eig-20250409


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A

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

Exchange Act of 1934


Filed by the Registrant x
Filed by a Party other than the Registrant o

Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


EMPLOYERS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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


Payment of Filing Fee (Check all boxes that apply):
x			No fee required
o			Fee paid previously with preliminary materials
o			Fees computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Stockholders and Proxy Statement

April 10, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Employers Holdings, Inc. (the "annual meeting"). The annual meeting will be held on Thursday, May 22, 2025, beginning at 9:00 a.m. Pacific Daylight Time at our principal executive offices at 5340 Kietzke Lane, Suite 202, Reno, Nevada 89511 for the following purposes:

(i)To elect the eight continuing directors named in the attached proxy statement to serve until the 2026 Annual Meeting of Stockholders;

(ii)To hold an advisory vote to approve the compensation paid to our named executive officers;

(iii)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

(iv)To transact such other business as may properly come before the meeting or any postponement, adjournment, or other delay thereof.

All stockholders of record of Employers Holdings, Inc. as of the close of business on March 24, 2025 are entitled to receive notice of, and to vote at, the annual meeting and any postponement, adjournment, or other delay thereof.

We are pleased to continue to furnish proxy materials to our stockholders electronically over the Internet. We believe that this e-proxy process expedites stockholder receipt of proxy materials, lowers the costs associated with the production and distribution of proxy materials, and reduces the environmental impact of our annual meeting. The proxy materials, including Employers Holdings, Inc.’s Annual Report for the year ended December 31, 2024, are available at www.proxydocs.com/eig.

Your vote is very important to us. Whether or not you plan to attend the annual meeting, we hope that you will vote as soon as possible. You may vote over the Internet, by telephone or, if you received printed proxy materials, by signing, dating, and returning a proxy card. You may revoke your proxy any time prior to the annual meeting and submit a new proxy as you deem necessary.

We look forward to seeing you at the annual meeting on May 22, 2025.

Sincerely,



Jeanne L. Mockard			Lori A. Brown
Chair of the Board			Executive Vice President, Chief Legal Officer and Secretary

America's small business insurance specialist.®


www.employers.com

Table of Contents


			Page
Proxy Statement Summary			i

General Information			1

Proposal 1 - Election of Directors			5

Board Matters and Corporate Governance			12

Proposal 2 - Advisory Vote to Approve Executive Compensation			20

Compensation Discussion and Analysis			21

Human Capital Management and Compensation Committee Report			33

Executive Compensation Tables			34

CEO Pay Ratio			45

Pay Versus Performance			46

Security Ownership of Certain Beneficial Owners and Management			50

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm			52

Audit Committee Report			53

Audit Matters			54

Non-GAAP Financial Measures			56

Proxy Statement Summary

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Employers Holdings, Inc. Annual Meeting of Stockholders


Time and Date			9:00 a.m. Pacific Daylight Time on Thursday, May 22, 2025

Place			5340 Kietzke Lane, Suite 202 Reno, Nevada 89511

Record Date			March 24, 2025

Voting			Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Ways to Vote			You may vote your shares in person by ballot at the annual meeting, over the Internet, by telephone, or by returning a signed and dated proxy card.

The Proxy Statement and the 2024 Annual Report to stockholders are available at www.proxydocs.com/eig.

Proposals and Board Recommendations


Proposal		Board's Voting Recommendation	Page Reference (for more detail)

1.	Election of directors	FOR each director nominee	5

2.	Advisory vote to approve executive compensation	FOR	20

3.	Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2025	FOR	52

So that your shares may be represented if you do not plan to attend the annual meeting, please vote your proxy by telephone or over the Internet or by returning the enclosed proxy card in the postage prepaid envelope as soon as possible. Your prompt response will greatly facilitate arrangements for the annual meeting, and your participation is appreciated.

| 2025 Proxy Statement i

2024 Performance Highlights

(all comparisons against full-year 2023, unless stated otherwise)

•We grew the business at an underwriting profit.

◦We generated $769.5 million of net written premium, higher than any year since our IPO in 2007;

◦Our new business premium increased 13%, and our renewal premium increased 6%;

◦Our Adjusted GAAP Calendar Year Combined Ratio (as defined in our Compensation Discussion and Analysis beginning on page 21) was 98.0%;

◦Our net income was $118.6 million ($4.71 per diluted share), which was consistent with 2023 at $118.1 million ($4.45 per diluted share); and

◦Our adjusted net income(1) was $94.0 million ($3.73 per diluted share), down from $101.7 million ($3.83 per diluted share).

•We gained economies of scale.

◦We achieved a record number of ending policies in-force of 130,767 up 3%; and

◦Our consolidated GAAP Underwriting and General & Administrative Expense Ratio was 23.5%, which was our lowest since 2018.

•We effectively managed our investments and capital.

◦Our investment portfolio generated net investment income of $107.0 million, higher than any year since our IPO in 2007;

◦We returned $71.7 million to stockholders through a combination of share repurchases and regular quarterly dividends;

◦Our GAAP Book value per share, or "BVPS" was $43.52 at December 31, 2024, up 11.9% after taking into account $1.18 of dividends declared; and

◦Our Adjusted book value per share, or "ABVPS"(1) (as defined in our Compensation Discussion and Analysis beginning on page 21) was $50.71 at December 31, 2024, up 9.8% after taking into account $1.18 of dividends declared, higher than any year since IPO in 2007.

(1) Refer to Non-GAAP Financials Measures on page 56 for more information.

| 2025 Proxy Statement

General Information

This proxy statement, the accompanying proxy card and the Company's 2024 Annual Report to stockholders of Employers Holdings, Inc. (the "Company") are being made available to stockholders on or about April 10, 2025 in connection with the solicitation on behalf of the Board of Directors of the Company (the "Board") of proxies to be voted at the 2025 Annual Meeting of Stockholders to be held on Thursday, May 22, 2025, and any postponement(s), adjournment(s), or other delay(s) thereof (the "annual meeting").

About the Company

Employers Holdings, Inc. is a holding company with subsidiaries that are specialty providers of workers' compensation insurance and services focused on small and mid-sized businesses engaged in low-to-medium hazard industries. The Company operates throughout the United States, with the exception of four states that are served exclusively by their state funds. Insurance is offered through Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company, Employers Assurance Company, and Cerity Insurance Company, all rated A (Excellent) by the AM Best Company. Not all companies do business in all jurisdictions.

Governance Document Information

Our Board Committee Charters, Corporate Governance Guidelines, Related Person Transactions Policy, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers are posted on the Company's website at www.employers.com. Copies of these documents will be delivered, free of charge, to any stockholder who requests them by email from ChiefLegalOfficer@employers.com.

Notice and Access

Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the Internet. On or about April 10, 2025, we mailed to our stockholders a "Notice of Internet Availability of Proxy Materials," which tells stockholders how to access and review the information contained in the proxy materials and how to submit their proxies over the Internet or by telephone. We believe that utilizing this e-proxy process expedites stockholder receipt of proxy materials, lowers the costs associated with the production and distribution of proxy materials, and reduces the environmental impact of our annual meetings. You may not receive a printed copy of the proxy materials unless you request the materials by following the instructions included in the notice. In addition, by following the instructions included in the notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Your election to receive proxy materials in printed form by mail or by email will remain in effect until you terminate such election.

Delivery of One Set of Annual Meeting Materials to Stockholders with the Same Address

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports to stockholders with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report to stockholders addressed to those stockholders. This process, commonly referred to as "householding," provides cost savings for companies and helps to minimize the environmental impact of the annual meeting. The Company and some brokers household proxy materials and annual reports to stockholders unless contrary instructions have been received from the affected stockholders. Once you have received notice from the Company, your broker, or other designated intermediary that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate printed proxy statement and annual report to stockholders, notify the Company by calling its transfer

| 2025 Proxy Statement 1

agent at 1-866-870-3684, or submit a written request via regular mail to EQ Shareowner Services at P.O. Box 64854, St. Paul, Minnesota 55164-0854, or via overnight delivery to EQ Shareowner Services.

Stockholders who currently receive multiple copies of their proxy materials and would like to request householding should submit a written request to: EQ Shareowner Services at the address above.

Please include the Company's name, Employers Holdings, Inc., and your account number(s), in any correspondence regarding householding. Street name stockholders wishing to cancel or request householding of their proxy materials should contact their brokers directly.

Print Copy Requests

If a stockholder wishes to receive a hard copy of the 2024 Annual Report or proxy statement, please contact the Company's transfer agent, EQ Shareowner Services at 1-866-870-3684 or by writing to EQ Shareowner Services at P.O. Box 64854, St. Paul, MN 55164-0854 or www.investorelections.com/eig. The stockholder will be sent, without charge, a print copy of the 2024 Annual Report or proxy statement promptly upon request.

Who May Vote

All holders of the Company's common stock, par value $0.01 per share, as of the close of business on the record date, March 24, 2025, are entitled to vote at the annual meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. On the record date, there were 24,260,602 shares of common stock outstanding and entitled to vote at the annual meeting.

Annual Meeting Admission

Seating will be limited at the annual meeting. All attendees will need to present a form of government-issued photo identification to be admitted to the annual meeting. No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the annual meeting.

If your shares are held in "street name" by a bank or brokerage firm and you wish to attend the annual meeting in person, you must bring an account statement or letter from your bank or broker showing that you are the beneficial owner of your shares as of the record date in order to be admitted to the annual meeting. If you hold your shares in "street name" and wish to vote by ballot at the annual meeting, you must bring a "legal proxy" from your bank or broker.

Quorum

Unless otherwise required by applicable law or the Company's amended and restated articles of incorporation (the "Articles of Incorporation") or amended and restated bylaws (the "Bylaws"), a majority of the voting power of the issued and outstanding common stock entitled to vote, including the voting power that is represented in person or by proxy, regardless of whether any such proxy has the authority to vote on all matters, shall constitute a quorum for the transaction of business at the annual meeting. Shares of common stock represented in person or by proxy (including broker non-votes and shares that abstain or do not vote with respect to one or more of the proposals to be voted upon) will be counted for the purpose of determining whether a quorum exists. There are no cumulative voting rights.

Beneficial Owner Voting

If you own shares of common stock held in "street name" by a bank or brokerage firm and you do not instruct your bank or broker how to vote your shares using the instructions that your bank or broker provides to you, your bank or broker may not be able to vote your shares. If you give your bank or broker instructions, your shares will be voted as you direct. If you do not give instructions, whether the bank or broker can vote your shares depends on whether the proposal is considered "routine" or "non-routine" under New York Stock Exchange ("NYSE") rules. If a proposal is routine, a bank or broker holding shares

| 2025 Proxy Statement

for a beneficial owner in street name may vote on the proposal without voting instructions from the beneficial owner. If a proposal is non-routine, the bank or broker may vote on the proposal only if the beneficial owner of the shares has provided voting instructions. A broker non-vote occurs when the bank or broker is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide instructions. Proposal 3, the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm, is the only proposal at the annual meeting that is considered routine.

How to Vote

You may vote your shares in any of the following ways:

•by telephone at 1-866-883-3382 any time before 11:59 p.m., Central Daylight Time, on Wednesday, May 21, 2025;

•by the Internet at www.proxypush.com/eig any time before 11:59 p.m., Central Daylight Time, on Wednesday, May 21, 2025;

•by signing and dating the enclosed proxy card and returning it as soon as possible (a postage prepaid envelope is included for your convenience); or

•in person by ballot at the annual meeting.

How Proxies Will be Voted

All properly executed proxies, unless revoked as described below, will be voted at the annual meeting in accordance with your instructions on the proxy. If a properly executed proxy gives no specific instructions, the shares of common stock represented by that proxy will be voted as follows:

•FOR the election of the eight director nominees named in this proxy statement to serve a one-year term expiring at the 2026 Annual Meeting of Stockholders;

•FOR approval of the compensation paid to the Company's named executive officers;

•FOR ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025; and

•at the discretion of the proxy holders with regard to any other matter that is properly presented at the annual meeting.

Revoking a Proxy

If you vote by proxy, you may revoke your proxy at any time before it is voted at the annual meeting. You may do this by:

•mailing a written notice (before the annual meeting) revoking your proxy to the Secretary, Employers Holdings, Inc., at P.O. Box 539003, Henderson, Nevada 89053-9003;

•delivering a new proxy (before the annual meeting) bearing a date after the date of the proxy being revoked; or

•voting in person by ballot at the annual meeting.

Votes Required

For Proposal 1, directors are elected in an uncontested election by a majority of votes cast standard, meaning the votes for a director nominee must exceed the votes against that director nominee. In the election of directors, abstentions from voting and broker non-votes will be disregarded and have no effect on the outcome of the vote.

| 2025 Proxy Statement 3

Approval of Proposal 2, the advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers, requires that the number of votes cast for the proposal to exceed the number of votes cast against the proposal. The results of this vote are not binding on the Board. For the advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers, abstentions from voting and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.

Approval of Proposal 3, the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025, requires the number of votes cast for the proposal to exceed the number of votes cast against the proposal. Abstentions from voting and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.

Voting Results

The Company plans to announce preliminary voting results at the annual meeting and will report the final results in a Current Report on Form 8-K, which the Company intends to file with the SEC within four business days after the annual meeting.

Other Matters to be Presented

The Board knows of no other matters that will be presented at the annual meeting. However, if other matters properly come before the annual meeting, the person or persons voting your shares pursuant to instructions by proxy card will vote your shares in accordance with their best judgment on such matters.

Inspector of Election

In accordance with the Company's Bylaws, Jeanne L. Mockard, Chair of the Board, has appointed a representative of Equiniti Trust Company, LLC, doing business as EQ Shareowner Services, to be the inspector of election at the annual meeting. The inspector of election is not an officer or director of the Company. The inspector will receive and canvass the votes given at the annual meeting and certify the results.

Proxy Solicitation and Expenses

The Company will bear the expense of preparing, printing and mailing this proxy statement. Our employees may solicit the return of proxies, but they will not receive additional compensation. We have engaged the services of Morrow Sodali LLC to assist the Company in the solicitation of proxies at an anticipated cost of $10,000, plus reasonable and customary disbursements. We have requested brokers, banks, and other custodians, nominees, and fiduciaries to send notice and proxy materials to beneficial owners and will, upon request, reimburse them for their expense in so doing. Solicitations may be made by mail, telephone, email, Internet, or other means.

Submission of Stockholder Proposals

Stockholder proposals intended for inclusion in the Company's 2026 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") must be directed to the Secretary, Employers Holdings, Inc., at 748 S. Meadows Parkway, Suite A9, #249, Reno, Nevada 89521, and must be received by December 11, 2025. The Company's Bylaws require that proposals of stockholders made outside of Rule 14a-8 under the Exchange Act, including any stockholder director nominees pursuant to Rule 14a-19 under the Exchange Act, must be submitted, in accordance with the requirements of the Bylaws, not later than February 21, 2026 and not earlier than January 22, 2026. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

| 2025 Proxy Statement

Proposal 1 - Election of Directors

Nominees for Election as Directors

Effective as of March 3, 2025, Marvin Pestcoe was appointed as a member of the Board. Mr. Pestcoe was identified as a nominee by a third-party search firm. On the same date, Michael J. McSally and James R. Kroner notified the Board that they were retiring from the Board, effective immediately. Following Mr. Pestcoe’s appointment and the retirement of Messrs. McSally and Kroner, the Board consists of eight directors. The Board thanks Messrs. McSally and Kroner for their service.

The Board nominated the eight director candidates identified below for election at the annual meeting, to hold office until the next succeeding annual meeting of stockholders or until their successors have been duly elected or appointed and qualified. All nominees are current members of the Board.

The Board Governance and Nominating Committee (the "Governance Committee") considered each nominee’s experiences, qualifications, attributes, and skills when determining the current performance of the Board. The Governance Committee also reviewed the Board and committee evaluations, including individual peer-to-peer reviews, and considered the significant experience our directors have had working together on the Board. The Board evaluated the same criteria when it approved the nominees recommended by the Governance Committee.

In considering the nominees, the Governance Committee and the Board focused on the background and experiences of the nominees, as described in the biographies appearing below. The Governance Committee and the Board concluded that the nominees for election provide the Company with an appropriate mix of experience, perspectives, knowledge, education, and abilities to allow the Board to fulfill its responsibilities to the Company and its stockholders.

Each nominee has consented to being named in this proxy statement and to serve as a director, if elected. Should any of the nominees become unable or unwilling to serve, the proxies will be voted for the election of such person(s) as shall be recommended by the Board. The Board has no reason to believe that the nominees will be unable to serve.

The information provided is as of April 1, 2025, unless otherwise indicated.


8 ongoing directors			5 years average tenure of independent directors
38% female directors			88% independent directors

| 2025 Proxy Statement 5


Katherine H. Antonello


Principal Occupation:									Director Since: 2021
President and Chief Executive Officer of Employers Holdings, Inc.									Committee Memberships:
Age: 60									Executive
Other current public company directorships: None									Risk Management, Technology and Innovation
Previous public company directorships in last five years: None


Experience
Ms. Antonello has served as a Director and the President and Chief Executive Officer of the Company since April 2021. She also serves as a Director and Chief Executive Officer of each of the Company’s wholly-owned subsidiaries. Ms. Antonello joined the Company in August 2019 as its Executive Vice President, Chief Actuary. Prior to joining the Company, Ms. Antonello served as the Chief Actuary for the National Council on Compensation Insurance (NCCI) from June 2013 to July 2019. Ms. Antonello earned her Bachelor of Science degree in Mathematics from Birmingham-Southern College. She is a Fellow of the Casualty Actuarial Society, a Fellow of the Society of Actuaries, and a Member of the American Academy of Actuaries. In addition, she served as Chair of the Board of Directors and President of the Casualty Actuarial Society and continues as an advisory board member of Kids Chance of America.





Skills and Qualifications
Ms. Antonello’s qualifications to serve on the Board include, among other factors, her unique blend of nearly 40 years of insurance experience in the areas of both life and annuity insurance and property and casualty insurance. She has over 25 years of deep workers’ compensation insurance experience, having held leadership roles over actuarial, policy services, claims, government affairs, regulatory reporting, research, and internal audit functions. Additionally, during her career, she has broadened her industry perspective by working at carriers, insurance bureaus, and consulting firms.


João (John) M. de Figueiredo


Principal Occupation:									Director Since: 2019
Professor									Independent
Age: 59									Committee Memberships:
Other current public company directorships: None									Board Governance and Nominating (Chair)
Previous public company directorships in last five years: None									Executive
									Risk Management, Technology and Innovation


Experience
Dr. de Figueiredo has been a professor at Duke University since 2010 and is currently the Russell M. Robinson II Distinguished Professor of Law, Strategy, and Economics at the Duke University Law School and Fuqua School of Business. Prior to joining Duke, Dr. de Figueiredo held faculty positions at the UCLA Anderson School of Management, UCLA Law School, and the MIT Sloan School of Management. He has also served as a strategic management consultant at Monitor Company. His research specializes in business and innovation strategies in regulated industries. His scholarly articles, papers, and reviews on strategy, innovation, economics, and business-government interactions have appeared in numerous scholarly and management journals in a variety of disciplines. Dr. de Figueiredo received a Ph.D. in Business and Public Policy from the University of California, Berkeley, an M.Sc. degree in Economics from the London School of Economics, and an A.B. degree from Harvard University, and he has been a Research Associate with the National Bureau of Economic Research since 2007.





Skills and Qualifications
Dr. de Figueiredo’s qualifications to serve on the Board include, among other factors, his knowledge, research, and expertise in areas of competitive strategy, disruptive and incremental innovation, strategy implementation and organizational change, data analytics, economics, and corporate regulatory and political strategy.

| 2025 Proxy Statement


Barbara A. Higgins


Principal Occupation:									Director Since: 2018
Advisor									Independent
Age: 58									Committee Memberships:
Other current public company directorships: None									Board Governance and Nominating
Previous public company directorships in last five years: None									Executive
									Human Capital Management and Compensation (Chair)


Experience
Ms. Higgins retired from Duke Energy Corporation ("Duke Energy"), an electric power and natural gas holding company, in December 2021 and currently serves as an advisor on customer experience management as well as on the board of multiple non-profit institutions. From August 2017 through December 2021, Ms. Higgins served as the Chief Customer Officer for Duke Energy, with focus on designing end-to-end strategies for measurement, valuation and improvement of the residential and commercial customer experience and had also served as its Customer Experience Advisor. Previously, from May 2015 to August 2017, she was a consultant. Ms. Higgins served as Chief Customer Officer for Allstate Insurance Company from May 2011 to April 2015. Prior to that, she led Customer Experience at United Airlines, Inc., following a nearly 19-year career at The Walt Disney Company ("Disney") where she served in every Disney-owned and operated theme park location worldwide. From 2013 to the end of 2018, she served as a Director at DeVry University and was an advisory board member from November 2011 to 2013. Ms. Higgins received a Bachelor of Science degree from Cornell University, School of Hotel Administration and a Master of Business Administration from the University of Florida, Warrington College of Business Administration.
Skills and Qualifications
Ms. Higgins's qualifications to serve on the Board include, among other factors, her more than 35 years of experience in multi-channel operations, market research, brand management and leadership, managing operations across diverse cultures in the Americas, Asia, and Europe. An expert in customer experience management, she has worked for public multi-national companies in industries spanning energy, insurance, airlines, and hospitality, providing frequent updates to these boards. In her previous public company board experience, she served on the governance committee and oversaw transition from public company to private-owned board structure, developing committee charters and a new compensation structure.


Michael J. McColgan


Principal Occupation:									Director Since: 2017
Director and Private Investor									Independent
Age: 69									Committee Memberships:
Other current public company directorships: None									Audit (Chair)
									Executive
Previous public company directorships in last five years: None									Human Capital Management and Compensation


Experience
Until July 2017, Mr. McColgan was a Partner with PricewaterhouseCoopers LLP ("PwC") providing assurance, risk management, business advisory, and other services to clients primarily in the financial services industry. During his 38-year career with PwC, including 27 years as a Partner, Mr. McColgan held various leadership positions, such as East Region Assurance Leader, the firm’s largest Assurance Practice, Managing Partner of the New York Metro Insurance Practice and Managing Partner of the Northeast Financial Services and Insurance Practices. He was also a member of the PwC Extended Leadership Team and served as the Global Engagement Partner for several of PwC’s largest insurance company clients. Mr. McColgan also serves as a Director of Point32Health, Inc. formed in 2021 through the merger of Tufts Health Plan, Inc. and Harvard Pilgrim Health Care, Inc. Mr. McColgan received a bachelor’s degree in Accounting from Villanova University, is a Certified Public Accountant, and is a member of the American and Pennsylvania Institutes of Certified Public Accountants.





Skills and Qualifications
Mr. McColgan’s qualifications to serve on the Board include, among other factors, the significant experience he has gained in various leadership positions as a Partner at PwC, including his expertise in the areas of assurance, risk management, and advising businesses, primarily in the financial services industry.

| 2025 Proxy Statement 7


Jeanne L. Mockard


Principal Occupation:									Director Since: 2018
Private Investment Manager and Director									Independent
Age: 61									Committee Memberships:
Other current public company directorships: None									Audit
									Executive (Chair)
Previous public company directorships in last five years: None


Experience
Ms. Mockard has been the Chair of our Board since March 2024. Since 2009, Ms. Mockard has been the Principle at JLM Capital and Consulting, which provides consulting services to financial and technology companies and evaluates private investment opportunities. Prior to that, she was a Managing Director and Portfolio Manager with Putnam Investments for over 20 years. Ms. Mockard is a CFA and currently serves as a Director, member of the Audit Committee and chair of the Finance Committee of Nuclear Electric Insurance Limited, as a Director of Silent Spring Institute, a member of the Endowment Committee for The Bryn Mawr School, and as the Chair of the Investment Committee and Treasurer of the Lutheran Deaconess Association. Ms. Mockard received a Bachelor of Science degree from Tufts University and a Master of Business Administration from the University of Virginia, Darden School of Business.



Skills and Qualifications
Ms. Mockard’s qualifications to serve on the Board include, among other factors, her experience with financial and technology companies and as an investor in startup businesses, as well as more than 20 years of experience managing large investment portfolios, and her extensive service on various boards and committees.


Alejandro (Alex) Perez-Tenessa


Principal Occupation:									Director Since: 2022
CEO									Independent
Age: 50									Committee Memberships:
Other current public company directorships: None									Executive Committee
									Human Capital Management and Compensation
Previous public company directorships in last five years: None
									Risk Management, Technology and Innovation (Chair)


Experience
Mr. Perez-Tenessa is the founder and CEO of Trendio Live Inc., a marketing technology company, which was formed in July 2021. Prior to that, he served as Vice President, U.S. Prime Video at Amazon.com, Inc., a multinational technology company, from August 2019 to April 2021. He served as Vice President, Kindle Content at Amazon from 2017 to 2019. Prior to joining Amazon, he served as Vice President of Beauty and Personal Care of CVS Health from 2013 to 2017. He also served as a Partner at McKinsey & Company from 2003 to 2013. Mr. Perez-Tenessa received a Master in Business Administration from Harvard University (Baker Scholar), as well as a bachelor’s degree and a master’s degree from ESSEC Business School in Paris, France.



Skills and Qualifications
Mr. Perez-Tenessa’s qualifications to serve on the Board include, among other factors, his unique expertise and experience in areas including transformational leadership, digital marketing, and optimization of customer experience through machine learning.

| 2025 Proxy Statement


Marvin Pestcoe


Principal Occupation:									Director Since: 2025
Director									Independent
Age: 64									Committee Memberships:
Other current public company directorships: Hamilton Insurance Group, Ltd.									Audit
									Board Governance and Nominating
Previous public company directorships in last five years: AISIX Solutions Inc.


Experience
Mr. Pestcoe served as Executive Chair and Chief Executive Officer of Langhorne Re, a global life and annuity reinsurer, from January 2019 to April 2021 and continued as a director of Langhorne Re until March 2023. He previously held senior positions for PartnerRe (2001 to 2017) and Swiss Re New Markets (1997 to 2001), and has over 40 years of experience in insurance, reinsurance and investments including a range of executive roles and leadership positions that focused on profit center management, investments, corporate strategy, data analytics and risk management. Mr. Pestcoe has served on the boards of several public and private companies. He is currently a director of Hamilton Insurance Group, Ltd. where he is the chair of the Underwriting Committee, a member of the Audit Committee and a member of the Investment Committee. Mr. Pestcoe also serves on the board of Catalina Holdings (Bermuda) Ltd. Mr. Pestcoe is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries.
Skills and Qualifications
Mr. Pestcoe's qualifications to serve on the Board include, among other factors, his significant knowledge and expertise in areas including executive leadership roles with over 40 years in the insurance industry in profit center management, investments, corporate strategy, data analytics, and risk management, as well as his board service on both publicly traded and private companies.


Steven P. Sorenson


Principal Occupation:									Director Since: 2024
Director									Independent
Age: 60									Committee Memberships:
Other current public company directorships: None									Human Capital Management and Compensation

Previous public company directorships in last five years: None									Risk Management, Technology and Innovation


Experience
Mr. Sorenson retired from the Allstate Corporation ("Allstate"), a nationwide insurance provider, in April 2023 after serving in various senior leadership roles, most recently as Executive Vice President of Corporate Business Transformation from 2020 to April 2023 and as Executive Vice President of Operations from 2017 to 2020. He joined Allstate in 2000. Prior to joining Allstate, Mr. Sorenson was a general manager at Progressive Insurance Company from 1997 to 2000 and an engagement manager at McKinsey & Company from 1992 to 1997. Mr. Sorenson currently serves on the boards of YMCA of Metropolitan Chicago, where he serves as Chair, and One Hope United, a multistate nonprofit that helps children and families build the skills to live life without limits. Mr. Sorenson earned a master’s degree in business administration (finance and strategy) from the University of Chicago in 1992 and a bachelor’s degree in economics from Harvard University in 1987.
Skills and Qualifications
Mr. Sorenson’s qualifications to serve on the Board include, among other factors, his significant knowledge and expertise in areas including transformational leadership, insurance operations, and insurance product development and distribution.

___________________________________________________________________________

The Board of Directors unanimously recommends that stockholders

vote FOR the nominees listed above.

___________________________________________________________________________

| 2025 Proxy Statement 9

Director Nomination and Recommendation Procedures

The Governance Committee has adopted Procedures and Criteria for Nomination to assist it in reviewing and evaluating director nominees. These procedures identify qualifications that should be considered when comparing and evaluating director nominees from any source. The general criteria include background and experience, and an appropriate mix of professional experience or training in accounting, finance, technology, management, marketing, securities, law, and insurance. The specific criteria to be reviewed by the Governance Committee include, but are not limited to, the following: integrity; collegiality; experience at a senior level in a particular industry; commitment; financial literacy; an understanding of board governance; no conflict of interest with the Company; and the ability to satisfy the independence requirements of the NYSE and the U.S. Securities and Exchange Commission (the "SEC").

The Governance Committee may also seek to have the Board represent a diversity of backgrounds and experience. Although the Governance Committee does not have a written diversity policy, it considers diversity of knowledge, skills and professional experience as factors in evaluating candidates for the Board. The Governance Committee assesses its achievement of diversity through its review of Board composition as part of the annual Board self-evaluation process. The Governance Committee is responsible for assessing the appropriate balance of the various criteria required of Board members.

The Governance Committee may, if it determines to do so, utilize a search firm to assist in its review of any potential director candidates.

The Company’s Bylaws establish procedures for the submission of director nominees by stockholders. Stockholders wishing to submit a director nominee should carefully review the Bylaws.

The Governance Committee will also consider candidates recommended by stockholders. In considering candidates submitted by stockholders, the Governance Committee will account for the needs of the Board and the qualifications of the candidate. Any director recommendations by stockholders should be mailed to the Secretary, Employers Holdings, Inc. at 748 S. Meadows Parkway, Suite A9, #249, Reno, Nevada 89521.

Majority Vote Policy in Uncontested Director Elections

The Company's majority voting policy provides that a director nominee must receive a majority of votes cast, as contemplated by the Bylaws, in order to be elected to the Board, except that if as of a date that is 14 days in advance of the date that the Company files its definitive proxy statement with the SEC (regardless of whether or not thereafter revised or supplemented) the number of nominees exceeds the number of directors to be elected (a contested election), then the directors will be elected by the vote of a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. If an incumbent director fails to receive a majority of the votes cast for election in an uncontested election (where the number of nominees does not exceed the number of directors to be elected), then the Company's majority voting policy requires that such director must, promptly following certification of the stockholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures. All of these procedures must be completed within 90 days following certification of the stockholder vote.

The Board, through its Qualified Independent Directors (as defined below), will evaluate the best interests of the Company and its stockholders and decide the action to be taken with respect to such offered resignation, which may include, without limitation: (1) accepting the resignation; (2) accepting the resignation effective as of a future date not later than 180 days following certification of the stockholder vote; (3) rejecting the resignation but addressing what the Qualified Independent Directors believe to be the underlying cause of the failure to receive a majority of the votes cast; (4) rejecting the resignation but resolving that the director will not be re-nominated in the future for election as a director; or (5) rejecting the resignation.

In reaching their decision, the Qualified Independent Directors will consider all factors that they deem relevant, including but not limited to: (1) any stated reasons why stockholders did not vote for such

| 2025 Proxy Statement

director; (2) the extent to which the votes "against" exceed the votes "for" the election of the director and whether the votes "against" represent a majority of the Company's outstanding shares of common stock; (3) any alternatives for curing the underlying cause of the "against" votes; (4) the director's tenure; (5) the director's qualifications; (6) the director's past and expected future contributions to the Company; (7) the overall composition of the Board, including whether accepting the resignation would cause the Company to fail or potentially fail to comply with any applicable law, rule or regulation of the SEC or the NYSE Listed Company Manual (the "Listing Standards"); and (8) whether such director's continued service on the Board for a specified period of time is appropriate in light of current or anticipated events involving the Company.

Following the decision of the Qualified Independent Directors, the Company will publicly disclose the decision as to whether to accept the resignation offer and the process by which the decision was reached, including, if applicable, the reason(s) for rejecting the offered resignation.

A director who is required to offer his or her resignation in accordance with this policy is not permitted to be present during the deliberations or voting as to whether to accept his or her resignation or, except as otherwise provided below, a resignation offered by any other director in accordance with the Company's majority voting policy. Prior to voting, the Qualified Independent Directors may afford the affected director an opportunity to provide any information or statement that he or she deems relevant.

For purposes of the Company's majority voting policy, "Qualified Independent Directors" means all directors who are (1) independent directors (as defined in accordance with the Listing Standards) and (2) not required to offer their resignations in connection with an election in accordance with this policy. If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations, then the Qualified Independent Directors means all of the independent directors, with each independent director who is required to offer his or her resignation in accordance with this policy obligated to recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.

All nominees for election as a director in an uncontested election shall be deemed, as a condition to being nominated, to have agreed to abide by the Company's majority voting policy and, if applicable, must offer to resign and, if requested to do so, must resign, in each case in accordance with this policy. The Company may require each person to submit an irrevocable resignation letter, subject to this policy, as a condition to being nominated for election.

Compensation Committee Interlocks and Insider Participation

The Human Capital Management and Compensation Committee (the "Compensation Committee") during all or part of 2024 consisted of Ms. Higgins, Chair, and members Prasanna Dhoré (who retired in May 2024), and Messrs. McColgan, McSally, Perez-Tenessa, and Sorenson. None of these directors were at any time during 2024, or before, an officer or employee of the Company or any of its subsidiaries required to be disclosed under Item 404 of Regulation S-K of the Exchange Act. None of the executive officers of the Company or its subsidiaries served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officer served on the Company's, or its subsidiaries', boards of directors or their compensation committees.

| 2025 Proxy Statement 11

Board Matters and Corporate Governance

Corporate Governance Guidelines

The Board has adopted the Corporate Governance Guidelines of Employers Holdings, Inc. (the "Guidelines"), which are available on our website at www.employers.com, and the Company will furnish a print copy to any stockholder who requests it. The Guidelines were adopted to assist the Board in fulfilling its responsibilities and are in compliance with Section 303A of the Listing Standards.

Director Independence

In accordance with the rules of the NYSE, the Board affirmatively determines the independence of each director and nominee for election as a director in accordance with the Guidelines, which include all elements of independence set forth in Section 303A of the Listing Standards. Specifically, the Board has agreed that it shall consist of a majority of directors who qualify as independent directors under the Listing Standards.

The Guidelines provide that the Governance Committee reviews annually the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors whom the Governance Committee affirmatively determines have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) will be considered independent directors, subject to additional qualifications prescribed under the Listing Standards or applicable law. In the event that a director becomes aware of any change of circumstances that may result in such director no longer being considered independent under the Listing Standards or applicable law, the director shall promptly inform the Chair of the Governance Committee.

Based on its review, the Governance Committee has determined that all non-employee directors are independent. In addition, James Kroner and Michael McSally, who both served on the Board during the last fiscal year, were deemed independent.

Board Leadership Structure

The Board believes that there is no single best organizational model that is the most effective in all circumstances and that the stockholders' interests are best served by allowing the Board to retain the flexibility to determine the optimal organizational structure for the Company at a given time, including whether the role of Chair of the Board should be held by an independent director or a senior executive who serves on the Board. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities the Company faces, so they are in the best position to evaluate the needs of the Company and how to best organize the capabilities of the directors and management to meet those needs.

The Board has determined that having Ms. Mockard, an independent director, serve as Chair of the Board is in the best interest of the Company's stockholders at this time. This structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing Board priorities and procedures, and it is useful in establishing a system of corporate checks and balances. In addition, as managing the Board can be a time-intensive responsibility, this structure permits Ms. Antonello, our President and Chief Executive Officer ("CEO"), to focus on the management of the Company's day-to-day operations.

Lead Independent Director Policy

The Guidelines provide that if the Chair of the Board is not an independent director, the Company's independent directors will designate one of the independent directors on the Board to serve as a lead independent director (the "Lead Independent Director"). If the Chair of the Board is an independent director, then he or she satisfies the Guideline's requirements for a Lead Independent Director. As

| 2025 Proxy Statement

described under "Board Leadership Structure" above, the Board is currently led by an independent Chair of the Board, Ms. Mockard.

Board Committees

The Company has the following standing committees: Audit Committee, Governance Committee, Compensation Committee, Executive Committee, and Risk Management, Technology and Innovation Committee (the "Risk Committee"). The following table summarizes the current membership of the Board's standing committees and the number of meetings held in 2024.

Committees

Audit

Board Governance and Nominating

Human Capital Management and Compensation

Finance(1)

Risk Management, Technology and Innovation

Executive

Ms. Antonello

Member

Dr. de Figueiredo

Chair

Member

Ms. Higgins

Member

Chair

Member

Mr. McColgan

Chair

Member

Ms. Mockard

Member

Chair

Mr. Perez-Tenessa

Member

Chair

Member

Mr. Pestcoe

Member

Mr. Sorenson

Member

Meetings in 2024

(1)The Board dissolved the Finance Committee in July 2024 as part of a comprehensive review of its committee structure and responsibilities. The Finance Committee's duties were absorbed by the Board or other committees of the Board.

Audit Committee

The Audit Committee assists the Board in monitoring the integrity of our financial statements, the effectiveness of our system of internal controls, our independent auditors' qualifications and independence, the performance of our internal audit function and independent auditors, and our compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention, termination, and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee.

Additionally, the Audit Committee oversees the Company's investments, financial arrangements and capital structure. The Board assigned these responsibilities to the Audit Committee when the Board dissolved the Finance Committee, given the overlap in the responsibilities of these two committees. The remainder of the Finance Committee's former investment related responsibilities, together with its former budgetary responsibilities, are now overseen by the Board.

The Audit Committee prepared the Audit Committee Report included in this proxy statement on page 53.

The Audit Committee satisfies the independence and other requirements of the NYSE and the SEC. Each member of the Audit Committee is financially literate. In addition, the Board has determined that each member of the Audit Committee is an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended.

Board Governance and Nominating Committee

The purpose of the Governance Committee is to identify and select individuals qualified to serve as members of the Board and its committees, to determine the composition of the Board and its committees, to recommend to the Board a slate of director nominees for each annual meeting of stockholders, to develop and recommend to the Board sound corporate governance policies and procedures, to review succession plans of the Company's Chair and CEO, and to oversee the evaluation of the Board and its committees. The Governance Committee also provides oversight of the Company’s environmental,

| 2025 Proxy Statement 13

social, and governance ("ESG") programs, including receiving periodic updates from the Company's management responsible for such programs, and oversees the Company's charitable giving programs. Additionally, the Governance Committee handles some responsibilities formerly handled by the Audit Committee, including reviewing past or proposed transactions between the Company and any related person, the Company's policies relating to the ethical handling of conflicts of interest, and the Company's compliance with its Code of Business Conduct and Ethics, which is available on our website at www.employers.com; the Company will furnish a print copy to any stockholder who requests it.

Our Governance Committee satisfies the independence and other requirements of the NYSE and the SEC.

Human Capital Management and Compensation Committee

The Compensation Committee directs and oversees the Company's policies and strategies relating to culture and human capital management, including diversity, equity and inclusion, and is directly responsible for the Company's compensation plans, policies, programs, and practices applicable to the CEO and other executive officers, as well as the Company's incentive-compensation and equity-based plans. Specifically, the Compensation Committee determines the details of the compensation package for the CEO and other executive officers, with advice and recommendations from the CEO with respect to the compensation packages of the other executive officers; establishes the total compensation philosophy and strategy for the Company and its Board; administers our equity and incentive plan, incentive and discretionary bonuses; oversees the administration of the 401(k) plan and other benefit plans; and approves the salaries and bonuses for executive officers.

The Compensation Committee is also directly responsible for the appointment, compensation, retention, and oversight of the work of any independent compensation consultant engaged for the purpose of assisting the Compensation Committee in fulfilling its duties, and for determining that any such compensation consultant satisfies the “independence” requirements in place during the time of its service to the Compensation Committee. The Compensation Committee may delegate to one or more of its members or to one or more executive officers or other agents those administrative duties it may deem advisable (including the authority to grant awards under the equity and incentive plan to non-officers), and it or its delegate may employ one or more persons to render advice with respect to any responsibility the Compensation Committee or such person may have under the plan. The Compensation Committee also determines, adopts, and oversees the mandatory guidelines that require non-employee directors, named executive officers, and other members of senior management to attain and retain specific levels of ownership in Company stock, and administers our Compensation Recovery "Clawback" Policy, under which the Company will recoup erroneously awarded incentive-based compensation from any named executive officer (and certain other officers, as described below), subject to limited exceptions.

The Compensation Committee prepared the Human Capital Management and Compensation Committee Report included in this proxy statement on page 33.

Our Compensation Committee satisfies the independence and other requirements of the NYSE and the SEC.

Executive Committee

The Executive Committee functions on behalf of the Board during intervals between meetings of the Board, as necessary. The Executive Committee may exercise all the powers of the Board in managing the business and affairs of the Company, except (i) as limited by the Company's Articles of Incorporation and Bylaws, and (ii) with respect to matters that are specifically reserved for another committee of the Board.

Risk Management, Technology and Innovation Committee

The Risk Committee oversees the Company's programs involving various aspects of risk management, including cybersecurity, corporate insurance program renewal and reinsurance program, technology, and innovation. Specifically, the Risk Committee approves and provides oversight of the Company's

| 2025 Proxy Statement

enterprise-wide risk management framework and structure, including the Company's approach to risk management and the practices, guidelines, policies, processes, and governance structures necessary to execute the risk management program. The Risk Committee also approves, and monitors adherence to, the Company's risk appetite and risk tolerances, and provides input and direction on the most significant risks facing the Company. The Risk Committee also oversees the Company's policies and procedures relating to oversight and evaluation of information security and data privacy risks, the Company's cybersecurity strategy, and applicable regulatory reporting and disclosure obligations related to cybersecurity. Additionally, the Risk Committee periodically reviews the Company's strategic plans for technology and innovation, including technology initiatives and how they positively impact revenues, expenses, risk, and the customer experience.

Committee Charters and Evaluations

Each committee has a written charter. Each committee charter is available on our website at www.employers.com. The Company will provide a print copy of any committee charter to any stockholder who requests it.

At least annually, or in the case of the Executive Committee in the years in which it meets, each committee reviews and evaluates its and each member's performance, including its compliance with its charter.

Committee Membership Rotation

The Board approved a process whereby the committee assignments and the chairs of various committees would rotate on a periodic basis. This process is intended to provide the directors with additional exposure to the responsibilities of the various committees and increase the depth of their experience. This process generally includes the requirement that an incoming chair of a committee either be on the committee for at least one year before assuming the duties of the chair or have prior experience on that committee. The changes to the committee and chair assignments generally occur each year following the annual meeting.

Board's Role in Risk Oversight

One of the Board's important functions is oversight of risk management. Risk is inherent in the business of the Company and may include risk from external sources such as competitors, the economy and credit markets, regulatory and legislative developments, and other external forces. The Board's oversight, assessment, and decisions regarding risks occur in the context of and in conjunction with the other activities of the Board and its committees. While management is responsible for identifying risk and risk controls related to significant business activities, mapping the risks to the Company's strategy, and developing programs and recommendations to determine the sufficiency of risk identification and mitigation, the Board is responsible for promoting an appropriate culture of risk management and setting the tone at the top. The Board also provides oversight so that the Company has the necessary resources to proactively manage risk, including a periodic review of the development, experience, skills, and leadership of the Company's senior management and the employees who report to them. The Board committees provide oversight under the direction of their respective chairs.

The Risk Committee oversees, among other things, the Enterprise Risk Management ("ERM") program and the Information Security program. This structure ensures that the Company's most critical risks are effectively monitored and communicated to the Board. The Risk Committee focuses on the Company's ERM program, including its framework, risk register and risk appetite. The Risk Committee also focuses on IT and cybersecurity risks and strategies, along with the Company's Chief Information Security Officer, in order to understand these risks and the Company's mitigation strategies. The Risk Committee also oversees the Company's innovation strategies and risks, together with the Company's insurance and reinsurance protections.

While the Board and the Risk Committee have ultimate oversight responsibility for the risk management program, other committees of the Board also have specific responsibilities for risk management:

| 2025 Proxy Statement 15

•The Audit Committee meets periodically with the Chief Financial Officer ("CFO"), the Internal Auditor, and Ernst & Young LLP with regard to the Company's risk management processes, controls, and capabilities. In addition, the Audit Committee reviews, at least annually, the Company's legal and regulatory risks and the Company's compliance programs, and addresses complaints received by the Company regarding accounting, internal accounting control or auditing matters. Also, as noted above, the Audit Committee now undertakes various risk management-related responsibilities formerly handled by the Finance Committee, such as monitoring the Company's financial structure and reviewing the Company's policies and procedures for exposure to capital markets.

•The Governance Committee oversees the executive and Board Chair succession plans, supervises the Company's compliance with the requirements of the NYSE and the SEC, and reviews the Company's governing documents, committee charters and other policies at least annually. The Governance Committee is responsible for identifying and selecting individuals qualified to serve as members of the Board, recommending the committee structure to the Board, developing and recommending the Guidelines to the Board, and overseeing the evaluation of the Board and its committees. The Governance Committee also provides oversight of the Company's ESG programs, which includes receiving periodic updates from the Company's management responsible for such programs.

•The Compensation Committee oversees the Company's culture and human capital management, including diversity, equity and inclusion, and the Company's compensation plans, policies, programs, and practices applicable primarily to the Company's executive officers. The Compensation Committee establishes the overall benefit and compensation philosophy and administers our equity and incentive plan, incentive and discretionary bonuses, 401(k) plan and other benefit plans. The Compensation Committee is responsible for mitigating risk through responsible corporate governance and annually evaluates whether the Company's incentive compensation programs create material risks to the Company.

The majority of the Company's directors sit on more than one standing committee, which helps ensure that the risk responsibilities of the various committees are well coordinated. Each committee chair makes a report on committee activities to the Board at least quarterly, which enables all Board members to continually review and evaluate risks that could affect the Company.

Certain Relationships and Related Transactions

The Board has adopted the Related Person Transactions Policy and Procedures, which is available on our website at www.employers.com; a print copy will be made available to any stockholder who requests it. Among other things, this policy provides that any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of our subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest, must be reported to the Company no less frequently than annually. The Governance Committee reviews these related person transactions at least annually and considers all of the relevant facts and circumstances available to the Governance Committee, including but not limited to: the benefits to the Company; the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Governance Committee may approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and of its stockholders, as the Governance Committee determines in good faith.

No director, executive officer, or other significant officer has loans or other debt with Employers Holdings, Inc. or its subsidiaries.

| 2025 Proxy Statement

As of December 31, 2024, BlackRock Inc. ("BlackRock") managed a portfolio of bank loan fixed maturity securities with a fair value of $132.3 million, equity securities with a fair value of $44.1 million, and private equity limited partnerships with a fair value of $10.8 million on behalf of the Company.

Pursuant to an Investment Management Agreement between the Company and BlackRock (the "IMA"), which governs management of the bank loans, the Company incurred investment management fees of $0.5 million during 2024, of which $0.1 million remained payable to BlackRock at December 31, 2024. Returns related to the Company's investments in open-end equity securities and private equity limited partnerships are net of management fees.

The Audit Committee reviews BlackRock's relationship with the Company and any amendments to the IMA.

Compensation Committee Use of Compensation Consultant

The Compensation Committee retained the services of Compensation Advisory Partners LLC ("CAP") to provide advice, guidance and recommendations with respect to 2024 executive and director compensation. The Company did not retain CAP to provide any services other than those related to executive and director compensation. Management did not retain a separate compensation consultant for the purposes of determining compensation for any of the named executive officers in 2024.

In January 2024, the Compensation Committee assessed the independence of CAP and confirmed that the Compensation Committee's engagement of CAP and the work performed by CAP for the Compensation Committee have not raised any conflicts of interest. The Compensation Committee's conclusions were based on the factors set forth by the SEC and in the Listing Standards and any other factors deemed relevant by the Compensation Committee for this purpose.

Director Compensation

For purposes of determining 2024 director compensation, the Compensation Committee, with the advice, guidance and recommendations of CAP, discussed, analyzed, and reviewed the existing director compensation program during several Compensation Committee meetings to evaluate whether the directors' compensation: (1) remained reasonable and competitive, both generally and specifically when analyzed against the director compensation for the same peer companies used to analyze named executive officer compensation; (2) was consistent with best corporate practices; (3) met the goals and objectives of the Company; and (4) aligned directors' interests with those of our stockholders. The Compensation Committee considered CAP's opinion that director compensation generally remained competitive and did not make any changes to the value of the directors' equity grant or the value and structure of the directors' cash compensation for the 2024-2025 director term.

In 2024, the components of non-employee director compensation remained an annual cash retainer and an award of restricted stock units ("RSUs"). The Chair of the Board and the chair of each of the Board's committees are paid additional cash fees for their service. Each non-employee committee member is paid an annual cash fee for committee membership and an additional committee meeting fee if the committee member attends more than eight committee meetings in any calendar year. No additional payments are made for attendance at Board meetings. Annual cash retainers, Board, committee chair and committee membership fees, and committee meeting attendance fees (if any) are paid in quarterly installments, in arrears at the end of each quarter.

| 2025 Proxy Statement 17

Non-employee director compensation in 2024 consisted of:


	Board of Directors		Audit Committee		Compensation Committee		Other Committees

Board Member - annual cash retainer	$	65,000	$	—	$	—	$	—
Board Member - annual RSU award(1)	85,000		—		—		—
Chair of the Board	75,000		—		—		—
Committee Chair	—		20,000		15,000		10,000
Committee membership - annual fee			14,000		12,000		9,000
Committee meeting attendance - per meeting, over eight per year	—		1,750		1,500		1,500

(1)See table below for additional details regarding RSUs.

2024 Director Compensation

The table below sets forth a summary of the compensation paid to our non-employee directors in 2024. Ms. Antonello, our President and CEO and a director in 2024, did not receive any additional compensation for serving as a director. See the "2024 Summary Compensation Table" below on page 34 for the 2024 compensation received by Ms. Antonello. Mr. Pestcoe became a non-employee director effective March 3, 2025 and, accordingly, did not receive any director compensation in 2024.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation(2) ($)	Total ($)


João “John” M. de Figueiredo	93,000	84,995	—	—	—	3,236	181,231
Prasanna G. Dhoré(3)	35,833	—	—	—	—	9,609	45,442
Barbara A. Higgins	102,500	84,995	—	—	—	2,198	189,693
James R. Kroner(4)	98,000	84,995	—	—	—	162	183,157
Michael J. McColgan	108,625	84,995	—	—	—	2,791	196,411
Michael J. McSally(4)	94,125	84,995	—	—	—	—	179,120
Jeanne L. Mockard	149,458	84,995	—	—	—	4,739	239,192
Alejandro "Alex" Perez-Tenessa	81,750	84,995	—	—	—	162	166,907
Steven P. Sorenson(5)	71,667	106,213	—	—	—	2,285	180,165

(1)The amounts in the "Stock Awards" column relate to the RSUs granted in 2024 under our equity and incentive plan. Such grants of RSUs were made following the 2024 Annual Meeting of Stockholders to all non-employee directors serving as of that date and are scheduled to vest on May 23, 2025, subject to the director's continued service. Mr. Sorenson's grant of RSUs following his appointment to the Board effective March 1, 2024, took into consideration the length of time that he would serve between his appointment and the 2024 Annual Meeting of Stockholders. The fair market value of each share of common stock subject to the RSUs on May 23, 2024, the date of grant, was $41.12. As of December 31, 2024, each then-serving non-employee director had 2,067 unvested RSUs, with the exception of Mr. Sorenson who had 2,583 unvested RSUs. Mr. Dhoré had no outstanding equity awards with respect to the Company on December 31, 2024. Additional stock ownership information is set forth in the beneficial ownership table on page 50.

The amounts shown do not reflect compensation actually received by the non-employee director but rather represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718"), based on the stock price on the date of grant and excluding any assumption for future forfeitures. All other assumptions used to calculate the expense amounts shown are set forth in Note 14 to the 2024 Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed on February 28, 2025 (the "2024 10-K").

Dividend equivalents will be credited to those non-employee directors who elect to defer settlement of their RSUs generally until six months after termination of Board service, and will be converted into additional RSUs.

(2)All Other Compensation includes the aggregate incremental costs associated with the non-employee directors' Board activities and retirement gifts for Mr. Dhoré.

| 2025 Proxy Statement

(3)Mr. Dhoré retired from the Board effective May 23, 2024 and received pro-rated cash fees based on his service during the year.

(4)Mr. Kroner and Mr. McSally retired from the Board effective March 3, 2025.

(5)Mr. Sorenson was appointed to the Board effective March 1, 2024 and received pro-rated cash fees based on his service during the year.

Director Stock Ownership

The Board believes its non-employee directors should accumulate and retain a level of ownership of our common stock to further align the interests of the non-employee directors and the stockholders. Accordingly, the Compensation Committee has adopted mandatory guidelines that require the non-employee directors to attain and retain specific levels of ownership in Company stock. These guidelines reinforce the importance of aligning the interests of our non-employee directors with the interests of our stockholders and are intended to motivate such directors to reach and maintain appropriate levels of stock ownership. Under these guidelines, non-employee directors are required to own a minimum number of shares of Company stock equal to three times the annual cash Board retainer. The non-employee directors may accumulate the number of shares necessary to meet the minimum stock ownership level during the first three years after becoming a non-employee director. The Company's non-employee directors received at least 35% of their 2024 annual board and committee compensation in the form of RSUs, with the exception of Mr. Dhoré, who retired from the Board effective May 23, 2024 and did not receive an RSU grant in 2024. As of the record date, each of our non-employee directors who have been on the Board for at least three years holds the requisite number of shares.

Board Meetings and Annual Meeting Attendance

During the year ended December 31, 2024, there were seven meetings of the Board. Each director then serving attended at least 75% of the aggregate of the meetings of the Board and the committees of the Board on which such director served during 2024.

Directors are expected to attend the Company's annual meeting of stockholders. Each of the continuing directors attended the 2024 Annual Meeting of Stockholders.

Communications with the Board of Directors

Any interested party desiring to communicate with the Chair of the Board or any other director regarding the Company may contact such director by sending correspondence to: Employers Holdings, Inc., c/o Chief Legal Officer, 2340 Corporate Circle, Suite 200, Henderson, Nevada 89074. Communications may also be sent electronically to: ChiefLegalOfficer@employers.com. Communications may be submitted anonymously, and a sender may indicate whether he or she is a stockholder, customer, supplier, or other interested party.

All communications received as described above shall be opened by the Chief Legal Officer for the purpose of determining whether the contents represent a message to our directors and, depending on the facts and circumstances outlined in the communication, will be distributed to the Board, the non-employee directors, an individual director or a committee of directors, as appropriate. The Chief Legal Officer distributes the communication to each director who is a member of the Board, or of the group or committee, to which the communication is directed.

| 2025 Proxy Statement 19

Proposal 2 – Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Exchange Act and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing our stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers (including our CEO, our CFO and our three most highly compensated other executive officers during 2024, the "NEOs"), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis beginning on page 21 and the executive compensation tables and narrative discussion beginning on page 34 contained in this proxy statement. Accordingly, the following resolution will be submitted to a stockholder vote at the annual meeting:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables and narrative discussion, is hereby APPROVED."

Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy and objectives. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

This vote is only advisory, will not be binding upon the Company or the Board, and will not create or imply any change in the fiduciary duties of, or impose any additional fiduciary duties on, the Company or the Board. Because the Board values constructive dialogue on executive compensation and other important governance topics with our stockholders, it encourages all stockholders to vote their shares on this matter. The Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

In accordance with the advisory vote cast by stockholders at the 2023 Annual Meeting of Stockholders, the Board determined that we will hold this advisory vote to approve the compensation paid to the NEOs every year until the next required frequency vote is held. Accordingly, it is expected that the next say-on-pay vote following the annual meeting will occur at the 2026 Annual Meeting of Stockholders.

____________________________________________________________________________

The Board of Directors unanimously recommends that stockholders vote FOR the

approval of the compensation paid to the Company's named executive officers.

____________________________________________________________________________

| 2025 Proxy Statement

Compensation Discussion and Analysis

Our Compensation Committee believes that the most effective executive compensation program is one that rewards the achievement of specific financial and other performance goals, aligns NEOs' interests with those of our stockholders, and motivates our NEOs to increase stockholder value without encouraging excessive risk-taking.

Our executive compensation program is designed to be tied to the Company's financial performance, support our commitment to good compensation governance, and provide competitive compensation opportunities to attract, retain, and motivate our NEOs.

Summary

2024 Performance Highlights

(all comparisons against full-year 2023, unless stated otherwise)

•We grew the business at an underwriting profit.

◦We generated $769.5 million of net written premium, higher than any year since we became a public company in 2007;

◦Our new business premium increased 13%, and our renewal premium increased 6%;

◦Our Adjusted GAAP Calendar Year Combined Ratio (defined below) was 98.0%;

◦Our net income was $118.6 million ($4.71 per diluted share), which was consistent with 2023 at $118.1 million ($4.45 per diluted share); and

◦Our adjusted net income(1) was $94.0 million ($3.73 per diluted share), down from $101.7 million ($3.83 per diluted share).

•We gained economies of scale.

◦

SEC Form DEF 14A filed by Employers Holdings Inc