Heather Humphrey
EvergyAbout Heather Humphrey
Heather A. Humphrey serves as Senior Vice President, General Counsel and Corporate Secretary at Evergy and was a named executive officer (NEO) for 2024 . The proxy does not disclose her age, education, or employment start date. Company performance context during her current tenure: 2024 GAAP net income was $873.5M with GAAP EPS of $3.79 (vs. 2023: $731.3M and $3.17), and the quarterly dividend was raised ~4% to $0.6675/share in November 2024 . Shareholders supported executive pay strongly, with ~96% say‑on‑pay approval for 2024 .
Past Roles
Not disclosed in the proxy or 8‑Ks reviewed.
External Roles
Not disclosed in the proxy or 8‑Ks reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $541,000 | $547,500 |
| Target AIP (% of Salary) | 65% | 65% |
| AIP Payout (% of Target) | 107.9% | 91.5% |
| AIP Paid ($) | $379,484 | $325,649 |
| Perquisites & Other ($) | $79,685 | $79,224 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 scorecard and results
| Objective | Measure | Weight | 2024 Result | Weighted Payout |
|---|---|---|---|---|
| Financial | Adjusted EPS for Incentive Compensation | 32.5% | $3.79 | 29.3% |
| Financial | Adjusted NFOM O&M for Incentive Compensation | 32.5% | $930.1M | 38.4% |
| Safety | DART | 6.25% | 1.14 | 0.0% |
| Safety | PVAR | 3.125% | 0.61 | 6.3% |
| Safety | PSIF Investigations On Track | 3.125% | 100% | 3.1% |
| Operations | SAIDI (minutes) | 7.5% | 96 | 4.7% |
| Operations | SAIFI (events) | 3.75% | 1.03 | 3.0% |
| Operations | Unplanned Commercial Availability | 7.5% | 88% | 0.0% |
| Customer | J.D. Power Residential CS | 2.25% | 0.61 (relative metric) | 0.0% |
| Customer | Call Center Survey (1–5) | 2.625% | 4.22 | 2.2% |
| Customer | Business Customer Satisfaction (%) | 2.625% | 96.2% | 4.6% |
| Total | 100% | 91.5% |
AIP payout for Humphrey (65% target of salary) was 91.5% of target, equating to $325,649 .
Long‑Term Incentives (LTI)
- Program design: 25% time‑based RSUs (3‑year cliff), 75% performance‑based RSUs (3‑year) tied to relative TSR vs. EEI Index (60%), 3‑yr cumulative adjusted EPS (33.3%), and an environmental capacity addition metric (6.7%). Relative TSR payouts are capped at 100% if absolute TSR is negative .
| Grant Year | Time‑Based RSUs ($) | Performance RSUs – Target ($) |
|---|---|---|
| 2023 | $202,875 | $608,625 |
| 2024 | $208,734 | $626,203 |
2024 Stock Vesting Realized
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 13,530 |
| Value Realized on Vesting ($) | $687,002 |
| Note | 2021 RSUs cliff vested Dec 15, 2024 |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other executive officers and vice presidents 2x–3x base salary; “no short selling, hedging or pledging” for all employees and directors .
- Beneficial ownership as of March 4, 2025:
| Holder | Beneficially Owned Shares (#) | Share Equivalents to be Settled in Stock (#) | Total Share Interest (#) | % of Class |
|---|---|---|---|---|
| Heather A. Humphrey | 39,788 | 12,049 | 51,837 | <1% |
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Outstanding unvested awards and vesting schedule (time‑based RSUs): | Grant Date | Vest Date | Unvested Shares (#) | |---|---|---:| | Mar 1, 2022 | Mar 1, 2025 | 1,727 | | Mar 1, 2022 | Mar 1, 2025 | 3,584 | | Mar 1, 2023 | Mar 1, 2026 | 3,628 | | Mar 1, 2024 | Mar 1, 2027 | 4,381 |
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Year‑end 2024 snapshot:
- Time‑based RSUs unvested: 13,321; Market value: $819,904 (at $61.55) .
- Performance‑based RSUs at target (unearned): 22,502; Payout value contingent on performance .
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Deferred Compensation (DCP): | Year | Exec Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Withdrawals ($) | Balance at FYE ($) | |---|---:|---:|---:|---:|---:| | 2023 | 54,096 | 36,555 | 21,810 | (214,359) | 498,045 | | 2024 | 120,826 | 34,919 | 19,879 | (206,890) | 466,779 |
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Pension and SERP: | Plan | Credited Service (Years) | PV of Accumulated Benefit ($) | |---|---:|---:| | Evergy Retirement Plan | 17.9 | $603,808 | | KCP&L SERP | 17.9 | $696,088 |
Employment Terms
- No employment agreement; at‑will employment; clawback policy; no stock options; no tax gross‑ups in CIC arrangements .
- Hedging/Pledging: Prohibited for all employees and directors .
- Change‑in‑Control (CIC) – Double‑trigger framework with restrictive covenants; benefits include 2x salary and 2x average bonus for executives, accelerated equity vesting, benefit continuation; no excise tax gross‑up .
Potential payments upon CIC termination (assuming 12/31/2024 event):
| Component | Humphrey ($) |
|---|---|
| 2x Salary | 1,095,000 |
| 2x Bonus | 859,065 |
| Annual Bonus | 355,875 |
| Retirement Benefit Enhancement | 796,929 |
| Performance Share Vesting | 2,088,181 |
| Restricted Stock Vesting | 713,607 |
| Health & Welfare | 76,804 |
| Accrued Vacation | 12,108 |
| Total | 5,997,569 |
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Executive Severance Plan (non‑CIC) – termination without Cause: | Component | Humphrey ($) | |---|---:| | Salary | 547,500 | | Bonus (Target) | 355,875 | | Annual Bonus (pro‑rata at target) | 355,875 | | Performance Share Unit Vesting (pro‑rata at target) | 1,141,077 | | Restricted Stock Vesting (pro‑rata) | 420,303 | | COBRA (cash equivalent) | 26,951 | | Accrued Vacation | 12,108 | | Outplacement | 25,000 | | Total | 2,884,689 |
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AIP Metric Design and Weighting Signal
- Heavy focus on EPS and Adjusted NFOM (65% combined), with operational reliability, safety, and customer experience rounding out the balance .
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Compensation Peer Group (for benchmarking executive pay): Alliant, Ameren, Black Hills, CenterPoint, CMS, DTE, Entergy, Eversource, NiSource, OGE, Pinnacle West, Portland General, PPL, WEC, Xcel .
Investment Implications
- Pay‑for‑Performance alignment: 75% of LTI is performance‑based and tied primarily to relative TSR and multi‑year adjusted EPS, aligning Humphrey’s equity with shareholder returns and earnings delivery; negative absolute TSR caps TSR payout at 100%, reducing windfalls in down markets .
- Cost and earnings discipline: AIP places 65% weight on EPS and Adjusted NFOM, incentivizing profitability and cost control—this can be supportive for margins but may tighten O&M budgets in challenging years .
- Upcoming vesting supply: Time‑based RSUs cliff‑vesting each March (2025–2027) and unearned PSUs may create episodic insider share supply around vest dates; 2024 vesting saw 13,530 shares delivered to Humphrey .
- Alignment safeguards: Prohibitions on hedging/pledging and a formal clawback reduce misalignment/agency risk; no executive employment agreements or option repricing; double‑trigger CIC with no tax gross‑ups is shareholder‑friendly .
- Retention/CIC risk‑reward: Humphrey’s CIC package (~$6.0M modeled) balances retention with shareholder protections (double‑trigger, covenants), while non‑CIC severance terms provide moderate support in normal transitions .
Note: The proxy does not disclose individual 10b5‑1 trading plans, pledging by name (company‑wide prohibition applies), or detailed executive biography (education/age/start date). Consider reviewing recent Form 4s for transaction cadence and any plan adoptions; not included in the proxy sources cited here.