Joseph R. Ramrath
HANOVER INSURANCE GROUPAbout Joseph R. Ramrath
Independent director of The Hanover Insurance Group (THG), age 68, serving on the Board since 2004 and currently Chair of the Nominating and Corporate Governance Committee (NCGC). He is Senior Advisor and co‑founder of Colchester Partners LLC, and previously served as EVP & Chief Legal Officer at United Asset Management (Old Mutual plc), SVP/General Counsel/Secretary at United Asset Management Corporation, a partner at Hill & Barlow, and a certified public accountant at Arthur Andersen & Co. His core credentials span accounting, finance and legal, with prior experience on boards of publicly traded companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colchester Partners LLC | Senior Managing Director (to Dec 2023); Senior Advisor | Co‑founded in 2002; Senior MD until Dec 2023; Senior Advisor thereafter | Investment banking/strategic advisory; advisor to investment advisory companies |
| United Asset Management (Old Mutual plc) | EVP & Chief Legal Officer | 2000–2002 | Legal oversight in international financial services |
| United Asset Management Corporation | SVP, General Counsel & Secretary | 1996–2000 | Corporate governance and legal leadership |
| Hill & Barlow | Partner | Earlier career | Corporate/financial legal practice |
| Arthur Andersen & Co. | Certified Public Accountant | Earlier career | Accounting and audit expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Colchester Partners LLC | Senior Advisor | Current | Co‑founder; transitioned from Senior Managing Director in Dec 2023 |
| Public company boards | Director | Prior | Experience noted but specific companies not listed in THG proxy bio |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; member, Committee of Independent Directors (CID comprises all independent directors) .
- Independence: Board determined all directors/nominees except the CEO are independent; Ramrath is independent under NYSE and THG guidelines .
- Attendance/engagement: Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the prior annual meeting .
- NCGC activity: Committee met 6 times in 2024; oversees director nominations, evaluation, governance policies, sustainability monitoring, and shareholder rights .
- Director election signal (May 13, 2025): Ramrath received 29,908,640 For, 832,304 Against, 23,572 Abstain; higher “Against” than other nominees, while still re‑elected .
Fixed Compensation
- Program structure (2024/2025 cycle): Annual director stock retainer $150,000; cash retainer $105,000; Chair of the Board $125,000; NCGC Chair $21,000; NCGC member $10,000; CHCC Chair $25,000; Audit Chair $36,000; Audit member $15,000; CHCC member $11,000 .
- Director compensation (paid in 2024):
| Name | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) | |---|---:|---:|---:|---:| | Joseph R. Ramrath | 126,076 | 149,924 | 5,000 | 281,000 | - Prior cycle (paid in 2023) for context: Cash $126,094; Stock $149,906; All Other $5,000; Total $281,000 .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is an annual stock retainer without performance conditions. No stock options or unvested stock-based awards held by non-employee directors as of Dec 31, 2024 . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed in THG proxy bio . |
| Prior public company boards | Experience noted but companies not specified . |
| Interlocks/conflicts | No related‑person transactions reported; Audit Committee reviews any such transactions under a written policy with a $100,000 threshold; none to report . |
| Time commitment policy | Directors not in executive roles should serve on no more than three other public boards; all directors are in compliance . |
Expertise & Qualifications
- Accounting/finance and legal/regulatory expertise; CPA background and former General Counsel/Chief Legal Officer roles .
- Corporate governance and board evaluation leadership as NCGC Chair; oversight of nominations, sustainability, and shareholder rights .
- Investment banking/strategic advisory experience as co‑founder/senior leader of Colchester Partners LLC .
Equity Ownership
| Metric | Mar 8, 2024 | Mar 12, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 30,891 (shared voting/investment power with spouse) | 32,010 (shared voting/investment power with spouse) |
| Ownership guidelines multiple (of $150,000 stock retainer) | 26.9x | 34.9x |
| Pledging/hedging | Prohibited for directors; company Insider Trading Policy and ownership policies bar pledging/hedging | |
| Unvested equity/options (director) | None for non‑employee directors as of Dec 31, 2024 |
Governance Assessment
- Strengths: Long-tenured independent director with deep accounting/legal credentials; chairs NCGC and leads board refreshment, evaluations, and governance; strong ownership alignment well above guideline (34.9x of stock retainer) and compliance with anti‑pledging/hedging policies; no related‑party transactions reported .
- Watchpoints: Elevated “Against” votes versus peers in 2025 director election (832,304 Against) could indicate pockets of shareholder concern despite re‑election; tenure dating to 2004 merits ongoing refreshment scrutiny, which the Board addresses via a formal evaluation and refresh process .
- Broader signals: Say‑on‑pay support remained strong in 2025 (29,963,578 For; 764,483 Against; 36,455 Abstain), suggesting overall investor confidence in compensation governance; the Board continues declassification and holds executive sessions of independent directors at each scheduled meeting .