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Teresa Canida

Director at KEMPERKEMPER
Board

About Teresa A. Canida

Teresa A. Canida is an independent director of Kemper Corporation, serving since 2018. She chairs the Board’s Investment Committee and sits on the Audit Committee, bringing 30+ years of investment management, portfolio construction, and risk oversight experience. She is Principal and Portfolio Manager at Ceeto Capital Group (since 2016) and previously co‑founded and led Taplin, Canida & Habacht LLC; she also served as a director at Infinity Property & Casualty prior to its 2018 acquisition by Kemper. Ms. Canida is 71 and is recognized for expertise in investment management, risk, insurance, corporate governance, and consumer-focused businesses .

Past Roles

OrganizationRoleTenureCommittees/Impact
Taplin, Canida & Habacht LLCChairperson; President; President/Managing Principal/Chief Compliance OfficerNot disclosedCo‑founder and senior leadership of multi‑billion AUM advisory firm
Infinity Property & Casualty CorporationDirectorPrior to Kemper’s 2018 acquisition of InfinitySpecialty auto insurance expertise relevant to Kemper

External Roles

OrganizationRoleTenureNotes
Ceeto Capital Group, LLCPrincipal and Portfolio Manager2016–PresentInvestment management leadership
Florida State Board of AdministrationInvestment Advisory Council MemberNot disclosedPublic pension investment oversight advisory role

Board Governance

  • Independence: The Board affirmatively determined Ms. Canida is independent under NYSE and SEC rules, with no material relationships disclosed .
  • Committee assignments: Chair, Investment Committee; Member, Audit Committee .
  • Attendance and engagement: In 2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings on which they served. Audit (8 meetings), Investment (4) .
  • Board leadership and support: Independent Chairman model in place since May 2024; all committees chaired by independent directors; prior year average “FOR” support for director elections was 98.5% .
  • Related party oversight: The Governance Committee reviews and must approve related person transactions over $120,000; no such transactions for Ms. Canida are disclosed, and she remains independent .
  • Insider trading & hedging: Directors are prohibited from hedging or pledging Kemper stock .

Fixed Compensation

ComponentAmountBasis/Notes
Annual non‑chair cash retainer$85,000Standard non‑chair director retainer (2024 program)
Committee chair retainer (Investment)$20,000Investment Committee chair
Audit Committee member retainer$15,000Non‑chair member
Fees earned or paid in cash (actual 2024)$120,000Sum aligns with role-based retainers above
All other compensation (actual 2024)$13,637Dividend equivalents and/or charitable matching
Total director compensation (actual 2024)$283,637Cash + stock + other (see stock below)

Program features (directors):

  • 2024 director equity grant (RSUs): $150,000 grant-date value; granted May 1, 2024 at $58.49 per share; typical vesting in one year; dividend equivalents paid if/when vested; directors may defer RSUs and up to 100% of cash fees (10-year deferral elections permitted) .
  • No meeting fees disclosed; travel/education expenses reimbursed .

Performance Compensation

Equity Element2024 Grant ValueVesting/TermsNotes
Annual Director RSUs$150,000Vest one year from grant; dividend equivalents payable upon vesting; deferral permittedStandard non‑employee director grant (May 1, 2024; $58.49/share)
  • Directors do not receive performance‑conditioned equity (no PSU/option plan for directors is disclosed in 2024 program); aligners are time‑vested RSUs and ownership guidelines .

Other Directorships & Interlocks

Company/OrganizationRoleStatus
Infinity Property & Casualty CorporationDirectorPrior to 2018 acquisition by Kemper
Florida State Board of Administration (IAC)MemberOngoing external advisory role

No public company directorships beyond Kemper are disclosed. No interlocks or related‑party transactions involving Ms. Canida are disclosed; independence affirmed .

Expertise & Qualifications

  • Skills matrix highlights: Insurance industry, executive experience, investment management, risk management, corporate governance, corporate responsibility, consumer‑focused business .
  • Investment oversight credentials: Chairs Investment Committee, overseeing policies, portfolio performance, and economic risk monitoring .
  • Audit exposure: Member of Audit Committee, which oversees financial reporting, internal controls, auditor independence, and ERM topics not assigned elsewhere .

Equity Ownership

MetricAmountAs ofNotes
Common shares21,521March 13, 2025Beneficial ownership
RSUs vesting within 60 days2,565March 13, 2025Counts toward total beneficial ownership
Total beneficial ownership24,086March 13, 2025<1% of outstanding shares
Outstanding Director RSUs2,565Dec 31, 2024Year-end RSUs outstanding
Ownership guidelines5x base non‑chair retainerOngoingApplies to all independent directors
Compliance statusMeets guideline (5+ years service)Dec 31, 2024All directors with ≥5 years met guidelines
Hedging/pledgingProhibitedPolicy in effectApplies to directors and equity recipients

Section 16(a) compliance: The company believes all directors and officers complied with filing requirements for FY2024 .

Governance Assessment

  • Positives

    • Independent director with confirmed independence; no material relationships disclosed .
    • Chairs Investment Committee and serves on Audit—strong alignment with Kemper’s balance‑sheet‑intensive, regulated insurance model; provides seasoned risk and portfolio oversight .
    • Strong alignment mechanisms: annual RSU grants, dividend‑equivalent policy, and 5x retainer ownership guideline; she meets the guideline and hedging/pledging is prohibited .
    • Engagement/attendance: Board and committees had robust cadence in 2024; each director attended at least 75% of applicable meetings .
    • Shareholder support: Prior year average “FOR” vote for directors of 98.5% signals investor confidence in board composition .
  • Watch items

    • External investment role: As Principal/PM at Ceeto Capital Group, her market-facing activities warrant continued monitoring for potential related‑party exposure; however, the company’s related‑person transaction policy and independence determination show no current conflicts disclosed .
    • Investment oversight concentration: As Investment Committee Chair, governance effectiveness depends on continued robust ERM and Audit coordination; current committee structure and charters are in place .

Overall, Ms. Canida’s profile—investment/risk expertise, committee leadership, compliance with ownership standards, and independence—supports board effectiveness and investor alignment. No red‑flag conflicts or attendance issues are disclosed .