DEF 14A of Evergy, Inc.
Filed Mar 26, 2026 · FY20250001140361-26-011357
PROXY STATEMENT
PROXY STATEMENT This notice of annual meeting and proxy statement, the accompanying proxy card and our 2025 Annual Report are made available to, and mailed, beginning on or about March 26, 2026, to certain holders of our common stock for the solicitation of proxies by our Board of Directors (the “Board”) for the 2026 Annual Meeting. We distribute proxy materials to many shareholders via the internet under the Securities and Exchange Commission’s (“SEC”) “Notice and Access” rules, thereby capturing cost and environmental benefits. On or about March 26, 2026, we are first mailing a Notice of Internet Availability of Proxy Materials (“Notice”) that contains information about our 2026 Annual Meeting and instructions on how to view all proxy materials on the internet. Also included are instructions on how to vote and how to request a paper or email copy of the proxy materials. Shareholders of record at the close of business on March 2, 2026, are entitled to notice of, and to vote at, the 2026 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 2026 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,
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 5, 2026: This notice of annual meeting and proxy statement and our 2025 Annual Report are available at https://materials.proxyvote.com/30034W | | Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | |
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| Notice of Annual Meeting of Shareholders | Proxy Statement | Evergy 2026 Proxy Statement 1 |
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| Proxy Statement Summary and Highlights |
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| About Evergy |
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Evergy’s Business. 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 2025 Annual Report contains additional information about our businesses. This section is a summary and you should read the entire proxy statement before voting. Evergy’s Culture. Evergy’s mission-driven culture creates an environment of performance; engages talented people who power our Company; and sets high standards for operational excellence, continuous improvement, and sustained execution.
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| 2025 Highlights |
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| Continuing to Advance Our Strategy. Evergy’s mission is to empower a better future, and our vision is to lead the way in delivering affordable, reliable, and sustainable energy that creates the foundation for thriving and growing communities. In 2025, through teamwork and dedication, we continued to deliver on our strategic plan and corporate initiatives to best position Evergy to advance growth and economic development opportunities in our region while remaining focused on consistently delivering against these strategic pillars. | |
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| • | Affordability: Our emphasis on affordability and seeking improvements in regional rate competitiveness has delivered results for our customers and communities. Since 2017, Evergy’s overall retail rates have increased a cumulative 4.9%, equal to approximately 0.5% annual inflation, well below the average rate increases in regional peer states and economy-wide inflation (as measured by the Consumer Price Index) over the same time period.(1) |
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| • | Reliability: Our focus on safe and reliable service includes investments to modernize our transmission and distribution infrastructure to improve reliability for our customers and improve the resiliency of the electric grid and its ability to withstand extreme weather. By replacing aging equipment and investing in smart grid technologies, we seek to enable further efficiency gains in serving our customers. Our focus on reliability also includes effectively managing our generation fleet and investing to meet the requirements of a changing energy industry, including the development of new dispatchable and renewable resources. In 2025, we met our corporate targets and performed well in safety, reliability, and forced outage rate. |
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| • | Sustainability: Evergy is making significant investments in infrastructure required to cost-effectively serve the growing needs of our customers while also advancing reliability and resiliency. Our 5-year capital expenditure plan includes investments to support the safe and efficient operation of existing resources, construct new generation assets, and further modernize our grid. Relative to our prior 5-year plan, a significant portion of the expected increase in capital expenditures is driven by new generation investment. In 2025, we received approval from our regulators to construct three new natural gas units and three new utility-scale solar projects, and we continue to evaluate additional projects as identified in our Integrated Resource Plan (“IRP”). We also advanced our distribution investment plan to enhance reliability and continue to offer pilot programs, such as our residential battery storage system program, to understand how new technology can increase grid resiliency while also benefiting customers. |
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Financial Performance.
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| • | Earnings. Evergy’s 2025 earnings and diluted earnings per share (“EPS”), each calculated in accordance with generally accepted accounting principles (“GAAP”), were $855.6 million and $3.66, respectively, compared to $873.5 million and $3.79 in 2024. Evergy’s 2025 adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP) were $893.8 million and $3.83, respectively, compared to $877.9 million and $3.81 in 2024.(2) |
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| • | Dividend Growth. We increased our quarterly dividend by approximately 4.0% to $0.6950 per share, or $2.78 per share on an annualized basis, consistent with our dividend growth target and targeted payout ratio of 60% to 70% in 2025. |
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| (1) Cumulative rate increase since the end of 2017 through the end of October 2025. Regional electric state data is sourced from the U.S. Energy Information Administration (EIA) and is comprised of revenues and sales for all sectors. 2025 data is based on a rolling 12-month average of total revenues and sales through the end of October 2025. |
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| (2) Adjusted earnings and adjusted EPS are not calculated in accordance with GAAP and are reconciled to the most comparable GAAP metrics in Appendix A to this proxy statement. |
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| Sustainability |
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Evergy has achieved significant advancements in sustainability efforts and disclosures under the leadership and guidance of the Board and management. Highlights include:
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| • | Emissions Reductions and Environmental Leadership. In 2025, Evergy achieved reductions of carbon dioxide (“CO2”) emissions from owned generation by 47%, and sulfur dioxide (“SO2”) and nitrogen oxide (“NOx”) emissions by 98% and 89%, respectively, compared to 2005 baseline numbers. In addition to these achieved reductions, Evergy has a goal to achieve net-zero carbon dioxide equivalent (“CO2e”) emission, for scope 1 and 2 emissions, by 2050 through the responsible transition of Evergy’s generation fleet. This goal and time frame are consistent with the majority of industry peers with stated net-zero emissions goals and are dependent on the evolution of Evergy’s IRPs and many external factors, including enabling technology developments, trends in the total demand for electricity, the reliability of the power grid, availability of transmission capacity, supportive energy policies and regulations, and other factors. |
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| • | Generation Portfolio. Evergy produces nearly one-third of our annual power generation from renewable sources. When combined with the production from our Wolf Creek Nuclear Generating Station (“Wolf Creek”), almost half of the power generated for homes and businesses we serve comes from emission-free sources. |
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| • | Wind Generation. Capitalizing on the abundant wind resources in the region, Evergy owns over 4,500 megawatts of wind generation capacity. Our wind portfolio helps fuel Kansas’ state ranking as the third largest producer of renewable energy generation as a percentage of total generation in the United States. |
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| • | Solar Power Generation. Evergy supports a growing renewable energy portfolio, with ownership or financial participation in more than 75 solar installations across Kansas and Missouri. In 2025, approximately 20 megawatts of new solar capacity were placed into service, increasing the company’s active solar portfolio to more than 65 megawatts. In addition, Evergy has initiated construction of its first two utility scale solar facilities, which together will add more than 165 megawatts of new capacity and are expected to enter service in early 2027. Looking ahead, Evergy anticipates continued investment in solar generation through the development of additional utility-scale projects, consistent with the Company’s most recent IRP. |
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| • | Water Consumption Reduction Efforts. Solar and wind renewable generation do not utilize processed water. Therefore, utilizing more renewable generation will result in the reduction of both water withdrawals and the consumption of water. Evergy has also undertaken projects that reduce water usage and increase water re-use and recycling. |
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| • | Community & Customer Engagement. In 2025, Evergy’s corporate social impact strategy focused on community vitality and environmental leadership. Highlights of Evergy’s strategic community and customer priorities include: |
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| • | Investing in our customers and communities. Through Evergy’s community investments program, we donated nearly $7 million to nonprofit agencies and organizations. Significant support went to community development, business creation and expansion and workforce readiness programs. Additionally, Evergy directed strategic investments toward social service agencies that provide critical support to our vulnerable customers and communities. |
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| • | Connecting our vulnerable customers to needed resources. Evergy has a portfolio of programs designed to address different aspects of affordability, including bill payment assistance, arrearage relief, flexible payment arrangements, payment and outreach support to medically vulnerable customers and energy efficiency and weatherization partnerships. Evergy’s customer teams are trained to help customers understand all the resources available and help layer this support depending on the customer’s unique situation. |
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Through Evergy’s two “Connect” walk-in centers, specialists helped 54,000 customers, with customized service, to secure resources needed for bill payment and energy savings. Additionally, Evergy’s mobile outreach team assisted another 15,000 customers and brought help to Evergy’s smaller and rural communities. These teams also helped customers secure approximately $25 million in bill payment assistance funds from federal and other sources. Evergy’s two new assistance programs in Missouri, Critical Medical Needs and Rehousing, provided critical bill assistance to those facing traumatic medical issues and helped customers enter stable, affordable housing with bill arrearage assistance. In 2025, we expanded the Rehousing program to also support seniors in danger of losing their housing and survivors of domestic violence. Additionally in Kansas, the Evergy Cares program assisted 1,600 customers with emergency bill assistance when traditional federal and state resources were not available.
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| • | Improving the environment through community-based conservation and sustainability. In addition to providing community investments toward conservation and sustainability efforts, Evergy’s Green Team completed 69 environmental projects in our service territory with 26 of those in vulnerable communities. A significant focus was the completion of the tree planting component of the Urban Heat Island mitigation project. The Green Team coordinated the planting of more than 1,000 trees in 2025, adding to the total planting of 1,700 along Kansas City’s Independence Boulevard. |
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Additionally, the Green Team focused on enhancing Missouri and Kansas riverways and creating and improving wildlife and pollinator habitats. These projects resulted in more than 100 wildlife and pollinator habitat installations, the removal of more than four tons of trash from riverways.
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| • | Sustainability Reporting and Additional Information. For additional information about Evergy’s sustainability efforts and reporting, please go to investors.evergy.com/sustainability where you will find links to Evergy’s Sustainability Report, Sustainability Accounting Standards Board Report, Edison Electric Institute (“EEI”) Sustainability Metrics, the CDP (formerly Carbon Disclosure Project) Questionnaire, and the IRP Update. For more information on Evergy’s policies and corporate governance and committee information, please go to: investors.evergy.com/corporate-governance/documents-charters. The contents of the investor relations website, including reports and documents contained therein, are not incorporated into this filing. |
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| Governance Highlights | | | | Topic | | Feature | | Shareholder Empowerment | ✔ | All Board members re-elected annually; no staggered terms | | | ✔ | Majority voting in uncontested elections | | | ✔ | Proxy access | | | ✔ | Shareholder right to call special meeting | | Independence and Corporate Governance Best Practices | ✔ | Lead Independent Director | | | ✔ | Independent Committee Chairs | | | ✔ | Standing executive sessions in Board and Committee meetings | | | ✔ | Annual self-evaluations | | | ✔ | Annual election of directors | | | ✔ | Shared oversight of risk management | | | ✔ | Robust stock ownership requirements - 6x base salary for CEO | | | ✔ | SEC compliant clawback policy and provisions in award agreements | | | ✔ | Whistleblower hotline | | | ✔ | No shareholder rights plan or poison pill | | | ✔ | No short selling, hedging, or pledging allowed by any employee or director | | Sustainable Operations and Greenhouse Gas Emission Reduction | ✔ | Board review of sustainability matters | | | ✔ | CO2e emission goal of net-zero for scope 1 and 2, by 2050, assuming supportive energy policies and regulations and other external enabling factors are in place | | | ✔ | Almost half of power generated from non-CO2 emitting sources in 2025 (compared to 2005 base levels) | | | ✔ | Transparent environmental disclosures | | Political Spending | ✔ | Board review of political spending | | | ✔ | Annual disclosure of political spending | | Cybersecurity | ✔ | Annual cybersecurity training and review of risk mitigation programs | | | ✔ | Board review of cybersecurity matters |
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| Board Refreshment and Succession Planning |
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Evergy’s Board is comprised of 12 directors, each of whom brings valuable experience and insight, along with regional expertise and perspectives, and helps Evergy maximize opportunities for economic development and civic engagement in our service territory as we navigate significant growth and change in the energy sector. Since 2020, eight new directors have filled vacancies on the Board, reflecting Evergy’s commitment to board refreshment while maintaining continuity and governance effectiveness.
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| Board Nominee Metrics |
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Each of our director nominees exhibits practical wisdom, sound judgement, and financial acumen. Based on their breadth of experiences, the nominees are fully aligned with the competencies conducive to enhancing shareholder value. Additional information about our director nominees and their competencies can be found under “Proposal 1 – Election of Directors.”
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| Director Nominees |
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| Director Nominees | Principal Occupation | Age | Director Since | Committee Membership | | | | | | | | | | AC | CLD | FC | NGS | NOC | | David A. Campbell | Chairman, President and Chief Executive Officer, Evergy, Inc. | 57 | 2021 | | | ✔ | | | | B. Anthony Isaac Independent* | Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation | 73 | 2003 | | ✔ | | ✔ | | | Paul M. Keglevic Independent | Former Chief Executive Officer, Energy Future Holdings Corp. | 72 | 2020 | C | | ✔ | | | | Mary L. Landrieu Independent | Senior Policy Advisor, Van Ness Feldman, LLP and Former U.S. Senator for Louisiana | 70 | 2021 | | | | ✔ | ✔ | | Sandra A.J. Lawrence Independent | Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital | 68 | 2004 | | C | | | ✔ | | Ann D. Murtlow Independent | President and Chief Executive Officer, North Sound LLC and Former President and Chief Executive Officer, United Way of Central Indiana | 65 | 2013 | | | | ✔ | C | | Dean A. Newton Independent | President and Chief Executive Officer, Delta Dental of Kansas, Inc. | 55 | 2024 | | ✔ | | | ✔ | | Sandra J. Price Independent | Former Senior Vice President, Human Resources, Sprint Corporation | 67 | 2016 | | ✔ | | C | | | Jonathan D. Rolph Independent | Chief Executive Officer, Thrive Restaurant Group | 46 | 2025 | | | ✔ | | ✔ | | James Scarola Independent | Former Senior Vice President and Chief Nuclear Officer, Duke Energy/Progress Energy, Inc. | 70 | 2022 | ✔ | | | | C | | Neal A. Sharma Independent | Former Chief Executive Officer, Digital Evolution Group | 49 | 2023 | ✔ | | ✔ | | | | C. John Wilder Independent | Executive Chairman, Bluescape Energy Partners, LLC | 68 | 2021 | ✔ | | C | | |
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| * Lead Independent Director |
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| AC | Audit Committee | | CLD | Compensation and Leadership Development Committee | | FC | Finance Committee | | NGS | Nominating, Governance, and Sustainability Committee | | NOC | Nuclear and Operations Committee | | ✔ | Member | | C | Committee Chair or Co-Chair |
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| 2025 Named Executive Officers |
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Our named executive officers (also referred to as “NEO” or “NEOs”) for 2025 are David A. Campbell, W. Bryan Buckler, Charles A. Caisley, Heather A. Humphrey, and Cleveland O. Reasoner III.
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| Executive Compensation Highlights |
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Evergy’s compensation programs are designed to support the 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.” The Compensation and Leadership Development Committee believes our executive compensation program features best-in-class governance practices, such as:
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| ✔ | Alignment between pay and performance | ✔ | Annual risk assessment | | ✔ | Compensation heavily weighted to performance | ✔ | Standard annual equity grant cycle | | ✔ | Regular review of performance against compensation targets and outlook for payouts | ✔ | SEC compliant clawback policy and provisions in award agreements | | ✔ | Independent Committee oversight | ✔ | No employment agreements – all NEOs are employed at will | | ✔ | Standing Committee executive sessions | ✔ | No stock options | | ✔ | Independent compensation consultant | ✔ | No repricing or backdating of stock options | | ✔ | “Double trigger” change-in-control benefits | ✔ | No dividends for unvested awards | | ✔ | Robust stock ownership guidelines | ✔ | No short selling, hedging or pledging | | ✔ | Board review of succession plans | ✔ | No tax “gross-ups” |
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| Voting Matters Roadmap |
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| | Agenda Item | Board Recommendation | Page | | 1: | Elect the nominees named in the proxy statement as directors | FOR each nominee | 11 | | 2: | Approve the 2025 compensation of our named executive officers on an advisory non-binding basis | FOR | 34 | | 3: | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 | FOR | 71 |
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| Proposal 1 | | Election of Directors | | | ☑ | The Board recommends a vote FOR each of the director nominees |
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| Director Nominee Biographies |
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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.
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| | David A. Campbell Chairman of the Board, President and Chief Executive Officer Director Since: 2021 Age: 57 Committee: • Finance | | Executive Experience: David Campbell joined Evergy in January 2021 as President, and Chief Executive Officer. The Board designated Mr. Campbell as Chairman of the Board in May 2024. Under Mr. Campbell’s leadership, Evergy focuses on providing safe, affordable, and reliable electric service to its 1.7 million customers in Kansas and Missouri. The Company’s initiatives and investments target an enhanced customer experience, grid modernization, improved reliability and resiliency, cost competitiveness, and the ongoing transition of the Company’s generation fleet. Mr. Campbell and his team are dedicated to ensuring that Evergy provides a rewarding and professional work environment for employees and engages as a trusted partner in the communities Evergy serves. Mr. Campbell served as Executive Vice President and Chief Financial Officer of Vistra Corp. (NYSE: VST) from June 2019 through December 2020. From 2014 through 2019, he served as Chief Executive Officer of InfraREIT, Inc. (NYSE: HIFR), a real estate investment trust that owned and leased rate-regulated electric transmission assets in Texas. Previously, Mr. Campbell worked at TXU Corp. (NYSE: TXU), and its successor, Energy Future Holdings, in various roles including Chief Executive Officer of Luminant and Chief Financial Officer of TXU Corp. Prior to joining TXU Corp., Mr. Campbell was a partner at McKinsey & Company in Dallas, Texas. In 2026, Mr. Campbell joined the Federal Reserve Bank of Kansas City’s board of directors. Mr. Campbell serves on the board of directors of ESCO Technologies Inc. (NYSE: ESE) and is a member of its audit and finance committee. Mr. Campbell serves on the boards of the Truman Library Institute, Kansas City Area Development Council, the Edison Electric Institute, and Nuclear Electric Insurance Limited. Mr. Campbell is also a member of the Leadership Council of the Yale School of the Environment. Mr. Campbell earned a B.A. from Yale University, M.Phil. from Oxford University, and a J.D. from Harvard Law School. | | | Skills and Qualifications: Mr. Campbell’s qualifications to serve as our director and Chairman of the Board include his substantial leadership, financial and utility industry experience; and his experience serving as a director of a public company. | |
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| | B. Anthony Isaac Lead Independent Director Director Since: 2003 Age: 73 Committees: • Compensation and Leadership Development • Nominating, Governance, and Sustainability | | Executive Experience: Mr. Isaac was Senior Vice President and Head of Select Service Strategy and Development at Hyatt Hotels Corporation, a global hotel management, franchising, ownership and development company based in Chicago, Illinois with properties worldwide (2011-2015). He served as President of LodgeWorks, a Wichita, Kansas-based hotel management and development company (2000-2011). Before helping found LodgeWorks, Mr. Isaac served as President of the All-Suites Division of Wyndham Hotels and Resorts, an international hotel and resort chain based in Parsippany, New Jersey. He held the position of President of Summerfield Hotel Corp. prior to Summerfield’s merger with Patriot American Hospitality/Wyndham International. Mr. Isaac served on the board of directors of CorePoint Lodging (NYSE: CPLG), a real estate investment trust focused on the hotel industry based in Irving, Texas (2018-2022), where he served as chair of the nominating and corporate governance committee and a member of the capital committee. Mr. Isaac earned a B.S. in civil engineering from the Massachusetts Institute of Technology and a M.B.A. from Harvard University. | | | Skills and Qualifications: Mr. Isaac’s qualifications to serve as our director include his extensive leadership experience both as the chief executive officer of a privately-held company and as an executive with other large companies in the hotel industry, and his substantial experience with strategic planning and financial matters. He also has experience as a director of a public company and with corporate governance matters. | |
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| | Paul M. Keglevic Independent Director Since: 2020 Age: 72 Committees: • Audit (Chair) • Finance | | Executive Experience: Mr. Keglevic has over 40 years of experience with public companies across several industry sectors, including utilities, telecommunications, transportation, retail, and real estate. Mr. Keglevic served as Chief Executive Officer (2016-2018) and Executive Vice President, Chief Financial Officer and Chief Risk Officer (2008-2016) of Energy Future Holdings, the majority owner of a regulated transmission and distribution business. Prior to that, Mr. Keglevic served as an audit partner at PricewaterhouseCoopers LLP (PwC) (2002-2008), where he was the U.S. utility sector leader for six years. Prior to PwC, Mr. Keglevic led the utilities practice for Arthur Andersen LLP, where he was a partner for 15 years. | | | Mr. Keglevic currently serves on the board of directors of QVC, Inc., a wholly-owned subsidiary of QVC Group, Inc. (Nasdaq: QVCGA) (2025), a video and online retail commerce company operating primarily in North America, Europe, and Asia. He also currently serves on the board of directors of a non-public subsidiary of Telesat (Nasdaq: TSAT) (2025), a Canadian based satellite communications company located in Ottawa, Canada. | | | Mr. Keglevic previously served on the board of directors of Frontier Communications Corporation (Nasdaq: FTR) (2019-2021), a national telecommunications company located in Norwalk, Connecticut, where he served on the finance committee and audit committee. He also served on the board of directors of Bonanza Creek Energy, Inc. (NYSE: BCEI) (2017-2021), an oil and gas company located in Denver, Colorado, where he served as chair of the audit committee and also served as chair of the nominating and corporate governance committee. In addition, he served on the boards of directors of Ascena Retail Group, Inc. (Nasdaq: ASNA) (2019-2021), Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (2019), PetSmart, Inc. (Nasdaq: PETM), Stellus Capital Management, LLC (NYSE: SCM) (2014), Cobalt International Energy, Inc., Philadelphia Energy Solutions, Inc., Energy Future Holdings Corporation and several of its subsidiaries, WeWork Inc (NYSE: WE) (2023-2024), where he served as chairman, chair of the compensation committee and as a member of the nominating and corporate governance committee, Rite Aid Corporation (OTC: RADCQ) (2023-2024), where he served as chair of the audit committee, and Tupperware Brands Corporation (NYSE: TUP) (2023-2025), where he served as a member of the audit and finance and transformation committees. Mr. Keglevic has also served as a member of the board of directors of the Dallas and State of California Chambers of Commerce and several other charitable and advisory boards. | | | Mr. Keglevic was named a board leadership fellow and is a certified director of the National Association of Corporate Directors (“NACD”). In 2025, he earned a computer emergency response team (“CERT”) Certificate in Cybersecurity Oversight issued by the NACD and the Software Engineering Institute at Carnegie Mellon University. Mr. Keglevic earned a B.S. in accounting from Northern Illinois University and is a certified public accountant. | | | Skills and Qualifications: Mr. Keglevic’s qualifications to serve as our director include his extensive experience with public companies, finance, accounting, regulatory issues, transactional and merger and acquisition activities and governance matters. | |
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| | Senator Mary L. Landrieu Independent Director Since: 2021 Age: 70 Committees: • Nominating, Governance, and Sustainability • Nuclear and Operations | | Executive Experience: Senator Landrieu is a senior policy advisor at Van Ness Feldman, LLP, a Washington D.C.-based law firm that focuses on environmental, energy policy and federal regulatory work (since 2015). She previously served on the board of directors of Tyler Technologies (NYSE: TYL) (2015-2024), a technology solution provider. Previously, she served as a United States Senator (1996-2014), where she chaired the Senate Committee on Energy and Natural Resources, served on the Senate Committee on Appropriations, chaired the Subcommittees on Homeland Security, Financial Services, General Government, and the District of Columbia, and chaired the Senate Committee on Small Business and Entrepreneurship. In her work on Homeland Security, Senator Landrieu led the disaster recovery efforts after Hurricane Katrina and the Gulf restoration efforts after the BP oil spill. She also was elected as Louisiana treasurer (1987-1995), and served as a member of the Louisiana legislature (1979-1987). Senator Landrieu currently serves on the board of trustees or board of directors of several national organizations supporting sustainable resource management and promoting education and children’s welfare. Senator Landrieu earned a B.A. degree from Louisiana State University. | | | Skills and Qualifications: Senator Landrieu’s qualifications to serve as our director include her extensive experience with federal and state regulation and compliance, community and political relations, strategy development, customer experience, alignment of company culture and compensation and leadership development and finance. | |
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| | Sandra A.J. Lawrence Independent Director Since: 2004 Age: 68 Committees: • Compensation and Leadership Development (Chair) • Nuclear and Operations | | Executive Experience: Ms. Lawrence was the Executive Vice President and Chief Administrative Officer (2016-2019) and Executive Vice President and Chief Financial Officer (2005-2016) of Children’s Mercy Hospital, a comprehensive pediatric medical center in Kansas City, Missouri. Previously, she was the Chief Financial Officer (2005) and Senior Vice President and Treasurer (2004-2005) of Midwest Research Institute (now MRIGlobal), an independent, non-profit, contract research organization located in Kansas City, Missouri. Prior to that Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, financial services, packaging distribution and medical research industries. She currently serves as a trustee of the Nomura (formerly Macquarie) Trust fund complex; as a director and audit committee chair of Brixmor Property Group, Inc. (NYSE: BRX), and as a director and as audit committee chair at Sera Prognostics Inc. (Nasdaq: SERA). Previously, she served on the board of directors and as audit committee chair of American Shared Hospital Services (NYSE American: AMS), a provider of radiosurgical and radiation therapy equipment based in San Francisco, California. She sits on the national board of the NACD, is past chair of the board of directors of the Heartland Chapter of the NACD, was named to the NACD Directorship 100, and as an NACD board leadership fellow, and serves on the boards of directors of various charitable, non-profit and civic organizations, including the Hall (Hallmark) Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence earned a B.A. in psychology from Vassar College, a M. Arch. from the Massachusetts Institute of Technology and a M.B.A. from Harvard Business School. | | | Skills and Qualifications: Ms. Lawrence’s qualifications to serve as our director include her substantial financial expertise; her extensive service as a director in a diverse range of organizations and industries; her experience as a public company director, public company audit, compensation, and governance chair; her private company experience as board and risk chair; and her leadership in the area of corporate governance. Ms. Lawrence also has extensive knowledge of the Kansas City metropolitan area and Topeka, Kansas, two of our largest service territories. | |
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| | Ann D. Murtlow Independent Director Since: 2013 Age: 65 Committees: • Nominating, Governance, and Sustainability • Nuclear and Operations (Co-Chair) | | Executive Experience: Ms. Murtlow is currently a principal in North Sound LLC, through which she offers consulting services. From 2013 to 2022, she was a member of the board of directors, President and Chief Executive Officer of the United Way of Central Indiana, a non-profit community impact organization focused on poverty alleviation. Previously, she spent 24 years with AES Corporation (NYSE: AES), a holding company for electric utilities located in Arlington, Virginia, and served for over 12 years in various senior leadership and officer roles including Vice President and Group Manager of AES Corp. and President, Chief Executive Officer and Director of Indianapolis Power & Light Company, an integrated electric utility, and its parent company, IPALCO Enterprises, both located in Indianapolis, Indiana. Since 2013, Ms. Murtlow has served on the board of directors of Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturing company in Lafayette, Indiana, where she chairs the nominating and corporate governance committee and serves on the compensation committee. She also serves on the board of directors of US Water Systems LLC which owns Central States Water Resources, a water and wastewater company. She previously served on the board of directors of First Internet Bancorp and its subsidiary, First Internet Bank, a financial institution in Fishers, Indiana (2013-2020), and on the boards of directors of the Federal Reserve Bank of Chicago, Herff Jones LLC, a manufacturer of educational recognition and achievement products and motivational materials located in Indianapolis, Indiana, and AEGIS Insurance Services, Inc., a mutual insurance company in East Rutherford, New Jersey. Ms. Murtlow is a Board Leadership Fellow and Certified Director by the NACD. Ms. Murtlow earned a B.S. in chemical engineering from Lehigh University. | | | Skills and Qualifications: Ms. Murtlow’s qualifications to serve as our director include her extensive and varied senior management leadership experience and accomplishments and deep insight and knowledge about the operations and challenges of a vertically integrated, regulated electric utility with nuclear generation. | |
PROXY STATEMENT
| | Dean A. Newton Independent Director Since: 2024 Age: 55 Committees: • Compensation and Leadership Development • Nuclear and Operations | | Executive Experience: Mr. Newton has served as the President and Chief Executive Officer of Delta Dental of Kansas, Inc. (“Delta Dental”), a nonprofit dental insurance corporation, since 2020. Prior to his current role, Mr. Newton served as a Managing Director of Delta Dental from 2014 to 2020, and various other leadership positions at Delta Dental prior thereto, including the Chief Marketing and Sales Officer. Mr. Newton also serves as the chair of the board of directors and the President and Chief Executive Officer of Surency Life & Health Insurance Company (“Surency”), a private subsidiary of Delta Dental, since 2020, and various other leadership positions at Surency prior thereto. Mr. Newton also serves on several non-profit boards, including the Kansas Chamber of Commerce. Mr. Newton previously served on the board of directors of CommunityAmerica Credit Union from 2015 to 2023 (including Board Chair 2017-2021), and served in the Kansas House of Representatives from 2000 to 2005. Mr. Newton earned a B.A. from the University of Kansas in 1993 and a J.D. from the New York University School of Law in 1996. | | | Skills and Qualifications: Mr. Newton’s qualifications to serve as our director include his management and leadership experience, his substantial financial and legal expertise, and his extensive experience in marketing, employee engagement, and innovation. | |
PROXY STATEMENT
| | Sandra J. Price Independent Director Since: 2016 Age: 67 Committees: • Compensation and Leadership Development • Nominating, Governance, and Sustainability (Chair) | | Executive Experience: Ms. Price is lead director at CRB Group, Inc., a privately-owned company based in Kansas City, Missouri, that provides global engineering, architecture, construction, and consulting solutions to the life sciences and other advanced technology industries. Ms. Price previously served on the board of directors of the US Infrastructure Company (USIC) (2020-2025), a private-equity owned company that provides locating services for underground utilities based in Indianapolis, Indiana. She was named to the 2021 National Association of Corporate Directors Directorship 100. Ms. Price is the former Senior Vice President, Human Resources of Sprint Corporation (2006-2016), a global telecommunications company headquartered in Overland Park, Kansas prior to its acquisition by T-Mobile. She served in a number of other executive roles at Sprint from 1993-2006. Prior to Sprint, she was a principal in the Blue Valley School District, Overland Park, Kansas, and in the Jenks Public School District, Tulsa, Oklahoma. Ms. Price is actively engaged in the civic and philanthropic community. She currently serves on the Greater Kansas City Community Foundation board of directors (since 2023). Ms. Price earned a B.A. in special education from Oral Roberts University and a M.A. in education and administration from the University of Tulsa. | | | Skills and Qualifications: Ms. Price’s qualifications to serve as our director include her diverse senior management and leadership experience, her deep understanding of human resources and talent development, her governance acumen, and her knowledge of our Kansas City service territory. | |
PROXY STATEMENT
| | Jonathan D. Rolph Independent Director Since: 2025 Age: 46 Committees: • Finance • Nuclear and Operations | | Executive Experience: Mr. Rolph currently serves as the Chief Executive Officer of Thrive Restaurant Group (“Thrive”), which owns and operates over 200 restaurants. Prior to his current role, Mr. Rolph held various other leadership positions at Thrive and its predecessors since joining the company in 2002, including Chief Operating Officer, and Vice President of Marketing and Administration. Mr. Rolph serves on the board of directors of INTRUST Bank, N.A., Centralized Supply Chain Services and Applebee’s Franchise Business Council, and the Greater Wichita Partnership. He has also served on various non-profit boards including United Way of the Plains and the Kansas Board of Regents. Mr. Rolph earned a B.A. from Baylor University in 2001. | | | Skills and Qualifications: Mr. Rolph’s qualifications to serve as our director include his management and leadership experience, his substantial community and civic involvement in the region, and his extensive experience in supply-chain management and customer engagement. | |
PROXY STATEMENT
| | James Scarola Independent Director Since: 2022 Age: 70 Committees: • Audit • Nuclear and Operations (Co-Chair) | | Executive Experience: Mr. Scarola is an independent nuclear oversight consultant (since 2015), and previously served as the Nuclear Industry Fukushima Steering Committee Chairman (2012-2014), where he established and coordinated the strategic direction for the U.S. Industry in response to the Fukushima nuclear accident. He served as Senior Vice President and Chief Nuclear Officer (2008-2012) at Progress Energy, Inc. (prior to their merger with Duke Energy (NYSE: DUK) in 2012), and as Site Vice President of Progress’ Brunswick Nuclear Plant (2005-2008) and of their Harris Nuclear Plant (1998-2005). He also served in leadership roles at Florida Power & Light’s St. Lucie Nuclear Plant (1980-1998). Mr. Scarola provides consulting services related to the nuclear industry, monitors and assesses nuclear operations and provides counsel to chief nuclear officers and boards of directors. He has also served on the board of directors of Wolf Creek, Evergy’s nuclear generating plant, since 2022. He is a certified Pressurized Water Reactors Senior Reactor Operator and Institute of Nuclear Power Operations Senior Nuclear Plant Manager. Mr. Scarola earned a B.S. in electrical engineering from the University of Notre Dame, a M.B.A. from the Florida Institute of Technology and completed the Executive Management Program at Darden Business School at the University of Virginia. | | | Skills and Qualifications: Mr. Scarola’s qualifications to serve as our director include his vast nuclear industry leadership experience and his extensive experience in all aspects of nuclear operations, including engineering, oversight, fiscal control, labor relations, strategic planning, project management, and maintenance. | |
PROXY STATEMENT
| | Neal A. Sharma Independent Director Since: 2023 Age: 49 Committees: • Audit • Finance | | Executive Experience: Mr. Sharma co-founded Digital Evolution Group (“DEG”), a full-service digital marketing and commerce agency that was sold in 2018. From 2018 until 2022, he continued to serve as Chief Executive Officer of DEG, now part of global agency holding company, Dentsu Group, Inc. Mr. Sharma later served as President, Dentsu Shop for four years in a solutions-oriented senior advisory role, serves on two boards of privately held firms, and also serves in an advisory capacity to startup companies in which he invests, as well as several non-profit boards, including MRI Global, KC2026, and the Truman Library Institute. Mr. Sharma earned a B.A. from American University in 1998 and a M.B.A. degree from the University of Kansas in 2001. | | | Skills and Qualifications: Mr. Sharma’s qualifications to serve as our director include his management and leadership experience, his substantial financial and accounting expertise, and his extensive experience in community and political relations, risk management, and customer experience. | |
PROXY STATEMENT
| | C. John Wilder Independent Director Since: 2021 Age: 68 Committees: • Audit • Finance (Chair) | | Executive Experience: Mr. Wilder is the Executive Chairman of Bluescape Energy Partners, LLC (“Bluescape”), founded in 2007 as an alternative investment firm that leverages its private capital, global network, and deep domain expertise to deliver differentiated long-term investment performance in the energy and utility sectors. He has served on the boards of many private and public companies, including Bluescape Opportunities Acquisition Corporation (NYSE: BOAC), NRG Energy, Inc. (NYSE: NRG) and TXU Corp. and Exco Resources, Inc., and in executive officer roles at TXU Corp., Entergy Corp. (NYSE: ETR), and Royal Dutch/Shell Group. Mr. Wilder began working in the energy business in Texas over 40 years ago with the Royal Dutch/Shell Group, where he rose to the position of Chief Executive Officer of Shell Capital in London. Mr. Wilder’s vision and execution spearheaded the industry’s three most successful financial and operational turnarounds at NRG (Board of Directors, 2017-2018), TXU Corp. (Board Chairman and Chief Executive Officer, 2004-2007) and Entergy (Chief Financial Officer, 1998-2004) moving struggling companies from the bottom quartile to the top quartile across a variety of performance dimensions. During Mr. Wilder’s leadership, TXU Corp. delivered 65% annualized shareholder returns and ranked 5th best among the S&P 500. For his achievements at TXU Corp., the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010, and 74th among 3,143 CEOs from publicly traded companies in 50+ countries in 2013. No other United States power company executive was honored in either of these rankings. In addition, Mr. Wilder was named to Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector in multiple years by Institutional Investor. Mr. Wilder serves on the advisory boards of the McCombs School of Business at the University of Texas at Austin and the A.B. Freeman School of Business at Tulane University. He is a former advisory board member of the Global Energy Management Institute, University of Houston, and the Energy Management and Innovation Center, University of Texas. Mr. Wilder is also past chairman of the Board of Trustees of Texas Health Resources and is a past member of the National Petroleum Council, a U.S. Secretary of Energy appointment. Mr. Wilder earned a B.S. in business administration from Southeast Missouri State University, where he graduated magna cum laude and received the university’s Distinguished Alumni Award. He earned a M.B.A. from the University of Texas. | | | Skills and Qualifications: Mr. Wilder’s qualifications to serve as our director include his long-term and extensive leadership experience in the energy industry. He also provides deep insight and expertise on financial, transactional, regulatory and operations matters facing the Company. | |
PROXY STATEMENT
| Director Nominating Process and Qualifications |
PROXY STATEMENT
The 12 nominees for director were 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 12 nominees.
Director Nominating Process
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 2027 annual meeting?” on page 79.
Director Nominee Qualifications
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 and experience, 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 sustainability. Listed below are summaries of the core competencies that describe the specific qualifications the Nominating, Governance, and Sustainability Committee and the Board believe should be represented on the Board:
Director Nominee Qualifications
| • | Strategy Development - The utility industry is subject to extensive and dynamic regulation and operates in a complex and evolving technological and customer-centric environment. It is imperative that the Company actively engages in the setting and advancement of corporate strategy to generate and sustain long-term shareholder value. The Company’s directors should understand the complexities of the business, the factors driving growth opportunities, such as the development of renewable generation, the further electrification of the economy, and the evolution of customer preferences for energy services and solutions, and the major risks and vulnerabilities to |
Director Nominee Qualifications
effectively direct, oversee and monitor management’s actions to identify, measure, prioritize and respond to strategic opportunities and mitigate vulnerabilities. It is imperative that directors appreciate that technology, supply options, public policy and customer expectations are dramatically impacting conventional utility models. Long-term sustainability requires a capacity for rapid learning and intelligent adaptation.
Director Nominee Qualifications
| • | Federal and State Regulation and Compliance - The utility business has stringent compliance and regulatory requirements mandated by numerous federal and state agencies including the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Environmental Protection Agency, the Occupational Safety and Health Administration, the Nuclear Regulatory Commission, the Missouri and Kansas utility commissions and many other federal and state agencies. The pervasive regulatory environment in which the Company operates adds significant complexity to strategy development and execution, operations, risk management and compliance oversight. In addition, it is important for the Company to champion ethical practices for the Board and management to set an example that ensures regulatory and compliance requirements are met and the highest ethical standards are set as a goal for Company employees. |
Director Nominee Qualifications
| • | Alignment of Company Culture and Compensation and Leadership Development - A company is only as strong as its employees. The Company must attract, retain and develop a strong, diverse team of people to create long-term shareholder and customer value. The Company’s culture and its compensation and leadership development programs are fundamental to achieving this goal. In order to build a strong positive corporate culture, the Company must foster an inclusive and equitable culture that embraces and reflects the diversity of the communities and customers that it serves. Employees need to care about the Company’s mission, vision and values and continuously strive to improve Company and individual performance, which will drive increased shareholder and customer value. A key component of building great culture is linking the financial success of the Company to individual employee efforts through recognition and comprehensive and competitive compensation plans. |
Director Nominee Qualifications
| • | Accounting, Finance and Investment Management - Sound financial results and access to adequate capital are critical for success and a key indicator of performance. This is especially important for capital-intensive organizations like Evergy. The Company also is subject to extensive Securities and Exchange Commission internal control and financial reporting requirements. The Board and its committees are responsible for monitoring and overseeing the Company’s capital investment decisions, liquidity needs, operating budgets, internal and external audits, financing plans and ongoing financial performance and reporting. Relevant director experience, qualifications, attributes and skills in this area include, among others, the ability to read and understand financial statements of equal or greater complexity as those of the Company, a working knowledge of GAAP, the ability to assess the general application of those principles in connection with the Company’s accounting for estimates, accruals and reserves, the understanding of internal controls and procedures for financial reporting, broad experience related to capital structure, credit and financing matters including experience accessing debt and equity capital, monitoring cash management activities and building rating agency relationships, and experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable with those of the Company, or experience actively supervising those engaged in such activities. |
Director Nominee Qualifications
| • | Risk Management - A comprehensive risk management program is integral to an organization’s ability to achieve its business and financial objectives. Through their risk oversight role, Board members oversee that the risk management policies and procedures designed and implemented by the Company are consistent with the Company’s strategy and risk appetite, and that necessary steps are taken to foster an enterprise-wide culture that supports appropriate risk awareness, behaviors and judgments about risk. There are numerous risks that must be evaluated and managed in the Company’s business, including risks related to nuclear operations, cybersecurity, artificial intelligence, the impact of climate change on the Company’s operations and transitioning the Company’s generation resources toward renewable energy and storage. Technological advances have been accompanied by a rapidly growing threat of cyberattack and cyberterrorism, including threats to the nation’s critical utility infrastructure. Board oversight of the Company’s cyber program is critical to the program’s success and the Company’s cyber resilience through the assessment of the enterprise’s ability to anticipate, withstand, recover from and evolve to improve capabilities in the face of adverse conditions, stresses or attacks. |
Director Nominee Qualifications
| • | Operational Oversight - Strong utility operations are technologically complex and, in many areas, require a very specific industry skill set. Utility companies are increasingly installing integrated communications to support real-time control and information and data exchange in order to optimize system reliability, asset utilization and security. The Board is responsible for monitoring and overseeing Company operations, including customer service, transmission, distribution and generation (including the Company’s nuclear generation facility) to ensure the safe, |
Director Nominee Qualifications
reliable and secure generation and delivery of electricity to customers and the region, which is essential to the creation of long-term shareholder and customer value. In addition, the Board focuses special oversight on strategic initiatives taken in response to rapidly changing market and technology opportunities.
Director Nominee Qualifications
| • | Customer Experience - Ensuring a satisfied experience by the customer is one of the most critical areas for the Company’s future success. As the industry continues to advance, the ability to offer products and/or services that are unique and valuable to the customer will continue to evolve. To achieve a sustainable competitive advantage, the Company will need to understand customer preferences and offer customers optionality that provides more control over energy use and sustainable energy options. |
Director Nominee Qualifications
| • | Community and Political Relations - The Company has a long track record of community, political and regulatory involvement. The alignment and interdependence between these three groups is critical to the Company’s continued success. Strong communities are foundational to the growth and sustainability of the Company’s service territory and thus the sustainability of long-term shareholder and customer value. |
Director Nominee Qualifications
| • | Sustainability, Environmental, Social and Governance - The Company is committed to delivering safe, reliable, affordable and sustainable energy to customers while employing a diverse workforce, being a great place to work for employees and supporting the communities the Company serves. For years, sustainability has been at the forefront of Company activities. The Company regularly reviews corporate governance practices to ensure that the proper governance structure exists to help guide execution of Company strategy, and has worked diligently to reduce emissions, invested capital toward renewable generation and made significant strides toward creating a workforce of the future that is diverse, inclusive and equitable. |
Director Nominee Qualifications
Each director nominee provided a self-evaluation against these core competencies, and the Nominating, Governance, and Sustainability Committee evaluated the skill level of each director nominee in making nominations. The matrix below summarizes the core competencies identified by the director nominee in his or her self-assessment using a checkmark to indicate a high level of director experience, qualifications, attributes and skills. Relevant experience includes, among other things: senior management or board experience, and academic, research, regulatory or consulting expertise in the relevant areas. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board. Not having a checkmark does not mean the director does not possess or have experience with that qualification or skill. Each of our directors has demonstrated business acumen, strategic insight, an ability to exercise sound judgment and a commitment to service and community involvement and we value their experience and the diversity that they bring to our Board. Please see the respective director nominees’ biographies for a detailed description of each director’s background, qualifications, and relevant experience.
Communicating with the Board
| Director Compensation |
Non-Employee Director Compensation
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 2025. Based on Meridian’s benchmarking, the Nominating, Governance, and Sustainability Committee elected to increase the following components of non-employee director compensation effective May 7, 2025: annual base cash retainer from $115,000 to $120,000 (annual amount, paid quarterly) and annual equity retainer from $155,000 to $160,000. Mr. Campbell, in his role as Chair and CEO, is an officer of the Company and does not receive compensation for his service on the Board. Mr. Campbell’s compensation as an executive is shown in the “Summary Compensation Table” herein. For the amounts each non-employee director received in 2025, please refer to the table in section “2025 Non-Employee Director Compensation” below.
2025 Director Retainer Structure
| Non-Employee Director Compensation Description of Category | | | Annual Cash Retainers – Paid Quarterly(1) | | | Annual Base (All Directors) | $120,000 | | Leadership Fees | | | Lead Independent Director | $30,000 | | Committee Chair Fees | | | Audit | $20,000 | | Compensation and Leadership Development | $20,000 | | Finance | $20,000 | | Nominating, Governance, and Sustainability | $20,000 | | Nuclear and Operations | $20,000 | | Equity Retainers – Paid Annually | | | Evergy Common Stock (All Directors)(2) | $160,000 |
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The following table outlines all compensation paid to our non-employee directors in 2025. We have omitted the columns titled “Option Awards” and “Non-Equity Incentive Plan Compensation” because our non-employee directors did not receive such compensation in 2025.
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
| Current Directors | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | B. Anthony Isaac | 148,256 | 160,938 | 459 | 5,000 | 314,653 | | Paul M. Keglevic | 138,256 | 160,938 | 214 | 0 | 299,408 | | Mary L. Landrieu | 118,256 | 160,938 | 0 | 0 | 279,194 | | Sandra A.J. Lawrence | 138,256 | 160,938 | 9,621 | 5,000 | 313,815 | | Ann D. Murtlow | 138,256 | 160,938 | 0 | 0 | 299,194 | | Dean A. Newton | 118,256 | 160,938 | 0 | 0 | 279,194 | | Sandra J. Price | 138,256 | 160,938 | 0 | 5,000 | 304,194 | | Jonathan D. Rolph | 118,256 | 160,938 | 0 | 5,000 | 284,197 | | James Scarola | 138,256 | 160,938 | 0 | 0 | 299,194 | | Neal A. Sharma | 118,256 | 160,938 | 0 | 0 | 279,194 | | C. John Wilder | 138,256 | 160,938 | 0 | 0 | 299,194 |
2025 Non-Employee Director Compensation
| (1) The amount represents cash retainers for service on the Board and its committees, including chair and lead independent director retainers. As discussed in “Election to Defer Compensation” below, directors may elect to (i) convert all or part of their cash retainers into DSUs (as defined below), or (ii) defer receipt of all or part of their cash retainer. |
2025 Non-Employee Director Compensation
| (2) The amount shown is the aggregate grant date fair value of equity granted in 2025 computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See note 10 to the consolidated financial statements included in our 2025 Annual Report for a discussion of the assumptions used in calculating these amounts. The amounts reflect the value of equity retainers issued by the Company in 2025, and, as discussed in “Election to Defer Compensation” below, may have been deferred by the director for receipt in a subsequent year. |
2025 Non-Employee Director Compensation
| (3) The amounts shown represent the above-market earnings during 2025 on nonqualified deferred compensation. |
2025 Non-Employee Director Compensation
| (4) The amounts shown reflect matches by the Company for qualifying charitable contributions made by the directors. No director received any additional perquisites or other personal benefits, or property, totaling greater than $10,000. |
Compensation Philosophy and Objectives
| • | Attract and Retain Highly Qualified Executives. Attract and retain highly qualified executive officers using a competitive pay package, with target total compensation positioned around the market median and opportunities to earn higher levels of total compensation through performance-based incentives. |
Compensation Philosophy and Objectives
| • | Pay for Performance. A majority of executive officer compensation is “at-risk” and granted in the form of short-term and long-term incentives. This approach ties executive compensation to the achievement of key financial and operational objectives and creates a strong link between executive officers’ pay and Evergy’s performance. |
Compensation Philosophy and Objectives
| • | Reward Long-Term Growth and Sustained Profitability. Align the economic interests of executive officers with those of our shareholders by delivering a significant portion of total compensation in the form of equity-based compensation with long-term vesting that rewards growth and sustained profitability and the creation of shareholder value. |
Independent Compensation Consultant
Independent Compensation Consultant For 2025, the Compensation and Leadership Development Committee retained Meridian to provide advice with respect to our executive compensation program. At the Committee’s request, Meridian provided advice regarding the Company’s executive compensation and benefit programs, advised on potential peer companies, analyzed base salaries and variable pay relative to market data and peer companies, advised on compensation practices of peer companies and performed other activities related to executive compensation as requested by the Committee. Meridian neither determined, nor recommended, the amount of any executive’s compensation. The Committee retains the sole authority to select, retain, direct, or dismiss any executive compensation consultant engaged by the Committee. In addition, annually, the Committee reviews the performance of any compensation consultant engaged by the Committee and confirms that any such consultant remains independent and free from conflicts of interest that would prevent the consultant from independently representing the Committee.
Role of Peer Group
Role of Peer Group The Committee evaluates the Company’s compensation program against peer companies because the Committee believes that peer companies represent the types of companies with which Evergy competes for executive-level talent and capital and that have similar businesses as Evergy. To select the peer companies, the Committee identifies companies with a size and business mix similar to the Company and then assesses those potential peer companies by annual revenues, market value and percentage of total revenues from regulated electric operations, among other factors. The Committee used the following peer group in connection with 2025 compensation decisions, which underwent minor changes to better align the group with Evergy’s size and provide a more-balanced group of large and small companies.
Role of Peer Group
| Alliant Energy Corporation | CenterPoint Energy, Inc. | Eversource Energy | Portland General Electric Company | | Ameren Corporation | CMS Energy Corporation | NiSource Inc. | PPL Corporation | | Atmos Energy Corporation | DTE Energy Company | OGE Energy Corp. | TXNM Energy, Inc. | | Black Hills Corporation | Entergy Corporation | Pinnacle West Capital Corporation | WEC Energy Group, Inc. |
Cash Compensation
Annual Incentive Plan Our AIP is a “short-term incentive plan” and is based upon a mix of financial and operational metrics that the Committee believes drive the creation of shareholder value, customer satisfaction, and the maintenance of a safe working environment. Because of their extensive knowledge of the Company and its operations, management recommends objectives in the AIP to the Committee. The Committee reviews management’s recommendations and provides input and feedback, as appropriate, and final recommendations are reviewed and approved by the Committee. As part of the review, the Committee analyzes risks associated with the AIP. In establishing final objectives and targets, the Committee seeks to ensure that:
Cash Compensation
The 2025 AIP provided for financial, safety, operational and customer experience objectives. Financial objectives had a weighting of 65%, safety objectives had a weighting of 12.5%, operations objectives had a weighting of 15%, and customer experience objectives had a weighting of 7.5%. The AIP provides for 100% payout for target performance for each objective, 50% for threshold performance, 150% for stretch performance, and 200% for maximum or superior performance. Performance that falls between stated performance levels is interpolated on a linear basis. Objective performance achievement that is less than threshold achievement results in a zero payment for that objective. Additional information and results for the 2025 AIP are described below (totals may not sum due to rounding).
Cash Compensation
| Objective | Measure | Incremental Weight % | Weight % | Threshold 50% | Target 100% | Stretch 150% | Superior 200% | Actual Result | Weighted Payout | | 1. Financial | Adjusted EPS for Incentive Compensation | | 42.5% | $3.82 | $4.02 | $4.17 | $4.32 | $3.84 | 23.4% | | | Adjusted NFOM (Non-Fuel Operating and Maintenance) Expense for Incentive Compensation | | 22.5% | $996.1 | $960.1 | $936.1 | $912.1 | $963.9 | 21.3% | | 2. Safety | DART (Days Away, Restricted, or Transferred Rate) | 6.25% | 12.5% | 1.00 | 0.80 | 0.60 | 0.40 | 0.47 | 11.4% | | | PVAR (Preventable Vehicle Accident Rate) | 3.125% | | 1.22 | 1.11 | 1.00 | 0.90 | 1.51 | 0.0% | | | Percent of Potential Severe Injury or Fatality (PSIF) Incidents Investigated with Plans on Track | 3.125% | | 90% | 100% | N/A | N/A | 100% | 3.1% | | | | | | Safety payout reduced by 50% of performance in the event of a fatality. | | | | | | | 3. Operations | SAIDI (System Average Interruption Duration Index) | | 7.5% | 106 | 98 | 94 | 90 | 87 | 15.0% | | | Seasonal Equivalent Forced Outage Rate (EFOR’d) | | | | | | | | | | | -Summer (June 1 – September 30) | | 7.5% | 10.6% | 8.6% | 6.6% | 5.6% | 6.3% | 6.2% | | | -Winter (January 1 – March 31, December 1 – December 31) | | | 14.6% | 12.6% | 10.6% | 9.6% | 10.3% | 6.2% | | 4. Customer Experience | Customer Experience Surveys (Call Center, IVA, and Website) | 3.750% | 7.5% | 3.68 | 3.78 | 3.83 | 3.88 | 3.71 | 2.4% | | | Business Customer Satisfaction Surveys (Top Three Box Score) | 3.750% | | 90.0% | 92.9% | 94.4% | 95.8% | 95.0% | 6.4% | | | Weighted Achievement % | | 100.0% | | | | | | 95.5% |
Cash Compensation
Overview of Changes for 2025 from 2024. For 2025, the Committee approved several changes to the AIP scorecard. Those changes included removing System Average Interruption Frequency Index (SAIFI) from the Operations metrics since SAIFI results are captured in the System Average Interruption Duration Index (SAIDI) measure. Unplanned Commercial Availability was replaced with winter and summer Equivalent Forced Outage Rate (EFOR’d). EFOR’d better aligns with how the Southwest Power Pool (“SPP”) is measuring performance-based capacity accreditation and reflects the importance of capacity in the context of higher SPP reserve margin requirements, growing demand, and new generation capital investments. The “Customer Experience” measures were also modified to remove the J.D. Power Residential Customer Satisfaction due to a change in scoring methodology, and to adjust the Call Center Surveys to Customer Experience Surveys, which target all three customer contact channels – the call centers, intelligent virtual assistant, and the Company’s website. Lastly, the Diversity, Equity, and Inclusion modifier was removed. Each of the elements of the 2025 AIP scorecard are discussed below. Financial Metric 1: Adjusted EPS for Incentive Compensation. This metric remained consistent from 2024 to 2025, ensuring alignment with executives’ interests and shareholder interests. The goals established for 2025 were calculated based on the mid-point of the Company’s publicly-disclosed earnings guidance. Threshold was set $0.20 per share below target, target was set at a level that equated to the mid-point of the range and superior was set $0.30 per share above target, with stretch being set at the mid-point between target and superior. Adjusted EPS for incentive compensation in 2025 was $3.84, resulting in a weighted payout of 23.4% of the target bonus for this metric. Adjusted EPS for incentive compensation is a financial measure that is not calculated in accordance with GAAP. “Adjusted EPS for incentive compensation” is calculated as EPS attributable to Evergy without (1) losses from investments in early-stage clean energy and energy solution companies, (2) short-term incentive compensation expense above or below the amount of budget, and (3) the tax benefits attributable to these items. See Appendix B to this proxy statement for a reconciliation of this measure to EPS attributable to Evergy, the most directly comparable measure computed in accordance with GAAP. Our calculation of Adjusted EPS for purposes of determining executive compensation may differ from similarly titled financial measures that we publicly disclose. Financial Metric 2: Adjusted NFOM Expense for Incentive Compensation. Non-fuel operating and maintenance (“NFOM”) expense impacts the Company’s financial results and minimizing NFOM expenses are a key component of the Company business strategy. The Company’s primary subsidiaries are fully-integrated, regulated electric utilities, and prices are generally set by regulators. The Company’s regulators generally allow the Company to recover in rates, prudently-incurred costs to provide utility service, plus a reasonable return on invested capital. Accordingly, NFOM expenses, which are manageable, impact the Company’s financial results, and the Company’s business plan seeks to operate efficiently. Considering the importance of effectively managing NFOM on Evergy’s overall financial performance, the Company weighted this metric as 22.5% of the AIP for 2025. “Adjusted non-fuel operating and maintenance expense for incentive compensation” is a financial measure that is not calculated in accordance with GAAP. Adjusted non-fuel operating and maintenance expense for incentive compensation, as used by the Company, is calculated as operating and maintenance expense less (1) energy efficiency program expenses above budget, and (2) short-term incentive compensation expenses. The target amount of adjusted NFOM expense for incentive compensation as defined above, was set at the 2025 budget. Actual adjusted NFOM expense for incentive compensation resulted in a weighted payout of 21.3% of the target bonus for this metric. See Appendix B to this proxy statement for a reconciliation of this measure to operating and maintenance expense, the most directly comparable measure computed in accordance with GAAP. Safety Metric 1 – DART. The Days Away, Restricted, or Transferred Rate (“DART”) is intended to incentivize maintaining a safety-conscious work environment and measures the percentage of working days that were missed due to injuries. This performance metric is valued at 50% of the overall safety metric, which is weighted at 12.5% of the AIP scorecard. The overall safety performance result would be reduced by 50% in the event of a fatality. The targets for 2025 were set based on industry benchmarks and historical Company performance. The Company DART of 0.47 in 2025 resulted in a weighted payout of 11.4% of the target bonus for this metric. Safety Metric 2 – PVAR. The Preventable Vehicle Accident Rate (“PVAR”) is intended to incentivize proactively maintaining a safe work environment with vehicles and is a measure of preventable vehicle accidents. This performance metric is valued at 25% of the overall safety metric, which is weighted at 12.5% of the AIP scorecard. The Company PVAR was 1.51 in 2025, resulting in no payout for this metric. Safety Metric 3 – Percent of PSIF Incidents Investigated with Plans on Track. The Percent of Potential Severe Injury or Fatality (“PSIF”) Incidents Investigated with Plans on Track is a leading indicator intended to identify and prevent the most serious future injuries. This performance metric is valued at 25% of the overall safety metric, which is weighted at 12.5% of the AIP scorecard. The Company Percent of PSIF Incidents Investigated with Plans on Track was 100% in 2025, resulting in a weighted payout of 3.1% of the target bonus for this metric. Operations Metric 1 – SAIDI. System Average Interruption Duration Index (“SAIDI”) is an objective system reliability metric created by the Institute of Electrical and Electronics Engineers (“IEEE”) that measures, in minutes, the average outage duration for each customer that experienced an outage. The Committee used recent historical performance and industry benchmarks to establish target performance The Company’s SAIDI result in 2025 was 87 minutes, resulting in a weighted payout of 15.0% of the target bonus for this metric. Operations Metric 2 – Seasonal Equivalent Forced Outage Rate. Seasonal Equivalent Forced Outage Rate is a measure of our generating fleet being available to the market in peak winter and summer and is factored into the SPP’s performance-based capacity accreditation. This measure supports the Company’s initiative of having capacity to meet increased capacity reserve margins at the SPP and to meet increasing customer demand. The Committee used peer average results to set winter and summer performance levels. The Company’s winter Seasonal Equivalent Forced Outage Rate was 10.3% resulting in a weighted payout of 6.2% for this metric. The Company’s summer Seasonal Equivalent Forced Outage Rate was 6.3%, also resulting in a weighted payout of 6.2% for this metric. Customer Experience Metric 1 – Customer Experience Surveys. Customer Experience Surveys are internally sourced surveys targeting all three channels of customer contacts - customers that have interacted directly with one of our two contact centers, the Company’s website and, or the Company’s intelligent virtual assistant. The measure is scored on a scale of 1-5, with 5 being the highest score of satisfaction. Target performance was established by improving upon historical performance. The Company achieved a score of 3.71, resulting in a weighted payout of 2.4% of the target bonus for this metric.
Cash Compensation
Customer Experience Metric 2 – Business Customer Satisfaction. The Business Customer Satisfaction metric is a measure based on internally sourced surveys conducted with our large industrial and commercial customers. Target performance was established by improving upon historical performance. The Company achieved a score of 95.0%, resulting in a weighted payout of 6.4% of the target bonus for this metric. Modifiers. The Committee determined there were no additional outcomes not already reflected in the AIP results that warrant a Committee discretionary adjustment. Thus, the Committee elected not to modify the payments as determined under the scorecard. The Committee will continue to monitor progress of the Company’s extraordinary achievement of key financial, operational, safety, and customer satisfaction goals and broader Company strategies which may provide additional award opportunities. Targets and awards earned by each NEO for the 2025 AIP are shown below.
Cash Compensation
| Name | Base Salary ($) | 2025 Incentive Award at Target (Percent of Annual Base Salary) | 2025 Actual Award As a Percent of Target bonus | 2025 Annual Award Paid ($) | | Mr. David A. Campbell Chairman, President and Chief Executive Officer | 1,125,000 | 125% | 95.5% | 1,342,969 | | Mr. W. Bryan Buckler Executive Vice President and Chief Financial Officer | 675,000 | 80% | 95.5% | 515,700 | | Mr. Charles A. Caisley Executive Vice President, Utility Operations and Chief Customer Officer | 585,000 | 70% | 95.5% | 391,073 | | Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 562,500 | 65% | 95.5% | 349,172 | | Mr. Cleveland O. Reasoner III Senior Vice President, Chief Nuclear Officer | 625,000 | 60% | 95.5% | 358,125 |
Equity Compensation
Equity Compensation General The Committee approves long-term incentive compensation for our officers who are in positions to make positive contributions to our long-term performance and to create shareholder value. The Committee believes RSUs accomplish our long-term executive compensation program objectives because they:
Equity Compensation
| • | align the interests of management directly with those of our shareholders; |
Equity Compensation
| • | focus management’s efforts on performance that will create long-term shareholder value and sustain increases in the price of our common stock and our ability to pay dividends; |
Equity Compensation
| • | provide a competitive long-term incentive opportunity; |
Equity Compensation
| • | offer clear, transparent accounting; and |
Equity Compensation
| • | provide a retention incentive for key employees because the RSUs vest over time and will be forfeited in whole or in part if an officer’s employment terminates prior to vesting. |
Equity Compensation
Equity awards, which are made under our shareholder-approved LTIP, are generally targeted near the median range of awards granted to officers at our peer group companies. While our NEOs are eligible for equity awards under the LTIP, none of them has any right to be granted awards. The Committee grants the annual award of equity incentives generally effective within the first few business days in March of each year and uses a mix of time-based RSUs (30% for 2025) and performance-based RSUs (70% for 2025) that are paid on the basis of the attainment of performance goals and satisfaction of other standard criteria. RSUs generally “cliff” vest in three years from the respective dates of grant, subject to satisfaction of the award terms, such as continued employment through the vesting date. Accumulated dividend equivalents on performance-based RSUs are paid in cash at the same time as the vesting of the earned performance-based RSUs, if any. Dividend and/or dividend equivalents accrued on all time-based RSUs are reinvested during the vesting period and are subject to the same restrictions as the associated restricted stock unit. Performance-based RSUs can be earned at the end of the performance period from 0% to 200% of the target number of RSUs granted, depending on actual performance. The performance is measured over a three-year performance period beginning on January 1 of the grant year and ending on December 31 of the second year following the grant year. Performance is measured on a calendar year basis to align with Evergy’s fiscal year. Accordingly, at the end of any given calendar year, the performance objective related to performance-based units may be satisfied, but the performance-based units will not vest, if at all, until the following March, subject to satisfaction of the award terms. The 2025 performance-based RSUs contained three performance objectives. (1) Evergy’s TSR relative to the companies included in the EEI Index over the three-year performance period (50% of performance-based weighting), (2) Evergy’s 3-year cumulative adjusted EPS (42.9% of performance-based weighting), and (3) an environmental component that focuses on renewable energy generation (7.1% of performance-based weighting). Specific performance targets for relative TSR and cumulative adjusted EPS, as shown below, were set by the Committee; if actual performance falls between the specified performance levels, linear interpolation will be used to determine payouts. To appropriately balance absolute TSR performance and relative performance, any payout related to the relative TSR measure for the performance period would be capped at 100% achievement if Evergy’s absolute TSR performance is negative.
Equity Compensation
| Performance Objective 1 — Relative Total Shareholder Return | Weighting (Percent) | Threshold (25%) | Target (100%) | Stretch (150%) | Superior (200%) | | Three Year Relative TSR versus Companies in the EEI Index | 50.0% | 25th Percentile | 50th Percentile | 70th Percentile | 90th Percentile |
Equity Compensation
The EPS targets shown below are based on the updated growth targets from the third quarter 2024 earnings presentation.
Equity Compensation
| Performance Objective 2 — Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Targets are dollar amount of 3-yr cumulative adjusted EPS | 42.9% | $12.30 | $12.73 | $12.92 | $13.06 |
Equity Compensation
Renewable generation targets were based on renewable generation needs identified in Evergy’s most recent IRP. The Committee has the authority and discretion to determine performance outcomes between the various performance criteria and may revisit the targets if there are material changes from Evergy’s most recent IRP.
Equity Compensation
| Performance Objective 3 — Environmental | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | | Additional wind and solar generation (either new development or power purchase agreement (“PPA”) buy-ins) | 7.1% | 250-525 MW (carbon free generating resources) are under contract or in-service (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) by year-end 2027 | 525-800 MW are under contract and / or placed in-service by year-end 2027 (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) | 800 MW or more are placed in-service by year end 2027 with an additional 0 – 300 MW under contract by year-end 2027 (either new development, repowers, PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) | 1,000 MW or more are placed in-service, with 600 MW or more under contract by year-end 2027 (either new development, repowers, purchase PPA repowers, new PPA’s, PPA buy-ins, or renewable capacity off-take) |
Equity Compensation
Shown below are equity incentives granted to each of our NEOs in 2025. For 2025, 30% of the NEOs’ annual long-term incentive award was in the form of time-based RSUs and 70% was in the form of performance-based RSUs, to incentivize performance and align the NEOs’ interests with those of shareholders. Increases to long-term incentive targets for 2025 were due to a review of market data.
Equity Compensation
| | 2025 Total Target Grant Value | 2025 Time-Based RSUs | | 2025 Performance-Based RSUs (Target) | | | Name | Dollars | Dollars | Units(1) | Dollars | Units(1) | | Mr. Campbell | 6,311,250 | 1,893,375 | 28,319 | 4,417,875 | 66,077 | | Mr. Buckler | 1,518,750 | 455,625 | 6,815 | 1,063,125 | 15,901 | | Mr. Caisley | 1,023,750 | 307,125 | 4,594 | 716,625 | 10,719 | | Ms. Humphrey | 900,000 | 270,000 | 4,039 | 630,000 | 9,423 | | Mr. Reasoner | 953,125 | 285,938 | 4,277 | 667,188 | 9,979 |
Equity Compensation
| (1) The number of units is calculated using the average closing price of our common stock for the calendar month immediately preceding the grant date that occurs on or around the first business day in March, or $66.86 per share for 2025. |
Equity Compensation
The following table gives details related to ad hoc awards granted to NEOs in 2025. Mr. Caisley received an ad-hoc time-based RSU grant in recognition of expansion of responsibilities. Mr. Reasoner was granted an award for his promotion to Senior Vice President.
Equity Compensation
| | 2025 Total Target Grant Value | 2025 Time-Based RSUs | | 2025 Performance-Based RSUs (Target) | | | Name | Dollars | Dollars | Units | Dollars | Units | | Mr. Caisley | 700,000 | 700,000 | 9,666 | — | — | | Mr. Reasoner | 200,000 | 200,000 | 2,762 | — | — |
2023 Performance-Based RSUs
2023 Performance-Based RSUs In early 2023, performance based RSUs were awarded for the 2023 to 2025 performance period. The performance objectives for the 2023 performance-based RSUs were TSR relative to the companies included in the EEI Index over the three-year performance period (60.0% of performance-based weighting), Evergy’s 3-year cumulative adjusted EPS (33.3% of performance-based weighting), and an environmental component that focuses on renewable energy generation (6.7% of performance-based weighting). Payouts for the 2023 performance based RSUs were earned according to the following schedules:
2023 Performance-Based RSUs
| Performance Objective 1 – Total Shareholder Return | Weighting (Percent) | Threshold (25%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | | Three Year Relative TSR versus Companies in the EEI Index | 60.0% | 25th Percentile | 50th Percentile | 70th Percentile | 90th Percentile | 76th Percentile | 99.7% |
2023 Performance-Based RSUs
The EPS targets shown below were based on the Investor Day Plan that was announced in the third quarter of 2022.
2023 Performance-Based RSUs
| Performance Objective 2 – Three Year Cumulative Adjusted EPS | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | | Targets are dollar amount of 3-yr cumulative adjusted EPS | 33.3% | $11.51 | $12.02 | $12.33 | $12.64 | $11.18 | 0.0% |
2023 Performance-Based RSUs
In light of the sensitivity of the potential payout to uncontrollable variables such as the effects of inflation on project costs, supply chain delays, and regulatory approvals, the Committee retains discretion over the payout for environmental performance outcomes under the LTIP. Additional external, uncontrollable factors such as global supply chain pressures and escalating costs affected the size and timing of planned megawatt (MW) additions. As a result, the Committee has the authority and discretion to determine performance outcomes between the various performance criteria and may revisit the targets if there are material changes from Evergy’s most recent IRP. The Committee considered the Company’s achievements and those factors and assigned a 100% payout for the 2023 LTIP environmental metric.
2023 Performance-Based RSUs
| Performance Objective 3 — Environmental | Weighting (Percent) | Threshold (30%) | Target (100%) | Stretch (150%) | Superior (200%) | Actual Result | Actual Weighted Payout | | Additional wind and solar generation (either new development or PPA buy-ins) | 6.7% | 380 MW are under construction and or in-service (or under contract for PPA buy-in) by year-end 2025 | 381-635 MW are under contract or placed in-service by year-end 2025 (new development or PPA buy-in) | 635 MW are placed in-service with an additional 0 – 300 MW under contract by year-end 2025 (new development or PPA buy-in) | 800 MW are placed in-service, with 450 MW or more under contract by year-end 2025 (new development or PPA buy-in) | 245 MW of wind and solar placed in-service, with 6 MW of additional wholesale solar under contract. 331 MW of solar have received regulatory approval, are under contract, and started IRS qualifying construction | 6.7% |
2023 Performance-Based RSUs
In March 2026, a payout equal to 106.4% of the target number of shares granted was earned for the 2023 to 2025 performance period. As a result, our NEOs earned the number of shares noted in the table below. Mr. Buckler is not included in the following table because he did not receive any shares due to his hire date.
2023 Performance-Based RSUs
| Name | Target Amount at Grant (#) | Vested Amount (#) | Value Realized on Vesting ($)(1) | Accrued Dividends ($) | | Mr. Campbell | 58,245 | 61,984 | 4,493,220 | 481,771 | | Mr. Caisley | 10,117 | 10,766 | 780,427 | 83,679 | | Ms. Humphrey | 9,947 | 10,586 | 767,379 | 82,280 | | Mr. Reasoner | 10,577 | 11,256 | 845,947 | 87,487 |
2023 Performance-Based RSUs
| (1) The value realized on vesting is calculated using the closing price of our common stock on December 31, 2025, or $72.49, which was the last day of the performance period. |
Change-in-Control Severance Agreements
Change-in-Control Severance Agreements The Committee believes that change-in-control severance agreements help ensure the continued service, dedication, and objectivity of our officers, including our NEOs, in the event of a transaction that would result in a change-in-control of the Company. These agreements support the objective assessment and execution of potential changes in Evergy’s strategy and enhance retention by reducing concerns about employment continuity. We believe these change-in-control arrangements also create incentives for our officer team to build shareholder value and to obtain the highest value possible should we engage in a transaction, despite the risk of losing employment and potentially not having the opportunity to otherwise vest in equity awards. These agreements provide for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated without “Cause” or leaving employment for “Good Reason,” as these terms are defined in the agreements. All the agreements require a double trigger so that both a change-in-control and a termination (actual or constructive) of the executive’s employment must occur to trigger benefits. The agreements do not provide for a “gross up” payment to cover any excise taxes that could be payable in connection with payments and benefits received under the agreement. Additional information, including a quantification of benefits that would have been received by NEOs had termination occurred on December 31, 2025, is found under the heading “Potential Payments Upon Termination or Change-in-Control” starting on page 61.
Executive Severance Plan
Executive Severance Plan Pursuant to our Executive Severance Plan (“Severance Plan”), Evergy’s Chief Executive Officer, Chief Financial Officer, President, and any Vice President of Evergy who is appointed by the Evergy Board is entitled to certain benefits if the eligible officer’s employment is terminated by Evergy without Cause (as defined in the plan), other than in a situation that is governed by a change-in-control severance agreement. Additional information, including a quantification of benefits that would have been received by the applicable executives had termination occurred on December 31, 2025, is found under the heading “Executive Severance Plan” starting on page 63.
No Employment Agreements
No Employment Agreements All of the Company’s executive officers, including the NEOs, are employed at will.
No Stock Options
No Stock Options Equity awards are discretionary and are generally granted to our NEOs in the days following release of our annual report on Form 10-K and our audited financial statements for the prior year. In certain circumstances, including the hiring or promotion of an officer, the Committee may approve grants to be effective at other times. Evergy does not currently grant stock options or stock appreciation rights to its employees. Evergy does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Committee Consideration of Compensation Program Risk
| • | The performance measures for all incentive compensation programs are directly tied to Evergy’s annual and long-term financial results and/or business plans. |
Committee Consideration of Compensation Program Risk
| • | The maximum amount payable to non-officer employees under our AIP is modest and balanced. |
Committee Consideration of Compensation Program Risk
| • | The design and administration of Evergy’s Energy Partners’ incentive plan includes appropriate risk mitigators, including a mixture of formulaic funding and the discretionary allocation of individual payments by an independent oversight committee, funding based on multiple metrics and a mandatory deferral of 30% of the award. For the 2025 plan year, 70% of the award is paid in March 2026, 20% in March 2027, and 10% in March 2028. |
Committee Consideration of Compensation Program Risk
| • | The officer compensation program design provides a balanced mix of cash and equity, annual and long-term incentives and multi-faceted performance objectives. |
Committee Consideration of Compensation Program Risk
| • | Evergy currently does not grant stock options. |
Committee Consideration of Compensation Program Risk
| • | Evergy (for non-officers) and the Committee (for officers) have the ability to adjust cash and equity incentive program payouts if the payouts are not justified by performance. |
Committee Consideration of Compensation Program Risk
| • | Evergy has the ability to “clawback” officer annual incentive compensation and LTIP performance awards in the event of a restatement of or other inaccuracy in our financial statements in accordance with our clawback policy. |
Committee Consideration of Compensation Program Risk
| • | The officers’ AIP and LTIP performance grants have a “stretch” performance level to flatten the steepness of the performance payout curve and further reinforce the appropriate behavioral incentives. |
Committee Consideration of Compensation Program Risk
| • | Under the relative TSR performance-based RSUs, any payout is capped at target or 100% if TSR performance is negative even if a greater award is prescribed by the performance objectives. |
Compensation Governance Practices
| • | Independent Consultant. For 2025, the Committee directly retained Meridian, an independent compensation consultant, to evaluate, and provide advice with respect to, our executive compensation program. |
Compensation Governance Practices
| • | Clawback Policy. We have the ability to recover cash incentive compensation and equity awards from senior executives in the event of a restatement of or other inaccuracy in our financial statements. |
Compensation Governance Practices
| • | “Double Trigger” Change-in-Control Agreements. Our Change-in-Control Severance Agreements have a “double trigger” that requires both a change-in-control and qualifying termination of employment prior to the payment of severance benefits, if any. |
Compensation Governance Practices
| • | No Tax “Gross-Ups” in Change-in-Control Agreements. The Change-in-Control Severance Agreements that govern future transactions do not contain any excise tax gross-up features. |
Compensation Governance Practices
| • | No Employment Agreements. We do not have employment agreements with any of our executive officers, including the NEOs. |
Compensation Governance Practices
| • | Standardized Equity Grant Schedule. Our annual equity grants occur in early March, which is after we release financial results for the prior fiscal year. In addition, equity incentives that are expressed as a dollar target are converted into equity awards using an average closing price of our stock over the preceding month, which minimizes the ability to use equity grants for speculative purposes. |
Compensation Governance Practices
| • | No Stock Options. We do not currently grant stock options. |
Compensation Governance Practices
| • | No Repricing or Backdating. If we were to grant stock options in the future, our LTIP prohibits the repricing of stock options without shareholder approval. We also do not backdate equity awards. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($)(5) | | Mr. David A. Campbell Chairman, President and Chief Executive Officer | 2025 | 1,123,142 | — | 7,004,446 | 1,342,969 | — | 66,461 | 9,537,018 | | | 2024 | 1,056,000 | — | 4,929,101 | 1,207,800 | — | 64,961 | 7,257,862 | | | 2023 | 1,055,510 | — | 4,598,132 | 1,424,280 | — | 60,802 | 7,138,724 | | Mr. W. Bryan Buckler Executive Vice President and Chief Financial Officer | 2025 | 674,596 | — | 1,685,595 | 515,700 | 120 | 177,206 | 3,053,218 | | | 2024 | 149,769 | | 3,086,658 | 483,120 | — | 51,014 | 3,770,561 | | Mr. Charles A. Caisley Executive Vice President, Utility Operations and Chief Customer Officer | 2025 | 584,731 | — | 1,882,926 | 391,073 | 200,238 | 71,489 | 3,130,455 | | | 2024 | 551,106 | — | 1,144,511 | 334,548 | 123,170 | 76,741 | 2,230,075 | | | 2023 | 532,163 | — | 798,722 | 373,442 | 231,714 | 61,682 | 1,997,724 | | Ms. Heather A. Humphrey Senior Vice President, General Counsel and Corporate Secretary | 2025 | 562,096 | — | 998,922 | 349,172 | 201,694 | 62,065 | 2,173,949 | | | 2024 | 547,375 | — | 817,075 | 325,649 | 117,346 | 79,224 | 1,886,668 | | | 2023 | 540,798 | — | 785,281 | 379,484 | 214,015 | 79,685 | 1,999,264 | | Mr. Cleveland O. Reasoner III Senior Vice President, Chief Nuclear Officer | 2025 | 624,596 | — | 1,271,192 | 358,125 | 190,993 | 56,515 | 2,501,421 |
Summary Compensation Table
| (1) The amounts shown in this column generally reflect the aggregate grant date fair values of equity awards granted each year, computed in accordance with the FASB ASC Topic 718. See note 10 to the consolidated financial statements included in our 2025 Annual Report, for a discussion of the assumptions used in calculating these amounts. The amounts shown exclude the effect of estimated forfeitures, as required by SEC rules. The number of time-based RSUs and performance-based RSUs awarded in 2025, together with their grant date values, is disclosed in the Grants of Plan-Based Awards during 2025 on page 55. These amounts do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEOs will receive from the long-term incentives. The actual compensation will be based on our common stock price at vesting and the performance level achieved with respect to the performance-based RSUs for the applicable performance period. The amounts shown in this column for 2025 reflect the values at the grant dates of time-based RSUs and performance-based RSUs based upon achieving the target level of performance, which was considered the probable outcome as of the grant date. |
Summary Compensation Table
The following table shows the aggregate grant date fair value of 2025 performance-based RSUs assuming maximum levels of performance.
Summary Compensation Table
| Name | 2025 Performance-based RSUs ($) | | Mr. Campbell | 10,133,658 | | Mr. Buckler | 2,438,611 | | Mr. Caisley | 1,643,894 | | Ms. Humphrey | 1,445,138 | | Mr. Reasoner | 1,530,407 |
Summary Compensation Table
| (2) The amounts shown in this column are cash awards earned under the Evergy incentive plans. |
Summary Compensation Table
| (3) The amounts shown in this column include the aggregate of the increase in actuarial values of each of the officer’s benefits under our pension plans, or restoration plans, as applicable, and the above-market earnings on compensation that is deferred on a non-tax qualified basis. These values do not represent cash received by the NEOs in the indicated years. Year-over-year changes in pension value are driven in part by changes in actuarial assumptions. Following are the amounts of these items attributable to each NEO for 2025: |
Summary Compensation Table
| Name | Change in Pension Value ($) | Change in SERP ($) | Above Market Earnings on Deferred Compensation ($) | | Mr. Campbell(a) | — | — | — | | Mr. Buckler(a) | — | — | 120 | | Mr. Caisley | 82,354 | 117,564 | 320 | | Ms. Humphrey | 98,811 | 102,581 | 302 | | Mr. Reasoner | 62,867 | 126,763 | 1,363 |
Summary Compensation Table
| (a) The pension plans were closed to new hires at KCP&L as of January 1, 2014, and Westar Energy as of May 31, 2018. Since Messrs. Campbell and Buckler’s employment began after those dates, they were not eligible to participate in the pension plans. |
Summary Compensation Table
| (4) These amounts include the value of perquisites and personal benefits that are not available on a non-discriminatory basis to all employees, as well as other compensation items discussed in this footnote. The amounts in this column consist of, as applicable for each NEO: (A) employer match of employee contributions to the Company’s 401(k) plans, Messrs. Campbell and Buckler also receive a nonelective employer contribution of 4%; (B) employer match applying the 401(k) matching formula to deferred amounts above the IRS limits to our DCP, as described in the “Nonqualified Deferred Compensation” section of this proxy; (C) financial planning services; (D) parking; (E) matched charitable donations; (F) executive health physicals; and (G) reimbursement for transition expenses pursuant to the offer letter for Mr. Buckler. All amounts shown are in dollars and any variance from the offer letter is due to imputed income timing. |
Summary Compensation Table
| Name | (A) | (B) | (C) | (D) | (E) | (F) | (G) | Total | | Mr. Campbell | 35,000 | — | 20,185 | 1,776 | 5,000 | 4,500 | — | 66,461 | | Mr. Buckler | 35,000 | 48,487 | 18,526 | 1,776 | 5,000 | 4,500 | 63,917 | 177,206 | | Mr. Caisley | 21,000 | 34,173 | 14,540 | 1,776 | — | — | — | 71,489 | | Ms. Humphrey | 21,000 | 32,289 | 2,130 | 1,776 | 2,400 | 2,470 | — | 62,065 | | Mr. Reasoner | 15,750 | 27,445 | 13,320 | — | — | — | — | 56,515 |
Summary Compensation Table
| (5) Totals may not sum due to rounding. |
Summary Compensation Table
The following table provides information with respect to plan-based awards made by Evergy in 2025. We omitted the “All Other Option Awards: Number of Securities Underlying Options” and “Exercise or Base Price of Option Awards” columns because we did not grant any stock options in 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Mr. Campbell | February 18, 2025(1) | 703,125 | 1,406,250 | 2,812,500 | — | — | — | — | — | | | March 1, 2025(2) | — | — | — | 19,823 | 66,077 | 132,154 | — | 5,066,829 | | | March 1, 2025(3) | — | — | — | — | — | — | 28,319 | 1,937,617 | | Mr. Buckler | February 18, 2025(1) | 270,000 | 540,000 | 1,080,000 | — | — | — | — | — | | | March 1, 2025(2) | — | — | — | 4,770 | 15,901 | 31,802 | — | 1,219,306 | | | March 1, 2025(3) | — | — | — | — | — | — | 6,815 | 466,290 | | Mr. Caisley | February 18, 2025(1) | 204,750 | 409,500 | 819,000 | — | — | — | — | — | | | March 1, 2025(2) | — | — | — | 3,216 | 10,719 | 21,438 | — | 821,947 | | | March 1, 2025(3) | — | — | — | — | — | — | 4,594 | 314,327 | | | October 7, 2025(4) | — | — | — | — | — | — | 9,666 | 746,652 | | Ms. Humphrey | February 18, 2025(1) | 182,813 | 365,625 | 731,250 | — | — | — | — | — | | | March 1, 2025(2) | — | — | — | 2,827 | 9,423 | 18,846 | — | 722,569 | | | March 1, 2025(3) | — | — | — | — | — | — | 4,039 | 276,353 | | Mr. Reasoner | February 18, 2025(1) | 187,500 | 375,000 | 750,000 | — | — | — | — | — | | | March 1, 2025(2) | — | — | — | 2,994 | 9,979 | 19,958 | — | 765,203 | | | March 1, 2025(3) | — | — | — | — | — | — | 4,277 | 292,637 | | | October 7, 2025(4) | — | — | — | — | — | — | 2,762 | 213,351 |
Grants of Plan-Based Awards
| (1) Reflects potential payments under our 2025 AIP, measured at the grant date. The actual amounts earned for 2025 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |
Grants of Plan-Based Awards
| (2) Consists of performance-based RSUs under the LTIP, for the 2025-2027 performance period that vest on March 1, 2028. Performance-based RSUs are payable in common stock, cash, or a combination of stock and cash after the end of the performance period. 50% of RSUs granted are earned based on Evergy’s three-year TSR compared to the companies in the EEI Index, 42.9% of RSUs granted are earned based on Evergy’s cumulative adjusted EPS over the three-year performance period, and the remaining 7.1% of RSUs granted is dependent on achievement of an environmental measure based on adding renewable generation capacity. The awards can range from 0% to 200% of the target number of RSUs granted. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures), reflects the target number of shares and is $84.94 per share for the 50% subject to TSR and $68.4211 per share for the 50% measured according to adjusted EPS and environmental factors. |
Grants of Plan-Based Awards
| (3) Consists of time-based RSUs under the LTIP that vest on March 1, 2028. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) is $68.4211 per share. |
Grants of Plan-Based Awards
| (4) Consists of time-based RSUs under the LTIP that vest on October 7, 2028. The grant date fair value, which is calculated in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) is $77.2452 per share. |
and Grants of Plan-Based Awards Table
and Grants of Plan-Based Awards Table See the “Compensation Discussion and Analysis” portion of this proxy statement for further information regarding the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2025. There are no outstanding options.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Mr. Campbell | 140,959 | 10,218,152 | 141,816 | 10,280,242 | | Mr. Buckler | 22,564 | 1,635,678 | 35,549 | 2,576,947 | | Mr. Caisley | 37,329 | 2,706,002 | 23,831 | 1,727,509 | | Ms. Humphrey | 23,107 | 1,675,052 | 21,978 | 1,593,185 | | Mr. Reasoner | 27,405 | 1,986,595 | 23,508 | 1,704,095 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Includes reinvested dividends and/or dividend equivalents on RSUs that carry the same restrictions. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Reflects time-based RSUs granted by Evergy, that were not vested as of December 31, 2025. The following table provides the grant and vesting dates and number of unvested shares (including reinvested dividend shares) for each of the outstanding grants as of December 31, 2025. Also included are Evergy performance-based RSUs, which, as of December 31, 2025, were earned but not yet vested. |
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Vesting Date | Number of Shares That Have Not Vested(e) | | Mr. Campbell | March 1, 2023 | March 1, 2026 | 61,984 | | | March 1, 2023 | March 1, 2026 | 22,077 | | | March 1, 2024 | March 1, 2027 | 27,469 | | | March 1, 2025 | March 1, 2028 | 29,430 | | Mr. Buckler | October 1, 2024 | October 1, 2026(a) | 15,482 | | | March 1, 2025 | March 1, 2028 | 7,082 | | Mr. Caisley | March 1, 2023 | March 1, 2026 | 10,766 | | | March 1, 2023 | March 1, 2026 | 3,835 | | | March 1, 2024 | March 1, 2027 | 4,756 | | | October 7, 2024 | October 7, 2027(b) | 3,440 | | | March 1, 2025 | March 1, 2028 | 4,774 | | | October 7, 2025 | October 7, 2028(c) | 9,758 | | Ms. Humphrey | March 1, 2023 | March 1, 2026 | 10,586 | | | March 1, 2023 | March 1, 2026 | 3,771 | | | March 1, 2024 | March 1, 2027 | 4,553 | | | March 1, 2025 | March 1, 2028 | 4,197 | | Mr. Reasoner | March 1, 2023 | March 1, 2026 | 11,256 | | | March 1, 2023 | March 1, 2026 | 4,009 | | | March 1, 2024 | March 1, 2027 | 4,907 | | | March 1, 2025 | March 1, 2028 | 4,445 | | | October 7, 2025 | October 7, 2028(d) | 2,788 |
Outstanding Equity Awards at Fiscal Year-End
| (a) Mr. Buckler was granted an inducement equity award of RSUs under the LTIP valued at $1.8 million with the number of RSUs calculated based on average closing price of Evergy common stock during September 2024. The first tranche of RSUs vested on October 1, 2025, and the second tranche of RSUs will vest on October 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (b) Mr. Caisley received an RSU award with his promotion to Executive Vice President under the LTIP valued at $300,000 with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2024. The first tranche of RSUs vested on October 7, 2025, and the second tranche of RSUs will vest on October 7, 2026. Assuming continued employment through the applicable vesting date, the third tranche of RSUs will vest on October 7, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (c) Mr. Caisley received an RSU award with his expansion of responsibilities under the LTIP valued at $700,000, with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2025, that will vest on October 7, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (d) Mr. Reasoner received an RSU award with his promotion to Senior Vice President under the LTIP valued at $200,000, with the number of RSUs calculated based on the average closing price of Evergy common stock during September 2025, that will vest on October 7, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (e) Totals may not sum due to rounding. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The value of the shares is calculated by multiplying the number of shares by the closing market price as of December 31, 2025, which was $72.49. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Reflects, at target, performance-based RSUs granted by Evergy in 2024 and 2025. The following table summarizes the number of performance-based RSUs for each of the outstanding grants, at target, as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| Name | Performance Period | Number of Shares(a) | | Mr. Campbell | 2024-2026 | 75,739 | | | 2025-2027 | 66,077 | | Mr. Buckler | 2024-2026(b) | 19,648 | | | 2025-2027 | 15,901 | | Mr. Caisley | 2024-2026 | 13,112 | | | 2025-2027 | 10,719 | | Ms. Humphrey | 2024-2026 | 12,555 | | | 2025-2027 | 9,423 | | Mr. Reasoner | 2024-2026 | 13,529 | | | 2025-2027 | 9,979 |
Outstanding Equity Awards at Fiscal Year-End
| (a) The number of shares actually earned for each applicable performance period is determined shortly following the end of the performance period based on achievement of the performance objectives. |
Outstanding Equity Awards at Fiscal Year-End
| (b) Mr. Buckler was granted an inducement equity award of performance-based RSUs under LTIP valued at $1.2 million pursuant to the 2024 RSU Performance Based Award Agreement, vesting on March 1, 2027. |
Pension Benefits
Pension Benefits Certain of our NEOs participate in our tax-qualified, non-contributory defined benefit plans, and may participate in other retirement plans depending on whether they were previously an officer of Great Plains Energy or Wolf Creek Nuclear Operating Center. Messrs. Campbell and Buckler are not eligible for pension benefits since they were employed after closure of the pension plans in 2014 and 2018 respectively. Accordingly, they do not appear in the table below. The following table sets forth, at December 31, 2025, the present value of accumulated benefits payable to each of our NEOs under the applicable plans. Additional information about the plans and assumptions follows the table.
Pension Benefits
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mr. Caisley | Evergy Retirement Plan | 18.0 | 578,839 | — | | | KCP&L SERP | 18.0 | 694,957 | — | | Ms. Humphrey | Evergy Retirement Plan | 18.9 | 702,619 | — | | | KCP&L SERP | 18.9 | 798,669 | — | | Mr. Reasoner | Wolf Creek Retirement Plan | — | 405,564 | — | | | Wolf Creek Restoration Plan/Supplemental Cash Balance Agreement | — | 1,178,074 | — |
Pension Benefits
Evergy Retirement Plan The Evergy Retirement Plan is a funded, tax-qualified, non-contributory defined benefit pension plan that resulted from the merger of previous standalone company plans. The Evergy Metro, Inc. (“Evergy Metro”) Plan of Benefits is for Evergy Metro non-union employees hired or rehired on or before December 31, 2013. In 2007, Evergy Metro non-union employees who participated in the plan were given a one-time election to remain in their existing Retirement Plan and 401(k) plan (“Old Retirement Plan”) or choose a new retirement program that includes a slightly reduced benefit accrual formula under the Evergy Retirement Plan paired with an enhanced benefit under the Evergy 401(k) plan (“Current Retirement Plan”). Mr. Caisley and Ms. Humphrey elected to participate in the Current Retirement Plan. Benefits under the Evergy Retirement Plan are based on the participant’s years of service and the average annual base salary over a specified period. Evergy Metro participants who elected to remain in the Old Retirement Plan and retire after they reach 65, or whose age and years of service at or after age 52 add up to 85 (the “Rule of 85”), are entitled under the Evergy Retirement Plan to a total monthly annuity for the rest of their life (a “single life” annuity) equal to 50% of their average base monthly salary for the period of 36 consecutive months in which their earnings were highest. This reflects an accrual rate of 1.25% per year, capped at 30 years of service. The 50% single life annuity will be proportionately reduced if years of credited service are less than 30. Participants may also elect to retire and receive an unreduced benefit at age 62 with at least 5 years of credited service, in which case the benefit is based on their average base monthly salary for the period of 48 consecutive months in which their earnings were highest. Participants may also elect early retirement benefits if they retire between the ages of 55 and 62; in such a case the benefit is reduced by 3% for each year that commencement precedes age 62. Participants may elect other annuity options, such as joint and survivor annuities or annuities with payments guaranteed for a period of time. The present value of each annuity option is the same; however, the monthly amounts payable under these options are less than the amount payable under the single life annuity option. Participants also may elect to receive their retirement benefits in a lump sum equal to the actuarial equivalent of a single life pension under the Evergy Metro Plan of Benefits. Participants such as Mr. Caisley and Ms. Humphrey, who elected the Current Retirement Plan, retained the benefit they accrued as of December 31, 2007, under the old formula with the old early retirement reductions. Participants in the Current Retirement Plan earn a benefit equal to 1.25% of their final average base earnings (averaged over 48 consecutive months), multiplied by the years of credited service earned after 2007. There is no cap on the years of credited service that can be earned. Participants under the Current Retirement Plan may begin receiving their retirement benefit at age 55, but with a 5% per year reduction for each year before age 62. There is no Rule of 85 for post-2007 accrued benefits; however, participants may receive post-2007 accrued benefits (subject to the 5% per year reduction if they retire at or after age 55 and before age 62) when they start receiving pre-2008 accrued benefits. Participants in the Current Retirement Plan may elect to receive their accrued benefits in the form of one of the annuities described in the preceding paragraph or in a lump sum. The Wolf Creek Plan of Benefits is for Evergy Kansas Central non-union employees that work at Wolf Creek and hired on or before December 31, 2018. The Wolf Creek Plan of Benefits uses two formulas to calculate benefits, a final average earnings formula for non-union employees hired prior to January 1, 2002, and a cash balance formula for non-union employees hired after December 31, 2001 but prior to January 1, 2019. Mr. Reasoner is accruing benefits calculated under the cash balance formula as a result of his current employment. Under the cash balance formula, a bookkeeping account is established for each plan participant and credited with interest and contribution credits. Participants may elect to receive benefits accrued under the cash balance formula either as an annuity or as a lump sum distribution. Interest is credited monthly during a plan year to each participant’s account using an annual rate of interest of 4%. Contribution credits are determined by multiplying the contribution rate applicable for each participant’s age (based upon the first day of the month) by the participant’s plan earnings for that particular month. The contribution rates are shown in the following table:
Pension Benefits
| Age | Rate | | Less than 30 | 4% | | 30 and above but less than 35 | 5% | | 35 and above but less than 40 | 6% | | 40 and above but less than 45 | 7% | | 45 and above but less than 50 | 8% | | 50 and above but less than 55 | 9% | | 55 and above but less than 60 | 10% | | 60 or more | 12% |
Pension Benefits
We calculated the amounts in the Present Value of Accumulated Benefit column in the Pension Benefits table above based on the same assumptions used for financial reporting purposes with respect to the Evergy Retirement Plan in our 2025 consolidated financial statements. For each NEO we calculated the present value of their accrued pension benefit as of December 31, 2025, using a discount rate of 5.79% and use of the Pension Protection Act mortality and lump sum interest rate tables. Benefits were assumed to commence at the later of the age of such officer as of December 31, 2025, or the earliest unreduced retirement age (62) and be paid in a lump sum 90% of the time and a life annuity 10% of the time. KCP&L SERP The KCP&L SERP is unfunded and provides out of general assets an amount substantially equal to the difference between the amount that would have been payable under the KCP&L Pension Plan in the absence of tax laws limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amount actually payable under the KCP&L Pension Plan. For participants under the Old Retirement Plan, it adds an additional one-third percent of highest average annual base salary for each year of credited service when the executive was eligible for supplemental benefits, up to a maximum of thirty (30) years, and also makes up the difference (if any) between using a 36-month earnings averaging period and the averaging period used for the participant’s benefits under the KCP&L Pension Plan. Participants under the Current Retirement Plan receive this same benefit; however, there is no cap on the years of credited service for benefits accrued after 2007. Participants may elect the timing of the receipt of their benefits, as well as the form of their benefits (a lump sum payment or a variety of annuity options, all of which have the same present value). Mr. Caisley and Ms. Humphrey have elected to receive their benefits in a lump sum upon separation from service. For participants who are “specified employees” under Internal Revenue Code Section 409A and who elect payment on separation of service, payment of benefits accrued prior to 2005 will be made, or commence, when they separate from service; payment of benefits accrued after 2004 will be made, or commence, on the first business day of the seventh calendar month following their separation from service. The present value of the accumulated benefits under the KCP&L SERP with respect to each of the participant NEOs is based on the following assumptions: retirement at the later of the age of such officer as of December 31, 2025, or age 62, full vesting of accumulated benefits, a discount rate of 5.59% and use of the Pension Protection Act mortality and lump sum interest rate tables. Wolf Creek Restoration Plan The Wolf Creek Restoration Plan replaces benefits lost under the Wolf Creek Plan of Benefits because of limitations imposed by the Internal Revenue Code on annual compensation that can be used in calculating pension benefits. Mr. Reasoner participates in the Wolf Creek Restoration Plan. Under the terms of the Wolf Creek Restoration Plan, the benefit payable will be a monthly amount that is equal to the difference between the monthly amount that is payable to the participant under the Wolf Creek Plan of Benefits and the monthly amount that would be payable if the Wolf Creek Plan of Benefits were not subject to such limitations. The amount payable under the Wolf Creek Restoration Plan will be determined in the form of a straight life annuity over the lifetime of the participant and will commence on the participant’s normal retirement date. We calculated the present value of the benefits as of December 31, 2025, using a discount rate of 5.59% and use of a Pension Protection Act mortality and lump sum interest rate tables. For this purpose, benefits were assumed to commence at the earliest unreduced retirement age (62). Wolf Creek Supplemental Cash-Balance Agreement In addition to the Wolf Creek Restoration Plan, Mr. Reasoner also has a Supplemental Cash Balance Agreement that provides the same contribution credits as the Wolf Creek Plan of Benefits except that compensation is not reduced by limitations imposed by the Internal Revenue Code. He received contribution credits for the first 60 months of employment. Interest is credited monthly to his account using an annual rate of interest of 4%.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(1) | Aggregate Balance at Last FYE ($)(4) | | Mr. Campbell | — | — | — | — | — | | Mr. Buckler | 259,299 | 48,487 | 6,416 | — | 410,826 | | Mr. Caisley | 154,462 | 34,173 | 16,957 | (143,988) | 504,803 | | Ms. Humphrey | 137,229 | 32,289 | 26,022 | (270,080) | 482,228 | | Mr. Reasoner | 226,433 | 27,445 | 72,201 | — | 326,079 |
Nonqualified Deferred Compensation
| (1) The entire amount shown for each NEO is included in the 2025 salary and non-equity incentive plan compensation information shown for such person in the Summary Compensation Table. To provide consistency with the Summary Compensation Table, this table shows deferrals of compensation earned in 2025 (whether paid in 2025 or 2026). Mr. Campbell did not participate in the Non-Qualified DCP in 2025. The amounts of 2025 salary deferred are: Mr. Buckler $130,374; Mr. Caisley $115,355; Ms. Humphrey $95,328; and Mr. Reasoner $204,945. The amounts of 2025 deferred non-equity incentive award compensation paid in 2026 are: Mr. Buckler $128,925; Mr. Caisley $39,107; Ms. Humphrey $41,901; and Mr. Reasoner $21,488. Mr. Caisley and Ms. Humphrey received payments of their respective deferred compensation in the amounts shown. |
Nonqualified Deferred Compensation
| (2) The entire amount shown in this column for each NEO is included in the amount shown for each NEO in the “All Other Compensation” column in the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (3) Only the above-market earnings are reported in the Summary Compensation Table. The above-market earnings were: Mr. Buckler, $120; Mr. Caisley, $320; Ms. Humphrey, $302; and Mr. Reasoner, $1,363. |
Nonqualified Deferred Compensation
| (4) The following amounts reported in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years: Mr. Buckler, $96,624 (2024); Mr. Caisley, $161,146 (2024) and $127,206 (2023); and Ms. Humphrey, $156,106 (2024) and $130,089 (2023). Mr. Buckler was not a NEO in 2023 and Mr. Reasoner was not a NEO in 2024 or 2023. |
Nonqualified Deferred Compensation
| (5) Mr. Reasoner previously participated in the Wolf Creek Nuclear Operating Corporation (WCNOC) Deferred Compensation Plan and will continue to receive distributions in accordance with that Plan. Upon becoming an Evergy executive, Mr. Reasoner became eligible to participate solely in the Evergy DCP and no new contributions are made to the Wolf Creek plan. |
Nonqualified Deferred Compensation
Our DCP is a nonqualified and unfunded plan. It allows officers, including our NEOs, to defer the receipt of compensation. All participants can defer up to 50% of their base salary and up to 100% of awards under the AIP. A participant may receive a matching contribution in an amount equal to 100% of the first 6% of the base salary and AIP deferred, reduced by the amount of the matching contribution made for the year to the participant’s 401(k) account. An earnings rate is applied to the deferral amounts. This rate is determined annually by the Committee and for 2024 was based on Moody’s Long Term Corporate Bond Yield for Baa-rated corporate bonds. The rate was set at 5.42% for 2025 and this interest rate applies to all deferral amounts, compounded daily. Prior to rendering the services to which deferred compensation relates, participants must elect to have the deferred compensation paid either at a specified date or upon separation from service. For participants, such as our NEOs, who are “specified employees” under Internal Revenue Code Section 409A and who elect payment on separation of service, payment will be made, or commence, on or after the first business day of the seventh calendar month following their separation from service. Mr. Campbell elected not to participate in the DCP.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control The Committee believes change-in-control agreements are advisable for the retention of officers and in the best interests of shareholders. Each agreement provides for the recovery of erroneously awarded incentive-based compensation as required by law. See “Compensation Discussion and Analysis — Summary and Analysis of Executive Compensation — Change-in-Control Severance Agreements” above.
Potential Payments Upon Termination in Connection with a Change-in-Control
Potential Payments Upon Termination in Connection with a Change-in-Control
Potential Payments Upon Termination in Connection with a Change-in-Control
| Benefit(1)(2) | Mr. Campbell ($) | Mr. Buckler ($) | Mr. Caisley ($) | Ms. Humphrey ($) | Mr. Reasoner ($) | | Two Times Salary | — | 1,350,000 | 1,170,000 | 1,125,000 | 1,250,000 | | Three Times Salary | 3,375,000 | — | — | — | — | | Two Times Bonus | — | 1,080,000(4) | 710,625 | 823,292 | 737,871 | | Three Times Bonus | 4,398,843(3) | — | — | — | — | | Annual Bonus | 1,406,250 | 540,000 | 409,500 | 365,625 | 375,000 | | Retirement Benefit Enhancement(5) | 105,000 | 70,000 | 784,719 | 420,268 | 269,226 | | Performance Share (Units) Vesting(6) | 15,521,852 | 2,716,264 | 2,635,576 | 2,480,389 | 2,648,758 | | Restricted Stock (Units) Vesting(7) | 5,724,932 | 1,635,678 | 1,925,546 | 907,673 | 1,170,661 | | Health and Welfare(8) | 108,205 | 79,908 | 79,718 | 58,589 | 78,126 | | Accrued Vacation | 101,953 | 28,558 | 62,156 | 34,075 | 54,087 | | Total | 30,742,035 | 7,500,408 | 7,777,840 | 6,214,911 | 6,583,729 |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (1) The NEOs receive two times (three times for CEO) their highest annual base salary during the twelve-month period prior to the date of termination. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (2) The NEOs receive two times (three times for CEO) their average annualized annual incentive compensation awards. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (3) As Mr. Campbell did not receive any bonus payout prior to 2022, it is not possible to calculate his historical average bonus for purposes of determining his cash severance benefit. Therefore, the average of his 2022, 2023, and 2024 bonus payouts for the 2021, 2022, and 2023 plan years was assumed for this calculation. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (4) As Mr. Buckler did not receive a bonus payout prior to 2025, it is not possible to calculate a historical average bonus for purposes of determining a cash severance benefit. Therefore, the 2025 target bonus was assumed for this calculation as he didn’t receive a payout in 2024. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (5) For Mr. Caisley and Ms. Humphrey, this amount reflects the present value of the benefit arising from an additional two years of service credited in both the Evergy Retirement Plan and the SERP or Retirement Restoration Plan upon a change-in-control. For Mr. Campbell and Mr. Buckler, the amounts reflect additional years of all non-elective and/or matching contributions that would have been contributed in the applicable 401(k) plan. Mr. Campbell receives the value of three additional years and Mr. Buckler and Mr. Reasoner receive the value of two additional years. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (6) In the event of a “change-in-control” and termination of employment without Cause or for “Good Reason”, the LTIP provides that all performance-based RSUs and performance share grants are deemed to have been fully earned. The amounts shown reflect the aggregate target number of performance-based RSUs, valued at the $72.49 closing price of our stock on December 31, 2025, plus accrued cash dividends. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (7) In the event of a change-in-control and termination of employment without Cause or for “Good Reason”, the LTIP provides that all restrictions on restricted stock and RSU grants are removed. The amounts shown reflect the aggregate number of restricted stock (unit) grants outstanding as of December 31, 2025, plus reinvested dividends carrying the same restrictions, valued at the $72.49 closing price of our stock on December 31, 2025. |
Potential Payments Upon Termination in Connection with a Change-in-Control
| (8) The amounts include medical, accident, disability and life insurance for two years (three years for CEO) following termination and are estimated based on the current premiums for medical coverage and premiums for private insurance coverage for the individuals, as well as for financial advisory services for one year. |
Pay versus Performance Table
Pay versus Performance Table The following table provides information with respect to pay versus performance that depicts the relationship between compensation “actually paid” to NEOs and “financial performance” over the last five fiscal years (2025, 2024, 2023, 2022, and 2021).
Pay versus Performance Table
| Year | Summary Compensation Table Total Compensation for CEO-1 (David Campbell)(1) ($) | Compensation Actually Paid to CEO-1 (David Campbell)(4)(5) ($) | Summary Compensation Table Total Compensation for CEO-2 (Terry Bassham)(2)(6) ($) | Compensation Actually Paid to CEO-2 (Terry Bassham)(4)(5)(6) ($) | Average Summary Compensation Table Total Compensation for Other NEOs(3)(6) ($) | Average Compensation Actually Paid to Other NEOs(5) ($) | Value of initial Fixed $100 Investment based on: | | Net Income(9) ($) | Relative Total Shareholder Return Rank(10) | | | | | | | | | Evergy’s Cumulative TSR(7) ($) | Peer Group TSR(8) ($) | | | | 2025 | 9,537,018 | 16,639,907 | | | 2,714,761 | 3,636,924 | 164 | 160 | 867,900,000 | 82nd percentile rank | | 2024 | 7,257,862 | 10,034,052 | | | 2,459,149 | 2,011,629 | 130 | 135 | 885,800,000 | 76th percentile rank | | 2023 | 7,138,724 | 1,050,503 | | | 2,479,839 | 891,148 | 105 | 110 | 743,600,000 | 27th percentile rank | | 2022 | 6,888,316 | 5,917,556 | | | 2,330,857 | 1,572,392 | 122 | 121 | 765,000,000 | 14th percentile rank | | 2021 | 11,138,082 | 14,514,047 | 120,175 | (2,145,521) | 3,462,946 | 4,230,234 | 128 | 119 | 891,900,000 | 86th percentile rank |
Pay versus Performance Table
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Campbell (CEO-1) for each corresponding year in the “Total” column of the Summary Compensation Table for each year during which he served as Chief Executive Officer. The values for Mr. Campbell shown in this column in 2021 include an inducement cash bonus and equity award, both received pursuant to his offer letter. Specifically, Mr. Campbell received an inducement cash bonus of $1,250,000 and an inducement equity award of restricted stock under the LTIP valued at $3,000,000. |
Pay versus Performance Table
| (2) The dollar amounts reported in this column are the amounts of total compensation reported for Terry Bassham, Evergy’s former President and Chief Executive Officer (CEO-2), for each corresponding year in the “Total” column of the Summary Compensation Table for 2021, the last year he served as Chief Executive Officer. |
Pay versus Performance Table
| (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding the Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) 2025: Mr. Buckler, Mr. Caisley, Ms. Humphrey, and Mr. Reasoner; (ii) 2024: Kirkland B. Andrews, former Executive Vice President and Chief Financial Officer, Kevin E. Bryant, former Executive Vice President and Chief Operating Officer, Mr. Buckler, Mr. Caisley, Ms. Humphrey, and Mr. Ley; (iii) 2023: Mr. Andrews, Mr. Bryant, Mr. Caisley, and Ms. Humphrey; (iv) 2022: Mr. Andrews, Mr. Bryant, Mr. Caisley, Ms. Humphrey, and Gregory A. Greenwood, former Executive Vice President and Chief Strategy Officer; and (v) 2021: Mr. Andrews, Mr. Bryant, Mr. Caisley, Mr. Greenwood, and Anthony D. Somma, former Executive Vice President and Chief Financial Officer. |
Pay versus Performance Table
| (4) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported in the table above for the current year to determine compensation actually paid (totals may not sum due to rounding): |
Pay versus Performance Table
| | 2025 | | | | Average Other NEOs | CEO-1 (Campbell) | | Reported Summary Compensation Table Totals | 2,714,761 | 9,537,018 | | Calculations/Adjustments | | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable fiscal year (“FY”) | 1,459,659 | 7,004,446 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value” and “Change in SERP” amounts Column of the Summary Compensation Table for Applicable FY | 147,735 | 0 | | Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | 1,646,000 | 8,154,468 | | Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY | 0 | 0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | 652,357 | 5,156,513 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY | 90,087 | 227,626 | | Deduction based on ASC 718 Fair Value for Awards Granted during Prior FY that were Forfeited during Applicable FY | 0 | 0 | | Increase for Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 59,415 | 568,728 | | Increase for Incremental Fair Value of Options/SARs Modified during Applicable FY | 0 | 0 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | 81,699 | 0 | | Total Adjustments per Fiscal Year | 922,163 | 7,102,889 | | Compensation Actually Paid per Fiscal Year | 3,636,924 | 16,639,907 |
Pay versus Performance Table
| (5) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our Chief Executive Officer and the average amount of “compensation actually paid” to our NEOs as a group (excluding our Chief Executive Officer) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or other NEOs during the applicable year. Refer to the table above entitled “Calculation of Compensation Actually Paid” for the adjustments made to the total compensation reported for each year to determine the compensation actually paid as reported in accordance with the requirements of Item 402(v) of Regulation S-K. Assumptions made in the valuation of performance-based RSUs that vest based on Evergy’s relative TSR reflected in the calculation of Compensation Actually Paid are as follows: |
Pay versus Performance Table
| | Fair Value at 12/31/2021 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2020 grant | 18% | 3.34% | 0.39% | | 2021 grant | 37% | 3.34% | 0.73% |
Pay versus Performance Table
| | Fair Value at 12/31/2022 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2021 grant | 23% | 3.90% | 4.68% | | 2022 grant | 21% | 3.90% | 4.35% |
Pay versus Performance Table
| | Fair Value at 12/31/2023 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2022 grant | 21% | 4.93% | 4.71% | | 2023 grant | 22% | 4.93% | 4.15% |
Pay versus Performance Table
| | Fair Value at 12/31/2024 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2023 grant | 16% | 4.35% | 4.11% | | 2024 grant | 19% | 4.35% | 4.21% |
Pay versus Performance Table
| | Fair Value at 12/31/2025 | | | | | Expected Stock Price Volatility | Dividend Yield | Risk-Free Interest Rate | | 2024 grant | 17% | 3.84% | 3.45% | | 2025 grant | 16% | 3.84% | 3.44% |
Pay versus Performance Table
| (6) The 2021 Summary Compensation Table amounts for Mr. Bassham and Mr. Somma include the change in pension value and above market earnings on deferred compensation which were not included in the Summary Compensation Table previously. |
Pay versus Performance Table
| (7) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay versus Performance Table
| (8) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used in this measurement is the S&P 500 Electric Utility Index. |
Pay versus Performance Table
| (9) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay versus Performance Table
| (10) The Company Selected Measure represents the percentile rank of the Company’s TSR relative to the companies included in the EEI Index for each fiscal year. |
Analysis of Pay versus Performance Table
Analysis of Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay for performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table above. Further, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing a graphical description below of the following “Pay vs. Performance” relationships over each of the years shown in the Pay versus Performance Table:
Analysis of Pay versus Performance Table
| 1. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s cumulative TSR. |
Analysis of Pay versus Performance Table
| 2. | The following graph compares the Company’s TSR versus the peer group’s cumulative TSR. |
Analysis of Pay versus Performance Table
| 3. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s net income. |
Analysis of Pay versus Performance Table
| 4. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s Relative TSR Rank (Company selected measure). |
Analysis of Pay versus Performance Table
| CEO Pay Ratio |
Analysis of Pay versus Performance Table
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K of the Exchange Act, we determined the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee. To identify the median employee, we compiled a list of all employees who were employed full-time, part-time or seasonally on October 1, 2025. We reviewed annual total cash compensation for each employee on the list as of December 31, 2025, to identify the “median employee.” Annual total cash compensation included, among other items, earned wages, overtime, short-term incentive and recognition payments, as applicable. Our “median employee” is a non-union employee with an annual base salary of $119,031 for 2025, and annual total compensation, calculated in the same manner as is done for Mr. Campbell, of $148,428 for 2025. The calculation for annual total compensation does not represent the amount of cash compensation realized by our median employee in 2025 and does not represent the amount of compensation that the employee will receive. Rather, SEC rules require that we include in this amount any change in the present value of estimated accrued pension benefits, even though no pension benefits were paid to or received by the median employee during 2025. Year-over-year changes in pension value are driven by two primary factors: additional service/benefit accruals (which increases the value) and changes in actuarial pension assumptions. Mr. Campbell had total annual compensation of $9,537,018 for 2025 as reflected in the Summary Compensation Table. As a result, for 2025, we estimate that the ratio of Mr. Campbell’s total annual compensation to that of our median employee was approximately 64:1. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for Evergy, as other companies have different employee populations and compensation practices and may utilize different methodologies, estimates and assumptions in calculating their pay ratios.
Analysis of Pay versus Performance Table
| CEO Pay Ratio | Evergy 2026 Proxy Statement 70 |
Analysis of Pay versus Performance Table
| Proposal 3 | | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 | | | ☑ | The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP for 2026 |
Analysis of Pay versus Performance Table
Deloitte & Touche LLP (“Deloitte & Touche”) has acted as the independent registered public accounting firm for Evergy and its predecessor companies since 2002. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee has selected Deloitte & Touche as our independent registered public accounting firm for 2026 and has directed that management submit such selection to shareholders for ratification at the 2026 Annual Meeting. Shareholder ratification of the selection of Deloitte & Touche as our independent registered public accounting firm is not required by our By-laws or otherwise. However, we are submitting the selection of Deloitte & Touche to the shareholders for ratification as a matter of good corporate governance. If our shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interests of the Company and our shareholders. Representatives from Deloitte & Touche are expected to be present at the 2026 Annual Meeting, with the opportunity to make statements if they wish to do so, and are expected to be available to respond to appropriate questions.
Analysis of Pay versus Performance Table
| Information Regarding Audit Matters |
How many votes are needed to elect the director nominees?
How many votes are needed to elect the director nominees? We have a majority voting standard so that, in an uncontested election, a director nominee is elected to the Board only if the number of shares voted “for” a director nominee exceeds 50% of the number of votes cast with respect to that director nominee. Votes cast for a director nominee will include a shareholder’s direction to withhold authority but will exclude abstentions. An election is considered “contested” when a shareholder solicits proxies to elect individuals nominated by the shareholder to our Board. In a contested election, director nominees are elected by a plurality of the votes cast, rather than a majority of the votes cast. Prior to being nominated, each incumbent director nominee is required to deliver to the Corporate Secretary an irrevocable letter of resignation that will take effect if the nominee fails to receive the vote required for election. If a standing director is not re-elected, our Nominating, Governance, and Sustainability Committee will recommend to the Board whether to accept or reject the resignation. The Board will publicly disclose its decision regarding the resignation following certification of the voting results. Cumulative voting is not allowed with respect to the election of our directors. Your broker is not permitted to vote your shares on this matter if no instructions are received from you.
How can I propose someone to be a nominee for election to the Board?
How can I propose someone to be a nominee for election to the Board? The Nominating, Governance, and Sustainability Committee of the Board will consider candidates for director suggested by shareholders, using the process described in the “Director Nominating Process” section on page 19.