Evergy, Inc.
For the period ended May 6, 2025. Filed Mar 27, 2025.
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May 6, 2025 · Filed Mar 27, 2025
Contents
Proxy Statement Summary and Highlights
About Evergy
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 2024 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.
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 2
2024 Highlights
Continuing to Advance Our Strategy. Evergy’s mission is to empower a better future, and our vision is to lead the responsible energy transition and provide affordable, reliable, and sustainable service to our customers and communities. In 2024, through teamwork and dedication, we continued to deliver on our strategic plan and corporate initiatives to best position Evergy to seize potential growth and economic development opportunities in our region and also remain focused on consistently delivering against these strategic pillars.
| • | Affordability: We saw continued improvement in regional rate competitiveness, with retail rates increasing 6.8% in Kansas and 2.4% in Missouri on a cumulative basis since 2017(1), well below the average rate increases in regional peer states and inflation over the same time period. In 2024, we filed a rate case in Missouri that culminated in a unanimous settlement agreement that will allow us to recover investments made to support generation capacity and improve the grid in order to provide reliable power. |
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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 increased challenges and opportunities brought on by large-scale renewable resources and the retirement of older plants. |
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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 is largely driven by our need to construct new generation resources while continuing to modernize our grid. A significant portion of the capital expenditure plan increase will go towards generation investment. In 2024, we submitted requests to our regulators to approve the construction of 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 increased our distribution investment plan to further enhance our grid with projects that directly benefit our customers. Positioning Evergy to be able to make these capital investments and maintain a strong investment grade credit rating was a significant accomplishment in 2024, one that required constructive collaboration with all of our stakeholders. |
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Financial Performance.
| • | Earnings. Evergy’s 2024 earnings and diluted earnings per share (“EPS”), each calculated in accordance with generally accepted accounting principles (“GAAP”), were $873.5 million and $3.79, respectively, compared to $731.3 million and $3.17 in 2023. Evergy’s 2024 adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP) were $877.9 million and $3.81, respectively, compared to $815.6 million and $3.54 in 2023.(2) |
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| • | Dividend Growth. In November 2024, we increased our quarterly dividend by approximately 4.0% to $0.6675 per share, or $2.67 per share on an annualized basis, consistent with our dividend growth target and targeted payout ratio of 60% to 70%. |
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| (1) | Cumulative rate increase since the end of 2017 through the end of November 2024. Regional electric state data is sourced from the U.S. Energy Information Administration (EIA) and is comprised of revenues and sales for all sectors. 2024 data is based on a rolling 12-month average of total revenues and sales through the end of November 2024. |
| (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. |
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 3
Environmental, Social, and Governance
Evergy has achieved significant advancements in environmental, social, and governance (“ESG”) efforts and disclosures under the leadership and guidance of the Board and management. ESG highlights include:
| • | Emissions Reductions and Environmental Leadership. In 2024, Evergy achieved reductions of carbon dioxide (“CO2”) emissions from owned generation by 57%, and sulfur dioxide (“SO2”) and nitrogen oxide (“NOx”) emissions by 98% and 90%, respectively, compared to 2005 baseline numbers. Evergy is committed to participating in industry groups that assess real world applications of emerging technology that has the potential to cost-effectively reduce greenhouse gas (“GHG”) emissions. |
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| • | Generation Transition. Evergy now 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”), more than 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 has been expanding wind energy production in the Midwest for years. With the acquisition of the 199-megawatt Persimmon Creek Wind Farm in 2023, we now own or have under contract 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 owns or funds more than 75 solar projects in Kansas and Missouri. In 2024, approximately 10 megawatts of solar projects were put into service, bringing the total solar portfolio to over 45 megawatts. Looking forward to 2025 and 2026, Evergy plans to be involved in the construction of additional solar projects, including Evergy’s first utility-scale solar facilities, totaling approximately 450 megawatts and will continue preparations to accelerate solar build into the latter half of the decade as indicated in Evergy’s most recent annual IRP. |
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Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 4
| • | 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 Engagement. For 2024, Evergy’s corporate social impact strategy focused on environmental leadership and community vitality, which is in line with our strategic priorities below: |
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| • | Connecting our vulnerable customers to needed resources. Through Evergy’s two “Evergy Connect” walk-in facilities, our teams helped 36,000 customers, with face-to-face service, to secure resources needed for bill payment and energy savings. Additionally, Evergy's customer affairs team conducted or participated in 271 events to assist 33,000 customers with payment support and energy efficiency tools. These teams helped our customers secure just under $29 million in bill payment assistance funds. |
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In 2024 we launched two new assistance programs in Missouri. Evergy’s Critical Medical Needs program provides critical bill assistance to those facing traumatic medical issues, providing payment help and linking to other resources. Evergy’s Rehousing program helped our customers enter stable, affordable housing with bill arrearage assistance. Additionally in Kansas, we put in place Evergy Cares to provide gap bill assistance to our customers when normal Federal and state resources are not available.
| • | Improving the environment through community-based conservation and sustainability. In addition to providing $1.1 million toward conservation and sustainability efforts, Evergy’s Green Team completed 64 environmental projects in our service territory. |
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These Green Team projects focused on enhancing Missouri and Kansas riverways, lowering urban heat through tree plantings and creating and installing important pollinator gardens in the region. These projects resulted in the planting of more than 1,300 trees and removal of over 10 tons of trash and debris from local rivers. Of the trees planted, 700 were placed to help lower the heat index along Kansas City's Independence Boulevard.
| • | ESG Reporting and Additional Information. For additional information about Evergy’s ESG efforts and reporting, please go to investors.evergy.com/sustainability where you will find links to Evergy’s Sustainability Report, Task Force on Climate-related Financial Disclosures (“TCFD”) Report, Sustainability Accounting Standards Board Report, Edison Electric Institute (“EEI”) ESG Metrics, the 2024 CDP Questionnaire, and the 2024 IRP Update. For more information on Evergy’s policies and corporate governance and committee information, please go to: investors.evergy.com/sustainability/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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Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 5
| Governance Highlights | ||||
| Topic | Feature | |||
| Shareholder Empowerment | ✔ | Annual election of directors | ||
| ✔ | 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 | |||
| ✔ | All Board members re-elected annually; no staggered terms | |||
| ✔ | 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 GHG Emission Reduction | ✔ | Board review of ESG matters | ||
| ✔ | Carbon dioxide equivalent (“CO2e”) emission goal of net-zero for scope 1 and 2, by 2045, assuming key technology, policy, regulatory, and other external enablers are in place | |||
| ✔ | Over half of power generated from non-CO2 emitting sources in 2024 (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 | |||
2024 Leadership Succession and Named Executive Officers
Kirkland B. Andrews resigned as Executive Vice President and Chief Financial Officer of Evergy effective June 21, 2024. Evergy appointed Geoffrey T. Ley as Vice President, Acting Chief Financial Officer and Treasurer and designated him as Evergy’s principal financial officer effective June 21, 2024.
The Company appointed W. Bryan Buckler to serve as Evergy’s Executive Vice President and Chief Financial Officer effective October 1, 2024. In connection with the appointment of Mr. Buckler, Mr. Ley reassumed his prior position of Vice President, Corporate Planning and Treasurer.
Because each of Messrs. Andrews, Ley, and Buckler served as Evergy’s Chief Financial Officer during 2024, they all appear in this proxy statement as named executive officers (also referred to as “NEO” or “NEOs”).
Accordingly, our named executive officers for 2024 are David A. Campbell, Kirkland B. Andrews, Geoffrey T. Ley, W. Bryan Buckler, Kevin E. Bryant, Charles A. Caisley, and Heather A. Humphrey.
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 6
Board Refreshment
Following the retirements of Mark A. Ruelle and Thomas D. Hyde from Evergy’s Board in May 2024, Evergy added Dean A. Newton and Jonathan D. Rolph to the Board in October 2024 and January 2025, respectively. Each of them brings important insight as Evergy navigates significant growth and change in the energy sector and helps Evergy maximize opportunities for economic development and civic engagement in our service territory. Messrs. Newton and Rolph are both well-known and well-respected business and civic leaders in our region. Their addition to the Board reflects Evergy’s commitment to board refreshment and regional expertise and perspectives.
Board Nominee Metrics
Each of our director nominees exhibits practical wisdom, sound judgement, and financial acumen. Based on their breadth 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.”
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 7
Director Nominees
| Director Nominees | Principal Occupation | Age | Director Since | A | CLD | F | NGS | O |
|---|---|---|---|---|---|---|---|---|
| David A. Campbell | Chairman, President, and Chief Executive Officer, Evergy, Inc. | 56 | 2021 | ✔ | ||||
| B. Anthony Isaac Independent* | Former Senior Vice President and Head of Select Service Strategy and Development, Hyatt Hotels Corporation | 72 | 2003 | ✔ | ✔ | ✔ | ||
| Paul M. Keglevic Independent | Former Chief Executive Officer and Executive Vice President, Chief Financial Officer and Chief Risk Officer, Energy Future Holdings, Inc. | 71 | 2020 | Chair | ✔ | |||
| Mary L. Landrieu Independent | Former U.S. Senator for Louisiana and Senior Policy Advisor at Van Ness Feldman LLP | 69 | 2021 | ✔ | ✔ | ✔ | ||
| Sandra A.J. Lawrence Independent | Former Executive Vice President and Chief Administrative Officer, Children’s Mercy Hospital | 67 | 2004 | Chair | ✔ | |||
| Ann D. Murtlow Independent | Former President and Chief Executive Officer, United Way of Central Indiana and Former Chief Executive Officer and Director of Indianapolis Power & Light Company | 64 | 2013 | ✔ | Co-Chair | |||
| Dean A. Newton Independent | President and Chief Executive Officer, Delta Dental of Kansas, Inc. | 54 | 2024 | ✔ | ||||
| Sandra J. Price Independent | Former Senior Vice President, Human Resources, Sprint Corporation | 66 | 2016 | ✔ | Chair | |||
| Jonathan D. RolphIndependent | Chief Executive Officer of Thrive Restaurant Group | 45 | 2025 | ✔ | ||||
| James Scarola Independent | Former Senior Vice President and Chief Nuclear Officer, Duke/Progress Energy | 69 | 2022 | ✔ | Co-Chair | |||
| Neal A. Sharma Independent | Former Chief Executive Officer, Digital Evolution Group | 48 | 2023 | ✔ | ✔ | ✔ | ||
| C. John Wilder Independent | Executive Chairman of Bluescape Energy Partners, LLC | 67 | 2021 | ✔ | Chair | |||
| * | Lead Independent Director |
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| A | Audit Committee |
| CLD | Compensation and Leadership Development Committee |
| F | Finance Committee |
| NGS | Nominating, Governance, and Sustainability Committee |
| O | Operations Committee |
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 8
Executive Compensation Highlights
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:
| ✔ | 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” |
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 9
Voting Matters Roadmap
| Agenda Item · Board Recommendation · Page | |||
|---|---|---|---|
| 1: | Elect the nominees named in the proxy statement as directors | FOR each nominee | 11 |
| 2: | Approve the 2024 compensation of our named executive officers on an advisory non-binding basis | FOR | 33 |
| 3: | Resolution setting the frequency of future advisory votes considering the compensation of our named executive officers | EVERY ONE YEAR | 74 |
| 4: | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 | FOR | 75 |
Proxy Statement Summary and Highlights | Evergy 2025 Proxy Statement 10
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.