ETR
A Message from Our Chair and CEO
March 22, 2024
Dear Fellow Shareholders:
I hope you will join Entergy's Board of Directors, executive management team and employees at our 2024 Annual Meeting of Shareholders (Annual Meeting) to be held in virtual format on Friday, May 3, 2024, beginning at 10:00 a.m. Central Time. We are excited to use this approach again this year as it allows for greater participation by our stakeholders, regardless of their geographic location, provides cost savings for our shareholders and helps to reduce our carbon footprint.
The attached Notice of the Annual Meeting and the accompanying Proxy Statement will serve as your guide to the business to be conducted at the meeting. A webcast of the Annual Meeting will be provided at www.virtualshareholdermeeting.com/ETR2024, and a replay of the entire Annual Meeting will be available on the Entergy Investor Relations website after the meeting.
Our annual letter to stakeholders is included in both our 2023 Annual Report and our 2023 Performance Report (formerly Integrated Report) and discusses Entergy's 2023 performance, strategy and outlook for the future. At the Annual Meeting, I plan to share some of our 2023 highlights in addition to conducting the official business of the meeting. I look forward to discussing our results and the opportunities we see in front of us today, as we continue to execute on our business strategy with decisions and investments that will serve all of our stakeholders well into the future.
The Compensation Discussion and Analysis that begins on page 46 describes our compensation programs and discusses how our executives' compensation remains linked to performance and supports our long-term strategy. Starting on page 10, you will also find discussions of the qualifications of our director nominees and why we believe they are the right people to represent you.
Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or
I look forward to welcoming you to the Annual Meeting and thank you for your support of Entergy. Sincerely,
Andrew S. Marsh
Chair of the Board and Chief Executive Officer
Entergy 2024 Proxy Statement | A
A Message from Our Lead Director
March 22, 2024
Dear Fellow Shareholders:
On behalf of the Entergy Board of Directors, I am privileged to share some of the ways the Board worked to provide strong governance and independent oversight of Entergy during this past year.
Throughout 2023, the Board remained actively engaged with management to facilitate the execution of our strategy for long-term, sustainable growth and value creation.
Our Board's strategic oversight role includes engaging in robust discussions with the management team about overall strategy, priorities, mitigating risk, and capturing growth opportunities while balancing sustainability, reliability, and affordability for our customers. In 2023, we maintained our focus on the clean energy transition, including our net zero by 2050 climate commitment and two interim climate goals, as well as the opportunity to help our customers meet their sustainability goals through increased renewable energy resources and emerging technologies, such as carbon capture and sequestration and hydrogen co-firing. We also focused on other efforts at long-term value creation for our stakeholders, including continued development of the Company's resilience, stakeholder engagement and talent and culture strategies. We are proud of the progress the management team made toward our short-term and long-term strategic objectives during 2023, which is described further in this Proxy Statement and in our 2023 Performance Report available on our website.
Our Board values the feedback and insights gained through the Company's shareholder engagement program, which we believe is an essential component of sound corporate governance. The perspectives provided by the Company's stakeholders, including its owners, have informed the Company's strategy and helped guide our actions.
Additionally, in continuing our commitment to best practices in corporate governance, our Board engaged an independent third-party firm to facilitate the 2024 annual Board, committee and individual director evaluations. We gained valuable insights from this process that will help make us a better board.
On a final note, on behalf of the Board, I would like to thank our colleague, Pat Condon, who will be retiring from our Board at the Annual Meeting after reaching our mandatory retirement age. During his tenure with the Board, he has provided invaluable insights, dedicated financial and accounting expertise and wise counsel, and we are extraordinarily grateful to him for his service to Entergy.
I am pleased to provide this window into some of the Board's activities in 2023 and express our commitment to the continued creation of sustainable long-term value for all of the Company's stakeholders. Thank you for your support and for your investment in Entergy.
Sincerely,
Stuart L. Levenick
Lead Director
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
www.entergy.com
Notice of Annual Meeting of Shareholders
Date and Time:
Location:
Friday, May 3, 2024
10:00 a.m. Central Time
Log-in will begin at 9:45 a.m.
This year's meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2024
Record Date: You can vote if you were a shareholder of record on March 7, 2024.
Items of Business: To vote on the following proposals:
Asking Questions: Questions for the meeting may be submitted in advance at www.proxyvote.com
Questions may be submitted live during the meeting at www.virtualshareholdermeeting.com/ETR2024
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 3, 2024: Our 2024 Proxy Statement and 2023 Annual Report to shareholders are available online at www.entergy.com/investors/annual-publications.
We will mail to certain shareholders a notice of internet availability of proxy materials, which will contain instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March 22, 2024.
By Order of the Board of Directors
Marcus V. Brown
Executive Vice President and General Counsel
March 22, 2024
Entergy 2024 Proxy Statement | C
Table of Contents
A Message from Our Chair and CEO
A
A Message from Our Lead Director
B
Notice of Annual Meeting of Shareholders
C
Proxy Summary
1
2024 Annual Meeting Information
1
Voting Matters and Board Recommendations
1
Our Business
2
Business Highlights
2
Shareholder Engagement Highlights
4
Board Composition, Committees, Skills and
4
Qualifications
Corporate Governance Highlights
6
How Our Compensation Programs Support
7
Our Business Strategy
Board of Directors
10
Proposal 1 - Election of Directors
10
Director Qualifications
16
Our 2024 Director Nominees
10
Identifying Director Candidates
19
Director Nominee Recommendations
20
Corporate Governance
21
Key Corporate Governance Features
21
Director Independence
22
Structure and Operation of Our Board and
Committees
23
Director Orientation, Training and
30
Development
Risk Oversight
30
Our Commitment to Sustainability
33
Shareholder Engagement
35
Review and Approval of Related Party
38
Transactions
2023 Non-Employee Director Compensation
39
Cash Compensation Paid to Non-Employee
39
Directors
Equity-Based Compensation
39
Director Stock Ownership Requirements
40
2023 Non-Employee Director Compensation
Table
40
Audit Matters
42
Proposal 2 - Ratification of Appointment of
Deloitte & Touche LLP as Independent
Registered Public Accountants for 2024
42
Audit Committee Report
43
Independent Auditor Fees and Services
44
Audit Committee Guidelines for Pre-
Approval of Independent Auditor Services
44
Executive Officer Compensation
45
Proposal 3 - Advisory Vote to Approve
45
Named Executive Compensation
Compensation Discussion and Analysis
46
Annual Compensation Programs Risk
71
Assessment
Talent and Compensation Committee Report
71
Compensation Tables
72
Pay Ratio Disclosure
88
Pay Versus Performance
89
Entergy Share Ownership
94
Directors and Executive Officers
94
Beneficial Owners of More Than Five
95
Percent of Entergy Common Stock
Other Important Information
96
Code of Business Conduct and Ethics
96
Key Corporate Governance Documents
96
Submitting Shareholder Proposals and
Director Nominees for Our 2025 Annual
96
Meeting
How To Obtain Our Annual Report on Form
97
10-K
Cautionary Note Regarding Forward-
Looking Statements
97
General Information About the Annual
98
Meeting
Appendix A - Information Regarding GAAP
A-1
and Non-GAAP Financial Measures
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement for the 2024 Annual Meeting of Shareholders (Annual Meeting) of Entergy Corporation (Entergy or the Company). This summary does not contain all the information you should consider. Please read the entire Proxy Statement carefully before voting your shares. Information provided on websites linked to this Proxy Statement and the accompanying notice, including the Entergy website, is not incorporated by reference into this Proxy Statement, the accompanying notice or any other filing with the Securities and Exchange Commission (SEC).
2024 Annual Meeting Information
Date and Time
10:00 a.m. Central Time, Friday, May 3, 2024
Location
This year's meeting will be conducted virtually via a live audio webcast
at www.virtualshareholdermeeting.com/ETR2024
Record Date
March 7, 2024
Questions for the meeting may be submitted in advance at
Questions
www.proxyvote.com
Questions may be submitted live during the meeting at
www.virtualshareholdermeeting.com/ETR2024
Voting Matters and Board Recommendations
We are asking shareholders to vote on the following matters at our Annual Meeting:
Item to be voted on:
Board's Recommendation
Page
Election of 11 Directors named in this Proxy
FOR EACH
Proposal 1
Statement, each for a one-year term expiring
9
NOMINEE
in 2025
Ratification of the appointment of Deloitte &
Proposal 2
Touche LLP as Independent Registered
FOR
42
Public Accountants for 2024
Proposal 3
Advisory Vote to Approve Named Executive
FOR
45
Officer Compensation
Entergy 2024 Proxy Statement | 1
Proxy Summary
You may vote in the following ways:
1. Use the Internet at www.proxyvote.com
2. Call 1-800-690-6903 if in the United States and Canada
3. Scan the QR Code on your proxy card, notice or voting instruction form
4. Mail your signed and dated proxy card or voting instruction form
5. During the meeting at www.virtualshareholdermeeting.com/ETR2024
For telephone and Internet voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instruction form that accompanied your proxy materials. Internet and telephone voting are available through 11:59 p.m. Eastern Time on Wednesday, May 1, 2024 for shares held in Entergy's qualified employee savings plans (Savings Plans) and through 11:59 p.m. Eastern Time on Thursday, May 2, 2024 for all other shares.
If you cannot attend the Annual Meeting, a replay of our Annual Meeting webcast will be available at our Investor Relations website at www.entergy.com/investors following the Annual Meeting and will remain there for at least one year.
Responses to appropriate questions from shareholders received before and during the Annual Meeting will be available at the same website.
For additional information about the Annual Meeting, including any adjournment or postponement of the meeting and voting, see "General Information About the Annual Meeting" beginning on page 98.
Our Business
Entergy is a Fortune 500 company that powers life for 3 million customers through our operating companies in Arkansas, Louisiana, Mississippi, and Texas. We are investing in the reliability and resilience of the energy system while helping our region transition to cleaner, more efficient energy solutions. With roots in the Gulf region for more than 100 years, Entergy is a nationally recognized leader in sustainability and corporate citizenship. Since 2018, we have delivered more than $100 million each year in benefits to local communities through philanthropy, volunteerism and advocacy. Entergy is headquartered in New Orleans, Louisiana, and has approximately 12,000 employees.
Business Highlights
Our 2023 accomplishments focused on improving outcomes for our four key stakeholders - our customers, employees, communities, and owners - and included the completion of major rate filings and decisions, continued progress on several key customer solutions, such as green tariffs, continued progress on operational improvement, and continued progress on renewables and other zero carbon energy projects, all while once again delivering adjusted earnings per share in the top half of our original guidance range.
In 2023, we reported earnings of approximately $2.36 billion, or $11.10 per share, compared with $1.10 billion, or $5.37 per share, in 2022, based on generally accepted accounting principles (GAAP). On an adjusted basis, 2023 earnings were $1.44 billion, or $6.77 per share, compared with $1.32 billion, or $6.42 per share, in 2022.
Proxy Summary
We grew our dividend by approximately 6% in the fourth quarter, representing the ninth consecutive year we have increased our dividend. And we exceeded our key cash flow credit metric targets.
2023 was a challenging year for investor-owned utilities due to a variety of macro-drivers, and this was reflected by the performance of the Philadelphia Utility Index, which declined (12.3)% in the year. Entergy's total shareholder return (TSR) for 2023 was (6.1)% percent, which ranked 10th out of the 21 companies in the Philadelphia Utility Index and fell short of our top quartile relative performance objective. Our TSR for 2021-2023 was stronger on an absolute basis, with a result of 13.9%, but ranked 10th out of the 20 companies in the Philadelphia Utility Index at the beginning of the period, placing us in the second quartile.
GAAP EPS, ($)
Adjusted EPS, ($)
5.54
5.37
11.10
6.02
6.42
6.77
2021
2022
2023
2021
2022
2023
5 Year Dividend History, ($)
Total Shareholder Return
ETR, UTY and S&P 500
33.0%
26.3%
13.9%8.1%
-6.1%-9.2%
3.66
3.74
3.86
4.10
4.34
2021 - 2023
2023
ETR
UTY
S&P 500
2019
2020
2021
2022
2023
See Appendix A for a reconciliation of non-GAAP financial measures
We also continued to demonstrate our commitment to sustainability. Entergy was once again named to the Dow Jones Sustainability North America Index, which measures performance in economic, environmental and social dimensions against industry peers around the globe. Entergy also was named in 2023 by Newsweek as one of America's Greatest Workplaces. For information on these and many other recognitions relating to the execution of our sustainability strategy, please visit our website, www.entergynewsroom.com/awards.
Entergy 2024 Proxy Statement | 3
Proxy Summary
Shareholder Engagement Highlights
Our shareholder engagement program is an essential component of our corporate governance practices. During our offseason shareholder engagement in 2023 and early 2024, we contacted shareholders owning approximately 71% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 33% of our outstanding shares. Areas of particular focus included our sustainability strategy, performance and reporting, including progress made towards our two interim 2030 climate goals and our net zero emissions by 2050 commitment, as well as human capital management topics, including diversity, inclusion and belonging (DIB), the impact of the clean energy transition on our employees and communities, and the measures comprising our annual and long-term incentive compensation programs, including the Environmental Stewardship and DIB measures.
The perspectives provided by our shareholders are reviewed by our Board and have informed our strategy and helped guide our actions and our disclosures. Recent examples of this include changes to the measures comprising our annual and long-term incentive programs and enhancements to our disclosures concerning those measures and relating to our Board of Directors and ethics and compliance program. For more information, see "Shareholder Engagement" beginning on page 35 and "2023 Say-On-Pay Vote Results" on page 51.
Board Composition, Committees, Skills and Qualifications
The Board reviews its composition regularly to ensure it has the right mix of people with diverse perspectives and business and professional experiences, as well as professional integrity, sound judgment and collegiality. The Board seeks to identify candidates with knowledge or experience that will expand or complement its existing expertise to ensure that the skillsets and backgrounds represented on the Board are the right ones to enable the Board to effectively address the Company's current and future strategic challenges and opportunities. You are being asked to vote on the election of the 11 director nominees below, each of whom is currently serving on the Board. Ages set forth below are as of March 22, 2024 and demographic information is provided as to the director nominees only. Patrick J. Condon, who currently serves on our Board and as Chair of the Audit Committee, will be retiring at the Annual Meeting and it is anticipated that John H. Black, should he be re-elected at the Annual Meeting, will succeed Mr. Condon as Chair of the Audit Committee.
Director
Name, Age, Independence, Primary Occupation
Since
Committees
Gina F. Adams, 65, Independent
2023
CG, TC
Corporate Vice President, Government and Regulatory Affairs, FedEx
Corporation
John H. Black, 64, Independent
2023
A, N
Retired Audit Partner, Deloitte & Touche LLP
John R. Burbank, 60, Independent
2018
F, TC
Independent Strategic Advisor and Entrepreneur
Kirkland H. Donald, 70, Independent
2013
F, N*
Chairman, Huntington Ingalls Industries, Inc.
Brian W. Ellis, 58, Independent
2020
CG, TC
Senior Vice President and General Counsel, Danaher Corporation
Philip L. Frederickson, 67, Independent
2015
A, E, F*
Former Executive Vice President, ConocoPhillips
M. Elise Hyland, 64, Independent
2019
A, F
Former Senior Vice President, EQT Corporation and Senior Vice
President and Chief Operating Officer, EQT Midstream Services, LLC
Proxy Summary
Director
Name, Age, Independence, Primary Occupation
Since
Committees
Stuart L. Levenick, 71, Independent
2005
CG*, E, N
Lead Director
Former Group President and Executive Office Member, Caterpillar Inc.
Blanche L. Lincoln, 63, Independent
2011
CG, TC
Founder and Principal, Lincoln Policy Group
Andrew S. Marsh, 52
2022
E*
Chair and Chief Executive Officer, Entergy Corporation
Karen A. Puckett, 63, Independent
2015
A, TC*
Former President and Chief Executive Officer, Harte Hanks, Inc.
A - Audit
CG - Corporate Governance
E - Executive
* Chair
F - Finance
N - Nuclear
TC - Talent and Compensation
Board Highlights
Board Diversity
45% Gender and
4 Female
2 Ethnically or
Ethnic Diversity
Directors
Racially Diverse
Commitment to
4 New Directors
5 Directors
3 Directors
3 Directors
Average Tenure
Board Refreshment
Since 2020
0-5 years
6-10 years
11+ years
7.3 years
Balanced Mix of Ages Average Age 63
2 Directors
7 Directors
2 Director
50-60
61-69
70+ years
Independence
10 of 11 Directors
Technology & Transformation
Government / Legal / Public Policy
Board Skills,
Executive Leadership
Human Capital Management
Operational Excellence
Regulated Utility / Nuclear
Qualifications and
Experience
Risk Management
Finance & Accounting
Other Public Boards
Sustainability
Additional information about each director nominee's background and experience can be found beginning on page 10.
Entergy 2024 Proxy Statement | 5
Disclaimer
Entergy Corporation published this content on 29 August 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on August 30, 2024 at 17:40:07 UTC.