Ann Murtlow
EvergyAbout Ann D. Murtlow
Independent director of Evergy since 2013; age 64. Former CEO of United Way of Central Indiana and CEO/Director of Indianapolis Power & Light (IPALCO), with 24 years at AES Corporation across senior leadership roles. NACD Board Leadership Fellow and Certified Director; B.S. in Chemical Engineering from Lehigh University. Core credentials emphasize vertically integrated regulated utility operations including nuclear generation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AES Corporation | Vice President & Group Manager | 12+ years in senior roles | Led utility operations and management across AES |
| Indianapolis Power & Light / IPALCO | President, CEO & Director | Prior to 2013 | Oversight of regulated, vertically integrated utility operations |
| United Way of Central Indiana | President & CEO | 2013–2022 | Community impact focus; executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabash National Corporation (NYSE: WNC) | Director | Since 2013 | Chair, Nominating/Corporate Governance & Sustainability; Compensation Committee member |
| US Water Systems LLC (owns Central States Water Resources) | Director | Appointed 2024 | Board oversight in water/wastewater sector |
| First Internet Bancorp (NASDAQ: INBK) | Director | 2013–2020 | Board service at financial institution |
| Federal Reserve Bank of Chicago | Director | Prior | Board service (noted) |
| Herff Jones LLC | Director | Prior | Board service (noted) |
| AEGIS Insurance Services, Inc. | Director | Prior | Board service (noted) |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq and Evergy guidelines .
- Committee assignments (2024–2025): Nominating, Governance & Sustainability (member); Operations (Co‑Chair) .
- Committee transitions: Moved off Audit; appointed to NGS on May 8, 2024; named Co‑Chair of newly consolidated Operations Committee effective May 8, 2024 .
- Attendance: Board held 4 meetings in 2024; each incumbent director attended >75% of Board/committee meetings; NGS met 5 times with 100% attendance; Operations met 6 times (2 Nuclear, 2 Safety & Power Delivery pre‑consolidation, 2 Operations) with 100% attendance .
- Executive sessions and governance: Standing executive sessions; majority voting policy; proxy access; shareholder right to call special meetings; annual self‑assessments .
Committee Meetings & Attendance (2024)
| Committee | Meetings | Attendance | Notes |
|---|---|---|---|
| Nominating, Governance & Sustainability | 5 | 100% | Murtlow member since May 8, 2024 |
| Operations (post consolidation) | 2 (of 6 total committee sessions in 2024) | 100% | Co‑Chair; overall committee activity spanned 6 sessions across subcommittees and consolidated committee |
| Board of Directors | 4 | >75% (each incumbent) | Aggregate disclosure for incumbents |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Paid quarterly |
| Committee chair fee (Operations Co‑Chair) | $20,000 | Paid quarterly; post consolidation |
| Fees earned or paid in cash (actual) | $135,000 | 2024 total cash paid to Murtlow |
| Equity retainer (annual common stock/DSUs) | $155,361 | Aggregate grant‑date fair value; granted first business day post annual meeting (May 8, 2024) |
| All other compensation | $0 | No perqs >$10,000; charitable match not reported for Murtlow |
| Total 2024 compensation | $290,361 | Cash + stock awards |
Additional program features:
- Directors may elect to defer cash retainers and/or equity into DSUs under the LTIP; DSUs accrue dividend equivalents and settle after board service ends .
- No options or meeting fees for directors in 2024 .
Performance Compensation (Director)
- Evergy does not use performance‑based equity (e.g., PSUs/options) for non‑employee directors; the annual equity retainer is time‑based common stock or DSUs granted post annual meeting (May 8, 2024) .
- Clawback policy is in place at the company level; hedging, short selling, and pledging are prohibited for directors .
Other Directorships & Interlocks
| Company | Sector Overlap/Notes | Potential Interlock Risk |
|---|---|---|
| Wabash National (industrial manufacturing) | No disclosed EVRG transactions | None disclosed; no Item 404 related party transactions |
| US Water Systems LLC (water/wastewater) | Adjacent regulated sector expertise | None disclosed; no Item 404 related party transactions |
Expertise & Qualifications
- Utility operations and nuclear generation oversight; risk management; federal/state regulation and compliance; ESG leadership .
- Board core competencies matrix identifies Murtlow with high experience in Strategy Development, Regulation & Compliance, Alignment of Culture/Compensation, Accounting/Finance, Risk Management, Operational Oversight, Community & Political Relations, and ESG; “Customer Experience” not marked at high level in matrix .
Equity Ownership
| Holder | Beneficially Owned Shares (#) | Share Equivalents to be Settled in Stock (#) | Total Share Interest (#) | % of Class |
|---|---|---|---|---|
| Ann D. Murtlow | 2,847 | 24,187 | 27,034 | <1% |
- Ownership guidelines: Non‑employee directors must hold Evergy stock equal to 5x annual cash retainer within 5 years; all directors are in compliance as of 12/31/2024 .
- Hedging/pledging prohibited; no short selling allowed .
Governance Assessment
- Strengths: Independent status; sustained committee leadership (Operations Co‑Chair) with full committee attendance; NGS membership (oversight of governance, ESG, political spending) indicates active engagement; director compensation aligned with peer medians and balanced cash/equity mix; strong stock ownership alignment and prohibited hedging/pledging .
- Signals of board effectiveness: Consolidation of safety and nuclear oversight into Operations Committee with Murtlow as Co‑Chair enhances integrated operational risk oversight; 100% committee attendance supports engagement quality .
- Conflicts/related‑party exposure: Board determined independence and reported no related party transactions requiring disclosure since beginning of FY2024; charitable and ordinary‑course transactions reviewed were immaterial .
- Shareholder confidence context: 2024 say‑on‑pay received ~96% approval, signaling broader support for compensation governance (NEO program) .