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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.  )
Filed by the Registrant 
Filed by a Party other than the Registrant 
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional materials

Soliciting Material under §240.14a-12
Evergy, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
 
 
No fee required.
 
 
Fee paid previously with preliminary materials.
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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Evergy, Inc.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
March 28, 2024
Dear Shareholder:
We are pleased to invite you to the 2024 Annual Meeting of Shareholders of Evergy, Inc. to be held at 10:00 a.m. Central Daylight Time, on Tuesday, May 7, 2024. The meeting will be held in a virtual format only and can be accessed via live audio webcast and using online shareholder tools at www.virtualshareholdermeeting.com/EVRG2024.
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 2023 compensation of our named executive officers;
3.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; and
4.
Transact any other business as may properly come before the meeting or any adjournments or postponements thereof.
The attached notice of annual meeting and proxy statement describe the business to be transacted at the meeting. Please review these materials and vote your shares.
Your vote is important. I encourage you to complete, sign, date and return your proxy card or use telephone or internet voting prior to the annual meeting so that your shares will be represented and voted at the meeting even if you cannot attend.
Sincerely,


David A. Campbell
President and Chief Executive Officer

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A Letter from Your Board of Directors


Dear Fellow Shareholders:
On behalf of the Evergy Board of Directors (the “Board”), we join David in inviting you to Evergy’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually. We continue to be active and engaged with senior leadership and are committed to effective governance to best represent your interests as shareholders of our company. We remain committed to executing on our strategic objectives of affordability, reliability, and sustainability.
Responsible Board Refreshment
Bringing in fresh ideas and new perspectives at a responsible pace remains a priority of our Board. In June 2023, we were excited to have Neal Sharma join our Board. Mr. Sharma brings a wealth of expertise in digital marketing, among other qualifications to our Board. We would also like to thank Mark Ruelle and Thomas Hyde ahead of their respective retirements at the Annual Meeting in May. Evergy wishes to express its appreciation for Mr. Ruelle’s more than 30 years of exceptional service and leadership at both Westar and Evergy and for Mr. Hyde’s more than 12 years of service to our Board. David has been nominated by the Board to assume the role of chairman of the board following the Annual Meeting. As always, our Board values a diversity of backgrounds and opinions and shared core competencies that are essential to delivering long-term shareholder and customer value. You can find more information about our nominating process and nominees in this proxy statement.
Regulatory Update
In 2023, our company completed its first Kansas rate cases since the merger that created Evergy in 2018. We reached a unanimous settlement agreement in September which delivered significant savings back to our customers. These rate cases delivered on the promises we made when Evergy was formed to maintain affordable rates for our customers and advance regional rate competitiveness. In February, we filed a rate case for Evergy Missouri West, Inc., which we expect to conclude by year-end. Achieving balanced regulatory outcomes is key to the success of our company, for both shareholders and customers. We are also working with regulators and stakeholders in both states to consider regulatory mechanisms that help to ensure Kansas and Missouri are competitive in attracting investment capital and positioned to capitalize on economic development opportunities.
Environmental, Social, and Governance Leadership
We updated our integrated resource plans (“IRP”) in June of 2023 which outlined our continued intention to add significant renewables and retire coal generation while supporting grid stability with new hydrogen-capable natural gas generation. We also closed the acquisition of the Persimmon Creek Wind Farm, a 199-megawatt wind farm that provides carbon-free energy for our Kansas customers. We plan to file updated IRPs with our Kansas and Missouri regulators this spring. We continue to target a 70% reduction of owned generation CO2 emissions by 2030 (from 2005 levels) and net-zero CO2e emissions, for scope 1 and scope 2, by 2045 through the responsible transition of Evergy’s generation fleet, including the continued growth of Evergy's renewable energy portfolio and the retirement of older and less efficient fossil fuel plants. Achieving these emissions reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors.
In order to deliver on these strategic objectives, Evergy continues to focus on safety and operational excellence along with important investments in infrastructure and technology to enable us to meet the needs of our customers and communities and stand ready to support increasing demand and economic development in our region. As always, we look forward to our annual meeting and your participation and feedback.
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 Evergy’s 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; target 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.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Evergy, Inc., Evergy Kansas Central, Inc. and Evergy Metro, Inc. (collectively the “Evergy Companies”) are providing a number of risks, uncertainties and other factors that could cause actual results to differ from the forward-looking information. These risks, uncertainties and other factors include, but are not limited to: economic and weather conditions and any impact on sales, prices and costs; changes in business strategy or operations; the impact of federal, state and local political, legislative, judicial and regulatory actions or developments, including deregulation, re-regulation, securitization and restructuring of the electric utility industry; decisions of regulators regarding, among other things, customer rates and the prudency of operational decisions such as capital expenditures and asset retirements; changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including air and water quality and waste management and disposal; the impact of climate change, including increased frequency and severity of significant weather events and the extent to which counterparties are willing to do business with, finance the operations of or purchase energy from the Evergy Companies due to the fact that the Evergy Companies operate coal-fired generation; prices and availability of electricity and natural gas in wholesale markets; market perception of the energy industry and the Evergy Companies; the impact of future Coronavirus (COVID-19) variants on, among other things, sales, results of operations, financial position, liquidity and cash flows, and also on operational issues, such as supply chain issues and the availability and ability of the Evergy Companies' employees and suppliers to perform the functions that are necessary to operate the Evergy Companies; changes in the energy trading markets in which the Evergy Companies participate, including retroactive repricing of transactions by regional transmission organizations (RTO) and independent system operators; financial market conditions and performance; current disruptions in the banking industry, including changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of physical and cybersecurity breaches, criminal activity, terrorist attacks, acts of war and other disruptions to the Evergy Companies' facilities or information technology infrastructure or the facilities and infrastructure of third-party service providers on which the Evergy Companies rely; impact of the Russian, Ukrainian conflict on the global energy market; ability to carry out marketing and sales plans; cost, availability, quality and timely provision of equipment, supplies, labor and fuel; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays and cost increases of generation, transmission, distribution or other projects; the Evergy Companies’ ability to manage their transmission and distribution development plans and transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including environmental, health, safety, regulatory and financial risks; workforce risks, including those related to the Evergy Companies' ability to attract and retain qualified personnel, maintain satisfactory relationships with their labor unions and manage costs of, or changes in, wages, retirement, health care and other benefits; disruption, costs and uncertainties caused by or related to the actions of individuals or entities, such as activist shareholders or special interest groups, that seek to influence Evergy’s strategic plan, financial results or operations; the impact of changing expectations and demands of the Evergy Companies' customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns; the possibility that strategic initiatives, including mergers, acquisitions and divestitures, and long-term financial plans, may not create the value that they are expected to achieve in a timely manner or at all; difficulties in maintaining relationships with customers, employees, regulators or suppliers; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. You should also carefully consider the information contained in the Evergy Companies’ other filings with the Securities and Exchange Commission (“SEC”). Additional risks and uncertainties are discussed from time to time in current, quarterly, and annual reports filed by the Evergy Companies with the SEC, including those described in Part I, Item 1.A. of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). Each forward-looking statement speaks only as of the date of the particular statement. The Evergy Companies 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 7, 2024
Check-In Time: 9:45 a.m. (Central Daylight Time)
Meeting Time: 10:00 a.m. (Central Daylight Time)
WHERE
The Evergy, Inc. 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) will be held in a virtual meeting format only and can be accessed via live audio webcast at www.vitrualshareholdermeeting.com/EVRG2024. There will be no physical meeting location.
PROXY STATEMENT
This notice of annual meeting and proxy statement, the accompanying proxy card and our 2023 Annual Report are made available to, and mailed, beginning on or about March 28, 2024, to holders of our common stock for the solicitation of proxies by our Board of Directors (the “Board”) for the 2024 Annual Meeting. Shareholders of record at the close of business on March 4, 2024, are entitled to notice of, and to vote at, the 2024 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 2024 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 7, 2024:

This notice of annual meeting and proxy statement and our 2023 Annual Report are available at
https://materials.proxyvote.com/30034W
Notice of Annual Meeting of Shareholders | Proxy Statement | Evergy 2024 Proxy Statement 1

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Proxy Statement Summary and Highlights
Evergy, Inc. (Nasdaq: EVRG), a public utility holding company (“Evergy” or the “Company”), engages in the generation, transmission, distribution, and sale of electricity to approximately 1.7 million customers in the states of Kansas and Missouri. Our 2023 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 2023 compensation of our named executive officers on an advisory non-binding basis
FOR
3:
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024
FOR
2023 Highlights
Evergy’s scorecard performance reflected mixed results in 2023. With respect to financial measures, which comprise the majority of the scorecard, earnings fell short of target while cost performance was strong. Other scorecard measures showed a similar range of outcomes: safety and customer experience metrics fell short of our goals; commercial availability was in line with targets; and reliability metrics outperformed relative to targets. Overall, the cumulative performance resulted in balanced scorecard results that exceeded target levels. Highlights include:
Delivered on our Strategic Plan. Evergy’s mission is to empower a better future, and our vision is to lead the responsible energy transition and provide affordable, reliable, and sustainable service to our customers and communities. In furthering our mission and vision, our strategic plan delivered the following accomplishments in 2023:
Affordability: We saw continued improvement in regional rate competitiveness, with retail rates increasing 1.0% in Kansas and 1.3% in Missouri on a cumulative basis since 2017(1), well below the rate increases in regional peer states and inflation over the same time period. In 2022 and 2023 we filed rate cases in Missouri and Kansas, respectively – the first since Evergy was formed in 2018 – allowing us to return to customers the considerable cost savings we have achieved. We found common ground with stakeholders in our Missouri and Kansas rate case settlements, resulting in a balanced outcome for our customers.
Reliability: Our focus on safe and reliable service includes investments to modernize our transmission and distribution infrastructure to improve reliability for our customers and improve the resiliency of the electric grid and its ability to withstand extreme weather. By replacing aging equipment and investing in smart grid technologies, we seek to enable further efficiency gains in serving our customers. Our focus on reliability also includes effectively managing our diverse generation fleet and investing to meet the requirements of a changing energy industry, including the increased demands brought on by large-scale renewable resources and the retirement of older plants. Evergy’s balanced generation portfolio – supported by a mix of emissions-free nuclear and wind resources as well as dispatchable fossil generation – provides the reliability needed to meet peak customer demand while insulating customers from inflationary bill shock seen across the country as commodity prices rise.
(1)
Cumulative rate increase since the end of 2017 through the end of November 2023. Regional electric state data is sourced from the U.S. Energy Information Administration (EIA) and is comprised of revenues and sales for all sectors. 2023 data is based on a rolling 12-month average of total revenues and sales through the end of November 2023. EIA data is preliminary that is subject to change, with 2023 data to be finalized in October 2024.
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Sustainability: We updated our integrated resource plan (“IRP”) in 2023, which outlined our intent to add 4,890 megawatts of renewable energy by 2035. Evergy seeks to lead the responsible energy transition in our service territories and take advantage of the region’s ample renewable resources and the benefits of a diverse generation portfolio. In May 2023, we closed on the acquisition of the 199-megawatt Persimmon Creek Wind Farm, reflecting continued progress toward our goal of a 70% reduction of owned generation carbon dioxide (“CO2”) emissions from 2005 levels by 2030. Our long-term target is to achieve net-zero CO2e emissions(2), for scope 1 and scope 2, by 2045 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors. In addition, the passage of the Inflation Reduction Act in 2022 provides longer-term certainty around renewable tax credits that serve to reduce the levelized cost of energy of new renewable generation.
Advancing Evergy’s Culture. We strive to have an inclusive, mission-driven culture at Evergy – a culture that is aligned with our strategic plan, our values, and our vision to empower a better future.
Mission: We empower a better future.
Vision: To lead the responsible energy transition and provide affordable, reliable, and sustainable service to our customers and communities.
People-First Values: Safety / Integrity / Ownership / Adaptability.
An inclusive, mission-driven culture creates an environment of engagement and performance; engaging the talented people who power our company; and sets high standards for operational excellence, continuous improvement, and sustained execution.
2023 Earnings. Evergy’s 2023 earnings and earnings per diluted share (“EPS”), each calculated in accordance with generally accepted accounting principles (“GAAP”), were $731.3 million and $3.17, respectively, compared to $752.7 million and $3.27 in 2022. Evergy’s 2023 adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP) were $815.6 million and $3.54, respectively, compared to $853.8 million and $3.71 in 2022.(3)
Dividend Growth. We increased our quarterly dividend by 4.9% to $0.6425 per share, or $2.57 per share on an annualized basis, consistent with our dividend growth target and targeted payout ratio of 60% to 70%.
(2)
The federal greenhouse gas (“GHG”) emissions inventory established by the U.S. Environmental Protection Agency includes scope 1 and scope 2 GHG emissions. Scope 1 emissions are direct GHG emissions that occur from sources that are controlled or owned by an organization (e.g., emissions associated with fuel combustion in boilers, furnaces, vehicles). Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat, or cooling. CO2e means ‘carbon dioxide equivalent’ and includes all GHG emissions including carbon dioxide (CO2), methane (CH4), nitrous oxide (NOx), and fluorinated gases.
(3)
Adjusted earnings and adjusted EPS are not calculated in accordance with GAAP and are reconciled to the most comparable GAAP metrics in Appendix A to this proxy statement.
Environmental, Social, and Governance
Evergy has achieved significant improvements in environmental, social, and governance (“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 ESG 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. ESG highlights include:
Emissions Reductions and Environmental Leadership. In 2023, Evergy achieved reductions of CO2 emissions from owned generation by 53%, and sulfur dioxide (SO2) and nitrogen oxide emissions by 98% and 90%, respectively, compared to 2005 baseline numbers. Beyond these achieved reductions, Evergy has a goal to achieve net-zero CO2e emissions, for scope 1 and 2, by 2045 with an interim goal of a 70% reduction of owned generation CO2 emissions from 2005 levels by 2030 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on many external factors, including enabling technology developments, the reliability of the
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power grid, availability of transmission capacity, supportive energy policies and regulations, and other factors. While these external factors are outside of Evergy’s control, Evergy is committed to participating in industry groups that assess real world application of emerging technology that can reduce GHG emissions.

Generation Transition. Evergy now produces nearly one-third of its annual power generation from renewable sources. When combined with the production from our Wolf Creek Nuclear Generating Station (“Wolf Creek”), almost half of the power generated for homes and businesses we serve comes from emission-free sources.

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Wind Generation. Evergy has been expanding wind energy production in the Midwest for years. With the acquisition of the 199-megawatt Persimmon Creek Wind Farm in 2023, we now own or have under contract over 4,500 megawatts of wind generation capacity. Our wind portfolio helps fuel Kansas’ state ranking as the third largest producer of renewable energy generation as a percentage of total generation in the United States.


Solar Power Generation. Evergy owns or funds more than 75 solar projects in Kansas and Missouri. In 2023, over 17 megawatts of solar projects were put into service, bringing the total solar portfolio to over 30 megawatts. Looking forward to 2024 and 2025, Evergy will be involved in the construction of additional solar projects totalling more than 35 megawatts and will continue preparations to accelerate solar build into the latter half of the decade as indicated in Evergy’s most recent annual IRP. For additional information, please refer to Evergy’s investor relations website, investors.evergy.com.
Water Consumption Reduction Efforts. Solar and wind renewable generation do not utilize processed water. Therefore, utilizing more renewable generation will result in the reduction of both water withdrawals and the consumption of water. Evergy has also undertaken projects that reduce water usage and increase water re-use and recycling. In 2022, approximately 88% of water withdrawn for use at generation sites was utilized for once-through cooling processes and 46% of our facilities re-use or recycle water.
Evergy’s Master Credit Facility with Non-Emission and Diversity Metrics. Evergy’s $2.5 billion master credit facility contains certain pricing terms based on diversity and non-CO2 emitting energy 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-Emission Generation Capacity and (ii) Diverse Supplier Spend (both as defined in the facility).
Diversity, Equity, and Inclusion. Evergy is focused on creating an inclusive, mission-driven culture. Embracing diversity, equity, and inclusion (“DE&I”) is about including and recognizing the diverse backgrounds and perspectives of all our employees. Diversity of perspectives makes us stronger and inclusive work environments promote well-being, safety, and innovation. Internally, DE&I principles and practices are embedded throughout our business and are part of everyone’s job. Externally, our investment in small, diverse businesses drives millions of dollars in economic impact into our communities. We also strive to meet customers where they are and reflect the communities we serve. Evergy’s strategic DE&I priorities focus on three pillars: marketplace (diverse business suppliers), workplace (developing leadership skills and employee engagement), and workforce (pipeline development).
Focus Area
Objective
2023 Actions
Marketplace
Support inclusive economic prosperity for Evergy and its ecosystem through investing in diverse suppliers and improving community vitality
Exceeded the target of 10+% supply diverse spend (12.1%)
Partnered with Burns & McDonnell, an American architecture and engineering company based in Kansas City, Missouri, to deliver a business talent pipeline for small, diverse businesses in our community through the Accelerate program
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Focus Area
Objective
2023 Actions
Workplace
Strengthen our inclusive environment that empowers better futures for our employees and our communities
Sustained Business Resource Groups (“BRG”) participation (26% of workforce participation within nine BRGs)
BRG members had higher engagement scores across all the twelve questions in the 2023 Engagement Survey
Workforce
Create an inclusive employee experience that attracts, develops and retains all employees, striving for a diverse and representative workforce
Leveraged the Mathison methodology to look comprehensively across the entire candidate experience to identify gaps and establish goals
Built dashboard to see progression through recruiting workflow
For 2023, our DE&I efforts aligned with Evergy’s mission, values, and strategic priorities with the implementation of a robust set of initiatives and qualitative/quantitative measures in support of our DE&I pillars.
For 2023, Evergy’s corporate social impact strategy focused on environmental leadership and community vitality.
Supporting Vulnerable Customers and Communities. Evergy’s corporate social impact program continued to focus on community investments and customer support to address energy burden, access to equity, and capacity building resulting in the following strategic milestones:
Evergy’s customer outreach team worked face-to-face with more than 38,000 customers and helped income-eligible customers secure more than $42 million in utility payment assistance.
Evergy’s two “Evergy Connect” walk-in facilities provided assistance to more than 30,000 customers with customized, face-to-face support, and linkages to energy efficiency programs, payment assistance, and social service resources.
The community investments program provided millions of dollars in grants to agencies that work with disadvantaged and underserved communities, help fund and develop minority-owned small businesses and improve access to equity.
Continued outreach work helped decrease energy burden by linking income-eligible customers to an array of programs and wrap-around services.
Supporting Environmental Leadership. Evergy provided support and volunteerism to many conservation and environmental partnerships including the following:
Evergy’s Green Team worked to protect and enhance several wetlands, animal habitats and waterways.
The community investments program provided key support to distribute and help plant hundreds of trees in underserved communities.
Made direct contributions to help protect resources, build and enhance trails and waterways and native wildlands and habitats.
ESG Reporting and Additional Information. In 2023, Evergy continued focusing on documenting Evergy’s climate risks as part of its existing Enterprise Risk Management (“ERM”) program, in alignment with the Task Force on Climate-related Financial Disclosures (“TCFD”) framework. Evergy continued the engagement with the Electric Power Research Institute’s Climate Resilience and Adaptation Initiative (ClimateREADI), which is focused on developing a comprehensive framework to inform infrastructure investment and deployment in order to help ensure a resilient power system. Evergy also participated in voluntary ESG reporting through CDP, a global platform for companies to disclose, measure, and manage their environmental data. Additionally, Evergy continued to voluntarily report on company performance and programs through its annual Sustainability Report, among others, while also receiving third-party verification on key environmental and social metrics. For additional information about Evergy’s ESG efforts and reporting,
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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 (“EEI”) ESG Metrics, the 2023 CDP Climate and Water Questionnaires, and the 2021 IRP Overview. For more information on Evergy’s policies and corporate governance and committee information, please go to: investors.evergy.com/sustainability/corporate-governance/documents-charters. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing.
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
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
SEC compliant clawback policy and provisions in award agreements
Whistleblower hotline
No shareholder rights plan or poison pill
No short selling, hedging, or pledging allowed by any employee or non-employee director
Sustainable
Operations and
GHG Emission Reduction
Board review of ESG matters
CO2e emission goal of net-zero for scope 1 and 2, by 2045, assuming key technology, policy, regulatory, and other external enablers are in place
Master credit facility with pricing based on diversity and non-CO2 emitting generation goals
Almost half of power generated from non-CO2 emitting sources in 2023
Transparent environmental disclosures
Diversity
Diverse Board, including four female directors
Diverse management team, including five female officers
Political Spending
Board review of political spending
Annual disclosure of political spending
Cybersecurity
Annual cybersecurity training
Board review of cybersecurity matters
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2023 Named Executive Officers
Our named executive officers (also referred to as “NEO” or “NEOs”) for 2023 are David A. Campbell, Kirkland B. Andrews, Kevin E. Bryant, Charles A. Caisley, and Heather A. Humphrey.
Board Refreshment
Evergy has added 6 new directors since 2020, each of whom brings additional breadth of experience, expertise, and characteristics to the Board. Following the retirement of S. Carl Soderstrom, Jr. in May of 2023, Neal A. Sharma joined the Board, providing additional expertise and qualifications. With the retirement of Mark A. Ruelle and Thomas D. Hyde in May, our Board will decrease from 12 to 10 directors.
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, including the Board Diversity Matrix, can be found under “Proposal 1 – Election of Directors.”

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Director Nominees (p. 12)
Director Nominees
Principal Occupation
Age
Director
Since
A
CLD
F
NGS
NPE
SPD
David A. Campbell
President and Chief Executive Officer, Evergy, Inc.
55
2021
 
 
 
 
 
B. Anthony Isaac Independent
Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation
71
2003
Paul M. Keglevic Independent
Former Chief Executive Officer and Executive Vice President, Chief Financial Officer and Chief Risk Officer, Energy Future Holdings, Inc.
70
2020
Chair
 
 
 
 
Mary L. Landrieu Independent
Former U.S. Senator for Louisiana and Senior Policy Advisor at Van Ness Feldman LLP
68
2021
Sandra A.J. Lawrence Independent
Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital
66
2004
 
Chair
 
 
 
Ann D. Murtlow Independent
Former President and Chief Executive Officer, United Way of Central Indiana
63
2013
Chair
Sandra J. Price Independent
Former Senior Vice President, Human Resources, Sprint Corporation
65
2016
 
 
Chair
 
 
James Scarola Independent
Former Senior Vice President and Chief Nuclear Officer, Duke/Progress Energy
68
2022
Chair
Neal A. Sharma Independent
Former Chief Executive Officer, Digital Evolution Group
47
2023
 
 
 
 
C. John Wilder
Independent
Executive Chairman of Bluescape Energy Partners, LLC
66
2021
Chair
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. 35)
Evergy’s compensation programs are designed to support achievement of our business strategy without encouraging excessive risk-taking. We intend 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 total target direct compensation is based on performance. The graphics and table below do not include special inducement and retention awards. Additional information about our executive compensation can be found under “Proposal 2 – Advisory Vote to Approve Executive Compensation.”

Set forth below is a summary of key fiscal 2023 compensation decisions for our currently serving NEOs.
Named Executive Officer
Base Salary
Annual Cash
Incentive Payout
Long-Term
Incentive Grants
Mr. David A. Campbell
President and Chief Executive Officer
$1,056,000
$1,424,280
$4,752,000
Target = 125% Base Salary
Payout = 107.9% of Target
Target = 450% Base Salary
75% performance-based
Mr. Kirkland B. Andrews
Executive Vice President
and Chief Financial Officer
$726,500
$783,894
$1,525,650
Target = 100% Base Salary
Payout = 107.9% of Target
Target = 210% Base Salary
75% performance-based
Mr. Kevin E. Bryant
Executive Vice President
and Chief Operating Officer
$637,500
$550,290
$1,338,750
Target = 80% Base Salary
Payout = 107.9% of Target
Target = 210% Base Salary
75% performance-based
Mr. Charles A. Caisley
Senior Vice President, Public Affairs
and Chief Customer Officer
$532,500
$373,442
$825,375
Target = 65% Base Salary
Payout = 107.9% of Target
Target = 155% Base Salary
75% performance-based
Ms. Heather A. Humphrey
Senior Vice President, General Counsel
and Corporate Secretary
$541,000
$379,484
$811,500
Target = 65% Base Salary
Payout = 107.9% of Target
Target = 150% Base Salary
75% performance-based
Proxy Statement Summary and Highlights | Evergy 2024 Proxy Statement 10

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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
Annual risk assessment
Compensation heavily weighted to performance
Standard annual equity grant cycle
Regular review of performance against compensation targets and outlook for payouts
SEC compliant clawback policy and provisions in award agreements
Independent Committee oversight
No employment agreements – all NEOs are employed at will
Standing Committee executive sessions
No stock options
Independent compensation consultant
No repricing or backdating of stock options
“Double trigger” change-in-control benefits
Generally no dividends for unvested awards
Robust stock ownership guidelines
No short selling, hedging or pledging
Board review of succession plans
No tax “gross-ups”
Proxy Statement Summary and Highlights | Evergy 2024 Proxy Statement 11

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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

Chairman of the Board*, President, and Chief Executive Officer
Director Since: 2021
Age: 55
Committee:
 • Finance
 
 
Executive Experience: David Campbell joined Evergy in January 2021 as President and Chief Executive Officer. Under Mr. Campbell’s leadership, Evergy focuses on providing safe, affordable, and reliable service to its 1.7 million customers and leading the responsible energy transition in Kansas and Missouri. Mr. Campbell and his team are dedicated to ensuring that Evergy provides a rewarding and professional work environment for employees and engages as a trusted partner in the communities Evergy serves.

Mr. Campbell served as Executive Vice President and Chief Financial Officer of Vistra Corp. (NYSE: VST) from June 2019 through December 2020. From 2014 through 2019, he served as Chief Executive Officer and as a member of the board of directors of InfraREIT, Inc. (NYSE: HIFR), a real estate investment trust that owned and leased rate-regulated electric transmission assets in Texas. Previously, Mr. Campbell worked at TXU Corp. (NYSE: TXU), and its successor, Energy Future Holdings, in various roles including Chief Executive Officer of Luminant Corporation, the largest power generator in Texas, and Chief Financial Officer of TXU Corp. Prior to joining TXU Corp., Mr. Campbell was a partner at McKinsey & Company, where he led the corporate finance and strategy practice in Texas.

Mr. Campbell serves on the boards of Truman Library Institute, Kansas City Area Development Council, the Electric Power Research Institute, St. Mark’s School, and Nuclear Electric Insurance Limited. Mr. Campbell is also a member of the Civic Council of Greater Kansas City and the Leadership Council of the Yale School of the Environment. Mr. Campbell is a graduate of Yale University, Harvard Law School, and Oxford University, where he studied as a Rhodes Scholar.
 
 
Skills and Qualifications: Mr. Campbell’s qualifications to serve as our director and Chairman of the Board include his substantial leadership, financial and utility industry experience; and his experience serving as a director of a public company.
*
The Board intends to designate Mr. Campbell as the Chairman of the Board following the 2024 Annual Meeting.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 12

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B. Anthony Isaac

Lead Independent Director*
Director Since: 2003
Age: 71
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. Mr. Isaac served on the board of directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry based in Irving, Texas (2018-2022), where he served as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac earned a Bachelor of Science 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.
*
The Board intends to designate Mr. Isaac as the new Lead Independent Director following the 2024 Annual Meeting.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 13

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Paul M. Keglevic

Independent

Director Since: 2020
Age: 70

Committees:

 • Audit (Chair)
 • Finance
 
 
Executive Experience: Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecommunications, transportation and real estate. Mr. Keglevic served as Chief Executive Officer (2016-2018) and Executive Vice President, Chief Financial Officer and Chief Risk Officer (2008-2016) of Energy Future Holdings, the majority owner of a regulated transmission and distribution business. Prior to that, Mr. Keglevic served as an audit partner at PricewaterhouseCoopers LLP (PwC) (2002-2008), where he was the U.S. utility sector leader for six years. Prior to PwC, Mr. Keglevic led the utilities practice for Arthur Andersen LLP, where he was a partner for 15 years. Mr. Keglevic 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. (NYSE: CCO) (2019), PetSmart, Inc. (Nasdaq: PETM), Stellus Capital Management, LLC (NYSE: SCM) (2014), Cobalt International Energy, Inc., Philadelphia Energy Solutions, Inc., Envision Healthcare, and Energy Future Holdings Corporation 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 (“NACD”).

In 2023, Mr. Keglevic was appointed to the board of directors of WeWork Inc (NYSE: WE), and currently serves as chairman, chair of the compensation committee and as a member of the nominating & corporate governance committee. Mr. Keglevic was also appointed to the boards of Rite Aid Corporation (OTC: RADCQ) and serves as chair of the audit committee, as well as, Tupperware Brands Corporation (NYSE: TUP) and serves as a member of the audit & finance and transformation committees.

Mr. Keglevic earned a 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.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 14

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Senator Mary L. Landrieu

Independent

Director Since: 2021
Age: 68

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 a 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.

Sandra A.J. Lawrence

Independent

Director Since: 2004
Age: 66

Committees:

 • Compensation and Leadership Development (Chair)
 • Nominating, Governance, and Sustainability
 
 
Executive Experience: Ms. Lawrence was the Executive Vice President and Chief Administrative Officer (2016-2019) and Executive Vice President and Chief Financial Officer (2005-2016) of Children’s Mercy Hospital, a comprehensive pediatric medical center in Kansas City, Missouri. Previously, she was the Chief Financial Officer (2005) and Senior Vice President and Treasurer (2004-2005) of Midwest Research Institute (now MRIGlobal), an independent, non-profit, contract research organization located in Kansas City, Missouri. Prior to that Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, financial services, packaging distribution and medical research industries. She currently serves as a trustee of the Delaware by Macquarie fund complex, as a director and as Audit Committee chair of Brixmor Property Group, Inc., and as a director at Sera Prognostics Inc. (Nasdaq: SERA). 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 and Recology, Inc. where she served as chair. She sits on the national board of the NACD, is past-chair of the board of directors of the Heartland Chapter of the NACD, was named to the NACD Directorship 100, and as an NACD board leadership fellow, and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence earned a Bachelor of Arts in psychology from Vassar College, a Master of Architecture from the Massachusetts Institute of Technology and a Master of 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.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 15

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Ann D. Murtlow

Independent

Director Since: 2013
Age: 63

Committees:

 • Audit
 • Safety and Power Delivery (Chair)
 
 
Executive Experience: Ms. Murtlow is currently the principal in North Sound LLC, through which she offers consulting services. From 2013 to 2022, she was a member of the board of directors, President and Chief Executive Officer of the United Way of Central Indiana, a non-profit community impact organization. Previously, she spent 24 years with AES Corporation, a holding company for electric utilities located in Arlington, Virginia, and served for over 12 years in various senior leadership and officer roles including Vice President and Group Manager of AES Corp. (NYSE: 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. Since 2013, Ms. Murtlow has served on the board of directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana, where she chairs the nominating and corporate governance committee and serves on the compensation committee. She previously served on the board of directors of First Internet Bancorp and its subsidiary, First Internet Bank, a financial institution in Fishers, Indiana (2013-2020), and on the boards of directors of the Federal Reserve Bank of Chicago, Herff Jones LLC, a manufacturer of educational recognition and achievement products and motivational materials located in Indianapolis, Indiana, and AEGIS Insurance Services, Inc., a mutual insurance company in East Rutherford, New Jersey. Ms. Murtlow was also named a board leadership fellow by the NACD and is an NACD Certified Director. Ms. Murtlow earned a 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.

Sandra J. Price

Independent

Director Since: 2016
Age: 65

Committees:

 • Compensation and Leadership Development
 • Nominating, Governance, and Sustainability (Chair)
 
 
Executive Experience: Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation (2006-2016), a global telecommunications company headquartered in Overland Park, Kansas prior to its acquisition by T-Mobile. 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 regional economic development initiative to grow an inclusive economy in the Kansas City metropolitan area. Ms. Price is a member of the board of directors of the US Infrastructure Company (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.

In 2022, Ms. Price was appointed to the Greater Kansas City Community Foundation Board of Directors, and served as chairperson (2020-2022) of the Kansas City Metropolitan Community College capital campaign cabinet. She was named to the 2021 NACD 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 a 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.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 16

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James Scarola

Independent

Director Since: 2022
Age: 68

Committee:

 • Nuclear, Power Supply, and Environmental (Chair)
 
 
Executive Experience: Mr. Scarola is an independent nuclear oversight consultant (since 2015), and previously served as the Nuclear Industry Fukushima Steering Committee Chairman (2012-2014), where he established and coordinated the strategic direction for the U.S. Industry in response to the Fukushima nuclear accident. He served as Senior Vice President and Chief Nuclear Officer (2008-2012) at Progress Energy, Inc. (prior to their merger with Duke Energy (NYSE: DUK) in 2012), and as Site Vice President of Progress’ Brunswick Nuclear Plant (2005-2008) and of their Harris Nuclear Plant (1998-2005). He also served in leadership roles at Florida Power & Light’s St. Lucie Nuclear Plant (1980-1998). Mr. Scarola provides consulting services related to the nuclear industry, monitors and assesses nuclear operations and provides counsel to chief nuclear officers and boards of directors. He has also served on the board of directors of Wolf Creek, Evergy’s nuclear generating plant, since 2022. He is a certified Pressurized Water Reactors Senior Reactor Operator and Institute of Nuclear Power Operations Senior Nuclear Plant Manager. Mr. Scarola earned a 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 and his extensive experience in all aspects of nuclear operations, including engineering, oversight, fiscal control, labor relations, strategic planning, project management, and maintenance.

Neal A. Sharma

Independent

Director Since: 2023
Age: 47

Committees:

 • Audit
 • Safety and Power Delivery
 
 
Executive Experience: Mr. Sharma co-founded Digital Evolution Group (“DEG”), a full-service digital marketing and commerce agency that was sold in 2018. From 2018 until 2022, he continued to serve as Chief Executive Officer of DEG, now part of global agency holding company, Dentsu Group, Inc. Mr. Sharma has served as President, Dentsu Shop since January 2022 in a solutions-oriented advisory role, and also serves in an advisory capacity to startup companies in which he invests and on several non-profit boards, including MRI Global and the Truman Library Institute.

Mr. Sharma earned a bachelor’s degree from American University in 1998 and a Master of Business Administration degree from the University of Kansas in 2001.
 
 
Skills and Qualifications: Mr. Sharma’s qualifications to serve as our director include his management and leadership experience, his substantial financial and accounting expertise, and his extensive experience in community and political relations, risk management, and customer experience.
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 17

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C. John Wilder

Independent

Director Since: 2021
Age: 66

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

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

Mr. Wilder earned a Bachelor of Science in business administration from Southeast Missouri State University, where he graduated magna cum laude and received the university’s Distinguished Alumni Award. He earned a Master of 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 10 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.
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 10 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 30. Shareholders who wish to nominate a director nominee, including nominations 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 2025 annual meeting?” on page 80.
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 the director’s ability to work collaboratively and function well as a collegial body.
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 Nasdaq Stock Market LLC (“Nasdaq”) listing standards and our Corporate Governance Guidelines.
The Board concluded that the following core competencies are conducive to sustainable long-term shareholder and customer value: strategy development; federal and state regulation and compliance; alignment of company culture with compensation and leadership development; accounting, finance, and investment management; risk management; operational oversight; customer experience; community and political relations; and ESG. 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.”
Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 19

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Core Competencies
Board Core Competencies
Campbell
Isaac
Keglevic
Landrieu
Lawrence
Murtlow
Price
Scarola
Sharma
Wilder
Strategy Development
3
3
3
3
2
3
3
3
2
3
Federal and State Regulation and Compliance
3
3
2
3
3
3
2
3
0
3
Alignment of Company Culture and Compensation and Leadership Development
3
3
3
3
3
3
3
3
3
3
Accounting, Finance, and Investment Management
3
2
3
2
3
3
1
1
3
3
Risk Management
3
2
3
2
3
3
1
2
3
3
Operational Oversight
3
2
2
2
2
3
3
3
2
3
Customer Experience
3
3
2
2
2
2
3
2
3
3
Community and Political Relations
3
1
3
3
2
3
2
2
3
3
Environmental, Social, and Governance
3
2
2
3
3
3
3
3
2
3
3 - Experienced | 2 - Moderate Experience | 1 - Minimal Experience | 0 – No Experience

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Board Diversity
The following Board Diversity Matrix highlights certain personal characteristics of the director nominees as of the date of this Proxy Statement.
Board Diversity Matrix
Total Number of Directors*
10
Female
Male
Non-
Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
4
6
Part II: Demographic Background
African American or Black
1
Alaskan Native or Native American
 
 
 
 
 
Asian
1
Hispanic or Latinx
 
 
 
 
 
Native Hawaiian or Pacific Islander
White
3
5
 
 
 
Two or More Races or Ethnicities
LGBTQ+
 
 
 
 
 
Did Not Disclose Demographic Background
*
The above matrix presents information about each director nominee and excludes Mr. Ruelle and Mr. Hyde who are not standing for re-election at the 2024 Annual Meeting.

Proposal 1 - Election of Directors | Director Nominee Biographies | Evergy 2024 Proxy Statement 21

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Corporate Governance Matters
Board Structure
Board Leadership Structure. With the upcoming retirement of Mr. Mark A. Ruelle from the Board, we have determined that, moving forward, we will use a Lead Independent Director plus a combined Chairman of the Board (the “Chair”) and Chief Executive Officer (“CEO”) structure. The Board previously separated the roles of the Chair and CEO, with Mr. Mark A. Ruelle serving as the Chair and Mr. David A. Campbell serving as the CEO. Following Mr. Ruelle’s announcement that he is not standing for re-election, Mr. Campbell has been nominated by the Board to serve as both the Chair and CEO.
The Board believes that the new structure is an appropriate corporate governance structure for the Company moving forward. However, the Board believes it is important to maintain flexibility to separate the roles in the future if it determines that a different Board structure would be in the long-term interests of our shareholders.
As implemented by the Company, the combined Chair and CEO role will focus on the accountability and responsibility of achieving the Company’s objectives, and the Lead Independent Director role will provide the independent members of the Board with effective Board leadership, oversight, and monitoring of the Company and its management. The Board believes that the CEO is well-positioned to lead discussions regarding the Company’s strategy. Moreover, the CEO’s operating knowledge of the Company and regular interactions with management provide him with the ability to highlight significant issues for Board consideration.
Chairman of the Board Responsibilities
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 the Company’s shareholder meetings.
The Chair approves Board meeting agendas and reflects input, if any, of the Lead Independent Director. The Chair also discusses the quality, quantity, and timeliness of the flow of information communicated from management to the Board. The Chair also serves as the principal liaison between management and the Board.
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. The Chair may also interface from time to time with the public, including shareholders.
Working with the Nominating, Governance, and Sustainability Committee and the Lead Independent Director, 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 Responsibilities
The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. The Lead Independent Director also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules.
The Board appoints a Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role. Mr. Hyde, previously appointed as Lead Independent Director by the Board, is not able to stand for re-election pursuant to Evergy’s Mandatory Retirement / Tenure Policy (as described below). The Board has designated Mr. Isaac as the new Lead Independent Director effective at the 2024 Annual Meeting.
Independent Board. The Board has determined that 9 of the 10 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 CEO) 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 four meetings in 2023. Each incumbent director nominee attended greater than 75% of the aggregate number of meetings of the Board and committees on which he or she served during 2023 (or portion of 2023 during which he or she served as a director or committee member).
Board Committees. We have a robust committee structure, with six standing committees.
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Each committee is led by an independent director. In addition, four of the standing committees, including all committees required by Nasdaq 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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Audit Committee
7 Meetings in 2023
100% Attendance

Members:*

Mr. Keglevic (Chair)
Mr. Hyde
Ms. Murtlow
Mr. Soderstrom
Mr. Sharma
Primary responsibilities:
Oversee the accounting and financial reporting processes, including all processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting as well as the reporting on ESG matters
Oversee the independent auditor and the internal audit services department
Oversee enterprise risk management
Oversee the audits of Evergy’s financial statements and the preparation of all reports and other disclosures required of the Audit Committee by the SEC
Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics
The Board has determined that each member of the committee is (i) independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) financially literate under the Nasdaq 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.
*
Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. The Board elected Mr. Sharma to the Board effective June 9, 2023, and subsequently appointed him as a committee member effective July 24, 2023. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting.
Compensation and Leadership Development Committee
6 Meetings in 2023
100% Attendance

Members:

Ms. Lawrence (Chair)
Mr. Isaac
Sen. Landrieu
Ms. Price
Primary responsibilities:
Oversee alignment of compensation philosophy with shareholder interests
Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation
Approve NEO compensation (other than the CEO)
Advise the CEO on compensation for other officers
Oversee human capital resources
Review the culture of Evergy
Review the effectiveness of Company 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 Nasdaq listing standards and Rule 10C-1(b)(1) under the Exchange Act, 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.
Finance Committee
4 Meetings in 2023
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
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The Board has determined that each member of the committee, other than Mr. Campbell, is independent under the Nasdaq listing standards. The Board determined that having Mr. Campbell on the committee is proper and beneficial due to his extensive financial experience.
Nominating, Governance, and Sustainability Committee
4 Meetings in 2023
100% Attendance

Members:*

Ms. Price (Chair)
Mr. Hyde
Ms. Lawrence
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 Nasdaq listing standards.
*
Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting.
Nuclear, Power Supply, and Environmental Committee
4 Meetings in 2023
>93% Attendance

Members:*

Mr. Scarola (Chair)
Mr. Isaac
Sen. Landrieu
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 Nasdaq 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. Ruelle is not standing for re-election at the 2024 Annual Meeting.
Safety and Power Delivery Committee
4 Meetings in 2023
100% Attendance

Members:*

Ms. Murtlow (Chair)
Mr. Hyde
Mr. Soderstrom
Mr. Sharma
Mr. Wilder
Primary responsibilities:
Advise and assist the Board in reviewing Evergy’s power delivery, customer service, and information technology functions (including cybersecurity), safety and physical security
Review Evergy’s strategy with respect to transmission and distribution assets and compliance with laws, regulations, and standards relating to the ownership and operation of transmission and distribution assets
Review risks and management mitigation activities related to Evergy’s operations
The Board has determined that each member of the committee is independent under the Nasdaq listing standards.
*
Mr. Soderstrom served on the committee in 2023 but did not stand for re-election at the 2023 annual meeting of shareholders. The Board elected Mr. Sharma to the Board effective June 9, 2023, and subsequently appointed him as a committee member effective July 24, 2023. Mr. Hyde is not standing for re-election at the 2024 Annual Meeting.
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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” for the confidential and anonymous reporting of concerns and complaints, which is independently administered and is available 24 hours a day, every day.
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. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing.
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, in advance of the annual meeting, each director nominee is required to tender 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 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 Lead Independent Director, and the Chair of the Nominating, Governance, and Sustainability Committee, Lead Independent Director will provide any applicable feedback to an individual director. In 2023, as part of ongoing Board refreshment activities, the Chair of the Nominating, Governance, and Sustainability Committee also 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.
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Board Oversight of Risk Management. The Board is responsible for the oversight of all major risks (as well as mitigation plans), including strategic, financial, operational and compliance risks. In an effort to ensure appropriate and in-depth oversight of risk, the Board has delegated some specific risk oversight responsibility to its committees, as summarized below and as described in those committees’ charters. The Nominating, Governance, and 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 Board receives a report from management and provides feedback and asks questions on key business and compliance risks and related mitigation plans. The Board also receives updates on significant events and the status of, and changes in, such 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.
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 must 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.
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 has 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 GHG emissions in a cost-effective and reliable manner. In 2023, Evergy achieved a reduction of CO2 emissions from owned generation by 53% from 2005 levels and reductions in sulfur dioxide and nitrogen oxide emissions by 98% and 90%, respectively, relative to 2005 levels. Evergy has a long-term target to achieve net-zero CO2e emissions, for scope 1 and scope 2, by 2045 with an interim goal of a 70% reduction of owned generation CO2 emissions from 2005 levels by 2030 through the responsible transition of Evergy’s generation fleet. Achieving these emission reductions is expected to be dependent on enabling technologies and supportive policies and regulations, among other external factors. In 2023, Evergy’s Long-Term Incentive Plan (the “LTIP”) included an environmental metric 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 recognized 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 more than $255 million of diverse supplier spending in 2023. To further promote and reinforce our commitment to DE&I, our Annual Incentive Plan (“AIP”) for 2023 includes a discretionary DE&I modifier.
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Evergy’s Master Credit Facility with Non-Emission and Diversity Metrics. Evergy’s $2.5 billion master credit facility contains certain pricing terms based on diversity and non-CO2 emitting energy 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-Emission 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 risk and is designed to safeguard 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, including those of the North American Electric Reliability Corporation (NERC).
Evergy’s risk management function utilizes the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), the United States Department of Energy Cyber Capability Maturity Model (C2M2) standard and components of the National Institute of Standards and Technology Risk Management Framework (NIST RMF) for a comprehensive, flexible and risk-based approach to managing risk from cybersecurity threats that integrates, security, privacy and cyber supply chain risk management activities. Evergy also maintains cybersecurity 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, the Federal Bureau of Investigations within the United States Department of Justice, the Electricity Information Sharing and Analysis Center (E-ISAC), and the Cybersecurity and Infrastructure Security Agency (CISA).
All Evergy employees complete an annual information security awareness training that addresses information technology, cybersecurity, privacy, and other related 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, review of cybersecurity risks and other aspects of Evergy’s information technology function. In 2023, the Board and its committees received multiple presentations that were specific to information technology and cybersecurity matters, including artificial intelligence, 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 Board receives a report from management on 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. Please refer to our 2023 Annual Report in Part I – Item 1C – Cybersecurity for additional information regarding Evergy’s enterprise risk management policies, processes, and frameworks.
Human Capital Resource Management. The Company is committed to effective human capital resource management. Please refer to our 2023 Annual Report 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 Nasdaq listing standards, as well as other independence standards that the Board may adopt. The Nasdaq 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 Nasdaq 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 Board, and the Board made its independence
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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 the terms of the Company’s 2021 issuance of equity and warrants to an affiliate of Bluescape, of which Mr. John Wilder is the Executive Chairman. The Board concluded that such issuances align Mr. Wilder’s interests with Evergy shareholder interests, and that Mr. Wilder is independent.
Some of our directors serve as trustees or directors of charitable organizations on which other directors or officers also serve or to which we donate money. In each case, payments by us were less than the greater of 5% of the charitable organization’s revenues or $200,000.
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 Nasdaq listing standards and the director qualification standards, except Mr. Campbell, due to his current position as the Chief Executive Officer of Evergy.
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 since the beginning of fiscal year 2023 required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.
Compensation Committee Interlocks and Insider Participation
Ms. Lawrence, Mr. Isaac, Sen. Landrieu, and Ms. Price served as members of the Compensation and Leadership Development Committee in 2023. No such member is or was an officer or employee of Evergy or its subsidiaries or had any relationship requiring disclosure under Item 404 of Regulation S-K of the Exchange Act. 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, 2023.
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 its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), approved an updated compensation structure for non-employee directors in 2023, consisting of increased quarterly committee chair cash retainers for four of the six committees, the quarterly non-executive chair cash retainer, annual equity retainers, and the non-executive chair annual equity retainer. Based on Meridian’s benchmarking, the Nominating, Governance and Sustainability Committee elected to increase the following components of non-employee director compensation effective May 2, 2023: committee chair cash retainers from $15,000 to $20,000 (annual amount, paid quarterly) for the Nominating, Governance, and Corporate Responsibility Committee, the Finance Committee, the Nuclear and Power Supply Committee, and the Safety and Power Delivery Committee (Audit and Compensation and Leadership Development remained the same); non-executive chair cash retainer from $55,000 to $65,000 (annual amount, paid quarterly); annual equity retainer from $145,000 to $155,000; and, non-executive chair annual equity retainer from $55,000 to $65,000. For the amounts each director received in 2023, please refer to the table in section “2023 Non-Employee Director Compensation” below.
Director Retainer Structure
Non-Employee Director Compensation
Description of Category
Cash Retainers – Paid Quarterly(1)
Annual Base (All Directors)
$115,000
Leadership Fees
 
Non-Executive Chair of the Board
$65,000
Lead Director
$30,000
Committee Chair Fees
Audit
$20,000
Compensation and Leadership Development
$20,000
Nominating, Governance, and Sustainability
$20,000
Finance
$20,000
Nuclear, Power Supply, and Environmental
$20,000
Safety and Power Delivery
$20,000
Equity Retainers – Paid Annually(2)
Evergy Common Stock (All Directors)
$155,000
Non-Executive Chair of the Board
$65,000
(1)
Non-employee directors may elect to have all or part of their cash retainers converted to DSUs (as defined below) under the LTIP. See “Election to Defer Compensation” below for additional information.
(2)
Annual 2023 non-employee director equity retainers were paid on the first business day following the Company’s annual meeting of shareholders (May 3, 2023). A director joining the Board after the annual meeting of shareholders will not receive annual non-employee director equity retainers until the following year.
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2023 Non-Employee Director Compensation
The following table outlines all compensation paid to our non-employee directors in 2023. We have omitted the columns titled “Option Awards” and “Non-Equity Incentive Plan Compensation” because our non-employee directors did not receive such compensation in 2023. Please refer to the table in section “Non-Employee Director Compensation” above for a description of changes to non-employee director compensation made effective as of May 2, 2023.
2023 Non-Employee Director Compensation
Current Directors
Fees Earned
or Paid
in Cash(1)
($)
Stock
Awards(2)
($)
Nonqualified
Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Total
($)
Thomas D. Hyde
145,000
155,619
5,814
0
306,433
B. Anthony Isaac
115,000
155,619
2,573
5,000
278,192
Paul M. Keglevic
135,000
155,619
1,123
0
291,742
Mary L. Landrieu
115,000
155,619
0
0
270,619
Sandra A.J. Lawrence
135,000
155,619
9,147
5,000
304,766
Ann D. Murtlow
133,310
155,619
0
0
288,929
Sandra J. Price
133,310
155,619
0
5,000
293,929
Mark A. Ruelle
176,621
220,876
1,834
5,000
404,331
James Scarola
133,310
155,619
0
0
288,929
Neal A. Sharma(5)
64,451
0
0
0
64,451
C. John Wilder
133,310
155,619
0
0
288,929
Former Directors
S. Carl Soderstrom Jr.(6)
38,860
0
0
0
38,860
(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 DSUs (as defined below), or (ii) defer receipt of all or part of their cash retainer.
(2)
The amount shown is the aggregate grant date fair value of equity granted in 2023 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See note 10 to the consolidated financial statements included in our 2023 Annual Report for a discussion of the assumptions used in calculating these amounts. The amounts reflect the value of equity retainers issued by the Company in 2023, 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 2023 on nonqualified deferred compensation.
(4)
The amounts shown reflect matches by the Company for qualifying charitable contributions made by the directors.
(5)
Mr. Sharma was elected to the Board effective June 9, 2023, and was subsequently appointed as a committee member effective July 24, 2023. Since Mr. Sharma joined the Board after the Company’s annual meeting of shareholders, he did not receive the annual non-employee director equity retainer.
(6)
Mr. Soderstrom did not stand for re-election at the Company’s annual meeting of shareholders on May 1, 2023, and ceased to be a director of the Company following the 2023 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 deferred share units (“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. DSUs are converted to stock and distributed following termination of service on the Board pursuant to elections made by each director. See “Security Ownership of Directors and Executive Officers” table on page 76 for additional information.
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 non-employee director 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 of December 31, 2023, all of our non-employee directors are in compliance with this requirement.
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Proposal
2
Approve the 2023 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 under Section 14A of the Exchange Act to provide their shareholders with the opportunity to approve, on an advisory and non-binding basis, the compensation of their NEOs. In 2023, approximately 96% of our voting shareholders approved the compensation of our NEOs. 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 to 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 2024 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis section, the Executive Compensation section, the 2023 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 NEOs 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 NEOs for 2023:
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
Heather A. Humphrey, Senior Vice President, General Counsel and Corporate Secretary
References to the “Committee” in the CD&A and related sections mean the Compensation and Leadership Development Committee of the Board.
2023 Compensation Program Summary
Balanced mix of compensation weighted toward incentivizing performance. For 2023, 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 2023 AIP in February 2023. Objectives and achievements are shown below as follows:
2023 Annual
Incentive Objectives
Measure
Incremental
Weighting
(Percent)
Weighting
(Percent)
Weighted Achievement
(Percent of Target)
1. Financial(1)
Adjusted Earnings per Share for Incentive Compensation
32.5%
24.4% 
Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation (in millions)
32.5%
62.4% 
2. Safety
DART (Days Away, Restricted, or Transferred Rate)
9.375%
12.5%
0.0% 
PVAR (Preventable Vehicle Accident Rate)
3.125%
0.0% 
3. Operations
SAIDI (System Average Interruption Duration Index)
3.750%
7.5%
7.1% 
SAIFI (System Average Interruption Frequency Index)
3.750%
5.3% 
Unplanned Commercial Availability Factor
7.5%
7.5% 
4. Customer
  Experience
JD Power: Residential Customer Satisfaction (Absolute)
1.500%
7.5%
0.0% 
JD Power: Residential Customer Satisfaction (Relative)
1.500%
0.0% 
Business Customer Satisfaction Surveys
2.250%
0.0% 
Call Center Survey
2.250%
1.2% 
107.9% 
Modifiers
Diversity,
Equity, and Inclusion
Committee discretionary adjustment
 Advancement across three pillars:
 1. Marketplace (Supplier Diversity)
 2. Workplace (Development & Engagement)
 3. Workforce (Talent Pipeline)
+/-10%
Percentage points additive to the results of objectives 1-4 above.

No modifications were applied in respect of this modifier to the weighted payout in 2023.The Committee noted sufficient progress along these pillars.
(1)
These measures are not calculated in accordance with GAAP. See Appendix B for a reconciliation to the most comparable measures calculated in accordance with GAAP.
The Company made progress in advancing priority initiatives in its DE&I efforts; therefore the DE&I modifier was set at target.
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Our weighted achievement for 2023 was 107.9% of target. Based on this performance, the following performance cash awards were paid to our NEOs.
Name
Base
Salary
2023
Incentive Award
at Target (Percent of
Annual Base Salary)
2023
Actual Award
as a Percent of
Target Bonus
2023
Actual Award Paid
($)
Mr. Campbell
$1,056,000
125%
107.9%
$1,424,280
Mr. Andrews
$726,500
100%
107.9%
$783,894
Mr. Bryant
$637,500
80%
107.9%
$550,290
Mr. Caisley
$532,500
65%
107.9%
$373,442
Ms. Humphrey
$541,000
65%
107.9%
$379,484
Long-Term Incentive Awards Weighted to Performance-Based Vehicles. For the 2023 annual grant, we granted long-term incentive awards in the form of restricted stock units (“RSUs”) that will, subject to continued employment, “cliff” vest in three years from the respective dates of grant. A significant portion of the RSUs – 75% – were granted as performance-based awards that vest, if at all, based on (1) Evergy’s total shareholder return (“TSR”) relative to the companies included in the EEI index of electric utility companies (the “EEI Index”) over the three-year performance period (60% of performance-based weighting) and, (2) Evergy’s 3-year cumulative adjusted EPS measured relative to the Company’s long-term financial plan (33.3% of performance-based weighting) and an environmental measure based on adding renewable energy generation (6.7% of performance-based weighting). The 2023 annual grant values for our NEOs are summarized below.
Name
2023
Time-Based RSUs
2023
Performance-Based RSUs
(Target)
Mr. Campbell
$1,188,000
$3,564,000
Mr. Andrews
$381,413
$1,144,238
Mr. Bryant
$334,688
$1,004,063
Mr. Caisley
$206,344
$619,031
Ms. Humphrey
$202,875
$608,625
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Stakeholder-Focused Modifications to 2023 and 2024 Compensation Program
In 2022, we added an environmental metric to the performance-based RSUs based on total megawatts of owned renewables additions or buy-ins of PPAs by year-end 2024, among other changes. The 2021 changes that we continued into 2022 include the discretionary DE&I and Key Performance Indicator modifiers to the AIP that reinforce our commitment to improving our DE&I goals and assess our progress on the Company’s business plan. We also continue to measure cumulative adjusted EPS in the 2022 performance-based RSUs to support achievement of our long-term strategic plan and because of its alignment with shareholder value creation. The goals and targets for our 2023 executive incentive plans are aligned with our strategic business plan. In 2024, we are amending several of our AIP metrics as follows:
Safety: Adding a leading indicator metric for percent of Potential Severe Injury or Fatality (“PSIF”) incidents investigated with plans on track
Customer Experience: Minor changes to the customer experience measures to address year to year score volatility
The Operations and Financial metrics and AIP Modifiers remain unchanged.
Strong Compensation Governance Practices
Our Committee believes our executive compensation program also features best-in-class governance practices, such as:
Alignment between pay and performance
Annual risk assessment