Stuart Parker
KEMPERAbout Stuart B. Parker
Independent director at Kemper Corporation since 2020; age 63. Former USAA President & CEO with deep insurance, finance, and operations background; served as Kemper’s Lead Director in 2022–2023. Determined independent under NYSE/SEC standards; designated an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA | President & CEO; Board Member | 2015–2020 | Led insurance, banking, and financial services operations for military community |
| USAA Federal Savings Bank | Chair, Board of Directors | (during USAA tenure) | Oversight of bank governance and risk |
| USAA | Chief Operating Officer | 2014–2015 | Enterprise operations leadership |
| USAA | Chief Financial Officer | 2012–2014 | Financial reporting, capital allocation |
| USAA | President, Property & Casualty Insurance Group | 2007–2012 | P&C performance and strategy |
| USAA | President, Financial Planning Services | 2004–2007 | Wealth and advisory services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HealthEquity, Inc. (NYSE: HQY) | Director | 2020–present | Public company board experience (health/financial services) |
| Chief Executives for Corporate Purpose | Board participant (while at USAA) | (during USAA tenure) | Corporate responsibility and ESG focus |
Board Governance
- Committee assignments: Audit Committee and Investment Committee; not a chair .
- Audit Committee financial expert designation; Board determined he is independent .
- Meeting cadence: Board met 8 times in 2024; Audit met 8; Investment met 4. Each director attended at least 75% of Board and committee meetings; independent directors meet regularly in executive session led by the independent Chairman .
- Leadership: Served as Kemper’s Lead Director in 2022–2023, a key liaison role between independent directors and management .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash fees (Parker) | $142,500 | Reflects Board retainer plus committee fees under 2024 structure |
| Annual RSU award (Parker) | $150,000 grant date fair value | Granted May 1, 2024; fair value based on $58.49 closing price; 1:1 share conversion, vest in one year |
| All other compensation (Parker) | $30,013 | Dividend equivalents on RSUs/DSUs and charitable matching program |
| 2024 director retainer (non-chair) | $85,000 | Cash retainer for non-employee directors |
| Committee chair fees | $20k–$40k | Audit ($40k), HR&CC ($30k), Governance ($20k), Investment/Risk ($20k) |
| Committee member fees (non-chair) | $8k–$15k | Audit ($15k); HR&CC ($10k); Governance ($8k); Investment/Risk ($10k) |
| RSU program terms | $150,000 grant; dividend equivalents; deferral up to 10 years | Vest 1 year from grant; dividend equivalents paid only upon vesting |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting & Metrics | Notes |
|---|---|---|---|---|
| Director RSU (2024) | May 1, 2024 | $150,000 at $58.49/share ≈ 2,565 units | Time-based vesting after 1 year; no performance metrics | Dividend equivalents payable only if vested; elective deferral up to 10 years |
| Outstanding Director RSUs (12/31/24) | — | 8,023 units (Parker) | Various prior grants | Aggregate RSUs outstanding at year-end |
RSUs for directors are retention- and alignment-focused, without performance conditions. Director equity falls under Kemper’s omnibus plan (no repricing; minimum vesting; clawback) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Risk Notes |
|---|---|---|
| HealthEquity, Inc. (HQY) | Current director | No related-person transactions disclosed with Kemper; compensation committee interlocks not present among HR&CC members (and Parker is not on HR&CC) |
Expertise & Qualifications
- Skills: Insurance industry; executive leadership; accounting/finance; investment management; regulatory/policy; business development; corporate responsibility; IT/cyber .
- Audit financial expert designation supports Audit Committee effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares owned | 18,152 |
| RSUs vesting within 60 days | 2,565 |
| Total beneficially owned | 20,717; <1% of class |
| Outstanding Director RSUs (12/31/24) | 8,023 |
| Ownership guideline | 5× base non-chair retainer ($85k) = $425k; includes outright shares, unvested RSUs, DSUs |
| Compliance status | Directors with ≥5 years service met guidelines as of 12/31/24 (Parker joined 2020) |
Hedging/pledging of Kemper stock is prohibited for directors; no pledging disclosed for Parker .
Governance Assessment
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Strengths
- Independence and audit financial expert credentials bolster committee oversight; prior Lead Director experience enhances board effectiveness .
- Solid attendance norms and regular executive sessions under independent Chair support objective oversight .
- Ownership alignment: meaningful equity holdings and compliance with stringent 5× retainer guideline; RSU structure with one-year vesting and dividend equivalents only upon vesting promotes long-term alignment .
- No related-party transactions or compensation committee interlocks; robust related-person policy and clawback provisions reduce governance risk .
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Watch items
- Director cash/equity mix is standard; continued monitoring of committee rotation and fee changes advisable given Parker’s fees exceeded base + two committee member rates in 2024 (likely due to rotation/timing) .
- Maintain oversight of any future external roles for potential conflicts; current disclosures show none material .
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Overall implication
- Parker’s profile (insurance CEO, financial expert) and roles on Audit/Investment align well with Kemper’s risk, financial, and capital oversight needs. Compensation and ownership structures support shareholder alignment with minimal conflict indicators based on current disclosures .