CEO John C. Roche received total compensation of approximately $10.5 million in 2025, which is broadly in line with benchmarks for a CEO at a financial services company of THG's approximately $6.2 billion market cap, and does not appear to exceed the 20% individual threshold that would trigger a vote against. The pay structure is well-designed, with variable compensation (short-term bonus plus long-term equity awards) comprising roughly 89% of total pay, far exceeding the 50-60% minimum required by this policy; base salary is only about 11% of the total, well below the 40% fixed-pay ceiling. The pay-for-performance alignment is sound: the company delivered strong 2025 financial results including net income of $662.5 million and a 91.6% combined ratio, long-term performance stock awards paid out at 100% and 150% of target reflecting genuine operational achievement, and shareholders have overwhelmingly approved executive pay in every year since 2011 with more than 95% support, indicating no prior-year engagement concern.

PricewaterhouseCoopers has served as THG's auditor since 1995 for the current company and since 1991 for a predecessor — a relationship of approximately 35 years, which clearly exceeds the 25-year tenure threshold that triggers a vote against under this policy. The non-audit fee ratio is well within acceptable limits (non-audit fees of roughly $169,000 represent only about 5% of audit fees of approximately $3.5 million, far below the 50% threshold). However, the exceptionally long auditor relationship raises legitimate concerns about whether the auditor maintains sufficient independence and willingness to challenge management, and the proxy's rationale for continued engagement does not provide a sufficiently compelling case to override the tenure trigger.