George Cochran
KEMPERAbout George N. Cochran
George N. Cochran, age 70, has served on Kemper Corporation’s Board since 2015 and is an independent director. He is Managing Partner at Cochran Booth & Co. (2014–present) and a National Association of Corporate Directors Governance Fellow and Board Leadership Fellow, reflecting formal governance training. His prior leadership in insurance-focused investment banking (including chair roles at Macquarie Capital’s Global Financial Institutions Group and Fox-Pitt Kelton Cochran Caronia Waller) underpins his risk and transactions expertise; he chairs Kemper’s Risk Committee and sits on the Human Resources & Compensation Committee (HR&CC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macquarie Capital | Chairman, Global Financial Institutions Group | — | Insurance corporate finance and transactions focus |
| Fox-Pitt Kelton Cochran Caronia Waller | Chairman | — | Specialty insurance investment bank leadership; firm acquired by Macquarie in 2009 |
| Cochran Caronia Waller | Co-founder | — | Built insurance industry advisory franchise |
| Coopers & Lybrand Securities, LLC | Managing Director; Insurance Industry Head | — | Sector coverage leadership |
| Kidder, Peabody & Co. | Investment Banker | — | Capital markets and advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cochran Booth & Co. | Managing Partner | 2014–present | Independent investment/advisory role |
| Kemper Corporation | Director | 2015–present | Independent; Risk Committee Chair; HR&CC member |
Board Governance
- Committee assignments: Risk Committee (Chair); Human Resources & Compensation Committee (member) .
- Audit Committee “financial expert”: Board determined Mr. Cochran qualifies under SEC rules .
- Independence: Board affirmed Mr. Cochran is independent under NYSE and SEC rules; 9 of 10 nominees are independent .
- Attendance and engagement: Board met 8 times in 2024; Risk met 4; HR&CC met 8. Each director attended at least 75% of Board and relevant committee meetings; independent directors meet regularly in executive sessions .
- HR&CC interlocks: Committee comprised exclusively of independent directors; no related-person transactions requiring disclosure for 2024 and no compensation committee interlocks with other issuers .
Fixed Compensation
Kemper’s 2024 non-employee director program and Mr. Cochran’s actual 2024 compensation:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $85,000 | Program rate |
| Committee chair/member retainers | Chair: Audit $40,000; HR&CC $30,000; Investment/Risk $20,000; Governance $20,000; Member: Audit $15,000; HR&CC $10,000; Investment/Risk $10,000; Governance $8,000 | Program rates |
| Annual RSU award (grant-date value) | $150,000 | Vests one year from grant; dividend equivalents paid upon vesting; deferrable up to 10 years |
| Charitable matching gift program | Up to $10,000 | The Kemper Foundation match; available annually |
| 2024 Director Compensation (George N. Cochran) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 115,000 |
| Stock awards (grant-date fair value) | 150,000 |
| All other compensation (dividend equivalents and matching gifts) | 31,707 |
| Total | 296,707 |
Grant mechanics:
- 2024 annual Director RSUs granted May 1, 2024 at $58.49 per share closing price; vest one year from grant; dividend equivalents paid only if and when vested .
- Directors may defer RSU conversion to shares up to 10 years; may also defer up to 100% of cash fees under the Nonqualified Deferred Compensation Plan .
Performance Compensation
Directors do not receive performance-based incentives; non-employee director equity is time-based RSUs, not tied to TSR, ROE, or operating metrics .
RSU terms (directors):
- Vesting: one year from grant; dividend equivalents paid on vesting; optional deferral up to 10 years .
- Outstanding units for Mr. Cochran as of 12/31/2024: Director RSUs 10,651; DSUs 7,220; legacy option shares outstanding 9,179 .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed in proxy | — | — |
- No other current public company directorships were disclosed for Mr. Cochran in Kemper’s 2025 proxy biography .
- HR&CC interlocks: None; no reportable related-person transactions for 2024 among HR&CC members .
Expertise & Qualifications
- Insurance industry; executive experience; investment management; risk management; corporate governance; business development .
- NACD Governance Fellow and Board Leadership Fellow (formal director education) .
- Audit committee “financial expert” designation under SEC rules .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned (including DSUs) at 3/13/2025 | 26,622 |
| RSUs/options vesting/exercisable within 60 days (at 3/13/2025) | 2,565 (Director RSUs) |
| Total beneficial ownership | 29,187; less than 1% of outstanding |
| Outstanding Director RSUs (12/31/2024) | 10,651 |
| Outstanding DSUs (12/31/2024) | 7,220 |
| Outstanding option shares (12/31/2024) | 9,179 |
| Director stock ownership guideline | 5× base non-chair cash retainer; all directors 5+ years met guidelines as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and all equity award recipients |
| Pledged shares | None disclosed; policy prohibits pledging |
Governance Assessment
- Strengths: Independent status; Risk Committee chair with deep sector finance experience; audit “financial expert” designation; regular attendance; robust director ownership guidelines met for long-tenured directors; hedging/pledging prohibited .
- Compensation alignment: Mix of cash retainer and time-based RSUs with one-year vesting; optional deferral promotes long-term alignment; charitable match modest and transparent .
- HR&CC oversight: Independent composition; use of independent consultant (FW Cook) and strong shareholder support for Say-on-Pay in 2024 (~92%) indicate responsiveness to investor feedback (relevant to Mr. Cochran as HR&CC member) .
- Potential red flags: None disclosed—no related-party transactions, no interlocks, and no pledging/hedging; legacy director option holdings are historical from prior programs and fully disclosed .