's Executive Vice President, Dennis Francis Kerrigan, was granted 17.312 restricted stock units as dividend equivalent rights under the company's 2022 Long-Term Incentive Plan.

Summary

• Dennis Francis Kerrigan, Executive Vice President of The Hanover Insurance Group, Inc. (THG), was granted 17.312 shares of Common Stock.
• The transaction date for this grant is reported as December 26, 2025.
• The grant was for restricted stock units (RSUs) under the Issuer's 2022 Long-Term Incentive Plan (2022 LTIP).
• These RSUs represent dividend equivalent rights associated with RSUs previously granted under the same 2022 LTIP.
• The RSUs were acquired at a price of $0, which is typical for compensation grants.
• Following this reported transaction, Dennis Francis Kerrigan beneficially owns 9,757.585 shares of Common Stock directly.
• The RSUs are set to vest on the third anniversary of the date of the original underlying RSU grants.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event (RSU grant for dividend equivalents). While positive for executive alignment, the small amount makes it largely neutral in terms of overall company sentiment.

Positives

• The grant of restricted stock units aligns the executive's long-term interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent compensation strategy.

Negatives

• The grant of new shares, even in a small amount, can lead to minor dilution for existing shareholders, though the impact from 17.312 shares is negligible.

Risks

• The value of the granted restricted stock units is subject to the future performance of The Hanover Insurance Group's common stock, meaning the ultimate value realized by the executive could be lower than anticipated if the stock price declines.
• The RSUs are subject to a vesting schedule, meaning the executive must remain employed for a specified period to fully realize the compensation, posing a retention risk if the executive departs before vesting.

Future Outlook

The granted restricted stock units are scheduled to vest on the third anniversary of the date of the original underlying RSU grants, indicating a future realization of this compensation.

Industry Context

The grant of restricted stock units as part of an executive's compensation package is a common practice across various industries, including the insurance sector, to incentivize long-term performance and align management interests with shareholder value creation.

Comparison to Industry Standards

• Executive compensation structures in the financial and insurance industries frequently include equity-based awards like Restricted Stock Units (RSUs) to foster long-term alignment and retention, similar to practices at peers such as Travelers Companies (TRV) or Chubb Limited (CB).
• The use of dividend equivalent rights on previously granted RSUs is a standard mechanism to ensure that RSU holders receive the economic benefit of dividends declared on common stock, maintaining parity with common shareholders during the vesting period.
• The grant being made under a pre-arranged Rule 10b5-1 plan is a common corporate governance practice for executives to manage their equity holdings in compliance with insider trading regulations, seen across publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Experience negligible dilution from the issuance of new shares, but benefit from increased alignment of executive interests with long-term company performance.
• Employees (Executive): The reporting person receives additional equity compensation, enhancing their overall compensation package and providing a long-term incentive to contribute to company growth.

Next Steps

• The granted restricted stock units will vest on the third anniversary of the original underlying RSU grant date.

Key Dates

Keywords

Restricted Stock Units, RSU Grant, Executive Compensation, Insider Transaction, Form 4, The Hanover Insurance Group, THG, Dividend Equivalent Rights, Long-Term Incentive Plan