Lacy Johnson
KEMPERAbout Lacy M. Johnson
Independent director of Kemper Corporation since 2016; age 72. Partner-in-charge, Public Affairs Strategies Group at Taft Stettinius & Hollister LLP (since 2021). Recognized for governmental and regulatory affairs expertise; prior public service includes U.S. Naval Intelligence Reserves (Lieutenant Commander) and Indiana State Police (Lieutenant Colonel, Deputy Superintendent for Support Services). Independence affirmed by the Board under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taft Stettinius & Hollister LLP | Partner-in-charge, Public Affairs Strategies Group | 2021–Present | Government relations leadership; regulatory and policy expertise leveraged on KMPR board |
| Ice Miller LLP | Partner | Not disclosed | Legal practice; government affairs focus |
| Sagamore-Bainbridge, Inc. | Attorney, Governmental Relations Services | Not disclosed | State-level legislative liaison experience |
| Indiana State Lottery | Director of Security (legislative liaison) | Not disclosed | Liaison with Indiana General Assembly |
| U.S. Naval Intelligence Reserves | Lieutenant Commander | Not disclosed | National security experience |
| Indiana State Police | Lieutenant Colonel; Deputy Superintendent for Support Services | Not disclosed | Law enforcement leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Griffon Corporation (NYSE: GFF) | Director | 2019–Present | Public company directorship |
| Democratic National Committee | Democratic National Committeeman | Not disclosed | Political/government relations profile |
| Indiana University Foundation | Governance role (unspecified) | Not disclosed | Civic/educational governance |
| Purdue University, Krannert School of Management | Governance role (unspecified) | Not disclosed | Academic governance |
| Advisor to Congressional Black Caucus members | Trusted advisor | Not disclosed | Policy networks |
Board Governance
- Current committees: Governance Committee; Human Resources & Compensation Committee (HR&CC). No current chair roles .
- Committee meeting cadence:
- 2024: Governance (6); HR&CC (8) .
- 2023: Governance (4); HR&CC (5 meetings + 2 written consents) .
- Independence: Board affirmatively determined Johnson is independent (2024 and 2025 determinations) .
- Attendance and engagement: In 2024 there were 8 Board meetings; each director attended at least 75% of Board and committee meetings; directors also attended the 2024 Annual Meeting. In 2023, each incumbent director attended at least 75% and attended the Annual Meeting .
- Shareholder sentiment: Average prior-year “FOR” support for directors was 98.5% (2025 proxy snapshot) .
| Committee Assignments | 2023 | 2024 |
|---|---|---|
| Governance Committee (member) | Yes | Yes |
| HR&CC (member) | Yes | Yes |
| Chair roles | None | None |
Fixed Compensation
- Non-employee director compensation structure:
- 2024: Cash retainer $85,000; annual RSU $150,000; Committee chair/non-chair retainers: Audit ($40k/$15k), HR&CC ($30k/$10k), Investment & Risk ($20k/$10k), Governance ($20k/$8k); Independent Chairman $220,000; Matching gifts up to $10,000 .
- 2023: Cash retainer $80,000; annual RSU $130,000; Lead Director $60,000; Committee chair/non-chair retainers: Audit ($33k/$15k), HR&CC/Investment/Risk ($15k/$10k), Governance ($15k/$8k); Matching gifts up to $10,000 .
| Johnson – Director Compensation ($) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | 98,000 | 103,000 |
| Stock awards (Director RSUs grant-date fair value) | 130,000 | 150,000 |
| All other compensation (dividend equivalents/matching gifts) | 21,329 | 22,479 |
| Total | 249,329 | 275,479 |
Additional program terms:
- Director RSUs vest one year from grant; dividend equivalents paid only upon vesting; RSU conversion can be deferred up to 10 years. Directors may defer up to 100% of cash fees under the Nonqualified Deferred Compensation Plan .
Performance Compensation
Non-employee directors do not receive performance-based cash or equity; annual equity is time-based RSUs that vest after one year. No director-specific performance metrics or options are disclosed for directors in 2023–2024 .
| Equity Element | Value | Vesting | Notes |
|---|---|---|---|
| Annual Director RSU (2024) | $150,000 | 1-year cliff | Dividend equivalents only if/when vested; optional deferral up to 10 years |
| Annual Director RSU (2023) | $130,000 | 1-year cliff | Dividend equivalents only if/when vested; optional deferral up to 10 years |
Other Directorships & Interlocks
- Current public company: Griffon Corporation (NYSE: GFF), Director since 2019 .
- HR&CC interlocks: None. KMPR discloses that no HR&CC member was a current/former KMPR officer and no compensation committee interlocks existed; no related person transactions involving HR&CC members in 2024 and 2023 .
Expertise & Qualifications
- Regulatory/policy, human capital, corporate governance, corporate responsibility, IT/cyber; insurance industry familiarity. Background in legal practice and public service supports board oversight of governance, culture, and stakeholder engagement .
Equity Ownership
| As of | Outstanding Options | Outstanding Deferred Stock Units (DSUs) | Outstanding Director RSUs |
|---|---|---|---|
| 12/31/2024 | 0 | 4,300 | 5,498 |
| 12/31/2023 | 0 | 4,300 | 5,458 |
Alignment policies:
- Stock ownership guideline for directors: 5× base non-chair retainer; as of 12/31/2024, each director with ≥5 years of service (Johnson joined 2016) met guidelines .
- Hedging and pledging of KMPR stock prohibited for directors and equity recipients .
- No related-person transactions disclosed for Johnson; Board reaffirmed independence (no material relationships) .
Governance Assessment
-
Strengths
- Independent director, serving on two core committees (Governance; HR&CC), aligning with oversight of board composition, culture, pay, and human capital .
- Attendance at or above the 75% threshold and participation in the annual meeting; board-wide director support strong (98.5% average FOR) .
- Compensation alignment: mix of cash plus time-based RSUs; robust ownership guideline (met) and prohibition on hedging/pledging enhance alignment .
- No HR&CC interlocks; no related party transactions involving Johnson disclosed, supporting independence in pay decisions .
-
Watch items / potential perception risks
- High-profile political/government relations roles (Democratic National Committeeman; advisor to Congressional Black Caucus) could present perceived bias risks; however, the Board’s formal independence determination found no material relationships with KMPR .
- Director compensation increased YoY with higher RSU grant (industry-standard), but structure remains within disclosed program levels and consistent across directors .
Overall, Johnson’s legal/regulatory background and committee assignments support board effectiveness in governance and compensation oversight, with policies and disclosures indicating solid alignment and low conflict risk at KMPR during 2023–2024 .