Alberto Paracchini
KEMPERAbout Alberto J. Paracchini
Alberto J. Paracchini, age 54, has served as an independent director of Kemper Corporation since 2023 and is Chair of the Audit Committee and a member of the Risk Committee . He is Chief Executive Officer, President, and Director of Byline Bank and President and Director of Byline Bancorp, Inc. (NYSE: BY), bringing deep executive, finance, risk, governance, and investment management expertise to Kemper’s board . The Board affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BXM Holdings, Inc. | Principal | Not disclosed | Finance/strategy experience |
| Midwest Bank & Trust | Senior roles | Not disclosed | Banking operations and governance |
| Popular Financial Holdings | Senior roles | Not disclosed | Consumer finance leadership |
| E-Loan | Senior roles | Not disclosed | Consumer lending/fintech exposure |
| Banco Popular North America | Senior roles | Not disclosed | Retail/SMB banking operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Byline Bank | CEO, President, Director | 2013–present | Executive Credit and ALCO Committee member |
| Byline Bancorp, Inc. (NYSE: BY) | President, Director | 2013–present | Public company governance |
| Junior Achievement of Chicago | Board member | Not disclosed | Community/education engagement |
| Scale Link (CDFI) | Board member | Not disclosed | Community development finance |
Board Governance
- Committee assignments: Audit (Chair); Risk (Member) .
- Audit Committee financial expert designation: Board determined Paracchini qualifies as an audit committee financial expert under SEC rules .
- Independence: Board affirmatively determined Paracchini is independent with no material relationships with the Company .
- Attendance: In 2024, the Board met 8 times and the Audit and Risk Committees met 8 and 4 times, respectively; each director attended at least 75% of the meetings of the Board and committees on which they served, and attended the 2024 Annual Meeting .
- Audit oversight: As Audit Chair, he signed the Audit Committee report recommending inclusion of audited financials and confirming auditor independence and required communications .
Fixed Compensation
| Component | 2024 Director Program Terms | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $85,000 | Standard for non-employee directors |
| Independent Chairman retainer | $220,000 | Prorated in 2024 for chair start date (applies to Laderman) |
| Committee chair retainers | Audit $40,000; HR&CC $30,000; Investment/Risk/ Governance $20,000 | Applies to Paracchini as Audit Chair |
| Committee member retainers (non-chair) | Audit $15,000; HR&CC $10,000; Investment/Risk $10,000; Governance $8,000 | Applies to Paracchini for Risk |
| Annual Director RSU grant | $150,000 grant-date value | Vests one year from grant; dividend equivalents paid upon vesting |
| Charitable matching | Up to $10,000 per year | Via The Kemper Foundation |
| Expense reimbursement | Travel and education | Standard practice |
| 2024 Compensation (Paracchini) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 122,500 |
| Stock awards (RSUs) | 150,000 (grant-date fair value) |
| All other compensation | 7,065 (dividend equivalents/charitable match) |
| Total | 279,565 |
Performance Compensation
Directors do not have performance-based pay at Kemper; annual equity is in RSUs that vest with service.
| RSU Award Detail (Paracchini) | 2024 Terms |
|---|---|
| Grant-date value | $150,000 (May 1, 2024; closing price $58.49) |
| Vesting | 100% after one year from grant |
| Dividend equivalents | Cash equivalents paid only if/when vested |
| Deferral election | RSU conversion to shares can be deferred up to 10 years |
Other Directorships & Interlocks
| Company | Listing | Role | Interlocks/Conflicts |
|---|---|---|---|
| Byline Bancorp, Inc. | NYSE: BY | President, Director | No Kemper-related party transactions disclosed; Board determined independence |
- Compensation Committee interlocks: Proxy reports no HR&CC interlocks or insider participation requiring disclosure; Paracchini is not on HR&CC .
Expertise & Qualifications
- Executive leadership and accounting/finance expertise; corporate governance, business development, risk and investment management skills cited by Kemper .
- Audit Committee financial expert under SEC rules .
Equity Ownership
| Beneficial Ownership (as of March 13, 2025) | Shares |
|---|---|
| Common shares owned | 4,823 |
| RSUs vesting within 60 days | 2,565 |
| Total beneficially owned | 7,388; <1% of class (64,023,079 shares outstanding) |
| Outstanding Director RSUs (Dec 31, 2024) | 5,498 (unvested service-based) |
- Stock ownership guidelines: Non-employee directors must hold at least 5x the base non-chair cash retainer; attainment required within five years. As of Dec 31, 2024, directors with ≥5 years meet guidelines; those with <5 years (including Paracchini) have already met or are on track .
- Hedging/pledging: Prohibited for directors receiving equity awards .
- Indemnification: Standard indemnification agreements in place for directors .
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation, enhancing financial reporting oversight and internal control rigor; active participation evidenced by committee leadership and board attendance; robust ownership policy and anti-hedging align director incentives with shareholders .
- Compensation alignment: Balanced cash/equity mix; time-based RSUs support alignment without encouraging short-term risk-taking; modest other compensation limited to dividend equivalents and charitable matching .
- Potential conflicts: Senior roles at Byline (public bank) create theoretical related-party exposure; however, Kemper’s related person policy and annual independence review identified no material relationships, and Board affirmed independence. No related party transactions disclosed involving Paracchini .
- Signals: Audit Committee report signed by Paracchini underscores audit quality and auditor independence oversight; Board-wide governance practices (director evaluations, rotation, refreshment, executive sessions) support effectiveness .
RED FLAGS: None disclosed for Paracchini in the proxy regarding related-party transactions, hedging/pledging, low attendance, or compensation anomalies. Directors are prohibited from hedging/pledging; independence affirmed .