•~~review of the integrity of the Company’s financial statements and related disclosures;~~

Voting Roadmap

•~~adequacy of the Company’s internal controls and related disclosures and review of other matters that might impact the Company’s financial statements;~~

•~~major risk exposures of the Company and its related policies and programs, including its enterprise risk management (“ERM”) structure and program;~~

•~~review of the Company’s internal audit function, including concurrence with the appointment and evaluation of its leader and review of its staffing, budget and significant report findings;~~

•~~oversight of procedures related to complaints regarding accounting or auditing matters; and~~

•~~the Company’s compliance with legal and regulatory requirements.~~

~~Audit Committee’s Role in Risk Oversight~~

The Audit Committee has oversight responsibilities pertaining to a number of matters that involve potential risk to the Company, most notably, the Company’s financial reporting and internal controls, certain ERM functions, the internal audit function, accounting or auditing matters reported through the Company’s Corporate Responsibility Hotline, guidelines and policies regarding financial risk assessment and management, and the performance of the Company’s independent auditors. In carrying out these responsibilities, the Audit Committee reviews, for example, the Company’s quarterly and annual financial statements and related SEC disclosures and auditor’s reports and communications, ERM structure and program, major risk exposures (including risks associated with catastrophe losses and mitigation thereof) and management assessments and controls, and internal audit plans and significant findings.

~~The Board has determined that each member of the Audit Committee is independent and financially literate in accordance with the New York Stock Exchange (“NYSE”) Listed Company Manual (“NYSE Listing Standards”) and meets the independence requirements for audit committee membership under the rules of the Securities and Exchange Commission (“SEC”). In addition, the Kemper Board has determined that Messrs. Cochran, Joyce, Laderman and Parker each qualify as an audit committee financial expert under the SEC rules.~~

ITEM 4

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

The Board of Directors recommends that you vote “FOR” Proposal 4.

See Page76

ITEM 5

Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

SEC regulations that took effect in 2011 require companies to provide shareholders with the opportunity every six years to vote on a non-binding, advisory basis for their preference about the frequency of future Say-On-Pay Votes. By voting with respect to this proposal, shareholders may indicate whether they would prefer that the Company conduct future Say-On-Pay Votes once every one, two or three years or they may abstain from voting on this proposal.

The Board of Directors recommends that you vote for the option of a “ONE YEAR” frequency in Proposal 5.

See Page78


6




PROPOSAL 1


Election of Directors

Overview

Shareholders are being asked to elect 11 directors. Directors serve for an annual term or until the election of their successors, or as otherwise provided under the Bylaws. If any of the director nominees for election to the Board at the Annual Meeting named below (“Nominees”) declines or is unable to serve as a director (neither of which is anticipated), the individuals designated as proxies on the proxy card reserve full discretion to vote for any or all other persons who may be nominated. A Nominee will be elected if the number of votes cast “FOR” exceeds the number of votes cast “AGAINST” his or her election.

On February 1, 2023, Robert Joyce notified the Board that he will not stand for re-election at the Annual Meeting. He will continue to serve as a director until he concludes his term at the Annual Meeting. During his tenure on the Board, Mr. Joyce served as both Chairman and Lead Director and, at the conclusion of his term, he will have served on the Board for 11 years.

Required Vote

Under the Company’s Bylaws, if a quorum is present, each Nominee will be elected by the affirmative vote of a majority of the votes cast, meaning the number of shares voted “FOR” a Nominee exceeds the number of shares voted “AGAINST” such Nominee. “Abstentions” and “broker non-votes” are not considered votes cast “FOR” or “AGAINST” the foregoing purpose, and will have no effect on the election of Nominees. If a Nominee who is an incumbent director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Company’s Bylaws require that such director must promptly tender his or her resignation to the Board following certification of the vote.



			The Board of Directors recommends that you vote “FOR” the Election of all Nominees for Director in Proposal 1.


2023 PROXY STATEMENT			7

Election of Directors

Director Nominees

The following provides summary information about each director nominee.


				Current Committee Membership
Name and Primary Occupation		Age	Director Since	AC	GC	HRC	IC	RC
	Teresa A. Canida INDEPENDENT Principal and Portfolio Manager, Cito Capital Group, LLC	69	2018				C
	George N. Cochran INDEPENDENT Former Chairman, Global Financial Institutions Group, Macquarie Capital	68	2015					C
	Kathleen M. Cronin INDEPENDENT Former Senior Managing Director, General Counsel and Corporate Secretary, CME Group Inc.	59	2015
	Jason N. Gorevic INDEPENDENT Chief Executive Officer, Teladoc Health, Inc.	51	2022
	Lacy M. Johnson INDEPENDENT Partner, Taft Stettinius & Hollister LLP	70	2016
	Joseph P. Lacher, Jr. Chairman of the Board, President and Chief Executive Officer, Kemper Corporation	53	2015
	Gerald Laderman INDEPENDENT Executive Vice President and Chief Financial Officer, United Airlines Holdings, Inc.	65	2020
	Alberto J. Paracchini INDEPENDENT Chief Executive Officer, President and Director of Byline Bank	52	2023
	Stuart B. Parker LEAD DIRECTOR, INDEPENDENT Former President and Chief Executive Officer, USAA	61	2020	C
	Christopher B. Sarofim Chairman, Fayez Sarofim & Co.	59	2013
	Susan D. Whiting INDEPENDENT Former Vice Chair, Nielsen Holdings plc	66	2017			C

Audit Committee

Investment Committee

Member

HRC

Human Resources & Compensation Committee

Risk Committee

Chair

Governance Committee


8

Election of Directors

Key Characteristics Represented on Board

The Governance Committee considers and recommends candidates for the Board. Each of the individuals selected to serve as a Nominee meets the standards for Board nominees as described below in the Director Nomination Process section beginning on page 15. The Governance Committee and the Board believe each Nominee has demonstrated 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

Independence

Tenure

Age

Diversity

5 years average

61 years average

Independent

Not independent

<3 years

3-7 years

8-10 years

<60 years

60-65 years

66-70 years

Female

Ethnically diverse


Skills and ~~Certain~~ Experience

Insurance Industry	Investment Management	Human Capital	ESG
Executive Experience	Accounting/Finance	IT/Cyber	Regulatory/Policy
Risk Management	Consumer- Focused Business	Corporate Governance ~~Matters~~	Business Development


2023 PROXY STATEMENT			9

Election of Directors

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 that they should be selected as a Nominee for election to the Board at the Annual Meeting.


Teresa A. Canida
Committees: Audit, Investment (Chair) Age: 69 Director since: 2018 Skills: •Insurance Industry •Executive Experience •Investment Management •Risk Management •Corporate Governance •ESG •Consumer-Focused Business						CURRENT ROLE •Principal and Portfolio Manager, Cito Capital Group, LLC, 2016-Present •Director, Kemper Corporation, 2018-Present BACKGROUND & PAST EXPERIENCE •Chairperson, Taplin, Canida & Habacht LLC •President, Taplin, Canida & Habacht LLC •President, Managing Principal, and Chief Compliance Officer, Taplin, Canida & Habacht LLC •Director, Infinity Property and Casualty Corporation (“Infinity”) (acquired by Kemper in 2018)  •Member, Investment Advisory Council of the Florida State Board of Administration


						REASONS FOR NOMINATION Ms. Canida is a 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 and manager of a multi-billion dollar investment advisory firm. Ms. Canida is an expert in investments, risk management and executive leadership and 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 valuable knowledge about the specialty auto insurance business by virtue of her tenure on the Infinity Board of Directors.


George N. Cochran
Committees: HR & Compensation, Investment, Risk (Chair) Age: 68 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. Mr. Cochran served 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, operational and strategic matters. The Board also values Mr. Cochran’s commitment to boardroom excellence. He is a National Association of Corporate Directors (“NACD”) Governance Fellow and Board Leadership Fellow and has completed NACD’s comprehensive program of study for directors and corporate governance professionals.


10

Election of Directors


Kathleen M. Cronin
Committees: Audit, Governance Age: 59 Director since: 2015 Skills: •Executive Experience •Accounting / Finance •Regulatory / Policy •Human Capital •ESG •IT / Cyber						CURRENT ROLE •Director, Kemper Corporation, 2015-Present BACKGROUND •Senior Managing Director, General Counsel and Corporate Secretary for CME Group Inc. (“CME”), 2002-2022 •Attorney, Skadden, Arps, Slate, Meagher and Flom LLP •Chief Counsel/Corporate Finance, Sara Lee Corporation


						REASONS FOR NOMINATION Ms. Cronin is a senior attorney and business executive with decades of experience in corporate law and corporate governance. Ms. Cronin recently retired as the General Counsel of CME, the world’s leading derivatives marketplace. In her role at CME, Ms. Cronin had oversight responsibility for legal, compliance, internal audit, regulatory advocacy, and risk management functions. She provides Kemper’s Board with an expert’s perspective on operating a public company in a highly-regulated industry. In addition, Ms. Cronin has significant expertise in corporate governance, information security, corporate law, and corporate finance.


Jason N. Gorevic
Committees: HR & Compensation, Risk Age: 51 Director since: 2022 Skills: •Executive Experience •Accounting / Finance •Risk Management •Regulatory / Policy •Corporate Governance •Consumer-Focused Business •Business Development •IT / Cyber						CURRENT ROLE •Chief Executive Officer and Director, Teladoc Health, Inc. (NYSE: TDOC) (“Teladoc”), 2009-Present •Director, Kemper Corporation, 2022-Present BACKGROUND & PAST EXPERIENCE •Various management roles, Elevance Health, Inc. (formerly known as Anthem, Inc. and WellPoint, Inc.), including as President, Empire BlueCross BlueShield •Leadership roles at Oxford Health Plans, Inc., Mail.com, and Gemfinity


						REASONS FOR NOMINATION Mr. Gorevic is the chief executive officer of Teladoc Health, 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 first-hand knowledge of operating a technology-focused, consumer-facing business in a regulated industry is of great benefit to Kemper and its businesses.


2023 PROXY STATEMENT			11

Election of Directors


Lacy M. Johnson
Committees: Governance, HR & Compensation Age: 70 Director since: 2016 Skills: •Insurance Industry •Regulatory / Policy •Human Capital •Government Relations •Corporate Governance •ESG •IT / Cyber						CURRENT ROLE •Partner-in-charge, Public Affairs Strategies Group, Taft Stettinius & Hollister LLP, 2021-Present •Director, Kemper Corporation, 2016-Present •Director, Griffon Corporation (NYSE: GFF), 2019-Present BACKGROUND & PAST EXPERIENCE •Partner, Ice Miller LLP •Attorney, Governmental Relations Services, Sagamore-Bainbridge, Inc. •Director of Security, Indiana State Lottery (liaison with the Indiana General Assembly) •Member, Biden-Harris Transition Team •Member of Vice President Harris’s Midwest Finance Team


						REASONS FOR NOMINATION Mr. Johnson is an attorney and public servant with wide experience in governmental and regulatory affairs. His knowledge of these matters, gained over his 30 years in legal practice, provides the Board with important insight on government relations at the state and federal levels. In addition, Mr. Johnson has provided focused insight on Kemper’s “act like owner” culture, its ESG practices, diversity considerations, and other social issues. 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 in 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.


Joseph P. Lacher, Jr.
Committees: Investment, Risk Age: 53 Director since: 2015 Skills: •Insurance Industry •Executive Experience •Accounting / Finance •Investment Management •Risk Management •Regulatory / Policy •Corporate Governance •Business Development •Human Capital •ESG •Consumer-Focused Business •IT / Cyber						CURRENT ROLE •President & Chief Executive Officer, Kemper, 2015-Present •Chairman of the Board of Directors, Kemper, 2021-Present •Director, Kemper Corporation, 2015-Present BACKGROUND & PAST EXPERIENCE •President, Allstate Protection (a unit of Allstate Corporation) (“Allstate”) •Executive Vice President-Select Accounts, The Travelers Companies, Inc. (“Travelers”) •Executive Vice President-Personal insurance, Travelers


						REASONS FOR NOMINATION Mr. Lacher is Kemper’s President, Chief Executive Officer and Chairman. In this role, he has a deep understanding of the Company’s business, industry, risk management processes, and strategic initiatives. He plays a critical role on Kemper’s Board in acting as a liaison between the Board and the members of the Company’s executive management and operational teams. Mr. Lacher is an experienced insurance industry executive and prior to joining Kemper, he served in leadership positions with Allstate and Travelers. Mr. Lacher serves on the International Board of Directors of the Juvenile Diabetes Research Foundation and is a Trustee of the Field Museum of Natural History.


12

Election of Directors


Gerald Laderman
Committees: Audit, Investment Age: 65 Director since: 2020 Skills: •Executive Experience •Investment Management •Accounting/Finance •Risk Management •Business Development •Human Capital •ESG •IT / Cyber						CURRENT ROLE •Executive Vice President and Chief Financial Officer, United Airlines Holdings, Inc. (“United Airlines”), 2018-Present •Director, Kemper Corporation, 2020-Present BACKGROUND & PAST EXPERIENCE •Senior Vice President and Acting Chief Financial Officer, United Airlines •Senior Vice President-Finance, Procurement & Treasurer, United Airlines •Senior Vice President of Finance & Treasurer, Continental Airlines (merged with United Airlines in 2010) •Attorney, Hughes Hubbard & Reed LLP


						REASONS FOR NOMINATION Mr. Laderman is the Chief Financial Officer of United Airlines and has significant business and executive management experience. 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. Mr. Laderman is a member of the Board of Directors of the Illinois Holocaust Museum and Education Center.


Alberto J. Paracchini
Committees: Audit, Risk Age: 52 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., 2013-Present •Member of the Executive Credit and ALCO Committee of Byline Bank 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 in the Chicago business community. He has extensive experience in the financial services industry and in corporate finance and executive leadership. The Board and the Company will benefit from his experience in financial matters and his executive leadership gained with a public company operating in a highly regulated industry. His extensive business and executive management experience, understanding of the financial industry, and valuable knowledge of key governance matters will be a significant benefit to the Company and the Board.  The Board also values Mr. Paracchini’s dedicated leadership to the Chicago community.


2023 PROXY STATEMENT			13

Election of Directors


Stuart B. Parker
Committees: Audit (Chair), Risk Age: 61 Director since: 2020 Skills: •Insurance Industry •Executive Experience •Accounting / Finance •Investment Management •Regulatory / Policy •Business Development •ESG •IT/ Cyber						CURRENT ROLE •Lead Director, Kemper Corporation, 2022-Present •Director, Kemper Corporation, 2021-Present •Director, HealthEquity, Inc. (NYSE: HQY), 2020-Present BACKGROUND & PAST EXPERIENCE •President & Chief Executive Officer, Member of the Board of Directors, The United Services Automobile Association (“USAA”), 2015-2020 •Chair, Board of Directors, USAA Federal Savings Bank •Chief Operating Officer, USAA, 2014-2015 •Chief Financial Officer, USAA, 2012-2014 •President, Property and Casualty Insurance Group, USAA, 2007-2012 •President, Financial Planning Services, USAA, 2004-2007


						REASONS FOR NOMINATION Mr. Parker is an experienced senior executive and corporate leader in the insurance and financial services industry. He currently serves as the Lead Director of the Kemper Board. Mr. Parker retired as the chief executive officer of USAA, which provides insurance, financial and banking services to military members, veterans and their families. The Kemper Board values his hands-on knowledge in areas such as insurance operations, executive leadership, strategy development, and corporate governance. While at USAA, Mr. Parker also served on the board of Chief Executives for Corporate Purpose, a CEO-led coalition that helps companies focus on social responsibility. The Board also values Mr. Parker’s military service in the U.S. Air Force and as a veteran of Desert Shield and Desert Storm.


Christopher B. Sarofim
Committee: Investment Age: 59 Director since: 2013 Skills: •Executive Experience •Investment Management •Accounting / Finance •Risk Management •Regulatory / Policy •Business Development •Human Capital •ESG •IT / Cyber						CURRENT ROLE •President and Chairman of the Board, Fayez Sarofim & Co. (“FS&C”), 2022-Present •Director, Kemper Corporation, 2013-Present •Director, Flame Acquisition Corp., (NYSE: FLME), 2021-Present BACKGROUND & PAST EXPERIENCE •Vice Chairman, FS&C •Co-manager and a member of Executive, Finance and Investment Committees, FS&C •President, Sarofim International Management Company •Investment Banker, Goldman, Sachs & Co.


						REASONS FOR NOMINATION Mr. Sarofim is a leader in the financial services and investment management industry. In addition to his leadership positions at FS&C, Mr. Sarofim is a co-manager of the mutual funds his company manages for BNY Mellon, and he is a portfolio manager for institutional and high net worth clients. His investment management expertise and executive leadership experience is valued and utilized by the Board. In addition, the Investment Committee of Kemper’s Board values Mr. Sarofim’s financial market and securities analysis expertise. Mr. Sarofim’s community and charitable commitments include serving on the Board of Trustees for The Brown Foundation and Baylor College of Medicine and as the Chairman of the Board of Trustees of the Sarofim Foundation.


14

Election of Directors


Susan D. Whiting
Committees: Governance, HR & Compensation (Chair) Age: 66 Director since: 2017 Skills: •Executive Experience •Risk Management •Regulatory / Policy •Human Capital •ESG •Consumer-Focused Business •IT / Cyber						CURRENT ROLE •Director, Kemper Corporation, 2017-Present •Director, Alliant Energy Corporation (NYSE: LNT), 2013-Present BACKGROUND & PAST EXPERIENCE •Vice Chair, Nielsen Holding 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


						REASONS FOR NOMINATION Ms. Whiting has extensive experience in various operational and executive roles while at Nielsen, where she worked for 35 years. Ms. Whiting 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 consumer experience. Ms. Whiting is an active volunteer leader and board member for educational and not-for-profit organizations, currently serving as the Chair of the National Women’s History Museum, as a trustee for the Chicago Academy of Sciences’ Peggy Notebaert Nature Museum, and as a trustee for Denison University. The Kemper Board values Ms. Whiting’s extensive service on public company, private company and non-profit boards and believes her experience in these roles enhances Kemper’s corporate governance.

Board Composition

The Governance Committee ~~assists~~is responsible for reviewing with the Board, ~~in fulfilling its responsibilities with respect to:~~

•~~developing director qualification criteria, identifying potential director candidates~~on an annual basis, the skills and ~~recommending director nominees from time to time and for the Annual Meeting;~~

•~~recommending~~characteristics of individual Board members ~~to serve~~ as ~~Board committee members and chairs and to serve~~well as ~~Chairman~~the composition of the Board ~~or Lead Director,~~as a whole. This assessment includes consideration of members’ qualification as independent, members’ past performance as directors, and ~~periodically reviewing Board and Board committee procedural matters;~~

•~~leading~~ the ~~Board in its annual review~~current needs of the ~~performance of the Board and Board committees; and~~Company.

•overseeing corporate governance matters and assessing related policies and guidelines in connection with such matters as corporate governance, business conduct and ethics, related person transactions and environmental, social and governance (“~~ESG”) practices.~~Director Nomination Process

~~The Board has determined that each member of the Governance Committee is independent in accordance with the NYSE Listing Standards.~~

~~The~~ ~~Corporate Governance Guidelines~~, ~~Code of Business Conduct and Ethics,~~ ~~charters for Board committees and other corporate governance information can be found on the Company’s website at~~ ~~kemper.com~~ ~~under~~ ~~About Kemper/Governance.~~ ~~Copies of these documents may also be obtained free of charge by request to the Company at 200 East Randolph Street, Suite 3300, Chicago, Illinois 60601, Attention: Investor Relations.~~

~~Selection of Board Nominees~~

~~In accordance with~~Under its charter, the Governance Committee recommends a slate of director nominees for election each year at the Annual Meeting. ~~As needed to fill actual or anticipated vacancies on the Board, the~~The Governance Committee screens and interviews candidates, and conducts inquiries into each candidate’s background, qualifications and

~~Kemper Corporation 2022 Proxy Statement 3~~


~~Board and Corporate Governance~~

independence in accordance with the NYSE Listing Standards and SEC rules. The Governance Committee may, inat its discretion, engage recruiters to identify and evaluate director candidates.

The ~~Company~~Governance Committee will also consider director recommendations by shareholders that are made in writing, addressed to the Company’s Secretary, and include: (i) the candidate’s name, address and telephone number; (ii) a brief biographical description of the candidate, including his or her occupation for the past five years and a statement of the qualifications of the candidate to serve as director; and (iii) the candidate’s signed consent to serve as a director if elected and to be named in the Company’s proxy materials as a director nominee. The Governance Committee will consider shareholder recommendations using the same standards it uses to assess all other candidates for director.

The Governance Committee evaluates potential nominees for director against the following standards previously adopted by the Board, as well as other attributes and skill sets considered desirable or necessary to address particular needs from time to ~~time:~~time. Recently, the Governance Committee has focused on candidates who are or recently were sitting CEOs. The Governance Committee believes these individuals bring to the table the knowledge and experience of the challenges their own businesses


2023 PROXY STATEMENT			15

Election of Directors

face in the current environment. The Governance Committee also believes experience in regulated industries is helpful in understanding our industry. In addition, the Governance Committee considers the following characteristics of candidates:

•highest ethical standards and integrity;

•willingness and ability to devote sufficient time to the work of the Board;

•willingness and ability to represent the interests of all shareholders rather than those of any special interest groups or constituencies;

•no conflicts of interest that would interfere with performance as a director;

•reputation for working constructively with others;

•professional and personal experience and expertise relevant to the Company’s business;

•history of achievement at a high level in business or the professions that reflects superior standards; and

•qualities that contribute to the Board’s diversity of experience, gender, race and age such that the Board has a diversity of perspectives as well as a balance of skills and experience.

Determination of Independence

The Board has adopted categorical standards as a part of the Company’s Corporate Governance Guidelines (“Director Independence Standards”) to assist in its determination of director independence as required by Section 303A of the NYSE Listing Standards and applicable SEC rules. The Corporate Governance Guidelines are posted under the About Us/Governance tab on the Company’s website at kemper.com. Under the Director Independence Standards, a director is not independent for purposes of their service on the Board or a particular Board committee unless the director and their immediate family members meet all independence requirements under the NYSE Listing Standards and SEC rules. The Director Independence Standards incorporate by reference certain relationships listed in the NYSE and SEC independence rules. In addition, the Director Independence Standards define four specific types of relationships as categorically immaterial. Two of these types of relationships involve an organization or entity that either received charitable contributions from the Company or engaged in transactions with the Company, in either case to the extent the annual amounts involved did not exceed $120,000. The other two types of relationships are: (i) status as an insurance policyholder of a Company subsidiary in the ordinary course of business of the subsidiary on terms no more favorable to the director than those applicable to unaffiliated third parties or those generally available to Company employees; and (ii) the receipt by a director of administrative support or retirement compensation for prior service from a former employer of such director that has a business relationship with the Company. The Board believes that these specified types of relationships would not affect or influence the Company’s business relationships or create a direct or indirect material interest in the Company’s business transactions on the part of a director.

In connection with its annual independence assessment of the individuals recommended by the Governance Committee as nominees for election to the Board at the 2023 Annual Meeting, the Board considered the applicable independence rules and the factual information derived from the questionnaires completed by the individual directors and other available information. With regard to Mr. Laderman, information considered by the Board included the facts and circumstances involving Kemper employee flights on United Airlines described in the section below regarding Related Person Transactions. With regard to Mr. Gorevic, information considered by the Board included the facts and circumstances relating to the Company’s indirect arrangement with Livongo described in the section below regarding Related Person Transactions. The Board affirmatively determined that, under the NYSE Listing Standards, applicable SEC rules and the Director Independence Standards, Mses. Canida, Cronin and Whiting, and Messrs. Cochran, Gorevic, Johnson, Laderman, Paracchini and Parker is each an independent director with no material relationships with the Company, and as a result, a majority of the members of the Board are independent.


16

Corporate Governance



Director Elections Annual Board Independence 9out of 11 of Director nominees (82%) Director nominees are independent Board Structure Strong Lead Director along with Chairman of the Board Board Diversity 3 out of 11 (27%) are women 3 out of 11 (27%) are ethnically diverse Director Support in Previous Year 94.5% average Board Committees Chaired by Independent Directors Shareholder Engagement Annual Environmental, Social and Governance Matters Overseen by the Governance Committee Stock Ownership Policy CEO:5X of annual salary Other NEOs:2X of annual salary Independent Directors:5X the retainer of non-chair members			Board Structure Leadership Structure The Kemper Board of Directors (“Board”) currently consists of twelve members. With the upcoming retirement of Mr. Joyce, there are eleven nominees being voted upon at the 2023 Annual Meeting of Shareholders. The Board’s leadership structure consists of Joseph P. Lacher, Jr., who serves as the Chairman of the Board, CEO and President, and Stuart B. Parker, who serves as our Lead Director. Each of the Board committees is led by a chair. The Chairman sets agendas for, and presides over, Board meetings and shareholder meetings. Similarly, Board committee chairs set agendas for, and preside over, the meetings and executive sessions held by their respective committees. In May 2021, the Board considered the appropriate leadership structure for the Company and determined that the interests of Kemper and our shareholders would be best served by combining the offices of Chairman and CEO under the leadership of Mr. Lacher. At the same time, the Board designated Mr. Joyce, who had previously served as the Company’s non-executive Chairman of the Board, to serve as the Lead Director. In May 2022, the Board selected Mr. Parker to succeed Mr. Joyce as the Lead Director. The Board believes Mr. Lacher’s knowledge of the Company’s business and strategic vision bring focused leadership to the Board. Combined with Mr. Parker’s deep expertise in the insurance industry and track record as an accomplished leader and executive, the Board believes this leadership structure provides effective oversight of the Company’s strategies and operations. The Board and the Governance Committee regularly review this leadership structure and consider many factors, including the specific needs of Kemper and its businesses, corporate governance best practices, shareholder feedback, and succession planning. The Board has no set policy on whether the offices of Chairman and CEO should be held by the same person. Instead, the Board believes the combination or separation of these offices should be determined by the needs of the Company and the composition of the Board. When the Chairman is not an independent director, the Company’s Corporate Governance Guidelines require the appointment of a Lead Director by the independent directors. The Board believes that having a Lead Director improves the overall functioning of the Board and strengthens the ability of the independent directors to effectively exercise independent oversight of management during periods when the Chairman of the Board is not independent. In addition to the leadership provided by the Chairman and Lead Director and general oversight of the Company provided by the full Board, all non-employee and independent directors meet regularly in executive session. The principal Board committees perform significant functions for the Board and the Company and confer with independent outside advisors as they determine appropriate in their discretion. Non-employee and independent directors are encouraged to communicate freely with the Chairman/CEO and other members of management at any time.


2023 PROXY STATEMENT			17

Corporate Governance

Role of the Lead Director


Stuart B. Parker
Lead Director			•Serves as the primary liaison between non-employee directors and the Chairman/CEO; •Calls special meetings of the Board and executive sessions of the non-employee and independent directors; •Sets agendas for, and presides over, the executive sessions of the non-employee and independent directors; •Presides at Board and shareholder meetings in the absence of the Chairman; •Approves meeting agendas for the Board in coordination with the Chairman and the Company’s secretary; •Approves meeting schedules for the Board to ensure there is sufficient time for discussion of all agenda items; •Makes himself available, if requested by the shareholders, when appropriate, for consultation and direct communication; and •Such other duties as may be conferred upon the Lead Director from time to time by the Board.

Board Committees

The Board has the following five standing committees: (i) Audit Committee; (ii) Governance Committee; (iii) Human Resources and Compensation Committee (“HR & Compensation Committee” or “HR&CC”); (iv) Investment Committee; and (v) Risk Committee. The Board has adopted written charters for each committee. These documents are available on the Company’s website at kemper.com under About Us/Governance and/or by mail at no cost upon request to the Company at 200 East Randolph Street, Suite 3300, Chicago, Illinois 60601, Attention: Investor Relations.

The following table shows the chair and current committee membership of the five Board committees, and the number of Board committee meetings held in 2022, and actions taken by unanimous written consent in lieu of meetings:

Audit
Committee

Governance
Committee

HR & Compensation
Committee

Investment
Committee

Risk
Committee

Teresa A. Canida*

George N. Cochran*

Kathleen M. Cronin*

Jason N. Gorevic*

Lacy M. Johnson*

Robert J. Joyce*

Joseph P. Lacher, Jr.

Gerald Laderman*

Alberto J. Paracchini(1)*

Stuart B. Parker*

Christopher B. Sarofim

Susan D. Whiting*

Meetings Held in 2022

Actions by Written Consent in 2022

—


			Member			C			Chair

*Independent

(1)Alberto J. Paracchini was elected a director effective February 1, 2023. Mr. Paracchini was determined to be an independent director and was named a member of the Audit and Risk committees.


18

Corporate Governance

The following are brief descriptions of the functions of the five Board committees:

Audit Committee



Members: Stuart B. Parker (Chair) Teresa A. Canida Kathleen M. Cronin Gerald Laderman Alberto J. Paracchini Meetings held in 2022: 10			The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to: •retention and oversight of the Company’s independent registered public accounting firm and assessment of its qualifications, independence and performance; •review of the integrity of the Company’s financial statements and related disclosures; •adequacy of the Company’s internal controls and related disclosures, and review of other matters that might impact the Company’s financial statements; •major risk exposures of the Company and its related policies and programs, including its enterprise risk management (“ERM”) structure and program; •review of the Company’s internal audit function, including concurrence with the appointment and evaluation of its leader and review of its staffing, budget and significant report findings; •oversight of procedures related to complaints regarding accounting or auditing matters; and •the Company’s compliance with legal and regulatory requirements.

The Board has determined that each member of the Audit Committee is independent and financially literate in accordance with the New York Stock Exchange (“NYSE”) Listed Company Manual (“NYSE Listing Standards”), and meets the independence requirements for audit committee membership under the rules of the Securities and Exchange Commission (“SEC”). In addition, the Kemper Board has determined that Messrs. Cochran, Laderman, Paracchini and Parker each qualify as an audit committee financial expert under the SEC rules.

Governance Committee



Members: Robert J. Joyce (Chair) Kathleen M. Cronin Lacy M. Johnson Susan D. Whiting Meetings held in 2022: 4			The Governance Committee assists the Board in fulfilling its responsibilities with respect to: •developing director qualification criteria, identifying potential director candidates, and recommending director nominees from time to time and for the Annual Meeting; •recommending Board members to serve as Board committee members and chairs and to serve as Chairman of the Board or Lead Director, and periodically reviewing Board and Board committee procedural matters; •leading the Board in its annual review of the performance of the Board and Board committees; and •overseeing corporate governance matters and assessing related policies and guidelines in connection with such matters as corporate governance, business conduct and ethics, related person transactions, and environmental, social and governance (“ESG”) practices.

The Board has determined that each member of the Governance Committee is independent in accordance with the NYSE Listing Standards.


2023 PROXY STATEMENT			19

Corporate Governance

HR & Compensation Committee



Members: Susan D. Whiting (Chair) George N. Cochran Jason N. Gorevic Lacy M. Johnson Meetings held in 2022: 7 (and 1 written consent)			The HR & Compensation Committee assists the Board in fulfilling its responsibilities with respect to: •reviewing and approving the compensation of the Company’s executive officers and other members of senior management as may be designated by the HR & Compensation Committee from time to time; •reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, and evaluating the CEO’s performance and compensation in light of such goals and objectives; •administering the Company’s executive officer incentive compensation and equity-based compensation plans, and reviewing and approving awards thereunder and the material terms of any executive officer employment agreements or severance or change-in-control arrangements; •reviewing and making recommendations to the Board on non-employee director compensation; •overseeing Company policies and procedures that facilitate compliance with regulatory and disclosure requirements related to executive and director compensation and assess compensation program risk levels; •monitoring the Company’s strategies related to executive human capital management, including talent and leadership development, and succession planning; and •monitoring the culture of the Company, including diversity and inclusion programs, employee relations and engagement, and other aspects of corporate culture as deemed appropriate by the HR & Compensation Committee.

The HR & Compensation Committee has oversight responsibilities pertaining to the Company’s executive compensation and equity-based compensation programs. The HR & Compensation Committee performs regular reviews of compensation risk assessments, performance metrics and results under the Company’s cash incentive and equity-based compensation plans, and levels of ownership of the Company’s Common Stock by its executive officers and directors.

The Board has determined that each member of the HR & Compensation Committee is independent in accordance with the NYSE Listing Standards. Additional information about the HR & Compensation Committee’s governance is provided below in the HR & Compensation Committee Governance section beginning on page 34.

HR & Compensation Committee Interlocks and Insider Participation

The HR & Compensation Committee is chaired by Ms. Whiting and consists of Messrs. Cochran, Gorevic and Johnson. None of these individuals is a current or former officer or employee of the Company or any of its subsidiaries, and none of these individuals had a relationship with the Company during 2022 that required disclosure by the Company under the SEC rules on transactions with related persons. Related person transactions and the independence of the non-employee members of the Company’s Board are discussed in more detail under the two sections entitled Related Person Transactions and Director Independence. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or HR & Compensation Committee.


20

Corporate Governance

Investment Committee



Members: Teresa A. Canida (Chair) George N. Cochran Joseph P. Lacher, Jr. Gerald Laderman Christopher B. Sarofim Meetings held in 2022: 4			The Investment Committee assists the Board in fulfilling its oversight responsibilities with respect to: •reviewing and approving policies and objectives for the Company’s investment activities established and maintained by the Company’s Chief Investment Officer; •reviewing the performance of the Company’s investment portfolio on a consolidated basis and the portfolio’s compliance with the investment policies; and •monitoring economic conditions and advising management as to options for responding to applicable economic risks. A majority of the members of the Investment Committee have been determined by the Board to be independent in accordance with the NYSE Listing Standards.

The Investment Committee oversees management’s establishment of policies and objectives for the Company’s investment activities, reviews the performance of the Company’s investment portfolio and monitors related economic conditions and risks.

Risk Committee



Members: George N. Cochran (Chair) Jason N. Gorevic Robert J. Joyce Joseph P. Lacher, Jr. Alberto J. Paracchini Stuart B. Parker Meetings held in 2022: 4			The Risk Committee was formed in 2021 to specifically consider at the Board level the appropriate response and oversight procedures to significant risks facing the Company. The Risk Committee assists the Board in fulfilling its oversight responsibilities to monitor and assess the Company’s risk management practices, including policies and processes related to compliance, operational, reputational and strategic risks. In particular, the Risk Committee receives regular updates on the operation and effectiveness of the Company's ERM program (including the structure and staffing of the ERM program) and the Company’s information security program, cybersecurity risks, and related developments. A majority of the members of the Risk Committee have been determined by the Board to be independent in accordance with the NYSE Listing Standards.

Board Effectiveness

Meetings, Attendance and Executive Sessions

Directors are expected to make every effort to attend the Annual Meeting of Shareholders, Board meetings, and the meetings of the committees on which they serve.

During 2022, there were eight meetings of the Board. Each incumbent director attended at least 80% of the 2022 meetings of the Board and Board committees on which they served. The non-employee and independent members of the Board meet regularly in executive session. In addition, each of the directors who was a member of the Board on the date of the 2022 Annual Meeting of Shareholders attended that meeting.

Director Orientation and Continuing Education

Kemper provides a new director orientation at the Company’s headquarters and includes presentations by senior management to familiarize new directors with the Company’s business, history, strategic plans, current circumstances, key issues, and top managers. The Company periodically provides materials and educational sessions for all directors to ensure awareness of areas relevant to the company’s operations, including corporate governance, executive compensation, and industry developments. In addition, the Company also encourages and pays for Director participation in externally-offered director development opportunities and all directors are members of the National Association of Corporate Directors.


2023 PROXY STATEMENT			21

Corporate Governance

Board Evaluations

The Board is committed to continuous improvement and uses annual self-evaluations to assess its effectiveness in fulfilling its obligations and improve its functioning. The Governance Committee annually reviews all self-evaluation questionnaires to determine if changes are necessary prior to distributing the questionnaires to each Board and committee member. All directors are asked to complete the applicable self-evaluations anonymously, and responses are collected by the General Counsel. The General Counsel prepares summaries for the Board and each committee, which includes an overview of director feedback as well as ratings of director satisfaction with various aspects of the board or committee’s performance. The summaries are reviewed by each individual committee, and then the Governance Committee reviews all summaries and provides a report to the Board during a quarterly meeting.

Board Oversight

Board’s Role in Strategic Oversight

The Board actively engages with management to oversee the formulation and implementation of Kemper’s long-term business strategic initiatives and reviews and approves these initiatives. Throughout the year, the CEO and senior management provide updates on Kemper’s overall strategic direction, its strategic opportunities and performance, priorities and execution. The Board provides feedback through active dialogue with the senior management.

Board’s Role in Risk Oversight

The Board plays an active role, both as a whole and also at the committee level, in the assessment and management of material business risks.

The key risk areas of the Company are managed on a enterprise-wide basis. Certain risks, such as strategic risk, are overseen by the Board. Board committees support the Board’s oversight responsibility by overseeing risks that fall within a committee’s specific area of focus. The Board and Board committees receive periodic updates from members of the Company’s executive and operational management about a wide range of matters that could pose risks to the Company.

At Board and Board committee meetings, the directors discuss operational risks (including risks related to climate change, cyber security, technology and human capital management), financial, strategic, competitive, investment, reputational, cultural, legal, regulatory, and environmental, social and governance (ESG) risks, strategic plans, corporate transactions, and other significant operational initiatives and developments. Discussions occur with management, auditors and any advisors retained by the Board or its committees. Issues discussed with the Board may be addressed in several ways. For example, the Board may establish or direct a specific purpose committee to oversee any outstanding risks, or the Board may ask management to present more frequently to the Board on such issue.

ENTERPRISERISKMANAGEMENT (“ERM”)

Risk management is critical in achieving appropriated risk-adjusted returns in our business and has been a guiding principle through its history. As a key element of their duties, our senior executive officers are responsible for identifying risks and potential risks as they arise in their various operational areas. The Company has an Enterprise Risk Committee, which is composed of the CEO, the Chief Risk Officer, all executive vice presidents, and the head of Internal Audit of the Company. This committee meets at least quarterly to oversee the Company’s ERM function, approve the design of the Company’s ERM framework and strategies, and monitor its implementation and operation. The committee also assists the Board and Board committees with monitoring the Company’s main risk exposures and related risk management processes.


22

Corporate Governance



BOARD


•Both directly and through its committees, the Board focuses on the Company’s general risk management strategy and the most significant risks facing the Company. The Board ensures that appropriate risk mitigation strategies are implemented by management, with management remaining responsible for day-to-day risk management. • The Board is routinely apprised of particular risk management matters in connection with its general oversight and approval of corporate matters.

AUDIT COMMITTEE

GOVERNANCE
COMMITTEE

HR &
COMPENSATION
COMMITTEE

INVESTMENT
COMMITTEE

RISK COMMITTEE

•Evaluates and oversees financial and audit risks or other major risk categories not covered by another committee.

•Reviews the Company’s quarterly and annual financial statements and related SEC disclosures and auditor’s reports and communications, ERM structure and program, major risk exposures (including risks associated with catastrophe losses and mitigation), management assessments and controls, internal audit plans and significant findings, and remediation of material weaknesses and significant deficiencies in internal controls, if any.

•Oversees and addresses with management risks relating to the Board’s and the Company’s governance practices, stakeholder concerns, and ESG factors and initiatives impacting the Company.

•Regularly reviews any risks relating to compensation plans and programs, and executive and director compensation decisions.

•Oversees aspects of the Company’s human capital management strategies as well as the Company’s diversity, equity and inclusion effort and related risks.

•Oversees the Company’s investment policy, helping the Company to meet its business and financial goals with a reasonable balance among risk, return and cost.

•Ensures that the Company has a capital plan that takes risk factors into consideration and that risk is appropriately taken into consideration in connection with proposed strategic transaction.

•Periodically reviews and evaluates risk management governance, framework and programs, including risk appetite, settlement and counterparty risks, information security, cybersecurity risks, privacy and data protection, regulatory risks, emerging risk, and other selected risks topics and issues.

Succession Planning

The Board is responsible for assuring that the Company’s organizational strength and succession processes are adequate to enable the Company to realize its long-range goals. To assist the Board in fulling this responsibility, the HR & Compensation Committee monitors the Company’s strategies related to executive human capital management, including talent and leadership development, and succession planning. The Board approves and maintains a succession plan for the CEO. In addition, the CEO reports to the Board at least annually (and more frequently at the request of the Board) on the extent to which there are persons within the existing management ranks of the Company who have the skills, experience and other qualities deemed necessary to be considered as successors to the Company’s senior executives.

Communicating with our Board

Shareholders and other interested parties may communicate with our Lead Director, the non-employee directors as a group, or individual directors by writing to: Corporate Secretary, Kemper Corporation, 200 E. Randolph Street, Suite 3300, Chicago, Illinois 60601. Kemper’s Corporate Secretary will review and promptly forward communications to the directors as appropriate. Communication involving substantive accounting or auditing matters will be forwarded to the Audit Committee Chair. Items or information not related to the duties and responsibilities of the Board will not be forwarded.


2023 PROXY STATEMENT			23

Corporate Governance

Other Governance Matters

Related Person Transactions

The Board has adopted a written policy (“Policy on Related Person Transactions”) for review and approval of transactions involving the Company and “related persons,” defined as directors, executive officers, and shareholders owning five percent or more of Kemper common stock (“CommonStock”), or their immediate family members. The Policy on Related Person Transactions was amended in 2022 to reflect changes to the NYSE Listing Standards. As amended, the Policy on Related Person Transactions covers any related person transaction unless it involves: (i) a transaction generally available to all employees of the Company; (ii) less than $120,000 in the aggregate on an annual basis; or (iii) a relationship as an insurance policyholder entered and maintained in the ordinary course of business of a subsidiary of the Company on terms no more favorable to the related person than those applicable to non-affiliated third parties or those generally available to employees of the Company. Covered related person transactions must be approved by the Governance Committee. In addition, approval under the Policy on Related Person Transactions is required before the Company can make charitable contributions exceeding $120,000 in the aggregate in any fiscal year to a charitable organization for which a related person serves as an executive officer, director, trustee or in a similar capacity.

Upon learning of a proposed or existing related person transaction requiring review under the Policy on Related Person Transactions, management is required to submit the matter for consideration to the Governance Committee, which will review the transaction and make a determination as to whether it is consistent with the best interests of the Company and its shareholders. In its review, the Governance Committee considers the facts and circumstances it deems significant and relevant to the particular transaction, including such factors as the related person’s relationship to the Company and interest in the transaction, the value of the transaction and any reasonable alternatives, and the potential impact of the transaction on the Company, the related person, and other applicable parties. No director who is on the Governance Committee will participate in the review or approval under the Policy on Related Person Transactions of a transaction involving such director or a member of his or her immediate family.


~~Board and Corporate Governance~~

In accordance with the Policy on Related Person Transactions, the Governance Committee has reviewed certain transactions with the Company involving affiliates of United Airlines Holdings Inc. ~~(UAL)~~(“United Airlines”) and Teladoc Health, Inc.

(“Teladoc Health”). Mr. Laderman is Chief Financial Officer of ~~UAL.~~United Airlines. Although the Company does not directly engage ~~UAL,~~United Airlines, it does annually spend over $120,000 for employee travel on ~~UAL~~United Airlines flights. The Governance Committee considered the facts and circumstances regarding ~~the UAL~~these transactions, including the minimal amount spent for employee flights on ~~UAL,~~United Airlines, the relatively small percentage that such ~~UAL~~ flights represent of the total amount spent by the Company for all employee flights, and the ordinary course nature of the transactions, and determined that the ~~UAL~~United Airlines transactions do not create a material relationship with the Company and are consistent with the best interests of the Company and its shareholders.

Mr. Gorevic is Chief Executive Officer of Teladoc ~~Health, Inc. (“Teladoc”).~~Health. Through Kemper’s relationship with one of its health insurance carriers, Kemper employees may elect to receive certain optional health benefit services from Livongo, a subsidiary of ~~Teladoc.~~Teladoc Health. The fees associated with these services are in excess of $120,000 and are billed to Kemper by its health insurance carrier.Kemper has no contract or other direct relationship with Livongo or other Teladoc Health affiliate.The Governance Committee considered the facts and circumstances related to the Livongo contract, including the relatively small value of the contract, the fact that the arrangement is not directly with Livongo and the ordinary course nature of the transactions, and determined that the Livongo transaction did not create a material relationship with the Company and is consistent with the best interests of the Company and its shareholders.

Where to Find Governance Documents

~~Director Independence~~

~~The Board has adopted categorical standards as a part of the Company’s Corporate Governance Guidelines (“Director Independence Standards~~”) ~~to assist in its determination of director independence as required by Section 303A of the NYSE Listing Standards and applicable SEC rules.~~ The Corporate Governance Guidelines, ~~are posted under the~~ ~~About Kemper/Governance~~ ~~tab~~Code of Business Conduct and Ethics, charters for Board committees, and other corporate governance information can be found on the Company’s website at ~~kemper.com.~~ Under the Director Independence Standards, a director is not independent for purposes of his or her service on the Board or a particular Board committee unless the director and his or her immediate family members meet all independence requirements applicable to such servicekemper.com under the NYSE Listing Standards and SEC rules. The Director Independence Standards incorporate by reference certain relationships listed in the NYSE and SEC independence rules. In addition, the Director Independence Standards define four specific types of relationships as categorically immaterial. TwoAbout Kemper/Governance. Copies of these ~~types~~documents may also be obtained free of ~~relationships involve an organization or entity that either received charitable contributions from~~charge by request to the Company or engaged in transactions with the Company, in either case to the extent the annual amounts involved did not exceed $120,000. The other two types of relationships are: (i) status as an insurance policyholder of a Company subsidiary in the ordinary course of business of the subsidiary on terms no more favorable to the director than those applicable to unaffiliated third parties or those generally available to Company employees; and (ii) the receipt by a director of administrative support or retirement compensation for prior service from a former employer of such director that has a business relationship with the Company. The Board believes that these specified types of relationships would not affect or influence the Company’s business relationships or create a direct or indirect material interest in the Company’s business transactions on the part of a director.

~~In connection with its annual independence assessment of the individuals recommended by the Governance Committee as nominees for election to the Board~~ at the 2022 Annual Meeting, the Board considered the applicable independence rules and the factual information derived from the questionnaires completed by the individual directors and other available information. With regard to Mr. Laderman, information considered by the Board included the facts and circumstances involving employee flights on UAL described in the foregoing section regarding the Policy on Related Person Transactions. With regard to Mr. Gorevic, information considered by the Board included the facts and circumstances relating to the Company’s indirect arrangement with Livongo described in the foregoing section. The Board affirmatively determined that, under the NYSE Listing Standards, applicable SEC rules and the Director Independence Standards, Mses. Canida, Cronin and Whiting, and Messrs. Cochran, Gorevic, Johnson, Joyce, Laderman and Parker are each independent directors with no material relationships with the Company, and as a result, that a majority of the members of the Board are independent.200 East Randolph Street, Suite 3300, Chicago, Illinois 60601, Attention: Investor Relations.

~~Kemper Corporation 2022 Proxy Statement 5~~


~~Board and Corporate Governance~~


~~HR & Compensation Committee~~

~~The HR & Compensation Committee assists the Board in fulfilling its responsibilities relating to:~~

•~~reviewing and approving the compensation of the Company’s executive officers and other members of senior management as may be designated by the HR & Compensation Committee from time to time;~~

•~~reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (“CEO”) and evaluating the CEO’s performance and compensation in light of such goals and objectives;~~

•administering the Company’s executive officer incentive compensation and equity-based compensation plans, and reviewing and approving awards thereunder and the material terms of any executive officer employment agreements or severance or change-in-control arrangements;

•~~reviewing and making recommendations to the Board on non-employee director compensation;~~

•overseeing Company policies and procedures that facilitate compliance with regulatory and disclosure requirements related to executive and director compensation and assess compensation program risk levels;

•~~monitoring the Company’s strategies related to executive human capital management, including talent and leadership development, and succession planning; and~~

•monitoring the culture of the Company, including diversity and inclusion programs, employee relations and engagement, and other aspects of corporate culture as deemed appropriate by the HR & Compensation Committee.

The HR & Compensation Committee has oversight responsibilities pertaining to the Company’s executive compensation and equity-based compensation programs. The HR & Compensation Committee performs regular reviews of compensation risk assessments, performance metrics and results under the Company’s cash incentive and equity-based compensation plans and levels of ownership of the Company’s Common Stock by its executive officers and directors.

The Board has determined that each member of the HR & Compensation Committee is independent in accordance with the NYSE Listing Standards. Additional information about the HR & Compensation Committee’s governance is provided below in the ~~Discussion of HR & Compensation Committee Governancesection beginning on page 23~~.

~~HR & Compensation Committee Interlocks and Insider Participation~~

The HR & Compensation Committee consists of Mses. Cronin and Whiting and Messrs. Gorevic, Johnson and Storch. None of these individuals is a current or former officer or employee of the Company or any of its subsidiaries, and none of these individuals had a relationship with the Company during 2021 that required disclosure by the Company under the SEC rules on transactions with related persons. Related person transactions and the independence of the non-employee members of the Company’s Board are discussed in more detail under the two preceding sections, ~~Related Person Transactions~~ ~~andDirector Independence~~. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or HR & Compensation Committee.


~~Investment Committee~~

~~The Investment Committee assists the Board in fulfilling its oversight responsibilities with respect to:~~

•~~reviewing and approving policies and objectives for the Company’s investment activities established and maintained by the Company’s Chief Investment Officer;~~

•~~reviewing the performance of the Company’s investment portfolio on a consolidated basis and the portfolio’s compliance with the investment policies; and~~

•~~monitoring economic conditions and advising management as to options for responding to applicable economic risks.~~

~~Kemper Corporation 2022 Proxy Statement 6~~


~~Board and Corporate Governance~~

~~A majority of the members of the Investment Committee have been determined by the Board to be independent in accordance with the NYSE Listing Standards.~~


~~Risk Committee~~

The Risk Committee was formed in 2021. The Risk Committee assists the Board in fulfilling its oversight responsibilities to monitor and assess the Company’s risk management practices, including policies and processes related to compliance, operational, reputational and strategic risks. In particular, the Risk Committee receives regular updates on the Company’s information security program, cybersecurity risks, and related developments.

~~A majority of the members of the Risk Committee have been determined by the Board to be independent in accordance with the NYSE Listing Standards.~~


~~Shareholder Engagement~~

~~Kemper’s Board and senior management team value direct shareholder engagement as the Company believes that such engagement is an important element of good corporate governance.The Company provides institutional investors with a wide variety of opportunities to provide feedback.During 2021, the Company continued their outreach program to both current and prospective shareholders.~~As a part of that program, the Chief Executive Officer, Chief Financial Officer and other senior management team members participated in sell-side and industry conferences, a non-deal roadshow and one-on-one meetings. The conversations covered Kemper’s strategy, financial performance, and corporate sustainability, among other topics.~~In 2021, the Company participated in seven conferences, covering over 60 institutional investors and approximately 25% of outstanding shares.~~


~~Corporate Citizenship - Environmental, Social and Governance Principles~~

~~Optimizing our core competencies to address opportunities and goals while incorporating environmental, social and governance (“ESG”) principles have long been and will continue to be imperative to our business strategy.~~

Kemper has a long-standing commitment to ensure we take a meaningful approach to how we engage with customers, employees, shareholders, suppliers and communities, how we impact the environment, and how we lead and govern our organization. Doing this well improves and strengthens who we are as individuals and as an organization and how we do business.

~~Environmental~~

Kemper is committed to doing our part to mitigate climate change, conserve natural resources, and take steps to reduce our overall carbon footprint. We work to create environmentally conscious workplaces for our employees, our communities, and our planet. We understand the risks posed by climate change and look for opportunities to reduce and recycle the natural resources we consume.Kemper’s Sustainability Committee is charged with identifying these opportunities and assessing short and long-term goals to further our environmental strategy. This team reports to the ESG Steering Committee and is composed of leadership representing key functional areas across the organization.

~~Kemper Corporation 2022 Proxy Statement 7~~


~~Board and Corporate Governance~~

~~Social~~

The Company is focused on meeting the needs of a diverse customer base by providing insurance products and related services that are affordable and easy-to-use. We take a risk-adjusted approach with our investment portfolio and consider ESG factors when relevant in researching, analyzing and making investment decisions.

We offer a positive work environment where employment decisions are based on merit and free from explicit or implicit biases. This environment must also be free of harassment of any type, and fostered by compensation programs that attract, motivate and retain high-performing talent. Kemper's “act like an owner” culture and pay-for-performance stance provides awards based on individual and enterprise performance, regardless of gender, race or any other protected classification.

Our diversity and inclusion efforts include programs and policies that encourage an inclusive workplace where all colleagues have the opportunity to reach their potential and own their career while contributing to the success of the Company. Kemper is also committed to providing opportunities for diverse suppliers to partner with us through an inclusive approach to procurement. Our expanding supplier diversity program allows us to create a stronger universe of suppliers in the communities we serve and better enables us to track progress and spends in the marketplace.

~~Governance~~

~~Kemper believes that good governance is an essential element of good business and ensures process and transparency. Corporate governance is discussed in more detail in the preceding portion of this~~ ~~Board and Corporate Governance~~ ~~section.~~

Kemper’s management and Board of Directors have a responsibility to create shareholder value by thoughtful stewardship of capital. This is accomplished by addressing the needs of key stakeholders, including customers, employees and our communities. Our Board takes a proactive approach to monitoring the Company’s ESG efforts to ensure decisions regarding business, operations and financial strategy maximize long-term sustainability. Kemper’s Board of Directors, in the form of the Governance Committee, has oversight of the ESG program and receives quarterly updates provided by senior leadership. Additionally, our ESG Steering Committee is responsible for setting the overall strategic direction of our ESG program, and our ESG Program Office is responsible for day-to-day implementation, development and application of best practices, and broad reporting responsibilities.

~~More information on ESG is available on the Company’s website at~~ ~~kemper.com~~ ~~and in the Company’s 2021 Annual Report to Shareholders that is posted along with this Proxy Statement at~~ ~~proxyvote.com~~.

~~Kemper Corporation 2022 Proxy Statement 8~~


24						~~Director Compensation~~

Director Compensation

On an annual basis, the HR & Compensation Committee evaluates whether the director compensation program is reasonable and competitive and considers all forms of compensation. The Committee considers how the company’s director compensation practices compare with those of similar, public companies.


~~2021~~ 2022 Annual Non-Employee Director Compensation Program

In November ~~2021,~~2022, the HR & Compensation Committee reviewed the non-employee director compensation ~~program. In light~~program and recommended the establishment of a charitable matching gift program for Kemper directors. The Board of Directors approved the establishment of the ~~continuing effect of the COVID-19 pandemic on the Company’s business~~charitable gift matching program and ~~upon the recommendation of the HR & Compensation Committee, the Board of Directors~~otherwise decided to maintain director compensation for the current term at the same level as established in 2019.

The following table shows the ~~2021~~2022 non-employee director compensation program:

Board/Committee/Position Annual Chair Retainer ($) Annual Non-Chair Retainer ($) Annual Restricted Stock Unit Award ($)
Board of Directors — 80,000 130,000 (1)
Lead Director — 60,000
Audit Committee 33,000 15,000 —
HR & Compensation Committee 15,000 10,000 —
Investment Committee 15,000 10,000 —
Governance Committee 15,000 8,000 —
Risk Committee 15,000 10,000 —

Board of Directors Compensation Mix

Cash Retainers/Other

Annual Non-Chair Retainer: $80,000

Lead Director

$60,000

Annual Restricted Stock Unit Award: $130,000(1)

Annual Chair

Retainer

Annual Non-Chair

Retainer

Audit Committee

$33,000

$15,000

HR & Compensation,

Investment, and Risk

Committees

$15,000

$10,000

Governance Committee

$15,000

$8,000

Charitable Matching Gift Program

Up to $10,000

(1)Under the ~~2021~~2022 program, each non-employee director elected at the Annual Meeting was entitled to receive a restricted stock unit (“Director RSU”) award grant under the Company’s 2020 Omnibus Equity Plan (“Omnibus Plan”) covering shares of Common Stock with a grant date value of $130,000 at the conclusion of the Annual Meeting. In addition, a new Director joining the Board before or after the Annual Meeting was entitled to receive a Director RSU award in the amount of the grant date value of $130,000 reduced pro-rata to reflect the percentage of quarterly Board meetings that ~~he or she was~~they were expected to attend during the remainder of the then-current Board term.

Deferral of RSU Awards and Fees

Non-employee directors can elect to defer the conversion of their Director RSU awards to shares of Common Stock for up to 10 years beyond the applicable vesting date, pursuant to the rules and procedures for deferral of Director RSU awards adopted by the HR & Compensation Committee under the Omnibus ~~Plan~~. Plan. In addition, non-employee directors can elect to defer up to 100 percent of the 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 ~~Plan~~ section beginning on page ~~52.~~58.

Terms of 2022 Awards

Under the compensation program in effect in ~~2021,~~2022, the Director RSUs granted to the non-employee directors provide the holder the right to receive one share of Common Stock for each Director RSU issued upon vesting one year from the date of grant. Holders of Director RSUs are entitled to receive dividend equivalents in cash in the amounts that dividends would have been payable if they were shares of Common Stock, but only if and when they vest. Conversion of the Director RSUs into shares of Common Stock occurs upon vesting or subsequently in accordance with a deferral election made by the award holder.

Under the compensation program in effect prior to 2019, equity awards granted to the non-employee directors were in the form of Deferred Stock Units (“DSUs”) that provided the holder the right to receive one share of Common Stock for each DSU issued and were fully vested on the date of grant. Holders of DSUs are entitled to receive dividend equivalents in cash in the amount and at the time that dividends would have been payable if the DSUs were shares of Common Stock. Conversion of the DSUs into shares of Common Stock is deferred until the date the holder’s service on the Board terminates.


2023 PROXY STATEMENT			25

Director Compensation

Reimbursement of Expenses

All directors are entitled to receive reimbursement for travel expenses incurred in attending Board and Board committee meetings and other Company business.

Charitable Matching Gift Program

In 2022, the Board approved 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 ~~Corporation 2022 Proxy Statement 9~~


~~Business Experience of Nominees~~

~~The Governance Committee considers and recommends candidates for the Board. Each of the individuals selected to serve as a Nominee meets the standards for Board nominees as described above in the~~ ~~Selection of Board Nominees~~section beginning on page 3. The Governance Committee and the Board believe each Nominee has demonstrated 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.

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 above, led the Board to conclude that he or she should be selected as a Nominee for election to the Board at the Annual Meeting:


~~Teresa A. Canida~~2023 PROXY STATEMENT
			Ms. Canida is currently serving as a Principal and Portfolio Manager of Cito Capital Group, LLC, a position she has held since 2016. Ms. Canida served in various capacities with Taplin, Canida & Habacht LLC, including as Chairperson from 2015 until 2016, President from 2008 until 2015, and President, Managing Principal, and Chief Compliance Officer from 1985 until 2008. Ms. Canida served as a member of the Board of Directors of Infinity Property and Casualty Corporation (“~~Infinity”) from May 2009 until the company was acquired by Kemper in July 2018. Ms. Candida also serves as a member of the Investment Advisory Council of the Florida State Board of Administration.~~ Ms. Canida brings invaluable knowledge about Infinity and significant industry experience gained during her nearly decade-long tenure on the Infinity Board of Directors. In addition, Ms. Canida offers the Board expertise in the financial markets and investment community gained from her leadership roles in the investment industry, entrepreneurial skills established through co-founding and managing a multi-billion dollar investment advisory firm, and knowledge and understanding of the Company’s Hispanic/Latino customer base.
~~Age: 68~~ ~~Director since: 2018~~27

~~Kemper Corporation 2022 Proxy Statement 13~~


						~~Proposal 1~~


~~George N. Cochran~~
			Mr. Cochran served as Chairman in the Global Financial Institutions Group at Macquarie Capital until his retirement in December 2014. Previously, he was the Chairman of Fox-Pitt Kelton Cochran Caronia Waller, which was acquired by Macquarie Capital in November 2009, and cofounder of its predecessor firm, Cochran Caronia Waller. Previously, Mr. Cochran was an investment banker at Kidder, Peabody & Co. and later served as Managing Director and Insurance Industry Head of Coopers & Lybrand Securities, LLC. Mr. Cochran currently serves as Managing Partner of Cochran Booth & Co., an investment company with a focus on commercial real estate. Mr. Cochran brings considerable insurance industry expertise to the Board, as well as substantial merger and acquisition knowledge specific to the industry. His experience in top leadership roles at several investment banking firms provides the Board with additional expertise in the areas of executive development and operational management. In addition, Mr. Cochran is a National Association of Corporate Directors (“~~NACD~~”) Governance Fellow and Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD’s comprehensive program of study for directors and corporate governance professionals.
~~Age: 67~~ ~~Director since: 2015~~


~~Kathleen M. Cronin~~
			Ms. Cronin is Senior Managing Director, General Counsel and Corporate Secretary for CME Group Inc., the world’s leading and most diverse derivatives marketplace. Before joining CME Group in November 2002, Ms. Cronin was in private practice at the law firm of Skadden, Arps, Slate, Meagher and Flom, where she was employed for more than 10 years and focused her practice on corporate, securities offerings and transactional matters. From 1995 to 1997, Ms. Cronin served as Chief Counsel/Corporate Finance for Sara Lee Corporation. Ms. Cronin’s roles overseeing the audit, compliance, regulatory and risk management functions at CME Group provide the Board with crucial knowledge and perspective on the challenges of doing business in a highly-regulated industry. In addition, her extensive experience with corporate governance, information security, corporate law and corporate finance enhances the Board’s expertise in these key operation areas and its understanding of the important role of a public company board and its committees.
~~Age: 58~~ ~~Director since: 2015~~

~~Kemper Corporation 2022 Proxy Statement 14~~


						~~Proposal 1~~


~~Jason N. Gorevic~~
			Mr. Gorevic is Chief Executive Officer of Teladoc Health, Inc. and a member of its board of directors. He has served in those roles since 2009. Under his leadership, Teladoc Health has become a world leader in virtual care. Prior to joining Teladoc Health, Mr. Gorevic served in various management roles at WellPoint, Inc. (now Anthem, Inc.), including as president of Empire BlueCross BlueShield. Prior to joining Empire, he held various executive leadership roles at Oxford Health, Mail.com, and Gemfinity. Mr. Gorevic is an experienced leader and entrepreneur in the healthcare industry. He brings to the Board his deep experience in a consumer-facing business and background as an accomplished business leader. His perspectives on managing a leading health and technology business will be particularly valuable to the Board as it considers the Company’s human capital and growth opportunities.
~~Age: 50~~ ~~Director since: 2022~~


~~Lacy M. Johnson~~
			Mr. Johnson is a partner with the Taft Stettinius & Hollister LLP law firm where he has practiced since February 2021. He is part of Taft’s Public Affairs Strategies Group and partner-in-charge of the firm’s Washington D.C. office. Mr. Johnson is a former partner with the Ice Miller LLP law firm, where he practiced from 1993 to January 2021 and focused on public affairs services. Previously, Mr. Johnson served as Attorney, Government Relations Services, Sagamore-Bainbridge, Inc., Director of Security for the Indiana State Lottery, liaison with the Indiana General Assembly, and Lt. Colonel and deputy superintendent for Support Services for the Indiana State Police. Mr. Johnson served on the Biden-Harris transition team, was a member of Vice President Harris’s Midwest Finance team and is a trusted advisor and supporter of many Congressional Black Caucus (CBC) leaders and members.He ~~is a Democratic National Committeeman and former Lt. Commander of the United States Naval Intelligence Reserves. In addition, Mr. Johnson has served as a director of Griffon Corporation since 2019.~~ Mr. Johnson’s extensive background and experience in public affairs and government relations have brought unique perspective to the Board and his service in other roles provide valuable insights on ESG practices involving diversity considerations and other social issues. In addition, Mr. Johnson provides the Board with legal acumen gained over his 30 years of legal practice and service in both private law firms and government offices.
~~Age: 69~~ ~~Director since: 2016~~

~~Kemper Corporation 2022 Proxy Statement 15~~


						~~Proposal 1~~


~~Robert J. Joyce~~
			Mr. Joyce has served as Lead Director since 2021. Prior to that, Mr. Joyce was the Chairman of the Board of Directors of the Company since November 2015. Mr. Joyce served as Chairman and Chief Executive Officer of Westfield Group from July 2003 to January 2011, and as Executive Chair of Westfield’s Board from January 2011 until his retirement in March 2012. Westfield Group is privately-held and provides a broad portfolio of insurance and financial services. Mr. Joyce also served as Chairman of Westfield Bank from December 2001 to April 2010. Prior to joining Westfield in 1996, Mr. Joyce held various senior leadership positions with Reliance Insurance Group, and previously worked as a certified public accountant. Mr. Joyce served as a U.S. Navy Captain and is a veteran of Desert Storm and Desert Shield. Mr. Joyce brings substantial leadership experience and insurance industry expertise to the Board. Mr. Joyce also gained valuable acumen and skills for his role as Chairman of the Company’s Board through his years of service as Chairman of the Board at Westfield. In addition, Mr. Joyce previously served on the Board of Governors of the Property Casualty Insurers Association of America and is a past chair of that organization. He also served as a Trustee of the Griffith Insurance Education Foundation and on the Board of the National Association of Independent Insurers.
~~Age: 73~~ ~~Director since: 2012~~


~~Joseph P. Lacher, Jr.~~
			Mr. Lacher has served as President and Chief Executive Officer of the Company since November 2015 and as Chairman since May 2021. Mr. Lacher previously served in other senior executive roles in the insurance industry. From November 2009 to July 2011, Mr. Lacher was President of Allstate Protection, a unit of Allstate Corporation, where he led the company’s property and casualty offerings serving more than 17 million American households. Prior to Allstate, Mr. Lacher spent 18 years at The Travelers Companies, Inc., serving as Executive Vice President - Personal Insurance from 2002 to 2009 and as Executive Vice President - Select Accounts from 2006 to 2009. Mr. Lacher’s senior executive experience in the insurance industry provides valued expertise and perspective to the Board. In his role as the Company’s Chairman and Chief Executive Officer, he fills a critical role as liaison between the Board and the members of the Company’s executive and operational teams. His strong industry background and insights complement the broad business backgrounds and skills of the other members of the Board.
~~Age: 52~~ ~~Director since: 2015~~

~~Kemper Corporation 2022 Proxy Statement 16~~


						~~Proposal 1~~


~~Gerald Laderman~~
			Gerald Laderman is Executive Vice President and Chief Financial Officer of United Airlines, a position held since August 2018. Previously, as a member of United’s senior executive leadership team, he served as Senior Vice President and Acting Chief Financial Officer from 2015 to 2016 and again in 2018. Mr. Laderman was Senior Vice President - Finance, Procurement and Treasurer from 2010 to 2015 and 2016 to 2018. In this role, Mr. Laderman oversaw corporate finance, treasury operations, risk management, fleet management, tax and procurement (including fuel, technical and corporate procurement). Mr. Laderman was Senior Vice President of Finance and Treasurer for Continental Airlines from 2001 to 2010 prior to its merger with United. He joined Continental in 1988 as Senior Director of Legal Affairs and Aircraft Programs. Prior to joining Continental, Mr. Laderman practiced law at the New York firm of Hughes Hubbard and Reed from 1982 to 1988. Mr. Laderman brings extensive financial acumen to the Board, as well as technical knowledge gained from managing the finance operations and many functional areas of a large multinational corporation. His resulting expertise in finance, including matters such as capital and operating budget planning, cost management and capital allocation, and other key corporate functions, including enterprise risk management, as well as his service as a public company Chief Financial Officer, provides the Board with substantial wisdom and perspective.
~~Age: 64~~ ~~Director since: 2020~~


~~Stuart B. Parker~~
			Mr. Parker served as President and Chief Executive Officer of USAA, as a member of the USAA Board of Directors and as Chair of the Board of USAA Federal Savings Bank from March 2015 until his retirement in February 2020. USAA, a privately-held company, provides insurance, investment and banking solutions to military members and veterans and their families. Mr. Parker previously served as USAA’s Chief Operating Officer from 2014 to 2015, Chief Financial Officer from 2012 to 2014, President of the Property and Casualty Insurance Group from 2007 to 2012 and President of Financial Planning Services from 2004 to 2007. Mr. Parker joined USAA in 1988 and served as a member of its senior team, the Executive Council, for 16 years. Mr. Parker served in the U.S. Air Force for nearly 10 years and is a veteran of Desert Shield and Desert Storm. Since December 2020, Mr. Parker has also served as a director of HealthEquity, Inc. Mr. Parker brings substantial financial industry experience to the Board from his over 30 years of service with USAA. His many leadership roles, including service as a chief executive officer, board member and board chair, provide extensive hands-on knowledge in areas such as operations and governance in a highly-regulated industry, executive management and strategy development and implementation. 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, enhancing the Board’s awareness of important issues and ESG initiatives.
~~Age: 60~~ ~~Director since: 2020~~

~~Kemper Corporation 2022 Proxy Statement 17~~


~~Audit Committee Report~~


~~Christopher B. Sarofim~~
			Mr. Sarofim is the Vice Chairman and a member of the Board of Directors of Fayez Sarofim & Co., a registered investment advisory firm. Mr. Sarofim joined the firm in 1988 and has been a member of its Board since August 2014. He is a member of the firm’s Executive, Finance and Investment Committees, co-manager of the mutual funds that Fayez Sarofim & Co. manages for BNY Mellon, and is also the President of the firm’s foreign advisory business, Sarofim International Management Company and a Director of The Sarofim Group. Mr. Sarofim shares portfolio management responsibilities for numerous separate accounts advised by the firm, as well as several Dreyfus Corporation mutual funds. Prior to joining Fayez Sarofim & Co., he was employed with Goldman, Sachs & Co. in corporate finance. Since February 2021, Mr. Sarofim has also served as a director of Flame Acquisition Corp. Mr. Sarofim offers the Board extensive experience in the investment world, gained with one of the nation’s premier investment advisory firms. With his financial background and investment advisory experience, Mr. Sarofim is particularly well-suited to serve on the Investment Committee and provides the Board financial market and securities analysis expertise, key aspects of the Company’s investment portfolio management function.
~~Age: 58~~ ~~Director since: 2013~~


~~Susan D. Whiting~~
			Ms. Whiting currently serves as a director and advisor to for-profit global companies, both private and public. Ms. Whiting had served as Vice Chair of Nielsen Holdings plc until she stepped down in January 2014, following her 35-year career with the company. Nielsen is a global performance management company that provides a comprehensive understanding of what consumers watch and buy. Ms. Whiting’s prior positions with Nielsen include President, Chief Operating Officer, Chief Executive Officer and Chairman of Nielsen Media Research, and Global Executive Vice President. Since 2013, Ms. Whiting has also served as a director of Alliant Energy Corporation. Ms. Whiting has an extensive background in a variety of operational and executive roles. Her resulting expertise in consumer behavior, information services and data analytics, and government and public affairs, provides the Board with strategic management competencies in these areas. In addition, Ms. Whiting’s career service with Nielsen gives the Board significant consumer-focused perspective and insight.
~~Age: 65~~ ~~Director since: 2017~~


~~Required Vote~~


~~Recommendation of the Board of Directors~~

~~The Board of Directors recommends that you vote~~ ~~“FOR”~~ ~~the Election of all Nominees for Director in Proposal 1.~~

~~Kemper Corporation 2022 Proxy Statement 18~~


~~Independent Registered Public Accountant~~

~~Audit Matters~~


~~Audit Committee Report~~

This report concerns the Audit Committee and its activities regarding the Company’s financial reporting and auditing processes. The role of the Audit Committee is one of oversight, and does not include conducting audits or determining whether the financial statements are complete and accurate. The responsibility for the completeness and accuracy of the Company’s financial statements and the assessment of the effectiveness of the Company’s internal control over financial reporting rests with Company management. It is the responsibility of the Company’s independent registered public accountant to perform an audit of, and to express an opinion on whether, the Company’s annual financial statements are fairly presented in conformity with accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting. The responsibility of the Audit Committee is to review and monitor these processes on behalf of the Board.

~~In this context, the Audit Committee has taken the following actions:~~

•~~reviewed and discussed the Company’s audited financial statements and the effectiveness of the Company’s internal control over financial reporting with management and Deloitte & Touche LLP (“Deloitte & Touche”), the Company’s independent registered public accountant for the fiscal year ended December 31, 2021;~~

•~~discussed with Deloitte & Touche the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;~~

•received from, and discussed with, Deloitte & Touche its written disclosures and letter regarding its independence required by applicable requirements of the PCAOB regarding the independent registered public accountant’s communications with the Audit Committee about independence, and discussed with Deloitte & Touche the firm’s independence; and

•in reliance on these reviews and discussions, and the report of Deloitte & Touche as the Company’s independent registered public accountant, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 2021, be included in the Annual Report for that year for filing with the SEC.

~~Audit Committee of the Board of Directors of Kemper Corporation:~~

~~Teresa A. Canida~~

~~George N. Cochran~~

~~Kathleen M. Cronin~~

~~Robert J. Joyce~~

~~Gerald Laderman~~

~~Stuart B. Parker, Chair~~

~~Kemper Corporation 2022 Proxy Statement 19~~


						~~Proposal 2~~

~~Independent Registered Public Accountant~~


~~Independent Registered Public Accountant~~

~~Independent Registered Public Accountant Fees for 2021 and 2020 and Pre-Approval of Services~~

Deloitte & Touche, a registered public accountant with the PCAOB, served as the Company’s independent registered public accountant for and during the years ended December 31, 2021 and 2020. The following table provides information regarding the fees for professional services provided by Deloitte & Touche for 2021 and 2020:

Fee Type 2021 2020
Audit Fees (1) $ 4,260,751 $ 4,169,365
Audit-Related Fees (2) 152,567 251,164
Tax Fees (3) 707,175 582,797
Total Fees $ 5,120,493 $ 5,003,326

(1) Audit Fees in 2021 and 2020 include fees for: (i) the audit of the Company’s annual financial statements and to provide an opinion on the effectiveness of the Company’s internal control over financial reporting; (ii) the review of the financial statements included in the Company’s quarterly reports on Form 10-Q; and (iii) other services normally provided by the independent registered public accountant, including services in connection with regulatory filings by the Company and its subsidiaries for the 2021 and 2020 fiscal years.

~~(2) Audit-Related Fees in 2021 and 2020 include fees for the audit of several of the Company’s employee benefit plans.~~

~~(3) Tax Fees in 2021 and 2020 include fees to prepare forms and schedules for several of the Company’s employee benefit plans and other miscellaneous tax services.~~

~~Pre-Approval of Services by Independent Registered Public Accountant~~

Under its charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of Kemper’s independent registered public accountant, including the pre-approval of audit engagements and all permitted non-audit engagements of the independent registered public accountant. Pre-approval of non-audit services may be delegated to the chair of the Audit Committee. All services provided to Kemper by Deloitte & Touche in 2021 and 2020 were pre-approved by the Audit Committee.

~~Kemper Corporation 2022 Proxy Statement 20~~


						~~Executive Officers~~

~~Proposal 2:~~ ~~Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accountant~~


~~Overview~~

The Audit Committee considered the performance and qualifications of Deloitte & Touche and has reappointed Deloitte & Touche to serve as the Company’s independent registered public accountant for fiscal year 2022, and the Board is asking shareholders to ratify that selection. Under applicable laws, rules and regulations, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accountant. The Board believes that shareholder ratification of the appointment of the independent registered public accountant, while not legally required, represents good governance practice in light of the significance of the independent registered public accountant’s role in the process of ensuring the integrity of the Company’s financial statements.

~~The vote is advisory, which means the vote is not binding on the Company, the Board or the Audit Committee~~. The affirmative vote of a majority of the votes cast with respect to the proposal is required to ratify the selection of Deloitte & Touche as the Company’s independent registered public accountant for the 2022 fiscal year. In the event the appointment is not ratified, the Audit Committee will consider whether the appointment of a different independent registered public accountant would better serve the interests of the Company and its shareholders. Despite shareholder ratification, the Audit Committee may appoint a new independent registered public accountant at any time if it determines in its sole discretion that such appointment is appropriate and in the best interests of the Company and its shareholders.

It is expected that representatives from Deloitte & Touche will be present at the Annual Meeting. Such representatives may make a statement if they desire to do so and will be available to respond to appropriate questions.


~~Required Vote~~

If a quorum is present, the selection of Deloitte & Touche as the Company’s independent registered public accountant for 2022 will be ratified by the affirmative vote of the majority of votes cast, meaning the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal. “Abstentions” and “broker non-votes” are not considered votes cast “FOR” or “AGAINST” the proposal and will have no effect on the proposal.


~~Recommendation of the Board of Directors~~

~~The Board of Directors recommends that you vote “FOR” Proposal 2.~~

~~Kemper Corporation 2022 Proxy Statement 21~~


						~~Executive Officers~~

Executive Officers

The following narratives summarize the business experience over at least the last five years of the Company’s current executive officers, other than Mr. Lacher, whose business experience was described above in the Election of Directors section beginning on page ~~12.~~7. The positions described below as being with the Company may have been held with Kemper or one or more of its subsidiaries. The executive officers serve at the pleasure of the Board.


			Ismat Duckson Aziz
~~Ismat Aziz~~	Executive Vice President, Chief Human Resources Officer & Chief Administrative Officer Age: 55	54 •Joined the Company in December 2020 and currently serves as Chief Human Resources Officer (“CHRO”) and Chief Administrative Officer. •Officer of U.S. Bank, serving as Chief Advocacy Officer from February 2020 to December 2020, and as CHRO from September 2018 to February 2020, where she was responsible for human capital strategy, including talent acquisition and development, performance management, compensation and benefits and employee relations. •Served as CHRO for Sprint Corporation from May 2016 to September 2018, as CHRO for Wal-Mart Stores, Inc. (Sam’s Club) from April 2012 to April 2016, and in other senior human resources roles at Sears Canada Inc. from June 2009 to April 2012 and at MDS Pharmaceuticals from April 2007 to May 2009.

~~Ms. Aziz joined the Company in December 2020 and currently serves as Chief Human Resources Officer (“CHRO”) and Chief Administrative Officer. Prior to joining the Company, Ms. Aziz~~ ~~was an officer of U.S. Bank,~~ ~~serving as~~ Chief Advocacy Officer from February 2020 to December 2020, and as CHRO from September 2018 to February 2020, where she was responsible for human capital strategy, including talent acquisition and development, performance management, compensation and benefits and employee relations. Previously, Ms. Aziz served as CHRO for Sprint Corporation from May 2016 to September 2018, as CHRO for Wal-Mart Stores, Inc. (Sam’s Club) from April 2012 to April 2016, and in other senior human resources roles at Sears Canada Inc. from June 2009 to April 2012 and at MDS Pharmaceuticals from April 2007 to May 2009.


John M. Boschelli
Executive Vice President and Chief Investment Officer Age: 54			53

~~Mr. Boschelli joined the Company in December 1997 and assumed his current position with the Company in May 2009. Mr. Boschelli served~~

•Joined the Company in December 1997 and assumed his current position with the Company in May 2009.

•Served as the Company’s Treasurer from February 2002 to May 2009, as Assistant Treasurer from December 1999 to February 2002, and in various other positions from December 1997 to April 1999.


Charles T. Brooks
Executive Vice President, Operations and Systems Age: 56			55 •Joined the Company in May 2016 as Senior Vice President & Chief Information Officer and assumed his current position in March 2017. •Served as the Global Operations and Technology Officer for ACE Limited (now Chubb), a position he held from August 2011 to December 2015. •Served as Senior Vice President/Head, Member and Plan Sponsor Services for Aetna from February 2009 to August 2011. •Served as Senior Vice President, Operations and Chief Information Officer, Personal Lines for Travelers from December 2003 to February 2009 and as Partner, Financial Services - Insurance Practice at Accenture from June 1998 to December 2003.

Mr. Brooks joined the Company in May 2016 as Senior Vice President & Chief Information Officer and assumed his current position in March 2017. Prior to joining the Company, Mr. Brooks served as the Global Operations and Technology Officer for ACE Limited (now Chubb), a position he held from August 2011 to December 2015. From February 2009 to August 2011, Mr. Brooks served as Senior Vice President/Head, Member and Plan Sponsor Services for Aetna. Mr. Brooks previously served as Senior Vice President, Operations and Chief Information Officer, Personal Lines for Travelers from December 2003 to February 2009 and as Partner, Financial Services - Insurance Practice at Accenture from June 1998 to December 2003.


28

Executive Officers


C. Thomas Evans, Jr.
Executive Vice President, Secretary and General Counsel Age: 64			63 •Joined the Company in 1992 and assumed his current position in May 2015. •Served in several leadership roles for the Company including Secretary and Associate General Counsel, Assistant General Counsel, Chief Counsel for Career Agency, and Counsel. •Was in private practice with the law firm of Winston & Strawn, where his practice focused on corporate and commercial litigation, before joining the Company in 1992.

Mr. Evans joined the Company in 1992 and assumed his current position with the Company in May 2015. Previously, Mr. Evans served in several leadership roles for the Company including Secretary and Associate General Counsel, Assistant General Counsel, Chief Counsel for Career Agency and Counsel. Before joining the Company in 1992, Mr. Evans was in private practice with the law firm of Winston & Strawn, where his practice focused on corporate and commercial litigation.


Matthew A. Hunton
Executive Vice President and President, Kemper Auto Age: 42			•Joined the Company in 2019 and assumed his current position in November 2022. •Spent more than 10 years at Travelers from July 2007 to May 2019, where he led the Select/Small Commercial business, as well as Product Management, Operations and Technology organizations across personal and business insurance sectors.


James J. McKinney
Executive Vice President and Chief Financial Officer Age: 43			42 •Joined the Company in his current position in November 2016. •Served as Executive Vice President, Chief Financial Officer for Banc of California from November 2015 to November 2016 and as Executive Vice President, Chief Accounting Officer from September 2015 to November 2015. •Held senior executive positions with International Lease Finance Corporation, a unit of AerCap Holdings N.V., from November 2012 to July 2015 where he served as Vice President, Controller and previously as Vice President, Principal Accounting Officer and Global Corporate Controller. •Held several senior financial positions with RBS Citizens Asset Finance from June 2004 to November 2012, most recently as Vice President, Head of Balance Sheet Management, Operations & Strategy.

~~Mr. McKinney~~joined the Company in his current position in November 2016. Prior to joining the Company, Mr. McKinney served as Executive Vice President, Chief Financial Officer for Banc of California from November 2015 to November 2016 and as Executive Vice President, Chief Accounting Officer from September 2015 to November 2015. From November 2012 to July 2015, Mr. McKinney held senior executive positions with International Lease Finance Corporation, a unit of AerCap Holdings N.V., where he served as Vice President, Controller and previously as Vice President, Principal Accounting Officer and Global Corporate Controller. Mr. McKinney previously held several senior financial positions with RBS Citizens Asset Finance from June 2004 to November 2012, most recently as Vice President,

~~Kemper Corporation 2022 Proxy Statement 22~~


2023 PROXY STATEMENT			29

Executive Officers


Duane A. Sanders
Executive Vice President and President, Property & Casualty Division Age: 66			•Joined the Company in his current position in January 2018. •Spent 16 years at Travelers, from August 2001 to January 2018, in several senior leadership roles, most recently as Senior Vice President of Small Commercial, leading Field Operations, National Programs, National Distribution, International Small Commercial, and the broader Business Insurance Low Touch initiative. •Held various senior leadership roles at Travelers Canada, from 2013 to 2016, including CEO and COO. •Held various senior leadership positions at Mobile America Insurance Group from 1995 to 2001.


Tim Stonehocker
Executive Vice President and President, Kemper Life Age: 57			•Joined the Company in 2020 and assumed his current position in November 2022. •Served more than 20 years at Aegon Americas from 1987 to 2010 in various roles including President and CEO of AEGON USA Life and Protection Group, President and CEO of AEGON Financial Partners, and President and CEO of World Financial Group. More recently from 2010 to 2017, he served as Executive Vice President of Ameritas Life Insurance Corp.


James A. Alexander
Senior Vice President, Chief Accounting Officer and Principal Accounting Officer Age: 56			•Joined the Company in his current position in September 2022. •Served as Chief Accounting Officer and Corporate Controller at Element Fleet Management Corporation from August 2020 to August 2022. •Served as Deputy Corporate Controller at AIG International Group, Inc. and earlier as Chief Accounting Officer and Global Controller for AIG Financial Products Corp., between July 2006 to September 2019. •Served as Global Asset and Wealth Management Controller for JP Morgan Chase from August 1994 to July 2006.


30


									~~Compensation Committee Governance~~

~~Head of Balance Sheet Management, Operations & Strategy.~~

PROPOSAL 2

~~Anastasios Omiridis~~

~~Senior Vice President, Deputy Chief Financial Officer and Principal Accounting Officer~~

54Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Mr. Omiridis joined the Company in his current position in September 2019. Prior to joining the Company, Mr. Omiridis served as Senior Vice President and Chief Financial Officer of Chubb Life, a segment of Chubb Limited, from May 2017 to September 2019. Prior to that, he was Senior Vice President and Chief Accounting Officer for Argo Limited from December 2012 to January 2017. Prior to Argo Limited, Mr. Omiridis held similar senior roles at MetLife from August 2007 to December 2012, which includes roles held at American Life Insurance Company prior to its acquisition by MetLife in November 2010, and Scottish Reinsurance from June 2006 to August 2007.

~~Duane A. Sanders~~

~~Executive Vice President and President, Property & Casualty Division~~

~~Mr. Sanders joined~~

Overview

This proposal provides you with the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of the NEOs as disclosed in this Proxy Statement in accordance with the applicable compensation disclosure rules (“Say-On-Pay”).

In voting on Proposal 2, you will be voting whether to approve the following resolution:

“RESOLVED, that, the Company’s shareholders approve the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of SEC Regulation S-K in the Proxy Statement for the 2023 Annual Meeting of Shareholders, including the section captioned Compensation Discussion and Analysis, the compensation tables and related narrative discussions.”

This proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of the NEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means the vote is not binding on the Company, the Board of Directors, or the HR & Compensation Committee. However, the HR & Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Compensation Discussion and Analysis section of this Proxy Statement that begins on page 35 provides an Executive Summary and detailed information on the executive compensation program and amounts paid to the Company’s NEOs for 2022. The Company encourages you to review the Compensation Discussion and Analysis in ~~his current position~~considering whether to vote in ~~January 2018. Prior~~favor of this proposal. The Compensation Discussion and Analysis contains a summary of important changes Kemper will be making to ~~joining~~its executive compensation program for the ~~Company, Mr. Sanders spent 16 years at Travelers, from August 2001 to January 2018, in several senior leadership roles, most recently as Senior Vice President~~2023 performance year.

Required Vote

If a quorum is present, Proposal 2 will be approved by the affirmative vote of ~~Small Commercial, leading Field Operations, National Programs, National Distribution, International Small Commercial,~~the majority of votes cast, meaning the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal. “Abstentions” and “broker non-votes” are not considered votes cast “FOR” or “AGAINST” the ~~broader Business Insurance Low Touch initiative. From 2013 to 2016, Mr. Sanders held various senior leadership roles at Travelers Canada, including CEO~~proposal and ~~COO. Prior to joining Travelers, Mr. Sanders held various senior leadership positions at Mobile America Insurance Group from 1995 to 2001.~~will have no effect on the proposal.


~~Erich Sternberg~~			~~Executive Vice President and President, Life & Health Division~~			53

Mr. Sternberg joined the Company in his current position in March 2020. Prior to joining the Company, Mr. Sternberg was Chief Executive Officer at Starmount Life Insurance Company, which was acquired by Unum Group in August 2016, and served on the Unum US senior leadership team and as advisor to Unum Group’s Colonial Life unit. He served in various roles at Starmount and Jaimini Health (d/b/a PrimeCare Dental Plan) beginning in 1998, serving as President of Starmount from January 2000 to March 2019 and Chief Executive Officer beginning in January 2015. From 1992 to 1998, Mr. Sternberg served as a marketing and sales executive for Clinique International, a subsidiary of the Estée Lauder companies.

~~Kemper Corporation 2022 Proxy Statement 23~~



~~Compensation Committee Governance~~			The Board of Directors recommends that you vote “FOR” Proposal 2.


2023 PROXY STATEMENT			31

Executive Compensation

Letter from HR & Compensation Committee

To Our Fellow Shareholders,

At our 2022 Annual Meeting of Shareholders, Kemper’s Say-on-Pay (“SOP”) proposal was approved with the support of 54% of the votes cast. This was meaningfully below our historically strong SOP support that averaged approximately 96% over the previous five years. We have always valued feedback from our shareholders and 2022 was no different. Even before the 2022 SOP vote, Kemper undertook an outreach effort with many of our shareholders that included executive compensation matters. In this process, we contacted shareholders representing approximately 70% of our outstanding shares and we successfully engaged with shareholders representing approximately 40% of our outstanding shares. Robert J. Joyce, our Independent Lead Director at the time, participated in certain of these discussions. This engagement process continued throughout 2022 and into the first quarter of 2023.

In these conversations, shareholders expressed broad support for the following:

1.Enhanced disclosure and additional transparency on compensation decisions;

2.Alterations to our short-term incentive program with clearer definition of performance metrics and maximum potential payouts;

3.Strengthening the retentive qualities of the overall executive compensation program, including the use of time-based equity awards, in order to support execution of Kemper’s long-term strategic plan and continuity in the executive leadership team; and

4.Continued alignment of total compensation for our most senior executives with the experience of our shareholders.

We design and execute the company’s executive compensation programs around a core set of principles. These include:

1.Strong alignment between management and shareholder interests and experience;

2.Significant weighting of performance-based “at risk” compensation; and

3.Appropriate retention value for key executive talent.

Shareholder feedback was very consistent with these underlying principles. It also highlighted opportunities for us to enhance certain core elements of our program and our disclosure about how we execute the program. After further consultations with FW Cook, the Committee’s independent compensation consultant, we are implementing a number of changes to how we compensate our most senior executives.

2022 Compensation Results

Our 2022 compensation program is based on our historical design, with the changes discussed below being implemented on a go-forward basis. For 2022, the compensation of Kemper’s most senior executives was directly impacted by the Company’s performance results, which was below our long-term targets. Realized executive compensation was significantly below grant and target values, commensurate with the Company’s financial performance and the associated shareholder experience. We believe that these results demonstrate that the program functioned as designed and according to our underlying principles.

1.No Payouts under 2020 PSUs. The Company’s performance in 2022 did not meet the minimum threshold required for the PSUs granted for the 2020-2022 performance period and, consequently, PSUs did not vest and payouts for these PSUs were at zero percent (0%). In the case of our CEO, this resulted in forfeiture of a grant that had an original grant date fair value of approximately $3.9 million.

2.No Payouts under the EPP and Decreased Bonus Payments. Despite improved operational performance over the course of 2022 and a return to strong distributable cash flow, the performance metrics under the Company’s short-term Executive Performance Plan were not met and no funding pool was established under that plan. After careful deliberation and considering both the zero payout on PSUs and the operational progress that was achieved in 2022, the Committee concluded that a cash award to the executive team was appropriate, albeit at significantly reduced levels. These awards recognize the executive team’s achievements in a still-challenging economic environment and increase the likelihood of retaining an executive team that has the confidence of the Board. As a result, the Committee approved reduced bonus payments to our CEO and other NEOs, which were lower than bonuses for 2021 by 54% and 30% respectively.


32

Executive Compensation

This year’s proxy statement includes newly required “pay versus performance” disclosure (found on page 63 below) showing the “compensation actually paid”, as calculated per SEC disclosure rules, to the CEO and the average compensation actually paid to the other non-PEO NEO’s along with comparable TSR and company-specific performance measures. We recognize that both the Company’s performance relative to peer group TSR and the absolute performance in Net Income was weak, despite a significant rebound in the strength of distributable cash flow. The link between pay and performance that is the basis for our compensation program design delivered similarly lower actual compensation paid for the executive team over the relevant periods. When looking at the combination of the 2021 and 2022 years, our CEO’s actual realized compensation was 6% of the summary compensation table totals and our other NEOs’ comparable number was 39%. These results are inclusive of the 2022 cash bonus payments that the Committee granted outside of the EPP. We believe these results demonstrate a strong pay for performance structure and alignment with shareholder interests and experience.

2023 Compensation Program

Going forward, our executive compensation program will include several important changes. These changes are designed around our core principles and incorporate key elements of recent shareholder feedback.

These changes include the following:

1.An STI Plan with defined threshold, target and maximum pools principally funded via two formulaic, financial KPIs – Operating Income and Distributable Cash Flow – that are closely linked with Kemper’s performance, complemented by subjective role-specific goals for each executive.

2.While total targeted compensation amounts continue to align to market levels, an increased percentage of executive compensation will shift to the LTI Plan and a reduced percentage will be based on the STI Plan.

3.The additional LTI compensation will consist of time-based restricted stock units that vest over three years, designed to increase the plan’s retentive effect while still maintaining over 50% of LTI compensation in the form of performance-based PSUs. This change will occur only for the non-PEO NEO’s. We determined that CEO LTI grants will include no time-based RSU component, a decision supported by Mr. Lacher.

Additional detail on these changes can be found starting on page 38 of the Compensation Discussion and Analysis.

We appreciate our shareholders’ participation as we considered the changes to our compensation program outlined above. On behalf of the Board of Directors, we appreciate your continued support of Kemper Corporation.


			Susan D. Whiting, Chair, Human Resources and Compensation Committee

Compensation Committee Report

The HR & Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below. Based on such review and discussions, the HR & Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report for the year ended December 31, 2022.

HR & Compensation Committee of the Board of Directors of Kemper Corporation:

Susan D. Whiting, Chair
George N. Cochran
Jason N. Gorevic
Lacy M. Johnson


2023 PROXY STATEMENT			33

Executive Compensation

HR & Compensation Committee Governance


HR & Compensation Committee Authority and Delegation

The scope and authority of the HR & Compensation Committee is described in the ~~Board and~~ Corporate Governance section beginning on page 118. The HR & Compensation Committee has authority to retain outside advisors to assist the committee in its evaluation of executive compensation, and to approve the fees and other terms of retention of such advisors. Under the terms of its charter, the HR & Compensation Committee may delegate authority to subcommittees, consistent with applicable law. However, the HR & Compensation Committee does not presently have any subcommittees and no such delegations have been made.

The HR & Compensation Committee has delegated authority to the Company’s CEO to grant, and designate recipients for, a limited number of equity awards under the 2020 Omnibus Plan, and to determine the size, terms and conditions of such awards. The delegated authority covers only new hire, ~~promotional~~promotion and retention awards to employees other than the Company’s executive officers. The delegated authority is regularly monitored by the HR & Compensation Committee.


HR & Compensation Committee Process Overview

The HR & Compensation Committee performs an annual review of the Company’s executive compensation policies, practices and programs, and of the compensation provided to the Company’s executive officers and directors. Annual reviews have historically started at the HR & Compensation Committee meeting held in the last quarter of each year, with compensation determinations for the Company’s executive officers approved at its first quarter meeting of the following year. Each year the HR & Compensation Committee makes decisions on the following matters, generally at or prior to its first quarter meeting:

•annual compensation of the Company’s executive officers;

•determination of the amounts of any annual cash incentives payable for the prior year, including validation of performance results for determining any payouts under performance-based cash and equity-based compensation awards granted for prior years;

•any changes to Kemper’s executive compensation plans and programs; and

•determinations as to the current-year cash and equity-based compensation.

The CEO plays a key role in the decision-making process for determining the annual compensation of the other executive officers by providing performance assessments and making compensation recommendations to the HR & Compensation Committee on salary, annual cash incentives, and equity-based compensation awards. The HR & Compensation Committee considers these recommendations and meets with the CEO to discuss his rationale. ~~The HR & Compensation Committee works collaboratively with the CEO to obtain the benefit of his knowledge and judgment to determine the appropriate compensation for those executive officers.~~

Generally at its fourth quarter meeting each year, the HR & Compensation Committee approves recommendations to the Board for any changes to the non-employee director compensation program. The Company’s executive officers are not involved in the process of analyzing and determining compensation for the non-employee members of the Board, except the CEO, who participates as a Board member when non-employee director compensation is considered and determined by the Board.

The Role of Compensation Consultants

~~Kemper Corporation 2022 Proxy Statement 24~~


						~~Compensation Discussion and Analysis~~


~~The Role of Compensation Consultants~~

The HR & Compensation Committee ~~has~~ engaged the services of Frederic W. Cook & Co. (“FW Cook”), an independent compensation consultant, to assist with its executive and non-employee director compensation review and oversight in 2022, and for such additional services as it has requested from time to time. ~~Frederic W. Cook & Co., Inc. (“FW Cook”) served as the HR & Compensation Committee’s independent compensation consultant for 2021.~~ The HR & Compensation Committee asked FW Cook to provide the committee with benchmarking data based on comparable companies in the insurance industry, as well as general ~~benchmarking~~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 ~~2021~~2022 executive compensation decision-making process is described in more detail below under the headingBenchmarking Analysis in the Compensation Discussion and Analysis section beginning on page 2550. The HR & Compensation Committee considers FW Cook’s independence on an annual basis. For ~~2021,~~2022, the HR & Compensation Committee concluded that no factors existed that presented any independence issues or conflicts of interest under applicable rules of the NYSE or SEC.

~~Kemper Corporation 2022 Proxy Statement 25~~


34

Executive Compensation

Compensation Discussion & Analysis

Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program, practices and processes, focusing in particular on the executive pay decisions for our 2022 Named Executive Officers (“NEOs”) listed below. In addition, this CD&A contains information on changes to the executive compensation program that have been approved by the HR&CC and will be implemented for 2023.

2022 NEOs

Joseph P. Lacher, Jr.
Chairman of the Board, President and Chief Executive Officer

James J. McKinney
Executive Vice President and Chief Financial Officer

John M. Boschelli
Executive Vice President and Chief Investment Officer

Charles T. Brooks

Executive Vice President, Operations and Systems

Duane A. Sanders
Executive Vice President and President, Property & Casualty Division

CD&A Table of Contents


36			Executive Summary

39			Annual Determination of Compensation in 2022

43			Equity-Based Compensation Awards for 2022

43			PSU Awa rds Granted in 2022

46			2020 PSU Awards Paid Out at 0% for the 2020-2022 Performance Period

47			Alternative Summary Compensation Table

48			Other Features of the Equity-Based Compensation Program


2023 PROXY STATEMENT			35

Executive Compensation

Executive Summary

Kemper’s Compensation Philosophy

Kemper’s compensation philosophy has consistently been based on three key principles:

~~Compensation Discussion~~

Pay for Performance

Alignment with

Shareholder Interests

Retention of

Management Talent

a.Kemper’s compensation program is designed upon a total compensation approach with significant performance-based pay "at risk” for senior executives.

b.Variability of compensation should increase at senior executive levels as these individuals have a greater ability to drive results.

a.Use of equity-based compensation aligns the objectives of senior management with the interests of our shareholders.

b.Use of multi-year vesting periods serves to focus senior management on long term, sustainable shareholder value.

a.Kemper’s total compensation program should attract and ~~Analysis~~retain skilled executives.

~~Compensation Discussion~~Performance Highlights

Kemper is a diversified insurance holding company, with subsidiaries that provide automobile, homeowners, life, and ~~Analysis~~other insurance products to individuals and businesses. The Kemper family of companies is one of the nation’s leading specialized insurers. With nearly $13.4 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Auto, Personal Insurance, and Life franchises. Kemper serves over 5.3 million policies, is represented by more than 29,000 agents and brokers, and has approximately 9,500 associates dedicated to meeting the ever-changing needs of its customers.

~~This Compensation Discussion~~2022 was an important year for Kemper as we focused on key strategic initiatives that we believe will both return our Company to profitability and ~~Analysis (“CD&A”) describes~~position it to meaningfully enhance shareholder return going forward. Although operating challenges continued, Kemper made significant progress on its strategic priorities. In making compensation decisions this year, the HR&CC began with the key principles underlying the Company’s ~~executive~~compensation philosophy. The HR&CC then considered the short term adverse financial results, the achievement of key elements of strategic initiatives, and recognized that successful implementation of the Company’s strategic priorities will be accomplished over a multi-year period.

Important strategic achievements in 2022 include:

•Specialty Auto Path Forward. We continued efforts to return our specialty auto franchise to profitability through timely and targeted rate and non-rate actions and the enhancement of underlying core capabilities.

•Life Business Enhanced. Kemper took several important steps to enhance the Life franchise and support further growth, including implementation of a new field agent compensation program, increased underwriting efficacy, and ~~explains how~~improved actuarial capabilities.

•Sale of Reserve National Insurance Company. The Company closed on the ~~HR & Compensation Committee~~sale of Reserve National Insurance Company (Kemper Health), enabling our management to better focus on core capabilities.

•Optimize Capital Management. In 2022, we implemented several initiatives to better utilize capital and improve our financial flexibility including establishment of an offshore, Bermuda-based captive that allowed us to more efficiently deploy capital.

•Reciprocal. We made ~~compensation decisions for~~ the ~~following named executive officers (“NEOs”) in 2021:~~initial regulatory filing to establish a reciprocal insurance exchange that we expect to enhance customer pricing, lower the cost of capital, reduce earnings volatility, and improve returns.


~~Named Executive Officer~~36			~~Position with the Company in 2021~~
~~Joseph P. Lacher, Jr.~~			~~President and Chief Executive Officer~~
~~James J. McKinney~~			~~Executive Vice President and Chief Financial Officer~~
~~John M. Boschelli~~			~~Executive Vice President and Chief Investment Officer~~
~~Duane A. Sanders~~			~~Executive Vice President and President, Property & Casualty Division~~
~~Erich Sternberg~~			~~Executive Vice President and President, Life & Health Division~~

Executive Compensation

The tables below show Kemper’s overall unadjusted, GAAP results for 2022 compared to 2021 and 2020 (Revenue in US $ billions; net income (loss) in US $ millions):


	2020		2021		2022
Total Revenues	$5.21		$5.79		$5.58
EPS (Diluted)	$6.14		$(1.87)		$(4.72)
Net Income (Loss)	$409.90		$(120.50)		$(301.20)
Book Value	$69.74		$62.93		$38.23
ROE	9.8	%	-2.8	%	-10.0	%

Executive Compensation Program Developments

2022 Say-on-Pay Vote and Summary of Stockholder Engagement

The goal of Kemper’s executive compensation program centers around the three key principles described above: to pay for performance; provide rewards aligned with actions that support the creation of long-term sustainable shareholder value; and attract and retain an accomplished executive team. Historically, Kemper has received strong shareholder support in its say-on-pay vote, averaging over 96% support over the last five years. In light of this significant support, Kemper’s compensation program over that period has remained largely consistent.

In 2022, Kemper’s say-on-pay proposal received approval of 54% of the votes cast. Following that atypical result, Kemper engaged in additional shareholder outreach as described above in Board Responsiveness in 2022. In these conversations with shareholders throughout 2022 and into 2023, we heard suggestions for enhancements to specific elements of our compensation program. An important part of our approach to designing our executive compensation program is to consider the feedback we receive from shareholders through regular engagement. Based on the feedback we received, Kemper reassessed elements of our program.

The Evolution of Kemper’s Compensation Program

We understand from our engagement process that shareholders’ primary concerns with our compensation program were the following:

•The short-term incentive (“STI Plan”) did not clearly delineate specific performance metrics and, as a result, appeared too discretionary;

•The STI Plan structure had unclear boundaries related to threshold, target and maximum payout parameters; and

•The retentive effect of the long-term incentive plan (“LTI Plan”) was diminished because it did not incorporate time-based restricted stock units as a component of compensation.

As a result of this feedback, the HR&CC approved a number of changes which will take effect for the 2023 compensation year.

Executive Compensation Pay Mix

Consistent with Kemper’s compensation philosophy that focuses on a total compensation approach and alignment to shareholder value, the HR&CC approved a shift in the pay mix for senior executives. Short term incentive targets for senior executives will be lowered in favor of higher long-term incentive targets, thus delivering a greater percentage of compensation more directly aligned with the interests of our shareholders.

The HR&CC believes that increasing the mix of total compensation attributable to LTI compensation better aligns Kemper’s executive compensation program to both long-term performance and shareholder experience while increasing the retentive effect of our program through the use of time-based awards. The HR&CC determined that CEO LTI grants will not include a time-based RSU component, a decision supported by Mr. Lacher.

Short-Term Incentive Plan

In February 2023, the HR&CC established a new formulaic short-term incentive plan funding process with performance goals for Kemper’s executive leadership team. This new model for the STI Plan will apply for the 2023 performance year. The pool from which awards will be made is determined using a formula with specific financial metrics and individual performance factors. The


~~Executive Summary~~2023 PROXY STATEMENT			37

~~Kemper’s~~

Executive Compensation ~~Program~~

~~Key features~~financial metrics selected by the Committee are intended to tie compensation under the STI Plan to company performance over the relevant time period. The individual performance factors reflect the differing responsibilities among the executive leadership team. The weighting of performance factors will differ based on an individual’s position and business responsibilities.

The table below outlines the key funding elements of the ~~Company’s~~2023 STI Plan scorecard for our executive ~~compensation~~officers. The program ~~in 2021 included the following:~~

•~~Salary, the only component that is fixed and not~~was structured to provide for a STI Plan payout based on ~~performance. Salary represents a relatively small portion of total compensation~~threshold, target and ~~is generally not adjusted annually.~~

•~~Our annual performance-based cash incentive program (“Annual Incentive Program”) rewards participants~~maximum funding percentages for ~~individual performance and the overall performance~~each participant. Payout funding will be interpolated when results ~~of the Company and its business units. The program is designed to allocate the highest compensation to the highest performing and most impactful participants.~~

•~~Our performance-based equity awards include stock options and performance share units (“PSUs”), with three-year performance metrics tied to relative total shareholder return (“Relative TSR”) and adjusted return on equity (“Three-Year Adjusted ROE~~”). Equity awards are tied to key measures we believe are valued by shareholders, including share price increases, relative shareholder return compared to similarly situated insurance companies and adjusted return on equity, a key performance indicator in the insurance industry. These awards increase in value as our share price increases, aligning them with resulting gains by shareholders.

~~Navigating the Challenges of 2021~~

~~Since 2017, Kemper has seen substantial growth through the strategic management of a portfolio of specialty businesses.Over that period and as a result of the successful implementation of the senior management team’s strategic vision, our growth and operating success has outpaced industry peers.Beginning in the first quarter of 2020, the COVID-19 pandemic and the related governmental responses resulted in broad economic disruptions.In 2021, these disruptions led to significant deterioration in the operating environment and near-term outlook for both our P&C and L&H businesses.~~

At the onset of the pandemic in 2020, economic activity and auto travel slowed dramatically. With our auto customers on the road less, Kemper saw corresponding reductions in loss frequency in the P&C business.Combined with proactive steps taken by our team to manage successfully through the pandemic, the aberrational reduction in loss frequency contributed to unexpectedly strong operating performance in 2020.

~~After the lockdowns, financial market volatility, and other economic disruptions of 2020 caused by COVID-19, 2021 represented a return in some respects to a more normal operating environment.For Kemper, however, our niche and underserved markets were directly and adversely affected by additional disruptions caused by the pandemic and the easing of COVID-19 lockdowns.~~

~~In response to the reduction in loss frequency in 2020, Kemper, like many in the industry, delivered premium rebates to auto customers and sought no increases in premium rates for an extended period.Starting in the second quarter of 2021, the American economy emerged from lockdown, leading to rapid increases in auto travel and thus loss frequency.This increase in frequency, combined with broader economic factors such as inflation, labor market pressures and supply~~

~~Kemper Corporation 2022 Proxy Statement 26~~

fall between different levels.

~~Compensation Discussion and Analysis~~

~~chain disruptions, led to significant and abrupt increases in severity and loss costs.These difficulties were exacerbated by the extended timeframe needed to normalize rates, all of which combined to negatively impact the Company’s operating results.~~

~~Kemper’s L&H business continued to experience increased losses directly related to the impacts of COVID-19 in 2021.For example, mortality levels and hospitalizations increased as a result of the pandemic, with the Delta and Omicron variants having a sustained impact on 2021 results.~~

~~The table below shows Kemper’s overall unadjusted results for 2021 compared to 2020 and 2019:~~

In response to these challenges, Kemper’s senior management team took steps in 2021 to both minimize the impact of these factors and optimize the business to be competitively positioned for a more favorable operating environment.~~Some of these actions included:~~

•~~Proactively seeking rate increases for P&C products affected by unfavorable loss trends;~~

•~~Digitizing the L&H premium collection process, which had relied heavily on in-person interactions with customers, to be more flexible and efficient;~~

•~~Hiring talented executives with the skills and experience to capitalize on emerging business opportunities;~~

•~~Supporting our communities through a refocused and more impactful philanthropy program; and~~

•~~Investing in the continued training and development of our employees.~~

~~In spite of the challenges in 2021, Kemper’s business remains strong.~~Following several years of solid operating performance and disciplined capital management, we believe the Company’s cash flows, balance sheet and liquidity are healthy and well-positioned to seek a return to growth and profitability.~~Kemper believes that the many achievements and investments made during 2021 will result in a stronger business going forward.~~

~~Compensation and the Response to COVID-19~~

The objectives of the Company’s executive compensation program are to attract, retain and motivate the Company’s executives by providing competitive compensation structured to incentivize performance in support of the Company’s strategy, and reward executives for achieving the desired results and increasing shareholder value.~~At the heart of this objective is the alignment between pay and performance over the long term.~~

~~Kemper Corporation 2022 Proxy Statement 27~~

Performance Measurement

Weighting

Threshold (50% funding)

Target (100% funding)

Max (200% funding)

~~Compensation Discussion and Analysis~~

Because of our focus on the long-term, an important element of our executive compensation program is that, in measuring performance, it accounts for and normalizes the short-term impact of significant non-recurring events. For example, events of this type might include an unusual litigation outcome or a catastrophe. For these purposes, a catastrophe could include a hurricane, a pandemic, a terrorist attack or another man-made disaster. In the case of catastrophes, Kemper has historically adjusted our financial results to reflect the ~~expected~~ ~~costs of catastrophe losses instead of~~ ~~actual~~ ~~catastrophe losses. Given the aberrational nature of the COVID-19 pandemic, Kemper’s adjusted results reflect the exclusion of COVID-19 specific items.~~

~~The following table shows 2021 actual Net Income and Return on Equity, each as reported and as adjusted:~~


~~2021 Performance~~
~~Measure~~	~~2021 Actual~~
~~Net Income (Loss)~~	~~$(120.5) million~~
~~Adjusted Net Income (1)~~	~~$407.2 million~~
~~Return on Equity (“ROE”) (2)~~	~~9.6 %~~
~~Adjusted ROE (1)(2)~~	~~11.7~~	%

~~(1) Non-GAAP financial measure - See Appendix A for GAAP to Non-GAAP reconciliation.~~

~~(2) Calculated using average of beginning-of-year and end-of-year shareholders’ equity.~~

By adjusting the impact of episodic, non-recurring events—including the COVID-19 pandemic—to a normalized amount based on historical experience, we believe that the HR & Compensation Committee is better able to evaluate relative performance in a given year.Over time, the HR & Compensation Committee believes that this is the best method to judge performance and by design it results in a compensation structure more consistent and less affected by short term volatility driven by non-recurring items.

~~The COVID-19 pandemic had a significant impact on Kemper’s results of operations in both 2020 and 2021.However, because the aberrational impact of COVID-19 is adjusted as described above, the ultimate impact on executive compensation is more limited.In particular, these adjustments affect the following components of Kemper’s executive compensation program:~~

•The formula used for determining the 2021 annual cash incentive pool under Kemper’s Executive Performance Plan includes COVID-19 impacts in the actual catastrophe losses that are adjusted to a normalized amount; and

•~~The calculation of the Company’s return on equity (or ROE) used in the determination of the PSUs based on Three-Year Adjusted ROE has been adjusted for COVID-19 impacts.~~

~~Adjustments were considered and made in 2020, when the effect of the pandemic on results was largely favorable, and in 2021, when the impact was largely unfavorable.~~As a result, the performance-based component of NEO’s compensation—and thus their total compensation—has been largely consistent over the last three years. To the extent that a more favorable operating environment in future periods reduces the ultimate effect of the pandemic on Kemper’s results, we expect that adjustments to that impact would also be considered and made according to the same principles.

~~The effect of these adjustments does not apply to all elements of executive compensation.~~In particular, the realized value of stock options is based on the trading price of Kemper’s Common Stock and the vesting of a portion of the PSUs is determined based on Kemper’s Relative TSR at the applicable time.~~For more information about awards based on Relative TSR, please refer to~~ ~~PSU Awards Granted in 2021—Shares Based on Relative TSR~~ ~~on page 38.~~

As equity compensation typically serves as the largest component of the compensation package for our executive population, linking these elements of compensation to absolute and relative share price is an important way in which total compensation is directly aligned with the interests of shareholders.~~To the extent that COVID-19 (or any other factor) impacted Kemper’s share price, it would have a corresponding impact on NEO compensation.As described below, this in fact occurred in 2021.~~

~~In particular, the LTI awards vesting in 2021 were 31% lower in value than they were upon grant date.Outstanding stock options that were granted in 2018, 2019 and 2020 held no value as of December 31, 2021, as the trading price of $58.79~~

~~Kemper Corporation 2022 Proxy Statement 28~~

Adjusted Operating Income

~~Compensation Discussion and Analysis~~

~~of our Common Stock was lower than the price on each of the grant dates for those years.Stock options make up 25% of the NEO’s long term incentive award and their value directly aligns to shareholder value.~~

~~In addition, lower operating performance resulted in reduced vesting of PSUs as compared to prior years.~~As illustrated in the following table, with a decline in Relative TSR, the total percentage of PSUs awarded in prior years that vested for our NEOs based on 2021 performance was substantially lower than in prior years.

~~Kemper believes that these results illustrate the alignment of pay with performance and reflect an appropriate overall compensation program design.~~

~~Executive Compensation Outcomes—2021 and in the Future~~

~~Kemper’s HR & Compensation Committee have long believed that the Company’s executive compensation program effectively links pay and performance and aligns with shareholder interests.We believe that our history of strong shareholder “say-on-pay" votes, including 97% of the votes cast in 2021, support this conclusion.In addition and for the reasons described above, the Company believes the executive compensation program performed effectively during the challenges in 2021 caused by the COVID-19 pandemic.~~

Varies by Individual	Below Target Performance
~~Executive Compensation Program~~

~~Summary of Executive Compensation Elements~~

The Company provides both fixed (salary) and performance-based (cash and equity incentives) compensation to NEOs. Most compensation awarded to each NEO in 2021 was “at risk” to the executive because it was contingent on Company and individual performance and, for the PSU component, the number of shares ultimately paid out could vary from the initial award. Additionally, the value of the PSUs and stock options granted will change commensurate with the price of the Company’s Common Stock. The amount of “at risk” compensation based on performance is designed to be significantly more than salary. The following charts show each element of 2021 target NEO compensation, including the mix of annual cash and long-term equity incentives, as well as the overall percentages of fixed versus performance-based compensation for the CEO and for the other NEOs (on average):

~~Kemper Corporation 2022 Proxy Statement 29~~

100% of Target

Above Target Performance

Distributable Cash Flow

~~Compensation Discussion and Analysis~~Below Target Performance

100% of Target

Above Target Performance

Role Specific Factors

Under-achieved

100% of Target

Above Target Performance

STI Performance Factors

The HR&CC selected Adjusted Operating Income and Distributable Cash Flow as the two financial metrics used in the determination of the STI Plan funding pool. These metrics are calculated as follows:


Metrics	How it’s Calculated	What it Measures
Adjusted Operating Income	•Adjusted Consolidated Net Operating Income as reported and adjusted for after-tax impact of the following items: –Adjust the amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses –Additional significant unusual or non-recurring items as permitted by the Omnibus Plan	•Measures Kemper’s profitability from its core business operations, excluding one-time items that are not indicative of core business performance.
Distributable Cash Flow	•Insurance company statutory Net Income and Non-insurance company GAAP Net Income •Add: Additional dividends paid to parent as a result of management-specific capital efficiency strategies •Adjust amount of Actual Catastrophe Losses and LAE to equal Expected Catastrophe Losses •Additional significant unusual or nonrecurring items as permitted by the Omnibus Plan	•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 that are required by GAAP.

The HR&CC believes that these metrics provide a comprehensive view of the value generated by management decisions during a particular period and are directly aligned with shareholder interests.

Long-Term Incentive Plan

The HR&CC is also making important changes to the LTI Plan for 2023. As noted earlier, we are adjusting the total compensation mix for executive officers by increasing the projected portion of total compensation payable under the LTI Plan and reducing the projected portion payable under the STI Plan. The change in mix will vary by officer, as we do not apply a set formula in sizing each officer’s base salary, target annual bonus, and annual equity award. In response to shareholder concerns on the retentive


38

Executive Compensation

nature of the equity program, the additional portion of targeted LTI Plan compensation for executive officers other than the CEO will consist of time-based restricted stock units (RSUs) that will vest over a three-year period. There will be no changes to the target value or metrics associated with our PSU awards and more than 50% of the equity award will remain performance based. Awards for Mr. Lacher remain split 25% stock options and 75% PSUs.

Summary of Executive Compensation Practices under the 2023 Program


What We Do		What We Do Not Do
ü
	~~Pay-for-Performance~~: Pay Executives Competitively: Executive compensation is benchmarked annually to a peer group of similar industry, size and business complexity.		No Guaranteed Compensation: Executives are not 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 ~~performance~~ results.	ü	~~Independence~~No repricing: The Omnibus Plan prohibits repricing or exchange of ~~Executive Compensation Consultant~~:underwater stock options without prior shareholder approval.

	Stock Ownership Guidelines: The ~~HR & Compensation Committee has engaged an~~Company maintains robust stock ownership guidelines for our executive officers to reinforce the alignment of our executives with shareholder interests.		No Tax Gross-Ups: NEOs and other executive officers are not entitled to excise tax gross-ups under any Company policies or compensation ~~advisor who is independent~~programs with respect to a change in ~~accordance~~control.

	Double-Trigger Change-in-Control: Our Company policy provides for change-in-control benefits only on a qualified termination of employment in connection with ~~SEC and NYSE rules and has no personal relationships~~a change-in-control.		No Employment Contracts: The Company does not have employment contracts with ~~our~~its NEOs or ~~Board members.~~other executive officers, who are all “at will” employees.
ü
	Clawback ~~Rights~~: Rights: Our cash incentive and equity programs include clawback rights on paid incentives in the event of certain accounting restatements or as otherwise required by applicable law.	ü	~~Independent Committee Members: All HR & Compensation Committee members are independent in accordance with SEC and NYSE requirements and guidelines.~~
ü	~~Dividend Equivalents Paid Only on Earned Awards: Since 2018, dividend equivalents accrue on performance shares during the performance period and are paid on shares earned when they vest.~~	ü	~~Double-Trigger Change-in-Control: Our Company policy provides for change in control benefits only on a qualified termination of employment in connection with a change in control.~~
ü	~~Stock Ownership Guidelines: The Company maintains rigorous stock ownership guidelines for Directors, NEOs and other executive officers to reinforce the alignment of our executives with shareholder interests.~~	ü	~~Strive to Understand Shareholders’ Views on Executive Compensation: We believe the supportive shareholder vote on the Company’s annual Say-on-Pay proposal demonstrates that the program aligns with shareholder expectations.~~


~~What We Do Not Do~~
û	~~No Tax Gross-Ups: NEOs and other executive officers are not entitled to excise tax gross-ups under any Company policies or compensation programs.~~	û	~~No Employment Contracts: The Company does not have employment contracts with its NEOs or other executive officers, who are all employees “at will.”~~
û	No Hedging or ~~Pledging~~:Pledging: Directors and all employees who receive equity awards are prohibited from hedging, pledging or otherwise encumbering shares of the Company’s Common Stock.

	û Actively Engage with Shareholders to Align Compensation Plans with Shareholder Interests: We engage with shareholders and modified the 2023 compensation program to align with shareholder expectations.		No Excessive ~~Perquisites~~: Perquisites: Perquisites include annual executive physicals, financial planning services, additional insurance coverages, and limited personal ~~aircraft use.~~use of aircraft.

~~Kemper Corporation 2022 Proxy Statement 30~~

Independent Committee Members: All HR & Compensation Committee members are independent in accordance with SEC and NYSE requirements and guidelines.

~~Compensation Discussion and Analysis~~


~~Compensation Strategy and Analysis~~

No Excessive Risk Taking: None of the Company’s compensation plans are designed to encourage or reward executives for excessive risk taking.

~~General Strategy~~

In its deliberations on executive compensation, the HR & Compensation Committee considers whether the cash and equity-based awards are consistent with the Company’s underlying principles and objectives, including long-term shareholder interests, the total value to individual executives and the cost to the Company. Executive compensation decisions are designed to reflect the following approach by the HR & Compensation Committee:

•Obtain a clear understanding of the business strategies and objectives of the Company, and the reasoning and recommendations of senior management. The HR & Compensation Committee believes it is necessary to give significant weight to the views of the CEO and senior management;

•Consider, with the assistance of its compensation consultant, industry data on compensation levels for similar positions at similar companies, particularly in the insurance industry, to assess the comparability of the Company’s pay practices and determine if any noted variances are reasonable, appropriate and purposefully designed to successfully attract, motivate and retain skilled executives in a highly competitive marketplace;

•Provide executive officer salary adjustments only periodically or as appropriate to reflect significant changes to the Company’s profile or increased management responsibilities, or to address significant changes to competitive market conditions;

•~~Provide an annual cash incentive program structured to incentivize and reward exceptional financial, business unit and individual performance during the prior year;~~

•Reward longer-term results through equity-based incentives, including PSUs with three-year performance metrics based on Relative TSR and Three-Year Adjusted ROE, and stock options that gain value based on absolute share price appreciation; and

•~~Monitor compliance by the senior management team with Kemper’s stock ownership policy.~~

The following table summarizes the material elements of the Company’s 2021 executive compensation program. Further details regarding each of the elements are provided in the discussion that follows the table.

~~Kemper Corporation 2022 Proxy Statement 31~~


						~~Compensation Discussion and Analysis~~

~~EXECUTIVE COMPENSATION PROGRAM~~

~~Element~~

~~Key Characteristics~~

~~Why We Pay this Element~~

~~How We Determine Amount~~

~~2021 Decisions~~

~~Fixed Compensation~~

~~Salary~~

~~Fixed compensation payable in cash~~

~~Provides competitive cash compensation to attract, retain and motivate performance by talented executives~~

~~Established using market data as a reference. Adjustments generally made periodically to reflect significant changes in profile of the Company, responsibilities or competitive market conditions~~

~~No salary increases were made to NEOs in 2021, other than to Mr. Boschelli.~~

~~Variable Performance-Based Compensation~~

~~Annual Cash Incentive~~

~~Variable cash compensation~~

~~Aligns compensation program with annual adjusted performance results~~

~~Earned based on corporate, business unit and individual performance~~

~~Program is designed to allocate highest compensation to the highest performing and most impactful participants~~

~~Aggregate annual incentive pool was approximately 100 percent of target pool, based on adjusted 2021 financial performance of the Company and operational considerations~~

~~Performance Share Units (PSUs)~~

~~Variable equity compensation~~

~~Earned based on results of performance metrics at the end of a three-year performance period (assuming continued employment)~~

~~Realizable value is variable based on multi-year Company financial performance and stock price appreciation~~

~~Align management’s interests with those of shareholders~~

~~Performance metrics driven by Company performance~~

~~Balance short-term focus of the Annual Cash Incentive by tying rewards to performance over multi-year periods~~

~~Along with stock options, provide mix of long-term incentives supporting business strategy~~

~~Based on job scope, market data and individual performance~~

~~Actual payouts can range from 0 to 200 percent of target shares, based on achievement of three-year performance goals~~

~~75 percent of total annual equity award value was granted in form of PSUs~~

~~PSUs were split between two performance metrics, with 67 percent based on Relative TSR, and 33 percent based on Three-Year Adjusted ROE~~

~~Stock Options~~

~~Variable equity compensation~~

~~Nonqualified stock options vest equally over three years (assuming continued employment) and expire in 10 years~~

~~Realizable value is variable based on long-term stock price appreciation~~

~~Align management’s interests with those of shareholders~~

~~Focus management on long-term stock price appreciation~~

~~Balance short-term focus of Annual Cash Incentive by tying rewards to long-term performance up~~
~~to 10 years~~

~~Along with PSUs, provide a mix of long-term incentives that support business strategy~~

~~Based on job scope, market data and individual performance~~

~~Twenty-five percent of total annual value of equity award granted as stock options~~

~~Restricted Stock Units (RSUs)~~

~~Variable equity compensation~~

~~Time-vested awards which generally vest equally over two to three years~~

~~RSUs are not part of the annual grant, but are used in limited circumstances~~

~~Generally used to encourage retention and serve as an inducement to join or remain with the Company under certain circumstances~~

~~Based on job scope, future potential assessment and/or to replace compensation “left on table” for candidates, which serves as an inducement to join the Company~~

~~No RSUs were granted~~
~~to NEOs in 2021~~

~~Kemper Corporation 2022 Proxy Statement 32~~


						~~Compensation Discussion and Analysis~~

Annual Determination of Compensation in 2022

~~Benchmarking Analysis~~Pay Delivery and Performance Alignment

As part of its executive compensation review for 2021, the HR & Compensation Committee considered a benchmarking analysis provided by FW Cook comparing the compensation components of salary, annual incentives, long-term incentives, and total compensation of the Company’s CEO and other executive officers relative to pay programs of a selected peer group (“~~Peer Group~~”). Where possible, each Company position was compared to industry data using functional counterparts or executives with similar roles at the peer companies, as well as compensation data disclosed in proxy statements filed in 2020.

The HR & Compensation Committee did not make any changes for 2021 to the Peer Group used in 2020. The 2021 Peer Group consisted of 16 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.

~~The following companies were included in the Peer Group for 2021:~~


~~American Equity Investment Life Holding Company~~			~~Erie Indemnity Company~~
~~American Financial Group, Inc.~~			~~First American Financial Corporation~~
~~American National Group, Inc.~~			~~Globe Life Inc.~~
~~Argo Group International Holdings, Ltd.~~			~~The Hanover Insurance Group, Inc.~~
~~Assurant, Inc.~~			~~Markel Corporation~~
~~Cincinnati Financial Corporation~~			~~Mercury General Corporation~~
~~CNA Financial Corporation~~			~~Selective Insurance Group, Inc.~~
~~CNO Financial Group, Inc.~~			~~W.R. Berkeley Corporation~~

~~FW Cook also compared~~ Kemper’s executive compensation levels based on total direct compensation consisting of base salary, three-year average of actual bonus payouts, and long-term incentive grant guidelines against additional market references, including published survey data from similarly sized companies in the broader insurance industry. In addition, general industry data from Willis Tower Watson, Mercer, Aon, McLagan and Equilar executive pay surveys was evaluated for reasonableness after being scoped to the Company’s projected revenue and other considerations. The HR & Compensation Committee did not consider the individual companies included in these additional market references for the CEO and does not believe their identification to be material with respect to the compensation of the other NEOs.

The HR & Compensation Committee used the benchmarking data to test the reasonableness of the compensation paid to the Company’s executive officers. In evaluating the benchmarking data, the HR & Compensation Committee did not follow a rigid process, establish specific pay objectives in evaluating the benchmarking data (such as, for example, targeting different elements of compensation at the median), or use the data as part of specific formulas when making compensation determinations for these executives. Instead, the HR & Compensation Committee considered the benchmarking analysis as a means of identifying any outliers and determining whether the levels of compensation provided to the CEO and other executive officers were within appropriate ranges relative to comparable companies.

The benchmarking data was also subjectively considered by the HR & Compensation Committee as an additional point of reference in its deliberations on compensation levels for these executives, along with other factors such as Company and business unit performance, individual performance, and the Company’s compensation philosophy and objectives. The HR & Compensation Committee believes the Company’s executive compensation program is ~~fair, competitive with marketplace practices and effective in enhancing shareholder value.~~

~~Consideration of 2021 Say-on-Pay Vote~~

As part of its review of the Company’s executive compensation program, the HR & Compensation Committee considered the approval by approximately 97% of the votes cast for the Company’s say-on-pay vote at our 2021 annual meeting. Based on such high level of support, we did not make any changes to our compensation program.

~~Kemper Corporation 2022 Proxy Statement 33~~


						~~Compensation Discussion and Analysis~~


~~Annual Determination of Specific Compensation~~

~~The objective of the Company’s executive compensation program is~~designed to attract, retain and motivate the performance of the ~~Company’s executives. This is accomplished by providing~~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, and an equity award based on multi-year financial metrics, retention with the organization, and long-term stock price appreciation. For the NEOs other than the CEO, the preliminary equity award value is ~~at a target percentage of~~established based on individual and company specific factors, and takes into account the individual’s base salary. The equity award value may be


2023 PROXY STATEMENT			39

Executive Compensation

increased or decreased ~~on occasion~~ at the discretion of the HR ~~& Compensation Committee to recognize outsized~~&CC as a result of factors such as individual and company performance, ~~under performance or~~retention concerns and other ~~significant factors.~~special circumstances.

As salary is the only component that is fixed, ~~and not based on performance,~~ it represents a relatively small portion of total compensation and is generally not adjusted annually. The HR ~~& Compensation Committee~~&CC believes compensation based on performance, including awards under the ~~Annual Incentive Program,~~STI Plan, stock options and PSUs, ~~provide the most~~is an effective means of driving successful and shareholder-focused performance. ~~Time-based RSUs are used in limited circumstances, specifically in grants to certain executives to induce them to join or remain with the Company.~~

~~Salaries~~

The ~~HR & Compensation Committee has adopted~~following charts illustrate the philosophy of not providing annual adjustments to base salary compensation except as determined necessary or appropriate to reflect significant changes in the profile of the Company, responsibilities or competitive market conditions. In 2021, no increases to base salary were made for any NEOs other than Mr. Boschelli.

~~Performance-Based Cash Incentives and Equity Awards~~

Because each NEO holds a position that provides strategic direction, requires critical decision-making, and drives the Company’s performance and financial results, the HR & Compensation Committee believes:

•~~A material percentage of the NEO’s compensation should be linked to Company performance; and~~

•~~Greater responsibilities should lead to greater opportunities for incentive compensation.~~

Accordingly, cash incentives and equity-based awards linked to the outcome of Company financial metrics comprise a significant portion of each NEO’s compensation. As previously noted, the Annual Incentive Program provides awards to the highest performing and most impactful participants.

~~Annual Cash Incentives for 2021~~

~~The Annual Incentive Program is a cash incentive program based on performance. Each year, a modeled pool is established for participating employee groups.For 2021, the modeled pool was based on historical~~2022 target and payout values at each organizational level in an attempt to keep total compensation generally equivalent year over year. The modeled pool was adjusted for extenuating factors, partial year employment for new bonus-eligible participants, and achievement of key strategic projects.

~~Executive Performance Plan~~

~~Awards made to Kemper’s NEOs under the Annual Incentive Program are made under Kemper’s Executive Performance Plan (“EPP”).The EPP serves as an “umbrella” plan and funding vehicle for annual cash incentives~~pay mix for the ~~NEOs.~~The HR & Compensation Committee intends to continue the process of approving an annual EPP formula and resulting allocations to plan participants as a good corporate governance practice even though the process was initially intended to comply with the performance-based requirements of Section 162(m) of the Internal Revenue Code (“~~Code”), which no longer apply. This approval process typically occurs at the HR & Compensation Committee’s first quarterly meeting of each year.~~

~~The 2021 annual incentives under the EPP were determined by the HR & Compensation Committee using the multi-step process followed in prior years:~~

~~Kemper Corporation 2022 Proxy Statement 34~~

NEOs:


CEO						~~Compensation Discussion and Analysis~~Average of All Other NEOs

•Base Salary

Base salaries are set for each NEO early each year. The ~~2021 annual cash incentive pool (“EPP Incentive Pool”) was determined by the performance results under the pre-approved formula based on adjusted pre-tax operating income~~table below shows NEO base salaries for 2022, which are unchanged from ~~continuing operations for the performance period ending on December 31,~~ 2021. ~~Details on the adjustments to pre-tax operating income are described below.~~

•~~Maximum payouts to EPP participants were determined based on the pre-approved allocations of the EPP Incentive Pool to individual participants.~~

•~~Actual payouts to the NEOs were determined by the HR & Compensation Committee based on achievement of key performance results, with the CEO’s input for payouts to the NEOs other than the CEO.~~

•~~In the case of each of the NEOs, the HR & Compensation Committee exercised negative discretion in reducing the amounts available for award for 2021 under the EPP.~~

~~The formula approved for the 2021 EPP Incentive Pool was set as follows:~~


~~Formula for 2021 EPP Incentive Pool~~Joseph P. Lacher, Jr.			1,000,000
7.5% of Income from Continuing Operations before Income Taxes as reported in the Company’s financial statements for the year ended December 31, 2021, modified as follows to account for items the HR & Compensation Committee deems not indicative of the Company’s core operating performance:James J. McKinney			575,000
~~(a) adjust the amount of~~ ~~Actual Catastrophe Losses and LAE~~ ~~to equal~~ ~~Expected Catastrophe Losses and LAE~~ ~~(italicized terms defined below);~~ John M. Boschelli			500,000
~~(b) adjust~~ ~~Net Realized Gains on Sales of Investments~~ ~~and~~ ~~Net Impairment Losses Recognized in Earnings~~ ~~(italicized terms as reported in the Company’s 2021 financial statements) to equal~~ ~~Expected Net Realized Gains on Sales of Investments~~ ~~and~~ ~~Expected Net Impairment Losses Recognized in Earnings~~ ~~(italicized terms defined below);~~ Charles T. Brooks			500,000
~~(c) exclude significant unusual judgments or settlements in connection with the Company’s legal~~Duane A. Sanders			600,000

Annual Cash Incentives for 2022

The 2022 Annual Incentive Program is a cash incentive based on performance that applies to all of Kemper’s senior executives. As noted above, this is the last year that this plan structure will be utilized as a component of Kemper’s executive compensation program. The revised STI Plan described above will be used for 2023.

2022 Bonus Awards

Kemper’s annual incentive plan is designed to drive near-term strategic execution and operational excellence, as well as to reward executives based on individual performance. Historically, awards made to Kemper’s NEOs under the Annual Incentive Program were made under Kemper’s Executive Performance Plan (“EPP”). The EPP has operated as an umbrella plan and funding vehicle for NEOs.

In 2022, Kemper’s operating results did not meet the required performance goals established in February 2022 by the HR&CC for the EPP to be funded. However, the Committee was keenly aware that the Company’s negative operating performance and shareholder returns in 2022 were in large measure caused by factors (e.g., inflation, supply chain issues, and regulatory challenges) beyond management’s control. The Committee felt that management responded appropriately to these external factors. Therefore, the Committee determined it was appropriate to recognize management’s strong execution of both remediation efforts and a series of strategic initiatives to address the operating environment over the long run.

~~contingencies or defined benefit pension plans; and~~


~~(d) exclude additional significant unusual or nonrecurring items as permitted by~~40

Executive Compensation

Following this determination, the HR&CC weighed a broad series of factors. They began with the key principles underlying the executive compensation program — a commitment to pay for performance, an alignment of compensation with shareholder interests, and attraction and retention of experienced executive talent to execute the Company’s strategic priorities. The HR&CC also considered the continuing operating challenges facing the Company and management’s significant progress on strategic priorities. They further considered the actual paid compensation under the totality of the Company’s executive compensation programs relative to various performance criteria on a stand-alone basis and relative to peer companies. Also considered were the contributions of each executive to the Company’s 2022 progress in returning to profitability and to the success of the Company’s long-term strategic priorities. Individual performance considerations are described in more detail in the chart below. After balancing these factors, the Committee concluded it was appropriate to make cash bonus payments to executive officers.

In deciding to make bonus awards, the HR&CC recognized that notwithstanding the significant progress towards our strategic initiatives, the failure to meet various 2022 performance goals should result in awards that are lower than the prior year and lower than historical average amounts payable under the EPP. Consequently, award amounts are lower for Mr. Lacher by 66% compared to the prior three-year average EPP award and an average of 41% lower for the other NEOs over the same period.

Bonuses awarded to the NEOs are shown in the following table.


			2022 Bonus
Joseph P. Lacher, Jr.			800,000
James J. McKinney			600,000
John M. Boschelli			400,000
Charles T. Brooks			400,000
Duane A. Sanders			500,000

The ~~terms as used above are defined as follows:~~

•“~~Actual Catastrophe Losses~~charts below show a comparison of the prior 3-year average STI Plan payout (2019-2021), the 2021 STI Plan payout, and ~~LAE~~” ~~means~~ the ~~actual Catastrophe Losses and associated Loss Adjustment Expenses (as described on page 38), including catastrophe reserve development, as reported in the Company’s management reports~~2022 bonus payments for the ~~relevant year.~~

•“~~Expected Catastrophe Losses,” “Expected Net Realized Gains on Sales of Investments,~~”CEO and “~~Expected Net Impairment Losses Recognized in Earnings” mean the amounts specified in the Company’s management reports as “Planned” or “Expected~~”then for the ~~2021 annual performance period~~average 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, as such terms as defined inall NEOs, excluding the ~~2021 Annual Report.~~

~~The following allocations of the 2021 EPP Incentive Pool were approved by the HR & Compensation Committee to determine the maximum annual cash incentive payable to each plan participant:~~

•~~36 percent to the Chief Executive Officer; and~~

•~~16 percent to each of the other NEOs.~~

~~The HR & Compensation Committee determined the maximum incentive amounts for the participating NEOs pursuant to the previously approved 2021 EPP Incentive Pool allocations, subject to the EPP Limit.~~

At its meeting in February 2022, the HR & Compensation Committee certified the performance results under the 2021 EPP Incentive Pool formula and determined the amount of the 2021 EPP Incentive Pool to be $30.5 million.In approving the actual EPP payouts for Mr. Lacher and the other NEOs, the HR & Compensation Committee exercised negative discretion to reduce the size of awards from the amounts determined under the EPP formula for 2021.~~The HR & Compensation Committee believes a strictly formulaic approach to individual incentive payments is not an appropriate~~

~~Kemper Corporation 2022 Proxy Statement 35~~

CEO.


CEO Historical Bonus Comparison						~~Compensation Discussion and Analysis~~Other NEO Historical Bonus Compilation

~~substitute for the committee’s deliberation and business judgment. The level of achievement of any financial or operational measure does not mandate a particular payout under the EPP.Instead, these items are weighed along with additional information available to the committee at the time, including general market conditions and individual performance.~~

In establishing the 2021 EPP Incentive Pool and exercising negative discretion under the plan, the HR & Compensation Committee did not use a formula or assign any predetermined weighting to any single performance measure. Instead, in evaluating the senior executive performance, the committee considered the Company’s overall financial results and certain qualitative factors.

In assessing the Company’s financial performance, the committee considered the Company’s net income and return on equity, with and without certain adjustments, although these measures were not individually determinative.~~As described above, these measures were significantly affected by the impact of the COVID-19 pandemic on Kemper’s businesses, which the committee took into consideration.~~

~~Qualitative factors considered by the HR & Compensation Committee for 2021 included the following:~~

•~~Leadership shown by the management team during the Company’s recovery and re-emergence from the COVID-19 pandemic;~~

•~~Implementation of operational measures that enabled the Company’s employees to adapt and perform effectively in a post-pandemic environment;~~

•~~Recruitment and development of the executive talent considered necessary to respond to environmental challenges and deliver long-term growth; and~~

•~~Refinement of the Company’s philanthropic focus and development of a more comprehensive ESG framework.~~

~~In determining the award amount for each NEO under the EPP, the HR & Compensation Committee took into consideration the following factors with respect to each individual:~~

•Mr. Lacher and his senior management team continued to lead the Company’s response to the pandemic and the shift to a hybrid operating model. Under Mr. Lacher’s leadership, the P&C business completed the second strategic acquisition during his tenure as CEO and continued to make substantial operational improvements, with the goal of enhancing claim outcomes effectiveness and improving long-term P&C profitability.In addition, Mr. Lacher led the L&H business in refining its strategic plan to improve performance. Mr. Lacher’s leadership across each of Kemper’s businesses was especially critical in 2021 given the economic headwinds and challenges caused by the prolonged nature of the COVID-19 pandemic.

•Mr. McKinney’s leadership in 2021 contributed to the Company maintaining a strong capital and liquidity position, providing financial flexibility. Mr. McKinney led a number of strategic initiatives intended to drive growth in book value and achieve efficient capital deployment, including the successful reduction in the Company’s pension liability risk exposure. Mr. McKinney directed the enhancement of the Company’s ERM framework and, in partnership with Mr. Sanders, was instrumental in the Company’s acquisition of American Access Casualty Company ("~~AAC”).~~

•Despite financial market volatility in 2021, Mr. Boschelli and his team achieved stable performance in the Company’s investment portfolio. In particular, Mr. Boschelli successfully executed the Company’s first renewable energy investment and expanded COLI deployment to enhance total returns. Under his leadership, the investment portfolio is well-diversified across high-quality assets, provides manageable exposures and supports the Company’s long-term business objectives.

•Mr. Sanders drove continued improvements to the P&C operations in 2021 and partnered with Mr. McKinney on the acquisition of AAC. For the Specialty P&C business, he focused on product sophistication and geographic expansion that yielded organic growth and increased market strength. The Preferred P&C segment made further progress with continued product refinement and expanded use of technology platforms. Mr. Sanders led his team to enhance the claims operations by deploying process changes and other actions to improve and better assess performance. Mr. Sanders also focused on deployment of various tactics to successfully manage claim

~~Kemper Corporation 2022 Proxy Statement 36~~


2023 PROXY STATEMENT			41

Executive Compensation

Individual Performance Considerations


NEO						~~Compensation Discussion~~Summary of Individual Contributions Considered by the HR&CC
Joseph P. Lacher, Jr.						Mr. Lacher led the Company through continuing economic uncertainties which caused significant operational challenges including historic levels of inflation, strained supply chains, and ~~Analysis~~labor market pressures. In addition to navigating through these challenges, Mr. Lacher: •Refined the Company’s strategic plan, including formation of Kemper’s Bermuda subsidiary, the sale of Reserve National Insurance Company, and initiated the process of creating a reciprocal insurance exchange; •Initiated and led the strategic review of the Company’s preferred home and auto business; •Directed the Company’s efforts to receive approval of much-needed rate increases for the Company’s P&C products; •Committed the Company to a hybrid work model that enabled Kemper’s talent and culture to adapt and perform optimally in the post-pandemic environment; and •Led the implementation of both an enhanced ESG program and a broader-reaching philanthropic program that looks to build stronger communities where Kemper’s employees and customers live and work.


James J. McKinney						Under Mr. McKinney’s leadership, Kemper maintained its focus on balance sheet strength and efficient capital allocation, despite significant economic and operational challenges. In particular, Mr. McKinney: •Led a series of initiatives, including capital market and financing transactions that improved Kemper’s cost of and access to capital; •Oversaw Company’s implementation of new Long Duration Targeted Improvements (LDTI) accounting standard; •Directed the financial design and utilization of the Company’s Bermuda subsidiary, which allowed for a more efficient use of capital; and •Developed an expense reduction strategy across the Kemper enterprise and directed the initial implementation of that strategy.


John M. Boschelli						Mr. Boschelli continued his longstanding leadership of Kemper’s investment function through a year of significant market and interest rate volatility. Mr. Boschelli: •Led a focused effort to better align the Company’s investment portfolio with the expected long-term liabilities of the Company’s core businesses; •Directed the implementation of a derivatives program intended to better manage the Company’s exposure to interest rate volatility; •Managed the continuing effort to de-risk and terminate the Company’s pension plan; and •Maintained a diversified, high-quality investment portfolio that supported the Company’s long-term business objectives.


Charles T. Brooks						Mr. Brooks provided targeted leadership to meet Kemper’s technology and operations requirements, including in several areas of critical importance to the Company. In particular, Mr. Brooks: •Led the process to sunset the legacy Infinity claims system, positioning Kemper to realize additional synergies available from the Infinity acquisition; •Continued the modernization and consolidation of Kemper’s technology environment, including transitioning to Cloud-based platforms, thereby decreasing costs and improving productivity; and •Led the process to strengthen Kemper’s information security infrastructure and refined the Company’s security incident response protocols.


Duane A. Sanders						Mr. Sanders guided Kemper’s efforts to implement strategic initiatives intended to restore the profitability of our P&C insurance business as it confronts extraordinary operational headwinds. Specially, Mr. Sanders: •Took on direct oversight responsibility for Kemper’s P&C claims operations and initiated several significant process improvements within those operations; •Provided key leadership for the Company’s preferrd home and auto business, including the strategic review of that business; and •Directed important projects for Kemper Auto, including driving critical rate and non-rate actions and consolidation of the Company’s California product lines.

~~staffing disruptions exacerbated by COVID-19 labor issues, enabling the organization to meet performance targets.~~

•Mr. Sternberg realigned and strengthened the Life and Health management teams during 2021. The Life & Health business remains profitable and its long-term fundamentals remain solid, despite the challenging macro environment in which it operates. Under his leadership, the Life business launched initiatives to stabilize, strengthen and grow the Life agency force. Mr. Sternberg also adjusted the product and pricing portfolio, strengthening offerings and de-emphasizing non-core products. Mr. Sternberg also successfully mitigated the non-mortality disruptions related to the COVID-19 pandemic, including deploying sales and premium collections tools to minimize the business disruption associated with the pandemic and achieved positive operating earnings and new business growth.


42

The following table shows the 2021 EPP Incentive Pool allocations and maximum amounts payable for 2021 annual awards under the EPP and the actual 2021 annual EPP award payouts approved for the EPP participants:

Executive Compensation

Annual Incentive Payouts - 2021 Annual EPP Awards
Name Allocated Percentage of EPP Incentive Pool (%)(1)
Maximum Award (Lower of EPP Incentive Pool Allocation or
EPP Limit) ($)(Millions)(2)
Actual
Award Payout
($)(Millions)
Actual Award Payout as Percentage of Maximum (%)
Joseph P. Lacher, Jr. 36 6.0 1.8 30.0
James J. McKinney 16 4.9 0.9 18.4
John M. Boschelli 16 4.9 0.5 10.2
Duane A. Sanders 16 4.9 0.9 18.4
Erich Sternberg 16 4.9 0.4 8.2

~~(1) The amount of the 2021 EPP Incentive Pool was $30.5 million as determined by the HR & Compensation Committee.~~

~~(2) Maximum award determined in accordance with the 2021 EPP formula. Maximum award for Mr. Lacher exceeded the $6.0 million EPP Limit.~~

Equity-Based Compensation Awards for 2022

Equity-based compensation ~~continues to be~~is an integral part of the Company’s executive compensation program. Under Kemper’s long-term incentive program, the HR&CC has the authority to award various forms of long-term incentive grants, including stock options and PSUs. The ~~HR & Compensation~~ Committee believes the Company’s equity-based compensation program incentivizes performance and stock ownership by its executive officers, thereby aligning the interests of ~~the Company’s~~ management and shareholders. In making awards for 2022, the HR&CC’s focus was on aligning compensation with long-term value creation, making a link between compensation and executive performance, and retaining executive talent through the use of multi-year vesting provisions.

2022 Award Methodology

The ~~2021 annual executive compensation program continued the prior year’s mix of equity-based, long-term incentive compensation~~2022 equity awards ~~consisting of both PSUs and stock options. The 2021 equity awards~~on average for all NEOs, excluding the CEO, were allocated ~~25 percent~~57% in stock options and ~~75 percent~~43% in PSUs, with the number of shares subject to each grant determined with reference to the price of Kemper Common Stock ~~price~~ on the date of grant. The 2022 equity awards for the CEO were 38% in stock options and 62% in PSUs.

In 2022, the portion of the equity award for each executive that consisted of stock options was higher than in prior years. The HR ~~& Compensation~~&CC believes that an increased emphasis on option awards is consistent with the Company’s pay-for-performance philosophy in that the ultimate value of these awards is directly related to the Company’s share price and further aligns executive pay to the success of the Company’s strategic priorities, which will be accomplished over a multi-year period. Given shareholder concerns about share price performance, the Committee believed that such awards were an effective method to more closely align executive compensation with shareholder experience.

The HR&CC approved an equity award for Mr. Lacher with a total value of ~~$5.25 million.~~$6.0 million, of which $3.7 million was in the form of PSUs and $2.3 million was in the form of stock options. For ~~the~~ NEOs other than Mr. Lacher, the HR ~~& Compensation Committee~~&CC followed a target-value approach, with the equity award value based on ~~180 percent~~several factors, including a percentage of their ~~respective~~ base salaries. For Mr. Lacher, approximately 58% of his total direct compensation was performance-based and for NEOs other than Mr. Lacher, an average of approximately 44% of total direct compensation was performance-based.

Mr. Lacher’s ~~2021~~2022 award was determined by the HR ~~& Compensation Committee,~~&CC, with input from the Lead Director and FW Cook, the Committee’s consultant, based on, among other factors, his overall performance in ~~2020,~~2021, his performance on the ~~2020~~2021 non-financial objectives as approved by the Board, and total compensation for comparable ~~CEOs, in light of the Company’s philosophy that Mr. Lacher’s total compensation should be heavily weighted towards performance-based compensation.~~CEOs.

~~Kemper Corporation 2022 Proxy Statement 37~~


						~~Compensation Discussion and Analysis~~

PSU Awards Granted in ~~2021~~2022

Two-thirds of the PSU awards granted to the NEOs in February ~~2021 were~~2022 are schedule to vest based on Relative TSR and one-third ~~was~~is schedule to vest based on Three-Year Adjusted ROE. These awards are subject to forfeiture and transfer restrictions until vesting on the date the HR ~~& Compensation Committee~~&CC certifies the performance results (“Vesting Date”) in accordance with the award agreements. The number of PSU shares granted to each NEO in February ~~2021~~2022 (“Target Shares”) that will vest and be issued as Common Stock, if any, and the number of additional shares of Common Stock ~~if any,~~over the target amount that will ~~be granted~~vest on the Vesting Date (“Additional Shares”), if any, will be determined based on the applicable performance results for the performance period, as described in detail below.

Shares Based on Relative TSR

For PSUs based on Relative TSR, the determination of vesting will be based on the Company’s total shareholder return (“TSR”) over a three-year performance period ending on January 31, ~~2024~~2025 relative to a peer group comprised of all companies in the S&P 1500 ~~Supercomposite~~SuperComposite Insurance Index (“PSU PeerGroup”). In accordance with the award agreements, TSR is calculated based on the average of the closing stock prices for 20 consecutive trading days prior to the beginning and end of the performance period, and assumes all dividends issued over the performance period are reinvested. The award agreements provide for grants of Additional Shares to the award recipient if the Company’s relative performance exceeds the “target” performance level, which is the 50th percentile ~~based on TSR~~ relative to the PSU Peer Group (“Relative TSR Percentile Rank”). The number of Target Shares that will vest, if any, and the number of Additional Shares, if any, that will be granted, will be determined in accordance with the following table:


~~Kemper’s Relative TSR Percentile Rank~~2023 PROXY STATEMENT			~~Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Shares (%)~~
~~At least 90th~~			~~200~~
~~75th~~			~~150~~
~~50th~~			~~100~~
~~25th~~			50
~~Below 25th~~			043

~~Shares Based on Three-Year Adjusted ROE~~

For PSUs based on Three-Year Adjusted ROE, the determination of vesting will be based on the Company’s adjusted return on equity over a three-year performance period ending on December 31, 2023. 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 percent.

~~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:~~

Three-Year Adjusted ROE (%) Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Shares (%)
At least 10.0 200
                 8.5 100
                7.0   50
    Below 7.0 —

~~The applicable terms are calculated as follows:~~

~~Three-Year Adjusted ROE~~ ~~is computed by 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.~~

~~Kemper Corporation 2022 Proxy Statement 38~~

Executive Compensation


Kemper’s Relative TSR Percentile Rank			Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Units (%)
At least 90th	200	~~Compensation Discussion and Analysis~~%
75th	150	%
50th	100	%
25th	50	%
Below 25th	0	%

~~Adjusted Net Income~~ is defined as 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 & Compensation Committee deems them not indicative of the Company’s core operating performance:

•~~adjust the amount of~~ ~~Actual Catastrophe Losses and LAE~~ ~~to equal~~ ~~Expected Catastrophe Losses~~ ~~(italicized terms defined below);~~

•~~adjust~~ ~~Net Realized Gains on Sales of Investments~~ ~~and~~ ~~Net Impairment Losses Recognized in Earnings~~ ~~(italicized terms as reported in the Company’s financial statements) to equal~~ ~~Expected Net Realized Gains on Sales of Investments~~ ~~and~~ ~~Expected Net Impairment Losses Recognized in Earnings~~ ~~(italicized terms defined below);~~

•~~significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and~~

•~~additional significant unusual or nonrecurring items as permitted by the Omnibus Plan.~~

~~Adjusted Average Shareholders’ Equity~~ ~~is defined as 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 & Compensation Committee deems them not indicative of the Company’s core operating performance:

•~~Unrealized Gains and Losses on Fixed Maturity Securities~~ ~~from~~ ~~Adjusted Shareholders Equity~~ ~~(italicized terms as reported in the Company’s financial statements as defined above and below);~~

•~~the modifications made in calculating~~ ~~Adjusted Net Income; and~~

•~~additional significant, unusual or nonrecurring items as permitted by the Omnibus Plan.~~

~~Actual Catastrophe Losses and LAE~~ ~~means the actual~~ ~~Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, as reported in the Company’s management reports for the relevant time period.~~

~~Expected Catastrophe Losses~~, ~~Expected Net Realized Gains on Sales of Investments, and~~ ~~Expected Net Impairment Losses Recognized in Earnings~~ ~~means 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~~.

~~Unrealized Gains and Losses on Fixed Maturity Securities~~ ~~means the~~ ~~Unrealized Gains and Losses on Fixed Maturity Securities~~ ~~as reported in the Company’s management reports.~~

~~Additional Information~~

For performance falling between the percentile levels specified in the first column of each table above, the number of shares that will vest and be issued as Common Stock or be forfeited, and the number of Additional Shares, if any, that will be granted on the Vesting Date will be determined by straight-line interpolation from the percentages specified in the table. Any Target Shares that do not vest in accordance with the table above will be forfeited on the Vesting Date. Under the terms of the applicable 2021 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.

~~The February 2, 2021 grant date fair value of the PSUs was estimated at $73.03 per share for the portion based on Relative TSR and $62.66 for the portion based on Three-Year Adjusted ROE~~. ~~For a discussion of valuation assumptions, see Note 17, Long-term Equity-based Compensation, to the consolidated financial statements included in the Company’s 2021 Annual Report on Form 10-K.~~

~~Performance Results for 2019 PSU Awards~~

Messrs. Lacher, Boschelli, McKinney and Sanders received PSU awards for 2019, half of which were based on Relative TSR and half of which were based on Three-Year Adjusted ROE. Mr. Sternberg did not join the Company until 2020.

~~Kemper Corporation 2022 Proxy Statement 39~~


						~~Compensation Discussion and Analysis~~

~~Shares Based on Relative TSR~~

On February 2, 2022, the HR & Compensation Committee certified the performance results of the Company’s Relative TSR for the 2019 to 2021 performance period for the 2019 PSU awards based on Relative TSR. The TSR for Kemper and each company in the PSU Peer Group was calculated using the 20-day average trading price following the beginning and the end of the performance period. The Company’s TSR was determined to be (11.30) percent for the performance period. Relative to the PSU Peer Group, the Company ranked 43 out of the 52 companies, or at the 18th ~~percentile. By comparison, peer companies closest to the 50~~th ~~percentile (target level) and 25~~th percentile (threshold level), ranked approximately 26 and 39, respectively, out of the 52 companies. Since the Company’s performance was below the threshold level for payout, the final number of shares earned equals 0% of the Target Shares based on Relative TSR granted in 2019. As a result, on the Vesting Date, February 2, 2022, no Target Shares vested.

~~Performance of Kemper Common Stock Compared to S&P 1500 Supercomposite Insurance Index~~

~~The graph below shows TSR performance over the period from February 1, 2019 through January 31, 2022.~~

Shares Based on Three-Year Adjusted ROE

~~On February 2, 2022,~~For PSUs based on Three-Year Adjusted ROE, the ~~HR & Compensation Committee certified~~determination of vesting will be based on the Company’s adjusted return on equity over a three-year performance ~~results~~period ending on December 31, 2024. The award agreements provide for grants of Additional Shares to the award recipient if the Company’s Three-Year Adjusted ROE ~~for~~exceeds the ~~2019 PSU Awards. The Three-Year Adjusted ROE for the 2019 to 2021 Performance Period was calculated on the same basis as described above for the PSU awards granted in 2021 for the 2021 to 2023~~“target” performance ~~period. Payouts were determined based on the following threshold, target and maximum levels:~~

Three-Year Adjusted ROE (%) Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Shares (%)
At least 10.0 200
8.5 100
7.0 50
Below 7.0 0
level of 8.5 percent.

The ~~Company’s Three-Year Adjusted ROE was determined to be 12.1% for the 2019-2021 performance period. Since the Company’s performance was above the maximum level, the final~~ number of ~~shares earned equals 200 percent of the~~ Target Shares ~~granted in 2019. As a result, on the Vesting Date, February 2, 2022, all Target Shares vested~~that will vest, if any, and the ~~same~~ number of Additional Shares, ~~were granted. The NEOs received~~if any, that will be granted, will be determined in accordance with the following shares of Common Stock upon the vesting of their 2019 PSU Awards based on Three-Year Adjusted ROE certified on February 2, 2022: Lacher (29,508); McKinney (6,786); Boschelli (5,312); and Sanders (7,082).table:


Three-Year Adjusted ROE (%)	Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Units (%)
At least 10.0	200	%
8.5	100	%
7.0	50	%
Below 7.0	0	%

~~Kemper Corporation 2022 Proxy Statement 40~~


44

Executive Compensation


						~~Compensation Discussion~~
			The applicable terms are calculated as follows: 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 ~~Analysis~~LAE to equal Expected Catastrophe Losses (italicized terms defined below); •adjust Net Realized Gains on Sales of Investments and Net Impairment Losses Recognized in Earnings (italicized terms as reported in the Company’s financial statements) to equal Expected Net Realized Gains on Sales of Investments and Expected Net Impairment Losses Recognized in Earnings (italicized terms defined below); •significant unusual judgments or settlements in connection with the Company’s legal contingencies or benefit plans; and •additional significant unusual or nonrecurring items as permitted by the Omnibus Plan. 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 from Adjusted Shareholders Equity (italicized terms as reported in the Company’s financial statements as defined above and below); and •the modifications made in calculating Adjusted Net Income. Actual Catastrophe Losses and LAE - means the actual Catastrophe Losses and associated Loss Adjustment Expenses, including catastrophe reserve development, as reported in the Company’s management reports for the relevant time period. Expected Catastrophe Losses, Expected Net Realized Gains on Sales of Investments, and Expected Net Impairment Losses Recognized in Earnings - means 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. Unrealized Gains and Losses on Fixed Maturity Securities - means the Unrealized Gains and Losses on Fixed Maturity Securities as reported in the Company’s management reports.


2023 PROXY STATEMENT			45

Executive Compensation

Additional Information Relating to PSU Awards

For performance falling between the percentile levels specified in the first column of each table above, the number of shares that will vest and be issued as Common Stock or be forfeited, and the number of Additional Shares, if any, that will be granted on the Vesting Date will be determined by straight-line interpolation from the percentages specified in the table. Any Target Shares that do not vest in accordance with the table above will be forfeited on the Vesting Date. Under the terms of the applicable 2022 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.

The ~~graph below shows~~February 1, 2022 grant date fair value of the PSUs was estimated at $51.22 per share for the portion based on Relative TSR and $47.73 for the portion based on Three-Year Adjusted ROE. For a discussion of valuation assumptions, see Note 19, Long-term Equity-based Compensation, to the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K.

2020 PSU Awards Paid Out at 0% for the 2020-2022 Performance Period

Each of our NEOs received PSU awards in 2020, two-thirds of which were based on Relative TSR and one-third of which were based on Three-Year Adjusted ROE.

For the performance cycle that concluded at the end 2022, both the PSUs based on Relative TSR and Adjusted ROE paid out at zero based on the Company’s performance measured against the applicable metrics. For the Adjusted ROE PSU awards, the HR&CC made a pandemic adjustment to the 2020 and 2021 earnings consistent with the adjustment made with grants vesting each of the last two years. This methodology reduced 2020 earnings and increased 2021 earnings. No similar pandemic adjustment was made to the 2022 calendar year results. Despite the consistent application of adjustments to prior year results, the HR&CC did not make any adjustments in 2022 to the performance metrics or targets for these awards after they were granted. As a result, the Adjusted ROE PSU awards did not meet threshold performance, were forfeited and resulted in no payments to the NEOs.


46

Executive Compensation

As shown in the following table, lower operating performance in recent years impacted the vesting of PSUs awarded in prior years. The HR&CC believes that these results illustrate the alignment of realized pay with performance over the ~~period from January 1, 2019 through December 31, 2021.~~long-term.


PSU Payout Percentages
Awards Years 2017-2020 (Payable in 2020-2023)

Alternative Summary Compensation Table

The following table illustrates the total compensation for each NEO based on the components included in the Summary Compensation Table in the Executive Officer Compensation & Benefits section below on page 52 (“Summary Compensation Table”), but with the values in the Stock Awards and Option Awards columns based on the equity awards approved in February 2023 instead of February 2022. All components are calculated in the same manner as in the Summary Compensation Table. By showing the equity awards made at the same time as the determination of the bonus awards, the HR&CC believes the following table provides valuable information with respect to the total compensation of the NEOs based on 2022 performance at the time those decisions were made. This table supplements the information shown in the Summary Compensation Table below and should not be viewed as a substitute for the Summary Compensation Table.


Name	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Lacher	2022	1,000,000	800,000	4,399,946	1,700,791	—		69,711	7,970,449
McKinney	2022	575,000	600,000	1,126,218	335,314	—		40,385	2,676,917
Boschelli	2022	500,000	400,000	979,372	291,573	—	—	39,223	2,210,169
Brooks	2022	500,000	400,000	827,029	246,215	—		38,691	2,011,936
Sanders	2022	600,000	500,000	1,175,170	349,888	—		33,821	2,658,879


2023 PROXY STATEMENT			47

Executive Compensation

Other Features ~~and Practices Related to~~of the ~~Equity Incentive~~Equity-Based Compensation Program

Equity-Based Compensation Granting Process

The HR ~~& Compensation Committee~~&CC follows an established ~~Company~~ process for the review, approval and timing of grants of equity-based compensation for all eligible employees of the Company, including its executive officers. In making annual grant recommendations to the HR ~~& Compensation Committee,~~&CC, the CEO follows an established ~~grant~~ cycle, with the exception of off-cycle grants made in connection with key new hire, promotion or retention awards which may be made with HR ~~& Compensation Committee~~&CC approval or under the CEO’s delegated authority, as described in the next section. The Company’s executive officers play no role in the timing of option or other grants except with regard to such new hire, promotion or retention awards, the timing of which is driven by the circumstances of the underlying event.

The Company provides administration of the Company’s equity-based compensation plans. Following HR ~~& Compensation Committee~~&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 ~~& Compensation Committee~~&CC in advance of their initial use.

Delegated Authority

As previously ~~mentioned,~~noted, the HR ~~& Compensation Committee~~&CC has delegated authority to the CEO to grant a limited number of shares under the Omnibus Plan in connection with new hire, promotional and retention awards to employees other than executive officers. The exercise price of each stock option award granted under the delegated authority is the closing price of a share of Common Stock on the grant date. The HR ~~& Compensation Committee~~&CC is ~~periodically~~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~~.Plan.

Other Compensation Elements

To attract, retain, and motivate highly talented executives and other employees, we provide the benefits listed below to our employees:

•Health insurance including medical, dental, vision and prescription drug coverage

•Flexible spending accounts for health care and dependent care

•Health savings account

•Life and disability insurance

•401(k) retirement savings program with company match

•Voluntary benefits, such as accident, critical illness, hospital indemnity, legal and identity theft

•Employee Stock Purchase Program (the Company’s executive officers are not eligible to participate)

•Tuition assistance and professional development program

•Employee assistance program

•Adoption assistance

Employee Welfare Benefit and Retirement Plans

The NEOs are eligible for the following plans:

•Employee welfare benefits under plans generally available to all full-time salaried employees and which do not discriminate in scope, terms or operation in favor of executive officers;

•Deferred Compensation Plan, which allows the NEOs to elect to defer a portion of their salaries and cash incentives. Information about the Deferred Compensation Plan in general, and more specific information about participation therein by the NEOs, is provided in the Nonqualified Deferred Compensation section beginning on page 58; and

•Voluntary participation in the Company’s 401(k) Retirement Plan that includes a Company matching contribution feature offered to all full-time salaried employees, including executive officers, meeting eligibility requirements.

Additional information about the Company’s retirement plans and participation therein by the NEOs is provided in theRetirement Planssection beginning on page 57.


~~Policies Regarding~~48

Executive Compensation

Post-Employment Compensation

Change in control benefits applicable to the NEOs are described in more detail below under the section entitled Potential Payments Upon Termination or Change in Controlbeginning on page 59. These benefits are provided under individual severance agreements with the NEOs and to other grant recipients through provisions included in applicable equity award agreements under the Omnibus Plan. The NEOs are not entitled to other post-termination benefits except pursuant to the standard provisions of any of the plans discussed above.

Perquisites

The NEOs receive a limited number of perquisites, which are primarily intended to increase executive productivity and limit personal risk. Perquisites include financial planning services, comprehensive annual physical examinations, airline lounge access, paid membership to an executive club, personal umbrella liability policy, identity theft protection policy, $250,000 supplemental death benefit associated with a Corporate Owned Life Insurance (“COLI”) policy, and limited use of the Company’s aircraft by Mr. Lacher. The Board has approved use of the Company’s aircraft by Mr. Lacher to attend board meetings of an outside non-profit organization for which he serves as a director and reimbursement of his related expenses. NEOs may also have incidental personal use of cell phones, computer equipment and other resources provided primarily for business purposes.

Policies Related to Stock Ownership ~~of Directors and Executive Officers~~

Stock Ownership Policy

The HR ~~& Compensation Committee~~&CC believes equity-based compensation awards to the executive officers, along with their subsequent retention of the acquired shares, further align their interests with those of the Company’s shareholders. The Company’s Stock Ownership Policy provides minimum ownership requirements for its ~~non-employee directors and~~ executive officers. The value of the minimum stock ownership level for the Company’s CEO is five times his

~~Kemper Corporation 2022 Proxy Statement 41~~


						~~Compensation Discussion and Analysis~~

annual base salary, while the minimum level value for the other NEOs is two times their annual base salaries. ~~The minimum ownership level for non-employee directors is five times the retainer for non-chair members.~~ In calculating ownership for purposes of the policy, RSUs ~~and DSUs~~ are included but not ~~performance~~-~~based~~stock options or performance-based awards. ~~Non-employee directors have a five-year grace period to attain their minimum ownership level.~~ Executive officers are expected to make continuous progress on attaining their minimum ownership level and are subject to a retention ratio requiring them to hold a percentage of net shares received from equity awards until the minimum level is attained. The retention ratio is ~~75 percent~~75% for the CEO and ~~50 percent~~50% for the other executive officers.

Also pursuant to the Stock Ownership Policy, each equity-based compensation award agreement for a grant to an executive officer imposes a holding period of one year for shares of Common Stock acquired in connection with the exercise of stock options or the vesting of other types of equity-based compensation awards, with the exception of shares sold, tendered or withheld to pay the exercise price or settle tax liabilities in connection with such exercise or vesting. This one-year holding requirement further aligns the interests of executive officers with the interests of the shareholders and continues the at-risk nature of the compensation program for at least another full year.

The HR ~~& Compensation Committee~~&CC monitors shareholdings by executive officers ~~and directors~~ for compliance with the Stock Ownership Policy. As of December 31, ~~2021,~~2022, each NEO either exceeded the minimum level required under the policy or was subject to the retention ratio requirement. The amount of Common Stock beneficially owned by each NEO as of the Record Date is disclosed in the table under the Ownership of Kemper Common Stock section beginning on page 60.

Hedging ~~and~~& Pledging Prohibition

Directors and all employees who receive equity awards are prohibited from hedging, pledging or otherwise encumbering shares of the Company’s Common Stock. Prohibited hedging instruments include, but are not limited to, prepaid variable forward contracts, equity swaps, put and call options, collars and exchange funds. Prohibited pledging arrangements involve providing Kemper securities as security, whether under a broker margin account, bank loan, line of credit or other financing arrangement.

Clawback Policy


~~Perquisites~~

~~The NEOs receive~~As a ~~number~~matter of ~~perquisites, including~~policy, if Kemper restates its financial ~~planning services, comprehensive annual physical examinations, airline lounge access, paid membership~~statements such that there would be a revision to ~~an executive club, personal umbrella liability policy, identity theft protection policy, $250,000 supplemental death benefit associated with~~one or more performance measures used to determine any bonus or other incentive or equity-based compensation within certain time periods and such revision would have resulted in a ~~Corporate Owned Life Insurance (“COLI”) policy and limited use~~reduction in the amount or value of the ~~Company’s aircraft. The~~incentive compensation awarded to executives, then the Board ~~has approved use~~may require reimbursement or forfeiture of the Company’s aircraft by Mr. Lacher to attend board meetings of an outside non-profit organization for which he serves as a director and reimbursement of his related expenses. NEOs may be reimbursed for applicable expenses under the Company’s relocation program and in connection with spousal travel when accompanying the officer to off-site business meetings required for bona fide business reasons. NEOs may also have incidental personal use of cell phones, computer equipment and other resources provided primarily for business purposes.


~~Employee Welfare Benefit and Retirement Plans~~

~~The NEOs are eligible for the following plans:~~

•~~Employee welfare benefits~~ ~~under plans generally available to~~ all ~~full-time salaried employees and which do not discriminate in scope, terms~~ or ~~operation in favor of executive officers;~~

•~~Deferred Compensation Plan, which allows the NEOs to elect to defer~~ a portion of ~~their salaries and cash incentives. Information about the Deferred Compensation Plan in general, and more specific information about participation therein by the NEOs, is provided in the~~ ~~Nonqualif~~i~~ed Deferred Compensation Plansection beginning on page 52;~~

•~~Voluntary participation in the Company’s 401(k) Retirement Plan~~ that~~includes a Company matching contribution feature offered~~ incentive compensation awarded with respect to ~~all full-time salaried employees, including executive officers, meeting eligibility requirements.~~

~~Kemper Corporation 2022 Proxy Statement 42~~


~~Compensation Committee Report~~

~~Additional information about the Company’s retirement plans and participation therein by the NEOs is provided in the~~ ~~Retirement Plans~~ ~~section beginning on page 51.~~


~~Other Post-Employment Compensation~~2023 PROXY STATEMENT			49

~~Change~~

Executive Compensation

the relevant time period. The HR&CC expects to update our clawback policy, as appropriate, to comply with the pertinent provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as implemented by the SEC and the NYSE.

Executive Compensation Process

Role of the Human Resources & Compensation Committee

The HR&CC is responsible for determining the compensation of Kemper’s Chairman, President and Chief Executive Officer and each of the Company’s other executive officers. The HR&CC has authority to retain outside advisors to assist the Committee in ~~control benefits applicable~~its evaluation of executive compensation, and to approve the fees and other terms of retention of such advisors.

The HR&CC performs an annual review of the Company’s executive compensation policies, practices and programs, and of the compensation provided to the ~~NEOs~~Company’s executive officers and directors. Annual reviews have historically commenced at the HR&CC meeting held in the last quarter of each year, with compensation determinations for the Company’s executive officers approved at its first quarter meeting of the following year.

In setting the compensation of our Chairman, President and Chief Executive Officer, the Committee takes into consideration its assessment of his performance, as well as feedback from other non-management members of the Company’s Board of Directors. In setting the compensation of our other executive officers, the Committee takes into account our Chairman, President and Chief Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. HR&CC’s responsibilities regarding executive compensation are further described in the Corporate Governance section of this proxy statement.

Role of our Independent Compensation Consultant

The HR&CC engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2022. 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. In particular, the HR&CC sought the advice of FW Cook in formulating the modifications to the Company’s executive compensation program that are described above under the heading Executive Compensation Program Developments.

The HR&CC asked FW Cook to provide the Committee with benchmarking data based on comparable companies in the insurance industry, as well as general benchmarking 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 2022 executive compensation decision-making process is described in more detail below under the ~~section entitled~~ ~~Potential Payments Upon Termination~~heading Benchmarking Analysis. The HR&CC considers FW Cook’s independence on an annual basis and, for 2022, the HR&CC concluded that no factors existed that presented any independence issues or ~~Change~~conflicts of interest under applicable rules of the NYSE or SEC.

Benchmarking Analysis

As part of its executive compensation review for 2022, the HR&CC considered a benchmarking analysis provided by FW Cook comparing the compensation components of salary, annual incentives, long-term incentives, and total compensation of the Company’s CEO and other executive officers relative to pay programs of a selected peer group (“Peer Group”). Where possible, each Company position was compared to industry data using functional counterparts or executives with similar roles at the peer companies, as well as compensation data disclosed in ~~Control~~ ~~beginning on page 53. These benefits are provided under individual severance agreements~~proxy statements filed in 2021.

The 2022 Peer Group consisted of 20 publicly-traded companies in the insurance industry with the NEOs and provisions included in agreements with all grant recipients in applicable equity award agreements under the Omnibus Plan. The NEOs are not entitled to other post-termination benefits except pursuantprofiles similar to the ~~standard provisions~~Company’s based on information disclosed in their annual reports and proxy statements. The Peer Group companies generally had a majority of ~~any of~~operations in the ~~plans discussed above.~~property and casualty insurance industry, and variations in their revenues, assets and market capitalization versus the Company were considered when the group was selected. In 2022, one company (Argo Group International) was removed from the Peer Group and five companies (Hartford Financial, Horace Mann Educators, Lincoln National, ProAssurance and RLI) were added.


~~Tax Implications~~50

~~Prior to~~

Executive Compensation

The following companies were included in the ~~effective date of the Tax Cuts and Jobs Act of 2017 (“2017 Tax Reform Act”), Section 162(m) of the Code imposed a $1 million limitation on deductibility of compensation paid to the Company’s NEOs other than its Chief Financial Officer, but provided an exemption~~Peer Group for performance-based compensation. The 2017 Tax Reform Act eliminated the performance-based compensation exemption and extended the $1 million deductibility limitation to the Company’s Chief Financial Officer and all employees who are “named executive officers” in any proxy statement filed by the Company after 2017. As a result, the Company no longer expects any compensation in excess of $1 million to be tax deductible if awarded to any officer who is a “named executive officer” in any proxy statement filed by the Company after 2017.

~~Kemper Corporation 2022 Proxy Statement 43~~

2022:


						~~Executive Officer Compensation & Benefits~~

	American Equity	The Hanover

~~Compensation Committee Report~~
	American Financial	Hartford Financial


	American National	Horace Mann Educators


	Assurant	Lincoln National


	Cincinnati Financial	Markel


	CNA Financial	Mercury General


	CNO Financial Group	ProAssurance


	Erie Indemnity	RLI


	First American Financial	Selective


	Globe Life	W.R. Berkeley Corporation

~~The HR & Compensation Committee has reviewed~~FW Cook also compared Kemper’s executive compensation levels based on total direct compensation consisting of base salary, three-year average of actual STI Plan payouts, and ~~discussed with management~~LTI Plan grant guidelines against additional market references, including published survey data from similarly sized companies in the ~~Compensation Discussion~~broader insurance industry. In addition, general industry data from Willis Towers Watson, Mercer, Aon, McLagan and ~~Analysis set forth above. Based on such review and discussions, the HR & Compensation Committee recommended~~Equilar executive pay surveys was evaluated for reasonableness after being scoped to the ~~Board of Directors that~~Company’s projected revenue and other considerations. The HR&CC did not consider the ~~Compensation Discussion and Analysis be~~individual companies included in ~~this Proxy Statement~~these additional market references for the CEO and ~~incorporated by reference into~~does not believe their identification to be material with respect to the compensation of the other NEOs.

The HR&CC used the benchmarking and comparison data to test the reasonableness of the compensation paid to the Company’s ~~Annual Report~~executive officers. In evaluating the benchmarking data, the HR&CC did not follow a rigid process, establish specific pay objectives in evaluating the benchmarking data (such as, for example, targeting different elements of compensation at the ~~year ended December 31, 2021.~~

~~HR & Compensation Committee~~median), or use the data as part of ~~the Board of Directors of Kemper Corporation:~~

~~Kathleen M. Cronin~~

Jason N. Gorevic*

~~Lacy M. Johnson~~

~~David P. Storch~~

~~Susan D. Whiting, Chair~~

*Joinedspecific formulas when making compensation determinations for these executives. Instead, the HR ~~& Compensation Committee~~&CC considered the benchmarking analysis as a means of identifying any outliers and determining whether the levels of compensation provided to the CEO and other executive officers were within appropriate ranges relative to comparable companies.

The benchmarking data was also subjectively considered by the HR&CC as an additional point of reference in its deliberations on compensation levels for these executives, along with other factors such as Company and business unit performance, individual performance, and the Company’s compensation philosophy and objectives. The HR&CC believes the Company’s executive compensation program is fair, competitive with marketplace practices, and effective ~~February 2, 2022~~in enhancing shareholder value.

~~Kemper Corporation 2022 Proxy Statement 44~~


2023 PROXY STATEMENT						~~Executive Officer Compensation & Benefits~~51

Executive ~~Officer~~ Compensation

Compensation ~~& Benefits~~Tables 2022


~~2021 Summary Compensation Table~~

Summary Compensation Table

The following table shows the compensation for fiscal year ~~2021~~2022 and, to the extent required by SEC compensation disclosure rules, fiscal years ~~2020~~2021 and ~~2019~~2020 for the NEOs serving during the year ended December 31, ~~2021,~~2022, which include the Company’s Chief Executive Officer, Chief Financial Officer and three other most highly-compensated executive officers:


2021 SUMMARY COMPENSATION TABLE
Name and Principal Position (1)		Year	Salary ($)(2)	Bonus ($)(3)	Stock Awards ($)(4)	Option Awards ($)(4)	Non-Equity Incentive Plan Compen-sation ($)(5)	Change in Pension Value and Nonquali-fied Deferred Compen-sation Earnings ($)(6)	All Other Compen-sation ($)(7)	Total ($)
Joseph P. Lacher, Jr., President and Chief Executive Officer		2021	1,000,000	—	3,928,110	1,450,880	1,750,000	—	93,265	8,222,255
		2020	1,038,462	—	4,144,105	1,313,851	2,700,000	—	42,767	9,239,185
		2019	971,154	—	2,288,136	2,455,441	2,700,000	—	124,473	8,539,204
2022 Summary Compensation Table											2022 Summary Compensation Table
Name and Principal Position(1)											Name and Principal Position(1)	Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)		All Other Compensation ($)(7)		Total ($)
Joseph P. Lacher, Jr., Chairman, President and Chief Executive Officer											Joseph P. Lacher, Jr., Chairman, President and Chief Executive Officer	2022		1,000,000		800,000		3,739,984		2,296,843		—		—		69,711		7,906,538
												2021		1,000,000		—		3,928,110		1,450,880		1,750,000		—		93,265		8,222,255
												2020		1,038,462		—		4,144,105		1,313,851		2,700,000		—		42,767		9,239,185
James J. McKinney, Executive Vice President and Chief Financial Officer	James J. McKinney, Executive Vice President and Chief Financial Officer	2021	575,000	—	774,424	286,032	875,000	—	38,333	2,548,789	James J. McKinney, Executive Vice President and Chief Financial Officer	2022		575,000		600,000		737,335		1,095,544		—		—		40,385		3,048,264
		2020	597,115	—	817,035	259,017	1,100,000	—	37,694	2,810,861		2021		575,000		—		774,424		286,032		875,000		—		38,333		2,548,789
		2019	560,577	—	526,272	564,761	1,100,000	—	50,097	2,801,707		2020		597,115		—		817,035		259,017		1,100,000		—		37,694		2,810,861
John M. Boschelli, Executive Vice President and Chief Investment Officer	John M. Boschelli, Executive Vice President and Chief Investment Officer	2021	496,154	—	673,404	248,739	450,000	—	38,833	1,907,130	John M. Boschelli, Executive Vice President and Chief Investment Officer	2022		500,000		400,000		641,178		751,705		—		—		39,223		2,332,106
		2020	467,308	—	639,393	202,716	600,000	216,884	36,688	2,162,989		2021		496,154		—		673,404		248,739		450,000		—		38,833		1,907,130
		2019	444,231	—	411,892	441,981	600,000	315,372	42,065	2,255,541		2020		467,308		—		639,393		202,716		600,000		216,884		36,688		2,162,989
Charles T. Brooks, Executive Vice President and											Charles T. Brooks, Executive Vice President and	2022		500,000		400,000		516,486		647,314		—		—		38,691		2,102,491
														—		—		—		—		—		—		—		—

Duane A. Sanders, Executive Vice President and President, Property & Casualty Division	Duane A. Sanders, Executive Vice President and President, Property & Casualty Division	2021	600,000	—	808,101	298,484	875,000	—	33,963	2,615,548		Duane A. Sanders, Executive Vice President and President, Property & Casualty Division	2022		600,000		500,000		769,423		1,108,073		—		—		33,821		3,011,317
		2020	623,077	—	852,537	270,289	1,100,000	—	37,232	2,883,135	2021		600,000		—		808,101		298,484		875,000		—		33,963		2,615,548
		2019	586,731	—	549,138	589,308	1,100,000	—	43,798	2,868,975	2020		623,077		—		852,537		270,289		1,100,000		—		37,232		2,883,135
Erich Sternberg, Executive Vice President and President, Life & Health Division		2021	500,000	—	673,404	248,739	375,000	—	22,632	1,819,775
		2020	394,231	50,000	710,524	751,272	500,000	—	335,418	2,741,445

(1)Amounts for each officer are shown only for years in which the individual served as an NEO.

(2)These amounts represent salary earned for each of the years an individual was an NEO. As a result, for any year in which an individual officer’s salary was increased or decreased, a portion of the amount of salary shown for such year was earned at the rate in effect prior to the adjustment. ~~Salary adjustments for 2019 were effective in February 2019.~~ Mr. Boschelli’s 2021 salary adjustment was effective in February 2021. Generally, salaries are paid based on 26 pay periods per calendar year; in 2020, salaries were paid based on 27 pay periods.

(3) ~~This amount represents a signing bonus granted~~These amounts reflect bonuses paid to ~~Mr. Sternberg~~executives in ~~2020.~~2023 related to 2022 performance.

(4)These amounts represent the aggregate grant date fair values of the equity awards (stock options and PSUs) for the designated NEOs pursuant to the Omnibus Plan. The Black-Scholes option pricing model was used to estimate the fair value of each option (including its tandem SAR) on the grant date. A Monte Carlo simulation method was used to estimate the fair values on the grant date of the awards of the PSUs based on Relative TSR. PSUs based on ROE were valued using the closing price of a share of Common Stock on the grant date. For a discussion of valuation assumptions, see Note ~~17,~~19, “Long-term Equity-based Compensation,” to the consolidated financial statements included in the Company’s ~~2021~~2022 Annual Report. These equity awards are subject to forfeiture and transfer restrictions until they vest in accordance with their respective grant agreements.

If achievement of the performance conditions at the maximum performance level is assumed, the aggregate number and market value of the payouts of PSUs would be as follows under awards granted in ~~2021~~2022 to each NEO:

~~Kemper Corporation 2022 Proxy Statement 45~~


52						~~Executive Officer Compensation & Benefits~~

Name
Number
of Shares at
Target Level
(# of Shares)
Fair
Value on
Grant Date
($ per share)
Estimated Payout in Shares if Maximum Performance Level Achieved
(# of Shares)
Estimated Value of Payout if Maximum Performance Level Achieved ($)
Joseph P. Lacher, Jr. 56,460 69.74 112,920 7,875,041
James J. McKinney 11,131 69.74 22,262 1,552,552
John M. Boschelli 9,679 69.74 19,358 1,350,027
Duane A. Sanders 11,615 69.74 23,230 1,620,060
Erich Sternberg 9,679 69.74 19,358 1,350,027

Executive Compensation


Name	Number of Shares at Target Level (# of Shares)	Fair Value on Grant Date ($ per share)	Estimated Payout in Shares if Maximum Performance Level Achieved (# of Shares)	Estimated Value of Payout if Maximum Performance Level Achieved ($)
Joseph P. Lacher, Jr.	74,715	52.70	149,430	7,874,961
James J. McKinney	14,730	52.70	29,460	1,552,542
John M. Boschelli	12,809	52.70	25,618	1,350,069
Charles T. Brooks	10,318	52.70	20,636	1,087,517
Duane A. Sanders	15,371	52.70	30,742	1,620,103

(5)These amounts were earned under the Company’s annual cash incentive programs. The amounts shown for the NEOs were made for 2021 ~~2020~~ and ~~2019~~2020 (and paid in 2022 ~~2021,~~ and ~~2020,~~2021, respectively), under the Annual Incentive Program and the EPP.

(6)These amounts represent the change in actuarial present value for Mr. Boschelli under the Company’s defined benefit pension plan (“Pension Plan”) and nonqualified supplemental defined benefit pension plan (“Pension SERP”) as of December 31 of 2022, 2021 ~~2020~~ and ~~2019~~2020 from the end of the prior calendar year. However, for 2021, no amount is shown for Mr. Boschelli because the change in actuarial present value was negative ($25,028). No amounts are shown for the other NEOs because they were not eligible to participate in these plans due to their hire dates with the Company. The other NEOs ~~except for Mr. Sternberg (who did not join the Company until 2020)~~ instead became participants in the retirement portion of the Company’s 401(k) Retirement Plan and a nonqualified supplemental defined contribution plan (“Retirement SERP”) after meeting initial eligibility requirements, as did Mr. Boschelli after the Pension Plan and Pension SERP were frozen as of June 30, 2016. The retirement portion of the 401(k) Retirement Plan and the Retirement SERP were discontinued as of January 1, 2019. For more information on these plans, see the narrative captioned Retirement Plansbeginning on page ~~51.~~57. The changes in pension values for 2020 ~~and 2019~~ are generally attributable to an increase in the present value of future payments due to a slight decrease in the applicable discount rates in 2020 and 2019.

(7)The amounts shown for ~~2021~~2022 for each NEO include perquisites and additional compensation of the types indicated in the following table:


Name	Name	Perquisites and Other Personal Benefits (a)	Company Contributions to Defined Contribution Plans	Name	Perquisites and Other Personal Benefits (a)	Company Contributions to Defined Contribution Plans
Joseph P. Lacher, Jr.	Joseph P. Lacher, Jr.	78,765	14,500	Joseph P. Lacher, Jr.	54,461	15,250
James J. McKinney	James J. McKinney	23,833	14,500	James J. McKinney	25,135	15,250
John M. Boschelli	John M. Boschelli	24,333	14,500	John M. Boschelli	23,973	15,250
Charles T. Brooks				Charles T. Brooks	23,441	15,250
Duane A. Sanders	Duane A. Sanders	19,463	14,500	Duane A. Sanders	18,571	15,250
Erich Sternberg		8,132	14,500

(a)The amounts in this column include the costs for each NEO of a membership to an executive club, an umbrella policy, an identity theft protection policy, for the NEOs other than Mr. Sanders, an executive physical and, ~~for the NEOs other than Mr. Sternberg,~~ financial planning services. For Messrs. Lacher, Boschelli, and Sanders, the amounts shown include the annual access fees to commercial airline airport lounges. For Mr. Lacher, the value also includes dues and associated expenses for a private club and the incremental costs for his use of the Company aircraft and reimbursement of travel expenses to attend board meetings of an outside non-profit organization for which he serves as a ~~director, which include travel expenses of his spouse for her required attendance at one of the meetings.~~director. The value of Mr. Lacher’s usage of the Company aircraft and reimbursement of travel expenses was ~~$33,425~~$19,292 in ~~2021.~~2022.

~~Kemper Corporation 2022 Proxy Statement 46~~


						~~Executive Officer Compensation & Benefits~~


Grants of Plan-Based Awards

PSU Awards

The PSUs awarded to the NEOs in February ~~2021~~2022 are subject to forfeiture and transfer restrictions until their vesting date following the three-year performance period in accordance with the terms of the award agreements. Determination of the number of shares of Common Stock that will vest or be forfeited, and of any Additional Shares that will be granted, will be based, for two-thirds of the PSUs, on the Company’s Relative TSR relative to the Peer Group, and for the other one-third of the PSUs, on the Company’s Three-Year Adjusted ROE, each based on a three-year performance period as described in more detail above in the Compensation Discussion and Analysis section under the heading PSU Awards Granted in ~~2021~~2022 beginning on page ~~37.~~43.

Stock Options

The stock options awarded to the NEOs in February ~~2021~~2022 are non-qualified options for federal income tax purposes, have an exercise price equal to the closing price of a share of Common Stock on the grant date and expire on the 10th anniversary of the grant date. The stock options include tandem SARs and become exercisable in three equal, annual installments beginning on the one-year anniversary of the grant date. References to stock options in this proxy statement generally include tandem SARs.

~~Incentive Plan Awards~~

Annual incentive compensation award payouts for 2021 were approved and made under the Company’s EPP and Annual Incentive Program in February 2022. The maximum potential amount for awards under the EPP shown in the table below is the maximum provided under the EPP for an annual award to any participant. The performance criteria and process of determining payouts under these awards are described in more detail in the ~~Compensation Discussion and Analysis~~ ~~section under the heading~~ ~~ExecutivePerformance Plan~~ ~~beginning on page 33.~~

~~Kemper Corporation 2022 Proxy Statement 47~~


2023 PROXY STATEMENT						~~Executive Officer Compensation & Benefits~~53

Executive Compensation

The following table shows each grant to the NEOs ~~in 2021~~for 2022 under the Company plans as described above:


GRANTS OF PLAN-BASED AWARDS IN 2021
				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)	Estimated Future Payouts Under Equity Incentive Plan Awards (3)
GRANTS OF PLAN-BASED AWARDS IN 2022											GRANTS OF PLAN-BASED AWARDS IN 2022
Name											Name	Grant Date (1)	Award Type	Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh) (4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
	Name	Grant Date (1)	Award Type	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Option Awards: Number of Securities Underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/Sh) (5)	Grant Date Fair Value of Stock and Option Awards ($)(6)				Threshold (#)	Target (#)	Maximum (#)
Joseph P. Lacher, Jr.	Joseph P. Lacher, Jr.	2/2/2021	Stock Options	—	—	—	—	75,280	69.74	1,450,880	Joseph P. Lacher, Jr.	2/1/2022	Stock Options	—	—	—	156,546	52.70	2,296,843
		2/2/2021	PSU	—	9,410	18,820	37,640	—	—	1,179,261
		2/2/2021	PSU	—	18,820	37,640	75,280	—	—	2,748,849
			Annual Incentive	6,000,000	—	—	—	—	—	—
Joseph P. Lacher, Jr.											Joseph P. Lacher, Jr.	2/1/2022	PSU	24,905	49,810	99,620	—	—	2,551,268
												2/1/2022	PSU	12,453	24,905	49,810	—	—	1,188,716
	James J. McKinney	2/2/2021	Stock Options	—	—	—	—	14,841	69.74	286,032		2/1/2022	Stock Options	—	—	—	74,669	52.70	1,095,544
		2/2/2021	PSU	—	1,855	3,710	7,420	—	—	232,469
		2/2/2021	PSU	—	3,711	7,421	14,842	—	—	541,956
			Annual Incentive	4,880,000	—	—	—	—	—	—
James J. McKinney											James J. McKinney	2/1/2022	PSU	4,910	9,820	19,640	—	—	502,980
												2/1/2022	PSU	2,455	4,910	9,820	—	—	234,354
	John M. Boschelli	2/2/2021	Stock Options	—	—	—	—	12,906	69.74	248,739		2/1/2022	Stock Options	—	—	—	51,234	52.70	751,705
		2/2/2021	PSU	—	1,613	3,226	6,452	—	—	202,141
		2/2/2021	PSU	—	3,227	6,453	12,906	—	—	471,263
			Annual Incentive	4,880,000	—	—	—	—	—	—
John M. Boschelli											John M. Boschelli	2/1/2022	PSU	4,270	8,540	17,080	—	—	437,419
												2/1/2022	PSU	2,135	4,269	8,538	—	—	203,759
												2/1/2022	Stock Options	—	—	—	44,119	52.70	647,314
Charles T. Brooks											Charles T. Brooks	2/1/2022	PSU	3,440	6,879	13,758	—	—	352,342
												2/1/2022	PSU	1,720	3,439	6,878	—	—	164,143
	Duane A. Sanders	2/2/2021	Stock Options	—	—	—	—	15,487	69.74	298,484		2/1/2022	Stock Options	—	—	—	75,523	52.70	1,108,073
		2/2/2021	PSU	—	1,936	3,871	7,742	—	—	242,557
		2/2/2021	PSU	—	3,872	7,744	15,488	—	—	565,544
			Annual Incentive	4,880,000	—	—	—	—	—	—
Erich Sternberg		2/2/2021	Stock Options	—	—	—	—	12,906	69.74	248,739
		2/2/2021	PSU	—	1,613	3,226	6,452	—	—	202,141
		2/2/2021	PSU	—	3,227	6,453	12,906	—	—	471,263
			Annual Incentive	4,880,000	—	—	—	—	—	—
Duane A. Sanders											Duane A. Sanders	2/1/2022	PSU	5,124	10,248	20,496	—	—	524,903
												2/1/2022	PSU	2,562	5,123	10,246	—	—	244,521


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under 240.14a-12
Kemper Corporation
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


68	Proposal 2: 3: Vote to Approve the Kemper Corporation 2023 Omnibus Plan
	68	Overview and Reason for Proposal
	68	Burn Rate, Outstanding Equity Awards and Overhang & Dilution
	70	Key Features of the 2023 Plan
	70	Summary Description of the 2023 Plan

76	Proposal 4: Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the ~~Company's~~Company’s Independent Registered Public ~~Accountant~~		20Accounting Firm
	~~Executive Officers~~76	21Overview
	~~Discussion of HR & Compensation Committee Governance~~77	23Audit Fees and All Other Fees
	~~Compensation Discussion and Analysis~~77	25Audit Committee Pre-Approval Policies and Procedures
	~~Executive Summary~~77	28Audit Committee Report

~~Executive Compensation Program~~78	28Proposal 5: Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of the Company ’s Named Executive Officers

~~Compensation Strategy and Analysis~~79	30Beneficial Ownership of Common Stock
	~~Annual Determination of Specific Compensation~~79	33Security Ownership of Certain Beneficial Owners
	~~Policies Regarding Stock~~80	Security Ownership of Directors and Executive Officers	40
	~~Perquisites~~81	41Delinquent Section 16(a) Reports

~~Employee Welfare Benefit and Retirement Plans~~82	41Frequently Asked Questions about the Annual Meeting and Voting/Incorporation by Reference

	~~Other Post-Employment Compensation~~82	42Proxy and Proxy Statement
	~~Tax Implications~~82	42Voting and Record Date
	~~Compensation Committee Report~~85	43Shareholder Proposals, Nominations and Communications
	~~Executive Officer Compensation & Benefits~~86	44Cost of Proxy Solicitation
	~~Summary Compensation Table~~86	44Additional Information about Kemper and Householding Request s
	~~Grants of Plan-Based Awards in 202~~87 1	46Incorporation by Reference
~~Outstanding Equity Awards at 202~~1 ~~Fiscal Year-End Table~~	48
~~Option Exercises and Stock Vested in 202~~88 1 ~~Table~~	50Appendix A - Kemper Corporation 2023 Omnibus Plan
~~Retirement Plans Narrative and Pension Benefits Table~~	51


~~Nonqualified Deferred Compensation Plan~~ 2			52
~~Potential Payments Upon Termination or Change in Control~~			53
~~Pay Ratio Disclosure~~			57
~~Proposal 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers~~			58
~~Ownership of Kemper Common Stock~~			59
~~Directors and Executive Officers~~			59
~~Certain Beneficial Owners~~			60
~~Delinquent Section 16(a) Reports~~			60
~~Frequently Asked Questions~~			62
~~Incorporation by Reference~~			67
~~Appendix A: Supplement to Compensation Discussion and Analysis~~			A-1


Director Compensation
Name	Fees Earned or Paid in Cash($)(1)	Restricted Stock Unit Awards($)(2)	Charitable Matching Gifts($)	All Other Compensation($)(4)	Total($)
Teresa A. Canida	110,000.00	130,000.00	10,000	2,070.80	252,070.80
George N. Cochran	117,500.00	130,000.00	10,000	14,406.94	271,906.94
Kathleen M. Cronin	104,000.00	130,000.00	—	16,895.62	250,895.62
Jason N. Gorevic (3)	91,111.11	162,500.00	10,000	—	263,611.11
Lacy M. Johnson	98,000.00	130,000.00	10,000	10,035.63	248,035.63
Robert J. Joyce	142,500.00	130,000.00	10,000	16,762.94	299,262.94
Gerald Laderman	105,000.00	130,000.00	5,000	3,623.90	243,623.90
Stuart B. Parker	153,000.00	130,000.00	10,000	3,623.90	296,623.90
Christopher B. Sarofim	90,000.00	130,000.00	—	12,263.60	232,263.60
David P. Storch (5)	49,000.00	—	—	6,794.27	55,794.27
Susan D. Whiting	103,000.00	130,000.00	4,240	9,703.62	246,943.62


Name	Fees Earned or Paid in Cash($)(1)	Restricted Stock Unit Awards($)(2)	All Other Compensation($)(3)	Total($)
Teresa A. Canida	110,000	130,000	2,428	242,428
George N. Cochran	121,500	130,000	13,212	264,712
Kathleen M. Cronin	107,500	130,000	15,078	252,578
Lacy M. Johnson	98,000	130,000	11,457	239,457
Robert J. Joyce	205,000	130,000	16,318	351,318
Gerald Laderman	100,000	130,000	2,428	232,428
Stuart B. Parker	109,000	130,000	1,260	240,260
Christopher B. Sarofim	90,000	130,000	12,621	232,621
David P. Storch	98,000	130,000	14,945	242,945
Susan D. Whiting	100,500	130,000	7,886	238,386


Filed by the Registrant x			Filed by a Party other than the Registrant o



Kemper at a Glance The Kemper (NYSE: KMPR) family of companies is one of the nation’s leading specialized insurers. With nearly $13.4 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Auto, Personal Insurance, and Life brands. Kemper serves over 5.3 million policies, is represented by more than 29,000 agents and brokers, and has approximately 9,500 associates dedicated to meeting the ever-changing needs of its customers.


Voting Items		Board Recommendation		Page Reference
1	Elect a Board of Directors		FOR	7
		all director nominees
2	Consider and vote on an advisory proposal to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement		FOR	31
3	Consider and vote on a proposal to approve the Company’s 2023 Omnibus Plan		FOR	68
4	Consider and vote on an advisory proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023		FOR	76
5	Consider and vote on an advisory proposal on the frequency of future advisory proposals on the compensation of the Company’s Named Executive Officers	ONE YEAR		78


01	Notice of 2023 Annual Meeting of Shareholders to b e Held May 3 , 2023

03	Proxy Statement Summary

05	iVoting Roadmap

07	Proposal 1: Election of Directors
	7	Overview
	8	Director Nominees
	9	Key Characteristics Represented on Board
	10	Director Biographies
	15	Board ~~and~~ Composition

17	Corporate Governance		1
	~~Board~~ 17 ~~Leadership Structure~~ ~~and Role in Risk O~~v ~~ersight~~	1Board Structure
	21	Board Effectiveness
	22	Board Oversight
	23	Communicating with our Board
	24	Other Governance Matters

25	Director Compensation
	~~Meetings and Committees of the Board of Directors~~25	2
~~Audit Committee~~	2
~~Governance Committee and Certain~~ ~~Corporate~~ ~~Governance Matters~~	3
~~Selection of Board Nominees~~	3
~~Related Person Transactions~~	4
~~Director Independence~~	5
HR ~~& Compensation Committee~~	6
~~HR & Compensation Committee Interlocks and Insider Participation~~	6
~~Investment Committee~~	6
R ~~isk Committee~~	7
S ~~hareholder Engagement~~	7
~~Corporate Citizenship - Environmental, Social and Governance Principles~~	7
~~Director Compensation~~	9
~~202~~1 2022 Annual Non-Employee Director Compensation Program

28	9Executive Officers

31	Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
	~~Director Compensation Table~~31	10Overview

32	Executive Compensation
	~~Proposal 1: Election of Directors~~32	12Letter from HR & Compensation Committee
	~~Audit Matters~~33	18Compensation Committee Report
	~~Audit Committee Report~~34	18HR & Compensation Committee Governance
	~~Independent Registered Public Accountant~~35	19Compensation Discussion & Analysis
	~~Independent Registered Public Accountant Fees for 202~~52 1 ~~and 20~~20	19Compensation Tables 2022
	~~Pre-Approval of Services by Independent Registered Public Accountant~~63	19CEO Pay Ratio
	63	Pay V ersus Performance


Voting Matter		Board Recommendation	Page Reference
1.	Election of Directors;	FOR	12
2.	Advisory vote to ratify selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for 2022; and	FOR	20
3.	Advisory vote to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.	FOR	58



Environmental			We are committed to responsible environmental management and conservation of resources. Our environmental programs are focused on reducing waste, efficient energy consumption and responding to climate risk. This focus has delivered improvements in energy efficiency across our business footprint.


Social			Kemper’s most important asset is our employees. We provide valuable opportunities for personal growth and professional challenges at all stages of careers, from early career programs including internships and rotational programs to leadership development. We also promote individual growth and development through various programs including the Own Your Career initiative, providing employees with the resources and tools necessary to continue to build momentum toward career success and development. We are committed to an inclusive and equitable work environment. Our focus on sustainability across our businesses not only makes us more competitive, but also helps us attract, motivate and retain the talent we need in order to achieve our goals.


Governance			At Kemper, we seek the trust and confidence of our stakeholders. A key component of that is good corporate governance. Strong governance, ethics and compliance practices are followed.


Board/Committee/Position	Annual Chair Retainer ($)	Annual Non-Chair Retainer ($)	Annual Restricted Stock Unit Award ($)
Board of Directors	—	80,000	130,000	(1)
Lead Director	—	60,000
Audit Committee	33,000	15,000	—
HR & Compensation Committee	15,000	10,000	—
Investment Committee	15,000	10,000	—
Governance Committee	15,000	8,000	—
Risk Committee	15,000	10,000	—


Name	Outstanding Option Shares as of 12/31/22	Outstanding Deferred Stock Units as of 12/31/22	Outstanding Director RSUs as of 12/31/22
Teresa A. Canida	—	—	2,525
George N. Cochran	9,179	7,220	5,671
Kathleen M. Cronin	8,000	7,220	7,678
Jason N. Gorevic	—	—	3,139
Lacy M. Johnson	—	4,300	4,195
Robert J. Joyce	13,179	8,220	6,202
Gerald Laderman	—	—	4,195
Stuart B. Parker	—	—	4,195
Christopher B. Sarofim	16,000	8,220	2,525
David P. Storch	13,179	—	1,670
Susan D. Whiting	—	1,420	7,678


Name	Outstanding Option Shares as of 12/31/21(1)	Outstanding Deferred Stock Units as of 12/31/21(2)	Outstanding Director RSUs as of 12/31/21(3)
Teresa A. Canida	—	—	1,670
George N. Cochran	9,179	7,220	3,146
Kathleen M. Cronin	8,000	7,220	5,153
Lacy M. Johnson	—	4,300	5,153
Robert J. Joyce	17,179	8,220	5,153
Gerald Laderman	—	—	1,670
Stuart B. Parker	—	—	1,670
Christopher B. Sarofim	16,000	8,220	1,670
David P. Storch	17,179	8,220	3,677
Susan D. Whiting	—	1,420	5,153


Fee Type	2021		2020
Audit Fees (1)	$	4,260,751	$	4,169,365
Audit-Related Fees (2)	152,567		251,164
Tax Fees (3)	707,175		582,797

Total Fees	$	5,120,493	$	5,003,326


Affordable Protection in an Ever-Changing World


						~~Proxy Statement Summary~~


Annual Incentive Payouts - 2021 Annual EPP Awards
Name	Allocated Percentage of EPP Incentive Pool (%)(1)	Maximum Award (Lower of EPP Incentive Pool Allocation or EPP Limit) ($)(Millions)(2)	Actual Award Payout ($)(Millions)	Actual Award Payout as Percentage of Maximum (%)
Joseph P. Lacher, Jr.	36	6.0	1.8	30.0
James J. McKinney	16	4.9	0.9	18.4
John M. Boschelli	16	4.9	0.5	10.2
Duane A. Sanders	16	4.9	0.9	18.4
Erich Sternberg	16	4.9	0.4	8.2


Three-Year Adjusted ROE (%)			Total PSUs to Vest and/or Shares to be Granted on Vesting Date as Percentage of Target Shares (%)
At least 10.0			200
8.5			100
7.0			50
Below 7.0			—


Name	Number of Shares at Target Level (# of Shares)	Fair Value on Grant Date ($ per share)	Estimated Payout in Shares if Maximum Performance Level Achieved (# of Shares)	Estimated Value of Payout if Maximum Performance Level Achieved ($)
Joseph P. Lacher, Jr.	56,460	69.74	112,920	7,875,041
James J. McKinney	11,131	69.74	22,262	1,552,552
John M. Boschelli	9,679	69.74	19,358	1,350,027
Duane A. Sanders	11,615	69.74	23,230	1,620,060
Erich Sternberg	9,679	69.74	19,358	1,350,027


OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END
Outstanding Equity Awards at 2022 Fiscal Year-End												Outstanding Equity Awards at 2022 Fiscal Year-End
		Option Awards					Stock Awards						Option Awards					Stock Awards
Name	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($)	Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)	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.	Joseph P. Lacher, Jr.	98,280	—		40.70	11/19/2025						Joseph P. Lacher, Jr.	98,280	—		40.70	11/19/2025
		96,235	—		27.71	3/1/2026
		173,211	—		43.30	2/7/2027
		116,667	—		60.00	2/6/2028
		78,688	39,345	(1)	76.25	2/5/2029
		22,613	45,226	(2)	77.39	02/04/30
		—	75,280	(3)	69.74	02/02/31
							—		7,378	(4)	433,753
							—		29,508	(5)	1,734,775
							—		16,960	(6)	997,078
							—		33,918	(7)	1,994,039
							—		18,730	(8)	1,101,137
							—		37,640	(9)	2,212,856
Joseph P. Lacher, Jr.													96,235	—		27.71	3/1/2026
												Joseph P. Lacher, Jr.	173,211	—		43.30	2/7/2027
													116,667	—		60.00	2/6/2028
													118,033	—		76.25	2/5/2029
													45,226	22,613	(1)	77.39	2/4/2030
													25,093	50,187	(2)	69.74	2/2/2031
													—	156,546	(3)	52.70	2/1/2032
																		—		16,960	(4)	834,432
																		—		8,480	(5)	417,216
																		—		18,820	(6)	925,944
																		—		9,410	(7)	462,972
																		—		24,905	(8)	1,225,326
																		—		12,453	(9)	612,688
	James J. McKinney	10,075	—		40.20	11/17/2026							10,075	—		40.20	11/17/2026
		12,472	—		43.30	2/7/2027
		27,000	—		60.00	2/6/2028
		18,098	9,050	(1)	76.25	2/5/2029
		4,458	8,916	(2)	77.39	2/4/2030
		—	14,841	(3)	69.74	2/2/2031
James J. McKinney												James J. McKinney	12,472	—		43.30	2/7/2027
													27,000	—		60.00	2/6/2028
													27,148	—		76.25	2/5/2029
													8,916	4,458	(1)	77.39	2/4/2030
													4,947	9,894	(2)	69.74	2/2/2031
													—	74,669	(3)	52.70	2/1/2032
																		—		3,344	(4)	164,525
																		—		1,672	(5)	82,262
																		—		3,711	(6)	182,581
																		—		1,855	(7)	91,266
																		—		4,910	(8)	241,572
																		—		2,455	(9)	120,786
													21,246	—		76.25	2/5/2029
John M. Boschelli												John M. Boschelli	6,978	3,489	(1)	77.39	2/4/2030
													4,302	8,604	(2)	69.74	2/2/2031
													—	51,234	(3)	52.70	2/1/2032
																		—		2,617	(4)	128,756
																		—		1,308	(5)	64,354
																		—		3,227	(6)	158,768
																		—		1,613	(7)	79,360
																		—		4,270	(8)	210,084
																		—		2,135	(9)	105,042


Option Exercises and Stock Vested in 2022

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)(1)	Value Realized on Exercise ($)(2)	Number of Shares Acquired on Vesting (#)(3)	Value Realized on Vesting ($)(4)
Joseph P. Lacher, Jr.	—	—	29,508	1,562,449
James J. McKinney	—	—	6,786	359,319
John M. Boschelli	—	—	5,312	281,270
Charles T. Brooks	—	—	4,278	226,520
Duane A. Sanders	—	—	7,082	374,992


2021 PENSION BENEFITS
2022 Pension Benefits						2022 Pension Benefits

Name	Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)	Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)
Joseph P. Lacher, Jr.	Joseph P. Lacher, Jr.	Pension Plan	—	—	—	Joseph P. Lacher, Jr.	Pension Plan	—	—	—
		Pension SERP	—	—	—
Joseph P. Lacher, Jr.						Joseph P. Lacher, Jr.	Pension SERP	—	—	—
	James J. McKinney	Pension Plan	—	—	—		Pension Plan	—	—	—
		Pension SERP	—	—	—
James J. McKinney						James J. McKinney	Pension SERP	—	—	—
	John M. Boschelli	Pension Plan	18.5	690,123	—		Pension Plan	18.5	477,750	—
		Pension SERP	18.5	765,016	—
John M. Boschelli						John M. Boschelli	Pension SERP	18.5	529,596	—
							Pension Plan	—	—	—
Charles T. Brooks						Charles T. Brooks	Pension SERP	—	—	—
	Duane A. Sanders	Pension Plan	—	—	—		Pension Plan	—	—	—
		Pension SERP	—	—	—
Erich Sternberg		Pension Plan	—	—	—
		Pension SERP	—	—	—
Duane A. Sanders						Duane A. Sanders	Pension SERP	—	—	—


2021 NONQUALIFIED DEFERRED COMPENSATION
2022 Nonqualified Deferred Compensation							2022 Nonqualified Deferred Compensation

Name	Name	Plan Name	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)	Name	Plan Name	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
Joseph P. Lacher, Jr.	Joseph P. Lacher, Jr.	Deferred Compensation Plan	—				Joseph P. Lacher, Jr.	Deferred Compensation Plan	—	—	—	—
		Retirement SERP	—	5,738	—	56,161
Joseph P. Lacher, Jr.							Joseph P. Lacher, Jr.	Retirement SERP	—	(9,136)	—	47,026
	James J. McKinney	Deferred Compensation Plan	—	(2,507)	(287,156)	—		Deferred Compensation Plan	—	—	—	—
		Retirement SERP	—	1,857	—	13,842
James J. McKinney							James J. McKinney	Retirement SERP	—	(2,384)	—	11,458
	John M. Boschelli	Deferred Compensation Plan	—					Deferred Compensation Plan	—	—	—	—
		Retirement SERP	—	5,844	—	57,200
John M. Boschelli							John M. Boschelli	Retirement SERP	—	(9,305)	—	47,895
								Deferred Compensation Plan	—	—	—	—
Charles T. Brooks							Charles T. Brooks	Retirement SERP	—	(2,140)	—	11,013
	Duane A. Sanders	Deferred Compensation Plan	—					Deferred Compensation Plan	—	—	—	—
		Retirement SERP	—
Erich Sternberg		Deferred Compensation Plan	—
		Retirement SERP	—
Duane A. Sanders							Duane A. Sanders	Retirement SERP	—	—	—	—


Name	Lump-Sum Severance Payments (1)	Accelerated Stock Options (2)	Accelerated RSUs (2)(3)	Accelerated PSUs (2)(4)(5)(6)	Services and Payments related to Welfare Benefits and Out-placement (7)	Total
Joseph P. Lacher, Jr.
Termination due to Change in Control	13,800,000	—	—	11,016,129	162,695	24,978,824
Death or Disability	—	—	—	4,694,422	250,000	4,944,422
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
James J. McKinney
Termination due to Change in Control	4,450,000	—	—	2,257,242	76,702	6,783,944
Death or Disability	—	—	—	981,703	250,000	1,231,703
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
John M. Boschelli
Termination due to Change in Control	2,800,000	—	—	1,842,420	85,708	4,728,128
Death or Disability	—	—	—	786,213	250,000	1,036,213
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
Duane A. Sanders
Termination due to Change in Control	4,500,000	—	—	2,355,421	125,586	6,981,007
Death or Disability	—	—	—	1,024,378	250,000	1,274,378
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
Erich Sternberg
Termination due to Change in Control	2,650,000	—	—	1,499,909	85,708	4,235,617
Death or Disability	—	—	—	539,445	—	539,445
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—


Potential Payments Upon Termination from a Change In Control (“CIC”) or Death/Disability at December 31, 2022


Name	Lump-Sum Severance Payments(1)	Accelerated Stock Options(2)	Accelerated RSUs(2)(3)	Accelerated PSUs(2)(4)(5)(6)	Services and Payments related to Welfare Benefits and Out-placement(7)	Total
Joseph P. Lacher, Jr.
Termination due to Change in Control	10,000,000	—	—	8,957,057	162,858	19,119,915
Death or Disability	—	—	—	5,414,588	250,000	5,664,588
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
James J. McKinney
Termination due to Change in Control	3,775,000	—	—	1,765,886	72,287	5,613,173
Death or Disability	—	—	—	1,067,491	250,000	1,317,491
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
John M. Boschelli
Termination due to Change in Control	2,650,000	—	—	1,492,630	82,034	4,224,664
Death or Disability	—	—	—	886,115	250,000	1,136,115
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
Charles T. Brooks
Termination due to Change in Control	2,650,000	—	—	1,202,399	56,827	3,909,226
Death or Disability	—	—	—	713,831	250,000	963,831
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—
Duane A. Sanders
Termination due to Change in Control	3,825,000	—	—	1,842,688	106,758	5,774,446
Death or Disability	—	—	—	1,113,907	250,000	1,363,907
Retirement	—	—	—	—	—	—
Other Termination	—	—	—	—	—	—


Year	Summary Compensation Table Total for PEO (1)	Compensation Actually Paid to PEO (2)	Average Summary Compensation Table Total for Non-PEO NEOs (3)	Average Compensation Actually Paid to Non-PEO NEOs (4)	Value of Initial Fixed $100 Investment Based On:		Net Income (7)	Distributable Cash Flow* (8)
					Total Shareholder Return (5)	Peer Group Total Shareholder Return (6)
2022	7,906,538	2,186,378	2,389,475	1,347,367	67.38	140.14	(301.2)	307.90
2021	8,222,255	(1,227,378)	2,222,811	342,229	78.53	128.18	(120.5)	(202.60)
2020	9,239,185	10,288,502	2,649,608	2,806,373	100.82	98.70	409.9	418.40


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 ($)	Inclusion of Pension Service Cost for Mr. Lacher ($)	Inclusion of Equity Values for Mr. Lacher ($)	Compensation Actually Paid to Mr. Lacher ($)
2022	7,906,538	—	(6,000,000)	—	279,840	2,186,378
2021	8,222,255	—	(5,378,990)	—	(4,070,643)	(1,227,378)
2020	9,239,185	—	(5,457,956)	—	6,507,273	10,288,502


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 ($)	Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	2,389,475	—	(1,510,000)	—	467,892	1,347,367
2021	2,222,811	—	(1,146,961)	—	(733,622)	342,229
2020	2,649,608	—	(1,125,696)	—	1,282,461	2,806,373


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 ($)
2022	3,820,463	(3,214,502)	—	(326,121)	—	—	279,840
2021	1,888,580	(5,261,544)	—	(697,679)	—	—	(4,070,643)
2020	6,487,864	(61,631)	—	81,040	—	—	6,507,273


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 ($)
2022	1,084,633	(554,250)	—	(62,491)	—	—	467,892
2021	352,109	(973,538)	—	(112,193)	—	—	(733,622)
2020	1,335,361	(12,746)	—	(40,154)	—	—	1,282,461


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


~~Ownership of Kemper Stock~~Compensation Actually Paid versus Net Income


~~Overview~~Compensation Actually Paid versus Distributable Cash Flow


Revenue
Earnings Per Share
Adjusted Net Income
Book Value Per Share
Relative Total Shareholder Return
Adjusted Return on Equity
Distributable Cash Flow




PROPOSAL 3


Vote to Approve the Kemper Corporation 2023 Omnibus Plan