Suzet McKinney
KEMPERAbout Suzet M. McKinney
Dr. Suzet M. McKinney, DrPH, is an independent director of Kemper Corporation with public health executive credentials and crisis management expertise; age 52, director since 2024, serving on the Human Resources & Compensation Committee (HR&CC) and Risk Committee. She holds a doctorate from the University of Illinois at Chicago School of Public Health, was nominated in 2025 to the University of Illinois Board of Trustees, and brings leadership experience from Sterling Bay and the Illinois Medical District. Independence was affirmed by the Board under NYSE and SEC standards; each director attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Bay Company, LLC | Principal & Director of Life Sciences | 2021–2025 | Led life sciences strategy; executive leadership and business development focus |
| Illinois Medical District | Executive Director | 2015–2021 | Regional health system coordination; emergency preparedness leadership |
| Chicago Department of Public Health | Senior roles (incl. Deputy Commissioner) | 2002–2015 | Regulatory/policy and crisis response experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wintrust Financial Corporation (NASDAQ: WTFC) | Director | 2021–Present | Public company board; committee roles not disclosed in Kemper proxy |
| University of Illinois | Board of Trustees nominee | 2025 | Nomination noted; governance/public service engagement |
Board Governance
- Committee assignments: HR&CC member and Risk Committee member; neither chair. 2024 committee meeting counts: HR&CC (8), Risk (4); Board held 8 meetings in 2024.
- Independence: Board determined Dr. McKinney is independent with no material relationships; 9 of 10 nominees are independent.
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; independent directors meet in executive session led by the independent Chairman.
- Financial expertise: Board determined Dr. McKinney qualifies as an “audit committee financial expert” under SEC rules.
- Board leadership and structure: Independent Chairman (Gerald Laderman) with all committees chaired by independent directors; average prior-year director support 98.5%.
Fixed Compensation
| Component | 2024 Program Terms | Value/Fees | Notes |
|---|---|---|---|
| Annual cash retainer (non-chair) | Cash | $85,000 | Independent Chairman retainer is $220,000 |
| Committee chair fees | Cash | Audit $40,000; HR&CC $30,000; Investment $20,000; Risk $20,000; Governance $20,000 | |
| Committee member fees | Cash | Audit $15,000; HR&CC $10,000; Investment $10,000; Risk $10,000; Governance $8,000 | |
| Annual equity grant | RSUs (time-based) | $150,000 grant date value | One-year vest from grant; dividend equivalents paid only if vested; deferral available up to 10 years |
| Charitable matching | Cash (Foundation) | Up to $10,000 per year |
| Director | Fees Earned (Cash) | Stock Awards (Grant-date FV) | All Other (dividend equivalents/matching) | Total |
|---|---|---|---|---|
| Suzet M. McKinney (2024) | $94,327 | $182,500 (annual RSU + initial RSU at appointment) | — | $276,827 |
- RSU grant pricing: Annual director RSUs granted May 1, 2024 valued at $58.49 per share; McKinney’s initial RSU on Feb 7, 2024 valued at $57.67 per share.
Performance Compensation
| Instrument | Performance Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Director RSUs | None (time-based) | One-year vest from grant date; dividend equivalents paid upon vesting; optional deferral up to 10 years | Director equity is not performance-conditioned; designed for alignment and retention |
Other Directorships & Interlocks
- Current public boards: Wintrust Financial Corporation (WTFC).
- Compensation committee interlocks: HR&CC disclosed no interlocks or related-person transactions in 2024 among members (including McKinney).
- Related person transactions: Governance Committee oversees policy; no director participates in approval of transactions involving themselves.
Expertise & Qualifications
- Skills matrix: Executive Experience; Risk Management; Regulatory/Policy; Human Capital; Corporate Responsibility; Business Development; IT/Cyber.
- Education: Doctor of Public Health (DrPH), University of Illinois at Chicago School of Public Health.
- Crisis management and emergency preparedness expertise; engagement in Chicago business/philanthropy.
- Audit committee financial expert designation under SEC rules.
Equity Ownership
| Item | Amount |
|---|---|
| Common shares owned (3/13/2025) | 564 |
| RSUs vesting within 60 days (as of 3/13/2025) | 2,565 |
| Total beneficially owned | 3,129; <1% of shares outstanding |
| Outstanding Director RSUs (12/31/2024) | 2,565 |
| Pledged or hedged shares | Prohibited by policy (no hedging or pledging) |
| Director ownership guideline | 5× non-chair cash retainer; to be met within 5 years; directors <5 years either met or on track as of 12/31/2024 |
Governance Assessment
- Independence and conflicts: Independence affirmed; HR&CC disclosed no interlocks or related-person transactions; related-person transaction policy requires Governance Committee approval and recusal for self-involved transactions—no red flags noted.
- Attendance/engagement: Meets the 75% threshold for Board/committee meetings; independent executive sessions under the Chairman support board effectiveness.
- Pay structure and alignment: Director compensation mix (cash + time-based RSUs) is standard; RSU deferral optional, dividend equivalents only upon vesting; robust stock ownership guidelines (5× retainer) and prohibition on hedging/pledging enhance alignment.
- Shareholder signals: 2024 Say-on-Pay support improved to ~92% (for NEOs), reflecting constructive investor engagement on compensation; committees chaired by independents and independent Board Chair strengthen oversight.
- Risk oversight: As Risk Committee member, McKinney is positioned on enterprise risk topics (ERM, cyber, emerging risks); designation as audit committee financial expert adds financial oversight depth.
Overall: McKinney’s independence, attendance, and risk/compensation committee roles, combined with audit-financial expertise, support board effectiveness; no disclosed related-party or pledging concerns. Compensation structure for directors is conventional and aligned via equity and ownership guidelines.