UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ☒

Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

THE HANOVER INSURANCE GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

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Shaping the Future 2020

The Hanover Insurance Group® Notice of Annual Meeting and Proxy Statement ANNUAL MEET INGMEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 20209, 2023

THE HANOVER INSURANCE GROUP, INC.

440 Lincoln Street

Worcester, Massachusetts 01653

March 27, 202024, 2023

TO OUR FELLOW SHAREHOLDERS:

You are cordially invited to attend the Annual Meeting of Shareholders of The Hanover Insurance Group, Inc. to be held on Tuesday, May 12, 2020,9, 2023, at 9:00 a.m. Eastern time, at the Company’s headquarters in Worcester, Massachusetts. While we intend to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness. If we determine that holding an in-person Annual Meeting could pose a risk to the health and safety of our shareholders, employees, and directors, or if we are otherwise required by state, local or other authorities to limit physical attendance and/or access to the meeting site, the Company may decide to hold the Annual Meeting solely by means of remote communication. Please see the notice on the following page for additional information.

The accompanying Notice and Proxy Statement describe in detail the matters to be acted on at the Annual Meeting. This Proxy Statement also describes the corporate governance policies and practices that fosterguide the Board’s effective oversight of the Company’s business, risks, conduct, and conductenvironmental, social and governance considerations for the long-term benefit of our stakeholders. The Board, on behalf of our shareholders, is actively engaged in the governance, audit, compensation and compensationother matters addressed in this Proxy Statement.

Your vote is important to us. We hope you will vote as soon as possible. Please review the instructions concerning each of your voting options described in the accompanyingthis Proxy Statement. Your cooperation will assure that your shares are voted and will also greatly assist us in preparing for the Annual Meeting.

On behalf of the Board of Directors, the executive leadership team and all our employees, we would like to thank you for your investment and continued support of The Hanover Insurance Group.

Sincerely,

THE HANOVER INSURANCE GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 20209, 2023

To the Shareholders of The Hanover Insurance Group, Inc.:

Set forth below are details regarding the 20202023 Annual Meeting of Shareholders of The Hanover Insurance Group, Inc.:

LOCATION: Our principal executive office and corporate headquarters, 440 Lincoln Street, Worcester, Massachusetts 01653*01653

DATE AND TIME: Tuesday, May 12, 2020,9, 2023, at 9:00 a.m. Eastern time

ITEMS OF BUSINESS: 1.  The election of fourthree individuals to the Board of Directors; 2.  Approval of the 2023 Employee Stock Purchase Plan; 3.  The advisory approval of the Company's executive compensation; 3.4.  Advisory vote on the frequency of holding an advisory vote on executive compensation; 5. The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent, registered public accounting firm for 2020;2023; and 4.6.  Such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE: The Board of Directors has fixed March 16, 202017, 2023 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

T

By Order of the Board of Directors,

CHARLES F. CRONIN

Senior Vice President and Secretary

Worcester, Massachusetts

March 27, 202024, 2023

* While we intend

Your vote is important. Whether or not you plan to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness. If we determine that holding an in-person Annual Meeting could pose a risk to the health and safety of our shareholders, employees, and directors, or if we are otherwise required by state, local or other authorities to limit physical attendance and/or access to the meeting site, the Company may decide to holdattend the Annual Meeting, solely by means of remote communication. Inyou are requested to vote your shares. Please follow the event we decide to holdvoting instructions set forth in the Proxy Statement. If you attend the Annual Meeting solely by remote communication, we will announce that determination in advance as promptly as practicable, and details on howdesire to participatewithdraw your proxy and demonstrate your ownership as ofvote at the record date will be issued by press release, posted on both our website (www.hanover.com) and our proxy hosting website (www.proxydocs.com/THG) and filed with the U.S. Securities and Exchange Commission as additional proxy material. As always, we encouragemeeting, you to vote your shares prior to the Annual Meeting.may do so.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, you are requested to vote your shares. Please follow the voting instructions set forth in the Proxy Statement. If you attend the Annual Meeting and desire to withdraw your proxy and vote at the meeting, you may do so.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 12, 2020:9, 2023: The Proxy Statement and Annual Report to Shareholders are available at www.proxydocs.com/THG.

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY STATEMENTSTATEMENT SUMMARY

This summary provides highlights some of the important information contained elsewhere in our Proxy Statement. It does not contain all of the information you should consider. We encourage you to read the entire Proxy Statement before voting.

GENERAL INFORMATION (see pages 1-5) 1 – 6)Meeting: Annual Meeting of Shareholders Date: Tuesday, May 12, 2020 9, 2023 Time: 9:00 a.m., Eastern time Location: 440 Lincoln Street, Worcester, MA 01653* 01653 Record Date: March 16, 2020 17, 2023 Common Stock Outstanding: 38,169,806 35,720,687 shares Voting:Voting: One vote per share of Common Stock Registrar & Transfer Agent: Computershare Limited Corporate Website:www.hanover.comInvestor Relations:www.hanover.com – under “Investors” Annual Report:www.hanover.com – under “Investors – Annual Reports” reports” Corporate Responsibility Website: www.hanover.com – under “About Us“Why The Hanover – Corporate Responsibility” Our corporate commitment” EXECUTIVE COMPENSATION (see(see pages 22-53) 201930 – 62) 2022 Company Performance Highlights: Net income of $425.1$116.0 million Stock price appreciated 17%Combined ratio of 99.8% Net premiums written increased 9.7% Increased ordinary quarterly dividend by 8% and declared $2.50 special dividend Net premium written increased 4.5% Repurchased 4.2 million shares of our Common Stock for approximately $563.6 million Principal Components of Executive Compensation: Annual base salary Short-term incentive compcomp. Long-term incentive comp comp. Significant Compensation Practices: Multi-year vesting for long-term awards Significant stock ownership requirements for directors/executive officers “Double trigger” for change in control benefits under the Employment Continuity Plan Clawback policy Prohibition on pledging/hedging Company stock Limited perquisites Cap on payouts under variable incentive compensation programs No “280G tax gross ups” for new participants in the Employment Continuity Planpayments to executive officers History of not re-pricing stock options CORPORATE GOVERNANCE (see pages 6-17) 7 – 21)Director Nominees:Nominees: (each for a three-year term expiring in 2023)2026) Francisco A. Aristeguieta – Independent; Jane D. Carlin – Independent; Daniel T. Henry – Independent; Wendell J. Knox – Independent; and Kathleen S. LaneElizabeth A. Ward – Independent. Director Election Standard: Majority of votes cast Current Board Composition: 1213 members (11(12 independent) Board Meetings in 2019: 62022: 5 Standing Board Committees (Meetings in 2019)2022): Committee of Independent Directors (6)(5); Audit (16)(13); Compensation and Human Capital (7); Nominating and Corporate Governance (8) Board Leadership: Separate CEO and Chair Board Communications: Mail: The Hanover Insurance Group, Inc. Board of Directors, Attn: Corporate Secretary 440 Lincoln Street, Worcester, MA 01653 Web: www.HanoverAlertLine.com Phone: 1-800-533-2547 Code of Conduct:www.hanover.com under “About Us-Corporate Governance—“Why The Hanover—Our governance—Company Policies—policies—Code of Conduct” conduct policy” MATTERS TO BE VOTED ON Agenda Item Board Recommendation See Pages Page(s) 1. Election of fourthree director nominees FOReach nominee 1822 2. Approval of the 2023 Employee Stock Purchase Plan FOR 23-25 3. Advisory vote on executive compensation FOR 19 3.26 4. Advisory vote on the frequency of holding an advisory vote on executive compensation Every ONE Year 27 5. Ratification of the appointment of PwC as our independent, registered public accounting firm for 2020 2023 FOR 20-21 28-29

* While we intend to hold our Annual Meeting in person, we are monitoring the public health impact of the novel coronavirus outbreak and the COVID-19 illness and may decide to hold the Annual Meeting solely by means of remote communication. Please see the notice preceding the table of contents for additional information.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENTi

PROXY STATEMENT

We have made these proxy materials available to you on or about March 27, 202024, 2023 via the Internet or, at your request, forwarded paper copies by mail, in connection with the solicitation of proxies by the Board of Directors (the “Board”) of The Hanover Insurance Group, Inc. (“THG” or the “Company”) for use at our Annual Meeting of Shareholders to be held on May 12, 20209, 2023 (the “Annual Meeting” or “Meeting”). In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have provided access to our proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a paper copy of the proxy materials unless you request one. The Notice instructs you on how to access the proxy materials via the Internet. The Notice also instructs you on how to vote your shares via the Internet. If you received a Notice by mail and would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND THE ANNUAL MEETING

What is included in these proxy materials? These proxy materials include our Proxy Statement for the Annual Meeting and our Annual Report to Shareholders for the fiscal year ended December 31, 20192022 (the “Annual Report”), including our financial statements and the report of PricewaterhouseCoopers LLP (“PwC”) thereon. The Annual Report is neither a part of this Proxy Statement nor incorporated herein by reference. If you requested a paper copy of these materials by mail, these materials also include the proxy card for submitting your vote prior to the Annual Meeting.

What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act on the following matters:

Any other business that properly comes before the Annual Meeting also will be considered. In addition, management and the Board will respond to questions from shareholders.

Who is entitled to vote at the Annual Meeting? Only shareholders of record at the close of business on March 16, 202017, 2023 (the “Record Date”) are entitled to vote at the Meeting.

What are the voting rights of the holders of the Company’s common stock? Each share of THG’s common stock, par value $0.01 per share (the “Common Stock”), entitles its holder to one vote.

Who is soliciting my vote? The Board is soliciting your vote at the Annual Meeting. Proxies also may be solicited on the Board’s behalf by directors, officers or employees of the Company, in person or by telephone, mail, the Internet, or electronic or facsimile transmission. The Company will pay the cost of soliciting proxies on the Board’s behalf, including reimbursing banks, brokerage firms and others for the reasonable expenses incurred by them for forwarding proxy material on behalf of the Board to beneficial owners of Common Stock.

How does the Board recommend that I vote? Our Board recommends you vote your shares “FOR” the election of each Board nominee, tofor every “ONE” year for the Boardfrequency of holding advisory votes on executive compensation, and “FOR” each of the other proposals specifically identified in this Proxy Statement for action at the Annual Meeting.

How many shares are entitled to vote at the Annual Meeting? As of the Record Date, 38,169,80635,720,687 shares of Common Stock were issued, outstanding and entitled to be voted.

How many shares must be present to hold the Annual Meeting? A quorum (a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting)Meeting must be present either in person or by proxy.proxy to constitute a quorum. Abstentions will be treated as present at the Annual Meeting for the purpose of determining a quorum and, because brokers have the discretionary authority to vote on one proposal (the ratification of auditors), broker non-votes also will be treated as present at the Annual Meeting for the purpose of determining a quorum. A “broker non-vote” occurs when a broker holding shares for a beneficial owner returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on any matter specifically identified for action at the Annual Meeting other than the ratification of the appointment of PwC to serve as the Company’s independent, registered public accounting firm for 2020.2023.

How do I vote? You may either participate inattend and vote at the Annual Meeting, or vote by proxy without attending the Meeting.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT1

How do I vote by proxy? If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and such brokerage firm or nominee will forward the Notice and/or a printed copy of the proxy materials to you, together with voting instructions. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote.

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     1

If you are a registered shareholder (that is, if you hold stock certificates directly in your name), you may vote via the Internet in accordance with the instructions set forth in the Notice. If you have requested a paper copy of the proxy materials, you may vote by mail, via the Internet, or via the toll-free number in accordance with the instructions set forth on the proxy card. The shares of Common Stock represented by your proxy will be voted as you directed or, if the proxy card is signed, dated and returned without instructions, in accordance with the Board’s recommendations as set forth in this Proxy Statement.

The proxy also confers discretionary authority with respect to any other proposals that may properly be brought before the Annual Meeting. As of the date of this Proxy Statement, neither the Board nor management is aware of any other matters to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, then the proxies solicited hereby will be voted in accordance with the recommendations of the Board.

Can I change my vote after I submit my proxy? Yes. Any registered shareholder giving a proxy may revoke it at any time before it is exercised by delivering written notice thereof to the Company’s Corporate Secretary, The Hanover Insurance Group, Inc., 440 Lincoln Street, Worcester, MA 01653. If you are a beneficial owner of shares held in street name, you may revoke or change your voting instructions prior to the Meeting by timely instructing your broker, trustee or nominee. Any shareholder of record participating inattending the Annual Meeting may vote in person at the Meeting regardless of whether the shareholder previously delivered a proxy. Shares held beneficially in street name by holders participatingmay be voted in the Annual Meeting may only voteperson at the meetingMeeting only if you obtain and bring or present to the Meeting a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. ParticipationAttendance at the Annual Meeting by a shareholder who has submitted a proxy, however, does not in itself revoke a submitted proxy.

What vote is required to approve each item, and how are abstentions and broker non-votes treated?

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT2

What happens if a director nominee is not elected at the Annual Meeting? If a nominee who is currently serving as a director is not re-elected at the Annual Meeting, then, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any director who is nominated but fails to be re-elected is required to promptly tender his or her resignation to the Board, effective at the end of his or her current term. The Nominating and Corporate Governance Committee (the “NCGC”) will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In making their determinations, the NCGC and the Board may consider any factors deemed relevant. The Board will act on the NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not vote on the NCGC’s recommendation or the Board’s decision.

How do participants in The Hanover Insurance Group Employee Stock Purchase Plan (the “ESPP”) vote their shares?
ESPP participants who retain their issued shares are considered to hold such shares in “street name” in a brokerage account. Such shares may be voted like other “street name” holders. The brokerage firm or nominee will forward ESPP participants the Notice and/or a printed copy of the proxy materials, together with voting instructions. ESPP participants’ voting instructions are kept confidential by the administrator of the ESPP.

Who can attend the Annual Meeting? The Meeting is open to all THG shareholders of record as of the Record Date and to invited guests of the Board. Individuals who hold shares in “street name” may be required to provide a brokerage account statement or some other proof of their share ownership as of the Record Date.

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COMPANY STOCKSTOCK OWNERSHIP

Stock Ownership by the Company’s Directors and Executive Officers

The following table sets forth information regarding the number of shares of Common Stock beneficially owned as of March 13, 202010, 2023 by (i) each director (and director nominee) of THG, (ii) the named executive officers (the “NEOs”) in the Summary Compensation Table appearing later in this Proxy Statement, and (iii) all current directors and executive officers of THG, as a group. This information has been furnished by the persons listed in the table.

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Stock Ownership Guidelines for Named Executive Officers and Directors

Named Executive Officers

Within 18 months of becoming subject to our stock ownership guidelines, each NEO, and each of our other executive officers (as well as certain other senior officers designated by the CEO) should achieve an ownership level in our Common Stock with a value equal to one times his or her base salary. Within three years of becoming subject to these guidelines, each NEO (as well as each executive officer) should achieve and maintain an ownership level with a value equal to at least two to four times his or her base salary (four to six times base salary for the CEO and one to two times base salary for other senior officers)CEO). The guidelines credit shares held outright by the officer and by immediate family members residing in the same household, whether held individually or jointly by the officer or the immediate family member, unvested restricted stock, restricted stock units, performance-based restricted stock units (measured at target), shares held in estate planning vehicles of the officer, and any shares that have been earned but the payment of which has been deferred. Regardless of their vesting status, shares subject to unexercised stock options are not counted when determining ownership under the guidelines. For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition.

Each of our current NEOs is in compliance with the guidelines. Set forth below is a table that indicates, as of March 13, 2020,10, 2023, each current NEO’s share ownership as a multiple of his current base salary rate. Such figures are calculated in accordance with our stock ownership guidelines, and the multiple presented below has been determined based upon the current market value ($103.03129.61 per share, the closing price of our Common Stock on March 13, 2020)10, 2023), or if higher, the value of the shares on the date of acquisition.

Board of Directors

Within four years from the date of first being elected to the Board, each non-employee director should achieve an ownership level in our Common Stock with a value equal to four times the value of the regular annual stock retainer paid to directors for service on the Board. This requirement can be satisfied by purchases in the open market or by holding grants received from the Company (including share grants that the director has elected to defer under Company-sponsored deferred compensation programs). The guidelines credit directors for shares held outright by the director and by his or her immediatelyimmediate family members residing in the same household, whether held individually or jointly by the director or the immediate family member.member, and shares held in estate planning vehicles of the director. For these purposes, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition.

Each of our non-employee directors is in compliance with our stock ownership guidelines or is expected to become compliant within the prescribed time following his or her initial election to the Board. Set forth below is a table that indicates, as of March 13, 2020,10, 2023, each director’s share ownership as a multiple of the value of the current annual stock retainer ($135,000). Such figures are calculated in accordance with our stock ownership guidelines, and the multiple presented below has been determined based upon the current market value ($103.03129.61 per share, the closing price of our Common Stock on March 13, 2020)10, 2023), or if higher, the value of the shares on the date of acquisition.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     45

Largest Owners of thethe Company’s Stock

The following table lists the only persons who, to the best of the Company’s knowledge, are “beneficial owners” (as defined by SEC regulations) of more than five percent of the issued and outstanding shares of Common Stock as of March 13, 2020.10, 2023.

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CORPORATE GOVERNANCEGOVERNANCE

The Board has long been focused on and committed to responsible and effective corporate governance in order to promote sustainable, long-term shareholder value. The following sectionsection: (i) identifies our continuing directors and director nominees, highlights their qualifications, and provides a snapshot of Board expertise, diversity and tenure on an aggregate basis; (ii) describes the BoardBoard’s independence from management and its leadership structure,structure; (iii) outlines the standing Board committees and their responsibilitiesoversight responsibilities; and (iv) highlights certainother key aspects of our corporate governance.governance, including the Board’s oversight of key environmental, social and governance (“ESG”) topics.

The Board has adopted Corporate Governance Guidelines that can be found on the Company’s website at www.hanover.com under “About Us-Corporate Governance.“Why The Hanover - Our governance - Corporate governance guidelines.” For a printed copy of the guidelines, shareholders should contact the Company’s Corporate Secretary, The Hanover Insurance Group, Inc., 440 Lincoln Street, Worcester, MA 01653. Information on our website is not part of, or incorporated into, this Proxy Statement.

There are fourthree nominees for election to the Board this year.  Mr. Aristeguieta and Mses. Carlin and Lane, and Messrs. Henry and KnoxWard are each being nominated to serve for a three-year term expiring in 2023. Citing personal reasons, on February 21, 2020, Mr. Price notified the Board of his intention to resign from the Board, effective at the Annual Meeting.

Each Board member and nominee2026. Ms. Carlin has served as a director since the last Annual Meeting, with the exception of2016.  Mr. Hughes,Aristeguieta, who was elected to the Board in February 2020. Mr. HughesJune 2022, and Ms. Ward who was elected to the Board in July 2022, were each identified as a potential director candidatecandidates and presented to the NominatingNCGC and Corporate Governance Committee (the “NCGC”)the Board by Mr. Roche, who knew of Mr. Hughes’s extensive experience as a leader of an international, independent insurance broker in the property and casualty industry. Once hethird-party recruiting firm, which was identified,engaged by the NCGC reviewedto assist the NCGC in (i) identifying director candidates that meet the Company’s Director Qualifications set forth below, (ii) coordinating interviews with those qualified candidates selected by the NCGC for further consideration, and (iii) completing the due diligence work of the NCGC, as needed.  Once identified as candidates, the NCGC evaluated Mr. Hughes’s qualificationsAristeguieta and Ms. Ward following the process described below under “Consideration of Director Nominees” on page 1317 and recommended his electionthat each be elected to the Board.

Mr. Knox and Ms. Taggart have, or will have by the Annual Meeting, reached the mandatory retirement age under the Company’s director retirement policy and, in accordance with the policy, will retire from the Board at the Annual Meeting. The Board has voted to reduce the size of the Board to 11 members, effective immediately following the Annual Meeting and the retirement of Mr. Knox and Ms. Taggart.

Information regarding the business experience and qualifications of each nominee and continuing director is provided below. Following the individual director descriptions, we have provided the current key competencies, diversity profile of the Board on an aggregate basis, and Board tenure and refreshment in the section titled “Board Profile and Diversity” beginning on page 11. For a description of the skill set that the Board seeks in a director and how the individual and collective director qualifications set forth below tie to the Board’s expectations, see “Director Qualifications” on page 13.17.

Director Nominees

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT7

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     6

Directors Continuing in Office

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THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT9

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     810

Board Profile and Diversity

The Board believes diversity among its members provides the Company a depth and breadth of insight, perspective and experience that are important to effective corporate governance and in addressing the complex challenges that the Company faces. To this end, the Board seeks members who represent a broad array of experiences and expertise in the context of the evolving needs of the Board.

The NCGC maintains a comprehensive skills and experience matrix for evaluating the background and skill set of the Board on both an individual director and collective basis. The matrix details key competencies, demographic information, and outside public company board, committee, committee chair and CEO experience. The NCGC tracks each director’s level of current and developing expertise across the key competencies in order for the Board to ensure that it can effectively oversee the long-term success of the Company and to align with the Company’s goal of being a premier property and casualty insurance company in the independent agency channel.  

On a collective basis, the Board has expertise in the following categories of key competencies:

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT11

On a collective basis, the demographic profile of all director nominees and directors continuing in office after the Annual Meeting is reflected below.

Independence 91% Independent (10 of 11 members) Racial/Ethnic Diversity 18% People of Color (2 of 11 members)

Gender Diversity 36% Female (4 of 11 members) Board Leadership Roles 50% Female Leadership in Board Chair and Committee Chair roles (2 of 4 roles)

The Board recognizes the importance of Board refreshment to provide fresh ideas and perspectives and strives to balance refreshment with the benefits of tenure, namely Company Board experience and continuity. Since the beginning of 2021 we have added three new directors, and three directors retired from the Board after reaching mandatory retirement age under our Board retirement policy (including the two directors who will retire effective at the Annual Meeting). For purposes of providing a current snapshot of the Board, all director nominees and directors continuing in office after the Annual Meeting are included in the Board tenure profile below.

Board Tenure 8+ years 9 Average Tenure: 4.8 years 55% 0-4 years 5-8 years 36%

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT12

Director Independence

Under the New York Stock Exchange (“NYSE”) rules,listing standards, a member of the Board only qualifies as “independent” if the Board affirmatively determines the director has no material relationship with the Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Company’s Corporate Governance Guidelines include standards to assist the Board in determining whether a director has a material relationship with the Company. The standards conform to the standards established by the NYSE. The portion of our Corporate Governance Guidelines addressing director independence is attached to this Proxy Statement as Appendix A.

Until his retirement on January 1, 2020, Mr. Hughes servedserves as executivenon-executive chairman of HUB, at which timeand he continued to serve as chairman, but he was no longer anis a former executive orand employee of HUB. We conduct regular business activities with HUB. Most significantly, HUB is one of the Company’s appointed agents, placing both commercial lines and personal lines business with us. The Board and the NCGC examined these relationships again in 2023, as well as those of Mr. Hughes’san immediate family member of Mr. Hughes who is a HUB executive, in light of the independence standards adopted by the NYSE and our Corporate Governance Guidelines and concluded that Mr. Hughes is independent under these standards. This conclusion was supported by the fact that the commission amounts paid to HUB did not exceed the relevant objective thresholds set forth in the applicable independence standards, Mr. Hughes is no longer an executive or employee of HUB, and because neither Mr. Hughes nor his family member are directly or indirectly involved in any transactions with the Company or any of its subsidiaries, nor will either of their compensation be directly or indirectly impacted by such transactions.

After review by and following the recommendation of the NCGC, the Board determined that every director and nominee for director is independent under the applicable standards, with the exception of Mr. Roche, who is the President and Chief Executive Officer of the Company.

There are no family relationships among any of the directors, director nominees or executive officers of the Company.

Related-Person Transactions

The Board has established a written procedure for the review, approval and/or ratification of “transactions with related persons” (as such term is defined by the SEC, provided that the dollar threshold for review and approval in our policy is $100,000, which is more stringent than the $120,000 threshold established by the SEC). Pursuant to such policy, any related-person transaction

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     9

must be presented to the Audit Committee for review, and the Audit Committee may approve, ratify or reject the transaction. In the event management determines that it is impractical to convene an Audit Committee meeting to consummate a particular transaction, the Chair of the Audit Committee (or the Independent Presiding Director, in the event the Chair of the Audit Committee or any of his or her immediate family members is the “related person”) has the authority to approve the transaction. The Chair of the Audit Committee, or Independent Presiding Director, as applicable, shall report to the Audit Committee at its next meeting any approval under this policy pursuant to this delegated authority. No member of the Audit Committee may participate in any approval or ratification of a transaction with respect to which such member or any of his or her immediate family members is the related person. In preparing the Company’s SEC filings and in determining whether a transaction is subject to this policy, the Company’s General Counsel is entitled to make the determination of whether a particular relationship constitutes a material interest by a related person. In evaluating a transaction with a related person, the Audit Committee shall consider all relevant facts and circumstances available to it and shall approve or ratify only those transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders, as it determines in good faith.

The Company employs the daughter of Ann K. Tripp, Executive Vice President, Chief Investment Officer and Treasurer and President, Opus Investment Management, Inc., who received compensation (salary and bonus) of approximately $130,000 in 2019. Ms. Tripp’s daughter does not report either directly or indirectly to Ms. Tripp, and Ms. Tripp was not involved in the recruiting or hiring of this family member, or in any decisions affecting her individual compensation. Her compensation was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions.

Although the approval of employment of a related person who works for the Company in the ordinary course of business and whose employment is consistent with the Company's policies and practices with respect to the employment of non-related persons in similar positions is not required under our policy, the Audit Committee reviewed and approved this employment relationship in 2019. The Company and the Board are unaware of any transactions that required approval under the related-person transaction policy in 2019.

The Related Person Transaction Policy can be found on the Company’s website at www.hanover.com under “About Us-Corporate Governance—“Why The Hanover—Our governance—Company Policies.policies—Related person transaction policy.” For a printed copy of the policy, shareholders should contact the Company’s Corporate Secretary.

Board Leadership Structure

We separate the roles of CEO and Chair of the Board in recognition of the differences between the two positions.

Leadership Structure

CEO Responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company Leadership Structure Chair of the Board Provides guidance to the CEO, sets the agenda for Board meetings and presides over shareholder meetings and meetings of the full Board

Leadership Structure CEO Responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company Chair of the Board Provides guidance to the CEO, sets the agenda for Board meetings and presides over shareholder meetings and meetings of the full Board

Additionally, we believe that separating the roles and having an independent Chair of the Board or a designated lead director is consistent with corporate governance best practices and better supports effective management oversight and risk management. We have separated these roles since 2002. While we believe these goals can be achieved without necessarily separating the CEO and Chair designations, we also take into consideration Mr. Condron’sMs. Egan’s demonstrated skill in leading our Board and counseling management.

Mr. Condron’sTHE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT13

Ms. Egan’s duties as Chair of the Board are determined by the Board and include presiding over Board and shareholder meetings and over executive sessions of non-management directors (including the Committee of Independent Directors). The Chair of the Board may also be appointed to any committee of the Board. Mr. Condron is a member of the NCGC.

On February 24, 2020, the Board elected Ms. Egan Vice Chair. In anticipation of Mr. Condron’s mandatory retirement from the Board in May 2021 in accordance with the Company’s director retirement policy, Ms. Egan was elected Vice Chair to assist in the Board’s orderly transition to a new independent Chair, with the expectation that she will be elected as Chair following Mr. Condron’s retirement. As Vice Chair, Ms. Egan helps facilitate the functioning of the Board by assuming the duties and responsibilities that may be assigned to her from time to time by the Chair or the full Board of Directors and, in the event Mr. Condron is not present at a meeting, assuming the duties of the Chair.

It is the Board’s practice that in advance of regularly scheduled Board and committee meetings, the Chair of the Board, each Board committee chair, and the CEO convene to discuss and set the agendas for the respective meetings, based principally on a

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review of an annual topical calendar, prior discussions among directors and current topics of interest or concern. It is Mr. Condron'sMs. Egan's practice to speak with each director following regularly scheduled Board meetings and to have other regular discussions with directors as heshe deems appropriate, to solicit ongoing feedback and reinforce inclusiveness and engagement. HeShe also typically meets individually with the CEO, chief financial officer,Chief Financial Officer, and general counselGeneral Counsel of the Company following each Board meeting and as heshe otherwise deems appropriate.

The Board generally convenes in executive session (i.e., with no members of management present) in connection with regularly scheduled Board meetings and at other times as deemed appropriate. In addition, the Board regularly meets with the Chief Executive OfficerCEO with no other members of management present. Directors have regular access to other members of senior management.

Board Meetings and Attendance

During 2019,2022, there were sixfive meetings of the full Board of Directors. In addition to formal Board and committee meetings held throughout the year, directors routinely engage in communications and interactions and convene informal telephonic or in-person meetings for discussion or planning purposes. The Board routinely convenes meetings at its headquarters in Worcester, Massachusetts, and periodically convenes meetings at other locations. In addition, Board and committee meetings are also held virtually through the use of videoconferencing technology.

AllFor meetings held in 2022, all of the incumbent directors attended at least 75% of the Board meetings and committee meetings held in 2019 whileof committees of which they were members. In addition, as provided in the Company’s Corporate Governance Guidelines, all continuing directors and director nominees are expected to attend the Annual Meeting. All the directors serving at the time were present at last year’s virtual annual meeting.

Board Committees

The standing committees of the Board consist of the Committee of Independent Directors (the “CID”), the Audit Committee, the Compensation and Human Capital Committee (the “C&HCC”), and the NCGC. Each committee is composed solely of directors determined by the Board to be independent. The responsibilities of each of the committees are set forth in their charters, which are reviewed annually. Committee charters are available on the Company’s website, www.hanover.com, under “About Us-Corporate Governance-Committee Charters.“Why The Hanover—Our governance—Committee charters.” For a printed copy of any committee charter, shareholders should contact the Company’s Corporate Secretary.

The current members of the committees of the Board are:

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Committee of Independent Directors

The CID, consisting of all the independent members of the Board, discharges such responsibilities as are referred to it from time to time by the Board or one of itsthe Board’s other committees. In particular, the CID is responsible for reviewing and approving the recommendations of the Compensation and Human Capital CommitteeC&HCC and the NCGC, as applicable, with respect to establishing performance criteria (goals and objectives) for our CEO, evaluating the CEO’s performance and approving CEO compensation. In addition to meeting the independence requirements under the NYSE regulations, each committee member participating in approving the CEO’s compensation must also meet the independence requirements under Section 16 (“Section 16”) of the Securities Exchange Act of 1934 (the “Exchange Act”). The independent members of the Board typically meet in executive session at every scheduled Board meeting and from time-to-time meet informally or by telephonic committee meetings.informally. Topics of discussion at executive sessions include, among other things: the Company’s strategy, annual business plan and progress; key risks and challenges

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     11

facing the Company; leadership development and succession; and other matters addressed during regular Board sessions with management.

Audit Committee

The Board has made a determination that the members of the Audit Committee satisfy the requirements of the NYSE as to independence, financial literacy and experience, and satisfy the independence requirements of the Sarbanes-Oxley Act of 2002. Accordingly, the Audit Committee is independent from management. The Board has determined that Mr. Price is anMessrs. Bunting and Hughes and Ms. Ward are Audit Committee financial expertexperts and Mses. Carlin Lane and Taggart are financially literate, in each case as defined by SEC regulations. The Audit Committee is, among other things, responsible for the selection and engagement, compensation, retention, evaluation, oversight and, when deemed appropriate, termination of the Company’s independent, registered public accounting firm. The Audit Committee annually evaluates the performance of the Company’s independent, registered public accounting firm, and determines whether to reengage it or consider other audit firms. Some of the factors considered by the Audit Committee in deciding whether to retain PwC, the Company’s independent, registered public accounting firm, include:

The committee also has oversight responsibility for the Company’s General Auditor and must approve matters related to the General Auditor’s employment and compensation. The Audit Committee generally meets in executive session separately with representatives of PwC, the Chief Financial Officer and the General Auditor, and by themselves, following regularly scheduled in-person committee meetings. The Audit Committee also meets from time to time in executive sessions with the Company’s Chief Actuary, Chief Risk Officer and General Counsel.

The Audit Committee reviews and discusses the Company’s financial statements and earnings press releases with management and PwC prior to their release. Among its other responsibilities, as set forth in its charter, the Audit Committee reviews the arrangements for and the results of the auditor’s examination of the Company’s books and records, auditors’ compensation, internal accounting control procedures, and activities and recommendations of the Company’s internal auditors, as well as any reports relating to the integrity of our financial statements, internal financial controls or auditing matters that are reported on our anonymous Alertline. The Audit Committee also reviews the Company’s significant accounting policies, the effect of regulatory and accounting initiatives, control systems, reserving practices, information security and disaster recovery programs, compliance with legal and regulatory requirements, outstanding major litigation (if applicable), and major enterprise risks, management’s approach to managing and mitigating the Company’s exposure to data security and privacy risk, and the Company’s efforts associated with cybersecurity, as well as the resources of PwC dedicated to or otherwise supporting the Company’s audit. As noted above, the committeeAudit Committee is also responsible for reviewing related-person transactions and assisting the Board in assessing the adequacy of the Company’s enterprise risk management program. The Audit Committee receives periodic reports regarding developments in the regulatory environment and relevant legislative reforms.

Compensation and Human Capital Committee

The Compensation and Human Capital CommitteeC&HCC has oversight responsibility with respect to compensation matters involving directors and executive officers of THG and makes compensation decisions regarding our executive officers (other than the CEO). In conjunction with the Chair of the Board and the NCGC, the Compensation and Human Capital CommitteeC&HCC annually reviews the CEO’s performance and other relevant external factors and makes a recommendation to the CID for the CEO’s annual compensation. It also provides general oversight of the Company’s compensation structure, including compensation plans and benefits programs applicable to all employees, and oversees a risk-based analysis of the Company’s incentive arrangements. Except to the extent reviewed by the Board, of Directors, the CommitteeC&HCC is also tasked with periodically reviewing the Company’s strategies, policies, practices and experience relating to recruiting and retention, personnel practices,

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succession planning, corporate culture and human capital development, including policies and practices relating to inclusion, diversity and diversityequity (“I&D”IDE”) and pay equity..

In addition to meeting the independence requirements under the NYSE regulations, each committee member must meet the independence requirements under Section 16. Each of the members of the Compensation and Human Capital CommitteeC&HCC satisfies the independence requirements of the NYSE ruleslisting standards and applicable SEC requirements. The Compensation and Human Capital CommitteeC&HCC may delegate any of its responsibilities to a subcommittee comprised of one or more of its members.

Use of Independent Outside Compensation Consultant

In executing its compensation responsibilities,Through May of 2022, the Compensation and Human Capital CommitteeC&HCC engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent compensation consultant. Subsequently, the C&HCC elected to assist it in makingengage Compensation Advisory Partners LLC (“CAP”) as its independent compensation decisions and to provide related information and advice.consultant.

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     12

During 2019,2022, a representative of F.W. Cook:Cook or CAP, as applicable:

F.W. Cook wasand CAP were selected by, and reportsreport to, the Compensation and Human Capital Committee.C&HCC. Neither F.W. Cook is notnor CAP were engaged by the Company for any other purpose, and the Compensation and Human Capital Committee reviewsC&HCC reviewed all compensation payable to this firm.these firms.

Pursuant to its charter, the Compensation and Human Capital CommitteeC&HCC may select its outside compensation consultant only after taking into consideration factors relevant to that consultant’s independence, including such factors required to be considered under the listing standards of the NYSE. The Compensation and Human Capital CommitteeC&HCC reviewed such factors as it deemed appropriate, including all such factors required by the NYSE listing standards, and is satisfied as to both F.W. Cook’s and CAP’s independence from the Company and its management.

Compensation Committee Interlocks and Insider Participation

During 2019, our Compensation and Human Capital Committee consisted of Ms. Egan and Messrs. Henry and Knox. None of our executive officers serve, or during 2019 did serve, as a member of the board of directors or compensation committee of any company that has one of its executive officers serving as a member of our Board or Compensation and Human Capital Committee.

Nominating and Corporate Governance Committee

The NCGC advises and makes recommendations to the Board on all matters concerning directorship and corporate governance practices and the selection of candidates as nominees for election as directors. The NCGC coordinates and oversees the Board’s evaluation of the individual directors who are eligible for re-nomination and election at each annual meeting of shareholders. The committee recommended this year’s candidates for election and, in consultation with the Chair of the Board, recommends Board member committee assignments to the full Board. The NCGC is responsible for facilitating the Board’s annual review of the performance of the President and CEO. The NCGC also monitors the Company’s corporate citizenship, charitable giving, sustainability and environmental, social and governance (“ESG”) efforts, as well as shareholder advocacy matters.

Director Evaluation Process

The NCGC leads an annual review of the Board that examines, at the Board level and at each committee level, overall effectiveness across multiple evaluation areas, including: governance processes; whether the Board and the committees are maintaining the proper level of oversight; Board composition and function; meeting content, structure and preparation; and management’s interaction with the Board. The NCGC facilitates discussion of the results of the assessment annually among the Board and each Board committee, with the Chair leading the process for the full Board and each committee chair leading the process for their own committee. Our evaluation process encompasses an examination of the Board as a whole, each Board committee, and each individual director whose term is expiring at the next annual meeting, to determine if that director should be re-nominated for another term. Evaluations of individual directors who are up for re-nomination include a peer review questionnaire that is completed by each of the other directors and reviewed by the Board Chair and NCGC Chair.Chair or, in instances where one of these chairs is the subject of an evaluation, by the other chair and another member of the NCGC. The NCGC considers the feedback in its assessment of individual member contributions when making its nomination recommendations to the full Board, who then make final determinations regarding Board-nominated candidates. In addition to the formal director evaluation process, the Chair solicits informal feedback from directors during hisher follow-up calls to each director after the conclusion of every regularly scheduled Board meeting. The Board leverages a third-party softwareplatform to facilitate, streamline and provide anonymity to the review process, with a view toward facilitating candor and encouraging constructive insight.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT16

Consideration of Director Nominees

The NCGC may identify candidates for nomination to the Board through several sources, including recommendations of non-management directors, shareholders, the CEO, other executive officers, an outside search firm or other resources. Committee members review the backgrounds of candidates in light of the current needs of the Board and the key competencies discussed above, interview qualified candidates, conduct inquiries with references and review available information pertaining to the candidate’s qualifications and background.

Director Qualifications

Members of the Board and nominees for election should possess high personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company and its shareholders.shareholders, employees, agents, customers and local communities. To maintain a majority of

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     13

independent directors on the Board, as required by our Corporate Governance Guidelines, the NCGC and the Board have a strong preference that nominees meet our independence standards. Board members and nominees should demonstrate initiative, be participatory and contribute a perspective based on practical experience and mature judgment. The Board seeks members who represent a broad array of experiences and expertise in the context of the evolving needs of the Board. While we do not have a policy in this regard, when evaluating a candidate for Board membership, the NCGC and the Board may also take into consideration factors such as diversity of race, gender, ethnicity and age. In addition, without the approval of the NCGC, nominees who are CEOs (or others with similar responsibilities) should serve on no more than two other public company boards, and other nominees should serve on no more than three other public company boards. All directors and nominees for election are in compliance with this policy.

TheAs described above under “Board Profile and Diversity” starting on page 11, the NCGC maintains a comprehensive skills and experience matrix for evaluating the background and skill set of the Board on both an individual director and collective basis. The matrix details key competencies, demographic information, and outside public company board, committee, committee chair and CEO experience. The NCGC tracks each director’s level of current and developing expertise across the key competencies in order for the Board to ensure that it can effectively oversee the long-term success of the Company and to align with the Company’s goal of being a premier property and casualty company in the independent agency channel.  The categories of key competencies include, among other things: property and casualty insurance (beyond Company Board service), senior management, financial services, finance/accounting, investments/capital markets, technology, and governance. The Board seeks director candidates whose skills, experience, and expertise can augment the key competencies the NCGC and the Board have identified.

Shareholder Nominees

The NCGC will consider qualified director candidates recommended in writing by shareholders. Shareholders who wish to suggest qualified candidates for consideration by the committee may do so by writing to the Company’s Corporate Secretary, giving the candidate’s name, biographical data, qualifications and evidence the candidate has agreed to serve if nominated and elected. All such submissions will be forwarded to the NCGC chair. To allow the committee sufficient time to consider a candidate in advance of an annual meeting, a shareholder should submit recommendations to the Company’s Corporate Secretary by no later than December 31^st of the year prior to the annual meeting. Shareholder-proposed candidates who meet the committee’s minimum qualification standards, discussed in the preceding paragraphs, will be evaluated in the same manner as other candidates considered by the committee for Board nomination.

Pursuant to the Company’s by-laws, shareholders seeking to nominate a candidate for election to the Board without approval of the Board must deliver written notice of such nomination to the Company’s Corporate Secretary not less than 60 days or more than 90 days prior to the Annual Meeting. The notice must set forth the name, address and number of shares of THG stock held by the shareholder submitting the nomination, as well as information concerning the nominee that is required to be disclosed pursuant to the Exchange Act in a proxy statement soliciting proxies for the election of such nominee as a director, including a signed consent of the nominee to be named in a proxy statement and to serve as a director. In addition, the notice must be accompanied by a petition signed by at least 100 record holders of our Common Stock, representing in the aggregate at least one percent of the outstanding shares entitled to vote on the election of directors.

Separately, in order to comply with the universal proxy rules set forth under the Exchange Act, a shareholder seeking to solicit proxies in support of director nominees other than the Company’s nominees must satisfy the advance notice provisions set forth in the Company’s by-laws and provide the additional information required by Rule 14a-19.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT17

Communicating with the Board

Shareholders and other interested parties can communicate with the Board, including the non-management directors and the Chair, by writing to The Hanover Insurance Group, Inc., Board of Directors, Attn: Corporate Secretary, 440 Lincoln Street, Worcester, Massachusetts 01653, through the website www.HanoverAlertLine.com or by calling 1-800-533-2547. An independent third-party service retrieves all submissions to the website and answers all calls to the toll-free telephone number and passes the information on to our General Counsel, our Chief Financial Officer, our General Auditor and the chairChair of the Audit Committee, who, when appropriate, transmit the information to the appropriate member of the Board. Communications may be anonymous or confidential. Complaints relating to the Company’s accounting, internal accounting controls or auditing matters will be referred to the chairChair of the Audit Committee. Other concerns will be referred to the Chair of the Board. All shareholder-related complaints and concerns will be received, processed and acknowledged by the Board. Further information regarding communications with the Board may be found at the Company’s website, www.hanover.com, under “About Us-Corporate Governance—“Why The Hanover—Our governance—Contact the Board.board.”

Director Compensation

The Compensation and Human Capital Committee (the “Committee”)C&HCC is responsible for advising the Board with respect to the Company’s director compensation practices and programs. In executing such responsibilities in 2019,2022, the CommitteeC&HCC reviewed relevant market data provided by F.W. Cook to assist it in developing compensation recommendations. The market data considered included an analysis of data from the Comparative Proxy Data Companies (for more information on these companies, please see page 27)34), general industry survey data from F.W. Cook’s 20182021 Non-Employee Director Compensation Report (a comprehensive survey source comprised of 300 randomly selected companies from various industries categorized based on their revenue and market capitalization) and a review of recent trends and developments in director compensation. The CommitteeC&HCC presented its

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     14

recommendations to the full Board which, at its May meeting, made its decision for the succeeding year (beginning immediately following the Annual Meeting of Shareholders and running until the next Annual Meeting of Shareholders (the “Annual Compensation Cycle”)). In setting director compensation, the Board considered competitive pay levels in light of the amount of time directors expend in fulfilling their duties to the Company, as well as the level of skill and expertise the Company requires of its Board. Additionally, awardspursuant to directors under the Company’s 20142022 Long-Term Incentive Plan (the “20142022 Plan”) must comply with the, each non-employee director’s annual limits contained in the plan.aggregate compensation for services as a director may not exceed $750,000.

Based upon its review of the information provided above and the Committee’sC&HCC’s recommendation, for the 2019/2020 Annual Compensation Cycle, the Board elected not to make any changes to director compensation.compensation for the 2022/2023 Annual Compensation Cycle.

Additionally, the Company’s charitable foundation provides matching contributions to gifts made by directors to qualifiedqualified- charities, up to $5,000 per director per calendar year.

In recognition of Mr. Bunting’s assistance to the NCGC in its Board recruiting efforts, the Board granted him an additional $10,000 cash retainer for 2022.

At the election of each director, (i) cash retainers may be converted to Common Stock, and (ii) cash and stockstock-based compensation may be deferred pursuant to our non-employee director deferral plan. Deferred cash amounts are accrued in a bookkeeping account that is credited with notional interest based on the so-called General Agreement on Tariffs and Trade (“GATT”) rate (3.36%(1.94% for 20192022, and 2.28%3.99% for 2020,2023, and as determined using the November 20182021 and 20192022 published rates, respectively).

Mr. Roche, as an employee of the Company, receives no additional compensation for his service as a member of the Board.

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Director Compensation Table

The following table sets forth the total compensation of our non-employee directors for the 2019/20202022/2023 Annual Compensation Cycle. Unless otherwise indicated, allAll amounts were paid in 2019.2022.

THE HANOVER INSURANCE GROUP 2020 PROXY STATEMENT     15

None of our non-employee directors held any stock options or other unvested stock-based awards as of December 31, 2019.2022. For information on the shareholdings for our directors, please see “Stock Ownership by the Company’s Directors and Executive Officers” on page 3.4.

Board’s Role in Risk Oversight

The Board is responsible for overseeing the Company’s risk management program. The Company, being primarily in the business of risk, has established an enterprise-wide risk management group to monitor, assess, manage and mitigate material risks to the Company. The Board, directly or through its standing committees, regularly receives reports and presentations from key members of the enterprise-wide risk management group and management, including from the Company’s CEO, Chief Financial Officer, Chief Risk Officer, Chief Information Security Officer and General Counsel on matters which, in its or management’s view, merit attention from a risk management perspective, such as catastrophe risks, counterparty risks, reserves, insured exposure aggregation levels, ex-catastrophe underwriting risk, reinsurance levels and creditworthiness of our reinsurers, the investment portfolio, litigation and regulatory matters, technologyprivacy and informationdata security, capital considerations, acquisitions, growth plans, matters relating to human capital management, leadership and succession, other operational risks, and material ESG risks. Management presentations, business updates, and financial and strategic planning discussions with the Board and its committees regularly incorporate a discussion of risks and plans for mitigating or managing such risks, including emerging risks that could impact the Company’s long-term strategy.

In order to assist the Board in its responsibility to assess the adequacy of the Company’s risk management program, the Audit Committee regularly reviews with management certain financial and business risk exposures and the steps management has taken to monitor and control such risk exposures, including the Company’s enterprise risk assessment and risk management policies and procedures. Throughout the year, the Audit Committee receives periodic reports from the Company’s Chief Risk Officer. The Audit Committee reports to the Board its assessment of the Company’s enterprise risk management policies and procedures.

Additionally, with respect to examining risks associated with the Company’s compensation programs, each year a committee comprised of a cross-section of officers of the Company, includingled by the Chief Risk Officer, conducts a review and risk assessment of the Company’s material incentive compensation plans. The results of this assessment are presented to the Compensation and Human Capital CommitteeC&HCC in connection with the committee’s approval of the Company’s executive compensation plans for the upcoming year and are also reviewed by the committee’s independent compensation consultant. The results of the Compensation and Human Capital Committee’sC&HCC’s risk assessment are also provided to the other members of the Board. For additional information, see “Risk Management and Compensation” in the Compensation Discussion and Analysis section beginning on page 36.44.

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The NCGC oversees certain risks related to the Company’s ESG initiatives and disclosures. For a detailed discussion of Board and committee roles in the oversight of ESG, please see “ESG, Sustainability and Corporate Responsibility—Board and Management Oversight of ESG Risks and Opportunities” below.

Director Retirement Policy

It is the policy of the Board that a director submit his or her resignation and retire at the Annual Meeting of Shareholders following his or her attainment of age 75. The policy does not provide for any waivers or exceptions. Mr. Knox and Ms. Taggart have reached, or will have reached as of the Annual Meeting, the mandatory retirement age under the Company’s director retirement policy and, in accordance with the policy, neither has been nominated to serve for an additional term.

Code of Conduct

The Company has adopted a Code of Conduct that is applicable to all directors, officers and employees of the Company, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller. In addition, we expect our agents, contractors and others with whom we do business to act in accordance with our Code of Conduct. The Code of Conduct is available on the Company’s website at www.hanover.com under “About Us–Corporate Governance—“Why The Hanover—Our governance—Company Policies—policies—Code of Conduct.conduct policy.” For a printed copy of the Code of Conduct, shareholders should contact the Company’s Corporate Secretary. The Company will disclose any amendments to the Code of Conduct (other than technical, administrative or non-substantive amendments), or waivers of provisions of the Code of Conduct for its Chief Executive Officer, Chief Financial Officer or Corporate Controller, on its website within four business days following the date of such amendment or waiver.

Shareholder Engagement

In addition to regular discussions with investors and analysts, the Company engages in investor outreach throughout the year as an avenue to pursue a direct dialogue with interested shareholders in order to learn more about their perspectives, priorities and concerns. Engagement discussions with investors have traditionally included senior management and representatives from our investor relations department. Formal and informal communications with investors enable management and the Board to understand and consider the issues that matter most to our shareholders, so that the Company can effectively address them.

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ESG, Sustainability and Corporate Responsibility

Our long-term strategy is focused on meeting our commitments to our policyholders and agents, with a view toward delivering outstanding financial results for our shareholders. We recognize that working to make a difference in the world and in the communities where we do business furthers that strategy. We place importance on operating as a socially responsible organization that is committed to treating our policyholders, employees, agents and vendors fairly, protecting our environment, giving back and enriching our communities, and governing our actions with integrity. We fundamentally believe that these values and good corporate citizenship are essential to our success and that by monitoringcarefully considering and incorporating ESG issues,topics into our operational and strategic planning, we can capitalize on ESG opportunities and respond to material ESG risks.

Board and Management Oversight of ESG Risks and Opportunities

The Company sponsors,believes that an effective ESG strategy requires Board and our employeesmanagement engagement and oversight of material ESG risks and opportunities. Furthermore, clear ESG governance is effective in creating accountability and driving action. The NCGC, as the committee with primary ESG oversight responsibility, has worked with management to map key ESG topics impacting the Company to ensure that these topics are engaged in, many volunteer activities. The Hanover Insurance Group Foundationbeing overseen at the committee and/or full Board level. Generally, ESG topics that require Company-wide oversight (e.g., Company strategy, brand quality, business operations) are overseen at the full Board level, while other topics that relate more specifically to a Board committee’s role fall under the purview of such committees (e.g., the Audit Committee  is an active contributor to non-profit organizations inresponsible for oversight of environmental risk, data privacy and security, and related party transactions, among other topics; the communities where we work, with special emphasis on public education systemsC&HCC is responsible for oversight of IDE, Company culture, human capital management, and youth. Our key corporate values are described as “CARE,” Collaboration, Accountability, Respect and Empowerment.

In 2019, we continued our commitment to sustainability through our employee engagement, CARE values, Foundationamong other topics; and charitablethe NCGC is responsible for oversight of code of conduct, conflicts of interest and ethics, Board governance matters, shareholder rights, and community giving, among other topics). Oversight of these key ESG topics is codified in Board committee charters. In addition, management presentations and reports on these topics are formally scheduled on Board or committee topical calendars and agendas, and they are discussed in Board and committee meetings, as applicable, throughout the year. Additionally, the NCGC receives a semi-annual ESG update that encompasses a holistic report on Company ESG activities, employee trainingas well as ESG trends and developmentdevelopments affecting the property and casualty industry and the broader market.

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Our executive leadership team, managers and business units are responsible for setting ESG direction and strategy through their programs and policies. The Company’s ESG Council, a cross-disciplinary management committee headed by our Executive Vice President and General Counsel and comprised of leaders across the organization involved in ESG matters, oversees and coordinates the Company’s ESG response. The ESG Council has a formal written charter that establishes its mission to support the Company’s ongoing commitments and initiatives related to ESG, corporate social responsibility, sustainability, and other initiatives. We seekpolicy matters relevant to fosterthe Company and its stakeholders. The Council assists the Company in: (a) developing general strategy relating to ESG matters; (b) creating, implementing and monitoring initiatives and policies based on that strategy; (c) drafting and coordinating communications with employees, investors and other stakeholders with respect to ESG matters; (d) monitoring and assessing developments relating to, and improving the Company’s understanding of, ESG matters; and (e) providing efficient, timely and accurate disclosure of ESG matters to internal and external stakeholders.

The ESG Council was also designed to be a physical, mentalconduit for collecting and financially healthy workplace through an array of benefit offerings, including healthdistilling ESG matters that are surfaced by our stakeholders so that these matters can then be considered by management, incorporated into Company policy or strategy, and dental insurance programs, employee counseling programs, 401(k)overseen by the Board and stock purchase plans, business affinity groupsits committees, if necessary. In this respect, the Council serves a critical role in both coordinating the Company’s ESG posture for its stakeholders and financial counseling. We also continuedin providing stakeholder feedback on key ESG matters to advance on our I&D initiatives, as described below.the executive team and the Board.

ESG Disclosures  

We invite you to learn more about our commitmentcommitments to be an involved corporate citizenESG, IDE and being a responsible steward of the resources entrusted to us, by visitingviewing our inaugural Sustainability Report, as well as other related materials, on the Company’s Corporate Responsibility website, www.hanover.com – under “About Us“Why The Hanover – Corporate Responsibility.Our corporate commitment.”

Inclusion and Diversity

We are committed to the development of all of Information on our employees and to fostering an inclusive and diverse workplace. For our Company, embracing inclusion and diversity means that we appreciate our differences, reinforce inclusive behaviors at all levels and live our CARE values. We believe that when our employees feel accepted and engaged, and contributions from people with different backgrounds and experiences are valued, our business will thrive.

In the third quarter of 2017, we recruited a Director of Inclusion and Diversity, whose responsibilitywebsite is to lead enterprise-wide I&D efforts. Beginning in 2018, we formally launched company-wide initiatives to begin converting our I&D aspirations into reality.  Some of the highlights of these efforts over the past two years include:

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ITEM I

ELECTION OF DIRECTORS

The Board currently has twelve13 members and consists of three classes whose terms end in successive years. There are fourthree nominees for election atto the Annual Meeting.Board this year. Mr. Aristeguieta and Mses. Carlin and Lane, and Messrs. Henry and KnoxWard are each being nominated to serve for a three-year term expiring in 2023. Citing personal reasons, on February 21, 2020, 2026.  

Mr. Price notifiedKnox and Ms. Taggart have reached, or will have reached by the Boarddate of his intention to resignthe Annual Meeting, the mandatory retirement age under the Company’s director retirement policy and, in accordance with the policy, will retire from the Board effective at the Annual Meeting. The Board has voted to reduce the size of the Board to 11 members, effective immediately following the Annual Meeting and the retirement of Mr. Knox and Ms. Taggart.

Directors serve until the expiration of their stated term and until their successor has been duly elected and qualified, or until their earlier death, resignation, removal or disqualification.

All of the nominees have indicated their willingness to serve and, unless otherwise directed, it is intended that proxies received in response to this solicitation will be voted in favor of the election of each of the nominees.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required to elect director nominees. For purposes of electing directors, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Broker non-votes and abstentions, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

If a nominee who is currently serving as a director is not re-elected at the Annual Meeting, then, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any director who is nominated but fails to be re-elected is required to promptly tender his or her resignation to the Board, effective at the end of his or her current term. The NCGC will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In making their determinations, the NCGC and the Board may consider any factors deemed relevant. The Board will act on the NCGC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not vote on the NCGC’s recommendation or the Board’s decision.

In the event that any of the nominees should be unavailable to serve as a director, it is intended that the proxies will be voted for the election of such substitute nominees, if any, as shall be designated by the Board. The Board and Managementmanagement have no reason to believe that any of the nominees will be unavailable to serve.

Information as to each nominee and as to directors continuing in office can be found under the section of this Proxy Statement entitled “Corporate Governance.”

The Board recommends a vote FOR each of the director nominees.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT22

ITEM II

APPROVAL OF THE HANOVER INSURANCE GROUP 2023 EMPLOYEE STOCK PURCHASE PLAN

At the Annual Meeting, shareholders will be asked to approve the adoption of The Hanover Insurance Group 2023 Employee Stock Purchase Plan (the “2023 ESPP”). The 2023 ESPP was adopted by our Board on February 27, 2023 and will become effective upon receiving shareholder approval at our Annual Meeting.

The purpose of the 2023 ESPP is to enable eligible employees of the Company and of certain of its subsidiaries to purchase shares of our Common Stock and thereby acquire an interest in the future of the Company. The 2023 ESPP is intended to meet the requirements of Section 423 of the Internal Revenue Code.

As of March 10, 2023, 2,295,360 shares of our Common Stock were available for future issuance or subject to outstanding options under our Second Amended and Restated 2014 Employee Stock Purchase Plan (the “2014 ESPP”), which represents 6.43% of our Common Stock outstanding on such date. The maximum aggregate number of shares of our Common Stock that are proposed to be made available for issuance under the 2023 ESPP will be 1,250,000 (subject to adjustment as provided under the plan) (the “ESPP Share Pool”), which represents 3.50% of the total number of shares of our Common Stock outstanding as of March 10, 2023. In establishing the ESPP Share Pool, the Board considered the potential dilutive impact to shareholders, the projected participation rate over the ten-year term of the plan, equity plan guidelines established by certain proxy advisory firms and advice provided by CAP.

If the 2023 ESPP is approved by shareholders, the Company’s existing 2014 ESPP and its share pool will be terminated and no new options will be granted thereunder.

The full text of the 2023 ESPP is set forth in Annex I. The following description of certain features of the 2023 ESPP is qualified in its entirety by reference to the full text of the plan.

Summary of the 2023 ESPP

Administration. The 2023 ESPP will be administered by the C&HCC, which will have the right to determine questions that may arise regarding the interpretation and application of plan provisions and to make, administer and interpret such rules as it deems necessary or advisable. The C&HCC may delegate its authority under this plan to a sub-committee comprised of one or more of its members, to members of our Board, or to officers or employees of the Company to the extent permitted by law.

Shares Subject to the Plan. Subject to adjustment, the ESPP Share Pool is 1,250,000 shares of our Common Stock. Shares delivered upon exercise of options under the 2023 ESPP may be either shares of authorized but unissued Common Stock, treasury stock, or Common Stock acquired in an open-market transaction, all as our Board may determine. If any option granted under the 2023 ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares of Common Stock will again be available for purchase pursuant to the exercise of options under the 2023 ESPP. On March 10, 2023, the closing price of our Common Stock as reflected on the NYSE was $129.61.

Eligibility. Participation in the 2023 ESPP will be limited to eligible employees who (a) customarily work 20 hours or more per week and for more than five months per calendar year, and (b) satisfy the requirements set forth in the 2023 ESPP. Any employee who owns (or is deemed under statutory attribution rules to own) stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its subsidiaries will not be eligible to participate in the 2023 ESPP. As of March 10, 2023, approximately 4,600 employees would be eligible to participate in the 2023 ESPP, including all of our executive officers.  None of our non-employee directors and no consultants would be eligible to participate in the 2023 ESPP.

General Terms of Participation. The 2023 ESPP allows eligible employees to purchase shares during certain offering periods, which generally will be six-month periods commencing January 1 and ending June 30 and commencing July 1 and ending December 31 of each year. During each offering period, eligible employees will be given the option to purchase up to 750 shares of our Common Stock (or such other number as the C&HCC may prescribe). Prior to the start of an offering period, the C&HCC will set the purchase price of each share of our Common Stock to be 85% (or such greater percentage as specified by the C&HCC) of one of the following: (a) the fair market value of a share of our Common Stock on the date the option is granted, which will be the first day of the offering period, (b) the fair market value of a share of our Common Stock on the date the option is exercised, which will be the last day of the offering period, or (c) the lesser of (a) and (b). In order to participate in the 2023 ESPP, an eligible employee must execute and deliver to the administrator a payroll deduction and participation authorization form as prescribed by the administrator. The payroll deduction and participation authorization form must be delivered to the administrator no later than ten business days prior to the first day of the offering period (or by such other period specified by the C&HCC).

The C&HCC has the discretion to change the initial date and exercise dates of offering periods, the purchase price, the maximum number of shares that may be purchased per option period, the maximum amount of payroll authorizations per option period and the definition of compensation used for purposes of the 2023 ESPP and may change the duration of any offering periods without shareholder approval.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT23

Participants in the 2023 ESPP will pay for shares of our Common Stock through payroll deductions. During an offering period the amount of payroll deductions may not be changed. An authorization of payroll deductions will remain in effect for subsequent offering periods unless a participant terminates the authorization by timely delivering written notice to the Company. Upon cancellation, any amount withheld from a participant’s compensation will be returned to the participant, without interest, as soon as administratively practicable. Upon termination of employment prior to an exercise date for an offering period, a participant’s option will be cancelled automatically, and the balance of his or her withholding account will be returned, without interest, as soon as administratively practicable.

Transfer Restrictions on Stock Acquired under the 2023 ESPP. For participants who have acquired shares of our Common Stock under the 2023 ESPP, there is a required minimum six-month holding period (or such other length as may be determined by the C&HCC), during which the participant may not sell or transfer the shares of Common Stock, other than by will or by the laws of descent and distribution or in connection with certain corporate transactions.

In addition, for such period determined by the C&HCC, Common Stock acquired under the 2023 ESPP cannot be transferred from the account where the shares are initially held until such shares are sold through the 2023 ESPP’s custodian and record keeper.

Adjustment. In the event of any change in the outstanding Common Stock by reason of a stock dividend, split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the aggregate number and type of shares available for purchase under the 2023 ESPP, the maximum number and type of shares purchasable during an offering period, and the purchase price per share will be appropriately adjusted.

Change of Control. In the event of a merger or similar transaction or change of control, the C&HCC will provide that any outstanding option will be assumed or substituted for, or will be cancelled with a return of any amounts contributed by or withheld from the compensation of a participant, or that the option period will end before the date of the proposed sale or merger.

Amendment; Termination. Our Board has discretion to amend the 2023 ESPP to any extent and in any manner it may deem advisable, provided that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 of the Internal Revenue Code will require shareholder approval.

Term.  The 2023 ESPP will continue in effect until the earliest to occur of (i) the termination by the Company of the 2023 ESPP under its terms, (ii) the issuance of all shares of Common Stock available for issuance under the 2023 ESPP, and (iii) the day before the 10-year anniversary of the date the 2023 ESPP was approved by shareholders.  

New Plan Benefits. Because benefits under the 2023 ESPP depend on employees’ elections to participate in the plan and the fair market value of the shares of our Common Stock at various future dates, it is not possible to determine future benefits that will be received by executive officers and other employees under the plan. No employee may purchase shares under the 2023 ESPP in an amount that exceeds $25,000 in fair market value in any calendar year.

U.S. Federal Income Tax Consequences Relating to the 2023 ESPP

The following is a summary of some of the material federal income tax consequences associated with the grant and exercise of awards under the 2023 ESPP under current federal tax laws and certain other tax considerations associated with awards under the 2023 ESPP. The summary does not address tax rates or non-U.S., state or local tax consequences, nor does it address employment tax or other federal tax consequences except as noted.

The 2023 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Assuming that the 2023 ESPP is and remains so qualified, no taxable incomewill be reportable by a participant, and no deductions will be allowable to the Company, as a result of the grant or exercise of the options issued under the 2023 ESPP.  Taxable income will not be recognized until the sale or other disposition of the shares of Common Stock purchased under the 2023 ESPP.

If Common Stock acquired under the 2023 ESPP is disposed of more than two years after the option grant date and more than one year after the purchase date, or if the participant dies while holding such Common Stock, the participant (or his or her estate) will recognize ordinary income in an amount equal to 15% (or such other percentage equal to the applicable purchase price discount) of the value of the Common Stock on the option grant date or, if less, the excess of the fair market value of the shares at the time of disposition (or death) over the purchase price. Any additional gain, or any loss, recognized in the disposition will be treated as a long-term capital gain or loss.

If Common Stock acquired under the 2023 ESPP is disposed of within the two years following the applicable option grant or within one year after the purchase date, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the Common Stock on the date that it was purchased over the purchase price. Any additional gain, or any loss, recognized in the disposition will be treated as a capital gain or loss and, depending on how long the participant had held the Common Stock, as long-term or short-term.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT24

The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of Common Stock prior to the expiration of the holding periods described above.

Required Vote

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required for approval of the 2023 ESPP. Abstentions, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

The Board recommends a vote FOR each the approval of the director nominees.this proposal.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     1825

ITEM II

ITEM III

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

Each year since our annual meeting in 2011, we have provided our shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers. At each meeting, our shareholders overwhelmingly approved the proposal, with more than 95% of the votes cast voting in favor of each proposal. As required by Section 14A of the Exchange Act, we are again seeking advisory shareholder approval of the compensation of our named executive officers, as disclosed in the section of this Proxy Statement entitled “Executive Compensation.” Shareholders are being asked to vote on the following advisory vote:

A substantial percentage of our named executive officers’ compensation is directly tied to stock performance and the attainment of financial and other performance measures the Board believes promote long-term shareholder value and position us for long-term success. As described more fully in the Compensation Discussion and Analysis, the mix of fixed and performance-based compensation, the terms of our short- and long-term incentive compensation programs, and the weighting of variable compensation more heavily toward equity awards, are all designed to enable us to attract and retain top talent and align the interests of our executive officers with those of our shareholders, while balancing risk and reward. The Compensation and Human Capital CommitteeC&HCC and the Board believe the design of the programs, and the compensation awarded to the named executive officers under the current programs, fulfills these objectives.

Shareholders are urged to read the Compensation Discussion and Analysis section beginning on page 22,30, which discusses in detail how our compensation programs support our compensation philosophy.

Although the vote is non-binding, the Board and the Compensation and Human Capital CommitteeC&HCC will consider the voting results in connection with their ongoing evaluation of the Company’s compensation programs. We currently intend to hold advisory votes on executive compensation annually. Accordingly, we anticipate the next such vote will be held at the Company’s 20212024 Annual Meeting of Shareholders.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required for approval of this proposal. Abstentions and broker non-votes, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

The Board recommends a vote FOR the approval of this proposal.

The Board recommends a vote FOR the approval of this proposal.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     1926

ITEM III

ITEM IV

ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

In Item III, we are asking shareholders to cast an advisory vote approving the compensation disclosed in this Proxy Statement that we paid in 2022 to our named executive officers. Such advisory vote is referred to as a “say-on-pay” vote.

In this Item IV, shareholders are being asked to submit a separate, non-binding, advisory vote on how frequently we should have say-on-pay votes in the future. As required by Section 14A of the Exchange Act, we submit this separate question to a shareholder vote at least once every six years. In voting on this resolution, you should mark your proxy for one, two or three years based on your preference as to whether say-on-pay votes should be held every one, two or three years. Alternatively, you may indicate that you are abstaining from voting.

Since our annual meeting in 2011, we have provided our shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers annually. Our 2017 Annual Meeting was the last time that our shareholders were asked to vote on how frequently we should hold say-on-pay votes, and at that meeting over 79% of the votes cast in favor of a frequency proposal supported an annual say-on-pay vote.

The Board continues to believe that an annual advisory vote on executive compensation is the most appropriate alternative for the Company because (1) it allows for input from shareholders on the most frequent basis, helping to foster an ongoing dialogue between the Board of Directors and our shareholders; and (2) our shareholders overwhelmingly supported an annual say-on-pay vote the last time they were asked to vote on the frequency of the say-on-pay vote. Therefore, the Board recommends that you vote for an advisory vote on executive compensation every ONE year.

However, because this vote is advisory and not binding on the Board or the Company, the Board reserves the right to decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option recommended by our shareholders.

Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal. If none of the three frequency options receives the vote of the holders of a majority of the votes cast, then we will consider the frequency option (one year, two years or three years) receiving the highest number of votes cast by shareholders to be the frequency that has been recommended by shareholders.

The Board recommends a vote FOR an advisory vote on executive compensation every ONE year.

THE HANOVER INSURANCE GROUP   2023 PROXY STATEMENT27

ITEM V

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent, external audit firm retained to audit the Company’s financial statements. The firm of PricewaterhouseCoopers LLP (“PwC”) has been appointed by the Audit Committee of the Board to serve as the Company’s independent, registered public accounting firm for 2020.2023. PwC has been retained as the Company’s independent, external auditor since 1995 and, for a predecessor company, beginning in 1991. Representatives of PwC will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders.

In order to assure continuing auditor independence, the Audit Committee periodically considers whether the Company should change its independent, external audit firm. Additionally, in conjunction with the mandated rotation of PwC’s lead engagement partner, the Audit Committee and its chairpersonChair are directly involved in the selection of PwC’s new lead engagement partner.

The members of the Audit Committee and the Board believe the continued retention of PwC to serve as the Company’s independent external auditor is in the best interests of the Company and its investors. For a discussion of the factors that the Audit Committee considered in retaining PwC for 2020,2023, see the “Audit Committee” section beginning on page 12.15. The Board is submitting the appointment of PwC as the Company’s independent, registered public accounting firm for 20202023 to the shareholders for their ratification. The Audit Committee bears the ultimate responsibility for selecting the firm and will make the selection it deems best for the Company and its shareholders. Should the shareholders fail to ratify the appointment of PwC, the Audit Committee will reconsider the appointment and may retain PwC or another accounting firm without resubmitting the matter to shareholders. Similarly, ratification of the selection of PwC as the independent, registered public accounting firm does not limit the Audit Committee’s ability to change this selection in the future.

The affirmative vote of a majority of the votes properly cast (in person or by proxy) is required for approval of this proposal. Abstentions, because they are not votes cast, are not counted for this proposal and will have no effect on the outcome.

The Board recommends a vote FOR the approval of this proposal.

The Board recommends a vote FOR the approval of this proposal.

Fees Incurred from PricewaterhouseCoopers LLP

The table below shows the fees paid or accrued for the audit and other services provided by PwC for 20192022 and 2018.2021.

Fees and Pre-Approval Policy

The Audit Committee is responsible for overseeing and approving the audit fee negotiations associated with the Company’s retention of PwC. In addition, the Audit Committee is required to pre-approve all services performed by the independent auditor. At the beginning of each annual audit cycle, the Audit Committee pre-approves certain categories of audit, audit-related and other services, but such projects within these categories with fees expected to be $250,000 or greater must be specifically approved.

The Chair of the Audit Committee (or, in hisher absence, any other member of the Audit Committee) has the authority to pre-approve other audit-related and non-audit services to be performed by the independent auditors and associated fees, provided that such services are not otherwise prohibited and any decisions to pre-approve such services and fees are reported to the full Audit Committee at its next regular meeting. During 2019,2022, the Audit Committee reviewed and pre-approved all services performed by the independent auditor, including non-audit services, in accordance with the policy set forth above. TheIn assessing the independence of PwC, the Audit Committee reviews and considers aggregate fees and other factors for all audit-related and non-audit services compared to the overall audit fee in assessing the independence of PwC.fee.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     2028

Audit CommitteeCommittee Report

Review of Audited Financial Statements with Management

The Audit Committee reviewed and discussed with management the audited financial statements of the Company.

Review of Financial Statements and Other Matters with Independent Auditors

An integral part of the audit process is to ensure that the Audit Committee receives information regarding the scope and results of the audit. Various communication requirements pertaining to the conduct of an audit exist to enhance the information flow and to assist the Audit Committee in discharging its oversight responsibility. In this regard, the Audit Committee discussed with the Company’s independent, registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by Auditing Standards No. 16, Communication with Audit Committees, issued by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee also received written disclosures and a letter from PricewaterhouseCoopers LLP regarding its communications with the Audit Committee concerning independence from the Company, pursuant to applicable requirements of the PCAOB, and has discussed with PricewaterhouseCoopers LLP its independence from the Company. The Audit Committee considered and determined that the provision of the non-audit professional services approved by the Audit Committee in 20192022 is compatible with PricewaterhouseCoopers LLP’s maintaining its independence from the Company.

Responsibility and Oversight

Management is responsible for the Company’s financial statements, the overall reporting process and the system of internal control over financial reporting. PricewaterhouseCoopers LLP, as our independent, registered public accounting firm, is responsible for conducting annual audits and quarterly reviews of the Company’s financial statements and expressing an opinion as to the conformity, in all material respects, of the annual financial statements with generally accepted accounting principles in the United States and expressing an opinion on the effectiveness of our internal control over financial reporting as of the end of the fiscal year. In performing their oversight responsibility, the members of the Audit Committee rely, without independent verification of the information provided to them, on the representations made by management and PricewaterhouseCoopers LLP.

Recommendation that Financial Statements be Included in the Annual Report

Based on the reviews and discussions referred to above and relying thereon, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192022 for filing with the SEC.

Other Matters

The Audit Committee satisfied its responsibilities under its Chartercharter for the year 2019.2022. For additional information on the duties and responsibilities of the Audit Committee, see the sections of this Proxy Statement entitled “Related-Person Transactions” (page 9)13), “Board Committees – Audit Committee” (page 12)15), “Board’s Role in Risk Oversight” (page 16)19), and the Audit Committee charter, available on our website, www.hanover.com, under “About Us-Corporate Governance-Committee Charters-Audit Committee”“Why The Hanover – Our governance – Committee charters – Audit committee” or from our Corporate Secretary.

In accordance with the rules of the SEC, this report is not to be deemed “soliciting material,” or deemed to be “filed” with the SEC or subject to the SEC’s Regulation 14A, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference in documents otherwise filed.

February 20, 202021, 2023

AUDIT COMMITTEE

Michael D. Price, Chair

Jane D. Carlin, Chair

Kathleen S. LaneTheodore H. Bunting, Jr.

Martin P. Hughes

Harriett “Tee” Taggart

Elizabeth A. Ward

The Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that THG specifically incorporates this information by reference, and it shall not otherwise be deemed filed under such Acts.

THE HANOVER INSURANCE GROUP   20202023 PROXY STATEMENT     2129

EXECUTIVE COMPENSATIONCOMPENSATION

Compensation Discussion and Analysis (“CD&A”)

The Compensation and Human Capital Committee (the “CommitteeC&HCC”), in consultation with the Board’s Committee of Independent Directors (the “CID”), is responsible for establishing and monitoring our executive compensation programs. More specifically, the CommitteeC&HCC is responsible for approving the compensation for our executive officers, including those identified in the Summary Compensation Table on page 40table below (our “named executive officers,” or “NEOs”), subject, in the case of our CEO, to approval by the CID. Although this discussion and analysis refers principally to the compensation of our NEOs, the same general compensation principles and practices apply to all our executive officers.

2022 NEOs

Executive Summary and Overview

Fiscal 20192022 Highlights

Our 2019Considering the elevated weather-related catastrophe losses and inflationary pressures that impacted the industry, our 2022 performance was strong, with significant contributions from virtually every component of our business.solid. Highlights include: