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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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Stakeholder-Focused Modifications to 2025 Compensation Program

The goals and targets for our 2024 executive incentive plans are aligned with our strategic business plan. In 2025, we are amending several of our AIP metrics as follows:

•Financial: Increased weighting on EPS and reduced weighting on Adjusted NFOM (Non-Fuel Operating and Maintenance Expense) for Incentive Compensation
•Operations: (a) Consolidating the reliability measures by removing SAIFI and keeping SAIDI and (b) replacing Unplanned Commercial Availability with Seasonal Equivalent Forced Outage Rate (EFOR’d)
•Customer Experience: Removing J.D. Power Residential Customer Satisfaction measure and adding Intelligent Virtual Assistant (IVA) and Website (desktop and mobile) surveys to the Call Center surveys
•AIP Modifiers: Removing the diversity, equity, and inclusion modifier due to advancement of the Company's objectives and confidence in the ongoing momentum of these initiatives

The Safety and Financial metrics remain unchanged.

Note Regarding Transitions

CFO Transition

On June 10, 2024, Evergy announced that Mr. Andrews resigned as Executive Vice President and Chief Financial Officer of Evergy effective on June 21, 2024. Mr. Andrews decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. As part of Mr. Andrews’ termination, consistent with the terms of the applicable award agreements in connection with his resignation, Mr. Andrews forfeited all of his outstanding unvested RSU grants and did not receive any cash payment in lieu of forfeited equity awards.

Mr. Ley was appointed Vice President, Acting Chief Financial Officer and Treasurer and the Company designated him as Evergy’s acting principal financial officer, effective on June 21, 2024, while the Company conducted an internal and external search to fill the role.

In connection with Mr. Ley’s appointment as Acting Chief Financial Officer and Treasurer, he continued to receive his annual base salary of $344,000 and continued to participate in Evergy’s AIP, with a target award equal to 50% of his base salary, and in the Evergy LTIP, with a target grant date award equal to 72.5% of his base salary. Mr. Ley was awarded additional compensation in recognition of his role as Acting Chief Financial Officer and Treasurer as follows: (i) a cash retention bonus in the amount of $50,000 paid to him following his appointment; (ii) a cash retention bonus of $175,000 payable if he remains continuously employed through March 15, 2025; and (iii) an award of RSUs with an aggregate value of $250,000 under the Evergy LTIP that vests in equal installments over three years on the first, second, and third anniversaries of the grant date.

As a current officer of Evergy, Mr. Ley is already party to standard forms of the Company’s amended and restated change-in-control severance agreement, Executive Severance Plan, and indemnification agreement.

On August 26, 2024, Evergy announced the appointment of Mr. W. Bryan Buckler to serve as Evergy’s Executive Vice President and Chief Financial Officer effective on October 1, 2024. In connection with the appointment of Mr. Buckler, Mr. Ley reassumed his prior positions of Vice President, Corporate Planning and Treasurer. Mr. Buckler receives an annual base salary of $660,000 and will participate in Evergy’s AIP, with an initial target award equal to 80% of his base salary, and in Evergy’s LTIP, with an initial target grant date award equal to 225% of his base salary.

In addition, to compensate for forfeited compensation from his previous employer, Mr. Buckler was awarded (i) time-based RSUs with a grant date fair market value equal to $1.8 million, which units will vest in two equal installments on the first and second anniversaries of his start date, in accordance with Evergy’s standard time-based RSU agreement, and (ii) performance-based RSUs with a grant date fair market value equal to $1.2 million, which will vest according to Evergy’s standard performance-based RSU agreement and performance criteria for the performance period from January 1, 2024 to December 31, 2026.

Mr. Buckler entered into Evergy’s standard form of change-in-control severance agreement and Executive Severance Plan and is eligible to receive the severance benefits thereunder and is eligible to participate in Evergy’s general benefit plans (e.g., 401(k) plan and health and welfare plans), as well as Evergy’s nonqualified DCP.

Executive Summary of Compensation Matters | Evergy 2025 Proxy Statement 37

Mr. Buckler will also be reimbursed up to $100,000 for substantiated expenses related to housing in Kansas City and transportation to and from his primary residence and Kansas City from his employment start date to September 30, 2025.

Evergy also entered into an indemnification agreement with Mr. Buckler in the same form as has been entered into with other officers. The indemnification agreement provides indemnification to the extent allowed under Missouri law.

Since 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”).

Former COO Transition

On November 8, 2024, Evergy announced that Mr. Bryant’s role changed from Executive Vice President and Chief Operating Officer to Executive Vice President, Corporate Initiatives and that he would work directly with Mr. Campbell to provide input on Evergy’s strategy and operations until his departure from the Company on December 31, 2024.

On December 31, 2024, Mr. Bryant’s employment was terminated from Evergy without Cause and he is entitled to receive severance benefits pursuant to Evergy’s Executive Severance Plan (see “Executive Severance Plan” on page 50 for additional information).

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