Jason Gorevic
KEMPERAbout Jason N. Gorevic
Independent director at Kemper Corporation since 2022; age 53. Former CEO and director of Teladoc Health (2009–2024). Serves on Kemper’s Governance Committee and Human Resources & Compensation Committee (HR&CC). Board determined he is independent under NYSE and SEC rules; prior year considerations related to Teladoc are no longer applicable as he is no longer employed there .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teladoc Health, Inc. | Chief Executive Officer and Director | 2009–2024 | Led a global, tech-focused, consumer-facing business in a regulated industry; brings IT/cyber, risk, and strategic execution expertise to Kemper |
| Elevance Health (Anthem/WellPoint) | Various management roles incl. President, Empire BlueCross BlueShield | Not disclosed | Deep payer/regulatory and consumer expertise |
| Oxford Health Plans, Mail.com, Gemfinity | Leadership roles | Not disclosed | Business development and technology experience |
External Roles
| Company/Institution | Role | Current/Former | Notes |
|---|---|---|---|
| Kemper Corporation | Director | Current | Governance, HR&CC member |
| Teladoc Health, Inc. | Director | Former | 2009–2024; no current employment, independence affirmed for 2025 slate |
Board Governance
- Committee assignments: Governance Committee member (6 meetings in 2024), HR&CC member (8 meetings in 2024) .
- Independence: Affirmatively determined independent; prior relationships considered with Teladoc in past years but not applicable in 2025 given no current employment; no material relationships with the Company .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Board leadership structure: Independent Chairman (Gerald Laderman) elected in May 2024; 9 of 10 nominees independent (90%); prior year average director support 98.5% “FOR” .
Fixed Compensation
2024 Non-Employee Director program and Gorevic’s actual 2024 compensation.
| Component | Program Detail ($) | Jason N. Gorevic 2024 ($) |
|---|---|---|
| Annual non-chair retainer | 85,000 | — |
| Committee chair – Audit | 40,000 | — |
| Committee chair – HR&CC | 30,000 | — |
| Committee chair – Governance | 20,000 | — |
| Committee chair – Investment/Risk | 20,000 | — |
| Committee non-chair – Audit | 15,000 | — |
| Committee non-chair – HR&CC | 10,000 | — |
| Committee non-chair – Governance | 8,000 | — |
| Committee non-chair – Investment/Risk | 10,000 | — |
| Independent Chairman retainer | 220,000 | — |
| Charitable matching program (max) | Up to 10,000 | — |
| Fees earned or paid in cash | — | 104,000 |
| Stock awards | — | 150,000 |
| All other compensation (dividend equivalents + matching) | — | 19,496 |
| Total | — | 273,496 |
Notes:
- “All other compensation” includes dividend equivalents on DSUs/RSUs and charitable matching gifts (up to $10,000) where applicable .
Performance Compensation
Director equity grants are time-based RSUs; no performance metrics apply to director equity awards.
| Equity Grant | Grant Date | Grant-Date Fair Value ($) | Closing Price ($/share) | Vesting |
|---|---|---|---|---|
| Annual Director RSU | May 1, 2024 | 150,000 | 58.49 | 1 year from grant; dividend equivalents paid only upon vest |
- Directors may elect to defer RSU conversion for up to 10 years and defer up to 100% of cash fees under the Nonqualified Deferred Compensation Plan .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company directorships | None disclosed beyond Kemper . |
| Committee interlocks | HR&CC members (including Gorevic) had no relationships requiring related-person disclosure; no compensation committee interlocks with other companies . |
| Related party policy oversight | Governance Committee reviews/approves related-person transactions; none disclosed relating to Gorevic . |
| Prior affiliations | Teladoc relationship previously considered in independence review; not applicable for 2025 as he is no longer employed there . |
Expertise & Qualifications
- Executive leadership; Accounting/Finance; Risk management; Regulatory/Policy; Corporate governance; Consumer-focused business; Business development; IT/Cyber .
- Board cites value of leading a technology-focused, consumer-facing business in a regulated industry .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares at March 13, 2025 | 15,072 |
| RSUs vesting within 60 days | 2,565 |
| Total beneficially owned | 17,637 |
| Percent of class | <1% (asterisk in filing) |
| Outstanding Director RSUs (12/31/2024) | 8,023 |
| Options (12/31/2024) | None (—) |
| Hedging/Pledging | Prohibited for directors and equity award recipients |
| Director ownership guidelines | Minimum equal to 5× base non-chair retainer; attainment within 5 years; all directors ≥5 years met; directors <5 years (including Gorevic) met or are on track |
Governance Assessment
- Strengths: Independent status; sits on Governance and HR&CC (key levers of board effectiveness and pay oversight); regular executive sessions; robust director ownership policy; hedging/pledging prohibited; HR&CC uses an independent compensation consultant (FW Cook) .
- Attendance/Engagement: Board held 8 meetings; all directors met ≥75% attendance; independent directors hold executive sessions; shareholder engagement with ~100 investors in 2024 informs board decisions .
- Compensation alignment: Director pay predominantly cash + time-based RSUs; no performance-linked director equity (appropriate for independence); RSU vesting aligns with shareholder value; ability to defer supports long-term alignment .
- Potential conflicts/red flags: No related-party transactions disclosed; HR&CC interlocks absent; prior Teladoc ties not relevant in 2025 independence review; no pledging allowed by policy .
- Shareholder signals: Say-on-pay approval improved to ~92% in 2024; prior-year average director support ~98.5% “FOR,” indicating strong investor confidence in governance and pay practices .