Entergy Corp DEF 14A, filed Mar 22, 2024

Entergy Corp (ETR)

DEF 14A 2024-03-22 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Entergy Corp filed this DEF 14A on March 22, 2024.

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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


Date and Time:	Friday, May 3, 2024	10:00 a.m. Central Time Log-in will begin at 9:45 a.m.

Location:	This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2024

Record Date:	You can vote if you were a shareholder of record on March 7, 2024.

Items of Business:	To vote on the following proposals:
	1.Election of 11 Directors named in the attached Proxy Statement, each for a one-year term expiring in 2025. 2.Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2024. 3.An advisory vote to approve the compensation paid to our Named Executive Officers. 4.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/ETR2024


A Message from Our Chair and CEO			A
A Message from Our Lead Director			B
Notice of Annual Meeting of Shareholders			C
Proxy Summary			1
202 4 Annual Meeting Information			1
Voting Matters and Board Recommendations			1
Our Business			2
Business Highlights			2
Shareholder Engagement Highlights			4
Board Composition, Committees, Skills and Qualifications			4
Corporate Governance Highlights			6
How Our Compensation Programs Support Our Business Strategy			7
Board of Directors			10
Proposal 1 – Election of Directors			10
Director Qualifications			16
Our 202 4 Director Nominees			10
Identifying Director Candidates			19
Director Nominee Recommendations			20
Corporate Governance			21
K ey Corporate Governance F eatures			21
Director Independence			22
Structure and Operation of Our Board and Committees			23
Director Orientation, Training and Development			30
Risk Oversight			30
Our Commitment to Sustainability			33
Shareholder Engagement			35
Review and Approval of Related Party Transactions			38
202 3 Non-Employee Director Compensation			39
Cash Compensation Paid to Non-Employee Directors			39
Equity-Based Compensation			39
Director Stock Ownership Requirements			40


2023 Non-Employee Director Compensation Table			40
Audit Matters			42
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2024			42
Audit Committee Report			43
Independent Auditor Fees and Services			44
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			88
Pay Versus Performance			89
Entergy Share Ownership			94
Directors and Executive Officers			94
Beneficial Owners of More Than Five Percent of Entergy Common Stock			95
Other Important Information			96
Code of Business Conduct and Ethics			96
Key Corporate Governance Documents			96
Submitting Shareholder Proposals and Director Nominees for Our 202 5 Annual Meeting			96
How To Obtain Our Annual Report on Form 10-K			97
C autionar y Note Regarding For ward-Looking Statements			97
General Information About the Annual Meeting			98
Appendix A – Information Regarding GAAP and Non-GAAP Financial Measures			A-1


			Date and Time			10:00 a.m. Central Time, Friday, May 3, 2024
			Location			This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2024
			Record Date			March 7, 2024
			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/ETR2024


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.


			A Message from Our Chair and CEO March 22, 2024 Dear Fellow Shareholders: I hope you will join Entergy’s Board of Directors, executive management team and employees at our 2024 Annual Meeting of Shareholders (Annual Meeting) to be held in virtual format on Friday, May 3, 2024, beginning at 10:00 a.m. Central Time. We are excited to use this approach again this year as it allows for greater participation by our stakeholders, regardless of their geographic location, provides cost savings for our shareholders and helps to reduce our carbon footprint.
The attached Notice of the Annual Meeting and the accompanying Proxy Statement will serve as your guide to the business to be conducted at the meeting. A webcast of the Annual Meeting will be provided at www.virtualshareholdermeeting.com/ETR2024, and a replay of the entire Annual Meeting will be available on the Entergy Investor Relations website after the meeting. Our annual letter to stakeholders is included in both our 2023 Annual Report and our 2023 Performance Report (formerly Integrated Report) and discusses Entergy’s 2023 performance, strategy and outlook for the future. At the Annual Meeting, I plan to share some of our 2023 highlights in addition to conducting the official business of the meeting. I look forward to discussing our results and the opportunities we see in front of us today, as we continue to execute on our business strategy with decisions and investments that will serve all of our stakeholders well into the future. The Compensation Discussion and Analysis that begins on page 46 describes our compensation programs and discusses how our executives’ compensation remains linked to performance and supports our long-term strategy. Starting on page 10, you will also find discussions of the qualifications of our director nominees and why we believe they are the right people to represent you. Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or (3) if you received your proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Instructions on how to vote can be found beginning on page 100. This year’s Q&A session will include questions submitted both during the meeting and in advance. You may submit questions prior to the meeting at www.proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending your proxy materials. Questions during the meeting may be submitted online beginning shortly before the start of the Annual Meeting through the webcast link. We will post questions and answers, as long as such questions are applicable to our business and otherwise in compliance with the rules of conduct for the meeting, on our Investor Relations website shortly after the meeting. I look forward to welcoming you to the Annual Meeting and thank you for your support of Entergy.


			A Message from Our Lead Director March 22, 2024 Dear Fellow Shareholders: On behalf of the Entergy Board of Directors, I am privileged to share some of the ways the Board worked to provide strong governance and independent oversight of Entergy during this past year. Throughout 2023, the Board remained actively engaged with management to facilitate the execution of our strategy for long-term, sustainable growth and value creation.
Our Board's strategic oversight role includes engaging in robust discussions with the management team about overall strategy, priorities, mitigating risk, and capturing growth opportunities while balancing sustainability, reliability, and affordability for our customers. In 2023, we maintained our focus on the clean energy transition, including our net zero by 2050 climate commitment and two interim climate goals, as well as the opportunity to help our customers meet their sustainability goals through increased renewable energy resources and emerging technologies, such as carbon capture and sequestration and hydrogen co-firing. We also focused on other efforts at long-term value creation for our stakeholders, including continued development of the Company’s resilience, stakeholder engagement and talent and culture strategies. We are proud of the progress the management team made toward our short-term and long-term strategic objectives during 2023, which is described further in this Proxy Statement and in our 2023 Performance Report available on our website. Our Board values the feedback and insights gained through the Company's shareholder engagement program, which we believe is an essential component of sound corporate governance. The perspectives provided by the Company's stakeholders, including its owners, have informed the Company's strategy and helped guide our actions. Additionally, in continuing our commitment to best practices in corporate governance, our Board engaged an independent third-party firm to facilitate the 2024 annual Board, committee and individual director evaluations. We gained valuable insights from this process that will help make us a better board. On a final note, on behalf of the Board, I would like to thank our colleague, Pat Condon, who will be retiring from our Board at the Annual Meeting after reaching our mandatory retirement age. During his tenure with the Board, he has provided invaluable insights, dedicated financial and accounting expertise and wise counsel, and we are extraordinarily grateful to him for his service to Entergy. I am pleased to provide this window into some of the Board’s activities in 2023 and express our commitment to the continued creation of sustainable long-term value for all of the Company’s stakeholders. Thank you for your support and for your investment in Entergy.


			Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 www.entergy.com


			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/ETR2024


Name, Age, Independence, Primary Occupation	Director Since	Committees
Gina F. Adams, 65, Independent Corporate Vice President, Government and Regulatory Affairs, FedEx Corporation	2023	CG, TC
John H. Black, 64, Independent Retired Audit Partner, Deloitte & Touche LLP	2023	A, N
John R. Burbank, 60, Independent Independent Strategic Advisor and Entrepreneur	2018	F, TC
Kirkland H. Donald, 70, Independent Chairman, Huntington Ingalls Industries, Inc.	2013	F, N*
Brian W. Ellis, 58, Independent Senior Vice President and General Counsel, Danaher Corporation	2020	CG, TC
Philip L. Frederickson, 67, Independent Former Executive Vice President, ConocoPhillips	2015	A, E, F*
M. Elise Hyland, 64, Independent Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC	2019	A, F


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


Board Structure and Independence						•Regular refreshment, with average tenure of 7.3 years for our director nominees •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 Chair; 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 sustainability 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, which goes beyond the minimum Dodd-Frank requirements •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 sustainability 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, which were facilitated by an independent third party in 2024 •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 (as defined below) •No poison pill; Board policy requires shareholder approval for adoption


Annual Incentive Performance Goals1	2023 Percentage of EAM	Target	2023 Results	Level of Achievement
ETR Tax Adjusted EPS ($)	60%	6.70	8.83	200%
Safety (SIF Rate)2	10%	0.04	0.03	150%
Customer NPS3	10%	Residential: 5 Business: 28	Residential: -4.5 Business: 17	—%
DIB	10%	Qualitative4		110%
Environmental Stewardship	10%	Qualitative4		105%
EAM (as a percentage of target, per annual incentive program)	100%			157%
EAM (as a percentage of target following discretionary adjustment)5	100%			138%


Andrew S. Marsh
New Orleans, Louisiana Age 52 Director since 2022						Board Committee: Executive (Chair) Professional Highlights •Chair of the Board, Entergy Corporation (since February 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 Chair 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
Age 65 Washington, DC Director since 2023						Board Committees: Corporate Governance, Talent and Compensation 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 (a division of a privately owned wealth management firm) (since 2019) •Chair, American University (since 2023; Trustee 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, sustainability and economic issues, acquired over the course of her career, including her service as Corporate Vice President, Government and Regulatory Affairs at FedEx Corporation. Ms. Adams also brings valuable experience in human capital management acquired through her significant roles in senior management for a large enterprise and in risk management through her legal and business experience and her outside board service.

John H. Black
Age 64 Atlanta, Georgia Director since 2023						Board Committees: Audit, Nuclear Professional Highlights •Audit Partner, Deloitte & Touche LLP (2002-2021) •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 and technological changes, as well as advising on environmental, social and governance (ESG) programs and reporting practices and internal controls relating to ESG data.


John R. Burbank
Age 60 Groton, Connecticut Director since 2018						Board Committees: Finance, Talent and Compensation Professional Highlights •Independent Strategic Advisor and Entrepreneur •President, Corporate Development and Strategy, Nielsen Holdings plc (a global information, data and measurement company) (2017-2019) •President, Strategic Initiatives, Nielsen Holdings plc (2011-2017) •Former Trustee, March of Dimes Other Current Public Company Boards •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 and risk management experience leading strategic investments, corporate development and strategy at Nielsen Holdings plc. In addition, through his experience as a member of the board of directors of Vizio Holding Corp., Mr. Burbank brings to our Board a valuable understanding of public company governance.

Admiral Kirkland H. Donald, USN (Ret.)
Age 70 Mount Pleasant, South Carolina Director since 2013						Board Committees: Finance, Nuclear (Chair) Professional Highlights •President and Chief Executive Officer, Systems Planning and Analysis, Inc. (2014-2015) •Executive Vice President, Chief Operating Officer and Director, Systems Planning and Analysis, Inc. (2013-2014) •Admiral U.S. Navy (Retired) •Director, Naval Nuclear Propulsion (2004-2012) •National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight Other 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. He also brings expertise in technology, cybersecurity and corporate governance acquired through his public company board service noted above and private company board service for a private nonprofit applied science and technology development company and for a leading provider of secure supply chain management and cyber solutions.


Brian W. Ellis
Age 58 Bethesda, Maryland Director since 2020						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
Age 67 Arden, North Carolina Director since 2015						Board Committees: Audit, Executive, Finance (Chair) Professional Highlights •Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips (2006-2008) •Executive Vice President, Commercial, ConocoPhillips (2002-2006) •Former Director, Sunoco Logistics Partners L.P. (former public company, now a subsidiary of Energy Transfer LP) •Former Director, Rosetta Resources Inc. (former public company, acquired by Noble Energy, Inc.) •Former Director, Williams Partners LP (former public company acquired by The Williams Companies, Inc.)
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.


M. Elise Hyland
Age 64 Pittsburgh, Pennsylvania Director since 2019						Board Committees: Audit, Finance Professional Highlights •Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (a petroleum and natural gas exploration and pipeline company) (2017-2018) •Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (midstream services provider) (2013-2017) •President of Commercial Operations, EQT Midstream Services, LLC (2010-2013) •President, Equitable Gas Company, a previously owned entity of EQT (2007-2010) •Former Director, EQT Midstream Partners (former public company) •Former Director, Washington Gas Light Company (former public company) Other Current Public Company Boards •Director, Marathon Oil Corporation (since 2018)
Key Qualifications and Experience: Ms. Hyland brings to the Board her extensive senior executive and operations experience in a capital-intensive industry, gained through her career at EQT Corporation and EQT Midstream Services, LLC. This experience, combined with her experience in finance and strategic planning, enables her to contribute valuable insights as we grow our utility business and execute on our capital plan.

Stuart L. Levenick
Age 71 Naples, Florida Director since 2005						Lead Director Board Committees: Corporate Governance (Chair), Executive, Nuclear Professional Highlights •Lead Director, Entergy Corporation (since May 2016) •Former Group President and Executive Office Member, Caterpillar Inc. (a manufacturer of construction and mining equipment) (2004-2015) •Former Executive Director, U.S. Chamber of Commerce, Washington, D.C. •Former Executive Director and Past Chairman, Association of Equipment Manufacturers, Washington, D.C. Other Current Public Company Boards •Lead Independent Director, W. W. Grainger, Inc. (director since 2005; Lead Director since 2014) •Director, Finning International, Inc. (since 2016)
Key Qualifications and Experience: Mr. Levenick brings to the Board his extensive senior executive experience at a major manufacturing company, as well as his experience as a public company director, including as Lead Independent Director of another public company. This experience enables him to contribute valuable operational, financial and corporate governance expertise and offer an informed perspective on leadership development and on management and business issues arising out of evolving customer needs and desires and rapid technological change.


Blanche L. Lincoln
Age 63 Little Rock, Arkansas Director since 2011						Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Founder and Principal, Lincoln Policy Group (a consulting firm) (since July 2013) •Special Policy Advisor for Alston & Bird LLP (2011-2013) •United States Senator for the State of Arkansas (1999-2011) •United States Representative for the State of Arkansas (1993-1997) •Former Chair, U.S. Senate Committee on Agriculture, Nutrition and Forestry •Former Member, U.S. Senate Committees on Finance, Energy and Natural Resources, and Special Committee on Aging •Former Member, U.S. House Committees on Energy and Commerce, Agriculture, and Natural Resources (formerly Committee on Merchant Marine and Fisheries) •Director, Hope Enterprise Corporation (private company) •Trustee, The Center for the Study of the Presidency and Congress •Former Director, Rayonier Inc. (public company)
Key Qualifications and Experience: As a former member of the U.S. Senate and House of Representatives, Ms. Lincoln brings to the Board her extensive background and experience in governmental, public policy and legislative affairs, providing her with a unique and valuable perspective on many of the critical issues and opportunities facing the Company. Her strong ties to the State of Arkansas also provide insight into the issues and concerns of our Arkansas service area.

Karen A. Puckett
Age 63 Houston, Texas Director since 2015						Board Committees: Audit, Talent and Compensation (Chair) Professional Highlights •President and Chief Executive Officer, Harte Hanks, Inc. (marketing services company) (2015-2018) •President-Global Markets, CenturyLink, Inc. (a telecommunication company) (2014-2015) •Executive Vice President and Chief Operating Officer, CenturyLink, Inc. (2009-2014) •President and Chief Operating Officer, CenturyTel, Inc. (2000-2009) •Former Director, Harte Hanks, Inc. (public company) •Director, Non-Executive Chair, Lumos Fiber (private company) •Director, Cypress Creek Renewables, LLC (private company) •Director, Ensono Ltd. (private company) •Director, Osmose Utilities Service, Inc. (private company)
Key Qualifications and Experience: Ms. Puckett brings to the Board extensive management, operations and business experience acquired through her senior leadership positions in a rapidly changing and highly regulated industry and deep experience with technology-driven innovation. Her ties to the State of Louisiana, as a resident and former senior executive of a large Louisiana-based company, provide insight into the issues and concerns of our Louisiana service area. She also brings experience in governmental and regulatory affairs, human capital management and corporate governance acquired through her career, prior and current outside board service.

ü The Board of Directors unanimously recommends that the shareholders vote FOR the election of each nominee.


Strong Independent Board Leadership						All directors, other than our Chief Executive Officer, are independent. All standing committees of the Board, other than the Executive Committee, are comprised solely of independent directors.
Independent Lead Director						The independent directors appoint an independent Lead Director who serves for a three-year term with robust, clearly defined duties and responsibilities.
Annual Review of Board Leadership Structure						The Corporate Governance Committee conducts an annual review of the Board leadership structure to ensure it remains effective.
Executive Sessions of Independent Directors						Independent directors meet in executive session without management present at each Board meeting.
Annual Board Evaluations						The Board, its committees and individual directors are evaluated on an annual basis. In 2023, the Corporate Governance Committee engaged an independent third-party firm to facilitate the annual Board, committee and individual director evaluations in 2024.
Regular Board Refreshment						The Board’s approach to refreshment has resulted in a balanced mix of experienced and new directors.
Director Retirement Policy						A director may not be nominated for re-election to the Board if he or she has reached the age of 74 on or before January 1 of the year in which such person would be elected or re-elected unless specifically recommended to serve beyond the age of 74 by the Corporate Governance Committee and approved by the Board.
Commitment to Diversity						The Board is committed to reflecting a broad diversity of backgrounds and experiences, including race, gender, age, geography, and specialized experience, and potential Board nominees are assessed to determine whether they contribute to that diversity.
Mandatory Resignation Upon Change in Circumstances						Our Corporate Governance Guidelines provide that non-employee directors should offer their resignations when either their employment or the major responsibilities they held when they joined the Board change. The Corporate Governance Committee then reviews the change in circumstances and makes a recommendation to the Board as to whether it is appropriate for the director to continue to serve on the Board and be nominated for re-election.


Majority Voting in Director Elections						In an election of directors where the number of directors nominated does not exceed the total number of directors to be elected, director nominees must receive the affirmative vote of a majority of votes cast to be elected. If a director receives more votes “Against” his or her election than votes “For” his or her election, the director must promptly tender his or her resignation.
Annual Election of Directors						All of our directors are elected annually at our annual meeting of shareholders.
Director Time Commitment						Non-employee directors may not serve on more than 4 other public-company boards, and directors who are either an executive of the Company or an executive of another company may not serve on more than 2 other public-company boards. No director may serve as a member of the Audit Committee if that director serves on the audit committee of more than 2 other public companies unless the Board determines that such simultaneous service would not impair the ability of that director to serve effectively on the Audit Committee.
Proxy Access						Any shareholder or any group of up to 20 shareholders owning at least 3% of Entergy’s outstanding common stock for at least 3 years may nominate and include in our proxy materials director nominees constituting up to 20% of the Board in accordance with our Bylaws.
No Shareholder Rights Plan						Entergy does not have a shareholder rights plan, otherwise known as a “Poison Pill.” Our Board policy requires shareholder approval for the adoption of any Poison Pill.
No Supermajority Voting Provisions						Our Restated Certificate of Incorporation and Bylaws contain majority vote standards for all actions requiring shareholder approval.
Anti-Hedging Policy						We have adopted an anti-hedging policy that prohibits officers, directors and employees from entering into hedging or monetization transactions involving our common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles or equity swaps or other derivatives that are directly linked to the Company’s stock, and transactions involving “short-sales” of the Company’s stock.
Director Stock Ownership						Within 5 years of their election, directors must hold shares or units of Entergy common stock having a market value of at least 5 times the annual cash retainer.


Stuart L. Levenick Lead Director (since 2016)						Lead Director Duties: •Calls meetings of the independent directors •Leads Board meetings when the Chair is not present •Presides at executive sessions of the independent directors and all meetings of the Board at which the Chair and Chief Executive Officer is not present •Serves as a member of the Executive Committee of the Board •Serves as a liaison between the independent directors and the Chair and Chief Executive Officer •Serves as the point of contact for shareholders and others to communicate with the Board •Meets individually with each director to discuss the performance of the individual director, the Board and its committees •Reviews and advises on Board meeting agendas and consults with the Chair and Chief Executive Officer on the preparation of agendas •Provides feedback from the Board to the Chair and Chief Executive Officer following each executive session of independent directors and, together with the Chair of the Talent and Compensation Committee, provides the Chair and Chief Executive Officer with an annual performance review •Assists with recruitment of director candidates and, along with the Chair, may extend the invitation to a new potential director to join the Board


Chair of the Board and CEO			Lead Independent Director			Committee Chair			Committee Member


Audit Committee
						Chair: Patrick J. Condon* Other Members: John H. Black, Philip L. Frederickson, M. Elise Hyland and Karen A. Puckett 9 meetings in 2023 All members satisfy the heightened independence standards and qualification criteria of the NYSE and SEC and are financially literate. Mr. Black, Mr. Condon and Mr. Frederickson qualify as “Audit Committee Financial Experts.” Key Responsibilities •Oversees our accounting and financial reporting processes and the audits of our financial statements; •Assist the Board in fulfilling its oversight responsibilities with respect to our compliance with legal and regulatory requirements, including our disclosure controls and procedures; •Decides whether to appoint, retain or terminate our independent auditors; •Pre-approves all audit, audit-related, tax and other services, if any, provided by the independent auditors; •Appoints and oversees the work of our Vice President, Internal Audit and assesses the performance our Internal Audit Department; and •Prepares the Audit Committee Report.

* Mr. Condon will be retiring at the Annual Meeting and it is anticipated that John Black, should he be re-elected at the Annual Meeting, will succeed Mr. Condon as Chair of the Audit Committee.

Corporate Governance Committee
						Chair: Stuart L. Levenick Other Members: Gina F. Adams, Brian W. Ellis and Blanche L. Lincoln 8 meetings in 2023 Key Responsibilities •Recommends the director nominees for approval by the Board and shareholders; •Establishes and implements self-evaluation procedures for the Board and its committees, including individual director evaluations; •Reviews annually and makes recommendations to the Board on the form and amount of non-employee director compensation; and •Provides oversight of the Company’s sustainability strategies, policies and practices, including those relating to climate change and corporate social responsibility.


Finance Committee
						Chair: Philip L. Frederickson Other Members: John R. Burbank, Kirkland H. Donald and M. Elise Hyland 10 meetings in 2023 Key Responsibilities •Oversees corporate capital structure and budgets and recommends approval of capital projects; •Oversees financial plans and key financial risks; •Reviews and makes recommendations to the Board regarding our financial policies, strategies, and decisions, including our dividend policy; •Reviews our investing activities; and •Reviews and makes recommendations to the Board with respect to significant investments.


Nuclear Committee
						Chair: Kirkland H. Donald Other Members: John H. Black, Patrick J. Condon and Stuart L. Levenick 5 meetings in 2023 The number of Nuclear Committee meetings in 2023 does not include meetings that members of the Nuclear Committee participated in with the nuclear executive team at our nuclear sites or meetings with the Institute of Nuclear Power Operations. Key Responsibilities •Provides non-management oversight and review of matters relating to the operation of the Company’s nuclear generating plants; •Focuses on safety, operating performance, operating costs, staffing and training; and •Consults with management concerning internal and external nuclear-related issues.


Talent and Compensation Committee
						Chair: Karen A. Puckett Other Members: Gina F. Adams, John R. Burbank, Brian W. Ellis and Blanche L. Lincoln 9 meetings in 2023 All members satisfy the heightened independence standards and qualification criteria in the NYSE and SEC rules. Key Responsibilities •Determines and approves the compensation of our Chief Executive Officer and other senior executive officers; •Approves or makes recommendations to the Board to approve incentive, equity-based and other compensation plans; •Develops and implements compensation policies; •Evaluates the performance of our Chair and Chief Executive Officer; •Reports at least annually to the Board on succession planning, including succession planning for the Chief Executive Officer; and •Provides oversight of the Company’s organizational health and diversity and inclusion strategies.


Questionnaires A comprehensive questionnaire is circulated to all independent directors asking each to assign ratings and comment on a wide range of issues relating to Board effectiveness.						Our Board self-evaluation covers the following areas, among others: •Board effectiveness; •Satisfaction with the performance of the Lead Director; •Board and committee structure and composition; •Satisfaction with the performance of the Chair; •Access to the CEO and other members of senior management; •Individual performance; •Director growth and development opportunities; •Quality of the Board discussions and balance between presentations and discussion; •Quality of materials presented to directors; •Board and committee information needs; •Satisfaction with Board agendas and the frequency of meetings and time allocation; •Whether the Board is focusing on the most important issues; •Oversight of key risks and risk management; •Board dynamics, culture and dialogue; •Board and committee succession planning; •Director access to experts and advisors; and •Satisfaction with the evaluation format.

Detailed Interviews The Lead Director and Chair of the Board meet individually with each director to discuss the director’s individual performance and to obtain any additional feedback on the performance of the Board and its committees. In 2024, an independent facilitator conducted detailed interviews with each director and provided feedback to the Lead Director and Chair of the Board.

Full Board Discussion The collective ratings and comments from the questionnaires and interviews are compiled (on an anonymous basis), summarized and presented to the Corporate Governance Committee and full Board for discussion in executive session held in connection with the annual Board Retreat.

Follow-Through The Board will consider results of these evaluations in making decisions on Board agendas, structure, responsibilities, policies and practices, as appropriate.


Board Committee			Primary Sustainability Oversight Responsibility
Corporate Governance			Overall corporate sustainability strategy and policies, including with respect to climate change and corporate social responsibility; corporate governance issues; governmental, regulatory, public policy and public relations matters; public advocacy activities; stakeholder engagement; and shareholder concerns
Talent and Compensation			Executive compensation policy and incentive plan design; employee and human resources issues; employee training and development; talent management; employee and contractor safety; organizational health; DIB and supplier diversity
Audit			Environmental compliance and auditing; ethics and compliance; market and credit risks; cybersecurity risks; vendor and supply chain risks; financial reporting processes and risks; other strategic risks and general risk oversight
Finance			Financial stability; major capital investments
Nuclear			Safety risks unique to the nuclear fleet; sustainability of our nuclear plants


			•Shareholders appreciated the opportunity to meet with our team for open discussion and to directly ask questions;
			•Investors remained interested in our commitment to achieve net zero carbon emissions by 2050, including our long-term supply plan and the recent drivers of changes to our expected renewables generation, as well as the inclusion of generation capable of hydrogen co-firing and CCS in our generation mix, the future role of advanced nuclear power, and our interim 2030 climate goals;
			•Investors continued to express interest in climate change risk, including a focus on our climate resilience strategy (including wildfire risk management);
			•Other environmental topics of interest included our unique opportunity to assist our industrial customers in achieving their environmental goals;
			•Investors remained interested in human capital issues, particularly relating to the impact on employees of the closing of our coal generation plants and our DIB programs and strategy;
			•Investors continue to be interested in Board refreshment and the process we use to select new directors;


			•Investors also continue to be interested in oversight and disclosure of contributions to political organizations and trade associations; and
			•We received valuable feedback on our disclosures of important sustainability strategies and measures, including on the non-financial measures in the funding mechanism for our annual incentive awards.


•Incorporation of non-financial measures into the funding mechanism for our annual incentive awards;
•Announcement of our commitment to achieve net zero carbon emissions by 2050;
•Announcement of a 2030 interim climate goal to achieve 50% carbon free energy capacity by 2030;
•Publication of our TCFD-aligned climate report in fall of 2022;
•Resuming participation in the CDP in 2020;
•Mapping our disclosures to the SASB standards;
•Addition of a one-on-one individual assessment component to our Board self-evaluation process;
•Amendments to our Corporate Governance Guidelines and director orientation policy to incorporate an on-going strategic approach to Board refreshment and an individualized, life-cycle approach to director onboarding, training and development;
•Enhancements to our proxy disclosure, including in the areas of risk oversight (including cyber risk and human capital management oversight), climate strategy and human capital management oversight director backgrounds and qualifications, and incentive plan target setting;
•Enhancements to our sustainability disclosures, including those relating to our political contributions, lobbying activities and related board oversight, human capital management governance and oversight and water management; and
•Other enhancements to the environmental and sustainability disclosures on our website and in our Integrated Report.


Compensation	Amount
Quarterly Cash Retainer	$	28,125
Annual Lead Director Retainer	$	35,000
Annual Audit Committee Chair Retainer	$	25,000
Annual Nuclear and Talent and Compensation Committee Chair Retainer	$	20,000
Annual Finance Chair Retainer	$	15,000
Annual Corporate Governance Committee Chair Retainer	$	20,000
Annual Nuclear Committee Member Retainer	$	18,000


Name1	Fees Earned or Paid in Cash ($)2		Stock Awards ($)3		All Other Compensation ($)4		Total ($)
Gina F. Adams	$	84,375	$	85,940	$	—	$	170,315
John H. Black	$	87,630	$	85,940	$	2,066	$	175,636
John R. Burbank	$	112,500	$	167,655	$	13,850	$	294,005
Patrick J. Condon	$	155,500	$	167,655	$	28,068	$	351,223
Kirkland H. Donald	$	150,500	$	167,655	$	32,186	$	350,341
Brian W. Ellis	$	112,500	$	167,655	$	4,701	$	284,856
Philip L. Frederickson	$	127,500	$	167,655	$	24,408	$	319,563
Alexis M. Herman	$	48,302	$	111,961	$	66,411	$	226,673
M. Elise Hyland	$	112,500	$	167,655	$	10,187	$	290,342
Stuart L. Levenick	$	185,500	$	167,655	$	61,764	$	414,919
Blanche L. Lincoln	$	112,500	$	167,655	$	40,246	$	320,401
Karen A. Puckett	$	132,500	$	167,655	$	33,260	$	333,415


ü			The Board of Directors and the Audit Committee unanimously recommend that the shareholders vote FOR the ratification of the appointment of Deloitte & Touche.