John Boschelli
KEMPERAbout John Boschelli
Executive Vice President and Chief Investment Officer at Kemper (KMPR). Age 56. Joined Kemper in December 1997; CIO since May 2009; previously Treasurer (Feb 2002–May 2009) and Assistant Treasurer (Dec 1999–Feb 2002) . 2024 pay-for-performance metrics funded at maximum: Adjusted Operating Income $381.5m (200% payout) and Distributable Cash Flow $608.9m (200% payout), contributing to a 176% STI payout for Boschelli . PSU design ties long-term incentives to Relative TSR (two-thirds) and three-year Adjusted ROE (one-third), reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kemper | EVP & Chief Investment Officer | May 2009–present | Led investment portfolio alignment to long‑term liabilities and derivatives program for interest rate exposure; maintained high‑quality, diversified portfolio supporting business objectives . |
| Kemper | Treasurer | Feb 2002–May 2009 | Oversight of treasury functions; progressed to CIO role . |
| Kemper | Assistant Treasurer | Dec 1999–Feb 2002 | Treasury leadership . |
| Kemper | Various positions | Dec 1997–Apr 1999 | Early finance roles . |
External Roles
No external public company directorships disclosed in the executive officer biographies; proxy highlights Kemper roles only .
Fixed Compensation
Multi-year compensation summary (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 500,000 |
| Bonus ($) | 400,000 | — | — |
| Stock Awards ($) | 641,178 | 979,372 | 2,167,152 |
| Option Awards ($) | 751,705 | 291,570 | 292,824 |
| Non-Equity Incentive (STI) ($) | — | 550,000 | 1,100,000 |
| Change in Pension Value ($) | — | 110,755 | 31,885 |
| All Other Compensation ($) | 39,223 | 35,427 | 42,046 |
| Total ($) | 2,332,106 | 2,467,124 | 4,133,907 |
Additional fixed parameters:
- 2024 STI target as % of base salary: 125%; STI target $625,000; STI payout $1,100,000 (176%) .
- 2023 STI target $625,000; payout $550,000 (88%) .
- Typical perquisites include financial planning, executive physical, umbrella policy, identity theft protection, and airline lounge access; 2023 perquisites table shows $18,927 for Boschelli plus $16,500 company contributions to defined contribution plans .
Performance Compensation
2024 Short‑Term Incentive (STI) mechanics
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 45% | $170m | $210m | $275m | $381.5m | 200% |
| Distributable Cash Flow | 25% | $200m | $260m | $320m | $608.9m | 200% |
| Role‑Specific Qualitative Factors | 30% | Under‑achieved | 100% of Target | Above Target | Assessed above target | — |
STI weighting for Boschelli: Adjusted Operating Income 45%, Distributable Cash Flow 25%, Qualitative 30% .
2024 Long‑Term Incentives (granted Feb 6, 2024)
| Award Type | Grant Date | Shares/Units | Strike ($) | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | 2/6/2024 | 15,607 | 57.67 | 292,824 | — | 1/3 each on 2/6/2025, 2/6/2026, 2/6/2027 |
| PSU Tranche A (TSR) | 2/6/2024 | Target 3,902; Max 7,804 | — | 535,745 | Relative TSR (2/3 of PSUs) | Vests upon certification after 3‑year period |
| PSU Tranche B (ROE) | 2/6/2024 | Target 1,951; Max 7,802 | — | 206,324 | 3‑year Adjusted ROE (1/3 of PSUs) | Vests upon certification after 3‑year period |
| Time‑based RSU | 2/6/2024 | 3,902 | — | 225,028 | — | Multi‑year time‑based vesting |
| Performance‑based RSU (Retention) | 2/6/2024 | 20,809 | — | 1,200,055 | Adjusted BVPS growth and Auto policies in force | 1/3 on each of 2/6/2025, 2/6/2026, 2/6/2027 subject to performance and service |
Program design notes:
- 2024 equity for NEOs averaged 60% PSUs, 20% RSUs, 20% options; PSUs based two‑thirds on Relative TSR and one‑third on 3‑year Adjusted ROE .
- Minimum one‑year vesting for equity awards with limited exceptions; clawback applies; no repricing; double‑trigger CIC provisions in Omnibus Plan .
Equity Ownership & Alignment
Beneficial Ownership (as of March 13, 2025)
| Holder | Common Shares | Options/RSUs Vesting Within 60 Days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| John M. Boschelli | 26,643 | — | 26,643 | <1% |
Ownership policy and alignment:
- Stock ownership guidelines: CEO 5× salary; other NEOs 2× salary; include time‑based RSUs, exclude options/PSUs; 50% net‑share retention until met; one‑year holding period after vest/exercise; as of Dec 31, 2024, each NEO either met minimums or was subject to retention ratio .
- Hedging/pledging prohibited for directors and employees receiving equity awards .
- Clawback policy adopted/updated per Dodd‑Frank; incorporated into award agreements .
Outstanding Equity Awards (12/31/2024)
Option grants outstanding:
- 21,246 (exercisable), strike $76.25, exp. 2/5/2029 .
- 10,467 (exercisable), strike $77.39, exp. 2/4/2030 .
- 12,906 (exercisable), strike $69.74, exp. 2/2/2031 .
- 34,156 (exercisable) and 17,078 (unexercisable), strike $52.70, exp. 2/1/2032 .
- 5,108 (exercisable) and 10,217 (unexercisable), strike $58.73, exp. 1/31/2033 .
- 15,607 (unexercisable), strike $57.67, exp. 2/6/2034 .
Unvested RSUs/PSUs and market values:
- RSUs/PSUs positions and values include units of 4,270 ($283,699); 2,135 ($141,849); 6,590 ($437,840); 3,754 ($249,416); 6,399 ($425,150); 7,802 ($518,365); 2,555 ($169,754); 3,902 ($259,249); 20,809 ($1,382,550) .
Historical note:
- As of 12/31/2023, outstanding options had exercise prices above the closing stock price and carried no value in CIC retirement scenario; see 2023 potential payments footnote .
Employment Terms
Severance and Change‑in‑Control (CIC)
- Company policy: double‑trigger CIC for benefits; no employment contracts; at‑will employment for NEOs .
- Clawback applies to incentives; no excise tax gross‑ups; no repricing of options; minimum vesting rules .
Potential payments for Boschelli (as of Dec 31, 2024):
| Scenario | Lump‑Sum Severance ($) | Accelerated Stock Options ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Welfare/Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination due to Change in Control | 2,875,000 | 450,298 | 1,811,553 | 2,651,554 | 91,301 | 7,879,706 |
| Death or Disability | — | 450,298 | 1,811,553 | 1,575,058 | 250,000 | 4,086,909 |
| Retirement | — | 450,298 | 429,003 | 1,166,368 | — | 2,045,669 |
CIC severance calculation uses target bonus based on current salary and target bonus percent; amounts shown assume no excise tax cutback under 280G/4999 .
2023 reference (Dec 31, 2023):
- CIC total $4,572,771; components: Lump‑Sum Severance $2,650,000; RSUs $186,503; PSUs $1,653,904; Welfare/Outplacement $82,364 .
Retirement Plans and SERP
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Pension Plan – Present Value ($) | 690,123 | — (plan terminated; lump sum paid) | — (plan terminated) |
| Pension Plan – Payments During Year ($) | — | 539,968 | — |
| Pension SERP – Present Value ($) | 765,016 | 578,133 | 610,018 |
| Credited Service (years) | 18.5 | 18.5 | 18.5 |
Pension Plan frozen June 30, 2016 and terminated effective Nov 30, 2022; SERP frozen; present values measured using Aon AA curve and specified mortality tables per proxy .
Investment Implications
- Alignment: Large mix of PSUs tied to Relative TSR and Adjusted ROE reinforces long‑term value creation; one‑year post‑vesting holding requirement and prohibition on hedging/pledging reduce short‑term selling pressure and misalignment risk .
- Retention: Special 2024 performance‑based RSUs with BVPS and Auto policy‑count gates add strong retentive equity conditioned on execution of turnaround priorities; vesting through 2027 supports leadership stability in CIO role .
- Performance linkage: 2024 STI metrics (Adjusted Operating Income and Distributable Cash Flow) paid at maximum, yielding 176% payout for Boschelli; indicates tight linkage of cash incentives to profitability and cash generation during return to profitability year .
- Change‑in‑control economics: Double‑trigger policy and substantial equity acceleration create potential overhang but are standard; no excise tax gross‑ups and no options repricing mitigate red flags .
- Ownership: Beneficial ownership is <1% of shares outstanding; compliance with 2× salary ownership guideline is monitored with 50% retention until met, supporting ongoing alignment .
Net: Boschelli’s incentives are materially at risk and tilted to multi‑year TSR/ROE outcomes, while 2024 retention PSUs/RSUs and one‑year holding rules decrease near‑term sell pressure—supporting confidence in sustaining investment discipline through Kemper’s turnaround and beyond .