DEF 14A of KEMPER Corp, Mar 25, 2026

DEF 14A of KEMPER Corp

Filed Mar 25, 2026 · FY20250000860748-26-000030

Open on EDGAR

  1. Director Nominees

    Director Nominees The following provides summary information about each director nominee.

  2. Director Nominees

    | | | | | Current Committee Membership | | | | | | Name and Primary Occupation | | Age | Director Since | AC | GC | HR&CC | IC | RC | | | Teresa A. Canida Principal and Portfolio Manager, Ceeto Capital Group, LLC | 72 | 2018 | | | | C | | | | George N. Cochran Former Chairman, Global Financial Institutions Group, Macquarie Capital | 71 | 2015 | | | | | C | | | Jason N. Gorevic Former Chief Executive Officer, Teladoc Health, Inc. | 54 | 2022 | | | C | | | | | Lacy M. Johnson Partner, Taft Stettinius & Hollister LLP | 73 | 2016 | | | | | | | | Gerald Laderman Former Executive Vice President and Chief Financial Officer, United Airlines Holdings, Inc. | 68 | 2020 | | C | | | | | | Suzet M. McKinney Former Principal & Director of Life Sciences, Sterling Bay Company, LLC | 53 | 2024 | | | | | | | | Alberto J. Paracchini Chief Executive Officer, President and Director of Byline Bank | 55 | 2023 | C | | | | | | | Stuart B. Parker Former President and Chief Executive Officer, USAA | 64 | 2020 | | | | | | | | Susan D. Whiting Former Vice Chair, Nielsen Holdings plc | 69 | 2017 | | | | | |

  3. Director Nominees

    | AC | Audit Committee | IC | Investment Committee | | Member | | GC | Governance Committee | RC | Risk Committee | C | Chair | | HR&CC | Human Resources and Compensation Committee | | Independent | | |

  4. Director Nominees

    | 2026 PROXY STATEMENT | 5 |

  5. 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 12. 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

  6. Key Characteristics Represented on the Board

    | Director Skills and Experience Matrix | | | | | | | | | | | Experience | Canida | Cochran | Gorevic | Johnson | Laderman | McKinney | Paracchini | Parker | Whiting | | Insurance Industry | | | | | | | | | | | Executive Experience | | | | | | | | | | | Risk Management | | | | | | | | | | | Investment Management | | | | | | | | | | | Accounting/Finance | | | | | | | | | | | Consumer-Focused Business | | | | | | | | | | | Human Capital | | | | | | | | | | | IT/Cyber | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Corporate Responsibility | | | | | | | | | | | Regulatory/Policy | | | | | | | | | | | Business Development | | | | | | | | | |

  7. Key Characteristics Represented on the Board

    | Background | | | | | | | | | | | Independence | | | | | | | | | | | Tenure (years) | 8 | 11 | 4 | 10 | 6 | 2 | 3 | 6 | 9 | | Age | 72 | 71 | 54 | 73 | 68 | 53 | 55 | 64 | 69 |

  8. Key Characteristics Represented on the Board

    | 6 | |

  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.

  10. Director Biographies

    | Teresa A. Canida Committees: Audit, Investment (Chair) Age: 72 Director since: 2018 Skills: •Insurance Industry •Executive Experience •Investment Management •Risk Management •Corporate Governance •Corporate Responsibility •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 •Member, Board of Directors of Cristo Rey Miami High School | | | 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. |

  11. Director Biographies

    | George N. Cochran Committees: HR&CC, Risk (Chair) Age: 71 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. Mr. Cochran’s wide industry experience makes him a particularly effective leader of the Company’s Risk Committee. 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. |

  12. Director Biographies

    | 2026 PROXY STATEMENT | 7 |

  13. Director Biographies

    | Jason N. Gorevic Committees: Governance, HR&CC (Chair) Age: 54 Director since: 2022 Skills: •Executive Experience •Accounting / Finance •Risk Management •Regulatory / Policy •Corporate Governance •Consumer-Focused Business •Business Development •IT / Cyber | CURRENT ROLE •Director, Kemper Corporation, 2022-Present BACKGROUND & PAST EXPERIENCE •Chief Executive Officer and Director, Teladoc Health, Inc. (NYSE: TDOC) (“Teladoc”), 2009-2024 •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 an experienced leader in the health care industry. From 2009 to 2024, he served as 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. |

  14. Director Biographies

    | Lacy M. Johnson Committees: Governance, HR&CC Age: 73 Director since: 2016 Skills: •Insurance Industry •Regulatory / Policy •Human Capital •Corporate Governance •Corporate Responsibility •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) | | | 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 an owner” culture, its corporate responsibility practices, diversity considerations, and other human capital priorities. 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. |

  15. Director Biographies

    | 8 | |

  16. Director Biographies

    | Gerald Laderman Committees: Audit, Governance (Chair), Investment Age: 68 Director since: 2020 Skills: •Executive Experience •Investment Management •Accounting / Finance •Risk Management •Business Development •Human Capital •Corporate Responsibility •IT / Cyber | CURRENT ROLE •Independent Chairman, Kemper Corporation, 2024-Present •Director, Kemper Corporation, 2020-Present BACKGROUND & PAST EXPERIENCE •Executive Vice President and Chief Financial Officer, United Airlines Holdings, Inc. (“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 an experienced executive and business leader and serves as Kemper’s independent Chairman. Mr. Laderman spent more than 30 years at United Airlines, including serving as Executive Vice President and Chief Financial Officer from 2018 to 2023. He retired from United Airlines in 2024. 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 Kemper’s Chairman. Mr. Laderman is the president and a member of the Board of Directors of ISTAT (International Society of Transport Aircraft Traders), a not-for-profit organization for aviation professionals. |

  17. Director Biographies

    | Suzet M. McKinney, DrPH Committees: HR&CC, Risk Age: 53 Director since: 2024 Skills: •Executive Experience •Risk Management •Regulatory / Policy •Human Capital •Corporate Responsibility •Business Development •IT / Cyber | CURRENT ROLE •Director, Kemper Corporation, 2024-Present •Director, Wintrust Financial Corporation, 2021-Present (NASDAQ: WTFC) BACKGROUND & PAST EXPERIENCE •Principal and Director of Life Sciences, Sterling Bay Company, LLC (“Sterling Bay”), 2021-2025 •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. From 2021 to 2025, Dr. McKinney served as Principal and Director of Life Sciences at Sterling Bay, a real estate development company. 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. In 2025, she was nominated to the Board of Trustees of the University of Illinois. 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. |

  18. Director Biographies

    | 2026 PROXY STATEMENT | 9 |

  19. Director Biographies

    | Alberto J. Paracchini Committees: Audit (Chair), Risk Age: 55 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 benefit from his experience in financial matters and his executive leadership gained with a public company operating in a highly regulated industry. This knowledge and expertise positions him to serve as the Chair of the Company’s Audit Committee. His extensive business and executive management experience, understanding of the financial industry, and valuable knowledge of key governance matters are 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 also values his dedicated leadership to the Chicago community. |

  20. Director Biographies

    | Stuart B. Parker Committees: Audit, Investment Age: 64 Director since: 2020 Skills: •Insurance Industry •Executive Experience •Accounting / Finance •Investment Management •Regulatory / Policy •Business Development •Corporate Responsibility •IT / Cyber | CURRENT ROLE •Director, Kemper Corporation, 2020-Present; Lead Director, 2022-2023 •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 served as the Lead Director of the Kemper Board from 2022 to 2023. 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. |

  21. Director Biographies

    | 10 | |

  22. Director Biographies

    | Susan D. Whiting Committees: Governance, HR&CC, Risk Age: 69 Director since: 2017 Skills: •Executive Experience •Risk Management •Regulatory / Policy •Human Capital •Corporate Responsibility •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, the Vice-Chair of the Denison University Board of Trustees and as a trustee for the Chicago Academy of Sciences’ Peggy Notebaert Nature Museum and the Trust for Public Land. 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. |

  23. Director Biographies

    | 2026 PROXY STATEMENT | 11 |

  24. 2025 Annual Non-Employee Director Compensation Program

    2025 Annual Non-Employee Director Compensation Program In November 2024, the HR&CC approved changes to Kemper’s director compensation program for the 2025 compensation year. The following table shows the 2025 non-employee director compensation program:

  25. 2025 Annual Non-Employee Director Compensation Program

    | Board of Directors Compensation Mix | Cash Retainers/Other | | | | Annual Non-Chair Retainer: $95,000 | Independent Chairman | | $230,000 | | Annual Restricted Stock Unit Award: $150,000(1) | | Annual Chair Retainer | Annual Non-Chair Retainer | | | Audit Committee | $40,000 | $15,000 | | | HR&CC | $30,000 | $10,000 | | | Investment and Risk Committees | $20,000 | $10,000 | | | Governance Committee | $20,000 | $8,000 | | | Charitable Matching Gift Program | Up to $10,000 | |

  26. 2025 Annual Non-Employee Director Compensation Program

    (1)Under the 2025 program, each non-employee director elected at the 2025 Annual Meeting was entitled to receive a restricted stock unit (“Director RSU”) award grant under the Company’s Amended and Restated 2023 Omnibus Plan (“Omnibus Plan”) covering shares of Common Stock with a grant date value of $150,000. In addition, a new director joining the Board before or after the 2025 Annual Meeting was entitled to receive a Director RSU award in the amount of the grant date value of $150,000 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 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 60. Terms of 2025 Awards Under the compensation program in effect in 2025, the Director RSUs granted to non-employee directors provide the holder with the right to receive one share of Common Stock for each Director RSU awarded with vesting to occur 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.

  27. 2025 Annual Non-Employee Director Compensation Program

    | 24 | |

  28. 2025 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 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 minimum ownership level within five years. As of December 31, 2025, 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.

  29. 2025 Annual Non-Employee Director Compensation Program

    | 2026 PROXY STATEMENT | 25 |

  30. 2025 Annual Non-Employee Director Compensation Program

    2025 Director Compensation Table The following table shows the compensation earned in 2025 based on the non-employee director compensation program in effect for 2025. 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 24.

  31. 2025 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 | 130,000 | 150,000 | 15,669 | 295,669 | | George N. Cochran | 125,000 | 150,000 | 35,260 | 310,260 | | Jason N. Gorevic | 123,000 | 150,000 | 22,655 | 295,655 | | Lacy M. Johnson | 113,000 | 150,000 | 22,111 | 285,111 | | Gerald Laderman | 275,000 | 150,000 | 15,487 | 440,487 | | Suzet M. McKinney | 115,000 | 150,000 | 3,906 | 268,906 | | Alberto J. Paracchini | 145,000 | 150,000 | 12,423 | 307,423 | | Stuart B. Parker | 120,000 | 150,000 | 20,231 | 290,231 | | Susan D. Whiting | 133,000 | 150,000 | 17,486 | 300,486 |

  32. 2025 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 60. (2)The amounts shown represent the aggregate grant date fair values of the annual Director RSU awards granted to the designated directors on May 7, 2025; grant date fair values for these awards were based on the grant date closing price of $61.61 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. For each non-employee director, the following table shows the total number of outstanding Director RSUs and DSUs held as of December 31, 2025:

  33. 2025 Annual Non-Employee Director Compensation Program

    | Name | Outstanding DSUs as of 12/31/25 | Outstanding Director RSUs as of 12/31/25 | | Teresa A. Canida | — | 5,000 | | George N. Cochran | 7,220 | 13,086 | | Jason N. Gorevic | — | 10,458 | | Lacy M. Johnson | 4,300 | 5,000 | | Gerald Laderman | — | 2,435 | | Suzet M. McKinney | — | 2,435 | | Alberto J. Paracchini | — | 7,933 | | Stuart B. Parker | — | 7,933 | | Susan D. Whiting | 1,420 | 5,000 |

  34. 2025 Annual Non-Employee Director Compensation Program

    (3)The amounts shown represent dividend equivalents paid in connection with DSUs held and RSUs that vested in 2025 and charitable matching gifts for those directors participating in the Company’s charitable matching program for non-employee directors.

  35. 2025 Annual Non-Employee Director Compensation Program

    | 26 | |

  36. Positioning Kemper for Long-Term Value

    Positioning Kemper for Long-Term Value

  37. Positioning Kemper for Long-Term Value

    | Net Income Attributable to Kemper | | | | Adjusted Consolidated Net Operating Income* | | | | | 2024 | | 2025 | | 2024 | | 2025 | | | $317.8 million | | $143.3 million | | $381.5 million | | $225.5 million | | | Trailing 12-Month Operating Cash Flow | | | Holding Company Liquidity | | Book Value Per Share | | | | | 2025 | | | 2025 | 2024 | | 2025 | | | ~$585 million | | | >$1.0 billion | $43.68 | | $45.71 (+5% YoY) |

  38. Positioning Kemper for Long-Term Value

    * Non-GAAP financial measure. For more information, please refer to Appendix A-1.

  39. Key Achievements in 2025

    Pay Delivery and Performance Alignment Kemper’s executive compensation program is designed to attract, motivate and retain the talent the Company needs to be successful. Kemper provides competitive compensation structured to incentivize performance in support of the Company’s strategy, and reward executives for achieving the desired financial results and increased shareholder value. The annual compensation program for the NEOs consists of a fixed salary component, an annual cash incentive award component that varies based on performance under the Company’s short-term incentive plan (“STI Plan”), and an equity award based on multi-year financial metrics, retention with the organization, and stock price appreciation under the long-term incentive plan (“LTI Plan”). 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. The HR&CC believes compensation based on performance, including awards under the STI Plan and LTI Plan, is an effective means of driving successful and shareholder-focused performance.

  40. Key Achievements in 2025

    | What We Do | | What We Do Not Do | | | | Pay Executives Competitively: Executive compensation is reviewed annually against 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 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: 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. | | | Engage with Shareholders to Align Compensation Plans with Shareholder Interests: We engage with shareholders and are open to investor perspectives regarding our compensation program. | | 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 for continuing NEOs include annual executive physicals, financial planning services and additional insurance coverages. | | | | | No Excessive Risk Taking: The Company’s compensation plans are designed to not encourage or reward executives for excessive risk taking. |

  41. Key Achievements in 2025

    2025 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 HR&CC 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 vary 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.

  42. Key Achievements in 2025

    | | 2025 STI Plan Weighting | | | | NEO | Adjusted Operating Income | Distributable Cash Flow | Qualitative Factors | | C. Thomas Evans, Jr. | 40% | 20% | 40% | | Bradley T. Camden | 45% | 25% | 30% | | John M. Boschelli | 45% | 25% | 30% | | Matthew A. Hunton | 45% | 25% | 30% | | Laura A. Rock | 40% | 20% | 40% |

  43. 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:

  44. STI Performance Factors

    | Metrics | How it is 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 and LAE •Additional significant unusual or nonrecurring 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 the amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses and LAE •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 |

  45. 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.

  46. STI Plan Targets

    STI Plan Targets In early 2025, the HR&CC determined the NEO target opportunities for payouts under the STI Plan. Each current NEO’s target STI Plan payout is expressed as a percentage of annual base salary, which is set at a level to provide competitive total direct compensation.

  47. STI Plan Targets

    | NEO | STI Target as a % of Base Salary | | C. Thomas Evans, Jr. | 90% | | Bradley T. Camden | 125% | | John M. Boschelli | 125% | | Matthew A. Hunton | 125% | | Laura A. Rock | 90% |

  48. 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. In setting the threshold, target and maximum levels for 2025, the HR&CC took into account expected results under the Company’s annual financial plan. The actual amount achieved in 2025 for the distributable cash flow metric reflects net dividends paid to Kemper by subsidiaries that were greater than plan, which were used to return capital to shareholders in the form of stock repurchases in 2025.

  49. Actual Performance Metrics Results

    | | 2025 STI Performance Factors | | | | | | Performance Factor | Threshold | Target | Maximum | 2025 Actual | Payout % | | Adjusted Operating Income | $275m | $350m | $375m | $213m | —% | | Distributable Cash Flow | $300m | $350m | $400m | $689m | 200% |

  50. Actual Performance Metrics Results

    For additional detail on the calculation of adjusted operating income and distributable cash flow, please see Appendix A-2.

  51. Actual Performance Metrics Results

    | 2026 PROXY STATEMENT | 37 |

  52. 2025 STI Plan Payouts

    2025 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 STI Plan payouts reflected below for 2025 for the continuing NEOs. The HR&CC believes the payout amounts, which are substantially below target, appropriately reflect the Company’s 2025 financial results that were below target levels of profitability.

  53. 2025 STI Plan Payouts

    | NEO | 2025 STI Target ($) | 2025 STI Payout ($) | % of Target | | C. Thomas Evans, Jr. | 505,000 | 395,000 | 78% | | Bradley T. Camden | 718,750 | 580,000 | 81% | | John M. Boschelli | 625,000 | 480,000 | 77% | | Matthew A. Hunton | 718,750 | 555,000 | 77% | | Laura A. Rock | 450,000 | 375,000 | 83% |

  54. 2025 STI Plan Payouts

    Equity-Based Compensation Awards for 2025 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 HR&CC 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. For 2025, grants under the LTI Plan were delivered in the form of PSUs, stock options and RSUs, with the following key elements to drive Kemper’s performance and align with shareholder interests:

  55. 2025 STI Plan Payouts

    | PSUs | •2025-2027 performance period •Vest at the end of the performance period based upon attainment of the following goals: •Adjusted Tangible Book Value Per Share Growth, with a Relative TSR modifier •Adjusted Return on Equity | | Stock Options | •Only have value if Kemper stock price increases from grant date •Vest in 1/3 annual increments with 10-year maximum term | | RSUs | •Value fluctuates based on Kemper’s stock price •Vest in 1/3 annual increments |

  56. 2025 STI Plan Payouts

    2025 Equity Award Methodology The 2025 equity awards on average for all currently serving NEOs were allocated 60% in PSUs, 20% in stock options and 20% in RSUs, 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 HR&CC followed a target-value approach, with the equity award value based on several factors, including a percentage of base salaries. The table below sets forth the aggregate target award value, as of the date of grant, of the awards received by each continuing NEO under the 2025 LTI Plan.

  57. 2025 STI Plan Payouts

    | C. Thomas Evans, Jr. | 950,000 | | Bradley T. Camden | 1,294,000 | | John M. Boschelli | 1,125,000 | | Matthew A. Hunton | 1,294,000 | | Laura A. Rock | 950,000 |

  58. 2025 STI Plan Payouts

    Information about the 2025 equity grants to Mr. Lacher and Mr. Sanders can be found in the section Management Transition - Compensation Arrangements.

  59. 2025 STI Plan Payouts

    | 2026 PROXY STATEMENT | 39 |

  60. 2025 STI Plan Payouts

    Adjusted Tangible Book Value Growth Per Share - A New LTI Plan Metric in 2025 In 2025, the HR&CC conducted a comprehensive review of the components of the LTI Plan to design a program that was appropriately aligned with the Committee’s priorities: •long-term value creation, •confirming the link between compensation and executive performance, and •retaining executive talent. After this review, the Committee concluded that it was appropriate to replace the Company’s PSU metric based on total shareholder return relative to a benchmark (“rTSR”) with a new metric: Adjusted Tangible Book Value Per Share Growth (“TBVPSG”). The HR&CC believes that growth in tangible book value is an effective measure of the value created by a management team and, considered over time, is one of the primary drivers of shareholder value. In addition, this measure encourages management to focus on intrinsic value creation, which ultimately benefits shareholders. While the Committee believes that a focus on long-term intrinsic value is best aligned to long-term value creation, a key element of the Company’s compensation philosophy continues to be the alignment of compensation with shareholder experience. For this reason, the TBVPSG PSUs also include an rTSR modifier. More detail on these metrics is included below. PSU Awards Granted in 2025 Two-thirds of the PSU awards granted to the NEOs in February 2025 were based on TBVPSG with an rTSR modifier and one-third was 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 February 2025 (“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. The HR&CC established the performance goals for each PSU award to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable with strong performance, while payouts at the maximum levels were designed to be stretch goals. PSUs Based on TBVPSG with a Relative TSR Modifier For PSUs based on TBVPSG, the determination of vesting will be based on the Company’s TBVPSG over a three-year performance period ending on December 31, 2027. Adjusted Tangible Book Value Per Share Growth is calculated by measuring the growth in adjusted tangible book value from the start of the performance period to the end of the performance period. Adjusted tangible book value means total shareholder’s equity adjusted to exclude certain intangible assets and other adjustments. Additional detail on the calculation of this measure is provided below in the section Definitions Used in Kemper’s PSU Awards. The number of Target Shares, if any, and the number of Additional Shares, if any, that vest as a result of satisfying the TBVPSG metric will be adjusted by a percentage factor determined with reference to Kemper’s rTSR percentile rank at the end of the performance period. If Kemper’s rTSR performance is equal to the 80th percentile or higher, NEOs will receive an additional 10% of Award Shares. If Kemper’s rTSR performance is below the 20th percentile, NEOs will receive 10% fewer Award Shares. If Kemper’s rTSR performance is between the 20th and 80th percentiles, the rTSR modifier will not apply and no adjustment will be made. Kemper’s rTSR will be determined based on the Company’s total shareholder return (“TSR”) over a three-year performance period ending on December 31, 2027 relative to a peer group comprised of all companies in the S&P 1500 Composite 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. Additional detail on the calculation of this measure is provided below in the section Definitions Used in Kemper’s PSU Awards.

  61. 2025 STI Plan Payouts

    | 40 | |

  62. 2025 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 (“Adjusted ROE”) over a three year performance period ending on December 31, 2027. 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 8.5%. Additional detail on the calculation of this measure is provided below in the section Definitions Used in Kemper’s PSU Awards. 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:

  63. 2025 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 (%) | | 10% | 200% | | 8.5% | 100% | | 7% | 50% | | Below 7% | 0% |

  64. 2025 STI Plan Payouts

    Definitions Used in Kemper’s PSU Awards

  65. 2025 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 and LAE (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 Changes in Discount Rate on Future Life Policyholder Benefits (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. |

  66. 2025 STI Plan Payouts

    | 2026 PROXY STATEMENT | 41 |

  67. 2025 STI Plan Payouts

    | Expected Catastrophe Losses and LAE, 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 Discount Rate on Future Life Policyholder Benefits - the Shareholders’ Equity impact of Changes in Discount Rate on Future Life Policyholder Benefits as reported in the Company’s management reports. “Adjusted TBV” means the Total Shareholders’ Equity as reported in the Company’s financial statements at a respective date, adjusted to exclude the after-tax impacts of the following items, in each case as reflected in the Company’s financial statements or management reports, as applicable: •Net Unrealized Gains and Losses on Fixed Maturity Securities; •Changes in Discount Rate on Future Life Policyholder Benefits; •Total Intangible Assets; and •Total Goodwill Balance. “Beginning Adjusted TBV” means the Adjusted TBV at the start date of the performance period. “Beginning Adjusted TBV Per Share” means the Beginning Adjusted TBV divided by the total number of shares of the Common Stock issued and outstanding as of the start date of the performance period. “Ending Adjusted TBV” means the Adjusted TBV at the End Date, adjusted for the after-tax impact of the following items, calculated on a cumulative basis over the performance period: •Adjust for dilution from repurchase of shares of the Common Stock; and •Adjust for the impact of Acquisition Dilution; and •The following adjustments to Net Income (Loss) over the performance period: •Adjust the amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses and LAE; •Adjust Net Realized Gains on Sales of Investments and Net Impairment Losses Recognized in Earnings to equal Expected Net Realized Gains on Sales of Investments and Expected Net Impairment Losses Recognized in Earnings; •Adjust Change in Fair Value of Equities and Convertible Securities to equal Expected Change in Fair Value of Equities and Convertible Securities; •Increase by acquisition and disposition related transaction, integration, restructuring and other costs; •Increase by costs associated with debt extinguishment, pension settlement or similar charges; •Exclude the impact of “Non-Core Operations” as identified in the Company’s financial statements; •Increase by amortization and impairment of Total Intangible Assets; •Adjust for significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and •Adjust for additional significant unusual or nonrecurring items as permitted by the Plan. “Ending Adjusted TBV Per Share” means the Ending Adjusted TBV divided by the number of shares of the Common Stock issued and outstanding as of the End Date increased by the total number of Common Shares, if any, repurchased during the performance period. “TBVPSG” means the Company’s growth in Adjusted Tangible Book Value Per Share over the performance period calculated in accordance with the following formula and expressed in dollars: Ending Adjusted TBV Per Share + Three-Year Cumulative Dividends Paid Per Share - Beginning Adjusted TBV Per Share “Three-Year Cumulative Dividends Paid Per Share” means the total amount of dividends per share paid to shareholders of Common Stock during the performance period. |

  68. 2025 STI Plan Payouts

    | 42 | |

  69. 2025 STI Plan Payouts

    Additional Information Relating to PSU Awards Where performance falls between the levels referred to 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 2025 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. Annual Grant of RSUs in 2025 Since 2023, RSU grants to the NEOs have been a part of Kemper’s executive compensation program. 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 us in attracting and retaining talented executives. RSUs granted in 2025 will vest in one-third increments, subject to the NEO’s continued employment through the applicable vesting date. 2025 Executive Retention Awards In light of the significant leadership changes that occurred during 2025, the HR&CC determined that it would be appropriate to address retention concerns for the remaining members of executive leadership. Working with FW Cook, its independent consultant, the Committee made retention awards of time-based RSUs to each of the Company’s executive officers. These retention awards will vest in two equal annual installments on the first two anniversaries of the grant date in order to support continuity of management during the leadership transition. The terms of these awards do not incorporate any provisions for retirement vesting. The award made to Mr. Evans reflects his service as the Company’s Interim CEO. The table below shows the retention awards made to the participating NEOs, which are reflected in the 2025 Summary Compensation Table found on page 50:

  70. 2025 STI Plan Payouts

    | NEO | 2025 Retention Award ($) | | C. Thomas Evans, Jr. | 1,000,000 | | Bradley T. Camden | 775,000 | | John M. Boschelli | 675,000 | | Matthew A. Hunton | 775,000 | | Laura A. Rock | 575,000 |

  71. 2025 STI Plan Payouts

    2023 PSU Awards Paid Out at 19% of Target Each of our NEOs received PSU awards in 2023, two-thirds of which were based on rTSR and one-third of which were based on Three-Year Adjusted ROE. For the rTSR PSUs for the 2023-2025 Performance Period, the Company’s performance failed to meet the minimum threshold for funding. Accordingly, the rTSR PSUs were forfeited and resulted in no payment to the executive leadership team. For the performance cycle that concluded at the end of 2025, the Company achieved a Three-Year Adjusted ROE of 6.2%, which met the minimum threshold of 6.0% for funding the Three-Year Adjusted ROE PSUs. As a result, on the vesting date, January 31, 2026, 58% of the Adjusted ROE PSU Target Shares vested; this resulted in a 19% payout of the value of the Target Shares associated with these PSU awards.

  72. 2025 STI Plan Payouts

    | 2026 PROXY STATEMENT | 43 |

  73. 2025 STI Plan Payouts

    Under the terms of the Adjusted ROE awards made in 2023, payouts were determined based on the following levels:

  74. 2025 STI Plan Payouts

    | Three-Year Adjusted ROE (%) 2023-2025 | Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Units (%) | | 9.0 | 200% | | 7.5 | 100% | | 6.0 | 50% | | Below 6.0 | 0% |

  75. 2025 STI Plan Payouts

    As a result of achieving a 6.2% Adjusted ROE, the NEOs received the following number of shares: Evans (1,777); Camden (1,452); Boschelli (2,221); Hunton (1,876). Because each was eligible for retirement vesting of equity awards at the time of separation, Mr. Lacher and Mr. Sanders received 12,961 and 2,666 shares, respectively. For additional detail on the calculation of Three-Year Adjusted ROE, please see Appendix A-2. 2024 Performance Retention Awards In early 2024, Kemper made a special retention award to the NEOs (other than the then-serving CEO) in the form of performance-based RSUs. The HR&CC believed this was the best means to retain and engage management during the turnaround period. The awards included two different financial metrics that required Kemper to achieve strong profitability and top-line growth, being measured at one and two years following the grant. Assuming both performance metrics were achieved, shares would vest over three years. As disclosed in last year’s proxy statement, the first performance hurdle was achieved and one-third of the shares vested in 2025. The second performance hurdle, relating to number of policies in-force for Kemper Auto, was measured at the end of 2025 and it was not met. Therefore, the second two-thirds of the shares were forfeited. Management Transition - Compensation Arrangements As noted above, in 2025, Mr. Lacher, former President and CEO, and Mr. Sanders, former Executive Vice President and Chief Claims Officer, P&C, each separated from the Company. Each ceased to serve as executive officers of the Company but continued to serve in an advisory role until December 31, 2025. Please see below for a description of 2025 compensation that was approved for Mr. Lacher and Mr. Sanders prior to their separation from the Company.

  76. 2025 Short-Term Incentive Plan

    2025 Short-Term Incentive Plan For 2025, the STI Plan target for Mr. Lacher was 160% of his annual base salary. The weightings of performance metrics under the STI Plan for Mr. Lacher were as follows: 50% for Adjusted Operating Income, 30% for Distributable Cash Flow, and 20% for qualitative factors. In the Separation and Release Agreement entered into with Mr. Lacher, the Company agreed to pay Mr. Lacher an amount under the STI Plan determined after consideration of actual achievement with respect to the applicable financial goals and target achievement of the applicable strategic goals, which was $1,760,000. This was equal to Mr. Lacher’s STI Plan target. Payment of this amount was made at the same time as payments to other NEOs under the STI Plan. For 2025, the STI Plan target for Mr. Sanders was 125% of his annual base salary. The weightings of performance metrics under the STI Plan for Mr. Sanders were as follows: 45% for Adjusted Operating Income, 25% for Distributable Cash Flow, and 30% for qualitative factors. In the Separation and Release Agreement entered into with Mr. Sanders, the Company agreed to pay Mr. Sanders an amount calculated in accordance with the STI Plan, taking into account the actual results under the STI Plan’s performance metrics and the individual factors associated with Mr. Sanders’ performance in 2025. Following the determination in early February 2026 by the HR&CC, an STI Plan payout of $535,000 was made to Mr. Sanders, which equaled 71% of his STI Plan target.

  77. 2025 Short-Term Incentive Plan

    | 44 | |

  78. Equity-Based Compensation Awards for 2025

    Equity-Based Compensation Awards for 2025 In February 2025, the HR&CC approved an equity award for Mr. Lacher with a total grant date fair value of $5.4 million, of which $3.0 million was in the form of PSUs, $1.0 million was in the form of RSUs and $1.4 million was in the form of stock options. In February 2025, the HR&CC approved an equity award for Mr. Sanders with a total grant date fair value of $1.4 million, of which $0.77 million was in the form of PSUs, $0.27 million was in the form of RSUs and $0.35 million was in the form of stock options. Mr. Lacher’s and Mr. Sanders’ 2025 equity awards were determined by the HR&CC, with input from the Chairman in the case of Mr. Lacher and Mr. Lacher in the case of Mr. Sanders, input from FW Cook, the Committee’s consultant, based on, among other factors, their overall performance in 2024, their performance on the 2024 non-financial objectives approved by the Board, and total compensation for comparable executives within the Company’s peer group. 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 process, 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. Additional information relating to grants of options (and corresponding SARs) can be found under the heading Policies and Practices Related to the Grant of Certain Equity Awards, found on page 58. 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, promotion 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 an array of benefits to our employees, including those listed below: •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

  79. 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 2025. 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 HR&CC. FW Cook provided 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 2025 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 2025, 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.

  80. Compensation Competitive Analysis

    Compensation Competitive Analysis As part of its executive compensation review for 2025, 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 executive 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 2025. The 2025 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 versus the Company were considered when the group was selected. For the 2025 Peer Group, two companies were added (Root and Safety Insurance Group) and two companies were removed (American Equity and First American) from the prior year peer group. Root and Safety were added because of the similarities between their businesses and the Company’s. American Equity was removed after its acquisition and First American was removed because of the differences between its primary businesses and the Company’s.

  81. Compensation Tables 2025

    | 2025 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 ($)(7) | Total ($) | | C. Thomas Evans, Jr., Interim Chief Executive Officer, Secretary and General Counsel | 2025 | 561,154 | — | 1,733,978 | 248,626 | 395,000 | 93,938 | 58,110 | 3,090,806 | | | 2024 | | | | | | | | | | | 2023 | | | | | | | | | | Bradley T. Camden Executive Vice President and Chief Financial Officer | 2025 | 575,000 | — | 1,774,718 | 338,631 | 580,000 | — | 34,341 | 3,302,690 | | | 2024 | 558,846 | — | 2,312,203 | 336,728 | 1,400,000 | — | 23,974 | 4,631,751 | | | 2023 | 425,000 | 600,000 | 730,526 | 96,629 | — | — | 17,767 | 1,869,922 | | John M. Boschelli, Executive Vice President and Chief Investment Officer | 2025 | 500,000 | — | 1,544,227 | 294,417 | 480,000 | — | 51,673 | 2,870,317 | | | 2024 | 500,000 | — | 2,167,152 | 292,824 | 1,100,000 | 31,885 | 42,046 | 4,133,907 | | | 2023 | 500,000 | — | 979,372 | 291,570 | 550,000 | 110,755 | 35,427 | 2,467,124 | | Matthew A. Hunton, Executive Vice President and President, Kemper Auto | 2025 | 575,000 | — | 1,774,718 | 338,631 | 555,000 | — | 49,435 | 3,292,784 | | | 2024 | 566,923 | — | 2,512,202 | 336,728 | 1,400,000 | — | 35,652 | 4,851,505 | | | 2023 | 500,000 | — | 827,029 | 246,213 | 650,000 | — | 34,777 | 2,258,019 | | Laura A. Rock, Executive Vice President, Chief Human Resources Officer | 2025 | 500,000 | — | 1,308,977 | 248,626 | 375,000 | — | 47,575 | 2,480,178 | | Joseph P. Lacher, Jr., Former President and Chief Executive Officer | 2025 | 1,100,000 | — | 4,055,811 | 1,373,886 | 1,760,000 | — | 106,238 | 8,395,935 | | | 2024 | 1,091,154 | — | 5,372,492 | 1,626,714 | 3,256,000 | — | 110,240 | 11,456,600 | | | 2023 | 1,000,000 | — | 4,399,946 | 1,700,766 | 1,360,000 | — | 73,934 | 8,534,646 | | Duane A. Sanders, Former Executive Vice President, Chief Claims Officer, P&C | 2025 | 600,000 | — | 1,042,919 | 353,291 | 535,000 | — | 43,252 | 2,574,462 | | | 2024 | 600,000 | — | 2,560,535 | 351,381 | 1,000,000 | — | 36,901 | 4,548,817 | | | 2023 | 600,000 | — | 1,175,170 | 349,883 | 650,000 | — | 35,377 | 2,810,430 |

  82. Compensation Tables 2025

    | Grants of Plan-Based Awards in 2025 | | | | | | | | | | | | | | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($/Sh)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | C. Thomas Evans, Jr. | 2/4/2025 | Stock Options | | | | | | | | 11,516 | 66.00 | 248,626 | | | 2/4/2025 | PSU | | | | 2,591 | 5,758 | 12,667 | | | | 365,921 | | | 2/4/2025 | PSU | | | | 1,439 | 2,879 | 5,758 | | | | 178,009 | | | 2/4/2025 | RSU(4) | | | | | | | 2,879 | | | 190,014 | | | 12/1/2025 | RSU(5) | | | | | | | 24,589 | | | 1,000,035 | | | | Annual Incentive | 151,500 | 505,000 | 1,010,000 | | | | | | | | | Bradley T. Camden | 2/4/2025 | Stock Options | | | | | | | | 15,685 | 66.00 | 338,631 | | | 2/4/2025 | PSU | | | | 3,529 | 7,843 | 17,254 | | | | 498,423 | | | 2/4/2025 | PSU | | | | 1,960 | 3,921 | 7,842 | | | | 242,435 | | | 2/4/2025 | RSU(4) | | | | | | | 3,922 | | | 258,852 | | | 12/1/2025 | RSU(5) | | | | | | | 19,056 | | | 775,008 | | | | Annual Incentive | 251,563 | 718,750 | 1,437,500 | | | | | | | | | John M. Boschelli | 2/4/2025 | Stock Options | | | | | | | | 13,637 | 66.00 | 294,417 | | | 2/4/2025 | PSU | | | | 3,068 | 6,819 | 15,001 | | | | 433,347 | | | 2/4/2025 | PSU | | | | 1,704 | 3,409 | 6,818 | | | | 210,778 | | | 2/4/2025 | RSU(4) | | | | | | | 3,410 | | | 225,060 | | | 12/1/2025 | RSU(5) | | | | | | | 16,598 | | | 675,041 | | | | Annual Incentive | 218,750 | 625,000 | 1,250,000 | | | | | | | | | Matthew A. Hunton | 2/4/2025 | Stock Options | | | | | | | | 15,685 | 66.00 | 338,631 | | | 2/4/2025 | PSU | | | | 3,529 | 7,843 | 17,254 | | | | 498,423 | | | 2/4/2025 | PSU | | | | 1,960 | 3,921 | 7,842 | | | | 242,435 | | | 2/4/2025 | RSU(4) | | | | | | | 3,922 | | | 258,852 | | | 12/1/2025 | RSU(5) | | | | | | | 19,056 | | | 775,008 | | | | Annual Incentive | 251,563 | 718,750 | 1,437,500 | | | | | | | |

  83. Compensation Tables 2025

    | Grants of Plan-Based Awards in 2025 | | | | | | | | | | | | | | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($/Sh)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | Name | Grant Date(1) | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Securities Underlying Stock Awards (#) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($/Sh)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | Laura A. Rock | 2/4/2025 | Stock Options | | | | | | | | 11,516 | 66.00 | 248,626 | | | 2/4/2025 | PSU | | | | 2,591 | 5,758 | 12,667 | | | | 365,921 | | | 2/4/2025 | PSU | | | | 1,439 | 2,879 | 5,758 | | | | 178,009 | | | 2/4/2025 | RSU(4) | | | | | | | 2,879 | | | 190,014 | | | 12/1/2025 | RSU(5) | | | | | | | 14,139 | | | 575,033 | | | | Annual Incentive | 135,000 | 450,000 | 900,000 | | | | | | | | | Joseph P. Lacher, Jr. | 2/4/2025 | Stock Options | | | | | | | | 63,637 | 66.00 | 1,373,886 | | | 2/4/2025 | PSU | | | | 14,318 | 31,819 | 70,001 | | | | 2,022,097 | | | 2/4/2025 | PSU | | | | 7,954 | 15,909 | 31,818 | | | | 983,653 | | | 2/4/2025 | RSU(4) | | | | | | | 15,910 | | | 1,050,060 | | | | Annual Incentive | 704,000 | 1,760,000 | 3,520,000 | | | | | | | | | Duane A. Sanders | 2/4/2025 | Stock Options | | | | | | | | 16,364 | 66.00 | 353,291 | | | 2/4/2025 | PSU | | | | 3,681 | 8,182 | 18,000 | | | | 519,966 | | | 2/4/2025 | PSU | | | | 2,045 | 4,091 | 8,182 | | | | 252,947 | | | 2/4/2025 | RSU(4) | | | | | | | 4,091 | | | 270,006 | | | | Annual Incentive | 262,500 | 750,000 | 1,500,000 | | | | | | | |

  84. Compensation Tables 2025

    | Outstanding Equity Awards at 2025 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 ($) | | C. Thomas Evans, Jr. | 16,629 | | 43.30 | 2/7/2027 | | | | | | | 19,200 | | 60.00 | 2/6/2028 | | | | | | | 16,164 | | 76.25 | 2/5/2029 | | | | | | | 7,963 | | 77.39 | 2/4/2030 | | | | | | | 10,396 | | 69.74 | 2/2/2031 | | | | | | | 44,119 | | 52.70 | 2/1/2032 | | | | | | | 8,173 | 4,087(1) | 58.73 | 1/31/2033 | | | | | | | 4,161 | 8,324(2) | 57.67 | 2/6/2034 | | | | | | | — | 11,516(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 3,065(4) | 124,255 | | | | | | | | | 1,777(5) | 72,040 | | | | | | | | | 3,121(6) | 126,525 | | | | | | | | | 4,712(7) | 191,024 | | | | | | | | | 10,364(8) | 420,157 | | | | | | | | | 1,900(9) | 77,026 | | | | | | | 1,022(10) | 41,432 | | | | | | | | | 2,082(11) | 84,404 | | | | | | | | | 12,717(12) | 515,547 | | | | | | | | | 2,879(13) | 116,715 | | | | | | | | | 24,589(14) | 996,838 | | | | Bradley T. Camden | 4,702 | — | 66.36 | 10/1/2030 | | | | | | | 4,474 | — | 69.74 | 2/2/2031 | | | | | | | 3,593 | 1,797(1) | 55.66 | 4/3/2033 | | | | | | | 5,982 | 11,965(2) | 57.67 | 2/6/2034 | | | | | | | — | 15,685(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 1,158(4) | 46,945 | | | | | | | | | 671(5) | 27,202 | | | | | | | | | 1,348(4) | 54,648 | | | | | | | | | 781(5) | 31,662 | | | | | | | | | 4,487(6) | 181,903 | | | | | | | | | 6,775(7) | 274,659 | | | | | | | | | 14,117(8) | 572,303 | | | | | | | | | 2,587(9) | 104,877 | | | | | | | 1,158(10) | 46,945 | | | | | | | | | 2,992(11) | 121,296 | | | | | | | | | 13,873(12) | 562,411 | | | | | | | | | 3,922(13) | 158,998 | | | | | | | | | 19,056(14) | 772,530 | | |

  85. Compensation Tables 2025

    | Outstanding Equity Awards at 2025 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 ($) | | John M. Boschelli | 21,246 | — | 76.25 | 2/5/2029 | | | | | | | 10,467 | — | 77.39 | 2/4/2030 | | | | | | | 12,906 | — | 69.74 | 2/2/2031 | | | | | | | 51,234 | — | 52.70 | 2/1/2032 | | | | | | | 10,216 | 5,109(1) | 58.73 | 1/31/2033 | | | | | | | 5,202 | 10,405(2) | 57.67 | 2/6/2034 | | | | | | | — | 13,637(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 3,831(4) | 155,309 | | | | | | | | | 2,221(5) | 90,039 | | | | | | | | | 3,902(6) | 158,187 | | | | | | | | | 5,890(7) | 238,781 | | | | | | | | | 12,274(8) | 497,588 | | | | | | | | | 2,249(9) | 91,174 | | | | | | | 1,278(10) | 51,810 | | | | | | | | | 2,602(11) | 105,485 | | | | | | | | | 13,873(12) | 562,411 | | | | | | | | | 3,410(13) | 138,241 | | | | | | | | | 16,598(14) | 672,883 | | | | Matthew A. Hunton | 1,658 | — | 84.46 | 6/3/2029 | | | | | | | 7,578 | — | 84.46 | 6/3/2029 | | | | | | | 4,962 | — | 77.39 | 2/4/2030 | | | | | | | 4,589 | — | 69.74 | 2/2/2031 | | | | | | | 8,627 | 4,314(1) | 58.73 | 1/31/2033 | | | | | | | 5,982 | 11,965(2) | 57.67 | 2/6/2034 | | | | | | | — | 15,685(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 3,235(4) | 131,147 | | | | | | | | | 1,876(5) | 76,053 | | | | | | | | | 4,487(6) | 181,903 | | | | | | | | | 6,775(7) | 274,659 | | | | | | | | | 14,117(8) | 572,303 | | | | | | | | | 2,587(9) | 104,877 | | | | | | | 1,079(10) | 43,743 | | | | | | | | | 2,992(11) | 121,296 | | | | | | | | | 16,185(12) | 656,140 | | | | | | | | | 3,922(13) | 158,998 | | | | | | | | | 19,056(14) | 772,530 | | | | Laura A. Rock | 4,307 | 8,614(2) | 63.64 | 10/18/2034 | | | | | | | — | 11,516(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 3,230(6) | 130,944 | | | | | | | | | 4,877(7) | 197,714 | | | | | | | | | 10,364(8) | 420,157 | | | | | | | | | 1,900(9) | 77,026 | | | | | | | 4,081(15) | 165,444 | | | | | | | | | 2,154(16) | 87,323 | | | | | | | | | 5,668(12) | 229,781 | | | | | | | | | 2,879(13) | 116,715 | | | | | | | | | 14,139(14) | 573,195 | | |

  86. Compensation Tables 2025

    | Outstanding Equity Awards at 2025 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. | 173,211 | — | 43.30 | 3/31/2026 | | | | | | | 116,667 | — | 60.00 | 3/31/2026 | | | | | | | 118,033 | — | 76.25 | 3/31/2026 | | | | | | | 67,839 | — | 77.39 | 3/31/2026 | | | | | | | 75,280 | — | 69.74 | 3/31/2026 | | | | | | | 156,546 | — | 52.70 | 2/1/2032 | | | | | | | 59,595 | 29,798(1) | 58.73 | 1/31/2033 | | | | | | | 28,900 | 57,801(2) | 57.67 | 2/6/2034 | | | | | | | — | 63,637(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 22,348(4) | 905,988 | | | | | | | | | 12,961(5) | 525,439 | | | | | | | | | 21,675(6) | 878,705 | | | | | | | | | 32,729(7) | 1,326,834 | | | | | | | | | 57,274(8) | 2,321,888 | | | | | | | | | 10,499(9) | 425,629 | | | | | | | 14,451(11) | 585,844 | | | | | | | | | 15,910(13) | 644,991 | | | | 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 | | | | | | | 15,487 | — | 69.74 | 2/2/2031 | | | | | | | 75,523 | — | 52.70 | 2/1/2032 | | | | | | | 12,260 | 6,130(1) | 58.73 | 1/31/2033 | | | | | | | 6,242 | 12,486(2) | 57.67 | 2/6/2034 | | | | | | | — | 16,364(3) | 66.00 | 2/4/2035 | | | | | | | | | | | | | 4,597(4) | 186,362 | | | | | | | | | 2,666(5) | 108,080 | | | | | | | | | 4,682(6) | 189,808 | | | | | | | | | 7,069(7) | 286,577 | | | | | | | | | 14,727(8) | 597,033 | | | | | | | | | 2,700(9) | 109,458 | | | | | | | 1,533(10) | 62,148 | | | | | | | | | 3,122(11) | 126,566 | | | | | | | | | 4,091(13) | 165,849 | | |

  87. Compensation Tables 2025

    | Option Exercises and Stock Vested in 2025 | | | | | | | 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) | | C. Thomas Evans, Jr. | — | — | 8,420 | 582,819 | | Bradley T. Camden | — | — | 10,182 | 703,587 | | John M. Boschelli | — | — | 9,513 | 658,191 | | Matthew A. Hunton | — | — | 11,274 | 779,629 | | Laura A. Rock | — | — | 5,950 | 403,407 | | Joseph P. Lacher, Jr. | 194,515 | 2,502,533 | 7,225 | 502,138 | | Duane A. Sanders | — | — | 11,185 | 773,801 |

  88. Compensation Tables 2025

    | 2025 Pension Benefits | | | | | | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | C. Thomas Evans, Jr. | Pension Plan | — | — | — | | | Pension SERP | 23.7 | 829,028 | — | | Bradley T. Camden | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | John M. Boschelli | Pension Plan | — | — | — | | | Pension SERP | 18.5 | 574,818 | — | | Matthew A. Hunton | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | Laura A. Rock | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | Joseph P. Lacher, Jr. | Pension Plan | — | — | — | | | Pension SERP | — | — | — | | Duane A. Sanders | Pension Plan | — | — | — | | | Pension SERP | — | — | — |

  89. Compensation Tables 2025

    | 2025 Nonqualified Deferred Compensation | | | | | | | Name | Plan Name | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | C. Thomas Evans, Jr. | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 8,196 | — | 64,244 | | Bradley T. Camden | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — | | John M. Boschelli | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 9,983 | — | 71,464 | | Matthew A. Hunton | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — | | Laura A. Rock | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — | | Joseph P. Lacher, Jr. | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | 9,802 | — | 70,167 | | Duane A. Sanders | Deferred Compensation Plan | — | — | — | — | | | Retirement SERP | — | — | — | — |

  90. PSU Awards

    | Potential Payments Upon Termination from a Change In Control (“CIC”), Death/Disability or Retirement at December 31, 2025 | | | | | | | | 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 Outplacement ($)(7) | Total ($) | | C. Thomas Evans, Jr. | | | | | | | | Termination due to Change in Control | 3,760,000 | — | 1,754,936 | 1,353,797 | 110,260 | 6,978,993 | | Death or Disability | — | — | 1,472,444 | 728,624 | 250,000 | 2,451,068 | | Retirement | — | — | 242,551 | 566,824 | — | 809,375 | | Other Termination | — | — | — | — | — | — | | Bradley T. Camden | | | | | | | | Termination due to Change in Control | 3,306,250 | — | 1,662,181 | 1,674,495 | 87,968 | 6,730,894 | | Death or Disability | — | — | 1,354,010 | 811,766 | — | 2,165,776 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — | | John M. Boschelli | | | | | | | | Termination due to Change in Control | 2,875,000 | — | 1,530,831 | 1,656,939 | 98,695 | 6,161,465 | | Death or Disability | — | — | 1,222,660 | 903,111 | 250,000 | 2,375,771 | | Retirement | — | — | 295,537 | 697,628 | — | 993,165 | | Other Termination | — | — | — | — | — | — | | Matthew A. Hunton | | | | | | | | Termination due to Change in Control | 3,306,250 | — | 1,752,706 | 1,763,237 | 87,131 | 6,909,324 | | Death or Disability | — | — | 1,393,178 | 898,865 | 250,000 | 2,542,043 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — | | Laura A. Rock | | | | | | | | Termination due to Change in Control | 2,350,000 | — | 1,172,457 | 996,542 | 85,262 | 4,604,261 | | Death or Disability | — | — | 1,046,550 | 371,354 | — | 1,417,904 | | Retirement | — | — | — | — | — | — | | Other Termination | — | — | — | — | — | — |

  91. 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 for a majority of 2025, with the total compensation of the median employee for 2025. 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, 2025, in accordance with the methodology and components used in the Summary Compensation Table for our NEOs. The 2025 total compensation was determined to be $66,248 for our median employee, ($63,214 base salary plus retirement benefit costs of $3,034), and $8,395,935 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 127 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. This calculation does not reflect an annualization of Mr. Lacher’s compensation since he continued to serve as a senior adviser to the Company until December 31, 2025.

  92. CEO Pay Ratio

    | 64 | |

  93. 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 section starting on page 32.

  94. 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 2021 through 2025. In addition, the table compares our Total Shareholder Return (“TSR”) against peer group TSR using the S&P 1500 Composite Insurance Index.

  95. 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 $100 Investment Based On: | | Net Income ($m)(7) | Distributable Cash Flow ($m)(8) | | | | | Summary Compensation Table Total for Prior PEO ($)(1) | Compensation Actually Paid to Prior PEO($)(2) | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2025 | 3,090,806 | 1,214,093 | 8,395,935 | (5,107,746) | 2,904,086 | 792,179 | 59.07 | 206.61 | 143.3 | 688.9 | | 2024 | — | — | 11,456,600 | 18,442,994 | 4,541,495 | 5,960,008 | 95.23 | 195.70 | 317.8 | 608.9 | | 2023 | — | — | 8,534,646 | 4,496,795 | 2,295,490 | 1,304,381 | 68.41 | 154.07 | (272.1) | 284.3 | | 2022 | — | — | 7,906,538 | 2,186,378 | 2,389,475 | 1,347,367 | 67.38 | 140.14 | (286.6) | 307.9 | | 2021 | — | — | 8,222,255 | (1,227,378) | 2,222,811 | 342,229 | 78.53 | 128.18 | (123.7) | (202.6) |

  96. Pay versus Performance Table

    (1)Amounts in these columns represent the amounts reported for Mr. Evans, our Interim Chief Executive Officer, and 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, and the following adjustments were made to total compensation to determine compensation actually paid:

  97. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Evans ($) | Exclusion of Change in Pension Value for Mr. Evans ($) | Exclusion of Stock Awards and Option Awards for Mr. Evans ($)(a) | Inclusion of Pension Service Cost for Mr. Evans ($) | Inclusion of Equity Values for Mr. Evans ($)(b) | Compensation Actually Paid to Mr. Evans ($) | | 2025 | 3,090,806 | (93,938) | (1,982,604) | — | 199,829 | 1,214,093 |

  98. 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 ($)(b) | Compensation Actually Paid to Mr. Lacher ($) | | 2025 | 8,395,935 | — | (5,429,697) | — | (8,073,984) | (5,107,746) | | 2024 | 11,456,600 | — | (6,999,206) | — | 13,985,600 | 18,442,994 | | 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) |

  99. 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. (3)Amounts in this column represent the average of the amounts reported for the Company’s NEOs as a group, excluding our CEO and the prior CEO, in 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 2025, Evans, Lacher, Camden, Boschelli, Hunton, Rock and Sanders; (ii) for 2024, Lacher, Camden, Boschelli, Hunton and Sanders; (iii) for 2023, Lacher, Camden, Boschelli, Hunton, Sanders and McKinney; (iv) for 2022, Lacher, McKinney, Boschelli, Brooks and Sanders; and (v) for 2021, Lacher, McKinney, Boschelli, Sanders and Sternberg.

  100. Pay versus Performance Table

    | 2026 PROXY STATEMENT | 65 |

  101. Pay versus Performance Table

    (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, and the following adjustments were made to total compensation to determine compensation actually paid:

  102. 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 ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,904,086 | — | (1,803,831) | — | (308,077) | 792,179 | | 2024 | 4,541,495 | — | (2,717,438) | — | 4,135,951 | 5,960,008 | | 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 |

  103. 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. (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.

  104. 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. Evans ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mr. Evans ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Evans ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mr. Evans ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Mr. Evans ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Mr. Evans ($) | Total - Inclusion of Equity Values for Mr. Evans ($) | | 2025 | 1,648,529 | (1,296,745) | — | (151,955) | — | — | 199,829 |

  105. 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 ($) | | 2025 | 2,088,678 | (8,970,027) | — | (1,117,683) | (74,952) | — | (8,073,984) | | 2024 | 9,443,333 | 3,212,364 | — | 1,329,903 | — | — | 13,985,600 | | 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) |

  106. Pay versus Performance Table

    | 66 | |

  107. 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 ($) | | 2025 | 1,352,611 | (1,538,512) | — | (119,100) | (3,076) | — | (308,077) | | 2024 | 3,242,428 | 603,171 | — | 290,352 | — | — | 4,135,951 | | 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) |

  108. 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 five most recently completed fiscal years.

  109. Pay versus Performance Table

    | Compensation Actually Paid versus TSR (based on $100 investment) |

  110. Pay versus Performance Table

    | • | Compensation Actually Paid to CEO | • | Compensation Actually Paid to Former CEO |

  111. Pay versus Performance Table

    | • | Compensation Actually Paid to Other non-PEO NEO's | — — | TSR |

  112. Pay versus Performance Table

    | 2026 PROXY STATEMENT | 67 |

  113. 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 five most recently completed fiscal years.

  114. Pay versus Performance Table

    | Compensation Actually Paid versus Net Income |

  115. Pay versus Performance Table

    | • | Compensation Actually Paid to CEO | • | Compensation Actually Paid to Former CEO |

  116. Pay versus Performance Table

    | • | Compensation Actually Paid to Other non-PEO NEO's | — — | Net Income |

  117. 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 five most recently completed fiscal years.

  118. Pay versus Performance Table

    | Compensation Actually Paid versus Distributable Cash Flow |

  119. Pay versus Performance Table

    | • | Compensation Actually Paid to CEO | • | Compensation Actually Paid to Former CEO |

  120. Pay versus Performance Table

    | • | Compensation Actually Paid to Other non-PEO NEO's | — — | Distributable Cash Flow |

  121. Pay versus Performance Table

    | 68 | |

  122. Pay versus Performance Table

    Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the five most recently completed fiscal years to Peer Group TSR over the same period.

  123. Pay versus Performance Table

    | Kemper TSR versus Peer Group TSR |

  124. Pay versus Performance Table

    | — — | Kemper TSR | — — | Peer Group TSR |

  125. 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 PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  126. Pay versus Performance Table

    | Distributable Cash Flow | | Adjusted Operating Income | | Relative Total Shareholder Return | | Adjusted Tangible Book Value | | Adjusted Return on Equity | | Revenue |

  127. Pay versus Performance Table

    | 2026 PROXY STATEMENT | 69 |

  128. Pay versus Performance Table

    | PROPOSAL 3 | | Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm |