Francisco A. Aristeguieta
HANOVER INSURANCE GROUPAbout Francisco A. Aristeguieta
Independent director of The Hanover Insurance Group (THG), age 59, serving since 2022; his current Board term expires in 2026 . He is Group Head, International Banking at Scotiabank (appointed May 2023), and previously held CEO roles at State Street (Institutional Services; International Business) and Citigroup (Asia Pacific; Latin America), with earlier leadership of Citi’s Global Transaction Services in Latin America and service as vice chair of Banco de Chile’s board . He is designated independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | Chief Executive Officer, State Street Institutional Services | 2020–May 2022 | Senior leadership of institutional services in global financial services |
| State Street Corporation | EVP & CEO, State Street International Business | 2019–2020 | Led international operations |
| Citigroup | CEO, Asia Pacific | 2015–2019 | Regional CEO; global financial services leadership |
| Citigroup | CEO, Latin America | 2013–2015 | Regional CEO |
| Citigroup | Leader, Global Transaction Services Group (LatAm) | Prior to 2013 | Oversaw GTS; vice chair on Banco de Chile board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scotiabank | Group Head, International Banking | May 2023–Present | Global financial services leadership |
| State Street | Special Advisor | Prior to May 2023 | Advisory capacity preceding Scotiabank appointment |
| Banco de Chile | Vice Chair, Board | Historical | Prior board service (not disclosed as current) |
No other current public company directorships are disclosed in THG’s proxy biography for Mr. Aristeguieta .
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee (member) and Committee of Independent Directors (member) .
- Independence: Board determined all directors except the CEO (Roche) are independent under NYSE and THG guidelines .
- Attendance: In 2024, there were five Board meetings; all incumbent directors attended at least 75% of Board and relevant committee meetings .
- Committee meeting cadence (2024): CID (8), NCGC (6); Audit (13), CHCC (7) for context .
- Executive sessions: Independent directors meet in executive session at each scheduled Board meeting; Chair presides .
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Fees Earned in Cash | 115,076 | Annual cash retainer plus NCGC member fee; directors may elect deferrals |
| Stock Awards (grant-date fair value) | 149,924 | Annual stock retainer under 2022 Plan; valued at grant using NYSE closing price |
| All Other Compensation | — | No other amounts reported for Mr. Aristeguieta |
| Total | 265,000 | Sum of cash and stock retainers |
Director fee schedule (2024/2025 cycle):
- Annual director retainer: Stock $150,000; Cash $105,000 .
- Committee member annual retainer: NCGC $10,000; CHCC $11,000; Audit $15,000 .
- Committee chair annual retainers: NCGC $21,000; CHCC $25,000; Audit $36,000; Board Chair $125,000 .
Compensation mix (Aristeguieta): 56.6% equity ($149,924) and 43.4% cash ($115,076), aligning with shareholder interests via equity retainer .
Performance Compensation
| Element | Disclosure |
|---|---|
| Director performance-based pay | None disclosed; non-employee director compensation consists of fixed cash and stock retainers and committee fees (no PSUs/options for directors) . |
Other Directorships & Interlocks
| Company | Role | Current/Former | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Scotiabank | Group Head, International Banking | Current | No THG-related party transactions disclosed |
| Banco de Chile | Vice Chair, Board | Former | Historical role; no current THG transactions disclosed |
Related-person transactions: THG’s proxy reports none for 2024/2025; transactions over $100,000 require Audit Committee review; no such transactions are reported .
Expertise & Qualifications
- Senior executive leadership across global financial services (Scotiabank, State Street, Citigroup) with extensive international banking expertise .
- Governance: Serves on NCGC; supports board evaluation, nominations, and sustainability oversight .
- Risk and strategy orientation consistent with THG’s committee framework and board competency matrix .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 3,233 |
| Percent of class | <1% |
| Shares counted under director ownership guidelines | 3,233 |
| Ownership multiple vs annual stock retainer ($150k) | 3.5x |
| Guideline requirement | 4x of annual stock retainer within four years of election; directors are in compliance or on track within prescribed time |
| Time-to-compliance context | First elected 2022; 4-year window runs to 2026 |
| Options/unvested awards | None; no stock options or unvested stock-based awards held by non-employee directors as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy and governance practices |
Governance Assessment
- Strengths: Independent director with deep international financial services experience; active on NCGC and CID, supporting board refreshment, evaluations, and ESG oversight; meets attendance expectation (≥75%); compensation mix features substantial equity retainer; no related-party transactions disclosed .
- Alignment: Owns 3,233 shares (3.5x annual stock retainer), on track to meet 4x guideline within four years of 2022 election; hedging/pledging prohibited, reinforcing alignment .
- Watch items (not red flags): Ownership multiple (3.5x) below 4x target but within compliance window to 2026; monitor progression to guideline threshold .
- Broader governance signals at THG: Strong say-on-pay support (>95% annually), independent chair, regular executive sessions, declassification underway by 2027—all supportive of investor confidence .