Kemper (KMPR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, an equity plan amendment, and auditor ratification.

• Kemper returned to profitability in 2024, achieving $317.8 million in net income and $381.5 million in adjusted net operating income, with significant growth in its auto business and technology modernization.

• The company emphasizes a pay-for-performance compensation philosophy, aligning executive incentives with shareholder interests and long-term value creation.

• Shareholder engagement and feedback have directly influenced recent changes to executive compensation and corporate governance practices.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, approving executive compensation (say-on-pay), amending the 2023 Omnibus Plan to add 625,000 shares, and ratifying Deloitte & Touche LLP as auditor.

• The board recommends voting FOR all proposals.

• The Omnibus Plan amendment is intended to ensure continued ability to attract and retain key personnel.

• Shareholder proposals and nominations for the 2026 meeting must be submitted between January 7 and February 6, 2026.

Board of directors and corporate governance

• 9 of 10 director nominees are independent; 30% are women and 40% are ethnically diverse.

• Board committees include Audit, Governance, Human Resources & Compensation, Investment, and Risk, all chaired by independent directors.

• The board separated the roles of Chairman and CEO in 2024, with Gerald Laderman serving as independent Chairman.

• Directors are subject to stock ownership guidelines and annual evaluations; board refreshment and diversity are ongoing priorities.