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ENTERGY CORP /DE/

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Mar 27, 2026

ETR$110.55+0.2%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

The following table sets forth information regarding the Company’s performance and the Compensation Actually Paid (CAP) to the NEOs as calculated in accordance with Item 402 (v) of Regulation S-K.

Pay Versus Performance (PVP) Table

Value of Initial Fixed $100 Investment Based on:
YearSCT Total 1st PEO1SCT Total 2nd PEO2CAP 1st PEO3CAP 2nd PEO4Avg SCT Total NEOs5Avg CAP Non-PEO NEOs6TSR7Peer Group TSR8Net Income9(In Thousands)ETR Adjusted EPS10
(a)(b)(b)(c)(c)(d)(e)(f)(g)(h)(i)
2025N/A$16,752,589N/A$21,835,264$4,059,654$5,224,125$222.60$153.04$1,758,272$3.91
2024N/A$12,846,375N/A$26,779,424$3,477,379$7,132,792$177.61$130.68$1,055,590$3.65
2023N/A$10,373,208N/A$7,048,261$3,509,009$2,103,157$113.90$108.10$2,356,536$3.39
2022$13,207,355$6,861,760$17,642,076$8,580,147$3,751,745$4,877,536$121.26$119.01$1,103,166$3.21
2021$17,045,744N/A$26,597,239N/A$4,221,128$5,009,362$117.13$118.24$1,118,492$3.01

1 The amounts reported in this first column (b) are the same amounts reported in column (j) of the 2022 Summary Compensation Table (SCT) for Leo P. Denault. Mr. Denault served as our principal executive officer (PEO) for the entirety of 2021 and during 2022 until his retirement as our CEO on November 1, 2022.

2 The amount reported in this second column (b) for 2023, 2024 and 2025 are the same amounts reported in column (j) of the 2025 SCT for Mr. Marsh, who became our PEO on November 1, 2022, and the amount reported for 2022 is the same amount reported in column (j) of the 2024 SCT. For 2021, Mr. Marsh’s SCT Total is included in column (d).

3 The amounts reported in this first column (c) represent the total CAP to Mr. Denault, as calculated in accordance with SEC disclosure rules, for each of the prior five completed fiscal years. CAP does not mean that Mr. Denault was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the first column (b), adjusted by certain changes in equity award and pension plan values, as follows:

Adjustments to Determine CAP for Mr. Denault20222021
Summary Compensation Table Total$13,207,355$17,045,744
Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT$—($4,178,300)
Increase for “Service Cost” for Pension Plans$38,700$13,600
Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification)$—$8,858,200
Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT($9,164,589)($8,986,053)
Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End$10,171,229$12,040,411
Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years$1,965,462$696,285
Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year——
Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year$1,423,919$1,107,352
Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year——
Calculated CAP$17,642,076$26,597,239

4 The amount reported in this second column (c) represents the total CAP, as calculated in accordance with SEC disclosure rules, to Mr. Marsh for 2022, the year in which he was appointed as our PEO, and for 2023, 2024 and 2025. The CAP for Mr. Marsh for 2021 is included in column (e) for the average of the other NEOs. CAP does not mean that Mr. Marsh was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the second column (b), adjusted by certain changes in equity award and pension plan values, as follows:

90| Entergy 2026 Proxy Statement
Adjustments to Determine CAP for Mr. Marsh2025202420232022
Summary Compensation Table Total$16,752,589$12,846,375$10,373,208$6,861,760
Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT$(3,972,100)$(2,043,600)$(982,400)$—
Increase for “Service Cost” for Pension Plans$286,700$240,900$221,800$174,000
Increase for “Prior Service Cost” for Pension Plans$—$—$—$—
Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT$(8,599,377)$(7,190,823)$(6,379,927)$(5,012,940)
Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End$10,094,939$16,040,404$6,009,529$4,233,694
Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years$2,443,607$6,622,104$(1,309,580)$1,906,258
Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year————
Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year$4,828,906$264,064$(884,369)$417,375
Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year————
Calculated CAP$21,835,264$26,779,424$7,048,261$8,580,147

5 The amounts reported in this column (d) represent the average of amounts reported in column (j) of the SCT for the applicable year for our Non-PEO NEOs, inclusive of Mr. Marsh for 2021. The names of the non-PEO NEOs included in the average for each year are listed in the table below.

20252024202320222021
Kimberly A. FontanKimberly A. FontanKimberly A. FontanKimberly A. FontanAndrew S. Marsh
Marcus V. BrownMarcus V. BrownMarcus V. BrownA. Christopher Bakken, IIIMarcus V. Brown
Kimberly Cook-NelsonKimberly Cook-NelsonPeter S. Norgeot, Jr.Marcus V. BrownPaul D. Hinnenkamp
John C. DinelliPeter S. Norgeot, Jr.Roderick K. WestRoderick K. WestRoderick K. West
Roderick K. West

6 The amounts reported in this column (e) represent the average CAP as calculated in accordance with SEC disclosure rules, to the Non-PEO NEOs for the prior five completed fiscal years, inclusive of Mr. Marsh for 2021. CAP does not mean that our NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in column (d), adjusted by certain changes in equity award and pension plan values, as follows:

Entergy 2026 Proxy Statement |91
Adjustments to Determine the Average CAP for Non-PEO NEOs20252024202320222021
Summary Compensation Table Total$4,059,654$3,477,379$3,509,009$3,751,745$4,221,128
Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT$(780,925)$(317,340)$(365,925)$(266,225)$(409,275)
Increase for “Service Cost” for Pension Plans$117,825$104,500$100,950$130,125$186,625
Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification)$—$—$—$466,725$—
Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT$(1,538,261)$(1,572,464)$(1,591,972)$(2,044,130)$(2,198,699)
Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End$1,730,908$3,507,645$1,499,549$2,144,852$2,839,140
Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years$719,266$1,806,607$(590,466)$393,775$185,876
Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year—————
Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year$915,658$126,465$(457,988)$300,669$184,567
Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year—————
Calculated CAP$5,224,125$7,132,792$2,103,157$4,877,536$5,009,362

7 The amounts reported in this column (f) represent the Company’s TSR for the prior five completed fiscal years. The calculation for each year is based on a fixed investment of $100 as of December 31, 2020 through the end of each applicable year in the table, assuming reinvestment of dividends. Historic stock price performance is not necessarily indicative of future stock price performance.

8 This column (g) reports the average TSR of our peer companies in the Philadelphia Utility Index, the same index that the Company uses in its Annual Report. The same methodology was used in calculating the Company’s TSR and that of the Philadelphia Utility Index, with the calculation for each year based on a fixed investment of $100 as of December 31, 2020, assuming reinvestment of dividends.

9 This column (h) reports the Company’s net income for the prior five completed fiscal years.

10 The information reported in column (i) reports ETR Adjusted EPS, our Company Selected Measure (CSM), for the prior five completed fiscal years. ETR Adjusted EPSis based on the Company’s Adjusted EPS, a non-GAAP financial measure which is the earnings measure by which we provide external guidance, and excludes the effects of certain adjustments, which are unusual or non-recurring items or events or other items or events that management believes do not reflect the ongoing business of Entergy, such as significant tax items, and other items such as certain costs, expenses, or other specified items. ETR Adjusted EPS is then adjusted to eliminate the effect of the Pre-Determined Exclusions (as defined within the CD&A). We have designated ETR Adjusted EPS as our CSM as we believe it represents our most important financial measure (aside from Relative TSR) used to link CAP to the Company’s NEOs to Company performance for the most recently completed fiscal year. ETR Adjusted EPS is a non-GAAP financial measure; a reconciliation can be found within Appendix A. See "2025 Annual Incentive Program Performance Measures and Methodology" of the CD&A for additional information on this non-GAAP financial measure.

92| Entergy 2026 Proxy Statement

Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2025 and is inclusive of our CSM, ETR Adjusted EPS, set forth in column (i) of the PVP Table. Please see the CD&A for a further description of the performance measures used in the Company’s 2025 annual and long-term incentive programs.

ETR Adjusted EPS

Adjusted FFO / Debt Ratio

Relative Total Shareholder Return

Relationship Between Pay and Performance

The relationship over each of the years reported in the PVP Table between the CAP to the PEOs and the average CAP to the non-PEO NEOs (columns (c) and (e) of the PVP Table) to each of the metrics set forth in columns (f), (g), (h) and (i) of the PVP Table is illustrated as follows:

PEO and Average Other NEO CAP versus the Company’s Cumulative TSR and Philadelphia Utility Index Cumulative TSR

The chart below illustrates the relationship between the CAP amounts for the NEOs and the Company’s TSR as well as the TSR of the Company as compared to the Philadelphia Utility Index.

Entergy 2026 Proxy Statement |93

PEO and Average Other NEO CAP versus the Company’s Net Income

The chart below illustrates the relationship between the CAP amounts for the NEOs and the Company’s GAAP net income.

PEO and Average Other NEO CAP versus ETR Adjusted EPS (CSM)

The chart below illustrates the relationship between the CAP amounts for the NEOs and the CSM, ETR Adjusted EPS.

94| Entergy 2026 Proxy Statement
ContentsView on SEC.gov

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