Kathleen S. Lane
HANOVER INSURANCE GROUPAbout Kathleen S. Lane
Kathleen S. Lane (age 67) is an independent director of The Hanover Insurance Group, Inc. (THG) since 2018, currently serving on the Nominating and Corporate Governance Committee (NCGC) and the Committee of Independent Directors (CID). She is a seasoned technology executive and former CIO across multiple global companies; her current THG term expires in 2027 under the Board’s declassification transition. Independence is affirmed by the Board; all directors except the CEO are independent, and all directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TJX Companies, Inc. | Executive Vice President & Chief Information Officer | 2008–2013 | Led enterprise IT, security and operations modernization. |
| National Grid plc | Group Chief Information Officer | 2006–2008 | Oversaw utility-scale IT transformation and risk management. |
| The Gillette Company | Chief Information Officer | Not disclosed | Consumer products IT leadership. |
| GE Oil & Gas | Chief Information Officer | Not disclosed | Industrial systems and operations technology oversight. |
| GE Vendor Financial Services | Chief Information Officer | Not disclosed | Financial services IT governance. |
| Pepsi Cola International | Director, Technology Services | Not disclosed | Global tech services leadership. |
| Procter & Gamble | Early career | Not disclosed | Foundation in operations/technology. |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camping World Holdings, Inc. | Director | Since March 2024 | Public retailer; no disclosed committee assignments in THG proxy. |
| Armstrong Flooring, Inc. | Director | 2016–2022 | Public producer of flooring products. |
| Bob Evans Farms, Inc. | Director | 2014–2018 | Public restaurant/operator; prior role disclosed in earlier THG proxy. |
Board Governance
- Committee assignments: NCGC member and CID member; not a chair.
- Independence: Board determined Lane is independent; only the CEO is non-independent.
- Attendance: Board held five meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings. CID met 8 times; NCGC met 6 times.
- Board leadership: Separate Chair and CEO; Chair presides over executive sessions of non-management directors.
- Related-party and conflicts: THG reports no transactions with related persons.
- Outside commitments policy: Directors should serve on no more than three other public company boards (non-CEOs); all directors are in compliance.
Fixed Compensation
| Component | 2024/2025 Annual Cycle Amount | Notes |
|---|---|---|
| Annual Director Retainer – Stock | $150,000 | Issued under 2022 Plan. |
| Annual Director Retainer – Cash | $105,000 | Convertible to stock at director election. |
| Committee Member Retainer – NCGC | $10,000 | Lane is an NCGC member. |
| Aggregate cap per director (equity+cash) | $750,000 | 2022 Plan limit. |
| Deferral option | Available | Cash/stock compensation may be deferred; accrues interest at GATT rate. |
Lane’s actual 2024 director compensation paid (2024/2025 cycle):
| Name | Fees Earned in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Kathleen S. Lane | 115,076 | 149,924 | — | 265,000 |
| Footnotes | Grant-date fair value under ASC 718 | Portion deferred at director’s election | ||
Performance Compensation
Directors at THG do not receive performance-based pay; compensation is retainer-based with equity grants and committee fees. For pay-for-performance context, THG ties executive incentives to specific financial and TSR metrics (useful for governance signal assessment):
Short-Term Incentive Program (STIP) 2024 performance vs. targets:
| Metric | Target | Actual | Payout Component |
|---|---|---|---|
| Pre-Tax Operating Income ($mm) | 461 | 650.1 | 175% of target component |
| Ex-Cat Operating Income ($mm) | 874 | 1,026.0 | 187% of target component |
| Strategic Objectives | Programmed (0–200%) | Achieved at 115% | Committee-certified |
| Final STIP Funding | 150% of target (discretion) | ||
Long-Term Incentive PBRSU outcomes (three-year periods ended):
| LT Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| 3-yr Relative TSR Percentile | 43rd | 36th | 23rd |
| PBRSU Payout (% of target) | 86.96% | 72.73% | 25.00% |
| Average Adjusted Operating ROE (3-yr) | 12.0% | 11.1% | 11.5% | | PBRSU Payout (% of target) | 130.0% | 112.0% | 125.0% |
PBRSU schedules for current cycles:
- RTSR PBRSU payout scale: <25th pct 0%; 25th 50%; 50th 100%; ≥75th 150%; negative TSR caps payout at 100%.
- ROE PBRSU payout scale: <6% 0%; 6% 50%; 10% 100%; ≥13% 150%.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Camping World Holdings, Inc. (since March 2024). |
| Prior public boards | Armstrong Flooring, Inc. (2016–2022); Bob Evans Farms, Inc. (2014–2018). |
| Potential interlocks/conflicts | None disclosed with THG customers/suppliers; THG reported no related-person transactions. |
| Outside time commitment compliance | THG policy limits; all directors in compliance. |
Expertise & Qualifications
- Senior CIO experience across retail (TJX), utilities (National Grid), industrial (GE Oil & Gas), consumer products (Gillette), and financial services (GE Vendor Financial), bringing technology, cybersecurity, and operational oversight expertise to THG’s Board.
- Governance experience through prior and current public company boards; aligned with NCGC’s sustainability and governance oversight charter.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares (3/12/2025) | 1,926 | Sole voting/investment power; excludes deferred shares in Rabbi Trust. |
| Deferred shares in Rabbi Trust | 3,852 | Excluded from beneficial ownership; trustee votes. |
| Shares counted under director ownership guidelines | 5,778 | Used for compliance multiple calculation. |
| Ownership multiple vs. annual stock retainer ($150k) | 6.3x | Directors required to achieve 4x within 4 years; Lane exceeds. |
| Options/unvested awards (as of 12/31/2024) | None | Non-employee directors held no stock options or other unvested stock-based awards. |
| Pledging/Hedging | Prohibited | Insider Trading Policy and governance practices. |
Insider trades (recent):
| Date | Transaction | Shares | Price | Resulting direct holdings |
|---|---|---|---|---|
| 2024-08-21 | Sale (Form 4) | 1,884 | $134.23 | Reported as 0 direct shares post-sale; deferred shares remained. |
Note: The 2025 proxy subsequently reports 1,926 beneficially owned shares as of March 12, 2025 while separately excluding 3,852 deferred shares, indicating post-transaction changes (e.g., director stock grants or elections).
Governance Assessment
- Board effectiveness: Lane strengthens THG’s oversight in technology and information security amid rising cyber risk; NCGC’s charter includes governance, sustainability, and CEO evaluation support.
- Independence and attendance: Independence affirmed; strong attendance; separate Chair/CEO structure with regular executive sessions supports robust oversight.
- Ownership alignment: Lane exceeds stock ownership guidelines (6.3x vs. 4x requirement) and has no options/unvested awards or pledging/hedging, aligning interests with shareholders.
- Compensation structure: Director pay uses cash and annual stock retainer with committee fees; deferral option exists; no performance-linked director pay—reduces pay-for-performance controversy for directors.
- Conflicts/related-party exposure: No related-person transactions reported; outside board service within THG’s time-commitment policy; minimal interlock risk.
- Signals/Red Flags: One insider sale in Aug 2024, followed by reported beneficial holdings in 2025 proxy (likely from director equity grants/deferrals); no pledging/hedging; no related-party transactions; attendance above threshold—low governance red-flag profile.