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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.  )
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Preliminary Proxy Statement

Confidential for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

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Soliciting Material under §240.1a-12
Evergy, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
March 23, 2022
Dear Shareholder:
We are pleased to invite you to the annual meeting of shareholders of Evergy, Inc. For the health and safety of our shareholders and employees during the COVID-19 pandemic, the meeting will be held via live audio webcast and using online shareholder tools at 10:00 a.m. Central Daylight Time, on Tuesday, May 3, 2022, at www.virtualshareholdermeeting.com/EVRG2022.
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 2021 compensation of our named executive officers;
3.
Approve the Evergy, Inc. Amended and Restated Long-Term Incentive Plan;
4.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022; and
5.
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,

David A. Campbell
President and Chief Executive Officer

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A Letter from Your Board of Directors


Dear Fellow Shareholders:
We join David in inviting you to Evergy’s 2022 annual shareholder meeting, which once again will be held virtually. We believe sound governance provides the foundation for long-term shareholder value. A few highlights are noted below, but we encourage you to review our proxy statement for further information about our approach.
Management Succession Planning
We welcomed David Campbell as Evergy’s new President and Chief Executive Officer in January 2021 and are excited to have him as a member of the Board. Kirk Andrews, who served on our Board and on the strategic committee that oversaw development of our new long-term plan in 2020, transitioned from his role on the Board to become our Executive Vice President and Chief Financial Officer in February 2021. We have also added several officers and repositioned existing leadership to drive further execution of our strategic plan. Indeed, with this backdrop in mind, we are proud to say that our balanced scorecard reflects that in aggregate, we exceeded our financial and operational targets in 2021.
Responsible Board Refreshment
As previously announced, Art Stall is not standing for re-election following 12 years of service to the company, and Mollie Carter is doing the same after 18 years. We thank Art and Mollie for their service and are excited to nominate Mr. James Scarola to the Board. Jim brings a unique blend of policy and operating experience in the nuclear industry, having served as a chief nuclear officer and as chair for the United States nuclear industry response to the Fukushima nuclear accident that occurred in Japan over a decade ago. You can find more information about all our nominees in this proxy statement and we hope you will support our continued efforts to look after your company. Our Board will be comprised of 12 directors following the meeting.
Environmental, Social, and Governance Leadership
We updated our integrated resource plan in 2021, which outlined our intention to add a significant amount of renewable generation and retire coal generation over the next decade. In 2021, our CO2 emissions were 46% below 2005 levels reflecting significant progress toward our interim goal of a 70% reduction in CO2 emissions from 2005 levels by 2030, with a long-term target of net-zero carbon by 2045. We produce nearly a third of our customers’ power annually from renewable sources, and in combination with nuclear generation, nearly half the power to homes and businesses we serve comes from emission-free sources.
We also value shareholder participation in our governance processes. We introduced “proxy access” rights for shareholders for the 2021 proxy season. We also recently amended our bylaws to allow certain long-term shareholders to call special shareholder meetings. Moreover, our shareholders have been involved in identifying four of the five directors that we have added to the Board since 2020. Our proxy statement includes additional information about our environmental, social, and governance leadership.
Sincerely,

Evergy, Inc. Board of Directors

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Cautionary Statements Regarding Certain Forward-Looking Information
Statements made in this proxy statement that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to our strategic plan, including, without limitation, those related to earnings per share, dividend, operating and maintenance expense and capital investment goals; the outcome of legislative efforts and regulatory and legal proceedings; future energy demand; future power prices; plans with respect to existing and potential future generation resources; the availability and cost of generation resources and energy storage; targeted emissions reductions; and other matters relating to expected financial performance or affecting future operations. Forward-looking statements are often accompanied by forward-looking words such as “anticipates,” “believes,” “expects,” “estimates,” “forecasts,” “should,” “could,” “may,” “seeks,” “intends,” “proposed,” “projects,” “planned,” “target,” “outlook,” “remain confident,” “goal,” “will” or other words of similar meaning. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the forward-looking information. Factors that might cause such differences include, but are not limited to, those described in Part I, Item 1.A. of our Annual Report on Form 10-K for the year ended December 31, 2021. Additional risks and uncertainties are discussed from time to time in current, quarterly and annual reports we file with the Securities and Exchange Commission (“SEC”). We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WHEN
Tuesday, May 3, 2022
Check-In Time: 9:45 a.m. (Central Daylight Time)
Meeting Time: 10:00 a.m. (Central Daylight Time)
WHERE
Virtual format only via live audio webcast at www.vitrualshareholdermeeting.com/EVRG2022.
For the health and safety of our shareholders and employees during the COVID-19 pandemic, the meeting will be held via live audio webcast and using online shareholder tools. There will be no physical meeting location.
PROXY STATEMENT
This proxy statement, the accompanying proxy card and our 2021 annual report are made available to, and mailed, beginning on or about March 23, 2022, to holders of our common stock for the solicitation of proxies by our Board of Directors (“Board”) for the 2022 annual meeting of shareholders (the “2022 Annual Meeting”). Shareholders of record at the close of business on March 1, 2022, are entitled to notice of, and to vote at, the 2022 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 2022 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
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON May 3, 2022:

This proxy statement and our 2021 Annual Report are available at
https://materials.proxyvote.com/30034W
Notice of Annual Meeting of Shareholders | Proxy Statement  | Evergy 2022 Proxy Statement 1

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Proxy Statement Summary and Highlights
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 2021 Annual Report contains additional information about our businesses. This section is a summary, and you should read the entire proxy statement before voting.
Voting Matters and Board Recommendations
Agenda Item
Recommendation
Page
1:
Elect the nominees named in the proxy statement as directors
FOR each nominee
2:
Approve the 2021 compensation of our named executive officers on an advisory non-binding basis
FOR
3:
Approve the Evergy, Inc. Amended and Restated Long-Term Incentive Plan
FOR
​4:
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022
FOR
2021 Highlights
Evergy delivered strong financial and operational performance in 2021, as reflected by balanced scorecard results that exceeded target levels. Highlights include:
Delivered on our Strategic Plan.
Affordability: We saw continued improvement in regional rate competitiveness, with retail rates down approximately 4.2% in 2017-2021, outpacing regional peers and well below the rate of inflation. We recently filed in Missouri for our first base rate increase in over five years. Our continued focus on cost reductions resulted in ongoing savings that reduced the rate request increase by more than half, returning over $110 million in annual savings to customers.
Reliability: In 2021, we invested $2.05 billion across our system, with the largest portion focused on our transmission and distribution network. The program is focused on replacing aging equipment and modernizing the grid, driving benefits for customers by improving reliability, enhancing resiliency and the ability to withstand extreme weather, and increasing security. As we advance the use of smart grid technologies and transition towards a lower-cost, lower emissions generation fleet and upgraded customer systems, our investments will also enable us to reduce costs to serve customers.
Sustainability: We updated our integrated resource plan (“IRP”) in 2021, which outlined our intention to add nearly 4 giga-watts of renewable generation and retire nearly 2 giga-watts of coal over the next decade. In 2021, nearly half of the electricity we provided to customers came from carbon-free sources, reflecting significant progress toward our interim goal of a 70% reduction in CO2 emissions from 2005 levels by 2030, with a long-term target of net-zero carbon by 2045.
Exceeded Targeted Earnings Growth. Evergy’s 2021 earnings, calculated in accordance with generally accepted accounting principles (“GAAP”), were $880 million, or $3.83 per share, compared with earnings of $618 million, or $2.72 per share, for the full year 2020. Evergy’s 2021 adjusted earnings (non-GAAP) and adjusted earnings per share
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(non-GAAP) were $813 million and $3.54, respectively, compared to $706 million and $3.10 in 2020, representing a year-over-year increase in excess of 14%.(1) As a result, year-over-year growth in adjusted earnings outperformed our target of 6% to 8% annual growth.
Dividend Growth. We increased our dividend by 7% in 2021 to an annualized rate of $2.29 per share.
Reliability and Renewable Capital Investment Plan. We also updated our capital investment plan to reflect a targeted $10.7 billion of investment through 2026, including a target of nearly $2 billion of new renewable generation resources.
1
Adjusted earnings and adjusted earnings per share are not calculated in accordance with GAAP and are reconciled to the most comparable GAAP metrics in Appendix A to this proxy statement.
Environmental, Social, and Governance
Evergy achieved significant improvements in environmental, social, and governance (also “ESG”) efforts under the leadership and guidance of the Board and management. On its investor relations website, investors.evergy.com, Evergy provides quantitative and qualitative data regarding various environmental, social and governance matters, including information related to emissions, waste and water. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing. Highlights include:
Emissions Reductions and Environmental Leadership. In 2021, Evergy achieved a reduction of carbon dioxide emissions by 46%, and sulfur dioxide and nitrogen oxide by 98% and 88%, respectively, compared to the 2005 baseline numbers. Beyond these achieved reductions, Evergy has a goal to achieve net-zero CO2 emissions by 2045 with an interim goal of a 70% reduction of CO2 emissions from 2005 levels by 2030. The trajectory and timing of reaching the goal could be impacted by many external factors, including enabling technology developments, the reliability of the power grid, availability of transmission capacity, and supportive energy policies and regulations, and other factors.


Generation Transition. Evergy now produces nearly a third of our customers’ power annually from renewable sources. When combined with the production from our Wolf Creek Nuclear Generating Station, almost half of the power delivered to homes and businesses we serve comes from emission-free sources.
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Wind Generation. Evergy has been expanding wind energy production in the Midwest for years. With almost 4,400 megawatts of wind generation that we own or have under contract, our wind portfolio helps fuel Kansas’ state ranking as the second largest producer of renewable generation as a percentage of total generation in the United States.

Solar Power Generation and Water Consumption Reduction Efforts. Evergy owns or funds more than 25 solar projects in Kansas and Missouri. In April 2021, we broke ground on the 40-acre West Plains solar array, which will be just under 11 megawatts and will be constructed with more than 26,000 panels. The site is projected to be completed in 2022. Evergy has also undertaken projects that reduce water usage and increase water re-use and recycling. For additional information, please refer to Evergy’s investor relations website.
Evergy’s 2021 Master Credit Facility with Non-Emission and Diversity Metrics. In 2021, Evergy amended and restated its $2.5 billion master credit facility, with certain pricing based on diversity and non-emitting carbon generation goals. The applicable interest rates and commitment fees for the facility are subject to upward or downward adjustments, within certain limitations, if Evergy achieves, or fails to achieve, certain sustainability-linked targets based on two key performance indicator metrics: (i) Non-Emitting Generation Capacity and (ii) Diverse Supplier Spend (both as defined in the facility).
Focus on Diversity, Equity, and Inclusion. Evergy is focused on being a diverse, equitable, and inclusive company that empowers better futures for our employees and our communities. Diversity adds depth to our company and makes us stronger. At Evergy, it is our obligation to make sure we are aware of the ways our actions, consciously or unconsciously, impact our stakeholders and our company culture. We strive to take proactive steps to continually improve fostering diversity, equity and inclusion (“DE&I”). In 2021, we added a discretionary DE&I modifier to our executive annual incentive plan (“AIP”) to further promote and reinforce our commitment to DE&I. We measured our overall growth and engagement in four main pillars: talent pipeline, employee engagement, employee development, and supplier diversity.
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For 2022, we are refining our strategy to focus on marketplace, workplace, and workforce pillars. DE&I efforts align with the Company’s mission, values and strategic priorities with the implementation of a robust set of initiatives and qualitative/quantitative measures.
2021 DE&I Accomplishments
Supplier Diversity
Provided additional small and minority owned businesses with opportunities to work, develop and grow with the Company; diverse suppliers represented over 10% of total in-scope spend.
Received the 2021 Edison Electric Institute Innovation Award for Supplier Diversity.
Development
Launched a Cross-Cultural Mentorship Program for Evergy with 16 diverse leaders.
Participated in the McKinsey & Company Black Leadership Development Programs with 55 employees.
Provided over 5,000 DE&I training hours to employees and hosted approximately 50 DE&I virtual roadshows across the company.
Engagement
Extended two Business Resource Groups (“BRGs”) and grew the membership of the existing BRGs to achieve a total of 7 BRGs representing ~25% of our workforce.
Achieved generally consistent employee engagement scores across ethnic/demographic groups compared to the overall company mean.
Talent Pipeline
Included at least one diverse employee (person of color or female) on the interview panel in most interviews for new hires in 2021.
Continued partnerships with the Center for Energy Workforce Development and Missouri Energy Workforce Consortium to develop a diverse talent pipeline.
Supported Stakeholders in Challenging Times. We implemented a pandemic response plan that minimized operational disruptions and maintained safe working environments for our employees. We waived late fees, added flexible payment arrangements and actively worked to link our customers to utility assistance funds to help relieve some of the strain caused by the pandemic. Our customer facility, Evergy Connect, remained open and also provided virtual appointments to assist customers face-to-face with customized service. We also donated $6.7 million to community organizations and communities to help them respond to and recover from the economic impact of the pandemic.
ESG Reporting and Additional Information. In 2020, Evergy integrated a climate change risk assessment into its existing Enterprise Risk Management (“ERM’’) process and published its first Task Force on Climate-related Financial Disclosures (“TCFD”) report, which explains in detail how we manage relevant climate-related risks and opportunities. For additional information about Evergy’s ESG efforts and reporting, please go to investors.evergy.com/sustainability where you will find links to Evergy’s Sustainability Report, TCFD Report, Sustainability Accounting Standards Board (“SASB”) Report, Edison Electric Institute ESG Metrics, 2021 Climate Disclosure Project (“CDP”) Climate Report, the 2021 IRP Overview, as well as corporate governance and committee information.
Proxy Statement Summary | Evergy 2022 Proxy Statement 5

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Governance Highlights
Topic
Feature
Shareholder Empowerment
Annual election of directors
Majority voting in uncontested elections
Proxy access
​Shareholder right to call special meeting
Independence and
Corporate Governance
Best Practices
Separate Chair and CEO
Lead Independent Director
Independent Committee Chairs
Standing executive sessions in Board and Committee meetings
Annual self-evaluations
All Board members re-elected annually; no staggered terms
​Shared oversight of risk management
Robust stock ownership requirements - 6x base salary for CEO
Clawback provisions in award agreements
Whistleblower hotline
​✔
No shareholder rights plan or poison pill
​✔
No short selling, hedging or pledging allowed by any employee or non-employee director
Sustainable Operations and Carbon Emission Reduction
Board oversight of environmental, social and governance matters
Carbon dioxide emission goal of net zero by 2045, assuming key technology, policy, and regulatory enablers are in place
Master Credit Facility with pricing based on diversity and non-emitting carbon dioxide generation goals
​Almost half of power generated from non-carbon emitting sources
Transparent environmental disclosures
Diversity
Diverse Board, including four female directors
Diverse executive management team, including four female officers
Political Spending
Board oversight of political spending
Annual disclosure of political spending
Cybersecurity
Annual cybersecurity training
Board oversight of cybersecurity matters
Proxy Statement Summary | Evergy 2022 Proxy Statement 6

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2021 Leadership Succession and Named Executive Officers
On January 4, 2021, Mr. David A. Campbell became Evergy’s President and Chief Executive Officer (“CEO”) as part of the Company’s planned management succession. Mr. Campbell joined Evergy following the retirement of Mr. Terry Bassham, Evergy’s former President and Chief Executive Officer, on January 4, 2021.
On February 22, 2021, Mr. Kirkland B. Andrews became Evergy’s Executive Vice President and Chief Financial Officer. Mr. Andrews, previously an independent director on the Evergy Board, filled the role previously held by Mr. Anthony D. Somma, Evergy’s former Executive Vice President and Chief Financial Officer, who departed on March 4, 2021.
On August 12, 2021, Evergy announced that Mr. Greg A. Greenwood’s role changed to Executive Vice President and Chief Strategy Officer and that he would provide strategic oversight to the Company until his departure in the middle of 2022. Mr. Charles A. Caisley assumed some of the roles previously held by Mr. Greenwood.
Since both Mr. Campbell and Mr. Bassham served as Chief Executive Officer of the Company during 2021, they both appear in this proxy statement as named executive officers (also referred to as “NEOs”). Similarly, because Mr. Andrews and Mr. Somma served as Evergy’s Executive Vice President and Chief Financial Officer during 2021, they both appear as NEOs in the proxy statement for 2021.
Accordingly, our named executive officers for 2021 are David A. Campbell, Kirkland B. Andrews, Kevin E. Bryant, Charles A. Caisley, Greg A. Greenwood, Terry Bassham and Anthony D. Somma.
Independent Board Refreshment
Two of our directors chose not to stand for re-election. One vacancy will be filled, if elected, by Mr. James Scarola, a new director nominee at the 2022 Annual Meeting; whereas the other will not be filled. The size of the Board will be reduced by one to twelve directors following the 2022 Annual Meeting.
Board Nominee Metrics
Each of our director nominees exhibits practical wisdom, sound judgement, and financial acumen. Based on their diverse experiences, the nominees are fully aligned with the competencies conducive to enhancing shareholder value. Additional information about our director nominees and their competencies can be found under “Proposal I – Election of Directors.”


Proxy Statement Summary | Evergy 2022 Proxy Statement 7

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Director Nominees (p. 11)
Director Nominees
Principal Occupation
Age
Director
Since
A
CLD
NGS
F
NPE
​SPD
Mark A. Ruelle Chairman
Chairman of the Board and Former President and Chief Executive Officer, Westar Energy
60
2011
 
 
 
 
 
David A. Campbell
President and Chief Executive Officer, Evergy, Inc.
53
2021
Thomas D. Hyde Independent
Former Executive Vice President, Legal, Compliance, Ethics and Corporate Secretary, Wal-Mart Stores, Inc.
73
2011
Chair
 
 
 
 
B. Anthony Isaac Independent
Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation
69
2003
Paul M. Keglevic Independent
Former Chief Executive Officer and Executive Vice President, Chief Financial Officer and Chief Risk Officer, Energy Future Holdings, Inc.
68
2020
 
 
 
Mary L. Landrieu Independent
Former U.S. Senator for Louisiana and Senior Policy Advisor at Van Ness Feldman LLP
66
2021
Sandra A.J. Lawrence Independent
Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital
64
2004
 
Chair
 
 
 
Ann D. Murtlow Independent
President and Chief Executive Officer, United Way of Central Indiana
61
2013
Chair
Sandra J. Price Independent
Former Senior Vice President, Human Resources, Sprint Corporation
63
2016
 
 
 
James Scarola Independent(1)
Former Senior Vice President and Chief Nuclear Officer, Duke/Progress Energy
66
S. Carl Soderstrom Jr. Independent
Former Senior Vice President and Chief Financial Officer, ArvinMeritor
68
2010
 
 
 
C. John Wilder Independent
Executive Chairman of Bluescape Energy Partners, LLC
64
2021
Chair
(1)
New director nominee for the 2022 annual meeting.
A
Audit Committee
CLD
Compensation and Leadership Development Committee
F
Finance Committee
NGS
Nominating, Governance, and Sustainability Committee
NPE
Nuclear, Power Supply, and Environmental Committee
​SPD
​Safety and Power Delivery Committee
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Executive Compensation Highlights (p. 33)
Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking. Our intention is to attract and retain highly qualified executives, pay for performance, and reward long-term growth and sustained profitability. Consistent with these objectives, as shown below, a high percentage of fiscal 2021 total target direct compensation is based on performance. The graphics and table below do not include special inducement and retention awards.

Set forth below is a summary of key fiscal 2021 compensation decisions for our currently serving named executive officers.
Named Executive Officer
Base Salary
Annual Cash
Incentive Payout
Long-Term
Incentive Grants
Mr. David A. Campbell
President and Chief Executive Officer
$1,000,000
$1,487,500
$4,250,000
Target = 125% Base Salary
Payout = 119.0% of Target
Target = 425% Base Salary
75% performance-based
Mr. Kirkland B. Andrews
Executive Vice President
and Chief Financial Officer
$700,000
$833,000
$1,435,000
Target = 100% Base Salary
Payout = 119.0% of Target
Target = 205% Base Salary
75% performance-based
Mr. Kevin E. Bryant
Executive Vice President
and Chief Operating Officer
$615,000
$585,480
$1,260,800
Target = 80% Base Salary
Payout = 119.0% of Target
Target = 205% Base Salary
75% performance-based
Mr. Charles A. Caisley(1)
Senior Vice President – Public Affairs and Chief Customer Officer
$500,000
$386,750
$616,000
Target = 65% Base Salary
Payout = 119.0% of Target
Target = 140% Base Salary
75% performance-based
Mr. Greg A. Greenwood
Executive Vice President
and Chief Strategy Officer
$530,000
$504,560
$795,000
Target = 80% Base Salary
Payout = 119.0% of Target
Target = 150% Base Salary
75% performance-based
(1)
In August 2021, Mr. Caisley’s base salary was increased to $500,000 in connection with his promotion. His long-term incentive grants for 2021 were based on his prior salary of $440,000.
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The Compensation and Leadership Development Committee believes our executive compensation program 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 agreements - all NEOs are employed at will
Standing Committee executive sessions
No stock options
Independent compensation consultant
No repricing or backdating of stock options
“Double trigger” change-in-control benefits
Generally 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
 
 
Amended and Restated Long-Term Incentive Plan
We are seeking shareholder approval of our amended and restated Long-Term Incentive Plan (“Amended LTIP”) to extend the term, increase the maximum number of shares of the Company’s common stock available for awards issued under our current Long-Term Incentive Plan (also referred to as “LTIP”), and make other changes described in the section entitled “Proposal 3: Approval of the Evergy, Inc. Amended and Restated Long-Term Incentive Plan.”
The Board approved the Amended LTIP in February 2022 and directed that it be submitted to our shareholders for approval. If approved, the Amended LTIP will be effective as of May 3, 2022, and will expire on May 3, 2032. If not approved, the existing LTIP will continue in its current form.
Purposes of the LTIP. The LTIP is part of our overall compensation program, and its purposes are to:
encourage directors, officers and certain other employees of the Company to acquire and increase an equity interest in the growth and performance of the Company,
provide an incentive to enhance the value of the Company for the benefit of its shareholders and customers, and
aid in attraction and retention of human capital.
Recommendation.The Board believes that the LTIP has been successful, and that the Amended LTIP should be approved. Accordingly, the Board recommends that shareholders vote FOR this proposal.
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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.

David A. Campbell

President and Chief Executive Officer
Director Since: 2021
Age: 53
Committee:
Finance
 
 
Executive Experience:David Campbell joined Evergy in January 2021 to lead the Company’s focus on high performance and delivering reliable and affordable power to its 1.6 million customers in Kansas and Missouri. Mr. Campbell’s experience at Evergy and in prior senior leadership roles at several companies in the electric power sector will help facilitate the successful execution of Evergy’s five-year strategic plan. Evergy delivers value for its stakeholders through grid modernization, cost competitiveness, enhanced customer experience, and continued fleet transformation, advancing the Company’s goals of reliability, sustainability, and affordability. Mr. Campbell served as Executive Vice President and Chief Financial Officer of Vistra Corp. (NYSE: VST) from 2019 through 2020. From 2014 through 2019, he served as Chief Executive Officer and as a member of the board of directors of InfraREIT, Inc. (NYSE: HIFR) (2014-2019), a real estate investment trust that owned and leased rate-regulated electric transmission assets in Texas. Mr. Campbell also served as President and Chief Executive Officer of Sharyland Utilities (2016-2019), a Texas-based electric transmission utility. Previously, Campbell worked at TXU Corp., the largest electric power company in Texas, and its successor, Energy Future Holdings, in various senior leadership roles. Prior to joining TXU Corp., Mr. Campbell was a partner at McKinsey & Company, where he led the corporate finance and strategy practice in Texas. Active in the community, Campbell is a member of the Kansas City Civic Council and the Kansas City Area Development Council and serves on the board of St. Mark’s School and the Leadership Council of the Yale School of the Environment. Mr. Campbell earned a Bachelor of Arts from Yale University and a J.D. from Harvard Law School. He also graduated with a master’s degree from Oxford University, where he studied as a Rhodes Scholar.
 
 
Skills and Qualifications: Mr. Campbell’s qualifications to serve as our director include his substantial leadership, financial and utility industry experience; and his experience serving as a director of a public company.
Proposal 1 - Election of Directors | Director Nominee Biographies  | Evergy 2022 Proxy Statement 11

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Thomas D. Hyde

Lead Independent Director
Director Since: 2011
Age: 73
Board Committees:
 Audit (Chair)
 Nominating, Governance, and Sustainability
 
 
Executive Experience: 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). He 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 earned his Bachelor of Arts in English from the University of Kansas, his Juris Doctor from the University of Missouri-Kansas City and a Master of Business Administration in finance from the University of Kansas.
 
 
Skills and Qualifications: 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. Additionally, he provides deep insight and understanding on corporate governance matters. He also has experience as a director of a public company.

B. Anthony Isaac

Independent
Director Since: 2003
Age: 69
Board Committees:
 Compensation and Leadership Development
 Finance
 Nuclear, Power Supply, and Environmental
 
 
Executive Experience: Mr. Isaac was Senior Vice President and Head of Select Service Strategy and Development at Hyatt Hotels Corporation, a global hotel management, franchising, ownership and development company based in Chicago, Illinois with properties worldwide (2011-2015). He served as President of LodgeWorks, a Wichita, Kansas-based hotel management and development company (2000-2011). Before helping found LodgeWorks, Mr. Isaac served as President of the All-Suites Division of Wyndham Hotels and Resorts, an international hotel and resort chain based in Parsippany, New Jersey. He held the position of President of Summerfield Hotel Corp. prior to Summerfield’s merger with Patriot American Hospitality/Wyndham International. 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 earned his Bachelor of Science degree in civil engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard University.
 
 
Skills and Qualifications: Mr. Isaac’s qualifications to serve as our director include his extensive leadership experience both as the chief executive officer of a privately-held company and as an executive with other large companies in the hotel industry, and his substantial experience with strategic planning and financial matters. He also has experience as a director of a public company and with corporate governance matters.
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Paul M. Keglevic

Independent

Director Since: 2020
Age: 68

Committees:

 Audit
 Finance
Safety and Power Delivery
 
 
Executive Experience: Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecommunications, 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 previously served on the board of directors of Frontier Communications Corporation (Nasdaq: FTR) (2019-2021), a national telecommunications company located in Norwalk, Connecticut, where he served on the finance committee and audit committee. He also served on the board of directors of Bonanza Creek Energy, Inc. (NYSE: BCEI) (2017-2021), an oil and gas company located in Denver, Colorado, where he served as chair of the audit committee and also served as chair of the nominating and corporate governance committee. He previously served on the boards of directors of Ascena Retail Group, Inc. (Nasdaq: ASNA) (2019-2021), Clear Channel Outdoor Holdings, Inc., PetSmart, Inc., Stellus Capital Management, 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. He was named a board leadership fellow and is a certified director of the National Association of Corporate Directors. Mr. Keglevic earned his Bachelor of Science in accounting from Northern Illinois University and is a certified public accountant.
 
 
Skills and Qualifications: Mr. Keglevic’s qualifications to serve as our director include his extensive experience with public companies, finance, accounting, regulatory issues, transactional and merger and acquisition activities and governance matters.

Senator Mary L. Landrieu

Independent

Director Since: 2021
Age: 66

Committees:

 Compensation and Leadership Development
 Finance
 Nuclear, Power Supply, and Environmental
 
 
Executive Experience: Senator Landrieu is a senior policy advisor at Van Ness Feldman, LLP, a Washington D.C.- based law firm (since 2015). She also serves on the advisory board of Earnin Company (since 2020), a community-supported financial platform, and on the board of directors of Tyler Technologies (NYSE: TYL) (since 2015), a technology solution provider. She previously served on the Board of Directors of CenturyLink, Inc., now Lumen Technologies Inc. (NYSE: LUMN) (2015-2020), a U.S.-based communications provider to global enterprise customers. Previously, Senator Landrieu served as a United States Senator for the State of Louisiana (1996 to 2014), where she chaired the Senate Committee on Energy and Natural Resources, served on the Senate Committee on Appropriations, chaired the Subcommittees on Homeland Security, Financial Services, General Government, and the District of Columbia, and chaired the Senate Committee on Small Business and Entrepreneurship. In her work on Homeland Security, Senator Landrieu led the disaster recovery efforts after Hurricane Katrina and the Gulf restoration efforts after the BP oil spill. She also was elected as Louisiana treasurer (1987-1995), and served as a member of the Louisiana legislature (1979-1987). Senator Landrieu currently serves on the board of trustees or board of directors of several national organizations supporting sustainable resource management and promoting education or children’s welfare.

Senator Landrieu earned her Bachelor of Arts degree from Louisiana State University.
 
 
Skills and Qualifications: Senator Landrieu’s qualifications to serve as our director include her extensive experience with federal and state regulation and compliance, community and political relations, strategy development, customer experience, alignment of company culture and compensation and leadership development and finance.
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Sandra A.J. Lawrence

Independent

Director Since: 2004
Age: 64
Committees:
 Compensation and Leadership Development
 Nominating, Governance, and Sustainability (Chair)
 
 
Executive Experience: Ms. Lawrence was the Executive Vice President and Chief Administrative Officer (2016-2019) and Executive Vice President and Chief Financial Officer (2005-2016) of Children’s Mercy Hospital, a comprehensive pediatric medical center in Kansas City, Missouri. Previously, she was the Chief Financial Officer (2005) and Senior Vice President and Treasurer (2004-2005) of Midwest Research Institute, an independent, non-profit, contract research organization located in Kansas City, Missouri. Prior to that Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, financial services, packaging distribution and medical research industries. She serves as a trustee of the Delaware by Macquarie fund complex, and as a director at Recology, Inc, Brixmor Property Group, Inc., and Sera Prognostics. She was previously 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 served as chair of the audit committee and as a member of the nominating and corporate governance committee. She is past-chair of the board of directors of the Heartland Chapter of the National Association of Corporate Directors, was named to the NACD Directorship 100, and as an NACD board leadership fellow, and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence earned her Bachelor of Arts in psychology from Vassar College, a Master of Architecture from the Massachusetts Institute of Technology and a Master in Business Administration from Harvard Business School.
 
 
Skills and Qualifications: Ms. Lawrence’s qualifications to serve as our director include her substantial financial expertise, her extensive service as a director in a diverse range of organizations, 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.

Ann D. Murtlow

Independent

Director Since: 2013
Age: 61
Committees:
 Audit
Safety and Power Delivery (Chair)
 
 
Executive Experience: 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 serving 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 was also named a board leadership fellow by the National Association of Corporate Directors. Ms. Murtlow earned her Bachelor of Science in chemical engineering from Lehigh University.
 
 
Skills and Qualifications: Ms. Murtlow’s qualifications to serve as our director include her extensive and varied senior management leadership experience and accomplishments and deep insight and knowledge about the operations and challenges of a vertically integrated, regulated electric utility with nuclear generation.
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Sandra J. Price

Independent

Director Since: 2016
Age: 63

Committees:
 Compensation and Leadership Development
 Nominating, Governance, and Sustainability
 Nuclear, Power Supply, and Environmental
 
 
Executive Experience: Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation (2006-2016), a global telecommunications company headquartered in Kansas City, Missouri prior to its acquisition by T-Mobile. 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 board of directors of the US Infrastructure Corporation (USIC), a private-equity owned company that provides locating services for underground utilities based in Indianapolis, Indiana and CRB, a privately-owned company based in Kansas City, Missouri that provides global engineering, architecture, construction, and consulting solutions to the life sciences and other advanced technology industries. She is a National Association of Corporate Directors board leadership fellow. Ms. Price was named to the 2021 National Association of Corporate Directors Directorship 100, as well as 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 earned 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.
 
 
Skills and Qualifications: Ms. Price’s qualifications to serve as our director include her diverse senior management and leadership experience, her deep understanding of human resources and talent development and her knowledge of our Kansas City service territory.

Mark A. Ruelle

Chairman of the Board

Director Since: 2011
Age: 60

Committees:
 Nuclear, Power Supply, and Environmental
 
 
Executive Experience: 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 Incorporated (“Great Plains”) 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 earned 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.
 
 
Skills and Qualifications: 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.
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James Scarola

Independent

New Director Nominee
Age: 66

Committees: Not applicable
 
 
Executive Experience: Mr. Scarola is an independent nuclear oversight consultant (2015-2022), and previously served as the Nuclear Industry Fukushima Steering Committee Chairman (2012-2014), where he established and coordinated the strategic direction for the U.S. Industry in response to the Fukushima nuclear accident. He served as Senior Vice President and Chief Nuclear Officer (2008-2012) at Progress Energy, Inc. (prior to their merger with Duke Energy (NYSE:DUK) in 2012, and as Site Vice President of Progress’ Brunswick Nuclear Plant (2005-2008) and of their Harris Nuclear Plant (1998-2005). He also served in leadership roles at Florida Power & Light’s St. Lucie Nuclear Plant (1980-1998). Mr. Scarola provides consulting services related to the nuclear industry, monitors and assesses nuclear operations and provides counsel to chief nuclear officers and boards of directors. He is a certified Pressurized Water Reactors Senior Reactor Operator and Institute of Nuclear Power Operations Senior Nuclear Plant Manager. Mr. Scarola earned a Bachelor of Science in Electrical Engineering from the University of Notre Dame, a Master of Business Administration from the Florida Institute of Technology and completed the Executive Management Program at Darden Business School at the University of Virginia.
 
 
Skills and Qualifications:Mr. Scarola’s qualifications to serve as our director include his vast nuclear industry leadership experience, his extensive experience in all aspects of nuclear operations, including engineering, oversight, fiscal control, labor relations, strategic planning, project management, and maintenance.

S. Carl Soderstrom Jr.

Independent

Director Since: 2010
Age: 68

Committees:
 Audit
 Nominating, Governance, and Sustainability
Safety and Power Delivery
 
 
Executive Experience: 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 ArvinMeritor (1997-2001). Mr. Soderstrom held executive/management positions at Rockwell International Corporation (1986-1998), General Electric Company (1980-1986) and Emerson Electric Co. (1977-1980). He was previously a member of the board of directors of Lydall Inc. (NYSE: LDL), a technology and manufacturing company headquartered in Manchester, Connecticut (2003-2021), where he served 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), where he served as chair of the audit committee (13 years) and a member of the nominating and governance committee (13 years). Mr. Soderstrom earned and holds a Bachelor of Science in mechanical engineering and economics from Duke University and his Master of Business Administration from the University of Michigan.
 
 
Skills and Qualifications: 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.
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C. John Wilder

Independent

Director Since: 2021
Age: 64

Committees:
 Finance (Chair)
Safety and Power Delivery
 
 
Executive Experience: Mr. Wilder is the Executive Chairman of Bluescape Energy Partners, LLC (“Bluescape”), founded in 2007 as an alternative investment firm that leverages its private capital, global network, and deep domain expertise to deliver differentiated long-term investment performance in the energy and utility sectors. He has served on the boards of many private and public companies, including Bluescape Opportunities Acquisition Corporation (NYSE: BOAC) (since 2020), NRG Energy, Inc. (NYSE: NRG) and TXU Corp. and Exco Resources, Inc., and in executive officer roles at TXU Corp., Entergy Corp., (NYSE: ETR) and Royal Dutch/Shell Group.

Mr. Wilder started in the energy business in Texas over 40 years ago with the Royal Dutch/Shell Group, where he rose to the position of Chief Executive Officer of Shell Capital in London. Mr. Wilder’s vision and execution spearheaded the industry’s three most successful financial and operational turnarounds at NRG (Board of Directors, 2017-2018), TXU Corp. (Board Chairman and Chief Executive Officer, 2004-2007) and Entergy (Chief Financial Officer, 1998-2004) moving struggling companies from the bottom quartile to the top quartile across a variety of performance dimensions. For his achievements at TXU Corp., the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010, and 74th among 3,143 CEOs from publicly traded companies in 50+ countries in 2013. No other United States power company executive was honored in either of these rankings. During Mr. Wilder’s leadership, TXU Corp. delivered 65% annualized shareholder returns and ranked 5th best among the S&P 500. In addition, Mr. Wilder was named to Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector in multiple years by Institutional Investor.

Mr. Wilder is on the advisory boards of the McCombs School of Business at the University of Texas at Austin and the A.B. Freeman School of Business at Tulane University. He is a former advisory board member of the Global Energy Management Institute, University of Houston, and the Energy Management and Innovation Center, University of Texas. Mr. Wilder is also Chairman of the Board of Trustees of Texas Health Resources and is a past member of the National Petroleum Council, a U.S. Secretary of Energy appointment.

Mr. Wilder graduated magna cum laude from Southeast Missouri State University with a bachelor’s degree in business administration, and he has received the university’s Distinguished Alumni Award. He earned a master’s degree in business administration from the University of Texas.
 
 
Skills and Qualifications: Mr. Wilder’s qualifications to serve as our director include his long-term and extensive leadership experience in the energy industry. He also provides deep insight and expertise on financial, transactional, regulatory and operations matters facing the Company.
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The 12 nominees for director have been recommended to the Board by the Nominating, Governance, and Sustainability 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. The nominees include 11 of our current directors and one new director nominee, whom the Board identified and is recommending, in part, to provide nuclear leadership experience to the Board.
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 12 nominees.
Director Nominating Process
The Nominating, Governance, and Sustainability Committee is responsible for identifying potential director nominees and evaluating and recommending 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 Sustainability Committee.
Shareholders who wish to identify director nominees for consideration by the Nominating, Governance, and Sustainability Committee should write to our Nominating, Governance, and Sustainability Committee at the address provided in “Communicating with the Board” on page 28. Shareholders who wish to nominate a director nominee, including pursuant to our proxy access By-law provisions, may do so by following instructions set forth in “How can I nominate a director or submit a proposal for the 2023 annual meeting?” on page 84.
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; community and political relations; and environmental, social and governance, which was added as a standalone core competency in 2021 in recognition of the importance of ESG matters to our stakeholders. Each director nominee provided a self-evaluation against these core competencies, and the Board evaluated the contribution level of each director nominee, using the categories of “experienced,” “moderate experience,” “minimal experience” and “no experience.”
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Core Competencies
Board Core Competencies
Ruelle
Campbell
Hyde
Isaac
Keglevic
Landrieu
Lawrence
Murtlow
Price
Scarola
Soderstrom 
Wilder
Strategy Development
3
3
2
2
3
3
2
3
3
3
3
3
Federal and State Regulation and Compliance
3
3
3
2
3
3
3
3
2
3
2
3
Alignment of Company Culture and Compensation and Leadership Development
3
3
2
3
2
2
3
3
3
3
3
3
Accounting, Finance and Investment Management
3
3
3
3
3
1
3
3
1
1
3
3
Risk Management
3
3
3
2
3
1
3
3
1
2
3
3
Operational Oversight
3
3
1
3
3
2
2
3
3
3
3
3
Customer Experience
3
3
2
3
2
2
2
2
3
2
3
3
Community and Political Relations
3
3
3
2
2
3
3
3
2
3
2
3
Environmental, Social and Governance
3
3
3
3
3
3
3
3
3
2
3
3
3 - Experienced | 2 - Moderately Experienced |1 - Minimally Experienced

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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. David A. Campbell serving as our Chief Executive Officer. The Board believes that this structure is an appropriate corporate governance structure for the Company. However, the Board believes it is important to maintain flexibility to combine the roles in the future if it determines 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 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 Sustainability Committee, the Lead Independent Director and the Chief Executive Officer, the Chair is also responsible for interviewing all potential new candidates and recommending new candidates for the Board. Among these 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. Thomas D. Hyde 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.
Independent Board. The Board has determined that 10 of the 12 nominees are independent.
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 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.
Board Meetings and Director Attendance. The Board held seven meetings in 2021. Each incumbent director nominee attended 100% of the aggregate number of meetings of the Board and committees on which he or she served.
Board Committees. We have a robust committee structure, with six standing committees.
Each committee is led by an independent director. In addition, four of the standing committees, including the committees required by NYSE standards, consist solely of independent directors.
Each standing committee is governed by a committee charter that enumerates the committee’s responsibilities. Each charter is reviewed at least annually and is available on the Company’s investor relations website at investors.evergy.com.
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Corporate Governance matters | Corporate Governance Practices | Evergy 2022 Proxy Statement 21

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Audit Committee
6 Meetings in 2021
100% Attendance

Members:

Mr. Hyde (Chair)
Mr. Keglevic
Ms. Murtlow
Mr. Soderstrom
Primary responsibilities:
Oversee processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting as well as the reporting on ESG matters
Oversee the independent auditor and the internal audit services department
Oversee enterprise risk management
Oversee the preparation of all reports and other disclosures required of the Audit Committee by the SEC
Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics
The Board has determined that each member of the committee is (i) independent under the NYSE listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”); (ii)  financially literate under the NYSE listing standards; and (iii) an “audit committee financial expert” within the meaning of SEC regulations. No member of the committee serves on the audit committee of more than three public companies.
Compensation and Leadership Development Committee
7 Meetings in 2021
100% Attendance

Members:

Ms. Carter (Chair)
Mr. Isaac
Sen. Landrieu
Ms. Lawrence
Ms. Price
Primary responsibilities:
Oversee alignment of compensation philosophy with shareholder interests
Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation
Approve 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
Review the effectiveness of Company DE&I programs
Review whether our compensation program encourages excessive risk taking
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 and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Ms. Carter is not standing for re-election at the 2022 Annual Meeting and the Board will appoint a successor chair concurrent with Ms. Carter’s departure.
Nominating, Governance, and Sustainability Committee
7 Meetings in 2021
100% Attendance

Members:

Ms. Lawrence (Chair)
Mr. Hyde
Ms. Price
Mr. Soderstrom
Primary responsibilities:
​Identify nominees for election to our Board
Oversee compliance with corporate governance principles and practices
Oversee the evaluation of the Board and each committee
Review Evergy’s corporate responsibility activities and review, and recommend to the Board Evergy political expenditures
Review effectiveness of Evergy’s ESG programs
Oversee and set compensation for members of the Board
The Board has determined that each member of the committee is independent under the NYSE listing standards.
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Finance Committee
5 Meetings in 2021
100% Attendance

Members:

Mr. Wilder (Chair)
Mr. Campbell
Mr. Isaac
Mr. Keglevic
Sen. Landrieu
Primary responsibilities:
Assist the Board with the management and review of matters relating to the financial condition and financing plans of Evergy
Review Evergy’s financial 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
Review Evergy’s tax strategy and treasury practices, and related risks
Review key performance indicators
The Board has determined that each member of the committee, other than Mr. Campbell, is independent under the NYSE listing standards. The Board determined that having Mr. Campbell on the committee is proper and beneficial due to his extensive financial experience.
Nuclear, Power Supply, and Environmental Committee
4 Meetings in 2021
100% Attendance

Members:

Mr. Stall (Chair)
Ms. Carter
Mr. Isaac
Sen. Landrieu
Ms. Price
Mr. Ruelle
Primary responsibilities:
Assist the Board with oversight of Wolf Creek
Review Evergy’s power supply strategy and plans
Review Evergy’s compliance with laws, regulations and standards, including those related to environmental matters, related to Evergy’s power supply resources
Review power supply risk and mitigation matters
The Board has determined that each member of the committee, other than Mr. Ruelle, is independent under the NYSE listing standards. The Board determined that having Mr. Ruelle on the committee is proper and beneficial due to his extensive operational experience, including with respect to Wolf Creek. Mr. Stall is not standing for re-election at the 2022 Annual Meeting and the Board will appoint a successor chair concurrent with Mr. Stall’s departure.
Safety and Power Delivery Committee
4 Meetings in 2021
100% Attendance

Members:

Ms. Murtlow (Chair)
Mr. Keglevic
Mr. Soderstrom
Mr. Wilder
Primary responsibilities:
Advise and assist the Board with respect to oversight of Evergy’s power delivery, customer service and information technology functions, and the overall safety of Evergy’s operations
Review Evergy’s strategy with respect to transmission and distribution assets
Review operations risks, including physical and cybersecurity risks, and management risk mitigation activities
The Board has determined that each member of the committee is independent under the NYSE listing standards.
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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 Sustainability 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.
Our Corporate Governance Guidelines and the Code of Ethics are available on the Company’s investor relations website at investors.evergy.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 will 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 investor relations website.
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 Sustainability 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, the shareholders must have continuously owned at least 3% 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. The eligible shareholders 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.
Shareholder Right to Call Special Meeting. Subject to the requirements and limitations contained in our By-laws, an eligible shareholder, or a group of eligible shareholders, that own 15% or more of Evergy’s outstanding common stock in net long form can call a special meeting of shareholders.
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 Sustainability Committee meets with each director to discuss the survey, and the process allows Board members to provide input on individual Board member effectiveness. Each director can also request to meet with the Chair or Lead Independent Director, and the Chair of the Nominating, Governance, and Sustainability Committee, Chair or Lead Independent Director will provide any applicable feedback to an individual director. In 2021, as part of ongoing Board refreshment activities, the Chair additionally met with each director to solicit feedback on Board and committee composition, among other things. Each Board committee discusses the results of its self-assessment and the Board discusses the results of the self-assessment process. As appropriate, the Board 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
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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 Sustainability Committee is charged with ensuring that risk oversight roles have been properly allocated, and the Audit Committee reviews Evergy’s enterprise risk management policies and framework. 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 business and compliance 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 incumbent directors attended the 2021 annual meeting of shareholders.
Mandatory Retirement / Tenure Policy. All directors serving on the Board as of June 4, 2018 have a mandatory retirement age of 75, meaning that any such director 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 June 4, 2018 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. Our CEO is required to hold Evergy stock with a value equal to six times the amount of his or her base salary. All director nominees are in compliance with the policy, except Mr. Scarola who is not yet a director.
No Hedging / Pledging. Our securities trading policy, which was adopted by the Board and is overseen by our Nominating, Governance, and Sustainability 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 or pledging Evergy securities as collateral.
Oversight and Disclosure of Political Contributions. Our Nominating, Governance, and Sustainability Committee reviews and approves the annual political contribution budget, and reviews reports on political expenditures. Our investor relations website, investors.evergy.com, also contains a copy of our policy with respect to political contributions and information regarding certain political expenditures.
Human Rights Policy. The Board adopted a formal human rights policy which is available on our investor relations website, investors.evergy.com.
Emissions Reductions and Environmental Leadership. Evergy is committed to a long-term strategy to reduce carbon dioxide emissions in a cost-effective and reliable manner. In 2021, Evergy achieved a reduction of CO2 emissions by 46% from 2005 levels and reductions in sulfur dioxide and nitrogen oxide emissions by 98% and 88%, respectively, relative to 2005 levels. Evergy has a long-term target to achieve net-zero CO2 emissions by 2045 with an interim goal of a 70% reduction of CO2 emissions from 2005 levels by 2030. The trajectory and timing of reaching these goals could be impacted by many external factors, including enabling technology developments, the reliability of the power grid, availability of transmission capacity, and supportive energy policies and regulations, and other factors. In 2022, Evergy added an environmental metric to the LTIP based on total megawatts of owned renewables additions by year-end 2024 or buy-ins of firm power purchase agreements (“PPA”).
Diversity, Equity and Inclusion. Evergy strives to maintain a diverse, inclusive and equitable people first culture that empowers a stronger future together. Beyond creating an inclusive culture within our company, Evergy strives to be nationally recognized as a leader in the realm of supplier diversity. By increasing opportunities for diverse suppliers and enhancing the competitiveness of the supply chain, we promote economic value for our customers, shareholders and the communities we serve. Our supplier diversity initiatives benefit both underrepresented businesses and the communities in which they are located through job creation, increased wages, and tax revenue. Evergy’s active supplier diversity program has been in place for more than 30 years and involved $229 million of diverse supplier spending in 2021. To further promote and reinforce our commitment to DE&I, we added a discretionary DE&I modifier to our AIP in 2021.
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Evergy’s 2021 Master Credit Facility with Non-Emission and Diversity Metrics. In 2021, Evergy amended and restated its $2.5 billion master credit facility, with certain pricing based on diversity and non-emitting carbon generation goals. The applicable interest rates and commitment fees for the facility are subject to upward or downward adjustments, within certain limitations, if Evergy achieves, or fails to achieve, certain sustainability-linked targets based on two key performance indicator metrics: (i) Non-Emitting Generation Capacity and (ii) Diverse Supplier Spend (both as defined in the facility).
Information Security. Evergy’s cybersecurity and information technology risk mitigation program is based on a comprehensive set of laws and rules issued by multiple government agencies concerning cybersecurity and safeguarding Evergy’s operating information, proprietary business information and personal information belonging to customers and employees. Evergy is subject to recurring, independent, third-party audits with respect to adherence to these laws and rules.
Evergy’s cybersecurity program utilizes a multi-layered framework and is designed to align with the Cybersecurity Framework promulgated by the National Institute of Standards and Technology (NIST) within the United States Department of Commerce and the United States Department of Energy Cyber Capability Maturity Model (C2M2) standard. Evergy also maintains information security risk insurance coverage. Evergy’s cybersecurity team regularly coordinates with industry peers, industry trade organizations, and multiple state and federal governmental agencies, including the United States Department of Homeland Security and the Federal Bureau of Investigations within the United States Department of Justice.
All Evergy employees complete an annual information security awareness training that addresses information technology, cybersecurity, privacy, and other matters, and Evergy provides frequent awareness opportunities to employees by conducting controlled phishing campaigns and periodically providing other educational opportunities. Evergy’s management team is responsible for the design and implementation of this program, subject to oversight of the Board and its committees. Evergy’s Safety and Power Delivery Committee assists the Board with respect to, among other things, oversight of cybersecurity risks and other aspects of Evergy’s information technology function. In 2021, the Board and its committees received five presentations that were specific to information technology and cybersecurity matters, and information technology and cybersecurity matters are incorporated into other presentations if those topics are relevant to the presentation. Information technology and cybersecurity matters are also regularly assessed in connection with the Board’s oversight of Evergy’s operations. At least once each year, the full Board receives a report from management of key business and compliance risks and related mitigation plans, and management reviews cybersecurity matters with the Board in connection with this report. Evergy’s Audit Committee also receives reports from the Company’s audit services department regarding the results of reviews of cybersecurity matters and information security governance.
Human Capital Resource Management. The Company is committed to effective human capital resource management. Please refer to our 2021 Annual Report on Form 10-K in Part I – Item 1 – Business – “Human Capital Resources” for additional information about this topic.
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 investor relations website, investors.evergy.com. Our director qualification standards are consistent with the NYSE objective independence standards.
The Nominating, Governance, and Sustainability Committee reviewed the applicable legal standards for Board and committee member independence and the director qualification standards. The Nominating, Governance, and Sustainability 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 Sustainability Committee reported its independence determination recommendations to the full Board, and the Board made its independence determinations based on the Nominating, Governance, and Sustainability 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.
In evaluating independence, the Board considered that Ms. Price is a director of US Infrastructure Company, a privately-held company that provides underground utility locating services, which the Company uses for services in the ordinary course of its business. Considering all the facts and circumstances, including that these arrangements were made on an arms-length basis and Ms. Price was not involved in, and did not have a material interest in, the dealings with Evergy, the Board determined that the transactions did not affect her independence.
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The Board also considered the terms of the 2021 issuance of equity and warrants to an affiliate of Bluescape Energy Partners, LLC, of which Mr. John Wilder is the Executive Chairman. The Board concluded that the issuance of equity and warrants aligns Mr. Wilder’s interests with Evergy shareholder interests, and that Mr. Wilder is independent.
Some of our directors 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 Mr. Ruelle and Mr. Campbell, due to the former and current position of each as the Chief Executive Officer of Westar Energy and Evergy, respectively.
Other Matters
Related Party Transactions
The Board has adopted a written policy governing the identification, review, approval and consideration 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 Sustainability 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 2021.
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.
Delinquent Section 16(a) Reports
To Evergy’s knowledge, no executive officer, director or 10% beneficial owner failed to file, on a timely basis, the reports required by Section 16(a) of the Exchange Act for the fiscal year ended December 31, 2021, except that a Form 4 with respect to the purchase of 400 shares of Evergy common stock on June 4, 2021 by Mr. Hyde’s broker on Mr. Hyde’s behalf, but without his knowledge and contrary to the instructions he provided to the broker not to trade in Evergy securities, was late. The transaction was ultimately reported on a Form 4 dated December 3, 2021.
Whistleblower Hotline
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:
Chair, Audit Committee
Evergy, Inc.
Attention: Corporate Secretary
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.
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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 Sustainability 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 Sustainability 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.
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Director Compensation
Our Nominating, Governance, and Sustainability 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 (which is the same peer group that is used for benchmarking executive compensation). 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 Sustainability Committee, based in part on a review of compensation practices at our peer companies and the advice of an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), approved an updated compensation structure for non-employee directors in 2021. The non-employee director cash retainer compensation increased effective July 1, 2021, as reflected in the table below. While the non-employee director equity retainer did not increase in 2021, the Nominating, Governance and Sustainability Committee elected to increase the retainer in 2022 and realigned payment of the equity retainer with the annual shareholder meeting as reflected in the table below. For the amounts each director received in 2021, please refer to the table in section “2021 Non-Employee Director Compensation” below.
Director Retainer Structure and Mid-Year Changes
Non-Employee Director Compensation
Description of Category
Effective Period:
1/1/2021-
6/30/2021
7/1/2021-
12/31/2021
2021
Increase
Cash Retainers – Paid Quarterly(1)
Annual Base (All Directors)
$100,000
$115,000
$15,000
Leadership Fees
 
 
 
Non-Executive Chair of the Board
$55,000
$55,000
0
Lead Director
$25,000
$30,000
$5,000
Committee Chair Fees
Audit
$20,000
$20,000
0
Compensation and Leadership Development
$20,000
$20,000
0
Nominating, Governance, and Sustainability
$15,000
$15,000
0
Finance
$15,000
$15,000
0
Nuclear, Power Supply, and Environmental
$15,000
$15,000
0
Safety and Power Delivery
$15,000
$15,000
0
Equity Retainers – Paid Annually
Effective Period
2021
Increase
2021
2022
Evergy Common Stock
$130,000
$145,000
$15,000
Non-Executive Chair of the Board
$55,000
$55,000
0
(1)
Non-employee directors may elect to have all or part of their cash retainers converted to deferred share units under the Evergy, Inc. Long-Term Incentive Plan. See “Election to Defer Compensation” below for additional information.Historically, annual equity grants have been made on or around January 1st of each year; however, in 2022, the payment date for annual equity grants will be changed from January to May, after director elections. To facilitate the transition to the May to May annual payment period, in January 2022, non-employee directors received a one-time grant of equity for the partial year (four months) from January through April, or four-twelfths of the 2022 annual equity retainer.
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2021 Non-Employee Director Compensation
The following table outlines all compensation paid to our non-employee directors in 2021. We have omitted the columns titled “Option Awards” and “Non-Equity Incentive Plan Compensation” because our non-employee directors did not receive such compensation in 2021. Please refer to the table in section “Non-Employee Director Compensation” above for a description of changes to non-employee director cash retainer compensation made effective as of July 1, 2021.
2021 Non-Employee Director Compensation
Current Directors
Fees Earned
or Paid
in Cash(1)
($)
Stock
Awards(2)
($)
Nonqualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
Mollie Hale Carter
127,500
125,883
12,942
5,000
271,325
Thomas D. Hyde
155,000
125,883
43,867
324,750
B. Anthony Isaac
111,250
125,883
10,052
5,000
252,185
Paul M. Keglevic
111,250
125,883
7,397
244,530
Mary L. Landrieu(5)
82,500
130,887
213,387
Sandra A.J. Lawrence
122,500
125,883
6,013
254,396
Ann D. Murtlow
122,500
125,883
248,383
Sandra J. Price
107,500
125,883
5,000
238,383
Mark A. Ruelle
162,500
179,149
13,834
10,000
365,483
S. Carl Soderstrom Jr.
107,500
125,883
233,383
J. Arthur Stall
122,500
125,883
248,383
C. John Wilder(5)(6)
93,750
130,887
224,637
Former Directors(7)
Richard L. Hawley (8)
50,000
125,883
175,883
(1)
The amount represents cash retainers for service on the Board and its committees. As discussed in “Election to Defer Compensation” below, directors may elect to (i) convert all or part of their cash retainers into Deferred Share Units (“DSUs”), or (ii) defer receipt of all or part of their cash retainer.
(2)
The amount shown is the aggregate grant date fair value of equity granted in 2021 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The amounts reflect the value of equity retainers issued by the Company in 2021, and, as discussed in “Election to Defer Compensation” below, may have been deferred by the director for receipt in a subsequent year.
(3)
The amounts shown represent the above-market earnings during 2021 on nonqualified deferred compensation.
(4)
The amounts shown reflect matches by the Company for qualifying charitable contributions made by the directors.
(5)
Senator Mary L. Landrieu and Mr. C. John Wilder joined the Board on March 1, 2021.
(6)
C. John Wilder was appointed Finance Committee Chair replacing Finance Committee Co-Chairs B. Anthony Isaac and Paul M. Keglevic on March 1, 2021. His chair compensation began April 1, 2021.
(7)
Mr. Andrews was appointed Executive Vice President and Chief Financial Officer on February 22, 2021, and resigned his position on the Board at that time. The compensation he received for his service as a non-employee director in 2021 through February 22, 2021 is reflected in the Summary Compensation Table on page 52.
(8)
Mr. Hawley did not stand for re-election at the Company’s annual meeting of shareholders on May 4, 2021, and ceased to be a director of the Company following the 2021 annual meeting.
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 DSUs under the 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.
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Charitable Contribution Matching
We also match contributions to 501(c)(3) organizations that meet our strategic giving priorities, subject to certain parameters.
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.
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, 2021, all of our non-employee directors are in compliance with this requirement.
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Proposal
2
Approve the 2021 compensation of our named executive officers on an advisory non-binding basis
The Board recommends a vote FOR the approval of
the executive compensation on an advisory non-binding basis.
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 2021, approximately 96% of our voting shareholders approved 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 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. 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 Company’s proxy statement for the 2022 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis section, the Executive Compensation section, the 2021 compensation tables, the related footnotes and the related narrative discussion.”
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.
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Executive Summary of Compensation Matters
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 for 2021:
David A. Campbell, President and Chief Executive Officer
Kirkland B. Andrews, Executive Vice President and Chief Financial Officer
Kevin E. Bryant, Executive Vice President and Chief Operating Officer
Charles A. Caisley, Senior Vice President – Public Affairs and Chief Customer Officer
Greg A. Greenwood, Executive Vice President and Chief Strategy Officer
Terry Bassham, Former President and Chief Executive Officer
Anthony D. Somma, Former Executive Vice President and Chief Financial Officer
For more information regarding these recent executive leadership changes, see “Management Succession” below. References to the “Committee” in the CD&A and related sections mean the Compensation and Leadership Development Committee of the Board.
2021 Compensation Program Summary
Balanced mix of compensation weighted toward incentivizing performance. For 2021, a majority of each NEO’s target compensation was “at risk” and subject to performance to align the interests of the NEOs with the interests of shareholders. The graphics below do not include special inducement and retention awards.

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Annual cash incentives tied to critical financial and operational objectives. We adopted our 2021 annual cash incentive plan in February 2021. Objectives and achievements are shown below as follows:
2021 Annual
Incentive Objectives
Measure
Incremental
Weighting
(Percent)
Weighting
(Percent)
Weighted Achievement
(Percent of Target)
1. Financial(1)
Adjusted Earnings per Share
32.5%
180.0% 
Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) (in millions)
32.5%
100.2% 
2. Safety
DART (Days Away, Restricted, or Transferred Rate)
6.250%
12.5%
72.9% 
PVAR (Preventable Vehicle Accident Rate)
4.375%
0.0% 
Wolf Creek Site Clock Reset Incidents
1.875%
150.0% 
3. Operations
SAIDI (System Average Interruption Duration Index)
3.750%
7.5%
0.0% 
SAIFI (System Average Interruption Frequency Index)
3.750%
55.0% 
Commercial Availability Factor
7.5%
116.7% 
4. Customer
  Experience
Brand Advocacy Score