Jane D. Carlin
HANOVER INSURANCE GROUPAbout Jane D. Carlin
Jane D. Carlin, age 69, has served on The Hanover Insurance Group’s Board since 2016 and is the Audit Committee Chair, bringing deep expertise in compliance, operational risk oversight, and cybersecurity from senior roles at Morgan Stanley and Credit Suisse; she is deemed financially literate (Audit Committee financial experts are Bunting and Ward) and is independent under NYSE standards . Her external governance credentials include trustee roles at iShares Trust and iShares U.S. ETF Trust, reflecting ongoing exposure to large-scale financial risk and regulatory oversight environments . Board structure features an independent Chair separate from the CEO, with regular executive sessions, supporting strong governance processes during her tenure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Group Inc. | Managing Director, Deputy General Counsel | 1987–2003 | Senior legal and governance leadership |
| Morgan Stanley Group Inc. | Managing Director, Global Head of Financial Holding Company Governance & Assurance | 2006–2012 | Oversight of governance and assurance for FHC |
| Credit Suisse Group AG | Managing Director, Global Head of Bank Operational Risk Oversight | 2003–2006 | Enterprise operational risk oversight |
| Financial Services Sector Coordinating Council (U.S. Treasury appointment) | Chair; previously Vice Chair and Chair of Cyber Security Committee | Chair: 2010–2012; Vice Chair/Cyber: 2009–2010 | Sector-level cyber risk coordination and policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iShares Trust | Trustee | Ongoing | BlackRock-sponsored fund complex governance |
| iShares U.S. ETF Trust | Trustee | Ongoing | BlackRock-sponsored fund complex governance |
| PHH Corporation | Director | 2012–2018 | Public company board; acquisition by Ocwen in 2018 |
| Astoria Financial Corporation / Astoria Bank | Director | 2014–2015 | Prior bank board service |
| iShares Inc. | Director | As disclosed historically | Additional BlackRock fund complex governance (historical disclosure) |
Board Governance
- Committee assignments: Audit Committee (Chair); Committee of Independent Directors member .
- Independence: Board determined all directors and nominees—except the CEO—are independent under NYSE standards; Carlin is independent .
- Attendance and engagement: Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; Audit Committee met 13 times, with regular executive sessions with PwC and internal leaders .
- Executive sessions: Board and CID meet in executive session at regular meetings, reinforcing independent oversight .
Fixed Compensation
| Component (2024/2025 Annual Compensation Cycle) | Amount (USD) |
|---|---|
| Annual Director Retainer – Stock Component (issued under 2022 Plan) | $150,000 |
| Annual Director Retainer – Cash Component | $105,000 |
| Audit Committee Chair Retainer | $36,000 |
| Audit Committee Member Retainer | $15,000 |
| NCGC Chair Retainer | $21,000 |
| CHCC Chair Retainer | $25,000 |
| NCGC Member Retainer | $10,000 |
| CHCC Member Retainer | $11,000 |
| Jane D. Carlin Director Compensation (Paid in 2024) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $141,076 |
| Stock Awards (Grant Date Fair Value) | $149,924 |
| All Other Compensation | — |
| Total | $291,000 |
- Deferral and conversion: Directors may convert cash retainers to stock and defer cash/stock compensation; deferred cash accrues notional interest at the GATT rate (4.66% for 2024, 4.54% for 2025) . Example: Ms. Ward converted cash retainer into 896 shares in 2024 (illustrative of program design) .
- No option holdings: none of the non-employee directors held stock options or unvested stock-based awards as of Dec 31, 2024 .
Performance Compensation
- Director pay is structured as fixed cash retainers plus annual stock retainer; no performance-based metrics (PBRSUs/ROE/RTSR) are disclosed for non-employee directors—equity is service-based under the 2022 Plan .
| Performance Metric | Link to Director Compensation |
|---|---|
| TSR, ROE, Operating KPIs | Not applicable to director compensation; not disclosed for directors |
Other Directorships & Interlocks
| External Entity | Nature of Link | Potential Interlock Consideration |
|---|---|---|
| BlackRock/iShares | Trustee of iShares Trust and iShares U.S. ETF Trust | BlackRock is a 9.1% holder of THG; governance sensitivity due to affiliation though no related-party transactions disclosed |
| PHH Corporation (former) | Prior director role | Historical; no current THG transactional ties disclosed |
- Largest shareholders include The Vanguard Group (10.0%) and BlackRock, Inc. (9.1%), increasing sensitivity to perceived interlocks with fund complexes; the proxy reports no related-person transactions .
Expertise & Qualifications
- Domains: compliance, risk management, cybersecurity, and financial services governance; financially literate per Audit Committee disclosures (Audit Committee financial experts are Bunting and Ward) .
- Sector coordination: Led FSSCC activities on critical infrastructure and cyber, indicating strong regulatory interface experience .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Shares Beneficially Owned | 0; less than 1% of class |
| Deferred Shares (Rabbi Trust) | 5,929 shares deferred; excluded from beneficial ownership, voted by trustee |
| Ownership Guidelines Requirement | 4× annual stock retainer value for directors within 4 years of election |
| Compliance Status | All non-employee directors in compliance as of March 12, 2025 |
| Shares Counted Under Guidelines (Carlin) | 5,929; equates to ~6.5× the annual stock retainer value |
- Hedging/pledging: Directors and executive officers are prohibited from pledging or hedging THG securities per policy and best practices; Insider Trading Policy filed with the 10-K .
Governance Assessment
- Strengths: Independent Audit Committee leadership; robust committee cadence (13 meetings), executive sessions, and comprehensive risk oversight including cybersecurity; strong stock ownership guidelines and compliance; prohibition of hedging/pledging; independent Chair structure enhances oversight .
- Compensation alignment: Director pay split between cash and equity retainers (Carlin: $141,076 cash; $149,924 equity), aligning incentives with shareholder value via annual stock retainer without performance gaming risk .
- Attendance and engagement: Meets ≥75% attendance expectation; Board and CID executive sessions support independent challenge .
- Conflicts and related-party exposure: No related-person transactions reported; potential perception risk due to trustee roles at iShares with BlackRock as a major holder, but no transactional ties or payments disclosed; independence affirmed by the Board .
- Shareholder signals: Say-on-pay approvals have exceeded 95% annually since 2011, indicating broad support for THG’s compensation governance framework (contextual governance credibility) .
RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or director option repricing. Monitor potential interlock perception with BlackRock/iShares given BlackRock’s ownership stake, though current proxy reports no related-party transactions and affirms independence .