UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Entergy Corporation

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  Letter from Our Chairman and CEO

March 25, 2022
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to invite you to Entergy Corporation’s 2022 Annual Shareholders Meeting on Friday, May 6, 2022, beginning at 10:00 a.m. Central Time. This year’s Annual Meeting will be held in a virtual format. We are excited to use this approach again this year as it allows for greater participation by our shareholders, regardless of their geographic location, provides cost savings for our shareholders and helps to reduce our carbon footprint.
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. A webcast of the Annual Meeting will be provided at www.virtualshareholdermeeting.com/ETR2022, and a transcript of the entire Annual Meeting will be available on the Entergy Investor Relations website after the meeting.

Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or (3) if you received your proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

This year’s Q&A session will include questions submitted both during the meeting and in advance. You may submit questions prior to the meeting at www.proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending your Proxy Statement. Questions during the meeting may be submitted online beginning shortly before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ETR2022. We will post questions and answers, if applicable to our business, on our Investor Relations website shortly after the meeting.

I look forward to welcoming you to the meeting in May and thank you for your continued support of Entergy.

Sincerely,

 

Leo P. Denault

Chairman of the Board and Chief Executive Officer

  Message from Our Lead Director

	March 25, 2022
	Dear Fellow Shareholders:
	On behalf of the Entergy Board of Directors, I am privileged to share some of the ways the Board worked to provide strong governance and independent oversight of Entergy during 2021. Throughout the year, your Board has remained actively engaged with management to ensure that Entergy was effectively meeting the challenges posed during the year while continuing to execute on our strategy for long-term, sustainable growth.

Storm Response

The Board was once again amazed and impressed with the commitment Entergy’s employees showed to the communities we served in the face of major storms that impacted our service territory in 2021. In August, Hurricane Ida—one of the strongest storms ever to hit our service territory—resulted in wide-spread power outages and heavy damage to the electric grids in Louisiana and Mississippi. Entergy deployed the largest restoration workforce of employees, contractors, and mutual assistance workers in its history and restored power safely and as quickly as possible. As in 2020 with Hurricane Laura, all of this restoration was completed as the global pandemic continued, requiring extra safety measures to protect our employees, contractors and customers from COVID-19. In recognition of our response to these and other storms, Entergy again received the Edison Electric Institute’s Emergency Response Assistance and Recovery Award, representing the 42^nd time the Company has been recognized by EEI for its power restoration and mutual assistance work.

COVID–19 Response

As the COVID-19 pandemic continued in 2021, the Board received regular briefings on the Company’s response, including the impacts of the pandemic on all of our stakeholders, and the actions being taken to address those impacts. In addition to the impact on sales and operations, the briefings included its effects on employees and employee working conditions and the wellbeing of our customers and communities, as well as the specific steps being taken to mitigate and respond to those impacts. This oversight continued throughout the year, to ensure that despite the continuing impact of the pandemic, the Company continued to conduct its normal business and meet the needs of all of its stakeholders.

Strategic Oversight

Our Board rigorously oversees the Company’s strategy, monitors the execution of the strategy by Entergy’s management and ensures that the Company’s corporate culture aligns with its long-term strategy. Our Board takes these responsibilities very seriously. Our strategic oversight role includes evaluating a constantly evolving business landscape, challenging current assumptions, balancing short-term and long-term strategic planning, and helping to ensure the Company is continuously transforming to meet the needs and opportunities of the future. In 2021, Entergy’s management team and employees continued to execute well on the Company’s strategy. At the outset of each year, management provides the Board with a list of key deliverables, and as in previous years, despite the many challenges the Company faced, nearly all the items on the 2021 “to-do” list were achieved.

ESG Leadership

At Entergy we have long held that our Company exists to create sustainable value for our four key stakeholders—our customers, our employees, our communities and our owners. For 2021, we introduced into the performance measures to determine the overall funding level for our short-term incentive awards four new measures of our progress on key

environmental, social and governance (ESG) imperatives: safety, customer loyalty, diversity, inclusion and belonging and environmental stewardship. We did this both to demonstrate our commitment to these important strategic objectives, internally and externally, and to ensure accountability for results in these areas that we believe are critical to creating long-term value for our stakeholders.

For 2021, as we discuss in the Proxy Statement, the Personnel Committee engaged in a rigorous goal-setting process at the beginning of the year, monitored progress throughout the year, and then conducted a thorough and equally rigorous assessment of performance in each of the four areas following the end of the year. We saw strong progress in environmental stewardship, as reflected in, among other things, our integration of substantially higher levels of renewable power generation into our planned generation mix, with the result that we now expect to achieve our 2030 climate goal well ahead of schedule. In diversity, inclusion and belonging, the Company increased its representation of women and underrepresented racial and ethnic groups both in the overall employee population and in management, increased its diverse supplier managed spend, established a Diversity & Workforce Strategies Center of Excellence, and took other concrete steps to better engage our diverse workforce, including developing and deploying targeted interventions around issues including unconscious bias, inclusive leadership and psychological safety. We also saw strong performance in customer loyalty, as measured by the customer net promoter score, but were disappointed in the Company’s safety performance, which included three employee and contractor fatalities in 2021.

Those are just a few highlights of our ESG leadership performance in 2021, as measured by the new ESG measures in our short-term incentive program, and I encourage you to read the more detailed discussion of those results in the Proxy Statement and to refer to our Integrated Report for a more comprehensive discussion of our commitment to leadership in ESG.

Our Greatest Asset—Our Employees

The Board is tremendously proud of Entergy’s employees who have worked tirelessly to keep operations running smoothly throughout 2021 despite the challenges the year brought. Entergy’s employees maintained their commitment to our vision - We Power Life. Their support for each other and unwavering commitment to the health and safety of all of our people have undoubtedly played a key role in that accomplishment, demonstrating the effectiveness of the business continuity plans developed by management and regularly reviewed by the Board and the Audit Committee. Times like these also test management, and the Board is grateful to the members of the management team for their leadership, resilience, and resolute focus on building long-term shareholder value while adhering to our core values.

As we look to the year ahead, we see tremendous opportunities for Entergy as we continue to assist our customers and communities in their recovery from the unprecedented challenges of 2021, and we are excited about the opportunities ahead for the continued creation of sustainable long-term value for all of the Company’s stakeholders.

Thank you for your support and for your investment in Entergy.

Sincerely,

 

Stuart L. Levenick

Lead Director

  Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
www.entergy.com

Notice of Annual Meeting of Shareholders

WHEN Friday, May 6, 2022 10:00 a.m. Central Time   Log-in will begin at 9:45 a.m.   VIA WEBCAST AT www.virtualshareholdermeeting. com/ETR2022   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/ETR2022	ITEMS OF BUSINESS
	To vote on the following proposals:
	1.	Election of 11 directors proposed by our Board of Directors for a term of one year as named in the attached Proxy Statement.
	2.	Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2022.
	3.	An advisory vote to approve the compensation paid to our Named Executive Officers.
	4	Such other business as may properly come before the meeting.
	RECORD DATE: You can vote if you were a shareholder of record on March 8, 2022.

Important notice regarding the availability of proxy materials for the 2022 annual meeting to be held on May 6, 2022: Our 2022 proxy statement and annual report to shareholders are available online at https://www.entergy.com/

investor_relations/annual_publications.

We will mail to certain shareholders a notice of internet availability of proxy materials, which will contain instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March 25, 2022.

By Order of the Board of Directors

 

Marcus V. Brown

Executive Vice President and General Counsel

March 25, 2022

TABLE of CONTENTS

Letter from Our Chairman and CEO
Message from Our Lead Director
Notice of Annual Meeting of Shareholders
Proxy Summary	1
2022 Annual Meeting Information	1
Voting Matters and Board Recommendations	1
Our Business	2
Business Highlights	2
Shareholder Outreach	3
Board Composition, Committees, Skills and Qualifications	4
Corporate Governance Highlights	5
How Our Compensation Programs Support Our Business Strategy	6
Board of Directors	8
Proposal 1 – Election of Directors	8
Director Qualifications	8
Our 2022 Director Nominees	10
Identifying Director Candidates	16
Shareholder Director Nominee Recommendations	17
Director Orientation and Continuing Education	17
Corporate Governance	18
Entergy’s Board of Directors	18
Director Independence	18
Key Corporate Governance Features	18
Structure of Our Board	20
Risk Oversight	25
Our Commitment to Sustainability	27
Shareholder Engagement	30
Review and Approval of Related Party Transactions	32
2021 Non-Employee Director Compensation	33
Cash Compensation Paid to Non-Employee Directors	33
Equity-Based Compensation	33
Director Stock Ownership	33
2021 Non-Employee Director Compensation Table	34

Audit Matters	35
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2022	35
Audit Committee Report	35
Independent Registered Public Accountants	36
Audit Committee Guidelines for Pre-Approval of Independent Auditor Services	37
Executive Officer Compensation	38
Proposal 3 – Advisory Vote to Approve Named Executive Compensation	38
Compensation Discussion and Analysis	38
Annual Compensation Programs Risk Assessment	61
Personnel Committee Report	61
Compensation Tables	62
Pay Ratio Disclosure	76
Entergy Share Ownership	77
Directors and Executive Officers	77
Beneficial Owners of More Than Five Percent of Entergy Common Stock	78
Other Important Information	79
Code of Business Conduct and Ethics	79
Key Corporate Governance Documents	79
Submitting Shareholder Proposals and Director Nominees for Our 2023 Annual Meeting	79
How To Obtain Our Annual Report on Form 10-K	80
General Information About The Annual Meeting	81
Appendix A	A-1
Reconciliation of GAAP and Non-GAAP Financial Measures	A-1

2022 Proxy Statement
• i

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. Please read the entire Proxy Statement carefully before voting your shares.Information provided on websites linked to this Proxy Statement and the accompanying notice, including the Entergy website, is not incorporated by reference into this Proxy Statement, the accompanying notice or any other filing with the Securities and Exchange Commission (SEC).

2022 Annual Meeting Information

Date and Time	Location	Record Date	Questions
10:00 a.m. Central Time, Friday, May 6, 2022. Shareholders may log in to the meeting beginning at 9:45 a.m.	This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting. com/ETR2022.	March 8, 2022	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/ETR2022.

Voting Matters and Board Recommendations

We are asking shareholders to vote on the following matters at our 2022 Annual Shareholders Meeting:

Item to be voted on:		Board’s Recommendation	Page
Proposal 1	Election of 11 Directors named in this Proxy Statement, each for a one-year term expiring in 2023	FOR EACH NOMINEE	8
Proposal 2	Ratification of Independent Registered Public Accountants	FOR	35
Proposal 3	Advisory Vote to Approve Named Executive Officer Compensation	FOR	38

You may vote in the following ways:
	Use the Internet at www.proxyvote.com	Call 1-800-690-6903 if in the United States and Canada
Scan the QR Code on your proxy card, notice or voting instruction form	Mail your signed and dated proxy card or voting instruction form	During the meeting at www.virtualshareholdermeeting. com/ETR2022

2022 Proxy Statement
• 1

PROXY SUMMARY

For telephone and Internet voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instruction form that accompanied your proxy materials. Internet and telephone voting are available through 11:59 p.m. Eastern Time on Wednesday, May 4, 2022 for shares held in Entergy’s qualified employee savings plans (Savings Plans) and through 11:59 p.m. Eastern Time on Thursday, May 5, 2022 for all other shares.

Following the Meeting: If you cannot attend the Annual Meeting,

• 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.

• Responses to appropriate questions from shareholders received before and during the Annual Meeting will be available at the same website.

For additional information about the Annual Meeting, including any adjournment or postponement of the meeting and voting, see “General Information About The Annual Meeting” beginning on page 81.

Our Business

Entergy Corporation, a Fortune 500 company headquartered in New Orleans, powers life for 3 million customers across Arkansas, Louisiana, Mississippi, and Texas. Entergy is creating a cleaner, more resilient energy future for everyone with our diverse power generation portfolio, including increasingly carbon-free energy sources. With roots in the Gulf South region for more than a century, Entergy is a recognized leader in corporate citizenship, delivering more than $100 million in economic benefits to local communities through philanthropy and advocacy efforts annually over the last several years. Our approximately 12,500 employees are dedicated to powering life today and for future generations.

Business Highlights

In 2021—as in 2020—we were again faced with the unpredictability of the pandemic, continued social and political unrest, and some of the most extreme weather events in our Company’s history. We came together as a team, united around a common purpose to create sustainable value for our stakeholders, and to continue to execute on our strategy. Through our disciplined approach, we were able to deliver on our strategic, operational and financial objectives. Our 2021 accomplishments included the completion of major rate filings and decisions, announcements of several key customer solutions and progress on renewables projects, all while delivering adjusted earnings per share in the top half of our original guidance range, which we achieved despite the continued COVID-19 pandemic, another historic hurricane, and other extreme weather.

In 2021, we reported earnings of $1,118 million, or $5.54 per share, compared with $1,388 million, or $6.90 per share in 2020, based on generally accepted accounting principles (GAAP). On an adjusted basis, 2021 earnings were $1,215 million, or $6.02 per share, compared with $1,138 million, or $5.66 per share, in 2020. Entergy’s 2021 adjusted earnings per share (EPS) of $6.02 represented the 6^th year in a row that the Company delivered performance in the top half of our guidance range. This represents a 6.5% compound annual growth rate over the past six years, which is at the upper end of our 5-7% growth objective.

In addition to raising our dividend for the 7th consecutive year, we also followed through on our objective to align our dividend growth rate with our earnings growth by raising the dividend by 6% in the fourth quarter of 2021.

Our total shareholder return (TSR) for 2021 was 17.1 percent, which ranked 10^th out of the 20 companies in the Philadelphia Utility Index. Entergy’s TSR in the second quartile of the Philadelphia Utility Index peer group, which did not meet our top quartile objective.

2 •
2022 Proxy Statement

  PROXY SUMMARY

 

See Appendix A for a reconciliation of non-GAAP financial measures

We also continued to demonstrate our commitment to sustainability. Entergy was once again named to the Dow Jones Sustainability North America Index, which measures performance in economic, environmental and social dimensions against industry peers around the globe, and earned perfect scores in the areas of environmental reporting, social reporting, water-related risks and materiality. Entergy was also named to the JUST 100 ranking for America’s most JUST Companies by JUST Capital and CNBC. For information on these and other recognitions relating to the execution of our sustainability strategy, see our 2021 Integrated Report at integratedreport.entergy.com.

Shareholder Outreach

Our vigorous shareholder outreach program is an essential component of maintaining corporate governance practices. During our offseason shareholder outreach in 2021 and early 2022, we contacted shareholders owning approximately 61% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 24% of our outstanding shares. Areas of particular focus were:

• Sustainability and environmental strategy, performance and reporting, including the progress made towards our net zero by 2050 commitment.
• Our diversity, inclusion and belonging strategy and other human capital management issues • Environmental Social and Governance (ESG) performance measures added to our short-term incentive program beginning in 2021 and other executive compensation matters.
• Board refreshment and corporate governance practices and policies

The perspectives provided by our shareholders are reviewed by our Board and have informed our strategy and helped guide our actions and have led to enhancements to our disclosures, including particularly ESG disclosures and our disclosures related to our Board of Directors. For more information, see “Shareholder Engagement” beginning on page 30 and “2021 Say-On-Pay Results” on page 43.

2022 Proxy Statement
• 3

PROXY SUMMARY

Board Composition, Committees, Skills and Qualifications

The Board reviews its composition regularly to ensure it has the right mix of people with diverse perspectives, and business and professional experiences, as well as professional integrity, sound judgment and collegiality. The Board seeks to identify candidates with knowledge or experience that will expand or complement its existing expertise to ensure that the skillsets and backgrounds represented on the Board are the right ones to enable the Board to effectively address the Company’s current and future strategic challenges and opportunities. You are being asked to vote on the election of the 11 director nominees below, each of whom is currently serving on the Board.

Name, Age, Independence, Primary Occupation	Tenure	Committees	Independence 10 of 11 independent director nominees   Board Diversity 45% Gender and Ethnic Diversity   4 Female Directors   2 Ethnically or Racially Diverse   Commitment to Board Refreshment   3 New Directors Since 2018   3 Directors 0-5 years 5 Directors 6-10 years 3 Directors 11+ years   Average Tenure 8.6 years   Balanced Mix of Ages Average Age64   2 Directors 51-60 7 Directors 61-69 2 Directors 70+ years   Board Expertise and Skills Technology & Transformation Executive Leadership Experience Finance & Accounting Government/Legal/Public Policy Operations Regulated Utility/Nuclear Risk Management Human Capital Management Sustainability Other Public Boards
John R. Burbank, 58, Independent Independent Strategic Advisor	2018	F  P
Patrick J. Condon, 73 Independent Retired Audit Partner, Deloitte & Touche LLP	2015	A* N
Leo P. Denault, 62 Chairman and Chief Executive Officer, Entergy Corporation	2013	E*
Kirkland H. Donald, 68, Independent Chairman, Huntington Ingalls Industries, Inc.	2013	F  N*
Brian W. Ellis, 56, Independent Senior Vice President and General Counsel, Danaher Corporation	2020	CG  P
Philip L. Frederickson, 65, Independent Former Executive Vice President, ConocoPhillips	2015	A  E  F*
Alexis M. Herman, 74, Independent Chair and Chief Executive Officer, New Ventures, LLC	2003	CG  P
M. Elise Hyland, 62, Independent Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC	2019	A  F
Stuart L. Levenick, 69, Independent Lead Director Former Group President and Executive Office Member, Caterpillar Inc.	2005	CG  E  N
Blanche L. Lincoln, 61, Independent Founder and Principal, Lincoln Policy Group	2011	CG* P
Karen A. Puckett, 61, Independent Former President and Chief Executive Officer, Harte Hanks, Inc.	2015	A  P*

A – Audit Committee

CG – Corporate Governance Committee

E – Executive Committee

F – Finance Committee

N – Nuclear Committee

P – Personnel Committee

* Chair

Additional information about each director’s background and experience can be found beginning on page 10.

4 •
2022 Proxy Statement

  PROXY SUMMARY

Corporate Governance Highlights

Board Structure and Independence	✔	Regular refreshment, with election of 3 new independent directors since 2018
	✔	Strong Lead Independent Director with clearly defined duties and responsibilities
	✔	Diverse and highly skilled Board that provides a range of viewpoints, with skills and backgrounds aligned with business strategy
	✔	All directors are independent, except the Chairman; key committees are fully independent
	✔	Executive sessions led by the Lead Director at each regular Board meeting without management present
	✔	Executive sessions at committee meetings led by independent committee chairs without management present
Board Oversight	✔	Oversight of the Company’s annual business plan and corporate strategy, succession planning and risk management
	✔	Proactive and strategic ongoing Board and management succession planning
	✔	Annual multi-day Board retreat focused on long-term Company strategy
	✔	Key management and rising talent reviewed at an annual talent review
	✔	Regular briefings on key enterprise risks
	✔	Corporate Governance Committee oversees ESG matters
	✔	Personnel Committee oversees the Company’s strategies relating to diversity, inclusion and belonging, as well as key talent metrics
	✔	Robust annual risk assessment of executive compensation programs, policies, and practices
	✔	Director access to experts and advisors, both internal and external
Strong Corporate Governance Practices	✔	Prohibit short selling, hedging, pledging and margin transactions involving Entergy securities
	✔	Sound policy on public company board service
	✔	Responsive, active and ongoing shareholder engagement
	✔	Robust Code of Conduct for members of the Board
	✔	Clawback policy for senior executive officers
	✔	Robust share ownership requirements for directors and executive officers
	✔	Mandatory director retirement at age 74, unless Corporate Governance Committee recommends and Board approves exception
	✔	Strong commitment to ESG
	✔	Disclosure of corporate political contributions and oversight of lobbying and political activity
	✔	Annual Board and committee self-evaluations and individual director assessments
	✔	Director orientation and support for continuing education
Shareholder Rights	✔	Proxy access right
	✔	Majority voting for directors with resignation policy for directors in uncontested elections
	✔	Annual election of directors
	✔	No supermajority voting provisions in our Charter or Bylaws
	✔	No poison pill; Board policy requires shareholder approval for adoption

2022 Proxy Statement
• 5

PROXY SUMMARY

How Our Compensation Programs Support Our Business Strategy

Entergy’s executive compensation programs are based on a philosophy of pay for performance aimed at achieving the Company’s strategy and business objectives. We believe our executive pay programs:

• 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 TSR.

The design of our short and long-term incentive plans is based on this pay for performance philosophy. We target total direct compensation for our executive officers at market median and place a substantial portion of that compensation “at risk,” subject to achieving both short-term and long-term performance goals. The illustrations below show the compensation mix for our Chief Executive Officer and the average compensation mix for the other Named Executive Officers.

 

2021 Incentive Compensation Enhancements

✔
Short-Term Incentive Awards – ESG Metrics. To demonstrate Entergy’s strong commitment to its ESG goals and link executive compensation more directly to the achievement of those objectives, the Personnel Committee decided that 40% of the Entergy Achievement Multiplier (EAM), the performance metric used to determine the funding available for our short-term incentive awards, would be determined on the basis of progress achieved in the following areas, each of which would be weighted equally: Safety; Diversity, Inclusion and Belonging; Environmental Stewardship; and Customer Net Promoter Score, or NPS.

✔
Long-Term Performance Unit Program (PUP). To emphasize the importance of strong credit for the long-term health of our business, we replaced the EPS measure previously used to determine awards under the PUP with a credit measure – our adjusted FFO/Debt Ratio -- for the 2021 – 2023 performance period. TSR will continue to be used as the other performance measure for the 2021 – 2023 LTIP performance period, with TSR weighted 80% and the credit measure weighted 20%.

6 •
2022 Proxy Statement

  PROXY SUMMARY

2021 Incentive Compensation Outcomes

Short-Term Incentive Program

The 2021 short-term incentive targets and results determined by the Personnel Committee were:

STI Performance Goals(1)	2021 Percentage of EAM	Target	2021 Results	Level of Achievement
ETR Tax Adjusted EPS ($)	60%	5.95	6.22	144%
Safety (as measured by SIF rate)	10%	0.03	—(2)	0%
Diversity, Inclusion and Belonging	10%	Qualitative		110%
Environmental Stewardship	10%	Qualitative		140%
Customer NPS	10%	9	11.2	131%
EAM as a percentage of target		100%		125%

(1)
See “What We Pay and Why – 2021 Compensation Decisions – STI Compensation – ESG Measures and Targets” for a discussion of the performance assessment of the Diversity, Inclusion and Belonging and Environmental Stewardship performance measures.

(2)
Measure defaulted to achievement level of 0% due to one employee and two contractor fatalities in 2021. 2021 SFI results were 0.05 for employees and 0.15 for contractors.

After consideration of individual performance, the Personnel Committee awarded the NEOs payouts averaging 145% of target, with a payout of 135% of target to the CEO.

Long-Term Performance Unit Program

In January 2019, the Personnel Committee chose relative TSR and cumulative Entergy adjusted EPS (Cumulative ETR Adjusted EPS) as the performance measures for the 2019 – 2021 performance period, with TSR weighted 80% and Cumulative ETR Adjusted EPS weighted 20%.

The targets and results for the 2019 – 2021 PUP performance period were:

Long-Term Performance Unit Program Results	2019 – 2021 PUP Target	2019 – 2021 PUP Result
Relative TSR	Median	2nd Quartile
Cumulative ETR Adjusted EPS ($)	16.60	17.44
Payout (as a percentage of target)	100%	120%

Our executive compensation programs are discussed in detail under the Compensation, Discussion and Analysis section of this Proxy Statement beginning on page 38.

2022 Proxy Statement
• 7

BOARD OF DIRECTORS

Proposal 1 – Election of Directors

At the 2022 Annual Meeting, 11 director nominees are to be elected to hold office until the 2023 annual meeting and until their successors have been elected and qualified. Each of the nominees was elected at our 2021 annual meeting of shareholders.

Our Corporate Governance Guidelines provide that 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 re-elected. However, the Board believes that it is important to monitor the Board's composition, skills and needs in the context of the Company's overall strategy, and therefore has not made the retirement age mandatory but rather may elect to waive the policy in circumstances it deems appropriate. One of our directors, Alexis M. Herman, has reached the normal retirement age under this policy. Upon review of the matter, the Corporate Governance Committee recommended, and the Board determined, that it was in the best interest of the Company to waive the retirement policy and nominate Secretary Herman for re-election at the Annual Meeting. In reaching this decision, the Corporate Governance Committee and the Board took into account Secretary Herman’s deep knowledge and experience in addressing workforce culture, organizational health and diversity and inclusion issues from a variety of perspectives and the strategic importance of those issues to the Company, as well as her institutional knowledge of the Company and its history, culture and business strategies gained from her many years of distinguished service on the Board.

Director Qualifications

Our Board is a diverse, highly-engaged group of individuals that provides strong, effective leadership and oversight of the Company. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s long-term priorities. Our director nominees’ individual skills and experiences are included on the following pages. In addition, all director nominees demonstrate the following qualities:

• High integrity and business ethics
• Strength of character and judgment
• Ability to devote significant time to Board duties
• Desire and ability to continually build expertise in emerging areas of strategic focus for the Company
• Demonstrated focus on promoting diversity, inclusion and belonging
• Ability to represent the interests of all stakeholders • Knowledge of corporate governance matters
• Understanding of the advisory and proactive oversight responsibility of the Board
• Comprehension of their role as a public company director and the fiduciary duties owed to shareholders
• Strong intellectual and analytical skills
• Business and professional achievements

8 •
2022 Proxy Statement

  BOARD OF DIRECTORS

Board Skills Matrix

The table below describes the skills represented on our Board, how each such skill relates to the key characteristics of our business, and identifies these skills and other demographic characteristics attributed to the members of our Board nominated for election at the 2022 Annual Meeting.

2022 Proxy Statement
• 9

BOARD OF DIRECTORS

 

 

*
Audit Committee Financial Expert

Our 2022 Director Nominees

Biographical information about each Director, including his or her professional experience, committee memberships, qualifications and other directorships is set forth on the following pages.

John R. Burbank

   
Groton, Connecticut
 
Age 58
 
Director Since 2018
 
Entergy Board Committees
• Finance
• Personnel 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
 
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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2022 Proxy Statement

  BOARD OF DIRECTORS

Patrick J. Condon

   
Frankfort, Illinois
 
Age 73
 
Director Since 2015
 
Entergy Board Committees
• Audit (Chair)
• Nuclear 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
○ Board Leadership Fellow
○ Risk Oversight Advisory Council
○ CERT Certificate in Cybersecurity Oversight
• Tapestry Networks
○ Central Audit Committee Network
○ Ethics, Culture and Compliance Network
 
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.

Leo P. Denault

   
New Orleans, Louisiana  
 
Age 62
 
Director Since 2013
 
Entergy Board Committees
• Executive (Chair) Key Qualifications and Experience
• Chairman of the Board of Directors, Entergy Corporation since February 2013
• Chief Executive Officer, Entergy Corporation 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
 
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.

 

2022 Proxy Statement
• 11

BOARD OF DIRECTORS

Admiral Kirkland H. Donald, USN (Ret.)

   
Mount Pleasant,
South Carolina 
 
Age 68
 
Director Since 2013
 
Entergy Board Committees
• Finance
• Nuclear (Chair) Key Qualifications and Experience
• Chairman of the Board, Huntington Ingalls Industries, Inc.
• 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
• Director, Centrus Energy Corporation
• Director, Battelle Memorial Institute
• Outside Director, Rolls Royce North America, SSA and Sauer Compressors USA SSA
• Submarine Advisory Committee, Government of Australia
• Former Executive Advisor to NexPhase Capital Partners (private equity firm, formerly Moelis Capital Partners)
• National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight
 
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.

Brian W. Ellis

   
Bethesda, Maryland  
 
Age 56
 
Director Since 2020
 
Entergy Board Committees
• Corporate Governance • Personnel 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
 
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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2022 Proxy Statement

  BOARD OF DIRECTORS

Philip L. Frederickson

  Arden, North Carolina  
 
 
Age 65
 
Director Since 2015
 
Entergy Board Committees
• Audit
• Executive
• Finance (Chair) 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
 
Mr. Frederickson brings to the Board his extensive senior management, talent development, operating and leadership experience gained through his business career at ConocoPhillips and its predecessor, Conoco Inc., where he held a variety of senior management positions in operations, strategy and business development. 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.

Alexis M. Herman

   
McLean, Virginia
 
Age 74
 
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
 
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 has deep experience addressing workforce culture, organizational health and diversity and inclusion issues from a variety of perspectives acquired through her work experience and her experience in government and public service. Secretary Herman 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, Secretary Herman has also gained experience addressing the strategic issues of companies impacted by changing consumer demands and technological change.

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• 13

BOARD OF DIRECTORS

M. Elise Hyland

   
Pittsburgh, Pennsylvania
 
Age 62
 
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
 
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.

Stuart L. Levenick

   
Naples, Florida
 
Age 69
 
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.
 
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.

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2022 Proxy Statement

  BOARD OF DIRECTORS

Blanche Lambert Lincoln

   
Little Rock, Arkansas
 
Age 61
 
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.
 
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.

Karen A. Puckett

   
Houston, Texas
 
Age 61
 
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, Non-Executive Chair, Lumos Fiber
• Director, Cypress Creek, Ensono Ltd. and Osmose Utilities Service, Inc.
• Former Director, Harte Hanks, Inc.
 
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.

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

2022 Proxy Statement
• 15

BOARD OF DIRECTORS

Identifying Director Candidates

The Corporate Governance Committee’s policy regarding consideration of potential director nominees acknowledges that choosing a Board member involves a number of objective and subjective assessments, many of which are difficult to quantify or categorize. However, the Corporate Governance Committee:

• Seeks to nominate candidates with superior credentials, sound business judgment and the highest ethical character;

• Considers 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.

Director Nomination Process

1	Collect Candidate Pool
	•	Independent Search Firm
	•	Shareholders
	•	Directors
	•	Management
2	Holistic Candidate Review
	Potential candidates are comprehensively reviewed and the subject of rigorous discussion during Corporate Governance Committee and Board meetings.
	The candidates that emerge from this process are interviewed by members of the Corporate Governance Committee and other Board member, including the Chairman and Lead Director.
	•	During these meetings, directors assess candidates based on, among other things:
		○ Skills and Experience ○ Qualifications ○ Diversity ○ Independence and Potential Conflicts
3	Recommendation to the Board
	The Corporate Governance Committee presents qualified candidates to the Board for review and approval.
4	New Directors Added
	•	3 New Directors Since 2018
		○ Ethnic and Gender Diversity ○ Relevant Industry and Business Experience ○ Legal and Governance Expertise ○ Public Company Board Experience

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  BOARD OF DIRECTORS

Shareholder Director Nominee Recommendations

Shareholders wishing to recommend a candidate to the Corporate Governance Committee should do so by submitting the recommendation in writing to our Secretary at 639 Loyola Avenue, P.O. Box 61000, New Orleans, LA 70161or by email to etrbod@entergy.com, and it will be forwarded to the Corporate Governance Committee members for their consideration. Any recommendation should include:

• 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 above; 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.

Once the Corporate Governance Committee receives the recommendation, it may request additional information from the candidate about the candidate’s independence, qualifications and other information that would assist the Corporate Governance Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. The Corporate Governance Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.

Director Orientation and Continuing Education

Upon joining the Board, new directors undergo a comprehensive orientation program that introduces them to the Company, including our business operations, strategy, key members of management, and our corporate governance practices. This program is considered an essential part of the director onboarding process and is annually reviewed for effectiveness by the Corporate Governance Committee. New director orientation is tailored to complement the background of the new director and takes into account whether the new director currently serves or has previously served on a public company board. Directors also are encouraged to enroll in director education programs, and the Corporate Governance Committee annually reviews and reports on director participation in such programs.

The Board is briefed regularly on industry and corporate governance developments affecting the Company and, at its annual retreat, the Board has the opportunity to discuss some of the most critical strategic issues facing the Company with outside experts in the applicable fields. The annual retreat also includes a director education component, programmed by the Corporate Governance Committee, which focuses on director duties and responsibilities and current issues in corporate governance. To enhance the Board’s understanding of some of the unique issues affecting our nuclear fleet, directors are regularly invited to visit our nuclear plant sites, where they tour the facilities and interact directly with the personnel responsible for our day-to-day nuclear operations. These activities collectively help to ensure that the Board remains knowledgeable about the most important issues affecting our Company and its business.

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• 17

CORPORATE GOVERNANCE

Entergy’s Board of Directors

The Board of Directors provides oversight with respect to our strategic direction, overall performance and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. In addition to reports they receive on specific projects or initiatives, members of the Board are kept informed about our business through various reports and briefings provided to them on a regular basis, including operational and financial reports provided at Board and committee meetings by the Chairman and Chief Executive Officer and other senior executive officers.

To facilitate its oversight of corporate strategy, the Board participates in an annual multi-day retreat devoted entirely to long-term strategy development and continuing education and informed by in-depth discussions with management and external experts and advisors. Because many important strategic issues are addressed by Board committees, the Board schedules its regular committee meetings sequentially on the day before the Board meeting so that all directors can attend and participate in the committee meetings. Committee meeting days are preceded by a full Board executive session at which key committee matters of strategic significance are highlighted and discussed.

Director Independence

Under its Charter, Entergy’s Corporate Governance Committee annually reviews the financial and other relationships between the directors and Entergy as part of the assessment of director independence. The Corporate Governance Committee makes recommendations to the Board about the independence of directors and the Board determines whether each director is independent. In addition to this annual assessment of director independence, independence is monitored by the Corporate Governance Committee and the full Board on an ongoing basis. The independence criteria established by the Board in accordance with the NYSE requirements and used by the Corporate Governance Committee and the Board in their assessment of the independence of directors can be found in the Company’s Corporate Governance Guidelines.

Applying those standards to our directors, our Board, upon the recommendation of the Corporate Governance Committee, has determined that all directors, other than Mr. Denault, are independent within the meaning of the rules of the NYSE and our Corporate Governance Guidelines.

Key Corporate Governance Features

Corporate Governance Guidelines

Our Corporate Governance Guidelines, together with the certificate of incorporation, bylaws and committee charters, and other policies and practices provide the framework for the effective governance of Entergy. The Corporate Governance Guidelines address matters including the Board’s responsibilities and role, Board structure, director selection and evaluation, Board operations, Board committees and additional matters such as succession planning. Our Corporate Governance Committee annually reviews our Corporate Governance Guidelines and our overall governance practices to ensure that our corporate governance practices continue to meet the high standards expected by our shareholders.

Effective Board Structure and Composition

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 robust, 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.

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  CORPORATE GOVERNANCE

Annual Board Evaluations	The Board, its committees and individual directors are evaluated on an annual basis.
Regular Board Refreshment	The Board’s approach to refreshment has resulted in a balanced mix of experienced and new directors.
Director Retirement Policy	A director may not be nominated for re-election to the Board if he or she has reached the age of 74 on or before January 1 of the year in which such person would be elected or re-elected, unless specifically recommended to serve beyond the age of 74 by the Corporate Governance Committee and approved by the Board.
Commitment to Diversity	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	Our Corporate Governance Guidelines provide that non-employee directors should offer their resignations when either their employment or the major responsibilities they held when they joined the Board change. The Corporate Governance Committee then reviews the change in circumstances and makes a recommendation to the Board as to whether it is appropriate for the director to continue to serve on the Board and be nominated for re-election.

Responsive and Accountable to Shareholders

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.
Annual Election of Directors	All of our directors are elected annually at our annual meeting of shareholders.
Director Time Commitment	Non-employee directors may not serve on more than 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.” Our Board policy requires shareholder approval for the adoption of any Poison Pill.
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.

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• 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.

Structure of Our Board

Our Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both independent oversight of senior management and a highly engaged and high-functioning Board. Our Corporate Governance Guidelines provide the flexibility to split or combine the Chairman and Chief Executive Officer responsibilities. However, when the roles of Chairman of the Board and the Chief Executive Officer are combined, the guidelines require the Board to appoint, from among its independent members, a Lead Director. Currently, our Board is led by Leo P. Denault, who has served as Chief Executive Officer and Chairman of the Board since 2013, and Stuart L. Levenick, who has served as our Lead Director since 2016.

The Board understands and appreciates the reasons many boards choose to be led by a fully independent Chairman of the Board. In recognition of the importance of this issue, the independent directors, led by our Corporate Governance Committee, annually evaluate whether we continue to have the appropriate Board leadership structure. This evaluation includes a review of alternative leadership structures in light of the Company’s current operating and governance environment, a review of peer company leadership structures, and investor feedback, with the goal of achieving the optimal model for Board leadership and effective oversight of senior leaders by the Board.

2021 Annual Review of Leadership Structure

In May 2021, following the annual review by the Corporate Governance Committee and the other independent directors, all of the independent directors determined that the leadership structure that would best support the creation of long-term sustainable value for our shareholders would be to maintain the current leadership structure with Leo Denault as our Chairman and Chief Executive Officer and Stuart Levenick as Lead Director. Given his deep involvement in the Company’s business and industry, we believe Mr. Denault is uniquely positioned to determine the issues and topics that should be on the Board’s agenda, subject to the Lead Director’s review and concurrence.

Our Board Leadership Structure is Further Strengthened By:

• The strong, independent oversight exercised by our Board;

• The independent leadership provided by Entergy’s Lead Director – who has robust, clearly defined responsibilities;

• The independence of all members of our standing Board committees – Audit, Corporate Governance, Finance, Nuclear and Personnel;

• The Company’s corporate governance principles policies and practices; and

• Board and committee processes and procedures that provide substantial independent oversight of our CEO’s performance – including regular sessions of the independent directors, and annual evaluation of our CEO’s performance, as well as an assessment of the CEO’s interaction with the Board in his role as Chairman.

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  CORPORATE GOVERNANCE

How We Select The Lead Director

The Corporate Governance Committee considers feedback from our Board members and then makes a recommendation to the Board’s independent directors. Based on this recommendation, the Lead Director is appointed by a majority of the independent members of the Board. The Lead Director, subject to his or her annual election to the Board, serves for a term of three years. In May 2019, Mr. Levenick was elected to a new three-year term as Entergy’s Lead Director.

Our Lead Director

Stuart L. Levenick Lead Director (since 2016)	Lead Director Duties:
	•	Calls meetings of the independent directors
	•	Leads Board meetings when the Chairman is not present
	•	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

Board Committees

The Board has an Executive Committee and the following 5 standing committees: Audit, Corporate Governance, Personnel, Finance and Nuclear. Each standing committee:

• 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.

The members of the Board committees and their Chairs are nominated by the Corporate Governance Committee and appointed by the Board. The staffing of each committee allows us to take advantage of our directors’ diverse skill sets, enabling deep focus on committee matters.

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CORPORATE GOVERNANCE

Committee Composition and Responsibilities

Audit Committee	Key Responsibilities
Chair: Patrick J. Condon   Other Members: Philip L. Frederickson, M. Elise Hyland and Karen A. Puckett   9 meetings in 2021   All members satisfy the heightened independence standards and qualification criteria of the NYSE and SEC and are financially literate.   Mr. Condon and Mr. Frederickson qualify as “Audit Committee Financial Experts.”	•	Oversees our accounting and financial reporting processes and the audits of our financial statements;
	•	Assist the Board in fulfilling its oversight responsibilities with respect to our compliance with legal and regulatory requirements, including our disclosure controls and procedures;
	•	Decides whether to appoint, retain or terminate our independent auditors;
	•	Pre-approves all audit, audit-related, tax and other services, if any, provided by the independent auditors;
	•	Appoints and oversees the work of our Vice President, Internal Audit and assesses the performance our Internal Audit Department; and
	•	Prepares the Audit Committee Report.

Corporate Governance	Key Responsibilities
Committee Chair: Blanche L. Lincoln   Other Members: Brian W. Ellis, Alexis M. Herman and Stuart L. Levenick   7 meetings in 2021	•	Recommends the director nominees for approval by the Board and shareholders;
	•	Establishes and implements self-evaluation procedures for the Board and its committees, including individual director evaluations;
	•	Reviews annually and makes recommendations to the Board on the form and amount of non-employee director compensation; and
	•	Provides oversight of the Company’s sustainability strategies, policies and practices, including those relating to climate change and corporate social responsibility.

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  CORPORATE GOVERNANCE

Finance Committee	Key Responsibilities
Chair: Philip L. Frederickson   Other Members: John R. Burbank, Kirkland H. Donald and M. Elise Hyland   8 meetings in 2021	•	Oversees corporate capital structure and budgets and recommends approval of capital projects;
	•	Oversees financial plans and key financial risks;
	•	Reviews and makes recommendations to the Board regarding our financial policies, strategies, and decisions, including our dividend policy;
	•	Reviews our investing activities; and
	•	Reviews and makes recommendations to the Board with respect to significant investments.

Nuclear Committee	Key Responsibilities
Chair: Kirkland H. Donald   Other Members: Patrick J. Condon and Stuart L. Levenick   5 meetings in 2021   The number of Nuclear Committee meetings in 2021 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 Operations.	•	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.

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• 23

CORPORATE GOVERNANCE

Personnel Committee	Key Responsibilities
Chair: Karen A. Puckett   Other Members: John R. Burbank, Brian W. Ellis, Alexis M. Herman and Blanche L. Lincoln   9 meetings in 2021   All members satisfy 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.

Executive Committee. The Board also has an Executive Committee, which is chaired by Leo P. Denault, our Chairman and Chief Executive Officer. Other Members of the Executive Committee are Philip L. Frederickson and Stuart L. Levenick. The Executive Committee is authorized to act for the Board on all matters, except those matters specifically reserved by Delaware law to the entire Board. It did not meet in 2021.

Meeting Information

Board Meetings. In 2021, the Board of Directors met 12 times. Each of the incumbent directors attended at least 75% of the total meetings of our Board and the committees on which he or she served. In 2021, all of the directors attended 100% of the meetings of the Board and committees on which they served.

Annual Shareholder Meeting. We encourage, but do not require, our Board members to attend our annual meeting of shareholders. All of our Board members then in office attended our 2021 annual meeting of shareholders, which was conducted virtually.

Executive Sessions. The Corporate Governance Guidelines require the independent directors to meet in executive session without any members of management present at least four times a year. In practice, the independent directors typically meet in executive session during each regular Board meeting with our Lead Director presiding over these sessions.

How Our Board and Committees Evaluate Their Performance

Annually, the Board and each of its committees conduct a rigorous self-evaluation of their respective performance and effectiveness. This process, which is conducted prior to the annual meeting each year, is overseen by the Corporate Governance Committee and is reviewed annually to determine whether it is well designed to maximize its effectiveness and to ensure that all appropriate feedback is being sought and obtained by the Corporate Governance Committee.

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Illustrated below is the Board self-evaluation process:

 

Our Board self-evaluation covers the following areas, among others:

• Board effectiveness;

• Satisfaction with the performance of the Lead Director;

• Board and committee structure and composition;

• Satisfaction with the performance of the Chairman;

• Access to the Chief Executive Officer and other members of senior management;

• Quality of the Board discussions and balance between presentations and discussion;

• Quality of materials presented to directors;

• Board and committee information needs;

• Satisfaction with Board agendas and the frequency of meetings and time allocation;

• Whether the Board is focusing on the most important issues;

• Oversight of key risks and risk management;

• Board dynamics and culture;

• Board dialogue;

• Board and committee succession planning;

• Director access to experts and advisors; and

• Satisfaction with the format of the evaluation.

Risk Oversight

Inherent in the Board’s responsibilities is understanding and overseeing the major risks we face and our risk assessment and risk management processes. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive and to achieve the Company’s long-term strategic objectives. Key objectives of the Board’s risk oversight framework are to:

• 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.

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CORPORATE GOVERNANCE

Like other companies, Entergy is subject to many diverse risks. These include financial and accounting risks, market and credit risks, capital deployment risks, operational risks, compensation risks, liquidity risks, litigation risks, strategic risks, regulatory risks, reputation risks, climate risks, natural-disaster risks and technology risks, including the cybersecurity risks discussed below, among others. Some critical risks having enterprise-wide significance, such as corporate strategy and capital budget, require the full Board’s active oversight, but our Board committees also play a key role because they can devote more time to reviewing specific risks within their respective areas of responsibility. To facilitate full Board engagement, the Board’s committees typically hold their regular meetings sequentially on a committee meeting day prior to the day of each regular Board meeting, enabling all directors to participate in all committee meetings.

In accordance with NYSE standards, our Audit Committee has the primary responsibility for overseeing risk management. Our standing Board committees also regularly consider risks arising within their respective functional areas of responsibility. Each of these committees receives regular reports from management which assist it in its oversight of risk in its respective area of responsibility. To help the Board carry out its responsibility for risk oversight, the Board’s standing committees focus on the following specific key areas of risk.

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
Accounting and financial matters, including compliance with legal and regulatory requirements and financial reporting processes and internal control systems.	Corporate governance, including Board structure, environmental matters, sustainability and corporate social responsibility.	Financial affairs of the Company, including capital structure, major transactions and capital investments.	Nuclear operations, regulations and safety.	Compensation policies and practices, organizational health, and diversity inclusion and succession planning.

 

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.

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Cybersecurity Oversight

The Audit Committee oversees cybersecurity risk management practices and performance. The committee receives reports at each regular meeting (5 times a year) provided by the Chief Information Officer, Chief Security Officer, and General Auditor on the Company’s cybersecurity management program. The reports focus on our Company’s programs and protocols in place to mitigate cybersecurity risks, led by the Chief Security Officer. Among other things, the reports include:

➣
Recent cyber risk and cybersecurity developments

➣
Industry engagement activities

➣
Legislative and regulatory developments

➣
Cyber risk governance and oversight

➣
Key cyber risk metrics and activities

➣
Cyber risk incident response plans and strategies Cybersecurity drills and exercises

➣
Assessments by third party experts

➣
Major projects and initiatives

In addition, the Audit Committee and the entire Board has received briefings from outside experts on cybersecurity risks and cyber risk oversight. We have also established a governance structure under our Chief Security Officer that oversees investments in tools, resources, and processes that allows for the continuous improvement of the maturity of our cybersecurity posture.

The Company has incorporated into its Emergency Incident Response Team Plan certain cyber-specific response protocols and procedures to guide the Company’s response to a cyber incident. The plan details the roles and responsibilities of the Company officers who would need to be engaged in such a response, including key questions to be addressed, critical decision points and sources of key information to support decision-making. The plan also includes procedures specific to a ransomware attack that are designed to guide escalation and disposition of a threatened or actual ransomware event. Senior management and the Emergency Incident Response Team periodically review and drill on the plan, and in 2021, they conducted a live tabletop exercise on a hypothetical ransomware event.

Our Commitment to Sustainability

Board Engagement on Sustainability

We are striving to build a clean and sustainable future for our customers, employees, owners and the communities in which we operate. Consistent with this mission, the Board and its committees regularly receive and discuss reports and provide strategic oversight of a wide range of sustainability and corporate responsibility matters, as further discussed below.

The Corporate Governance Committee is responsible for the oversight of the Company’s sustainability strategies, practices and policies and environmental, social and governance reporting. The committee meets this responsibility by ensuring that recognized sustainability risks and opportunities are being addressed by the full Board or an appropriate Board committee and by overseeing the Company’s overall sustainability strategy.

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CORPORATE GOVERNANCE

Each of the Board’s standing committees has responsibility for sustainability risks and issues within its area of expertise, as shown below.

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

Climate Strategy Oversight

The Board is actively and regularly engaged in the development and oversight of the Company’s climate strategy and consideration of climate change-related risks and opportunities, due to their many implications for the Company’s overall business strategy. In 2021, this included briefings to help the Board better understand how the Company benchmarks against other utilities in various measures including ESG ratings; ownership by ESG-oriented investment funds; carbon emissions rates; relative ownership of coal, gas, nuclear and renewable generation and net-zero carbon goals. Recognizing that the Company needed to increase the level of renewables in its generation portfolio to continue to deliver the outcomes desired by its key stakeholders, the Board also engaged in strategic discussions about potential paths to achieving that objective. The Board was briefed regularly on management’s progress, leading to the development of an updated capital investment plan that doubled the Company’s planned additions to its renewables capacity by 2025, putting the Company on track to achieve its 2030 carbon goal well ahead of schedule. The Board also provided valuable input and oversight in the development of the Company’s strategy for supporting customer demands for more sustainable service offerings and assisting customers in meeting their own sustainability goals through clean electrification. In addition, the Board was briefed regularly on the impacts and recovery from Winter Storm Uri and Hurricane Ida and is overseeing the development of a strategy to substantially accelerate resilience investments to strengthen the ability of the Company’s transmission and distribution systems to withstand more frequent and severe storms.

Human Capital Management Oversight

Ensuring our workplace processes support our desired culture and strategy begins with our Board and the Office of the Chief Executive (OCE). Our Board and its committees set the tone at the top, holding senior management accountable for building our unique corporate culture. The Personnel Committee establishes priorities and reviews performance on a range of topics. It oversees our incentive plan design and administers our executive compensation plans to incentivize the behaviors and outcomes that support achievement of our corporate objectives. Annually, it reviews executive performance, development, and succession plans to align a high-performing executive team with the Company’s priorities. The Personnel Committee oversees our performance through regular briefings and reviews on a wide variety of human resources topics, including our safety culture and performance; our organizational health; and our diversity, inclusion, and belonging (DIB) initiatives and performance.

The Personnel Committee’s Charter was revised in 2021 to explicitly charge the committee with responsibility for overseeing and monitoring the effectiveness of the Company’s human capital strategies, including its workforce diversity, inclusion, organizational health and safety strategies, programs and initiatives. The amended Charter further provides that as part of its review of such matters, the committee will assess the effectiveness of the Company’s human resource programs and practices and the relative alignment of our human capital strategy with the Company’s strategic objectives. These changes were consistent with actions the committee already was taking and were intended to reinforce the committee’s accountability in these important areas.

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  CORPORATE GOVERNANCE

In recognition of the important role that organizational health and diversity, inclusion and belonging play in enabling us to achieve our business strategies, the Personnel Committee receives briefings on the Company’s organizational health and DIB programs, strategies and performance at each of its regular meetings, or five times per year. At each meeting the committee receives updates on and discusses the Company’s performance to date on key workforce, workplace and marketplace measures of performance, including progress in the representation of women and underrepresented minorities, both in the total workforce and in director level and above placements, progress in key DIB initiatives, and diverse supplier spend. In addition to these updates, the committee receives periodic detailed briefings on these and other DIB topics at its regular meetings, which all directors are invited to, and typically do, attend. The committee also reviews with management the results of the Company’s annual organizational health survey of employees, which includes questions specifically tailored to develop information on the Company’s inclusive climate, reflecting both employees’ subjective experiences and their perception of how well the Company is performing on various aspects of inclusion and belonging.

Other committees of the Board oversee other key aspects of our culture. For example, the Audit Committee reviews reports on our ethics and compliance training and performance, as well as regular reports on calls made to our ethics line and related investigations. As noted, to maximize the sharing of information and facilitate the participation of all Board members in these discussions, our Board schedules its regular committee meetings in a manner such that all directors can attend.

The OCE, which includes the Senior Vice President and Chief Human Resources Officer (CHRO), ensures annual business plans are designed to support our talent objectives, reviews workforce-related metrics, and regularly discusses the development, succession planning and performance of their direct reports and other Company officers.

Public Policy Oversight and Engagement

We are committed to participating constructively in the political and legislative process, as we believe such participation is essential to our Company’s long-term success. Our participation in the political and legislative process includes contributions to political organizations and lobbying activity in a manner that is compliant with all applicable laws and reporting requirements. We lobby in support of our strategic priorities, including our climate policy priorities, through internal and external lobbyists, and we belong to trade associations that engage in lobbying. For additional information on our climate policy priorities and advocacy, see www.entergy.com/investor_relations/corporate_governance.

The Corporate Governance Committee is apprised of key public policy issues that may affect our business, is responsible for ensuring alignment of our policy advocacy efforts with Entergy’s policies and values and monitors the public policies applicable to the Company and oversight of the Company’s corporate political activity. Management provides regular updates on lobbyists and lobbying activities to the Corporate Governance Committee, and annually, the Corporate Governance Committee reviews and approves our Public Policy and Advocacy Policy (Advocacy Policy) and Annual Political Contributions Report. Please see our website at www.entergy.com/investor_relations/corporate_governance for a copy of the Advocacy Policy, the Annual Report on Political Contributions and more information about our political contributions and lobbying activity.

Sustainability Reporting and Disclosure

Our 2021 Integrated Report describes our sustainability strategies and initiatives, particularly as they relate to financial and ESG issues. Reflecting our belief that the interests of all of our stakeholders are inextricably linked, the report provides a single integrated source of information for all stakeholders and explains how we measure and manage our overall performance using a combination of financial, environmental, community, employee and other measures.

Our 2021 Integrated Report is consistent with the Global Reporting Initiative (GRI) framework. We also disclose information in alignment with the Sustainability Accounting Standards Board (SASB) standards. In partnership with the Edison Electric Institute (EEI), Entergy annually reports ESG measurements, goals, and actions in a consistent manner for our investors through the use of the EEI template. Entergy also prepares, submits and discloses CDP Climate and CDP Water reports. Our SASB mapping, CDP submissions, EEI template, GRI index, performance data table and other ESG disclosures are available at https://www.entergy.com/sustainability/disclosures/.

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CORPORATE GOVERNANCE

Shareholder Engagement

Our Board’s Commitment to Shareholder Engagement

Our directors and management recognize the benefits that come from robust dialogue with shareholders and other relevant parties and we have embraced an active engagement strategy for many years. We engage with shareholders throughout the year in order to:

✔
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.

✔
Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices.

How We Engage

As illustrated below, we approach shareholder engagement as an integrated, year-round process involving senior management, our investor relations team, our corporate governance team, and in some instances our Lead Director, Stuart L. Levenick. Throughout the year, we meet with analysts and institutional investors to share our perspective and to solicit their feedback on our performance. This includes participation in investor conferences and other formal events and group and one-on-one meetings throughout the year. We also engage with governance representatives of our major shareholders, through conference calls that occur during and outside of the proxy season. Members of our investor relations, executive compensation, corporate governance and sustainability groups discuss, among other matters, Company performance, executive compensation, emerging corporate governance practices, other environmental and social issues and environmental and sustainability oversight and performance. We also frequently engage with shareholders who submit shareholder proposals in an effort to better understand their perspective on the issue underlying the proposal, provide information and determine whether there may be disclosure enhancements or other beneficial actions we can take to address their concerns.

 

By The Numbers

We contacted shareholders representing nearly 61% of our outstanding shares in our 2021 – 2022 offseason outreach effort, resulting in substantive engagements with the holders of approximately 24% of our shares.

Shareholder Feedback

➣
Shareholders appreciated the opportunity to meet with our team for open discussion and to directly ask questions;

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➣
Investors continued to express a high level of interest in climate change risk, with an increased focus on our climate resiliency strategy and our plans with respect to physical risk assessment and related disclosures;

➣
Investors also remained interested in our commitment to achieve net zero carbon emissions by 2050, including our progress on incorporating more renewables into our generation mix and whether we plan to set a new interim climate goal;

➣
Other environmental topics of interest included our plans to issue an updated TCFD-aligned climate scenario analysis/transition report, our unique opportunity to assist our industrial customers in achieving their environmental goals, the degree to which we expect to rely on offsets to meet our environmental commitments, and the role of nuclear power;

➣
Investors also remained interested in human capital management issues, particularly relating to our DIB programs and strategy;

➣
Investors continue to be interested in Board refreshment and the process we use to select new directors; and

➣
We received valuable feedback on our ESG disclosures, including interest in seeing first year results of our inclusion of ESG measures in the funding mechanism for our short-term incentive awards.

Outcomes from Shareholder Feedback

Feedback from our engagements with shareholders is thoughtfully considered and has led to modifications in our governance practices, executive compensation programs and disclosures. Some of the actions we have taken in recent years that have been informed by shareholder feedback include:

✔
Addition of ESG measures as part of the determination of our 2021 short-term incentive awards;

✔
Addition of a second measure in addition to TSR to our Long-Term Performance Units Program;

✔
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;

✔
Enhancements to our proxy disclosure, including in the areas of risk oversight (including cyber risk and human capital management oversight), climate strategy 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 governance and oversight and water management; and

✔
Other enhancements to the environmental and sustainability disclosures on our website and in our Integrated Report.

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CORPORATE GOVERNANCE

How You Can Communicate With Our Board

We believe communication between the Board and the Company’s shareholders and other interested parties is an important part of the corporate governance process. Shareholders and other interested parties may communicate with our Board, our Lead Director or any individual director in care of the Lead Director at:

Entergy Corporation

639 Loyola Avenue

P.O. Box 61000

New Orleans, LA 70161

Email: etrbod@entergy.com

Spam junk mail, mass mailings, service complaints, service inquiries, new service suggestions, resumes and other forms of job inquiries, surveys, business solicitations and advertisements or requests for donations and sponsorships will not be forwarded.

Review and Approval of Related Party Transactions

Our Board has adopted a written Related Party Transaction Approval Policy that applies to any transaction or series of transactions in which the Company or a subsidiary is a participant:

• 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).

The policy is administered by the Corporate Governance Committee. The committee will consider relevant facts and circumstance in determining whether or not to approve or ratify such a transaction and will approve or ratify only those transactions that are, in the committee’s judgment, appropriate or desirable under the circumstances. The Corporate Governance Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including: (i) compensation and related party transactions involving a director or an executive officer solely resulting from service as a director or employment with the Company as long as the compensation is approved by the Board (or an appropriate committee); (ii) transactions involving public utility services at rates or charges fixed in conformity with law or governmental authority; or (iii) all business relationships between the Company and a Related Party made in the ordinary course of business on terms and conditions generally available in the marketplace an in accordance with applicable law. To the Company’s knowledge, since January 1, 2021, neither the Company nor any of its affiliates has participated in any Related Party transaction.

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​2021 Non-Employee Director Compensation

The Corporate Governance Committee reviews director compensation and seeks to compensate our directors in a manner that attracts and retains highly qualified directors. As part of its review, the committee engaged Pay Governance LLC (Pay Governance) to conduct a competitive benchmarking of our director compensation against the companies in the Philadelphia Utility Index, as well as the S&P 500.

Cash Compensation Paid to Non-Employee Directors

Our non-employee directors receive the following cash compensation:

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

The cash retainer is paid pro-rata in quarterly installments. Beginning in May 2022, directors may defer receipt of all or a portion of any cash retainer into the Non-Employee Director Cash Deferral Plan. Deferrals earn market returns based on the investment alternatives chosen by them from the funds offered by Entergy’s Savings Plan.

Equity-Based Compensation

All non-employee directors receive two types of equity-based compensation grants:

Quarterly Stock Award. Each of our non-employee directors receives a quarterly stock grant of shares of our common stock with a fair market value at the time of grant equal to $19,375. Directors may elect to defer receipt of these shares and receive phantom stock units of Entergy common stock in lieu of the quarterly common stock grant. The phantom stock units are the economic equivalent of one share of our common stock and are paid in cash in an amount equal to the market value of our common stock at the time of distribution. Deferred shares accrue dividend equivalents until distribution.

Annual Grant of Phantom Stock Units. Annually under our Service Recognition Program (SRP), non-employee directors receive a grant of phantom stock units (SRP Units) having a value of $80,000 on the date of grant. All SRP Units granted under this program are the economic equivalent of one share of our common stock, are vested at the time of grant and are payable upon the conclusion of the director’s service on the Board. Upon the conclusion of his or her service on the Board, a director will receive one share of our common stock for each SRP Unit held by the director on the date of the director’s retirement or separation from the Board. Phantom stock units accumulate dividend equivalents based on the dividends paid on the Company’s common stock, which also are payable in shares of common stock following the conclusion of the director’s service. SRP Units accrued prior to the beginning of 2022 will be paid in five annual installments beginning on the first day of the month following the director’s separation from the Board. SRP Units accrued beginning in 2022 will be paid in a lump sum following separation from the Board unless a director elects to continue to receive the SRP Units in five annual installments. Directors may delay the commencement of the lump sum payment or the annual installments until five years after separation from the Board. Any then-outstanding SRP Units are paid in one lump sum upon the non-employee director’s death.

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 2021 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.

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2021 NON-EMPLOYEE DIRECTOR COMPENSATION

2021 Non-Employee Director Compensation Table

The following table provides information on the 2021 compensation of non-employee directors who served for all or a part of 2021. We reimburse directors for reasonable out-of-pocket expenses attendant to their Board service.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
John R. Burbank	$112,500	$157,731	$11,211	$281,442
Patrick J. Condon	$160,000	$157,731	$24,741	$342,472
Kirkland H. Donald	$152,000	$157,731	$25,420	$335,151
Brian W. Ellis	$112,500	$124,668	$880	$238,048
Philip L. Frederickson	$127,500	$157,731	$18,306	$303,537
Alexis M. Herman	$112,500	$157,731	$56,724	$326,955
M. Elise Hyland	$112,500	$157,731	$5,298	$275,529
Stuart L. Levenick	$160,500	$157,731	$49,896	$368,127
Blanche L. Lincoln	$127,500	$157,731	$32,792	$318,023
Karen A. Puckett	$132,500	$157,731	$22,801	$313,032

(1)
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.

(2)
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 2021 and the 765 SRP Units granted to each director in 2021 under the SRP, other than Mr. Ellis who received a pro rata grant of 449 SRP Units. 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, 2021. As of December 31, 2021, the outstanding phantom units held by each non-employee director were: Mr. Burbank: 2,617; Mr. Condon: 5,619; Mr. Donald: 6,962; Mr. Ellis: 449; Mr. Frederickson: 5,119; Ms. Herman: 15,072; Ms. Hyland: 1,749; Mr. Levenick: 13,303; Ms. Lincoln: 8,872; and Ms. Puckett: 5,619.

(3)
The amounts in this column include dividend equivalents accrued under the SRP, Company paid physical exams and related expenses and director education related expenses. For 2021, accrued dividend equivalents under the SRP were: Mr. Burbank: $8,648; Mr. Condon: $20,236; Mr. Donald: $25,420; Mr. Ellis: $880; Mr. Frederickson: $18,306; Ms. Herman: $56,724; Ms. Hyland: $5,298; Mr. Levenick: $49,896; Ms. Lincoln: $32,792; and Ms. Puckett: $20,236.

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AUDIT MATTERS

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2022

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor. It annually reviews the qualifications, performance and independence of the Company’s independent auditor in accordance with regulatory requirements and guidelines and evaluates whether to change the Company’s independent auditor.

Based on this review, the Audit Committee has appointed Deloitte & Touche LLP (Deloitte & Touche) as the independent auditor to conduct the Company’s annual audit for 2022. Deloitte & Touche has served as the Company’s independent auditor since 2001. The Board considers the selection of Deloitte & Touche as the Company’s independent auditor for 2022 to be in the best interest of the Company and its shareholders. Although shareholder approval is not required for the appointment of Deloitte & Touche, the Board and the Audit Committee have determined that it would be desirable as a good corporate governance practice to ask the shareholders to ratify the appointment of Deloitte & Touche as our independent auditor. Ratification requires the affirmative vote of a majority of the shares entitled to vote on the matter and present in person or represented by proxy at the Annual Meeting. If the shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and its shareholders.

✔
The Board of Directors and the Audit Committee unanimously recommend that the shareholders vote FOR the ratification of the appointment of Deloitte & Touche LLP.

Audit Committee Report

The Entergy Corporation Board of Directors’ Audit Committee is comprised of four independent directors. The committee operates under a Board-adopted written charter which was revised most recently in May 2019. The Board has determined that each member of the Audit Committee has no material relationship with the Company under the Board’s independence standards and that each is independent and financially literate under the listing standards of the NYSE and under the SEC’s standards relating to the independence of audit committees. In addition, the Board has determined that Messrs. Condon and Frederickson satisfy the financial expertise requirements of the NYSE and have the requisite experience to be designated an audit committee financial expert as that term is defined by the rules of the SEC.

Management is responsible for the preparation, presentation and integrity of Entergy’s and its subsidiaries’ financial statements and for maintaining appropriate accounting and financial reporting policies and practices and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Audit Committee is responsible for overseeing Entergy’s accounting and financial reporting processes and audits of Entergy’s financial statements. As set forth in its charter, the Audit Committee acts in an oversight capacity and relies on the work and assurances of management, Entergy’s internal auditors, as well as Entergy’s independent registered public accounting firm, Deloitte & Touche. Deloitte & Touche is responsible for auditing the consolidated financial statements of Entergy and expressing an opinion on their conformity with generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the Public Company Accounting Oversight Board (PCAOB).

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by Deloitte & Touche. In fulfilling its oversight responsibility, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors, and the extent to which the independent registered public accounting firm may be retained to perform non-audit services.

The Audit Committee held 9 meetings during 2021. The meetings were designed to facilitate and encourage private communication between the Audit Committee and management, the internal auditors and Deloitte & Touche. During these meetings, the Audit Committee reviewed and discussed the audited annual financial statements, the unaudited interim financial statements and significant accounting policies applied by Entergy and its subsidiaries in their financial

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AUDIT MATTERS

statements with management and Deloitte & Touche. The Audit Committee also has discussed with and received regular status reports from Entergy’s General Auditor and Deloitte & Touche on the overall scope and plans for their audits of Entergy, including their scope and plans for evaluating the effectiveness of internal control over financial reporting as required by applicable rules of the PCAOB and applicable SEC rules. On a regular basis, the Audit Committee reviews Entergy’s cybersecurity risk management practices and performance, primarily by receiving reports on the Company’s cybersecurity management program as prepared by the Chief Information Officer, Chief Security Officer, Chief Information Security Officer, and General Auditor.

The discussions with Deloitte & Touche also included the matters required to be discussed by the applicable requirements of the SEC and PCAOB, including Critical Audit Matters. The Audit Committee received from the independent registered public accounting firm the written disclosures and the letter required pursuant to applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche, its independence. As required by SEC rules, lead audit partners are rotated every five years. The Audit Committee was directly involved in the selection process of the current and prior lead partners. One or more members of the Audit Committee meet with candidates for the lead audit partner and the committee discusses the appointment before the rotation occurs. Deloitte & Touche provides no internal audit services for Entergy or its subsidiaries and the Audit Committee has concluded that non-audit services provided by Deloitte & Touche are compatible with maintaining its independence.

Based on the above-referenced reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Entergy’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Board approved this recommendation.

The Audit Committee of the Entergy Corporation Board of Directors:

Patrick J. Condon, Chair	M. Elise Hyland
Philip L. Frederickson	Karen A. Puckett

Independent Registered Public Accountants

A representative of Deloitte & Touche will be present at the Annual Meeting and will be available to respond to appropriate questions by shareholders and will be given an opportunity to make a statement if the representative desires to do so.

Aggregate fees billed to Entergy and its subsidiaries for the years ended December 31, 2021 and 2020 by Deloitte & Touche and their affiliates were as follows:

	2021	2020
Audit Fees	$9,918,175	$9,323,550
Audit-Related Fees(a)	746,000	786,000
Total audit and audit-related fees	$10,664,175	$10,109,550
Tax Fees
All Other Fees(b)	392,895	183,060
Total Fees(c)	$11,057,070	$10,292,610

(a)
Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.

(b)
Incudes fees for cybersecurity assessment, ethics and compliance assessment and license fee for accounting research tool.

(c)
100% of fees paid in 2021 and 2020 were pre-approved by the Audit Committee.

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2022 Proxy Statement

  AUDIT MATTERS

Audit Committee Guidelines for Pre-Approval of Independent Auditor Services

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy’s independent auditor to perform services for Entergy:

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.

2022 Proxy Statement
• 37

EXECUTIVE OFFICER COMPENSATION

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

Pursuant to regulations under Schedule 14A of the Securities Exchange Act of 1934 (Exchange Act), we are asking you to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (NEOs) disclosed in the Compensation Discussion and Analysis (CD&A) and the compensation tables, notes and narrative in this Proxy Statement. Consistent with this practice and SEC rules, we are asking you to approve the following resolution:

“RESOLVED that the Company’s shareholders approve, on an advisory basis, the compensation paid to its Named Executive Officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Shareholders, pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and other related tables and disclosure.”

Our Board believes that the compensation of our executive officers is well aligned with Company performance, and functions to attract, motivate and retain the key executives who are crucial to our long-term success.

We engage with shareholders throughout the year, including discussing our compensation programs and practices, and we also obtain important and valuable feedback through this annual say-on-pay vote. Although this advisory vote is non-binding, the results of this vote and the views expressed by our shareholders in these discussions will inform the Personnel Committee’s future decisions about our executive compensation. Consistent with the preferences expressed by our shareholders, we hold these advisory votes on an annual basis.

For the above reasons:

✔
The Board of Directors unanimously recommends that the shareholders vote FOR the advisory resolution approving the Company’s Named Executive Officer compensation.

Compensation Discussion and Analysis

This CD&A describes our executive compensation policies, programs, philosophy, and decisions regarding our NEOs for 2021. We also explain how and why the Personnel Committee of our Board arrived at the specific compensation decisions involving the NEOs in 2021, who were:

​
  Leo P. Denault
Chairman of the Board and
Chief Executive Officer ​
 
Andrew S. Marsh
Executive Vice President and
Chief Financial Officer ​
 
Marcus V. Brown
Executive Vice President and General Counsel

​
  Paul D. Hinnenkamp
Executive Vice President and
Chief Operating Officer ​
 
Roderick K. West
Group President, Utility
Operations

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2022 Proxy Statement

  EXECUTIVE OFFICER COMPENSATION

CD&A Table of Contents

		Page
Overview
•	2021 Business Performance Highlights	39
•	Our Compensation Principles and Philosophy	41
•	Compensation Best Practices	42
•	2021 Say-on-Pay Vote Results	43
•	Paying for Performance	43
•	Alignment of Pay and Performance	45