Kevin J. Bradicich
HANOVER INSURANCE GROUPAbout Kevin J. Bradicich
Independent director of The Hanover Insurance Group (THG), age 67, serving since 2018; nominated for a one‑year term ending at the 2026 annual meeting as part of THG’s staged declassification of the Board . Former Senior Partner at McKinsey & Company with 25 years advising insurance boards and executives; expertise includes leading McKinsey’s North American P&C Insurance Practice and serving in the Global Insurance Practice leadership . Determined independent by the Board under NYSE standards; no family relationships with executives/directors . All incumbent directors met at least 75% attendance at Board and committee meetings in 2024; the Board held five meetings and convenes regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; previously Manager, Principal, Director | 1983–2017 | Led North American P&C Insurance Practice; core member of Global Insurance Practice leadership; advised boards/senior executives at global insurers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Bradicich in THG’s proxy |
Board Governance
- Committee assignments: Compensation and Human Capital Committee (member); Committee of Independent Directors (member) .
- Independence: Board determined all directors and nominees are independent except the CEO; Mr. Bradicich is independent under NYSE standards .
- Attendance and engagement: Board met 5 times in 2024; all incumbent directors attended ≥75% of Board and relevant committee meetings; Board and committees regularly hold executive sessions without management .
- Committee activity: CHCC met 7 times; CID met 8 times in 2024, reflecting active oversight cadence .
- Tenure and refresh: Director since 2018; Board is transitioning to annual terms with full declassification in 2027 .
- Time commitments policy: Directors may serve on no more than three other public company boards (or one if an active CEO); all directors are in compliance .
Fixed Compensation
- Director compensation structure (2024/2025 cycle): annual stock retainer $150,000; annual cash retainer $105,000; committee member retainers—CHCC $11,000, NCGC $10,000, Audit $15,000; committee chair retainers—CHCC $25,000, NCGC $21,000, Audit $36,000; Board Chair $125,000; no changes vs 2023/2024 cycle .
| Component | Amount (USD) |
|---|---|
| Annual Cash Fees (paid 2024) | $116,076 |
| Annual Stock Awards (grant-date fair value) | $149,924 |
| Total Director Compensation (paid 2024) | $266,000 |
- Notes: Stock awards reflect grant‑date fair value of annual stock retainer; none of the non‑employee directors held stock options or unvested stock‑based awards as of 12/31/2024 .
Performance Compensation
- Not applicable. THG’s non‑employee directors receive fixed retainers (cash and annual stock); the proxy discloses no option grants, PSUs, or performance‑conditioned equity for directors, and none held options or unvested stock‑based awards at year‑end 2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks / Potential Conflicts |
|---|---|---|---|
| — | — | — | No other public company boards disclosed; no related‑party transactions reported involving Mr. Bradicich |
Expertise & Qualifications
- 25+ years advising global insurance carriers on strategy, operations, and governance; led P&C practice at McKinsey; deep board‑level advisory experience to insurance executives .
- Board’s collective competency matrix includes insurance underwriting/distribution, risk management, finance/accounting, technology and AI/big data; Mr. Bradicich’s profile contributes to P&C insurance and governance competencies .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 8,272 (sole voting/investment power unless noted) |
| Ownership as % of shares outstanding | <1% |
| Shares counted under director ownership guidelines | 8,272 |
| Compliance vs guideline (≥4× annual stock retainer within 4 years) | In compliance; ownership valued at 9.0× the $150,000 annual stock retainer |
| Hedging/pledging | Prohibited for directors under THG policy |
| Deferred shares | Rabbi Trust mechanics disclosed; no specific deferrals noted for Mr. Bradicich |
Governance Assessment
- Effectiveness signals: Independent director with relevant industry expertise; active CHCC and CID participation; strong attendance record; director ownership well above guideline multiple (9× stock retainer), supporting alignment with shareholders .
- Compensation governance: CHCC uses independent consultant (CAP) and market data to set director pay; pay levels unchanged in 2024/2025, indicating stability; robust clawbacks for executives and prohibition on hedging/pledging bolster governance culture (Board‑wide) .
- Conflicts/related parties: THG reports no related‑party transactions; Board applies stringent $100,000 threshold and Audit Committee review process; no red flags identified for Mr. Bradicich .
- Shareholder rights: Board declassification underway; until 2027 director removal is “for cause” per Charter, which the Board interprets consistent with Delaware law—an important governance disclosure for investors assessing accountability .
- RED FLAGS: None observed specific to Mr. Bradicich—no pledging/hedging, no related‑party transactions, no excessive director pay, and independence affirmed .