Evergy (Nasdaq: EVRG) details 2026 virtual meeting, director slate and pay vote
Evergy, Inc. is asking shareholders to vote at its virtual 2026 Annual Meeting on May 5, 2026, on electing 12 directors, approving 2025 executive pay on an advisory basis, and ratifying Deloitte & Touche LLP as 2026 auditor.
The proxy highlights 2025 business progress, including a large-load customer pipeline above 15 gigawatts, approval of premium large-load tariffs in Kansas and Missouri, four data center projects representing 1.9 gigawatts of peak demand, and regulatory approval for three natural gas plants and three solar farms totaling nearly 2,200 megawatts.
Financial results for 2025 were below expectations due to mild weather and lower weather-normalized demand, but safety metrics, outage duration and frequency, and generation forced outage rates improved. The 12-member Board is 91.7% independent, uses a combined Chair/CEO with a Lead Independent Director, and emphasizes majority voting, proxy access, stock ownership requirements, no poison pill, and strong ESG oversight, including a net-zero CO2e goal for scope 1 and 2 emissions by 2050.
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Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ | ||
☐ | Preliminary Proxy Statement |
☐ | Confidential for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional materials |
☐ | Soliciting Material under §240.14a-12 |
Payment of Filing Fee (Check the appropriate box) | |||
☒ | No fee required. | ||
☐ | Fee paid previously with preliminary materials. | ||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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![]() | A LETTER TO SHAREHOLDERS | ||
![]() | ![]() | ||
David A. Campbell | B. Anthony Isaac | ||
Chairman, President and Chief Executive Officer | Lead Independent Director | ||
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Notice of Annual Meeting of Shareholders | 1 | ||||||||
Proxy Statement Summary and Highlights | 2 | ||||||||
PROPOSAL 1: ELECTION OF DIRECTORS | 11 | ||||||||
Corporate Governance Matters | 23 | ||||||||
Board Structure | 23 | ||||||||
Corporate Governance Practices | 27 | ||||||||
Director Independence | 29 | ||||||||
Other Matters | 30 | ||||||||
Director Compensation | 31 | ||||||||
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 34 | ||||||||
Executive Summary of Compensation Matters | 35 | ||||||||
2025 Compensation Program Summary | 35 | ||||||||
Stakeholder-Focused Modifications to 2026 Compensation Program | 37 | ||||||||
Strong Compensation Governance Practices | 37 | ||||||||
Compensation Discussion and Analysis | 38 | ||||||||
Compensation Philosophy, Objectives, and Process | 38 | ||||||||
Summary and Analysis of Executive Compensation | 40 | ||||||||
Compensation Committee Report | 52 | ||||||||
Executive Compensation Tables | 53 | ||||||||
Summary Compensation Table | 53 | ||||||||
Grants of Plan-Based Awards | 55 | ||||||||
Narrative Analysis of Summary Compensation Table and Grants of Plan-Based Awards Table | 55 | ||||||||
Outstanding Equity Awards at Fiscal Year-End | 56 | ||||||||
Vested Stock Awards | 57 | ||||||||
Pension Benefits | 58 | ||||||||
Nonqualified Deferred Compensation | 60 | ||||||||
Potential Payments Upon Termination or Change-in-Control | 61 | ||||||||
Pay versus Performance Table | 65 | ||||||||
CEO Pay Ratio | 70 | ||||||||
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP | 71 | ||||||||
Information Regarding Audit Matters | 71 | ||||||||
Audit Committee Report | 73 | ||||||||
Security Ownership of Directors, Management and Beneficial Owners | 75 | ||||||||
Frequently Asked Questions | 77 | ||||||||
Appendix A — Non-GAAP Reconciliation for Results | A-1 | ||||||||
Appendix B — GAAP to non-GAAP Financial Metric Reconciliation | B-1 | ||||||||
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At this meeting, you will be asked to: | Board’s Voting Recommendation: | |||||||
1. | Elect the nominees named in the attached proxy statement as directors; | ![]() | ||||||
2. | Provide an advisory non-binding vote to approve the 2025 compensation of our named executive officers; | ![]() | ||||||
3. | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026; and | ![]() | ||||||
4. | Transact any other business as may properly come before the meeting or any adjournments or postponements thereof. | |||||||
![]() | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 5, 2026: This notice of annual meeting and proxy statement and our 2025 Annual Report are available at https://materials.proxyvote.com/30034W | ||||
Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | |||||
Notice of Annual Meeting of Shareholders | Proxy Statement | Evergy 2026 Proxy Statement 1 |
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Proxy Statement Summary and Highlights | ||
About Evergy | ||


Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 2 |
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2025 Highlights | ||
Continuing to Advance Our Strategy. Evergy’s mission is to empower a better future, and our vision is to lead the way in delivering affordable, reliable, and sustainable energy that creates the foundation for thriving and growing communities. In 2025, through teamwork and dedication, we continued to deliver on our strategic plan and corporate initiatives to best position Evergy to advance growth and economic development opportunities in our region while remaining focused on consistently delivering against these strategic pillars. | ![]() | ||||
• | Affordability: Our emphasis on affordability and seeking improvements in regional rate competitiveness has delivered results for our customers and communities. Since 2017, Evergy’s overall retail rates have increased a cumulative 4.9%, equal to approximately 0.5% annual inflation, well below the average rate increases in regional peer states and economy-wide inflation (as measured by the Consumer Price Index) over the same time period.(1) |
• | Reliability: Our focus on safe and reliable service includes investments to modernize our transmission and distribution infrastructure to improve reliability for our customers and improve the resiliency of the electric grid and its ability to withstand extreme weather. By replacing aging equipment and investing in smart grid technologies, we seek to enable further efficiency gains in serving our customers. Our focus on reliability also includes effectively managing our generation fleet and investing to meet the requirements of a changing energy industry, including the development of new dispatchable and renewable resources. In 2025, we met our corporate targets and performed well in safety, reliability, and forced outage rate. |
• | Sustainability: Evergy is making significant investments in infrastructure required to cost-effectively serve the growing needs of our customers while also advancing reliability and resiliency. Our 5-year capital expenditure plan includes investments to support the safe and efficient operation of existing resources, construct new generation assets, and further modernize our grid. Relative to our prior 5-year plan, a significant portion of the expected increase in capital expenditures is driven by new generation investment. In 2025, we received approval from our regulators to construct three new natural gas units and three new utility-scale solar projects, and we continue to evaluate additional projects as identified in our Integrated Resource Plan (“IRP”). We also advanced our distribution investment plan to enhance reliability and continue to offer pilot programs, such as our residential battery storage system program, to understand how new technology can increase grid resiliency while also benefiting customers. |
• | Earnings. Evergy’s 2025 earnings and diluted earnings per share (“EPS”), each calculated in accordance with generally accepted accounting principles (“GAAP”), were $855.6 million and $3.66, respectively, compared to $873.5 million and $3.79 in 2024. Evergy’s 2025 adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP) were $893.8 million and $3.83, respectively, compared to $877.9 million and $3.81 in 2024.(2) |
• | Dividend Growth. We increased our quarterly dividend by approximately 4.0% to $0.6950 per share, or $2.78 per share on an annualized basis, consistent with our dividend growth target and targeted payout ratio of 60% to 70% in 2025. |
(1) | Cumulative rate increase since the end of 2017 through the end of October 2025. Regional electric state data is sourced from the U.S. Energy Information Administration (EIA) and is comprised of revenues and sales for all sectors. 2025 data is based on a rolling 12-month average of total revenues and sales through the end of October 2025. |
(2) | Adjusted earnings and adjusted EPS are not calculated in accordance with GAAP and are reconciled to the most comparable GAAP metrics in Appendix A to this proxy statement. |
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 3 |
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Sustainability | ||
• | Emissions Reductions and Environmental Leadership. In 2025, Evergy achieved reductions of carbon dioxide (“CO2”) emissions from owned generation by 47%, and sulfur dioxide (“SO2”) and nitrogen oxide (“NOx”) emissions by 98% and 89%, respectively, compared to 2005 baseline numbers. In addition to these achieved reductions, Evergy has a goal to achieve net-zero carbon dioxide equivalent (“CO2e”) emission, for scope 1 and 2 emissions, by 2050 through the responsible transition of Evergy’s generation fleet. This goal and time frame are consistent with the majority of industry peers with stated net-zero emissions goals and are dependent on the evolution of Evergy’s IRPs and many external factors, including enabling technology developments, trends in the total demand for electricity, the reliability of the power grid, availability of transmission capacity, supportive energy policies and regulations, and other factors. |

• | Generation Portfolio. Evergy produces nearly one-third of our annual power generation from renewable sources. When combined with the production from our Wolf Creek Nuclear Generating Station (“Wolf Creek”), almost half of the power generated for homes and businesses we serve comes from emission-free sources. |
• | Wind Generation. Capitalizing on the abundant wind resources in the region, Evergy owns over 4,500 megawatts of wind generation capacity. Our wind portfolio helps fuel Kansas’ state ranking as the third largest producer of renewable energy generation as a percentage of total generation in the United States. |
• | Solar Power Generation. Evergy supports a growing renewable energy portfolio, with ownership or financial participation in more than 75 solar installations across Kansas and Missouri. In 2025, approximately 20 megawatts of new solar capacity were placed into service, increasing the company’s active solar portfolio to more than 65 megawatts. In addition, Evergy has initiated construction of its first two utility scale solar facilities, which together will add more than 165 megawatts of new capacity and are expected to enter service in early 2027. Looking ahead, Evergy anticipates continued investment in solar generation through the development of additional utility-scale projects, consistent with the Company’s most recent IRP. |
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 4 |
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• | Water Consumption Reduction Efforts. Solar and wind renewable generation do not utilize processed water. Therefore, utilizing more renewable generation will result in the reduction of both water withdrawals and the consumption of water. Evergy has also undertaken projects that reduce water usage and increase water re-use and recycling. |
• | Community & Customer Engagement. In 2025, Evergy’s corporate social impact strategy focused on community vitality and environmental leadership. Highlights of Evergy’s strategic community and customer priorities include: |
• | Investing in our customers and communities. Through Evergy’s community investments program, we donated nearly $7 million to nonprofit agencies and organizations. Significant support went to community development, business creation and expansion and workforce readiness programs. Additionally, Evergy directed strategic investments toward social service agencies that provide critical support to our vulnerable customers and communities. |
• | Connecting our vulnerable customers to needed resources. Evergy has a portfolio of programs designed to address different aspects of affordability, including bill payment assistance, arrearage relief, flexible payment arrangements, payment and outreach support to medically vulnerable customers and energy efficiency and weatherization partnerships. Evergy’s customer teams are trained to help customers understand all the resources available and help layer this support depending on the customer’s unique situation. |
• | Improving the environment through community-based conservation and sustainability. In addition to providing community investments toward conservation and sustainability efforts, Evergy’s Green Team completed 69 environmental projects in our service territory with 26 of those in vulnerable communities. A significant focus was the completion of the tree planting component of the Urban Heat Island mitigation project. The Green Team coordinated the planting of more than 1,000 trees in 2025, adding to the total planting of 1,700 along Kansas City’s Independence Boulevard. |
• | Sustainability Reporting and Additional Information. For additional information about Evergy’s sustainability efforts and reporting, please go to investors.evergy.com/sustainability where you will find links to Evergy’s Sustainability Report, Sustainability Accounting Standards Board Report, Edison Electric Institute (“EEI”) Sustainability Metrics, the CDP (formerly Carbon Disclosure Project) Questionnaire, and the IRP Update. For more information on Evergy’s policies and corporate governance and committee information, please go to: investors.evergy.com/corporate-governance/documents-charters. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing. |
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 5 |
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Governance Highlights | |||||||||||
Topic | Feature | ||||||||||
Shareholder Empowerment | ✔ | All Board members re-elected annually; no staggered terms | |||||||||
✔ | Majority voting in uncontested elections | ||||||||||
✔ | Proxy access | ||||||||||
✔ | Shareholder right to call special meeting | ||||||||||
Independence and Corporate Governance Best Practices | ✔ | Lead Independent Director | |||||||||
✔ | Independent Committee Chairs | ||||||||||
✔ | Standing executive sessions in Board and Committee meetings | ||||||||||
✔ | Annual self-evaluations | ||||||||||
✔ | Annual election of directors | ||||||||||
✔ | Shared oversight of risk management | ||||||||||
✔ | Robust stock ownership requirements - 6x base salary for CEO | ||||||||||
✔ | SEC compliant clawback policy and provisions in award agreements | ||||||||||
✔ | Whistleblower hotline | ||||||||||
✔ | No shareholder rights plan or poison pill | ||||||||||
✔ | No short selling, hedging, or pledging allowed by any employee or director | ||||||||||
Sustainable Operations and Greenhouse Gas Emission Reduction | ✔ | Board review of sustainability matters | |||||||||
✔ | CO2e emission goal of net-zero for scope 1 and 2, by 2050, assuming supportive energy policies and regulations and other external enabling factors are in place | ||||||||||
✔ | Almost half of power generated from non-CO2 emitting sources in 2025 (compared to 2005 base levels) | ||||||||||
✔ | Transparent environmental disclosures | ||||||||||
Political Spending | ✔ | Board review of political spending | |||||||||
✔ | Annual disclosure of political spending | ||||||||||
Cybersecurity | ✔ | Annual cybersecurity training and review of risk mitigation programs | |||||||||
✔ | Board review of cybersecurity matters | ||||||||||
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 6 |
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Board Refreshment and Succession Planning | ||
Board Nominee Metrics | ||

Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 7 |
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Director Nominees | ||
Director Nominees | Principal Occupation | Age | Director Since | Committee Membership | ||||||||||||||||||||||
AC | CLD | FC | NGS | NOC | ||||||||||||||||||||||
David A. Campbell | Chairman, President and Chief Executive Officer, Evergy, Inc. | 57 | 2021 | ✔ | ||||||||||||||||||||||
B. Anthony Isaac Independent* | Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation | 73 | 2003 | ✔ | ✔ | |||||||||||||||||||||
Paul M. Keglevic Independent | Former Chief Executive Officer, Energy Future Holdings Corp. | 72 | 2020 | C | ✔ | |||||||||||||||||||||
Mary L. Landrieu Independent | Senior Policy Advisor, Van Ness Feldman, LLP and Former U.S. Senator for Louisiana | 70 | 2021 | ✔ | ✔ | |||||||||||||||||||||
Sandra A.J. Lawrence Independent | Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital | 68 | 2004 | C | ✔ | |||||||||||||||||||||
Ann D. Murtlow Independent | President and Chief Executive Officer, North Sound LLC and Former President and Chief Executive Officer, United Way of Central Indiana | 65 | 2013 | ✔ | C | |||||||||||||||||||||
Dean A. Newton Independent | President and Chief Executive Officer, Delta Dental of Kansas, Inc. | 55 | 2024 | ✔ | ✔ | |||||||||||||||||||||
Sandra J. Price Independent | Former Senior Vice President, Human Resources, Sprint Corporation | 67 | 2016 | ✔ | C | |||||||||||||||||||||
Jonathan D. Rolph Independent | Chief Executive Officer, Thrive Restaurant Group | 46 | 2025 | ✔ | ✔ | |||||||||||||||||||||
James Scarola Independent | Former Senior Vice President and Chief Nuclear Officer, Duke Energy/Progress Energy, Inc. | 70 | 2022 | ✔ | C | |||||||||||||||||||||
Neal A. Sharma Independent | Former Chief Executive Officer, Digital Evolution Group | 49 | 2023 | ✔ | ✔ | |||||||||||||||||||||
C. John Wilder Independent | Executive Chairman, Bluescape Energy Partners, LLC | 68 | 2021 | ✔ | C | |||||||||||||||||||||
* | Lead Independent Director |
AC | Audit Committee | ||||
CLD | Compensation and Leadership Development Committee | ||||
FC | Finance Committee | ||||
NGS | Nominating, Governance, and Sustainability Committee | ||||
NOC | Nuclear and Operations Committee | ||||
✔ | Member | ||||
C | Committee Chair or Co-Chair | ||||
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 8 |
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2025 Named Executive Officers | ||
Executive Compensation Highlights | ||

✔ | Alignment between pay and performance | ✔ | Annual risk assessment | ||||||
✔ | Compensation heavily weighted to performance | ✔ | Standard annual equity grant cycle | ||||||
✔ | Regular review of performance against compensation targets and outlook for payouts | ✔ | SEC compliant clawback policy and provisions in award agreements | ||||||
✔ | Independent Committee oversight | ✔ | No employment agreements – all NEOs are employed at will | ||||||
✔ | Standing Committee executive sessions | ✔ | No stock options | ||||||
✔ | Independent compensation consultant | ✔ | No repricing or backdating of stock options | ||||||
✔ | “Double trigger” change-in-control benefits | ✔ | No dividends for unvested awards | ||||||
✔ | Robust stock ownership guidelines | ✔ | No short selling, hedging or pledging | ||||||
✔ | Board review of succession plans | ✔ | No tax “gross-ups” | ||||||
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 9 |
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Voting Matters Roadmap | ||
Agenda Item | Board Recommendation | Page | |||||||
1: | Elect the nominees named in the proxy statement as directors | FOR each nominee | 11 | ||||||
2: | Approve the 2025 compensation of our named executive officers on an advisory non-binding basis | FOR | 34 | ||||||
3: | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 | FOR | 71 | ||||||
Proxy Statement Summary and Highlights | Evergy 2026 Proxy Statement 10 |
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Proposal 1 | Election of Directors | |||||
☑ | The Board recommends a vote FOR each of the director nominees | |||||
Director Nominee Biographies | ||
![]() | David A. Campbell Chairman of the Board, President and Chief Executive Officer Director Since: 2021 Age: 57 Committee: • Finance | ||
Executive Experience: David Campbell joined Evergy in January 2021 as President, and Chief Executive Officer. The Board designated Mr. Campbell as Chairman of the Board in May 2024. Under Mr. Campbell’s leadership, Evergy focuses on providing safe, affordable, and reliable electric service to its 1.7 million customers in Kansas and Missouri. The Company’s initiatives and investments target an enhanced customer experience, grid modernization, improved reliability and resiliency, cost competitiveness, and the ongoing transition of the Company’s generation fleet. Mr. Campbell and his team are dedicated to ensuring that Evergy provides a rewarding and professional work environment for employees and engages as a trusted partner in the communities Evergy serves. Mr. Campbell served as Executive Vice President and Chief Financial Officer of Vistra Corp. (NYSE: VST) from June 2019 through December 2020. From 2014 through 2019, he served as Chief Executive Officer of InfraREIT, Inc. (NYSE: HIFR), a real estate investment trust that owned and leased rate-regulated electric transmission assets in Texas. Previously, Mr. Campbell worked at TXU Corp. (NYSE: TXU), and its successor, Energy Future Holdings, in various roles including Chief Executive Officer of Luminant and Chief Financial Officer of TXU Corp. Prior to joining TXU Corp., Mr. Campbell was a partner at McKinsey & Company in Dallas, Texas. In 2026, Mr. Campbell joined the Federal Reserve Bank of Kansas City’s board of directors. Mr. Campbell serves on the board of directors of ESCO Technologies Inc. (NYSE: ESE) and is a member of its audit and finance committee. Mr. Campbell serves on the boards of the Truman Library Institute, Kansas City Area Development Council, the Edison Electric Institute, and Nuclear Electric Insurance Limited. Mr. Campbell is also a member of the Leadership Council of the Yale School of the Environment. Mr. Campbell earned a B.A. from Yale University, M.Phil. from Oxford University, and a J.D. from Harvard Law School. | |||
Skills and Qualifications: Mr. Campbell’s qualifications to serve as our director and Chairman of the Board include his substantial leadership, financial and utility industry experience; and his experience serving as a director of a public company. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 11 |
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![]() | B. Anthony Isaac Lead Independent Director Director Since: 2003 Age: 73 Committees: • Compensation and Leadership Development • Nominating, Governance, and Sustainability | ||
Executive Experience: Mr. Isaac was Senior Vice President and Head of Select Service Strategy and Development at Hyatt Hotels Corporation, a global hotel management, franchising, ownership and development company based in Chicago, Illinois with properties worldwide (2011-2015). He served as President of LodgeWorks, a Wichita, Kansas-based hotel management and development company (2000-2011). Before helping found LodgeWorks, Mr. Isaac served as President of the All-Suites Division of Wyndham Hotels and Resorts, an international hotel and resort chain based in Parsippany, New Jersey. He held the position of President of Summerfield Hotel Corp. prior to Summerfield’s merger with Patriot American Hospitality/Wyndham International. Mr. Isaac served on the board of directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry based in Irving, Texas (2018-2022), where he served as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac earned a B.S. in civil engineering from the Massachusetts Institute of Technology and a M.B.A. from Harvard University. | |||
Skills and Qualifications: Mr. Isaac’s qualifications to serve as our director include his extensive leadership experience both as the chief executive officer of a privately-held company and as an executive with other large companies in the hotel industry, and his substantial experience with strategic planning and financial matters. He also has experience as a director of a public company and with corporate governance matters. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 12 |
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![]() | Paul M. Keglevic Independent Director Since: 2020 Age: 72 Committees: • Audit (Chair) • Finance | ||
Executive Experience: Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecommunications, transportation, retail, and real estate. Mr. Keglevic served as Chief Executive Officer (2016-2018) and Executive Vice President, Chief Financial Officer and Chief Risk Officer (2008-2016) of Energy Future Holdings, the majority owner of a regulated transmission and distribution business. Prior to that, Mr. Keglevic served as an audit partner at PricewaterhouseCoopers LLP (PwC) (2002-2008), where he was the U.S. utility sector leader for six years. Prior to PwC, Mr. Keglevic led the utilities practice for Arthur Andersen LLP, where he was a partner for 15 years. | |||
Mr. Keglevic currently serves on the board of directors of QVC, Inc., a wholly-owned subsidiary of QVC Group, Inc. (Nasdaq: QVCGA) (2025), a video and online retail commerce company operating primarily in North America, Europe, and Asia. He also currently serves on the board of directors of a non-public subsidiary of Telesat (Nasdaq: TSAT) (2025), a Canadian based satellite communications company located in Ottawa, Canada. | |||
Mr. Keglevic previously served on the board of directors of Frontier Communications Corporation (Nasdaq: FTR) (2019-2021), a national telecommunications company located in Norwalk, Connecticut, where he served on the finance committee and audit committee. He also served on the board of directors of Bonanza Creek Energy, Inc. (NYSE: BCEI) (2017-2021), an oil and gas company located in Denver, Colorado, where he served as chair of the audit committee and also served as chair of the nominating and corporate governance committee. In addition, he served on the boards of directors of Ascena Retail Group, Inc. (Nasdaq: ASNA) (2019-2021), Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (2019), PetSmart, Inc. (Nasdaq: PETM), Stellus Capital Management, LLC (NYSE: SCM) (2014), Cobalt International Energy, Inc., Philadelphia Energy Solutions, Inc., Energy Future Holdings Corporation and several of its subsidiaries, WeWork Inc (NYSE: WE) (2023-2024), where he served as chairman, chair of the compensation committee and as a member of the nominating and corporate governance committee, Rite Aid Corporation (OTC: RADCQ) (2023-2024), where he served as chair of the audit committee, and Tupperware Brands Corporation (NYSE: TUP) (2023-2025), where he served as a member of the audit and finance and transformation committees. Mr. Keglevic has also served as a member of the board of directors of the Dallas and State of California Chambers of Commerce and several other charitable and advisory boards. | |||
Mr. Keglevic was named a board leadership fellow and is a certified director of the National Association of Corporate Directors (“NACD”). In 2025, he earned a computer emergency response team (“CERT”) Certificate in Cybersecurity Oversight issued by the NACD and the Software Engineering Institute at Carnegie Mellon University. Mr. Keglevic earned a B.S. in accounting from Northern Illinois University and is a certified public accountant. | |||
Skills and Qualifications: Mr. Keglevic’s qualifications to serve as our director include his extensive experience with public companies, finance, accounting, regulatory issues, transactional and merger and acquisition activities and governance matters. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 13 |
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![]() | Senator Mary L. Landrieu Independent Director Since: 2021 Age: 70 Committees: • Nominating, Governance, and Sustainability • Nuclear and Operations | ||
Executive Experience: Senator Landrieu is a senior policy advisor at Van Ness Feldman, LLP, a Washington D.C.-based law firm that focuses on environmental, energy policy and federal regulatory work (since 2015). She previously served on the board of directors of Tyler Technologies (NYSE: TYL) (2015-2024), a technology solution provider. Previously, she served as a United States Senator (1996-2014), where she chaired the Senate Committee on Energy and Natural Resources, served on the Senate Committee on Appropriations, chaired the Subcommittees on Homeland Security, Financial Services, General Government, and the District of Columbia, and chaired the Senate Committee on Small Business and Entrepreneurship. In her work on Homeland Security, Senator Landrieu led the disaster recovery efforts after Hurricane Katrina and the Gulf restoration efforts after the BP oil spill. She also was elected as Louisiana treasurer (1987-1995), and served as a member of the Louisiana legislature (1979-1987). Senator Landrieu currently serves on the board of trustees or board of directors of several national organizations supporting sustainable resource management and promoting education and children’s welfare. Senator Landrieu earned a B.A. degree from Louisiana State University. | |||
Skills and Qualifications: Senator Landrieu’s qualifications to serve as our director include her extensive experience with federal and state regulation and compliance, community and political relations, strategy development, customer experience, alignment of company culture and compensation and leadership development and finance. | |||
![]() | Sandra A.J. Lawrence Independent Director Since: 2004 Age: 68 Committees: • Compensation and Leadership Development (Chair) • Nuclear and Operations | ||
Executive Experience: Ms. Lawrence was the Executive Vice President and Chief Administrative Officer (2016-2019) and Executive Vice President and Chief Financial Officer (2005-2016) of Children’s Mercy Hospital, a comprehensive pediatric medical center in Kansas City, Missouri. Previously, she was the Chief Financial Officer (2005) and Senior Vice President and Treasurer (2004-2005) of Midwest Research Institute (now MRIGlobal), an independent, non-profit, contract research organization located in Kansas City, Missouri. Prior to that Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, financial services, packaging distribution and medical research industries. She currently serves as a trustee of the Nomura (formerly Macquarie) Trust fund complex; as a director and audit committee chair of Brixmor Property Group, Inc. (NYSE: BRX), and as a director and as audit committee chair at Sera Prognostics Inc. (Nasdaq: SERA). Previously, she served on the board of directors and as audit committee chair of American Shared Hospital Services (NYSE American: AMS), a provider of radiosurgical and radiation therapy equipment based in San Francisco, California. She sits on the national board of the NACD, is past chair of the board of directors of the Heartland Chapter of the NACD, was named to the NACD Directorship 100, and as an NACD board leadership fellow, and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall (Hallmark) Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence earned a B.A. in psychology from Vassar College, a M. Arch. from the Massachusetts Institute of Technology and a M.B.A. from Harvard Business School. | |||
Skills and Qualifications: Ms. Lawrence’s qualifications to serve as our director include her substantial financial expertise; her extensive service as a director in a diverse range of organizations and industries; her experience as a public company director, public company audit, compensation, and governance chair; her private company experience as board and risk chair; and her leadership in the area of corporate governance. Ms. Lawrence also has extensive knowledge of the Kansas City metropolitan area and Topeka, Kansas, two of our largest service territories. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 14 |
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![]() | Ann D. Murtlow Independent Director Since: 2013 Age: 65 Committees: • Nominating, Governance, and Sustainability • Nuclear and Operations (Co-Chair) | ||
Executive Experience: Ms. Murtlow is currently a principal in North Sound LLC, through which she offers consulting services. From 2013 to 2022, she was a member of the board of directors, President and Chief Executive Officer of the United Way of Central Indiana, a non-profit community impact organization focused on poverty alleviation. Previously, she spent 24 years with AES Corporation (NYSE: AES), a holding company for electric utilities located in Arlington, Virginia, and served for over 12 years in various senior leadership and officer roles including Vice President and Group Manager of AES Corp. and President, Chief Executive Officer and Director of Indianapolis Power & Light Company, an integrated electric utility, and its parent company, IPALCO Enterprises, both located in Indianapolis, Indiana. Since 2013, Ms. Murtlow has served on the board of directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana, where she chairs the nominating and corporate governance committee and serves on the compensation committee. She also serves on the board of directors of US Water Systems LLC which owns Central States Water Resources, a water and wastewater company. She previously served on the board of directors of First Internet Bancorp and its subsidiary, First Internet Bank, a financial institution in Fishers, Indiana (2013-2020), and on the boards of directors of the Federal Reserve Bank of Chicago, Herff Jones LLC, a manufacturer of educational recognition and achievement products and motivational materials located in Indianapolis, Indiana, and AEGIS Insurance Services, Inc., a mutual insurance company in East Rutherford, New Jersey. Ms. Murtlow is a Board Leadership Fellow and Certified Director by the NACD. Ms. Murtlow earned a B.S. in chemical engineering from Lehigh University. | |||
Skills and Qualifications: Ms. Murtlow’s qualifications to serve as our director include her extensive and varied senior management leadership experience and accomplishments and deep insight and knowledge about the operations and challenges of a vertically integrated, regulated electric utility with nuclear generation. | |||
![]() | Dean A. Newton Independent Director Since: 2024 Age: 55 Committees: • Compensation and Leadership Development • Nuclear and Operations | ||
Executive Experience: Mr. Newton has served as the President and Chief Executive Officer of Delta Dental of Kansas, Inc. (“Delta Dental”), a nonprofit dental insurance corporation, since 2020. Prior to his current role, Mr. Newton served as a Managing Director of Delta Dental from 2014 to 2020, and various other leadership positions at Delta Dental prior thereto, including the Chief Marketing and Sales Officer. Mr. Newton also serves as the chair of the board of directors and the President and Chief Executive Officer of Surency Life & Health Insurance Company (“Surency”), a private subsidiary of Delta Dental, since 2020, and various other leadership positions at Surency prior thereto. Mr. Newton also serves on several non-profit boards, including the Kansas Chamber of Commerce. Mr. Newton previously served on the board of directors of CommunityAmerica Credit Union from 2015 to 2023 (including Board Chair 2017-2021), and served in the Kansas House of Representatives from 2000 to 2005. Mr. Newton earned a B.A. from the University of Kansas in 1993 and a J.D. from the New York University School of Law in 1996. | |||
Skills and Qualifications: Mr. Newton’s qualifications to serve as our director include his management and leadership experience, his substantial financial and legal expertise, and his extensive experience in marketing, employee engagement, and innovation. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 15 |
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![]() | Sandra J. Price Independent Director Since: 2016 Age: 67 Committees: • Compensation and Leadership Development • Nominating, Governance, and Sustainability (Chair) | ||
Executive Experience: Ms. Price is lead director at CRB Group, Inc., a privately-owned company based in Kansas City, Missouri, that provides global engineering, architecture, construction, and consulting solutions to the life sciences and other advanced technology industries. Ms. Price previously served on the board of directors of the US Infrastructure Company (USIC) (2020-2025), a private-equity owned company that provides locating services for underground utilities based in Indianapolis, Indiana. She was named to the 2021 National Association of Corporate Directors Directorship 100. Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation (2006-2016), a global telecommunications company headquartered in Overland Park, Kansas prior to its acquisition by T-Mobile. She served in a number of other executive roles at Sprint from 1993-2006. Prior to Sprint, she was a principal in the Blue Valley School District, Overland Park, Kansas, and in the Jenks Public School District, Tulsa, Oklahoma. Ms. Price is actively engaged in the civic and philanthropic community. She currently serves on the Greater Kansas City Community Foundation board of directors (since 2023). Ms. Price earned a B.A. in special education from Oral Roberts University and a M.A. in education and administration from the University of Tulsa. | |||
Skills and Qualifications: Ms. Price’s qualifications to serve as our director include her diverse senior management and leadership experience, her deep understanding of human resources and talent development, her governance acumen, and her knowledge of our Kansas City service territory. | |||
![]() | Jonathan D. Rolph Independent Director Since: 2025 Age: 46 Committees: • Finance • Nuclear and Operations | ||
Executive Experience: Mr. Rolph currently serves as the Chief Executive Officer of Thrive Restaurant Group (“Thrive”), which owns and operates over 200 restaurants. Prior to his current role, Mr. Rolph held various other leadership positions at Thrive and its predecessors since joining the company in 2002, including Chief Operating Officer, and Vice President of Marketing and Administration. Mr. Rolph serves on the board of directors of INTRUST Bank, N.A., Centralized Supply Chain Services and Applebee’s Franchise Business Council, and the Greater Wichita Partnership. He has also served on various non-profit boards including United Way of the Plains and the Kansas Board of Regents. Mr. Rolph earned a B.A. from Baylor University in 2001. | |||
Skills and Qualifications: Mr. Rolph’s qualifications to serve as our director include his management and leadership experience, his substantial community and civic involvement in the region, and his extensive experience in supply-chain management and customer engagement. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 16 |
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![]() | James Scarola Independent Director Since: 2022 Age: 70 Committees: • Audit • Nuclear and Operations (Co-Chair) | ||
Executive Experience: Mr. Scarola is an independent nuclear oversight consultant (since 2015), and previously served as the Nuclear Industry Fukushima Steering Committee Chairman (2012-2014), where he established and coordinated the strategic direction for the U.S. Industry in response to the Fukushima nuclear accident. He served as Senior Vice President and Chief Nuclear Officer (2008-2012) at Progress Energy, Inc. (prior to their merger with Duke Energy (NYSE: DUK) in 2012), and as Site Vice President of Progress’ Brunswick Nuclear Plant (2005-2008) and of their Harris Nuclear Plant (1998-2005). He also served in leadership roles at Florida Power & Light’s St. Lucie Nuclear Plant (1980-1998). Mr. Scarola provides consulting services related to the nuclear industry, monitors and assesses nuclear operations and provides counsel to chief nuclear officers and boards of directors. He has also served on the board of directors of Wolf Creek, Evergy’s nuclear generating plant, since 2022. He is a certified Pressurized Water Reactors Senior Reactor Operator and Institute of Nuclear Power Operations Senior Nuclear Plant Manager. Mr. Scarola earned a B.S. in electrical engineering from the University of Notre Dame, a M.B.A. from the Florida Institute of Technology and completed the Executive Management Program at Darden Business School at the University of Virginia. | |||
Skills and Qualifications: Mr. Scarola’s qualifications to serve as our director include his vast nuclear industry leadership experience and his extensive experience in all aspects of nuclear operations, including engineering, oversight, fiscal control, labor relations, strategic planning, project management, and maintenance. | |||
![]() | Neal A. Sharma Independent Director Since: 2023 Age: 49 Committees: • Audit • Finance | ||
Executive Experience: Mr. Sharma co-founded Digital Evolution Group (“DEG”), a full-service digital marketing and commerce agency that was sold in 2018. From 2018 until 2022, he continued to serve as Chief Executive Officer of DEG, now part of global agency holding company, Dentsu Group, Inc. Mr. Sharma later served as President, Dentsu Shop for four years in a solutions-oriented senior advisory role, serves on two boards of privately held firms, and also serves in an advisory capacity to startup companies in which he invests, as well as several non-profit boards, including MRI Global, KC2026, and the Truman Library Institute. Mr. Sharma earned a B.A. from American University in 1998 and a M.B.A. degree from the University of Kansas in 2001. | |||
Skills and Qualifications: Mr. Sharma’s qualifications to serve as our director include his management and leadership experience, his substantial financial and accounting expertise, and his extensive experience in community and political relations, risk management, and customer experience. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 17 |
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![]() | C. John Wilder Independent Director Since: 2021 Age: 68 Committees: • Audit • Finance (Chair) | ||
Executive Experience: Mr. Wilder is the Executive Chairman of Bluescape Energy Partners, LLC (“Bluescape”), founded in 2007 as an alternative investment firm that leverages its private capital, global network, and deep domain expertise to deliver differentiated long-term investment performance in the energy and utility sectors. He has served on the boards of many private and public companies, including Bluescape Opportunities Acquisition Corporation (NYSE: BOAC), NRG Energy, Inc. (NYSE: NRG) and TXU Corp. and Exco Resources, Inc., and in executive officer roles at TXU Corp., Entergy Corp. (NYSE: ETR), and Royal Dutch/Shell Group. Mr. Wilder began working in the energy business in Texas over 40 years ago with the Royal Dutch/Shell Group, where he rose to the position of Chief Executive Officer of Shell Capital in London. Mr. Wilder’s vision and execution spearheaded the industry’s three most successful financial and operational turnarounds at NRG (Board of Directors, 2017-2018), TXU Corp. (Board Chairman and Chief Executive Officer, 2004-2007) and Entergy (Chief Financial Officer, 1998-2004) moving struggling companies from the bottom quartile to the top quartile across a variety of performance dimensions. During Mr. Wilder’s leadership, TXU Corp. delivered 65% annualized shareholder returns and ranked 5th best among the S&P 500. For his achievements at TXU Corp., the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010, and 74th among 3,143 CEOs from publicly traded companies in 50+ countries in 2013. No other United States power company executive was honored in either of these rankings. In addition, Mr. Wilder was named to Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector in multiple years by Institutional Investor. Mr. Wilder serves on the advisory boards of the McCombs School of Business at the University of Texas at Austin and the A.B. Freeman School of Business at Tulane University. He is a former advisory board member of the Global Energy Management Institute, University of Houston, and the Energy Management and Innovation Center, University of Texas. Mr. Wilder is also past chairman of the Board of Trustees of Texas Health Resources and is a past member of the National Petroleum Council, a U.S. Secretary of Energy appointment. Mr. Wilder earned a B.S. in business administration from Southeast Missouri State University, where he graduated magna cum laude and received the university’s Distinguished Alumni Award. He earned a M.B.A. from the University of Texas. | |||
Skills and Qualifications: Mr. Wilder’s qualifications to serve as our director include his long-term and extensive leadership experience in the energy industry. He also provides deep insight and expertise on financial, transactional, regulatory and operations matters facing the Company. | |||
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2026 Proxy Statement 18 |
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Director Nominating Process and Qualifications | ||
• | Strategy Development - The utility industry is subject to extensive and dynamic regulation and operates in a complex and evolving technological and customer-centric environment. It is imperative that the Company actively engages in the setting and advancement of corporate strategy to generate and sustain long-term shareholder value. The Company’s directors should understand the complexities of the business, the factors driving growth opportunities, such as the development of renewable generation, the further electrification of the economy, and the evolution of customer preferences for energy services and solutions, and the major risks and vulnerabilities to |
Proposal 1 - Election of Directors | Director Nominating Process and Qualifications | Evergy 2026 Proxy Statement 19 |
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• | Federal and State Regulation and Compliance - The utility business has stringent compliance and regulatory requirements mandated by numerous federal and state agencies including the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Environmental Protection Agency, the Occupational Safety and Health Administration, the Nuclear Regulatory Commission, the Missouri and Kansas utility commissions and many other federal and state agencies. The pervasive regulatory environment in which the Company operates adds significant complexity to strategy development and execution, operations, risk management and compliance oversight. In addition, it is important for the Company to champion ethical practices for the Board and management to set an example that ensures regulatory and compliance requirements are met and the highest ethical standards are set as a goal for Company employees. |
• | Alignment of Company Culture and Compensation and Leadership Development - A company is only as strong as its employees. The Company must attract, retain and develop a strong, diverse team of people to create long-term shareholder and customer value. The Company’s culture and its compensation and leadership development programs are fundamental to achieving this goal. In order to build a strong positive corporate culture, the Company must foster an inclusive and equitable culture that embraces and reflects the diversity of the communities and customers that it serves. Employees need to care about the Company’s mission, vision and values and continuously strive to improve Company and individual performance, which will drive increased shareholder and customer value. A key component of building great culture is linking the financial success of the Company to individual employee efforts through recognition and comprehensive and competitive compensation plans. |
• | Accounting, Finance and Investment Management - Sound financial results and access to adequate capital are critical for success and a key indicator of performance. This is especially important for capital-intensive organizations like Evergy. The Company also is subject to extensive Securities and Exchange Commission internal control and financial reporting requirements. The Board and its committees are responsible for monitoring and overseeing the Company’s capital investment decisions, liquidity needs, operating budgets, internal and external audits, financing plans and ongoing financial performance and reporting. Relevant director experience, qualifications, attributes and skills in this area include, among others, the ability to read and understand financial statements of equal or greater complexity as those of the Company, a working knowledge of GAAP, the ability to assess the general application of those principles in connection with the Company’s accounting for estimates, accruals and reserves, the understanding of internal controls and procedures for financial reporting, broad experience related to capital structure, credit and financing matters including experience accessing debt and equity capital, monitoring cash management activities and building rating agency relationships, and experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable with those of the Company, or experience actively supervising those engaged in such activities. |
• | Risk Management - A comprehensive risk management program is integral to an organization’s ability to achieve its business and financial objectives. Through their risk oversight role, Board members oversee that the risk management policies and procedures designed and implemented by the Company are consistent with the Company’s strategy and risk appetite, and that necessary steps are taken to foster an enterprise-wide culture that supports appropriate risk awareness, behaviors and judgments about risk. There are numerous risks that must be evaluated and managed in the Company’s business, including risks related to nuclear operations, cybersecurity, artificial intelligence, the impact of climate change on the Company’s operations and transitioning the Company’s generation resources toward renewable energy and storage. Technological advances have been accompanied by a rapidly growing threat of cyberattack and cyberterrorism, including threats to the nation’s critical utility infrastructure. Board oversight of the Company’s cyber program is critical to the program’s success and the Company’s cyber resilience through the assessment of the enterprise’s ability to anticipate, withstand, recover from and evolve to improve capabilities in the face of adverse conditions, stresses or attacks. |
• | Operational Oversight - Strong utility operations are technologically complex and, in many areas, require a very specific industry skill set. Utility companies are increasingly installing integrated communications to support real-time control and information and data exchange in order to optimize system reliability, asset utilization and security. The Board is responsible for monitoring and overseeing Company operations, including customer service, transmission, distribution and generation (including the Company’s nuclear generation facility) to ensure the safe, |
Proposal 1 - Election of Directors | Director Nominating Process and Qualifications | Evergy 2026 Proxy Statement 20 |
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• | Customer Experience - Ensuring a satisfied experience by the customer is one of the most critical areas for the Company’s future success. As the industry continues to advance, the ability to offer products and/or services that are unique and valuable to the customer will continue to evolve. To achieve a sustainable competitive advantage, the Company will need to understand customer preferences and offer customers optionality that provides more control over energy use and sustainable energy options. |
• | Community and Political Relations - The Company has a long track record of community, political and regulatory involvement. The alignment and interdependence between these three groups is critical to the Company’s continued success. Strong communities are foundational to the growth and sustainability of the Company’s service territory and thus the sustainability of long-term shareholder and customer value. |
• | Sustainability, Environmental, Social and Governance - The Company is committed to delivering safe, reliable, affordable and sustainable energy to customers while employing a diverse workforce, being a great place to work for employees and supporting the communities the Company serves. For years, sustainability has been at the forefront of Company activities. The Company regularly reviews corporate governance practices to ensure that the proper governance structure exists to help guide execution of Company strategy, and has worked diligently to reduce emissions, invested capital toward renewable generation and made significant strides toward creating a workforce of the future that is diverse, inclusive and equitable. |
Proposal 1 - Election of Directors | Director Nominating Process and Qualifications | Evergy 2026 Proxy Statement 21 |
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Campbell | Isaac | Keglevic | Landrieu | Lawrence | Murtlow | Newton | Price | Rolph | Scarola | Sharma | Wilder | ||||||||||||||||||||||||||||||
Core Competencies | |||||||||||||||||||||||||||||||||||||||||
Strategy Development | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||||||||||||||||||||||
Federal and State Regulation and Compliance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Alignment of Company Culture and Compensation and Leadership Development | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Accounting, Finance, and Investment Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Operational Oversight | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||||||||||||||||||||||
Customer Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Community and Political Relations | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||||||
Sustainability, Environmental, Social and Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||||||||||||||||||||||
Demographic Information* | Average/ Percent | ||||||||||||||||||||||||||||||||||||||||
Race/Ethnicity | |||||||||||||||||||||||||||||||||||||||||
African American | ✔ | 8.3% | |||||||||||||||||||||||||||||||||||||||
Asian American | ✔ | 8.3% | |||||||||||||||||||||||||||||||||||||||
White/Caucasian | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 83.3% | ||||||||||||||||||||||||||||||
Gender | |||||||||||||||||||||||||||||||||||||||||
Male | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 66.7% | ||||||||||||||||||||||||||||||||
Female | ✔ | ✔ | ✔ | ✔ | 33.3% | ||||||||||||||||||||||||||||||||||||
Board Tenure (Years) | 5 | 23 | 6 | 5 | 22 | 13 | 2 | 10 | 1 | 4 | 3 | 5 | 8.2 | ||||||||||||||||||||||||||||
Age | 57 | 73 | 72 | 70 | 68 | 65 | 55 | 67 | 46 | 70 | 49 | 68 | 64 | ||||||||||||||||||||||||||||
Independent | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 91.7% | |||||||||||||||||||||||||||||
* | Demographic characteristics based on information self-identified by each director. Age and tenure calculated as of May 5, 2026. Totals may not sum due to rounding. |
Proposal 1 - Election of Directors | Director Nominating Process and Qualifications | Evergy 2026 Proxy Statement 22 |
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Corporate Governance Matters | ||
Board Structure | ||
Corporate Governance Matters | Board Structure | Evergy 2026 Proxy Statement 23 |
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Corporate Governance Matters | Board Structure | Evergy 2026 Proxy Statement 24 |
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Audit Committee | 7 Meetings in 2025 96% Attendance | ||||
Members: Mr. Keglevic (Chair) Mr. Scarola Mr. Sharma Mr. Wilder | Primary responsibilities: | |||||||
• | Oversee the accounting and financial reporting processes, including all processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting as well as the reporting on sustainability matters | |||||||
• | Oversee the independent auditor and the internal audit services department | |||||||
• | Oversee enterprise risk management, including cybersecurity and other information technology controls and procedures | |||||||
• | Oversee the audits of Evergy’s financial statements and the preparation of all reports and other disclosures required of the Audit Committee by the SEC | |||||||
• | Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics | |||||||
Compensation and Leadership Development Committee | 5 Meetings in 2025 95% Attendance | ||||
Members:* Ms. Lawrence (Chair) Mr. Isaac Sen. Landrieu* Mr. Newton* Ms. Price | Primary responsibilities: | |||||||
• | Oversee alignment of compensation philosophy with shareholder interests | |||||||
• | Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation | |||||||
• | Approve NEO compensation (other than the CEO) | |||||||
• | Advise the CEO on compensation for other officers | |||||||
• | Oversee human capital resources | |||||||
• | Review the culture of Evergy | |||||||
• | Review the effectiveness of Company culture and engagement programs | |||||||
• | Review whether our compensation program encourages excessive risk taking | |||||||
* | Effective May 7, 2025, in connection with the Board’s annual reassessment of committee appointments, Mr. Newton was appointed to the Compensation and Leadership Development Committee replacing Sen. Landrieu. |
Corporate Governance Matters | Board Structure | Evergy 2026 Proxy Statement 25 |
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Finance Committee | 7 Meetings in 2025 100% Attendance | ||||
Members: Mr. Wilder (Chair) Mr. Campbell Mr. Keglevic Mr. Rolph Mr. Sharma | Primary responsibilities: | |||||||
• | Assist the Board with the management and review of matters relating to the financial condition and financing plans of Evergy | |||||||
• | Review Evergy’s financial and regulatory strategies | |||||||
• | Review Evergy’s capital requirements, capital structure and capital allocation | |||||||
• | Review Evergy’s annual budget | |||||||
• | Review risks and mitigation strategies related to budgeting, financing, credit exposures and energy trading and marketing | |||||||
• | Review Evergy’s investor relations program | |||||||
• | Oversee corporate insurance, employee benefits and nuclear decommissioning trusts | |||||||
• | Review Evergy’s tax strategy and treasury practices, and related risks | |||||||
• | Review key performance indicators | |||||||
Nominating, Governance, and Sustainability Committee | 4 Meetings in 2025 93% Attendance | ||||
Members: Ms. Price (Chair) Mr. Isaac Sen. Landrieu Ms. Murtlow | Primary responsibilities: | |||||||
• | Identify and recommend nominees for election to our Board | |||||||
• | Oversee compliance with corporate governance principles and practices | |||||||
• | Oversee the evaluation of the Board and each committee | |||||||
• | Review Evergy’s corporate responsibility activities, and review and recommend to the Board Evergy political expenditures | |||||||
• | Review effectiveness of Evergy’s sustainability, social, and governance programs, including environmental policy and planning matters | |||||||
• | Oversee and set compensation for directors | |||||||
Nuclear and Operations Committee | 4 Meetings in 2025 100% Attendance | ||||
Members:* Ms. Murtlow (Co-Chair) Mr. Scarola (Co-Chair) Mr. Isaac* Sen. Landrieu Ms. Lawrence Mr. Newton Mr. Rolph* Mr. Sharma* | Primary responsibilities: | |||||||
• | Advise and assist the Board in oversight of Evergy’s operations and operational risks, including the operations of Wolf Creek and other power generation resources, power transmission and delivery, safety and physical security, and customer service | |||||||
• | Oversee strategic direction, risk mitigation, performance and regulatory compliance relating to major construction and capital projects | |||||||
• | Advise and assist the Board in oversight of Evergy’s strategy and plans with respect to power supply, power delivery and customer service | |||||||
• | Review Evergy’s compliance with laws, regulations, and standards relating to Evergy’s operations | |||||||
• | Advise and assist the Board in oversight of Evergy’s safety, reliability, risks, and management mitigation activities related to Evergy’s operations | |||||||
* | Effective May 7, 2025, in connection with the Board’s annual reassessment of committee appointments, Mr. Rolph was appointed to the Nuclear and Operations Committee replacing Messrs. Isaac and Sharma thereby reducing the size of the committee from seven to six. |
Corporate Governance Matters | Board Structure | Evergy 2026 Proxy Statement 26 |
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Corporate Governance Practices | ||
Corporate Governance Matters | Corporate Governance Practices | Evergy 2026 Proxy Statement 27 |
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Corporate Governance Matters | Corporate Governance Practices | Evergy 2026 Proxy Statement 28 |
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Director Independence | ||
Corporate Governance Matters | Director Independence | Evergy 2026 Proxy Statement 29 |
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Other Matters | ||
Corporate Governance Matters | Other Matters | Evergy 2026 Proxy Statement 30 |
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Director Compensation | ||
Non-Employee Director Compensation Description of Category | |||||
Annual Cash Retainers – Paid Quarterly(1) | |||||
Annual Base (All Directors) | $120,000 | ||||
Leadership Fees | |||||
Lead Independent Director | $30,000 | ||||
Committee Chair Fees | |||||
Audit | $20,000 | ||||
Compensation and Leadership Development | $20,000 | ||||
Finance | $20,000 | ||||
Nominating, Governance, and Sustainability | $20,000 | ||||
Nuclear and Operations | $20,000 | ||||
Equity Retainers – Paid Annually | |||||
Evergy Common Stock (All Directors)(2) | $160,000 | ||||
(1) | Non-employee directors may elect to have all or part of their cash retainers converted to DSUs (as defined below) under the Long-Term Incentive Plan (“LTIP”). See “Election to Defer Compensation” below for additional information. |
(2) | Annual 2025 non-employee director equity retainers were paid on the first business day following the Company’s annual meeting of shareholders (May 7, 2025). A director joining the Board after the annual meeting of shareholders will not receive annual non-employee director equity retainers until the following year. |
Director Compensation | Evergy 2026 Proxy Statement 31 |
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Current Directors | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | ||||||||||||
B. Anthony Isaac | 148,256 | 160,938 | 459 | 5,000 | 314,653 | ||||||||||||
Paul M. Keglevic | 138,256 | 160,938 | 214 | 0 | 299,408 | ||||||||||||
Mary L. Landrieu | 118,256 | 160,938 | 0 | 0 | 279,194 | ||||||||||||
Sandra A.J. Lawrence | 138,256 | 160,938 | 9,621 | 5,000 | 313,815 | ||||||||||||
Ann D. Murtlow | 138,256 | 160,938 | 0 | 0 | 299,194 | ||||||||||||
Dean A. Newton | 118,256 | 160,938 | 0 | 0 | 279,194 | ||||||||||||
Sandra J. Price | 138,256 | 160,938 | 0 | 5,000 | 304,194 | ||||||||||||
Jonathan D. Rolph | 118,256 | 160,938 | 0 | 5,000 | 284,197 | ||||||||||||
James Scarola | 138,256 | 160,938 | 0 | 0 | 299,194 | ||||||||||||
Neal A. Sharma | 118,256 | 160,938 | 0 | 0 | 279,194 | ||||||||||||
C. John Wilder | 138,256 | 160,938 | 0 | 0 | 299,194 | ||||||||||||
(1) | The amount represents cash retainers for service on the Board and its committees, including chair and lead independent director retainers. As discussed in “Election to Defer Compensation” below, directors may elect to (i) convert all or part of their cash retainers into DSUs (as defined below), or (ii) defer receipt of all or part of their cash retainer. |
(2) | The amount shown is the aggregate grant date fair value of equity granted in 2025 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See note 10 to the consolidated financial statements included in our 2025 Annual Report for a discussion of the assumptions used in calculating these amounts. The amounts reflect the value of equity retainers issued by the Company in 2025, and, as discussed in “Election to Defer Compensation” below, may have been deferred by the director for receipt in a subsequent year. |
(3) | The amounts shown represent the above-market earnings during 2025 on nonqualified deferred compensation. |
(4) | The amounts shown reflect matches by the Company for qualifying charitable contributions made by the directors. No director received any additional perquisites or other personal benefits, or property, totaling greater than $10,000. |
Director Compensation | Evergy 2026 Proxy Statement 32 |
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Director Compensation | Evergy 2026 Proxy Statement 33 |
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Proposal 2 | Approve the 2025 compensation of our named executive officers on an advisory non-binding basis | |||||
☑ | The Board recommends a vote FOR the approval of the executive compensation on an advisory non-binding basis | |||||
Proposal 2 – Advisory Vote on Executive Compensation | Evergy 2026 Proxy Statement 34 |
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Executive Summary of Compensation Matters | ||
• | David A. Campbell, Chairman, President and Chief Executive Officer |
• | W. Bryan Buckler, Executive Vice President and Chief Financial Officer |
• | Charles A. Caisley, Executive Vice President, Utility Operations and Chief Customer Officer |
• | Heather A. Humphrey, Senior Vice President, General Counsel and Corporate Secretary |
• | Cleveland O. Reasoner III, Senior Vice President, Chief Nuclear Officer |
2025 Compensation Program Summary | ||
• | Balanced mix of compensation weighted toward incentivizing performance. |
* | The graphics below do not include special inducement and retention awards. |

Executive Summary of Compensation Matters | Evergy 2026 Proxy Statement 35 |
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• | Annual cash incentives tied to critical financial and operational objectives. |
2025 Annual Incentive Objectives | Measure | Incremental Weighting (Percent) | Weighting (Percent) | Weighted Payout (Percent of Target) | ||||||||||
1. Financial(1) | Adjusted Earnings per Share for Incentive Compensation | 42.5% | 23.4% | |||||||||||
Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation (in millions) | 22.5% | 21.3% | ||||||||||||
2. Safety | DART (Days Away, Restricted, or Transferred Rate) | 6.250% | 12.5% | 11.4% | ||||||||||
PVAR (Preventable Vehicle Accident Rate) | 3.125% | 0.0% | ||||||||||||
Percent of Potential Severe Injury or Fatality (PSIF) Incidents Investigated with Plans on Track | 3.125% | 3.1% | ||||||||||||
3. Operations | SAIDI (minutes interrupted per customer) | 7.500% | 15.0% | 15.0% | ||||||||||
Seasonal Equivalent Forced Outage Rate (EFOR’d) -Summer (June 1 – September 30) | 7.500% | 6.2% | ||||||||||||
-Winter (January 1 – March 31, December 1 – December 31) | 6.2% | |||||||||||||
4. Customer Experience | Customer Experience Surveys (Call Center, IVA, and Website) | 3.750% | 7.5% | 2.4% | ||||||||||
Business Customer Satisfaction Surveys (Top Three Box Score) | 3.750% | 6.4% | ||||||||||||
95.5% | ||||||||||||||
(1) | These measures are not calculated in accordance with GAAP. See Appendix B for a reconciliation to the most comparable measures calculated in accordance with GAAP. |
Name | Base Salary | 2025 Incentive Award at Target (Percent of Annual Base Salary) | 2025 Actual Award as a Percent of Target Bonus | 2025 Actual Award Paid ($) | ||||||||||
Mr. Campbell | $1,125,000 | 125% | 95.5% | $1,342,969 | ||||||||||
Mr. Buckler | $675,000 | 80% | 95.5% | $515,700 | ||||||||||
Mr. Caisley | $585,000 | 70% | 95.5% | $391,073 | ||||||||||
Ms. Humphrey | $562,500 | 65% | 95.5% | $349,172 | ||||||||||
Mr. Reasoner | $625,000 | 60% | 95.5% | $358,125 | ||||||||||
Executive Summary of Compensation Matters | Evergy 2026 Proxy Statement 36 |
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• | Long-Term Incentive Awards Weighted to Performance-Based Incentives. For the 2025 annual grant, we granted long-term incentive awards in the form of restricted stock units (“RSUs”) that will, subject to continued employment, “cliff” vest three years from the respective dates of grant. A significant portion of the RSUs – 70% – were granted as performance-based awards that vest, if at all, based on: |
(1) | Evergy’s total shareholder return (“TSR”) relative to the companies included in the EEI index of electric utility companies (the “EEI Index”) over the three-year performance period (50% of performance-based weighting); |
(2) | Evergy’s 3-year cumulative adjusted EPS measured relative to the Company’s long-term financial plan (42.9% of performance-based weighting); and |
(3) | an environmental measure based on adding renewable energy generation (7.1% of performance-based weighting). |
Name | 2025 Time-Based RSUs | 2025 Performance-Based RSUs (Target) | ||||||
Mr. Campbell | $1,893,375 | $4,417,875 | ||||||
Mr. Buckler | $455,625 | $1,063,125 | ||||||
Mr. Caisley | $307,125 | $716,625 | ||||||
Ms. Humphrey | $270,000 | $630,000 | ||||||
Mr. Reasoner | $285,938 | $667,188 | ||||||
Stakeholder-Focused Modifications to 2026 Compensation Program | ||
• | Safety: (a) Remove Preventable Vehicle Accident Rate (PVAR) from the basket of safety measures, (b) increase the safety weighting of Days Away, Restricted or Transferred (DART) to 70%, and (c) increase the safety weighting of Percent Potential Severe Injury or Fatality (PSIF) Incidents Investigated with Plans on Track to 30% |
• | Financial: Remove earnings neutral energy efficiency program expenses from the Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation |
Strong Compensation Governance Practices | ||
✔ | Alignment between pay and performance | ✔ | Annual risk assessment | |||||||
✔ | Compensation heavily weighted to performance | ✔ | Standard annual equity grant cycle | |||||||
✔ | Regular review of performance against compensation targets and outlook for payouts | ✔ | SEC compliant clawback policy and provisions in award agreements | |||||||
✔ | Independent Committee oversight | ✔ | No employment agreements – NEOs employed at will | |||||||
✔ | Standing Committee executive sessions | ✔ | No stock options | |||||||
✔ | Independent compensation consultant | ✔ | No repricing or backdating of stock options | |||||||
✔ | “Double trigger” change-in-control benefits | ✔ | No dividends for unvested awards | |||||||
✔ | Robust stock ownership guidelines | ✔ | No short selling, hedging or pledging | |||||||
✔ | Board review of succession plans | ✔ | No tax “gross-ups” | |||||||
Executive Summary of Compensation Matters | Evergy 2026 Proxy Statement 37 |
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Compensation Discussion and Analysis | ||
Compensation Philosophy, Objectives, and Process | ||
• | Attract and Retain Highly Qualified Executives. Attract and retain highly qualified executive officers using a competitive pay package, with target total compensation positioned around the market median and opportunities to earn higher levels of total compensation through performance-based incentives. |
• | Pay for Performance. A majority of executive officer compensation is “at-risk” and granted in the form of short-term and long-term incentives. This approach ties executive compensation to the achievement of key financial and operational objectives and creates a strong link between executive officers’ pay and Evergy’s performance. |
• | Reward Long-Term Growth and Sustained Profitability. Align the economic interests of executive officers with those of our shareholders by delivering a significant portion of total compensation in the form of equity-based compensation with long-term vesting that rewards growth and sustained profitability and the creation of shareholder value. |
• | Encourage Teamwork. Reward teamwork and collaboration among executives to benefit customers and shareholders through the alignment of incentives across the executive team. |
Alliant Energy Corporation | CenterPoint Energy, Inc. | Eversource Energy | Portland General Electric Company | ||||||||
Ameren Corporation | CMS Energy Corporation | NiSource Inc. | PPL Corporation | ||||||||
Atmos Energy Corporation | DTE Energy Company | OGE Energy Corp. | TXNM Energy, Inc. | ||||||||
Black Hills Corporation | Entergy Corporation | Pinnacle West Capital Corporation | WEC Energy Group, Inc. | ||||||||
Compensation Discussion and Analysis | Compensation Philosophy, Objectives, and Process | Evergy 2026 Proxy Statement 38 |
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Compensation Discussion and Analysis | Compensation Philosophy, Objectives, and Process | Evergy 2026 Proxy Statement 39 |
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Summary and Analysis of Executive Compensation | ||
Compensation Component | Description | Objective | ||||||||||||
Cash Compensation | ||||||||||||||
Base Salary | ◾ | Fixed compensation that is reviewed annually taking into consideration peer compensation information and individual performance | ◾ | Provide competitive level of fixed cash compensation | ||||||||||
◾ | Recognize job responsibilities and proficiency in role | |||||||||||||
◾ | Aligned within a reasonable range of market median | ◾ | Attract and retain talent | |||||||||||
Short-Term Incentives | ◾ | Variable compensation earned based on performance against pre-established objectives | ◾ | Incentivize behaviors that contribute to achievement of annual financial and operational performance goals in pursuit of shareholder value and strong operational performance | ||||||||||
◾ | Attract and retain talent | |||||||||||||
Equity Compensation | ||||||||||||||
Restricted Stock Units | ◾ | 70% of annual grants are performance-based, and 30% are time-based RSUs | ◾ | Incentivize creation of long-term shareholder value | ||||||||||
◾ | Align compensation with shareholder interests | |||||||||||||
◾ | Annual grants have three year “cliff” vesting | |||||||||||||
◾ | Build stock ownership and create forfeitable retention incentive | |||||||||||||
◾ | Attract and retain talent | |||||||||||||
Other Compensation Components | ||||||||||||||
Deferred Compensation | ◾ | Unfunded, non-qualified plan that allows all officers to defer the receipt of certain cash compensation | ◾ | Provide compensation deferrals in a tax-efficient manner | ||||||||||
◾ | Attract and retain talent | |||||||||||||
Retirement Benefits | ◾ Pension plan* ◾ 401(k) plan | ◾ Provide competitive total rewards package ◾ Attract and retain talent | ||||||||||||
Change-in-Control Benefits | ◾ | Payments in the event of (i) change-in-control and (ii) qualifying termination of employment | ◾ | Facilitate smooth transitions | ||||||||||
◾ | Attract and retain talent | |||||||||||||
Executive Severance Benefits | ◾ | Payments in the event of termination of employment without Cause | ◾ | Align executive interests with shareholder interests | ||||||||||
◾ | Facilitate smooth transitions | |||||||||||||
◾ | Attract and retain talent | |||||||||||||
Other Benefits | ◾ | Financial planning services / health physicals | ◾ | Provide competitive total rewards package | ||||||||||
◾ | Standard benefits, such as medical, life insurance and disability | ◾ | Attract and retain talent | |||||||||||
* | The pension plans were closed to new hires at Kansas City Power & Light Company (“KCP&L”) as of January 1, 2014, and Westar Energy, Inc. (“Westar Energy”) as of May 31, 2018. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 40 |
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Name | 2025 | ||||
Mr. Campbell Chairman, President and Chief Executive Officer | $1,125,000 | ||||
Mr. Buckler Executive Vice President and Chief Financial Officer | $675,000 | ||||
Mr. Caisley Executive Vice President, Utility Operations and Chief Customer Officer | $585,000 | ||||
Ms. Humphrey Senior Vice President, General Counsel and Corporate Secretary | $562,500 | ||||
Mr. Reasoner Senior Vice President, Chief Nuclear Officer | $625,000 | ||||
• | incentives are aligned with the strategic goals approved by the Board; |
• | targets are sufficiently ambitious, but strike an acceptable balance between risk and reward; and |
• | incentive payments, assuming target levels are met, will be consistent with the compensation objectives established by the Committee. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 41 |
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Objective | Measure | Incremental Weight % | Weight % | Threshold 50% | Target 100% | Stretch 150% | Superior 200% | Actual Result | Weighted Payout | ||||||||||||||||||||
1. Financial | Adjusted EPS for Incentive Compensation | 42.5% | $3.82 | $4.02 | $4.17 | $4.32 | $3.84 | 23.4% | |||||||||||||||||||||
Adjusted NFOM (Non-Fuel Operating and Maintenance) Expense for Incentive Compensation | 22.5% | $996.1 | $960.1 | $936.1 | $912.1 | $963.9 | 21.3% | ||||||||||||||||||||||
2. Safety | DART (Days Away, Restricted, or Transferred Rate) | 6.25% | 12.5% | 1.00 | 0.80 | 0.60 | 0.40 | 0.47 | 11.4% | ||||||||||||||||||||
PVAR (Preventable Vehicle Accident Rate) | 3.125% | 1.22 | 1.11 | 1.00 | 0.90 | 1.51 | 0.0% | ||||||||||||||||||||||
Percent of Potential Severe Injury or Fatality (PSIF) Incidents Investigated with Plans on Track | 3.125% | 90% | 100% | N/A | N/A | 100% | 3.1% | ||||||||||||||||||||||
Safety payout reduced by 50% of performance in the event of a fatality. | |||||||||||||||||||||||||||||
3. Operations | SAIDI (System Average Interruption Duration Index) | 7.5% | 106 | 98 | 94 | 90 | 87 | 15.0% | |||||||||||||||||||||
Seasonal Equivalent Forced Outage Rate (EFOR’d) | |||||||||||||||||||||||||||||
-Summer (June 1 – September 30) | 7.5% | 10.6% | 8.6% | 6.6% | 5.6% | 6.3% | 6.2% | ||||||||||||||||||||||
-Winter (January 1 – March 31, December 1 – December 31) | 14.6% | 12.6% | 10.6% | 9.6% | 10.3% | 6.2% | |||||||||||||||||||||||
4. Customer Experience | Customer Experience Surveys (Call Center, IVA, and Website) | 3.750% | 7.5% | 3.68 | 3.78 | 3.83 | 3.88 | 3.71 | 2.4% | ||||||||||||||||||||
Business Customer Satisfaction Surveys (Top Three Box Score) | 3.750% | 90.0% | 92.9% | 94.4% | 95.8% | 95.0% | 6.4% | ||||||||||||||||||||||
Weighted Achievement % | 100.0% | 95.5% | |||||||||||||||||||||||||||
Modifier | ||||||||
Committee discretionary adjustment | +/-10% | No modifications were applied in 2025 | ||||||
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 42 |
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Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 43 |
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Name | Base Salary ($) | 2025 Incentive Award at Target (Percent of Annual Base Salary) | 2025 Actual Award As a Percent of Target bonus | 2025 Annual Award Paid ($) | ||||||||||
Mr. David A. Campbell Chairman, President and Chief Executive Officer | 1,125,000 | 125% | 95.5% | 1,342,969 | ||||||||||
Mr. W. Bryan Buckler Executive Vice President and Chief Financial Officer | 675,000 | 80% | 95.5% | 515,700 | ||||||||||
Mr. Charles A. Caisley Executive Vice President, Utility Operations and Chief Customer Officer | 585,000 | 70% | 95.5% | 391,073 | ||||||||||
Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 562,500 | 65% | 95.5% | 349,172 | ||||||||||
Mr. Cleveland O. Reasoner III Senior Vice President, Chief Nuclear Officer | 625,000 | 60% | 95.5% | 358,125 | ||||||||||
• | align the interests of management directly with those of our shareholders; |
• | focus management’s efforts on performance that will create long-term shareholder value and sustain increases in the price of our common stock and our ability to pay dividends; |
• | provide a competitive long-term incentive opportunity; |
• | offer clear, transparent accounting; and |
• | provide a retention incentive for key employees because the RSUs vest over time and will be forfeited in whole or in part if an officer’s employment terminates prior to vesting. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 44 |
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Performance Objective 1 — Relative Total Shareholder Return | Weighting (Percent) | Threshold (25%) | Target (100%) | Stretch (150%) | Superior (200%) | ||||||||||||
Three Year Relative TSR versus Companies in the EEI Index | 50.0% | 25th Percentile | 50th Percentile | 70th Percentile | 90th Percentile | ||||||||||||
Performance Objective 2 — Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | ||||||||||||
Targets are dollar amount of 3-yr cumulative adjusted EPS | 42.9% | $12.30 | $12.73 | $12.92 | $13.06 | ||||||||||||
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 45 |
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Performance Objective 3 — Environmental | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | ||||||||||||
Additional wind and solar generation (either new development or power purchase agreement (“PPA”) buy-ins) | 7.1% | 250-525 MW (carbon free generating resources) are under contract or in-service (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) by year-end 2027 | 525-800 MW are under contract and / or placed in-service by year-end 2027 (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) | 800 MW or more are placed in-service by year end 2027 with an additional 0 – 300 MW under contract by year-end 2027 (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) | 1,000 MW or more are placed in-service, with 600 MW or more under contract by year-end 2027 (either new development, repowers, purchase PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) | ||||||||||||
2025 Total Target Grant Value | 2025 Time-Based RSUs | 2025 Performance-Based RSUs (Target) | |||||||||||||||
Name | Dollars | Dollars | Units(1) | Dollars | Units(1) | ||||||||||||
Mr. Campbell | 6,311,250 | 1,893,375 | 28,319 | 4,417,875 | 66,077 | ||||||||||||
Mr. Buckler | 1,518,750 | 455,625 | 6,815 | 1,063,125 | 15,901 | ||||||||||||
Mr. Caisley | 1,023,750 | 307,125 | 4,594 | 716,625 | 10,719 | ||||||||||||
Ms. Humphrey | 900,000 | 270,000 | 4,039 | 630,000 | 9,423 | ||||||||||||
Mr. Reasoner | 953,125 | 285,938 | 4,277 | 667,188 | 9,979 | ||||||||||||
(1) | The number of units is calculated using the average closing price of our common stock for the calendar month immediately preceding the grant date that occurs on or around the first business day in March, or $66.86 per share for 2025. |
2025 Total Target Grant Value | 2025 Time-Based RSUs | 2025 Performance-Based RSUs (Target) | |||||||||||||||
Name | Dollars | Dollars | Units | Dollars | Units | ||||||||||||
Mr. Caisley | 700,000 | 700,000 | 9,666 | — | — | ||||||||||||
Mr. Reasoner | 200,000 | 200,000 | 2,762 | — | — | ||||||||||||
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 46 |
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Performance Objective 1 – Total Shareholder Return | Weighting (Percent) | Threshold (25%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | ||||||||||||||||
Three Year Relative TSR versus Companies in the EEI Index | 60.0% | 25th Percentile | 50th Percentile | 70th Percentile | 90th Percentile | 76th Percentile | 99.7% | ||||||||||||||||
Performance Objective 2 – Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | ||||||||||||||||
Targets are dollar amount of 3-yr cumulative adjusted EPS | 33.3% | $11.51 | $12.02 | $12.33 | $12.64 | $11.18 | 0.0% | ||||||||||||||||
Performance Objective 3 — Environmental | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | ||||||||||||||||
Additional wind and solar generation (either new development or PPA buy-ins) | 6.7% | 380 MW are under construction and or in-service (or under contract for PPA buy-in) by year-end 2025 | 381-635 MW are under contract or placed in-service by year-end 2025 (new development or PPA buy-in) | 635 MW are placed in-service with an additional 0 – 300 MW under contract by year-end 2025 (new development or PPA buy-in) | 800 MW are placed in-service, with 450 MW or more under contract by year-end 2025 (new development or PPA buy-in) | 245 MW of wind and solar placed in-service, with 6 MW of additional wholesale solar under contract. 331 MW of solar have received regulatory approval, are under contract, and started IRS qualifying construction | 6.7% | ||||||||||||||||
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 47 |
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Name | Target Amount at Grant (#) | Vested Amount (#) | Value Realized on Vesting ($)(1) | Accrued Dividends ($) | ||||||||||
Mr. Campbell | 58,245 | 61,984 | 4,493,220 | 481,771 | ||||||||||
Mr. Caisley | 10,117 | 10,766 | 780,427 | 83,679 | ||||||||||
Ms. Humphrey | 9,947 | 10,586 | 767,379 | 82,280 | ||||||||||
Mr. Reasoner | 10,577 | 11,256 | 845,947 | 87,487 | ||||||||||
(1) | The value realized on vesting is calculated using the closing price of our common stock on December 31, 2025, or $72.49, which was the last day of the performance period. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 48 |
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• | The AIPs for all employees (including officers) contain an array of measures that focus on the fundamental aspects of our business. |
• | The performance measures for all incentive compensation programs are directly tied to Evergy’s annual and long-term financial results and/or business plans. |
• | The maximum amount payable to non-officer employees under our AIP is modest and balanced. |
• | The design and administration of Evergy’s Energy Partners’ incentive plan includes appropriate risk mitigators, including a mixture of formulaic funding and the discretionary allocation of individual payments by an independent oversight committee, funding based on multiple metrics and a mandatory deferral of 30% of the award. For the 2025 plan year, 70% of the award is paid in March 2026, 20% in March 2027, and 10% in March 2028. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 49 |
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• | The officer compensation program design provides a balanced mix of cash and equity, annual and long-term incentives and multi-faceted performance objectives. |
• | Evergy currently does not grant stock options. |
• | Evergy (for non-officers) and the Committee (for officers) have the ability to adjust cash and equity incentive program payouts if the payouts are not justified by performance. |
• | Evergy has the ability to “clawback” officer annual incentive compensation and LTIP performance awards in the event of a restatement of or other inaccuracy in our financial statements in accordance with our clawback policy. |
• | Officers are subject to share ownership and retention guidelines. All NEOs have met or are on track to meet these requirements. |
• | The Board oversees Evergy’s enterprise risk management and mitigation programs, including the possible impacts of variables on the earnings of Evergy, which are important aspects of Evergy’s incentive compensation plans. |
• | The officers’ AIP and LTIP performance grants have a “stretch” performance level to flatten the steepness of the performance payout curve and further reinforce the appropriate behavioral incentives. |
• | Under the relative TSR performance-based RSUs, any payout is capped at target or 100% if TSR performance is negative even if a greater award is prescribed by the performance objectives. |
• | Independent Committee. The Committee was comprised of four directors at the end of 2025, each of whom is independent under the Nasdaq listing standards, including the enhanced independence standards for members of the compensation committee, and a “non-employee director” under the Exchange Act. |
• | Independent Consultant. For 2025, the Committee directly retained Meridian, an independent compensation consultant, to evaluate, and provide advice with respect to, our executive compensation program. |
• | Executive Sessions. Time is allocated at each regular Committee meeting for the Committee to meet in executive session without the presence of management. The Committee at times will include its independent compensation consultant or other advisors for all or a part of these sessions. |
• | Board Review of Succession. The Committee and Board regularly review succession plans for our executive officers, including our NEOs. |
• | Stock Ownership Guidelines. We have significant stock ownership and holding guidelines for all of our executive officers, to be achieved within five years of their initial appointment as an executive. Our Chief Executive Officer is expected to hold Evergy common stock equal to at least six times base salary within that period. Other executive officers and vice presidents, including the other NEOs, are expected to hold Evergy common stock equal to either two or three times their base salaries, as applicable. |
• | Clawback Policy. We have the ability to recover cash incentive compensation and equity awards from senior executives in the event of a restatement of or other inaccuracy in our financial statements. |
• | Risk Assessment of Compensation Plans. We annually conduct or review a risk assessment to evaluate whether our compensation program creates any risks that may have a material adverse effect on us. |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 50 |
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• | “Double Trigger” Change-in-Control Agreements. Our Change-in-Control Severance Agreements have a “double trigger” that requires both a change-in-control and qualifying termination of employment prior to the payment of severance benefits, if any. |
• | No Tax “Gross-Ups” in Change-in-Control Agreements. The Change-in-Control Severance Agreements that govern future transactions do not contain any excise tax gross-up features. |
• | No Employment Agreements. We do not have employment agreements with any of our executive officers, including the NEOs. |
• | Standardized Equity Grant Schedule. Our annual equity grants occur in early March, which is after we release financial results for the prior fiscal year. In addition, equity incentives that are expressed as a dollar target are converted into equity awards using an average closing price of our stock over the preceding month, which minimizes the ability to use equity grants for speculative purposes. |
• | No Dividend Payments for Unvested Awards. Dividends and/or dividend equivalents are generally not paid on unvested performance awards, unless and until such awards vest. In addition, for time-based equity incentives, dividends that are reinvested in the form of additional time-based equity incentives are forfeited if the incentive does not vest. |
• | No Stock Options. We do not currently grant stock options. |
• | No Repricing or Backdating. If we were to grant stock options in the future, our LTIP prohibits the repricing of stock options without shareholder approval. We also do not backdate equity awards. |
• | Alignment with Shareholder Interests. A significant portion of each executive officer’s compensation depends on our performance in an effort to align the economic interests of our executive officers with the interests of our shareholders. |
• | Short Selling, Hedging and Pledging. Our insider trading policy prohibits all directors, executive officers and employees from engaging in short sales and hedging transactions relating to our common stock, and from pledging |
Compensation Discussion and Analysis | Summary and Analysis of Executive Compensation | Evergy 2026 Proxy Statement 51 |
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Compensation Committee Report | ||
Compensation Committee Report | Evergy 2026 Proxy Statement 52 |
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Executive Compensation Tables | ||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($)(5) | ||||||||||||||||||
Mr. David A. Campbell Chairman, President and Chief Executive Officer | 2025 | 1,123,142 | — | 7,004,446 | 1,342,969 | — | 66,461 | 9,537,018 | ||||||||||||||||||
2024 | 1,056,000 | — | 4,929,101 | 1,207,800 | — | 64,961 | 7,257,862 | |||||||||||||||||||
2023 | 1,055,510 | — | 4,598,132 | 1,424,280 | — | 60,802 | 7,138,724 | |||||||||||||||||||
Mr. W. Bryan Buckler Executive Vice President and Chief Financial Officer | 2025 | 674,596 | — | 1,685,595 | 515,700 | 120 | 177,206 | 3,053,218 | ||||||||||||||||||
2024 | 149,769 | 3,086,658 | 483,120 | — | 51,014 | 3,770,561 | ||||||||||||||||||||
Mr. Charles A. Caisley Executive Vice President, Utility Operations and Chief Customer Officer | 2025 | 584,731 | — | 1,882,926 | 391,073 | 200,238 | 71,489 | 3,130,455 | ||||||||||||||||||
2024 | 551,106 | — | 1,144,511 | 334,548 | 123,170 | 76,741 | 2,230,075 | |||||||||||||||||||
2023 | 532,163 | — | 798,722 | 373,442 | 231,714 | 61,682 | 1,997,724 | |||||||||||||||||||
Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 2025 | 562,096 | — | 998,922 | 349,172 | 201,694 | 62,065 | 2,173,949 | ||||||||||||||||||
2024 | 547,375 | — | 817,075 | 325,649 | 117,346 | 79,224 | 1,886,668 | |||||||||||||||||||
2023 | 540,798 | — | 785,281 | 379,484 | 214,015 | 79,685 | 1,999,264 | |||||||||||||||||||
Mr. Cleveland O. Reasoner III Senior Vice President, Chief Nuclear Officer | 2025 | 624,596 | — | 1,271,192 | 358,125 | 190,993 | 56,515 | 2,501,421 | ||||||||||||||||||
(1) | The amounts shown in this column generally reflect the aggregate grant date fair values of equity awards granted each year, computed in accordance with the FASB ASC Topic 718. See note 10 to the consolidated financial statements included in our 2025 Annual Report, for a discussion of the assumptions used in calculating these amounts. The amounts shown exclude the effect of estimated forfeitures, as required by SEC rules. The number of time-based RSUs and performance-based RSUs awarded in 2025, together with their grant date values, is disclosed in the Grants of Plan-Based Awards during 2025 on page 55. These amounts do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEOs will receive from the long-term incentives. The actual compensation will be based on our common stock price at vesting and the performance level achieved with respect to the performance-based RSUs for the applicable performance period. The amounts shown in this column for 2025 reflect the values at the grant dates of time-based RSUs and performance-based RSUs based upon achieving the target level of performance, which was considered the probable outcome as of the grant date. |
Name | 2025 Performance-based RSUs ($) | ||||
Mr. Campbell | 10,133,658 | ||||
Mr. Buckler | 2,438,611 | ||||
Mr. Caisley | 1,643,894 | ||||
Ms. Humphrey | 1,445,138 | ||||
Mr. Reasoner | 1,530,407 |
(2) | The amounts shown in this column are cash awards earned under the Evergy incentive plans. |
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(3) | The amounts shown in this column include the aggregate of the increase in actuarial values of each of the officer’s benefits under our pension plans, or restoration plans, as applicable, and the above-market earnings on compensation that is deferred on a non-tax qualified basis. These values do not represent cash received by the NEOs in the indicated years. Year-over-year changes in pension value are driven in part by changes in actuarial assumptions. Following are the amounts of these items attributable to each NEO for 2025: |
Name | Change in Pension Value ($) | Change in SERP ($) | Above Market Earnings on Deferred Compensation ($) | ||||||||
Mr. Campbell(a) | — | — | — | ||||||||
Mr. Buckler(a) | — | — | 120 | ||||||||
Mr. Caisley | 82,354 | 117,564 | 320 | ||||||||
Ms. Humphrey | 98,811 | 102,581 | 302 | ||||||||
Mr. Reasoner | 62,867 | 126,763 | 1,363 |
(a) | The pension plans were closed to new hires at KCP&L as of January 1, 2014, and Westar Energy as of May 31, 2018. Since Messrs. Campbell and Buckler’s employment began after those dates, they were not eligible to participate in the pension plans. |
(4) | These amounts include the value of perquisites and personal benefits that are not available on a non-discriminatory basis to all employees, as well as other compensation items discussed in this footnote. The amounts in this column consist of, as applicable for each NEO: (A) employer match of employee contributions to the Company’s 401(k) plans, Messrs. Campbell and Buckler also receive a nonelective employer contribution of 4%; (B) employer match applying the 401(k) matching formula to deferred amounts above the IRS limits to our DCP, as described in the “Nonqualified Deferred Compensation” section of this proxy; (C) financial planning services; (D) parking; (E) matched charitable donations; (F) executive health physicals; and (G) reimbursement for transition expenses pursuant to the offer letter for Mr. Buckler. All amounts shown are in dollars and any variance from the offer letter is due to imputed income timing. |
Name | (A) | (B) | (C) | (D) | (E) | (F) | (G) | Total | ||||||||||||||||||
Mr. Campbell | 35,000 | — | 20,185 | 1,776 | 5,000 | 4,500 | — | 66,461 | ||||||||||||||||||
Mr. Buckler | 35,000 | 48,487 | 18,526 | 1,776 | 5,000 | 4,500 | 63,917 | 177,206 | ||||||||||||||||||
Mr. Caisley | 21,000 | 34,173 | 14,540 | 1,776 | — | — | — | 71,489 | ||||||||||||||||||
Ms. Humphrey | 21,000 | 32,289 | 2,130 | 1,776 | 2,400 | 2,470 | — | 62,065 | ||||||||||||||||||
Mr. Reasoner | 15,750 | 27,445 | 13,320 | — | — | — | — | 56,515 |
(5) | Totals may not sum due to rounding. |
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | ||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | ||||||||||||||||||||||
Mr. Campbell | February 18, 2025(1) | 703,125 | 1,406,250 | 2,812,500 | — | — | — | — | — | ||||||||||||||||||||
March 1, 2025(2) | — | — | — | 19,823 | 66,077 | 132,154 | — | 5,066,829 | |||||||||||||||||||||
March 1, 2025(3) | — | — | — | — | — | — | 28,319 | 1,937,617 | |||||||||||||||||||||
Mr. Buckler | February 18, 2025(1) | 270,000 | 540,000 | 1,080,000 | — | — | — | — | — | ||||||||||||||||||||
March 1, 2025(2) | — | — | — | 4,770 | 15,901 | 31,802 | — | 1,219,306 | |||||||||||||||||||||
March 1, 2025(3) | — | — | — | — | — | — | 6,815 | 466,290 | |||||||||||||||||||||
Mr. Caisley | February 18, 2025(1) | 204,750 | 409,500 | 819,000 | — | — | — | — | — | ||||||||||||||||||||
March 1, 2025(2) | — | — | — | 3,216 | 10,719 | 21,438 | — | 821,947 | |||||||||||||||||||||
March 1, 2025(3) | — | — | — | — | — | — | 4,594 | 314,327 | |||||||||||||||||||||
October 7, 2025(4) | — | — | — | — | — | — | 9,666 | 746,652 | |||||||||||||||||||||
Ms. Humphrey | February 18, 2025(1) | 182,813 | 365,625 | 731,250 | — | — | — | — | — | ||||||||||||||||||||
March 1, 2025(2) | — | — | — | 2,827 | 9,423 | 18,846 | — | 722,569 | |||||||||||||||||||||
March 1, 2025(3) | — | — | — | — | — | — | 4,039 | 276,353 | |||||||||||||||||||||
Mr. Reasoner | February 18, 2025(1) | 187,500 | 375,000 | 750,000 | — | — | — | — | — | ||||||||||||||||||||
March 1, 2025(2) | — | — | — | 2,994 | 9,979 | 19,958 | — | 765,203 | |||||||||||||||||||||
March 1, 2025(3) | — | — | — | — | — | — | 4,277 | 292,637 | |||||||||||||||||||||
October 7, 2025(4) | — | — | — | — | — | — | 2,762 | 213,351 | |||||||||||||||||||||
(1) | Reflects potential payments under our 2025 AIP, measured at the grant date. The actual amounts earned for 2025 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |
(2) | Consists of performance-based RSUs under the LTIP, for the 2025-2027 performance period that vest on March 1, 2028. Performance-based RSUs are payable in common stock, cash, or a combination of stock and cash after the end of the performance period. 50% of RSUs granted are earned based on Evergy’s three-year TSR compared to the companies in the EEI Index, 42.9% of RSUs granted are earned based on Evergy’s cumulative adjusted EPS over the three-year performance period, and the remaining 7.1% of RSUs granted is dependent on achievement of an environmental measure based on adding renewable generation capacity. The awards can range from 0% to 200% of the target number of RSUs granted. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures), reflects the target number of shares and is $84.94 per share for the 50% subject to TSR and $68.4211 per share for the 50% measured according to adjusted EPS and environmental factors. |
(3) | Consists of time-based RSUs under the LTIP that vest on March 1, 2028. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) is $68.4211 per share. |
(4) | Consists of time-based RSUs under the LTIP that vest on October 7, 2028. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) is $77.2452 per share. |
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Stock Awards | ||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | ||||||||||
Mr. Campbell | 140,959 | 10,218,152 | 141,816 | 10,280,242 | ||||||||||
Mr. Buckler | 22,564 | 1,635,678 | 35,549 | 2,576,947 | ||||||||||
Mr. Caisley | 37,329 | 2,706,002 | 23,831 | 1,727,509 | ||||||||||
Ms. Humphrey | 23,107 | 1,675,052 | 21,978 | 1,593,185 | ||||||||||
Mr. Reasoner | 27,405 | 1,986,595 | 23,508 | 1,704,095 | ||||||||||
(1) | Includes reinvested dividends and/or dividend equivalents on RSUs that carry the same restrictions. |
(2) | Reflects time-based RSUs granted by Evergy, that were not vested as of December 31, 2025. The following table provides the grant and vesting dates and number of unvested shares (including reinvested dividend shares) for each of the outstanding grants as of December 31, 2025. Also included are Evergy performance-based RSUs, which, as of December 31, 2025, were earned but not yet vested. |
Name | Grant Date | Vesting Date | Number of Shares That Have Not Vested(e) | ||||||||
Mr. Campbell | March 1, 2023 | March 1, 2026 | 61,984 | ||||||||
March 1, 2023 | March 1, 2026 | 22,077 | |||||||||
March 1, 2024 | March 1, 2027 | 27,469 | |||||||||
March 1, 2025 | March 1, 2028 | 29,430 | |||||||||
Mr. Buckler | October 1, 2024 | October 1, 2026(a) | 15,482 | ||||||||
March 1, 2025 | March 1, 2028 | 7,082 | |||||||||
Mr. Caisley | March 1, 2023 | March 1, 2026 | 10,766 | ||||||||
March 1, 2023 | March 1, 2026 | 3,835 | |||||||||
March 1, 2024 | March 1, 2027 | 4,756 | |||||||||
October 7, 2024 | October 7, 2027(b) | 3,440 | |||||||||
March 1, 2025 | March 1, 2028 | 4,774 | |||||||||
October 7, 2025 | October 7, 2028(c) | 9,758 | |||||||||
Ms. Humphrey | March 1, 2023 | March 1, 2026 | 10,586 | ||||||||
March 1, 2023 | March 1, 2026 | 3,771 | |||||||||
March 1, 2024 | March 1, 2027 | 4,553 | |||||||||
March 1, 2025 | March 1, 2028 | 4,197 | |||||||||
Mr. Reasoner | March 1, 2023 | March 1, 2026 | 11,256 | ||||||||
March 1, 2023 | March 1, 2026 | 4,009 | |||||||||
March 1, 2024 | March 1, 2027 | 4,907 | |||||||||
March 1, 2025 | March 1, 2028 | 4,445 | |||||||||
October 7, 2025 | October 7, 2028(d) | 2,788 | |||||||||
(a) | Mr. Buckler was granted an inducement equity award of RSUs under the LTIP valued at $1.8 million with the number of RSUs calculated based on average closing price of Evergy common stock during September 2024. The first tranche of RSUs vested on October 1, 2025, and the second tranche of RSUs will vest on October 1, 2026. |
(b) | Mr. Caisley received an RSU award with his promotion to Executive Vice President under the LTIP valued at $300,000 with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2024. The first tranche of RSUs vested on October 7, 2025, and the second tranche of RSUs will vest on October 7, 2026. Assuming continued employment through the applicable vesting date, the third tranche of RSUs will vest on October 7, 2027. |
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(c) | Mr. Caisley received an RSU award with his expansion of responsibilities under the LTIP valued at $700,000, with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2025, that will vest on October 7, 2028. |
(d) | Mr. Reasoner received an RSU award with his promotion to Senior Vice President under the LTIP valued at $200,000, with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2025, that will vest on October 7, 2028. |
(e) | Totals may not sum due to rounding. |
(3) | The value of the shares is calculated by multiplying the number of shares by the closing market price as of December 31, 2025, which was $72.49. |
(4) | Reflects, at target, performance-based RSUs granted by Evergy in 2024 and 2025. The following table summarizes the number of performance-based RSUs for each of the outstanding grants, at target, as of December 31, 2025. |
Name | Performance Period | Number of Shares(a) | ||||||
Mr. Campbell | 2024-2026 | 75,739 | ||||||
2025-2027 | 66,077 | |||||||
Mr. Buckler | 2024-2026(b) | 19,648 | ||||||
2025-2027 | 15,901 | |||||||
Mr. Caisley | 2024-2026 | 13,112 | ||||||
2025-2027 | 10,719 | |||||||
Ms. Humphrey | 2024-2026 | 12,555 | ||||||
2025-2027 | 9,423 | |||||||
Mr. Reasoner | 2024-2026 | 13,529 | ||||||
2025-2027 | 9,979 | |||||||
(a) | The number of shares actually earned for each applicable performance period is determined shortly following the end of the performance period based on achievement of the performance objectives. |
(b) | Mr. Buckler was granted an inducement equity award of performance-based RSUs under LTIP valued at $1.2 million pursuant to the 2024 RSU Performance Based Award Agreement, vesting on March 1, 2027. |
Name | Number of Shares Acquired on Vesting (#)(c) | Value Realized on Vesting ($) | ||||||
Mr. Campbell | 30,927 | 2,131,204 | ||||||
Mr. Buckler(a) | 15,337 | 1,169,175 | ||||||
Mr. Caisley(b) | 6,860 | 487,667 | ||||||
Ms. Humphrey | 5,311 | 365,995 | ||||||
Mr. Reasoner | 5,492 | 378,439 | ||||||
(a) | The first tranche of RSUs granted as an inducement to Mr. Buckler pursuant to his offer letter vested on October 1, 2025. |
(b) | The first tranche of RSUs granted to Mr. Caisley as a result of a promotion vested on October 7, 2025. |
(c) | In 2022, Mr. Campbell, Mr. Caisley, Mr. Reasoner, and Ms. Humphrey were awarded performance-based RSUs by Evergy for the 2022 to 2024 performance period. Mr. Buckler was not an employee of Evergy at the time of the grants in 2022 and, therefore, did not participate in the program. The 2022 performance-based RSUs, which achieved a 18.2% payout and vested in March 2025, are reflected in the table. |
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Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
Mr. Caisley | Evergy Retirement Plan | 18.0 | 578,839 | — | ||||||||||
KCP&L SERP | 18.0 | 694,957 | — | |||||||||||
Ms. Humphrey | Evergy Retirement Plan | 18.9 | 702,619 | — | ||||||||||
KCP&L SERP | 18.9 | 798,669 | — | |||||||||||
Mr. Reasoner | Wolf Creek Retirement Plan | — | 405,564 | — | ||||||||||
Wolf Creek Restoration Plan/Supplemental Cash Balance Agreement | — | 1,178,074 | — | |||||||||||
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Age | Rate | ||||
Less than 30 | 4% | ||||
30 and above but less than 35 | 5% | ||||
35 and above but less than 40 | 6% | ||||
40 and above but less than 45 | 7% | ||||
45 and above but less than 50 | 8% | ||||
50 and above but less than 55 | 9% | ||||
55 and above but less than 60 | 10% | ||||
60 or more | 12% | ||||
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Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(1) | Aggregate Balance at Last FYE ($)(4) | ||||||||||||
Mr. Campbell | — | — | — | — | — | ||||||||||||
Mr. Buckler | 259,299 | 48,487 | 6,416 | — | 410,826 | ||||||||||||
Mr. Caisley | 154,462 | 34,173 | 16,957 | (143,988) | 504,803 | ||||||||||||
Ms. Humphrey | 137,229 | 32,289 | 26,022 | (270,080) | 482,228 | ||||||||||||
Mr. Reasoner | 226,433 | 27,445 | 72,201 | — | 326,079 | ||||||||||||
(1) | The entire amount shown for each NEO is included in the 2025 salary and non-equity incentive plan compensation information shown for such person in the Summary Compensation Table. To provide consistency with the Summary Compensation Table, this table shows deferrals of compensation earned in 2025 (whether paid in 2025 or 2026). Mr. Campbell did not participate in the Non-Qualified DCP in 2025. The amounts of 2025 salary deferred are: Mr. Buckler $130,374; Mr. Caisley $115,355; Ms. Humphrey $95,328; and Mr. Reasoner $204,945. The amounts of 2025 deferred non-equity incentive award compensation paid in 2026 are: Mr. Buckler $128,925; Mr. Caisley $39,107; Ms. Humphrey $41,901; and Mr. Reasoner $21,488. Mr. Caisley and Ms. Humphrey received payments of their respective deferred compensation in the amounts shown. |
(2) | The entire amount shown in this column for each NEO is included in the amount shown for each NEO in the “All Other Compensation” column in the Summary Compensation Table. |
(3) | Only the above-market earnings are reported in the Summary Compensation Table. The above-market earnings were: Mr. Buckler, $120; Mr. Caisley, $320; Ms. Humphrey, $302; and Mr. Reasoner, $1,363. |
(4) | The following amounts reported in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years: Mr. Buckler, $96,624 (2024); Mr. Caisley, $161,146 (2024) and $127,206 (2023); and Ms. Humphrey, $156,106 (2024) and $130,089 (2023). Mr. Buckler was not a NEO in 2023 and Mr. Reasoner was not a NEO in 2024 or 2023. |
(5) | Mr. Reasoner previously participated in the Wolf Creek Nuclear Operating Corporation (WCNOC) Deferred Compensation Plan and will continue to receive distributions in accordance with that Plan. Upon becoming an Evergy executive, Mr. Reasoner became eligible to participate solely in the Evergy DCP and no new contributions are made to the Wolf Creek plan. |
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• | any person becomes the beneficial owner of at least 35% of our outstanding voting securities; |
• | a change occurs in the majority of our Board; |
• | a merger, consolidation, reorganization or similar transaction is consummated (unless our shareholders continue to hold at least 60% of the voting power of the surviving entity); or |
• | a complete liquidation, complete dissolution or an agreement for the sale or disposition of substantially all of our assets occurs or is approved by our shareholders (unless our shareholders continue to hold at least 60% of the voting power after such disposition or sale). |
• | we enter into an agreement that, if consummated, would result in a Change-in-Control; |
• | we, or another person, publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change-in-Control; |
• | any person becomes the beneficial owner of 10% or more of our outstanding voting securities; or |
• | our Board, or our shareholders, adopt a resolution approving any of the foregoing matters or approving a Change-in-Control. |
• | fraud, embezzlement or material misappropriation of any funds, confidential information or property; |
• | indictment for or the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, or a misdemeanor involving fraud, embezzlement, theft, misappropriation or failure to be truthful; |
• | any willful action or omission that (i) (a) would constitute grounds for immediate dismissal under any Evergy employment policy, (b) is a material violation of such policy and (c) in the determination of the Committee, could result in damage, liability or reputational harm to Evergy, including use of illegal drugs while on the premises of Evergy, or (ii) is a violation of sexual harassment laws or the internal sexual harassment policy of Evergy; |
• | gross negligence or willful misconduct in performance of duties or in following reasonable instructions of the Board; or |
• | any material breach or violation of any material provision of the restrictive covenants contained in the agreement. |
• | there is any material and adverse reduction or diminution in position, authority, duties or responsibilities below the level provided at any time during the 90-day period before the “protected period;” |
• | there is any reduction in annual base salary after the start of the “protected period” (unless such reduction is in connection with a company-wide reduction); |
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• | there is any material reduction in benefits below the level provided at any time during the 90-day period prior to the “protected period;” |
• | the employee is required to be based at any office or location that is more than 70 miles from where the employee was based immediately before the start of the “protected period;” or |
• | Evergy fails to require any successor to all or substantially all of the Company’s business or assets to assume expressly and agree to perform under the change-in-control agreements. |
Benefit(1)(2) | Mr. Campbell ($) | Mr. Buckler ($) | Mr. Caisley ($) | Ms. Humphrey ($) | Mr. Reasoner ($) | ||||||||||||
Two Times Salary | — | 1,350,000 | 1,170,000 | 1,125,000 | 1,250,000 | ||||||||||||
Three Times Salary | 3,375,000 | — | — | — | — | ||||||||||||
Two Times Bonus | — | 1,080,000(4) | 710,625 | 823,292 | 737,871 | ||||||||||||
Three Times Bonus | 4,398,843(3) | — | — | — | — | ||||||||||||
Annual Bonus | 1,406,250 | 540,000 | 409,500 | 365,625 | 375,000 | ||||||||||||
Retirement Benefit Enhancement(5) | 105,000 | 70,000 | 784,719 | 420,268 | 269,226 | ||||||||||||
Performance Share (Units) Vesting(6) | 15,521,852 | 2,716,264 | 2,635,576 | 2,480,389 | 2,648,758 | ||||||||||||
Restricted Stock (Units) Vesting(7) | 5,724,932 | 1,635,678 | 1,925,546 | 907,673 | 1,170,661 | ||||||||||||
Health and Welfare(8) | 108,205 | 79,908 | 79,718 | 58,589 | 78,126 | ||||||||||||
Accrued Vacation | 101,953 | 28,558 | 62,156 | 34,075 | 54,087 | ||||||||||||
Total | 30,742,035 | 7,500,408 | 7,777,840 | 6,214,911 | 6,583,729 | ||||||||||||
(1) | The NEOs receive two times (three times for CEO) their highest annual base salary during the twelve-month period prior to the date of termination. |
(2) | The NEOs receive two times (three times for CEO) their average annualized annual incentive compensation awards. |
(3) | As Mr. Campbell did not receive any bonus payout prior to 2022, it is not possible to calculate his historical average bonus for purposes of determining his cash severance benefit. Therefore, the average of his 2022, 2023, and 2024 bonus payouts for the 2021, 2022, and 2023 plan years was assumed for this calculation. |
(4) | As Mr. Buckler did not receive a bonus payout prior to 2025, it is not possible to calculate a historical average bonus for purposes of determining a cash severance benefit. Therefore, the 2025 target bonus was assumed for this calculation as he didn’t receive a payout in 2024. |
(5) | For Mr. Caisley and Ms. Humphrey, this amount reflects the present value of the benefit arising from an additional two years of service credited in both the Evergy Retirement Plan and the SERP or Retirement Restoration Plan upon a change-in-control. For Mr. Campbell and Mr. Buckler, the amounts reflect additional years of all non-elective and/or matching contributions that would have been contributed in the applicable 401(k) plan. Mr. Campbell receives the value of three additional years and Mr. Buckler and Mr. Reasoner receive the value of two additional years. |
(6) | In the event of a “change-in-control” and termination of employment without Cause or for “Good Reason”, the LTIP provides that all performance-based RSUs and performance share grants are deemed to have been fully earned. The amounts shown reflect the aggregate target number of performance-based RSUs, valued at the $72.49 closing price of our stock on December 31, 2025, plus accrued cash dividends. |
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(7) | In the event of a change-in-control and termination of employment without Cause or for “Good Reason”, the LTIP provides that all restrictions on restricted stock and RSU grants are removed. The amounts shown reflect the aggregate number of restricted stock (unit) grants outstanding as of December 31, 2025, plus reinvested dividends carrying the same restrictions, valued at the $72.49 closing price of our stock on December 31, 2025. |
(8) | The amounts include medical, accident, disability and life insurance for two years (three years for CEO) following termination and are estimated based on the current premiums for medical coverage and premiums for private insurance coverage for the individuals, as well as for financial advisory services for one year. |
• | one (or two for the Chief Executive Officer) times the officer’s annual base salary in effect on the date of termination; plus |
• | one (or two for the Chief Executive Officer) times the officer’s target annual incentive award with respect to the fiscal year in which the termination occurs; plus |
• | the pro rata portion of the officer’s target annual incentive award for the fiscal year in which the termination occurs, to the extent not theretofore paid; plus |
• | twelve (12) (or twenty-four (24) for the Chief Executive Officer) times Evergy’s monthly COBRA premium cost to cover the officer, and if applicable his or her beneficiaries, under Evergy’s health, vision and dental plans. |
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Benefit | Mr. Campbell ($) | Mr. Buckler ($) | Mr. Caisley ($) | Ms. Humphrey ($) | Mr. Reasoner ($) | ||||||||||||
Salary | 2,250,000 | 675,000 | 585,000 | 562,500 | 625,000 | ||||||||||||
Bonus | 2,812,500 | 540,000 | 409,500 | 365,625 | 375,000 | ||||||||||||
Annual Bonus | 1,406,250 | 540,000 | 409,500 | 365,625 | 375,000 | ||||||||||||
Performance Share Unit Vesting(1) | 8,681,527 | 1,058,262 | 1,490,710 | 1,428,211 | 1,525,767 | ||||||||||||
Restricted Stock (Unit) Vesting(2) | 3,324,228 | 844,042 | 752,906 | 544,897 | 597,598 | ||||||||||||
COBRA(3) | 55,134 | 27,567 | 27,567 | 17,503 | 27,567 | ||||||||||||
Accrued Vacation | 101,953 | 28,558 | 62,156 | 34,075 | 54,087 | ||||||||||||
Optional Outplacement Services | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||
Total | 18,656,592 | 3,738,429 | 3,762,339 | 3,343,436 | 3,605,019 | ||||||||||||
(1) | Under the Severance Plan, a pro-rata portion of any performance-based long-term incentive will vest following completion of the performance period. The amounts shown reflect the pro rata portion of these incentives, at target, valued at the $72.49 closing price of our stock on December 31, 2025, and excludes accrued cash dividends. |
(2) | Under the Severance Plan, a pro-rata portion of any time-based long-term incentive will vest. The amounts shown reflect the pro rata portion of these incentives, plus reinvested dividends carrying the same restrictions, valued at the $72.49 closing price of our stock on December 31, 2025. |
(3) | The CEO is entitled to a cash amount equal to 24 months of COBRA and other currently serving NEOs are entitled to a cash amount equal to 12 months. |
Executive Compensation Tables | Evergy 2026 Proxy Statement 64 |
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Year | Summary Compensation Table Total Compensation for CEO-1 (David Campbell)(1) ($) | Compensation Actually Paid to CEO-1 (David Campbell)(4)(5) ($) | Summary Compensation Table Total Compensation for CEO-2 (Terry Bassham)(2)(6) ($) | Compensation Actually Paid to CEO-2 (Terry Bassham)(4)(5)(6) ($) | Average Summary Compensation Table Total Compensation for Other NEOs(3)(6) ($) | Average Compensation Actually Paid to Other NEOs(5) ($) | Value of initial Fixed $100 Investment based on: | Net Income(9) ($) | Relative Total Shareholder Return Rank(10) | |||||||||||||||||||||||
Evergy’s Cumulative TSR(7) ($) | Peer Group TSR(8) ($) | |||||||||||||||||||||||||||||||
2025 | ||||||||||||||||||||||||||||||||
2024 | ||||||||||||||||||||||||||||||||
2023 | ||||||||||||||||||||||||||||||||
2022 | ||||||||||||||||||||||||||||||||
2021 | ( | |||||||||||||||||||||||||||||||
(1) | The dollar amounts reported in this column are the amounts of total compensation reported for |
(2) | The dollar amounts reported in this column are the amounts of total compensation reported for |
(3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding the Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) 2025: Mr. Buckler, Mr. Caisley, Ms. Humphrey, and Mr. Reasoner; (ii) 2024: Kirkland B. Andrews, former Executive Vice President and Chief Financial Officer, Kevin E. Bryant, former Executive Vice President and Chief Operating Officer, Mr. Buckler, Mr. Caisley, Ms. Humphrey, and Mr. Ley; (iii) 2023: Mr. Andrews, Mr. Bryant, Mr. Caisley, and Ms. Humphrey; (iv) 2022: Mr. Andrews, Mr. Bryant, Mr. Caisley, Ms. Humphrey, and Gregory A. Greenwood, former Executive Vice President and Chief Strategy Officer; and (v) 2021: Mr. Andrews, Mr. Bryant, Mr. Caisley, Mr. Greenwood, and Anthony D. Somma, former Executive Vice President and Chief Financial Officer. |
(4) | In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported in the table above for the current year to determine compensation actually paid (totals may not sum due to rounding): |
2025 | ||||||||
Average Other NEOs | CEO-1 (Campbell) | |||||||
Reported Summary Compensation Table Totals | ||||||||
Calculations/Adjustments | ||||||||
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable fiscal year (“FY”) | ||||||||
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value” and “Change in SERP” amounts Column of the Summary Compensation Table for Applicable FY | ||||||||
Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | ||||||||
Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY | ||||||||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | ||||||||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY | ||||||||
Deduction based on ASC 718 Fair Value for Awards Granted during Prior FY that were Forfeited during Applicable FY | ||||||||
Increase for Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | ||||||||
Increase for Incremental Fair Value of Options/SARs Modified during Applicable FY | ||||||||
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | ||||||||
Total Adjustments per Fiscal Year | ||||||||
Compensation Actually Paid per Fiscal Year | ||||||||
Executive Compensation Tables | Evergy 2026 Proxy Statement 65 |
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(5) | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our Chief Executive Officer and the average amount of “compensation actually paid” to our NEOs as a group (excluding our Chief Executive Officer) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or other NEOs during the applicable year. Refer to the table above entitled “Calculation of Compensation Actually Paid” for the adjustments made to the total compensation reported for each year to determine the compensation actually paid as reported in accordance with the requirements of Item 402(v) of Regulation S-K. Assumptions made in the valuation of performance-based RSUs that vest based on Evergy’s relative TSR reflected in the calculation of Compensation Actually Paid are as follows: |
Fair Value at 12/31/2021 | |||||||||||
Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | |||||||||
2020 grant | |||||||||||
2021 grant | |||||||||||
Fair Value at 12/31/2022 | |||||||||||
Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | |||||||||
2021 grant | |||||||||||
2022 grant | |||||||||||
Fair Value at 12/31/2023 | |||||||||||
Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | |||||||||
2022 grant | |||||||||||
2023 grant | |||||||||||
Fair Value at 12/31/2024 | |||||||||||
Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | |||||||||
2023 grant | |||||||||||
2024 grant | |||||||||||
Fair Value at 12/31/2025 | |||||||||||
Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | |||||||||
2024 grant | |||||||||||
2025 grant | |||||||||||
(6) | The 2021 Summary Compensation Table amounts for Mr. Bassham and Mr. Somma include the change in pension value and above market earnings on deferred compensation which were not included in the Summary Compensation Table previously. |
(7) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
(8) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used in this measurement is the S&P 500 Electric Utility Index. |
(9) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
(10) | The Company Selected Measure represents the |
Executive Compensation Tables | Evergy 2026 Proxy Statement 66 |
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• |
• |
• |
• |
1. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s cumulative TSR. |

Executive Compensation Tables | Evergy 2026 Proxy Statement 67 |
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2. | The following graph compares the Company’s TSR versus the peer group’s cumulative TSR. |

3. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s net income. |

Executive Compensation Tables | Evergy 2026 Proxy Statement 68 |
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4. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s Relative TSR Rank (Company selected measure). |

Executive Compensation Tables | Evergy 2026 Proxy Statement 69 |
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CEO Pay Ratio | ||
CEO Pay Ratio | Evergy 2026 Proxy Statement 70 |
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Proposal 3 | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 | |||||
☑ | The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP for 2026 | |||||
Information Regarding Audit Matters | ||
Fee Category | 2025 | 2024 | ||||||
Audit Fees | $5,334,525 | $4,776,567 | ||||||
Audit-Related Fees | $85,000 | $81,000 | ||||||
Tax Fees | $95,390 | $103,452 | ||||||
All Other Fees | $1,895 | $1,895 | ||||||
Total Fees: | $5,516,810 | $4,962,914 | ||||||
Proposal 3 - Ratification of Appointment of Deloitte & Touche LLP | Evergy 2026 Proxy Statement 71 |
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Proposal 3 - Ratification of Appointment of Deloitte & Touche LLP | Evergy 2026 Proxy Statement 72 |
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Audit Committee Report | ||
• | reviewed and discussed the audited financial statements and the report on internal control over financial reporting with management, the Company’s chief audit executive and Deloitte & Touche, including a discussion of the reasonableness of critical accounting judgments and estimates, the overall quality and adequacy of the Company’s internal controls over financial reporting, and the organizational structure and responsibilities of the Company’s internal audit function; |
• | discussed with Deloitte & Touche the matters required to be discussed by SEC regulations and by the applicable standards adopted by the PCAOB; and |
• | received the written disclosures and the letter from Deloitte & Touche required by applicable requirements of the PCAOB regarding Deloitte & Touche’s communications with the Audit Committee concerning independence and discussed with Deloitte & Touche its independence from management and the Company and its subsidiaries. |
Audit Committee Report | Evergy 2026 Proxy Statement 73 |
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Audit Committee | |||
Paul M. Keglevic, Chair James Scarola Neal A. Sharma C. John Wilder | |||
Audit Committee Report | Evergy 2026 Proxy Statement 74 |
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Security Ownership of Directors, Management and Beneficial Owners | ||
Name | Beneficially Owned Shares (#) | Share Equivalents to be Settled in Stock (#) | Total Share Interest (#) | Percent Of Class (%) | ||||||||||
Named Executive Officers | ||||||||||||||
David A. Campbell | 160,100(1) | 82,133(2) | 242,233(2) | * | ||||||||||
W. Bryan Buckler | 9,551 | 28,750(2) | 38,301(2) | * | ||||||||||
Charles A. Caisley | 49,054(3) | 27,262(2) | 76,316(2) | * | ||||||||||
Heather A. Humphrey | 48,940 | 12,482(2) | 61,422(2) | * | ||||||||||
Cleveland O. Reasoner III | 23,815 | 15,981 | 39,796 | * | ||||||||||
Directors and Nominees | ||||||||||||||
B. Anthony Isaac | 56,247 | 4,136(4) | 60,383 | * | ||||||||||
Paul M. Keglevic | — | 16,854(4) | 16,854 | * | ||||||||||
Mary L. Landrieu | 9,368 | 2,641(4) | 12,009 | * | ||||||||||
Sandra A.J. Lawrence | 480 | 74,627(4) | 75,107 | * | ||||||||||
Ann D. Murtlow | 2,311 | 25,136(4) | 27,447 | * | ||||||||||
Dean A. Newton | 2,311 | — | 2,311 | * | ||||||||||
Sandra J. Price | — | 27,421(4) | 27,421 | * | ||||||||||
Jonathan D. Rolph | 2,240(5) | 4,147(4) | 6,387 | * | ||||||||||
James Scarola | 9,833 | — | 9,833 | * | ||||||||||
Neal A. Sharma | 5,353 | — | 5,353 | * | ||||||||||
C. John Wilder | 2,657,473(6) | 25,714(4) | 2,683,187 | * | ||||||||||
All Evergy Directors and Executive Officers as a Group (20 persons)(7) | 3,489,993 | * | ||||||||||||
* | Less than one percent. |
(1) | Amount includes 10,000 and 7,850 shares of directly held common stock purchased on March 3, 2021, and September 23, 2021, respectively. |
(2) | Amounts reflect RSUs that settle in shares upon vesting. |
(3) | Includes 418 and 59 shares of Evergy common stock held indirectly through ownership of spouse and child, respectively. |
(4) | Includes equity that was deferred pursuant to a non-employee director deferred compensation plan that will settle in stock on a 1-for-1 basis and be distributed following termination of service on the Board pursuant to elections made by the director. |
(5) | Includes 1,440 shares of Evergy common stock held indirectly through gift trusts. |
(6) | Includes 2,657,473 shares of Evergy common stock owned by BEP Special Situations V LLC. Mr. Wilder may be deemed to beneficially own such shares as he is the manager of Bluescape Resources GP Holdings LLC, which is the managing member of Bluescape Energy Partners IV GP LLC (“Main Fund”), and Main Fund is acting as the manager of BEP Special Situations V LLC. Mr. Wilder disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(7) | Also includes current Evergy executive officers who are not named executive officers. |
Security Ownership | Evergy 2026 Proxy Statement 75 |
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Name and Address | Beneficial Ownership of Common Stock (Based on Schedule 13G/A Filing) | Percentage of Class (%)(4) | ||||||
Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 | 30,757,337 | 13.4% | ||||||
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001 | 17,133,688 | 7.4% | ||||||
State Street Corporation(3) State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114 | 16,465,218 | 7.1% | ||||||
(1) | Based solely on information provided in the most recent Schedule 13G/A filed by The Vanguard Group (“Vanguard”) and its affiliated reporting persons on February 13, 2024. The Vanguard Schedule 13G/A states that as of December 29, 2023, the reporting persons collectively held sole voting power with respect to 0 shares, shared voting power with respect to 392,357 shares, sole dispositive power with respect to 29,679,968 shares, shared dispositive power with respect to 1,077,369 shares and an aggregate beneficial ownership of 30,757,337 shares. |
(2) | Based solely on information provided in the most recent Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) and its affiliated reporting persons on January 26, 2024. The BlackRock Schedule 13G/A states that as of December 31, 2023, the reporting persons collectively held sole voting power with respect to 16,287,674 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 17,133,688 shares, shared dispositive power with respect to 0 shares and an aggregate beneficial ownership of 17,133,688 shares. |
(3) | Based solely on information provided in the most recent Schedule 13G/A filed by State Street Corporation (“State Street”) and its affiliated reporting persons on October 14, 2024. The State Street Schedule 13G/A states that as of September 30, 2024, the reporting persons collectively held sole voting power with respect to 0 shares, shared voting power with respect to 12,475,857 shares, sole dispositive power with respect to 0 shares, shared dispositive power with respect to 16,464,120 shares and an aggregate beneficial ownership of 16,465,218 shares. |
(4) | The percentage is based on approximately 230,284,149 shares of our common stock outstanding as of February 28, 2026. |
Security Ownership | Evergy 2026 Proxy Statement 76 |
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Frequently Asked Questions | ||
☑ FOR | The election of the 12 nominees named in this proxy statement as directors | ||||
☑ FOR | An advisory non-binding resolution approving the 2025 compensation of our named executive officers as disclosed in the proxy statement (a “say on pay resolution”) | ||||
☑ FOR | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 | ||||
Frequently Asked Questions | Evergy 2026 Proxy Statement 77 |
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• | We encourage questions. Shareholders may submit a question online during the 2026 Annual Meeting, following the instructions below. During the 2026 Annual Meeting, we will answer as many shareholder questions as time permits. |
• | We believe in transparency. Following the 2026 Annual Meeting, we will post to our investor relations website a replay and a transcript of the 2026 Annual Meeting (including the question and answer session), as well as final voting results. In addition, a list of shareholders entitled to vote at the 2026 Annual Meeting will be made available during the meeting at the website referenced below. |
• | We facilitate your participation. We will offer live technical support for all shareholders during the 2026 Annual Meeting. |
• | Attend the 2026 Annual Meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/EVRG2026. |
• | The 2026 Annual Meeting will begin at 10:00 a.m. Central Daylight Time, with log-in beginning at 9:45 a.m. on May 5, 2026. |
• | Shareholders will need to use the 16-digit control number on their notice of internet availability, proxy card or voting instruction form, or in the instructions received via email in order to log into www.virtualshareholdermeeting.com/EVRG2026. |
• | We encourage you to access the 2026 Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:45 a.m. Central Daylight Time on May 5, 2026. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Please note that if you do not have your control number |
Frequently Asked Questions | Evergy 2026 Proxy Statement 78 |
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Frequently Asked Questions | Evergy 2026 Proxy Statement 79 |
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• | vote via the internet by following the voting instructions on the proxy card or Notice; |
• | vote by calling the toll-free number on the proxy card or Notice; |
• | vote by completing and returning your proxy card in the enclosed envelope; or |
• | vote during the virtual shareholder meeting. |
Frequently Asked Questions | Evergy 2026 Proxy Statement 80 |
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Frequently Asked Questions | Evergy 2026 Proxy Statement 81 |
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i. | the realized losses, unrealized losses and impairment losses from non-regulated investments in early-stage clean energy and energy solution companies and costs related to the disposal of these investments; |
ii. | the mark-to-market impacts of economic hedges related to Evergy Kansas Central Inc.’s (“Evergy Kansas Central”) 8% ownership share of Jeffrey Energy Center; and |
iii. | the costs incurred in the fourth quarter 2024 resulting from the realignment of the executive operations corporate structure. |
Earnings (Loss) | Earnings (Loss) per Diluted Share | Earnings (Loss) | Earnings (Loss) per Diluted Share | |||||||||||
Year Ended December 31 | 2024 | 2025 | ||||||||||||
(millions, except per share amounts) | ||||||||||||||
Net income attributable to Evergy, Inc. | $873.5 | $3.79 | $855.6 | $3.66 | ||||||||||
Non-GAAP reconciling items: | ||||||||||||||
Losses from investments in early-stage clean energy and energy solution companies, pre-tax(a) | — | — | 49.0 | 0.22 | ||||||||||
Mark-to-market impact of Jeffrey Energy Center economic hedges, pre-tax(b) | 2.6 | 0.01 | — | — | ||||||||||
Executive operations team realignment, pre-tax(c) | 2.5 | 0.01 | — | — | ||||||||||
Income tax benefit(d) | (0.7) | — | (10.8) | (0.05) | ||||||||||
Adjusted earnings (non-GAAP) | $877.9 | $3.81 | $893.8 | $3.83 | ||||||||||
(a) | Reflects realized losses, unrealized losses and impairment losses of $48.7 million from non-regulated investments in early-stage clean energy and energy solution companies that are included in investment earnings (loss) on the consolidated statements of comprehensive income and $0.3 million of costs related to the disposal of these investments that are included in operating and maintenance expense on the consolidated statements of comprehensive income. Evergy has initiated a process to dispose of these investments. |
(b) | Reflects mark-to-market gains or losses related to forward contracts for natural gas and electricity entered into as economic hedges against fuel price volatility related to Evergy Kansas Central’s non-regulated 8% ownership share of Jeffrey Energy Center that are included in operating revenues on the consolidated statements of comprehensive income. |
(c) | Reflects costs incurred associated with the realignment of the executive operations corporate structure that are included in operating and maintenance expense and taxes other than income tax on the consolidated statements of comprehensive income. |
(d) | Reflects an income tax effect calculated at a statutory rate of approximately 22%. |
Appendix A | Evergy 2026 Proxy Statement A-1 |
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Year Ended December 31, 2025 | |||||
Earnings per diluted share attributable to Evergy, Inc. | $3.66 | ||||
Non-GAAP reconciling items: | |||||
Losses from investments in early-stage clean energy and energy solution companies, pre-tax | $0.22 | ||||
Incentive compensation expenses, pre-tax | $0.12 | ||||
Incentive compensation expenses at target, pre-tax | ($0.11) | ||||
Income tax benefit and rounding | ($0.05) | ||||
Adjusted EPS for incentive compensation (non-GAAP) | $3.84 | ||||
(Dollars in millions) | Year Ended December 31, 2025 | ||||
Operating and maintenance expense | $995.3 | ||||
Non-GAAP reconciling items: | |||||
Energy efficiency program expenses over target | (2.7) | ||||
Short-term incentive compensation expenses | (28.7) | ||||
Adjusted non-fuel operating and maintenance expense for incentive compensation (non-GAAP) | $963.9 | ||||
Appendix B | Evergy 2026 Proxy Statement B-1 |
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FAQ
When and how will Evergy (EVRG) hold its 2026 Annual Meeting?
What proposals are Evergy (EVRG) shareholders voting on at the 2026 meeting?
How did Evergy (EVRG) describe its 2025 operational and financial performance?
What growth and infrastructure initiatives did Evergy (EVRG) highlight for 2025?
How is the Evergy (EVRG) Board structured and how many directors are independent?
What are key executive and director compensation practices at Evergy (EVRG)?
What ESG and sustainability commitments did Evergy (EVRG) emphasize in the proxy?


















