DEF 14A of Hanover Insurance Group, Inc., Mar 27, 2025

DEF 14A of Hanover Insurance Group, Inc.

Filed Mar 27, 2025 · FY20240000950170-25-045710

Open on EDGAR

  1. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE 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 section: (i) identifies our director nominees and continuing directors, highlights their qualifications, describes the director nomination and evaluation processes, and provides a snapshot of Board expertise, diversity and tenure on an aggregate basis; (ii) describes the Board’s independence from management and its leadership structure; (iii) outlines the standing Board committees and their oversight responsibilities; and (iv) describes the Board’s commitment to supporting sustainability and human capital management matters. The Board has adopted Corporate Governance Guidelines that can be found on the Company’s website at www.hanover.com under “About 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, Massachusetts 01653. Information on our website is not part of, or incorporated into, this Proxy Statement. At the Company’s 2024 Annual Meeting of Shareholders, our shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the Board beginning at the 2025 Annual Meeting of Shareholders so that, as existing class terms expire, directors are elected for a one-year term. The amendment did not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including the directors elected at the 2024 Annual Meeting of Shareholders. The Board will be fully declassified beginning at the 2027 Annual Meeting of Shareholders, when the term of the last elected class of directors has expired. There are five nominees for election to the Board this year. Messrs. Bradicich, Bunting, Donnell, Ramrath and Roche are each being nominated to serve for a one-year term expiring at the next annual meeting. Mr. Bradicich has served as a director since 2018, Mr. Bunting has served as a director since 2020, Mr. Ramrath has served as a director since 2004 and Mr. Roche has served as a director since 2017. Mr. Donnell was identified as a potential director candidate and presented to the Nominating and Governance Committee (“NCGC”) by a third-party recruiting firm, which was engaged by the NCGC to assist the NCGC in (i) identifying director candidates that meet the Company’s Director Qualifications as described 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 a candidate, the NCGC evaluated Mr. Donnell following the process described below under “Consideration of Director Nominees” and recommended to the Board that he be considered as a director nominee at the Annual Meeting. The Board has voted to increase the size of the Board to 11 members, concurrent with the election of Mr. Donnell, provided that a majority of the votes properly cast approve Mr. Donnell’s election to the Board. 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 and diversity profile of the Board on an aggregate basis in the section titled “Board Profile and Diversity” beginning on page 9. Additionally, we highlight Board tenure and refreshment 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 12.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Kevin J. Bradicich Age: 67 Director since 2018 Compensation and Human Capital Committee Member | Mr. Bradicich served as Senior Partner at McKinsey & Company, Inc. until his retirement in 2017. Mr. Bradicich began his career at McKinsey in 1983 and also held the titles of Manager, Principal and Director while with the firm. He spent the last 25 years at McKinsey focused on serving insurance company clients. While at McKinsey, Mr. Bradicich was a core member of the firm’s Global Insurance Practice’s leadership group. During his career, he also led the firm’s North American Property and Casualty Insurance Practice and helped lead the Practice’s and the firm’s people processes. Skills & Qualifications: We believe Mr. Bradicich’s qualifications to serve on our Board include his experience as a Senior Partner at McKinsey, including his 25 years of experience focused on advising boards and senior executives at global insurance company clients on all aspects of their business. If re-elected, Mr. Bradicich’s term will expire in 2026. |

  4. Director Nominees

    | Theodore H. Bunting, Jr. Age: 66 Director since 2020 Audit Committee Member | Mr. Bunting most recently served as group president, utility operations at Entergy Corporation, an integrated energy company, from 2012 until his retirement in 2017. Before that, he was senior vice president and chief accounting officer at Entergy from 2007 to 2012, and chief financial officer of several subsidiaries from 2000 to 2007. He held other management positions of increasing responsibility in accounting and operations at Entergy since joining the company in 1983. Mr. Bunting is a certified public accountant. Mr. Bunting is also a director of Unum Group, a publicly traded insurance company providing group long-term disability insurance, employee benefits, individual disability insurance and special risk reinsurance, and of NiSource Inc., a publicly traded natural gas utility company. From 2020 until its acquisition by MasTec in 2022, Mr. Bunting also served as a director of Infrastructure and Energy Alternatives, Inc., a publicly traded infrastructure construction company. Skills & Qualifications: We believe Mr. Bunting’s qualifications to serve on our Board include his extensive accounting and operations experience, his many years of management experience while with Entergy, and his experience on the boards of other publicly traded companies. If re-elected, Mr. Bunting’s term will expire in 2026. |

  5. Director Nominees

    | William E. Donnell Age: 67 | Mr. Donnell most recently served as the President and Chief Executive Officer of NCCI Holdings, Inc. (“NCCI”). NCCI is a national provider of workers compensation information, analysis, tools and services. Mr. Donnell served in this role from 2015 until January 2025, and he retired in February 2025. Prior to joining NCCI, Mr. Donnell served as the President of U.S. P&C Reinsurance for Swiss Re following its acquisition of GE Insurance Solutions in 2006. From 1998 until its acquisition by Swiss Re, he served in various roles at GE Insurance Solutions, including as chief marketing officer, global casualty leader and president of specialty commercial lines. He began his career with various leadership roles at Universal Underwriters and Crum & Forster. He holds both the Chartered Property Casualty Underwriter (CPCU) and Associate in Risk Management (ARM) designations. He is a past board member of the Reinsurance Association of America and the Insurance Industry Charitable Foundation. Skills & Qualifications: We believe Mr. Donnell’s qualifications to serve on our Board include his extensive knowledge of and experience in the P&C industry and his many years of management experience, including as CEO. If elected, Mr. Donnell’s term will expire in 2026. |

  6. Director Nominees

    | Joseph R. Ramrath Age: 68 Director since 2004 Nominating and Corporate Governance Committee Chair | Mr. Ramrath serves as Senior Advisor of Colchester Partners LLC, an investment banking and strategic advisory firm that he cofounded in 2002, and where he has served in various roles, including most recently as senior managing director until December 2023. Mr. Ramrath was Executive Vice President and Chief Legal Officer of the United Asset Management division of Old Mutual plc, an international financial services firm headquartered in London, England, from 2000 to 2002. Prior to that, he was Senior Vice President, General Counsel and Secretary of United Asset Management Corporation from 1996 until its acquisition by Old Mutual in 2000. Earlier in his career, Mr. Ramrath was a partner at Hill & Barlow, a Boston law firm, and a certified public accountant with Arthur Andersen & Co. Skills & Qualifications: We believe Mr. Ramrath’s qualifications to serve on our Board include his accounting, financial and legal background, his experience as a member of management and on the boards of other publicly traded companies, as well as his years of experience as an advisor to investment advisory companies. If re-elected, Mr. Ramrath’s term will expire in 2026. |

  7. Director Nominees

    | John C. Roche Age: 61 Director since 2017 President and CEO | Mr. Roche has been President and Chief Executive Officer of the Company since 2017. Prior to that, he led the Company’s personal and commercial lines businesses as Executive Vice President and President, Hanover Agency Markets. Since joining the Company in 2006, Mr. Roche has served in several senior leadership positions, including President, Business Insurance; Vice President, Field Operations, Marketing and Distribution; and Vice President, Commercial Lines Underwriting and Product Management. Prior to joining the Company, he served in senior roles at The St. Paul Travelers Companies. He began his career at Fireman’s Fund and Atlantic Mutual, where he held a number of underwriting and management positions. Skills & Qualifications: We believe Mr. Roche’s qualifications to serve on our Board include his more than 30 years of experience in the property and casualty insurance industry, his management experience leading significant business units both at the Company and at St. Paul Travelers, and his detailed understanding of the Company and its business. If re-elected, Mr. Roche’s term will expire in 2026. |

  8. Directors Continuing in Office

    Directors Continuing in Office

  9. Directors Continuing in Office

    | Francisco A. Aristeguieta Age: 59 Director since 2022 Nominating and Corporate Governance Committee Member | Mr. Aristeguieta currently serves as Group Head, International Banking for Scotiabank, a global provider of financial services. Prior to that appointment in May 2023, Mr. Aristeguieta served as special advisor for State Street Corporation, a provider of financial services to institutional investors worldwide. Mr. Aristeguieta served as Chief Executive Officer of State Street Institutional Services from 2020 to May 2022 and served as Executive Vice President and Chief Executive Officer of State Street International Business from 2019 to 2020. Before joining State Street in 2019, Mr. Aristeguieta was Chief Executive Officer of Citigroup Asia Pacific, an international investment banking and financial services provider, from 2015 to 2019. Prior to that role, he served as Chief Executive Officer of Citigroup Latin America from 2013 to 2015 and before that he led Citigroup’s Global Transaction Services Group in Latin America and served as vice chairman on the board of directors of Banco de Chile. Skills & Qualifications: We believe Mr. Aristeguieta’s qualifications to serve on our Board include his many years of senior leadership and management experience in the financial services industry. Mr. Aristeguieta’s term expires in 2026. |

  10. Directors Continuing in Office

    | Jane D. Carlin Age: 69 Director since 2016 Audit Committee Chair | Ms. Carlin has provided advisory and consultancy services to financial services companies since 2012. Prior to that, Ms. Carlin served in senior roles with leading companies, including Morgan Stanley Group Inc. and Credit Suisse Group AG. At Morgan Stanley, she held a number of leadership positions, most recently as managing director, global head of financial holding company governance and assurance, from 2006 to 2012, and previously from 1987 to 2003, when she served as managing director and deputy general counsel. From 2003 to 2006, Ms. Carlin was managing director and global head of bank operational risk oversight at Credit Suisse. In 2010, Ms. Carlin was appointed by the U.S. Treasury Department as chair of the Financial Services Sector Coordinating Council for Critical Infrastructure Protection and Homeland Security (“FSSCC”) and served in that role until 2012. Prior to that, from 2009 to 2010, she served as vice chair of the FSSCC and as chair of its Cyber Security Committee. Ms. Carlin serves as a trustee of iShares Trust and iShares U.S. ETF Trust. Skills & Qualifications: We believe Ms. Carlin’s qualifications to serve on our Board include her many years of management experience in compliance, risk oversight, and cybersecurity in the financial services industry, and her experience on the boards of other publicly traded companies. Ms. Carlin’s term expires in 2026. |

  11. Directors Continuing in Office

    | J. Paul Condrin III Age: 63 Director since 2021 Compensation and Human Capital Committee Chair | Mr. Condrin served as Executive Vice President and President, Commercial Insurance for Liberty Mutual Insurance from 2012 until his retirement in 2018. During his 29 years at Liberty Mutual, Mr. Condrin served in other senior roles, including as President of three additional strategic business units, Corporate CFO and Corporate Comptroller. Mr. Condrin began his career at KPMG, where he specialized in serving insurance companies and higher education institutions. Mr. Condrin is also Chair of the Board of Trustees of Bentley University. Mr. Condrin has served on the Bentley Board of Trustees since 2013 and served as Interim President from June 2020 to May 2021. Skills & Qualification: We believe Mr. Condrin’s qualifications to serve on our Board include his many decades of extensive experience in and knowledge of the insurance industry, including his many years of senior management experience. Mr. Condrin’s term expires in 2027. |

  12. Directors Continuing in Office

    | Cynthia L. Egan Age: 69 Director since 2015 Chair of the Board Compensation and Human Capital Committee Member | From 2007 until her retirement in 2012, Ms. Egan was President, Retirement Plan Services for T. Rowe Price Group, a global investment management organization. From 1989 to 2007, Ms. Egan held progressively senior positions with Fidelity Investments, a multinational financial services corporation, serving as Executive Vice President, Head of Fidelity Institutional Services Company, President of the Fidelity Charitable Gift Fund, and Executive Vice President of Fidelity Management Research Co. From 2014 to 2015, she was an advisor to the U.S. Department of Treasury specializing in retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and prior to joining Fidelity, worked at KPMG Peat Marwick and Bankers Trust Company. Ms. Egan is also a director of Unum Group, a publicly traded insurance company providing group long-term disability insurance, employee benefits, individual disability insurance and special risk reinsurance; Vice Chair and Lead Independent Director of Huntsman Corporation, a publicly traded global manufacturer and marketer of differentiated and specialty chemicals; and a director of the BlackRock Fixed Income Funds Complex, a fund complex comprised of 103 mutual funds. Ms. Egan also serves as Emeriti Chair of the Board of Visitors of the University of Maryland School of Medicine. Skills & Qualifications: We believe Ms. Egan’s qualifications to serve on our Board include her many years of management experience in the financial services industry at Fidelity and T. Rowe Price and her experience on the boards of other publicly traded companies. Ms. Egan’s term expires in 2027. |

  13. Directors Continuing in Office

    | Kathleen S. Lane Age: 67 Director since 2018 Nominating and Corporate Governance Committee Member | Ms. Lane served as Executive Vice President and Chief Information Officer at The TJX Companies, Inc. (“TJX”) from 2008 to 2013. Prior to joining TJX, Ms. Lane was Group Chief Information Officer at National Grid plc from 2006 to 2008. In addition, she served as Chief Information Officer at the Gillette Company, GE Oil & Gas, and GE Vendor Financial Services. Ms. Lane also served as Director, Technology Services of Pepsi Cola International and began her career at The Procter & Gamble Company. Since March 2024, Ms. Lane has served as a director of Camping World Holdings, Inc., a publicly traded retailer of RVs and related products and services. Ms. Lane previously served as a director of Armstrong Flooring, Inc., a publicly traded global producer of flooring products, from 2016 to 2022. Skills & Qualifications: We believe Ms. Lane’s qualifications to serve on our Board include her many years of executive and management experience as a Chief Information Officer at leading companies and her experience on the boards of other publicly traded companies. Ms. Lane’s term expires in 2027. |

  14. Directors Continuing in Office

    | Elizabeth A. Ward Age: 60 Director since 2022 Audit Committee Member | Ms. Ward served as Chief Financial Officer of Massachusetts Mutual Life Insurance Company (“MassMutual”), a mutual life insurance company, from 2016 until her retirement in December 2024. She previously served as Executive Vice President and Chief Actuary of MassMutual from 2015 to 2019, and as Chief Enterprise Risk Officer from 2007 to 2016. Prior to joining MassMutual affiliate, Babson Capital Management, in 2001, Ms. Ward worked in investment portfolio management and actuarial roles at American Skandia Life Assurance Company, Charter Oak Capital Management and Aeltus Investment Management, a subsidiary of Aetna Life & Casualty Company. Ms. Ward served as a member of the Board of Managers of Barings LLC, a registered investment company and subsidiary of MassMutual until her retirement in December 2024, and previously served on the Board of Directors of MML Investment Advisors, LLC (2013-2021) and MML Investors Services, LLC (2012-2021), each registered investment companies and subsidiaries of MassMutual. Ms. Ward also serves as a member of the Board of Trustees of The University of Rochester. Skills & Qualifications: We believe Ms. Ward’s qualifications to serve on our Board include her decades of management experience in finance and accounting, actuarial science, risk management and investment management in the life insurance industry, including many years of senior management experience. Ms. Ward’s term expires in 2026. |

  15. Board Profile and Diversity

    Board Profile and Diversity The Board regularly evaluates its performance and composition and assesses each individual director’s and director nominee’s skills and expertise to ensure alignment with the Company’s overall long-term strategy. The Board believes diversity among its members provides the Company with extensive insight, perspective and experience that are important to effective corporate governance and in addressing the complex challenges that the Company faces. As set forth in the Charter of the NCGC, the Board considers each director’s and director nominee’s business experience, skills and expertise, and may consider the representation of diverse backgrounds when seeking 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 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:

  16. Board Profile and Diversity

    | • | capital markets | • | risk management | | • | financial services | • | information security | | • | mergers, acquisitions, and strategic business combinations | • | artificial intelligence / big data | | • | finance / accounting | • | legal / regulatory | | • | investments / portfolio management | • | investor relations | | • | technology | • | corporate strategy | | • | marketing and distribution | • | human resources / human capital management | | • | governance | • | sustainability | | • | government and public policy | | | | • | property & casualty insurance (beyond service on our Board), including two sub-categories, one for underwriting and one for distribution | | |

  17. Board Profile and Diversity

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

  18. Board Profile and Diversity

    | | | | | |

  19. Board Profile and Diversity

    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)

  20. Director Independence

    Director Independence Under the New York Stock Exchange (“NYSE“) 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. Until January 6, 2025, Mr. Donnell served as President and CEO of NCCI, and he retired from NCCI on February 14, 2025. The Company is an industry member of NCCI and currently conducts regular business activities with it, as NCCI is the exclusive or predominant source of workers compensation data, analysis and related sources for the workers compensation market in thirty-eight states where we offer workers compensation insurance. Additionally, one of our executive officers, Richard W. Lavey, currently represents the Company’s interests as a member of NCCI, serving on its board. The Board and the NCGC examined these relationships in light of the independence standards adopted by the NYSE and our Corporate Governance Guidelines, and concluded that Mr. Donnell is independent under these standards. After review by, and following the recommendation of the NCGC, the Board determined that every director and director nominee 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.

  21. Board Refreshment and Tenure

    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 four directors retired from the Board. This year the Board is recommending a new director for election by the shareholders. 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%

  22. Consideration of Director Nominees

    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 acts on recommendations. Director Qualifications Members of the Board and nominees for election should possess high personal and professional ethics, have 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 may also take into consideration factors such as diversity of race, gender, ethnicity, background and age. Additionally, during its evaluation of each director nominee, the NCGC and the Board will evaluate each director nominee’s time commitments to ensure that members of the Board are able to dedicate sufficient time to the Board and any committees on which such director may serve. As described above under “Board Profile and Diversity” starting on page 9, 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 NCGC 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. In May 2024, our shareholders approved certain amendments to our Amended and Restated By-laws (the “By-laws“) to revise the notice requirements for shareholder nominations. Pursuant to Section 3.3 of the 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 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting. The notice must set forth specific information, which is outlined in Section 3.3 and 3.4 of our By-laws, including the name, address and number and class 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. 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 our By-laws and provide the additional information required by Rule 14a-19 of the Exchange Act.

  23. Director Compensation

    Director Compensation The CHCC is responsible for advising the Board with respect to the Company’s director compensation practices and programs. In executing such responsibilities in 2024, the CHCC reviewed relevant market data provided by its independent compensation consultant, Compensation 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, see page 32), general industry survey data from the National Association of Corporate Directors for public companies with between $2.5 billion and $10.0 billion in revenue and a review of recent trends and developments in director compensation. The CHCC presented its recommendations to the full Board which, at its May 2024 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 members. The Board also considered that it increased the annual director stock and cash retainer fees in 2023. Based upon its review of the information provided above and the CHCC’s recommendation, the Board did not make any changes to director compensation from the levels in effect during the 2023/2024 Annual Compensation Cycle. The director compensation for the 2024/2025 Annual Compensation Cycle, as approved by the Board, is reflected below.

  24. Director Compensation

    | Fees | 2024/2025 Annual Compensation Cycle | | Annual Director Retainer | | | Stock Component (issued pursuant to the 2022 Plan) | $150,000 | | Cash Component | $105,000 | | Chair of the Board Annual Retainer | $125,000 | | Committee Chair Annual Retainers* | | | NCGC | $21,000 | | CHCC | $25,000 | | Audit Committee | $36,000 | | Committee Member Annual Retainer | | | NCGC | $10,000 | | CHCC | $11,000 | | Audit Committee | $15,000 |

  25. Director Compensation

    * Includes both committee chair and committee member retainer. Pursuant to the Company’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 Common Stock, and (ii) cash and stock-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 (4.66% for 2024 and 4.54% for 2025, and as determined using the November 2023 and 2024 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. Mr. Roche, as an employee of the Company, receives no additional compensation for his service as a member of the Board.

  26. Director Compensation Table

    Director Compensation Table The following table sets forth the total compensation of our non-employee directors for the 2024/2025 Annual Compensation Cycle. All amounts were paid in 2024.

  27. Director Compensation Table

    | Name | Fees Earned in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Francisco A. Aristeguieta | 115,076 | 149,924 | — | 265,000 | | Kevin J. Bradicich | 116,076 | 149,924 | — | 266,000 | | Theodore H. Bunting, Jr. | 120,076 | 149,924 | — | 270,000 | | Jane D. Carlin | 141,076 | 149,924 | — | 291,000 | | J. Paul Condrin III | 130,076 | 149,924 | 5,000 | 285,000 | | Cynthia L. Egan | 241,076 | 149,924 | 5,000 | 396,000 | | Kathleen S. Lane | 115,076 | 149,924(3) | — | 265,000 | | Joseph R. Ramrath | 126,076 | 149,924 | 5,000 | 281,000 | | Elizabeth A. Ward | 120,076(4) | 149,924(4) | — | 270,000 |

  28. Director Compensation Table

    (1) The amounts in this column reflect the grant date fair value of the annual stock retainer computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718. Amounts calculated are based on the closing price of our Common Stock on the NYSE on the date of grant. None of our non-employee directors held any stock options or other unvested stock-based awards as of December 31, 2024. For information on the shareholdings for our directors, please see “Stock Ownership by the Company’s Directors and Executive Officers” on page 1. Consists of matching contributions by the Company’s charitable foundation to qualified charitable organizations. All or a portion of this amount has been deferred at the election of the director. Ms. Ward elected to convert her cash retainer into shares of THG stock for 2024. Accordingly, she received 896 additional shares during 2024 with a grant date fair value of $120,046, computed in the same manner as described in footnote 1 above. This amount is reflected in Fees Earned in Cash, representing converted cash fees, rather than in the Stock Awards column.

  29. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently has 10 members and consists of three classes whose terms end in successive years. At the 2024 Annual Meeting of Shareholders, our shareholders approved an amendment to our Charter to declassify the Board so that directors are elected for a one-year term beginning at the 2025 Annual Meeting of Shareholders. The amendment did not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including the directors elected at the 2024 Annual Meeting of Shareholders. There are five nominees for election to the Board this year. Messrs. Bradicich, Bunting, Donnell, Ramrath and Roche are each being nominated to serve for a one-year term expiring at the next annual meeting. The Board has voted to increase the size of the Board to 11 members, concurrent with the election of Mr. Donnell, provided that a majority of the votes cast approve Mr. Donnell’s election to the Board. 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 Item I 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. If Mr. Donnell is not elected at the Annual Meeting, then, under Delaware law, he would not become a director and would not serve on the Board as a “holdover director.” 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 management 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.”

  30. ELECTION OF DIRECTORS

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

  31. ELECTION OF DIRECTORS

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

  32. Short-Term Incentive Compensation Awards – Results and Payouts

    Short-Term Incentive Compensation Awards – Results and Payouts

  33. Short-Term Incentive Compensation Awards – Results and Payouts

    | Year | Performance Measure Targets | Actual Results / Percent of Target | Payout Relative to Target Award | | | Pre-Tax Operating Income - $486M | $285.1M / 59% | | | 2022 | Ex-Cat Operating Income - $743M | $687.7M / 88% | 88.0% | | | Pre-Established Strategic Priorities | Achieved | | | | Pre-Tax Operating Income - $461M | $105.6M / 0% | | | 2023 | Ex-Cat Operating Income - $749M | $795.7M / 134%† | 95.0% | | | Pre-Established Strategic Priorities | Achieved / 105% | | | | Pre-Tax Operating Income - $461M | $650.1M / 175% | | | 2024 | Ex-Cat Operating Income - $874M | $1,026.0M / 187% | 150.0% | | | Pre-Established Strategic Priorities | Achieved / 115% | |

  34. Short-Term Incentive Compensation Awards – Results and Payouts

    † Percentage payout as adjusted pursuant to the terms of the 2023 Short-Term Incentive Compensation Program. Long-Term Incentive Compensation: PBRSUs (Relative Total Shareholder Return Performance Metric) with Performance Periods Ending in 2022, 2023 and 2024 – Results and Payouts

  35. Short-Term Incentive Compensation Awards – Results and Payouts

    | Year Ended | Target (100%) | 3-Year Total Shareholder Return | Relative Total Shareholder Return | Payout | | 2022 | Three-Year Relative Total | 9.40% | 43rd Percentile | 86.96% | | 2023 | Shareholder Return at | 14.84% | 36th Percentile | 72.73% | | 2024 | the 50th Percentile | 30.17% | 23rd Percentile | 25.00% |

  36. Short-Term Incentive Compensation Awards – Results and Payouts

    Long-Term Incentive Compensation: PBRSUs (Average Adjusted Operating ROE Performance Metric) with Performance Periods Ending in 2022, 2023 and 2024 – Results and Payouts

  37. Short-Term Incentive Compensation Awards – Results and Payouts

    | Year Ended | Target (100%) | 3-Year Average Adjusted Operating ROE Achieved | Payout | | 2022 | Three-Year Average Adjusted Operating ROE Achieved at 9.50% to 10.50% | 12.0% | 130.0% | | 2023 | Three-Year Average Adjusted Operating ROE Achieved at 9.50% to 10.50% | 11.1% | 112.0% | | 2024 | Three-Year Average Adjusted Operating ROE Achieved at 10.0% | 11.5% | 125.0% |

  38. Long-Term Compensation: Options Granted in 2022, 2023 and 2024

    Long-Term Compensation: Options Granted in 2022, 2023 and 2024

  39. Long-Term Compensation: Options Granted in 2022, 2023 and 2024

    | | | FY End 2022 | | FY End 2023 | | FY End 2024 | | | Year of Option Award | Option Exercise Price | THG Closing Price | Intrinsic Value† per Option | THG Closing Price | Intrinsic Value† per Option | THG Closing Price | Intrinsic Value† per Option | | 2022 | $139.51 | $135.13 | $— | $121.42 | $— | $154.66 | $15.15 | | 2023 | $140.01 | N/A | | $121.42 | $— | $154.66 | $14.65 | | 2024 | $134.26 | N/A | | | | $154.66 | $20.40 |

  40. Long-Term Compensation: Options Granted in 2022, 2023 and 2024

    † Intrinsic Value is calculated as the difference between the applicable THG Closing Price and the Option Exercise Price. In summary, our performance and, with respect to long-term incentive awards, our stock price, have a significant impact on compensation for our NEOs. The CHCC continues to grant target compensation at levels that it believes are appropriate under current circumstances, but actual compensation is, and is expected to continue to be, highly dependent on our financial performance and stock price.

  41. Compensation Best Practices

    | WHAT WE DO | | | ✓ | Long-term incentive plan comprised exclusively of equity-based awards tied to stock price and that vest generally over a period of three years | | ✓ | Significant stock ownership guidelines for executive officers | | ✓ | Maintain a clawback policy that aligns with the New York Stock Exchange (“NYSE”) listing standards and SEC rules | | ✓ | Robust clawback provisions in equity award agreements that provide for participants to return value received upon vesting of time-based and performance-based RSUs and exercise of stock options in the event an executive breaches certain non-solicitation, non-interference or confidentiality provisions or otherwise violates our Code of Conduct | | ✓ | Double-trigger requirement for change in control benefits (other than for TBRSUs issued to “retirement eligible employees”) | | ✓ | Independent compensation consultant | | ✓ | Regular review of compensation peer groups | | ✓ | Annual review of compensation plans, policies and practices | | ✓ | Every executive officer is subject to non-solicitation, non-interference and confidentiality agreements |

  42. Compensation Best Practices

    | WHAT WE DON'T DO | | No excessive perquisites for executive officersX | | No re-pricing of stock option grantsX | | None of our executive officers are entitled to “280G tax gross-up” payments in connection with their change in control benefitsX | | Executive officers and directors are prohibited from pledging any of their THG securities, and all officers, directors and employees are prohibited from hedging our securitiesX | | No uncapped payouts under our short- and long-term incentive plans for executivesX | | No payment of dividend equivalents on equity awards until vestingX |

  43. Executive Compensation Policy and Objectives

    Executive Compensation Policy and Objectives The overall objectives of our executive compensation programs are to: • attract and retain qualified, high-performing individuals who will contribute to our continued success; • tie a significant portion of compensation to overall financial and business objectives, balancing risk and reward; • incentivize executives to manage and invest in the long-term, sustained success of the Company; • encourage our executives to promote our “CARE” values, including human capital development and other sustainability priorities; and • align the interests of our executives with those of our shareholders. Each component of compensation is intended to achieve particular objectives, and the entire compensation package is designed to align with our business strategy and be reasonably competitive in the marketplace. Although we do not have a policy for a fixed allocation between either cash and non-cash or short-term and long-term incentive compensation, we design our NEO compensation packages with greater emphasis on variable compensation tied to performance rather than base salary, and a significant portion of total target compensation is in the form of long-term, equity-based awards, which are subject to multi-year vesting requirements and the value of which is dependent on our stock performance. This approach is intended to balance short- and long-term performance goals and promote shareholder value.

  44. Setting Executive Compensation

    Setting Executive Compensation Use of Compensation Consultants and Comparative Data In evaluating our executive compensation programs for 2024, the CHCC was advised by its independent compensation consultant, Compensation Advisory Partners LLC (“CAP”). CAP was selected by, and reports to, the CHCC. Pursuant to its Charter, the CHCC 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 NYSE listing standards. The CHCC reviewed such factors as it deemed appropriate, including all such factors required by the NYSE listing standards, and believes that CAP is independent from the Company and its management. CAP was not engaged by the Company for any other purpose, and the CHCC reviewed all compensation payable to this firm. During 2024, a representative of CAP: regularly attended, either in person or via video conference, CHCC meetings; • periodically participated in executive sessions of the CHCC, at which no members of management were present; • provided relevant market and comparative data and information; • provided advice regarding compensation trends and developments; • assisted in the review and design of our director and executive compensation programs; and • provided advice with respect to compensation decisions relating to our executive officers and directors. Additionally, for 2024, CAP reviewed and provided comments regarding the executive compensation disclosure in the 2024 Proxy Statement and provided input to the CHCC and to management regarding the selection of peer companies against which to evaluate executive compensation levels and practices. CAP provided information as to compensation levels for comparable positions at other companies that compete with us for executive talent and business. For 2024, this data was prepared based upon the publicly disclosed proxy statements of the group of property and casualty insurance companies listed below (the “Comparative Proxy Data” and, such companies, the “Comparative Proxy Data Companies”) and market pay data collected from the 2023 Mercer U.S. Property & Casualty Insurance Compensation Survey, the 2023 CompAnalyst Insurance Compensation Survey, and the 2023 PayFactors Insurance Compensation Survey, each adjusted for size (collectively, the “Comparative Market Data”). The Comparative Proxy Data Companies were determined by the CHCC in 2023 based upon the recommendation of CAP due to their size relative to the Company, comparable business mix and overlap with peer groups established by certain proxy advisory firms. Based on the CHCC’s evaluation and CAP’s recommendations, no changes were made to the list for 2024.

  45. Principal Components of 2024 Executive Compensation

    Principal Components of 2024 Executive Compensation 2023 2024 2025 2026 Options have a 10- year term (2033) Base Salary paid bi-weekly throughout 2023 Short-Term Incentive – based on 2023 Company and individual performance. Lump sum paid in March 2024 Long-Term Incentive – Time-Based and Performance- Based Restricted Stock Units. Cliff vest in 2026 Long-Term Incentive – Non- Qualified Stock Options. 1/3 of the award vests on the first three anniversaries of grant Annual Base Salary Annual base salary is designed to provide a fixed level of compensation to our NEOs depending on their roles, skills, qualifications, and competitive pay levels (based upon the Comparative Proxy Data and Comparative Market Data), as well as to attract and retain employees. Base salary, however, is only one of several different components of an executive’s total compensation package and makes up a significantly smaller portion of total target compensation than the combined short- and long-term incentive opportunities described below. 2024 Base Salary Rate

  46. Principal Components of 2024 Executive Compensation

    * Percentage change measured against base salary rate in effect as of the end of 2023. Adjustments effective April 2024. The annual base salary adjustment for each of Messrs. Farber, Lavey, Salvatore and Kerrigan was approved by the CHCC after taking into consideration each NEO’s performance, expertise, experience, breadth of responsibilities, and a review of Comparative Proxy Data and Comparative Market Data. Short-Term Incentive Compensation Our short-term incentive compensation program (the “STIP”) provides annual, performance-based cash compensation opportunities for our NEOs. Opportunities are targeted at a percentage of annual base salary, depending on each executive’s role, competitive pay levels (based upon the Comparative Proxy Data and Comparative Market Data) and overall pay package. Actual payouts under the program’s terms could range from 0% to approximately 195% of the target award based upon Company and individual performance, as discussed below. Specifically, our short-term incentive compensation program is designed to motivate and reward: achievement of annual targeted financial goals; • an executive’s overall contribution to the Company; • achievement of annual operating business goals and strategic priorities that are linked to overall corporate financial results and other business priorities; and • an executive’s demonstration of core leadership competencies and “CARE” values. 2024 Short-Term Incentive Compensation Target Awards

  47. Dennis F. Kerrigan

    Long-Term Incentive Compensation Our long-term incentives are designed to: • encourage management to achieve long-term goals, invest in our future and sustained success, and avoid short-term excessive risk taking; • align management’s financial incentives with our stock price and the longer-term financial interests of shareholders; and recruit and retain key leaders. Factors considered in determining our NEOs’ award opportunities under the long-term incentive program include: the importance of the NEO’s responsibilities within the organization; • the expected contributions of the NEO to our long-term performance; • the expense attributable to the award; • recruitment and retention considerations; • awards made to other executive officers; • competitive pay data; • historical compensation; and • the projected value of prior grants and existing vesting schedules. As a condition to each long-term incentive compensation award, each recipient must agree to non-solicitation, non-interference, and confidentiality provisions. 2024 Long-Term Awards The 2024 long-term awards for our NEOs were comprised of a combination of (i) performance-based (relative total shareholder return) restricted stock units (“RTSR PBRSUs”); (ii) performance-based (return on equity) restricted stock units (“ROE PBRSUs”); (iii) time-based restricted stock units (“TBRSUs”); and (iv) stock options. Each component represented approximately 25% of the total value of the award opportunity based upon its grant date fair value (assuming target performance for the PBRSUs). The mix of awards for our NEOs was intended to provide a balanced portfolio of equity awards and was chosen to tie the realized value of an award to long-term stock appreciation, while encouraging retention and the achievement of absolute or relative performance goals. Long-term awards serve to align management’s financial incentives with longer-term, sustained growth in our stock price, and are subject to multi-year vesting periods to encourage both retention and a longer-term stake in the well-being and prosperity of all of our stakeholders. In 2024, the value (based on the award’s grant date fair value) of the awards for each of our NEOs was increased to recognize the NEO’s performance, increased experience and contributions to the long-term success of the Company, and to reflect competitive pay levels after a review of Comparative Proxy Data and Comparative Market Data. 2024 Long-Term Awards (Number of Shares Underlying Awards)*

  48. Dennis F. Kerrigan

    | NEO | RTSR PBRSUs (target) | ROE PBRSUs (target) | TBRSUs | Stock Options | % Increase† | | John C. Roche | 9,311 | 9,311 | 9,311 | 41,437 | 8.8% | | Jeffrey M. Farber | 3,445 | 3,445 | 3,445 | 15,332 | 5.8% | | Richard W. Lavey | 2,049 | 2,049 | 2,049 | 9,117 | 10.1% | | Bryan J. Salvatore | 1,863 | 1,863 | 1,863 | 8,288 | 11.2% | | Dennis F. Kerrigan | 1,211 | 1,211 | 1,211 | 5,387 | 8.4% |

  49. Dennis F. Kerrigan

    | * Reflects initial issuance of restricted stock units and is not adjusted for subsequent accrual of dividend equivalents under the terms of these awards (see “Dividend Equivalents” below). | | † Represents the percentage increase of the aggregate grant date fair value of the awards compared to the values granted in 2023. |

  50. Dennis F. Kerrigan

    Description of RTSR PBRSUs The RTSR PBRSUs: • are earned only to the extent that our three-year (2024-2026) total shareholder return as compared to the companies that comprise the PBRSU Comparison Group set forth below (“Relative Total Shareholder Return” or “RTSR”) places our performance above a certain percentile; • may be earned between 0% and 150% of the target award, based upon the level of RTSR achieved; and are subject to a three-year time-based “cliff” vesting requirement and vest on the third anniversary of the date of grant (assuming achievement of performance goals and generally subject to continued employment through the vesting date). The table below sets forth the level of RTSR required to achieve various payouts under the program:

  51. Dennis F. Kerrigan

    | † In the event that our total shareholder return is negative for the three-year period, payout is capped at 100% of the target award even if our RTSR is above the 50th percentile. If RTSR falls below the 25th percentile, but our total shareholder return exceeds our three-year compounded dividend yield during the period, payout will equal 25% of target. |

  52. RTSR PBRSU Comparison Group

    We chose the 22 companies listed above because we believe these companies are most representative of the companies against which we compete for capital/business. This list is the same as the one used for the 2023 RTSR PBRSUs, excluding Argo Group International Holdings Ltd. because it was acquired. The companies that comprise our Comparative Proxy Data Companies are also included in this list. The CHCC chose RTSR as the performance metric to further align our NEOs’ interests with those of our shareholders, to encourage a focus on long-term share price performance and to include a metric that explicitly measures our performance against other public companies in our industry. Description of ROE PBRSUs The ROE PBRSUs: • are earned only to the extent targeted levels of three-year average (2024-2026) Adjusted Operating ROE (described in more detail below) are achieved; • may be earned between 0% and 150% of the target award, based upon average Adjusted Operating ROE achieved; and • are subject to a three-year time-based “cliff” vesting requirement and vest on the third anniversary of the date of grant (assuming achievement of performance goals and generally subject to continued employment through the vesting date). The table below sets forth the level of average Adjusted Operating ROE required to achieve various payouts under the program:

  53. RTSR PBRSU Comparison Group

    Adjusted Operating ROE is operating return on average equity (see Appendix A for additional information) adjusted to exclude: catastrophe losses (net of reinsurance) in excess of 8.0% of net earned premium; provided, however, during each year of the performance period Adjusted Operating ROE shall include catastrophe losses (net of reinsurance) of no less than 5.4% of net earned premium (“cat-collar”); • impact of reserve development (favorable or unfavorable) attributable to (i) certain discontinued legacy reinsurance pools business, (ii) accident years 10 or more years prior to the year recorded, or (iii) the disposal of an insurance portfolio through either sale or reinsurance of prior accident year reserves; • expenses or liabilities associated with corporate lawsuits arising from actions, events or omissions that occurred more than 10 years prior to the year recorded; and • the impact of federal income tax changes from the current statutory rate of 21%. The foregoing adjustments are designed to mitigate the impact (positive or negative) to operating income, net of interest expense and income taxes, (i) related to catastrophe losses significantly in excess of or below planned levels, and (ii) of events and strategic decisions that generally occurred prior to the tenure of our current executive leadership team. The CHCC modified the cat-collar from 3.3%-6.3% to 5.4%-8.0% for 2024 in recognition of weather severity trends. The CHCC chose the Adjusted Operating ROE metric because it believes it is an appropriate measure for evaluating operating performance within our industry and is consistent with our strategic goals and philosophy. Accordingly, the CHCC believes the achievement of the Adjusted Operating ROE targets should increase shareholder return. Description of TBRSUs The TBRSUs will vest on the third anniversary of the grant date and convert into an equivalent number of shares of Common Stock, in each case, generally subject to the executive remaining employed by the Company through the vesting date. The purpose of the awards is to encourage executive retention and reinforce shareholder alignment. Dividend Equivalents To the extent a cash dividend is paid with respect to our outstanding Common Stock prior to the vesting date for the applicable award, holders of PBRSUs and TBRSUs accrue dividend equivalents in the form of additional PBRSUs or TBRSUs, as applicable. Such additional accrued restricted stock units vest only to the extent the underlying award vests in accordance with its terms. Description of Stock Options The exercise price for all stock option awards is the closing price of our Common Stock on the NYSE on the date of grant. Each stock option has a ten-year term and, provided the NEO remains employed by us through the applicable vesting dates, vests as to one-third of the underlying shares on each of the first three anniversaries of the grant date. Stock options directly align a portion of total compensation with our stock performance since they become valuable only if and to the extent the NEO vests in the award and our share price increases over the period of time measured from the date of grant. Additionally, because stock options do not fully vest for three years, they encourage executive retention. Long-Term Incentive Award Pay-Outs in 2024 for Awards Granted in Prior Years During 2024, RTSR and ROE PBRSUs granted in 2021 (earned at 72.73% and 112.0% of target, respectively, based on the achievement of the applicable three-year (2021-2023) RTSR performance goal at the 36th percentile and the achievement of a three-year (2021-2023) average Adjusted Operating ROE at 11.1%), and the TBRSUs granted in 2021 vested. In addition, one-third of the stock options granted in each of 2022 and 2023, vested, and the final one-third of the stock options granted in 2021 vested. Also during 2024, because Mr. Roche is “retirement eligible” under the terms of his 2024 TBRSU award and Mr. Farber became “retirement eligible” under the terms of his 2022, 2023 and 2024 TBRSU awards, a portion of each of those awards was accelerated to satisfy required FICA and associated income tax withholding obligations for both executives. For additional information regarding vesting of awards in 2024, please see “Option Exercises and Stock Vested in 2024” on page 52. In the first quarter of 2025, the RTSR and ROE PBRSUs granted in 2022 (earned at 25.0% and 125.0% of target, respectively, based on the applicable three-year (2022-2024) RTSR performance at the 23rd percentile and our total shareholder return of 30.17% exceeding our three-year compounded dividend yield of 7.74%, and the three-year (2022-2024) average Adjusted Operating ROE at 11.5%) vested. In addition, the TBRSUs granted in 2022 vested, and one-third of the stock options granted in each of 2023 and 2024, vested, and the final one-third of the stock options granted in 2022 vested.

  54. Other Compensation and Benefits

    Other Compensation and Benefits Our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, group life, disability and accidental death and dismemberment insurance, our tax-qualified retirement plans, and our employee stock purchase plan, in each case on the same basis as other employees. In addition, certain of our senior employees, including the NEOs, participate in the following programs: Non-Qualified Retirement Savings Plan Our Non-Qualified Retirement Savings Plan provides additional Company contributions comparable to the benefits that are available to employees generally under our 401(k) Plan (see page 52 for additional information), but without regard to the maximum contribution limits under federal tax laws. For the 2024 plan year, the plan provided eligible employees, including each of our NEOs, a 6% employer contribution on total eligible compensation (salary and actual annual short-term incentive compensation, up to target) in excess of Internal Revenue Code limits. Such contributions are deferred and credited with interest based on the GATT rate. The amount of total compensation eligible for an employer contribution cannot, however, exceed $1 million minus the limit in effect for our 401(k) Plan under Section 401(a)(17) of the Internal Revenue Code ($345,000 for 2024). We adopted this plan so that all employees will be entitled to employer contributions equal to the same percentage of total eligible compensation, without regard to the limits under the Internal Revenue Code applicable to the 401(k) Plan (subject to the limitations described in the paragraph above), and to be consistent with common market practices. This plan applies equally to all employees who have eligible compensation in excess of federal limits. The plan does not currently provide for additional employee contributions. Though the annual employer contributions to the Non-Qualified Retirement Savings Plan were made during the first quarter of 2025, since such contributions were made with respect to compensation paid in 2024, the Summary Compensation Table (see page 46) and Non-Qualified Deferred Compensation in 2024 Table (see page 52) reflect such 2025 contributions as 2024 compensation amounts. Such amounts are similarly included with respect to prior years. Perquisites The CHCC reviews, at least annually, the corporate perquisites made available to our NEOs. The CHCC believes corporate perquisites should represent a relatively small component of an NEO’s total compensation package. In 2024, consistent with prior years, perquisites offered to our NEOs, generally, were comprised of (i) financial planning services, (ii) matching contributions (up to $5,000) to eligible tax-qualified charitable organizations, and (iii) limited reimbursements for spousal travel related solely to agent conferences and Company events where spousal attendance was expected. Additionally, beginning in 2024, executive physicals were offered to our NEOs. We also provided certain security measures for our CEO in December 2024, as discussed below. We provide financial planning services to each of our NEOs to minimize distractions and help ensure appropriate focus on Company responsibilities. The cost for such services is treated as taxable income to the participating executives. Our matching charitable contributions program is designed to encourage participation in charitable organizations and is consistent with our general philosophy of good corporate citizenship. Our executives and other Company officers and employees are also encouraged to actively participate on boards of directors or in other capacities with local non-profit organizations. Upon conducting a review of industry standards and our competitors’ practices, the CHCC determined that offering executive physicals would mitigate business disruption and risk due to preventable health incidents of our senior level executives, particularly as a mid-size organization where depth of succession may be more limited. In December 2024, the CEO of a major insurance group was assassinated while attending an investor meeting in New York City. As a result of this event, the Board required that Mr. Roche use private, non-commercial aircraft leased by the Company from a third party for all travel for 30 days beginning on December 12, 2024. Due to the then-immediate security threat, the Board believed it was in the best interest of the Company and its shareholders to require Mr. Roche to travel by private plane for the near term. The incremental cost to the Company associated with such travel is reflected in the “All Other Compensation” column of the Summary Compensation Table. For more information regarding perquisites, please see Note 3 to the Summary Compensation Table beginning on page 46. Amended and Restated Employment Continuity Plan (“CIC Plan”) The purposes of the CIC Plan are to: • keep key management employees focused on the interests of our shareholders and to secure their continued services and their undivided attention, dedication and objectivity in the event of a possible change in control; provide job loss protection comparable to the protection provided by competing organizations; and ensure that participants do not solicit or assist in the solicitation of our employees, agents and/or policyholders for a specified period, or disclose any of our confidential or proprietary information prior to or after a change in control. Additionally, the CIC Plan is designed to protect us and our shareholders, who might be affected adversely if management were to be distracted, or were to depart, in the event a change in control transaction were to be rumored or considered. The CIC Plan provides benefits, including cash payments and continuation of health and other benefits, in the event of a termination of employment following a change in control. These benefits are intended to reinforce and encourage the continued attention and commitment of executives under potentially disruptive business circumstances. The CHCC determines eligibility for, and the level of participation in, the CIC Plan based on the roles, responsibilities and individual circumstances of each executive officer and is made independent of other compensation considerations. In assessing participation, the CHCC considers, among other things, the critical nature of the individual’s role to the business and the importance of retaining the individual. The CIC Plan requires a double-trigger (a change in control and a termination of employment without cause or resignation for good reason) before benefits are payable, and none of our executive officers is eligible for a tax gross-up related to the special excise tax that may be imposed on such payments. Severance Arrangements Each of our executive officers, including our NEOs, is party to a severance arrangement, the material terms and conditions of which are summarized below. • In the event (i) the executive’s employment is involuntarily terminated, other than in connection with his or her death, disability, a “change in control,” or for “cause,” or (ii) the executive voluntarily terminates his or her employment for “good reason” (defined generally to mean a decrease in the executive’s base salary or target short-term incentive compensation opportunity, a material and adverse change to the executive’s role and responsibility, or, in certain cases a requirement that the executive relocate), the executive will be entitled to a lump sum cash severance payment designed to approximate one year’s cash compensation (base salary and target bonus opportunity or, with respect to Mr. Farber, two times his then-current base salary and one year’s continued vesting of his then-outstanding equity awards). •

  55. Other Compensation and Benefits

    As a condition to receiving such severance, the executive would be required to enter into a separation agreement upon terms and conditions acceptable to the Company, including a full release of claims and non-disparagement provision. The CHCC elected to provide these benefits after considering competitive trends in severance-related benefits or, in the case of Messrs. Farber and Kerrigan, in connection with recruiting them to join the Company. For additional information about our CIC Plan and the various benefits available to our NEOs in the event of termination of employment or a change in control, please see the section entitled “Potential Payments upon Termination or Change in Control” beginning on page 53.

  56. Risk Management and Compensation

    Risk Management and Compensation The CHCC endeavors to ensure that our employee compensation programs and practices balance risk and reward, both on an individual and Company-wide basis. To that end, each year a committee led by our Chief Risk Officer and comprised of a cross-section of other officers, conducts a review and risk assessment of our material incentive compensation plans. This assessment is reviewed by the CHCC in conjunction with its review and approval of the compensation programs for the upcoming year, and by the CHCC’s independent compensation consultant. Based upon this analysis, a number of features were identified that mitigate the inherent risks associated with our incentive programs. Factors mitigating risk include: • performance goals are believed to be reasonably challenging, but obtainable without sacrificing underwriting discipline or longer-term objectives; • investment income projections included in our Pre-Tax Operating Income financial plans are based upon a prudent investment strategy; • a significant portion of each executive’s compensation is based on overlapping long-term incentive awards subject to extended vesting periods, thus encouraging and rewarding a longer-term view of the Company’s success; the funding formula and metrics for our short-term incentive programs establish only the formulaic funding level. Actual awards to participants are at the discretion of their managers, or in the case of our executive officers, the CHCC (and with respect to the CEO, the CID). Accordingly, notwithstanding funding levels, in the event an individual does not make valuable contributions to the Company during the year, the participant’s manager, or in the case of our executive officers, the CHCC (and with respect to the CEO, the CID), has the discretion to reduce or eliminate the participant’s award; we have a disciplined process for establishing reserve levels and development from prior accident years, which is reviewed by outside auditors (PwC) and the Audit Committee; we have a history of exercising reasonable judgment in establishing our reinsurance programs that is transparent to investors through the disclosure in our Business section of our Annual Report on Form 10-K and to the Board of Directors through its regular review of reinsurance programs; • we have a policy prohibiting directors and executive officers from pledging their shares or entering into hedging transactions involving our stock; • we maintain a NYSE-compliant clawback policy that requires our executive officers, including our NEOs, to return, when applicable, incentive compensation payments if our financial statements are restated; • we also have recoupment provisions within the terms of our equity award agreements, which provide for an executive to return the value received upon vesting of such awards, including time-based and performance-based RSUs, and exercise of stock options, in the event the executive breaches certain non-solicitation, non-interference or confidentiality provisions or otherwise violates our Code of Conduct; and • long-term incentive awards are made exclusively in equity-based grants that, together with robust executive stock ownership guidelines, are intended to focus our NEOs and other senior employees on achieving sustainable financial results that are in the long-term interests of our shareholders. The report issued by our Chief Risk Officer assesses non-management as well as management plans, including sales plans. Sales plans are reviewed to assess realistic achievability of performance targets and incentivization of behavior that is beneficial to the Company and our policyholders. The risk assessment is focused on the reasonableness of metrics, governance and oversight, payment schedules and targets, and the appropriateness of employee training and communication materials. In addition to the various factors mitigating risk discussed above, each compensation program is developed in the context of our overall financial plan. The detailed financial plan, which includes our short- and long-term financial goals and operating priorities, is reviewed and approved by the full Board. Accordingly, the Board is provided the opportunity to make its own assessment of the risks presented by the financial plan and to require that management implement appropriate changes to ensure that we are not taking imprudent risks that may have a material adverse impact on financial performance. Based on these factors and the analysis presented by management, the CHCC determined that our compensation programs and practices for our executive officers and all other employees do not give rise to risks that are reasonably likely to have a material adverse effect on the Company.

  57. Equity Grant Policies and Practices

    Equity Grant Policies and Practices We do not have any formal programs, plans or practices with respect to the timing of our equity award grants in coordination with the release of material, non-public information. Most of our equity awards, including stock options, are made annually during the first quarter at the time the CHCC makes its annual executive compensation decisions. The date of this meeting is usually set well in advance and is not chosen to coincide with the release of material, non-public information. The exercise price of all options equals the closing price per share of our Common Stock, as reported on the NYSE on the date of grant. Equity awards made to executive officers, including each of our NEOs, must be specifically approved by the CHCC, subject, with respect to the CEO, to approval by the CID. For annual equity awards made to other employees, the CHCC approves an aggregate number and type of award available for issuance. These awards are then distributed as determined by our CEO based on recommendations from other members of management. Off-cycle awards are generally made only in connection with new hires, promotions, or as needed to retain or reward an employee and must be approved by the CHCC for any executive officer. None of our NEOs received an off-cycle award during 2024.

  58. Clawback Policy

    Clawback Policy The Company maintains a clawback policy pursuant to which the Company must, when applicable, seek to recover incentive-based compensation from executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws. The policy shall be interpreted and administered in a manner consistent with all applicable laws and regulations, including, without limitation, Section 303A.14 of the NYSE Listed Company Manual and Rule 10D-1 of the Exchange Act. In addition to the NYSE-compliant clawback policy, we also maintain recoupment provisions within our equity award agreements. The terms of our equity award agreements provide for all participants, including all executive officers, to return the value received upon vesting of time-based and performance-based RSUs and the exercise of stock options in the event the participant breaches certain non-solicitation, non-interference or confidentiality provisions or otherwise violates our Code of Conduct, which includes improper behavior.

  59. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation for our NEOs for 2024, 2023 and 2022.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | John C. Roche | 2024 | 1,100,000 | 3,755,592 | 1,250,025 | 3,300,000 | 144,979 | 9,550,596 | | President and CEO | 2023 | 1,100,000 | 3,450,128 | 1,150,005 | 1,933,250 | 87,746 | 7,721,129 | | | 2022 | 1,083,846 | 2,970,256 | 990,010 | 1,694,000 | 87,911 | 6,826,023 | | Jeffrey M. Farber | 2024 | 780,385 | 1,389,541 | 462,525 | 1,530,750 | 83,533 | 4,246,734 | | EVP and CFO | 2023 | 758,077 | 1,312,684 | 437,510 | 908,438 | 82,500 | 3,499,209 | | | 2022 | 731,539 | 1,237,685 | 412,511 | 776,160 | 81,140 | 3,239,035 | | Richard W. Lavey | 2024 | 694,231 | 826,465 | 275,030 | 1,245,500 | 75,465 | 3,116,691 | | EVP and President, Hanover Agency Markets | 2023 | 669,231 | 750,144 | 250,023 | 683,100 | 70,178 | 2,422,676 | | | 2022 | 644,231 | 675,099 | 225,006 | 560,500 | 69,646 | 2,174,482 | | Bryan J. Salvatore | 2024 | 640,385 | 751,440 | 250,030 | 1,175,500 | 61,925 | 2,879,280 | | EVP and President, Specialty | 2023 | 619,231 | 675,384 | 225,037 | 687,500 | 65,406 | 2,272,558 | | | 2022 | 594,231 | 600,234 | 200,006 | 544,000 | 60,000 | 1,998,471 | | Dennis F. Kerrigan | 2024 | 586,538 | 488,457 | 162,517 | 711,600 | 82,591 | 2,031,703 | | EVP and Chief Legal Officer | 2023 | 560,385 | 450,257 | 150,009 | 402,563 | 74,615 | 1,637,829 | | | 2022 | 540,385 | 412,706 | 137,504 | 359,700 | 74,908 | 1,525,203 |

  61. Summary Compensation Table

    (1) Amounts in these columns reflect the grant date fair value of the award calculated in accordance with FASB ASC Topic No. 718, disregarding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are set forth in Note 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. The amounts set forth may be more or less than the value ultimately realized by the NEO based upon, among other things, the value of our Common Stock at the time of vesting and/or exercise of the stock awards, whether the Company achieves the performance goals associated with certain stock awards and whether such awards actually vest. Amounts in this column consist of the grant date fair value of awards of restricted stock units (TBRSUs and PBRSUs) granted during the applicable year, disregarding the effect of estimated forfeitures. PBRSUs are reported at target. Set forth in the table below is the grant date fair value of the PBRSUs at target and assuming the threshold and the maximum payment levels are achieved. No shares will be earned pursuant to the PBRSUs if the Company does not achieve specified levels of performance or if the award is forfeited prior to vesting.

  62. Summary Compensation Table

    | Name | Year | Grant Date Fair Value of PBRSUs Assuming Threshold Payment Level ($) | Grant Date Fair Value of PBRSUs (as included in table above) ($) | Grant Date Fair Value of PBRSUs Assuming Maximum Payment Level ($) | | John C. Roche | 2024 | 938,999 | 2,505,497 | 3,758,380 | | | 2023 | 862,568 | 2,300,086 | 3,450,201 | | | 2022 | 742,639 | 1,980,153 | 2,970,299 | | Jeffrey M. Farber | 2024 | 347,553 | 927,015 | 1,390,657 | | | 2023 | 328,350 | 875,153 | 1,312,873 | | | 2022 | 309,529 | 825,154 | 1,237,877 | | Richard W. Lavey | 2024 | 206,785 | 551,366 | 827,182 | | | 2023 | 187,609 | 500,086 | 750,129 | | | 2022 | 168,845 | 450,069 | 675,173 | | Bryan J. Salvatore | 2024 | 187,961 | 501,314 | 752,107 | | | 2023 | 168,919 | 450,248 | 675,372 | | | 2022 | 150,174 | 400,177 | 600,342 | | Dennis F. Kerrigan | 2024 | 122,215 | 325,868 | 488,936 | | | 2023 | 112,565 | 300,166 | 450,250 | | | 2022 | 103,176 | 275,149 | 412,723 |

  63. Summary Compensation Table

    For all NEOs, 2024 amounts shown in this column consist of the following: Company Contributions to Defined Contribution and Non-Qualified Retirement Savings Plans

  64. Summary Compensation Table

    | | All Other Compensation (Excluding Perquisites) | | | Name | Company Contributions to Defined Contribution Plan ($) | Company Contributions to Non-Qualified Retirement Savings Plan ($) | | John C. Roche | 20,700 | 39,300 | | Jeffrey M. Farber | 20,700 | 39,300 | | Richard W. Lavey | 20,700 | 39,300 | | Bryan J. Salvatore | 20,700 | 39,300 | | Dennis F. Kerrigan | 20,700 | 38,646 |

  65. Summary Compensation Table

    Perquisites

  66. Summary Compensation Table

    | | Perquisites | | | | | | | Name | Financial Planning Services ($) | Matching Contributions to Qualified Charities ($) | Spousal Travel ($)* | Tax Reimbursements ($)* | Executive Physicals ($) | Other ($) | | John C. Roche | 20,885 | 5,000 | 2,530† | — | 3,350 | 53,214†† | | Jeffrey M. Farber | 13,520 | 5,000 | 1,663 | — | 3,350 | — | | Richard W. Lavey | — | 5,000 | 5,490† | 1,375 | 3,600 | — | | Bryan J. Salvatore | — | — | 1,925 | — | — | — | | Dennis F. Kerrigan | 14,985 | 4,910 | — | — | 3,350 | — |

  67. Summary Compensation Table

    | * Reimbursements for spousal travel and associated taxes relate solely to certain agent conferences and Company events where spousal attendance was expected. | | † Includes spousal travel on an aircraft that the Company leases a fractional interest in from a third party, where the aggregate incremental cost to the Company was zero. Flights were taken in accordance with the Company’s non-commercial aircraft policy. | | †† Relates to costs associated with personal travel on an aircraft that the Company leases a fractional interest in from a third party taken by Mr. Roche in December 2024 in response to heightened security risks related to the |

  68. Summary Compensation Table

    | assassination of a senior level insurance executive. The amount in the table above reflects the aggregate incremental cost to the Company. For tax purposes, income was imputed to Mr. Roche for his personal use of the aircraft based on a multiple of the Standard Industry Fare Level rates, but he was not provided with a tax gross-up on such amounts. For information on this benefit provided to Mr. Roche, refer to “Perquisites” in the CD&A beginning on page 27. |

  69. Grants of Plan-Based Awards in Last Fiscal Year

    Grants of Plan-Based Awards in Last Fiscal Year The following table contains information concerning plan-based awards granted to the NEOs in 2024. All equity awards were granted pursuant to the 2022 Plan. In order for such awards to vest, in addition to satisfying the applicable performance metrics, if any, the NEO generally must remain continuously employed by the Company through the applicable vesting date (for a description of termination benefits associated with these awards, please see the “Potential Payments upon Termination or Change in Control” section beginning on page 53).

  70. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  71. Grants of Plan-Based Awards in 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | All Other | | Grant Date Fair | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Value of Stock and Option Awards ($) (2) | | John C. Roche | 2/27/24 (3) | — | 2,200,000 | 4,290,000 | | | | | | | | | | 2/27/24 (4) | | | | 2,328 | 9,311 | 13,967 | | | | 1,255,402 | | | 2/27/24 (5) | | | | 4,656 | 9,311 | 13,967 | | | | 1,250,095 | | | 2/27/24 (6) | | | | | | | 9,311 | | | 1,250,095 | | | 2/27/24 (7) | | | | | | | | 41,437 | 134.26 | 1,250,025 | | Jeffrey M. Farber | 2/27/24 (3) | — | 1,020,500 | 1,989,975 | | | | | | | | | | 2/27/24 (4) | | | | 862 | 3,445 | 5,168 | | | | 464,489 | | | 2/27/24 (5) | | | | 1,723 | 3,445 | 5,168 | | | | 462,526 | | | 2/27/24 (6) | | | | | | | 3,445 | | | 462,526 | | | 2/27/24 (7) | | | | | | | | 15,332 | 134.26 | 462,525 | | Richard W. Lavey | 2/27/24 (3) | — | 840,000 | 1,638,000 | | | | | | | | | | 2/27/24 (4) | | | | 513 | 2,049 | 3,074 | | | | 276,267 | | | 2/27/24 (5) | | | | 1,025 | 2,049 | 3,074 | | | | 275,099 | | | 2/27/24 (6) | | | | | | | 2,049 | | | 275,099 | | | 2/27/24 (7) | | | | | | | | 9,117 | 134.26 | 275,030 | | Bryan J. Salvatore | 2/27/24 (3) | — | 774,000 | 1,509,300 | | | | | | | | | | 2/27/24 (4) | | | | 466 | 1,863 | 2,795 | | | | 251,188 | | | 2/27/24 (5) | | | | 932 | 1,863 | 2,795 | | | | 250,126 | | | 2/27/24 (6) | | | | | | | 1,863 | | | 250,126 | | | 2/27/24 (7) | | | | | | | | 8,288 | 134.26 | 250,030 | | Dennis F. Kerrigan | 2/27/24 (3) | — | 474,400 | 925,080 | | | | | | | | | | 2/27/24 (4) | | | | 303 | 1,211 | 1,817 | | | | 163,279 | | | 2/27/24 (5) | | | | 606 | 1,211 | 1,817 | | | | 162,589 | | | 2/27/24 (6) | | | | | | | 1,211 | | | 162,589 | | | 2/27/24 (7) | | | | | | | | 5,387 | 134.26 | 162,517 |

  72. Grants of Plan-Based Awards in 2024

    (1) Threshold amounts indicate the amount of payout in the event certain minimum levels of performance are achieved. If the level of actual performance falls below the minimum payout threshold, no amounts will be paid. (2) The amounts in this column reflect the grant date fair value of the award (at target with respect to PBRSUs) calculated in accordance with FASB ASC Topic No. 718, disregarding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are set forth in Note 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. The amounts set forth may be more or less than the value ultimately realized based upon, among other things, the value of our Common Stock at the time of vesting of the stock awards or exercise of options, whether the Company achieves certain performance goals and whether such awards actually vest. Represents an award under the 2024 STIP (see section entitled “Short-Term Incentive Compensation” in the CD&A beginning on page 27 for more information). On March 14, 2025, these awards were paid to the NEOs in the following amounts: Mr. Roche, $3,300,000; Mr. Farber, $1,530,750; Mr. Lavey, $1,245,500; Mr. Salvatore, $1,175,500; and Mr. Kerrigan, $711,600. Represents a grant of RTSR PBRSUs (see the section entitled “Long-Term Incentive Compensation” in the CD&A beginning on page 27 for more information). These RTSR PBRSUs vest on the third anniversary of the date of grant only if and to the extent the Company achieves a specified relative total shareholder return for the years 2024-2026. The RTSR PBRSUs automatically adjust to reflect the accrual of dividend equivalent rights, to the extent cash dividends are paid with respect to our Common Stock. The adjustment results in the issuance of additional PBRSUs that are subject to the same terms and conditions (including the applicable performance and time-based vesting requirements) as the underlying PBRSU. All figures in the table above reflect the number of PBRSUs issued upon the date of grant and have not been updated to reflect subsequent adjustments for accrued dividend equivalents. Represents a grant of ROE PBRSUs (see the section entitled “Long-Term Incentive Compensation” in the CD&A beginning on page 27 for more information). These PBRSUs vest on the third anniversary of the date of grant only if and to the extent the Company achieves a specified three-year average Adjusted Operating ROE for the years 2024-2026. The ROE PBRSUs automatically adjust to reflect the accrual of dividend equivalent rights, to the extent cash dividends are paid with respect to our Common Stock. The adjustment results in the issuance of additional PBRSUs that are subject to the same terms and conditions (including the applicable performance and time-based vesting requirements) as the underlying PBRSU. All figures in the table above reflect the number of PBRSUs issued upon the date of grant and have not been updated to reflect subsequent adjustments for accrued dividend equivalents. (6) Represents a grant of TBRSUs (see section entitled “Long-Term Incentive Compensation” in the CD&A beginning on page 27 for more information). The TBRSUs vest in full on the third anniversary of the date of grant. The TBRSUs automatically adjust to reflect the accrual of dividend equivalent rights, to the extent cash dividends are paid with respect to our Common Stock. The adjustment results in the issuance of additional TBRSUs that are subject to the same terms and conditions (including the applicable time-based vesting requirements) as the underlying TBRSU. All figures in the table above reflect the number of TBRSUs issued upon the date of grant and have not been updated to reflect subsequent adjustments for accrued dividend equivalents. (7) Represents a grant of options to purchase Common Stock. The options vest in three substantially equal annual installments commencing on the first anniversary of the grant date. All options have a ten-year term. The exercise price of the options equals the closing price per share of Common Stock on the NYSE as of the date of grant. See section entitled “Long-Term Incentive Compensation” in the CD&A beginning on page 27 for more information.

  73. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for our NEOs regarding outstanding equity awards held as of December 31, 2024. All awards granted prior to 2023 were issued pursuant to the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”), and all other awards were issued pursuant to the 2022 Plan. In order for such awards to vest, in addition to satisfying the applicable performance metrics, if any, the NEO generally must remain continuously employed by the Company through the applicable vesting date (for a description of termination benefits associated with these awards, please see the “Potential Payments upon Termination or Change in Control” section beginning on page 53).

  74. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  75. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | John C. Roche | 2/27/15 | 22,943 | — | 66.14 | 2/27/25 | 2/28/22 | 7,311(4) | 1,130,719 | | | | | 2/23/16 | 21,413 | — | 77.91 | 2/23/26 | 2/28/22 | 9,554(5) | 1,477,622 | | | | | 2/24/17 | 27,292 | — | 85.87 | 2/24/27 | 2/28/22 | 1,744(6) | 269,727 | | | | | 2/27/18 | 72,078 | — | 104.11 | 2/27/28 | 2/27/23 | 8,279(4) | 1,280,430 | 8,655(7) | 1,338,582 | | | 3/05/19 | 36,539 | — | 117.22 | 3/05/29 | 2/27/23 | | | 8,365(8) | 1,293,731 | | | 2/28/20 | 51,934 | — | 118.54 | 2/28/30 | 2/27/24 | 9,129(4) | 1,411,891 | 9,543(9) | 1,475,920 | | | 2/26/21 | 41,747 | — | 115.35 | 2/26/31 | 2/27/24 | | | 9,543(10) | 1,475,920 | | | 2/28/22 | 23,126 | 11,563 | 139.51 | 2/28/32 | | | | | | | | 2/27/23 | 12,151 | 24,302 | 140.01 | 2/27/33 | | | | | | | | 2/27/24 | — | 41,437 | 134.26 | 2/27/34 | | | | | | | Jeffrey M. Farber | 3/05/19 | 20,379 | — | 117.22 | 3/05/29 | 2/28/22 | 3,050(4) | 471,713 | | | | | 2/28/20 | 26,832 | — | 118.54 | 2/28/30 | 2/28/22 | 3,981(5) | 615,701 | | | | | 2/26/21 | 19,084 | — | 115.35 | 2/26/31 | 2/28/22 | 727(6) | 112,438 | | | | | 2/28/22 | 9,636 | 4,818 | 139.51 | 2/28/32 | 2/27/23 | 3,153(4) | 487,643 | 3,293(7) | 509,295 | | | 2/27/23 | 4,622 | 9,246 | 140.01 | 2/27/33 | 2/27/23 | | | 3,183(8) | 492,283 | | | 2/27/24 | — | 15,332 | 134.26 | 2/27/34 | 2/27/24 | 3,381(4) | 522,905 | 3,531(9) | 546,104 | | | | | | | | 2/27/24 | | | 3,531(10) | 546,104 | | Richard W. Lavey | 2/23/16 | 17,420 | — | 77.91 | 2/23/26 | 2/28/22 | 1,738(4) | 268,799 | | | | | 2/24/17 | 21,222 | — | 85.87 | 2/24/27 | 2/28/22 | 2,172(5) | 335,922 | | | | | 2/27/18 | 20,489 | — | 104.11 | 2/27/28 | 2/28/22 | 397(6) | 61,400 | | | | | 3/05/19 | 9,137 | — | 117.22 | 3/05/29 | 2/27/23 | 1,882(4) | 291,070 | 1,882(7) | 291,070 | | | 2/28/20 | 12,118 | — | 118.54 | 2/28/30 | 2/27/23 | | | 1,819(8) | 281,327 | | | 2/26/21 | 8,648 | — | 115.35 | 2/26/31 | 2/27/24 | 2,100(4) | 324,786 | 2,100(9) | 324,786 | | | 2/28/22 | 5,256 | 2,628 | 139.51 | 2/28/32 | 2/27/24 | | | 2,100(10) | 324,786 | | | 2/27/23 | 2,641 | 5,284 | 140.01 | 2/27/33 | | | | | | | | 2/27/24 | — | 9,117 | 134.26 | 2/27/34 | | | | | | | Bryan J. Salvatore | 6/12/17 | 21,052 | — | 82.39 | 6/12/27 | 2/28/22 | 1,545(4) | 238,950 | | | | | 2/27/18 | 16,394 | — | 104.11 | 2/27/28 | 2/28/22 | 1,931(5) | 298,648 | | | | | 3/05/19 | 7,732 | — | 117.22 | 3/05/29 | 2/28/22 | 353(6) | 54,595 | | | | | 2/28/20 | 10,386 | — | 118.54 | 2/28/30 | 2/27/23 | 1,695(4) | 262,149 | 1,695(7) | 262,149 | | | 2/26/21 | 7,753 | — | 115.35 | 2/26/31 | 2/27/23 | | | 1,638(8) | 253,333 | | | 2/28/22 | 4,672 | 2,336 | 139.51 | 2/28/32 | 2/27/24 | 1,910(4) | 295,401 | 1,910(9) | 295,401 | | | 2/27/23 | 2,377 | 4,756 | 140.01 | 2/27/33 | 2/27/24 | | | 1,910(10) | 295,401 | | | 2/27/24 | — | 8,288 | 134.26 | 2/27/34 | | | | | | | Dennis F. Kerrigan | 2/28/20 | 8,655 | — | 118.54 | 2/28/30 | 2/28/22 | 1,062(4) | 164,249 | | | | | 2/26/21 | 6,262 | — | 115.35 | 2/26/31 | 2/28/22 | 1,328(5) | 205,388 | | | | | 2/28/22 | 3,212 | 1,606 | 139.51 | 2/28/32 | 2/28/22 | 243(6) | 37,582 | | | | | 2/27/23 | 1,585 | 3,170 | 140.01 | 2/27/33 | 2/27/23 | 1,130(4) | 174,766 | 1,130(7) | 174,766 | | | 2/27/24 | — | 5,387 | 134.26 | 2/27/34 | 2/27/23 | | | 1,092(8) | 168,889 | | | | | | | | 2/27/24 | 1,242(4) | 192,088 | 1,242(9) | 192,088 | | | | | | | | 2/27/24 | | | 1,242(10) | 192,088 |

  76. Outstanding Equity Awards at Fiscal Year-End 2024

    Except as noted below, options vest over three years in three substantially equal annual installments, in each case, on the anniversary of the grant date. With respect to Mr. Salvatore’s 2017 options, these options vested in full on the second anniversary of the grant date. The TBRSU and PBRSU awards accrue dividend equivalent rights to the extent cash dividends are paid with respect to our Common Stock and the awards actually vest. Amounts reported include TBRSUs and PBRSUs accrued as a result of this dividend equivalent right. Based on a value of $154.66 per share, which was the closing price per share of our Common Stock on the NYSE on December 31, 2024. TBRSUs that vest in full on the third anniversary of the grant date. (5) PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of average Adjusted Operating ROE for the years 2022-2024, which was 11.5%, resulting in a payout of 125.0% of target. Accordingly, the award shown in the table reflects 125.0% of the target award value. (6) PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of RTSR for the years 2022-2024, which was at the 23rd percentile against its pre-determined peer group, and the Company’s total shareholder return of 30.17% exceeded its three-year compounded dividend yield of 7.74% during the period. Accordingly, the award shown in the table reflects 25.0% of the target award value. (7) PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of average Adjusted Operating ROE for the years 2023-2025. Based upon performance through December 31, 2024, these awards would have been paid out at 133.3% of the target number of shares and amounts shown in the table. The actual award that is delivered may be as low as 0% and as high as 150% of the target award shown in the table above based upon the actual level of average Adjusted Operating ROE achieved during the performance period. (8) PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of RTSR for the years 2023-2025. Based upon performance through December 31, 2024, these awards would have been paid out at 64.0% of the target number of shares and amounts shown in the table. The actual award that is delivered may be as low as 0% and as high as 150% of the target award shown in the table above based upon the actual level of shareholder return achieved during the performance period. (9) PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of average Adjusted Operating ROE for the years 2024-2026. Based upon performance through December 31, 2024, these awards would have been paid out at 131.6% of the target number of shares and amounts shown in the table. The actual award that is delivered may be as low 0% and as high as 150% of the target award shown in the table above based upon the actual level of average Adjusted Operating ROE achieved during the performance period. PBRSUs that vest on the third anniversary of the grant date based on the Company’s achievement of RTSR for the years 2024-2026. Based upon performance through December 31, 2024, these awards would have been paid out at 100.0% of the target number of shares and amounts shown in the table. The actual award that is delivered may be as low as 0% and as high as 150% of the target award shown in the table above based upon the actual level of shareholder return achieved during the performance period.

  77. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information for our NEOs regarding the value realized during 2024 pursuant to: (i) option exercises, and/or (ii) shares acquired upon vesting of previously granted stock awards.

  78. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | John C. Roche | 22,305 (2) | 1,812,727 (2) | 23,997 | 3,241,735 | | Jeffrey M. Farber | — | — | 11,206 | 1,520,218 | | Richard W. Lavey | 11,826 | 924,115 | 4,888 | 657,974 | | Bryan J. Salvatore | — | — | 4,382 | 589,861 | | Dennis F. Kerrigan | — | — | 3,540 | 476,519 |

  79. Option Exercises and Stock Vested in 2024

    (1) For stock options, represents the difference between the fair market value of a share of our Common Stock at exercise and the exercise price of the option multiplied by the number of shares acquired upon exercise. For stock awards, represents the number of shares acquired upon vesting multiplied by the closing price of our Common Stock on the vesting date. (2) Mr. Roche “net exercised” each of the 22,305 options listed above and therefore did not receive any cash in the transactions. As a result, a total of 14,053 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 8,252 shares to, and held by, Mr. Roche as of the date of this Proxy Statement.

  80. Non-Qualified Deferred Compensation in 2024

    Non-Qualified Deferred Compensation in 2024 The following table sets forth certain information regarding NEO participation in the Non-Qualified Retirement Savings Plan for 2024:

  81. Non-Qualified Deferred Compensation in 2024

    | Name | Executive Contributions in 2024 ($) (1) | Company Contributions in 2024 ($) (2) | Aggregate Earnings in 2024 ($) (3) | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance at December 31, 2024 ($) (4) | | John C. Roche | — | 39,300 | 25,593 | — | 608,445 | | Jeffrey M. Farber | — | 39,300 | 13,903 | — | 351,187 | | Richard W. Lavey | — | 39,300 | 25,737 | — | 611,627 | | Bryan J. Salvatore | — | 39,300 | 11,802 | — | 304,956 | | Dennis F. Kerrigan | — | 38,646 | 5,842 | — | 172,439 |

  82. Non-Qualified Deferred Compensation in 2024

    The plan does not currently allow for executive contributions. Represents contributions made by the Company in 2025 with respect to eligible 2024 compensation. Such contributions are included in the “All Other Compensation” column of the Summary Compensation Table. In February 2024, contributions with respect to eligible 2023 compensation were made to the following NEOs in the following amounts: $40,200 for Messrs. Roche, Farber, Lavey and Salvatore; and $35,405 for Mr. Kerrigan. Represents interest accrued on the aggregate amount in the plan attributable to the NEO. Amounts set forth in this column are not included in the Summary Compensation Table because no portion of the interest is “above market,” as determined under SEC rules. (4) Includes Company contributions made in 2025 as if such contributions were made on December 31, 2024. Balances attributable to Company contributions have been reported as compensation for the NEO in the Summary Compensation Table for the applicable years.

  83. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Overview The information provided in the following tables reflects the amount of incremental compensation required to be paid to each applicable NEO in the event of a termination of the NEO’s employment, including in connection with a change in control of the Company. For purposes of the disclosure, we have assumed that all triggering event(s) took place on December 31, 2024, and we used the closing price per share on the NYSE of our Common Stock on December 31, 2024 ($154.66). Due to the number of factors that affect the nature and amount of benefits provided upon the occurrence of such events, actual amounts paid or distributed may be different from the amounts disclosed below. Factors that could affect the actual amounts paid include: • when the event actually occurs; • the number of outstanding but unvested stock awards then held by the NEO; • awards granted after December 31, 2024; • the Company’s RTSR and Adjusted Operating ROE over a specified period and its performance against certain financial and/or business objectives established for determining the level of payment and/or vesting of outstanding, but unvested, stock awards; and • the Company’s stock price as of the date of such event. Specifically excluded from the information and tables below are any amounts which are not contingent upon the occurrence of the triggering event(s) or payments pursuant to Company benefit plans that are generally available to all salaried employees of THG and do not discriminate in scope or terms of operation in favor of our NEOs (e.g., term life insurance and long-term disability insurance). Benefits to our NEOs under the CIC Plan are triggered only in the event of a Change in Control (defined below) and a subsequent occurrence of an involuntary termination of employment by the Company or constructive termination of employment by the NEO. The change in control column in the tables below assumes both a Change in Control and the occurrence of a termination event occurring on December 31, 2024. Termination Other Than in Connection with a Change in Control NEO Severance Arrangements The material terms and conditions of the severance arrangements with each of our NEOs are summarized below: • In the event (i) the executive’s employment is involuntarily terminated, other than in connection with the executive’s death, disability, a “change in control,” or for “cause,” or (ii) the executive voluntarily terminates employment for “good reason” (defined generally to mean a decrease in the executive’s base salary or target short-term incentive compensation opportunity, a material and adverse change to the executive’s role and responsibility, or, in certain cases, a requirement that the executive relocate the executive’s principal place of business), the executive will be entitled to a lump sum cash severance payment designed to approximate one year’s cash compensation (base salary and target bonus opportunity or, with respect to Mr. Farber, two times his then-current base salary and one year’s continued vesting of his then-outstanding equity awards). • As a condition to receiving severance, the executive would be required to enter into a separation agreement upon terms and conditions acceptable to the Company, including a full release of claims and non-disparagement provision. Long-Term Equity Incentive Plans Pursuant to the 2014 Plan and the 2022 Plan and/or certain stock award agreements evidencing awards issued thereunder, holders of stock awards, including the NEOs, may be entitled to pro-rated or full acceleration of vesting of their awards in the event the holder dies, is disabled or terminates employment upon reaching “retirement eligibility” prior to the vesting date. In general, for these purposes, disability is as defined in the Company’s long-term disability plan and “retirement eligibility” means age 65, or age 60 with five consecutive years of service. As of December 31, 2024, Messrs. Roche and Farber satisfied the requirements of “retirement eligibility.” Additionally, during 2025, subject to their continued employment, Messrs. Kerrigan and Salvatore will satisfy the requirements of “retirement eligibility” with respect to their 2022, 2023 and 2024 awards. Change in Control THG’s CIC Plan outlines the potential benefits certain key executives, including each of our NEOs, could receive in connection with a Change in Control (defined below) of the Company. In the event of a Change in Control of the Company and subsequent involuntary termination of a participant’s employment by the Company or a constructive termination of a participant’s employment by the participant within a two-year period following the Change in Control, the CIC Plan authorizes the payment of specified benefits to eligible participants. These include a lump-sum cash payment equal to a multiplier (the “Multiplier”) (2x for Messrs. Roche and Farber, and 1.5x for Messrs. Lavey, Salvatore and Kerrigan) times the sum of a participant’s applicable base salary and target short-term incentive compensation award opportunity. Additionally, a participant is entitled to a cash payment of an amount equal to the amount that otherwise would have been credited under the Company’s 401(k) Plan and Non-Qualified Retirement Savings Plan for the year in which the employee’s employment was terminated. The CIC Plan also provides for continued coverage for up to one year under the Company’s health plans, payment of an amount equal to the participant’s target short-term incentive compensation award opportunity, pro-rated for service performed in the year of termination, and outplacement services. The NEOs are not entitled to a gross-up payment under the CIC Plan if their change in control payments and benefits become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. Pursuant to the 2014 Plan and the 2022 Plan, as applicable, and the various agreements evidencing awards issued thereunder, in the event of a change in control (defined below), the participant may be entitled to certain accelerated vesting of equity awards if such awards are not assumed by the successor company, or if such participant’s employment is involuntarily or constructively terminated after the change in control. To comply with Section 409A of the Internal Revenue Code, certain TBRSUs issued to individuals who meet the requirements of “retirement eligibility” (or will meet the requirements of “retirement eligibility” prior to the TBRSU’s scheduled vesting date) will immediately vest and become payable upon the occurrence of a change in control. The 2022, 2023 and 2024 TBRSU awards for each of Messrs. Roche, Farber, Salvatore and Kerrigan contain such a provision because each of them is eligible to meet the requirements of “retirement eligibility” before the vesting date of these awards. The tables below present the hypothetical values as if such awards are assumed by a successor company and such participant is involuntarily or constructively terminated thereafter. Such hypothetical values would be identical in the event the successor company did not assume the equity grants and instead they were accelerated. As further described in the footnotes and because the tables assume a hypothetical triggering event on December 31, 2024, the values in the tables below include amounts for short-term and long-term incentive compensation awards that vested and were earned by the executives in the first quarter of 2025.

  84. Potential Payments Upon Termination or Change in Control* Tables

    Potential Payments Upon Termination or Change in Control* Tables

  85. Potential Payments Upon Termination or Change in Control* Tables

    | | John C. Roche | | | | | | | | Benefit | Death | Disability | For Cause | Without Cause | Retirement | For Good Reason | Change in Control | | Cash Severance (1) (2) | $— | $— | $— | $3,300,000 | $— | $3,300,000 | $6,600,000 | | Cash Incentives (3) | — | — | — | — | — | — | 2,200,000 | | Equity | | | | | | | | | Unvested Restricted Stock Units (PBRSUs and TBRSUs) (4) | 7,316,191 | 10,584,621 | — | — | 11,154,543 | — | 10,356,962 | | Unexercisable Stock Options (5) | 1,376,519 | 1,376,519 | — | — | 1,376,519 | — | 1,376,519 | | Other Benefits | | | | | | | | | Health & Welfare (6) | — | — | — | — | — | — | 29,261 | | Outplacement (7) | — | — | — | — | — | — | 40,000 | | Cash Severance Related to Company’s 401(k) and NQ Retirement Savings Plan (8) | — | — | — | — | — | — | 60,000 | | TOTAL | $8,692,710 | $11,961,140 | $— | $3,300,000 | $12,531,062 | $3,300,000 | $20,662,742 | | See pages 56-58 for footnotes | | | | | | | |

  86. Potential Payments Upon Termination or Change in Control* Tables

    | | Jeffrey M. Farber | | | | | | | | Benefit | Death | Disability | For Cause | Without Cause | Retirement | For Good Reason | Change in Control | | Cash Severance (1) (2) | $— | $— | $— | $1,570,000 | $— | $1,570,000 | $3,611,000 | | Cash Incentives (3) | — | — | — | — | — | — | 1,020,500 | | Equity | | | | | | | | | Unvested Restricted Stock Units (PBRSUs and TBRSUs) (4) | 2,850,693 | 4,096,325 | — | 1,199,852 | 4,304,188 | 1,199,852 | 3,988,063 | | Unexercisable Stock Options (5) | 521,220 | 521,220 | — | 244,964 | 521,220 | 244,964 | 521,220 | | Other Benefits | | | | | | | | | Health & Welfare (6) | — | — | — | — | — | — | 22,912 | | Outplacement (7) | — | — | — | — | — | — | 40,000 | | Cash Severance Related to Company’s 401(k) and NQ Retirement Savings Plan (8) | — | — | — | — | — | — | 60,000 | | TOTAL | $3,371,913 | $4,617,545 | $— | $3,014,816 | $4,825,408 | $3,014,816 | $9,263,695 |

  87. Potential Payments Upon Termination or Change in Control* Tables

    | | Richard W. Lavey | | | | | | | | Benefit | Death | Disability | For Cause | Without Cause | Retirement | For Good Reason | Change in Control | | Cash Severance (1) (2) | $— | $— | $— | $1,540,000 | $— | $1,540,000 | $2,310,000 | | Cash Incentives (3) | — | — | — | — | — | — | 840,000 | | Equity | | | | | | | | | Unvested Restricted Stock Units (PBRSUs and TBRSUs) (4) | 1,659,811 | 2,377,898 | — | — | — | — | 2,327,014 | | Unexercisable Stock Options (5) | 303,212 | 303,212 | — | — | — | — | 303,212 | | Other Benefits | | | | | | | | | Health & Welfare (6) | — | — | — | — | — | — | 1,850 | | Outplacement (7) | — | — | — | — | — | — | 40,000 | | Cash Severance Related to Company’s 401(k) and NQ Retirement Savings Plan (8) | — | — | — | — | — | — | 60,000 | | TOTAL | $1,963,023 | $2,681,110 | $— | $1,540,000 | $— | $1,540,000 | $5,882,076 |

  88. Potential Payments Upon Termination or Change in Control* Tables

    | | Bryan J. Salvatore | | | | | | | | Benefit | Death | Disability | For Cause | Without Cause | Retirement | For Good Reason | Change in Control | | Cash Severance (1) (2) | $— | $— | $— | $1,419,000 | $— | $1,419,000 | $2,128,500 | | Cash Incentives (3) | — | — | — | — | — | — | 774,000 | | Equity | | | | | | | | | Unvested Restricted Stock Units (PBRSUs and TBRSUs) (4) | 1,492,624 | 2,140,494 | — | — | — | — | 2,097,654 | | Unexercisable Stock Options (5) | 274,141 | 274,141 | — | — | — | — | 274,141 | | Other Benefits | | | | | | | | | Health & Welfare (6) | — | — | — | — | — | — | 31,341 | | Outplacement (7) | — | — | — | — | — | — | 40,000 | | Cash Severance Related to Company’s 401(k) and NQ Retirement Savings Plan (8) | — | — | — | — | — | — | 60,000 | | TOTAL | $1,766,765 | $2,414,635 | $— | $1,419,000 | $— | $1,419,000 | $5,405,636 | | See pages 56-58 for footnotes | | | | | | | |

  89. Potential Payments Upon Termination or Change in Control* Tables

    | | Dennis F. Kerrigan | | | | | | | | Benefit | Death | Disability | For Cause | Without Cause | Retirement | For Good Reason | Change in Control | | Cash Severance (1) (2) | $— | $— | $— | $1,067,400 | $— | $1,067,400 | $1,601,100 | | Cash Incentives (3) | — | — | — | — | — | — | 474,400 | | Equity | | | | | | | | | Unvested Restricted Stock Units (PBRSUs and TBRSUs) (4) | 998,021 | 1,427,666 | — | — | — | — | 1,394,724 | | Unexercisable Stock Options (5) | 180,666 | 180,666 | — | — | — | — | 180,666 | | Other Benefits | | | | | | | | | Health & Welfare (6) | — | — | — | — | — | — | 28,791 | | Outplacement (7) | — | — | — | — | — | — | 40,000 | | Cash Severance Related to Company’s 401(k) and NQ Retirement Savings Plan (8) | — | — | — | — | — | — | 59,346 | | TOTAL | $1,178,687 | $1,608,332 | $— | $1,067,400 | $— | $1,067,400 | $3,779,027 |

  90. Potential Payments Upon Termination or Change in Control* Tables

    | * Please refer to the change in control definitions below for an explanation of what constitutes a change in control under the CIC Plan, the 2014 Plan and the 2022 Plan. Prior to receiving any benefits under the CIC Plan, the participant must execute certain waivers and general releases in favor of the Company. In addition, in order to be eligible to participate in the CIC Plan, participants must execute a non-solicitation and non-interference agreement, regardless of whether or not they ever receive benefits thereunder. This agreement also contains a non-disparagement and cooperation provision and provides that all proprietary information relating to the Company’s business and all software, works of authorship and other developments created during employment by the Company are the sole property of the Company. | | Under the CIC Plan, Change in Control is defined as follows: (i) subject to certain exceptions, a change in the composition of the Board such that the Incumbent Directors (as defined in the CIC Plan) at the beginning of any consecutive twenty-four month period cease to constitute a majority of the Board; (ii) subject to certain exceptions, any person or group is or becomes the beneficial owner of 35% or more of the Company’s outstanding voting securities; (iii) the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any affiliate that requires shareholder approval, unless the shareholders immediately prior to the transaction own more than 50% of the total voting stock of the successor corporation and a majority of the board of directors of the successor corporation were Incumbent Directors immediately prior to the transaction; (iv) the approval by shareholders of a sale of all, or substantially all, of the Company’s assets and such sale is consummated; or (v) the approval by shareholders of a plan of liquidation or dissolution of the Company. | | The definition of a “change in control” under the 2014 Plan and the 2022 Plan is substantially consistent with the definition in the CIC Plan, except that pursuant to the 2014 Plan and the 2022 Plan, a “change in control” is triggered by the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any affiliate that requires shareholder approval, unless the shareholders immediately prior to the transaction own more than 50% of the total voting stock of the successor corporation or a majority of the board of directors of the successor corporation were Incumbent Directors immediately prior to the transaction. |

  91. Potential Payments Upon Termination or Change in Control* Tables

    Pursuant to the CIC Plan, in the event of both a Change in Control and a subsequent involuntary or constructive termination, the NEO is entitled to a lump sum severance payment equal to the product of his Multiplier and the sum of his applicable annual base salary plus target short-term incentive compensation award opportunity. (2) As discussed above, the Company entered into severance arrangements with each of its executive officers, including each NEO. These arrangements provide for a lump sum cash severance award designed to approximate one year’s target cash compensation (base salary and target bonus opportunity), or in the case of Mr. Farber, two times his current base salary, in each case in the event the (i) executive’s employment is involuntarily terminated, other than in connection with that person’s death, disability, a Change in Control or for Cause (as these terms are defined under the CIC Plan), or (ii) the executive voluntarily terminates his or her employment for “good reason.” Represents payment of target 2024 STIP award earned in 2024, pro-rated for the period prior to the Change in Control (the amount included above assumes full year payout at target). In the event of death, disability, or in certain circumstances, an involuntary termination of employment (other than for cause), occurring prior to the payment date, each NEO remains eligible for an award under the 2024 STIP, but payment is at the discretion of the CHCC. Each NEO’s actual 2024 STIP award was earned and paid during the first quarter of 2025. See the Summary Compensation Table on page 46 for more information. Represents the value of unvested PBRSUs and TBRSUs granted in 2022, 2023 and 2024 (see “Outstanding Equity Awards at Fiscal Year-End 2024” beginning on page 49 for more information). PBRSUs Death. In the event of an NEO’s death, a pro-rated portion of the PBRSUs vests and the awards remain subject to the performance-based vesting conditions as calculated pursuant to the terms of the award agreement as of the date of the termination event. For each of the 2022, 2023 and 2024 RTSR PBRSUs, the value is presented at 25.0%, 64.0% and 100.0% of target, respectively. For each of the 2022, 2023 and 2024 ROE PBRSUs, the value is presented at 95.0%, 101.7% and 100.0% of target, respectively. Disability. In the event of an NEO’s disability, a pro-rated portion of the PBRSUs vests and the participant is given an additional one-year service credit, and the awards remain subject to the performance-based vesting conditions as calculated pursuant to the terms of the award agreement as of the date of the termination event. The value presented for each of the 2022 RTSR PBRSUs and 2022 ROE PBRSUs is based on the actual payout of 25.0% and 125.0% of target, respectively. The value for each of the 2023 and 2024 RTSR PBRSUs is presented at target. The value for each of the 2023 and 2024 ROE PBRSUs is presented at 133.3% and 131.6% of target, respectively. Retirement. In the event Messrs. Roche and Farber, who are retirement eligible under the terms of their 2022, 2023 and 2024 PBRSU awards, retired as of December 31, 2024, their full 2022, 2023 and 2024 PBRSUs would remain outstanding and be eligible to be earned based upon the Company’s actual level of performance measured against pre-established metrics. The value of each of their 2022 RTSR PBRSUs and 2022 ROE PBRSUs is based on the actual payout of 25.0% and 125.0% of target, respectively. The value of each of their 2023 and 2024 PBRSU awards is each presented at target. Since the actual values of the 2023 and 2024 PBRSU awards are not calculated until the end of each performance period, as applicable, the actual values of these awards may differ from the amount disclosed above. Without Cause / For Good Reason. The terms of Mr. Farber’s PBRSUs provide that if his employment is terminated without cause (other than as a result of his death, disability, or a change in control), or if he terminates his employment for good reason, then he will be given one additional year’s vesting credit. As a result, Mr. Farber’s 2022 PBRSU awards would have been deemed to be vested as of December 31, 2024. The values presented for the 2022 RTSR PBRSUs and 2022 ROE PBRSUs are based on the payout calculated as of December 31, 2024 of 25.0% and 125.0% of target, respectively. Change in Control. In the event of a change in control, unless such awards are assumed by the successor entity, 100% of the PBRSUs vest based upon the level of achievement as of the change in control. If awards are assumed, the assumed award will be a time-based RSU with respect to the number of units that would be earned under the original PBRSU award based on the level of achievement as of the change in control, and the assumed award will fully accelerate and vest if an NEO’s employment is involuntarily or constructively terminated following the change in control. As calculated pursuant to the terms of the award agreement, the value for each of the 2022, 2023 and 2024 RTSR PBRSUs is presented at 25.0%, 64.0% and 100.0% of target, respectively. As calculated pursuant to the terms of the award agreement, the value for each of the 2022, 2023 and 2024 ROE PBRSUs is presented at 95%, 101.7% and 100.0% of target, respectively. TBRSUs Death and Disability. In the event of an NEO’s death or disability, the award vests in full. Retirement. In the event Messrs. Roche and Farber, who are retirement eligible under the terms of their 2022, 2023 and 2024 TBRSU awards, retired as of December 31, 2024, their 2022, 2023 and 2024 TBRSU awards would have vested in full. Although each of their 2022, 2023 and 2024 TBRSU awards vest upon retirement, payment is deferred until the regularly scheduled vesting date of the awards. Accordingly, the actual value of the 2022, 2023 and 2024 TBRSU awards may differ from the amount disclosed above because the stock price may differ when the TBRSU awards are paid. Without Cause / For Good Reason. The terms of Mr. Farber’s TBRSUs provide that if his employment is terminated without cause (other than as a result of his death, disability, or a change in control), or if he terminates his employment for good reason, then he will be given one additional year’s vesting credit for purposes of this award. As a result, in the event of Mr. Farber’s termination of employment without cause or for good reason on December 31, 2024, his 2022 TBRSU awards would have vested in full. Change in Control. In the event of a change in control, unless such award is assumed by the successor entity, 100% of the TBRSUs vest. If awards are assumed, then participants are not entitled to any acceleration unless the participant’s employment is involuntarily or constructively terminated following the change in control. To comply with Section 409A of the Internal Revenue Code, certain TBRSUs issued to individuals who meet the requirements of “retirement eligibility” (or will meet the requirements of “retirement eligibility” prior to the TBRSU’s scheduled vesting date) will immediately vest and become payable upon the occurrence of a change in control. Each of Messrs. Roche, Farber, Salvatore and Kerrigan’s 2022, 2023 and 2024 TBRSU awards include such a provision because they each will meet the requirements of “retirement eligibility” before the vesting date of each award. Non-Qualified Stock Options. Represents the intrinsic value (difference between fair market value of a share of our Common Stock and the exercise price of the options multiplied by the number of accelerated options). Death and Disability. In the event of an NEO’s death or disability, any unvested options immediately vest and become exercisable in full.

  92. Potential Payments Upon Termination or Change in Control* Tables

    Retirement. In the event Messrs. Roche and Farber, who are retirement eligible under the terms of their 2022, 2023 and 2024 option awards, retired as of December 31, 2024, their 2022, 2023 and 2024 options would remain outstanding and subject to the vesting schedule pursuant to the award agreements. Accordingly, the actual value of the 2022, 2023 and 2024 option awards may differ than the amount disclosed above because the stock price may differ when the option awards actually become exercisable. Without Cause / For Good Reason. The terms of Mr. Farber’s option awards provide that if his employment is terminated without cause (other than as a result of his death, disability, or a change in control), or if he terminates his employment for good reason, then he will be given one additional year’s vesting credit for each outstanding but unvested option. Change in Control. Unless such awards are assumed by the successor entity, upon a change in control unvested options immediately vest and become exercisable in full. If awards are assumed, then participants are not entitled to any acceleration unless their employment is involuntarily or constructively terminated following the change in control. (6) Represents the estimated cost of continued health and dental benefits for a period not to exceed one year. All such benefits terminate in the event the NEO obtains other employment that provides the NEO with group health benefits. (7) Represents the estimated cost of one year of outplacement services. (8) Represents a lump sum payment equal to the amount that would be credited for 2024 to the NEO’s account balances under the 401(k) Plan and the Non-Qualified Retirement Savings Plan, based upon the higher of the NEO’s 2023 or annualized 2024 eligible compensation.

  93. CEO Pay Ratio

    CEO Pay Ratio Set forth below is an estimate of the relationship between the annual total compensation of our median compensated employee and the annual total compensation of John C. Roche, our Chief Executive Officer. The pay ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For the 2024 fiscal year: • The base salary of the median compensated employee of our Company (other than our CEO) was $87,308, and when short-term incentive compensation, 401(k) match and the cost of medical and health benefits is included, the annual total compensation of the median compensated employee (calculated in accordance with the methodology used to determine the amounts reported in the Summary Compensation Table on page 46) was $126,501; • Mr. Roche’s total compensation, calculated in accordance with the methodology used to determine the amounts reported in the Summary Compensation Table on page 46 (and then adding the cost of certain medical and health benefits, as described below), was $9,570,969; and • Based on the foregoing, for 2024 the ratio of the total compensation of Mr. Roche to the annual total compensation of our median compensated employee was approximately 76 to 1. To calculate our CEO pay ratio as described above, we used the following methodology and assumptions: Median Employee • Pursuant to SEC rules, we were permitted to use the same median employee for three years before identifying a new median employee because there was no significant change to our employee population or compensation arrangements that we believed would result in a significant change to our pay ratio disclosure. For our 2024 ratio, we selected a new median compensated employee because we used the same median compensated employee, or as permitted by SEC rules, a substantially similarly compensated employee, in each of the prior three years. • We selected December 31, 2024 as the date used to identify the median compensated employee. As of December 31, 2024, we had an employee population of approximately 4,900 employees (excluding our CEO) from which to determine the median employee; To identify the median compensated employee, we analyzed the approximately 4,900 employee population based on total target compensation for 2024 (i.e., 2024 base salary, 2024 target bonus or short-term incentive compensation to be paid in 2025 and the target 2024 long-term incentive compensation granted in 2024, if applicable). Total target compensation was selected as the consistently applied compensation measure because that is the metric that the Company bases its compensation decisions on and how it views the compensation it pays to its employees; and We calculated the actual annual total compensation paid to the median compensated employee using the same methodology we used to calculate Mr. Roche’s compensation in the Summary Compensation Table on page 46 (including bonus amounts totaling $13,000 and the Company’s contribution to the 401(k) plan on behalf of the median compensated employee of $5,821) and added the $20,373 cost of medical and health benefits attributed to the median compensated employee through Company-sponsored benefit plans. CEO • Mr. Roche’s total compensation was calculated by using the same methodology as was used to calculate the amounts in the Summary Compensation Table on page 46 and by adding the $20,373 cost of medical and health benefits that the Company attributed to Mr. Roche in 2024 through Company-sponsored benefit plans; this amount was added in order to provide a like comparison to the elements of compensation included for the median compensated employee. In accordance with SEC rules, we have used estimates and assumptions, as described above, in calculating the pay ratio reported above. The estimates and assumptions that we use may differ from estimates and assumptions used by other companies, including companies in our compensation peer group described above.

  94. Pre-Tax Operating Income

    Pre-Tax Operating Income Pre-Tax Operating Income is a non-GAAP financial measure because it excludes from net income certain items of expense or income that management does not consider representative of the results attributable to the core operations of our business. The items excluded were primarily realized and unrealized investment gains and losses, losses on the repayment of debt, discontinued operations, interest expense on debt, and income taxes. A reconciliation of Pre-Tax Operating Income to income from continuing operations and net income is presented below and on page 39 of our Annual Report on Form 10-K filed with the SEC on February 24, 2025.

  95. Ex-Cat Operating Income

    Ex-Cat Operating Income Ex-Cat Operating Income is a non-GAAP financial measure because it excludes from net income certain items of expense or income that management does not consider representative of the results attributable to the core operations of our business, including those items noted above, as well as the impact of catastrophe losses on our results. Although catastrophe losses are a significant component in understanding and assessing our financial performance, management has metrics that evaluate results excluding catastrophes due to the fact that catastrophes are not predictable as to the timing or the amount that will affect our operations. A reconciliation for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 of Pre-Tax Operating Income and Ex-Cat Operating Income to Income from continuing operations, net of tax, the most directly comparable GAAP financial measure, is set forth below.

  96. Ex-Cat Operating Income

    | | | Years Ended December 31 | | | | | (in millions) | 2024 | 2023 | 2022 | 2021 | 2020 | | Net income | $426.0 | $35.3 | $116.0 | $418.7 | $358.7 | | Discontinued operations | (0.7) | (1.8) | 0.8 | 1.3 | 3.3 | | Income from continuing operations, net of tax | 425.3 | 33.5 | 116.8 | 420.0 | 362.0 | | Adjustment for non-operating items | 60.6 | 22.7 | 83.1 | (101.7) | (7.0) | | Operating income, net of interest expense and income taxes | 485.9 | 56.2 | 199.9 | 318.3 | 355.0 | | Income tax expense on operating income | 130.1 | 15.3 | 51.1 | 80.0 | 92.6 | | Interest expense on debt | 34.1 | 34.1 | 34.1 | 34.0 | 37.1 | | Pre-tax operating income | 650.1 | 105.6 | 285.1 | 432.3 | 484.7 | | Pre-tax catastrophe losses | 375.9 | 690.1 | 402.6 | 402.6 | 286.7 | | Ex-Cat operating income | $1,026.0 | $795.7 | $687.7 | $834.9 | $771.4 |