Evergy Inc
For the period ended May 7, 2024. Filed Mar 28, 2024.
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May 7, 2024 · Filed Mar 28, 2024
Contents
2023 Compensation Program Summary
| | 2023 Compensation Program Summary | |
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| • | Balanced mix of compensation weighted toward incentivizing performance. For 2023, a majority of each NEO’s target compensation was “at risk” and subject to performance to align the interests of the NEOs with the interests of shareholders. The graphics below do not include special inducement and retention awards. |
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Executive Summary of Compensation Matters | Evergy 2024 Proxy Statement 35
| • | Annual cash incentives tied to critical financial and operational objectives. We adopted our 2023 AIP in February 2023. Objectives and achievements are shown below as follows: |
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| | 2023 Annual Incentive Objectives | | | Measure | | | Incremental Weighting (Percent) | | | Weighting (Percent) | | | Weighted Achievement (Percent of Target) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 1. Financial(1) | | | Adjusted Earnings per Share for Incentive Compensation | | | 32.5% | | | 24.4% | | |||
| | Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation (in millions) | | | 32.5% | | | 62.4% | | ||||||
| | 2. Safety | | | DART (Days Away, Restricted, or Transferred Rate) | | | 9.375% | | | 12.5% | | | 0.0% | |
| | PVAR (Preventable Vehicle Accident Rate) | | | 3.125% | | | 0.0% | | ||||||
| | 3. Operations | | | SAIDI (System Average Interruption Duration Index) | | | 3.750% | | | 7.5% | | | 7.1% | |
| | SAIFI (System Average Interruption Frequency Index) | | | 3.750% | | | 5.3% | | ||||||
| | Unplanned Commercial Availability Factor | | | 7.5% | | | 7.5% | | ||||||
| | 4. Customer Experience | | | JD Power: Residential Customer Satisfaction (Absolute) | | | 1.500% | | | 7.5% | | | 0.0% | |
| | JD Power: Residential Customer Satisfaction (Relative) | | | 1.500% | | | 0.0% | | ||||||
| | Business Customer Satisfaction Surveys | | | 2.250% | | | 0.0% | | ||||||
| | Call Center Survey | | | 2.250% | | | 1.2% | | ||||||
| | | | | | 107.9% | | ||||||||
| | Modifiers | | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Diversity,Equity, and Inclusion | | | Committee discretionary adjustment Advancement across three pillars: 1. Marketplace (Supplier Diversity) 2. Workplace (Development & Engagement) 3. Workforce (Talent Pipeline) | | | +/-10% | | | Percentage points additive to the results of objectives 1-4 above. No modifications were applied in respect of this modifier to the weighted payout in 2023.The Committee noted sufficient progress along these pillars. | |
| (1) | These measures are not calculated in accordance with GAAP. See Appendix B for a reconciliation to the most comparable measures calculated in accordance with GAAP. |
The Company made progress in advancing priority initiatives in its DE&I efforts; therefore the DE&I modifier was set at target.
Executive Summary of Compensation Matters | Evergy 2024 Proxy Statement 36
Our weighted achievement for 2023 was 107.9% of target. Based on this performance, the following performance cash awards were paid to our NEOs.
| | Name | | | Base Salary | | | 2023 Incentive Award at Target (Percent of Annual Base Salary) | | | 2023 Actual Award as a Percent of Target Bonus | | | 2023 Actual Award Paid ($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Mr. Campbell | | | $1,056,000 | | | 125% | | | 107.9% | | | $1,424,280 | |
| | Mr. Andrews | | | $726,500 | | | 100% | | | 107.9% | | | $783,894 | |
| | Mr. Bryant | | | $637,500 | | | 80% | | | 107.9% | | | $550,290 | |
| | Mr. Caisley | | | $532,500 | | | 65% | | | 107.9% | | | $373,442 | |
| | Ms. Humphrey | | | $541,000 | | | 65% | | | 107.9% | | | $379,484 | |
| • | Long-Term Incentive Awards Weighted to Performance-Based Vehicles. For the 2023 annual grant, we granted long-term incentive awards in the form of restricted stock units (“RSUs”) that will, subject to continued employment, “cliff” vest in three years from the respective dates of grant. A significant portion of the RSUs – 75% – were granted as performance-based awards that vest, if at all, based on (1) Evergy’s total shareholder return (“TSR”) relative to the companies included in the EEI index of electric utility companies (the “EEI Index”) over the three-year performance period (60% of performance-based weighting) and, (2) Evergy’s 3-year cumulative adjusted EPS measured relative to the Company’s long-term financial plan (33.3% of performance-based weighting) and an environmental measure based on adding renewable energy generation (6.7% of performance-based weighting). The 2023 annual grant values for our NEOs are summarized below. |
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| | Name | | | 2023 Time-Based RSUs | | | 2023 Performance-Based RSUs (Target) | |
|---|---|---|---|---|---|---|---|---|
| | Mr. Campbell | | | $1,188,000 | | | $3,564,000 | |
| | Mr. Andrews | | | $381,413 | | | $1,144,238 | |
| | Mr. Bryant | | | $334,688 | | | $1,004,063 | |
| | Mr. Caisley | | | $206,344 | | | $619,031 | |
| | Ms. Humphrey | | | $202,875 | | | $608,625 | |
Executive Summary of Compensation Matters | Evergy 2024 Proxy Statement 37
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