Kemper (KMPR) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 6, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals, including the election of nine independent directors and approval of executive compensation.

• Management transition in 2025 included the appointment of an interim CEO and ongoing search for a permanent CEO.

• Company emphasizes pay-for-performance, shareholder alignment, and retention of executive talent in compensation philosophy.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of nine directors, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2027 meeting must be submitted between January 6 and February 5, 2027.

Board of directors and corporate governance

• Board consists of nine independent directors with diverse backgrounds and skills, including finance, insurance, regulatory, and technology.

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

• Board diversity: 33% women, 44% ethnically diverse.

• Annual board and committee evaluations, director education, and regular refreshment of board membership.

• Stock ownership guidelines require CEO to hold 5x salary, other NEOs 2x, and directors 5x retainer.