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 (2024, 2023, 2022, 2021, and 2020).
| · Value of initial Fixed $100 Investment based on: |
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| Year | Summary Compensation Table Total Compensation for CEO-1 (David Campbell)(1) ($) | 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) ($) | Evergy’s Cumulative TSR(7) ($) | Peer Group TSR(8) ($) | Net Income(9) ($) | Relative Total Shareholder Return Rank(10) |
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| 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 | 93 | 114 | 743,600,000 | 27th percentile rank |
| 2022 | 6,888,316 | 5,917,556 | | 2,330,857 | 1,572,392 | 108 | 127 | 765,000,000 | 14th percentile rank |
| 2021 | 11,138,082 | 14,514,047 | 120,175 | (2,145,521) | 3,462,946 | 4,230,234 | 113 | 125 | 891,900,000 | 86th percentile rank |
| 2020 | | 8,999,456 | 5,338,893 | 2,710,599 | 1,873,812 | 88 | 103 | 630,000,000 | 47th percentile rank |
| (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. |
| (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 each year during which he served as Chief Executive Officer. |
| (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) 2024: Mr. Andrews, Mr. Bryant, Mr. Buckler, Mr. Caisley, Ms. Humphrey, and Mr. Ley; (ii) 2023: Mr. Andrews, Mr. Bryant, Mr. Caisley, and Ms. Humphrey; (iii) 2022: Mr. Andrews, Mr. Bryant, Mr. Caisley, Ms. Humphrey, and Greg Greenwood, former Executive Vice President and Chief Strategy Officer; (iv) 2021: Mr. Andrews, Mr. Bryant, Mr. Caisley, Mr. Greenwood, and Tony Somma, former Executive Vice President and Chief Financial Officer; and (v) 2020: Mr. Bryant, Mr. Greenwood, Ms. Humphrey, and Mr. Somma. |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 67
| (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): |
| Average Other NEOs · CEO-1 (Campbell) |
|---|
| Reported Summary Compensation Table Totals | 2,459,149 | 7,257,862 |
| Calculations/Adjustments |
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| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable fiscal year (“FY”) | (1,433,663) | (4,929,101) |
| 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 | (39,972) | 0 |
| Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | 1,212,286 | 7,135,596 |
| Increase based on ASC 718 for the Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY | 20,568 | 0 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | 30,762 | 612,579 |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY | (3,154) | (199,599) |
| Deduction based on ASC 718 Fair Value for Awards Granted during Prior FY that were Forfeited during Applicable FY | (315,664) | 0 |
| Increase for Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 29,373 | 156,716 |
| 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 | 51,942 | 0 |
| Total Adjustments per Fiscal Year | (447,521) | 2,776,190 |
| Compensation Actually Paid per Fiscal Year | 2,011,629 | 10,034,052 |
| (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: |
| Expected Stock Price Volatility · Dividend Yield · Risk-Free Interest Rate |
|---|
| 2019 grant | 49% | 3.86% | 0.10% |
| 2020 grant | 36% | 3.86% | 0.13% |
| Expected Stock Price Volatility · Dividend Yield · Risk-Free Interest Rate |
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| 2020 grant | 18% | 3.34% | 0.39% |
| 2021 grant | 37% | 3.34% | 0.73% |
| Expected Stock Price Volatility · Dividend Yield · Risk-Free Interest Rate |
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| 2021 grant | 23% | 3.90% | 4.68% |
| 2022 grant | 21% | 3.90% | 4.35% |
| Expected Stock Price Volatility · Dividend Yield · Risk-Free Interest Rate |
|---|
| 2022 grant | 21% | 4.93% | 4.71% |
| 2023 grant | 22% | 4.93% | 4.15% |
| Expected Stock Price Volatility · Dividend Yield · Risk-Free Interest Rate |
|---|
| 2023 grant | 16% | 4.35% | 4.11% |
| 2024 grant | 19% | 4.35% | 4.21% |
| (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. |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 68
| (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. |
| (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. |
| (9) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (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. |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 69
Financial Performance Measures
As described in more detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay for performance philosophy. The metrics that the Company uses for both AIP and LTIP awards are selected to support achievement of our business strategy without encouraging excessive risk-taking. Pay for performance is one of the primary objectives of our compensation program. The most important financial measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
| • | TSR versus companies in the EEI Index |
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| • | Adjusted EPS for Incentive Compensation |
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| • | Adjusted NFOM Expense for Incentive Compensation |
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| • | Three Year Cumulative Adjusted EPS |
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In addition, the Company considers additional non-financial measures, including those relating to safety, operations, customer experience, environmental factors, and employee culture and engagement. These measures are intended to support our short- and long-term strategic plans and align with the creation of shareholder value. See “Compensation Discussion and Analysis” for a description of these measures.
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:
| 1. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s cumulative TSR. |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 70
| 2. | The following graph compares the Company’s TSR versus the peer group’s cumulative TSR. |
| 3. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s net income. |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 71
| 4. | The following graph compares the CEOs’ and average other NEOs’ compensation actually paid versus the Company’s Relative TSR Rank (Company selected measure). |
Executive Compensation | Executive Compensation Tables | Evergy 2025 Proxy Statement 72
