Kemper (NYSE: KMPR) appoints Stephen McAnena CEO and adds Anthony DeSantis to board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kemper Corporation is naming Stephen J. McAnena as President, Chief Executive Officer and director, effective June 1, 2026, while Interim CEO C. Thomas Evans, Jr. returns to his role as Executive Vice President, Secretary and General Counsel. McAnena brings more than 30 years of insurance leadership experience across property and casualty, group benefits, life and annuity businesses.
His offer includes a $1,000,000 annual base salary, a target bonus equal to 150% of salary, a $150,000 cash sign-on bonus, up to $15,000 in legal fee reimbursement and equity awards with a $3,500,000 target value in PSUs, RSUs and stock options, subject to multi‑year vesting. Kemper’s board is also adding Anthony J. DeSantis as an independent director and audit committee financial expert and adopting an Executive Severance Plan that provides salary, bonus, health coverage and outplacement benefits to qualifying senior executives upon certain terminations, with enhanced 24‑month benefits for McAnena.
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Insights
Kemper installs a permanent CEO, adds an experienced director and formalizes severance terms, reshaping its leadership framework.
Kemper is transitioning from an interim to a permanent CEO by appointing Stephen J. McAnena, who has decades of insurance experience at multiple carriers. His compensation mix of salary, cash bonus and multi‑year equity aligns his pay with performance and shareholder outcomes.
The new Executive Severance Plan standardizes treatment for top executives after certain involuntary or good‑reason terminations, with McAnena receiving 24 months of salary and health benefits versus 18 months for others. This clarifies potential costs of leadership changes while supporting recruitment and retention at the CEO and executive vice president levels.
Adding Anthony J. DeSantis as an independent director and audit committee financial expert brings deep insurance and underwriting experience to the board and its Audit and Risk Committees. Future company filings may show how this refreshed leadership team influences strategy, risk oversight and financial performance over upcoming reporting periods.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO base salary: $1,000,000 per year
CEO target bonus: 150% of base salary
CEO sign-on bonus: $150,000 cash
+5 more
8 metrics
CEO base salary
$1,000,000 per year
Annual base salary for Stephen J. McAnena
CEO target bonus
150% of base salary
Target annual bonus opportunity for McAnena
CEO sign-on bonus
$150,000 cash
One-time cash sign-on bonus for McAnena
Legal fee reimbursement cap
$15,000
Maximum reimbursement for McAnena’s offer letter legal review
CEO equity awards
$3,500,000 target value
Aggregate target grant date value in PSUs, RSUs and options
Severance salary multiple (CEO)
24 months
Lump-sum base salary multiple for McAnena under Severance Plan
Severance salary multiple (others)
18 months
Lump-sum base salary multiple for other plan participants
Kemper total assets
$12 billion
Approximate assets of Kemper family of companies
Key Terms
performance share units, restricted stock units, stock options, Executive Severance Plan, +2 more
6 terms
restricted stock units financial
"delivered 60% in the form of performance share units (“PSUs”), 20% in the form of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock options financial
"20% in the form of stock options. The PSUs will vest over the 2026-2028 performance period"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Executive Severance Plan financial
"the Human Resources and Compensation Committee of the Board adopted the Kemper Corporation Executive Severance Plan"
Good Reason Termination financial
"a participant’s resignation that constitutes a “Good Reason Termination” (as defined in the Severance Plan)"
audit committee financial expert financial
"determined that Mr. DeSantis qualifies (a) as an “independent director” and (b) as an “audit committee financial expert”"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2.below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging Growth Company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ¨
Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Appointment of President and Chief Executive Officer
On May 21, 2026, the Board of Directors (the “Board”) of Kemper Corporation (the “Company”) appointed Stephen J. McAnena as the Company’s President and Chief Executive Officer and as a member of the Board, in each case, effective June 1, 2026 (the “Effective Date”). The Company’s Interim Chief Executive Officer, C. Thomas Evans, Jr., will return to his role as the Company’s Executive Vice President, Secretary, and General Counsel.
Mr. McAnena, 54, previously served as an Executive Advisor with MediaAlpha, Inc., a customer acquisition platform for insurance carriers, since March 2026, and as Executive Vice President and Chief Operating Officer at Horace Mann Educators Corporation, an insurance holding company, from May 2023 to March 1, 2026. Prior to joining Horace Mann, Mr. McAnena served as President, Personal Lines of Farmers Insurance, an insurance company, from February 2022 to May 2023 and President, Distribution, Life & Financial Services of Farmers Insurance from July 2019 to February 2022.
There are no arrangements or understandings between Mr. McAnena and any other persons pursuant to which he was selected as an officer or director of the Company. There are also no family relationships between Mr. McAnena and any director or executive officer of the Company, and Mr. McAnena does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. McAnena’s appointment as the Company’s President and Chief Executive Officer, he and the Company entered into an offer letter, pursuant to which Mr. McAnena is entitled to the following: (i) an annual base salary of $1,000,000; (ii) a target bonus opportunity equal to 150% of his annual base salary; (iii) a cash sign-on bonus of $150,000; (iv) reimbursement of up to $15,000 in attorneys’ fees incurred in connection with the review and negotiation of his offer letter; and (v) as a material inducement for Mr. McAnena to accept employment with the Company, equity awards with an aggregate target grant date value of $3,500,000, delivered 60% in the form of performance share units (“PSUs”), 20% in the form of restricted stock units (“RSUs”) and 20% in the form of stock options. The PSUs will vest over the 2026-2028 performance period, with the same metrics and vesting terms applicable to the 2026 PSU grants to the Company’s other executive officers, and the RSUs and stock options will each vest in three equal installments on the first three anniversaries of the grant date, subject to Mr. McAnena’s continued service through each vesting date. Mr. McAnena will also participate in the Company’s Executive Severance Plan (as described below) and will enter into a change in control severance agreement consistent with the Company’s form of change in control severance agreement, as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “2026 Proxy Statement”).
Appointment of New Director
On May 21, 2026, the Board elected Tony DeSantis to the Board to serve as a non-employee director, effective as of the Effective Date. The Board (i) determined that Mr. DeSantis qualifies (a) as an “independent director” pursuant to the rules of the New York Stock Exchange, and (b) as an “audit committee financial expert” pursuant to the rules of the SEC; and (ii) has appointed Mr. DeSantis as a member of the Audit and Risk Committees of the Board.
Mr. DeSantis will be entitled to participate in the Company’s non-employee director compensation program, as described in the Director Compensation section of the 2026 Proxy Statement.
There are no arrangements or understandings with Mr. DeSantis pursuant to which he was selected as a director of the Company. There are also no family relationships between Mr. DeSantis and any director or executive officer of the Company, and Mr. DeSantis does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. DeSantis’s election to the Board and the appointment of Mr. McAnena as the Company’s President and Chief Executive Officer is attached as Exhibit 99.1.
Executive Severance Plan
On May 21, 2026, the Human Resources and Compensation Committee of the Board adopted the Kemper Corporation Executive Severance Plan (the “Severance Plan”), effective as of the Effective Date. The Severance Plan will provide severance benefits to certain key management employees of the Company and its affiliates. Participants in the Severance Plan will consist of individuals who (i) are classified as employees of the Company or its affiliates, and (ii) are elected or appointed to the position of Chief Executive Officer or Executive Vice President of the Company as of or following the Effective Date, or who are selected as participants by the Human Resources and Compensation Committee of the Board (including Mr. McAnena and each currently employed named executive officer of the Company).
Under the Severance Plan, upon (a) a termination of employment which does not result from a participant’s resignation, death, “Cause,” or “Disability” (each as defined in the Severance Plan) or (b) a participant’s resignation that constitutes a “Good Reason Termination” (as defined in the Severance Plan), then, subject to such participant’s execution of a general release of claims in favor of the Company (a “Release”), such participant will be entitled to receive: (i) a lump sum cash payment in an amount equal to 18 months (24 months with respect to Mr. McAnena) of the participant’s base salary; (ii) any earned but unpaid annual bonus under the Company’s short-term incentive plan for the year ending immediately prior to the termination date; (iii) a prorated target annual bonus under the Company’s short-term incentive plan for the year of termination; (iv) if the participant was participating in the Company’s or an affiliate’s group health plan immediately prior to
the termination date and elects COBRA health continuation, continued health coverage at active employee rates for up to 18 months (24 months with respect to Mr. McAnena); and (v) outplacement services for up to six months.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
99.1 | Press release of the Registrant dated May 27, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Kemper Corporation | ||||||||||||||
| Date: | May 27, 2026 | /s/ Baird Allis | ||||||||||||
| Baird Allis | ||||||||||||||
| Assistant Secretary | ||||||||||||||
Exhibit 99.1
 | Kemper Corporation 200 East Randolph Street Suite 3300 Chicago, IL 60601 kemper.com | ||||
| Press Release | |||||
Kemper Announces Appointment of
Stephen J. McAnena as President, Chief Executive Officer and Board Member;
Adds Anthony J. DeSantis to Board of Directors
•McAnena brings more than 30 years of insurance leadership experience and a strong track record of transformation and operational excellence
•DeSantis adds broad insurance and operating experience across diverse underwriting environments and books of business
•Tom Evans to transition from Interim CEO role and continue serving as Executive Vice President, Secretary, and General Counsel
Chicago, IL., May 27, 2026 – Kemper Corporation (NYSE: KMPR) today announced the appointment of Stephen J. McAnena as President and Chief Executive Officer, effective June 1. McAnena will also join Kemper’s Board of Directors (the “Board”). Interim CEO, C. Thomas Evans, Jr., will return to his role as Kemper’s Executive Vice President, Secretary, and General Counsel.
McAnena is a seasoned insurance executive with more than 30 years of leadership experience across the property and casualty, group benefits, life, and annuity sectors. Most recently, he served as Executive Vice President and Chief Operating Officer at Horace Mann, where he worked closely with the CEO to drive sustained, profitable growth, expand market share, and strengthen Horace Mann's position as a leading provider of insurance and financial solutions to America’s educators and their families.
Kemper also announced the appointment of Anthony J. DeSantis to its Board of Directors, effective June 1. DeSantis has more than 40 years of insurance industry experience, with a distinctive combination of personal and commercial lines expertise, including non-standard auto, and deep knowledge across distribution channels. He has held senior leadership roles at various insurers including American Family, The General, Farmers, and AIG, among others.
“We are pleased to welcome Steve to Kemper. He is widely recognized for his ability to align organizations around clear priorities, build and develop high-performing teams, and lead insurance companies through change and transformation,” said Gerry Laderman, Chairman of the Board. “Following a thoughtful and rigorous search process, the Board is confident Steve brings the experience and leadership needed to help Kemper execute on its priorities, strengthen performance, and create long-term value for our shareholders, employees, customers, and communities.”
“On behalf of the Board, I would like to thank Tom for his steady leadership as Interim CEO, particularly as we navigated industry-wide headwinds across our core markets,” Laderman continued. “We are grateful for his continued commitment to Kemper and his support throughout this transition. I am also pleased to welcome Tony to the Board of Directors. His broad industry experience and leadership through multiple underwriting cycles will make him a valuable addition to our Board, and we look forward to benefiting from his perspective and counsel.”
“I am honored to join Kemper at this important point in the company’s journey,” said McAnena. “Kemper has a strong foundation, a great brand, talented employees, and a long-standing commitment to serving its customers and communities. I look forward to working closely with the Board, leadership team, employees, and agents and distribution partners across the organization to build on that foundation, strengthen performance, and support Kemper’s long-term success.”
About Kemper
The Kemper family of companies is one of the nation’s leading specialized insurers. With approximately $12 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families, and businesses through its Kemper Auto and Kemper Life brands. Kemper serves over 4.5 million policies, is represented by approximately 24,000 agents and brokers, and has approximately 7,300 associates dedicated to meeting the ever-changing needs of its customers. Learn more about Kemper at kemper.com.
Contacts
Investors: Michael Marinaccio, 312.661.4930 or investors@kemper.com
Media: Barbara Ciesemier, 312.661.4521 or bciesemier@kemper.com
FAQ
What leadership changes did Kemper Corporation (KMPB) announce in this 8-K?
Kemper appointed Stephen J. McAnena as President, CEO and board member effective June 1, 2026. Interim CEO C. Thomas Evans, Jr. will return to his prior role as Executive Vice President, Secretary and General Counsel, providing continuity during the transition.
What is Stephen J. McAnena’s compensation package at Kemper Corporation (KMPB)?
McAnena will receive a $1,000,000 annual base salary, a target bonus equal to 150% of salary, a $150,000 cash sign-on bonus, up to $15,000 in legal fee reimbursement, and $3,500,000 in target equity awards via PSUs, RSUs and stock options with multi-year vesting.
Who is the new director added to Kemper Corporation (KMPB) board?
Kemper elected Anthony J. DeSantis as a non-employee director effective June 1, 2026. The board determined he is an independent director and an audit committee financial expert and appointed him to the Audit and Risk Committees under the company’s director compensation program.
What does Kemper Corporation’s new Executive Severance Plan provide to executives?
The Executive Severance Plan grants eligible executives a lump-sum payment equal to 18 months of base salary, earned and prorated bonuses, subsidized health coverage for up to 18 months, and outplacement services when they experience certain qualifying terminations, subject to signing a release of claims.
How does the Executive Severance Plan treat Kemper CEO Stephen J. McAnena?
Under the plan, McAnena receives enhanced benefits: 24 months of base salary in a lump sum and up to 24 months of continued health coverage at active employee rates after certain qualifying terminations, in addition to earned and prorated bonuses and outplacement services.
How large is Kemper Corporation’s insurance platform mentioned in the press release?
Kemper reports approximately $12 billion in assets and serves over 4.5 million policies through its Kemper Auto and Kemper Life brands, working with about 24,000 agents and brokers and around 7,300 associates across its specialized insurance operations.