John Wilder
About C. John Wilder
C. John Wilder, age 67, is an independent director of Evergy (EVRG) since 2021 and currently chairs the Board’s Finance Committee and serves on the Audit Committee. He is Executive Chairman of Bluescape Energy Partners and is recognized for turnaround leadership at TXU and board service at NRG Energy; he holds a B.S. in business administration (Southeast Missouri State University) and an MBA (University of Texas) . The Board has determined he is independent; Evergy’s governance framework includes executive sessions at each Board and committee meeting and a Lead Independent Director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TXU Corp. | Board Chairman and Chief Executive Officer | 2004–2007 | Led major turnaround; TXU delivered 65% annualized TSR during his leadership per biography . |
| Entergy Corp. | Chief Financial Officer | 1998–2004 | Senior financial leadership in regulated utility context . |
| NRG Energy, Inc. | Director | 2017–2018 | Board experience in competitive power markets . |
| Royal Dutch/Shell Group | Various; CEO of Shell Capital (London) | Earlier career | Built capital and investment expertise in energy . |
| Exco Resources, Inc. | Executive/Board roles (prior) | Not disclosed | Energy operating and governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bluescape Energy Partners, LLC | Executive Chairman | Since 2007 | Alternative investment firm focused on energy/utilities . |
| McCombs School of Business (UT Austin) | Advisory Board Member | Current | Academic advisory role . |
| A.B. Freeman School of Business (Tulane) | Advisory Board Member | Current | Academic advisory role . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board determined 11 of 12 nominees independent; CEO not independent) . |
| Committees | Finance (Chair); Audit (member); listed among Operations Committee members after 2024 committee consolidation . |
| Audit Committee financial expert | Identified as an “audit committee financial expert” alongside Keglevic and Sharma . |
| Committee attendance (2024) | Audit: 6 meetings, 100% committee attendance; Finance: 4 meetings, 94% committee attendance; Operations (combined mid-2024): 2 meetings, 100% committee attendance (committee-level) . |
| Board attendance (2024) | Board held four meetings; each incumbent nominee attended >75% of aggregate Board and committee meetings . |
| Board leadership | Lead Independent Director in place; combined Chair/CEO structure with regular executive sessions of independent directors . |
| Governance practices | Majority voting in uncontested elections; proxy access; no hedging/pledging; SEC-compliant clawback; robust stock ownership requirements . |
Fixed Compensation (Director)
| Component | 2024 Structure | 2024 Amount for C. John Wilder |
|---|---|---|
| Annual cash retainer | $115,000 (all directors) | $135,000 (includes $20,000 Finance Chair fee) |
| Committee chair fees | $20,000 per chair (Audit, Compensation & Leadership Development, Finance, Nominating/Governance/Sustainability, and pre-May 2024 operations committees) | Finance Committee Chair ($20,000) included above |
| Equity retainer | $155,000 in Evergy common stock; granted first business day after annual meeting (May 8, 2024) | Stock awards $155,361 (grant-date FV per ASC 718) |
| Other | Directors can defer cash/equity into DSUs; standard expense reimbursement; charitable match; D&O insurance; standard indemnification | No nonqualified deferred comp earnings reported for Wilder in 2024 |
| Total | — | $290,361 total 2024 director compensation |
Performance Compensation
- Director equity is delivered as common stock (not options) and may be deferred into DSUs; there are no performance metrics tied to non-employee director equity awards. DSUs accrue dividend equivalents and settle in stock after Board service ends per director elections .
- Evergy prohibits short selling, hedging, and pledging of Company stock by directors, enhancing alignment with long-term shareholders .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| NRG Energy, Inc. | Public | Former Director | Prior board service at a peer power company . |
| TXU Corp. | Public (historical) | Former Chairman & CEO | Prior leadership at large utility; historical reference . |
| Exco Resources, Inc. | Public (historical) | Executive/Board roles | Prior roles; dates not specified . |
| Bluescape Opportunities Acquisition Corp. | Public (SPAC) | Former Director | Prior SPAC board service . |
No Compensation Committee interlocks or insider participation disclosed for Evergy’s Compensation and Leadership Development Committee in 2024; none of the committee members (Lawrence, Isaac, Landrieu, Price) was an officer/employee or had relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Financial/accounting and investment management expertise; designated Audit Committee financial expert .
- Deep operational and regulatory experience in electric utilities; strategy development and risk oversight competence reflected in Board core competencies matrix .
- Turnaround track record recognized by Harvard Business Review and Institutional Investor (biographical achievements) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficially owned shares | 2,657,473 shares owned by BEP Special Situations V LLC; Wilder may be deemed beneficial owner via managerial roles with Bluescape-affiliated entities; he disclaims beneficial ownership except to the extent of his pecuniary interest . |
| Share equivalents to be settled in stock (DSUs) | 21,014 . |
| Total share interest (beneficial + DSUs) | 2,678,487 . |
| % of class | Reported as “less than one percent” in Security Ownership table asterisk . |
| Ownership guidelines | Non-employee directors must hold ≥5x annual cash retainer within 5 years; all directors in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited for all directors per policy . |
| Section 16 compliance | No delinquent Section 16(a) reports for FY2024 . |
Governance Assessment
-
Signals supporting investor confidence
- Independence affirmed; AC “financial expert” designation; chairs Finance Committee overseeing capital structure, allocation, and key financial risks .
- Material skin-in-the-game via significant beneficial ownership linked to Bluescape’s BEP Special Situations V LLC plus DSUs; director ownership guidelines met across the Board; hedging/pledging prohibited .
- Strong governance framework: majority voting, proxy access, executive sessions, clawback policy; high 2024 say-on-pay support (96%) indicating positive shareholder sentiment on compensation oversight .
- No related party transactions requiring Item 404 disclosure since start of FY2024; no Compensation Committee interlocks .
-
Watch items / potential conflicts
- Affiliation with a substantial Evergy shareholder (BEP Special Situations V LLC) could create perceived influence; Wilder disclaims beneficial ownership beyond pecuniary interest; Board reports no related-party transactions and maintains independence determinations under Nasdaq standards .
- As Finance Chair and Audit member, he is central to capital planning and financial reporting oversight; committee attendance is strong at the committee level (Audit 100%; Finance 94%), and Board confirms >75% attendance for all incumbents .
Appendix: Committee Snapshot (2024)
| Committee | Role | Meetings | Attendance (committee-level) | Membership Notes |
|---|---|---|---|---|
| Finance | Chair | 4 | 94% | Reviews capital structure/allocation, budget, IR, tax/treasury, KPIs . |
| Audit | Member; AC financial expert | 6 | 100% | Oversees financial reporting, auditor, ERM, compliance, ESG reporting . |
| Operations | Member (post May 8, 2024) | 2 (post-combine) | 100% | Oversight of generation, T&D, safety, IT/cyber, environmental compliance . |
Director Compensation Detail (2024)
| Item | Wilder |
|---|---|
| Fees earned/paid in cash | $135,000 (includes $20,000 Finance Chair fee) . |
| Stock awards (grant-date FV) | $155,361 . |
| Nonqualified deferred comp earnings | $0 . |
| All other compensation | $0 . |
| Total | $290,361 . |
2024 director compensation structure: $115,000 annual cash retainer; $20,000 per committee chair; $155,000 annual equity retainer paid in Evergy common stock following the annual meeting (May 8, 2024); optional deferral of cash/equity into DSUs; charitable match; standard D&O insurance and indemnification .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval ~96%, reflecting broad investor support for compensation practices under Board oversight; Board recommends annual advisory vote cadence .