Cynthia L. Egan
HANOVER INSURANCE GROUPAbout Cynthia L. Egan
Independent Chair of the Board of Directors at The Hanover Insurance Group (THG) since 2015; age 69. Former President, Retirement Plan Services at T. Rowe Price (2007–2012), senior executive roles at Fidelity Investments (1989–2007), advisor to the U.S. Treasury on retirement security (2014–2015), with early career at the Federal Reserve, KPMG Peat Marwick, and Bankers Trust. Recognized for deep financial services and governance experience; current term expires in 2027 . As independent Chair, she sets Board and executive-session agendas, engages directors individually after meetings, and meets regularly with the CEO, CFO, and CLO to drive oversight effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group | President, Retirement Plan Services | 2007–2012 | Led retirement platform at a global asset manager . |
| Fidelity Investments | EVP; Head of Fidelity Institutional Services; President, Fidelity Charitable Gift Fund; EVP, Fidelity Management Research Co. | 1989–2007 | Senior leadership across institutional services, philanthropy, and investment research . |
| U.S. Treasury | Advisor (retirement security) | 2014–2015 | Policy expertise on retirement security . |
| Federal Reserve; KPMG; Bankers Trust | Early career roles | — | Foundational experience in policy, audit, and banking . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Huntsman Corporation | Vice Chair and Lead Independent Director | Global specialty chemicals; leadership role indicates governance authority . |
| Unum Group | Director | U.S. benefits insurer; note THG director Theodore H. Bunting also serves on Unum’s board (interlock) . |
| BlackRock Fixed Income Funds Complex | Director | Oversight across 103 mutual funds; BlackRock, Inc. is also a 9.1% THG holder (context) . |
| University of Maryland School of Medicine | Board of Visitors, Emeriti Chair | Non-profit/academic governance . |
Board Governance
- Independence and leadership: Independent Chair, separate from CEO, with annual election by the Board; leads executive sessions and director engagement; all but the CEO are independent under NYSE standards .
- Committee memberships: Chair of the Board; member of the Compensation and Human Capital Committee (CHCC); member of the Committee of Independent Directors (CID) .
- Meeting cadence/attendance: 5 full Board meetings in 2024; executive sessions routinely; all incumbent directors attended ≥75% of Board and committee meetings; all were present at last year’s annual meeting .
- Committee activity: CID held 8 meetings; CHCC held 7 meetings in 2024. CID approves CEO goals and compensation; CHCC oversees executive/director compensation, pay-risk analysis, human capital policies, and recommends CEO pay to CID .
Fixed Compensation (Director)
- Structure (unchanged from 2023/2024 to 2024/2025 cycle): Annual director cash retainer $105,000; annual stock retainer $150,000; Chair of Board retainer $125,000; CHCC committee member $11,000; no meeting fees; max annual aggregate director comp under 2022 Plan $750,000 .
- Egan’s 2024/2025 cycle compensation (paid in 2024): Cash fees $241,076; stock awards $149,924 (grant-date fair value ASC 718); foundation match $5,000; total $396,000 . None of the non-employee directors held stock options or unvested stock awards as of Dec 31, 2024 .
| Metric | 2023/2024 Cycle (paid 2023) | 2024/2025 Cycle (paid 2024) |
|---|---|---|
| Fees Earned in Cash ($) | 241,094 | 241,076 |
| Stock Awards ($) | 149,906 | 149,924 |
| All Other Compensation ($) | 5,000 | 5,000 |
| Total ($) | 396,000 | 396,000 |
Performance Compensation
- Directors at THG do not receive performance-based equity (no PSUs/stock options for directors); equity is an annual stock retainer .
- CHCC oversight of executive performance pay (context for governance quality):
- STIP metrics and outcomes: 2024 Pre-Tax Operating Income $650.1mm (175% of target); Ex-Cat Operating Income $1,026.0mm (187% of target); strategic objectives funded at 115%; CHCC exercised discretion to fund STIP at 150% of target .
- PBRSUs (Relative TSR): 2022–2024 period earned at 25% of target (23rd percentile; TSR 30.17% > 7.74% compounded dividend yield) .
- PBRSUs (Avg Adjusted Operating ROE): 2022–2024 earned at 125% (three-year AOROE 11.5%) .
- Clawback and recoupment: NYSE/SEC Rule 10D-1 clawback policy plus equity recoupment for breaches; hedging/pledging prohibited for directors and officers .
| Executive Comp Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| STIP Payout vs Target (%) | 88.0% | 95.0%† | 150.0% |
| PBRSU – Relative TSR Payout (%) | 86.96% | 72.73% | 25.00% |
| PBRSU – Avg Adjusted Operating ROE Payout (%) | 130.0% | 112.0% | 125.0% |
| † Adjusted per plan terms . |
Other Directorships & Interlocks
- Interlock: Egan and THG director Theodore H. Bunting both serve on Unum Group’s board, creating a shared external network. Unum focuses on group disability/benefits (not THG’s P&C core), but interlock warrants monitoring for information flow and time commitments .
- BlackRock context: Egan is a director in BlackRock Fixed Income Funds Complex while BlackRock, Inc. is a 9.1% holder of THG. No related-party transactions were reported by THG; independence is governed by NYSE standards and THG policies .
Expertise & Qualifications
- Financial services leadership across retirement, asset management, and institutional platforms; extensive public company board experience; skills listed include capital markets, risk management, investments, governance and human capital .
- Board leadership skills evidenced by practices: agenda-setting with committee chairs/CEO; post-meeting one-on-one director engagement to drive inclusiveness and effectiveness .
Equity Ownership
- Beneficial ownership: 12,759 shares; <1% of class .
- Stock ownership guideline: Directors must reach 4x the value of annual stock retainer within four years; Egan at 13.9x, reflecting strong alignment .
- Deferred shares: Director deferrals (held in Rabbi Trust) are excluded from beneficial ownership counts; trustee votes such shares. No specific deferral disclosed for Egan .
- Hedging/pledging: Prohibited for directors and officers .
| Ownership Metric | Value |
|---|---|
| Shares Beneficially Owned | 12,759 |
| Ownership Multiple vs $150k Stock Retainer | 13.9x |
| Hedging/Pledging Policy | Prohibited |
Insider trades and current positions
| Filing Date | Transaction Date | Type | Qty | Post-Transaction Securities Owned | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-14 | Award (A) | 977 | 977 | Indirect | |
| 2024-05-16 | 2024-05-15 | Award (A) | 1,119 | 12,759 | — |
Note: “securitiesOwned” reflects the position reported in the Form 4 context (e.g., a specific account or deferral); proxy beneficial ownership remains 12,759 as of March 12, 2025 .
Governance Assessment
- Independence and leadership: Strong separation of Chair/CEO; Egan’s engagement practices and executive-session leadership bolster Board oversight; all directors except CEO deemed independent .
- Compensation governance: Director pay mix emphasizes equity retainer; no performance equity for directors; use of independent consultant CAP (independence affirmed) to benchmark director/executive pay .
- Pay-for-performance oversight: CHCC maintained rigorous executive metrics (AOROE, relative TSR, financial thresholds); discretionary moderation of STIP funding from ~163% formula to 150% indicates disciplined governance .
- Shareholder signals: 2025 say-on-pay approved (For 29,963,578 vs Against 764,483), suggesting continued investor confidence in compensation governance .
- Policies: Robust clawback, recoupment, anti-hedging/pledging; related-person transaction policy; no related-party transactions reported .
Potential Risks/Interlocks to Monitor
- RED FLAG (interlock): Shared Unum Group directorship with THG director Bunting—monitor for overboarding/time commitment and information-sharing guardrails (THG’s time commitment policy caps boards; all directors are in compliance) .
- Perceived linkage: Egan’s role at BlackRock Fixed Income Funds Complex vs BlackRock’s >5% THG ownership—no related-party transactions disclosed; independence affirmed; maintain vigilance as a matter of optics .
- Attendance: No concerns (≥75% attendance threshold met) .
- Compensation anomalies: None for directors; structure unchanged YoY; no options or unvested awards held by directors at year-end .
Committee Assignments Snapshot (2024 activity)
| Committee | Role | Meetings Held |
|---|---|---|
| Committee of Independent Directors | Member; Board Chair presides over executive sessions | 8 |
| Compensation & Human Capital (CHCC) | Member | 7 |
Director Compensation Schedule (2024/2025 cycle)
| Component | Amount ($) |
|---|---|
| Annual Stock Retainer | 150,000 |
| Annual Cash Retainer | 105,000 |
| Chair of the Board Retainer | 125,000 |
| CHCC Committee Member Retainer | 11,000 |
| Charitable Match | Up to 5,000 |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results: Advisory approval of executive compensation passed; directors elected; PwC ratified as auditor—indicates stable support for governance and pay practices .
- Engagement: THG conducts ongoing investor engagement; declassified the Board in 2024 following feedback, with full declassification by 2027; clarified “cause” removal interpretation per Delaware law until 2027 .
Related-Party Transactions & Policies
- No related-party transactions reported; Audit Committee oversees policy with a $100,000 threshold (stricter than SEC’s $120,000) .
- Insider Trading Policy, Code of Conduct, and committee charters available and enforced; independence reviews comply with NYSE and Sarbanes-Oxley standards .
Employment & Contracts (Director)
- Director retirement policy at age 75; no disclosed individual employment contracts for non-employee directors .
Performance & Track Record (Board)
- 2024 THG performance: Net income $426.0mm, combined ratio 94.8%, net written premiums up 4.7%; dividend increased 5.9%; buybacks resumed—provides context for CHCC pay decisions under Egan’s Board leadership .
Conclusion
Egan’s governance profile is strong: independent Chair with deep financial services expertise, high ownership alignment (13.9x guideline), and active committee work overseeing robust pay-for-performance frameworks. Primary monitoring considerations are external interlocks (Unum) and BlackRock optics; THG’s policies and independence determinations mitigate conflict risk, and attendance/shareholder support reinforce Board effectiveness .