ENTERGY NEW ORLEANS LLC
For the period ended Dec 31, 2024. Filed Feb 18, 2025.
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FY2024 · Filed Feb 18, 2025
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Item 11. Executive Compensation
ENTERGY CORPORATION
Information concerning compensation earned by the directors and officers of Entergy Corporation is set forth in the 2025 Entergy Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 2, 2025, under the headings “Compensation Discussion and Analysis,” “Annual Compensation Programs Risk Assessment,” “Compensation Tables,” “Pay Ratio Disclosure,” and “2024 Non-Employee Director Compensation,” all of which information is incorporated herein by reference. In this section, Entergy Corporation is also referred to as “Entergy” or the “Company.”
ENTERGY ARKANSAS, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND ENTERGY TEXAS
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes the executive compensation policies, programs, philosophy, and decisions regarding the Named Executive Officers (“NEOs”) for 2024. It also explains how and why the Talent and Compensation Committee of Entergy Corporation’s Board of Directors arrived at the compensation decisions involving the NEOs in 2024 who were:
| Name(1) | Title |
|---|---|
| Marcus V. Brown | Executive Vice President and General Counsel |
| Haley R. Fisackerly | President and Chief Executive Officer, Entergy Mississippi |
| Kimberly A. Fontan | Executive Vice President and Chief Financial Officer, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas |
| Laura R. Landreaux | President and Chief Executive Officer, Entergy Arkansas |
| Andrew S. Marsh | Chair of the Board and Chief Executive Officer |
| Phillip R. May, Jr. | President and Chief Executive Officer, Entergy Louisiana |
| Peter S. Norgeot, Jr. | Executive Vice President and Chief Operating Officer, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas |
| Deanna D. Rodriguez | President and Chief Executive Officer, Entergy New Orleans |
| Eliecer Viamontes | President and Chief Executive Officer, Entergy Texas |
| Roderick K. West | Former Group President, Utility Operations, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas |
(1)Messrs. Brown, Marsh, and Norgeot and Ms. Fontan hold the positions referenced above as executive officers of Entergy Corporation. Mr. West held the position referenced above as an executive officer of Entergy Corporation until November 1, 2024 when he transitioned to a senior strategic advisory role effective November 1, 2024 in connection with his retirement from the Company on January 31, 2025. No additional compensation was paid in 2024 to any of these officers for their service as NEOs of the Utility operating companies.
On December 12, 2024, Entergy effected a two-for-one forward stock split of Entergy Corporation common stock and a proportionate increase in the number of authorized shares of its common stock (“Stock Split”). Shares began trading on a Stock Split-adjusted basis at market open on December 13, 2024. All share and per share information throughout this CD&A has been retroactively adjusted to reflect the Stock Split.
All of Entergy Arkansas’s, Entergy Louisiana’s, Entergy Mississippi’s, Entergy New Orleans’s, and Entergy Texas’s directors are employees of Entergy or its subsidiaries and do not receive any additional compensation for their services as director.
Entergy Corporation’s Compensation Principles and Philosophy
Entergy Corporation’s executive compensation programs are based on a philosophy of pay for performance aimed at achieving the Company’s strategy and business objectives. Entergy Corporation believes its executive compensation programs advance the interests of all of its stakeholders, as they are thoughtfully designed to:
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 Entergy Corporation’s stakeholders, including its customers, employees, communities, and owners.
Alignthe interests of Entergy Corporation’s executives with the Company’s long-term business strategy by tying equity-based awards to performance metrics designed to focus Entergy Corporation’s executives on driving continuous improvement in operational and financial results to the benefit of all stakeholders, including Entergy Corporation’s customers, employees, communities, and owners.
Compensation Best Practices
The Talent and Compensation Committee reviews Entergy’s executive compensation programs on an ongoing basis to evaluate whether they support the Company’s executive compensation principles and philosophy and are aligned with the interests of our stakeholders. The Company’s executive compensation practices include the following, each of which the Talent and Compensation Committee believes reinforces our executive compensation principles and philosophy:
| Practice | Description |
|---|---|
| Pay for Performance | The executive compensation programs are designed to yield pay outcomes that the Company believes are highly correlated with performance and support long-term value creation. |
| Annual and Long-Term Incentive Measures Drive Desired Employee Behaviors | Performance measures for the annual and long-term incentive programs are designed to incentivize employee behaviors that serve the Company’s key stakeholders. |
| Double Trigger Change-in-Control | The Company requires both a change-in-control and an involuntary termination without cause or voluntary termination with good reason for cash severance payments and immediate vesting of unvested equity awards. |
| Long-Term Incentives Paid in Stock | All long-term incentive awards are settled in shares of Entergy common stock. |
| Stock Ownership Guidelines | The Company requires executive officers to own a significant amount of Entergy Corporation common stock. |
| Cap on Incentive Awards for OCE Members | The maximum payout for members of the Office of the Chief Executive (“OCE”), which members include all of the NEOs, is capped at 200% of the target opportunity for the annual incentive and long-term Performance Unit Program (“PUP”) awards. |
| Rigorous Goals | The Company sets financial goals based on externally disclosed annual and multi-year guidance and outlooks and non-financial goals based on a rigorous internal review. |
| Practice | Description |
|---|---|
| Clawback Policies Beyond Dodd-Frank Requirements | Entergy’s officers (as defined under Section 16), including the NEOs, are subject to a recoupment policy that complies with and, in certain respects, goes beyond, the requirements of the SEC rules and NYSE Listing Standards for the recovery of any erroneously awarded performance-based incentive compensation. Additionally, all executive officers of Entergy and its subsidiaries, including the NEOs, are subject to a discretionary recoupment policy that allows for recovery of incentive compensation, including time-based awards, from an officer who engages in certain detrimental conduct. See section of this CD&A discussing “Recoupment of Compensation (Clawback Provisions)” for additional information about these policies. |
| No Hedging of Company Stock | Directors, executive officers, and employees of Entergy and its subsidiaries may not directly or indirectly engage in transactions intended to hedge or offset the market value of the Company’s common stock owned by them. |
| No Pledging of Company Stock | Directors and executive officers of Entergy and its subsidiaries may not directly or indirectly pledge Entergy common stock as collateral for any obligation. |
| No Excessive Perquisites | Executive officers receive limited ongoing perquisites that make up a small portion of total compensation. |
| No Tax Gross-Ups | The Company does not provide tax gross-ups to the members of the OCE other than certain relocation benefits. |
| No Dividends on Unearned Performance Awards | The Company does not pay dividends on unearned PUP awards. |
| No Repricing or Exchange of Underwater Stock Options | The Company’s equity incentive plan does not permit repricing or the exchange of underwater stock options without the approval of its shareholders. |
| No Employment Agreements | The Company does not have employment contracts with its executive officers. |
| Independent Compensation Consultant | The Talent and Compensation Committee retains an independent compensation consultant to advise on the executive compensation programs and practices. |
| Annual Say-on-Pay | The Company values the input of its shareholders on the executive compensation programs and holds annual say-on-pay votes. |
| Annual Compensation Risk Assessment | A risk assessment of the compensation programs is performed on an annual basis to ensure that the programs and policies do not incentivize unnecessary or excessive risk-taking behavior. |
2024 Incentive Program Changes
Based in part on shareholder feedback and consistent with our compensation principles and philosophy discussed earlier in this CD&A, the Talent and Compensation Committee refined Entergy's 2024 incentive compensation programs by:
Moving the Adjusted FFO/Debt Ratio measure from the PUP to the annual incentive program, weighted at 10%, and moving the Environmental Stewardship measure from the annual incentive program to the PUP, beginning with the 2024–2026 performance period (“2024–2026 PUP”), weighted at 20%. The Environmental Stewardship measure introduced into the 2024–2026 PUP is based purely on quantitative components related to climate resilience and carbon-free generation, subject to a modifier for progress on carbon capture and storage (“CCS”) objectives;
Removing the tax adjustment from the calculation of the ETR Adjusted EPS results in the annual incentive program;
Adjusting the design of the Safety measure in the annual incentive program to incorporate Total Recordable Incident Rate (“TRIR”) as a component equally weighted with the existing Serious Injury and Fatality (“SIF”) component; and
Adjusting the design of the Customer net promoter score (“NPS”) measure in the annual incentive program to incorporate large commercial and industrial (“C&I”) customer feedback, equally weighted with the residential and business customer feedback components.
As a result of the above refinements, the frameworks for our 2024 incentive compensation programs comprised the following measures:
| Annual Incentive Program | 2024–2026 PUP | ||
|---|---|---|---|
| Measure | Weighting | Measure | Weighting |
| ETR Adjusted EPS | 60% | Relative Total Shareholder Return (“TSR”) | 80% |
| Adjusted FFO/Debt Ratio | 10% | Environmental StewardshipClimate ResilienceCarbon-Free Generation* | 20% |
| SafetySIF CountTRIR | 10% | ||
| Customer NPSResidentialBusinessLarge C&I | 10% | * subject to carbon capture modifier | |
| Diversity, Inclusion, & Belonging (“DIB”) | 10% | ||
Under the 2024 incentive compensation program frameworks described above, the performance assessments for 90% of the overall annual incentive program funding and for 100% of the 2024–2026 PUP funding are purely quantitative.
What Entergy Corporation Pays and Why
How Entergy Corporation Makes Compensation Decisions
Role of the Talent and Compensation Committee
The Talent and Compensation Committee, which is composed solely of independent directors, determines the compensation for each member of the OCE and oversees the design and administration of Entergy’s executive compensation programs. Each year, the Talent and Compensation Committee reviews and considers a comprehensive assessment and analysis of the executive compensation programs, including the elements of each OCE member’s compensation, with input from the committee’s independent compensation consultant. When establishing the compensation programs for the NEOs, the Talent and Compensation Committee also considers input and recommendations from management, including Entergy’s Chief Executive Officer and Entergy’s Chief Human Resources Officer, who attend the Talent and Compensation Committee meetings as appropriate. The Talent and Compensation Committee regularly conducts executive sessions without management present.
Role of the Independent Compensation Consultant
In 2024, the Talent and Compensation Committee continued to retain Pay Governance, LLC (“Pay Governance”) as its independent compensation consultant. Pay Governance attends all Talent and Compensation Committee meetings and provides advice, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and Entergy Corporation’s directors, the terms and performance goals applicable to incentive program awards, the process for certifying achievement of the incentive goals, and analysis with respect to specific projects and information regarding trends and competitive practices. Pay Governance also meets with the Talent and Compensation Committee members without management present. The committee annually conducts an independence assessment of its advisors including the compensation consultant, consistent with applicable NYSE listing standards and SEC rules.
Competitive Positioning
Market Data for Compensation Comparison
Annually, the Talent and Compensation Committee reviews:
published and private compensation survey data analyzed and provided by Pay Governance;
both utility and general industry data to help determine total direct compensation (base salary, annual, and long-term incentive) for non-industry specific roles; and
data from utility companies to help determine total direct compensation for management roles that are utility-specific.
The Talent and Compensation Committee uses this survey data to develop compensation opportunities that are designed to deliver total direct compensation within a targeted range of approximately the 50 th percentile of the surveyed companies in the aggregate. In general, compensation levels for an executive officer who is new to a position tend to be closer to the 25 th percentile of surveyed companies, while seasoned executive officers whose experience and skill set are viewed as critical to retain may be positioned at or above the market median.
Compensation Peer Group
Although the survey data described above is the primary data used in benchmarking compensation, the Talent and Compensation Committee used compensation information from the companies included in the Philadelphia Utility Index to evaluate the overall reasonableness of the Company’s executive compensation programs and to determine Relative TSR performance levels for the 2022–2024 PUP. The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining Relative TSR performance levels because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale.
The Talent and Compensation Committee approved the 2024 compensation model and framework based on compensation information from the companies included in the Philadelphia Utility Index as of December 31, 2023, which were (in addition to Entergy):
| AES Corporation | Consolidated Edison Inc. | Edison International | Pinnacle West Capital Corporation |
|---|---|---|---|
| Ameren Corporation | Constellation Energy Corporation | Eversource Energy | Public Service Enterprise Group, Inc. |
| American Electric Power Co. Inc. | Dominion Energy | Exelon Corporation | Southern Company |
| American Water Works Company, Inc. | DTE Energy Company | FirstEnergy Corporation | WEC Energy, Inc. |
| CenterPoint Energy Inc. | Duke Energy Corporation | NextEra Energy, Inc. | Xcel Energy, Inc. |
2024 Compensation Structure and Incentive Metrics
In 2024, the executive compensation programs consisted of base salary and annual and long-term incentives as outlined in the table below:
| Compensation Element | Form | Objective | Metrics/Performance Period |
|---|---|---|---|
| Base Salary | Cash | Provides a base level of competitive cash compensation for executive talent. | Adjustments consider individual performance |
| Annual Incentive Program Awards | Cash | Motivates and rewards executives for performance on both key financial and non-financial measures during the year; incentivizes behaviors that serve the Company’s four stakeholders - customers, employees, communities, and owners. | •ETR Adjusted EPS |
| •Adjusted FFO/Debt Ratio | |||
| •Safety | |||
| •Customer NPS | |||
| •DIB | |||
| Measured over a one-year performance period | |||
| 2024–2026PUP Awards | Equity | Provides market competitive compensation designed to retain skills and knowledge while increasing our executives’ ownership in the Company to further enhance their focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to focus our executives on driving utility growth, building long-term shareholder value, making progress toward quantitative environmental goals aligning with desired customer outcomes for clean energy, reliable operations, and reduced storm restoration costs and delivering positive outcomes from capital investments relating to both the energy transition and environmental risks. | •Relative TSR |
| •Environmental Stewardship | |||
| Measured over a three-year performance period | |||
| Stock Options | Equity | Enhances management’s focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to align interests of management with long-term shareholder value as demonstrated by increases in our share price, provide market competitive compensation, retain talent, and increase management’s ownership in the Company. | Share price appreciation with three-year pro rata vesting |
| Restricted Stock | Equity | Enhances management’s focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to provide market competitive compensation, retain talent, and increase management’s ownership in the Company. | Service-based with three-year pro rata vesting |
2024 Compensation Decisions
Base Salary
The salary for each NEO is based onthe outcome of an annual merit review, results of the annual market assessment of NEO compensation as provided by Pay Governance, the need to retain an experienced team, job promotion, individual performance, scope of responsibility, leadership skills, and behaviors, current compensation, and internal equity. The Talent and Compensation Committee considers changes in the base salaries of the NEOs at least annually, and in 2024, all of the NEOs received increases in their base salaries ranging from approximately 3.5% to 13.6%, which were effective April 1, 2024, and were based on the factors above. In the case of Messrs. Marsh and Norgeot and Ms. Fontan, their increases were made to transition below-market base salary levels toward the market median in recognition of their performance since assuming their respective roles in 2022.
The following table sets forth the 2023 and 2024 annual base salaries, after adjusting for the annual merit increases, for the NEOs.
| Named Executive Officer | 2023 Base Salary | 2024 Base Salary |
|---|---|---|
| Marcus V. Brown | $761,302 | $791,754 |
| Haley R. Fisackerly | $438,206 | $458,019 |
| Kimberly A. Fontan | $625,000 | $706,250 |
| Laura R. Landreaux | $411,351 | $430,983 |
| Andrew S. Marsh | $1,100,000 | $1,250,000 |
| Phillip R. May, Jr. | $454,593 | $472,863 |
| Peter S. Norgeot, Jr. | $598,000 | $669,760 |
| Deanna D. Rodriguez | $362,274 | $375,924 |
| Eliecer Viamontes(1) | $365,385 | $380,070 |
| Roderick K. West | $807,491 | $835,753 |
(1) Following the annual merit increases, Mr. Viamontes received an off-cycle salary increase of approximately 10%, which brought his base salary to $418,077, effective September 29, 2024. This off-cycle adjustment to Mr. Viamontes’ salary was made to transition his below-market base salary level toward the market median.
Annual Incentive Compensation
The NEOs are eligible for annual incentive awards pursuant to the executive annual incentive program established under our 2019 Omnibus Incentive Plan (“2019 OIP”). The maximum funding available for the program is determined by a payout factor referred to as the Entergy Achievement Multiplier (“EAM”). Each year, after a review of the Company’s strategic plan, the Talent and Compensation Committee engages in a rigorous process to determine the performance measures and the minimum, target, and maximum performance goals for each measure that will be used to determine the EAM. The Talent and Compensation Committee also annually establishes target opportunities for each NEO who is a member of the OCE. For other NEOs, target opportunities are based on their management level within the Entergy organization. Executive management levels at Entergy Corporation range from management level 1 through management level 4. Accordingly, incentive award opportunities differ from one another based on either management level or the external market data developed by Pay Governance. The target opportunities for Mr. Marsh and Ms. Fontan were increased as compared to 2023 from 120% to 130% and from 75% to 85%, respectively, to align more closely with the market median due to their increased tenure in their roles and performance in their roles since their promotions to those roles in 2022. Effective November 1, 2024, Messrs. Fisackerly, May, and Viamontes and Mses. Landreaux and Rodriguez became members of the OCE. The 2024 target award opportunities for each of Messrs. Fisackerly, May, and Viamontes and Mses. Landreaux and Rodriguez were determined prior to the date they became members of the OCE and therefore, were based on their respective management level. The 2024 target award opportunities for each of the remaining NEOs, including Messrs. Fisackerly, May, and Viamontes and Mses. Landreaux and Rodriguez, remained at the same level as those established for 2023.
Each January, after the end of the fiscal year, the Finance and Talent and Compensation Committees jointly review the Company’s results, and the Talent and Compensation Committee determines the EAM based on the level of achievement of each of the performance measure goals established. The Talent and Compensation Committee retains discretion to modify the EAM based on its assessment of the degree of management’s success in achieving the Company’s strategic objectives during the year, taking into account the business and operating environment.
Individual executive officer annual incentive awards are determined based on the Talent and Compensation Committee’s consideration of each executive officer’s role in executing the Company’s strategies and delivering the financial and operational performance achieved, but also the individual’s accountability for any challenges and achievements the Company experienced during the year.
2024 Annual Incentive Program Performance Measures and Methodology
The measures that the Talent and Compensation Committee approved to determine the EAM for 2024 were: ETR Adjusted EPS, Adjusted FFO/Debt Ratio, Safety, Customer NPS, and DIB, with ETR Adjusted EPS being the most heavily weighted at 60% and the remaining measures each weighted at 10%.
Minimum, target, and maximum performance goals were established for each of the measures, with no payout for results less than the designated minimum, a 25% payout opportunity for results at the minimum, a 100% payout opportunity for results at target, and a 200% payout opportunity for results equal to or exceeding the maximum. Payout opportunities for results between the minimum and target, and target and maximum performance achievement levels, respectively, were determined by straight line interpolation, with the EAM result being determined formulaically by the weighted average of the payouts determined for each of the performance measures.
Quantitative Performance Measures
All the performance measures used to determine the EAM except the DIB performance measure are purely quantitative measures. Following are summary descriptions of each of the quantitative performance measures, including the rationale for their selection and targets set for 2024:
| Measure | Rationale | Goal |
|---|---|---|
| ETR Adjusted EPSNon-GAAP measure, which is the earnings measure by which we provide external guidance, adjusted to eliminate the effect of: (i) major storms, including the impact on total debt of pending securitizations; (ii) resolutions during the year of certain unresolved regulatory litigation matters; (iii) unrealized gains or losses on equity securities; (iv) income tax law changes; and (v) any adjustments to contributions to pension investments or trusts related to post-retirement benefits that are elective and deviate from original plan assumptions (collectively, the “Pre-Determined Exclusions”) | •Based on an objective financial measure that we and our investors consider to be important in evaluating our financial performance•Based on the same measure we use for internal and external financial reporting•Provides both discipline and transparency | •Target performance was set to equal management’s expectation for the Company’s Adjusted EPS as reflected in its financial plan, or $3.60 per share ($7.20 per share pre-Stock Split)•Minimum performance: $3.51 per share ($7.02 per share pre-Stock Split)•Maximum performance: $3.69 per share ($7.38 per share pre-Stock Split) |
| Measure | Rationale | Goal |
|---|---|---|
| Adjusted FFO/Debt RatioNon-GAAP measure, which is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital and the effects of securitization revenue and expense, and the Pre-Determined Exclusions (as defined earlier and also discussed later in this CD&A) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on the Company’s junior subordinated debentures | •Helps emphasize the importance of managing capital and operations and maintenance (O&M) spending, which directly impacts this metric•Key measure evaluated by credit rating agencies•Management of cash flows enables the Company to strengthen its balance sheet, which reduces borrowing costs and supports affordability for customers | •Target performance was set to equal to the prior year results, or 14.4%, which was believed to be a reasonable stretch goal because it exceeded the projected Adjusted FFO/Debt Ratio forecast as reflected in the Company's financial plan•Minimum performance: 14.0%•Maximum performance: 14.9% |
| SafetyQuantitative measure based 50% on the Company's SIF count as defined by the Edison Electric Institute (EEI) and 50% on the Company's TRIR, with results of both sub-metrics being equally weighted•SIF count is the number of Entergy employee and contractor serious injuries and fatalities over a one-year period, with employee and contractor targets and results are combined to arrive at reported results and one fatality automatically setting the sub-metric result to zero•TRIR is based on Occupational Safety and Health Administration (OSHA) reporting guidelines and measures the number of work-related injuries and illnesses per 100 full-time employees over a one-year period | •Supports our goal of maintaining a safe and incident-free workplace for all of our employees and contractors •TRIR was incorporated as a sub-metric in 2024 because:◦It is a target that can be impacted by everyone since not all employees are exposed to high energies that lead to SIF events◦Improvements in TRIR are associated with improvements in enterprise safety culture, which should contribute to a reduction in SIF events | SIF count•Target performance was set at a level representing top quartile performance among electric utilities for 2024, as reported by the EEI, or 5•Minimum performance: 7 •Maximum performance: 3•No payout if any fatalitiesTRIR•Target performance was set at 0.45, which represented significant improvement from 2023's result of 0.49•Minimum performance: 0.55•Maximum performance: 0.40 |
| Measure | Rationale | Goal |
|---|---|---|
| Customer NPSQuantitative measure based on a benchmark blind survey process for residential and business customers and a custom survey for large C&I customers, with the final result determined based on a composite of relative quartile ranking for residential and business customers and a numerical score for large C&I customers, equally weighted•The blind survey of residential and business customers asks how likely they are to recommend Entergy, on a scale of 0 to 10•The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores of 6 or less)•A custom survey is used to determine large C&I NPS because a satisfactory benchmark survey is not available | •Incentivizes actions that drive positive customer outcomes (as measured through customer feedback), including impacts on reliability improvements, responsiveness, price/ affordability and brand/ reputation•Signals overall health and loyalty of our customer relationship | Residential and Business NPS•Target performance goals were set at levels believed to represent reasonably achievable incremental progress on the path to 1st Quartile Customer NPS•Targets were set based on the year-end ranking in a benchmark survey of utility net promoter scores, for which the Company ranked in the 3rd Quartile in each sub-metric for 2023◦Maximum performance was set at a rank equating to 2nd Quartile, and minimum performance was set at the median rank between the 2023 performance and the 2024 target performance, thereby requiring meaningful progress to achieve a minimum payout and achievement of 2nd Quartile results for the maximum payoutResidential ▪Target performance: 49▪Minimum performance: 52▪Maximum performance: 47Business▪Target performance: 37▪Minimum performance: 39▪Maximum performance: 32Large C&I NPS•Target performance was set at a two point improvement from the 2023 score, the minimum performance was set at the 2023 score, and the maximum performance was set at an improvement of four points to the 2023 score ◦Target performance: 45◦Minimum performance: 43◦Maximum performance: 47 |
Qualitative Performance Measure: Diversity, Inclusion and Belonging
The DIB measure is an overall qualitative assessment of diversity, culture and commerce outcomes using key DIB performance indicators, such as inclusive climate survey scores, diverse supplier managed spend, progress on DIB initiatives, and responsiveness to emergent issues.
The DIB measure was used in the annual incentive program because:
It reinforces our commitment to offer a work environment that is welcoming to all and allows us to attract and retain superb talent allowing us to execute on strategy.
It rewards progress toward developing and retaining a workforce with a variety of backgrounds, experiences and perspectives that reflects the rich diversity of the communities we serve, while maintaining our commitment to hiring the most qualified candidates.
It drives an engaged workforce, customer-centric service and solutions, enhancement of owner value, and community partnerships.
2024 Annual Incentive Program Target Performance Goal Considerations
In determining the targets for 2024, the Talent and Compensation Committee reviewed anticipated drivers and risks to the Company’s expectations for ETR Adjusted EPS and Adjusted FFO/Debt Ratio for 2024 as set forth in the Company’s financial plan, as well as factors driving the strong financial performance achieved in 2023. The Talent and Compensation Committee noted that the proposed targets for ETR Adjusted EPS reflected year-to-year growth in the core earnings measure underlying the annual incentive program target consistent with Entergy’s stated objective at the beginning of the year of steady, predictable growth in ETR Adjusted EPS at a compound annual rate of 6%-8%. The Talent and Compensation Committee also considered the potential impact of a wide range of identified risks and opportunities and confirmed that the annual incentive program targets for each of the performance measures reflected a reasonable balancing of such risks and opportunities and an appropriate degree of challenge. The goals were designed to be achievable, but also to require the strong coordinated performance of the management team.
2024 Annual Incentive Program Performance Assessment
In January 2025, the Finance and Talent and Compensation Committees jointly reviewed the Company’s financial and operational results and assessed management’s performance against the performance measures and goals described above in order to determine the EAM. The following table summarizes the annual incentive program performance goals and results for 2024:
| Performance Measure | Performance Goals and Results | |||||
|---|---|---|---|---|---|---|
| Weighting · Minimum · Target · Maximum · 2024 Results · Level of Achievement | ||||||
| ETR Adjusted EPS ($)(1) | 60% | 3.51 | 3.60 | 3.69 | 3.65 | 156% |
| Adjusted FFO/Debt Ratio(2) | 10% | 14.0% | 14.4% | 14.9% | 15.0% | 200% |
| Safety(3) | 10% | SIF: 7TRIR: 0.55 | SIF: 5TRIR: 0.45 | SIF: 3TRIR: 0.40 | SIF: 18TRIR: 0.41 | 90% |
| Customer NPS(4) | 10% | Residential: 52Business: 39Large C&I: 43 | Residential: 49Business: 37Large C&I: 45 | Residential: 47Business: 32Large C&I: 47 | Residential: 34Business: 26Large C&I: 49 | 200% |
| DIB | 10% | Qualitative assessment | 89% | |||
| Calculated EAM(5) | 100% | 25% | 100% | 200% | 151% | |
| Adjusted EAM(6) | 142% | |||||
(1)ETR Adjusted EPS is a non-GAAP measure. The goals and results set forth in the table above for ETR Adjusted EPS are presented on Stock Split adjusted basis; the pre-Stock Split target goal approved by the Talent and Compensation Committee in January 2024 for ETR Adjusted EPS was $7.20, with pre-Stock Split minimum and maximum goals set at $7.02 and $7.38, respectively. See "What Energy Corporation Pays and Why - 2024 Compensation Decisions - 2024 Annual Incentive Program Performance Measures and Methodology " for information regarding this non-GAAP financial measure.
(2)The Adjusted FFO/Debt Ratio, a non-GAAP measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital (including deferred fuel), the effects of securitization revenue and expense, and the Pre-Determined Exclusions (defined later in this CD&A) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on Entergy’s junior subordinated debentures. The Talent and Compensation Committee decided to calculate the Adjusted FFO/Debt Ratio in a manner consistent with the rating agency treatment of such debt, as updated in early 2024, in order to ensure that management’s incentives remained aligned with the goal of optimizing Entergy’s capital structure while maintaining its credit rating.
(3)For 2024, the Safety measure calculation was based on the Company's TRIR and the Company's SIF count as defined by the EEI, with results of both sub-metrics being equally weighted.
(4)For 2024, the Customer NPS measure was calculated based on equally weighted categories of residential, business and large C&I customer NPS scores.
(5)Reflects the EAM as a percentage of target and as calculated in accordance with the annual incentive program prior to the Talent and Compensation's discretionary adjustment.
(6)As discussed below, the Talent and Compensation Committee exercised its discretion to adjust the EAM downward to 142%, equating to a level of achievement on Safety of zero, due to the Company's poor performance on serious injuries and fatalities, including four contractor fatalities during the year.
In assessing the DIB measure, the committees performed a qualitative assessment of management’s performance in the areas of diversity, culture and commerce, informed by certain key performance indicators and quantitative measures, and assessed progress on DIB strategies and initiatives identified at the beginning of the performance period as important to achieving the Company’s strategic objectives. Some of the 2024 actions taken and recognitions considered as part of the assessment of performance on the DIB measure included:
Recognized within: Forbes Best Employers for Diversity List 2024, Newsweek America’s Greatest Workplaces for Diversity, USBE&IT Magazine Top Supporters of HBCU Schools;
Received: Times-Picayune Top Workplaces Award (New Orleans), Houston Chronicle Top Workplace Award (Texas), Global Energy Transition Board Hero of the Community Award (Texas);
Leadership Employee Resource Group recognized with 2024 Diversity Impact Spotlight Award;
Seventh consecutive year receiving the U.S. Department of Labor Platinum Vets Medallion Award for veteran talent pipeline development, recruitment, and retention;
Launched four new employee resource groups, which are open to all employees–ASPIRE (Black), VIDA (Hispanic), SHINE (Asian), and ABLE (Differently abled)–to further promote workplace inclusion;
Sustained the Company's overall inclusion score of 78 (2nd Quartile) in the annual Inclusive Climate Survey; and
Continued movement on workforce development programs to help promote a diverse pipeline.
In assessing 2024 performance, the Finance and Talent and Compensation Committees reviewed management’s performance under each of the performance measures referenced above in relation to the targets set at the beginning of the year, including primary drivers explaining how the results achieved compared to the targets set for each measure.
The foregoing performance resulted in a calculated EAM of 151%. However, the Talent and Compensation Committee exercised its discretion to reduce the EAM to 142%, due to the Company’s poor performance on serious injuries and fatalities, including four contractor fatalities during the year. This adjustment equated to resetting the level of achievement for the Safety metric to zero. The Talent and Compensation Committee concluded that despite the Company’s improved TRIR performance, such an adjustment was warranted by its SIF count performance at a level well below the minimum level of performance.
In addition to the foregoing financial and non-financial results, the Talent and Compensation Committee considered each NEO's degree of success in achieving various strategic, operational and regulatory objectives and in overcoming certain challenges that arose in the business during the course of the year. To determine the individual NEO annual incentive program awards, the Talent and Compensation Committee considered individual performance in executing on the Company’s strategies and delivering the strong financial performance and operational successes achieved in 2024, as well as the executive’s success in achieving individual goals within the executive’s scope of responsibilities. The committee also considered certain challenges the Company experienced during the year and each officer’s accountabilities and accomplishments in addressing those challenges. With these considerations in mind, the Talent and Compensation Committee approved the following annual incentive payouts to each of the NEOs, ranging from 112% to 159% of target.
| Named Executive Officer | Year-End Base Salary | Target as Percentage of Year-End Base Salary | 2024 Target Award | Payout as Percentage of Target | 2024 AnnualIncentive Award |
|---|---|---|---|---|---|
| Marcus V. Brown | $791,754 | 80% | $633,403 | 146% | $924,768 |
| Haley R. Fisackerly | $458,019 | 55% | $251,910 | 159% | $400,537 |
| Kimberly A. Fontan | $706,250 | 85% | $600,313 | 146% | $876,457 |
| Laura R. Landreaux | $430,983 | 55% | $237,041 | 140% | $331,857 |
| Andrew S. Marsh | $1,250,000 | 130% | $1,625,000 | 142% | $2,307,500 |
| Phillip R. May, Jr. | $472,863 | 60% | $283,718 | 159% | $451,112 |
| Peter S. Norgeot, Jr. | $669,760 | 75% | $502,320 | 112% | $562,598 |
| Deanna D. Rodriguez | $375,924 | 50% | $187,962 | 140% | $263,147 |
| Eliecer Viamontes | $418,077 | 55% | $229,942 | 140% | $321,919 |
| Roderick K. West | $835,753 | 80% | $668,602 | 146% | $976,159 |
Long-Term Incentive Compensation
Long-term incentive compensation delivered in shares of Entergy common stock represents the largest portion of executive officer compensation. The Company believes the combination of long-term incentives it employs provides a compelling performance-based compensation opportunity, is effective at retaining a strong senior management team, and aligns the interests of the executive officers with the interests of Entergy’s customers and shareholders by enhancing executive officers’ focus on the Company’s long-term goals.
For each NEO, a dollar value is established to determine that NEO’s long-term incentive awards. The target award value for each NEO is determined based on market median compensation data for the officer’s role, adjusted to reflect internal equity and individual performance, including each NEO’s degree of success in achieving various strategic, operational, and regulatory objectives and in overcoming certain challenges that arose in the business during the course of the year.
2024 Long-Term Compensation Incentive Compensation Mix
In January 2024 the Talent and Compensation Committee approved the 2024 long-term incentive award target amounts for each NEO. This amount for each NEO was then converted into the number of performance units, stock options, and shares of restricted stock granted to each NEO based on an allocation of 60% performance units, 20% stock options, and 20% restricted stock.
| NEO | Long-Term Incentive Grant Date Value(1) (As of January 25, 2024) | 2024-2026 Target Performance Units | Stock Options | Shares of Restricted Stock |
|---|---|---|---|---|
| Marcus V. Brown | $1,493,209 | 14,848 | 33,062 | 6,018 |
| Haley R. Fisackerly | $475,721 | 4,730 | 10,532 | 1,918 |
| Kimberly A. Fontan | $1,861,138 | 18,506 | 41,206 | 7,502 |
| Laura R. Landreaux | $609,407 | 6,060 | 13,492 | 2,456 |
| Andrew S. Marsh | $7,190,823 | 71,502 | 159,218 | 28,982 |
| Phillip R. May, Jr. | $574,332 | 5,710 | 12,716 | 2,316 |
| Peter S. Norgeot, Jr. | $1,529,283 | 15,206 | 33,862 | 6,164 |
| Deanna D. Rodriguez | $304,960 | 3,032 | 6,750 | 1,230 |
| Eliecer Viamontes | $382,561 | 3,804 | 8,470 | 1,542 |
| Roderick K. West(2) | $1,603,709 | 15,946 | 35,510 | 6,464 |
(1) Due to fluctuations in stock price, grant date value may differ from the value on date the long-term incentive award target dollar values are established for each NEO.
(2) The shares of restricted stock noted in the table above for Mr. West were forfeited upon his retirement from the Company on January 31, 2025. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and will expire five years after his retirement date. With respect to the target PUP performance units noted in the table above, Mr. West will be eligible for a pro-rated award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from Entergy.
All the performance units, shares of restricted stock and stock options granted to the NEOs in 2024 were granted pursuant to the 2019 OIP. The 2019 OIP requires a “double trigger,” meaning both a change in control of Entergy and an involuntary job loss without cause or a resignation by the NEO for good reason within 24 months following the change in control, for the acceleration of these awards upon a change in control.
Performance Units
The NEOs are issued performance unit awards under the PUP with payout opportunities established by the Talent and Compensation Committee at the beginning of each three-year performance period. The PUP specifies minimum, target, and maximum performance goals, the achievement of which determines the number of performance units that may be earned by each participant.
2024–2026 PUP Performance Measures and Goals
For the 2024–2026 PUP, the Talent and Compensation Committee placed the Adjusted FFO/Debt Ratio measure used in the PUP for the 2021–2023, 2022–2024 and 2023–2025 performance periods with an Environmental Stewardship measure (weighted 20%) to better align with the Company's multi-year approach to decarbonization and also based on shareholder feedback to incorporate an environmental performance measure into the PUP. The Talent and Compensation Committee continued to use Relative TSR in the 2024–2026 PUP, which retained its weighting of 80%.
Relative TSR
The Talent and Compensation Committee chose Relative TSR as a PUP performance measure because it reflects the Company’s creation of shareholder value relative to other electric utilities included in the Philadelphia Utility Index over the performance period. By measuring performance in relation to an industry benchmark, this measure is intended to isolate, and reward management for, the creation of shareholder value that is not driven by events that affect the industry as a whole.
Minimum, target and maximum performance goals are determined by reference to the ranking of Entergy’s TSR in relation to the TSR of the companies in the Philadelphia Utility Index. The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining Relative TSR because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale.
Environmental Stewardship
The Environmental Stewardship measure consists of two components designed to capture the key dimensions of Entergy's response to climate change:
A Climate Resilience component, sub-weighted at 60%, which is focused on reduction in storm restoration costs attributable to completed infrastructure improvement investments.
A Carbon-Free Generation component, sub-weighted at 40%, which is focused on generation of electricity from carbon emission-free sources as compared to the Company's projection for the 2024–2026 performance period.
A Carbon Capture Modifier applies to the Carbon-Free Generation component in the range of -9% to +9% based on the Talent and Compensation Committee's assessment of achievement (or lack of achievement) of specific CCS objectives.
The Environmental Stewardship measure was incorporated as a performance measure in the 2024–2026 PUP because:
It measures progress towards quantitative goals that align with desired customer and owner outcomes for clean energy, reliable operation and reduced storm restoration costs.
It aligns with interests of regulators to see positive outcomes from capital investments in managing both transition and physical risk.
In January 2024, the Talent and Compensation Committee established the following goals for the 2024–2026 PUP performance measures:
| Performance Measures(1) | PUP Measure Weight | Goals(2) |
|---|---|---|
| Relative TSR | 80% | Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Percentile Maximum (200%) - 1st Quartile |
| Environmental Stewardship | 20% | Climate Resilience (60%)(3)2024: Minimum – 0%; Target – 2%; Maximum – 7%2025: Minimum – 2%; Target – 3%; Maximum – 8%2026: Minimum – 4%; Target – 9%; Maximum – 14%Carbon-Free Generation (40%)(4)Minimum – 128,320 TWhTarget – 133,900 TWhMaximum – 139,479 TWh |
(1)Payouts for performance between achievement levels are calculated using straight-line interpolation, between minimum and target and between target and maximum, with no payouts for performance below the minimum achievement level with respect to the applicable performance measure, and payouts capped at the maximum achievement level with respect to the applicable performance measure.
(2)There is no payout if the Relative TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and if both Climate Resilience and Carbon-Free Generation are below the minimum achievement levels.
(3)The achievement levels established for the Climate Resilience sub-metric are based on annual restoration cost reduction impacts of projects scheduled to be completed with funding under the financial plan based on a model approved by the Talent and Compensation Committee in January 2024.
(4)The goals for the Carbon-Free Generation sub-metric are based on cumulative TWhs generated over the three year period. The result of the Carbon-Free Generation sub-metric is subject to a carbon capture modifier in the range of -9% to +9% of the Carbon-Free Generation component based on the Talent and Compensation Committee's assessment of progress toward specific CCS objectives.
2022–2024 PUP Performance Measures, Goals and Payouts
In December 2021, the Talent and Compensation Committee chose Relative TSR and Adjusted FFO/Debt Ratioas the performance measures for the 2022–2024 PUP, with Relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. In January 2022, the Talent and Compensation Committee established the following minimum, target and maximum performance goals for the 2022–2024 PUP performance measures:
| Performance Measures(1) | PUP Measure Weight | Goals(2) |
|---|---|---|
| Relative TSR | 80% | Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Percentile Maximum (200%) - 1st Quartile |
| Adjusted FFO/Debt Ratio(3) | 20% | Minimum (25%) – 14.0%Target (100%) – 15.0%Maximum (200%) – 16.5% |
(1)Payouts for performance between achievement levels are calculated using straight-line interpolation. There is no payout for performance below the minimum achievement level and payouts are capped at 200% for performance at or above the maximum achievement level.
(2)There is no payout if the Relative TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and the FFO/Debt Ratio is below the minimum achievement level.
(3)The Adjusted FFO/Debt Ratio, a non-GAAP financial measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital, excluding deferred fuel and the effects of securitization revenue and expense, and the Pre-Determined Exclusions (as defined this CD&A) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on the Company’s junior subordinated debentures. The Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year, which, for the 2022–2024 performance period, was 15.0%. The annual results are then averaged to determine the Adjusted FFO/Debt Ratio overall result, which is then further adjusted by ±10 basis points for a favorable or unfavorable change in the Company's corporate credit outlook and ± 20 basis points for an upgrade or downgrade in the corporate credit rating for the Company, with a maximum adjustment of ±20 basis points. The Talent and Compensation Committee decided to calculate the Adjusted FFO/Debt Ratio in a manner consistent with the rating agency treatment of such debt, as updated in early 2024, in order to ensure that management’s incentives remained aligned with the goal of optimizing the Company's capital structure while maintaining its credit rating.
In January 2025, the Talent and Compensation Committee reviewed the Company’s Relative TSR and Adjusted FFO/Debt Ratiofor the 2022–2024 PUP in order to determine the vesting level of the 2022–2024 PUP. The Talent and Compensation Committee compared the Company’s TSR against the TSR of the companies that were included in the Philadelphia Utility Index as of the last day of the year preceding the beginning of the three-year performance period, which were (in addition to Entergy):
| •AES Corporation | •Eversource Energy |
|---|---|
| •Ameren Corporation | •Exelon Corporation |
| •American Electric Power Co. Inc. | •FirstEnergy Corporation |
| •American Water Works Company, Inc. | •NextEra Energy, Inc. |
| •CenterPoint Energy Inc. | •Pinnacle West Capital Corporation |
| •Consolidated Edison Inc. | •Public Service Enterprise Group, Inc. |
| •Dominion Energy | •Southern Company |
| •DTE Energy Company | •WEC Energy Group, Inc. |
| •Duke Energy Corporation | •Xcel Energy, Inc. |
| •Edison International | |
As recommended by the Finance Committee, the Talent and Compensation Committee concluded that Entergy Corporation’s Relative TSR for the 2022– 2024 PUP was in the 1st Quartile, resulting in an achievement level of 200% of target, and that the Adjusted FFO/Debt Ratio was 13.8% for 2022, 17.2% for 2023 and 15.6% for 2024, plus an upward adjustment of 10% due to the Company's improved credit outlook in 2024, resulting in an achievement level of 124% of target. These results yielded an overall payout of 185% of target for the NEOs.
| Named Executive Officer | 2022 - 2024 Target Performance Units | Number of Shares Issued(1) | Value of Shares Actually Issued(2) | Grant Date Fair Value(3) |
|---|---|---|---|---|
| Marcus V. Brown | 12,954 | 26,041 | $2,135,102 | $862,153 |
| Haley R. Fisackerly(4) | 3,020 | 6,069 | $497,597 | $200,996 |
| Kimberly A. Fontan(4) | 10,604 | 21,063 | $1,726,955 | $705,749 |
| Laura R. Landreaux(4) | 3,538 | 7,097 | $581,883 | $235,472 |
| Andrew S. Marsh(4) | 46,236 | 91,954 | $7,539,308 | $3,077,237 |
| Phillip R. May, Jr. | 5,742 | 11,543 | $946,411 | $382,159 |
| Peter S. Norgeot, Jr.(4) | 12,186 | 24,319 | $1,993,915 | $811,039 |
| Deanna D. Rodriguez(4) | 2,508 | 5,035 | $412,820 | $166,920 |
| Eliecer Viamontes(4) | 3,154 | 6,324 | $518,505 | $209,914 |
| Roderick K. West | 19,050 | 38,296 | $3,139,889 | $1,267,873 |
(1)Includes accrued dividend equivalents.
(2)Value determined based on the closing price of Entergy Corporation common stock on January 17, 2025 ($81.99), the date the Talent and Compensation Committee certified the 2022–2024 PUP results.
(3)Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules.
(4)Mses. Fontan, Landreaux, and Rodriguez and Messrs. Fisackerly, Norgeot, Marsh, and Viamontes each experienced a change in officer status in 2022, and accordingly, their target award opportunity was increased for all open PUP performance periods, including for the 2022–2024 PUP. Additionally, their promotions resulted in certain prorations with respect to the calculation of the dividend equivalents.
Pre-Determined Exclusions
The exclusions for the 2024 annual incentive program EAM and for the 2022–2024 PUP included effects of: (i) major storms, including the impact on total debt of pending securitizations; (ii) resolutions during the year of certain unresolved regulatory litigation matters; (iii) income tax law changes; and (iv) any adjustments to contributions to pension investments or trusts related to post-retirement benefits that are elective and deviate from original plan assumptions.
The Talent and Compensation Committee also considered, both at the time it chose ETR Adjusted EPS and the Adjusted FFO/Debt Ratio as the 2024 EAM performance measures and at the time it chose the Adjusted FFO/Debt Ratio as a performance measure in the 2022–2024 PUP and also at the time when it was establishing the targets for these measures, the appropriateness of excluding the effect of each of the specific Pre-Determined Exclusions it had identified. It viewed the exclusion of major storms as appropriate because although the Company includes estimates for minor storm costs in its financial plan, it does not include estimates for a major storm event, such as a hurricane, given management’s inability to control or predict acts of nature. The Talent and Compensation Committee considered the exclusion of the effects of any unanticipated changes in federal income tax law to be appropriate because of the inability of management to impact those results. It approved the exclusion of elective adjustments to Company contributions to pension and post-retirement benefit plan trusts because such elective adjustments are not viewed as reflective of the underlying performance of the business. The Talent and Compensation Committee approved the exclusion for the impact of certain unresolved legacy regulatory litigation primarily because of management’s inability to influence the related outcomes.
Stock Options and Restricted Stock
The Company grants stock options and shares of restricted stock as part of its long-term incentive award mix because it aligns the interests of the executive officers with long-term shareholder value, provides competitive compensation, and increases the executives’ ownership in Entergy’s common stock. Generally, stock options are granted annually on a pre-established schedule with a maximum term of ten years and vest one-third on each of the first three anniversaries of the date of grant. The date of grant for annual equity awards is the date of the Talent and Compensation Committee meeting at which they are approved, which is regularly scheduled each year in late January or the first week of February. The Talent and Compensation Committee does not take material nonpublic information into account when determining the timing and terms of option awards nor does it time the disclosure of material nonpublic information to affect the value of executive compensation. The exercise price for each option granted in January 2024 was $49.54 ($99.08 pre-Stock Split), which was based on the closing price of Entergy’s stock on the date of grant. Shares of restricted stock vest one-third on each of the first three anniversaries of the date of grant, are paid dividends which are reinvested in shares of Entergy stock, and have full voting rights. The dividend reinvestment shares are subject to the same vesting conditions as the underlying shares of restricted stock.
Health, Welfare, Retirement and other Benefit Elements
The NEOs are eligible to participate in or receive the following benefits:
| Plan Type | Description |
|---|---|
| Retirement Plans | Entergy Corporation-sponsored:Entergy Retirement Plan - a tax-qualified final average pay defined benefit pension plan that covers a broad group of employees hired before July 1, 2014. As used in this CD&A, “Entergy Retirement Plan” refers to the final average pay defined benefit pension plan benefit provided to eligible employees pursuant to the Entergy Corporation Retirement Plan for Non-Bargaining Employees.Cash Balance Plan - a tax-qualified cash balance defined benefit pension plan that covers a broad group of employees hired on or after July 1, 2014 and before January 1, 2021. Effective January 1, 2022, the Cash Balance Plan was merged with and into the Entergy Retirement Plan, while maintaining the same cash balance pension benefit formula. As used in this CD&A, “Cash Balance Plan” refers to the cash balance defined benefit pension plan benefit provided to eligible employees.Pension Equalization Plan (PEP) - a non-qualified pension restoration plan for certain highly compensated non-bargaining employees who participate in the Entergy Retirement Plan.Cash Balance Equalization Plan (CBEP) - a non-qualified restoration plan for a certain highly compensated non-bargaining employees who participate in the Cash Balance Plan.System Executive Retirement Plan (SERP) - a legacy non-qualified supplemental retirement plan for a select group of individuals who became executive officers before July 1, 2014.See “2024 Pension Benefits” for additional information regarding the operation of and NEO participation in the plans described above. |
| Savings Plan | Entergy Corporation-sponsored 401(k) Savings Plan that covers a broad group of employees and provides for an employer matching contribution. |
| Health & Welfare Benefits | Medical, dental and vision coverage, health care and dependent care reimbursement plans, life and accidental death and dismemberment insurance, business travel accident insurance, and basic long-term disability insurance.Eligibility, coverage levels, potential employee contributions, and other plan design features are the same for the NEOs as for the broad employee population. |
| Plan Type | Description |
|---|---|
| 2024 Perquisites | Corporate aircraft usage and annual mandatory physical exams. Members of the OCE do not receive tax gross ups on any benefits, except for relocation benefits. For additional information regarding perquisites, including additional limited perquisites that were received by certain of the NEOs during 2024 prior to becoming members of the OCE, see the “All Other Compensation” column in the 2024 Summary Compensation Table. |
| Deferred Compensation | The NEOs are eligible to defer up to 100% of their base salary and annual incentive awards into the Entergy Corporation sponsored Executive Deferred Compensation Plan. |
| Executive Disability Plan | This plan pays eligible individuals a supplemental long-term disability (LTD) benefit if they are disabled and receiving LTD benefits from the broad-based LTD Plan. The benefit payable under this plan is equal to 65% of the difference between their annual base salary and the annual base salary that produces the maximum disability payment under our broad-based LTD plan, which is $15,000. |
Entergy Corporation provides these benefits to the NEOs as part of its effort to provide a competitive executive compensation program and because it believes that these benefits are important retention and recruitment tools since many of the companies with which it competes for executive talent provide similar arrangements to their senior executive officers.
Severance and Retention Arrangements
The Talent and Compensation Committee believes that retention and transitional compensation arrangements are an important part of overall compensation as they help to secure the continued employment and dedication of the NEOs, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Talent and Compensation Committee believes that these arrangements are important as recruitment and retention devices, as many of the companies with which Entergy Corporation competes for executive talent have similar arrangements in place for their senior employees.
To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan (“Continuity Plan”) under which each of our NEOs is entitled to receive “change in control” payments and benefits if such officer’s employment is involuntarily terminated without cause or if the officer resigns for good reason, in each case, in connection with a change in control of the Company. Entergy strives to ensure that the benefits and payment levels under the Continuity Plan are consistent with market practices. Entergy’s executive officers, including the NEOs, are not entitled to any tax gross up payments on any severance benefits received under this plan. For more information regarding our severance arrangements, see “Potential Payments Upon Termination or Change in Control.”
Risk Mitigation and Other Pay Practices
Policy for Recoupment of Compensation (Clawback Provisions)
On October 27, 2023, the Board adopted an amended and restated policy regarding the recoupment of certain compensation (the "Clawback Policy"), with an effective date of October 2, 2023. Any incentive compensation award granted or paid on or after this effective date is subject to the terms of the Clawback Policy, while awards granted or paid prior to the effective date of the Clawback Policy are subject to the Entergy Corporation Policy Regarding Recoupment of Certain Compensation in effect prior to its amendment and restatement. The board of directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas also adopted the Clawback Policy, effective October 2, 2023.
Under the Clawback Policy, which goes beyond the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Entergy will seek reimbursement of certain compensation from current or former executive officers subject to Section 16, including all of the NEOs, where:
Entergy is required to restate its financial statements due to noncompliance with any financial reporting requirement under securities laws; or
there is a material miscalculation of a performance measure related to incentive compensation, regardless of whether Entergy’s financial statements are restated.
In addition, Entergy may seek reimbursement of certain compensation from current or former executive officers subject to Section 16, including all of the NEOs, if the Board determines that such executive officer engaged in fraud that resulted in either a restatement of Entergy’s financial statements or a material miscalculation of a performance measure relative to incentive compensation.
The Clawback Policy applies to incentive compensation, including cash or equity-based bonus or incentive or profit-sharing awards paid in respect of the three-year period prior to the year in which Entergy is required to prepare such restatement or in respect of the three-year period preceding the material miscalculation. The amount required to be reimbursed is equal to the excess of the gross incentive payment actually paid over the gross payment that would have been paid if the original payment had been determined based on the restated financial results or correct calculation. Entergy may enforce all or part of any executive officer’s repayment obligation under the policy by reducing any amounts that may be owed from time-to-time by Entergy or any of its subsidiaries to such individual, whether as wages, severance, vacation pay or in the form of any other benefit or for any other reason. In addition, Entergy will seek to recover any compensation received by its Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under the Sarbanes-Oxley Act of 2002 following a material restatement of our financial statements.
In addition to the above-described Clawback Policy, in January 2024, the Entergy Board adopted an additional discretionary recoupment policy applicable to all officers of Entergy System companies, including the NEOs, that allows recoupment of incentive compensation from an officer who engages in certain detrimental conduct, including (i) commission of a felony or other crime that affects the officer’s ability to perform their duties, (ii) fraud in contravention of the officer’s duties to the enterprise, (iii) unauthorized disclosure of confidential or proprietary information of an Entergy System company or material violation of a material written Entergy System company policy or material agreement between the officer and an Entergy System company in either case that results in, or could have resulted in, termination for cause as defined in the 2019 OIP or that results in significant financial or operational loss, or significant reputational harm to Entergy; and (iv) other conduct that the officer knew or should have known could result in termination for Cause as defined in the 2019 OIP (regardless whether it does) and that results in significant financial or operational loss or significant reputational harm to Entergy. The discretionary recoupment policy for detrimental conduct applies to all incentive compensation, including time-based awards, and allows for the claw back of compensation received after the detrimental conduct and within the three-year period preceding the detrimental conduct, provided the recoupment efforts are commenced within five years after the detrimental conduct and before a change in control. The additional discretionary recoupment policy applies to detrimental conduct committed on or after January 26, 2024, the effective date of the policy.
Stock Ownership Guidelines and Share Retention Requirements
Entergy Corporation requires its NEOs to own Entergy stock to further align their interests with Entergy’s shareholders’ interests. Stock ownership levels are achieved through ownership of any Entergy shares held by the officer, including shares held in the 401(k) plan, restricted stock, dividends earned on restricted shares during the period of restriction, and restricted stock units. Performance units held under the PUP, stock options, whether vested or unvested, do not count toward achievement of stock ownership levels. Annually, the Talent and Compensation Committee monitors the executive officers’ compliance with these guidelines with all of the NEOs being in compliance with the applicable ownership guidelines at the time of the most recent annual review. The ownership guidelines are as follows:
| Role | Value of Common Stock to be Owned |
|---|---|
| Chief Executive Officer | 6 x base salary |
| Executive Vice Presidents | 3 x base salary |
| Senior Vice Presidents | 2 x base salary |
| Vice Presidents | 1 x base salary |
Further, to facilitate compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:
all net after-tax shares paid out under the PUP;
all net after-tax shares of our restricted stock and all net after-tax shares received upon the vesting of restricted stock units; and
at least 75% of the after-tax net shares received upon the exercise of Entergy Corporation stock options.
Trading Controls
Executive officers, including the NEOs, are subject to the Company's insider trading policy (included as Exhibit 19 to this Annual Report on Form 10-K) and thus are required to receive permission from the Company’s General Counsel or his designee prior to entering into any transaction involving Company securities, including gifts, other than an exercise of employee stock options that is not funded through a sale in the market. Trading is generally permitted only during specified open trading windows beginning shortly after the release of earnings. Employees who are subject to trading restrictions, including the NEOs, may enter into trading plans under Rule 10b5-1 of the Exchange Act, but these trading plans or any amendment to an existing plan may be entered into only during an open trading window and must be approved by the Company.
No Pledging/Hedging
Entergy Corporation also prohibits directors and executive officers, including the NEOs, from pledging any Entergy Corporation securities or entering into margin accounts involving Entergy Corporation securities. Entergy Corporation prohibits these transactions because of the potential that sales of Entergy Corporation securities could occur outside trading periods and without the required approval of the General Counsel. In addition, Entergy Corporation prohibits directors and executive officers, including the NEOs, from engaging in any hedging transactions with respect to Entergy securities.
Compensation Consultant Independence
Annually, the Talent and Compensation Committee reviews the relationship with its compensation consultant to determine whether any conflicts of interest exist that would prevent the consultant from independently advising the Talent and Compensation Committee. When assessing the independence of Pay Governance, its current compensation consultant, in 2024, the committee considered the following factors, among others:
Pay Governance has policies in place to prevent conflicts of interest;
No member of Pay Governance’s consulting team serving the committee has a business relationship with any member of the committee or any of Entergy Corporation’s executive officers;
Neither Pay Governance nor any of its principals own any shares of Entergy Corporation’s common stock; and
The amount of fees paid to Pay Governance is less than 1% of Pay Governance’s total consulting income.
Based on these factors, the Talent and Compensation Committee concluded that Pay Governance is independent in accordance with SEC and NYSE rules and that no conflicts of interest exist that would prevent Pay Governance from independently advising the committee.
In addition, Pay Governance has agreed that it will not accept any engagement with management without prior approval from the Talent and Compensation Committee, and Entergy Corporation’s Board has adopted a policy that prohibits a compensation consultant from providing other services to it if the aggregate amount for those services would exceed $120,000 in any year. During 2024, Pay Governance did not provide any services to Entergy Corporation other than the services it performed on behalf of the Talent and Compensation and Corporate Governance Committees, and it worked with Entergy Corporation’s management only as directed by those committees.
TALENT AND COMPENSATION COMMITTEE REPORT
The Talent and Compensation Committee Report included in the 2025 Entergy Proxy Statement is incorporated by reference, but will not be deemed to be “filed” in this Annual Report on Form 10-K. None of the Registrant Subsidiaries has a compensation committee or other board committee performing equivalent functions. The board of directors of each of the Registrant Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Registrant Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Registrant Subsidiaries.
EXECUTIVE COMPENSATION TABLES
2024 Summary Compensation Table
The following table summarizes the total compensation paid or earned by each of the NEOs for the fiscal year ended December 31, 2024, and to the extent required by SEC executive compensation disclosure rules, the fiscal years ended December 31, 2023 and 2022. For information on the principal positions held by each of the NEOs, see Item 10, “Directors, Executive Officers, and Corporate Governance of the Registrants.”
The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. For additional information regarding the material terms of the awards reported in the following table, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and Analysis.”
| (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position (1) | Year | Salary(2) | Stock Awards(3) | OptionAwards (4) | Non-EquityIncentivePlanCompen-sation(5) | Change inPensionValue andNon-qualifiedDeferredCompen-sationEarnings (6) | AllOtherCompen-sation (7) | Total | TotalWithoutChange inPensionValue(8) |
| Marcus V. Brown | 2024 | $783,555 | $1,185,567 | $307,642 | $924,768 | $455,800 | $67,092 | $3,724,424 | $3,268,624 |
| Executive Vice | 2023 | $753,419 | $1,226,636 | $290,192 | $950,104 | $731,700 | $77,328 | $4,029,379 | $3,297,679 |
| President and | 2022 | $726,363 | $1,144,238 | $273,358 | $761,302 | $976,700 | $93,793 | $3,975,754 | $2,999,054 |
| General Counsel - | |||||||||
| Entergy Corp. | |||||||||
| Haley R. Fisackerly | 2024 | $452,266 | $377,721 | $98,000 | $400,537 | $319,800 | $50,558 | $1,698,882 | $1,379,082 |
| CEO - Entergy | 2023 | $431,421 | $453,653 | $107,294 | $325,368 | $247,800 | $47,415 | $1,612,951 | $1,365,151 |
| Mississippi | 2022 | $410,557 | $752,209 | $62,595 | $319,427 | $— | $46,281 | $1,591,069 | $1,591,069 |
| Kimberly A. Fontan | 2024 | $684,375 | $1,477,716 | $383,422 | $876,457 | $433,100 | $34,937 | $3,890,007 | $3,456,907 |
| Executive Vice | 2023 | $625,000 | $1,165,112 | $275,621 | $646,875 | $409,600 | $31,860 | $3,154,068 | $2,744,468 |
| President and CFO - | 2022 | $404,809 | $1,034,293 | $80,519 | $379,688 | $— | $29,720 | $1,929,029 | $1,929,029 |
| Entergy Corp., | |||||||||
| Entergy Arkansas, | |||||||||
| Entergy Louisiana, | |||||||||
| Entergy Mississippi, | |||||||||
| Entergy New | |||||||||
| Orleans, and | |||||||||
| Entergy Texas | |||||||||
| Laura R. Landreaux | 2024 | $425,320 | $483,864 | $125,543 | $331,857 | $89,900 | $23,491 | $1,479,975 | $1,390,075 |
| CEO - Entergy | 2023 | $406,405 | $377,082 | $89,191 | $305,428 | $175,600 | $23,719 | $1,377,425 | $1,201,825 |
| Arkansas | 2022 | $390,161 | $341,381 | $62,595 | $271,015 | $— | $25,313 | $1,090,465 | $1,090,465 |
| Andrew S. Marsh | 2024 | $1,209,615 | $5,709,300 | $1,481,523 | $2,307,500 | $2,043,600 | $94,837 | $12,846,375 | $10,802,775 |
| Chair of the | 2023 | $1,100,000 | $5,159,370 | $1,220,557 | $1,821,600 | $982,400 | $89,281 | $10,373,208 | $9,390,808 |
| Board and CEO - | 2022 | $781,560 | $4,598,890 | $414,050 | $960,700 | $— | $106,560 | $6,861,760 | $6,861,760 |
| Entergy Corp. | |||||||||
| (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position (1) | Year | Salary(2) | Stock Awards(3) | OptionAwards (4) | Non-EquityIncentivePlanCompen-sation(5) | Change inPensionValue andNon-qualifiedDeferredCompen-sationEarnings (6) | AllOtherCompen-sation (7) | Total | TotalWithoutChange inPensionValue(8) |
| Phillip R. May, Jr. | 2024 | $467,944 | $456,010 | $118,322 | $451,112 | $146,500 | $36,357 | $1,676,245 | $1,529,745 |
| CEO - Entergy | 2023 | $449,491 | $459,481 | $108,679 | $340,945 | $114,400 | $36,586 | $1,509,582 | $1,395,182 |
| Louisiana | 2022 | $430,676 | $957,246 | $121,176 | $326,732 | $— | $39,225 | $1,875,055 | $1,875,055 |
| Peter S. Norgeot, Jr. | 2024 | $650,440 | $1,214,197 | $315,086 | $562,598 | $127,900 | $52,852 | $2,923,073 | $2,795,173 |
| Executive Vice | |||||||||
| President and Chief | |||||||||
| Operating Officer | |||||||||
| Deanna D. Rodriguez | 2024 | $372,249 | $242,151 | $62,809 | $263,147 | $197,300 | $26,228 | $1,163,884 | $966,584 |
| CEO - Entergy | 2023 | $358,208 | $270,525 | $63,983 | $226,421 | $270,200 | $23,671 | $1,213,008 | $942,808 |
| New Orleans | 2022 | $342,565 | $260,189 | $48,328 | $217,320 | $— | $27,087 | $895,489 | $895,489 |
| Eliecer Viamontes | 2024 | $384,887 | $303,748 | $78,813 | $321,919 | $34,200 | $33,055 | $1,156,622 | $1,122,422 |
| CEO - Entergy | 2023 | $361,284 | $333,024 | $78,755 | $251,202 | $28,700 | $25,846 | $1,078,811 | $1,050,111 |
| Texas | 2022 | $347,459 | $296,861 | $53,528 | $240,731 | $11,800 | $168,309 | $1,118,688 | $1,106,888 |
| Roderick K. West | 2024 | $828,144 | $1,273,288 | $330,421 | $976,160 | $212,500 | $119,140 | $3,739,653 | $3,527,153 |
| Former Group | 2023 | $799,130 | $1,547,047 | $365,976 | $775,192 | $204,800 | $112,338 | $3,804,483 | $3,599,683 |
| President Utility | 2022 | $770,432 | $3,682,723 | $402,025 | $776,434 | $— | $101,107 | $5,732,721 | $5,732,721 |
| Operations - Entergy | |||||||||
| Corp. | |||||||||
(1)No compensation information is provided for Mr. Norgeot for 2023 and 2022, as he was not included as a NEO in the Annual Report on Form 10-K for the years ended December 31, 2023 and December 31, 2022.
(2)The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2024 changes in base salaries noted in the CD&A were effective in April 2024. Mr. Viamontes’ off-cycle base salary adjustment noted in the CD&A was effective in September 2024.
(3)The amounts in column (e) represent the aggregate grant date fair value of restricted stock and performance units granted under the 2019 OIP, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock, restricted stock units, and the portion of the performance units with vesting based on the Adjusted FFO/Debt Ratio (within the 2022–2024 PUP and 2023–2025 PUP) and the Environmental Stewardship measure (used within the 2024–2026 PUP) is determined using the closing price of Entergy Corporation common stock on the date of grant. The grant date fair value of the portion of the performance units attributable to Relative TSR was measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. The performance units in the table are also valued based on the probable outcome of the applicable performance condition at the time of grant. The maximum value of shares that would be received if the highest achievement level is attained with respect to both the Relative TSR and Environmental Stewardship measures, for performance units granted in 2024 are as follows: Mr. Brown, $1,471,140; Mr. Fisackerly, $468,648; Ms. Fontan, $1,833,574; Ms. Landreaux, $600,425; Mr. Marsh, $7,084,418; Mr. May, $565,747; Mr. Norgeot, $1,506,610; Ms. Rodriguez, $300,411; Mr. Viamontes, $376,900; and Mr. West, $1,579,930.
(4)The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2019 OIP calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.
(5)The amounts in column (g) represent annual incentive award cash payments made pursuant to the annual incentive program established under the 2019 OIP.
(6)The amounts in column (h) include the annual actuarial change in the present value of these NEOs’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements. None of the increases for any of the NEOs are attributable to above-market or preferential earnings on non-qualified deferred compensation and includes any amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. See “2024 Pension Benefits.”
(7)The amounts in column (i) for 2024 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the NEOs; (b) dividends and dividend equivalents paid on restricted stock and performance units when vested; (c) life insurance premiums; (d) tax reimbursements on club dues; and (e) perquisites and other compensation as described further below. The 2024 amounts are listed in the following table:
| Named Executive Officer | Company Matching Contribution – Savings Plan | Dividends Paid on Restricted Stock and PUP Awards | Life Insurance Premium | Tax Reimbursement | Perquisites and Other Compensation | Total |
|---|---|---|---|---|---|---|
| Marcus V. Brown | $14,490 | $37,692 | $11,484 | $— | $3,426 | $67,092 |
| Haley R. Fisackerly | $14,490 | $8,120 | $7,482 | $5,375 | $15,091 | $50,558 |
| Kimberly A. Fontan | $14,490 | $13,971 | $1,757 | $— | $4,719 | $34,937 |
| Laura R. Landreaux | $— | $7,710 | $2,215 | $4,086 | $9,480 | $23,491 |
| Andrew S. Marsh | $14,490 | $69,947 | $5,372 | $— | $5,028 | $94,837 |
| Phillip R. May, Jr. | $14,490 | $11,131 | $10,736 | $— | $— | $36,357 |
| Peter S. Norgeot, Jr. | $20,700 | $23,492 | $7,482 | $— | $1,178 | $52,852 |
| Deanna D. Rodriguez | $14,490 | $9,182 | $2,556 | $— | $— | $26,228 |
| Eliecer Viamontes | $20,700 | $7,834 | $864 | $— | $3,657 | $33,055 |
| Roderick K. West | $14,490 | $47,974 | $7,038 | $— | $49,638 | $119,140 |
(8)The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy, and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to Entergy’s performance and are outside of the control of the Talent and Compensation Committee.
Perquisites and Other Compensation
The amounts set forth in column (i) also include perquisites and other personal benefits that Entergy provides to its NEOs as part of providing a competitive executive compensation program and for employee retention. The following perquisites were provided to the NEOs in 2024.
| Named Executive Officer | Personal Use of Corporate Aircraft | Club Dues | Executive Physical Exams | Relocation |
|---|---|---|---|---|
| Marcus V. Brown | X | |||
| Haley R. Fisackerly | X | X | ||
| Kimberly A. Fontan | X | |||
| Laura R. Landreaux | X | |||
| Andrew S. Marsh | X | |||
| Phillip R. May, Jr. | ||||
| Peter S. Norgeot, Jr. | X | X | ||
| Deanna D. Rodriguez | ||||
| Eliecer Viamontes | X | |||
| Roderick K. West | X | X | ||
For security and business reasons, Entergy Corporation’s Chief Executive Officer is permitted to use its corporate aircraft for personal use at the expense of Entergy Corporation. The other NEOs may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation’s Chief Executive Officer. The NEOs also may occasionally use the corporate aircraft for the evacuation of themselves and immediate family in advance of anticipated major storms for business continuity purposes. Entergy Corporation believes that its officers’ ability to use its plane for limited personal use saves time and helps to ensure their safety and security while traveling, thereby benefiting the Company. Annually, the Talent and Compensation Committee reviews the level of personal use of the corporate aircraft by each of the executive officers.
The amounts included in column (i) of the 2024 Summary Compensation Table for the personal use of corporate aircraft, reflect the incremental cost to Entergy Corporation for use of the corporate aircraft, determined on the basis of the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications, and fees, including flight planning, ground handling, and landing permits. The aggregate incremental aircraft usage cost associated with Mr. West’s personal use of the corporate aircraft was $45,822 for fiscal year 2024. In addition, Entergy Corporation offers its executives comprehensive annual physical exams at Entergy Corporation’s expense. In addition, executive officers may have the occasional personal use of tickets to athletic and cultural events when such tickets are not being used for business purposes, for which there is no incremental cost to the Company. Aside from Mr. West’s personal use of the corporate aircraft, none of the perquisites referenced above exceeded $25,000 for any of the NEOs.
2024 Grants of Plan-Based Awards
The following table summarizes award grants during 2024 to the NEOs. All share and per share information in this table has been adjusted to reflect the Stock Split.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · Estimated Future Payouts under Equity Incentive Plan Awards (2) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) · (k) · (l) | ||||||||||||||
| Name · Grant Date · Thresh-old · Target · Maximum · Thresh-old · Target · Maximum · All Other Stock Awards: Number of Shares of Stock or Units · All Other Option Awards: Number of Securities Under-lying Options · Exercise or Base Price of Option Awards · Grant Date Fair Value of Stock and Option Awards | ||||||||||||||
| ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | (#)(4) | ($/Sh) | ($)(5) | |||||
| Marcus V. | 1/25/24 | $- | $633,403 | $1,266,806 | ||||||||||
| Brown | 1/25/24 | 3,712 | 14,848 | 29,696 | $887,435 | |||||||||
| 1/25/24 | 6,018 | $298,132 | ||||||||||||
| 1/25/24 | 33,062 | $49.54 | $307,642 | |||||||||||
| Haley R. | 1/25/24 | $- | $251,910 | $503,820 | ||||||||||
| Fisackerly | 1/25/24 | 1,183 | 4,730 | 9,460 | $282,703 | |||||||||
| 1/25/24 | 1,918 | $95,018 | ||||||||||||
| 1/25/24 | 10,532 | $49.54 | $98,000 | |||||||||||
| Kimberly A. | 1/25/24 | $- | $600,313 | $1,200,625 | ||||||||||
| Fontan | 1/25/24 | 4,627 | 18,506 | 37,012 | $1,106,067 | |||||||||
| 1/25/24 | 7,502 | $371,649 | ||||||||||||
| 1/25/24 | 41,206 | $49.54 | $383,422 | |||||||||||
| Laura R. | 1/25/24 | $- | $237,041 | $474,082 | ||||||||||
| Landreaux | 1/25/24 | 1,515 | 6,060 | 12,120 | $362,194 | |||||||||
| 1/25/24 | 2,456 | $121,670 | ||||||||||||
| 1/25/24 | 13,492 | $49.54 | $125,543 | |||||||||||
| Andrew S. | 1/25/24 | $- | $1,625,000 | $3,250,000 | ||||||||||
| Marsh | 1/25/24 | 17,876 | 71,502 | 143,004 | $4,273,532 | |||||||||
| 1/25/24 | 28,982 | $1,435,768 | ||||||||||||
| 1/25/24 | 159,218 | $49.54 | $1,481,523 | |||||||||||
| Phillip R. | 1/25/24 | $- | $283,718 | $567,436 | ||||||||||
| May, Jr. | 1/25/24 | 1,428 | 5,710 | 11,420 | $341,275 | |||||||||
| 1/25/24 | 2,316 | $114,735 | ||||||||||||
| 1/25/24 | 12,716 | $49.54 | $118,322 | |||||||||||
| Peter S. | 1/25/24 | $- | $502,320 | $1,004,640 | ||||||||||
| Norgeot, Jr. | 1/25/24 | 3,802 | 15,206 | 30,412 | $908,832 | |||||||||
| 1/25/24 | 6,164 | $305,365 | ||||||||||||
| 1/25/24 | 33,862 | $49.54 | $315,086 | |||||||||||
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · Estimated Future Payouts under Equity Incentive Plan Awards (2) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) · (k) · (l) | |||||||||||||||
| Name · Grant Date · Thresh-old · Target · Maximum · Thresh-old · Target · Maximum · All Other Stock Awards: Number of Shares of Stock or Units · All Other Option Awards: Number of Securities Under-lying Options · Exercise or Base Price of Option Awards · Grant Date Fair Value of Stock and Option Awards | |||||||||||||||
| ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | (#)(4) | ($/Sh) | ($)(5) | ||||||
| Deanna D. | 1/25/24 | $- | $187,962 | $375,924 | |||||||||||
| Rodriguez | 1/25/24 | 758 | 3,032 | 6,064 | $181,217 | ||||||||||
| 1/25/24 | 1,230 | $60,934 | |||||||||||||
| 1/25/24 | 6,750 | $49.54 | $62,809 | ||||||||||||
| Eliecer | 1/25/24 | $- | $229,942 | $459,884 | |||||||||||
| Viamontes | 1/25/24 | 951 | 3,804 | 7,608 | $227,357 | ||||||||||
| 1/25/24 | 1,542 | $76,391 | |||||||||||||
| 1/25/24 | 8,470 | $49.54 | $78,813 | ||||||||||||
| Roderick K. | 1/25/24 | $- | $668,602 | $1,337,205 | |||||||||||
| West(6) | 1/25/24 | 3,987 | 15,946 | 31,892 | $935,061 | ||||||||||
| 1/25/24 | 6,464 | $320,227 | |||||||||||||
| 1/25/24 | 35,510 | $49.54 | $330,421 | ||||||||||||
(1)The amounts in columns (c), (d), and (e) represent minimum, target, and maximum payment levels under the annual incentive program. The actual amounts awarded are reported in column (g) of the 2024 Summary Compensation Table.
(2)The amounts in columns (f), (g), and (h) represent the minimum, target, and maximum payment levels under the 2024–2026 PUP. Performance units granted under the 2024–2026 PUP pursuant to the 2019 OIP will vest on December 31, 2026 based on two performance measures—Relative TSR, weighted 80%, and Environmental Stewardship, weighted 20%, as described under “What We Pay and Why – Long-Term Incentive Compensation – 2024 Long-Term Incentive Compensation Mix – Performance Units” in the CD&A. Subject to the achievement of performance targets, each unit will be converted into one share of Entergy Corporation’s common stock on the last day of the performance period for the 2024-2026 long-term PUP cycle (December 31, 2026). Accrued dividends on the shares earned will also be paid in Entergy Corporation common stock.
(3)The amounts in column (i) represent shares of restricted stock granted under the 2019 OIP. Shares of restricted stock vest one-third on each of the first, second and third anniversaries of the grant date, have voting rights, and accrue dividends during the vesting period.
(4)The amounts in column (j) represent options to purchase shares of Entergy Corporation’s common stock granted under the 2019 OIP. The options vest one-third on each of the first, second and third anniversaries of the grant date and have a ten-year term from the date of grant.
(5)The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable outcome of the applicable performance conditions. See footnotes 4 and 5 to the 2024 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.
(6)The shares of restricted stock noted in the table above for Mr. West were forfeited upon his retirement from the Company on January 31, 2025. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and expire five years from his retirement date. Mr. West will be eligible for a pro-rated PUP award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from the Company.
2024 Outstanding Equity Awards at Fiscal Year-End
The following table summarizes, for each NEO, their outstanding unexercised options, outstanding restricted stock that has not vested, and equity incentive plan awards outstanding as of December 31, 2024. All share and per share information in this table has been adjusted to reflect the Stock Split.
| Option Awards · Stock Awards | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) | |||||||||||||
| Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested | |||||||||||||
| (#) · (#) · (#) · ($) · (#) · ($) · (#) · ($) | |||||||||||||
| Marcus V. | — | 33,062 | 1 | $49.54 | 1/25/2034 | ||||||||
| Brown | 9,638 | 19,280 | 2 | $54.24 | 1/26/2033 | ||||||||
| 22,428 | 11,216 | 3 | $54.80 | 1/27/2032 | |||||||||
| 14,604 | — | $47.94 | 1/28/2031 | ||||||||||
| 57,148 | — | $65.86 | 1/30/2030 | 29,696 | 4 | $2,251,551 | |||||||
| 29,380 | 5 | $2,227,592 | |||||||||||
| 6,252 | 6 | $474,027 | |||||||||||
| 3,998 | 7 | $303,128 | |||||||||||
| 1,930 | 8 | $146,333 | |||||||||||
| Haley R. | — | 10,532 | 1 | $49.54 | 1/25/2034 | ||||||||
| Fisackerly | 3,564 | 7,128 | 2 | $54.24 | 1/26/2033 | ||||||||
| 5,136 | 2,568 | 3 | $54.80 | 1/27/2032 | |||||||||
| 8,202 | — | $47.94 | 1/28/2031 | ||||||||||
| 8,600 | — | $65.86 | 1/30/2030 | ||||||||||
| 9,460 | 4 | $717,257 | |||||||||||
| 10,864 | 5 | $823,708 | |||||||||||
| 1,992 | 6 | $151,033 | |||||||||||
| 1,480 | 7 | $112,214 | |||||||||||
| 443 | 8 | $33,588 | |||||||||||
| 8,106 | 9 | $614,597 | |||||||||||
| Option Awards · Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) | |||||||||||
| Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested | |||||||||||
| (#) · (#) · (#) · ($) · (#) · ($) · (#) · ($) | |||||||||||
| Kimberly A. | — | 41,206 | 1 | $49.54 | 1/25/2034 | ||||||
| Fontan | 9,154 | 18,312 | 2 | $54.24 | 1/26/2033 | ||||||
| 6,606 | 3,304 | 3 | $54.80 | 1/27/2032 | |||||||
| 10,890 | — | $47.94 | 1/28/2031 | ||||||||
| 12,800 | — | $65.86 | 1/30/2030 | ||||||||
| 12,000 | — | $44.60 | 1/31/2029 | ||||||||
| 5,000 | — | $39.04 | 1/25/2028 | ||||||||
| 37,012 | 4 | $2,806,250 | |||||||||
| 27,908 | 5 | $2,115,985 | |||||||||
| 7,794 | 6 | $590,941 | |||||||||
| 3,796 | 7 | $287,813 | |||||||||
| 569 | 8 | $43,142 | |||||||||
| Laura R. | — | 13,492 | 1 | $49.54 | 1/25/2034 | ||||||
| Landreaux | 2,962 | 5,926 | 2 | $54.24 | 1/26/2033 | ||||||
| 5,136 | 2,568 | 3 | $54.80 | 1/27/2032 | |||||||
| 7,746 | — | $47.94 | 1/28/2031 | ||||||||
| 8,600 | — | $65.86 | 1/30/2030 | ||||||||
| 10,200 | — | $44.60 | 1/31/2029 | ||||||||
| 12,120 | 4 | $918,938 | |||||||||
| 9,032 | 5 | $684,806 | |||||||||
| 2,551 | 6 | $193,417 | |||||||||
| 1,228 | 7 | $93,107 | |||||||||
| 443 | 8 | $33,588 | |||||||||
| Option Awards · Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) | |||||||||||
| Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested | |||||||||||
| (#) · (#) · (#) · ($) · (#) · ($) · (#) · ($) | |||||||||||
| Andrew S. | — | 159,218 | 1 | $49.54 | 1/25/2034 | ||||||
| Marsh | 40,542 | 81,088 | 2 | $54.24 | 1/26/2033 | ||||||
| 33,972 | 16,988 | 3 | $54.80 | 1/27/2032 | |||||||
| 58,392 | — | $47.94 | 1/28/2031 | ||||||||
| 72,158 | — | $65.86 | 1/30/2030 | ||||||||
| 90,364 | — | $44.60 | 1/31/2029 | ||||||||
| 98,000 | — | $39.04 | 1/25/2028 | ||||||||
| 88,000 | — | $35.27 | 1/26/2027 | ||||||||
| 143,004 | 4 | $10,842,563 | |||||||||
| 123,580 | 5 | $9,369,836 | |||||||||
| 30,112 | 6 | $2,283,092 | |||||||||
| 16,810 | 7 | $1,274,534 | |||||||||
| 2,924 | 8 | $221,698 | |||||||||
| Phillip R. | — | 12,716 | 1 | $49.54 | 1/25/2034 | ||||||
| May, Jr. | 3,610 | 7,220 | 2 | $54.24 | 1/26/2033 | ||||||
| 9,942 | 4,972 | 3 | $54.80 | 1/27/2032 | |||||||
| 10,784 | — | $47.94 | 1/28/2031 | ||||||||
| 14,600 | — | $65.86 | 1/30/2030 | ||||||||
| 12,400 | — | $44.60 | 1/31/2029 | ||||||||
| 11,420 | 4 | $865,864 | |||||||||
| 11,004 | 5 | $834,323 | |||||||||
| 2,406 | 6 | $182,423 | |||||||||
| 1,497 | 7 | $113,503 | |||||||||
| 857 | 8 | $64,978 | |||||||||
| 8,106 | 9 | $614,597 | |||||||||
| Peter S. | — | 33,862 | 1 | $49.54 | 1/25/2034 | ||||||
| Norgeot, Jr. | 9,514 | 19,030 | 2 | $54.24 | 1/26/2033 | ||||||
| 12,890 | 6,446 | 3 | $54.80 | 1/27/2032 | |||||||
| 7,924 | — | $47.94 | 1/28/2031 | ||||||||
| 25,172 | — | $65.86 | 1/30/2030 | ||||||||
| 30,412 | 4 | $2,305,838 | |||||||||
| 29,004 | 5 | $2,199,083 | |||||||||
| 6,404 | 6 | $485,551 | |||||||||
| 3,946 | 7 | $299,186 | |||||||||
| 1,109 | 8 | $84,084 | |||||||||
| Option Awards · Stock Awards | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) | ||||||||||||
| Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested | ||||||||||||
| (#) · (#) · (#) · ($) · (#) · ($) · (#) · ($) | ||||||||||||
| Deanna D. | — | 6,750 | 1 | $49.54 | 1/25/2034 | |||||||
| Rodriguez | — | 4,252 | 2 | $54.24 | 1/26/2033 | |||||||
| — | 1,984 | 3 | $54.80 | 1/27/2032 | ||||||||
| 6,064 | 4 | $459,772 | ||||||||||
| 6,480 | 5 | $491,314 | ||||||||||
| 1,277 | 6 | $96,822 | ||||||||||
| 881 | 7 | $66,797 | ||||||||||
| 341 | 8 | $25,855 | ||||||||||
| Eliecer | — | 8,470 | 1 | $49.54 | 1/25/2034 | |||||||
| Viamontes | 2,616 | 5,232 | 2 | $54.24 | 1/26/2033 | |||||||
| 4,392 | 2,196 | 3 | $54.80 | 1/27/2032 | ||||||||
| 7,608 | 4 | $576,839 | ||||||||||
| 7,976 | 5 | $604,740 | ||||||||||
| 1,602 | 6 | $121,464 | ||||||||||
| 1,085 | 7 | $82,265 | ||||||||||
| 377 | 8 | $28,584 | ||||||||||
| Roderick K. | — | 35,510 | 1 | $49.54 | 1/25/2034 | |||||||
| West 11 | 12,156 | 24,314 | 2 | $54.24 | 1/26/2033 | |||||||
| 32,986 | 16,494 | 3 | $54.80 | 1/27/2032 | ||||||||
| 53,504 | — | $47.94 | 1/28/2031 | |||||||||
| 63,410 | — | $65.86 | 1/30/2030 | |||||||||
| 51,128 | — | $44.60 | 1/31/2029 | |||||||||
| 28,334 | — | $39.04 | 1/25/2028 | |||||||||
| 31,892 | 4 | $2,418,051 | ||||||||||
| 37,056 | 5 | $2,809,586 | ||||||||||
| 6,716 | 6 | $509,207 | ||||||||||
| 5,040 | 7 | $382,133 | ||||||||||
| 2,839 | 8 | $215,253 | ||||||||||
| 24,016 | 10 | $1,820,893 | ||||||||||
(1)Consists of options granted under the 2019 OIP; 1/3 of the options vested on January 25, 2025 and 1/3 of the remaining options will vest on each of January 25, 2026 and January 25, 2027.
(2)Consists of options granted under the 2019 OIP; 1/2 of the options vested on January 26, 2025 and the remaining options will vest on January 26, 2026.
(3)Consists of options granted under the 2019 OIP that vested on January 27, 2025.
(4)Consists of 2024–2026 PUP performance units granted under the 2019 OIP that will vest on December 31, 2026 based on two performance measures- Entergy Corporation’s Relative TSR performance and Environmental Stewardship with Relative TSR weighted eighty percent and Environmental Stewardship weighted twenty percent, as described under “What Entergy Corporation Pays and Why - Long-Term Incentive Compensation - 2024 Long-Term Incentive Compensation Mix - Performance Units” in the CD&A.
(5)Consists of 2023–2025 PUP performance units granted under the 2019 OIP that will vest on December 31, 2025 based on two performance measures - Entergy Corporation’s Relative TSR performance and Adjusted FFO/Debt Ratio with Relative TSR weighted eighty percent and Adjusted FFO/Debt Ratio weighted twenty percent.
(6)Consists of shares of restricted stock granted under the 2019 OIP; 1/3 of the shares of restricted stock vested on January 25, 2025 and 1/2 of the remaining shares will vest on each of January 25, 2026 and January 25, 2027.
(7)Consists of shares of restricted stock granted under the 2019 OIP; 1/2 of the shares of restricted stock vested on January 26, 2025 and the remaining shares of restricted stock will vest on January 26, 2026.
(8)Consists of shares of restricted stock granted under the 2019 OIP that vested on January 27, 2025.
(9)Consists of restricted stock units granted under the 2019 OIP which will vest on October 1, 2025.
(10)Consists of restricted stock units granted under the 2019 OIP which were scheduled to vest in two equal installments on each of June 1, 2025, and June 1, 2026, but which were forfeited upon Mr. West’s retirement from the Company on January 31, 2025.
(11)All shares of restricted stock reported for Mr. West in the table above which were unvested at the time of his retirement from the Company on January 31, 2025 were forfeited. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and expire five years after his retirement date. With respect to the PUP performance units noted in the table above, Mr. West will be eligible for a pro-rated award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from the Company.
2024 Option Exercises and Stock Vested
The following table provides information concerning each exercise of stock options and each vesting of stock during 2024 for the NEOs. All share and per share information in this table has been adjusted to reflect the Stock Split.
| Options Awards · Stock Awards | ||||
|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) |
| Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) |
| (#) | ($) | (#) | ($) | |
| Marcus V. Brown | — | $— | 60,535 | $3,964,799 |
| Haley R. Fisackerly | 8,268 | $247,392 | 7,631 | $575,223 |
| Kimberly A. Fontan | — | $— | 24,003 | $1,873,014 |
| Laura R. Landreaux | — | $— | 8,518 | $652,494 |
| Andrew S. Marsh | 138,000 | $3,243,158 | 105,900 | $8,231,875 |
| Phillip R. May, Jr. | — | $— | 13,647 | $1,050,900 |
| Peter S. Norgeot, Jr. | 68,990 | $1,207,091 | 28,520 | $2,202,601 |
| Deanna D. Rodriguez | 6,088 | $117,714 | 6,714 | $496,257 |
| Eliecer Viamontes | 8,664 | $104,531 | 7,661 | $584,936 |
| Roderick K. West | — | $— | 58,248 | $4,183,770 |
(1)Represents the value of performance units which vested under the 2022–2024 PUP (payable solely in shares based on the closing stock price of Entergy Corporation on the date of vesting) under the PUP and the vesting of restricted stock and restricted stock units, if applicable, in 2024.
2024 Pension Benefits
The following table shows the present value as of December 31, 2024, of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions set forth in Note 11 to the financial statements. The amount of the SERP benefit provided in this table is the present value of the SERP benefit due at age 65 discounted using the interest rates that we used for financial reporting for the non-qualified pension liability at December 31, 2024, with the exception of Mr. Brown as discussed in the footnotes accompanying the table. Additional information regarding these retirement plans follows this table.
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During 2024 |
|---|---|---|---|---|
| Marcus V. Brown(1)(2) | System Executive Retirement Plan | 29.74 | $10,484,000 | $— |
| Entergy Retirement Plan | 29.74 | $1,446,000 | $— | |
| Haley R. Fisackerly(1) | System Executive Retirement Plan | 29.08 | $2,692,700 | $— |
| Entergy Retirement Plan | 29.08 | $1,187,200 | $— | |
| Kimberly A. Fontan | Pension Equalization Plan | 28.56 | $1,468,200 | $— |
| Entergy Retirement Plan | 28.56 | $793,300 | $— | |
| Laura R. Landreaux | Pension Equalization Plan | 17.48 | $511,100 | $— |
| Entergy Retirement Plan | 17.48 | $477,100 | $— | |
| Andrew S. Marsh | System Executive Retirement Plan | 26.37 | $8,236,900 | $— |
| Entergy Retirement Plan | 26.37 | $748,200 | $— | |
| Phillip R. May, Jr. (1)(3) | System Executive Retirement Plan | 38.56 | $3,092,000 | $— |
| Entergy Retirement Plan | 38.56 | $1,800,500 | $— | |
| Peter S. Norgeot, Jr. | Cash Balance Equalization Plan | 10.37 | $368,500 | $— |
| Cash Balance Plan | 10.37 | $219,200 | $— | |
| Deanna D. Rodriguez(1) | Pension Equalization Plan | 30.19 | $896,300 | $— |
| Entergy Retirement Plan | 30.19 | $1,321,700 | $— | |
| Eliecer Viamontes | Cash Balance Equalization Plan | 4.95 | $44,700 | $— |
| Cash Balance Plan | 4.95 | $64,400 | $— | |
| Roderick K. West(1) | System Executive Retirement Plan | 25.75 | $5,991,600 | $— |
| Entergy Retirement Plan | 25.75 | $871,200 | $— |
(1)As of December 31, 2024, Mr. Brown, Mr. Fisackerly, Mr. May, Ms. Rodriguez, and Mr. West were retirement eligible.
(2)In 2022, the Company entered into an agreement with Mr. Brown and amended the PEP and the SERP, pursuant to which agreement and amendments if certain contingencies are met, the benefit payable to Mr. Brown (or to his surviving spouse) under the SERP when he separates from employment with the Company is fixed and will be determined as if such separation from employment occurred as of November 30, 2022 (including the use of final average monthly compensation, service and actuarial assumptions applicable to separations as of such date). If Mr. Brown separates from service and the contingencies are not met, then Mr. Brown (or his surviving spouse) will receive the lesser of the previously described benefit amount under the SERP or the benefit that would have been payable to Mr. Brown under the SERP or the PEP, without regard to the above-described amendments to the SERP and PEP.
(3)Service under the SERP is granted from the date of hire. Service under the qualified Entergy Retirement Plan is granted from the later of the date of hire or the plan participation date. The SERP amounts reflected in the table for Mr. May is calculated based on 30 years of service pursuant to the terms of the SERP.
The tables below contain summaries of the pension benefit plans sponsored by Entergy that the NEOs participated in during 2024. Benefits for the NEOs who participate in these plans are determined using the same formulas as for other eligible employees.
Qualified Retirement Benefits
All of our NEOs, except Messrs. Norgeot and Viamontes participate in the Entergy Retirement Plan, a tax-qualified final average pay defined benefit pension plan sponsored by Entergy. Messrs. Norgeot and Viamontes participate in the Cash Balance Plan, which is a tax-qualified cash balance defined benefit pension plan Entergy sponsors for employees hired after June 30, 2014 and before January 1, 2021. Summaries of these plans are provided below. Benefits for the NEOs are determined using the same formulas as for other eligible employees:
| Entergy Retirement Plan | Cash Balance Plan(1) | ||
| Eligible Named Executive Officers | Marcus V. BrownHaley R. FisackerlyAndrew S. MarshLaura R. Landreaux | Phillip R. May, Jr.Kimberly A. FontanDeanna D. Rodriguez Roderick K. West | Peter S. Norgeot, Jr.Eliecer Viamontes |
|---|---|---|---|
| Eligibility | Non-bargaining employees hired before July 1, 2014 | Non-bargaining employees hired on or after July 1, 2014 and before January 1, 2021. | |
| Vesting | A participant becomes vested in the Entergy Retirement Plan upon attainment of at least 5 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | A participant becomes vested in the Cash Balance Plan upon attainment of at least 3 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | |
| Form of Payment Upon Retirement | Benefits are payable as an annuity. For employees who separate from service on or after January 1, 2018, a single lump sum distribution may be elected by the participant if eligibility criteria are met. | Benefits are payable as an annuity or single lump sum distribution. |
| Entergy Retirement Plan | Cash Balance Plan(1) | |
| Retirement Benefit Formula | Benefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (“FAME”) multiplied by years of service (not to exceed 40).Earnings for the purpose of calculating FAME generally includes the employee’s base salary and eligible annual incentive awards subject to limitations imposed by the Internal Revenue Code of 1986, as amended (“Code”), and excludes all other bonuses. Executive annual incentive awards are not eligible for inclusion in earnings under this plan.FAME is calculated using the employee’s average monthly earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month period immediately preceding the employee’s retirement and includes up to 5 eligible annual incentive awards paid during the 60 month period, except that executive annual incentive awards are not included in the FAME calculation. | The normal retirement benefit at age 65 is determined by converting the sum of an employee’s annual pay credits and his or her annual interest credits into an actuarially equivalent annuity.Pay credits ranging from 4-8% of an employee’s eligible earnings are allocated annually to a notional account for the employee based on an employee’s age and years of service. Earnings for purposes of calculating an employee’s pay credit include the employee’s base salary and annual incentive awards, subject to Code limitations, and exclude all other bonuses. Executive annual incentive program awards are eligible for inclusion in earnings under this plan.Interest credits are calculated based upon the annual rate of interest on 30-year U.S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year subject to a minimum rate of 2.6% and a maximum rate of 9%. |
|---|---|---|
| Benefit Timing(2) | Normal retirement age under the plan is 65.A reduced terminated vested benefit may be commenced as early as age 55. The amount of this benefit is determined by reducing the normal retirement benefit by 7% per year for the first 5 years commencement precedes age 65 and 6% per year for each additional year commencement precedes age 65.A subsidized early retirement benefit may be commenced by employees who are at least age 55 with 10 years of service at the time they separate from service. The amount of this benefit is determined by reducing the normal retirement benefit by 2% per year for each year that early retirement precedes age 65. | Normal retirement age under the plan is 65.A vested cash balance benefit may be commenced as early as the first day of the month following separation from service. The amount of the benefit is determined in the same manner as the normal retirement benefit described above in the “Retirement Benefit Formula” section. |
(1)Effective January 1, 2022, the Entergy Corporation Cash Balance Plan for Non-Bargaining Employees merged into and became Appendix J of the Entergy Corporation Retirement Plan for Non-Bargaining Employees, but retained its eligibility, benefit formula, and all benefits, rights, and features.
(2)As of December 31, 2024, Messrs. Brown, Fisackerly, May, and West and Ms. Rodriguez were eligible for early retirement under the Entergy Retirement Plan.
Non-qualified Retirement Benefits
The NEOs are eligible to participate in certain non-qualified retirement benefit plans that provide retirement income in addition to the benefit provided under the qualified retirement plans, including the PEP, the CBEP, and the SERP. Upon separation from the Company, those NEOs who participate in both the PEP and the SERP will be paid only the greater of the benefit under the PEP or the SERP. Each of the SERP, PEP, and CBEP is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. In general, upon disability, participants in the PEP and the SERP remain eligible for continued service credits until the earliest of recovery, separation from service due to disability, or retirement eligibility. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant’s accrued benefit under these plans.
| Pension Equalization Plan | Cash Balance Equalization Plan | System Executive Retirement Plan | |
| Eligible Named Executive Officers | Marcus V. BrownHaley R. Fisackerly Laura R. LandreauxAndrew S. MarshPhilip R. May, Jr.Kimberly A. FontanDeanna D. Rodriguez Roderick K. West | Peter S. Norgeot, Jr.Eliecer Viamontes | Marcus V. BrownHaley R. FisackerlyAndrew S. MarshPhilip R. May, Jr.Roderick K. West |
|---|---|---|---|
| Eligibility(1) | Management or highly compensated employees who participate in the Entergy Retirement Plan | Management or highly compensated employees who participate in the Cash Balance Plan | Certain individuals who became executive officers before July 1, 2014 |
| Form of Payment Upon Retirement | Single lump sum distribution | Single lump sum distribution | Single lump sum distribution |
| Retirement Benefit Formula | Benefits generally are equal to the actuarial present value of the difference between (1) the amount that would have been payable as an annuity under the Entergy Retirement Plan, including executive annual incentive program awards as eligible earnings and without applying the limitations of the Code on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and (2) the amount actually payable as an annuity under the Entergy Retirement Plan. Executive annual incentive awards are taken into account as eligible earnings under this plan. | Benefits generally are equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for the Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan. | Benefits generally are equal to the actuarial present value of a specified percentage, based on the participant’s years of service and management level of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s base salary and annual incentive plan award for the three highest years during the last 10 years preceding separation from service), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit. |
| Pension Equalization Plan | Cash Balance Equalization Plan | System Executive Retirement Plan | |
| Benefit timing(2) | Payable at age 65Benefits payable prior to age 65 are subject to the same reduced terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above.An employee with supplemental credited service who terminates employment prior to age 65 must receive prior written consent of the Entergy employer in order to receive the portion of their benefit attributable to their supplemental credited service agreement.Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A. | Payable upon separation from service subject to six month delay required under the Code Section 409A. | Payable at age 65Prior to age 65, vesting is conditioned on the prior written consent of the officer’s Entergy employer.Benefits payable prior to age 65 are subject to the same reduced terminated vested or subsidized early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above. Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A. |
|---|
(1)The SERP was closed to new executive officers effective July 1, 2014. Effective July 1, 2014, no new grants of supplemental service may be provided to participants in the PEP. Participants in Entergy Corporation’s Cash Balance Plan are not eligible to participate in the PEP and instead may be eligible to participate in the CBEP.
(2)Benefits accrued under the SERP, PEP, and CBEP, if any, will become fully vested if a participant is involuntarily terminated without cause or terminates his or her employment for good reason in connection with a change in control with payment generally made in a lump-sum payment as soon as reasonably practicable following the first day of the month after the termination of employment, unless delayed six months under Code Section 409A.
2024 Non-Qualified Deferred Compensation
As of December 31, 2024, Mr. May had a deferred account balance under a frozen Defined Contribution Restoration Plan. The amount is deemed invested, as chosen by Mr. May, in certain T. Rowe Price investment funds that are also available to participants under the Savings Plan. Mr. May has elected to receive the deferred account balance after he retires. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees’ deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Code.
Defined Contribution Restoration Plan
| Name | Executive Contributions in 2024 | Registrant Contributions in 2024 | Aggregate Earnings in 2024(1) | Aggregate Withdrawals/Distributions | Aggregate Balance at December 31, 2024 |
|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) |
| Phillip R. May, Jr. | $— | $— | $1,406 | $— | $5,029 |
(1)Amounts in this column are not included in the Summary Compensation Table.
2024 Potential Payments Upon Termination or Change in Control
Entergy has plans and other arrangements that provide compensation to a NEO if his or her employment terminates under specified conditions, including following a change in control of Entergy.
Change in Control
Entergy does not have any plans or agreements that provide for payments or benefits to any of our NEOs solely upon a Change in Control (as defined below). Under the Continuity Plan, executive officers, including each of the continuing NEOs are eligible to receive the cash severance payment and welfare plan benefits described below if their employment is terminated by their Entergy System employer other than for Cause (as defined below) or if they terminate their employment for Good Reason during a period beginning with a potential change in control and ending 24 months following the effective date of a Change in Control (a “Qualifying Termination”). A participant will not be eligible for benefits under the Continuity Plan if such participant: accepts employment with Entergy or any of its subsidiaries; elects to receive the benefits of another severance or separation program; removes, copies, or fails to return any property belonging to Entergy Corporation or any of its subsidiaries or violates the non-compete provision of the Continuity Plan (which generally runs for two years but extends to three years if permissible under applicable law). The Continuity Plan does not include any provisions for the waiver of a breach of any of these restrictive covenants.
In addition, under the 2019 OIP or an applicable equity award agreement issued under the 2019 OIP, upon a Qualifying Termination, our executive officers, including the continuing NEOs, are eligible for the payments and benefits described in the table below under “Performance Units” and “Equity Awards.” Further, in the event of a Qualifying Termination, our executive officers, including the continuing NEOs, are eligible for the benefits described in the table below for “Retirement Benefits” under the terms of the SERP, PEP, and/or CBEP, as applicable.
In the event of a Qualifying Termination, the executive officers, including the continuing NEOs would receive lump sum severance payments and welfare benefits described below. In the event of a Qualifying Termination, all of the NEOs would receive the treatment described below for their retirement benefits and their outstanding performance units and equity awards:
| Compensation Element | Payment and/or Benefit |
|---|---|
| Severance(1) | A lump sum severance payment equal to a multiple of the sum of: (a) the participant’s annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason, plus (b) the participant’s annual incentive award, calculated using the average annual target opportunity derived under the annual incentive program for the two calendar years immediately preceding the calendar year in which termination occurs. |
| Performance Units | For outstanding performance units, participants would receive a number of shares of Entergy common stock equal to the greater of (1) the target number of performance units subject to the performance unit agreement or (2) the number of units that would vest under the performance unit agreement calculated based on Company performance through the participant’s termination date, in either case pro-rated based on the portion of the performance period that occurs through the termination date. |
| Equity Awards | All unvested stock options and restricted stock units will vest immediately, and restrictions will lift on restricted shares, upon a Qualifying Termination pursuant to the terms of Entergy’s equity plans. |
| Retirement Benefits | Benefits already accrued under the SERP, PEP, and CBEP, if any, will become fully vested. |
| Welfare Benefits | Participants who are not retirement-eligible would be eligible to receive Entergy-subsidized COBRA benefits for a period of 18 months. |
(1) Cash severance payments are capped at 2.99 times the sum of (a) an executive’s annual base salary in effect at any time within one year before commencement of the change in control period, or, if higher, immediately prior to a circumstance constituting Good Reason under the Continuity Plan in effect at any time within one year before commencement of the change in control period or, if higher, immediately prior to a circumstance constituting Good Reason under the Continuity Plan, plus (b) the higher of the executive’s actual annual incentive payment under the annual incentive program for the year immediately preceding the calendar year in which termination occurs or the average of the executive’s target annual incentive award for the two calendar years preceding the year in which termination occurs. Any cash severance payments to be paid under the Continuity Plan in excess of this cap will be forfeited by the participant.
To protect shareholders and Entergy Corporation’s business model, executives are required to comply with non-compete provisions (which generally run for two years but extend to three years if permissible under applicable law) and confidentiality provisions. If an executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision, he or she will be required to repay any benefits previously received under the Continuity Plan.
For purposes of the Continuity Plan, the following events are generally defined as:
Change in Control: (a) the purchase of 30% or more of either Entergy Corporation’s common stock or the combined voting power of Entergy Corporation’s voting securities; (b) the merger or consolidation of Entergy Corporation (unless its Board members constitute at least a majority of the board members of the surviving entity); (c) the liquidation, dissolution, or sale of all or substantially all of Entergy Corporation’s assets; or (d) a change in the composition of Entergy Corporation’s Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation’s Board at the end of the period.
Potential Change in Control: (a) Entergy Corporation or an affiliate enters into an agreement, the consummation of which would constitute a Change in Control; (b) the Entergy Corporation Board adopts resolutions determining that, for purposes of the Continuity Plan, a potential Change in Control has occurred; (c) a System Company or other person or entity publicly announces an intention to take actions that would constitute a Change in Control; or (d) any person or entity becomes the beneficial owner (directly or indirectly) of Entergy Corporation’s outstanding shares of common stock constituting 20% or more of the voting power or value of the Entergy Corporation’s outstanding common stock.
Cause: The participant’s (a) willful and continuous failure to perform substantially his or her duties after written demand for performance; (b) engagement in conduct that is materially injurious to Entergy Corporation or any of its subsidiaries; (c) conviction or guilty or nolo contendere plea to a felony or other crime that materially and adversely affects the participant’s ability to perform his or her duties or Entergy Corporation’s reputation; (d) material violation of any agreement with Entergy Corporation or any of its subsidiaries; or (e) disclosure of any of Entergy Corporation’s confidential information without authorization.
Good Reason: The participant’s (a) nature or status of duties and responsibilities is substantially altered or reduced; (b) salary is reduced by 5% or more; (c) primary work location is relocated outside the continental United States; (d) compensation plans are discontinued without an equitable replacement; (e) benefits or number of vacation days are substantially reduced; or (f) employment is terminated by an Entergy employer for reasons other than in accordance with the Continuity Plan.
Other Termination Events
For termination events, other than in connection with a Change in Control, the executive officers, including the continuing NEOs, generally will receive the benefits set forth below:
| Termination Event | Compensation Element | ||||
|---|---|---|---|---|---|
| Severance | Annual Incentive | Stock Options | Restricted Stock(2) | Performance Units | |
| Voluntary Resignation (Not Retirement) | None | Forfeited(1) | Unvested options are forfeited. Vested options expire on the earlier of (i) 90 days from the last day of active employment and (ii) the option’s normal expiration date. | Forfeited | Forfeited(3) |
| Termination for Cause | None | Forfeited | Forfeited | Forfeited | Forfeited |
| Retirement | None | Pro-rated based on number of days employed during the performance period | Unvested stock options continue to vest following retirement, in accordance with the original vesting schedule and expire the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date. | Forfeited | Officers with a minimum of 12 months of participation are eligible for a pro-rated award based on actual performance and full months of service during the performance period |
| Death/Disability | None | Pro-rated based on number of days employed during the performance period | Unvested stock options vest on the termination date and expire on the earlier of (i) five years from the termination date and (ii) the option’s normal expiration date | Fully Vest | Officers are eligible for pro-rated award based on actual performance and full months of service during the performance period |
(1)If an officer resigns after the completion of an annual incentive program performance period, but before the payment date of the annual incentive payment, he or she may receive, at Entergy’s discretion, an annual incentive payment.
(2)This column refers solely to restricted stock awards. Certain officers are occasionally granted restricted stock units for retention purposes, to offset forfeited compensation from a previous employer or for other limited purposes. The treatment of restricted stock units depends on the terms of the individual restricted stock unit agreement, which terms can vary. The standard off-cycle restricted stock unit agreement approved by the Talent and Compensation Committee provides that the units are forfeited if employment is terminated for any reason before the vesting date, except in the case of a termination other than for cause or voluntary termination for Good Reason during a Change in Control period. However, individual restricted stock unit agreements may provide for accelerated vesting in certain events, such as death or disability. Messrs. Fisackerly and May each have outstanding restricted stock units, the treatment of which upon various events of termination is disclosed in connection with the table below. Mr. West had outstanding restricted stock units as of December 31, 2024, which were forfeited when he retired from the Company on January 31, 2025.
(3)If an officer resigns after the completion of a PUP performance period, he or she will receive a payout under the PUP based on actual performance during the performance period.
Aggregate Termination Payments
The tables below reflect the amount of compensation each of the NEOs would have received if his or her employment had been terminated as of December 31, 2024 under the various scenarios described above. For purposes of these tables, a stock price of $75.82 was used, which was the closing market price of Entergy Corporation stock on December 31, 2024, the last trading day of the year. All share and per share information in this table has been adjusted to reflect the Stock Split.
| Benefits and Payments UponTermination | VoluntaryResignation | ForCause | Termination forGood Reason orNot for Cause | Retirement | Disability | Death | TerminationRelated to aChange inControl |
|---|---|---|---|---|---|---|---|
| Marcus V. Brown(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $4,275,471 |
| Performance Units(3) | $— | $— | $— | $1,117,890 | $1,117,890 | $1,117,890 | $1,117,890 |
| Stock Options(4) | $— | $— | $— | $— | $1,520,691 | $1,520,691 | $1,520,691 |
| Restricted Stock | $— | $— | $— | $— | $923,622 | $923,622 | $923,622 |
| Welfare Benefits(5) | $— | $— | $— | $— | $— | $— | $— |
| Haley R. Fisackerly(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $1,419,859 |
| Performance Units(3) | $— | $— | $— | $394,188 | $394,188 | $394,188 | $394,188 |
| Stock Options(4) | $— | $— | $— | $— | $484,582 | $484,582 | $484,582 |
| Restricted Stock | $— | $— | $— | $— | $296,952 | $296,952 | $296,952 |
| Welfare Benefits(5) | $— | $— | $— | $— | $— | $— | $— |
| Unvested Restricted Stock Units(7) | $— | $— | $— | $— | $— | $— | $614,597 |
| Kimberly A. Fontan(2) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $3,707,813 |
| Performance Units(3) | $— | $— | $— | $— | $1,173,087 | $1,173,087 | $1,173,087 |
| Stock Options | $— | $— | $— | $— | $1,547,517 | $1,547,517 | $1,547,517 |
| Restricted Stock | $— | $— | $— | $— | $922,011 | $922,011 | $922,011 |
| Welfare Benefits(6) | $— | $— | $— | $— | $— | $— | $32,661 |
| Laura R. Landreaux(2) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $1,336,047 |
| Performance Units(3) | $— | $— | $— | $— | $381,450 | $381,450 | $381,450 |
| Stock Options | $— | $— | $— | $— | $536,432 | $536,432 | $536,432 |
| Restricted Stock | $— | $— | $— | $— | $320,240 | $320,240 | $320,240 |
| Welfare Benefits(6) | $— | $— | $— | $— | $— | $— | $32,661 |
| Andrew S. Marsh(2) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $8,250,000 |
| Performance Units(3) | $— | $— | $— | $— | $4,930,423 | $4,930,423 | $4,930,423 |
| Stock Options | $— | $— | $— | $— | $6,291,216 | $6,291,216 | $6,291,216 |
| Restricted Stock | $— | $— | $— | $— | $3,779,466 | $3,779,466 | $3,779,466 |
| Welfare Benefits(6) | $— | $— | $— | $— | $— | $— | $32,661 |
| Benefits and Payments UponTermination | VoluntaryResignation | ForCause | Termination forGood Reason orNot for Cause | Retirement | Disability | Death | TerminationRelated to aChange inControl |
|---|---|---|---|---|---|---|---|
| Phillip R. May, Jr.(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $1,513,162 |
| Performance Units(3) | $— | $— | $— | $422,469 | $422,469 | $422,469 | $422,469 |
| Stock Options(4) | $— | $— | $— | $— | $594,495 | $594,495 | $594,495 |
| Restricted Stock | $— | $— | $— | $— | $361,010 | $361,010 | $361,010 |
| Welfare Benefits(5) | $— | $— | $— | $— | $— | $— | $— |
| Unvested Restricted Stock Units(8) | $— | $— | $— | $— | $— | $— | $614,597 |
| Peter S. Norgeot(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $3,516,240 |
| Performance Units(3) | $— | $— | $— | $1,117,360 | $1,117,360 | $1,117,360 | $1,117,360 |
| Stock Options(4) | $— | $— | $— | $— | $1,436,055 | $1,436,055 | $1,436,055 |
| Restricted Stock | $— | $— | $— | $— | $868,907 | $868,907 | $868,907 |
| Welfare Benefits(6) | $— | $— | $— | $— | $— | $— | $24,354 |
| Deanna D. Rodriguez(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $1,127,771 |
| Performance Units(3) | $— | $— | $— | $240,425 | $240,425 | $240,425 | $240,425 |
| Stock Options(4) | $— | $— | $— | $— | $310,852 | $310,852 | $310,852 |
| Restricted Stock | $— | $— | $— | $— | $189,650 | $189,650 | $189,650 |
| Welfare Benefits(5) | $— | $— | $— | $— | $— | $— | $— |
| Eliecer Viamontes(2) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $1,296,039 |
| Performance Units(3) | $— | $— | $— | $— | $297,745 | $297,745 | $297,745 |
| Stock Options | $— | $— | $— | $— | $381,659 | $381,659 | $381,659 |
| Restricted Stock | $— | $— | $— | $— | $232,429 | $232,429 | $232,429 |
| Welfare Benefits(6) | $— | $— | $— | $— | $— | $— | $32,661 |
| Roderick K. West(1) | |||||||
| Severance Payment | $— | $— | $— | $— | $— | $— | $4,513,068 |
| Performance Units(3) | $— | $— | $— | $1,339,588 | $1,339,588 | $1,339,588 | $1,339,588 |
| Stock Options(4) | $— | $— | $— | $— | $1,804,603 | $1,804,603 | $1,804,603 |
| Restricted Stock | $— | $— | $— | $— | $1,106,680 | $1,106,680 | $1,106,680 |
| Welfare Benefits(5) | $— | $— | $— | $— | $— | $— | — |
| Unvested Restricted Stock Units(9) | $— | $— | $— | $— | $— | $— | $1,820,893 |
(1)As of December 31, 2024, Mr. Brown, Mr. Fisackerly, Mr. May, Mr. Norgeot, Mr. West, and Ms. Rodriguez were retirement eligible and would retire rather than voluntarily resign, and in addition to the payments and benefits in the table, each (except for Mr. Norgeot) also would be entitled to receive their vested pension benefits under the Entergy Retirement Plan and their benefit under the PEP or the SERP, to the extent applicable, the latter of which requires the prior written consent of the officer’s Entergy employer to separate prior to age 65. As previously discussed, Ms. Rodriguez does not participate in the SERP. Mr. Norgeot would also be entitled to receive his vested pension benefit under the Cash Balance Plan and the CBEP. For a description of these benefits, see “2024 Pension Benefits.” Mr. West retired from the Company on January 31, 2025.
(2)See “2024 Pension Benefits” for a description of the pension benefits Ms. Fontan, Ms. Landreaux, Mr. Marsh, and Mr. Viamontes may receive upon the occurrence of certain termination events since they are not yet retirement eligible.
(3)For purposes of the table, in the event of a qualifying termination related to a change in control, each NEO would receive a number of performance units for the 2023–2025 PUP performance period and a number of performance units for the 2024–2026 PUP performance period, calculated as follows:
The greater of (1) the target number of performance units subject to the performance unit agreements or (2) the number of performance units that would vest under the performance unit agreements calculated based on Entergy Corporation’s actual performance through the NEO’s termination date, in either case pro-rated based on the portion of the performance period that occurs through the termination date.
For purposes of the table, the values of the performance unit awards for the open PUP performance periods for each NEO were calculated as follows, based on the assumption that the target number of performance units was the greater number:
Mr. Brown’s:
2023–2025 PUP Performance Period: 9,794 (24/36x 14,690) performance units at target, assuming a stock price of $75.82 = $742,581
2024–2026 PUP Performance Period: 4,950 (12/36x14,848) performance units at target, assuming a stock price of $75.82 = $375,309
Total: $1,117,890
Mr. Fisackerly’s:
2023 – 2025 PUP Performance Period: 3,622 (24/36x 5,432) performance units at target, assuming a stock price of $75.82 = $274,620
2024 – 2026 PUP Performance Period: 1,577 (12/36x4,730) performance units at target, assuming a stock price of $75.82 = $119,568
Total: $394,188
Ms. Fontan’s:
2023–2025 PUP Performance Period: 9,303 (24/36x13,954) performance units at target, assuming a stock price of $75.82 = $705,353
2024–2026 PUP Performance Period: 6,169 (12/36x 18,506) performance units at target, assuming a stock price of $75.82 = $467,734
Total:$1,173,087
Ms. Landreaux’s:
2023 – 2025 PUP Performance Period: 3,011 (24/36x 4,516) performance units at target, assuming a stock price of $75.82 = $228,294
2024 – 2026 PUP Performance Period: 2,020 (12/36x6,060) performance units at target, assuming a stock price of $75.82 = $153,156
Total: $381,450
Mr. Marsh’s:
2023–2025 PUP Performance Period: 41,194 (24/36 x 61,790) performance units at target, assuming a stock price of $75.82 = 3,123,329
2024–2026 PUP Performance Period: 23,834 (12/36 x 71,502) performance units at target, assuming a stock price of $75.82 = $1,807,094
Total: $4,930,423
Mr. May’s:
2023 – 2025 PUP Performance Period: 3,668 (24/36x 5,502) performance units at target, assuming a stock price of $75.82 = $278,108
2024 – 2026 PUP Performance Period: 1,904 (12/36x5,710) performance units at target, assuming a stock price of $75.82 = $144,361
Total: $422,469
Mr. Norgeot’s:
2023–2025 PUP Performance Period: 9,668 (24/36x14,502) performance units at target, assuming a stock price of $75.82 = $733,028
2024–2026 PUP Performance Period: 5,069 (12/36x15,206) performance units at target, assuming a stock price of $75.82 = $384,332
Total: $1,117,360
Ms. Rodriguez’s:
2023 – 2025 PUP Performance Period: 2,160 (24/36x 3,240) performance units at target, assuming a stock price of $75.82 = $163,771
2024 – 2026 PUP Performance Period: 1,011 (12/36x3,032) performance units at target, assuming a stock price of $75.82 = $76,654
Total: $240,425
Mr. Viamontes’:
2023 – 2025 PUP Performance Period: 2,659 (24/36x 3,988) performance units at target, assuming a stock price of $75.82 = $201,605
2024 – 2026 PUP Performance Period: 1,268 (12/36x3,804) performance units at target, assuming a stock price of $75.82 = $96,140
Total: $297,745
Mr. West’s:
2023–2025 PUP Performance Period: 12,352 (24/36x18,528) performance units at target, assuming a stock price of$75.82 = $936,529
2024–2026 PUP Performance Period: 5,316 (12/36x15,946) performance units at target, assuming a stock price of $75.82 = $403,059
Total:$1,339,588
In the event of retirement, in the case of Mr. Brown, Mr. Fisackerly, Mr. May, Mr. Norgeot, Mr. West, or Ms. Rodriguez each would receive a prorated portion of the applicable achievement level of PUP performance units for each open PUP performance period, based on his or her full months of participation in such PUP performance period, provided he or she has completed a minimum of 12 months of full-time employment in the applicable PUP performance period. For purposes of calculating for the above table the number of performance units Mr. Brown, Mr. Fisackerly, Mr. May, Mr. West, and Ms. Rodriguez would receive in the event of retirement, it is assumed the achievement levels for the 2023–2025 PUP Performance Period and the 2024–2026 PUP performance period are at target. The resulting number of performance units and values are the same as calculated above for a qualifying termination related to a change in control. In connection with his retirement on January 31, 2025, Mr. West will be eligible for a pro-rated award under the 2023–2025 PUP and 2024–2026 PUP based on actual performance and his full months of service during the respective performance period.
In the event of death or disability of any NEO, the NEO or his or her estate would receive a prorated portion of the applicable achievement level of PUP performance units for each open PUP performance period, based on his or her full months of participation in such PUP performance period, with no required minimum amount of full-time employment in the applicable PUP performance period.
(4)As discussed previously, upon retirement, unvested stock options would continue to vest for each of Mr. Brown, Mr. Fisackerly, Mr. May, Mr. Norgeot, Mr. West, and Ms. Rodriguez in accordance with the original vesting schedule and expire the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date. See “2024 Outstanding Equity Awards at Fiscal Year-End” for information regarding each of these NEOs’ unvested stock options as of December 31, 2024. Assuming a stock price as of December 31, 2024 on the vesting dates of each these NEOs’ unvested stock options, the in-the-money value of their stock options in the event of retirement (including stock options that remain unvested) would be the same as is set forth in the table above within the Death, Disability and Termination Related to a Change in Control columns.
(5)Upon retirement, Mr. Brown, Mr. Fisackerly, Mr. May, Mr. West, and Ms. Rodriguez would be eligible for retiree medical and dental benefits, the same as all other retirees who are eligible for post-retirement benefits.
(6)Pursuant to the Executive Continuity Plan, in the event of a termination related to a Change in Control Ms. Fontan, Ms. Landreaux, Mr. Marsh, Mr. Norgeot and Mr. Viamontes would be eligible to receive Entergy-subsidized COBRA benefits for 18 months.
(7)Mr. Fisackerly’s 8,106 restricted stock units are scheduled to vest 100% on October 1, 2025. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Mr. Fisackerly’s Qualifying Termination during a change in control period. Pursuant to his restricted stock unit agreement, Mr. Fisackerly is subject to certain restrictions on his ability to compete with Entergy and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 24 months after his employment with Entergy. In addition, the restricted stock unit agreement limits Mr. Fisackerly’s ability to disparage Entergy and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. Fisackerly must repay to Entergy any shares of Entergy stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.
(8)Mr. May’s 8,106 restricted stock units are scheduled to vest 100% on October 1, 2025. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Mr. May’s Qualifying Termination during a change in control period. Pursuant to his restricted stock unit agreement, Mr. May is subject to certain restrictions on his ability to compete with Entergy and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 24 months after his employment with Entergy. In addition, the restricted stock unit agreement limits Mr. May’s ability to disparage Entergy and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. May must repay to Entergy any shares of Entergy stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.
(9)Mr. West’s 24,016 unvested restricted stock units were scheduled to vest in two equal installments on each of June 1, 2025, and June 1, 2026; however, they were forfeited as a result of his retirement from the Company on January 31, 2025 in accordance with the terms of the applicable grant agreement. In the event of a Change in Control, the unvested restricted stock units would have fully vested upon Mr. West’s Qualifying Termination during the change in control period. Pursuant to his restricted stock unit agreement, Mr. West is subject to certain restrictions on his ability to compete with Entergy and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 24 months after his employment with Entergy. In addition, the restricted stock unit agreement limits Mr. West’s ability to disparage Entergy and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. West must repay to Entergy any shares of Entergy stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act, the following disclosure is being provided about the relationship of the annual total compensation of the employees of each of the Utility operating companies to the annual total compensation of their respective Presidents and Chief Executive Officers. The pay ratio estimate for each of the Utility operating companies has been calculated in a manner consistent with Item 402(u) of Regulation S-K.
Identification of Median Employee
For each of the Utility operating companies, October 18, 2024 was selected as the date on which to determine the median employee. This date is different from the date used in the prior year; however, the methodology used to determine the date is consistent with that used in the prior year. Both dates correspond to the first day of the three month period prior to fiscal year-end for which information can be obtained about employees and all subsidiaries have the same number of pay cycles. To identify the median employee from each of the Utility operating companies’ employee population base, all compensation included in Box 5 of Form W-2 was considered with all before-tax deductions added back to this compensation (“Box 5 Compensation”). For purposes of determining the median employee of each Utility operating company, Box 5 Compensation was selected as it is believed to be representative of the compensation received by the employees of each respective Utility operating company and is readily available. The calculation of annual total compensation of the median employee for each Utility operating company is the same calculation used to determine total compensation for purposes of the 2024 Summary Compensation Table with respect to each of the NEOs.
Entergy Arkansas Ratio
The median of the annual total compensation of all of Entergy Arkansas’s employees, other than Ms. Landreaux, was $141,875.
Ms. Landreaux’s annual total compensation, as reported in the Total column of the 2024 Summary Compensation Table, was $1,479,975.
Based on this information, the ratio of the annual total compensation of Mrs. Landreaux to the median of the annual total compensation of all employees is estimated to be 10:1.
Entergy Louisiana Ratio
The median of the annual total compensation of all of Entergy Louisiana’s employees, other than Mr. May, was $159,265.
Mr. May’s annual total compensation, as reported in the Total column of the 2024 Summary Compensation Table, was $1,676,245.
Based on this information, the ratio of the annual total compensation of Mr. May to the median of the annual total compensation of all employees is estimated to be 11:1.
Entergy Mississippi Ratio
The median of the annual total compensation of all of Entergy Mississippi’s employees, other than Mr. Fisackerly, was $146,332.
Mr. Fisackerly’s annual total compensation, as reported in the Total column of the 2024 Summary Compensation Table, was $1,698,882.
Based on this information, the ratio of the annual total compensation of Mr. Fisackerly to the median of the annual total compensation of all employees is estimated to be 12:1.
Entergy New Orleans Ratio
The median of the annual total compensation of all of Entergy New Orleans’s employees, other than Ms. Rodriguez, was $129,518.
Ms. Rodriguez’s annual total compensation, as reported in the Total column of the 2024 Summary Compensation Table, was $1,163,884.
Based on this information, the ratio of the annual total compensation of Ms. Rodriguez to the median of the annual total compensation of all employees is estimated to be 9:1.
Entergy Texas Ratio
The median of the annual total compensation of all of Entergy Texas’s employees, other than Mr. Viamontes, was $162,544.
Mr. Viamontes’ annual total compensation, as reported in the Total column of the 2024 Summary Compensation Table, was $1,156,622.
Based on this information, the ratio of the annual total compensation of Mr. Viamontes to the median of the annual total compensation of all employees is estimated to be 7:1.
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
The Talent and Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Talent and Compensation Committee’s practice is to approve them at its meeting in late January or in the first week of February of each year, which is near the beginning of the Company’s fiscal year, as part of the annual compensation review. In addition, the Talent and Compensation Committee may make grants at other times during the year for new hires or for other reasons, including, for example, job promotions or for retention purposes. Because the Talent and Compensation Committee’s regular meeting schedule is generally determined in the prior fiscal year and, as noted above, the Company generally makes annual equity awards to our NEOs at approximately the same time each year, the proximity of any awards to other significant corporate events is coincidental. The Company does not time its equity awards to take advantage of the release of earnings or other major announcements by the Company or market conditions.
During 2024, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.