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Share Name | Share Symbol | Market | Type |
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Entergy Corp | NYSE:ETR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.6472 | -0.60% | 106.8828 | 107.54 | 106.11 | 107.50 | 2,144,889 | 00:18:06 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Entergy Corporation
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Letter from Our Chairman and CEO
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March 26, 2021
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Dear Shareholder:
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I am pleased to invite you to Entergy Corporation’s 2021 Annual Meeting, which will be held at 10:00 a.m. Central Time on May 7, 2021. Due to the continuing impact of COVID-19, this year’s meeting will again be held in a virtual format, through a live webcast at www.virtualshareholdermeeting.com/ETR2021. The “virtual-only” meeting will allow for greater participation by our shareholders, regardless of their geographic location. Details about the purpose of the meeting and how to access it online are contained in the enclosed proxy statement and notice of the meeting. The Board and I will miss greeting you in person, but we are excited to embrace this approach and provide expanded access, improved communication and cost savings for our shareholders.
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Message from Our Lead Director
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March 26, 2021
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Dear Fellow Shareholders:
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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 2020. Throughout the year, your Board has remained actively engaged with management to ensure that Entergy has effectively met the challenges posed during the year while continuing to execute on our strategy for long-term, sustainable growth.
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Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
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WHEN
Friday, May 7, 2021
10:00 a.m. Central Time
Log-in will begin at
9:45 a.m.
VIA WEBCAST AT
www.virtualshareholdermeeting.
com/ETR2021
RECORD DATE
March 9, 2021
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/ETR2021.
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ITEMS OF BUSINESS
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To vote on the following proposals:
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1.
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Election of 11 directors proposed by our Board of Directors for a term of one year as named in the attached Proxy Statement.
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2.
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Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2021.
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3.
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An advisory vote to approve the compensation paid to our Named Executive Officers.
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An Amendment to Entergy’s Restated Certificate of Incorporation authorizing the issuance of Preferred Stock.
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5
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Such other business as may properly come before the meeting.
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Weblinks in this notice and in the accompanying proxy statement are provided for convenience only. Information from the Entergy website is not incorporated by reference into this notice or the accompanying proxy statement.
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Letter from Our Chairman and CEO
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Message from Our Lead Director
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Notice of Annual Meeting of Shareholders
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2021 Proxy Statement
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• i
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Date and Time
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10:00 a.m. Central Time, Friday, May 7, 2021. Shareholders may log in to the meeting beginning at 9:45 a.m.
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Location
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This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2021.
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Record Date
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March 9, 2021
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Questions
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Questions for the meeting may be submitted in advance at www.proxyvote.com.
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Questions may be submitted live during the meeting at www.virtualshareholdermeeting.com/ETR2021.
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Voting Matters
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See Page
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Board’s Recommendation
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Use the Internet at www.proxyvote.com
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Call 1-800-690-6903 if in the United States and Canada
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Scan the QR Code on your proxy card, notice or voting instruction form
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Mail your signed and dated proxy card or voting instruction form
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During the meeting at www.virtualshareholdermeeting.com/ETR2021
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2021 Proxy Statement
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• 1
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PROXY SUMMARY
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A replay of our Annual Meeting webcast will be available at our Investor Relations website at https://www.entergy.com and will remain there for at least one year.
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A list of answers to investors’ questions received before and during the Annual Meeting will be available at the same website.
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2 •
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2021 Proxy Statement
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PROXY SUMMARY
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Company performance;
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Actions we took for the benefit of our stakeholders in response to the COVID-19 pandemic;
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Executive compensation;
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Our diversity, inclusion and belonging strategy and other human capital management issues;
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Corporate social responsibility;
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Board refreshment and corporate governance practices and policies; and
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Sustainability and environmental strategy, performance and reporting, including the addendum to the Climate Report we released in the fall of 2020.
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2021 Proxy Statement
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• 3
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PROXY SUMMARY
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Name
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Age
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Director
Since
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Primary Occupation
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Independent
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Committee
Memberships
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John R. Burbank
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57
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2018
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Independent Strategic
Advisor
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Yes
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• Finance
• Personnel
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Patrick J. Condon
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72
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2015
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Retired Audit Partner, Deloitte &
Touche LLP
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Yes
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• Audit (Chair)
• Nuclear
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Leo P. Denault
(Chairman)
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61
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2013
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Chairman of the Board and Chief
Executive Officer, Entergy
Corporation
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No
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• Executive (Chair)
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Kirkland H. Donald
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67
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2013
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Former President and Chief
Executive Officer, Systems
Planning and Analysis, Inc.
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Yes
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• Finance
• Nuclear (Chair)
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Brian W. Ellis
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55
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2020
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Senior Vice President
and General Counsel,
Danaher Corporation
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Yes
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• Corporate Governance
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4 •
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2021 Proxy Statement
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PROXY SUMMARY
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Name
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Age
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Director
Since
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Primary Occupation
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Independent
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Committee
Memberships
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Philip L. Frederickson
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64
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2015
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Former Executive Vice President,
ConocoPhillips
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Yes
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• Audit
• Executive
• Finance (Chair)
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Alexis M. Herman
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73
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2003
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Chair and Chief Executive
Officer, New Ventures, LLC
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Yes
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• Corporate Governance
• Personnel
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M. Elise Hyland
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61
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2019
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Former Senior Vice President,
EQT Corporation and Senior Vice
President and Chief Operating
Officer, EQT Midstream Services, LLC
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Yes
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• Audit
• Finance
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Stuart L. Levenick
(Lead Director)
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68
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2005
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Former Group President and
Executive Office Member,
Caterpillar Inc.
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Yes
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• Corporate Governance
• Executive
• Nuclear
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Blanche L. Lincoln
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60
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2011
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Founder and Principal, Lincoln
Policy Group
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Yes
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• Corporate Governance
(Chair)
• Personnel
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Karen A. Puckett
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60
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2015
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Former President and Chief
Executive Officer, Harte Hanks, Inc.
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Yes
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• Audit
• Personnel (Chair)
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BOARD OF DIRECTORS
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✔
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10 out of 11 directors are independent
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✔
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Robust Board refreshment with 3 new directors since 2018
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Diverse and highly skilled Board that provides a range of viewpoints
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Skills and background aligned to our strategic priorities
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BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES
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✔
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Strong Independent Lead Director with clearly defined duties and responsibilities
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✔
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All committees, other than the Executive Committee, are fully independent
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Regular executive sessions of independent directors
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Robust share ownership requirements for executive officers and directors
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✔
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Prohibit short selling, hedging, pledging and margin transactions involving Entergy securities
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Mandatory director retirement at 74
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Resignation policy for directors who do not receive majority vote
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Annual Board and committee self-evaluations and individual director assessments
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Director orientation and support for continuing education
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Oversight of key enterprise risks
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Annual multi-day Board meeting focused on Company long-term strategy
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Directors who are current public company officers limited to no more than 2 other public boards; all other directors limited to no more than 4 other public boards
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Disclosure of corporate political contributions and oversight of lobbying and political activity
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SHAREHOLDER EMPOWERMENT
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✔
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Annual election of directors
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✔
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Majority voting for directors with resignation policy for directors in uncontested elections
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Proxy Access right
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No poison pill; Board policy requires shareholder approval for adoption
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No supermajority voting provisions in our Charter or Bylaws
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✔
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Responsive, active and ongoing shareholder engagement
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2021 Proxy Statement
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• 5
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PROXY SUMMARY
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Element
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Overview
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Key Benchmarks/
Performance Measures
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Salary
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Fixed cash compensation to attract and retain executives and to balance at-risk compensation
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> Market Data
> Individual Performance
> Personnel Committee Judgment
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Annual Incentive
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Variable annual cash compensation to motivate and reward executives for achieving annual goals
Range: 0% to 200% of target for financial performance, inclusive of individual adjustments
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> Entergy Tax Adjusted
Earnings per Share (50%)
> Entergy Adjusted Operating Cash
Flow (50%)
> Measured over a one-year
performance period and aligned
with externally communicated
guidance
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Long-Term Performance Units
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Variable long-term equity-based compensation to motivate and reward executives for achieving multi-year financial and performance objectives
Granted at beginning of a three-year performance period with payout in shares of Entergy common stock following the conclusion of the performance period.
Range 0% to 200% of target
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> Relative Total Shareholder Return
(80%)
> Cumulative Utility Earnings Growth
(20%)
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Stock Options and Restricted Stock
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Long-term equity-based compensation designed to encourage retention while incentivizing absolute performance that is aligned with shareholder interest
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> Stock price appreciation
> 3 Year Vesting
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6 •
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2021 Proxy Statement
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PROXY SUMMARY
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Annual Incentive Program Performance Goals
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2020 Targets
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2020 Results
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ETR Tax Adjusted EPS ($)
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5.60
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6.90
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ETR Adjusted OCF ($ billions)
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3.450
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3.127
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EAM as a percentage of target
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100%
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120%
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Long-Term Performance Incentive Program Results
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2018 – 2020
LTIP Target
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2018 – 2020
LTIP Result
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Relative TSR
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Median
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2nd Quartile
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Cumulative Adjusted UP&O EPS ($)
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15.20
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15.25
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Payout (as a percentage of target)
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100%
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126%
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2021 Proxy Statement
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• 7
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8 •
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2021 Proxy Statement
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BOARD OF DIRECTORS
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*
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Audit Committee Financial Expert
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2021 Proxy Statement
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• 9
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BOARD OF DIRECTORS
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John R. Burbank
Groton, Connecticut
Age 57
Director Since 2018
Entergy Board Committees
• Finance
• Personnel
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Key Qualifications and Experience
• Independent Strategic Advisor (self-employed)
• Former President, Corporate Development and Strategy, Nielsen Holdings plc (a global information, data and measurement company) – 2017-2019
• Former President, Strategic Initiatives, Nielsen Holdings plc – 2011-2017
• Director, Vizio Holding Corp. • Former, Trustee, March of Dimes Skills and Attributes Mr. Burbank brings to the Board his extensive management experience in consumer-facing businesses that have been disrupted by technological change. Accordingly, he brings valuable insights and perspective on the potential impact of technological change on our industry and our company. Mr. Burbank also brings the benefit of his extensive senior management experience leading strategic investments and corporate development and strategy at Nielsen Holdings plc. |
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Patrick J. Condon
Frankfort, Illinois
Age 72
Director Since 2015
Entergy Board Committees
• Audit (Chair)
• Nuclear
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Key Qualifications and Experience
• Retired Audit Partner, Deloitte & Touche LLP – 2002-2011 • Former Audit Partner, Arthur Andersen LLP • Former Director, Cloud Peak Energy, Inc. and Roundy’s, Inc.
• National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight
Skills and Attributes As a retired audit partner of a “Big Four” accounting firm, Mr. Condon brings his many years of experience in auditing and accounting to the Board. As leader of Arthur Andersen’s utility group, Mr. Condon acquired in-depth knowledge of the utility industry. The Board also benefits from his regional and national leadership experience gained at Deloitte & Touche LLP and his current and prior service to community and charitable organizations and on other public company boards. |
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10 •
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2021 Proxy Statement
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BOARD OF DIRECTORS
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Leo P. Denault
New Orleans, Louisiana
Age 61
Director Since 2013
Entergy Board Committees
• Executive (Chair)
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Key Qualifications and Experience
• Chairman of the Board of Directors, Entergy Corporation since February 2013
• Chief Executive Officer, Entergy Corporation and Entergy Services, LLC since February 2013
• Executive Vice President and Chief Financial Officer, Entergy Corporation –
2004-2013 • Director, Edison Electric Institute, Institute of Nuclear Power Operations, Atlanta Center Regional Governing Board of the World Association of Nuclear Operators and Jobs for America’s Graduates Skills and Attributes As our Chairman and Chief Executive Officer and former Executive Vice President and Chief Financial Officer, Mr. Denault brings to the Board his leadership skills, his deep knowledge of the Company, his extensive senior executive experience in the utility industry and the knowledge and experience he has gained through his service on the boards of the Edison Electric Institute, the Institute of Nuclear Power Operations and the Atlanta Center Regional Governing Board of the World Association of Nuclear Operators. |
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Admiral Kirkland H. Donald, USN (Ret.)
Mount Pleasant,
South Carolina
Age 67
Director Since 2013
Entergy Board Committees
• Finance
• Nuclear (Chair)
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Key Qualifications and Experience
• Former President and Chief Executive Officer, Systems Planning and Analysis, Inc. – 2014-2015
• Former Executive Vice President, Chief Operating Officer and Director, Systems Planning and Analysis, Inc. – 2013-2014
• Admiral U.S. Navy (Retired)
• Former Director, Naval Nuclear Propulsion – 2004-2012 • Chairman of the Board, Huntington Ingalls Industries, Inc. • Director Battelle Memorial Institute • Outside Director, Rolls Royce North America, SSA
• Former Executive Advisor to NexPhase Capital Partners (private equity firm, formerly Moelis Capital Partners)
• National Association of Corporate Directors CERT Certificate in Cybersecurity
Oversight Skills and Attributes Mr. Donald brings to the Board deep nuclear expertise and valuable leadership and risk-management experience gained through his distinguished military career in the United States Navy’s nuclear program and through his business and senior management experience since retiring from the Navy. |
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2021 Proxy Statement
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• 11
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BOARD OF DIRECTORS
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Brian W. Ellis
Bethesda, Maryland
Age 55
Director Since 2020
Entergy Board Committees
• Corporate Governance
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Key Qualifications and Experience
• Senior Vice President and General Counsel, Danaher Corporation (a global science and technology innovation company) since 2016
• Vice President and Group Counsel, Medtronic, Inc. – 2012-2015
Skills and Attributes Mr. Ellis brings to the Board his extensive experience setting and executing business and legal strategies for innovation-oriented companies as well as deep knowledge gained from his experience overseeing legal and compliance matters, corporate governance, regulatory affairs, sustainability, intellectual property, environmental, safety and health matters, and risk management for a large, complex organization. |
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Philip L. Frederickson
Arden,
North Carolina
Age 64
Director Since 2015
Entergy Board Committees
• Audit
• Executive
• Finance (Chair)
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Key Qualifications and Experience
• Former Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips – 2006-2008
• Former Executive Vice President, Commercial, ConocoPhillips – 2002-2006
• Former Director, Sunoco Logistics Partners L.P., Rosetta Resources Inc. and Williams Partners LP
Skills and Attributes Mr. Frederickson brings to the Board his extensive senior management, operating and leadership experience gained through his business career at ConocoPhillips and its predecessor, Conoco Inc., where he held a variety of senior management positions in operations, strategy and business development. In addition to his diverse senior-level management experience, Mr. Frederickson brings his experience leading strategic change both at ConocoPhillips and on the other public company boards on which he has served. His strong ties to the State of Texas also enable him to provide insight into the issues and concerns of our Texas service territory. |
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12 •
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2021 Proxy Statement
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BOARD OF DIRECTORS
|
|
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Alexis M. Herman
McLean, Virginia
Age 73
Director Since 2003
Entergy Board Committees
• Corporate Governance
• Personnel
|
| |
Key Qualifications and Experience
• Chair and Chief Executive Officer, New Ventures, LLC (corporate consultants)
since 2001
• Former Secretary of Labor of the United States of America
• Former White House Assistant to the President of the United States of America • Lead Independent Director, Cummins, Inc. • Director, Coca-Cola Company and MGM Resorts International • Senior Vice Chair, The National Urban League
• Chair, Toyota Motor Corporation North American Diversity Advisory Board and Member, Global Advisory Board
• President, Dorothy I. Height Education Foundation
Skills and Attributes Secretary Herman brings to the Board a combination of high-level U.S. government service, experience as a strategic advisor to numerous U.S. and international companies and broad public policy expertise, She also brings the benefit of her extensive public company board experience, including her service as Lead Independent Director to another public company. Through her service on other boards, Ms. Herman has also gained experience addressing the strategic issues of companies impacted by changing consumer demands and technological change. |
|
|
M. Elise Hyland
Pittsburgh, Pennsylvania
Age 61
Director Since 2019
Entergy Board Committees
• Audit
• Finance
|
| |
Key Qualifications and Experience
• Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (a petroleum and natural gas exploration and pipeline company) – 2017-2018
• Former Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (midstream services provider) – 2013-2017
• Former President of Commercial Operations, EQT Midstream Services, LLC 2010-2013 • Former President, Equitable Gas Company, a previously owned entity of EQT 2007-2010 • Director, Marathon Oil Corporation and Washington Gas Light Company • Former Director, EQT Midstream Partners Skills and Attributes Ms. Hyland brings to the Board her extensive senior executive and operations experience in a capital-intensive industry, gained through her career at EQT Corporation and EQT Midstream Services, LLC. This experience, combined with her experience in finance and strategic planning, enables her to contribute valuable insights as we grow our utility business and execute on our capital plan. |
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2021 Proxy Statement
|
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|
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• 13
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BOARD OF DIRECTORS
|
| |
|
|
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Stuart L. Levenick
Naples, Florida
Age 68
Director Since 2005
Lead Independent Director
Entergy Board Committees
• Corporate Governance
• Executive
• Nuclear
|
| |
Key Qualifications and Experience
• Lead Director, Entergy Corporation since May 2016
• Former Group President and Executive Office Member, Caterpillar Inc. (a manufacturer of construction and mining equipment) – 2004-2015
• Lead Independent Director, W. W. Grainger, Inc.
• Director, Finning International, Inc. • Former Executive Director, U.S. Chamber of Commerce, Washington, D.C. • Former Executive Director and Past Chairman, Association of Equipment Manufacturers, Washington, D.C. Skills and Attributes Mr. Levenick brings to the Board his extensive senior executive experience at a major manufacturing company, as well as his experience as a public company director, including as Lead Independent Director of another public company. This experience enables him to contribute valuable operational and financial expertise and offer an informed perspective on leadership development and on management and business issues arising out of evolving customer needs and desires and rapid technological change. |
|
|
Blanche Lambert Lincoln
Little Rock, Arkansas
Age 60
Director Since 2011
Entergy Board Committees
• Corporate Governance
(Chair)
• Personnel
|
| |
Key Qualifications and Experience
• Founder and Principal, Lincoln Policy Group (a consulting firm) since July 2013 • Former Special Policy Advisor for Alston & Bird LLP – 2011-2013 • Former United States Senator for the State of Arkansas –1999-2011 • Former United States Representative for the State of Arkansas – 1993-1997 • Former Chair, U.S. Senate Committee on Agriculture, Nutrition and Forestry • Former Member, U.S. Senate Committee on Finance, Committee on Energy and Natural Resources, and Special Committee on Aging
• Former Member of the U.S. House Committee on Energy and Commerce, Committee on Agriculture and Committee on Natural Resources (formerly House Committee
on Merchant Marine and Fisheries)
• Director, Hope Enterprise Corporation
• Trustee, The Center for the Study of the Presidency and Congress • Former Director, Rayonier Inc. Skills and Attributes As a former member of the U.S. Senate and House of Representatives, Ms. Lincoln brings to the Board her extensive background and experience in governmental, public policy and legislative affairs, providing her with a unique and valuable perspective on many of the critical issues and opportunities facing the Company. Her strong ties to the State of Arkansas also provide the Board with insight into the issues and concerns of our Arkansas service territory. |
|
14 •
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| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
BOARD OF DIRECTORS
|
|
|
Karen A. Puckett
Houston, Texas
Age 60
Director Since 2015
Entergy Board Committees
• Audit
• Personnel (Chair)
|
| |
Key Qualifications and Experience
• Former President and Chief Executive Officer, Harte Hanks, Inc. (marketing services company) – 2015-2018
• Former President-Global Markets, CenturyLink, Inc. (a telecommunication company) – 2014-2015
• Former Executive Vice President and Chief Operating Officer, CenturyLink, Inc. –
2009-2014
• Former President and Chief Operating Officer, CenturyTel, Inc. – 2000-2009
• Director, Osmose Utilities Service, Inc. • Former Director, Harte Hanks, Inc. Skills and Attributes Ms. Puckett brings to the Board her extensive management, operations and business experience acquired through her senior leadership positions in a rapidly changing and highly regulated industry and her deep experience with technology-driven innovation. Ms. Puckett’s ties to the State of Louisiana, as a former resident and senior executive of a large Louisiana-based company, also enable her to offer insight into the issues and concerns of our Louisiana service territory. |
|
•
|
Seeks to nominate candidates with superior credentials, sound business judgment and the highest ethical character;
|
•
|
Takes into account the candidate’s relevant experience with businesses or other organizations of comparable size to the Company and seeks to identify candidates whose experience and contributions will add to the collective experience of the Board; and
|
•
|
Believes the Board should reflect a diversity of backgrounds and experiences in various areas, including age, gender, race, geography and specialized experience, and candidates are assessed to determine the extent to which they would contribute to that diversity.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 15
|
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BOARD OF DIRECTORS
|
| |
|
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16 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
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|
| |
BOARD OF DIRECTORS
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 17
|
|
Strong Independent Board Leadership
|
| |
All Directors, other than our Chief Executive Officer, are independent. All standing committees of the Board, other than the Executive Committee, are comprised solely of independent directors.
|
|
|
Independent Lead Director
|
| |
The independent directors appoint a Lead Director who serves for a three-year term with clearly defined duties and responsibilities.
|
|
|
Annual Review of Board Leadership
|
| |
The Corporate Governance Committee conducts an annual review of the Board leadership structure to ensure it remains effective.
|
|
|
Executive Sessions of Independent Directors
|
| |
Independent directors meet in executive session without management present at each Board meeting.
|
|
|
Annual Board Evaluations
|
| |
The Board, its committees and individual directors are evaluated on an annual basis.
|
|
18 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
|
Regular Board Refreshment
|
| |
The Board’s approach to refreshment has resulted in a balanced mix of experienced and new directors.
|
|
|
Director Retirement Policy
|
| |
A director may not be nominated for re-election to the Board if he or she has reached the age of 74 on or before January 1 of the year in which such person would be elected or re-elected, unless specifically recommended to serve beyond the age of 74 by the Corporate Governance Committee and approved by the Board.
|
|
|
Commitment to Diversity
|
| |
The Board is committed to reflecting a broad diversity of backgrounds and experiences, including race, gender, age, geography, and specialized experience, and potential Board nominees are assessed to determine whether they contribute to that diversity.
|
|
|
Mandatory Resignation Upon Change in Circumstances
|
| |
Non-employee directors should offer their resignations when either their employment or the major responsibilities they held when they joined the Board change. The Corporate Governance Committee then reviews the change in circumstances and makes a recommendation to the Board as to whether it is appropriate for the director to continue to serve on the Board and be nominated for re-election.
|
|
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Majority Voting in Director Elections
|
| |
In an election of directors where the number of directors nominated does not exceed the total number of directors to be elected, director nominees must receive the affirmative vote of a majority of votes cast to be elected. If a director receives more votes “Against” his or her election than votes “For” his or her election, the director must promptly tender his or her resignation.
|
|
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Annual Election of Directors
|
| |
All of our directors are elected annually at our annual meeting of shareholders.
|
|
|
Director Overboarding Policy
|
| |
Non-employee directors may not serve on more than 4 other public-company boards, and directors who are either an executive of the Company or an executive of another company may not serve on more than 2 other public-company boards. No director may serve as a member of the Audit Committee if that director serves on the audit committee of more than 2 other public companies unless the Board determines that such simultaneous service would not impair the ability of that director to serve effectively on the Audit Committee.
|
|
|
Proxy Access
|
| |
Any shareholder or any group of up to 20 shareholders owning at least 3 percent of Entergy’s outstanding common stock for at least three years may nominate and include in our proxy materials director nominees constituting up to 20% of the Board in accordance with our Bylaws.
|
|
|
No Shareholder Rights Plan
|
| |
Entergy does not have a shareholder rights plan, otherwise known as a “Poison Pill.” The Board will obtain shareholder approval prior to adopting a future shareholder rights plan unless the Board, in the exercise of its fiduciary duties, determines that it would be in the best interest of the Company and our shareholders to adopt a rights plan without prior shareholder approval. If a rights plan is adopted by the Board without prior shareholder approval, the plan must be approved by shareholders at the next annual meeting.
|
|
|
No Supermajority Requirements in Certificate of Incorporation or Bylaws
|
| |
Our Restated Certificate of Incorporation and Bylaws contain majority vote standards for all actions requiring shareholder approval.
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 19
|
|
CORPORATE GOVERNANCE
|
| |
|
|
|
Anti-Hedging Policy
|
| |
We have adopted an anti-hedging policy that prohibits officers, directors and employees from entering into hedging or monetization transactions involving our common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles or equity swaps or other derivatives that are directly linked to the Company’s stock, and transactions involving “short-sales” of the Company’s stock.
|
|
|
Director Stock Ownership
|
| |
Within five years of their election, directors must hold shares or units of Entergy common stock having a market value of at least five times the annual cash retainer, or $562,500. A review of non-employee director stock ownership was conducted at the December 2020 Corporate Governance Committee meeting, and the committee determined that all of our non-employee directors who had been members of the Board for at least five years satisfied this requirement.
|
|
20 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
Stuart L. Levenick
Lead Director
(since 2016)
|
| |
Lead Director Duties:
|
|||
|
|
| ||||
|
•
|
| |
Calls meetings of the independent directors
|
||
|
•
|
| |
Presides at executive sessions of the independent directors and all meetings of the Board at which the Chairman and Chief Executive Officer is not present
|
||
|
•
|
| |
Serves as a member of the Executive Committee of the Board
|
||
|
•
|
| |
Serves as a liaison between the independent directors and the Chairman and Chief Executive Officer
|
||
|
•
|
| |
Serves as the point of contact for shareholders and others to communicate with the Board
|
||
|
•
|
| |
Meets individually with each director to discuss the performance of the individual director, the Board and its committees
|
||
|
•
|
| |
Reviews and advises on Board meeting agendas and consults with the Chairman and Chief Executive Officer on the preparation of agendas
|
||
|
•
|
| |
Provides feedback from the Board to the Chairman and Chief Executive Officer following each executive session of independent directors and, together with the Chair of the Personnel Committee, provides the Chairman and Chief Executive Officer with an annual performance review
|
||
|
•
|
| |
Assists with recruitment of director candidates and, along with the Chairman, may extend the invitation to a new potential director to join the Board
|
•
|
Consists solely of independent directors;
|
•
|
Operates pursuant to a written charter;
|
•
|
Evaluates its performance annually;
|
•
|
Reviews its charter annually;
|
•
|
Reports its activities to the Board;
|
•
|
Works closely with management, as appropriate; and
|
•
|
Meets regularly.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 21
|
|
CORPORATE GOVERNANCE
|
| |
|
|
22 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
|
Finance
|
| |
Key Responsibilities
|
| |||
|
Philip L. Frederickson
(Chair)
Other Members: John R. Burbank, Kirkland H. Donald
and M. Elise Hyland
9 meetings in 2020
|
| |
•
|
| |
Oversees corporate capital structure and budgets and recommends approval of capital projects;
|
|
|
•
|
| |
Oversees financial plans and key financial risks;
|
| |||
|
•
|
| |
Reviews and makes recommendations to the Board regarding our financial policies, strategies, and decisions, including our dividend policy;
|
| |||
|
•
|
| |
Reviews our investing activities; and
|
| |||
|
•
|
| |
Reviews and makes recommendations to the Board with respect to significant investments, including large capital projects.
|
| |||
|
|
| |
|
| |
|
|
|
Nuclear
|
| |
Key Responsibilities
|
| |||
|
Kirkland H. Donald
(Chair)
Other Members: Patrick J. Condon and
Stuart L. Levenick
5 meetings in 2020
The number of Nuclear Committee meetings in 2020
does not include virtual meetings that members of the
Nuclear Committee participated in with the nuclear
executive team at our nuclear sites or meetings with the
Institute of Nuclear Power.
|
| |
•
|
| |
Provides non-management oversight and review of matters relating to the operation of the Company’s nuclear generating plants;
|
|
|
•
|
| |
Focuses on safety, operating performance, operating costs, staffing and training; and
|
| |||
|
•
|
| |
Consults with management concerning internal and external nuclear-related issues.
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 23
|
|
CORPORATE GOVERNANCE
|
| |
|
|
|
Personnel
|
| |
Key Responsibilities
|
| |||
|
Karen A. Puckett
(Chair)
Other Members: John R. Burbank, Alexis M. Herman and Blanche L. Lincoln
10 meetings in 2020
Each member of the Personnel Committee satisfies the heightened independence standards and qualification criteria in the NYSE and SEC rules
|
| |
•
|
| |
Determines and approves the compensation of our Chief Executive Officer and other senior executive officers;
|
|
|
•
|
| |
Approves or makes recommendations to the Board to approve incentive, equity-based and other compensation plans;
|
| |||
|
•
|
| |
Develops and implements compensation policies;
|
| |||
|
•
|
| |
Evaluates the performance of our Chairman and Chief Executive Officer;
|
| |||
|
•
|
| |
Reports at least annually to the Board on succession planning, including succession planning for the Chief Executive Officer; and
|
| |||
|
•
|
| |
Provides oversight of the Company’s organizational health and diversity and inclusion strategies.
|
|
24 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
•
|
Board effectiveness;
|
•
|
Satisfaction with the performance of the Lead
|
•
|
Board and committee structure and composition;
|
•
|
Satisfaction with the performance of the
|
•
|
Access to the Chief Executive Officer and other
|
•
|
Quality of the Board discussions and balance
|
•
|
Quality of materials presented to directors;
|
•
|
Board and committee information needs;
|
•
|
Satisfaction with Board agendas and the
|
•
|
Whether the Board is focusing on the most
|
•
|
Oversight of key risks and risk management;
|
•
|
Board dynamics and culture;
|
•
|
Board dialogue;
|
•
|
Board and committee succession planning;
|
•
|
Director access to experts and advisors; and
|
•
|
Satisfaction with the format of the evaluation.
|
•
|
Understand critical risks in the Company’s business and strategy;
|
•
|
Allocate responsibilities for risk oversight among the full Board and its committees;
|
•
|
Evaluate the Company’s risk management processes and whether they are functioning adequately;
|
•
|
Facilitate open communication between management and directors; and
|
•
|
Foster an appropriate culture of integrity and risk awareness.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 25
|
|
CORPORATE GOVERNANCE
|
| |
|
|
|
Board Oversight
Overall identification, management and mitigation of risk, with a focus on strategic risks
|
|
|
Audit Committee
|
| |
Corporate Governance
Committee
|
| |
Finance
Committee
|
| |
Nuclear
Committee
|
| |
Personnel
Committee
|
|
|
• Financial reporting
process and internal control risks
• Risks associated with regulatory compliance risks including environmental,
NERC, and FERC
• Risks associated with corporate compliance, significant legal matters, and the Company’s insurance programs
• Market and credit
risks
• Physical and
cybersecurity risks
|
| |
• Corporate governance, legislative and regulatory policy risks
• Board succession
risks
• Risks related to shareholder activism
• Environmental, sustainability and corporate social responsibility risks
• Risks related to stakeholder engagement and
lobbying activities
|
| |
• Risks associated with strategic decisions and major transactions and
capital investments
• Financial risks, including liquidity, credit and capital
market risks
|
| |
• Safety risks unique to the operation of our
nuclear fleet
|
| |
• Executive compensation risks
• Risks associated with safety and employee matters
• Management succession risks
• Risks associated with organizational health and diversity and inclusion strategies
|
|
|
Role of Management
|
|
|
The Board and the Audit Committee monitor and oversee the evaluation of the effectiveness of the internal controls and the risk management process.
While the Board and the committees oversee risk management, the Company’s management is charged with managing risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management Disclosure Committee meetings, a strong Legal Department and Ethics and Compliance office and a comprehensive internal and external audit process. Management communicates routinely with the Board and its committees on the significant risks identified and how they are being managed. Directors are free to, and often do, communicate directly with senior management.
|
|
26 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
|
Board Committee
|
| |
Primary Sustainability Oversight Responsibility
|
|
|
Corporate Governance
|
| |
Overall corporate sustainability strategy and policies, including with respect to climate change and corporate social responsibility; corporate governance issues; governmental, regulatory, public policy and public relations matters; public advocacy activities; shareholder concerns
|
|
|
Personnel
|
| |
Executive compensation policy and incentive plan design; employee and human resources issues; employee training and development; talent management; employee and contractor safety; organizational health; diversity, inclusion and belonging and supplier diversity
|
|
|
Audit
|
| |
Environmental compliance and auditing; ethics and compliance; market and credit risks; cybersecurity risks; vendor and supply chain risks; financial reporting processes and risks; other strategic risks and general risk oversight
|
|
|
Finance
|
| |
Financial stability; major capital investments
|
|
|
Nuclear
|
| |
Safety risks unique to the nuclear fleet; sustainability of our nuclear plants
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 27
|
|
CORPORATE GOVERNANCE
|
| |
|
|
➢
|
recent cyber risk and cybersecurity developments;
|
➢
|
industry engagement activities;
|
➢
|
legislative and regulatory developments;
|
➢
|
cyber risk governance and oversight;
|
➢
|
cyber incident response plans and strategies;
|
➢
|
cybersecurity drills and exercises;
|
➢
|
assessments by third party experts;
|
➢
|
key cyber risk metrics and activities; and
|
➢
|
major projects and initiatives.
|
28 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 29
|
|
CORPORATE GOVERNANCE
|
| |
|
|
✔
|
Provide visibility and transparency into our business and our financial and operational performance;
|
✔
|
Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views;
|
✔
|
Share our perspective on Company and industry developments;
|
✔
|
Discuss and seek feedback on our executive compensation and corporate governance policies and practices;
|
✔
|
Share our environmental and sustainability strategy and record; and
|
✔
|
Seek feedback on our communications and disclosures to investors.
|
30 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
•
|
Our COVID-19 stakeholder response;
|
•
|
Company performance;
|
•
|
Executive compensation;
|
•
|
Corporate governance practices;
|
•
|
ESG strategy, performance and reporting, including climate risk and our commitment to achieve net zero carbon emissions by 2050; and
|
•
|
Human capital management issues, particularly relating to COVID-19 and our DIB strategy.
|
➢
|
Shareholders appreciated the opportunity to meet with our team for open discussion and to directly ask questions;
|
➢
|
Investors are interested in climate change risk, including our climate resiliency strategy and commitment to achieve net zero carbon emissions by 2050;
|
➢
|
Investors are interested in human capital management issues, particularly relating to our COVID-19 planning and response, and our DIB strategy;
|
➢
|
Investors are interested in Board refreshment, the process we use to select new directors, and our Board self-assessment process; and
|
➢
|
Several investors complimented the Company on our ESG disclosures generally, including our TCFD-aligned climate report, as well as our 19th consecutive Dow Jones Sustainability Index recognition.
|
✔
|
Addition of ESG measures as part of our 2021 annual incentive awards;
|
✔
|
Continuation of a second measure in addition to TSR to our Long-Term Performance Incentive Program with a credit measure replacing the earnings measure beginning with the 2021 – 2023 performance period;
|
✔
|
Announcement of our commitment to achieve net zero carbon emissions by 2050;
|
✔
|
Publication of a 2020 addendum to our 2019 Climate Report;
|
✔
|
Resuming participation in the CDP in 2020;
|
✔
|
Mapping our disclosures to the SASB standards;
|
✔
|
Addition of a one-on-one individual assessment component to our Board self-evaluation process;
|
✔
|
Amendments to our Corporate Governance Guidelines to limit the number of public-company boards on which our directors may serve;
|
✔
|
Adoption of proxy access for director nominations;
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 31
|
|
CORPORATE GOVERNANCE
|
| |
|
|
✔
|
Enhancements to our proxy disclosure, including in the areas of risk oversight (including cyber risk and human capital management oversight), director backgrounds and qualifications, and incentive plan target setting;
|
✔
|
Enhancements to our sustainability/ESG disclosures, including those relating to our political contributions, lobbying activities and related board oversight, human capital management and water management; and
|
✔
|
Other enhancements to the environmental and sustainability disclosures on our website and in our Integrated Report.
|
32 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
CORPORATE GOVERNANCE
|
|
•
|
When the amount involved exceeds $120,000; and
|
•
|
When a Related Party (a director or executive officer of the Company, any nominee for director, any shareholder owning an excess of 5% of the total equity of the Company and any immediate family member of any such person) has a direct or indirect material interest in such transaction (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 33
|
|
Compensation
|
| |
Amount
|
|
|
Quarterly Cash Retainer
|
| |
$28,125
|
|
|
Annual Lead Director Retainer
|
| |
$30,000
|
|
|
Annual Audit Committee Chair Retainer
|
| |
$25,000
|
|
|
Annual Nuclear and Personnel Committee Chair Retainer
|
| |
$20,000
|
|
|
Annual Finance and Corporate Governance Committee Chair Retainer
|
| |
$15,000
|
|
|
Annual Nuclear Committee Member Retainer
|
| |
$18,000
|
|
34 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
2020 NON-EMPLOYEE DIRECTOR COMPENSATION
|
|
|
Name(1)
|
| |
Fees
Earned
or Paid
in Cash
($)(2)
|
| |
Stock Awards
($)(3)
|
| |
Option
Awards
($)
|
| |
All Other
Compensation
($)(4)
|
| |
Total ($)
|
|
|
John R. Burbank
|
| |
115,500
|
| |
157,666
|
| |
—
|
| |
5,476
|
| |
278,642
|
|
|
Patrick J. Condon
|
| |
179,500
|
| |
157,666
|
| |
—
|
| |
19,218
|
| |
356,384
|
|
|
Kirkland H. Donald
|
| |
159,500
|
| |
157,666
|
| |
—
|
| |
21,726
|
| |
338,892
|
|
|
Brian W. Ellis
|
| |
10,001
|
| |
6,966
|
| |
—
|
| |
—
|
| |
16,967
|
|
|
Philip L. Frederickson
|
| |
127,500
|
| |
157,666
|
| |
—
|
| |
14,833
|
| |
299,999
|
|
|
Alexis M. Herman
|
| |
115,500
|
| |
157,666
|
| |
—
|
| |
52,057
|
| |
325,223
|
|
|
M. Elise Hyland
|
| |
112,500
|
| |
157,666
|
| |
—
|
| |
2,229
|
| |
272,395
|
|
|
Stuart L. Levenick
|
| |
163,500
|
| |
157,666
|
| |
—
|
| |
45,441
|
| |
366,607
|
|
|
Blanche L. Lincoln
|
| |
127,500
|
| |
157,666
|
| |
—
|
| |
28,869
|
| |
314,035
|
|
|
Karen A. Puckett
|
| |
140,000
|
| |
157,666
|
| |
—
|
| |
22,925
|
| |
320,591
|
|
(1)
|
Leo P. Denault, the Company’s Chairman and Chief Executive Officer, is not included in this table as he was an employee of the Company and thus received no additional compensation for his service as a director during 2020. The compensation received by Mr. Denault as an employee of the Company is shown in the 2020 Summary Compensation Table on page 65. Mr. Ellis became a member of the Board effective October 30, 2020. Accordingly, his compensation reported in this table represents prorated compensation for his service in 2020.
|
(2)
|
The amounts reported in this column consist of all fees earned or paid in cash for services as a director, including retainer fees, and Lead Director, Committee Chair and Nuclear Committee member annual retainers, all of which are described under “Cash Compensation Paid to Non-Employee Directors” above.
|
(3)
|
The amounts in this column represent the aggregate grant date fair value determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”) for the shares of common stock granted on a quarterly basis to each non-employee director during 2020 and the 780 phantom stock units granted to each director in 2020 under the Director Service Recognition Program, other than Mr. Ellis who was not a Service Recognition Plan participant at the time of the award. For a discussion of the relevant assumptions used in valuing these amounts, see Note 12 to the Financial Statements in our Form 10-K for the year ended December 31, 2020. As of December 31, 2020, the outstanding phantom units held by each non-employee director were: Mr. Burbank: 1,852; Mr. Condon: 4,854; Mr. Donald: 6,197; Mr. Frederickson: 4,354; Ms. Herman: 14,307; Ms. Hyland: 984; Mr. Levenick: 12,538; Ms. Lincoln: 8,107; and Ms. Puckett: 4,854.
|
(4)
|
The amounts in column (g) include dividend equivalents accrued under the Director Service Recognition Program, Company paid physical exams and related expenses and director education related expenses. For 2020, accrued dividend equivalents under the Director Service Recognition Program were: Mr. Burbank: $5,476; Mr. Condon: $16,703; Mr. Donald: $21,726; Mr. Frederickson: $14,833; Ms. Herman: $52,057; Ms. Hyland: $2,229; Mr. Levenick: $45,441; Ms. Lincoln: $28,869; and Ms. Puckett: $16,703.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 35
|
36 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
AUDIT MATTERS
|
|
Patrick J. Condon, Chair
|
| |
M. Elise Hyland
|
Philip L. Frederickson
|
| |
Karen A. Puckett
|
|
|
| |
2020
|
| |
2019
|
|
|
Audit Fees
|
| |
$9,323,550
|
| |
$8,710,000
|
|
|
Audit-Related Fees(a)
|
| |
786,000
|
| |
775,000
|
|
|
|
| |
|
| |
|
|
|
Total audit and audit-related fees
|
| |
$10,109,550
|
| |
$9,485,000
|
|
|
Tax Fees
|
| |
|
| |
|
|
|
All Other Fees
|
| |
183,060
|
| |
31,835
|
|
|
|
| |
|
| |
|
|
|
Total Fees(b)
|
| |
$10,292,610
|
| |
$9,516,835
|
|
(a)
|
Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
|
(b)
|
100% of fees paid in 2020 and 2019 were pre-approved by the Audit Committee.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 37
|
|
AUDIT MATTERS
|
| |
|
|
1.
|
The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit-related services, tax services, and all other services).
|
2.
|
For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC’s rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:
|
•
|
Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
|
•
|
All other services should only be provided by the independent auditor if it is a highly qualified provider of that service or if the Audit Committee pre-approves the independent audit firm to provide the service.
|
3.
|
The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.
|
4.
|
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.
|
5.
|
The Vice President and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.
|
38 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 39
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Leo P. Denault
Chairman of the Board and
Chief Executive Officer
|
| |
Andrew S. Marsh
Executive Vice President and
Chief Financial Officer
|
| |
A. Christopher Bakken, III
Executive Vice President, Nuclear
Operations/Chief Nuclear Officer
|
|
|
|
| |
Marcus V. Brown
Executive Vice President and
General Counsel
|
| |
Roderick K. West
Group President, Utility
Operations
|
|
|
|
| |
|
| |
Page
|
|
|
Overview
|
| |
|
| |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
|
What We Pay and Why
|
| |
|
| |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
|
Risk Mitigation and Other Pay Practices
|
| |
|
| |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | |
40 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
•
|
Earnings per Share. Our GAAP earnings per share in 2020 increased to $6.90 from $6.30 per share in 2019. On an adjusted basis, our earnings per share in 2020 increased to $5.66 from $5.40 per share in 2019.
|
•
|
Dividends. We increased our quarterly common stock dividend for the sixth straight year to $0.95 per share, or $3.80 on an annualized basis.
|
•
|
Total Shareholder Return. Our total shareholder return for 2020 was (13.7)%, compared to 2.7% for the Philadelphia Utility Index, placing us in the bottom quartile of the index. We are disappointed in our 2020 stock price performance, which we believe did not reflect the extraordinary accomplishments of our organization.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 41
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
42 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 43
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
•
|
Dow Jones Sustainability North America Index. We were included in the 2020 Dow Jones Sustainability North America Index and received perfect scores in the areas of materiality, policy influence, environmental reporting, climate strategy, water-related risks and social reporting. This was the 19th consecutive year for Entergy to be included on either the World or North America sustainability index or both.
|
•
|
Site Selection Magazine’s Top 10 Electric Utilities in Economic Development. Site Selection magazine has named Entergy one of the nation’s Top 10 electric utilities in economic development for the 13th consecutive year.
|
•
|
3BL Media’s 100 Best Corporate Citizens. 3BL Media named Entergy to its annual 100 Best Corporate Citizens ranking, recognizing outstanding environmental, social and governance transparency and performance among the 1,000 largest U.S. public companies.
|
•
|
Named to The Civic 50 by Points of Light. Entergy was named a 2020 honoree of The Civic 50 by Points of Light, the world’s largest organization dedicated to volunteer service. This is the fifth consecutive year Entergy was recognized as one of the 50 most community-minded companies in the United States.
|
•
|
Motivate our management team to drive strong financial and operational results by linking pay to performance.
|
•
|
Attract and retain a highly experienced, diverse and successful management team.
|
•
|
Incentivize and reward the achievement of results that are deemed by the Personnel Committee to be consistent with the overall goals and strategic direction that the Board has approved for the Company.
|
•
|
Create sustainable value for the benefit of all of our stakeholders, including our customers, employees, communities and owners.
|
•
|
Align the interests of our executives and our investors in our long-term business strategy by directly tying the value of equity-based awards to our stock price performance, and relative total shareholder return.
|
44 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
What We Do
|
| |||
|
✔
|
| |
Executive compensation programs are highly correlated to performance and focused on long-term value creation
|
|
|
✔
|
| |
Double trigger for cash severance payments and equity acceleration in the event of a change in control
|
|
|
✔
|
| |
Clawback policy
|
|
|
✔
|
| |
Maximum payout capped at 200% of target for our annual incentive awards and Long-Term Performance Incentive Program for members of the OCE
|
|
|
✔
|
| |
Minimum vesting periods for equity-based awards
|
|
|
✔
|
| |
Rigorous goal setting aligned with externally disclosed annual and multi-year financial targets
|
|
|
✔
|
| |
Long-term compensation mix weighted more toward performance-based equity awards than service-based equity awards
|
|
|
✔
|
| |
All long-term incentive compensation settled in Entergy common stock
|
|
|
✔
|
| |
Rigorous stock ownership requirements
|
|
|
✔
|
| |
Annual Say-on-Pay vote
|
|
|
✔
|
| |
Annual Compensation Risk Assessment
|
|
|
What We Don’t Do
|
| |||
|
×
|
| |
No 280G tax “gross up” payments in the event of a change in control
|
|
|
×
|
| |
No tax “gross up” payments on executive perquisites, other than relocation benefits
|
|
|
×
|
| |
No option repricing or cash buy-outs for underwater options without shareholder approval
|
|
|
×
|
| |
No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval
|
|
|
×
|
| |
No unusual or excessive perquisites
|
|
|
×
|
| |
No hedging or pledging of Entergy stock
|
|
|
×
|
| |
No fixed term employment agreements
|
|
|
×
|
| |
No new officer participation in the System Executive Retirement Plan
|
|
|
×
|
| |
No grants of supplemental service credit to newly-hired officers under any of the Company’s non-qualified retirement plans
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 45
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Personnel Committee
|
| |
•
|
| |
The Personnel Committee is responsible for the review and approval of all aspects of our executive compensation programs and policies.
|
| |||
|
•
|
| |
Among its duties, the Personnel Committee is responsible for approving the compensation for all members of the OCE, including:
|
| ||||||
|
|
| |
•
|
| |
Annual review of the compensation elements and mix of elements for the following year;
|
| |||
|
|
| |
•
|
| |
Annual review and approval of incentive program design, goals and objectives for alignment with our compensation and business strategies;
|
| |||
|
|
| |
•
|
| |
Evaluation of Company and individual performance results in light of these goals and objectives;
|
| |||
|
|
| |
•
|
| |
Evaluation of the competitiveness of each executive officer’s total compensation package;
|
| |||
|
|
| |
•
|
| |
Approval of any changes to our executive officers’ compensation, including but not limited to, base salary, annual and long-term incentive award opportunities and retention programs;
|
| |||
|
|
| |
•
|
| |
Evaluation of the performance of our Chairman and Chief Executive Officer; and
|
| |||
|
|
| |
•
|
| |
Reporting, at least annually, to the Board on succession planning.
|
| |||
|
•
|
| |
The committee also receives reports and engages on other significant matters affecting the general employee population, including workforce DIB, organizational health and safety.
|
| ||||||
|
•
|
| |
Our Personnel Committee has the sole authority to hire its compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance and terminate its engagement.
|
| ||||||
|
Management
|
| |
•
|
| |
The Chief Executive Officer and CHRO work closely with the Personnel Committee in managing the executive compensation programs and attend meetings of the Personnel Committee. Mr. Denault and our CHRO, Kathryn Collins since she joined the Company, attended all of the Personnel Committee meetings held in 2020.
|
| |||
|
•
|
| |
The Chief Executive Officer reviews with the committee the performance of the members of the OCE other than himself and makes recommendations to the committee regarding compensation for these executive officers.
|
| ||||||
|
Independent Compensation Consultant
|
| |
•
|
| |
During 2020, Pay Governance assisted the Personnel Committee with its responsibilities related to the Company’s executive compensation programs.
|
| |||
|
•
|
| |
Pay Governance:
|
| ||||||
|
|
| |
•
|
| |
Regularly attended meetings of the committee;
|
| |||
|
|
| |
•
|
| |
Conducted studies of competitive compensation practices;
|
| |||
|
|
| |
•
|
| |
Identified the Company’s market surveys and proxy peer group;
|
| |||
|
|
| |
•
|
| |
Provided updates on executive compensation trends and regulatory developments;
|
| |||
|
|
| |
•
|
| |
Reviewed base salary, annual incentives and long-term incentive compensation opportunities relative to competitive practices; and
|
| |||
|
|
| |
•
|
| |
Developed conclusions and recommendations related to the Company’s executive compensation programs for consideration by the committee.
|
|
46 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
| |
Following our 2020 Annual Meeting of Shareholders, the Personnel Committee reviewed the results of the shareholder advisory vote on executive compensation (“Say-on-Pay Vote”) that was held at the meeting with respect to the 2019 compensation actions and decisions for Mr. Denault and the other NEOs. Given the high level of support expressed for the Company’s executive compensation programs and the feedback received through our annual shareholder outreach process, the Personnel Committee believes that the Company’s shareholders are generally supportive of our executive compensation pay practices. The committee did not make any changes to Entergy’s executive compensation programs solely in response to the 2020 advisory vote. However, based in part on feedback received from shareholders through Entergy’s regular shareholder outreach process, the committee implemented certain changes to its incentive compensation programs, particularly in relation to the performance measures to be used to determine the funding level for its annual incentive program.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 47
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Measure
|
| |
Description
|
| |
Rationale
|
| |||
|
Safety
|
| |
Quantitative measure of serious injury and fatalities per 100 employees or contractors as defined by EEI.
|
| |
•
|
| |
Ensures we maintain a safe and incident-free workplace for all of our employees and contractors.
|
|
|
Diversity, Inclusion & Belonging (DIB)
|
| |
Overall qualitative assessment of DIB key performance indicators assessed in the workforce, workplace and marketplace, informed by quantitative measures; progress on DIB initiatives; and responsiveness to emergent issues.
|
| |
•
|
| |
Reinforces our commitment to be a fair and equitable work environment that is welcoming to all and allows us to attract and retain superb talent, allowing us to execute our strategy.
|
|
|
•
|
| |
Drives an engaged workforce; customer-centric service and solutions; enhancement of owner value; and community partnerships.
|
| ||||||
|
Environmental Stewardship
|
| |
Assessment of progress toward environmental commitments through performance on key initiatives and Utility CO2 emission rate outcomes.
|
| |
•
|
| |
Reinforces our commitment to long-term sustainability and a reduced impact on the environment. Ensures accountability for achieving our significant external commitments to reduce carbon emissions.
|
|
|
Customer Net Promoter Score
|
| |
Utilize quantitative Residential Net Promoter Score benchmark survey process.
|
| |
•
|
| |
Incentivizes actions that drive positive customer outcomes (as measured through customer feedback) including impacts on reliability improvements, responsiveness, continuous improvement and innovation.
|
|
|
•
|
| |
Signals overall health and loyalty of our customer relationship.
|
|
48 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
•
|
For 2020, 87% of our Chief Executive Officer’s target TDC was variable, including 69% in long-term incentives and 18% in annual incentives and on average, approximately 74% of our other NEOs’ target TDC was variable, including an average of 53% in long-term incentives and 21% in annual incentives.
|
•
|
Only the base salary portion of annual target TDC is fixed.
|
•
|
Entergy Tax Adjusted Earnings Per Share or (“ETR Tax Adjusted EPS”): Entergy uses a single non-GAAP earnings measure for guidance and investor reporting purposes that reflects Entergy’s ongoing business. This measure, Entergy Adjusted Earnings Per Share (“ETR Adjusted EPS”) adjusts the Company’s as reported (GAAP) earnings per share results to eliminate the impact of its EWC business, significant tax items and other non-routine items. ETR Tax Adjusted EPS, is based on the externally reported ETR Adjusted EPS, which is then adjusted to add back the effect of significant tax items, and to eliminate the effect of major storms, the resolution of certain unresolved regulatory litigation matters, changes in federal income tax law and unrealized gains or losses on equity securities (the “Pre-Determined Exclusions”), as well as other items the Personnel Committee may consider appropriate adjustments based on management accountability and business rationale.
|
•
|
Entergy Adjusted Operating Cash Flow (“ETR Adjusted OCF”): ETR Adjusted OCF is calculated based on the Company’s as-reported (GAAP) operating cash flow, adjusted to eliminate the effect of any Pre-Determined Exclusions.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 49
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Annual Incentive Program Performance Goals
|
| |
2020 Targets
|
| |
2020 Results
|
|
|
ETR Tax Adjusted EPS ($)
|
| |
5.60
|
| |
6.90
|
|
|
ETR Adjusted OCF ($ billions)
|
| |
3.450
|
| |
3.127
|
|
|
EAM as a percentage of target
|
| |
100%
|
| |
120%
|
|
|
Average NEO Payout (as a percentage of target)
|
| |
|
| |
118%
|
|
|
Long-Term Performance Incentive Program Results
|
| |
2018 – 2020
LTIP
Target
|
| |
2018 – 2020
LTIP
Result
|
|
|
Relative TSR
|
| |
Median
|
| |
2nd Quartile
|
|
|
Cumulative Adjusted UP&O EPS ($)
|
| |
15.20
|
| |
15.25
|
|
|
Payout (as a percentage of target)
|
| |
100%
|
| |
126%
|
|
50 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
(1)
|
SCT Compensation: (i) base salary paid in each year; (ii) actual bonus earned for each year; (iii) the grant date fair value of long-term incentive awards; (iv) the change in pension value for each year; and (v) all other compensation for each year, each as shown in the Summary Compensation Table.
|
(2)
|
Realized Pay: (i) base salary paid in each year; (ii) the actual bonus earned for each year; (iii) for stock option grants, the gain on any options exercised during each year valued on the exercise date; (iv) for performance units, the actual payout for the performance periods ending each year valued at each year’s closing price; and (v) for restricted stock grants, the value of grants vesting in each year valued at each year’s closing price. The increase in Mr. Denault’s realized pay from 2018 to 2019 and decrease from 2019 to 2020 primarily reflects the impact on the value of long-term incentives of changes in the Company’s stock price and the Company’s TSR in relation to its peers over the periods presented.
|
|
Compensation
Element
|
| |
Form
|
| |
Performance
Metrics
|
| |
Primary
Purpose
|
| |
Vesting
Period
|
| |
Subject to
Clawback
|
|
|
Base Salary
|
| |
Cash
|
| |
N/A
|
| |
Provides a base level of competitive cash compensation for executive talent.
|
| |
N/A
|
| |
N/A
|
|
|
Annual
Incentive
|
| |
Cash
|
| |
ETR Tax Adjusted EPS (50%)
ETR Adjusted OCF (50%)
|
| |
Motivates and rewards executives for performance on key financial measures during the year.
|
| |
1 year
|
| |
✔
|
|
|
Long-Term
Performance
Units
|
| |
Equity
|
| |
Relative TSR (80%)
Cumulative ETR Adjusted EPS (20%)
|
| |
Focuses our executives on building long-term shareholder value, growing earnings and increases our executives’ ownership of our common stock.
|
| |
3 years
|
| |
✔
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 51
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Compensation
Element
|
| |
Form
|
| |
Performance
Metrics
|
| |
Primary
Purpose
|
| |
Vesting
Period
|
| |
Subject to
Clawback
|
|
|
Stock Options
|
| |
Equity
|
| |
N/A
|
| |
Align interests of executives with long-term shareholder value, provide competitive compensation, and increase our executives’ ownership in our common stock.
|
| |
3 years
|
| |
✔
|
|
|
Restricted
Stock
|
| |
Equity
|
| |
N/A .
|
| |
Aligns interests of executives with long-term shareholder value, provides competitive compensation, retains executive talent and increases our executives’ ownership in our common stock
|
| |
3 years
|
| |
✔
|
|
➢
|
Market Data for Compensation Comparison
|
•
|
published and private compensation survey data compiled by Pay Governance;
|
•
|
both utility and general industry data to determine total cash compensation (base salary and annual incentive) for non-industry specific roles;
|
•
|
data from utility companies to determine total cash compensation for management roles that are utility-specific, such as Group President, Utility Operations; and
|
•
|
utility market data to determine long-term incentives for all positions.
|
➢
|
How the Personnel Committee Uses Market Data
|
➢
|
Proxy Peer Group
|
|
AES Corporation
|
| |
Consolidated Edison Inc.
|
| |
El Paso Electric Co.*
|
| |
Pinnacle West Capital Corporation
|
|
|
Ameren Corporation
|
| |
Dominion Energy
|
| |
Eversource Energy
|
| |
Public Service Enterprise Group Inc.
|
|
|
American Electric Power Co. Inc.
|
| |
DTE Entergy Company
|
| |
Exelon Corporation
|
| |
Southern Company
|
|
|
American Water Works Company, Inc.
|
| |
Duke Energy Corporation
|
| |
FirstEnergy Corporation
|
| |
Xcel Energy Inc.
|
|
|
CenterPoint Energy Inc.
|
| |
Edison International
|
| |
NextEra Energy, Inc.
|
| |
|
|
*
|
El Paso Electric Co. is no longer included in the Philadelphia Utility Index.
|
52 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
NEO
|
| |
2019 Base Salary
|
| |
2020 Base Salary
|
|
|
Leo P. Denault
|
| |
$1,260,000
|
| |
$1,260,000
|
|
|
Andrew S. Marsh
|
| |
$650,000
|
| |
$690,000
|
|
|
A. Christopher Bakken, III
|
| |
$654,078
|
| |
$673,700
|
|
|
Marcus V. Brown
|
| |
$666,250
|
| |
$690,000
|
|
|
Roderick K. West
|
| |
$714,013
|
| |
$731,863
|
|
•
|
The committee’s goal is to establish performance measures that are consistent with the Company’s strategy and business objectives for the upcoming year, as reflected in its strategic plan, and are designed to drive results that represent a high level of achievement.
|
•
|
These measures are approved based on a comprehensive review by the full Board of the Company’s strategic plan, conducted in December of the preceding year and updated in January to reflect key drivers of anticipated changes in performance from the preceding year.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 53
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
•
|
Take into account changes in the business environment and specific challenges and opportunities facing the Company;
|
•
|
Reflect an appropriate balancing of the various risks and opportunities recognized at the time the targets are set; and
|
•
|
Are aligned with external expectations communicated to our shareholders.
|
•
|
They are based on objective financial measures that we and our investors consider to be important in evaluating our financial performance;
|
•
|
They are based on the same metrics we use for internal and external financial reporting; and
|
•
|
They provide both discipline and transparency.
|
54 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
|
| |
Weight
|
| |
Performance Goals(1)
|
| |||||||||
|
Minimum
|
| |
Target
|
| |
Maximum
|
| |
2020 Results(2)
|
| ||||||
|
ETR Tax Adjusted EPS ($)
|
| |
50%
|
| |
5.04
|
| |
5.60
|
| |
6.16
|
| |
6.90
|
|
|
ETR Adjusted OCF ($ billion)
|
| |
50%
|
| |
3.070
|
| |
3.450
|
| |
3.830
|
| |
3.127
|
|
|
EAM as % of Target
|
| |
|
| |
25%
|
| |
100%
|
| |
200%
|
| |
120%
|
|
(1)
|
Payouts for performance between achievement levels are calculated using straight-line interpolation, with no payouts for performance below the minimum achievement level for both performance measures.
|
(2)
|
See Appendix A for the reconciliation of non-GAAP financial measures to GAAP results.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 55
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
NEO
|
| |
Base Salary
|
| |
Target as
Percentage of
Base Salary
|
| |
Payout as
Percentage of
Target(1)
|
| |
2020 Annual
Incentive Award
|
|
|
Leo P. Denault
|
| |
$1,260,000
|
| |
140%
|
| |
120%
|
| |
$2,116,800
|
|
|
Andrew S. Marsh
|
| |
$690,000
|
| |
85%
|
| |
120%
|
| |
$703,800
|
|
|
A. Christopher Bakken, III
|
| |
$673,700
|
| |
75%
|
| |
115%
|
| |
$581,066
|
|
|
Marcus V. Brown
|
| |
$690,000
|
| |
80%
|
| |
120%
|
| |
$662,400
|
|
|
Roderick K. West
|
| |
$731,863
|
| |
80%
|
| |
115%
|
| |
$673,314
|
|
(1)
|
The NEOs could earn a payout ranging from 0% to 200% of their target opportunity.
|
56 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
NEO
|
| |
LTI Grant Date Value
|
|
|
Leo P. Denault
|
| |
$8,067,003
|
|
|
Andrew S. Marsh
|
| |
$2,466,822
|
|
|
A. Christopher Bakken, III
|
| |
$2,001,955
|
|
|
Marcus V. Brown
|
| |
$1,953,684
|
|
|
Roderick K. West
|
| |
$2,167,838
|
|
•
|
Each performance unit represents one share of our common stock at the end of the three-year performance period, plus dividends accrued during the performance period.
|
•
|
The performance units and accrued dividends on any shares earned during the performance period are settled in shares of Entergy common stock.
|
•
|
The Personnel Committee sets payout opportunities for the program at the outset of each performance period.
|
•
|
No payout if the TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and Cumulative ETR Adjusted EPS is below the minimum performance goal.
|
•
|
All shares paid out under the LTIP are required to be retained by our executive officers until applicable executive stock ownership requirements are met.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 57
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Performance Measures(1)
|
| |
LTIP
Measure Weight
|
| |
Payout
|
|
|
Relative TSR
|
| |
80%
|
| |
Minimum (25%) – Bottom of 3rd Quartile
Target (100%) – Median Percentile
Maximum (200%) – Top Quartile
|
|
|
Cumulative ETR Adjusted Earnings Per Share
|
| |
20%
|
| |
Minimum (25%) – $16.07
Target (100%) – $17.85
Maximum (200%) – $19.63
|
|
(1)
|
Payouts for performance between achievement levels are calculated using straight-line interpolation, with no payouts for performance below the minimum achievement level with respect to the applicable performance measure.
|
•
|
The Personnel Committee chose relative TSR as a 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 levels 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 Personnel 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 deemed to be comparable to the Company in terms of business and scale.
|
•
|
Cumulative ETR Adjusted Earnings Per Share, which adjusts Entergy’s as reported (GAAP) results to eliminate the impact of EWC and other non-routine items, was selected in 2020 as a performance measure because the committee wished to incentivize management to achieve steady, predictable earnings growth for the Company over the three-year performance period, and because it aligns with the earnings measure used to communicate the Company’s earnings expectations externally to investors.
|
•
|
In a manner similar to the way targets are established for the annual incentives, targets for the Cumulative ETR Adjusted EPS performance measure were established by the Personnel Committee after the Board‘s review of Entergy’s financial plan for the three-year period beginning in 2020 and are consistent with the earnings expectations for the Company that were communicated to investors. These targets also incorporate the Pre-Determined Exclusions discussed previously with respect to the annual incentive measures.
|
58 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
NEO
|
| |
2020 – 2022
Target LTIP
Performance Units
|
| |
Stock Options
|
| |
Shares of Restricted Stock
|
|
|
Leo P. Denault
|
| |
31,263
|
| |
117,990
|
| |
12,505
|
|
|
Andrew S. Marsh
|
| |
9,560
|
| |
36,079
|
| |
3,824
|
|
|
A. Christopher Bakken, III
|
| |
7,758
|
| |
29,279
|
| |
3,104
|
|
|
Marcus V. Brown
|
| |
7,571
|
| |
28,574
|
| |
3,029
|
|
|
Roderick K. West
|
| |
8,401
|
| |
31,705
|
| |
3,361
|
|
|
Performance Measures(1)
|
| |
LTIP
Measure Weight
|
| |
Payout
|
|
|
Relative TSR
|
| |
50%
|
| |
Minimum (25%) – Bottom of 3rd Quartile
Target (100%) – Median Percentile
Maximum (200%) – Top Quartile
|
|
|
Cumulative Adjusted UP&O EPS ($)
|
| |
50%
|
| |
Minimum (25%) – $13.68
Target (100%) – $15.20
Maximum (200%) – $16.72
|
|
(1)
|
Payouts for performance between achievement levels are calculated using straight-line interpolation, with no payouts for performance below the minimum achievement level.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 59
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
•
|
| |
AES Corporation
|
| |
•
|
| |
Edison International
|
|
|
•
|
| |
Ameren Corporation
|
| |
•
|
| |
Eversource Energy
|
|
|
•
|
| |
American Electric Power Co. Inc.
|
| |
•
|
| |
Exelon Corporation
|
|
|
•
|
| |
American Water Works Company, Inc.
|
| |
•
|
| |
FirstEnergy Corporation
|
|
|
•
|
| |
CenterPoint Energy Inc.
|
| |
•
|
| |
NextEra Energy, Inc.
|
|
|
•
|
| |
Consolidated Edison Inc.
|
| |
•
|
| |
PG&E Corporation
|
|
|
•
|
| |
Dominion Energy
|
| |
•
|
| |
Public Service Enterprise Group Inc.
|
|
|
•
|
| |
DTE Entergy Company
|
| |
•
|
| |
Southern Company
|
|
|
•
|
| |
Duke Energy Corporation
|
| |
•
|
| |
Xcel Energy, Inc.
|
|
|
NEO
|
| |
2018 – 2020
Target
|
| |
Number of
Shares Issued(1)
|
| |
Value of Shares
Actually Issued(2)
|
| |
Grant Date
Fair Value(3)
|
|
|
Leo P. Denault
|
| |
42,700
|
| |
59,718
|
| |
$5,680,376
|
| |
$3,519,121
|
|
|
Andrew S. Marsh
|
| |
7,900
|
| |
11,048
|
| |
$1,050,886
|
| |
$651,079
|
|
|
A. Christopher Bakken, III
|
| |
7,900
|
| |
11,048
|
| |
$1,050,886
|
| |
$651,079
|
|
|
Marcus V. Brown
|
| |
7,900
|
| |
11,048
|
| |
$1,050,886
|
| |
$651,079
|
|
|
Roderick K. West
|
| |
7,900
|
| |
11,048
|
| |
$1,050,886
|
| |
$651,079
|
|
(1)
|
Includes accrued dividends.
|
(2)
|
Value determined based on the closing price of our common stock on January 19, 2021 ($95.12), the date the Personnel Committee certified the 2018 – 2020 performance period results.
|
(3)
|
Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules as reflected in the 2018 Summary Compensation Table.
|
60 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
Plan Type
|
| |
Description
|
| |||
|
Retirement Plans
|
| |
Company-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.
|
|
|
|
| |
•
|
| |
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.
|
|
|
|
| |
•
|
| |
Pension Equalization Plan – a non-qualified pension restoration plan for a select group of management or highly compensated employees who participate in the Entergy Retirement Plan.
|
|
|
|
| |
•
|
| |
Cash Balance Equalization Plan – a non-qualified restoration plan for a select group of management or highly compensated employees who participate in the Cash Balance Plan.
|
|
|
|
| |
•
|
| |
System Executive Retirement Plan – a non-qualified supplemental retirement plan for individuals who became executive officers before July 1, 2014.
|
|
|
|
| |
|
| |
|
|
|
|
| |
See 2020 Pension Benefits beginning on page 70 of this Proxy Statement for additional information regarding the operation of the plans described above.
|
| |||
|
Savings Plan
|
| |
Company-sponsored 401(k) Savings Plan that covers a broad group of employees.
|
| |||
|
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 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.
|
| |||
|
2020 Perquisites
|
| |
Corporate aircraft usage and annual mandatory physical exams. The NEOs do not receive tax gross ups on any benefits. For additional information regarding perquisites, see the “All Other Compensation” column in the 2020 Summary Compensation Table on page 65 of this Proxy Statement.
|
| |||
|
Deferred Compensation
|
| |
The NEOs are eligible to defer up to 100% of their base salary and annual incentive awards into the Company-sponsored Executive Deferred Compensation Plan. As of December 31, 2020, none of the NEOs participated in this plan.
|
| |||
|
Executive Disability Plan
|
| |
Eligible individuals who become disabled under the terms of the plan are eligible for 65% of the difference between their annual base salary and $276,923 (the annual base salary that produces the maximum $15,000 monthly disability payment under our general long-term disability plan).
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 61
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
•
|
the payment was based on the achievement of certain financial results that were subsequently determined to be the subject of a material restatement other than a restatement due to changes in accounting policy; or a material miscalculation of a performance award occurs, whether or not the financial statements were restated and, in either case, a lower payment would have been made to the executive officer based upon the restated financial results or correct calculation; or
|
•
|
in the Board of Directors’ view, the executive officer engaged in fraud that caused or partially caused the need for a restatement or caused a material miscalculation of a performance award, in each case, whether or not the financial statements were restated.
|
62 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
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
|
|
•
|
all net after-tax shares paid out under our LTIP;
|
•
|
all net after-tax shares of our restricted stock and restricted stock units received upon vesting; and
|
•
|
at least 75% of the after-tax net shares received upon the exercise of Company stock options.
|
•
|
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 the Company’s executive officers;
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 63
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
•
|
Neither Pay Governance nor any of its principals own any shares of our common stock; and
|
•
|
The amount of fees paid to Pay Governance is less than 1% of Pay Governance’s total consulting income.
|
|
Karen A. Puckett, Chair
|
| |
Alexis M. Herman
|
|
|
John R. Burbank
|
| |
Blanche L. Lincoln
|
|
64 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
|
|
Name and
Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Bonus(2)
|
| |
Stock
Awards(3)
|
| |
Option
Awards(4)
|
| |
Non-Equity
Incentive
Plan
Compensation(5)
|
| |
Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings(6)
|
| |
All
Other
Compensation(7)
|
| |
Total
|
| |
Total Without
Change in
Pension
Value(8)
|
|
|
Leo P. Denault
Chairman of the Board and Chief Executive Officer
|
| |
2020
|
| |
$1,308,462
|
| |
$—
|
| |
$6,716,017
|
| |
$1,350,986
|
| |
$2,116,800
|
| |
$4,416,700
|
| |
$289,632
|
| |
$16,198,597
|
| |
$11,781,897
|
|
|
2019
|
| |
$1,260,000
|
| |
$—
|
| |
$5,391,253
|
| |
$1,282,994
|
| |
$2,416,680
|
| |
$3,704,500
|
| |
$208,822
|
| |
$14,264,249
|
| |
$10,559,749
|
| |||
|
2018
|
| |
$1,251,346
|
| |
$—
|
| |
$4,744,977
|
| |
$1,168,029
|
| |
$2,041,200
|
| |
$982,800
|
| |
$138,104
|
| |
$10,326,456
|
| |
$9,343,656
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Andrew S. Marsh
Executive Vice President and Chief Financial Officer
|
| |
2020
|
| |
$704,692
|
| |
$—
|
| |
$2,053,717
|
| |
$413,105
|
| |
$703,800
|
| |
$2,054,000
|
| |
$77,741
|
| |
$6,007,055
|
| |
$3,953,055
|
|
|
2019
|
| |
$641,923
|
| |
$—
|
| |
$1,579,663
|
| |
$375,914
|
| |
$712,400
|
| |
$1,554,300
|
| |
$69,863
|
| |
$4,934,063
|
| |
$3,379,763
|
| |||
|
2018
|
| |
$615,654
|
| |
$—
|
| |
$1,057,095
|
| |
$342,510
|
| |
$531,188
|
| |
$—
|
| |
$57,638
|
| |
$2,604,085
|
| |
$2,604,085
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
A. Christopher Bakken, III
Executive Vice President and Chief Nuclear Officer
|
| |
2020
|
| |
$693,819
|
| |
$196,223
|
| |
$1,666,710
|
| |
$335,245
|
| |
$581,066
|
| |
$115,100
|
| |
$85,846
|
| |
$3,674,009
|
| |
$3,558,909
|
|
|
2019
|
| |
$649,507
|
| |
$181,500
|
| |
$1,273,399
|
| |
$303,023
|
| |
$618,104
|
| |
$98,500
|
| |
$62,407
|
| |
$3,186,440
|
| |
$3,087,940
|
| |||
|
2018
|
| |
$632,967
|
| |
$181,500
|
| |
$1,041,479
|
| |
$283,095
|
| |
$544,959
|
| |
$108,700
|
| |
$452,012
|
| |
$3,244,712
|
| |
$3,136,012
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Marcus V. Brown
Executive Vice President and General Counsel
|
| |
2020
|
| |
$709,688
|
| |
$—
|
| |
$1,626,512
|
| |
$327,172
|
| |
$662,400
|
| |
$1,746,000
|
| |
$78,631
|
| |
$5,150,403
|
| |
$3,404,403
|
|
|
2019
|
| |
$661,563
|
| |
$—
|
| |
$1,248,839
|
| |
$297,182
|
| |
$684,573
|
| |
$1,455,300
|
| |
$69,955
|
| |
$4,417,412
|
| |
$2,962,112
|
| |||
|
2018
|
| |
$644,231
|
| |
$—
|
| |
$1,041,479
|
| |
$283,095
|
| |
$546,000
|
| |
$371,800
|
| |
$61,885
|
| |
$2,948,490
|
| |
$2,576,690
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Roderick K. West
Group President, Utility Operations
|
| |
2020
|
| |
$754,742
|
| |
$—
|
| |
$1,804,816
|
| |
$363,022
|
| |
$673,314
|
| |
$1,976,400
|
| |
$59,730
|
| |
$5,632,024
|
| |
$3,655,624
|
|
|
2019
|
| |
$709,023
|
| |
$—
|
| |
$1,340,679
|
| |
$319,039
|
| |
$674,742
|
| |
$1,604,100
|
| |
$67,191
|
| |
$4,714,774
|
| |
$3,110,674
|
| |||
|
2018
|
| |
$690,581
|
| |
$—
|
| |
$1,057,095
|
| |
$297,075
|
| |
$560,762
|
| |
$—
|
| |
$67,234
|
| |
$2,672,747
|
| |
$2,672,747
|
|
(1)
|
The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2020 changes in base salaries noted in the Compensation Discussion and Analysis were effective in April 2020. The 2020 base salary amounts include an amount attributable to an extra pay period that occurred in 2020 as the NEOs are paid on a bi-weekly basis.
|
(2)
|
The amount in column (d) in 2020, 2019 and 2018 represents the cash bonus paid to Mr. Bakken pursuant to the Nuclear Retention Plan. See “Nuclear Retention Plan” in Compensation Discussion and Analysis.
|
(3)
|
The amounts in column (e) represent the aggregate grant date fair value of restricted stock, performance units, and restricted stock units granted under the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the “2015 EOP”) and the 2019 OIP (together with the 2015 EOP, the “Equity Plans”), each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock and half of the performance units is based on the closing price of the Company’s common stock on the date of grant. The grant date fair value of the portion of the performance units with vesting based on 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 TSR and Cumulative ETR Adjusted EPS for performance units granted in 2020 are as follows: Mr. Denault, $8,235,925; Mr. Marsh, $2,518,486; Mr. Bakken $2,043,768; Mr. Brown, $1,994,504; and Mr. West, $2,213,159.
|
(4)
|
The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the Equity Plans 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 in our Form 10-K for the year ended December 31, 2020.
|
(5)
|
The amounts in column (g) represent annual incentive award cash payments made under the 2019 OIP.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 65
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
(6)
|
For all NEOs, the amounts in column (h) include the annual actuarial increase in the present value of these NEOs’ benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements and include amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. The increase in pension benefits for all of the NEOs in 2020 was driven by a decline in the discount rate that was a result of the decrease in prevailing interest rates. None of the increase for any of the NEOs is attributable to above-market or preferential earnings on non-qualified deferred compensation. See the 2020 Pension Benefits Table on page 70 of this Proxy Statement. For 2018, the aggregate change in the actuarial present value of Messrs. Marsh and West’s pension benefits was a decrease of $163,000 and $149,300, respectively.
|
(7)
|
The amounts set forth in column (i) for 2020 include (a) matching contributions by the Company under the Savings Plan to each of the NEOs; (b) dividends paid on restricted stock when vested; (c) life insurance premiums; and (d) perquisites and other compensation as described below. The amounts are listed in the following table:
|
|
|
| |
Leo P.
Denault
|
| |
Andrew S.
Marsh
|
| |
A. Christopher
Bakken, III
|
| |
Marcus V.
Brown
|
| |
Roderick K.
West
|
|
|
Company Contribution – Savings Plan
|
| |
$11,970
|
| |
$11,970
|
| |
$17,100
|
| |
$11,970
|
| |
$11,970
|
|
|
Dividends Paid on Restricted Stock
|
| |
$173,952
|
| |
$59,177
|
| |
$52,032
|
| |
$56,953
|
| |
$41,931
|
|
|
Life Insurance Premiums
|
| |
$11,484
|
| |
$6,594
|
| |
$12,415
|
| |
$7,482
|
| |
$4,002
|
|
|
Perquisites and Other Compensation
|
| |
$92,226
|
| |
$—
|
| |
$4,299
|
| |
$2,226
|
| |
$1,827
|
|
|
Total
|
| |
$289,632
|
| |
$77,741
|
| |
$85,846
|
| |
$78,631
|
| |
$59,730
|
|
(8)
|
The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to the Company’s performance and are outside the control of the Personnel Committee.
|
|
NEO
|
| |
Personal Use of
Corporate Aircraft
|
| |
Executive
Physical Exams
|
|
|
Leo P. Denault
|
| |
X
|
| |
X
|
|
|
Andrew S. Marsh
|
| |
|
| |
X
|
|
|
A. Christopher Bakken, III
|
| |
|
| |
X
|
|
|
Marcus V. Brown
|
| |
X
|
| |
X
|
|
|
Roderick K. West
|
| |
|
| |
X
|
|
66 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
|
| |
|
| |
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future Payouts
under Equity Incentive Plan
Awards(2)
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||
|
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |
All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#)(3)
|
| |
All Other
Option
Awards:
Number
of
Securities
Under-
lying
Options (#)(4)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant
Date Fair
Value of
Stock
and
Option
Awards(5)
|
|
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
|
|
Leo P. Denault
|
| |
1/30/20
|
| |
$—
|
| |
$1,764,000
|
| |
$3,528,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
1/30/20
|
| |
|
| |
|
| |
|
| |
7,816
|
| |
31,263
|
| |
62,526
|
| |
|
| |
|
| |
|
| |
$5,068,858
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,505
|
| |
|
| |
|
| |
$1,647,159
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
117,990
|
| |
$131.72
|
| |
$1,350,986
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Andrew S. Marsh
|
| |
1/30/20
|
| |
$—
|
| |
$586,500
|
| |
$1,173,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
1/30/20
|
| |
|
| |
|
| |
|
| |
2,390
|
| |
9,560
|
| |
19,120
|
| |
|
| |
|
| |
|
| |
$1,550,020
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,824
|
| |
|
| |
|
| |
$503,697
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
36,079
|
| |
$131.72
|
| |
$413,105
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
A Christopher Bakken, III
|
| |
1/30/20
|
| |
$—
|
| |
$505,275
|
| |
$1,010,550
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
1/30/20
|
| |
|
| |
|
| |
|
| |
1,940
|
| |
7,758
|
| |
15,516
|
| |
|
| |
|
| |
|
| |
$1,257,851
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,104
|
| |
|
| |
|
| |
$408,859
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
29,279
|
| |
$131.72
|
| |
$335,245
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Marcus V. Brown
|
| |
1/30/20
|
| |
$—
|
| |
$552,000
|
| |
$1,104,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
1/30/20
|
| |
|
| |
|
| |
|
| |
1,893
|
| |
7,571
|
| |
15,142
|
| |
|
| |
|
| |
|
| |
$1,227,532
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,029
|
| |
|
| |
|
| |
$398,980
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
28,574
|
| |
$131.72
|
| |
$327,172
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Roderick K. West
|
| |
1/30/20
|
| |
$—
|
| |
$585,490
|
| |
$1,170,980
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
1/30/20
|
| |
|
| |
|
| |
|
| |
2,100
|
| |
8,401
|
| |
16,802
|
| |
|
| |
|
| |
|
| |
$1,362,105
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,361
|
| |
|
| |
|
| |
$442,711
|
| |||
|
1/30/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
31,705
|
| |
$131.72
|
| |
$363,022
|
|
(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 Summary Compensation Table.
|
(2)
|
The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the LTIP. Performance under the program is measured using two performance measures—the Company’s TSR relative to the TSR of the companies included in the Philadelphia Utility Index and Cumulative ETR Adjusted EPS with TSR weighted eighty percent and Cumulative ETR Adjusted EPS weighted twenty percent. There is no payout under the program if the Company’s TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and Cumulative ETR Adjusted EPS is below the minimum performance goal. Subject to achievement of performance targets, each unit will be converted into one share of the Company’s common stock on the last day of the performance period (December 31, 2022). Accrued dividends on the shares earned will also be paid in Company 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 through 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 the Company’s common stock. The options vest one-third on each of the first through third anniversaries of the grant date and have a ten-year term from the date of grant. The options were granted under the 2019 OIP.
|
(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 Notes 3 and 4 to the 2020 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 67
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
|
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|
|
Leo P. Denault
|
| |
—
|
| |
117,990(1)
|
| |
|
| |
$131.72
|
| |
1/30/2030
|
| |
|
| |
|
| |
|
| |
|
|
|
51,402
|
| |
102,804(2)
|
| |
|
| |
$89.19
|
| |
1/31/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
111,400
|
| |
55,700(3)
|
| |
|
| |
$78.08
|
| |
1/25/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
179,400
|
| |
—
|
| |
|
| |
$70.53
|
| |
1/26/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
167,000
|
| |
—
|
| |
|
| |
$70.56
|
| |
1/28/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
88,000
|
| |
—
|
| |
|
| |
$89.90
|
| |
1/29/2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
106,000
|
| |
—
|
| |
|
| |
$63.17
|
| |
1/30/2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
50,000
|
| |
—
|
| |
|
| |
$64.60
|
| |
1/31/2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,816(4)
|
| |
$780,324
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
81,016(5)
|
| |
$8,088,637
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
12,505(6)
|
| |
$1,248,499
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
10,173(7)
|
| |
$1,015,672
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
5,234(8)
|
| |
$522,563
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Andrew S. Marsh
|
| |
—
|
| |
36,079(1)
|
| |
|
| |
$131.72
|
| |
1/30/2030
|
| |
|
| |
|
| |
|
| |
|
|
|
15,060
|
| |
30,122(2)
|
| |
|
| |
$89.19
|
| |
1/31/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
32,666
|
| |
16,334(3)
|
| |
|
| |
$78.08
|
| |
1/25/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
44,000
|
| |
—
|
| |
|
| |
$70.53
|
| |
1/26/2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
45,000
|
| |
—
|
| |
|
| |
$70.56
|
| |
1/28/2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
24,000
|
| |
—
|
| |
|
| |
$89.90
|
| |
1/29/2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
35,000
|
| |
—
|
| |
|
| |
$63.17
|
| |
1/30/2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
32,000
|
| |
—
|
| |
|
| |
$64.60
|
| |
1/31/2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
10,000
|
| |
—
|
| |
|
| |
$71.30
|
| |
1/26/2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,000
|
| |
—
|
| |
|
| |
$72.79
|
| |
1/27/2021
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,390(4)
|
| |
$238,618
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
23,738(5)
|
| |
$2,370,002
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,824(6)
|
| |
$381,788
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,981(7)
|
| |
$297,623
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
1,734(8)
|
| |
$173,123
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
A. Christopher Bakken, III
|
| |
—
|
| |
29,279(1)
|
| |
|
| |
$131.72
|
| |
1/30/2030
|
| |
|
| |
|
| |
|
| |
|
|
|
—
|
| |
24,281(2)
|
| |
|
| |
$89.19
|
| |
1/31/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
13,500(3)
|
| |
|
| |
$78.08
|
| |
1/25/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,940(4)
|
| |
$193,640
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,136(5)
|
| |
$1,910,538
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,104(6)
|
| |
$309,903
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,403(7)
|
| |
$239,916
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
1,667(8)
|
| |
$166,433
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
20,000(9)
|
| |
$1,996,800
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
68 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
|
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|
|
Marcus V. Brown
|
| |
—
|
| |
28,574(1)
|
| |
|
| |
$131.72
|
| |
1/30/2030
|
| |
|
| |
|
| |
|
| |
|
|
|
—
|
| |
23,813(2)
|
| |
|
| |
$89.19
|
| |
1/31/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
13,500(3)
|
| |
|
| |
$78.08
|
| |
1/25/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,893(4)
|
| |
$188,972
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,766(5)
|
| |
$1,873,597
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,029(6)
|
| |
$302,415
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,357(7)
|
| |
$235,323
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
1,667(8)
|
| |
$166,433
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Roderick K. West
|
| |
—
|
| |
31,705(1)
|
| |
|
| |
$131.72
|
| |
1/30/2030
|
| |
|
| |
|
| |
|
| |
|
|
|
—
|
| |
25,564(2)
|
| |
|
| |
$89.19
|
| |
1/31/2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
14,167(3)
|
| |
|
| |
$78.08
|
| |
1/25/2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,100(4)
|
| |
$209,689
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,146(5)
|
| |
$2,011,377
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,361(6)
|
| |
$335,562
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,530(7)
|
| |
$252,595
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
1,734(8)
|
| |
$173,123
|
| |
|
| |
|
|
(1)
|
Consists of options granted under the 2019 OIP; 1/3 of the options vested on January 30, 2021 and one-third of the remaining options will vest on January 30, 2022 and January 30, 2023.
|
(2)
|
Consists of options granted under the 2015 EOP; 1/2 of the options vested on January 31, 2021 and the remaining options will vest on January 30, 2022.
|
(3)
|
Consists of options granted under the 2015 EOP that vested on 1/25/2021.
|
(4)
|
Consists of performance units granted under the 2019 OIP that will vest on December 31, 2022 based on two performance measures—the Company’s TSR and Cumulative ETR Adjusted EPS over the 2020 – 2022 performance period with TSR weighted eighty percent and Cumulative ETR Adjusted EPS weighted twenty percent, as described under “What We Pay and Why – Long-Term Incentive Compensation – 2020 Long-Term Incentive Award Mix – Long-Term Incentive Performance Program” in the Compensation Discussion and Analysis.
|
(5)
|
Consists of performance units granted under the 2015 EOP that will vest on December 31, 2021 based on two performance measures – the Company’s TSR and Cumulative ETR Adjusted EPS over the 2019 – 2021 performance period with TSR weighted eighty percent and Cumulative ETR Adjusted EPS 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 30, 2021 and one-third of the remaining shares will vest on January 30, 2022, and January 30, 2023.
|
(7)
|
Consists of shares of restricted stock granted under the 2015 EOP; 1/2 of the shares of restricted stock vested on January 31, 2021 and the remaining shares of restricted stock will vest on January 31, 2022.
|
(8)
|
Consists of shares of restricted stock granted under the 2015 EOP that vested on January 25, 2021.
|
(9)
|
Consists of restricted stock units granted under the 2015 EOP which will vest 1/2 on each of April 6, 2022 and April 6, 2025.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 69
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
|
| |
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)
|
|
|
Leo P. Denault
|
| |
—
|
| |
$—
|
| |
77,044
|
| |
$7,935,333
|
|
|
Andrew S. Marsh
|
| |
—
|
| |
$—
|
| |
37,861
|
| |
$3,959,325
|
|
|
A. Christopher Bakken, III
|
| |
38,174
|
| |
$1,954,334
|
| |
16,051
|
| |
$1,701,473
|
|
|
Marcus V. Brown
|
| |
40,075
|
| |
$2,081,630
|
| |
16,366
|
| |
$1,742,234
|
|
|
Roderick K. West
|
| |
97,249
|
| |
$4,940,267
|
| |
15,436
|
| |
$1,621,930
|
|
(1)
|
Represents the value of performance units for the 2018 – 2020 performance period (payable solely in shares based on the closing stock price of the Company on the date of vesting) under the LTIP and the vesting of shares of restricted stock in 2020.
|
|
Name
|
| |
Plan Name
|
| |
Number
of Years
Credited
Service
|
| |
Present
Value of
Accumulated
Benefit
|
| |
Payments
During
2020
|
|
|
Leo P. Denault(1)(2)
|
| |
System Executive Retirement Plan
|
| |
30.00
|
| |
$30,747,600
|
| |
$—
|
|
|
|
| |
Entergy Retirement Plan
|
| |
21.83
|
| |
$1,230,700
|
| |
$—
|
|
|
Andrew S. Marsh
|
| |
System Executive Retirement Plan
|
| |
22.37
|
| |
$6,543,400
|
| |
$—
|
|
|
|
| |
Entergy Retirement Plan
|
| |
22.37
|
| |
$944,000
|
| |
$—
|
|
|
A. Christopher Bakken, III
|
| |
Cash Balance Equalization Plan
|
| |
4.74
|
| |
$287,400
|
| |
$—
|
|
|
|
| |
Cash Balance Plan
|
| |
4.74
|
| |
$95,800
|
| |
$—
|
|
|
Marcus V. Brown(1)
|
| |
System Executive Retirement Plan
|
| |
25.74
|
| |
$7,889,100
|
| |
$—
|
|
|
|
| |
Entergy Retirement Plan
|
| |
25.74
|
| |
$1,385,300
|
| |
$—
|
|
|
Roderick K. West
|
| |
System Executive Retirement Plan
|
| |
21.75
|
| |
$7,667,200
|
| |
$—
|
|
|
|
| |
Entergy Retirement Plan
|
| |
21.75
|
| |
$994,300
|
| |
$—
|
|
(1)
|
As of December 31, 2020, Mr. Denault and Mr. Brown were retirement eligible.
|
(2)
|
In 2006, Mr. Denault entered into a retention agreement granting him additional years of service and permission to retire under the non-qualified System Executive Retirement Plan (“SERP”) in the event his employment is terminated by his Entergy employer other than for cause (as defined in the retention agreement), by Mr. Denault for good reason (as defined in the retention agreement), or on account of his death or disability. His retention agreement also provides that if he terminates employment for any other reason, he shall be entitled to up to an additional 15 years of service under the non-qualified SERP only if his Entergy employer grants him permission to retire, subject to the overall 30 year cap on service credit under the SERP. The amount reflected in the table for the SERP is calculated based on 30 years of service. The additional years of service credited to Mr. Denault under his retention agreement increased the present value of Mr. Denault’s benefit by $4,020,200.
|
70 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
|
| |
Entergy Retirement Plan
|
| |
Cash Balance Plan
|
|
|
Eligible NEOs
|
| |
• Leo P. Denault
• Andrew S. Marsh
• Marcus V. Brown
• Roderick K. West
|
| |
A. Christopher Bakken, III
|
|
|
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 or a single lump sum distribution.
|
| |
Benefits are payable as an annuity or single lump sum distribution.
|
|
|
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 Internal Revenue Code of 1986, as amended (the “Code”), limitations, 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.
|
| |
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 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
|
| |
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 can 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
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 71
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
|
| |
Pension Equalization
Plan
|
| |
Cash Balance Equalization Plan
|
| |
System Executive
Retirement Plan
|
|
|
Eligible NEOs
|
| |
• Leo P. Denault
• Andrew S. Marsh
• Marcus V. Brown
• Roderick K. West
|
| |
• A. Christopher Bakken, III
|
| |
• Leo P. Denault
• Andrew S. Marsh
• Marcus V. Brown
• Roderick K. West
|
|
|
Eligibility
|
| |
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 awards as eligible earnings and without applying Code limitations 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 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 (including supplemental service granted under the plan) 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 3 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.
|
|
72 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
|
| |
Pension Equalization
Plan
|
| |
Cash Balance Equalization Plan
|
| |
System Executive
Retirement Plan
|
|
|
Benefit Timing
|
| |
Payable at age 65.
Benefits 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 6 month delay required under Code Section 409A.
|
| |
Payable upon separation from service subject to 6 month delay required under Code Section 409A.
|
| |
Payable at age 65.
Prior 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 6 month delay required under Code Section 409A.
|
|
1)
|
Effective July 1, 2014, (a) no new grants of supplemental service may be provided to participants in the PEP; (b) supplemental credited service granted prior to July 1, 2014 was grandfathered; and (c) participants in the Company’s Cash Balance Plan are not eligible to participate in the PEP and instead may be eligible to participate in the Cash Balance Equalization Plan.
|
2)
|
Benefits accrued under our SERP, PEP and Cash Balance Equalization Plan, 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 6 months under Code Section 409A.
|
3)
|
The SERP was closed to new executive officers effective July 1, 2014.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 73
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Compensation Element
|
| |
Payment
|
|
|
Severance*
|
| |
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, 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
|
| |
Under the 2015 EOP and the performance unit agreements in respect of the 2019 – 2021 performance period, participants would forfeit outstanding performance units, and in lieu of any payment for any outstanding performance period, would receive a single-lump sum payment calculated by multiplying the target performance units for the most recent performance period preceding (but not including) the calendar year in which termination occurs by the closing price of Entergy’s common stock as of the later of the date of such termination or the date of the Change in Control. Under the 2019 OIP and the performance unit agreements in respect of the 2020 – 2022 performance unit period, 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, shares of restricted stock and restricted stock units will vest immediately upon a Qualifying Termination pursuant to the terms of the Equity Plans.
|
|
|
Retirement Benefits
|
| |
Benefits already accrued under our SERP, PEP and Cash Balance Equalization Plan, 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 ranging from 12 to 18 months.
|
|
*
|
Cash severance payments are capped at 2.99 times the sum of (a) an executive’s annual base salary, plus (b) the higher of his or her actual annual incentive payment under the annual incentive program 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. Any cash severance payments to be paid under the Continuity Plan in excess of this cap will be forfeited by the participant.
|
74 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
•
|
Change in Control: (a) the purchase of 30% or more of either our common stock or the combined voting power of our voting securities; (b) the merger or consolidation of the Company (unless our 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 our assets; or (d) a change in the composition of our Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of our Board at the end of the period.
|
•
|
Potential Change in Control: (a) the Company or an affiliate enters into an agreement the consummation of which would constitute a Change in Control; (b) the 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 outstanding shares of common stock of the Company constituting 20% or more of the voting power or value of the Company’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 us or any of our subsidiaries; (c) conviction or guilty or nolo contendere plea to a felony or other crime that materially and adversely affects either his or her ability to perform his or her duties or our reputation; (d) material violation of any agreement with us or any of our subsidiaries; or (e) disclosure of any of our 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) Entergy employer purports to terminate his employment other than in accordance with the Continuity Plan.
|
|
Termination Event
|
| |
Severance
|
| |
Annual Incentive
|
| |
Stock Options
|
| |
Restricted Stock
|
| |
Performance Units
|
|
|
Voluntary Resignation
|
| |
None
|
| |
Forfeited*
|
| |
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**
|
|
|
Termination for Cause
|
| |
None
|
| |
Forfeited
|
| |
Forfeited
|
| |
Forfeited
|
| |
Forfeited
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 75
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
|
Termination Event
|
| |
Severance
|
| |
Annual Incentive
|
| |
Stock Options
|
| |
Restricted Stock
|
| |
Performance Units
|
|
|
Retirement
|
| |
None
|
| |
Pro-rated based on number of days employed during the performance period
|
| |
Unvested stock options granted before 2020 vest on the retirement date and expire the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date. Unvested stock options, granted in 2020 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 original 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 the earlier of (i) five years from the termination date and (ii) the option’s normal expiration date
|
| |
Fully Vest
|
| |
Officers are eligible for a pro-rated award based on actual performance and full months of service during the performance period
|
|
*
|
If an officer resigns after the completion of an annual incentive program performance period, he or she may receive, at the Company’s discretion, an annual incentive payment.
|
**
|
If an officer resigns after the completion of a LTIP performance period, he or she will receive a payout under the LTIP based on the outcome of the performance period.
|
76 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
Benefits and
Payments
Upon
Termination
|
| |
Voluntary
Resignation
|
| |
For
Cause
|
| |
Termination
for Good
Reason or
Not for
Cause
|
| |
Retirement
|
| |
Disability
|
| |
Death
|
| |
Termination
Related to a
Change in
Control
|
|
|
Leo P. Denault(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$10,993,273
|
|
|
Performance Units(3)(4)
|
| |
—
|
| |
—
|
| |
$4,512,768
|
| |
$3,736,712
|
| |
$4,512,768
|
| |
$4,512,768
|
| |
$5,902,641
|
|
|
Stock Options
|
| |
—
|
| |
—
|
| |
$2,306,895
|
| |
$2,306,895
|
| |
$2,306,895
|
| |
$2,306,895
|
| |
$2,306,895
|
|
|
Restricted Stock
|
| |
—
|
| |
—
|
| |
$2,966,300
|
| |
—
|
| |
$2,966,300
|
| |
$2,966,300
|
| |
$2,966,300
|
|
|
Welfare Benefits(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Andrew S. Marsh(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$3,622,500
|
|
|
Performance Units(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$1,108,224
|
| |
$1,108,224
|
| |
$1,146,862
|
|
|
Stock Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$676,227
|
| |
$676,227
|
| |
$676,227
|
|
|
Restricted Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$908,105
|
| |
$908,105
|
| |
$908,105
|
|
|
Welfare Benefits(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$29,862
|
|
|
A. Christopher Bakken III(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$3,435,870
|
|
|
Performance Units(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$895,065
|
| |
$895,065
|
| |
$1,086,858
|
|
|
Stock Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$552,353
|
| |
$552,353
|
| |
$552,353
|
|
|
Restricted Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$764,339
|
| |
$764,339
|
| |
$764,339
|
|
|
Welfare Benefits(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$22,248
|
|
|
Unvested Restricted Stock Units(7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$1,996,800
|
|
|
Marcus V. Brown(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$3,570,750
|
|
|
Performance Units(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
$876,595
|
| |
$876,595
|
| |
$876,595
|
| |
$1,080,668
|
|
|
Stock Options
|
| |
—
|
| |
—
|
| |
—
|
| |
$547,368
|
| |
$547,368
|
| |
$547,368
|
| |
$547,368
|
|
|
Restricted Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$751,664
|
| |
$751,664
|
| |
$751,664
|
|
|
Welfare Benefits(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Roderick K. West(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance Payment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$3,732,501
|
|
|
Performance Units(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$950,177
|
| |
$950,177
|
| |
$1,108,324
|
|
|
Stock Options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$580,531
|
| |
$580,531
|
| |
$580,531
|
|
|
Restricted Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$811,984
|
| |
$811,984
|
| |
$811,984
|
|
|
Welfare Benefits(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$29,862
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 77
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
1.
|
As of December 31, 2020, Mr. Denault and Mr. Brown are retirement eligible and would retire rather than voluntarily resign, and in addition to the payments and benefits in the table, Mr. Denault and Mr. Brown also would be entitled to receive their vested pension benefits under the Entergy Retirement Plan. For a description of these benefits, see “2020 Pension Benefits.”
|
2.
|
See “2020 Pension Benefits” for a description of the pension benefits Mr. Bakken, Mr. Marsh, and Mr. West may receive upon the occurrence of certain termination events.
|
3.
|
For purposes of the table, the value of Mr. Denault’s retention payment was calculated by taking an average of the target performance units from the 2016 – 2018 LTIP performance period (37,400) and from the 2017 – 2019 LTIP performance period (48,700). This average number of units (45,200) multiplied by the closing price of Entergy stock on December 31, 2020 ($99.84) would equal a payment of $4,512,768.
|
4.
|
For purposes of the table, in the event of a qualifying termination related to a change in control, each NEO would receive a payment in respect of his performance units for the 2019 – 2021 performance period and a number of performance units for the 2020 – 2022 performance period, calculated as follows.
|
78 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
EXECUTIVE OFFICER COMPENSATION
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 79
|
|
EXECUTIVE OFFICER COMPENSATION
|
| |
|
|
5.
|
Upon retirement, Mr. Denault and Mr. Brown would be eligible for retiree medical and dental benefits, the same as all other retirees.
|
6.
|
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Bakken, Mr. Marsh and Mr. West would be eligible to receive Entergy-subsidized COBRA benefits for 18 months.
|
7.
|
Mr. Bakken’s 20,000 restricted stock units vest in two equal installments on April 6, 2022 and April 6, 2025. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Mr. Bakken’s Qualifying Termination during a change in control period. Pursuant to his restricted stock unit agreement, Mr. Bakken is subject to certain restrictions on his ability to compete with Entergy and its affiliates or solicit its employees or customers during and for 12 months after his employment with his Entergy employer. In addition, the restricted stock unit agreement limits Mr. Bakken’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. Bakken will forfeit any restricted stock units that are not yet vested and paid, and 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.
|
•
|
The median of the annual total compensation of all of our employees, other than Mr. Denault, was $152,733.
|
•
|
Mr. Denault’s annual total compensation, as reported in the total column of the 2020 Summary Compensation Table, was $16,198,597.
|
•
|
Based on this information, the ratio of the annual total compensation of Mr. Denault to the median of the annual total compensation of all employees is estimated to be 106:1.
|
80 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
COMPANY PROPOSAL
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 81
|
|
COMPANY PROPOSAL
|
| |
|
|
82 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
ENTERGY SHARE OWNERSHIP
|
|
Name(1)
|
| |
Shares(2)
|
| |
Options
Exercisable
Within 60 Days
|
| |
Stock Units(3)
|
|
|
Entergy Corporation
|
| |
|
| |
|
| |
|
|
|
A. Christopher Bakken, III
|
| |
17,254
|
| |
35,399
|
| |
—
|
|
|
Marcus V. Brown
|
| |
37,845
|
| |
34,930
|
| |
—
|
|
|
John R. Burbank
|
| |
3,353
|
| |
—
|
| |
784
|
|
|
Patrick J. Condon
|
| |
9,554
|
| |
—
|
| |
—
|
|
|
Leo P. Denault
|
| |
320,990
|
| |
899,634
|
| |
—
|
|
|
Kirkland H. Donald
|
| |
8,604
|
| |
—
|
| |
3,889
|
|
|
Brian W. Ellis
|
| |
285
|
| |
—
|
| |
—
|
|
|
Philip L. Frederickson
|
| |
8,147
|
| |
—
|
| |
805
|
|
|
Alexis M. Herman
|
| |
15,006
|
| |
—
|
| |
—
|
|
|
M. Elise Hyland
|
| |
1,670
|
| |
—
|
| |
784
|
|
|
Stuart L. Levenick
|
| |
23,141
|
| |
—
|
| |
—
|
|
|
Blanche L. Lincoln
|
| |
16,966
|
| |
—
|
| |
—
|
|
|
Andrew S. Marsh
|
| |
90,133
|
| |
281,147
|
| |
—
|
|
|
Karen A. Puckett
|
| |
9,554
|
| |
—
|
| |
—
|
|
|
Roderick K. West
|
| |
32,758
|
| |
37,517
|
| |
—
|
|
|
All directors and executive officers as a group (20) persons)
|
| |
676,874
|
| |
1,429,697
|
| |
6,262
|
|
(1)
|
The beneficial ownership of our common stock and stock-based units owned by each individual and by all of our directors and executive officers as a group does not exceed one percent of Entergy’s outstanding shares of common stock.
|
(2)
|
For our directors, the balances include phantom units that are issued under the Service Recognition Program. All non-employee directors are credited with phantom units for each year of service on the Board. These phantom units do not have voting rights, accrue dividends and will be settled in shares of Entergy common stock following the non-employee director’s separation from the Board. See “2020 Director Compensation – 2020 Director Compensation Table” for the amount of phantom units held by each non-employee director as of December 31, 2020.
|
(3)
|
Mr. Burbank, Mr. Donald, Mr. Frederickson and Ms. Hyland have deferred receipt of some of their quarterly stock grants. The deferred shares will be settled in cash in an amount equal to the market value of our common stock at the end of the deferral period.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 83
|
|
ENTERGY SHARE OWNERSHIP
|
| |
|
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership
|
| |
Percent of Class
|
|
|
BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
|
| |
14,459,677
|
| |
7.2%
|
|
|
|
| |
|
| |
|
|
|
State Street Corporation(2)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
| |
10,158,098
|
| |
5.07%
|
|
|
|
| |
|
| |
|
|
|
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
| |
22,922,660
|
| |
11.45%
|
|
|
Institutional
Shareholder
|
| |
Schedule
13G/13GA
Filing Date
|
| |
Sole Voting
Power
|
| |
Shared Voting
Power
|
| |
Sole Power To
Dispose or To
Direct the
Disposition
|
| |
Shared Power
To Dispose or
To Direct The
Disposition
|
|
|
BlackRock, Inc.(1)
|
| |
1/29/2021
|
| |
12,908,086
|
| |
0
|
| |
14,459,677
|
| |
0
|
|
|
State Street Corporation(2)
|
| |
2/9/2021
|
| |
0
|
| |
8,723,006
|
| |
0
|
| |
10,132,784
|
|
|
The Vanguard Group(3)
|
| |
2/10/2021
|
| |
0
|
| |
449,043
|
| |
21,925,931
|
| |
996,729
|
|
84 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
OTHER IMPORTANT INFORMATION
|
|
•
|
the number of shares of Company stock held by the shareholder;
|
•
|
the name and address of the candidate;
|
•
|
a brief biographical description of the candidate, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements discussed in “Board of Directors – Identifying Director Candidates;” and
|
•
|
the candidate’s signed consent to be named in the proxy statement and a representation of such candidates’ intent to serve as a director for the entire term if elected.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 85
|
|
Virtual Meeting Site:
|
| |
May 7, 2021
|
|
|
www.virtualshareholdermeeting.com/ETR2021
|
| |
10:00 a.m. Central Time
|
|
•
|
A replay of our Annual Meeting webcast will be available at our Investor Relations website at https://www.entergy.com and will remain there for at least one year.
|
•
|
A list of answers to investors’ questions received before and during the Annual Meeting will be available at the same website as long as such questions are applicable to our business and otherwise in compliance with the rules of conduct for the meeting.
|
•
|
The Notice of 2021 Annual Meeting of Shareholders;
|
•
|
This Proxy Statement for the Annual Meeting; and
|
•
|
Entergy’s Annual Report to Shareholders.
|
86 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 87
|
|
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
|
| |
|
|
•
|
Online Prior to the Annual Meeting. You may vote by proxy by visiting proxyvote.com and entering the control number found in your Notice of Internet Availability or other proxy materials. The availability of online voting may depend on the voting procedures of the organization that holds your shares.
|
•
|
Online During the Annual Meeting. You may vote online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ETR2021, entering the control number found in your Notice of Internet Availability or other proxy materials, and following the on-screen instructions. The availability of online voting may depend on the voting procedures of the organization that holds your shares. The meeting webcast will begin promptly at 10:00 a.m. Central Time. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your system.
|
•
|
Telephone. If you are located in the United States or Canada, you can vote your shares by calling 1-800-690-6903 and following the instructions on the proxy card. You may vote by telephone 24 hours a day.
|
•
|
Mobile Device. You can also vote your shares by scanning the QR code on your proxy card, Notice of Internet Availability of proxy materials, or voting instruction form.
|
•
|
Mail. If you received printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by proxy by filling out the card or form and returning it in the envelope provided.
|
88 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
|
|
•
|
written notice to the Secretary of the Company;
|
•
|
timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or
|
•
|
voting during the Annual Meeting.
|
•
|
Election of Directors (Proposal No. 1);
|
•
|
Advisory Vote to Approve Named Executive Officer Compensation (Proposal No. 3); and
|
•
|
Proposal to Amend Entergy’s Restated Certificate of Incorporation authorizing the issuance of Preferred Stock (Proposal No. 4).
|
•
|
Election of Directors. In the election of directors, each director will be elected by the vote of the majority of votes cast with respect to that director nominee. A majority of votes cast means that the number of votes cast “For” a nominee’s election must exceed the number of votes cast “Against” such nominee’s election. A director who fails
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 89
|
|
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
|
| |
|
|
•
|
Charter Amendment Authorizing Issuance of Preferred Stock. To approve the proposal to amend the Company’s Restated Certificate of Incorporation to authorize the issuance of preferred stock and make minor updates, we must receive the affirmative vote of a majority of all of the outstanding shares of our common stock entitled to vote.
|
•
|
All Other Proposals. To approve the other proposals discussed in this Proxy Statement, we must receive the affirmative vote of a majority of the shares entitled to vote on the matter and present in person at the Annual Meeting or represented by proxy.
|
90 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
|
|
| |
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
|
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• 91
|
APPENDIX A
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• A-1
|
|
APPENDIX A
|
| |
|
|
|
GAAP to Non-GAAP Reconciliation – 2020 ETR Adjusted OCF
|
| |||
|
|
| |
OCF
|
|
|
2020
|
| |
($ in billions)
|
|
|
ETR Operating Cash Flow
|
| |
2.689
|
|
|
Add Pre-Determined Exclusions:
|
| |
|
|
|
Effect of major storms
|
| |
0.274
|
|
|
Less adjustment:
|
| |
|
|
|
EWC items associated with decisions to sell or close EWC nuclear plants
|
| |
(0.064)
|
|
|
Adjustment for additional pension contributions made at management’s discretion
|
| |
(0.100)
|
|
|
ETR Adjusted OCF
|
| |
3.127
|
|
|
GAAP to Non-GAAP Reconciliation – 2019 ETR Adjusted Earnings
|
| ||||||
|
|
| |
Earnings
|
| |
EPS
|
|
|
2019
|
| |
($ in millions)
|
| |
(after tax, per share in $)
|
|
|
Net income (loss) attributable to ETR Corp.
|
| |
1,241
|
| |
6.30
|
|
|
Less adjustments:
|
| |
|
| |
|
|
|
Utility: Reversal of income tax valuation allowance
|
| |
41
|
| |
0.21
|
|
|
Parent & Other: Income tax item related to a valuation allowance for interest deductibility
|
| |
(11)
|
| |
(0.05)
|
|
|
EWC
|
| |
147
|
| |
0.74
|
|
|
ETR Adjusted Earnings
|
| |
1,064
|
| |
5.40
|
|
|
Calculations may differ due to rounding
|
| |
|
| |
|
|
A-2 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
Appendix B
|
(A)
|
The total number of shares of stock which the Corporation shall have authority to issue is 500,000,000 shares,
of
which 1,000,000 shares, no
par value
per share, shall be designated “Preferred Stock” and 499,000,000 shares,
par value of
$.01 per share,
shall be designated “Common Stock.”
|
(B)
|
The authorized Preferred Stock may be issued, in one or more series, from time to time as the Board of Directors
may determine. Each series of Preferred Stock shall bear a distinctive designation, shall be issued in such
number of shares and shall have such relative voting, distribution, dividend, liquidation and other rights,
preferences and limitations and redemption and/or conversion provisions (including provisions for the redemption
or conversion of shares at the option of the stockholder or the Corporation or upon the happening of a specified
event) as shall be prescribed, provided that no share of Preferred Stock may be entitled to more than one vote per
share, and provided further, however, that this limitation shall not limit in any way the conversion privileges that
may be assigned by the Board of Directors to a share of Preferred Stock. The Board of Directors is expressly
authorized to fix such terms, by resolution of the Board of Directors and as set forth in a certificate of designation
filed pursuant to the General Corporation Law of the State of Delaware (“DGCL”). Such certificates of
designation, when filed, shall constitute amendments to this Certificate of Incorporation to the extent provided by
the DGCL.
|
(C)
|
The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly
submitted to the stockholders of the Corporation on which the holders of shares of Common Stock are entitled to
vote. Except as otherwise required by law or this Certificate of Incorporation, and subject to the rights of the
holders of shares of Preferred Stock, if any, at any annual or special meeting of the stockholders of the
Corporation, the holders of shares of Common Stock shall have the right to vote for the election of directors and
on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise
required by law, holders of shares of Common Stock shall not be entitled to vote on any amendment to this
Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences
or relative, participating, optional or other special rights (including, without limitation, voting rights), or to
qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders
of such affected series are entitled, either separately or together with the holders of one or more other such series,
to vote thereon pursuant to this Certificate of Incorporation or pursuant to the DGCL.
|
|
| |
2021 Proxy Statement
|
| |
|
| |
• B-1
|
|
APPENDIX B
|
| |
|
|
B-2 •
|
| |
|
| |
2021 Proxy Statement
|
| |
|
1 Year Entergy Chart |
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