Entergy Corp DEF 14A, filed Mar 27, 2026

Entergy Corp (ETR)

DEF 14A 2026-03-27 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Entergy Corp filed this DEF 14A on March 27, 2026.

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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 8, 2026	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/ETR2026

Record Date	You can vote if you were a shareholder of record on March 11, 2026.

Items of Business	To vote on the following proposals: 1Election of 12 Directors named in the attached Proxy Statement, each for a one-year term expiring in 2027. 2Ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2026. 3An advisory vote to approve Named Executive Officer Compensation. 4Such 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/ETR2026


A Message to Shareholders			A
Notice of Annual Meeting of Shareholders			B
Proxy Summary			1
202 6 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
Our 202 6 Director Nominees			11
Director Qualifications			17
Identifying Director Candidates			19
Director Nominee Recommendations			20
Corporate Governance			21
Key Corporate Governance Features			21
Director Independence			23
Structure and Operation of Our Board and Committees			23
Director Orientation, Training and Development			30
Risk Oversight			31
Our Commitment to Sustainability			34
Shareholder Engagement			36
Review and Approval of Related Party Transactions			38
2025 Non-Employee Director Compensation			39
202 5 Non-Employee Director Compensation Program			39
Cash Compensation Paid to Non-Employee Directors			39
Equity-Based Compensation Paid to Non-Employee Directors			39
Director Stock Ownership Requirements			40


2025 Non-Employee Director Compensation Table			41
Audit Matters			42
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Account ing Firm for 2026			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			89
Pay Versus Performance			90
Policies and Practices Related to the Timing of Grants of Certain Equity Awards			95
Entergy Share Ownership			96
Directors and Executive Officers			96
Beneficial Owners of More Than Five Percent of Entergy Common Stock			97
Other Important Information			98
Code of Business Conduct and Ethics			98
Key Corporate Governance Documents			98
Submitting Shareholder Proposals and Director Nominees for Our 202 7 Annual Meeting			98
How To Obtain Our Annual Report on Form 10-K			99
Cautionary Note Regarding Forward-Looking Statements			99
General Information About the Annual Meeting			100
Appendix A – Reconciliation of Earnings per Share (GAAP) to Adjusted Earnings per Share (Non-GAAP)			A-1


			Date and Time			10:00 a.m. Central Time, Friday, May 8, 2026
			Location			This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2026
			Record Date			March 11, 2026
			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/ETR2026


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.


March 27, 2026 Fellow Shareholders: You are cordially invited to attend Entergy Corporation’s 2026 Annual Meeting of Shareholders (Annual Meeting), which will be held in a virtual-only format on Friday, May 8, 2026 at 10:00 a.m. Central Time. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting. 2025 was a year of great progress at Entergy. We want to thank our team of over 12,000 employees for their passion and commitment to driving our results each day, and we also extend our gratitude to our customers and shareholders for their support. Our annual letter to stakeholders included in our 2025 Annual Report discusses Entergy’s 2025 performance, strategy and outlook for the future. Our 2025 key accomplishments are discussed beginning on page 47 of the accompanying Proxy Statement, and a summary of our financial performance in 2025 can also be found on page 3. At the Annual Meeting, we plan to share some of these performance highlights in addition to conducting the official business of the meeting. Throughout 2025, 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. Board refreshment and strategic Board succession planning remain a key focus for our Board. In 2025, we were pleased to welcome two new directors to our Board. R. Lewis Ropp, a retired Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, joined our Board in August 2025, and in November 2025, our Board welcomed Retired Admiral James F. (Frank) Caldwell, Jr. following a distinguished career of over 42 years in the United States Navy, where he most recently served as Director of the Naval Nuclear Propulsion Program. Lewis and Frank bring valuable perspectives to the Board as we continue to oversee Entergy's evolving strategy and risks during a time of great change for our company and the industry. In closing, we would like to emphasize that your vote is important to us. Whether or not you plan to participate in the Annual Meeting, 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. We look forward to welcoming you to the Annual Meeting and thank you for your support of Entergy.
	Andrew S. Marsh Chair of the Board and Chief Executive Officer	Stuart L. Levenick Lead Director


			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/ETR2026


Name, Age, Independence, Primary Occupation	Director Since	Committees
Gina F. Adams, 67, Independent Executive Vice President, General Counsel and Secretary, FedEx Corporation	2023	CG, TC
John H. Black, 67, Independent Retired Audit Partner, Deloitte & Touche LLP	2023	A*, N
John R. Burbank, 62, Independent Independent Strategic Advisor and Entrepreneur	2018	F, TC
James F. Caldwell, Jr., 67, Independent Retired Director, Naval Nuclear Propulsion Program, U.S. Navy	2025	N, TC
Kirkland H. Donald, 72, Independent Chairman, Huntington Ingalls Industries, Inc.	2013	F, N*


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


Board Structure and Independence						•Regular refreshment, with average tenure of 7.4 years for our director nominees •Strong Lead Director with clearly defined duties and responsibilities •Highly skilled Board from a variety of backgrounds that provides a range of viewpoints, with skills and relevant experiences 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 human capital management, executive compensation, talent and culture strategies, and succession planning •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, and a discretionary clawback policy regarding detrimental conduct that applies to all 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 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 requirements •No poison pill; Board policy requires shareholder approval for adoption


2025 Annual Incentive Performance Measures	2025 Percentage of EAM	Target Goal1	2025 Results4	Level of Achievement
ETR Adjusted EPS ($)2	60%	3.85	3.91	156%
Adjusted FFO/Debt Ratio3	10%	14.6%	15.2%	200%
Safety	10%	SIF: 2 TRIR: 0.38 P1 Poles: <10 Veg. Miles: 1,008	SIF:12 TRIR: 0.46 P1 Poles: 3 Veg. Miles: 1,630	50%
Customer NPS	10%	Residential: 25 (top of 2nd quartile) Business: 19 (1st quartile) Large C&I: 50	Residential: 20 (1st quartile) Business: 14 (1st quartile) Large C&I: 55	200%
Talent, Culture and Commerce	10%	Qualitative		104%
EAM	100%			149%


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


Andrew S. Marsh
Age 54 New Orleans, LA Director since 2022						Board Committee: Executive (Chair) Professional Highlights •Chair of the Board, Entergy (since February 2023) •CEO, Entergy (since November 2022) •Executive Vice President and Chief Financial Officer, Entergy (2013-2022) •Director, Nuclear Electric Insurance Limited (NEIL) (private company) (since 2020)
Key Qualifications and Experience: As our Chair and CEO 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 67 Washington, D.C. Director since 2023						Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Executive Vice President, General Counsel and Secretary, FedEx Corporation (FedEx) (a transportation, e-commerce and business services company) (since September 2024) •Corporate Vice President, Government and Regulatory Affairs, FedEx (2001-2024) •Staff Vice President, International Regulatory Affairs, FedEx (1999-2001) •Staff Director, International Regulatory Affairs, FedEx (1998-1999) •Managing Attorney, International Regulatory Affairs, FedEx (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 (2023-2025; Trustee, 2007-2025) •Director, U.S. Chamber of Commerce (since 2026)
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 Executive Vice President, General Counsel and Secretary at FedEx. Ms. Adams also brings valuable experience in human capital management acquired through significant roles in senior management for a large enterprise and in risk management and business transformations through her legal and business experience and outside board service.


John H. Black
Age 67 Atlanta, GA Director since 2023						Board Committees: Audit (Chair), Nuclear and Operations Oversight 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 sustainability programs and reporting practices and internal controls relating to sustainability data.

John R. Burbank
Age 62 Groton, CT 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 •Former Director, Vizio Holding Corp. (former public company, acquired by Walmart, Inc.) (2020-2024)
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 James F. Caldwell, Jr., USN (Ret.)
Age 67 Annapolis, MD Director since 2025						Board Committees: Nuclear and Operations Oversight, Talent and Compensation Professional Highlights •Independent Consultant (since 2025) •Admiral U.S. Navy (Retired) •Director, Naval Nuclear Propulsion (2015-2024) •Director, Severn Leadership Group (since 2025) •Strategic Advisory Panel Member, Uranium Energy Corporation (since 2026)
Key Qualifications and Experience: Mr. Caldwell brings to the Board deep nuclear expertise and valuable leadership and risk-management experience gained through his distinguished career of over 42 years in the United States Navy and through his business and senior management experience serving as an independent consultant to various large companies and firms on nuclear matters since retiring from the Navy.

Admiral Kirkland H. Donald, USN (Ret.)
Age 72 Mount Pleasant, SC Director since 2013						Board Committees: Finance, Nuclear and Operations Oversight (Chair) Professional Highlights •President and Chief Executive Officer, Systems Planning and Analysis, Inc. (a global advisory and technical services firm supporting complex national security programs) (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. (since 2020; director since 2017) •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 60 Bethesda, MD Director since 2020						Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Senior Vice President (2016-2026) and General Counsel (2016-2025), Danaher Corporation (a global science and technology innovation company) •Vice President and Group Counsel, Medtronic, Inc. (a medical device company) (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 69 Arden, NC Director since 2015						Board Committees: Audit, Executive, Finance (Chair) Professional Highlights •Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips (a hydrocarbon exploration and production company) (2006-2008) •Executive Vice President, Commercial, ConocoPhillips (2002-2006) •Former Director, Sunoco Logistics Partners L.P. (former public company, acquired by 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 66 Pittsburgh, PA Director since 2019						Board Committees: Finance, Nuclear and Operations Oversight Professional Highlights •Senior Vice President, EQT Corporation (a petroleum and natural gas exploration and pipeline company) and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (midstream services provider) (2017-2018) •Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (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, acquired by EQT Corporation) •Former Director, Washington Gas Light Company (former public company, acquired by AltaGas Ltd.) •Former Director, Marathon Oil Corporation (former public company)
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 background 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 73 Naples, FL Director since 2005						Lead Director Board Committees: Corporate Governance (Chair), Executive, Nuclear and Operations Oversight Professional Highlights •Lead Director, Entergy (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. •Former Director, W. W. Grainger, Inc. (public company) (2005-2025; Lead Director from 2014-2025) •Former Director, Finning International, Inc. (public company) (2016-2025)
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.


Karen A. Puckett
Age 65 Houston, TX 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. (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, 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 executive 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 and her prior and current outside board service.

R. Lewis Ropp
Age 66 Dallas, TX Director since 2025						Board Committees: Audit, Corporate Governance Professional Highlights •Retired Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors (diversified investment management firm) (2001-2024) •Executive Committee, Barrow Hanley (2017-2024) •Managing Director, Frost Securities, Inc. (1999-2001) •Research Analyst, Howard Weil, Labouisse, Frederichs, Inc. (1998-1999) •Process Team Leader, Shell Oil Company (1990-1997) •Former First Lieutenant, Louisiana Army National Guard Other Current Public Company Boards •Director, Magnolia Oil & Gas Corporation (oil and gas exploration and production company) (since January 2025)
Key Qualifications and Experience: Mr. Ropp brings to the Board extensive experience in both the finance industry and energy operations as well as a deep understanding of capital markets, investor relations, regulatory compliance and the risks and opportunities facing our industry. In addition, he contributes significant experience on safety and environmental compliance, acquired through his career in the energy industry, where he helped design processes and lead health, safety and environmental teams for both upstream and downstream organizations. Mr. Ropp also has a degree in environmental engineering and served on the United Nations Principals for Responsible Investing Oil & Gas Advisory Committee, where he led engagement conversations with industry executives on the transition risks for oil & gas companies to a low-carbon environment. He also brings significant senior executive management experience and corporate governance experience acquired through his career at Barrow Hanley and current outside board service.


•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 talent and culture matters •Ability to represent the interests of all stakeholders						•Knowledge of corporate governance matters •Understanding of the advisory and proactive oversight responsibility of the Board •Appreciation of their role as a public company director and the fiduciary duties owed to shareholders •Strong intellectual and analytical skills •Business and professional achievements


1 Collect Candidate Pool Independent Search Firm Shareholder recommendations Director recommendations Management recommendations

2 Holistic Candidate Review The experience and qualifications of potential candidates are comprehensively reviewed and are the subject of rigorous discussion during Corporate Governance Committee and Board meetings. The candidates that emerge from this process are interviewed by members of the Corporate Governance Committee and other Board members, including the Chair and Lead Director. During these meetings, directors assess candidates based on, among other things: Skills and Experience Qualifications and Background Independence and Potential Conflicts

3 Recommendation to the Board The Corporate Governance Committee presents qualified candidates to the Board for review and approval.

4 New Directors Added Through this process and as part of the Board’s ongoing, strategic approach to board refreshment, six new Directors have joined the Board since 2020. Collectively, these six directors have been outstanding additions to the Board and have brought the following: Relevant Industry and Business Experience Legal and Governance Expertise Government / Public Policy Experience Stakeholder Engagement Experience Finance and Accounting Experience Sustainability Experience Nuclear Operations Experience Variety of Backgrounds, Skills and Experiences


Strong Independent Board Leadership						All directors, other than our CEO, 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 regular Board meeting.
Annual Board Evaluations						The Board, its committees and individual directors are evaluated on an annual basis.
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 of Backgrounds and Experiences						The Board is committed to reflecting a broad variety of backgrounds, skillsets and relevant experiences, and potential Board nominees are assessed to determine whether they contribute to that objective.
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 does not receive a majority of votes cast “For” his or her election, the director must promptly tender his or her resignation for consideration by the Corporate Governance Committee.
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 four 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 two other public-company boards. Outside board service is considered in connection with the annual nomination process for the election of directors. No director may serve as a member of the Audit Committee if that director serves on the audit committee of more than two 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 three years may nominate and include in our proxy materials director nominees constituting up to the greater of two directors or 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 Requirements						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 five years of their election, directors must hold shares or units of Entergy common stock having a market value of at least five times the annual cash retainer.


Stuart L. Levenick						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 CEO 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 CEO •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 CEO on the preparation of agendas •Provides feedback from the Board to the Chair and CEO following each executive session of independent directors and, together with the Chair of the Talent and Compensation Committee, provides the Chair and CEO 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


•Operates pursuant to a written charter; •Evaluates its performance annually; •Reviews its charter annually;						•Reports its activities to the Board; •Works closely with management, as appropriate; and •Meets regularly.


« Chair of the Board and CEO			µ Lead Director			Committee Chair			Committee Member


Audit Committee
						Chair: John Black Other Members: Philip Frederickson, Lewis Ropp and Karen Puckett 9 meetings in 2025 All members satisfy the heightened independence standards and qualification criteria of the NYSE and SEC and are financially literate. Mr. Black, Mr. Frederickson and Mr. Ropp 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.


Corporate Governance Committee
						Chair: Stuart Levenick Other Members: Gina Adams, Brian Ellis and Lewis Ropp 6 meetings in 2025 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 our sustainability strategies, policies and practices, including those relating to climate change and corporate social responsibility.


Finance Committee
						Chair: Philip Frederickson Other Members: John Burbank, Kirkland Donald and Lisa Hyland 13 meetings in 2025 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 and Operations Oversight Committee
						Chair: Kirkland Donald Other Members: John Black, Frank Caldwell, Lisa Hyland and Stuart Levenick 5 meetings* in 2025 Key Responsibilities •Provides non-management oversight and review of matters relating to the operation of the Company’s nuclear generating plants and the Company’s major electric generation, transmission and distribution capability and operations; •Focuses on safety, operating performance, operating costs, staffing and training; and •Consults with management concerning internal and external nuclear-related issues. * The number of Nuclear and Operations Oversight Committee meetings in 2025 does not include meetings that members of the committee participated in with the nuclear executive team at our nuclear sites or meetings with the Institute of Nuclear Power Operations.


Talent and Compensation Committee
						Chair: Karen Puckett Other Members: Gina Adams, John Burbank, Frank Caldwell and Brian Ellis 14 meetings in 2025 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 CEO 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 CEO; •Reports at least annually to the Board on succession planning, including succession planning for the CEO; and •Provides oversight of the Company’s talent and culture, organizational health and workforce 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.


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 program design; employee and human resources issues; employee training and development; talent management and succession planning; employee and contractor safety; organizational health; and culture-related strategies, programs and initiatives
Audit			Environmental compliance and auditing; ethics and compliance; market and credit risks; cybersecurity risks; vendor and supply chain risks; financial reporting processes and risks; and other strategic risks and general risk oversight
Finance			Financial stability; and major capital investments
Nuclear and Operations Oversight			Safety risks unique to the nuclear fleet and electric generation, transmission and distribution operations; and sustainability of our nuclear plants and electric generation, transmission and distribution operations


			•Shareholders appreciated the opportunity to meet with our team for open discussion and to ask questions directly;
			•Investors remained interested in our goal to achieve net zero carbon emissions by 2050, including our long-term supply plan, the recent new large customer announcements and associated additional 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 decarbonization progress;
			•Investors continued to express interest in climate change risk, including a focus on our climate resilience strategy (including wildfire risk management);
			•Investors remained interested in human capital issues, particularly relating to our inclusion and belonging strategy, and talent capability-building and retention;
			•Investors continue to be interested in Board refreshment and the process we use to select new directors; and
			•We received valuable feedback on our disclosures of important sustainability strategies and measures, including on the non-financial measures in our annual and long-term incentive programs.


Compensation			Amount
Quarterly Cash Retainer			$30,625
Annual Lead Director Retainer			$40,000
Annual Audit Committee Chair Retainer			$25,000
Annual Nuclear and Operations Oversight Committee Chair Retainer Annual Talent and Compensation Committee Chair Retainer Annual Corporate Governance Committee Chair Retainer			$20,000
Annual Finance Chair Retainer			$15,000
Annual Nuclear and Operations Oversight Committee Member Retainer			$18,000


Name1	Fees Earned or Paid in Cash ($)2	Stock Awards ($)3	All Other Compensation ($)4	Total ($)
Gina F. Adams	$120,000	$177,724	$5,748	$303,472
John H. Black	$163,000	$177,724	$11,940	$352,664
John R. Burbank	$120,000	$177,724	$31,227	$328,951
James F. Caldwell, Jr.	$10,208	$7,756	$405	$18,369
Kirkland H. Donald	$158,000	$177,724	$45,940	$381,664
Brian W. Ellis	$120,000	$177,724	$14,157	$311,881
Philip L. Frederickson	$135,000	$177,724	$36,946	$349,670
M. Elise Hyland	$120,000	$177,724	$21,819	$319,543
Stuart L. Levenick	$193,000	$177,724	$77,235	$447,959
Karen A. Puckett	$140,000	$177,724	$47,474	$365,198
R. Lewis Ropp	$36,410	$27,545	$2,247	$66,202