Charles Brooks - Executive Vice President, Operations and Systems | KEMPER (KMPR) Executive Profile & Compensation

About Charles Brooks

Charles T. Brooks is Executive Vice President, Operations and Systems at Kemper Corporation (KMPR). He joined Kemper in May 2016 as Senior Vice President & Chief Information Officer and assumed his current EVP role in March 2017; he is age 58 per Kemper’s 2025 proxy executive officer biographies . Prior roles include Global Operations & Technology Officer at ACE Limited (now Chubb) from August 2011 to December 2015; Senior Vice President/Head, Member and Plan Sponsor Services at Aetna from February 2009 to August 2011; Senior Vice President, Operations and CIO, Personal Lines at Travelers from December 2003 to February 2009; and Partner, Financial Services – Insurance Practice at Accenture from June 1998 to December 2003 . Company-level performance context during recent years: Kemper’s cumulative TSR values in the pay-versus-performance table were $95.23 (2024), $68.41 (2023), $67.38 (2022), $78.53 (2021), and $100.82 (2020), versus peer TSR of $195.70 (2024), $154.07 (2023), $140.14 (2022), $128.18 (2021), and $98.70 (2020); net income moved from $409.9m (2020) to $(123.7)m (2021), $(286.6)m (2022), $(272.1)m (2023), then $317.8m (2024) .

Past Roles

Organization	Role	Years	Strategic impact
Kemper Corporation	Senior Vice President & Chief Information Officer	May 2016–Mar 2017	Led enterprise CIO function
Kemper Corporation	Executive Vice President, Operations and Systems	Mar 2017–present	Oversees operations and systems across Kemper
ACE Limited (now Chubb)	Global Operations & Technology Officer	Aug 2011–Dec 2015	Led global operations and technology
Aetna	SVP/Head, Member and Plan Sponsor Services	Feb 2009–Aug 2011	Ran member/plan sponsor services
Travelers	SVP, Operations and CIO, Personal Lines	Dec 2003–Feb 2009	Operations and IT leadership in Personal Lines
Accenture	Partner, Financial Services – Insurance Practice	Jun 1998–Dec 2003	Consulting leadership in insurance

External Roles

Organization	Role	Years	Notes
—	—	—	No external public-company directorships disclosed in the proxy biographies reviewed

Fixed Compensation

Metric	FY 2022
Base Salary ($)	500,000
Bonus Paid ($)	400,000
All Other Compensation ($)	38,691
Total ($)	2,102,491

Notes

The HR&CC awarded discretionary bonuses in 2022 despite not meeting plan funding goals, citing strategic execution amid macro headwinds; NEO bonus amounts include Brooks at $400,000 .

2022 base salaries for NEOs were unchanged from 2021; Brooks base salary was $500,000 .

Performance Compensation

Instrument	Grant date	Metric(s)	Threshold	Target	Maximum	Grant-date fair value ($)	Vesting / performance period	Payout status
Stock Options	2/1/2022	—	—	44,119 options	—	647,314	Vests in 3 equal annual tranches starting 2/1/2023; strike $52.70	Not disclosed
PSUs (Relative TSR)	2/1/2022	Relative TSR	3,440	6,879	13,758	352,342	Three-year performance period; payout certified after period	Not disclosed
PSUs (Three-Year Adjusted ROE)	2/1/2022	Three-Year Adjusted ROE	1,720	3,439	6,878	164,143	Three-year performance period; payout certified after period	Not disclosed
Prior PSUs (2010s)	Various	2/3 Relative TSR, 1/3 Adjusted ROE (for 2020 awards)	—	—	—	—	2020–2022 cycle concluded; 2020 PSUs paid out at 0% (both TSR and ROE tranches)	0% payout (for 2020–2022 cycle)

Design details

Option exercise price equals closing price on grant date; option fair values via Black‑Scholes; PSU fair values via Monte Carlo (Relative TSR) and grant-date close (ROE) .

2022 PSUs use a 50% threshold and 200% maximum of target units .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (as of 3/9/2023)	24,432 common shares; <1% of shares outstanding (63,963,923)
PSUs outstanding (not deemed beneficial ownership unless vest within 60 days)	19,135 PSUs for Brooks excluded from beneficial ownership
Stock ownership guidelines (executives)	Minimum 2× salary for NEOs; RSUs count; 50% retention of net shares until guideline met; 1‑year holding period on shares acquired from options/vesting (tax/exercise exceptions)
Hedging & pledging	Prohibited for all directors and equity award recipients (e.g., swaps, collars; pledging under margin/loans)
Clawback policy	Adopted and revised under SEC/NYSE rules for incentive compensation upon financial restatement; terms embedded in award agreements

Outstanding Equity Awards (as of 12/31/2022)

Strike ($)	Expiration	Exercisable (#)	Unexercisable (#)
31.01	5/5/2026	20,000	—
31.01	5/5/2026	23,219	—
43.30	2/7/2027	16,629	—
60.00	2/6/2028	19,200	—
76.25	2/5/2029	17,115	—
77.39	2/4/2030	5,621	2,811 (vested 2/4/2023)
69.74	2/2/2031	3,465	6,931 (ratable vest on 2/4/2023 & 2/2/2024)
52.70	—	—	44,119 (ratable vest on 2/1/2023, 2/1/2024, 2/1/2025)

Under a hypothetical change-in-control at 12/31/2022, accelerated value for options was zero because unvested option strike prices exceeded the 12/30/2022 closing price of $49.20; PSUs/RSUs would accelerate per plan .

Employment Terms

Severance agreements (double-trigger CIC protection): If terminated without cause or resign with “good reason” within 2 years after a change-in-control, NEOs (other than CEO) receive a lump sum equal to 2× annualized salary + annual incentive (greater of prior-year bonus or 110% of salary), plus pro‑rata incentive for year of termination, life insurance continuation for 2 years, lump‑sum COBRA differential for 24 months, and up to 52 weeks of outplacement; excise tax best‑net choice (full benefits subject to 280G vs cutback below safe harbor) .
CIC termination value example (12/31/2022): For Brooks, cash severance $2,650,000; accelerated PSUs $1,202,399; welfare/outplacement $56,827; total $3,909,226; death/disability total $963,831 (accelerated PSUs $713,831 + $250,000 supplemental death benefit) .
Equity acceleration on certain terminations: Unvested options vest upon death/disability/CIC; retirement-eligible terminations allow continued vesting per original terms; otherwise, unvested options forfeited .
Indemnification: Executive officers are party to indemnification agreements providing fullest Delaware-law indemnification and advancement of expenses, supplementing bylaws and charter .

CIC/Termination Scenario Values (as of 12/31/2022)

Scenario	Cash severance ($)	Accelerated options ($)	Accelerated RSUs ($)	Accelerated PSUs ($)	Welfare/outplacement ($)	Total ($)
Change in Control termination	2,650,000	—	—	1,202,399	56,827	3,909,226
Death or Disability	—	—	—	713,831	250,000	963,831

Investment Implications

Pay-for-performance alignment: 2020 PSU cycle paid 0% on both TSR and ROE tranches, indicating strict performance thresholds and limited discretionary adjustments on long-term incentives; this ties realized pay to outcomes and reduces windfalls during underperformance .
Selling pressure/vesting: Unvested options at 12/31/2022 carried strikes above the $49.20 close, yielding no accelerated value upon CIC; combined with a one-year post-vesting holding requirement and stock ownership guidelines (2× salary for NEOs), this framework tempers near-term selling pressure and supports alignment .
Retention/contract economics: Double-trigger CIC severance of ~2× salary+bonus plus benefit continuations is competitive and supportive of retention, while 280G best‑net provisions avoid shareholder‑unfriendly tax gross‑ups; retirement-eligible continued vesting provisions incentivize tenure .
Ownership: Brooks beneficially owned 24,432 shares (<1%), with additional PSUs outstanding that are not counted toward beneficial ownership; compliance is monitored, with retention requirements until guidelines are met, and hedging/pledging is prohibited—reducing misalignment risk .
Execution risk context: Company TSR lagged peers in several recent years and long-term incentive payouts reflected performance pressure; conversely, net income rebounded in 2024, suggesting improved operating fundamentals that may enhance future PSU outcomes if sustained .