View:

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.)

Filed by the Registrant o
Filed by a Party other than the Registrant o

Check the appropriate box:

o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
Evergy, Inc.
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
 
 
 
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
o
Fee paid previously with preliminary materials.
 
 
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

   

TABLE OF CONTENTS


 

TABLE OF CONTENTS


Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105

March 20, 2020

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Evergy, Inc. The meeting will be held at 10:00 a.m., local time, on Tuesday, May 5, 2020, at our Cedar Point Training Facility, located at 10058 Raytown Road, Kansas City, Missouri 64134.

At this meeting, you will be asked to:

1.Elect the nominees named in the attached proxy statement as directors;
2.Provide an advisory non-binding vote to approve the 2019 compensation of our named executive officers;
3.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020; and
4.Transact any other business as may properly come before the meeting or any adjournments or postponements thereof.

The attached Notice of Annual Meeting and proxy statement describe the business to be transacted at the meeting. Please review these materials and vote your shares.

Your vote is important. I encourage you to complete, sign, date and return your proxy card or use telephone or internet voting prior to the annual meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

 
Sincerely,
 

 
Terry Bassham
 
President and Chief Executive Officer

TABLE OF CONTENTS

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

TABLE OF CONTENTS


Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 
Date:
Tuesday, May 5, 2020
 
 
Time:
10:00 a.m. (Central Daylight Time)
 
 
Place:
Cedar Point Training Facility
10058 Raytown Road
Kansas City, Missouri 64134
 

PROXY STATEMENT

This proxy statement, the accompanying proxy card and our 2019 Annual Report are made available to, and mailed, beginning on or about March 20, 2020, to holders of our common stock for the solicitation of proxies by our Board of Directors (“Board”) for the 2020 annual meeting of shareholders (the “2020 Annual Meeting”). Shareholders of record at the close of business on February 25, 2020, are entitled to notice of, and to vote at, the 2020 Annual Meeting or any adjournment thereof. The Board encourages you to read this document carefully and take this opportunity to vote on the matters to be decided at the 2020 Annual Meeting.

In this proxy statement, we refer to Evergy, Inc. as “we,” “us,” “our,” “Company,” or “Evergy,” unless the context clearly indicates otherwise.

 
By Order of the Board of Directors,
 

 
Heather A. Humphrey
Senior Vice President, General Counsel and
Corporate Secretary
 
We intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations website at evergyinc.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.
 
Important Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to Be Held on May 5, 2020:
   
This proxy statement and our 2019 Annual Report are available at
https://materials.proxyvote.com/30034W
 

Notice of Annual Meeting of Shareholders     Proxy Statement | Evergy 2020 Proxy Statement   1

TABLE OF CONTENTS

   

Proxy Statement Summary

This section is a summary, and you should read the entire proxy statement before voting.

Voting Matters and Board Recommendations

Agenda Item
Board Vote
Recommendation
Page
1:
Elect the nominees named in the proxy statement as directors
FOR each
nominee
2:
Approve on an advisory non-binding basis the 2019 compensation of our named executive officers
FOR
3:
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020
FOR

Although management is not aware of any other business to be conducted at the 2020 Annual Meeting, shareholders may be asked to vote on such other business as may properly come before the meeting.

About Evergy

Evergy, Inc. (NYSE: EVRG), a public utility holding company, engages in the generation, transmission, distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri. Our 2019 Annual Report contains additional information about our businesses.

2019 Financial and Operational Highlights

Evergy’s mission is to empower a better future. Our vision is to become the best energy company for all of our stakeholders, including our employees, customers and shareholders, and the communities that we are fortunate to serve. Highlights from 2019, which was the first full fiscal year of combined operations following the merger of Great Plains Energy Incorporated (“Great Plains Energy”) and Westar Energy, Inc. (“Westar Energy”), include:

Exceeded Planned Merger Savings. We exceeded our 2019 net merger savings target of $110 million, ending the year at $150 million, or 36% above target.
Continued Dividend Growth. We raised our dividend by 6.3% to an indicated annual rate of $2.02 per share.
Returned Capital to Shareholders. We returned over $2 billion in capital to our shareholders through share repurchases and dividends.
Successful Execution of Capital Allocation Plan. We executed our capital allocation plan by investing $1.2 billion in infrastructure to maintain customer reliability, as well as continued our share repurchase program that was announced as part of our merger.
Continued Leader in Environmental Stewardship. We announced a goal to reduce carbon emissions by 80% by 2050 from 2005 levels. We have already made significant investments in protecting the environment and have reduced, from 2005 levels, carbon dioxide emissions by ~45%, sulfur dioxide emissions by ~98% and nitrogen oxide emissions by ~87%.
Sustainable Generation. As of the end of 2019, Evergy’s utility subsidiaries owned or purchased more than 3,600 megawatts of renewable generation, most of which comes from the wind that is abundant in our service territory. Evergy produces about a third of our customers’ power annually from renewable sources and, when combined with the production from our Wolf Creek nuclear facility, nearly half of the power we provide to homes and businesses comes from emission-free sources.
Enhanced Corporate Governance in Response to Shareholder Engagement. Based on feedback from investors, we adopted a market-standard “proxy access” by-law provision that allows shareholders to include nominees for our Board in our proxy statement. We also implemented “majority voting” whereby, in uncontested elections, directors are only elected to our Board if they receive a majority of the votes cast at an annual meeting. We also began Board refreshment by appointing one independent director in 2019 and recently appointing two additional independent directors.

Proxy Statement Summary    Evergy 2020 Proxy Statement   2

TABLE OF CONTENTS

Corporate Governance (p. 16)

Our Board seeks to maintain strong corporate governance features, including the following:

Annual election of directors
Board oversight of risk management
Majority voting in uncontested elections
Board oversight of environmental disclosures
Proxy access
Carbon emission reduction goal
Separate Chair and CEO
Transparent environmental disclosures
Lead Independent Director
CEO oversight of diversity / inclusion
Independent committee chairs
Robust stock ownership requirements
Standing executive sessions
No shareholder rights plan or poison pill
Diverse Board, including four female directors
No short selling, hedging or pledging
Annual self-evaluations
Board oversight of political spending
Mandatory retirement / tenure policy
Disclosure of political spending

Recent Developments

On February 28, 2020, Evergy entered into an agreement (the “Agreement”) with affiliates of Elliott Management Corporation (“Elliott”), which as of that date owned an economic interest equal to approximately 10 million shares of Evergy common stock. As part of the Agreement and our ongoing board refreshment process, Evergy agreed, among other things, to increase the number of directors on the Board from fifteen to seventeen, and appoint Paul M. Keglevic and Kirkland B. Andrews to fill the newly-created directorships effective, March 3, 2020. The Agreement further provides that the size of the Board will be reduced to thirteen directors at the 2020 Annual Meeting, and reduced to twelve directors in 2021. To accommodate the new Board size, Charles Q. Chandler IV, Gary D. Forsee, Scott D. Grimes and John J. Sherman are not standing for re-election at the 2020 Annual Meeting. Our Board thanks Messrs. Chandler, Forsee, Grimes and Sherman for their many years of exemplary service.

Pursuant to the Agreement, the Board has also formed a new Strategic Review & Operations Committee (the “Strategic Committee”) with a mandate to explore ways to enhance long-term shareholder value, including through a potential strategic combination or an enhanced long-term standalone operating plan and strategy. The Strategic Committee is co-chaired by John A. Stall and Paul M. Keglevic, and also includes Terry Bassham and Kirkland B. Andrews. The Agreement requires certain public disclosures around the outcome of the Strategic Committee’s process.

Under the Agreement, Elliott has agreed to certain customary standstill provisions, and Elliott and Evergy have agreed to mutual non-disparagement provisions, effective until November 2, 2020, subject to potential extension, certain exceptions and early termination upon certain specified events. During such period, Elliott has also agreed to vote its and its controlled affiliates’ shares of common stock of Evergy in favor of each director nominated and recommended by the Board, against any proposals or resolutions to remove any member of the Board and otherwise in accordance with the recommendation of the Board, other than with respect to certain extraordinary transactions.

The Agreement is more fully described in the Company’s Current Report on Form 8-K filed on March 2, 2020 with the Securities and Exchange Commission (“SEC”).

Proxy Statement Summary    Evergy 2020 Proxy Statement   3

TABLE OF CONTENTS

Director Nominees (p. 6)
Director Nominees
Principal Occupation
Age
Director
Since
Audit
Compensation
and
Leadership
Development
Nominating,
Governance,
and Corporate
Responsibility
Finance
Nuclear,
Operations,
and
Environmental
Oversight
Strategic
Review &
Operations
Mark A. Ruelle
Chairman
Chairman of the Board and
Former President and Chief
Executive Officer, Westar
Energy
58
2011
 
 
 
 
 
Terry Bassham
President and Chief Executive
Officer, Evergy, Inc.
59
2011
 
 
 
 
Kirkland B. Andrews
Independent
Executive Vice President and
Chief Financial Officer,
NRG Energy, Inc.
52
2020
 
 
 
Mollie Hale Carter
Independent
Chairman, Chief Executive
Officer and President, FirstSun
Capital Bancorp; Chairman,
Sunflower Bank
58
2003
 
 
 
 
Richard L. Hawley
Independent
Former Executive Vice
President and Chief Financial
Officer, Nicor Inc. and Nicor Gas
71
2011
 
 
 
 
Thomas D. Hyde
Independent
Former Executive Vice
President, Legal, Compliance,
Ethics and Corporate Secretary,
Wal-Mart Stores, Inc.
71
2011
Chair
 
 
 
 
B. Anthony Isaac
Independent
Former Senior Vice President
and Head of Select Service
Strategy and Development,
Hyatt Hotels Corporation
67
2003
 
 
Chair
 
Paul M. Keglevic
Independent
Former Chief Executive Officer
and Executive Vice President,
Chief Financial Officer and
Chief Risk Officer,
Energy Future Holdings, Inc.
66
2020
 
 
 
Co-Chair
Sandra A.J. Lawrence
Independent
Former Executive Vice
President and Chief
Administrative Officer,
Children’s Mercy Hospital
62
2004
 
Chair
 
 
 
Ann D. Murtlow
Independent
President and Chief Executive
Officer, United Way of Central
Indiana
59
2013
 
 
Chair
 
Sandra J. Price
Independent
Former Senior Vice President,
Human Resources, Sprint
Corporation
61
2016
 
 
 
 
S. Carl Soderstrom Jr.
Independent
Former Senior Vice President
and Chief Financial Officer,
ArvinMeritor
66
2010
 
 
 
John Arthur Stall
Independent
Former President, NextEra
Energy, Inc. Nuclear Division
65
2019
 
 
 
Co-Chair

We believe each of our director nominees exhibits practical wisdom and thoughtfulness in decision-making, mature and sound judgment and financial acumen and, based on their diverse experiences, are aligned with a set of competencies that our Board has determined is conducive to enhancing shareholder value. Additional information about our directors and their competencies can be found under “Proposal 1 — Election of Directors.”

Proxy Statement Summary    Evergy 2020 Proxy Statement   4

TABLE OF CONTENTS

Executive Compensation Highlights (p. 27)

Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking, to attract and retain highly qualified executives, pay for performance, reward long-term growth and sustained profitability and encourage teamwork. Consistent with these objectives, as shown below, a high percentage of fiscal 2019 total target direct compensation is based on performance.


Set forth below is a summary of key fiscal 2019 compensation decisions for our named executive officers:

Named Executive Officer
Base Salary
Annual Cash
Incentive Payout
Long-Term
Incentive Grants
Mr. Terry Bassham
President and Chief Executive Officer
$950,000
$1,154,250
$3,800,000
No change from 2018
Target = 100% Base Salary
Payout = 121.5% of Target
Target = 400% Base Salary
75% performance-based
Mr. Kevin E. Bryant
Executive Vice President and Chief Operating Officer
$520,000
$505,440
$780,000
No change from 2018
Target = 80% Base Salary
Payout = 121.5% of Target
Target = 150% Base Salary
75% performance-based
Mr. Greg A. Greenwood
Executive Vice President, Strategy and Chief Administrative Officer
$520,000
$505,440
$780,000
No change from 2018
Target = 80% Base Salary
Payout = 121.5% of Target
Target = 150% Base Salary
75% performance-based
Mr. Anthony D. Somma
Executive Vice President and Chief Financial Officer
$495,000
$481,140
$742,500
No change from 2018
Target = 80% Base Salary
Payout = 121.5% of Target
Target = 150% Base Salary
75% performance-based
Ms. Heather A. Humphrey
Senior Vice President, General Counsel and Corporate Secretary
$484,000
$382,239
$629,200
No change from 2018
Target = 65% Base Salary
Payout = 121.5% of Target
Target = 130% Base Salary
75% performance-based

Our Compensation and Leadership Development Committee (which we refer to as the “Committee” when describing our executive compensation program) believes our executive compensation program also features best-in-class governance practices, such as:

Alignment between pay and performance
Clawback provisions
Compensation incentivizes performance
Standard annual equity grant cycle
Independent Committee oversight
No employment contracts
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 oversight of succession plans
No tax “gross-ups”
Annual risk assessment
 
 

Proxy Statement Summary    Evergy 2020 Proxy Statement   5

TABLE OF CONTENTS

   

Proposal
1
Election of Directors
The Board recommends a vote FOR each of the director nominees
Director Nominee Biographies

The following summarizes the business experience of each nominee for at least the last five years, and the specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director. The Board believes that the items noted for each nominee demonstrate his or her superior leadership, high performance standards, mature judgment, strategic planning capabilities and ability to understand and oversee the Company’s strategies, operations and management.

Terry Bassham
   
Director Since: 2011
Age: 59
Committee Membership:
   Nuclear, Operations, and
    Environmental Oversight
   Strategic Review
    & Operations
Mr. Bassham is President and Chief Executive Officer of Evergy. Mr. Bassham was Chairman of the Board of Directors (2013-2018), President (2011-2018) and Chief Executive Officer (2012-2018) of Great Plains Energy and Kansas City Power & Light Company (“KCP&L”) prior to the merger with Westar Energy that resulted in the formation of Evergy. Prior to that, Mr. Bassham served in various capacities at Great Plains Energy and KCP&L, including as Chief Operating Officer (2011-2012), Executive Vice President of Finance and Strategic Development and Chief Financial Officer (2005-2010) and KCP&L’s Executive Vice President of Utility Operations (2010-2011). Before joining KCP&L, Mr. Bassham was Executive Vice President, Chief Financial Officer and Chief Administrative Officer for El Paso Electric Company (2001-2005) in Texas, where he oversaw the financial, treasury, regulatory and administrative functions. He originally joined El Paso Electric Company as General Counsel (1996-2001) with responsibility for legislative affairs, regulatory affairs and corporate governance.
 
Mr. Bassham serves on the Board of Directors of Commerce Bancshares Inc. (NASDAQ: CBSH) (since 2013), a bank holding company based in Kansas City, Missouri, where he serves on the audit and risk committee and compensation and human resources committee. Additionally, Mr. Bassham holds leadership positions at the Electric Power Research Institute and various charitable, non-profit and civic organizations. Mr. Bassham holds a Bachelor of Business Administration degree in accounting from the University of Texas-Arlington and a Juris Doctor degree from St. Mary’s University Law School in San Antonio, Texas, and has completed the Institute of Nuclear Power Operations Nuclear Reactor Technology Course for Executives at the Massachusetts Institute of Technology.
 
Mr. Bassham’s qualifications to serve as our director include his significant knowledge and understanding of our business; his substantial leadership, financial, utility and nuclear experience; and his experience serving as a director of a public company. Mr. Bassham also has extensive knowledge of our Kansas and Missouri service territories and, in particular, the Kansas City metropolitan area, one of our significant markets. Mr. Bassham is also, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; Alignment of Company Culture & Compensation and Leadership Development; Accounting, Finance and Investment Management; Risk Management; Operational Oversight; Customer Experience; and Community and Public Relations.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   6

TABLE OF CONTENTS

Kirkland B. Andrews
   
Director Since: 2020
Age: 52
Committee Membership:
   Audit
   Nuclear, Operations
    and Environmental
    Oversight
   Strategic Review
    & Operations
Mr. Andrews serves as Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (NYSE: NRG) (since 2011). Mr. Andrews was a director of NRG Yield, Inc. (2012-2018) (when NRG Yield, Inc. became Clearway Energy, Inc.), and also served as Executive Vice President, Chief Financial Officer of NRG Yield, Inc. (2012-2016). Mr. Andrews has also served as Chief Financial Officer of GenOn Energy, Inc., a wholly-owned subsidiary of NRG, which filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in June 2017. Prior to joining NRG, he served as Managing Director and Co-Head Investment Banking, Power and Utilities — Americas at Deutsche Bank Securities (2009-2011). Prior to this, he served in several capacities at Citigroup Global Markets Inc., including Managing Director, Group Head, North American Power (2007-2009), and Head of Power M&A, Mergers and Acquisitions (2005-2007). Mr. Andrews also serves on the board of directors for RPM International Inc. (NYSE: RPM), a high-performance coating, sealants and specialty chemicals company, where he serves on the Audit Committee and co-chairs its Operating Improvement Committee. Mr. Andrews holds a Bachelor of Arts in philosophy from Wake Forest University and a Master of Business Administration from the University of Virginia’s Darden School of Business.
 
Mr. Andrews was initially appointed as a Director on March 3, 2020 pursuant to an Agreement, dated February 28, 2020, with affiliates of Elliott related to, among other things, appointment of additional Directors to our Board. Mr. Andrew's qualifications to serve as our director include his extensive experience with electric utilities, large and innovative strategic and capital markets transactions, financial and accounting matters, regulatory issues and power generation. Mr. Andrews is, among other things, “experienced” in the following core competencies: Strategy Development; Accounting, Finance and Investment Management; Risk Management; Operational Oversight; and Customer Experience.
Mollie Hale Carter
   
Director Since: 2003
Age: 58
Committee Membership:
   Compensation and
    Leadership Development
   Nominating, Governance,
    and Corporate Responsibility
Ms. Carter is Chairman of the Board of Directors, Chief Executive Officer and President of FirstSun Capital Bancorp (formerly Sunflower Financial) (since 1996) and Chairman of the Board of Directors of Sunflower Bank (since 2005), a regional community bank now headquartered in Denver, Colorado. She also serves as President of Star A, Inc., a privately-held business with Kansas agricultural and other investment interests (since 1996). She previously served as Senior Investment Officer at John Hancock Mutual Life Insurance Company (1986-1996). She also previously served on the Board of Directors of Archer-Daniels-Midland Company, a global food processing and commodities trading corporation located in Chicago, Illinois (1996-2017). She is on the Board of Directors of the Kansas Health Foundation and a recent past director of the Heartland Chapter of the National Association of Corporate Directors. Ms. Carter is a graduate of Dartmouth College, receiving her Bachelor of Arts degree in economics. She obtained her Master of Business Administration from Harvard Business School.
 
Ms. Carter’s qualifications to serve as our director include her substantial leadership experience as a chief executive officer, her financial expertise and her significant experience serving as a director of a large public company. Ms. Carter also has extensive experience with corporate governance and with complicated regulatory and compliance environments. Ms. Carter is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; and Accounting, Finance and Investment Management.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   7

TABLE OF CONTENTS

Richard L. Hawley
   
Director Since: 2011
Age: 71
Committee Membership:
   Audit
   Finance
Mr. Hawley served as Executive Vice President and Chief Financial Officer of Nicor Inc. and Nicor Gas, a northern Illinois natural gas company (2003-2011). He was Chief Financial Officer of Puget Energy, Inc., a regulated electric and natural gas distribution utility located in Bellevue, Washington (1998-2002) and was a partner with Coopers & Lybrand (now PricewaterhouseCoopers), an international accounting and consulting firm (1984-1998), after holding several other positions with the firm (1973-1984). He also served on the Board of Directors of Fisher Communications, Inc., a media company located in Seattle, Washington that was publicly-traded until being acquired (2003-2013). Mr. Hawley received his Bachelor of Arts in business administration from the University of Washington.
 
Mr. Hawley’s qualifications to serve as our director include his deep knowledge of accounting and financial matters from his work as a chief financial officer and audit partner, his years of experience within the electric and gas utility industries and his experience as a director of a public company. Mr. Hawley is, among other things, “experienced” in the following 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; and Operational Oversight.
Thomas D. Hyde
   
Director Since: 2011
Age: 71
Committee Membership:
   Audit (Chair)
   Nominating, Governance,
    and Corporate Responsibility
Mr. Hyde served as Executive Vice President, Legal, Compliance, Ethics and Corporate Secretary of Wal-Mart Stores, Inc. (“Wal-Mart”), an international retail store operator (2005-2010). Mr. Hyde previously served as Executive Vice President, Legal and Corporate Affairs and Corporate Secretary of Wal-Mart (2003-2005), and as Executive Vice President, Senior General Counsel of Wal-Mart (2001-2003). Mr. Hyde also previously served on the Board of Directors and as chair of the audit committee of Vail Resorts, Inc., a mountain resort company located in Broomfield, Colorado (2006-2012). Mr. Hyde received his Bachelor of Arts in English from the University of Kansas, his Juris Doctor from the University of Missouri-Kansas City and holds a Master of Business Administration in finance from the University of Kansas.
 
Mr. Hyde’s qualifications to serve as our director include his experience in legal and leadership roles for the largest publicly-traded retailer in the world, and he provides deep insight and understanding on corporate governance matters. He also has experience as a director of a public company. Mr. Hyde is, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; Alignment of Company Culture & Compensation and Leadership Development; Accounting, Finance and Investment Management; Risk Management; and Community and Public Relations.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   8

TABLE OF CONTENTS

B. Anthony Isaac
   
Director Since: 2003
Age: 67
Committee Membership:
   Compensation and
    Leadership Development
   Finance (Chair)
   Nuclear, Operations, and
    Environmental Oversight
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. He sits on the Board of Directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry that is located in Irving, Texas (since 2018), where he serves as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac holds a Bachelor of Science degree in civil engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard University.
 
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. Mr. Isaac is, among other things, “experienced” in the following core competencies: Alignment of Company Culture and Compensation and Leadership Development; Accounting, Finance and Investment Management; and Customer Experience.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   9

TABLE OF CONTENTS

Paul M. Keglevic
   
Director Since: 2020
Age: 66
Committee Membership:
   Compensation and
    Leadership Development
   Finance
   Strategic Review &
    Operations (Co-Chair)
Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecom, transportation 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, where he was a partner for 15 years. Mr. Keglevic serves on the Board of Directors of Ascena Retail Group, Inc. (Nasdaq: ASNA) (since 2019), a national specialty retailer located in Mahwah, New Jersey. He also serves on the Board of Directors of Frontier Communications Corporation (Nasdaq: FTR) (since 2019), a national telecommunications company located in Norwalk, Connecticut, where he serves on the finance committee and audit committee. He further serves on the Board of Directors of Bonanza Creek Energy, Inc. (NYSE: BCEI), an oil and gas company located in Denver, Colorado, where he serves as chair of the audit committee and also serves on the nominating and corporate governance committee. Mr. Keglevic also serves on the Board of Directors of Stellus Capital Management (NYSE: SCM) (since 2014), where he serves as chair of the audit committee and also serves on the nominating and corporate governance committee. He previously served on the Boards of Directors of Clear Channel Outdoor Holdings, Inc., PetSmart, Inc., Cobalt International Energy, Inc., Philadelphia Energy Services and Energy Future Holdings and several of its subsidiaries. Mr. Keglevic has 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 received his Bachelor of Science in accounting from Northern Illinois University and is a certified public accountant.
 
Mr. Keglevic was initially appointed as a Director on March 3, 2020 pursuant to an Agreement, dated February 28, 2020, with affiliates of Elliott related to, among other things, appointment of additional Directors to our Board. 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. Mr. Keglevic is, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; Alignment of Company Culture & Compensation and Leadership Development; Accounting, Finance and Investment Management; Risk Management; Operational Oversight; and Community and Public Relations.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   10

TABLE OF CONTENTS

Sandra A.J. Lawrence
   
Director Since: 2004
Age: 62
Committee Membership:
   Compensation and
    Leadership Development
   Nominating, Governance,
    and Corporate
    Responsibility (Chair)
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, 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 and medical research industries. She is on the Board of Directors of American Shared Hospital Services (NYSE American: AMS), a provider of radiosurgical and radiation therapy equipment based in San Francisco, California, where she serves as chair of the audit committee and as a member of the nominating and corporate governance committee. She is also chair of the Board of Directors of the Heartland Chapter of the National Association of Corporate Directors and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall Family Foundation, the Nelson-Atkins Museum of Art and Women Corporate Directors. Ms. Lawrence serves as a trustee of the Ivy and Waddell and Reed Mutual Funds Complex Trust. Ms. Lawrence is a graduate of Vassar College, receiving her Bachelor of Arts in psychology. She also received a Master of Architecture from the Massachusetts Institute of Technology and a Master in Business Administration from Harvard Business School.
 
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, her experience as a public company director and her knowledge of corporate governance. Ms. Lawrence also has extensive knowledge of the Kansas City metropolitan area and Topeka, Kansas, two of our largest service territories. Ms. Lawrence is, among other things, “experienced” in the following core competencies: Alignment of Company Culture and Compensation and Leadership Development; Accounting, Finance and Investment Management; Risk Management; and Operational Oversight.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   11

TABLE OF CONTENTS

Ann D. Murtlow
   
Director Since: 2013
Age: 59
Committee Membership:
   Audit
   Finance
   Nuclear, Operations, and
    Environmental Oversight
    (Chair)
Ms. Murtlow is 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 (since 2013). Previously, she spent twenty-four years with AES Corporation, a holding company for electric utilities located in Arlington, Virginia, and served for over twelve years in various senior leadership and officer roles including as Vice President and Group Manager of AES 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. Ms. Murtlow currently serves on the Board of Directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana (since 2013), where she chairs the nominating and corporate governance committee and serves on the compensation committee. 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, 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 received her Bachelor of Science in chemical engineering from Lehigh University.
 
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. Ms. Murtlow has also been named a Board Leadership Fellow by the National Association of Corporate Directors. Ms. Murtlow is, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; Alignment of Company Culture and Compensation and Leadership Development; Risk Management; Operational Oversight; Customer Experience; and Community and Political Relations.
Sandra J. Price
   
Director Since: 2016
Age: 61
Committee Membership:
   Compensation and
    Leadership Development
   Nominating, Governance,
    and Corporate Responsibility
Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation, a global telecommunications company located in Kansas City, Missouri (2006-2016). Previously, she served as Senior Vice President Designee for the Human Resources, Communications and Brand Management functions of the Sprint Local Telephone Division and a variety of other human resource roles (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. She served as co-chair of KC Rising (2017-2018), a non-profit organization focused on economic development in the Kansas City metropolitan area. Ms. Price is a member of the Boards of Directors of the Heartland Chapter of the National Association of Corporate Directors and of the Kansas City Metropolitan Community College Foundation. Ms. Price received her Bachelor of Arts in special education from Oral Roberts University and a Master of Arts in education and administration from the University of Tulsa.
 
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 and her knowledge of our Kansas City service territory. Ms. Price was named to the Kansas City Business Journal’s “Women Who Mean Business” list and to the Profiles in Diversity Journal’s “Women Worth Watching.” Ms. Price is, among other things, “experienced” in the following core competencies: Strategy Development; Alignment of Company Culture and Compensation and Leadership Development; Operational Oversight; and Customer Experience.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   12

TABLE OF CONTENTS

Mark A. Ruelle
   
Director Since: 2011
Age: 58
Committee Membership:
   Nuclear, Operations, and
    Environmental Oversight
Mr. Ruelle is Chairman of the Board. Mr. Ruelle served as a member of the Board of Directors, President and Chief Executive Officer of Westar Energy prior to the merger with Great Plains Energy that resulted in the formation of Evergy (2011-2018). Mr. Ruelle was also previously Executive Vice President and Chief Financial Officer of Westar Energy (2003-2011), and had held other financial, strategic planning and corporate development positions with Westar Energy. Mr. Ruelle also served as Senior Vice President, Chief Financial Officer and Treasurer of Sierra Pacific Resources and its integrated electric utility subsidiary, Sierra Pacific Power Company (1997-2001), and, following its acquisition by Sierra Pacific Resources, President of Nevada Power Company (2001-2002), in Las Vegas, Nevada. He is on the Board of Directors of Stormont-Vail Health Care and various charitable and civic organizations. Mr. Ruelle previously served on the Board of Directors of Houston Wire & Cable Company, a provider of industrial electrical and mechanical wire and cable products (2014-2018). Mr. Ruelle received both a Bachelor of Arts degree and a Master of Arts degree in economics from the University of North Dakota and has completed the Institute of Nuclear Power Operations Nuclear Reactor Technology Course for Executives at the Massachusetts Institute of Technology.
 
Mr. Ruelle’s qualifications to serve as our director and Chairman of the Board include his leadership experience, his financial expertise and his extensive utility industry experience, including with nuclear generation. He also has experience as a public company director and with corporate governance. Mr. Ruelle has deep connections in our Kansas service territory and, in particular, the business community in Topeka, Kansas, one of our significant markets and our Kansas operational headquarters. Mr. Ruelle is, among other things, “experienced” in the following 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; and Community and Public Relations.
S. Carl Soderstrom Jr.
   
Director Since: 2010
Age: 66
Committee Membership:
   Audit
   Finance
   Nuclear, Operations, and
    Environmental Oversight
Mr. Soderstrom is the former Senior Vice President and Chief Financial Officer of ArvinMeritor, an automotive and commercial vehicle components manufacturer based in Troy, Michigan (2001-2004). Previously, he served as Senior Vice President, Engineering, Quality and Procurement for the company (1997-2001). Mr. Soderstrom held executive/management positions at Rockwell International (1986-1998), General Electric Company (1980-1986) and Emerson Electric (1977-1980). He is a member of the Board of Directors of Lydall Inc. (NYSE: LDL), a technology and manufacturing company headquartered in Manchester, Connecticut (since 2003), where he serves as chair of the governance committee and a member of the audit review committee. Mr. Soderstrom was previously a member of the Board of Directors of FreightCar America Inc., a railcar manufacturing company located in Chicago, Illinois (2005-2018). Mr. Soderstrom graduated from Duke University and holds a Bachelor of Science in engineering with majors in mechanical engineering and economics. He received his Master of Business Administration from the University of Michigan.
 
Mr. Soderstrom’s qualifications to serve as our director include his substantial financial expertise, his operations and engineering knowledge from his experience at other large public companies and his substantial experience serving as a director of other public companies. Mr. Soderstrom is, among other things, “experienced” in the following core competencies: Accounting, Finance and Investment Management; Risk Management; Operational Oversight; and Customer Experience.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   13

TABLE OF CONTENTS

John Arthur Stall
   
Director Since: 2019
Age: 65
Committee Membership:
   Finance
   Nuclear, Operations, and
    Environmental Oversight
   Strategic Review
    & Operations (Co-Chair)
Mr. Stall is an independent member of the board of directors of Wolf Creek Nuclear Operating Corporation, which operates Evergy’s Wolf Creek nuclear generating station (since 2011). Mr. Stall retired from NextEra Energy, Inc., the largest electric utility holding company in the United States located in Juno Beach, Florida, in 2010, where he served in numerous nuclear leadership roles. He served as President of NextEra’s nuclear division (2009-2010), as Senior Vice President and Chief Nuclear Officer of NextEra (2001-2009), as Vice President, Nuclear Engineering of NextEra (2000-2001) and Vice President of NextEra’s St. Lucie nuclear generating station (1996-2000). He also served in leadership roles at Dominion Energy, Inc.’s North Anna nuclear generating station (1977-1996). Mr. Stall provides consulting services related to the nuclear industry, including serving as an arbitrator in complicated nuclear disputes, providing expert witness testimony to regulatory bodies and serving as the chair of an independent nuclear safety advisory committee for a publicly-traded electric utility that operates multiple nuclear generating units. He served as a member of the Institute of Nuclear Power Operations National Academy of Nuclear Training Accrediting Board (2008-2019). Mr. Stall graduated from the University of Florida and holds a Bachelor of Science in nuclear engineering. He received his Master of Business Administration from Virginia Commonwealth University.
 
Mr. Stall’s qualifications to serve as our director include his substantial nuclear expertise, his operations and engineering knowledge from his experience at other large electric utilities and his leadership experience. Mr. Stall is, among other things, “experienced” in the following core competencies: Strategy Development; Federal and State Regulation and Compliance; Alignment of Company Culture & Compensation and Leadership Development; Accounting, Finance and Investment Management; Risk Management; and Operational Oversight.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   14

TABLE OF CONTENTS

The 13 nominees for director have been recommended to the Board by the Nominating, Governance, and Corporate Responsibility Committee and nominated by the Board to serve as directors until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. In the event that one or more of the director nominees should become unavailable to serve at the time of the annual meeting, shares represented by proxy may be voted for the election of a nominee to be designated by the Board. Alternatively, in lieu of designating a substitute, the Board may reduce the number of directors. Proxies cannot be voted for more than 13 nominees.

Director Nominating Process

The Nominating, Governance, and Corporate Responsibility Committee administers the process of identifying potential director nominees and evaluates and recommends director nominees to the Board. The Committee takes into account a number of factors when considering director nominees, as described in our Corporate Governance Guidelines and as discussed in greater detail below. Director nominees identified by shareholders for our consideration will be evaluated in the same way as nominees identified by the Nominating, Governance, and Corporate Responsibility Committee.

Shareholders who wish to identify director nominees for consideration by the Nominating, Governance, and Corporate Responsibility Committee, or who wish to have director nominees included in a future proxy statement pursuant to our proxy access by-law provision, should write to our Nominating, Governance, and Corporate Responsibility Committee at the address provided in “Communicating with the Board” on page 23. All submissions must comply with the information requirements set forth in our By-laws.

Director Nominee Qualifications

The Board oversees the shareholders’ interests in the long-term health and success of the Company’s business, and directs, oversees and monitors the performance of management. The Board believes that its effectiveness in carrying out its responsibilities depends not only upon the particular experience, qualifications, attributes and skills that each director possesses, but also upon their ability to function well as a collegial body and to work collaboratively.

The Board’s objective is to have a well-rounded and diverse membership possessing, in the aggregate, skill sets and core competencies that are conducive to long-term success. The Board considers diversity in the broadest sense, reflecting geography, age, gender and ethnicity, as well as other factors. The Board believes that a diverse group of directors is desirable to expand the Board’s collective knowledge and expertise, as well as to evaluate management and positively influence the Company’s performance.

The success of the Company depends not only on expertise-based competencies, but equally on the personal qualities and attributes of the directors, both individually and as a group. Attributes that directors should possess include, among others, practical wisdom and thoughtfulness in decision-making; mature and sound judgment; financial acumen and business experience; the highest level of personal and professional ethics, integrity and values; sufficient time and availability; commitment to representing the interests of shareholders, customers and their communities; critical analysis skills; collegiality, a collaborative and cooperative spirit and the ability to both lead and work within a team environment; and the courage to act constructively and independently. Non-management directors should also be able to meet the independence requirements of the New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines.

The Board concluded that the following competencies are conducive to sustainable long-term shareholder and customer value: 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; and community and politcal relations. Each director nominee provided a self-evaluation against these core competencies, and the Board evaluated the contribution level of each director, using the categories of “experienced,” “moderate experience,” “minimal experience” and “no experience.” Thirteen of the director nominees rated himself or herself as being “experienced” or “moderately experienced” in each of the core competencies, with ten of the director nominees identifying himself or herself as “experienced” in each of the core competencies.

Proposal 1 - Election of Directors    Director Nominee Biographies | Evergy 2020 Proxy Statement   15

TABLE OF CONTENTS

   

Corporate Governance Matters

   

Board Structure

Board Leadership Structure. We have separated the roles of Chairman of the Board and Chief Executive Officer, with Mr. Mark A. Ruelle serving as our Chair and Mr. Terry Bassham serving as our Chief Executive Officer. The Board believes that this structure is an appropriate corporate governance structure for the Company. Although NYSE requirements prohibit the Board from determining that Mr. Ruelle is independent, Mr. Ruelle owns a significant amount of Evergy stock and, as a result, his financial interests are aligned with those of Evergy’s shareholders. Moreover, the boards of directors of Great Plains Energy and Westar Energy approved the “merger of equals” transaction based on a belief that the transaction would provide, among other things, an opportunity to operate the combined company more efficiently than either company could have been operated alone, which benefits customers and shareholders alike. Successfully integrating the two companies requires dedication and deep operational knowledge, which are attributes that chief executive officers inherently possess due to their roles. By retaining Mr. Ruelle as non-executive Chair, and Mr. Bassham as Chief Executive Officer, the Board believes that Evergy has retained deep institutional knowledge of both Great Plans Energy and Westar Energy that continues to be valuable to Evergy and during the ongoing integration. In addition, retention of both individuals ensures a continuity of service and representation in our local communities. However, the Board believes it is important to maintain flexibility to combine the roles in the future if it determines at a later date that a different Board structure would be in the long-term interests of our shareholders.

Chairman of the Board

The Chair is responsible for presiding over all Board meetings and all executive sessions of the Board that include only non-management directors. The Chair may also call special meetings of the Board or shareholders, and also presides over Evergy’s shareholder meetings.

The Chair approves Board meeting agendas, which are prepared by the Chief Executive Officer reflecting input, if any, of the Chair and Lead Independent Director. The Chief Executive Officer and Chair also discuss the quality, quantity and timeliness of the flow of information from management.

The Chair also serves as the principal liaison between management, acting through or in consultation with the Chief Executive Officer, and the Board. He is also responsible for soliciting information from the non-management members of the Board regarding the performance of the Chief Executive Officer.

The Chair is also available for discussion with individual directors regarding key issues, individual director performance or any other matters relating to effectiveness of the Board. He may also interface from time to time with the public, including shareholders.

Working with the Nominating, Governance, and Corporate Responsibility Committee, the Lead Independent Director and the Chief Executive Officer, the Chair is also responsible for interviewing, and recommending to the Board, all candidates for the Board. Among other duties, the Chair is also responsible for helping to set the tone for ethics and integrity at Evergy.

Lead Independent Director

The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. He also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules.

The Board appointed Mr. Chandler to serve as Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role. Mr. Chandler was previously independent chairman of the board of directors of Westar Energy. Since Mr. Chandler is not standing for re-election, the Board will designate a new Lead Independent Director following the 2020 Annual Meeting.

Independent Board. The Board has determined that 15 of the 17 directors are independent and that 11 of the 13 nominees are independent, with Messrs. Ruelle and Bassham not independent as noted above.

Executive Sessions. Time is reserved on each Board meeting agenda for all directors to meet in executive session, with no members of management (other than the Chief Executive Officer) present. Time is also reserved on each Board meeting agenda for the non-management directors to meet in executive session, presided over by our Chair, and for the

Corporate Governance     Board Structure  | Evergy 2020 Proxy Statement   16

TABLE OF CONTENTS

independent directors to meet in executive session, presided over by the Lead Independent Director, in each case with no members of management present. Time is also reserved at each regular committee meeting for committee members to meet in executive session with no members of management present (except in the case of the Nuclear, Operations, and Environmental Oversight Committee and the Strategic Review & Oversight Committee, each of which Mr. Bassham is a member).

Board Meetings. The Board held six meetings in 2019. Each of our directors who was on the Board in 2019 attended at least 75 percent of the aggregate number of meetings of the Board and committees on which he or she served.

Committees of the Board. We have a robust committee structure, with six standing committees. Each committee is led by an independent director. Additionally, four of these committees, including the committees required by NYSE standards, consist solely of independent directors. Additional information regarding each of these committees is summarized below. Each committee has a committee charter, which is available on the Company’s website at www.evergyinc.com. Information on or that can be accessed through our website is not a part of this proxy statement and is not incorporated into any other SEC filings we make.

Corporate Governance     Board Structure  | Evergy 2020 Proxy Statement   17

TABLE OF CONTENTS

Audit Committee
Committee Members
   Mr. Hyde (Chair)
   Mr. Andrews*
   Mr. Chandler*
   Mr. Grimes*
   Mr. Hawley
   Ms. Murtlow
   Mr. Soderstrom
Oversee processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting;
Oversee the independent auditor and the internal audit services department;
Oversee the preparation of all reports and other disclosures required of the Audit Committee by the SEC; and
Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics.

7 meetings in fiscal year 2019

The Board has determined that (i) each member of the committee is independent under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”); (ii) each member of the committee is financially literate; and (iii) Mr. Andrews, Mr. Grimes, Mr. Hawley, Mr. Hyde, Ms. Murtlow and Mr. Soderstrom are “audit committee financial experts” within the meaning of SEC regulations. No member of the committee serves on the audit committee of more than three public companies.

*Messrs. Chandler and Grimes served on the committee in 2019 and are not standing for re-election. Mr. Andrews was appointed to the committee effective March 3, 2020.

Compensation and Leadership Development Committee
Committee Members
   Mr. Sherman (Chair)*
   Ms. Carter
   Mr. Forsee*
   Mr. Isaac
   Mr. Keglevic*
   Ms. Lawrence
   Ms. Price
Oversee alignment of compensation philosophy with shareholder interests;
Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation;
Approve named executive officer compensation (other than the CEO);
Advise the CEO on compensation for other officers;
Oversee human capital resources;
Review the culture of Evergy; and
Review whether our compensation program encourages excessive risk taking.

6 meetings in fiscal year 2019

The Board has determined that each member of the committee is independent under the NYSE listing standards, including the enhanced independence standards for members of the compensation committee, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.

*Messrs. Sherman and Forsee served on the committee in 2019 and are not standing for re-election. Mr. Keglevic was appointed to the committee effective March 3, 2020.

Nominating, Governance and Corporate Responsibility Committee
Committee Members
   Ms. Lawrence (Chair)
   Ms. Carter
   Mr. Chandler*
   Mr. Forsee*
   Mr. Hyde
   Ms. Price
Identify nominees for election to our Board;
Oversee corporate governance principles and practices;
Oversee the evaluation of the Board and each committee;
Review Evergy’s corporate responsibility activities; and
Oversee and set compensation for members of the Board.

4 meetings in fiscal year 2019

The Board has determined that each member of the committee is independent under the NYSE listing standards.

*Messrs. Chandler and Forsee served on the committee in 2019, and are not standing for re-election.

Corporate Governance     Board Structure  | Evergy 2020 Proxy Statement   18

TABLE OF CONTENTS

Finance Committee
Committee Members
   Mr. Isaac (Chair)
   Mr. Grimes*
   Mr. Hawley
   Mr. Keglevic*
   Ms. Murtlow
   Mr. Sherman*
   Mr. Soderstrom
   Mr. Stall
   
5 meetings in fiscal year 2019
Assist the Board with the management and review of matters relating to the financial condition and financing plans of Evergy;
Review Evergy’s financial 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, and employee benefits and nuclear decommissioning trusts; and
Review Evergy’s tax strategy and treasury practices, and related risks.

The Board has determined that each member of the committee is independent under the NYSE listing standards.

*Messrs. Grimes and Sherman served on the committee in 2019, and are not standing for re-election. Mr. Keglevic was appointed to the committee effective March 3, 2020.

Nuclear, Operations, and Environmental Oversight Committee
Committee Members
   Ms. Murtlow (Chair)
   Mr. Andrews*
   Mr. Bassham
   Mr. Grimes*
   Mr. Isaac
   Mr. Ruelle
   Mr. Soderstrom
   Mr. Stall
   
5 meetings in fiscal year 2019
Assist with oversight of Wolf Creek nuclear generating station;
Assist with oversight of Evergy’s operations, including electric generation, transmission and distribution, customer service and information technology;
Review risks and mitigation plans associated with Evergy’s operations, including physical and cybersecurity;
Review the safety and reliability of Evergy’s operations; and
Oversee environmental and sustainability issues.
   
 
   
 

The Board has determined that each member of the committee, other than Mr. Ruelle and Mr. Bassham, is independent under the NYSE listing standards. Due to their extensive operational experience, including with respect to Wolf Creek, the Board determined that having Mr. Ruelle and Mr. Bassham on the committee is beneficial to the long-term interests of shareholders, customers and the community. Mr. Ruelle and Mr. Bassham have also both completed the Institute of Nuclear Power Operations Nuclear Reactor Technology Course for Executives at the Massachusetts Institute of Technology.

*Mr. Grimes served on the committee in 2019, and is not standing for re-election. Mr. Andrews was appointed to the committee effective March 3, 2020.

Strategy Review & Operations Committee
Committee Members
   Mr. Keglevic (Co-Chair)
   Mr. Stall (Co-Chair)
   Mr. Bassham
   Mr. Andrews
   
New Committee for 2020
Advise the Board and management in exploring ways to enhance long-term shareholder value including through the evaluation of:
 
Opportunities for a strategic combination involving the Company; and
 
Enhancements to the Company’s long-term standalone operating plan and strategy.
   
 

The Board has determined that each member of the committee, other than Mr. Bassham, is independent under the NYSE listing standards. The committee was formed pursuant to the Agreement with Elliott filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2020 with the SEC, and did not meet in 2019.

Corporate Governance     Board Structure  | Evergy 2020 Proxy Statement   19

TABLE OF CONTENTS

   

Corporate Governance Practices

We are committed to strong corporate governance practices that support the regulated nature of our business and the long-term interests of our shareholders.

Corporate Governance Guidelines. The Board has adopted a set of Corporate Governance Guidelines to provide a framework for our corporate governance initiatives. Our guidelines address, among other things, Board responsibilities and leadership, risk oversight, committee composition and director qualifications. The Nominating, Governance, and Corporate Responsibility Committee is responsible for overseeing and reviewing the Corporate Governance Guidelines and for recommending any changes to the guidelines to the Board.

Code of Ethics. Our Board has adopted a Code of Ethics to set the tone for our expectation that all directors, officers and employees act in an ethical and lawful manner. We also expect all parties who work on Evergy’s behalf to embrace the spirit of the Code of Ethics. Other parts of our process to ensure lawful and ethical business conduct include policies and procedures, compliance monitoring and reporting and periodic training on various areas of the law and corporate policies. We have also established a “ConcernsLine,” which is independently administered and is available 24 hours a day, every day, for the confidential and anonymous reporting of concerns and complaints. The ConcernsLine telephone number (1-866-266-7595) is listed in our Code of Ethics.

Our Corporate Governance Guidelines and the Code of Ethics are available on the Company’s website at www.evergyinc.com. These documents are also available in print to any shareholder upon request. Requests should be directed to Corporate Secretary, Evergy, Inc., 1200 Main Street, Kansas City, Missouri 64105. We intend to disclose any change in the Code of Ethics, or any waiver from a provision in the Code of Ethics granted to a director or an executive officer, by posting such information on our website or by filing a Form 8-K with the SEC.

Annual Election of Directors. Our directors are elected on an annual basis and serve until their respective successors have been duly elected and qualified.

Majority Voting Policy. Pursuant to our majority voting policy, each director nominee is required to tender in advance of the annual meeting an irrevocable letter of resignation that will take effect if that nominee fails to receive, in an uncontested election, the vote of a majority of votes cast by shareholders at the meeting. In the event that any nominee fails to obtain the required majority vote, the Board will decide, through a process managed by the Nominating, Governance, and Corporate Responsibility Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation.

Proxy Access. Subject to the requirements and limitations contained in our By-laws, an eligible shareholder, or a group of up to 20 eligible shareholders, can have nominees included in future proxy statements. In general, a shareholder must have continuously owned at least three percent of Evergy’s outstanding shares for at least three years as of the date that the shareholder(s) notify Evergy of the intent to utilize proxy access. Ownership of our predecessor companies – Great Plains Energy and Westar Energy – qualify as counting toward the holding period requirement. An eligible shareholder may use proxy access to nominate up to 25% of the total number of directors who are members of the Board as of the date that the shareholder(s) notify Evergy of the intent to utilize proxy access.

Annual Self-Assessments. The Board and each committee conduct annual self-assessments to determine whether the Board and the committees are functioning effectively. The self-assessment process is based on written Board and committee surveys that are completed by all Board members. The self-assessment topics generally include, among other matters, Board composition and Board and committee structure, meeting topics and process, quality and timeliness of information, diversity, risk management, succession planning and access to management. The Chair of the Nominating, Governance, and Corporate Responsibility Committee meets with each director to discuss the survey, and the process allows Board members to provide input on individual Board member effectiveness. Each Board committee receives and discusses the results of its self-assessment, and the Nominating, Governance, and Corporate Responsibility Committee receives and discusses the results of the Board and all committee self-assessments. The Board discusses the results of the self-assessment process and, as appropriate, oversees the implementation of enhancements and other modifications identified during the process.

Board Oversight of Risk Management. The Board is responsible for the oversight of all major risks (as well as mitigation plans), including strategic, financial, operational and compliance risks. In an effort to ensure appropriate and in-depth oversight of risk, the Board has delegated some specific risk oversight responsibility to its committees, as summarized below and as described in those committees’ charters. The Nominating, Governance, and Corporate Responsibility Committee is

Corporate Governance     Corporate Governance Practices  | Evergy 2020 Proxy Statement   20

TABLE OF CONTENTS

charged with ensuring that risk governance roles have been properly allocated, and the Audit Committee reviews Evergy’s policies with respect to risk assessment and risk management. Management is responsible for developing and implementing appropriate risk management practices on a day-to-day basis.

At least once each year, the full Board receives a report from management of key risks and related mitigation plans. The full Board also receives updates on significant events and the status of, and changes in, the risks and mitigation plans. In addition, management makes regular presentations to the Board focusing on significant risk areas and corresponding mitigation plans and activities.

Board Attendance at Annual Meeting. Our Corporate Governance Guidelines provide that all directors are encouraged to attend annual meetings of shareholders. All directors attended the 2019 annual meeting of shareholders.

Mandatory Retirement / Tenure Policy. Each member of our Board who joined us in connection with the merger is not eligible to stand for election or re-election at the annual meeting of shareholders following his or her 75th birthday. Any director appointed after closing of the merger will not be able to stand for election or re-election at the annual meeting of shareholders following the earlier of (i) his or her 72nd birthday or (ii) 16 years of service. In addition, any director who experiences a significant change in primary employment since election to the Board will offer to resign, which offer will be evaluated by the Board in light of the individual circumstances.

Stock Ownership Requirements. Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer.

No Hedging / Pledging. Our securities trading policy, which was adopted by the Board and is overseen by our Nominating, Governance, and Corporate Responsibility Committee, prohibits all employees, officers and directors from trading in options, warrants and puts and calls related to Evergy. Our policy also prohibits all employees, officers and directors from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Evergy securities. The policy also prohibits all employees, officers and directors from holding Evergy securities in a margin account and pledging Evergy securities as collateral.

Oversight and Disclosure of Political Contributions. Our Nominating, Governance, and Corporate Responsibility Committee reviews and approves the annual political contribution budget, and reviews reports on political expenditures. Our website, www.evergyinc.com, also contains a copy of our policy with respect to political contributions and information regarding certain political expenditures.

Leader in Environmental Stewardship. There has been continuing world-wide attention focused on issues related to climate change, and there have been multiple political, legal and regulatory efforts to influence climate change, such as efforts to reduce greenhouse gas emissions or impose a tax on these emissions. Evergy is committed to a long-term strategy to reduce carbon emissions in a cost-effective manner, while maintaining reliable service for the customers and communities it serves. We have already made significant investments in protecting the environment and have reduced, from 2005 levels, carbon dioxide emissions by ~45%, sulfur dioxide emissions by ~98% and nitrogen oxide emissions by ~87%. In 2019, we announced a goal to reduce carbon emissions by 80% by 2050 from 2005 levels. Evergy is also committed to transparency. On its website, www.evergyinc.com, Evergy provides quantitative and qualitative data regarding various environmental, social and governance matters, including those relating to emissions, waste and water.

Diversity and Inclusion. Our mission is to empower a better future, and Evergy lives this mission by valuing “People First.” We believe that to maintain sustainable success, we need a team with a variety of backgrounds, perspectives and skills, and our goal is to be a diverse workforce that is representative of the communities we serve. We are committed to celebrating diversity and building a team where everyone – regardless of race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or veteran status – has a voice and can bring their best every day. With this in mind, our director of diversity and inclusion reports directly to our CEO.

Corporate Governance     Corporate Governance Practices  | Evergy 2020 Proxy Statement   21

TABLE OF CONTENTS

   

Director Independence

Our Corporate Governance Guidelines require that a majority of our directors be independent, as determined in accordance with the NYSE listing standards, as well as other independence standards that the Board may adopt. The NYSE listing standards provide that no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the listed company. The Board has adopted director qualification standards that are contained in our Corporate Governance Guidelines to assist in making director independence determinations. Our Corporate Governance Guidelines are available on our website, www.evergyinc.com. Our director qualification standards are consistent with the NYSE objective independence standards.

The Nominating, Governance, and Corporate Responsibility Committee reviewed the applicable legal standards for Board and committee member independence and the director qualification standards. The Nominating, Governance, and Corporate Responsibility Committee also reviewed an analysis of the information provided by each director in an annual questionnaire and a report of transactions between Evergy and director-affiliated entities. The Nominating, Governance, and Corporate Responsibility Committee reported its independence determination recommendations to the full Board, and the Board made its independence determinations based on the Nominating, Governance, and Corporate Responsibility Committee’s report and the supporting information. In making its independence determinations, the Board considered ordinary course commercial, charitable and other transactions, none of which were material or affected the independence of a director nominee.

The Board considered the fact that Mr. Chandler holds positions as a director and officer of INTRUST Bank, which has issued letters of credit related to the workers’ compensation program for the Wolf Creek nuclear power plant in which Evergy has an indirect 94% ownership interest and also holds a nominal amount of funds related to one of our employee association groups. The Board also considered the fact that Mr. Forsee is a director of Ingersoll-Rand, from which Evergy buys supplies from time to time in the ordinary course of business. They also considered the fact that, after conclusion of the 2019 season, Mr. Sherman and a group of investors acquired the Kansas City Royals, an Evergy customer with whom Evergy has a long-term sponsorship agreement and for which Evergy pays the Royals. These arrangements were done on an arms-length basis, and none of Mr. Chandler, Mr. Forsee, or Mr. Sherman, as applicable, is involved in, or responsible for, or had a material interest in, the dealings with Evergy. Mr. Chandler, Mr. Forsee and Mr. Sherman are not standing for re-election as directors at the 2020 Annual Meeting. The Board further considered the fact that Mr. Stall serves as an independent director of Wolf Creek Nuclear Operating Corporation, a subsidiary of the Company and, prior to joining the Evergy Board, received fees for his services. Such fees were less than $120,000 in each twelve-month period within the last three years. Some of our directors also serve as trustees or directors of non-profit and community organizations on which other directors or officers also serve or to which we donate money. In each case, payments by us or our predecessor companies were less than the greater of $1 million or 2% of the entity’s consolidated gross revenue.

Based on this review, the Board affirmatively determined that all directors (including nominees for directors at the annual meeting of shareholders) are independent under the NYSE listing standards and the director qualification standards, except for Messrs. Ruelle and Bassham, due to the former and current position of each as a chief executive officer of Westar Energy and Evergy, respectively.

Corporate Governance     Director Independence  | Evergy 2020 Proxy Statement   22

TABLE OF CONTENTS

   

Other Matters

Related Party Transactions

The Board has adopted a written policy governing the identification, review, approval, consideration or ratification of related party transactions. The policy applies to any transaction in which Evergy (including any of its subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000 in the aggregate, and any related party had, has or will have a direct or indirect material interest, but excludes any transaction that meets the preapproval thresholds set forth in our related party transaction policy. Pursuant to this policy, related party transactions are to be submitted to the Nominating, Governance, and Corporate Responsibility Committee for consideration at the next committee meeting or, if it is not practicable or desirable for the Company to wait until the next committee meeting, to the committee Chair. The Chair reports to the committee at its next meeting any approval under the related party transactions policy pursuant to delegated authority. There were no related party transactions in 2019.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation and Leadership Development Committee is or was an officer or employee of Evergy or its subsidiaries. None of our executive officers served as a director or was a member of the compensation committee (or equivalent body) of any entity where a member of our Board or Compensation and Leadership Development Committee was also an executive officer.

Communicating with the Board

The Board values input from shareholders and the many constituents that are impacted by Evergy’s activities. Communications relating to corporate governance, succession planning, executive compensation and general oversight of the Board can be sent to:

Chair, Nominating, Governance, and Corporate Responsibility Committee
Evergy, Inc.
Attention: Corporate Secretary
1200 Main St.
Kansas City, Missouri 64105

Communications can also be sent by e-mail to board@evergy.com. All relevant communications will be forwarded to the Chair of the Nominating, Governance, and Corporate Responsibility Committee to be handled on behalf of the Board. The Board believes that communications relating to general business operations, financial results, strategic direction and similar matters are appropriately addressed by management, and relevant communications that relate to these topics will be shared with appropriate members of management.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints or concerns regarding accounting, internal accounting controls or auditing matters affecting Evergy. Complaints or concerns may be submitted on a confidential and anonymous basis either through the “ConcernsLine” (1-866-266-7595) or by letter addressed to:

Corporate Secretary
Evergy, Inc.
1200 Main St.
Kansas City, Missouri 64105

All complaints or concerns will be forwarded to the Chair of the Audit Committee. Confidentiality will be maintained to the fullest extent practicable, consistent with the need to conduct an adequate investigation and applicable legal requirements.

Corporate Governance     Other Matters  | Evergy 2020 Proxy Statement   23

TABLE OF CONTENTS

   

Director Compensation

Our Nominating, Governance, and Corporate Responsibility Committee, which is comprised entirely of independent directors, is responsible for reviewing and approving compensation for our non-employee directors. The committee seeks to provide an overall non-employee director compensation program that is generally aligned with the 50th percentile of our peer group. However, due to the variation in peer company non-employee director compensation, and the fact that director compensation is not changed each year, in any given year overall non-employee director compensation may be above, at or below the market median. The committee reviews non-employee director compensation at our peer companies and relies in part on the advice of an independent compensation consultant.

Non-Employee Director Compensation

The Nominating, Governance, and Corporate Responsibility Committee, based in part on a review of compensation practices at our peer companies and the advice of an independent compensation consultant, approved a compensation structure for non-employee directors that provides for the following: each non-employee director, other than the Chair and the Lead Independent Director, receives an annual cash retainer of $100,000, paid quarterly, and an annual stock award with a value of $130,000. The Chair receives an annual cash retainer of $155,000, paid quarterly, and an annual stock grant with a value of $185,000. The Lead Independent Director receives an annual cash retainer of $125,000, paid quarterly, and an annual stock award with a value of $130,000, which is the same as other non-employee directors. Committee chairs receive an additional annual cash retainer, paid quarterly, of $20,000 for each of the chairs of Audit Committee and the Compensation and Leadership Development Committee, and $15,000 for each of the chairs of the Finance Committee, the Nominating, Governance, and Corporate Responsibility Committee and the Nuclear, Operations, and Environmental Oversight Committee.

Election to Defer Compensation

Non-employee directors may defer the receipt of all or part of their cash retainers through our non-qualified deferred compensation plan (“DCP”) or all or part of the equity retainer through issuance of Deferred Share Units (“DSU”) under the Evergy, Inc. Long-Term Incentive Plan (“LTIP”).

Non-employee directors may also elect to have all, or a part, of their cash retainers converted into DSUs under the LTIP.

As of the date any dividend is paid to common stock shareholders, each DSU account is credited with additional DSUs equal to the number of shares of common stock that could have been purchased (at the closing price of our common stock on that date) with the amount which would have been paid as dividends on the number of shares equal to the number of DSUs.

Expense Reimbursement

Members of the Board will also receive standard reimbursements for expenses incurred in connection with meeting attendance and professional education.

Charitable Contribution Matching

We also match up to $10,000 per year of charitable donations made by each director to 501(c)(3) organizations that meet our strategic giving priorities. In addition, in 2019 our directors were able to participate in charitable giving campaigns that were available to all employees, for which the Company also provides matching donations either based on individual or aggregate donations.

Liability Insurance

Consistent with our peer group and other public companies, we provide liability insurance to our directors under our directors and officers insurance policies. We have also entered into standard indemnification agreements with each of our directors.

Corporate Governance     Director Compensation  | Evergy 2020 Proxy Statement   24

TABLE OF CONTENTS

Stock Ownership Requirements

Our Corporate Governance Guidelines provide that non-employee directors are expected, within five years of their initial election to the Board, to acquire and hold Evergy stock with a value equal to at least five times the amount of the annual non-employee director cash retainer. As for December 31, 2019, all of our non-employee directors satisfied, or were on pace to satisfy, this requirement.

2019 Director Compensation

The following table outlines all compensation paid to our non-employee directors in 2019. We have omitted the columns titled “Option Awards” and “Non-Equity Incentive Plan Compensation” because our non-employee directors did not receive such compensation in 2019. Messrs. Andrews and Keglevic are not included because they did not serve on the Board in 2019.

Name
Fees Earned
or Paid
in Cash(1)
($)
Stock
Awards(2)
($)
Nonqualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
Mollie Hale Carter
 
100,000
 
 
127,965
 
 
5,339
 
 
10,000
 
 
243,304
 
Charles Q. Chandler IV
 
125,000
 
 
127,965
 
 
55,105
 
 
10,000
 
 
318,070
 
Gary D. Forsee
 
100,000
 
 
127,965
 
 
45,662
 
 
15,000
 
 
288,627
 
Scott D. Grimes
 
100,000
 
 
127,965
 
 
 
 
 
 
227,965
 
Richard L. Hawley
 
100,000
 
 
127,965
 
 
 
 
 
 
227,965
 
Thomas D. Hyde
 
120,000
 
 
127,965
 
 
25,682
 
 
10,000
 
 
283,647
 
B. Anthony Isaac
 
115,000
 
 
127,965
 
 
 
 
10,000
 
 
252,965
 
Sandra A.J. Lawrence
 
115,000
 
 
127,965
 
 
5,171
 
 
 
 
242,965
 
Ann D. Murtlow
 
115,000
 
 
127,965
 
 
 
 
 
 
248,136
 
Sandra J. Price
 
100,000
 
 
127,965
 
 
 
 
10,000
 
 
237,965
 
Mark A. Ruelle
 
155,000
 
 
182,113
 
 
3,215
 
 
10,000
 
 
350,328
 
John J. Sherman
 
120,000
 
 
127,965
 
 
 
 
35,000
 
 
282,965
 
S. Carl Soderstrom Jr.
 
100,000
 
 
127,965
 
 
 
 
 
 
227,965
 
John Arthur Stall(5)
 
75,000
 
 
128,643
 
 
 
 
 
 
203,643
 
(1)Represents cash retainers for service on the Board and its committees. As discussed in “Election to Defer Compensation” above, non-employee directors can elect to convert all or part of their cash retainers into DSUs. In 2019, Ms. Carter ($93,986), Mr. Chandler ($99,513), Mr. Forsee ($24,102), Mr. Grimes ($10,706), Mr. Hyde ($16,808), Ms. Lawrence ($58,965), Ms. Murtlow ($10,706), Ms. Price ($8,218) and Mr. Ruelle ($3,362) received the amounts shown by their names in DSUs pursuant to elections to convert cash retainers into DSUs.
(2)The amounts reflect equity retainers paid by Evergy in 2019. The amount shown is the aggregate grant date fair value of equity granted in 2019 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
(3)The amounts shown represent the above-market earnings during 2019 on nonqualified deferred compensation.
(4)Reflects amounts matched by the Company for qualifying charitable contributions made by the non-employee directors.
(5)Mr. Stall was elected to the Board on March 25, 2019; therefore, his cash retainer was pro rated.

Corporate Governance     Director Compensation  | Evergy 2020 Proxy Statement   25

TABLE OF CONTENTS

Proposal
2
Approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, the compensation tables, related footnotes and narrative discussion of this proxy statement.
The Board recommends a vote FOR the approval of the executive compensation on an advisory basis.

Public companies are required to provide their shareholders with the opportunity to approve, on an advisory and non-binding basis, the compensation of their named executive officers. In 2019, approximately 97% of our shareholders that voted approved of the compensation of our named executive officers. We believe this strong shareholder support demonstrates the alignment of shareholder interests with our executive compensation program and philosophy.

The Board believes that providing shareholders with an annual advisory vote on executive compensation can produce useful and timely information on investors’ views of the Company’s executive compensation program. Although the vote is advisory and non-binding, we value the opinions of our shareholders and the Compensation and Leadership Development Committee will consider this vote when making future compensation decisions.

As discussed below, our executive compensation program is designed to support achievement of our business stategy without encouraging excessive risk-taking, to attract and retain highly qualified executives, pay for performance, reward long-term growth and sustained profitability and encourage teamwork. The Board strongly endorses our executive compensation program and recommends that our shareholders vote in favor of the following resolution:

 
“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, the Executive Compensation section, the compensation tables, related footnotes and narrative discussion of this proxy statement.”
 

We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our next annual meeting of shareholders, unless our Board modifies its current policy of holding this vote on an annual basis.

The Board of Directors unanimously recommends a vote FOR this proposal.

2 – Advisory Vote on Executive Compensation     Evergy 2020 Proxy Statement   26

TABLE OF CONTENTS

   

Executive Summary of 2019 Compensation

The Compensation Discussion and Analysis (“CD&A”) that follows provides a comprehensive explanation of the compensation awarded to, earned by, or paid to the following individuals listed below, who are our named executive officers (“NEOs”), for 2019:

Terry Bassham, President and Chief Executive Officer;
Kevin E. Bryant, Executive Vice President and Chief Operating Officer;
Greg A. Greenwood, Executive Vice President, Strategy and Chief Administrative Officer;
Anthony D. Somma, Executive Vice President and Chief Financial Officer; and
Heather A. Humphrey, Senior Vice President, General Counsel and Corporate Secretary.
2019 Compensation Decisions
Balanced Mix of Compensation Weighted Toward Incentivizing Performance. For 2019, under our compensation structure, a majority of each NEO’s target compensation was “at risk” and subject to performance to further align the interests of the NEOs with the shareholders.


Base Salaries Unchanged. Recognizing that 2019 represented the first full fiscal year following completion of the merger, base salaries for our named executive officers remained unchanged.
Annual Cash Incentives Tied to Critical Financial and Operational Objectives. Our 2019 annual cash incentive objectives and achievements were as follows:
2019 Annual Incentive Objectives
Weighting
(Percent)
Achievement
(Percent of Target)
Safety Audits (per month)
 
10
%
100.0%
System Average Interruption Duration Index (SAIDI)
 
15
%
110.4%
Equivalent Availability – Coal
 
10
%
140.8%
Equivalent Availability – Nuclear
 
2
%
200.0%
Start Reliability – Gas / Oil
 
3
%
200.0%
Customer Satisfaction (Evergy Kansas Central)
 
5
%
125.0%
Customer Satisfaction (Evergy Metro)
 
5
%
0.0%
Adjusted Earnings Per Share(1)
 
25
%
110.0%
Total Adjusted Non-Fuel Operations and Maintenance Expense(1)
 
25
%
148.0%
(1)These measures are not calculated in accordance with generally accepted accounting principles (GAAP). See Appendix A for a reconciliation to the most comparable measures calculated in accordance with GAAP.

Executive Summary of 2019 Compensation    Evergy 2020 Proxy Statement   27

TABLE OF CONTENTS

Our weighted achievement for 2019 was 121.5 percent of target. No adjustments were made to any NEO award. Based on this performance, the following performance cash awards were paid to our NEOs:

Name
Base
Salary
2019
Incentive Award
at Target (Percent of
Annual Base Salary)
2019
Actual Award
As a percent of
Target bonus
2019
Actual Award Paid
($)
Mr. Bassham
$
950,000
 
100%
121.5%
$
1,154,250
 
Mr. Bryant
$
520,000
 
80%
121.5%
$
505,440
 
Mr. Greenwood
$
520,000
 
80%
121.5%
$
505,440
 
Mr. Somma
$
495,000
 
80%
121.5%
$
481,140
 
Ms. Humphrey
$
484,000
 
65%
121.5%
$
382,239
 
Long-Term Incentive Awards Weighted to Performance-Based Vehicles. We granted long-term incentive awards in 2019 that will, subject to continued employment, “cliff” vest in three years. A significant portion of the awards – 75% – is allocated to awards that vest, if at all, based on Evergy’s total shareholder return relative to companies in the Edison Electric Institute (“EEI”) index. A summary of these grants is as follows:
Name
2019 Equity Incentives
2019
Time-Based
RSUs
2019
Performance-Based
RSUs
(Target)
Percentage of Annual
Base Salary
Dollars
Mr. Bassham
400%
$
3,800,000
 
$
950,000
 
$
2,850,000
 
Mr. Bryant
150%
$
780,000
 
$
195,000
 
$
585,000
 
Mr. Greenwood
150%
$
780,000
 
$
195,000
 
$
585,000
 
Mr. Somma
150%
$
742,500
 
$
185,625
 
$
556,875
 
Ms. Humphrey
130%
$
629,200
 
$
157,300
 
$
471,900
 
Adopted Market-Standard Executive Severance Arrangements. We adopted market-standard change-in-control severance agreements that eliminated all excise tax “gross-ups.” In addition, based on a review of market practices, and to standardize separation benefits in connection with a termination by the Company other than for “cause” outside of a strategic transaction, we adopted an executive severance plan to govern officer departures.
Strong Compensation Governance Practices

Our Committee believes our executive compensation program also features best-in-class governance practices, such as:

Alignment between pay and performance
Clawback provisions
Compensation heavily weighted to performance
Standard annual equity grant cycle
Independent Committee oversight
No employment contracts
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 oversight of succession plans
No tax “gross-ups”
Annual risk assessment
 
 

Executive Summary of 2019 Compensation    Evergy 2020 Proxy Statement   28

TABLE OF CONTENTS

   

Compensation Discussion and Analysis

   

Compensation Philosophy, Objectives and Process

Compensation Philosophy and Objectives

Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking. The primary objectives of our compensation program are to:

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.

Independent Compensation Consultant

For 2019, the Compensation and Leadership Development Committee retained Meridian Compensation Partners, LLC (“Meridian”) to evaluate, and provide advice with respect to, our executive compensation program. At the committee’s request, Meridian reviews the Company’s executive compensation and benefit programs, analyzes base salaries and variable pay relative to market data and peer companies, advises on compensation practices of peer companies and performs other activities related to executive compensation as requested by the committee. Meridian neither determines, nor recommends, the amount of any executive’s compensation. The committee retains the sole authority to select, retain, direct or dismiss any executive compensation consultant engaged by the committee. In addition, annually, the committee confirms that any compensation consultant engaged by the committee remains independent and free from conflicts of interest that would prevent the applicable consultant from independently representing the committee.

Role of Peer Group

The committee evaluates the Company’s compensation program against peer companies because the committee believes that peer companies are generally representative of the types of companies with which Evergy competes for executive-level talent and have similar businesses as Evergy. To select the peer companies, the committee identifies companies with a size and business mix similar to the Company and then assesses those potential peer companies by annual revenues, market value and percentage of total revenues from regulated electric operations. The committee used the following peer group in connection with 2019 compensation decisions.

Alliant Energy Corporation
Entergy Corporation
PPL Corporation
Ameren Corporation
NiSource Inc.
SCANA Corporation
CenterPoint Energy, Inc.
OGE Energy Corp.
WEC Energy Group, Inc.
CMS Energy Corporation
Pinnacle West Capital Corporation
Xcel Energy Inc.
DTE Energy Company
Portland General Electric Company
 

Executive Summary of 2019 Compensation    Compensation Philosophy, Objectives and Process | Evergy 2020 Proxy Statement   29

TABLE OF CONTENTS

The Compensation Process

Process for Setting Compensation in Connection with the Merger

Prior to closing of the merger, the members of the post-closing management team retained Willis Towers Watson to conduct a competitive market assessment of the post-closing executive officer compensation program. The competitive market assessment reviewed base salary and target short-term incentives, long-term incentives, total cash compensation and total direct compensation.

To conduct this analysis, Willis Towers Watson provided market data from two sources. One source was Willis Towers Watson’s 2017 Energy Services Executive Compensation Database, which is an annual compilation of compensation for executive officer positions at a broad group of energy and utility companies nationwide. Willis Towers Watson obtained data from its database for positions that in its judgment most closely corresponded to the duties and responsibilities associated with each of our post-closing officer positions. Willis Towers Watson then adjusted the data to account for the different total revenues of the companies in its database as compared to our projected post-merger revenues. Willis Towers Watson also reviewed data derived from the 2016 proxy statements for companies in our post-closing peer group. The proxy data was used to compare the proposed compensation levels of our executive officers against the compensation of corresponding executive officers of companies in the post-closing peer group. This comparison allowed for an evaluation of the reasonableness of the Willis Towers Watson survey data and of our proposed post-closing executive officer compensation program. Willis Towers Watson also reviewed the executive officer compensation from Great Plains Energy and Westar Energy.

Meridian reviewed the work of Willis Towers Watson and provided input on the benchmark matches and methodologies. The Committee, and Board, had full authority to adjust any of the recommendations and provide final decisions with respect to compensation.

Based on the foregoing work and analysis, at the closing of the merger the Evergy Board approved the salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) for each of the officers, other than the Chief Executive Officer. Following the closing of the merger, using the information discussed above, and following consultation with Meridian, the committee met to review the proposed salary, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) for the Chief Executive Officer. The Board subsequently approved these amounts based on the recommendation of the Committee.

The base salaries, target short-term incentive compensation (expressed as a percentage of base salary) and target long-term incentive compensation (expressed as a percentage of base salary) of all executive officers, including NEOs, were unchanged in 2019 because they were set in the second half of 2018.

Annual Compensation Review Process

Our Compensation and Leadership Development Committee charter provides that, on an annual basis, the Committee is responsible for evaluating, and recommending for approval by the non-management members of the Board, Chief Executive Officer compensation, incentives and benefits. The charter further provides that, on an annual basis, the Committee is responsible for evaluating and approving the same for our other NEOs and for evaluating and advising our Chief Executive Officer on compensation, incentives and benefits for all other officers. Since all officer compensation was set in the second half of 2018 in connection with the merger, the Committee did not undertake a comprehensive annual review in 2019 separate and apart from the process related to the merger described above.

Role of Executive Officers

While the Chief Executive Officer at times attends meetings of the Committee, he is not a member and does not vote on Committee matters. In addition, there are portions of committee meetings when the Chief Executive Officer is not present, such as when the Committee is in closed executive session or discusses the Chief Executive Officer’s performance or individual compensation. The Chief Executive Officer’s compensation levels and performance goals are recommended by the Committee for approval by the non-management members of the Board. Consistent with other companies, and in the ordinary course of their job responsibilities, the Chief Executive Officer and other executive officers play a role in the design and evaluation of the Company’s compensation programs and policies. For example, because of their extensive knowledge of the Company and its operations, these executives are in a position to suggest to the Committee operational and financial measures that align annual compensation with value for shareholders and customers. Notwithstanding this involvement, all compensation decisions for the Chief Executive Officer and the other NEOs are ultimately made by the Committee or the non-management members of the Board, and all compensation decisions for the officers are reviewed by the Committee.

Executive Summary of 2019 Compensation    Compensation Philosophy, Objectives and Process | Evergy 2020 Proxy Statement   30

TABLE OF CONTENTS

   

Summary and Analysis of Executive Compensation

The primary elements of our executive compensation program are summarized below.

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 strong performers
Attract and retain talent
 
Aligned within a reasonable range of market median
 
 
Short-Term Incentives
Variable compensation earned based on performance against pre-established objectives
Incentivize behaviors that contribute to operational performance and shareholder value
 
 
 
Attract and retain talent
Equity Compensation
Restricted Equity Incentives
75% of incentives are performance-based, and 25% are time-based
Incentivize creation of long-term shareholder value
Align compensation with shareholder interests
Equity incentives with three year “cliff” vesting
 
Build stock ownership
 
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
Attract and retain talent
Provide compensation deferrals in a tax-efficient manner
Retirement Benefits
Pension plan*
Provide competitive total compensation package
 
Supplemental executive retirement plans
 
Facilitate succession planning
 
401(k) plan
Attract and retain talent
Change-in-Control Benefits
Payments in the event of (i) change-in-control and (ii) termination of employment
Align executive interests with shareholder interests
Attract and retain talent
Executive Severance Benefits
Payments in the event of termination of employment without cause
Align executive interests with shareholder interests
Attract and retain talent
Other Benefits
Financial planning services / health physicals
Provide competitive total compensation package
 
Standard benefits, such as medical, life insurance and disability
Attract and retain talent
*Frozen to new hires

Executive Summary of 2019 Compensation    Summary and Analysis of Executive Compensation | Evergy 2020 Proxy Statement   31

TABLE OF CONTENTS

Cash Compensation

Cash compensation for our NEOs includes a market-competitive base salary and performance-based short-term incentives. The Committee believes that, in general, cash compensation should comprise an increasingly smaller percent of total compensation as officers move to higher levels of responsibility.

Base Salary

At closing of the merger in 2018, each NEO received a salary increase from what he or she was paid by his or her predecessor company for retention purposes and to ensure that each NEO’s salary was competitively aligned with the median salary of individuals in comparable positions in companies of similar size within the industry. In turn, the Committee did not approve any salary increases for NEOs in 2019. Annualized base salaries for our NEOs are as follows:

Name
2018 (Post-Merger)
2019
Mr. Bassham
President and Chief Executive Officer
$
950,000
 
$
950,000
 
Mr. Bryant
Executive Vice President and Chief Operating Officer
$
520,000
 
$
520,000
 
Mr. Greenwood
Executive Vice President, Strategy and Chief Administrative Officer
$
520,000
 
$
520,000
 
Mr. Somma
Executive Vice President and Chief Financial Officer
$
495,000
 
$
495,000
 
Ms. Humphrey
Senior Vice President, General Counsel and Corporate Secretary
$
484,000
 
$
484,000
 

Short-Term Incentives

Our short-term incentive plan is based upon a mix of financial and operational metrics that the Committee believes drive the creation of shareholder value and reflect critical operating objectives. Because of their extensive knowledge of the Company and its operations, management recommends objectives and targets, which the Committee analyzes, and if deemed necessary adjusts, with input from the independent compensation consultant before Committee approval. As part of the review, the Committee analyzes risks associated with the short-term incentive plan. In establishing final objectives and targets, the Committee seeks to ensure that:

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 overall compensation program established by the Committee.

The 2019 short-term incentive plan provided for financial and operational objectives each weighted at 50%.

Executive Summary of 2019 Compensation    Summary and Analysis of Executive Compensation | Evergy 2020 Proxy Statement   32

TABLE OF CONTENTS

The short-term incentive plan provides for 100% payout for target performance for each objective, 50% for threshold performance, 150% for stretch performance and 200% for maximum performance. Objective performance is interpolated between performance levels. Objective performance achievement that is less than threshold achievement results in a zero payment for that objective. Additional information and results for the 2019 short-term incentive plan are described below.

Objective
Weight
(%)
Threshold
50%
Target
100%
Stretch
150%
Superior
200%
Actual
Result
Payout %
Safety Audits
 
10
%
 
 
 
2
 
 
 
 
 
 
2
 
 
100.0
%
SAIDI
 
15
%
 
121.79
 
 
103.64
 
 
100.14
 
 
96.00
 
 
102.91
 
 
110.4
%
Generation Availability – Coal
 
10
%
 
79.7
%
 
83.4
%
 
89.4
%
 
90.5
%
 
88.3
%
 
140.8
%
Generation Availability – Nuclear
 
2
%
 
78.8
%
 
83.9
%
 
85.5
%
 
86.4
%
 
87.2
%
 
200.0
%
Start Reliability – Gas / Oil
 
3
%
 
96.0
%
 
97.0
%
 
98.0
%
 
99.0
%
 
99.2
%
 
200.0
%
Customer Satisfaction (Westar)
 
5
%
 
 
 
15/16
 
 
12/16
 
 
8/16
 
 
13/16
 
 
125.0
%
Customer Satisfaction (Great Plains)
 
5
%
 
 
 
14/16
 
 
12/16
 
 
8/16
 
 
16/16
 
 
0.0
%
Adjusted Earnings Per Share for Incentive Compensation
 
25
%
$
2.80
 
$
2.90
 
$
2.95
 
$
3.00
 
$
2.91
 
 
110.0
%
Adjusted NFOM for Incentive Compensation
 
25
%
$
1,202.7M
 
$
1,173.4M
 
$
1,158.7M
 
$
1,144.1M
 
$
1,159.3
 
 
148.0
%
Weighted Achievement %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
121.5
%

Safety. Safety is a core part of the Company’s “people first” values. To incentivize maintaining a safety-conscious work environment and addressing situations where safety can be improved, the short-term incentive plan objective was based on the number of safety audits that were completed per month and that have 95% of related correction plans completed within 45 days of completion of the audit (or a plan to achieve compliance with the audit). In 2019, to reflect the belief that officer short-term incentive compensation should not vary based on the relative level of safety, the Committee established a single “all or none” metric whereby achievement of less than the metric results in no payout for the objective, and achievement of the metric (or greater) results in 100% payout for the metric. The target was set at 2 safety audits per month, which was the “stretch” performance goal for 2018 that was met by the Company. The Company met this goal in 2019, resulting in a 100% payout for this metric.

SAIDI. System Average Interruption Duration Index (“SAIDI”) is an objective system reliability metric created by the Institute of Electrical and Electronics Engineers that measures, in minutes, the average outage duration for each customer that experienced an outage. The Committee used a probabilistic analysis to set performance levels, with the target goal as the mathematical mean of historical results. Due in part to grid resiliency work completed by the Company, the Company achieved a SAIDI of 102.91 minutes, resulting in a 110.4% payout for this metric.

Generation Availability. Coal and nuclear generation are typically referred to as “baseload” generation and, historically, sought to operate at full capacity as the primary source for generating electricity. Equivalent Availability measures the percentage of the year the Company’s coal-fired and nuclear base-load generation fleet is available for operating at full capacity. Gas and oil generation have historically been more variable and are impacted by demand, outages and other factors. As a result, the ability to efficiently start gas and oil generation plants is viewed favorably. The Company calculates Equivalent Availability and Start Reliability consistent with North American Electric Reliability Corporation (“NERC”), reporting standards. Higher Equivalent Availability and Start Reliability indicates better performance.

Coal. The Committee set performance goals for coal generation based on an average of the preceding 10 years of availability weighted by generation plant capacity. Target was set at the 50th percentile. Coal unit availability was 88.3%, resulting in a payout of 140.8%.

Nuclear. Target for our Wolf Creek nuclear generating station was set at 2019 availability projected by management, which was set based on the average preceding 10 years of availability and factored in a mandatory outage scheduled in 2019 for refueling and maintenance. As a result, target took into account historical performance and incentivized management to successfully plan and execute the outage. Driven largely by successful management of the planned outage, nuclear availability was 87.2%, resulting in a payout of 200%.

Executive Summary of 2019 Compensation    Summary and Analysis of Executive Compensation | Evergy 2020 Proxy Statement   33

TABLE OF CONTENTS

Gas /Oil. Due to the variable and event-driven nature of gas and oil generation, historical averages of start reliability are generally less indicative of future performance. In addition, the generation market has undergone dramatic changes in the last decade and all generation is being dispatched in different ways than has historically been done. For example, and in general, we now seek to bid our gas and oil generation to meet “next day” electricity demand when we deem it in our economic interest to do so, taking into account the price at which we can sell the generation and the personnel and maintenance expenses we incur to do so. In light of the changes in the generation markets, and the age of the Company’s gas and oil plants, the Committee evaluated seven years of start reliability, and set target at a level that was consistent with historical averages. Gas and oil unit start reliability was 99.2%, resulting in a payout of 200%.

Customer Satisfaction. Customer satisfaction was evaluated based on results of the J.D. Power Residential Customer Satisfaction Index. Due to the comparative nature of the survey, legacy company results were tracked separately. “Target” was set at a level that required each legacy company to improve one rank from 2018 survey results. Failure to improve customer satisfaction from 2018 would result in no payout for this metric. On a blended basis, customer satisfaction achieved above the target level of performance for Westar Energy, but below the target level of performance, for Great Plains Energy resulting in a payout of 63%.

Adjusted Earnings Per Share for Incentive Compensation. Due to the importance of delivering earnings growth, the Committee weighted 25% of the short-term incentive plan on the achievement of earnings per share goals. The goals established for 2019 were consistent with the Company’s publicly-disclosed earnings guidance. “Threshold” was set at the bottom of the range, target was set at the mid-point of this range and “superior” was set at the upper end of the range, with “stretch” being set at the mid-point between “target” and “superior.” Adjusted earnings per share for incentive compensation in 2019 was $2.91, resulting in a payout of 110%.

Adjusted earnings per share for incentive compensation is a financial measure that is not calculated in accordance with GAAP. Adjusted earnings per share for incentive compensation is defined as earnings per share without (1) rebranding costs, (2) voluntary severance expenses, (3) the amount of incentive compensation expense above or below the amount of budget and (4) the tax benefits attributable to these costs. See Appendix A to this proxy statement for a reconciliation of this measure to earnings per share, the most directly comparable measure computed in accordance with GAAP.

Total Adjusted Non-Fuel Operating and Maintenance Expense for Incentive Compensation. The Company’s primary subsidiaries are fully-integrated regulated electric utilities, and prices are generally set by regulators. The Company’s regulators generally allow the Company to recover in prices fuel costs and prudently-incurred capital expenses. Accordingly, non-fuel operating and maintenance expenses, which are variable, impact the Company’s financial results. In connection with integration planning, and as part of the regulatory approval process related to the merger, Great Plains Energy and Westar Energy projected non-fuel operating and maintenance expense savings that would, if plans were achieved, be realized over several years. These same savings were utilized by the boards of directors of each company in analyzing the financial viability of the merger and were presented to shareholders in connection with seeking approval of the merger. Due to the importance of these savings, the Company weighted 25% of the short-term incentive plan on achieving these savings.

Adjusted non-fuel operating and maintenance expense for incentive compensation is a financial measure that is not calculated in accordance with GAAP. Adjusted non-fuel operating and maintenance expense for incentive compensation, as used by the Company, is defined as non-fuel operating and maintenance expense less (1) rebranding costs, (2) lease expense that management expected to incur related to an interest in one of the Company’s generating stations that was previously owned by an unaffiliated third-party, (3) severance expenses and (4) incentive compensation.

The target amount of adjusted non-fuel operating and maintenance expense reflects the 2019 budget that was reflective of the target announced in connection with the merger. Actual adjusted non-fuel operating and maintenance expense for incentive compensation resulted in a 148% payout for this metric. See Appendix A to this proxy statement for a reconciliation of this measure to operating and maintenance expense, the most directly comparable measure computed in accordance with GAAP.

Executive Summary of 2019 Compensation    Summary and Analysis of Executive Compensation | Evergy 2020 Proxy Statement   34

TABLE OF CONTENTS

Targets and awards earned by each NEO for the 2019 short-term incentive plan are shown below.

Name
Base
Salary
2019
Incentive Award
at Target (Percent of
Annual Base Salary)
2019
Actual Award
As a Percent of
Target bonus
2019
Actual Award Paid
($)
Mr. Terry Bassham
President and Chief Executive Officer
$
950,000
 
100%
121.5%
$
1,154,250
 
Mr. Kevin E. Bryant
Executive Vice President and Chief Operating Officer
$
520,000
 
80%
121.5%
$
505,440
 
Mr. Greg A. Greenwood
Executive Vice PresidentStrategy and Chief Administrative Officer
$
520,000
 
80%
121.5%
$
505,440
 
Mr. Anthony D. Somma
Executive Vice President and Chief Financial Officer
$
495,000
 
80%
121.5%
$
481,140
 
Ms. Heather A. Humphrey
Senior Vice President, General Counsel and Corporate Secretary
$
484,000
 
65%
121.5%
$
382,239
 

Discretionary Cash or Stock Awards

From time to time, the Committee may grant a discretionary cash or stock award to an NEO or other officer for special accomplishments or achievements. We did not provide discretionary cash or stock awards to our NEOs in 2019.

Equity Compensation

General

The Committee approves long-term incentive compensation for our officers who are in positions to make positive contributions to our long-term performance and to create shareholder value. The Committee believes restricted share units accomplish our executive compensation program objectives because they:

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; and
provide a retention incentive for key employees because the restricted share units vest over time and will be forfeited in whole or in part if an officer’s employment terminates prior to vesting.

Equity awards, which are made under our shareholder-approved LTIP, are generally targeted near the median range of awards granted to officers at our peer group companies. While our NEOs are eligible for equity awards under the LTIP, none of them have any right to be granted awards.

The Committee grants equity incentives effective generally the first business day in March of each year and uses a mix of time-based restricted stock units and performance-based restricted stock units that are paid solely on the basis of the attainment of performance goals. Units generally “cliff” vest in three years from the respective dates of grant, subject to satisfaction of the award terms, such as continued employment through the vesting. Dividend equivalents on the number of performance-based units actually earned are paid in cash at the same time as the vesting of the earned performance-based units, if any. Dividends accrued on all time-based units are reinvested during the vesting period (and, in turn, forfeited if the time-based unit is forfeited), and are subject to the same restrictions as the associated restricted stock unit.

Performance-based units can be earned at the end of the performance period from 0% to 200% of the target amount, depending on actual performance. Performance results for a goal that are below threshold will result in a zero payment for that goal. The performance period begins on January 1 of the grant year and ends on December 31 of the second year

Executive Summary of 2019 Compensation    Summary and Analysis of Executive Compensation | Evergy 2020 Proxy Statement   35

TABLE OF CONTENTS

following the grant year. Performace is measured on a calendar year basis to align with Evergy’s fiscal year. Accordingly, at the end of any given calendar year, the performance objective related to performance-based units may be satisfied, but the performance-based units will not vest, if at all, until the following March, subject to satisfaction of the award terms.

The performance objective for 2019 performance-based restricted stock units was total shareholder return of Evergy relative to the companies included in the EEI index of electric utility companies over the applicable three-year period. Specific performance targets, as shown below, were set with interpolation between the targets. To appropriately balance actual performance against relative performance to the EEI index, any payout for the applicable period would be capped at target (100%) if actual total shareholder return performance was negative.

Performance Share Objective
Weighting
(Percent)
Threshold
(50%)
Target
(100%)
Stretch
(150%)
Superior
(200%)
Three Year TSR versus EEI Index
100%
30th
Percentile
50th
Percentile
70th
Percentile
90th
Percentile

Targets and equity incentives granted to each NEO in 2019 are shown below. For 2019, 25% of the named executive officers’ long-term incentive was in the form of time-based restricted share units and, to incentivize performance and align the named executive officers’ interests with those of shareholders, 75% was in the form of performance-based restricted share units.

 
2019 Equity Incentives
2019 Time-Based RSUs
2019 Performance-Based RSUs
(Target)
Name
% of Salary
Dollars
Dollars
Units (1)
Dollars
Units (1)
Mr. Bassham
 
400
%
$
3,800,000
 
$
950,000
 
 
16,501
 
$
2,850,000
 
 
49,502
 
Mr. Bryant
 
150
%
$
780,000
 
$
195,000
 
 
3,387
 
$
585,000
 
 
10,161
 
Mr. Greenwood
 
150
%
$
780,000
 
$
195,000
 
 
3,387
 
$
585,000
 
 
10,161
 
Mr. Somma
 
150
%
$
742,500
 
$
185,625
 
 
3,225
 
$
556,875
 
 
9,673
 
Ms. Humphrey
 
130
%
$
629,200
 
$
157,300
 
 
2,733
 
$
471,900
 
 
8,197
 
(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 $57.57 per share.

2017 Performance Shares

In early 2017, performance shares were awarded by Great Plains Energy for the 2017 to 2019 performance period. The performance objective for the 2017 performance shares was the same as the performance objective for the 2019 performance-based restricted stock units described above - total shareholder return relative to the companies included in the EEI index of electric utility companies over the three-year performance period. Payouts for the 2017 performance shares are earned according to the following schedule:

Performance Share Objective
Weighting
(Percent)
Threshold
(50%)
Target
(100%)
Stretch
(150%)
Superior
(200%)
Three Year TSR versus EEI Index
100%
30th
Pe