Gerald Laderman
KEMPERAbout Gerald Laderman
Independent Chairman of Kemper Corporation since May 2024; Director since 2020; age 67. Former Executive Vice President and Chief Financial Officer of United Airlines Holdings (2018–2023), with 30+ years in airline finance and treasury; previously Senior Vice President-Finance, Procurement & Treasurer at United and Senior Vice President of Finance & Treasurer at Continental Airlines; began career as an attorney at Hughes Hubbard & Reed LLP. The Board classifies him as independent and also determined he qualifies as an Audit Committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | EVP & CFO | 2018–2023 | Led accounting, reporting, capital allocation; retired in 2024 . |
| United Airlines | SVP-Finance, Procurement & Treasurer | Various years | Oversaw finance, procurement, treasury functions . |
| Continental Airlines | SVP Finance & Treasurer | Pre-2010 | Finance leadership until merger with United in 2010 . |
| Hughes Hubbard & Reed LLP | Attorney | Early career | Legal background supports governance and risk oversight . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISTAT (International Society of Transport Aircraft Traders) | President and Board Director | Current | Non-profit leadership; industry network and financial acumen . |
Board Governance
- Roles and independence: Independent Chairman (elected May 2024) and Chair of the Governance Committee; member of Audit and Investment Committees; Board affirmed his independence and noted prior years had considered Kemper’s relationship with United Airlines but no such consideration was needed in 2025 since he’s no longer employed there .
- Audit expertise: The Board determined Mr. Laderman qualifies as an audit committee financial expert under SEC rules .
- Board/committee activity: 2024 meetings—Board (8), Audit (8), Governance (6), Investment (4), Risk (4); independent directors meet regularly in executive session, presided over by the independent chair; each director attended at least 75% of Board and committee meetings in 2024 .
- Leadership structure rationale: Separation of Chair/CEO in May 2024 intended to improve focus on profitability; Board cites 2024 return to profitability as evidence the structure is appropriate .
Fixed Compensation
| Component | 2024 Program Terms | Notes |
|---|---|---|
| Independent Chairman Annual Retainer (Cash) | $220,000 | Prorated for Mr. Laderman starting May 1, 2024 . |
| Board Member Annual Retainer (Cash) | $85,000 (non-chair) | Not applicable while serving as Independent Chairman . |
| Committee Chair Retainers (Cash) | Audit $40,000; HR&CC $30,000; Investment $20,000; Governance $20,000 | Laderman chairs Governance . |
| Committee Member Retainers (Cash) | Audit $15,000; HR&CC $10,000; Investment $10,000; Governance $8,000 | Laderman is a member of Audit and Investment . |
| Charitable Matching | Up to $10,000 annually via The Kemper Foundation | Participant-dependent. |
| 2024 Director Compensation (Gerald Laderman) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $233,750 |
| Stock Awards (RSUs grant-date value) | $150,000 |
| All Other Compensation (dividend equivalents/matching gifts) | $21,566 |
| Total | $405,316 |
Performance Compensation
| Equity Type | Grant Value | Vesting | Other Terms |
|---|---|---|---|
| Annual Director RSUs | $150,000 grant-date value (May 1, 2024; $58.49/share) | 100% after 1 year from grant | Dividend equivalents paid upon vest; optional deferral up to 10 years . |
| Deferred Stock Units (legacy) | Not applicable to Laderman (none outstanding) | Fully vested DSUs convert after service ends | Dividend equivalents in cash . |
No performance-tied equity metrics are used for director RSUs; awards are time-based for alignment and retention .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Laderman in the proxy . |
| Committee interlocks | HR&CC disclosed no interlocks or related-person issues among members in 2024; applies to committee composition but not specific to Laderman (he is not on HR&CC) . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Accounting/Finance | Former Fortune 100 CFO; Audit Committee member; audit committee financial expert . |
| Risk Management & Capital Allocation | Airline finance/treasury leadership; Governance Chair overseeing related-party and governance risk frameworks . |
| Investment Management | Investment Committee member . |
| Corporate Governance | Independent Chairman; Governance Committee Chair . |
| IT/Cyber & Operations | Skills matrix includes IT/Cyber and operations experience . |
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares (Mar 13, 2025) | 14,135 |
| RSUs Vesting Within 60 Days / Options Exercisable | 2,565 |
| Total Beneficially Owned | 16,700 |
| Ownership as % of Outstanding | <1% (out of 64,023,079 shares) |
| Outstanding Director RSUs (Dec 31, 2024) | 9,693 |
| Hedging/Pledging | Prohibited for directors and equity award recipients . |
| Stock Ownership Guidelines | Independent directors: 5x non-chair cash retainer; directors with ≥5 years met guidelines as of Dec 31, 2024 . |
Governance Assessment
- Board effectiveness and independence: As Independent Chairman and Governance Chair, Laderman strengthens oversight, independent leadership, and board process; he is classified independent and an SEC-defined audit committee financial expert, bolstering investor confidence .
- Committee workload/engagement: Active roles across Governance (Chair), Audit, and Investment with robust committee meeting cadence in 2024; overall Board held 8 meetings; all directors met the 75% attendance threshold; independent directors hold executive sessions led by the Chair .
- Alignment and incentives: Director pay structure mixes cash retainers (including committee roles) with time-based RSUs and stock ownership guidelines; Laderman’s 2024 total of $405,316 reflects proration of the Chair retainer and standard RSU grant, aligning his interests with shareholders via equity .
- Potential conflicts: Prior consideration of United Airlines relationships was not applicable in 2025 due to his retirement; no related-person transactions disclosed; Governance Committee oversees any such transactions under a formal policy—risk appears low .
- Policy safeguards: Insider trading policy and hedging/pledging prohibitions, plus director indemnification and ownership guidelines, support governance quality and alignment .
RED FLAGS
- None disclosed specific to Laderman in 2024–2025: no related-party transactions, no independence concerns, and attendance met the threshold .