Elizabeth A. Ward
HANOVER INSURANCE GROUPAbout Elizabeth A. Ward
Elizabeth A. Ward, age 60, has served as an independent director of The Hanover Insurance Group since 2022 and is an Audit Committee member and designated Audit Committee financial expert under SEC rules; her current Board term expires in 2026 . Ward retired as CFO of Massachusetts Mutual Life Insurance in December 2024 after senior roles including Executive VP & Chief Actuary and Chief Enterprise Risk Officer, bringing deep credentials in finance, accounting, actuarial science, risk management, and investment management . She participates in the Committee of Independent Directors (CID), reinforcing independence in CEO pay oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Mutual Life Insurance Company (MassMutual) | Chief Financial Officer | 2016–Dec 2024 | Senior executive accountability for finance, reporting, and capital; retired Dec 2024 |
| MassMutual | Executive Vice President & Chief Actuary | 2015–2019 | Led actuarial function; risk and capital expertise |
| MassMutual | Chief Enterprise Risk Officer | 2007–2016 | Enterprise risk management leadership |
| American Skandia Life Assurance Company; Charter Oak Capital Management; Aeltus Investment Management (Aetna subsidiary) | Investment portfolio management and actuarial roles | Pre-2001 | Insurance investing and actuarial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barings LLC (MassMutual subsidiary) | Board of Managers member | Through Dec 2024 | Registered investment company subsidiary; service ended on retirement |
| MML Investment Advisors, LLC (MassMutual subsidiary) | Board of Directors | 2013–2021 | Registered investment company subsidiary |
| MML Investors Services, LLC (MassMutual subsidiary) | Board of Directors | 2012–2021 | Registered investment company subsidiary |
| University of Rochester | Board of Trustees member | Current | Non-profit trustee role |
Board Governance
- Committee assignments:
- Audit Committee member; Audit Committee met 13 times in 2024; Ward is designated an Audit Committee financial expert; committee members meet NYSE/Sarbanes-Oxley independence and literacy requirements .
- Committee of Independent Directors (CID) member; CID met 8 times in 2024; oversees CEO performance and pay with all independent directors .
- Board meetings and attendance: The Board held 5 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting, and all serving directors attended last year’s annual meeting .
- Independence: The Board determined all directors (except the CEO, Mr. Roche) are independent under NYSE standards; no family relationships among directors or executive officers .
Fixed Compensation
| Fee Component | 2024/2025 Annual Compensation Cycle Amount | Notes |
|---|---|---|
| Annual Director Retainer – Stock component (2022 Plan) | $150,000 | Granted in stock; none of the non-employee directors held options or other unvested stock-based awards as of Dec 31, 2024 |
| Annual Director Retainer – Cash component | $105,000 | Convertible to stock or deferrable |
| Committee Chair Annual Retainer – Audit | $36,000 | Includes both chair and member retainer |
| Committee Chair Annual Retainer – CHCC | $25,000 | |
| Committee Chair Annual Retainer – NCGC | $21,000 | |
| Committee Member Annual Retainer – Audit | $15,000 | |
| Committee Member Annual Retainer – CHCC | $11,000 | |
| Committee Member Annual Retainer – NCGC | $10,000 | |
| Director Deferral Plan notional interest rate | 4.66% (2024); 4.54% (2025) | Based on GATT rate |
| Charitable foundation matching | Up to $5,000 per director per year |
| Director | Fees Earned in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Elizabeth A. Ward | 120,076 | 149,924 | — | 270,000 |
- Ward elected to convert her cash retainer into THG shares in 2024, receiving 896 additional shares with a grant date fair value of $120,046; this amount is reflected in “Fees Earned in Cash” rather than “Stock Awards” .
Performance Compensation
| Element | Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Director equity (annual stock retainer) | None disclosed for directors | Standard annual grants; no options/unvested awards outstanding at 12/31/2024 | Director pay structure emphasizes fixed and equity retainer; no performance metrics tied to director compensation disclosed |
Other Directorships & Interlocks
| External Board | Public Company? | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Barings LLC (MassMutual subsidiary) | No (subsidiary) | Board of Managers | Former MassMutual affiliation; retired 12/2024; no related-person transactions disclosed |
| MML Investment Advisors, LLC | No (subsidiary) | Director | Past role; no related-person transactions disclosed |
| MML Investors Services, LLC | No (subsidiary) | Director | Past role; no related-person transactions disclosed |
| University of Rochester (Trustee) | N/A | Trustee | Non-profit; no conflicts disclosed |
- Related-party transactions: “There are no transactions with related persons to report” under the company’s policy (threshold $100,000; reviewed by the Audit Committee) .
Expertise & Qualifications
- Decades of management experience in finance/accounting, actuarial science, risk management, and investment management in the life insurance industry; designated Audit Committee financial expert .
- Enhances Board oversight of ERM, reserving, reinsurance, and financial controls as part of Audit Committee responsibilities .
Equity Ownership
| Item | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 4,059 | March 12, 2025 | Less than 1% of class; shares reflect sole voting and investment power unless noted |
| Shares counted under director ownership guidelines | 4,059 | March 12, 2025 | |
| Ownership multiple vs $150,000 stock retainer | 4.4x | March 12, 2025 | Company confirms all non-employee directors are in compliance with guidelines |
| Unvested stock-based awards outstanding | None | Dec 31, 2024 | No options or other unvested stock-based awards held |
| Pledging/Hedging policy | Prohibited for directors and officers | Current | Insider Trading Policy prohibits pledging/hedging |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Shares Acquired | Price | Post-Transaction Owned | Source |
|---|---|---|---|---|---|---|
| 2024-05-16 | 2024-05-15 | A (Award/Grant) | 2,015 | $0 | 4,059 | |
| 2025-05-15 | 2025-05-14 | A (Award/Grant) | 977 | $0 | 5,036 |
Governance Assessment
- Independence and expertise: Ward is independent and an Audit Committee financial expert, strengthening oversight of financial reporting, cybersecurity, and related-person transaction reviews; Audit Committee met 13 times in 2024, indicating active engagement .
- Ownership alignment: Ward meets director ownership guidelines with 4,059 shares counted and 4.4x the annual stock retainer; she voluntarily converted cash fees to stock (896 shares), further aligning her interests with shareholders .
- Attendance and engagement: All incumbent directors attended at least 75% of meetings; Board held 5 meetings, CID held 8; the Board frequently convenes executive sessions, supporting independent oversight .
- Compensation structure: Director pay remained unchanged year-over-year; mix includes significant equity retainer, committee fees, and an option to convert cash to stock or defer with transparent interest accrual; no director options/unvested awards outstanding as of YE 2024, reducing pay complexity risk .
- Shareholder support: 2025 say-on-pay received 29,963,578 votes “For” vs 764,483 “Against” (36,455 abstentions; broker non-votes 1,821,967), signaling broad investor approval of compensation practices .
- Conflicts and red flags: No related-person transactions disclosed; pledging/hedging prohibited; no director-specific legal or SEC issues disclosed for Ward—no red flags identified based on available filings .
Overall signal: Strong independence, audit expertise, active committee engagement, and voluntary conversion of cash fees to stock support investor confidence.