J. Paul Condrin III
HANOVER INSURANCE GROUPAbout J. Paul Condrin III
Independent director of The Hanover Insurance Group (THG), age 63, serving since 2021. He chairs the Compensation and Human Capital Committee (CHCC) and is a member of the Committee of Independent Directors (CID). Previously Executive Vice President and President, Commercial Insurance at Liberty Mutual (2012–2018), with prior senior roles including Corporate CFO and Corporate Comptroller; began his career at KPMG. He also serves as Chair of the Board of Trustees at Bentley University and was Interim President from June 2020 to May 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Mutual Insurance | EVP & President, Commercial Insurance | 2012–2018 | Led Commercial Insurance; retired in 2018 |
| Liberty Mutual Insurance | Corporate CFO; Corporate Comptroller; President of three strategic business units | Not disclosed | Senior leadership roles across 29 years at Liberty Mutual |
| KPMG | Audit/Advisory (insurance and higher education focus) | Early career | Specialized in serving insurance companies and higher education institutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bentley University | Chair, Board of Trustees; Interim President | Trustee since 2013; Interim President Jun 2020–May 2021 | Oversees governance; led university during interim presidency |
Board Governance
- Committee assignments: CHCC Chair; CID member. CHCC members are Condrin (Chair), Kevin J. Bradicich, and Cynthia L. Egan; CHCC met 7 times in 2024. CID consists of all independent directors; CID met 8 times in 2024 .
- Independence: The Board determined every director and director nominee is independent under NYSE standards except the CEO (John C. Roche); Condrin is therefore independent .
- Attendance: The Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served .
- Governance structure: Separate Chair and CEO roles; regular executive sessions; robust oversight of risk, sustainability, and human capital at Board and committee levels .
Fixed Compensation
| Fee Component | Amount (2024/2025 Annual Compensation Cycle) |
|---|---|
| Annual Director Retainer – Stock | $150,000 |
| Annual Director Retainer – Cash | $105,000 |
| Committee Chair Retainer – CHCC | $25,000 |
| Committee Member Retainer – CHCC | $11,000 |
| Charitable Foundation Match (cap) | Up to $5,000 per director per year |
| Director | Fees Earned in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| J. Paul Condrin III | 130,076 | 149,924 | 5,000 | 285,000 |
- Notes: Non-employee directors held no stock options or other unvested stock-based awards as of Dec 31, 2024; stock award values reflect grant-date fair value under ASC 718 .
Performance Compensation
- Directors receive equity via the annual stock retainer (not performance-conditioned). As CHCC Chair, Condrin oversees performance-based programs for executives, summarized below .
| Short-Term Incentive Program (STIP) Metric (2024) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Pre-Tax Operating Income | 20% | $184M | $461M | $576M |
| Ex-Cat Operating Income | 50% | $612M | $874M | $1,049M |
| Strategic Objectives | 30% | 0–200% funding scale | 100% baseline | 200% cap |
| Long-Term Incentive PBRSU Metric | Threshold (50%) | Target (100%) | Maximum (150%) | Notes |
|---|---|---|---|---|
| Relative TSR (3-year) | 25th percentile | 50th percentile | 75th percentile | Cap at 100% if TSR is negative; 25% payout if TSR <25th but exceeds 3-year compounded dividend yield |
| 3-year Avg Adjusted Operating ROE | 6.0% | 10.0% | ≥13.0% | Cat-collar updated to 5.4%–8.0% of net earned premium in 2024 |
- CHCC risk controls: clawback compliant with NYSE/SEC rules; recoupment in equity award agreements; prohibition on pledging/hedging; double-trigger change-in-control; independent consultant (CAP); annual risk assessment led by CRO .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Bentley University | Chair, Board of Trustees | No (private/academic) | Also served as Interim President (Jun 2020–May 2021) |
- No other public company directorships for Condrin are disclosed in THG’s proxy .
Expertise & Qualifications
- Decades of P&C insurance leadership, including business unit presidency and corporate finance roles at Liberty Mutual; strong operating and financial acumen for compensation oversight .
- Audit/accounting background from KPMG; relevant for governance and risk evaluation within CHCC and CID work .
- Higher education governance experience as Bentley University Board Chair, including interim executive leadership, supporting human capital and culture insights for CHCC .
- Active committee leadership: CHCC Chair with remit over executive pay, human capital, succession, inclusion, diversity, and pay equity .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially Owned Shares (Mar 12, 2025) | 4,532 | Shares with shared voting/investment power with spouse; less than 1% of class |
| Shares Counted under Director Ownership Guidelines | 4,532 | Used to assess guideline compliance |
| Ownership Multiple vs $150k Annual Stock Retainer | 4.9x | Company guideline requires 4x within four years; Condrin is compliant |
| Pledging/Hedging | Prohibited | Directors are prohibited from pledging or hedging THG securities |
Governance Assessment
- Strengths: Independent director; CHCC Chair; robust pay governance (clawbacks, double-trigger CIC, independent consultant); strong say-on-pay support historically (>95% approvals); anti-hedging/anti-pledging policies; annual risk assessment of incentive plans .
- Engagement: All directors met attendance expectations (≥75% of meetings); CHCC met 7 times; CID met 8 times; active board leadership with separate Chair and CEO and frequent executive sessions .
- Alignment: Director compensation moderate and balanced (cash + equity); Condrin’s 2024 total $285,000 with $149,924 in stock awards; ownership multiple 4.9x exceeding guideline threshold .
- Conflicts/Related parties: No related-person transactions reported; no family relationships among directors/executives; time-commitment policy compliance across directors .
- RED FLAGS: None disclosed (no option repricing, no 280G tax gross-ups, hedging/pledging prohibited; no reported related-party transactions or attendance shortfalls) .