Entergy Corp DEF 14A, filed Mar 24, 2023

Entergy Corp (ETR)

DEF 14A 2023-03-24

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Added on June 12, 2026

About this DEF 14A

Entergy Corp filed this DEF 14A on March 24, 2023.

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☐	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
☐	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

	1.	Election of 12 Directors named in the attached Proxy Statement, each for a one-year term expiring in 2024.
	2.	Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2023.
	3.	An advisory vote to approve the compensation paid to our Named Executive Officers.
	4.	An advisory vote on the frequency of future advisory votes to approve Named Executive Officer Compensation.
	5.	Approval of an amendment to the 2019 Entergy Corporation Omnibus Incentive Plan.
	6.	Approval of an amendment to the Entergy Corporation Restated Certificate of Incorporation to include the exculpation of officers.
	7.	Such other business as may properly come before the meeting.

Asking Questions:	Questions for the meeting may be submitted in advance at www.proxyvote.com
	Questions may be submitted live during the meeting at www.virtualshareholdermeeting.com/ETR2023

Record Date:	You can vote if you were a shareholder of record on March 7, 2023.

Proxy Summary	1
2023 Annual Meeting Information	1
Voting Matters and Board Recommendations	1
Our Business	2
Business Highlights	2
Shareholder Outreach	4
Board Composition, Committees, Skills and Qualifications	5
Corporate Governance Highlights	6
How Our Compensation Programs Support Our Business Strategy	7
Board of Directors	9
Proposal 1 – Election of Directors	9
Director Qualifications	9
Our 2023 Director Nominees	12
Identifying Director Candidates	19
Director Nominee Recommendations	21
Corporate Governance	22
Entergy’s Board of Directors	22
Director Independence	22
Key Corporate Governance Features	22
Structure of Our Board	25
Director Orientation, Training and Development	31
Risk Oversight	31
Our Commitment to Sustainability	34
Shareholder Engagement	36
Review and Approval of Related Party Transactions	39
2022 Non-Employee Director Compensation	40
Cash Compensation Paid to Non-Employee Directors	40
Equity-Based Compensation	40
Director Stock Ownership	41
2022 Non-Employee Director Compensation Table	41
Audit Matters	42
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2023	42
Audit Committee Report	42

Independent Registered Public Accountants	43
Audit Committee Guidelines for Pre-Approval of Independent Auditor Services	44
Executive Officer Compensation	45
Proposal 3 – Advisory Vote to Approve Named Executive Compensation	45
Compensation Discussion and Analysis	46
Annual Compensation Programs Risk Assessment	71
Talent and Compensation Committee Report	71
Compensation Tables	72
Pay Ratio Disclosure	93
Pay Versus Performance	94
Proposal 4 – An Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation	99
Proposal 5 – Approval of an Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan	100
Proposal 6 – Approval of an Amendment to Entergy’s Restated Certificate of Incorporation to Include Exculpation of Officers	110
Entergy Share Ownership	112
Directors and Executive Officers	112
Beneficial Owners of More Than Five Percent of Entergy Common Stock	113
Other Important Information	114
Code of Business Conduct and Ethics	114
Key Corporate Governance Documents	114
Submitting Shareholder Proposals and Director Nominees for Our 2024 Annual Meeting	114
How To Obtain Our Annual Report on Form 10-K	115
General Information About the Annual Meeting	116
Appendix A	A-1
Reconciliation of GAAP and Non-GAAP Financial Measures	A-1
Appendix B	B-1
Proposed Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan	B-1
Appendix C	C-1
Proposed Amendment to Entergy Corporation’s Restated Certificate of Incorporation	C-1


x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from Our Chairman and CEO	A
Message from Our Lead Director	B
Notice of Annual Meeting of Shareholders	C

	Date and Time	10:00 a.m. Central Time, Friday, May 5, 2023.
	Location	This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2023
	Record Date	March 7, 2023
	Questions	Questions for the meeting may be submitted in advance at www.proxyvote.com. Questions may be submitted live during the meeting at www.virtualshareholdermeeting.com/ETR2023.

	Item to be voted on:	Board’s Recommendation		Page
Proposal 1	Election of 12 Directors named in this Proxy Statement, each for a one-year term expiring in 2024		FOR EACH NOMINEE	9
Proposal 2	Ratification of Independent Registered Public Accountants		FOR	42
Proposal 3	Advisory Vote to Approve Named Executive Officer Compensation		FOR	45
Proposal 4	Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation		FOR 1 YEAR FREQUENCY	99
Proposal 5	Approval of an Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan		FOR	100
Proposal 6	Approval of an Amendment to Entergy’s Restated Certificate of Incorporation to Include Exculpation of Officers		FOR	110

	1.	Use the Internet at www.proxyvote.com
	2.	Call 1-800-690-6903 if in the United States and Canada
	3.	Scan the QR Code on your proxy card, notice or voting instruction form
	4.	Mail your signed and dated proxy card or voting instruction form
	5.	During the meeting at www.virtualshareholdermeeting.com/ETR2023

GAAP EPS, ($)		Adjusted EPS, ($)

5 Year Dividend History, ($)		Total Shareholder Return ETR, UTY and S&P 500

•	Sustainability and environmental strategy, performance and reporting, including the progress made towards our 2030 climate goal and net zero by 2050 commitment.
•	Our TCFD-aligned climate report published in November 2022, including our new 2030 climate goal.
•	Human capital management topics, including safety performance and improvement plans, and diversity, inclusion and belonging strategy.

•	Feedback on the non-financial Environmental, Social and Governance (ESG) performance measures added to our annual incentive program beginning in 2021 and other executive compensation matters.
•	Board refreshment and corporate governance practices and policies.
•	Oversight and disclosure of contributions to political organizations and trade associations.

Name, Age, Independence, Primary Occupation	Director Since	Committees
Gina F. Adams, 64, Independent Corporate Vice President, Government and Regulatory Affairs, FedEx Corporation	2023	CG
John H. Black, 63, Independent Retired Audit Partner, Deloitte & Touche LLP	2023	A, N
John R. Burbank, 59, Independent Independent Strategic Advisor and Entrepreneur	2018	F, TC
Patrick J. Condon, 73, Independent Retired Audit Partner, Deloitte & Touche LLP	2015	A*, N
Kirkland H. Donald, 69, Independent Chairman, Huntington Ingalls Industries, Inc.	2013	F, N*
Brian W. Ellis, 56, Independent Senior Vice President and General Counsel, Danaher Corporation	2020	CG, TC
Philip L. Frederickson, 66, Independent Former Executive Vice President, ConocoPhillips	2015	A, E, F*
M. Elise Hyland, 63, Independent Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC	2019	A, F
Stuart L. Levenick, 69, Independent Lead Director Former Group President and Executive Office Member, Caterpillar Inc.	2005	CG*, E, N

Andrew S. Marsh, 51 Chairman and Chief Executive Officer, Entergy Corporation	2022	E*
Karen A. Puckett, 62, Independent Former President and Chief Executive Officer, Harte Hanks, Inc.	2015	A, TC*

A – Audit Committee	CG – Corporate Governance Committee	E – Executive Committee	* Chair
F – Finance Committee	N – Nuclear Committee	TC – Talent and Compensation Committee

Board Diversity	42% Gender and Ethnic Diversity	4 Female Directors	2 Ethnically or Racially Diverse
Commitment to Board Refreshment	4 New Directors Since 2020	6 Directors 0-5 years	4 Directors 6-10 years	2 Directors 11+ years	Average Tenure 6.4 years
Balanced Mix of Ages	Average Age 63	3 Directors 50-60	8 Directors 61-69	1 Director 70+ years
Independence
11 of 12 independent director nominees

Board Expertise and Skills
Technology & Transformation	Executive Leadership Experience	Finance & Accounting	Sustainability	Human Capital Management
Government/Legal/Public Policy	Operations	Regulated Utility/Nuclear	Risk Management	Other Public Boards

Board Structure and Independence		• Regular refreshment, with average director tenure of 6.4 years • Strong Lead Independent Director with clearly defined duties and responsibilities • Diverse and highly skilled Board that provides a range of viewpoints, with skills and backgrounds aligned with business strategy • All directors are independent, except the Chairman; key committees are fully independent • Executive sessions led by the Lead Director at each regular Board meeting without management present • Executive sessions at committee meetings led by independent committee chairs without management present
Board Oversight		• Oversight of the Company’s annual business plan and corporate strategy, succession planning and risk management • Proactive and strategic ongoing Board and management succession planning • Annual multi-day Board retreat focused on long-term Company strategy • Key management and rising talent reviewed at an annual talent review • Regular briefings on key enterprise risks • Corporate Governance Committee oversees ESG strategy • Talent and Compensation Committee oversees the Company’s strategies relating to diversity, inclusion and belonging, as well as key talent metrics • Audit Committee oversees cybersecurity risk management practices and performance • Robust annual risk assessment of executive compensation programs, policies, and practices • Director access to experts and advisors, both internal and external
Strong Corporate Governance Practices		• Prohibit short selling, hedging, pledging and margin transactions involving Entergy securities • Sound policy on public company board service • Responsive, active and ongoing shareholder engagement • Robust Code of Conduct for members of the Board • Clawback policy for senior executive officers • Robust share ownership requirements for directors and executive officers • Mandatory director retirement at age 74, unless Corporate Governance Committee recommends and Board approves exception • Strong commitment to value creation through ESG strategies and performance • Director time commitment policy • Disclosure of corporate political contributions and oversight of lobbying and political activity • Annual Board and committee self-evaluations and individual director assessments • Director orientation and support for continuing education
Shareholder Rights		• Proxy access right • Majority voting for directors with resignation policy for directors in uncontested elections • Annual election of directors • No supermajority voting provisions in our Restated Certificate of Incorporation or Bylaws • No poison pill; Board policy requires shareholder approval for adoption

	•	Motivate and reward the achievement of results that are deemed by the Talent and Compensation Committee to be consistent with the overall goals and strategic direction that the Board has approved for the Company.
	•	Attract and retain a highly experienced, diverse, and successful management team.
	•	Create sustainable value for the benefit of all of our stakeholders, including our customers, employees, communities, and owners.
	•	Align the interests of our executives with our long-term business strategy by tying equity-based awards to performance metrics that we believe focus our executives on driving continuous improvement in operational and financial results to the benefit of all stakeholders, including our customers, employees, communities and owners.

Compensation Mix for Mr. Denault		Compensation Mix for Other NEOs

Annual Incentive Performance Goals¹	2022 Percentage of EAM	Target	2022 Results	Level of Achievement
ETR Tax Adjusted EPS ($)	60%	6.30	6.58	195%
Safety (as measured by SIF rate)²	10%	0.03	0.06	44%
Customer NPS	10%	12	5.6	31%
DIB	10%	Qualitative³		90%
Environmental Stewardship	10%	Qualitative³		119%
EAM as a percentage of target		100%		145%

	¹	See “What We Pay and Why – 2022 Compensation Decisions – Annual Incentive Compensation – 2022 Performance Assessment” for the minimum and maximum achievement levels.
	²	SIF Rate refers to the rate of serious injuries and fatalities per 100 employees or contractors. The employee and contractor targets and results are average to arrive at reported results.
	³	This qualitative assessment is informed by quantitative measures. See “What We Pay and Why – 2022 Compensation Decisions – Annual Incentive Compensation – ESG Measures and Targets” for a discussion of the performance assessment of the Diversity, Inclusion and Belonging and Environmental Stewardship performance measures.

Long-Term Performance Unit Program Results	2020 – 2022 PUP Target	2020 – 2022 PUP Result
Relative TSR	Median	4^th Quartile
Cumulative ETR Adjusted EPS ($)	17.85	18.46
Payout (as a percentage of target)	100%	27%

•	High integrity and business ethics
•	Strength of character and judgment
•	Ability to devote significant time to Board duties
•	Desire and ability to continually build expertise in emerging areas of strategic focus for the Company
•	Demonstrated focus on promoting diversity, inclusion and belonging
•	Ability to represent the interests of all stakeholders

•	Knowledge of corporate governance matters
•	Understanding of the advisory and proactive oversight responsibility of the Board
•	Comprehension of their role as a public company director and the fiduciary duties owed to shareholders
•	Strong intellectual and analytical skills
•	Business and professional achievements

		Andrew S. Marsh New Orleans, Louisiana, Age 51 Director Since 2022 Entergy Board Committees: Executive (Chair) Professional Highlights • Chairman of the Board of Directors, Entergy Corporation (since February 1, 2023) • Chief Executive Officer, Entergy Corporation (since November 2022) • Executive Vice President and Chief Financial Officer, Entergy Corporation (2013-2022) • Director, Nuclear Electric Insurance Limited (NEIL) (since 2020)
Key Qualifications and Experience: As our Chairman and Chief Executive Officer and former Executive Vice President and Chief Financial Officer, Mr. Marsh brings to the Board his leadership skills, his deep knowledge of the Company, and his extensive senior executive experience in the utility industry.
		Gina F. Adams Washington, DC, Age 64 Director Since 2023 Entergy Board Committees: Corporate Governance Professional Highlights • Corporate Vice President, Government and Regulatory Affairs, FedEx Corporation (since 2001) • Staff Vice President, International Regulatory Affairs, FedEx Corporation (1999-2001) • Staff Director, International Regulatory Affairs, FedEx Corporation (1998-1999) • Managing Attorney, International Regulatory Affairs, FedEx Corporation (1992-1998) • Attorney, Office of General Counsel, U.S. Department of Transportation (1983-1992) • Director, American Funds (since 2019) • Trustee and Chair-elect, American University (since 2007)
Key Qualifications and Experience: Ms. Adams brings to the Board her extensive experience in international federal, state and local government relations, lobbying, and stakeholder engagement, including with regard to legislative, policy, regulatory, operational and economic issues, acquired over the course of her career, including her service as Corporate Vice President, Government and Regulatory Affairs at FedEx Corporation.

		John H. Black Atlanta, Georgia, Age 63 Director Since 2023 Entergy Board Committees: Audit, Nuclear Professional Highlights • Retired Audit Partner, Deloitte & Touche LLP (2002-2021) • Former Audit Partner, Arthur Andersen & Co. (1992-2002)
Key Qualifications and Experience: As a retired audit partner of a “Big Four” accounting firm, Mr. Black brings to the Board deep experience in accounting and auditing matters and extensive utility industry auditing experience, including serving as the Company’s lead audit partner from 2011 to 2015 and in a similar role with other large and complex utility industry clients. Mr. Black’s lead audit partner experience also includes advising clients with fully competitive, customer-driven businesses, which have been impacted by transformational change.
		John R. Burbank Groton, Connecticut, Age 59 Director Since 2018 Entergy Board Committees: Finance, Talent and Compensation Professional Highlights • Independent Strategic Advisor and Entrepreneur • Former President, Corporate Development and Strategy, Nielsen Holdings plc (a global information, data and measurement company) (2017-2019) • Former President, Strategic Initiatives, Nielsen Holdings plc (2011-2017) • Former Trustee, March of Dimes Current Public Company Directorships • Director, Vizio Holding Corp. (since 2020)
Key Qualifications and Experience: Mr. Burbank brings to the Board his extensive management experience in consumer-facing businesses that have been disrupted by technological change. Accordingly, he brings valuable insights and perspective on the potential impact of technological change on our industry and our Company. Mr. Burbank also brings the benefit of his extensive senior management experience leading strategic investments and corporate development and strategy at Nielsen Holdings plc.

		Patrick J. Condon Frankfort, Illinois, Age 73 Director Since 2015 Entergy Board Committees: Audit (Chair), Nuclear Professional Highlights • Retired Audit Partner, Deloitte & Touche LLP (2002-2011) • Former Audit Partner, Arthur Andersen LLP • Former Director, Cloud Peak Energy, Inc. • Former Director, Roundy’s, Inc. • National Association of Corporate Directors • Board Leadership Fellow • Risk Oversight Advisory Council • CERT Certificate in Cybersecurity Oversight • Tapestry Networks • Central Audit Committee Network • Ethics, Culture and Compliance Network
Key Qualifications and Experience: As a retired audit partner of a “Big Four” accounting firm, Mr. Condon brings his many years of experience in auditing and accounting to the Board. As leader of Arthur Andersen’s utility group, Mr. Condon acquired in-depth knowledge of the utility industry. The Board also benefits from his regional and national leadership experience gained at Deloitte & Touche LLP and his current and prior service to community and charitable organizations and on other public company boards.
		Admiral Kirkland H. Donald, USN (Ret.) Mount Pleasant, South Carolina, Age 69 Director Since 2013 Entergy Board Committees: Finance, Nuclear (Chair) Professional Highlights • Former President and Chief Executive Officer, Systems Planning and Analysis, Inc. (2014-2015) • Former Executive Vice President, Chief Operating Officer and Director, Systems Planning and Analysis, Inc. (2013-2014) • Admiral U.S. Navy (Retired) Former Director, Naval Nuclear Propulsion (2004-2012) • National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight Current Public Company Boards • Chairman of the Board, Huntington Ingalls Industries, Inc. (director since 2017; Chairman of the Board since 2020) • Director, Centrus Energy Corporation (since 2021)
Key Qualifications and Experience: Mr. Donald brings to the Board deep nuclear expertise and valuable leadership and risk-management experience gained through his distinguished military career in the United States Navy’s nuclear program and through his business and senior management experience since retiring from the Navy.

		Brian W. Ellis Bethesda, Maryland, Age 56 Director Since 2020 Entergy Board Committees: Corporate Governance, Talent and Compensation Professional Highlights • Senior Vice President and General Counsel, Danaher Corporation (a global science and technology innovation company) (since 2016) • Vice President and Group Counsel, Medtronic, Inc. (2012-2015)
Key Qualifications and Experience: Mr. Ellis brings to the Board his extensive experience setting and executing business and legal strategies for innovation-oriented companies as well as deep knowledge gained from his experience overseeing legal and compliance matters, corporate governance, regulatory affairs, sustainability, intellectual property, environmental, safety and health matters, and risk management for a large, complex organization.
		Philip L. Frederickson Arden, North Carolina, Age 66 Director Since 2015 Entergy Board Committees: Audit, Executive, Finance (Chair) Professional Highlights • Former Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips (2006-2008) • Former Executive Vice President, Commercial, ConocoPhillips (2002-2006) • Former Director, Sunoco Logistics Partners L.P. • Former Director, Rosetta Resources Inc. • Former Director, Williams Partners LP
Key Qualifications and Experience: Mr. Frederickson brings to the Board his extensive senior management, talent development, operating and leadership experience gained through his business career at ConocoPhillips and its predecessor, Conoco Inc., where he held a variety of senior management positions in operations, strategy and business development. Additionally, Mr. Frederickson has significant experience evaluating financial statements acquired through his service on public company audit committees and during his career at ConocoPhillips, where his roles involved extensive evaluation and analysis of financial statements. In addition to his diverse senior-level management and financial analysis experience, Mr. Frederickson brings his experience leading strategic change both at ConocoPhillips and on the other public company boards on which he has served. His strong ties to the State of Texas also enable him to provide insight into the issues and concerns of our Texas service area.

•	Seeks to nominate candidates with superior credentials, sound business judgment and the highest ethical character;
•	Considers the candidate’s relevant experience with businesses or other organizations of comparable size to the Company and seeks to identify candidates whose experience and contributions will add to the collective experience of the Board; and
•	Believes the Board should reflect a diversity of backgrounds and experiences in various areas, including age, gender, race, geography and specialized experience, and candidates are assessed to determine the extent to which they would contribute to that diversity.

•	Independent Search Firm
•	Shareholders
•	Directors
•	Management

	•	Skills and Experience
	•	Qualifications
	•	Diversity
	•	Independence and Potential Conflicts

	4	New Directors Since 2020
	•	Ethnic and Gender Diversity
	•	Relevant Industry and Business Experience
	•	Legal and Governance Expertise
	•	Finance and Accounting Expertise
	•	Government, Public Policy and Stakeholder Relations Experience

	•	the number of shares of Company stock held by the shareholder;
	•	the name and address of the candidate;
	•	a brief biographical description of the candidate, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements discussed above; and
	•	the candidate’s signed consent to be named in the proxy statement and a representation of such candidates’ intent to serve as a director for the entire term if elected.