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KEMPER Corp

For the period ended May 7, 2025. Filed Mar 26, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 26, 2025

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KMPR$33.39-5.5%Stored close · as of Nov 6, 2026
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Cover page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):
xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Kemper is improving the world of insurance by providing affordable and personalized auto and life solutions for individuals, families and businesses

Kemper at a GlanceThe Kemper (NYSE: KMPR) family of companies is one of the nation’s leading specialized insurers. With approximately $13 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 Kemper Auto and Kemper Life brands. Kemper serves over 4.7 million policies, is represented by 22,000 agents and brokers, and has approximately 7,400 associates dedicated to meeting the ever-changing needs of its customers.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis Notice of Annual Meeting of Shareholders and Proxy Statement contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could” and other terms of similar meaning. Any or all forward-looking statements may turn out to be wrong, and, accordingly, Kemper cautions readers not to place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining the Company’s actual future results and financial condition. Information on potential factors that could affect Kemper’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended December 31, 2024. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Notice of 2025 Annual Meeting of Shareholders to be Held May 7, 2025

DateWednesday,May 7, 2025Time8:30 a.m. Central Daylight TimeLocation200 East Randolph Street,Chicago, Illinois 60601Auditorium, Lower Level 1Record DateMarch 13, 2025
Voting Items · BoardRecommendation · PageReference
1Elect the nominees named in the attached Proxy Statement to the Board of DirectorsFOR4
all director nominees
2Vote on an advisory proposal to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy StatementFOR30
3Vote on a proposal to approve the Company’s Second Amended and Restated 2023 Omnibus PlanFOR68
4Vote on an advisory proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025FOR76

We will also consider and act upon such other business as may be properly brought before the meeting.

Your vote is important to us. To show our appreciation for your participation, The Kemper Foundation will make a $1 donation to the American Heart Association for every shareholder account that participates in connection with the 2025 Annual Meeting of Shareholders (“Annual Meeting”).

The Board of Directors of Kemper has fixed March 13, 2025 as the record date (“Record Date”) for determining shareholders entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements of the meeting. Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting.

If you wish to examine a list of registered shareholders as of March 13 during the 10-day period prior to the Annual Meeting date, please contact Investor Relations at investors@kemper.com.

By Order of the Board of Directors,

C. Thomas Evans, Jr.

Secretary

Chicago, Illinois

March 26, 2025

How to Vote

By Internetwww.proxyvote.comBy Telephone1-800-690-6903By MailComplete, sign and date your proxy card and return it no later than the commencement of the Annual Meeting in the postage-paid envelope provided

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 7, 2025: The Company’s 2025 Proxy Statement and 2024 Annual Report to Shareholders are available at proxyvote.com. Regardless of whether you plan to attend the Annual Meeting, please vote your proxy as promptly as possible. You may vote by timely returning your signed and dated proxy card in the postage-paid envelope provided, or you may vote by telephone or through the Internet. Instructions are printed on your proxy card.

2025 PROXY STATEMENT1

Table of Contents

01 · Notice of 2025 Annual Meeting of Shareholders to be Held May 7, 2025
03 · Voting Roadmap
04 · Proposal 1: Election of Directors
4 · Overview
5Director Nominees
6Key Characteristics Represented on the Board
7Director Biographies
12Board Composition
14Corporate Governance
14Board Leadership Structure
18Board Effectiveness
19Board Oversight
22Investor Relations in 2024
22Corporate Responsibility at Kemper
23Communicating with our Board
23Other Governance Matters
24Director Compensation
242024 Annual Non-Employee Director Compensation Program
27Executive Officers
30Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
30Overview
31Executive Compensation
31Human Resources & Compensation Committee Report
32Human Resources & Compensation Committee Governance
33Compensation Discussion & Analysis
50Compensation Tables 2024
63CEO Pay Ratio
63Pay Versus Performance
68Proposal 3: Vote to Approve the Second Amended and Restated Kemper Corporation 2023 Omnibus Plan
68Overview and Reason for Proposal
69Key Features of the Second A&R Plan
69Burn Rate, Outstanding Equity Awards, and Overhang & Dilution
70Summary Description of the Second A&R Plan
76Proposal 4: Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm
76Overview
77Audit Fees and All Other Fees
77Audit Committee Pre-Approval Policies and Procedures
77Audit Committee Report
78Beneficial Ownership of Common Stock
78Security Ownership of Certain Beneficial Owners
79Security Ownership of Directors and Executive Officers
79Delinquent Section 16(a) Reports
80Frequently Asked Questions about the Annual Meeting and Voting/Incorporation by Reference
80Proxy and Proxy Statement
80Voting and Record Date
83Shareholder Proposals, Nominations and Communications
84Cost of Proxy Solicitation
85Additional Information about Kemper and Householding Requests
85Incorporation by Reference
86Appendix A-1 - Reconciliation of GAAP and Non-GAAP Financial Measures
87Appendix A-2 - Performance Metrics
88Appendix B - Second Amended and Restated Kemper Corporation 2023 Omnibus Plan

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