Form 4: Hanover Insurance Group Executive Willard T. Lee Reports Acquisition of Shares and Stock Options

Executive Vice President Willard T. Lee reports the acquisition of common stock and stock options in Hanover Insurance Group, Inc. following the vesting of performance-based restricted stock units.

Summary

• Willard T. Lee, an Executive Vice President at Hanover Insurance Group, Inc., filed a Form 4 detailing changes in beneficial ownership.
• On February 24, 2025, Lee acquired 846 shares of common stock related to performance-based restricted stock units (PBRSUs) that vested at 125% of the target award based on a three-year average adjusted return on equity.
• Additionally, 155 shares were acquired on the same date related to PBRSUs that vested at 25% of the target award based on three-year relative total shareholder return.
• On February 25, 2025, Lee acquired 773 restricted stock units under the 2022 Long-Term Incentive Plan.
• Lee also acquired 3,539 common stock options with an exercise price of $161.82, vesting in thirds over three years from the grant date, and expiring on February 25, 2035.
• Following these transactions, Lee directly owns 6,212.324 shares of common stock and 3,539 common stock options.
• The reporting person was granted performance-based restricted stock units ('PBRSUs') pursuant to the Issuer's 2014 Long-Term Incentive Plan.
• These PBRSUs were subject to a performance-based vesting condition related to three-year average adjusted return on equity and a time-based vesting condition and also provided for the accumulation of dividend equivalent rights.
• On February 24, 2025, the performance condition for this award was certified at 125% of the target award (as adjusted for accumulated dividend equivalent rights).
• This award remains subject to the time-based vesting condition and will vest on February 28, 2025.
• On February 28, 2022, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2014 Long-Term Incentive Plan.
• These PBRSUs were subject to a performance-based vesting condition related to three-year relative total shareholder return and a time-based vesting condition and also provided for the accumulation of dividend equivalent rights.
• On February 24, 2025, the performance condition for this award was certified at 25% of the target award (as adjusted for accumulated dividend equivalent rights).
• This award remains subject to the time-based vesting condition and will vest on February 28, 2025.
• Grant of restricted stock units under the Issuer's 2022 Long-Term Incentive Plan.
• Such units vest on the third anniversary of the date of grant.
• Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it primarily reports transactions related to executive compensation. The vesting of some PBRSUs at a lower percentage tempers any positive sentiment.

Positives

• The vesting of PBRSUs at 125% of target based on return on equity suggests strong performance in that area.
• The acquisition of shares and options demonstrates the executive's continued investment in the company.

Negatives

• The vesting of PBRSUs at only 25% of target based on total shareholder return indicates underperformance in that area.

Future Outlook

The acquired restricted stock units will vest on the third anniversary of the grant date, and the stock options vest in thirds over three years from the grant date.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.

Stakeholder Impact

• The transactions have a minor positive impact on shareholders as they reflect the executive's continued investment in the company.

Key Dates