Dennis F. Kerrigan
HANOVER INSURANCE GROUPAbout Dennis F. Kerrigan
Dennis F. Kerrigan, age 60, serves as Executive Vice President, Chief Legal Officer and Assistant Secretary at The Hanover Insurance Group (THG). He joined THG in January 2020 as EVP, Deputy General Counsel and Assistant Secretary and became General Counsel (Chief Legal Officer) in April 2020 . Company performance relevant to incentive outcomes: FY2024 net income was $426.0 million, combined ratio 94.8%, net written premiums grew 4.7%, and the ordinary quarterly dividend increased 5.9% . Education is not disclosed in THG filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Hanover Insurance Group | EVP, Deputy General Counsel & Assistant Secretary | Jan 2020 – Apr 2020 | Senior legal leadership pre-dating promotion to CLO |
| The Hanover Insurance Group | EVP, Chief Legal Officer & Assistant Secretary | Apr 2020 – Present | Advised Board/management on strategic, legal, regulatory, governance matters; led sustainability council; strengthened legal/compliance talent |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zurich North America | EVP, General Counsel & Corporate Secretary | 2008 – 2019 | Senior legal executive for major insurer |
| Dewey & LeBoeuf (then named) | Litigation Partner | Not disclosed | Private practice litigation expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 540,385 | 560,385 | 586,538 |
| 2024 Base Salary Rate ($) | — | — | 593,000 (+5.0% y/y) |
| Target STIP (% of Base) | — | — | 80% |
| Target STIP ($) | — | — | 474,400 |
| Actual STIP Paid ($) | 359,700 | 402,563 | 711,600 |
All Other Compensation detail (2024):
- Company contributions: Defined Contribution $20,700; Non-Qualified Retirement Savings Plan $38,646 .
- Perquisites: Financial Planning $14,985; Matching to Qualified Charities $4,910; Executive Physical $3,350 .
Performance Compensation
Short-Term Incentive Program (STIP) – 2024
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Pre-Tax Operating Income | 20% | $461 million | $650.1 million | 175% of target |
| Ex-Cat Operating Income | 50% | $874 million | $1,026.0 million | 187% of target |
| Strategic Objectives | 30% | Not disclosed | Not disclosed | Not disclosed |
Award outcome for Kerrigan: $711,600 paid on March 14, 2025 (target $474,400; maximum $925,080) .
2024 Long-Term Incentive Award Mix and Grants (GRANT DATE: 2/27/2024)
Equal mix by grant date fair value (25% each): RTSR PBRSUs, ROE PBRSUs, TBRSUs, and stock options. Options have exercise price $134.26 and vest one-third on each of the first three anniversaries; options term 10 years .
| Component | Threshold # | Target # | Max # | Grant-Date FV ($) |
|---|---|---|---|---|
| RTSR PBRSUs | 303 | 1,211 | 1,817 | 163,279 |
| ROE PBRSUs | 606 | 1,211 | 1,817 | 162,589 |
| TBRSUs | — | 1,211 | — | 162,589 |
| Stock Options | — | 5,387 | — | 162,517 |
PBRSU valuation ranges noted across 2022–2024 (target): $275,149 (2022), $300,166 (2023), $325,868 (2024); with disclosed threshold/maximum equivalents .
Stock awards vesting/realization in 2024:
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 3,540 | 476,519 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially Owned Shares | 31,225 (includes 24,700 options exercisable within 60 days) |
| Percent of Class | <1% |
| Options Exercisable within 60 Days | 24,700 |
| Stock Ownership Guidelines – Counted Shares | 16,845 |
| Ownership Multiple of Base Salary | 4.4x (compliant with 2–4x guideline) |
| Hedging/Pledging | Prohibited by policy |
| Clawbacks/Recoupment | NYSE-compliant clawback; RSU/Option recoupment for covenant/Code breaches |
Outstanding equity awards (12/31/2024):
| Grant Date | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 2/27/2024 | 5,387 | 134.26 | 2/27/2034 |
| 2/27/2023 | 3,170 | 140.01 | 2/27/2033 |
| 2/28/2022 | 1,606 | 139.51 | 2/28/2032 |
| 2/26/2021 | 6,262 (exercisable) | 115.35 | 2/26/2031 |
| 2/28/2020 | 8,655 (exercisable) | 118.54 | 2/28/2030 |
Unvested RSUs/Unearned PBRSUs (selected counts at FY-end 2024):
| Grant Date | Shares/Units Not Vested (#) | Equity Incentive Awards – Unearned Shares (#) |
|---|---|---|
| 2/28/2022 | 1,062; 1,328; 243 | — |
| 2/27/2023 | 1,130 | 1,130; 1,092 |
| 2/27/2024 | 1,242 | 1,242; 1,242 |
Ownership guideline compliance: All NEOs are compliant, with Kerrigan at 4.4x salary as of March 12, 2025 (valued at $163.66 share price) .
Employment Terms
- Severance (without cause/for good reason): Lump-sum approximating one year’s cash compensation (base salary + target bonus) upon separation and subject to release/non-disparagement; executives must sign separation agreement .
- Change-in-Control (CIC) plan: Double-trigger required; multiplier 1.5x base + target short-term incentive for Kerrigan; additional payments include target STIP pro-rata, continuation of health benefits up to one year, 401(k)/NQ equivalent contribution, and outplacement; no 280G excise tax gross-up .
Potential payments (assumed event on 12/31/2024):
| Component | Change in Control ($) |
|---|---|
| Cash Severance (1.5x base + target STIP) | 1,601,100 |
| Cash Incentives (target, pro-rated) | 474,400 |
| Unvested RSUs (PBRSUs & TBRSUs) | 1,394,724 |
| Unexercisable Options (intrinsic value) | 180,666 |
| Health & Welfare | 28,791 |
| Outplacement | 40,000 |
| 401(k) & NQ Plan Related | 59,346 |
| Total | 3,779,027 |
Covenants:
- Participation requires executing non-solicitation, non-interference, non-disparagement, cooperation, and confidentiality provisions; proprietary developments remain Company property .
- TBRSUs for “retirement eligible” immediately vest upon a CIC under certain conditions; Kerrigan will meet retirement eligibility for 2022–2024 awards during 2025 (age threshold + service) .
Investment Implications
- Pay-for-performance alignment: STIP metrics heavily weighted to operating profitability (70% combined) and delivered strong over-target outcomes in 2024; Kerrigan’s payout rose to $711,600 on an 80% target, consistent with robust company financials (net income, combined ratio) .
- Retention risk: Kerrigan attains “retirement eligibility” in 2025 for 2022–2024 awards, enabling certain vesting and CIC accelerations—this increases his flexibility and may modestly elevate retention risk around strategic transitions or potential corporate actions .
- Insider selling pressure: No option exercises in 2024 and moderate RSU vesting (3,540 shares) suggest limited near-term selling pressure; upcoming annual option tranches (e.g., 2/27 grants) and TBRSU cliffs present typical liquidity points but hedging/pledging prohibitions and strong ownership guideline compliance (4.4x salary) mitigate misalignment risks .
- Governance protections: No 280G gross-up, robust clawback/recoupment, double-trigger CIC, and strict anti-hedging/pledging policies reflect shareholder-friendly design; severance without CIC approximates one year cash compensation, balancing market competitiveness with risk controls .
- Equity alignment: Meaningful option and RSU exposure (multiple unvested tranches and exercisable options) ties realized value to multi-year stock performance and ROE/RTSR outcomes; 2024 grant mix (25% each component) indicates balanced long-term incentives .