C. Thomas Evans, Jr.
KEMPERAbout C. Thomas Evans, Jr.
Executive Vice President, Secretary and General Counsel at Kemper; joined Kemper in 1992 and has served as EVP, Secretary and General Counsel since May 2015 (age 66) . Prior to Kemper, he practiced at Winston & Strawn focusing on corporate and commercial litigation . As Corporate Secretary, Evans signs Kemper’s proxy materials and oversees governance processes . Context on company performance: in 2024 Kemper returned to profitability with net income of $317.8M (vs. a loss in 2023), adjusted net operating income of $381.5M, book value per share rose to $43.68, while revenue was $4.639B (2023: $4.944B); 2024 STI metrics for NEOs maxed out on Adjusted Operating Income and Distributable Cash Flow, and the pay-versus-performance table shows cumulative TSR value of $95.23 for a $100 investment in 2024 vs $68.41 in 2023 (peer TSR $195.70 in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kemper Corporation | EVP, Secretary and General Counsel | 2015–present | Enterprise legal/governance leadership; corporate secretary duties; executive team member |
| Kemper Corporation | Assistant Secretary and Associate General Counsel; Assistant General Counsel; Chief Counsel (Kemper Life); Counsel | 1992–2015 | Progressive leadership across enterprise and Kemper Life legal functions |
| Winston & Strawn | Attorney (corporate/commercial litigation) | Pre‑1992 | Litigation background supporting corporate legal expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Winston & Strawn | Attorney | Pre‑1992 | Corporate/commercial litigation experience prior to joining Kemper |
Fixed Compensation
- Kemper discloses detailed pay only for Named Executive Officers (NEOs); Evans is not listed as an NEO in 2024 or 2025, so his base salary, target bonus, and annual cash payout amounts are not individually disclosed in the proxy .
Performance Compensation
Kemper’s 2024 executive incentive design (applies to NEOs; Evans’ specific participation not disclosed):
- Short‑Term Incentive (STI) metrics and results (enterprise-level funding drivers): Adjusted Operating Income and Distributable Cash Flow, plus role-specific qualitative factors; 2024 actuals paid at 200% for both financial metrics .
- Long‑Term Incentive (LTI) mix (2024): Options (~20%), RSUs (~20%), PSUs (~60%) for NEOs; PSUs vest based on three‑year Relative TSR vs. S&P 1500 Composite Insurance Index and three‑year Adjusted ROE with 50%/100%/200% payout curve; 2022 PSU cycle paid 0% (aligns realized pay to performance) .
| 2024 STI Performance Factors | Threshold | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|
| Adjusted Operating Income ($m) | 170 | 210 | 275 | 381.5 | 200% |
| Distributable Cash Flow ($m) | 200 | 260 | 320 | 608.9 | 200% |
Vesting mechanics used in 2024 awards (NEOs):
- Options: 10-year term; vest in three equal annual installments; strike = grant-date close .
- RSUs: Time-based; vest in thirds annually over three years .
- PSUs (2024): Two-thirds Relative TSR (25th/50th/75th/90th percentile → 50%/100%/150%/200%); one‑third three‑year Adjusted ROE (7.0%/8.5%/10.0% → 50%/100%/200%) .
Retention incentives:
- 2024 performance-based RSUs granted to NEOs (not CEO) with three annual tranches tied to Adjusted BVPS growth (2024: +$4.63 achieved → first tranche vested Feb 6, 2025) and 2025 BVPS growth plus Auto PIF growth for later tranches .
Equity Ownership & Alignment
- Hedging/pledging prohibited for directors and all employees who receive equity awards; common instruments (collars, swaps, margin/pledge) are disallowed .
- One‑year post‑vesting holding period on shares acquired via option exercise or vesting for executive officers (except shares sold/withheld for taxes/exercise) .
- Stock ownership policy: CEO 5x salary; other NEOs 2x salary; executives must make continuous progress and are subject to a retention ratio (75% CEO, 50% other executive officers) until compliant; compliance monitored (as of 12/31/2024, each NEO either exceeded minimum or was under retention) .
- Individual beneficial ownership for Evans is not itemized in the 2025 proxy’s director/NEO ownership table (Evans is not an NEO/director), so a shares-owned breakdown is not disclosed .
Employment Terms
- No employment contracts: Kemper states it does not have employment contracts with its NEOs or other executive officers; executives are “at‑will” employees .
- Change‑in‑control framework (company policy): Double‑trigger for vesting/benefits; no option repricing; no excise tax gross‑ups for NEOs or other executive officers under any policy/program; clawback policy in place for incentive compensation in the event of restatement per Dodd‑Frank/NYSE rules .
- Indemnification: Kemper provides indemnification and advancement of expenses to directors and executive officers by agreement, supplementing charter/bylaw protections .
- Insider trading policy: codified and filed with 10‑K exhibits; governs transactions by directors, officers and employees .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | 4.944 | 4.639 |
| Earned Premium ($B) | 4.529 | 4.216 |
| Net Income (Loss) Attributable to Kemper ($M) | (272.1) | 317.8 |
| Adjusted Net Operating Income ($M) | (47.2) | 381.5 |
| Book Value Per Share ($) | 39.08 | 43.68 |
| Cumulative TSR Value of $100 Investment | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Kemper | 100.82 | 78.53 | 67.38 | 68.41 | 95.23 |
| S&P 1500 Composite Insurance Index (peer TSR) | 98.70 | 128.18 | 140.14 | 154.07 | 195.70 |
Say‑on‑Pay outcomes:
| Year | Approval % |
|---|---|
| 2022 | 54% |
| 2023 | 70% |
| 2024 | 92% |
Compensation peer group (used for benchmarking in 2024): American Equity, American Financial, Assurant, Cincinnati Financial, CNA Financial, CNO Financial Group, Erie Indemnity, First American Financial, Globe Life, The Hanover, Hartford Financial, Horace Mann Educators, Lincoln National, Markel, Mercury General, ProAssurance, RLI, Selective, W.R. Berkeley .
Compliance note: The company reports all Section 16(a) filing requirements were met for directors/executive officers in 2024 .
Compensation Structure Analysis
- Shift to more formulaic, performance‑tied cash incentives (STI) and heavier PSU mix in LTI improved pay‑for‑performance alignment; use of RSUs (from 2023 onward) adds retention ballast during turnaround .
- Governance-friendly features: no option repricing, double‑trigger CIC, no excise tax gross‑ups, clawback policy, ownership/holding requirements, and anti‑hedging/pledging policy .
- 2022/2021 PSU cycles paying 0% underscores down‑capture; 2024 STI paid at max on enterprise results reflecting the profitability rebound .
Investment Implications
- Alignment: Strong shareholder alignment via PSU framework (TSR and ROE), anti‑hedging/pledging, one‑year post‑vesting hold, and ownership retention requirements; Evans, as long‑tenured GC and Corporate Secretary, operates within these governance structures even though his specific individual comp is not disclosed as a non‑NEO .
- Retention risk: Company added RSUs and 2024 performance‑based retention RSUs for NEOs to stabilize leadership through the turnaround; Evans’ individual awards are not disclosed, but overall program enhancements reduce senior team attrition risk .
- Trading signals: No individual Form 4 patterns for Evans are disclosed in the proxy; Section 16(a) compliance noted. Anti‑hedging/pledging policy reduces risk of forced selling/pledge‑related pressure .
- Change‑of‑control economics: Double‑trigger treatment and absence of gross‑ups are shareholder‑friendly; Evans (as an executive officer) would be subject to the company’s no‑gross‑up policy, though specific severance terms are disclosed only for NEOs .