KEMPER CORP (KMPR)
Sector: Financials
2026 Annual Meeting Analysis
KEMPER CORP · Meeting: May 6, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Canida has served since 2018, meaning her full tenure overlaps Kemper's severe stock underperformance — the company's 3-year return of -41% trailed the compensation peer group median of +49.8% by 90.8 percentage points, far exceeding the 20-point trigger; the 5-year check does not provide relief as the 5-year gap of -104.7pp also exceeds the threshold, confirming sustained underperformance.
Mr. Cochran has served since 2015, giving him the longest tenure of any director and full accountability for Kemper's sustained value destruction; the 3-year peer gap of -90.8pp and the 5-year gap of -104.7pp both far exceed the applicable 20-point trigger, leaving no mitigating 5-year track record to downgrade the vote.
Mr. Gorevic joined in 2022, placing him beyond the 24-month new-director exemption; his tenure meaningfully overlaps the underperformance period and the 3-year peer gap of -90.8pp far exceeds the 20-point trigger; 5-year data is not applicable given his tenure length, so the 3-year result governs.
Mr. Johnson has served since 2016, fully overlapping Kemper's period of severe stock underperformance; the 3-year peer gap of -90.8pp and the 5-year gap of -104.7pp both far exceed the applicable 20-point trigger, and no mitigating 5-year track record exists.
Mr. Laderman joined in 2020 and now serves as Independent Chairman, making him particularly accountable for board oversight; his tenure fully covers the 3-year and 5-year measurement windows, and both the 3-year gap of -90.8pp and 5-year gap of -104.7pp far exceed the 20-point trigger with no 5-year mitigant available.
Mr. Parker has served since 2020, giving him tenure that fully overlaps both the 3-year and 5-year measurement windows; Kemper's 3-year peer underperformance of -90.8pp and 5-year underperformance of -104.7pp both far exceed the 20-point trigger, and the 5-year check confirms sustained rather than transient underperformance.
Ms. Whiting has served since 2017, fully overlapping Kemper's prolonged period of severe stock underperformance; the 3-year peer gap of -90.8pp and the 5-year gap of -104.7pp both far exceed the 20-point trigger, and no mitigating 5-year track record of adequate performance exists.
For Analysis
Dr. McKinney joined the board in 2024 and is exempt from the TSR underperformance trigger under the policy's 24-month grace period for new directors, which gives recently appointed directors reasonable time to contribute before being held accountable for prior-period stock performance.
Mr. Paracchini joined in 2023; while his tenure is approaching the boundary of the 24-month exemption, the policy notes that directors joining more than 24 months but less than 3 years ago should be flagged but not automatically voted against if their tenure covers less than half the underperformance period — given he joined during an already-established period of underperformance and his tenure covers only a portion of the 3-year window, a FOR vote is appropriate with this noted as a flag.
Kemper's stock has lost 41% over three years while the company's own compensation peer group gained nearly 50% on average — a gap of over 90 percentage points that far exceeds the policy's 20-point trigger for directors overseeing a company with negative absolute returns. Seven of nine directors have tenures long enough to be held accountable for this sustained underperformance, and the 5-year check confirms the problem is not a recent blip. Two directors (McKinney and Paracchini) are either newly appointed or borderline on tenure and receive favorable votes under the new-director exemption or proportional assessment.
Say on Pay
✓ FORCEO
C. Thomas Evans, Jr.
Total Comp
$3,090,806
Prior Support
82%%
The interim CEO's total compensation of approximately $3.1 million is modest relative to benchmarks for a CEO at a $1.8 billion financial services company, well within acceptable ranges. Short-term incentive payouts for all executives were meaningfully below target (77-83% of target) reflecting the company's below-target financial results, and the 2023 performance stock awards paid out at only 19% of target due to poor stock and operating performance — demonstrating that the incentive structure did punish underperformance. While special retention awards made in October 2025 vest purely based on continued employment without performance conditions, this is a limited and contextually justified response to an extraordinary management transition rather than a structural compensation design flaw, and the prior year Say on Pay support of 82% clears the 70% engagement threshold.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,977,000
Non-Audit Fees
$336,000
Non-audit fees (audit-related fees of $115,000 plus tax fees of $221,000 = $336,000) represent approximately 6.8% of audit fees ($4,977,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.8 billion market-cap company; auditor tenure is not disclosed but the policy requires confirmed data to trigger a No vote, so a FOR vote is appropriate with the absence of tenure disclosure noted.
Overall Assessment
Kemper's 2026 annual meeting ballot presents a company in significant distress — the stock has lost 41% over three years while peers gained 50%, triggering AGAINST votes for seven of nine directors under the TSR underperformance policy; the two exceptions are newly appointed directors who fall within the 24-month grace period. The Say on Pay vote earns a FOR based on a modest interim CEO pay package, below-target incentive payouts that appropriately reflected poor company performance, and 2023 performance awards that paid out at only 19% of target, while the auditor ratification also earns a FOR given negligible non-audit fees and an appropriate Big 4 firm.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing