Susan Whiting
KEMPERAbout Susan D. Whiting
Susan D. Whiting is 68 and has served as an independent director of Kemper Corporation since 2017, currently chairing the Human Resources & Compensation Committee (HR&CC) and serving on the Governance and Risk Committees . She spent 35 years at Nielsen, holding senior operating roles including Vice Chair; CEO, COO, President of Nielsen Media; and Chair of Nielsen Media’s Board, bringing deep expertise in consumer behavior, data analytics, and public affairs to Kemper’s board oversight . The Board has determined she is independent under NYSE and SEC standards and that she qualifies as an “audit committee financial expert” under SEC rules, enhancing board financial oversight despite not serving on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nielsen Holdings plc | Vice Chair; EVP | Not disclosed | Senior executive leadership across data analytics and consumer insights |
| Nielsen Media Research / Nielsen Media | CEO; COO; President; Chair of Board | Not disclosed | Led media measurement operations and governance at subsidiary level |
| Alliant Energy Corporation (NYSE: LNT) | Director | 2013–2023 | Public company board experience aligning utility governance with shareholder interests |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Women’s History Museum | Chair | Current | Non-profit leadership |
| Chicago Academy of Sciences’ Peggy Notebaert Nature Museum | Trustee | Current | Non-profit governance |
| Denison University | Trustee | Current | Academic governance |
| Trust for Public Land | Trustee | Current | Non-profit governance |
Board Governance
- Committee assignments: Chair, HR&CC; Member, Governance; Member, Risk .
- Independence: Board affirmatively determined Whiting is independent under NYSE and SEC rules .
- Financial expertise: Board determined Whiting qualifies as an SEC “audit committee financial expert” .
- Attendance: In 2024, the Board met 8 times; each director (including Whiting) attended at least 75% of Board and committee meetings; independent directors meet regularly in executive session under the independent Chair .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Human Resources & Compensation (HR&CC) | Chair | 8 |
| Governance | Member | 6 |
| Risk | Member | 4 |
- HR&CC governance: Oversees executive and director compensation, program risk, CEO goals and evaluation, succession, culture; authority to retain advisors; engages FW Cook as independent consultant (no conflicts) .
Fixed Compensation
- 2024 non-employee director cash program:
- Annual Board retainer (non-chair): $85,000 .
- Committee chair retainers: Audit $40,000; HR&CC $30,000; Investment/Risk $20,000; Governance $20,000 .
- Committee member retainers (non-chair): Audit $15,000; HR&CC $10,000; Investment/Risk $10,000; Governance $8,000 .
- Independent Chairman retainer: $220,000 .
- Reimbursement of travel expenses; charitable matching up to $10,000 per year via The Kemper Foundation .
| Director (2024) | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| Susan D. Whiting | 133,000 | 16,373 (dividend equivalents and charitable match) | HR&CC Chair; Governance/Risk member |
Performance Compensation
- Annual Director RSU award: $150,000 grant-date value; granted May 1, 2024; grant-date price $58.49 per share; one-year vesting; dividend equivalents paid in cash upon vesting; settlement at vest or per deferral election (up to 10 years) .
- Outstanding director equity (12/31/2024): RSUs 2,565; DSUs 1,420 (fully vested under pre-2019 program) .
- Plan features: Minimum vesting generally ≥1 year; non-employee director annual cap (cash+equity) $750,000; clawback applies per company policy and Dodd-Frank rules .
| Equity Award Detail (Directors) | Whiting (2024) |
|---|---|
| RSU grant-date value | $150,000 |
| RSU grant-date price | $58.49 per share |
| RSUs granted/outstanding | 2,565 units |
| Vesting | One year from grant date |
| Dividend equivalents | Cash, payable upon vesting |
| Deferral options | Up to 10 years for RSU conversion |
| DSUs outstanding | 1,420 (fully vested) |
| Clawback applicability | Yes (company policy) |
| Annual compensation cap | $750,000 (cash+equity for directors) |
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Conflicts |
|---|---|---|---|
| Alliant Energy Corporation (NYSE: LNT) | Director | 2013–2023 | No related-person transactions disclosed at Kemper for HR&CC members in 2024 |
- HR&CC interlocks: No executive officer served as a director/committee member of an entity with an executive who served on Kemper’s Board/HR&CC; no related-person transactions requiring disclosure for HR&CC members in 2024 .
Expertise & Qualifications
- Skills: Executive leadership, risk management, regulatory/policy, human capital, corporate responsibility, consumer-focused business, IT/cyber .
- Audit committee financial expert qualification (SEC) .
Equity Ownership
| Beneficial Owner | Common Shares (incl. DSUs) | Options/RSUs Vesting ≤60 days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Susan D. Whiting | 10,531 (incl. 1,420 DSUs) | 2,565 | 13,096 | <1% |
- Ownership policy: Non-employee directors must hold ≥5x base (non-chair) cash retainer; directors with ≥5 years’ service met guidelines as of 12/31/2024 (Whiting qualifies) .
- Hedging/pledging: Prohibited for directors and employees (e.g., collars, swaps, margin pledges) .
Governance Assessment
- Board effectiveness: As HR&CC Chair, Whiting oversaw compensation program changes and advisor engagement; shareholder support on Say-on-Pay improved to ~92% in 2024 vs. 70% (2023) and 54% (2022), reflecting responsiveness and enhanced alignment .
- Independence/conflict posture: Board determined Whiting independent with no material relationships; HR&CC members had no related-person transactions; consultant FW Cook deemed independent; hedging/pledging prohibited; director compensation capped under plan, with clawback applied—favorable governance signals .
- Attendance/engagement: Met minimum attendance expectations; regular executive sessions under independent chair support robust oversight .
- RED FLAGS: None disclosed related to pledging, hedging, related-party transactions, or interlocks; charitable matching is modest and governed; no attendance shortfalls reported .
Implications: Whiting’s HR&CC leadership coincides with improved say-on-pay outcomes and a disciplined compensation governance framework (advisor independence, clawbacks, ownership requirements), supporting investor confidence in board oversight of pay and human capital strategy .