In recognition of the evolving importance of certain key competencies, in 2021 the NCGC reviewed and expanded the matrix to add the following key competencies, all of which members of the Board, on a collective basis, also identified expertise in:

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

Independence 90% Independent(9 of 10 members) Racial/Ethnic Diversity 20% People of Color(2 of 10 members) Gender Diversity 40% Female(4 of 10 members)
Board Leadership Roles 50% Female Leadership in Board Chair and Committee Chair roles(2 of 4 roles)
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. In the last two years we have added two new directors, and one director retired from the Board after reaching mandatory retirement age under our Board retirement policy. For purposes of providing a current snapshot of the Board, all of our current directors as of March 1, 2022 are included in the Board tenure profile below.

Board Tenure as of March 1, 2022 8+ years 25% Average Tenure: 7.2 years 50% 0-4 years Median Tenure: 4.5 years 5-8 years 25%

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 that conform to those established by the NYSE and 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.

Mr. Hughes serves as non-executive chairman of HUB International Limited (“HUB”), and he is a former executive and 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 2022,2024, as well as those of an 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 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.

Board Refreshment and Tenure

The Board recognizes the importance of Board refreshment to provide new ideas and perspectives and strives to balance refreshment with the benefits of tenure, namely Company Board experience and continuity. Accordingly, the Board is committed to actively refreshing the full Board and each of its committees to maintain a mix of tenured directors, promote effective corporate governance, and proactively manage potential vacancies due to retirement. The Board engages a third-party recruiter to identify and recommend diverse and skilled candidates that will complement the current Board and support the Company’s strategy and values. 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. In accordance with that policy, Mr. Hughes 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.

0 - 4 years 4 - 8 years 8+ years Average Tenure is 6.4 years

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

Consideration of Director Nominees

The NCGC may identify candidates for nomination to the Board through several sources, including third-party recruiters, recommendations from non-management directors, shareholders, the CEO, other executive officers, or other resources. As illustrated below, NCGC members first assess the current needs of the Board based on the key competencies discussed above and then proceed to evaluating and nominating appropriate director candidates whose skills, experience, and expertise can augment the key competencies the NCGC and the Board have identified.

Assess Identify Evaluate Nominate •Assess skills matrix. •Consider desired skills in light of current needs of the Board and the Company's strategy. •Review director qualification considerations as set forth in the NCGC Charter, including independence. •Third-party recruiters, non-management directors, executive officers, or other resources identify potential candidates in light of desired skill set. •Shareholders have the ability to present director candidates. •NCGC members review skills and expertise, qualifications, independence, and potential conflicts, and may consider diversity, of top candidates. •NCGC members and other members of the Board conduct interviews and inquiries with references. •NCGC recommends candidates and committee assignments to the full Board. •Board considers and adopts recommendation, appointing director candidate to the Board and committee, as applicable.

Director Qualifications

Members of the Board and nominees for election should possess high personal and professional ethics, integrity and values, represent our core “CARE” (Collaboration, Accountability, Respect, Empowerment) values, and be committed to representing the long-term interests of the Company and its shareholders, employees, agents, customers and local communities. To maintain a majority of 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 also take into consideration factors such as diversity of race, gender, ethnicity and age. In 2023, the Corporate Governance Guidelines were amended to update our policy regarding outside director service to provide that, without the approval of the NCGC, current directors and director nominees who are CEOs or serving in executive management positions should serve on no more than one other public company board. Other current directors 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.

As described above under “Board Profile and Diversity” starting on page 8, 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.

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 and providing to the Company’s Corporate Secretary 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 31st 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 current 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 nor 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 Securities Exchange Act of 1934, as amended (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. As detailed in Item II below, we are seeking shareholder approval of certain amendments to our By-laws to revise these notice procedures in light of the SEC’s universal proxy rules, adopted in November 2021, and to align with standard market practice. Accordingly, if Item II is approved by shareholders, in the future, the notice procedures for a shareholder director nomination will differ from those described above.

Separately, in order to comply with the universal proxy rules 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.

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 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 CounselChief Legal Officer is entitled to make the determination of whether a particular relationship constitutes a material interest byof a related person. In evaluating a transaction with a related person, the Audit Committee shall consider all relevant facts and circumstances available to it

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     12

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, who served as Executive Vice President, Chief Investment Officer and Treasurer of the Company and President, Opus Investment Management, Inc. during 2021 prior to her retirement. Ms. Tripp’s daughter received compensation (salary and bonus) of approximately $152,000 in 2021. Ms. Tripp’s daughter did 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 has reviewed and approved this employment relationship. The Company and the Board are unaware of any transactions that required approval under the related-person transaction policy in 2021.

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

Board Leadership Structure

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

CEO Responsible for setting the strategic direction forpositions and what we believe best serves 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

Additionally, weat this time. We believe that separating the roles and having an independent Chair of the Board is in the best interests of the Company and its shareholders, and is consistent with corporate governance best practicespractices. The separation of CEO and Chair better supports effective management oversight and promotes the Board’s oversight of 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,roles, we also take into consideration Ms. Egan’s demonstrated skill in leading our Board and counseling management.

Ms. Egan’s duties asThe CEO is responsible for the Company’s strategic direction, day-to-day leadership, and performance, while the Chair of the Board are determined byis responsible for providing guidance to the BoardCEO, setting meeting agendas 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 ofis elected by the Board.full Board annually.

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 review of an annual topical calendar, prior discussions among directors and current topics of interest or concern. It is Ms. Egan'sEgan’s practice to speak with each director following regularly scheduled Board meetings and to have other regular discussions with directors as she deems appropriate, to solicit ongoing feedback and reinforce inclusiveness and engagement. She also typically meets individually with

the CEO, Chief Financial Officer and General CounselChief Legal Officer of the Company following each Board meeting and as she 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 2021,2023, 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 itsour headquarters in Worcester, Massachusetts, and periodically convenes meetings at other locations. Due to the ongoing global pandemic, in 2021 mostIn addition, Board and committee meetings wereare also held virtually through the use of videoconferencing technology so that participants could hear and see each other.technology.

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     13

For meetings held in 2021,2023, all of the incumbent directors attended at least 75% of the Board meetings and meetings of committees ofon which they were members.serve. 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&HCCCHCC”), 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.annually and updated as appropriate. Committee charters are available on the Company’s website, www.hanover.com, under “Why“About The Hanover—Our governance—Committee charters.” For a printed copy of any committee charter, shareholders should contact the Company’s Corporate Secretary. For a detailed discussion of the Board and Board committee roles in the oversight of ESG topics, please see “ESG, Sustainability and Corporate Responsibility—Board and Management Oversight of ESG Risks and Opportunities” beginning on page 20 below.

The current members of the Board, the committees on which they serve and the primary roles and responsibilities of the Board are:each committee are identified below.

Committee of Independent Directors

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 its committees. In particular, the CID is responsible for reviewing and approving the recommendations of the C&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 hold telephonic committee meetings. Topics of discussion at executive sessions include, among other things: the Company’s strategy, annual business plan and progress; key risks and challenges 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 Messrs. Bunting and Hughes are Audit Committee financial experts and Mses. Carlin 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

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     14

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 Audit 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 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, 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, as well as the resources of PwC dedicated to or otherwise supporting the Company’s audit. As noted above, the Audit 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.

In 2021, the Audit Committee approved updates to its charter to address its responsibility for reviewing: (i) management’s overall approach to managing and mitigating the Company’s exposure to data security and privacy risk; and (ii) the Company’s information technology’s program to monitor and assess data security and the related efforts associated with cybersecurity, considering, among other things, emerging cybersecurity developments and threats.

Compensation and Human Capital Committee

The C&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 C&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, the C&HCC is also tasked with periodically reviewing the Company’s strategies, policies, practices and experience relating to recruiting and retention, personnel practices, succession planning, corporate culture and human capital development, including policies and practices relating to inclusion and diversity (“I&D”) and pay equity. In 2021, the C&HCC approved updates to its charter to further codify its oversight of all the areas described in the preceding sentence.

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 C&HCC satisfies the independence requirements of the NYSE rules and applicable SEC requirements. The C&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, the C&HCC engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) to assist it in making compensation decisions and to provide related information and advice.

During 2021, a representative of F.W. Cook:

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     15

F.W. Cook was selected by, and reports to, the C&HCC. F.W. Cook is not engaged by the Company for any other purpose, and the C&HCC reviews all compensation payable to this firm.

Pursuant to its charter, the C&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 C&HCC reviewed such factors as it deemed appropriate, including all such factors required by the NYSE listing standards, and is satisfied as to F.W. Cook’s independence from the Company and its management.

Compensation Committee Interlocks and Insider Participation

During 2021, our C&HCC consisted of Ms. Egan and Messrs. Condrin, Henry and Knox. None of our executive officers serve, or during 2021 served, 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 C&HCC.

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 CEO. The NCGC also monitors the Company’s corporate citizenship, charitable giving, sustainability and 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 or, in instances where one of these chairs is the subject of an evaluation, as is the case this year for Mr. Ramrath, 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 her follow-up calls to each director after the conclusion of every regularly scheduled Board meeting. The Board leverages third-party software to facilitate, streamline and provide anonymity to the review process, with a view toward facilitating candor and encouraging constructive insight.

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. To maintain a majority of 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

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     16

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 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.

As described above under “Board Profile and Diversity” starting on page 10, 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 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.

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,Chief Legal Officer, our Chief Financial Officer, our General Auditor and the Chair of the Audit Committee, who, when appropriate, transmit the information to the appropriate member, or members, 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 Chair 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 “Why“About The Hanover—Our governance—Contact the board.”

Director Compensation

The C&HCCCHCC is responsible for advising the Board with respect to the Company’s director compensation practices and programs. In executing such responsibilities in 2021,2023, the C&HCCCHCC reviewed relevant market data provided by F.W. CookCompensation Advisory Partners LLC ("CAP") 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 38)39), general industry survey data from F.W. Cook’s 2020 Non-Employee Director Compensation Report (a comprehensive survey source comprisedthe National Association of 300Corporate Directors for public companies from various industries categorized based on theirwith between $2.5 billion and $10.0 billion in revenue and market capitalization) and a review of recent trends and developments in director compensation. The C&HCCCHCC presented its 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, awardsBoard members. The Board also noted that director compensation was slightly below median compared to directors under the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) must comply with the annual limits contained in the 2014 Plan.peers and had not changed since 2018.

THE HANOVER INSURANCE GROUP   2022 PROXY STATEMENT     17

Based upon its review of the information provided above and the C&HCC’sCHCC’s recommendation, the Board elected to increase the annual director stock and cash retainer fees for the 2021/20222023/2024 Annual Compensation Cycle, as reflected below.

* Includes both committee chair and committee member retainer.

Pursuant to the Board electedCompany’s 2022 Long-Term Incentive Plan (the “2022 Plan”), each non-employee director’s annual aggregate compensation for services as a director may not exceed $750,000.

At the election of each director, (i) cash retainers may be converted to make any changesCommon Stock, and (ii) cash and stock-based compensation may be deferred pursuant to our non-employee director compensation.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 (3.99% for 2023, and 4.66% for 2024, and as determined using the November 2022 and 2023 published rates, respectively).

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

At the election of each director, (i) cash retainers may be converted to Common Stock, and (ii) cash and stock 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 (1.62% for 2021 and 1.94% for 2022, as determined using the November 2020 and 2021 published rates, respectively).

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

Director Compensation Table

The following table sets forth the total compensation of our non-employee directors for the 2021/20222023/2024 Annual Compensation Cycle. All amounts were paid in 2021.2023.