| • | Balanced mix of compensation weighted toward incentivizing performance. |
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For 2024, 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 2025 Proxy Statement 34
| • | Annual cash incentives tied to critical financial and operational objectives. |
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We adopted our 2024 Annual Incentive Plan (“AIP”) in February 2024. Objectives and payouts are shown below (totals may not sum due to rounding):
| 2024 Annual Incentive Objectives | Measure | Incremental Weighting(Percent) | Weighting (Percent) | Weighted Payout (Percent of Target) |
|---|
| 1. Financial(1) | Adjusted Earnings per Share for Incentive Compensation | 32.5% | 29.3% | |
| Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation (in millions) | 32.5% | 38.4% | |
| 2. Safety | DART (Days Away, Restricted, or Transferred Rate) | 6.250% | 12.5% | 0.0% |
| PVAR (Preventable Vehicle Accident Rate) | 3.125% | 6.3% | |
| Percent of Potential Severe Injury or Fatality (PSIF) Incidents Investigated with Plans on Track | 3.125% | 3.1% | |
| 3. Operations | SAIDI (System Average Interruption Duration Index) | 3.750% | 7.5% | 4.7% |
| SAIFI (System Average Interruption Frequency Index) | 3.750% | 3.0% | |
| Unplanned Commercial Availability Factor | | 7.5% | 0.0% | |
| 4. Customer Experience | J.D. Power: Residential Customer Satisfaction | 2.250% | 7.5% | 0.0% |
| Call Center Survey | 2.650% | 2.2% | |
| Business Customer Satisfaction Surveys | 2.650% | 4.6% | |
| 91.5% | |
| Modifiers | |
| Committee discretionary adjustment | +/-10% | No modifications were applied in 2024 |
| (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. |
Our weighted payout for 2024 was 91.5% of target. Based on this performance, the following cash awards were paid to our NEOs. Mr. Bryant did not receive an annual incentive award bonus due to his termination without Cause effective December 31, 2024. Mr. Andrews did not receive an annual incentive award bonus because of his resignation from the Company in June 2024. See “Note Regarding Transitions” on page 37 for additional information.
| Name | Base Salary | 2024 Incentive Award at Target (Percent of Annual Base Salary) | 2024 Actual Award as a Percent of Target Bonus | 2024 Actual Award Paid ($) |
|---|
| Mr. Campbell | $1,056,000 | 125% | 91.5% | $1,207,800 |
| Mr. Buckler | $660,000 | 80% | 91.5% | $483,120 |
| Mr. Caisley(1) | $575,000 | 70% | 91.5% | $334,548 |
| Ms. Humphrey | $547,500 | 65% | 91.5% | $325,649 |
| Mr. Ley | $344,000 | 50% | 91.5% | $157,380 |
| (1) | In October 2024, Mr. Caisley’s base salary was increased to $575,000 and his annual cash incentive target was increased to 70% of salary in connection with his promotion to Executive Vice President. The annual cash incentive payout amount is prorated as a result. |
Executive Summary of Compensation Matters | Evergy 2025 Proxy Statement 35
| • | Long-Term Incentive Awards Weighted to Performance-Based Vehicles. For the 2024 annual grant, we granted long-term incentive awards in the form of restricted stock units (“RSUs”) that will, subject to continued employment, “cliff” vest 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: |
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| (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); |
| (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 |
| (3) | an environmental measure based on adding renewable energy generation (6.7% of performance-based weighting). |
The 2024 annual grant values for our NEOs are summarized below. Mr. Buckler does not appear in the following table because his employment start date was after the annual grant date.
| Name | 2024 Time-Based RSUs | 2024 Performance-Based RSUs (Target) |
|---|
| Mr. Campbell | $1,259,280 | $3,777,840 |
| Mr. Andrews(1) | $393,719 | $1,181,156 |
| Mr. Ley | $62,350 | $187,050 |
| Mr. Bryant | $346,688 | $1,040,063 |
| Mr. Caisley | $218,000 | $654,000 |
| Ms. Humphrey | $208,734 | $626,203 |
| (1) | Mr. Andrews forfeited all unvested RSUs upon his resignation from the Company. |
Executive Summary of Compensation Matters | Evergy 2025 Proxy Statement 36
