Sandra Price

About Sandra J. Price

Independent director at Evergy since 2016; age 66. Former Senior Vice President, Human Resources at Sprint Corporation (2006–2016) with prior HR leadership roles at Sprint (1993–2006), and earlier served as a principal in Blue Valley School District (KS) and Jenks Public School District (OK). Education: B.A. in Special Education (Oral Roberts University) and M.A. in Education and Administration (University of Tulsa). Core credentials: human capital, talent development, board governance, and deep regional knowledge of Evergy’s Kansas City service territory.

Past Roles

External Roles

Board Governance

• Current EVRG committees: Compensation & Leadership Development (member), Nominating, Governance & Sustainability (NGS) Chair.
• Independence: Board determined 11 of 12 nominees are independent; Price disclosed as independent.
• Attendance: Board held 4 meetings in 2024; all incumbent nominees attended >75% of Board/committee meetings; NGS Committee had 5 meetings (100% attendance); Compensation Committee had 5 meetings (95% attendance).
• Executive sessions are standard at Board and committee meetings; Lead Independent Director in place.
• Committee responsibilities relevant to Price’s chair role: NGS oversees board nominations, governance compliance, ESG effectiveness, political spending review, and sets non-employee director compensation.
• Governance practices: majority voting (irrevocable resignations if not elected), proxy access (3%/3 years, up to 25% of board), robust stock ownership requirements, mandatory retirement/tenure limits.

Fixed Compensation

2024 actual compensation for Price:

Performance Compensation

• Directors do not receive options, non-equity incentive pay, or performance-conditioned equity; the equity retainer is common stock with optional deferral to DSUs.
• Election to defer: directors may convert cash retainers to DSUs and/or defer equity; DSUs accrue dividend equivalents and settle in stock after board service ends.

Other Directorships & Interlocks

• No current public company directorships disclosed for Price; service is with private companies (CRB, USIC) and non-profits (GKCCF).
• Related party transactions: Evergy reports none requiring disclosure under Item 404(a) since the beginning of fiscal 2024.
• Compensation committee interlocks: Price served on EVRG’s Compensation & Leadership Development Committee; committee members (including Price) had no relationships requiring Item 404 disclosure; no reciprocal executive-comp committee overlaps.

Expertise & Qualifications

• Expertise: human capital, compensation and leadership development, governance acumen, community relations, and customer experience; aligned with EVRG’s board core competencies around culture/compensation, strategy, ESG, and operational oversight.

Equity Ownership

• DSUs settle 1-for-1 in stock after service ends; DSU accounts receive dividend equivalents.
• Stock ownership guidelines: directors must hold ≥5x annual cash retainer within 5 years; as of 12/31/2024, all non-employee directors were in compliance.
• Hedging/pledging: prohibited for all employees and directors; no short selling, collars, swaps, margin pledges allowed.

Governance Assessment

• Board effectiveness: Price chairs the NGS Committee overseeing nominations, board evaluations, ESG oversight, and director pay—core governance levers that directly affect investor confidence. Committee attendance and independence support strong oversight.
• Alignment: Director compensation is a balanced cash/equity mix with optional DSU deferral; robust ownership guidelines and hedging/pledging prohibitions enhance alignment with shareholders.
• Conflicts/related parties: No related-party transactions reported; Compensation Committee interlocks are clean; external roles are private/non-profit with no disclosed EVRG transactions.
• Shareholder signals: Strong say-on-pay support (~96% approval) indicates investor endorsement of compensation governance; Price’s roles on CLD and NGS tie directly to these outcomes.
• RED FLAGS: None material disclosed—attendance above thresholds, no hedging/pledging, no related-party transactions, and no director options or incentive repricing.

Compensation benchmarking: Director pay targeted around the 50th percentile versus Evergy’s utility peer group; Meridian serves as the independent compensation consultant.

Say-on-pay: ~96% approval of NEO compensation (annual advisory vote), reflecting alignment between pay practices and shareholder expectations.

Committee composition: Compensation & Leadership Development Committee comprised entirely of independent directors (Chair: Lawrence; members: Isaac, Landrieu, Price), with oversight spanning pay alignment, human capital, culture, and risk.

Attendance summary: | Body | Meetings | Attendance | |---|---:|---:| | Board (2024) | 4 | >75% per incumbent nominee (including Price) | | Compensation & Leadership Development | 5 | 95% (committee attendance) | | Nominating, Governance & Sustainability | 5 | 100% (committee attendance) |

Overall, Sandra Price’s governance footprint—as NGS Chair and CLD member—supports board refresh, ESG oversight, and compensation governance, with strong attendance and independence, clean conflicts profile, and aligned ownership, all of which are positive for investor confidence.