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Evergy, Inc.

For the period ended May 6, 2025. Filed Mar 27, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 27, 2025

EVRG$87.54+0.1%Stored close · as of Nov 6, 2026
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Board Structure

Leadership. The Board uses a Lead Independent Director plus a combined Chairman of the Board (the “Chair”) and Chief Executive Officer (“CEO”) structure. Mr. Isaac serves as Lead Independent Director and Mr. Campbell, President and CEO, serves as the Chair. The Board has delegated some oversight, monitoring, and other responsibilities to its standing committees, as described in the Company’s By-laws and in the applicable committee charters, subject to the Board’s continuing general oversight and monitoring. The chairs of the standing committees are independent members of the Board.

The Board believes that this structure has been and continues to be an appropriate corporate governance structure for the Company. However, the Board believes it is important to maintain flexibility to separate the roles in the future if it determines that a different Board structure would be in the long-term interests of our shareholders.

As implemented by the Company, the combined Chair and CEO role focuses on the accountability and responsibility of achieving the Company’s objectives, and the Lead Independent Director role provides the independent members of the Board with effective Board leadership, oversight, and monitoring of the Company and its management. The Board believes that the CEO is well-positioned to lead discussions regarding the Company’s strategy. Moreover, the CEO’s operating knowledge of the Company and regular interactions with management provide him with the ability to highlight significant issues for Board consideration.

Chairman of the Board Responsibilities

The Chair is responsible for presiding over all Board meetings and all executive sessions of the Board that include only non-management directors at which he or she is present. The Chair may also call special meetings of the Board or shareholders, and presides over the Company’s shareholder meetings.

The Chair approves Board meeting agendas and reflects input, if any, of the Lead Independent Director. The Chair also discusses the quality, quantity, and timeliness of the flow of information communicated from management to the Board. The Chair also serves as the principal liaison between management and the Board.

The Chair is also available for discussion with individual directors regarding key issues, individual director performance or any other matters relating to effectiveness of the Board. The Chair may also interface from time to time with the public, including shareholders.

Working with the Nominating, Governance, and Sustainability Committee and the Lead Independent Director, the Chair is also responsible for interviewing all potential new candidates and recommending new candidates for the Board. Among these other duties, the Chair is also responsible for helping to set the tone for ethics and integrity at Evergy.

Lead Independent Director Responsibilities

The Lead Independent Director is responsible for developing agendas for executive sessions of independent directors and calling and presiding over the same. The Lead Independent Director also serves as a liaison between the Chair and the independent directors, reviews meeting agendas and reviews meeting schedules.

The Board appoints a Lead Independent Director to ensure that Evergy’s independent directors are represented and have formal mechanisms in place to exercise their governance role.

Independent Board. The Board has determined that 11 of the 12 nominees are independent.

Executive Sessions. Time is reserved on each Board meeting agenda for all directors to meet in executive session, with no members of management (other than the CEO) present, as well as periodically an executive session for independent directors only. Time is also reserved at each regular committee meeting for committee members to meet in executive session with no members of management present.

Meetings and Director Attendance. The Board held four meetings in 2024. Each incumbent director nominee attended greater than 75% of the aggregate number of meetings of the Board and committees on which he or she served during 2024 (or portion of 2024 during which he or she served as a director or committee member).

Committees. We have a robust committee structure, with five standing committees.

Corporate Governance Matters | Board Structure | Evergy 2025 Proxy Statement 22

Each committee is led by an independent director. In addition, four of the standing committees, including all committees required by Nasdaq standards, consist solely of independent directors.

Each standing committee is governed by a committee charter that enumerates the committee’s responsibilities. Each charter is reviewed at least annually and is available on the Company’s investor relations website atinvestors.evergy.com.

Corporate Governance Matters | Board Structure | Evergy 2025 Proxy Statement 23

Audit Committee6 Meetings in 2024 100% Attendance
Members:* Mr. Keglevic (Chair) Mr. Hyde* Ms. Murtlow* Mr. Scarola Mr. Sharma Mr. WilderPrimary responsibilities:
•Oversee the accounting and financial reporting processes, including all processes related to the integrity of Evergy’s financial statements, including internal control over financial reporting as well as the reporting on ESG matters
•Oversee the independent auditor and the internal audit services department
•Oversee enterprise risk management
•Oversee the audits of Evergy’s financial statements and the preparation of all reports and other disclosures required of the Audit Committee by the SEC
•Review Evergy’s compliance with legal and regulatory requirements and its Code of Ethics

The Board has determined that (i) all members of the committee are independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) all members of the committee are financially literate under the Nasdaq listing standards; and (iii) Mr. Keglevic, Mr. Sharma, and Mr. Wilder are “audit committee financial experts” within the meaning of SEC regulations. No member of the committee serves on the audit committee of more than three public companies.

*Mr. Hyde served on the committee in 2024 but did not stand for re-election at the 2024 annual meeting of shareholders. Effective May 8, 2024, in connection with the Board’s annual reassessment of committee appointments, Ms. Murtlow was appointed to the Nominating, Governance, and Sustainability Committee and no longer served on the Audit Committee, and the Board appointed Messrs. Scarola and Wilder to the Audit Committee.
Compensation and Leadership Development Committee5 Meetings in 2024 95% Attendance
Members: Ms. Lawrence (Chair) Mr. Isaac Sen. Landrieu Ms. PricePrimary responsibilities:
•Oversee alignment of compensation philosophy with shareholder interests
•Evaluate, and recommend for approval by the non-management members of the Board, CEO compensation
•Approve NEO compensation (other than the CEO)
•Advise the CEO on compensation for other officers
•Oversee human capital resources
•Review the culture of Evergy
•Review the effectiveness of Company culture and engagement programs
•Review whether our compensation program encourages excessive risk taking

The Board has determined that each member of the committee is independent under the Nasdaq listing standards and Rule 10C-1(b)(1) under the Exchange Act, including the enhanced independence standards for members of the compensation committee and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Finance Committee4 Meetings in 2024 94% Attendance
Members:* Mr. Wilder (Chair) Mr. Campbell Mr. Isaac* Mr. Keglevic Sen. Landrieu* Mr. Rolph Mr. SharmaPrimary responsibilities:
•Assist the Board with the management and review of matters relating to the financial condition and financing plans of Evergy
•Review Evergy’s financial and regulatory strategies
•Review Evergy’s capital requirements, capital structure and capital allocation
•Review Evergy’s annual budget
•Review risks and mitigation strategies related to budgeting, financing, credit exposures and energy trading and marketing
•Review Evergy’s investor relations program
•Oversee corporate insurance, and employee benefits and nuclear decommissioning trusts
•Review Evergy’s tax strategy and treasury practices, and related risks
•Review key performance indicators

Corporate Governance Matters | Board Structure | Evergy 2025 Proxy Statement 24

The Board has determined that each member of the committee, other than Mr. Campbell, is independent under the Nasdaq listing standards. The Board determined that having Mr. Campbell on the committee is proper and beneficial due to his extensive financial experience.

*Effective May 8, 2024, in connection with the Board’s annual reassessment of committee appointments, Sen. Landrieu was appointed to the Nominating, Governance, and Sustainability Committee and no longer served on the Finance Committee, Mr. Isaac was appointed to the Nominating, Governance, and Sustainability Committee and no longer served on the Finance Committee, the Board appointed Mr. Sharma to the Finance Committee. Mr. Rolph was appointed to the Board effective January 1, 2025 and was appointed to serve on the Finance Committee effective as of that date.
Nominating, Governance, and Sustainability Committee5 Meetings in 2024 100% Attendance
Members:* Ms. Price (Chair) Mr. Hyde* Mr. Isaac Sen. Landrieu Ms. Lawrence* Ms. MurtlowPrimary responsibilities:
•Identify and recommend nominees for election to our Board
•Oversee compliance with corporate governance principles and practices
•Oversee the evaluation of the Board and each committee
•Review Evergy’s corporate responsibility activities and review, and recommend to the Board Evergy political expenditures
•Review effectiveness of Evergy’s ESG programs
•Oversee and set compensation for members of the Board

The Board has determined that each member of the committee is independent under the Nasdaq listing standards.

*Mr. Hyde served on the committee in 2024 but did not stand for re-election at the 2024 annual meeting of shareholders. Effective May 8, 2024, in connection with the Board’s annual reassessment of committee appointments, Ms. Lawrence was appointed to the Operations Committee and no longer served on the Nominating, Governance, and Sustainability Committee, the Board appointed Mr. Isaac, Sen. Landrieu, and Ms. Murtlow to the Nominating, Governance, and Sustainability Committee; and the size of the Nominating, Governance, and Sustainability Committee was increased from three to four.
Operations Committee6 Meetings in 2024 2 Nuclear, Power Supply, and Environmental 2 Safety and Power Delivery 2 Operations 100% Attendance

Effective May 8, 2024, the Board combined the Nuclear, Power Supply, and Environmental Committee and the Safety and Power Delivery Committee, into a single “Operations Committee” of the Board. The Nuclear, Power Supply, and Environmental Committee and the Safety and Power Delivery Committee each met two times in 2024 prior to May 8, 2024 with 100% committee member attendance. The Operations Committee met two times in 2024 subsequent to May 8, 2024.

Members:* Ms. Murtlow (Co-Chair) Mr. Scarola (Co-Chair) Mr. Hyde* Mr. Isaac Sen. Landrieu Ms. Lawrence Mr. Newton Mr. Ruelle* Mr. Sharma Mr. Wilder*Primary responsibilities:
•Advise and assist the Board in oversight of Evergy’s operations and operational risks, including the operations of Wolf Creek and other power generation resources, power transmission and delivery, safety and physical security, information technology functions (including cybersecurity), and customer service
•Oversee environmental compliance and required SEC reporting of greenhouse gas emissions and cybersecurity matters
•Advise and assist the Board in oversight of Evergy’s strategy and plans with respect to power supply, power delivery and customer service
•Review Evergy’s compliance with laws, regulations, and standards relating to Evergy’s operations
•Advise and assist the Board in oversight of Evergy’s safety, reliability, risks, and management mitigation activities related to Evergy’s operations

The Board has determined that each member of the committee is independent under the Nasdaq listing standards.

*Mr. Ruelle served on the Nuclear, Power Supply, and Environmental Committee and Mr. Hyde served on the Safety and Power Delivery Committee in 2024 but they did not stand for re-election at the 2024 annual meeting of shareholders. Effective May 8, 2024, in connection with the Board’s annual reassessment of committee appointments, Mr. Wilder was appointed to the Audit Committee and no longer served on the Safety and Power Delivery Committee, Ms. Murtlow and Mr. Scarola, formerly Chair of the Safety and Power Delivery Committee and Chair of the Nuclear, Power Supply, and Environmental Committee, respectively, were appointed as Co-Chairs of the Operations Committee, and Ms. Lawrence was appointed as a member of the Operations Committee. Mr. Newton was appointed to the Board effective October 15, 2024 and was appointed to serve on the Operations Committee effective as of that date.

Corporate Governance Matters | Board Structure | Evergy 2025 Proxy Statement 25

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