DEF 14A of KEMPER Corp
Filed Mar 20, 2024 · FY20230000860748-24-000100
Table of Contents
| | 74 | Burn Rate, Outstanding Equity Awards, and Overhang & Dilution | | | 75 | Summary Description of the 2023 A&R Plan | | 81 | Proposal 4: Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm | | | | 81 | Overview | | | 82 | Audit Fees and All Other Fees | | | 82 | Audit Committee Pre-Approval Policies and Procedures | | | 82 | Audit Committee Report | | 83 | Beneficial Ownership of Common Stock | | | | 83 | Security Ownership of Certain Beneficial Owners | | | 84 | Security Ownership of Directors and Executive Officers | | | 85 | Delinquent Section 16(a) Reports | | 86 | Frequently Asked Questions about the Annual Meeting and Voting/Incorporation by Reference | | | | 86 | Proxy and Proxy Statement | | | 86 | Voting and Record Date | | | 89 | Shareholder Proposals, Nominations and Communications | | | 90 | Cost of Proxy Solicitation | | | 91 | Additional Information about Kemper and Householding Requests | | | 91 | Incorporation by Reference | | 92 | Appendix A-1 - Reconciliation of GAAP and Non-GAAP Financial Measures | | | 93 | Appendix A-2 - Performance Metrics | | | 94 | Appendix B - Amended and Restated Kemper Corporation 2023 Omnibus Plan | |
Director Nominees
Director Nominees The following provides summary information about each director nominee.
Director Nominees
| | | | | Current Committee Membership | | | | | | Name and Primary Occupation | | Age | Director Since | AC | GC | HRC | IC | RC | | | Teresa A. Canida INDEPENDENT Principal and Portfolio Manager, Ceeto Capital Group, LLC | 70 | 2018 | | | | C | | | | George N. Cochran INDEPENDENT Former Chairman, Global Financial Institutions Group, Macquarie Capital | 69 | 2015 | | | | | C | | | Jason N. Gorevic INDEPENDENT Chief Executive Officer, Teladoc Health, Inc. | 52 | 2022 | | | | | | | | Lacy M. Johnson INDEPENDENT Partner, Taft Stettinius & Hollister LLP | 71 | 2016 | | | | | | | | Joseph P. Lacher, Jr. Chairman of the Board, President and Chief Executive Officer, Kemper Corporation | 54 | 2015 | | | | | | | | Gerald Laderman INDEPENDENT Executive Vice President, Finance, United Airlines Holdings, Inc. | 66 | 2020 | C | | | | | | | Suzet M. McKinney INDEPENDENT Principal & Director of Life Sciences, Sterling Bay Company, LLC | 51 | 2024 | | | | | | | | Alberto J. Paracchini INDEPENDENT Chief Executive Officer, President and Director of Byline Bank | 53 | 2023 | | | | | | | | Stuart B. Parker LEAD DIRECTOR, INDEPENDENT Former President and Chief Executive Officer, USAA | 62 | 2020 | | C | | | | | | Susan D. Whiting INDEPENDENT Former Vice Chair, Nielsen Holdings plc | 67 | 2017 | | | C | | |
Director Nominees
| AC | Audit Committee | IC | Investment Committee | | Member | | HRC | Human Resources and Compensation Committee | RC | Risk Committee | C | Chair | | GC | Governance Committee | | | | |
Director Nominees
| 8 | |
Key Characteristics Represented on the Board
Key Characteristics Represented on the Board The Governance Committee considers and recommends candidates for the Board. Each of the individuals selected as a Nominee meets the standards for Board nominees as described below in the Director Nomination Process section beginning on page 15. The Governance Committee and the Board believe each Nominee has demonstrated the significant business achievements, ethical principles and commitment to serve the Company and its shareholders, and that the specific experience, qualifications, attributes and skills of each Nominee add to the collective ability of the Board to perform its duties and discharge its responsibilities with competence, professionalism and expertise. Board Nominee Snapshot
Key Characteristics Represented on the Board
| Independence | Tenure | Age | Diversity | | | 5 years average | 61 years average | | | Independent Not independent | <3 years 3-7 years 8-10 years | <60 years 60-65 years 66-70 years | Female Ethnically diverse |
Key Characteristics Represented on the Board
| Skills and Experience | | | | | Insurance Industry | Investment Management | Human Capital | ESG | | Executive Experience | Accounting/Finance | IT/Cyber | Regulatory/Policy | | Risk Management | Consumer- Focused Business | Corporate Governance | Business Development |
Key Characteristics Represented on the Board
| 2024 PROXY STATEMENT | 9 |
Director Biographies
Director Biographies The following is a summary of the background and public-company directorships held by each Nominee over at least the past five years. Also included are specific factors particular to such Nominee that, combined with the generally applicable factors noted below, led the Board to conclude they should be selected as a Nominee for election to the Board at the Annual Meeting.
Director Biographies
| Teresa A. Canida | | | Committees: Audit, Investment (Chair) Age: 70 Director since: 2018 Skills: •Insurance Industry •Executive Experience •Investment Management •Risk Management •Corporate Governance •ESG •Consumer-Focused Business | CURRENT ROLE •Principal and Portfolio Manager, Ceeto Capital Group, LLC, 2016-Present •Director, Kemper Corporation, 2018-Present BACKGROUND & PAST EXPERIENCE •Chairperson, Taplin, Canida & Habacht LLC •President, Taplin, Canida & Habacht LLC •President, Managing Principal, and Chief Compliance Officer, Taplin, Canida & Habacht LLC •Director, Infinity Property and Casualty Corporation (“Infinity”) (acquired by Kemper in 2018) •Member, Investment Advisory Council of the Florida State Board of Administration | | | REASONS FOR NOMINATION Ms. Canida is a highly successful leader in the investment management industry. She has extensive experience in portfolio management and has served in senior leadership roles in the industry as co-founder, principal and president of a multi-billion dollar investment advisory firm. Ms. Canida’s extensive experience in investments, risk management and executive leadership provides Kemper with valuable insight in these areas. Ms. Canida has been recognized as a leader in the Latino/Hispanic business community and the Board values her extensive knowledge of the Company’s Latino/Hispanic consumer base. Additionally, Ms. Canida brings important expertise of the specialty auto insurance business from her tenure on the Infinity Board of Directors. Ms. Canida serves as a member of the Investment Advisory Council of the Florida State Board of Administration. |
Director Biographies
| George N. Cochran | | | Committees: HR&CC, Risk (Chair) Age: 69 Director since: 2015 Skills: •Insurance Industry •Executive Experience •Investment Management •Risk Management •Corporate Governance •Business Development | CURRENT ROLE •Managing Partner, Cochran Booth & Co., 2014-Present •Director, Kemper Corporation, 2015-Present BACKGROUND & PAST EXPERIENCE •Chairman, Global Financial Institutions Group, Macquarie Capital •Chairman, Fox-Pitt Kelton Cochran Caronia Waller (acquired by Macquarie Capital in 2009) •Co-founder, Cochran Caronia Waller •Managing Director and Insurance Industry Head, Coopers & Lybrand Securities, LLC •Investment Banker, Kidder, Peabody & Co. | | | REASONS FOR NOMINATION Mr. Cochran is an experienced financial and investment professional, serving in senior leadership positions at several investment banking and securities firms. His knowledge of the insurance industry, corporate transactions, and corporate finance is a significant benefit to the Board. With this experience and expertise, Mr. Cochran provides the Board with valuable insight on executive development, corporate transactions, risk management, corporate governance, and operational and strategic matters. The Board also values Mr. Cochran’s commitment to boardroom excellence. He is a National Association of Corporate Directors (“NACD”) Governance Fellow and Board Leadership Fellow, and has completed NACD’s comprehensive program of study for directors and corporate governance professionals. |
Director Biographies
| 10 | |
Director Biographies
| Jason N. Gorevic | | | Committees: HR&CC, Risk Age: 52 Director since: 2022 Skills: •Executive Experience •Accounting / Finance •Risk Management •Regulatory / Policy •Corporate Governance •Consumer-Focused Business •Business Development •IT / Cyber | CURRENT ROLE •Chief Executive Officer and Director, Teladoc Health, Inc. (NYSE: TDOC) (“Teladoc”), 2009-Present •Director, Kemper Corporation, 2022-Present BACKGROUND & PAST EXPERIENCE •Various management roles, Elevance Health, Inc. (formerly known as Anthem, Inc. and WellPoint, Inc.), including as President, Empire BlueCross BlueShield •Leadership roles at Oxford Health Plans, Inc., Mail.com, and Gemfinity | | | REASONS FOR NOMINATION Mr. Gorevic is the chief executive officer of Teladoc, a global leader in virtual medical care. His knowledge and experience gained as a corporate leader and entrepreneur is of great value to the Kemper Board. He has executive experience in risk management, strategic planning, and corporate transactions. The Board believes his significant first-hand knowledge of leading and operating a technology-focused, consumer-facing business in a regulated industry is of great benefit to Kemper and its businesses. |
Director Biographies
| Lacy M. Johnson | | | Committees: Governance, HR&CC Age: 71 Director since: 2016 Skills: •Insurance Industry •Regulatory / Policy •Human Capital •Corporate Governance •ESG •IT / Cyber | CURRENT ROLE •Partner-in-charge, Public Affairs Strategies Group, Taft Stettinius & Hollister LLP, 2021-Present •Director, Kemper Corporation, 2016-Present •Director, Griffon Corporation (NYSE: GFF), 2019-Present BACKGROUND & PAST EXPERIENCE •Partner, Ice Miller LLP •Attorney, Governmental Relations Services, Sagamore-Bainbridge, Inc. •Director of Security, Indiana State Lottery (liaison with the Indiana General Assembly) •Member, Biden-Harris Transition Team •Member of Vice President Harris’s Midwest Finance Team | | | REASONS FOR NOMINATION Mr. Johnson is a senior attorney and public servant with wide experience in governmental and regulatory affairs. His knowledge of these matters, gained over his 30 years in legal practice, provides the Board with important insight on government relations at the state and federal levels. In addition, Mr. Johnson has provided focused insight on Kemper’s “act like owner” culture, its ESG practices, diversity considerations, and other social topics. The Board also values Mr. Johnson’s distinguished public service and leadership. He is a trusted advisor to many leaders and members of the Congressional Black Caucus and is a Democratic National Committeeman. Mr. Johnson’s public service includes participation on the governing bodies of many civic and educational institutions, including roles with the Indiana University Foundation and the Krannert School of Management at Purdue University. He also served as a Lieutenant Commander in the United States Naval Intelligence Reserves and as a Lieutenant Colonel and Deputy Superintendent for Support Services of the Indiana State Police. |
Director Biographies
| 2024 PROXY STATEMENT | 11 |
Director Biographies
| Joseph P. Lacher, Jr. | | | Committees: Investment, Risk Age: 54 Director since: 2015 Skills: •Insurance Industry •Executive Experience •Accounting / Finance •Investment Management •Risk Management •Regulatory / Policy •Corporate Governance •Business Development •Human Capital •ESG •Consumer-Focused Business •IT / Cyber | CURRENT ROLE •President & Chief Executive Officer, Kemper, 2015-Present •Chairman of the Board of Directors, Kemper, 2021-Present •Director, Kemper Corporation, 2015-Present BACKGROUND & PAST EXPERIENCE •President, Allstate Protection (a unit of Allstate Corporation) (“Allstate”) •Executive Vice President-Select Accounts, The Travelers Companies, Inc. (“Travelers”) •Executive Vice President-Personal Insurance, Travelers | | | REASONS FOR NOMINATION Mr. Lacher is Kemper’s President, Chief Executive Officer and Chairman. In this role, he has a deep understanding of the Company’s business, industry, risk management processes, and strategic initiatives. He plays a critical role on Kemper’s Board in acting as a liaison between the Board and the members of the Company’s executive management and operational teams. Mr. Lacher is an experienced insurance industry executive and prior to joining Kemper, he served in leadership positions with Allstate and Travelers. Mr. Lacher is a member of the Board of Directors for the American Property Casualty Insurance Association, a member of the Board of Directors for JDRF International and a Trustee of the Field Museum of Natural History. |
Director Biographies
| Gerald Laderman | | | Committees: Audit (Chair), Investment Age: 66 Director since: 2020 Skills: •Executive Experience •Investment Management •Accounting/Finance •Risk Management •Business Development •Human Capital •ESG •IT / Cyber | CURRENT ROLE •Executive Vice President, Finance, United Airlines Holdings, Inc. (“United Airlines”), 2023-Present (NASDAQ: UAL) •Director, Kemper Corporation, 2020-Present BACKGROUND & PAST EXPERIENCE •Executive Vice President and Chief Financial Officer, United Airlines •Senior Vice President-Finance, Procurement & Treasurer, United Airlines •Senior Vice President of Finance & Treasurer, Continental Airlines (merged with United Airlines in 2010) •Attorney, Hughes Hubbard & Reed LLP | | | REASONS FOR NOMINATION Mr. Laderman is the Executive Vice President, Finance for United Airlines and served, until 2023, as its Chief Financial Officer. Mr. Laderman’s expertise in accounting, financial reporting, and business operations is particularly valuable to the Kemper Board. In addition, he brings important insight and experience on capital and operating budget planning, cost management, capital allocation, public company operations, and other key corporate functions, including enterprise risk management. His experience as the chief financial officer of a Fortune 100 Company is especially important, given his role as chair of the Kemper Audit Committee. Mr. Laderman is the treasurer and a member of the Board of Directors of ISTAT (International Society of Transport Aircraft Traders), a not-for-profit organization for aviation professionals. |
Director Biographies
| 12 | |
Director Biographies
| Suzet M. McKinney, DrPH | | | Committees: HR&CC, Risk Age: 51 Director since: 2024 Skills: •Executive Experience •Risk Management •Regulatory / Policy •Human Capital •ESG •Business Development •IT / Cyber | CURRENT ROLE •Principal and Director of Life Sciences, Sterling Bay Company, LLC (“Sterling Bay”), 2021-Present •Director, Kemper Corporation, 2024-Present •Director, Wintrust Financial Corporation, 2021-Present (NASDAQ: WTFC) BACKGROUND & PAST EXPERIENCE •Executive Director, Illinois Medical District, 2015-2021 •Various senior roles, Chicago Department of Public Health, 2002-2015 | | | REASONS FOR NOMINATION Dr. McKinney is an experienced public health executive and nationally recognized expert in emergency preparedness. Dr. McKinney currently serves as Principal & Director of Life Sciences at Sterling Bay, a real estate development company. At Sterling Bay, she is responsible for relationships with the scientific, academic, corporate, tech and governmental sectors involved in the life science ecosystem. Prior to joining Sterling Bay in February 2021, she served since 2015 as the executive director of the Illinois Medical District. Prior to leading the Illinois Medical District, Dr. McKinney was a deputy commissioner with the Chicago Department of Public Health. She holds a doctorate from the University of Illinois at Chicago School of Public Health. Dr. McKinney brings to the Board extensive experience in executive leadership, public service and crisis management. The Board also values her deep involvement with the Chicago business community and her many philanthropic commitments. |
Director Biographies
| Alberto J. Paracchini | | | Committees: Audit, Risk Age: 53 Director since: 2023 Skills: •Executive Experience •Accounting / Finance •Corporate Governance •Business Development •Risk Management •Investment Management | CURRENT ROLE •Chief Executive Officer, President and Director of Byline Bank (“Byline”), 2013-Present •President and Director of Byline Bancorp, Inc. (NYSE: BY), 2013-Present •Member of the Executive Credit and ALCO Committee of Byline •Director, Kemper Corporation, 2023-Present BACKGROUND & PAST EXPERIENCE •Principal, BXM Holdings, Inc. •Senior roles at Midwest Bank & Trust, Popular Financial Holdings, E-Loan and Banco Popular North America | | | REASONS FOR NOMINATION Mr. Paracchini is a leader in the banking industry and the Chicago business community. He has extensive experience in the financial services industry, and in corporate finance and executive leadership. The Board and the Company will benefit from his experience in financial matters and his executive leadership gained with a public company operating in a highly regulated industry. His extensive business and executive management experience, understanding of the financial industry, and valuable knowledge of key governance matters will be a significant benefit to the Company and the Board. Mr. Paracchini has been recognized as a leader in the Latino/Hispanic business community and the Board values his extensive knowledge of the Company’s Latino/Hispanic consumer base. Mr. Paracchini serves on the Board for Junior Achievement of Chicago and Scale Link, a Community Development Financial Institution (CDFI). The Board values his dedicated leadership to the Chicago community. |
Director Biographies
| 2024 PROXY STATEMENT | 13 |
Director Biographies
| Stuart B. Parker | | | Committees: Governance (Chair), Risk Age: 62 Director since: 2020 Skills: •Insurance Industry •Executive Experience •Accounting / Finance •Investment Management •Regulatory / Policy •Business Development •ESG •IT / Cyber | CURRENT ROLE •Lead Director, Kemper Corporation, 2022-Present •Director, Kemper Corporation, 2021-Present •Director, HealthEquity, Inc. (NYSE: HQY), 2020-Present BACKGROUND & PAST EXPERIENCE •President & Chief Executive Officer, Member of the Board of Directors, The United Services Automobile Association (“USAA”), 2015-2020 •Chair, Board of Directors, USAA Federal Savings Bank •Chief Operating Officer, USAA, 2014-2015 •Chief Financial Officer, USAA, 2012-2014 •President, Property and Casualty Insurance Group, USAA, 2007-2012 •President, Financial Planning Services, USAA, 2004-2007 | | | REASONS FOR NOMINATION Mr. Parker is an experienced senior executive and corporate leader in the insurance and financial services industry. He currently serves as the Lead Director of the Kemper Board. Mr. Parker retired as the chief executive officer of USAA, which provides insurance, financial and banking services to military members, veterans and their families. The Kemper Board values his hands-on knowledge in areas such as insurance operations, executive leadership, strategy development, and corporate governance. While at USAA, Mr. Parker also served on the board of Chief Executives for Corporate Purpose, a CEO-led coalition that helps companies focus on social responsibility. The Board also values Mr. Parker’s military service in the U.S. Air Force and as a veteran of Desert Shield and Desert Storm. |
Director Biographies
| Susan D. Whiting | | | Committees: Governance, HR&CC (Chair), Risk Age: 67 Director since: 2017 Skills: •Executive Experience •Risk Management •Regulatory / Policy •Human Capital •ESG •Consumer-Focused Business •IT / Cyber | CURRENT ROLE •Director, Kemper Corporation, 2017-Present BACKGROUND & PAST EXPERIENCE •Vice Chair, Nielsen Holdings plc (“Nielsen”) •Executive Vice President, Nielsen •President, Nielsen Media Research (“Nielsen Media”) •Chief Operating Officer, Nielsen Media •Chief Executive Officer, Nielsen Media •Chair of the Board of Directors, Nielsen Media •Director, Alliant Energy Corporation (NYSE: LNT), 2013-2023 | | | REASONS FOR NOMINATION Ms. Whiting has extensive experience in various operational and executive leadership roles while at Nielsen, where she worked for 35 years. She has significant expertise in consumer behavior, information services and data analytics, and governmental and public affairs. This expertise provides the Board with important insight into Kemper’s strategy to enhance consumer loyalty and the customer experience. Ms. Whiting is an active volunteer leader and board member for educational and not-for-profit organizations, currently serving as the Chair of the National Women’s History Museum, as a trustee for the Chicago Academy of Sciences’ Peggy Notebaert Nature Museum, and as a trustee for Denison University. The Kemper Board values Ms. Whiting’s extensive service on public company, private company and non-profit boards and believes her experience in these roles enhances Kemper’s corporate governance. |
Director Biographies
| 14 | |
2023 Annual Non-Employee Director Compensation Program
2023 Annual Non-Employee Director Compensation Program The following table shows the 2023 non-employee director compensation program:
2023 Annual Non-Employee Director Compensation Program
| Board of Directors Compensation Mix | Cash Retainers/Other | | | | Annual Non-Chair Retainer: $80,000 | Lead Director | | $60,000 | | Annual Restricted Stock Unit Award: $130,000(1) | | Annual Chair Retainer | Annual Non-Chair Retainer | | | Audit Committee | $33,000 | $15,000 | | | HR&CC, Investment, and Risk Committees | $15,000 | $10,000 | | | Governance Committee | $15,000 | $8,000 | | | Charitable Matching Gift Program | Up to $10,000 | |
2023 Annual Non-Employee Director Compensation Program
(1)Under the 2023 program, each non-employee director elected at the Annual Meeting was entitled to receive a restricted stock unit (“Director RSU”) award grant under the Company’s 2023 Omnibus Plan (“Omnibus Plan”) covering shares of Common Stock with a grant date value of $130,000. In addition, a new Director joining the Board before or after the Annual Meeting was entitled to receive a Director RSU award in the amount of the grant date value of $130,000 reduced pro-rata to reflect the percentage of quarterly Board meetings they were expected to attend during the remainder of the then-current Board term. Deferral of RSU Awards and Fees Non-employee directors can elect to defer the conversion of their Director RSU awards to shares of Common Stock for up to 10 years beyond the applicable vesting date, pursuant to the rules and procedures for deferral of Director RSU awards adopted by the HR&CC under the Omnibus Plan. In addition, non-employee directors can elect to defer up to 100 percent of the cash fees earned for service on the Board and Board committees under the Kemper Corporation Nonqualified Deferred Compensation Plan (“Deferred Compensation Plan”). For more information about the Deferred Compensation Plan, please refer to the Nonqualified Deferred Compensation section beginning on page 62. Terms of 2023 Awards Under the compensation program in effect in 2023, the Director RSUs granted to the non-employee directors provide the holder the right to receive one share of Common Stock for each Director RSU issued upon vesting one year from the date of grant. Holders of Director RSUs are entitled to receive dividend equivalents in cash in the amounts that dividends would have been payable if they were shares of Common Stock, but only if and when they vest. Conversion of the Director RSUs into shares of Common Stock occurs upon vesting or subsequently in accordance with a deferral election made by the award holder. Under the compensation program in effect prior to 2019, certain of our non-employee directors hold fully vested Deferred Stock Units (“DSUs”) that provided the holder the right to receive one share of Common Stock for each DSU issued. Holders of DSUs are entitled to receive dividend equivalents in cash in the amount and at the time dividends would have been payable if the DSUs were shares of Common Stock. Conversion of the DSUs into shares of Common Stock is deferred until the date the holder’s service on the Board terminates.
2023 Annual Non-Employee Director Compensation Program
| 26 | |
2023 Annual Non-Employee Director Compensation Program
Reimbursement of Expenses All directors are entitled to receive reimbursement for travel expenses incurred in attending Board and Board committee meetings, director education programs and other Company business. Charitable Matching Gift Program The Company maintains a charitable matching gift program for non-employee directors. Under this program, gifts made by a director or spouse to a qualifying charity will be matched by The Kemper Foundation up to $10,000 each year. Organizations eligible to receive a matching grant must align with Kemper’s philanthropic pillars – education, health or community development. Gifts must be approved by The Kemper Foundation and eligible organizations must be U.S.-based qualifying 501(c)(3) organizations. Indemnification Agreement Each of the Company’s directors and executive officers is a party to an indemnification agreement (“Indemnification Agreement”) with the Company, as permitted by the Delaware General Corporation Law. The Indemnification Agreements provide that the Company will indemnify the director or executive officer against all threatened, asserted, pending or completed claims, investigations or inquiries in which they are involved by reason of (among other things) being a director or executive officer of the Company, or of another entity at the Company’s request, to the fullest extent permitted by Delaware law. The Indemnification Agreements also provide that the Company will advance any and all expenses incurred by such director or executive officer with respect to such claims, investigations or inquiries, if so requested. However, the rights to indemnification and advancement of expenses are subject to the condition that no determination is made that such director or executive officer is not permitted to be indemnified under applicable law. The provisions of these Indemnification Agreements supplement the indemnification provisions applicable to the directors and executive officers under the Company’s Amended and Restated Bylaws (“Bylaws”) and Restated Certificate of Incorporation, and may not be amended or terminated without the written consent of the respective director or executive officer. Stock Ownership Guidelines The Company’s Director and Executive Officer Stock Ownership Policy specifies minimum ownership levels for non-employee directors equal to five times the base, non-chair cash retainer for directors. In calculating ownership for purposes of this policy, only shares owned outright, unvested RSUs, and DSUs are included. Non-employee directors must attain the their minimum ownership level within five years. As of December 31, 2023, each director who has served on the Board for at least five years met these stock ownership guidelines, and each director who has served for fewer than five years either has already met or is on track to meet these guidelines. 2023 Director Compensation Table The following table shows the compensation earned in 2023 based on the non-employee director compensation program in effect for 2023. The specific amounts of fees earned and awards granted differ for individual directors based on the particular committees on which they sit, the dates they joined or departed from the Board and specific committees, and the variable fee structure for each committee and committee chairs versus non-chair members as shown in the table above on page 26.
2023 Annual Non-Employee Director Compensation Program
| 2024 PROXY STATEMENT | 27 |
2023 Annual Non-Employee Director Compensation Program
| Director Compensation | | | | | | Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | All Other Compensation($)(3) | Total($) | | Teresa A. Canida | 110,000 | 130,000 | 13,131 | 253,131 | | George N. Cochran | 110,000 | 130,000 | 94,509 | 334,509 | | Kathleen M. Cronin | 103,000 | 130,000 | 20,822 | 253,822 | | Jason N. Gorevic | 100,000 | 130,000 | 6,241 | 236,241 | | Lacy M. Johnson | 98,000 | 130,000 | 21,329 | 249,329 | | Robert J. Joyce (4) | 52,500 | — | 20,720 | 73,220 | | Gerald Laderman | 114,000 | 130,000 | 17,550 | 261,550 | | Alberto J. Paracchini(5) | 95,958 | 162,500 | — | 258,458 | | Stuart B. Parker | 174,000 | 130,000 | 7,550 | 311,550 | | Christopher B. Sarofim | 90,000 | 130,000 | 13,324 | 233,324 | | Susan D. Whiting | 108,000 | 130,000 | 16,915 | 254,915 |
2023 Annual Non-Employee Director Compensation Program
(1)Fees shown were earned for service on the Board and/or Board committees and include any amounts deferred at the election of an individual Board member under the Deferred Compensation Plan. For more information about the Deferred Compensation Plan, please refer to the Nonqualified Deferred Compensation section beginning on page 62. (2)The amounts shown represent the aggregate grant date fair values of the annual Director RSU awards granted to the designated directors on May 3, 2023; grant date fair values for these awards were based on the grant date closing price of $44.33 per share of Common Stock. For a discussion of valuation assumptions, see Note 21, Long-term Equity-based Compensation, to the Consolidated Financial Statements included in the Annual Report. The amount shown for Mr. Paracchini represents his annual Director RSU award in addition to the initial Director RSU made when Mr. Paracchini became a Director on February 1, 2023, which had a grant date fair value based on the grant date closing price of $57.61 per share of Common Stock. For each non-employee director, the following table shows the total number of outstanding stock option shares, Director RSUs and DSUs held as of December 31, 2023:
2023 Annual Non-Employee Director Compensation Program
| Name | Outstanding Option Shares as of 12/31/23 | Outstanding Deferred Stock Units as of 12/31/23 | Outstanding Director RSUs as of 12/31/23 | | Teresa A. Canida | — | — | 2,933 | | George N. Cochran | 9,179 | 7,220 | 8,086 | | Kathleen M. Cronin | 8,000 | 7,220 | 10,611 | | Jason N. Gorevic | — | — | 5,458 | | Lacy M. Johnson | — | 4,300 | 5,458 | | Gerald Laderman | — | — | 7,128 | | Alberto J. Paracchini | — | — | 3,498 | | Stuart B. Parker | — | — | 7,128 | | Christopher B. Sarofim | — | 8,220 | 2,933 | | Susan D. Whiting | — | 1,420 | 6,079 |
2023 Annual Non-Employee Director Compensation Program
(3)The amounts shown represent dividend equivalents paid in connection with DSUs held and RSUs that vested in 2023 and charitable matching gifts for certain Directors. Charitable matching gifts made in 2023 were made for Ms. Canida ($10,000), Mr. Cochran ($10,000), Mr. Johnson ($10,000), Mr. Joyce ($10,000), Mr. Laderman ($10,000) and Ms. Whiting ($7,500). In addition, the amount shown in this column for Mr. Cochran reflects a $42,591 reimbursement of taxes paid by him in connection with an administrative error by the Company in 2021 that caused a violation of Section 409A of the Code, plus an additional amount of $25,934 reflecting a gross-up to satisfy Mr. Cochran’s income tax liability relating to the reimbursable amount. (4)Mr. Joyce served on the Board until the expiration of his term on May 3, 2023. (5)Mr. Paracchini became a Director on February 1, 2023. The RSU Award amount shown for Mr. Paracchini reflects an additional $32,500, representing the pro-rated portion of the annual grant he received upon becoming a director under the terms of the non-employee director compensation program.
2023 Annual Non-Employee Director Compensation Program
| 28 | |
2023 Annual Non-Employee Director Compensation Program
The following narratives summarize the business experience over at least the last five years of the Company’s current executive officers, other than Mr. Lacher, whose business experience was described above in the Election of Directors section beginning on page 7. The positions described below as being with the Company may have been held with Kemper or one or more of its subsidiaries. The executive officers serve at the pleasure of the Board.
2023 Annual Non-Employee Director Compensation Program
| Ismat Duckson Aziz | | | Executive Vice President, Chief Human Resources Officer and Chief Administrative Officer Age: 56 | •Joined the Company in December 2020 and currently serves as Chief Human Resources Officer (“CHRO”) and Chief Administrative Officer. •Officer of U.S. Bank, serving as Chief Advocacy Officer from February 2020 to December 2020, and as CHRO from September 2018 to February 2020, where she was responsible for human capital strategy, including talent acquisition and development, performance management, compensation and benefits and employee relations. •Served as CHRO for Sprint Corporation from May 2016 to September 2018, as CHRO for Wal-Mart Stores, Inc. (Sam’s Club) from April 2012 to April 2016, and in other senior human resources roles at Sears Canada Inc. from June 2009 to April 2012 and at MDS Pharmaceuticals from April 2007 to May 2009. |
2023 Annual Non-Employee Director Compensation Program
| John M. Boschelli | | | Executive Vice President and Chief Investment Officer Age: 55 | •Joined the Company in December 1997 and assumed his current position with the Company in May 2009. •Served as the Company’s Treasurer from February 2002 to May 2009, as Assistant Treasurer from December 1999 to February 2002, and in various other positions from December 1997 to April 1999. |
2023 Annual Non-Employee Director Compensation Program
| Charles T. Brooks | | | Executive Vice President, Operations and Systems Age: 57 | •Joined the Company in May 2016 as Senior Vice President and Chief Information Officer and assumed his current position in March 2017. •Served as the Global Operations and Technology Officer for ACE Limited (now Chubb) from August 2011 to December 2015. •Served as Senior Vice President/Head, Member and Plan Sponsor Services for Aetna from February 2009 to August 2011. •Served as Senior Vice President, Operations and Chief Information Officer, Personal Lines for Travelers from December 2003 to February 2009 and as Partner, Financial Services - Insurance Practice at Accenture from June 1998 to December 2003. |
2023 Annual Non-Employee Director Compensation Program
| 2024 PROXY STATEMENT | 29 |
2023 Annual Non-Employee Director Compensation Program
| Bradley T. Camden | | | Executive Vice President and Chief Financial Officer Age: 45 | •Joined the Company in 2020 as Senior Vice President and Treasurer. •Appointed as Interim Chief Financial Officer in September 2023. •Appointed Executive Vice President and Chief Financial Officer in February 2024. •Prior to joining Kemper, he spent nearly 20 years at Northern Trust Asset Management, most recently leading the Long Duration Fixed Income Team. |
2023 Annual Non-Employee Director Compensation Program
| C. Thomas Evans, Jr. | | | Executive Vice President, Secretary and General Counsel Age: 65 | •Joined the Company in 1992 and assumed his current position in May 2015. •Previously served in several leadership roles for the Company including Assistant Secretary and Associate General Counsel, Assistant General Counsel, Chief Counsel for Career Agency, and Counsel. •Prior to joining Kemper, was in private practice with the law firm of Winston & Strawn, where his practice focused on corporate and commercial litigation. |
2023 Annual Non-Employee Director Compensation Program
| Christopher W. Flint | | | Executive Vice President and President, Kemper Life Age: 53 | •Joined the Company in his current position in August 2023. •Has more than 25 years’ experience in the life insurance and financial services industry. •Prior to joining Kemper and since 2022, held several positions with USAA, including as General Manager and Senior Vice President, USAA Life Insurance Company. •Prior to USAA, served in a variety of senior positions at other insurance companies, including Farmers New World Life Insurance Company (from 2020 to 2022) and with Protective Life (from 2015 to 2020). |
2023 Annual Non-Employee Director Compensation Program
| 30 | |
2023 Annual Non-Employee Director Compensation Program
| Matthew A. Hunton | | | Executive Vice President and President, Kemper Auto Age: 43 | •Joined the Company in 2019 and assumed his current position in November 2022. •Spent more than 10 years at Travelers from July 2007 to May 2019, where he led the Select/Small Commercial business, as well as Product Management, Operations and Technology organizations across personal and business insurance sectors. •Prior to joining Travelers, he worked in investment banking and private equity. |
2023 Annual Non-Employee Director Compensation Program
| Duane A. Sanders | | | Executive Vice President and Chief Claims Officer, P&C Age: 67 | •Joined the Company in his current position in January 2018. •Spent 16 years at Travelers, from August 2001 to January 2018, in several senior leadership roles, most recently as Senior Vice President of Small Commercial, leading Field Operations, National Programs, National Distribution, International Small Commercial, and the broader Business Insurance Low Touch initiative. •Held various senior leadership roles at Travelers Canada, from 2013 to 2016, including CEO and COO. •Held various senior leadership positions at Mobile America Insurance Group from 1995 to 2001. |
2023 Annual Non-Employee Director Compensation Program
| 2024 PROXY STATEMENT | 31 |
2023 Annual Non-Employee Director Compensation Program
| PROPOSAL 2 | | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers |
2023 Annual Non-Employee Director Compensation Program
This proposal provides you with the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the applicable compensation disclosure rules (“Say-On-Pay”). In voting on Proposal 2, you will be voting whether to approve the following resolution: “RESOLVED, that, the Company’s shareholders approve the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of SEC Regulation S-K in the Proxy Statement for the 2024 Annual Meeting of Shareholders, including the section captioned Compensation Discussion and Analysis, the compensation tables and related narrative discussions.” This proposal is not intended to address any specific element of compensation. Instead, the vote relates to the compensation of the NEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means the vote is not binding on the Company, the Board of Directors, or the HR&CC. However, the HR&CC will take into account the outcome of the vote when considering future executive compensation arrangements. The Compensation Discussion and Analysis section of this Proxy Statement that begins on page 35 provides an Executive Summary and detailed information on the executive compensation program and amounts paid to the Company’s NEOs for 2023. The Company encourages you to review the Compensation Discussion and Analysis in considering whether to vote in favor of this proposal. In accordance with the advisory vote cast by shareholders at the 2023 Annual Meeting, the Board of Directors determined that the Company 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 this Annual Meeting will occur at the 2025 Annual Meeting of Shareholders.
Compensation Discussion & Analysis
(1)The average for All Other NEOs excludes Bradley Camden For the NEOs other than the CEO, the preliminary equity award value is established based on individual and company specific factors, and takes into account the individual’s base salary. The equity award value may be increased or decreased at the discretion of the HR&CC as a result of factors such as individual and Company performance, retention concerns and other special circumstances.
2023 Quarterly Net Income (Loss) and Adjusted Consolidated Net Operating Income (Loss)(1)
| What We Do | | What We Do Not Do | | | | Pay Executives Competitively: Executive compensation is targeted annually to a peer group of similar industry, size and business complexity. | | No Guaranteed Compensation: Executives are not contractually entitled to increases to base salary or an annual bonus each year. | | | Pay-for-Performance: The majority of NEO total compensation is tied to Company, business unit and individual performance and is considered “at risk” by the Company, with actual value contingent upon results. | | No repricing: The Omnibus Plan prohibits repricing or exchange of underwater stock options without prior shareholder approval. | | | Stock Ownership Guidelines: The Company maintains robust stock ownership guidelines for our executive officers to reinforce the alignment of our executives with shareholder interests. | | No Change in Control Tax Gross-Ups: NEOs and other executive officers are not entitled to excise tax gross-ups under any Company policies or compensation programs with respect to a change-in-control. | | | Double-Trigger Change-in-Control: Our Company policy provides for change-in-control benefits only on a qualified termination of employment in connection with a change-in-control. | | No Employment Contracts: The Company does not have employment contracts with its NEOs or other executive officers, who are all “at will” employees. | | | Actively Engage with Shareholders to Align Compensation Plans with Shareholder Interests: We engage with shareholders and decisions regarding the 2023 compensation program were informed by consultations with shareholders. | | No Hedging or Pledging: Directors and all employees who receive equity awards are prohibited from hedging, pledging or otherwise encumbering shares of the Company’s Common Stock. | | | Independent Committee Members: All HR&CC members are independent in accordance with SEC and NYSE requirements and guidelines. | | No Excessive Perquisites: Annual perquisites include annual executive physicals, financial planning services, additional insurance coverages, and limited personal use of aircraft. | | | | | No Excessive Risk Taking: None of the Company’s compensation plans are designed to encourage or reward executives for excessive risk taking. |
2023 Quarterly Net Income (Loss) and Adjusted Consolidated Net Operating Income (Loss)(1)
| Formulaic Short-Term Incentive Plan | Increasing Importance of Long-Term Incentive Plan | Improved Retention | | We adopted an STI Plan that has defined threshold, target and maximum pools principally funded via two formulaic, financial KPIs – Operating Income and Distributable Cash Flow. These metrics are closely linked with Kemper’s performance. The remaining portion of funding is determined by role-specific goals for each executive. | While total targeted compensation amounts continue to align to market levels, our 2023 program increased the percentage of executive compensation attributable to the LTI Plan, with a reduced percentage based on the STI Plan. | The additional LTI compensation will consist of time-based restricted stock units (“RSUs”) that vest over three years, designed to increase the plan’s retentive effect while still maintaining over 50% of LTI compensation in the form of performance-based PSUs. |
2023 Quarterly Net Income (Loss) and Adjusted Consolidated Net Operating Income (Loss)(1)
2023 Short-Term Incentive Plan Under Kemper’s STI Plan, the pool from which awards are made is determined using a formula with specific financial metrics and individual performance factors. The financial metrics selected by the Committee are intended to tie compensation under the STI Plan to Company performance over the relevant time period. The individual performance factors are designed to reflect the differing responsibilities among the executive leadership team. The weighting of performance factors will differ based on an individual’s position and business responsibilities. The program provides for an STI Plan payout based on threshold, target and maximum funding percentages for each participant, with funding determined based on performance against pre-established performance goals. Payout funding is interpolated when results fall between different levels.
2023 Quarterly Net Income (Loss) and Adjusted Consolidated Net Operating Income (Loss)(1)
| | 2023 STI Plan Weighting | | | | NEO | Adjusted Operating Income | Distributable Cash Flow | Qualitative Factors | | Joseph P. Lacher | 50% | 30% | 20% | | James J. McKinney | 45% | 25% | 30% | | John M. Boschelli | 45% | 25% | 30% | | Matthew A. Hunton | 40% | 20% | 40% | | Duane A. Sanders | 45% | 25% | 30% |
STI Performance Factors
STI Performance Factors Adjusted Operating Income and Distributable Cash Flow are the two financial metrics used to determine the STI Plan funding pool. These metrics are calculated as follows:
STI Performance Factors
| Metrics | How it’s Calculated | What it Measures | | Adjusted Operating Income | •Adjusted Consolidated Net Operating Income as reported and adjusted for after-tax impact of the following items: –Adjust the amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses –Additional significant unusual or non-recurring items | •Measures Kemper’s profitability from its core business operations, excluding one-time items that are not viewed as indicative of core business performance. | | Distributable Cash Flow | •Insurance company statutory Net Income and Non-insurance company GAAP Net Income –Add: Dividends paid to parent –Adjust amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses –Additional significant unusual or nonrecurring items | •Measures cash generated across the enterprise—not just from operating activities but also from other corporate activities and other initiatives. •Provides a valuable perspective on capital and liquidity availability since it does not take into account certain accruals and timing items required by GAAP. |
STI Performance Factors
The HR&CC believes these metrics provide a comprehensive view of the value generated by management decisions during a particular period and are directly aligned with shareholder interests.
STI Performance Factors
| 2024 PROXY STATEMENT | 41 |
STI Plan Targets
STI Plan Targets In early 2023, the HR&CC determined the NEO target opportunities for payouts under the STI Plan. Each NEO’s target STI Plan payout is expressed as a percentage of base salary, which is set at a level to provide competitive total direct compensation.
STI Plan Targets
| NEO | STI Target as a % of Base Salary | | Joseph P. Lacher | 160% | | James J. McKinney | 125% | | John M. Boschelli | 125% | | Matthew A. Hunton | 100% | | Duane A. Sanders | 125% |
Actual Performance Metrics Results
Actual Performance Metrics Results Actual results for the performance metrics—adjusted operating income and distributable cash flow—are shown in the table below:
Actual Performance Metrics Results
| | 2023 STI Performance Factors | | | | | | Performance Factor | Threshold | Target | Maximum | 2023 Actual | Payout % | | Adjusted Operating Income | $170m | $210m | $275m | $6m | —% | | Distributable Cash Flow | $115m | $155m | $220m | $284m | 200% |
Actual Performance Metrics Results
For additional detail on the calculation of adjusted operating income and distributable cash flow, please see Appendix A-2.
2023 STI Plan Payouts
2023 STI Plan Payouts Based on the actual performance results and the achievements of individual role specific factors as described above, the HR&CC approved the following STI Plan payouts for 2023:
2023 STI Plan Payouts
| NEO(1) | 2023 STI Target | 2023 STI Payout | % of Target | | Joseph P. Lacher | 1,600,000 | 1,360,000 | 85% | | John M. Boschelli | 625,000 | 550,000 | 88% | | Matthew A. Hunton | 500,000 | 650,000 | 130% | | Duane A. Sanders | 750,000 | 650,000 | 87% |
2023 STI Plan Payouts
(1)Mr. Camden did not have a STI target for 2023 and Mr. McKinney did not receive a bonus in 2023 In approving these STI Plan payouts, the HR&CC considered the historic short-term non-equity compensation payments in comparison to the Company’s actual performance. The charts below show a comparison of the 2020 and 2021 short term plan payouts, the 2022 bonus payments, and then the 2023 payout under the STI Plan, in each case for the CEO and then for the average for all NEOs, excluding the CEO.
2023 STI Plan Payouts
| CEO Historical Bonus Comparison | Other NEO Historical Bonus Compilation(1) |
2023 STI Plan Payouts
(1)Average for All Other NEOs excludes Bradley Camden and James McKinney Equity-Based Compensation Awards for 2023 Equity-based compensation is an integral part of the Company’s executive compensation program. Under Kemper’s LTI Plan, the HR&CC has the authority to award various forms of long-term incentive grants, including stock options, RSUs and PSUs. The Committee believes the Company’s equity-based compensation program incentivizes performance and stock ownership by its executive officers, thereby aligning the interests of management and shareholders and serving as a useful retention vehicle. As in years past, the HR&CC’s focus in 2023 was on aligning compensation with long-term value creation, making a link between compensation and executive performance, and retaining executive talent through the use of multi-year vesting provisions. 2023 Equity Award Methodology The 2023 equity awards on average for all NEOs, excluding the CEO, were allocated 20% in stock options, 20% in RSUs and 60% in PSUs, with the number of shares subject to each grant determined with reference to the price of Kemper Common Stock on the date of grant. The 2023 equity awards for the CEO were 25% in stock options and 75% in PSUs. The HR&CC approved an equity award for Mr. Lacher with a total value of $6.1 million, of which $4.4 million was in the form of PSUs and $1.7 million was in the form of stock options. For NEOs other than Mr. Lacher, the HR&CC followed a target-value approach, with the equity award value based on several factors, including a percentage of their base salaries. For Mr. Lacher, approximately 70% of his total direct compensation was performance-based and for NEOs other than Mr. Lacher, an average of approximately 57% of total direct compensation was performance-based.
2023 STI Plan Payouts
| 44 | |
2023 STI Plan Payouts
Mr. Lacher’s 2023 equity award was determined by the HR&CC, with input from the Lead Director and FW Cook, the Committee’s consultant, based on, among other factors, his overall performance in 2022, his performance on the 2022 non-financial objectives approved by the Board, and total compensation for comparable CEOs. RSU Awards Granted in 2023 As a part of the 2023 changes to the executive compensation program, the HR&CC included RSU awards for the NEOs other than the CEO. The HR&CC believes that it is important, for retention purposes, to have a portion of long-term incentives that are not tied to the achievement of performance goals but are still at risk with the value fluctuating based on changes in shareholder value. The HR&CC believes that RSUs will assist in attracting and retaining talented executives. RSUs granted in 2023 will vest in one-third increments starting on the first anniversary of the January 31, 2023 grant date. PSU Awards Granted in 2023 Two-thirds of the PSU awards granted to the NEOs in January 2023 are based on Relative TSR and one-third is based on Three-Year Adjusted return on equity (“ROE”). These awards are subject to forfeiture and transfer restrictions until vesting on the date the HR&CC certifies the performance results (“Vesting Date”) in accordance with the award agreements. The number of PSU shares granted to each NEO in January 2023 (“Target Shares”) that will vest and be issued as Common Stock, if any, and the number of additional shares of Common Stock over the target amount that will vest on the Vesting Date (“Additional Shares”), if any, will be determined based on the applicable performance results for the performance period, as described in detail below. PSUs Based on Relative TSR For PSUs based on Relative TSR, the determination of vesting will be based on the Company’s total shareholder return (“TSR”) over a three-year performance period ending on January 31, 2026 relative to a peer group comprised of all companies in the S&P 1500 SuperComposite Insurance Index (“PSU Peer Group”). In accordance with the award agreements, TSR is calculated based on the average of the closing stock prices for 20 consecutive trading days prior to the beginning and end of the performance period, and assumes all dividends issued over the performance period are reinvested. The award agreements provide for grants of Additional Shares to the award recipient if the Company’s relative performance exceeds the “target” performance level, which is the 50th percentile relative to the PSU Peer Group (“Relative TSR Percentile Rank”). The number of Target Shares that will vest, if any, and the number of Additional Shares, if any, that will be granted, will be determined in accordance with the following table:
2023 STI Plan Payouts
| Kemper’s Relative TSR Percentile Rank | Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Units (%) | | At least 90th | 200% | | 75th | 150% | | 50th | 100% | | 25th | 50% | | Below 25th | 0% |
2023 STI Plan Payouts
PSUs Based on Three-Year Adjusted ROE For PSUs based on Three-Year Adjusted ROE, the determination of vesting will be based on the Company’s adjusted return on equity over a three-year performance period ending on December 31, 2025. The award agreements provide for grants of Additional Shares to the award recipient if the Company’s Three-Year Adjusted ROE exceeds the “target” performance level of 7.5%. The number of Target Shares that will vest, if any, and the number of Additional Shares, if any, that will be granted, will be determined in accordance with the following table:
2023 STI Plan Payouts
| 2024 PROXY STATEMENT | 45 |
2023 STI Plan Payouts
| Three-Year Adjusted ROE (%) | Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Units (%) | | At least 9.0 | 200% | | 7.5 | 100% | | 6.0 | 50% | | Below 6.0 | 0% |
2023 STI Plan Payouts
| The applicable terms are calculated as set forth below. The definitions below reflect the adjustments to the Company’s performance metrics to account for the implementation of Accounting Standards Update No. 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts and related amendments” (LDTI). Three-Year Adjusted ROE - dividing the sum of Adjusted Net Income for each of the three years in the performance period by the sum of the Adjusted Average Shareholders’ Equity for each of the three years. Adjusted Net Income - Net Income as reported in the Company’s financial statements for the respective year, adjusted to account for the after-tax impacts of the following items, to the extent the HR&CC deems them not indicative of the Company’s core operating performance: •adjust the amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses (italicized terms defined below); •adjust Net Realized Gains on Sales of Investments and Net Impairment Losses Recognized in Earnings (italicized terms as reported in the Company’s financial statements) to equal Expected Net Realized Gains on Sales of Investments and Expected Net Impairment Losses Recognized in Earnings (italicized terms defined below); •significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and •additional significant unusual or nonrecurring items. Adjusted Average Shareholders’ Equity - the simple average of Total Shareholders’ Equity (as reported in the Company’s financial statements) for the beginning and end of year for each year in the performance period, adjusted to account for the after-tax impacts of the following items, to the extent the HR&CC deems them not indicative of the Company’s core operating performance: •Unrealized Gains and Losses on Fixed Maturity Securities, and Change in Discount Rate on Future Life Policyholder Benefits from Shareholders Equity (italicized terms as reported in the Company’s financial statements as defined above and below); and •the modifications made in calculating Adjusted Net Income. Actual Catastrophe Losses and LAE - the actual Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, as reported in the Company’s management reports for the relevant time period. Expected Catastrophe Losses, Expected Net Realized Gains on Sales of Investments, and Expected Net Impairment Losses Recognized in Earnings - the amounts specified in the Company’s management reports as “Planned” or “Expected” for, respectively, (a) Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, (b) Net Realized Gains on Sales of Investments, and (c) Net Impairment Losses Recognized in Earnings. Changes in the Discount Rate on Future Life Policyholder Benefits - the Shareholders’ Equity impact of Changes in Discount Rate on Future Policyholder Benefits as reported in the Company’s management reports. |
2023 STI Plan Payouts
| 46 | |
2023 STI Plan Payouts
Additional Information Relating to PSU Awards For performance falling between the percentile levels specified in the first column of each table above, the number of shares that will vest and be issued as Common Stock or be forfeited, and the number of Additional Shares, if any, that will be granted on the Vesting Date will be determined by straight-line interpolation from the percentages specified in the table. Any Target Shares that do not vest in accordance with the tables above will be forfeited. Under the terms of the applicable 2023 PSU award agreements, Target Shares of PSUs accrue dividend equivalents during the vesting period on the same basis as dividends paid to holders of outstanding shares of Common Stock, but are paid out after vesting only on the total number of shares actually earned. 2021 PSU Awards Paid Out at 0% for the 2021-2023 Performance Period Each of our NEOs received PSU awards in 2021, two-thirds of which were based on Relative TSR and one-third of which were based on Three-Year Adjusted ROE. For the performance cycle that concluded at the end 2023, the Company’s performance failed to meet the minimum thresholds for funding for both the Relative TSR PSUs and the Adjusted ROE PSUs. As a result, the 2021 PSU awards were forfeited and resulted in no payments to the executive leadership team. As shown in the following table, lower operating performance in recent years impacted the vesting of PSUs awarded in prior years. The HR&CC believes these results illustrate the alignment of realized pay with performance over the long-term.
2023 STI Plan Payouts
| PSU Payout Percentages | | Awards Years 2017-2021 (Payable in 2020-2024) | | |
2023 STI Plan Payouts
Compensation Arrangements with Bradley T. Camden Due to the interim nature of his role in 2023, Mr. Camden did not participate in the Company’s 2023 Executive Compensation Program and he did not receive any compensation adjustments to his base salary during 2023 when he assumed the role of Interim Chief Financial Officer. In 2023, Mr. Camden received an annual base salary of $425,000, an annual cash incentive of $600,000 (paid in early 2024), and a long-term incentive of $454,376 (granted in January 2023), which was allocated 50% in the form of PSUs and 50% in the form of RSUs, which are scheduled to vest in one-third increments starting on the first anniversary of the January 31, 2023 grant date, with Mr. Camden’s equity awards subject to the same vesting conditions as described above with respect to the NEOs. In April 2023, Mr. Camden also received a one-time retention equity award consisting of 75% PSUs and 25% stock options with a grant-date value of $372,779, with such grants subject to the same conditions described above. In February 2024, Mr. Camden was appointed Executive Vice President and Chief Financial Officer. Mr. Camden will participate in the Company’s Executive Compensation Program for 2024. For 2024, Mr. Camden’s base salary is $575,000 and he will be eligible to participate in the STI Plan for 2024 with an annual target award amount of 125% of annual base salary. In addition, Mr. Camden will participate in the LTI Plan with an annual target award amount of 225% of annual base salary.
2023 STI Plan Payouts
| 2024 PROXY STATEMENT | 47 |
2023 STI Plan Payouts
2024 Performance Retention Awards The HR&CC periodically reviews the unvested equity holdings of our NEOs to better understand the strength of retention for our executives and the effectiveness of our incentive plans. Throughout 2023 and into 2024, the HR&CC’s reviews of unvested equity holdings suggested a critical, widening gap for our NEOs based on the regularly updated forecasted payouts from our active PSU cycles. The HR&CC believed that disruption to the existing management team would impair Kemper’s ability to capitalize on current opportunities, increase the risk of execution delay, and jeopardize our strategic and operational initiatives intended to unlock meaningful financial improvement and shareholder value over the next few years. The HR&CC does not believe that this scenario is in the best interests of Kemper shareholders. Accordingly, the HR&CC determined to follow a three-part approach to address its concerns regarding retention of our key leaders. The first step, in early 2023, was to adjust the mix of annual long-term incentive awards for Kemper’s NEOs, other than the CEO, by decreasing the weighting on stock options and PSUs and introducing time-based RSUs as part of the mix. The HR&CC felt that a mix of 20% RSUs, 20% stock options, and 60% PSUs retained the performance-based orientation of Kemper’s executive compensation program while improving the durability of the program by using RSUs as a retention-focused vehicle. This mix was maintained for the annual long-term incentive awards granted in 2024. The second step, in early 2024, was to award special grants of performance-based RSUs tied to successful execution of the financial priorities embedded in our turnaround efforts. These awards to Kemper’s then serving executive officers, excluding the CEO, range in value from $1.2-$1.4 million for each NEO and will vest, if at all, over three years. The HR&CC contemplated awards of time-based RSUs but felt that a purely time-based vesting condition would not appropriately align with shareholders’ expectations that we deliver growth and cost management to yield ongoing, sustainable levels of profitability. Failing to achieve the multi-year goals governing these special awards will result in their forfeiture, which the HR&CC believes demonstrates accountability for Kemper’s NEOs to the Company’s shareholders. The final step, also in early 2024, was to align the CEO’s annual long-term incentive award structure with the rest of the NEOs by adding a 20% RSU component to the award mix for the CEO. In making this decision, the HR&CC determined that rather than through special grants, the CEO should be primarily incentivized and retained by the ongoing executive compensation program.
2023 STI Plan Payouts
| 48 | |
2023 STI Plan Payouts
Other Features of the Equity-Based Compensation Program Equity-Based Compensation Granting Process The HR&CC follows an established process for the review, approval and timing of annual grants of equity-based compensation for all eligible employees of the Company, including its executive officers. In making annual grant recommendations to the HR&CC, the CEO follows an established cycle, with the exception of off-cycle grants made in connection with key new hire, promotion or retention awards which may be made with HR&CC approval or under the CEO’s delegated authority, as described in the next section. The Company’s executive officers play no role in the timing of option or other grants except with regard to such new hire, promotion or retention awards, the timing of which is driven by the circumstances of the underlying event. The Company provides administration of the Company’s equity-based compensation plans. Following HR&CC approval, the Company delivers award agreements for acceptance by the recipients. All forms of equity-based compensation award agreements are approved by the HR&CC in advance of their initial use. Delegated Authority As previously noted, the HR&CC has delegated authority to the CEO to grant a limited number of shares under the Omnibus Plan in connection with new hire, promotional and retention awards to employees other than executive officers. The exercise price of each stock option award granted under the delegated authority is the closing price of a share of Common Stock on the grant date. The HR&CC is regularly informed about the awards granted pursuant to the delegated authority and periodically replenishes the share pool used in this program from the pool of shares available in the shareholder-approved Omnibus Plan. Other Compensation Elements To attract, retain, and motivate highly talented executives and other employees, we provide the benefits listed below to our employees: •Health insurance including medical, dental, vision and prescription drug coverage •Life and disability insurance •Tax-advantaged Flexible Spending Accounts for health care and dependent care •Health Savings Accounts for the High-Deductible Health Plan, including a company match •401(k) retirement savings program, including a company match and 100% vesting upon hire •Employee Stock Purchase Program (ESPP) •Employee Assistance & Work/Life Program (EAP) •Tuition reimbursement •Adoption assistance •Employee discount programs •Voluntary benefit programs •Leave and time off programs •Flexible work arrangements based on function and role •Wellness resources, including diabetes, hypertension, weight management and pregnancy support •Commuter benefits •Benefits navigation
2023 STI Plan Payouts
| 2024 PROXY STATEMENT | 49 |
Post-Employment Compensation
Post-Employment Compensation Change in control benefits applicable to the NEOs are described in more detail below under the section entitled Potential Payments Upon Termination or Change in Control beginning on page 63. These benefits are provided under individual severance agreements with the NEOs and to other grant recipients through provisions included in applicable equity award agreements under the Omnibus Plan (or a prior plan). The NEOs are not entitled to other post-termination benefits except pursuant to the standard provisions of any of the plans discussed above or as may be provided for in individual separation agreements. From time to time, the HR&CC may approve arrangements with departing executive officers. In 2024, the HR&CC approved and the Company entered into a separation and release agreement with Mr. McKinney, who was terminated without cause and ceased to serve as the Company’s Chief Financial Officer in September 2023. The agreement provides that, in consideration for his compliance with the obligations contained in the agreement, including a general waiver and release of claims, Mr. McKinney is entitled to cash severance benefit in the total amount of $1,975,000, less applicable taxes and withholding, to be paid in two installments over a six month period, a payment for accrued unpaid time off, and outplacement services. Mr. McKinney forfeited all of his unvested equity awards upon termination of employment; no unvested or unearned awards were accelerated in connection with the separation and release agreement.
Role of our Independent Compensation Consultant
Role of our Independent Compensation Consultant The HR&CC engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2023. In this role, FW Cook assists the Committee with its executive and non-employee director compensation review and oversight, and for such additional services as are requested by the committee. In particular, the HR&CC sought the advice of FW Cook in formulating the modifications to the Company’s executive compensation program described above under the heading 2023 Say-on-Pay Vote and Summary of Compensation Program Changes. The HR&CC asked FW Cook to provide the Committee with comparison data based on comparable companies in the insurance industry, as well as general compensation comparison data for the executive officers, data and practices with respect to non-employee director compensation, advice on current trends and developments related to executive compensation, and advice on other executive and director compensation matters that arose in the ordinary course. The involvement of FW Cook in the 2023 executive compensation decision-making process is described in more detail below under the heading Compensation Competitive Analysis. The HR&CC considers FW Cook’s independence on an annual basis and, for 2023, the HR&CC concluded that no factors existed that presented any independence issues or conflicts of interest under applicable rules of the NYSE or SEC.
Compensation Competitive Analysis
Compensation Competitive Analysis As part of its executive compensation review for 2023, the HR&CC considered an analysis provided by FW Cook comparing the compensation components of salary, annual incentives, long-term incentives, and total compensation of the Company’s CEO and other executive officers relative to pay programs of a selected peer group (“Peer Group”). Where possible, each Company position was compared to industry data using functional counterparts or executives with similar roles at the peer companies, as well as compensation data disclosed in proxy statements filed in 2022. The 2023 Peer Group consisted of 19 publicly-traded companies in the insurance industry with profiles similar to the Company’s based on information disclosed in their annual reports and proxy statements. The Peer Group companies generally had a majority of operations in the property and casualty insurance industry, and variations in their revenues, assets and market capitalization
Compensation Competitive Analysis
versus the Company were considered when the group was selected. In 2023, one company (American National) was removed from the Peer Group because it was acquired through an M&A transaction. The following companies were included in the Peer Group for 2023:
Compensation Tables 2023
| 2023 Summary Compensation Table | | | | | | | | | | | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Joseph P. Lacher, Jr., President, Chief Executive Officer and Chairman | 2023 | 1,000,000 | — | 4,399,946 | 1,700,766 | 1,360,000 | — | 73,934 | 8,534,646 | | | 2022 | 1,000,000 | 800,000 | 3,739,984 | 2,296,843 | — | — | 69,711 | 7,906,538 | | | 2021 | 1,000,000 | — | 3,928,110 | 1,450,880 | 1,750,000 | — | 93,265 | 8,222,255 | | James J. McKinney, Former Executive Vice President and Chief Financial Officer | 2023 | 575,000 | — | 1,126,218 | 335,310 | — | — | 35,427 | 2,071,955 | | | 2022 | 575,000 | 600,000 | 737,335 | 1,095,544 | — | — | 40,385 | 3,048,264 | | | 2021 | 575,000 | — | 774,424 | 286,032 | 875,000 | — | 38,333 | 2,548,789 | | Bradley T. Camden Senior Vice President and Interim Chief Financial Officer | 2023 | 425,000 | 600,000 | 730,526 | 96,629 | — | — | 17,767 | 1,869,922 | | John M. Boschelli, Executive Vice President and Chief Investment Officer | 2023 | 500,000 | — | 979,372 | 291,570 | 550,000 | 110,755 | 35,427 | 2,467,124 | | | 2022 | 500,000 | 400,000 | 641,178 | 751,705 | — | — | 39,223 | 2,332,106 | | | 2021 | 496,154 | — | 673,404 | 248,739 | 450,000 | — | 38,833 | 1,907,130 | | Matthew A. Hunton, Executive Vice President and President, Kemper Auto | 2023 | 500,000 | — | 827,029 | 246,213 | 650,000 | — | 34,777 | 2,258,019 | | Duane A. Sanders, Executive Vice President and Chief Claims Officer, P&C | 2023 | 600,000 | — | 1,175,170 | 349,883 | 650,000 | — | 35,377 | 2,810,430 | | | 2022 | 600,000 | 500,000 | 769,423 | 1,108,073 | — | — | 33,821 | 3,011,317 | | | 2021 | 600,000 | — | 808,101 | 298,484 | 875,000 | — | 33,963 | 2,615,548 |
Compensation Tables 2023
| GRANTS OF PLAN-BASED AWARDS IN 2023 | | | | | | | | | | | | | | Name | Grant Date (1) | Award Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Securities Underlying Stock Awards (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) (6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph P. Lacher, Jr. | 1/31/2023 | Stock Options | | | | — | — | — | | 89,393 | 58.73 | 1,700,766 | | | 1/31/2023 | PSU | | | | 22,349 | 44,697 | 89,394 | | — | — | 3,204,775 | | | 1/31/2023 | PSU | | | | 11,174 | 22,348 | 44,696 | | — | — | 1,195,171 | | | | Annual Incentive | 640,000 | 1,600,000 | 3,200,000 | | | | | | | | | James J. McKinney | 1/31/2023 | Stock Options | | | | — | — | — | | 17,624 | 58.73 | 335,310 | | | 1/31/2023 | PSU | | | | 4,406 | 8,812 | 17,624 | | — | — | 631,820 | | | 1/31/2023 | PSU | | | | 2,203 | 4,406 | 8,812 | | — | — | 235,633 | | | 1/31/2023 | RSU | | | | | | | 4,406 | | | 258,764 | | Bradley T. Camden | 1/31/2023 | PSU | | | | 1,158 | 2,316 | 4,632 | | | | 182,339 | | | 1/31/2023 | PSU | | | | 579 | 1,158 | 2,316 | | | | 68,009 | | | 1/31/2023 | RSU | | | | | | | 3,474 | | | 204,028 | | | 4/3/2023 | Stock Options | | | | | | | | 5,390 | 55.66 | 96,629 | | | 4/3/2023 | PSU | | | | 1,348 | 2,696 | 5,392 | | | | 201,176 | | | 4/3/2023 | PSU | | | | 674 | 1,347 | 2,694 | | | | 74,974 | | John M. Boschelli | 1/31/2023 | Stock Options | | | | — | — | — | | 15,325 | 58.73 | 291,570 | | | 1/31/2023 | PSU | | | | 3,832 | 7,663 | 15,326 | | — | — | 549,437 | | | 1/31/2023 | PSU | | | | 1,916 | 3,831 | 7,662 | | — | — | 204,882 | | | 1/31/2023 | RSU | | | | | | | 3,832 | | | 225,053 | | | | Annual Incentive | 218,750 | 625,000 | 1,250,000 | | | | | | | | | Matthew A. Hunton | 1/31/2023 | Stock Options | | | | — | — | — | | 12,941 | 58.73 | 246,213 | | | 1/31/2023 | PSU | | | | 3,236 | 6,471 | 12,942 | | — | — | 463,971 | | | 1/31/2023 | PSU | | | | 1,618 | 3,235 | 6,470 | | — | — | 173,008 | | | 1/31/2023 | RSU | | | | | | | 3,236 | | | 190,050 | | | | Annual Incentive | 150,000 | 500,000 | 1,000,000 | | | | | | | | | Duane A. Sanders | 1/31/2023 | Stock Options | | | | — | — | — | | 18,390 | 58.73 | 349,883 | | | 1/31/2023 | PSU | | | | 4,598 | 9,195 | 18,390 | | — | — | 659,282 | | | 1/31/2023 | PSU | | | | 2,299 | 4,597 | 9,194 | | — | — | 245,848 | | | 1/31/2023 | RSU | | | | | | | 4,598 | | | 270,041 | | | | Annual Incentive | 262,500 | 750,000 | 1,500,000 | | | | | | | |
Compensation Tables 2023
| Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested ($) | | Joseph P. Lacher, Jr. | 98,280 | — | 40.70 | 11/19/2025 | | | | | | | 96,235 | — | 27.71 | 3/1/2026 | | | | | | | 173,211 | — | 43.30 | 2/7/2027 | | | | | | | 116,667 | — | 60.00 | 2/6/2028 | | | | | | | 118,033 | — | 76.25 | 2/5/2029 | | | | | | | 67,839 | — | 77.39 | 2/4/2030 | | | | | | | 50,186 | 25,094(1) | 69.74 | 2/2/2031 | | | | | | | 52,182 | 104,364(2) | 52.70 | 2/1/2032 | | | | | | | — | 89,393(3) | 58.73 | 1/31/2033 | | | | | | | | | | | | | 18,820(4) | 915,969 | | | | | | | | | 9,410(5) | 457,985 | | | | | | | | | 24,905(6) | 1,212,126 | | | | | | | | | 12,453(7) | 606,088 | | | | | | | | | 22,349(8) | 1,087,726 | | | | | | | | | 11,174(9) | 543,839 | | James J. McKinney | 27,000 | — | 60.00 | 3/31/2024 | | | | | | | 27,148 | — | 76.25 | 3/31/2024 | | | | | | | 13,374 | — | 77.39 | 3/31/2024 | | | | | | | 9,894 | 4,947(10) | 69.74 | 3/31/2024 | | | | | | | 24,889 | 49,780(10) | 52.70 | 3/31/2024 | | | | | | | — | 17,624(10) | 58.73 | 3/31/2024 | | | | | | | | | | | | | 3,711(10) | 180,614 | | | | | | | | | 1,855(10) | 90,283 | | | | | | | | | 4,910(10) | 238,970 | | | | | | | | | 2,455(10) | 119,485 | | | | | | | | | 4,406(10) | 214,440 | | | | | | | | | 2,203(10) | 107,220 | | | | | | | 4,406(10) | 214,440 | | |
Compensation Tables 2023
| Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested ($) | | Bradley T. Camden | 4,702 | — | 66.36 | 10/1/2030 | | | | | | | 2,982 | 1,492(1) | 69.74 | 2/2/2031 | | | | | | | — | 5,390(3) | 55.66 | 4/3/2033 | | | | | | | | | | | | | 1,119(4) | 54,462 | | | | | | | | | 559(5) | 27,207 | | | | | | | | | 1,777(6) | 86,487 | | | | | | | | | 888(7) | 43,219 | | | | | | | | | 1,158(8) | 56,360 | | | | | | | | | 579(9) | 28,180 | | | | | | | | | 1,348(8) | 65,607 | | | | | | | | | 674(9) | 32,804 | | | | | | | 8,881(11) | 432,238 | | | | | | | | | 1,185(12) | 57,674 | | | | | | | | | 3,474(13) | 169,080 | | | | John M. Boschelli | 21,246 | — | 76.25 | 2/5/2029 | | | | | | | 10,467 | — | 77.39 | 2/4/2030 | | | | | | | 8,604 | 4,302(1) | 69.74 | 2/2/2031 | | | | | | | 17,078 | 34,156(2) | 52.70 | 2/1/2032 | | | | | | | — | 15,325(3) | 58.73 | 1/31/2033 | | | | | | | | | | | | | 3,227(4) | 157,058 | | | | | | | | | 1,613(5) | 78,505 | | | | | | | | | 4,270(6) | 207,821 | | | | | | | | | 2,135(7) | 103,910 | | | | | | | | | 3,832(8) | 186,503 | | | | | | | | | 1,916(9) | 93,252 | | | | | | | 3,832(13) | 186,503 | | |
Compensation Tables 2023
| Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Other Rights That Have Not Vested ($) | | Matthew A. Hunton | 7,578 | — | 84.46 | 6/3/2029 | | | | | | | 1,658 | — | 84.46 | 6/3/2029 | | | | | | | 4,962 | — | 77.39 | 2/4/2030 | | | | | | | 3,059 | 1,530(1) | 69.74 | 2/2/2031 | | | | | | | — | 12,941(3) | 58.73 | 1/31/2033 | | | | | | | | | | | | | 1,148(4) | 55,873 | | | | | | | | | 574(5) | 27,937 | | | | | | | | | 1,822(6) | 88,677 | | | | | | | | | 911(7) | 44,338 | | | | | | | | | 3,236(8) | 157,496 | | | | | | | | | 1,618(9) | 78,748 | | | | | | | 12,145(11) | 591,097 | | | | | | | | | 1,215(12) | 59,134 | | | | | | | | | 3,236(13) | 157,496 | | | | Duane A. Sanders | 15,699 | — | 63.70 | 2/1/2028 | | | | | | | 29,100 | — | 60.00 | 2/6/2028 | | | | | | | 28,328 | — | 76.25 | 2/5/2029 | | | | | | | 13,956 | — | 77.39 | 2/4/2030 | | | | | | | 10,324 | 5,163(1) | 69.74 | 2/2/2031 | | | | | | | 25,174 | 50,349(2) | 52.70 | 2/1/2032 | | | | | | | — | 18,390(3) | 58.73 | 1/31/2033 | | | | | | | | | | | | | 3,872(4) | 188,450 | | | | | | | | | 1,936(5) | 94,225 | | | | | | | | | 5,124(6) | 249,385 | | | | | | | | | 2,562(7) | 124,693 | | | | | | | | | 4,598(8) | 223,785 | | | | | | | | | 2,299(9) | 111,892 | | | | | | | 4,598(13) | 223,785 | | |
Compensation Tables 2023
| Option Exercises and Stock Vested in 2023 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Joseph P. Lacher, Jr. | — | — | — | — | | James J. McKinney | 22,547 | 159,750 | — | — | | Bradley T. Camden | — | — | 5,377 | 309,769 | | John M. Boschelli | — | — | — | — | | Matthew A. Hunton | — | — | 607 | 34,969 | | Duane A. Sanders | — | — | — | — |
Compensation Tables 2023
| 2023 Pension Benefits | | | | | | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($)(3) | | Joseph P. Lacher, Jr. | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | James J. McKinney | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | John M. Boschelli | Pension Plan | 18.5 | — | 539,968 | | | Pension SERP | 18.5 | 578,133 | — | | Matthew A. Hunton | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | Duane A. Sanders | Pension Plan | — | — | — | | | Pension SERP | — | — | — |
Compensation Tables 2023
| 2023 Nonqualified Deferred Compensation | | | | | | | Name | Plan Name | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Joseph P. Lacher, Jr. | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 7,521 | — | 54,547 | | James J. McKinney | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 2,207 | — | 13,665 | | John M. Boschelli | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 7,660 | — | 55,555 | | Matthew A. Hunton | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — | | Duane A. Sanders | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — |
PSU Awards
| Potential Payments Upon Termination from a Change In Control (“CIC”), Death/Disability or Retirement at December 31, 2023 | | | | | | | | Name | Lump-Sum Severance Payments(1) | Accelerated Stock Options(2) | Accelerated RSUs (3) | Accelerated PSUs(4) (5) (6) | Services and Payments related to Welfare Benefits and Out-placement(7) | Total | | Joseph P. Lacher, Jr. | | | | | | | | Termination due to Change in Control | 9,000,000 | — | — | 9,647,367 | 172,294 | 18,819,661 | | Death or Disability | — | — | — | 6,081,199 | 250,000 | 6,331,199 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — | | Bradley T. Camden | | | | | | | | Termination due to Change in Control | 2,350,000 | — | 658,992 | 788,551 | 69,954 | 3,867,497 | | Death or Disability | — | — | 658,992 | 443,591 | — | 1,102,583 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — | | John M. Boschelli | | | | | | | | Termination due to Change in Control | 2,650,000 | — | 186,503 | 1,653,904 | 82,364 | 4,572,771 | | Death or Disability | — | — | 186,503 | 1,042,528 | 250,000 | 1,479,031 | | Retirement | — | — | 186,503 | 521,264 | — | 707,767 | | Other Termination | — | — | — | — | — | — | | Matthew A. Hunton | | | | | | | | Termination due to Change in Control | 2,650,000 | — | 807,727 | 905,895 | 72,333 | 4,435,955 | | Death or Disability | — | — | 807,727 | 485,529 | 250,000 | 1,543,256 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — | | Duane A. Sanders | | | | | | | | Termination due to Change in Control | 3,180,000 | — | 223,785 | 1,984,665 | 113,359 | 5,501,809 | | Death or Disability | — | — | 223,785 | 1,251,037 | 250,000 | 1,724,822 | | Retirement | — | — | 223,785 | 625,518 | — | 849,303 | | Other Termination | — | — | — | — | — | — |
CEO Pay Ratio
CEO Pay Ratio The Company determined our median employee from our entire employee population to provide a ratio comparison of the total compensation of Mr. Lacher, our CEO, with the total compensation of the median employee for 2023. In doing so, the Company annualized the compensation of all full-time and part-time employees. The median employee’s compensation was determined as of October 1, 2023, in accordance with the methodology and components used in the Summary Compensation Table for our NEOs. The 2024 total compensation was determined to be $63,444 for our median employee, ($60,421 base salary plus retirement benefit costs of $3,023), and $8,534,646 for Mr. Lacher. Based on this information, the ratio of the annual total compensation of Mr. Lacher to that of the median employee is estimated to be 135 to 1. The applicable SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies and assumptions, and as a result, our estimated pay ratio may not be comparable to the pay ratios disclosed by other companies.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between “Compensation Actually Paid” to our NEOs and Kemper’s performance against several specific financial metrics. For further information regarding our executive compensation program, our compensation philosophy, and how the Company aligns executive compensation with performance, please refer to the “Compensation Discussion and Analysis” starting on page 35.
Pay versus Performance Table
Pay versus Performance Table The table below reflects Compensation Actually Paid to the Company’s Principal Executive Officer (”PEO”) and average Compensation Actually Paid to Non-PEO Named Executive Officers during 2020 through 2023. In addition, the table compares our Total Shareholder Return (”TSR”) against peer group TSR using the S&P 1500 Composite Insurance Index.
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Distributable Cash Flow(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2023 | 8,534,646 | 4,496,795 | 2,295,490 | 1,304,381 | 68.41 | 154.07 | (272.1) | 284.30 | | 2022 | 7,906,538 | 2,186,378 | 2,389,475 | 1,347,367 | 67.38 | 140.14 | (286.6) | 307.90 | | 2021 | 8,222,255 | (1,227,378) | 2,222,811 | 342,229 | $78.53 | $128.18 | $(123.70) | $(202.60) | | 2020 | 9,239,185 | 10,288,502 | 2,649,608 | 2,806,373 | $100.82 | $98.70 | $409.90 | $418.40 |
Pay versus Performance Table
(1)Amounts in this column represent the amounts reported for Mr. Lacher, our Chief Executive Officer, in the total column of the Summary Compensation Table for each applicable year. (2)Amounts in this column represent the amount of “compensation actually paid” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year, in accordance with SEC rules, the following adjustments were made to total compensation to determine compensation actually paid:
Pay versus Performance Table
| Year | Summary Compensation Table Total for Mr. Lacher ($) | Exclusion of Change in Pension Value for Mr. Lacher ($) | Exclusion of Stock Awards and Option Awards for Mr. Lacher ($)(a) | Inclusion of Pension Service Cost for Mr. Lacher ($) | Inclusion of Equity Values for Mr. Lacher ($)(b) | Compensation Actually Paid to Mr. Lacher ($) | | 2023 | 8,534,646 | — | (6,100,711) | — | 2,062,860 | 4,496,795 | | 2022 | 7,906,538 | — | (6,000,000) | — | 279,840 | 2,186,378 | | 2021 | 8,222,255 | — | (5,378,990) | — | (4,070,643) | (1,227,378) | | 2020 | 9,239,185 | — | (5,457,956) | — | 6,507,273 | 10,288,502 |
Pay versus Performance Table
(a)Amounts in this column represent the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
Pay versus Performance Table
| 68 | |
Pay versus Performance Table
(b)The amounts deducted or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3)Amounts in this column represent the average of the amounts reported for the Company’s NEO as a group, excluding our CEO, the Total column of the Summary Compensation Table for each applicable year. The NEOs included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2023, Messrs. Lacher, Camden, Boschelli, Hunton, Sanders and McKinney; (ii) for 2022, Messrs. Lacher, McKinney, Boschelli, Brooks and Sanders; and (iii) for 2021 and 2020, Messrs. Lacher, McKinney, Boschelli, Sanders and Sternberg. (4)Amounts in this column represent the amount of “compensation actually paid” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year, in accordance with SEC rules, the following adjustments were made to total compensation to determine compensation actually paid:
Pay versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)(a) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,295,490 | — | (1,231,584) | — | 240,475 | 1,304,381 | | 2022 | 2,389,475 | — | (1,510,000) | — | 467,892 | 1,347,367 | | 2021 | 2,222,811 | — | (1,146,961) | — | (733,622) | 342,229 | | 2020 | 2,649,608 | — | (1,125,696) | — | 1,282,461 | 2,806,373 |
Pay versus Performance Table
(a)Amounts in this column represent the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year. (b)The amounts deducted or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (5)Cumulative TSR is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end of the measurement period and the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. (7)Represents the amount of net (loss) income reflected in the Company’s audited financial statements for each applicable year. Net Income for the fiscal year 2020 does not reflect any modifications as a result of the modified retrospective adoption of Accounting Standards Update No. 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts and related amendments” (“LDTI”). (8)Distributable cash flow represents insurance company statutory Net Income and Non-insurance company GAAP Net Income plus additional dividends paid to parent as a result of management-specific capital efficiency strategies adjusted for amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses and additional significant unusual or nonrecurring items as permitted by the Omnibus Plan.
Pay versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Mr. Lacher ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mr. Lacher ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Lacher ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mr. Lacher ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Mr. Lacher ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Mr. Lacher ($) | Total - Inclusion of Equity Values for Mr. Lacher ($) | | 2023 | 2,896,142 | (1,213,236) | — | 379,954 | — | — | 2,062,860 | | 2022 | 3,820,463 | (3,214,502) | — | (326,121) | — | — | 279,840 | | 2021 | 1,888,580 | (5,261,544) | — | (697,679) | — | — | (4,070,643) | | 2020 | 6,487,864 | (61,631) | — | 81,040 | — | — | 6,507,273 |
Pay versus Performance Table
| Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 499,511 | (126,046) | — | 84,937 | (217,927) | — | 240,475 | | 2022 | 1,084,633 | (554,250) | — | (62,491) | — | — | 467,892 | | 2021 | 352,109 | (973,538) | — | (112,193) | — | — | (733,622) | | 2020 | 1,335,361 | (12,746) | — | (40,154) | — | — | 1,282,461 |
Pay versus Performance Table
| 2024 PROXY STATEMENT | 69 |
Pay versus Performance Table
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.
Pay versus Performance Table
| Compensation Actually Paid versus TSR (based on $100 investment) |
Pay versus Performance Table
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years. Net Income for the fiscal year 2020 does not reflect any modifications as a result of the modified retrospective adoption of Accounting Standards Update No. 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts and related amendments” (“LDTI”).
Pay versus Performance Table
| Compensation Actually Paid versus Net Income |
Pay versus Performance Table
| 70 | |
Pay versus Performance Table
Compensation Actually Paid and Distributable Cash Flow The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Distributable Cash Flow during each of the four most recently completed fiscal years.
Pay versus Performance Table
| Compensation Actually Paid versus Distributable Cash Flow |
Pay versus Performance Table
Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to Peer Group TSR over the same period.
Pay versus Performance Table
| Kemper TSR versus Peer Group TSR |
Pay versus Performance Table
| 2024 PROXY STATEMENT | 71 |
Pay versus Performance Table
Tabular List of Most Important Performance Measures The following table presents the financial performance measures that the Company considers to be the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
Pay versus Performance Table
| Distributable Cash Flow | | Adjusted Operating Income | | Relative Total Shareholder Return | | Adjusted Return on Equity | | Revenue |
Pay versus Performance Table
| 72 | |
Pay versus Performance Table
| PROPOSAL 3 | | Vote to Approve the Amended and Restated Kemper Corporation 2023 Omnibus Plan |
Burn Rate, Outstanding Equity Awards, and Overhang & Dilution
Burn Rate, Outstanding Equity Awards, and Overhang & Dilution In considering the number of shares of Common Stock to include in the 2023 A&R Plan, the Board reviewed information and recommendations provided by the HR&CC’s independent compensation consultant and considered current trends and industry practices relating to plan features and share authorizations. The Board is aware of the impact of dilution on shareholders and considered the size of the share authorization under the 2023 A&R Plan carefully in the context of the need to provide a program that effectively attracts and retains individuals to serve the Company, and facilitates development of their sense of ownership and alignment with other shareholders. Among the information considered were the potential effects of the 2023 A&R Plan on burn rate and share dilution. Burn Rate Burn rate measures how fast companies use shares authorized and reserved for awards under their equity compensation plans, an important consideration in assessing potential shareholder dilution. Burn rate is the number of equity awards granted by a company in a particular year divided by the weighted average number of shares of the Company’s common stock outstanding. The Company’s burn rates for the past three years are shown in the table below. Full-value awards (awards other than stock appreciation rights (“SARs”) and stock options) have been counted as three shares of Common Stock when calculating the burn rate, and performance shares have been excluded in the year of grant but included in the burn rate calculation in the year earned.
Burn Rate, Outstanding Equity Awards, and Overhang & Dilution
| 74 | |
Burn Rate, Outstanding Equity Awards, and Overhang & Dilution
| Year | Stock Options Granted | Restricted Stock Units Granted | Performance Share Units Earned | Total Shares Granted | Weighted Average # of Common Shares Outstanding | Burn Rate | | 2023 | 239,026 | 254,991 | 480 | 494,497 | 64,025,600 | 0.77% | | 2022 | 537,768 | 531,841 | 113,651 | 1,183,260 | 63,825,500 | 1.85% | | 2021 | 406,553 | 38,375 | 195,847 | 640,775 | 64,264,400 | 1.00% |
Burn Rate, Outstanding Equity Awards, and Overhang & Dilution
Outstanding Equity Awards As of February 15, 2024, there were 1,250,834 full-value awards outstanding, including 637,716 time-based RSUs, 584,738 performance-based RSUs (reflects 100% of the target shares granted), and 28,380 vested deferred stock units under the 2023 Plan and all prior plans. There were also 2,594,899 unexercised stock options outstanding with a weighted average exercise price of $59.13 and weighted average remaining contractual term of 5.65 years. As of February 15, 2024, 1,183,094 shares were available for issuance under the 2023 Plan (the only stock plan under which equity awards can currently be issued). As of February 15, 2024, there were 64,324,385 shares of common stock outstanding. Overhang & Dilution Dilution and overhang are often used interchangeably to measure the potential impact on shareholders as a result of grants made under a company’s equity compensation plans. Overhang is a commonly used measure of assessing the dilutive impact of equity programs such as the 2023 A&R Plan. A company’s plan overhang is equal to the number of equity award shares outstanding plus the number of shares available to be granted under the plan, divided by the total number of outstanding shares of the Company’s Common Stock plus the outstanding award shares and shares available for future issuance under the plan. Overhang represents how much existing shareholder ownership would be diluted if all outstanding awards and all authorized but unissued shares under the 2023 A&R Plan were introduced into market. The share authorization requested under the 2023 A&R Plan, as amended by the Plan Amendment, would result in a fully-diluted overhang of 8.31% as measured currently, which we believe is reasonable and consistent with current practices.