DEF 14A of Entergy Corp /De/, Mar 22, 2024

DEF 14A of Entergy Corp /De/

Filed Mar 22, 2024 · FY20230000065984-24-000029

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders

    | 2023 Non-Employee Director Compensation Table | 40 | | Audit Matters | 42 | | Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2024 | 42 | | Audit Committee Report | 43 | | Independent Auditor Fees and Services | 44 | | Audit Committee Guidelines for Pre-Approval of Independent Auditor Services | 44 | | Executive Officer Compensation | 45 | | Proposal 3 – Advisory Vote to Approve Named Executive Compensation | 45 | | Compensation Discussion and Analysis | 46 | | Annual Compensation Programs Risk Assessment | 71 | | Talent and Compensation Committee Report | 71 | | Compensation Tables | 72 | | Pay Ratio Disclosure | 88 | | Pay Versus Performance | 89 | | Entergy Share Ownership | 94 | | Directors and Executive Officers | 94 | | Beneficial Owners of More Than Five Percent of Entergy Common Stock | 95 | | Other Important Information | 96 | | Code of Business Conduct and Ethics | 96 | | Key Corporate Governance Documents | 96 | | Submitting Shareholder Proposals and Director Nominees for Our 2025 Annual Meeting | 96 | | How To Obtain Our Annual Report on Form 10-K | 97 | | Cautionary Note Regarding Forward-Looking Statements | 97 | | General Information About the Annual Meeting | 98 | | Appendix A – Information Regarding GAAP and Non-GAAP Financial Measures | A-1 |

  2. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors At the Annual Meeting, 11 director nominees are to be elected to hold office until the 2025 annual meeting and until their successors have been elected and qualified. Each of the nominees was elected at our 2023 annual meeting of shareholders. Currently, our Board consists of 12 directors. Patrick J. Condon will be retiring from our Board at the Annual Meeting, at which time the size of our Board will be reduced to 11 directors.

  3. Our 2024 Director Nominees

    Our 2024 Director Nominees Biographical information about each Director nominee, including highlights of his or her professional experience, committee memberships, qualifications and other directorships is set forth on the following pages. Ages provided for each director are as of March 22, 2024.

  4. Our 2024 Director Nominees

    | Andrew S. Marsh | | | New Orleans, Louisiana Age 52 Director since 2022 | Board Committee: Executive (Chair) Professional Highlights •Chair of the Board, Entergy Corporation (since February 2023) •Chief Executive Officer, Entergy Corporation (since November 2022) •Executive Vice President and Chief Financial Officer, Entergy Corporation (2013-2022) •Director, Nuclear Electric Insurance Limited (NEIL) (since 2020) | | Key Qualifications and Experience: As our Chair and Chief Executive Officer and former Executive Vice President and Chief Financial Officer, Mr. Marsh brings to the Board his leadership skills, his deep knowledge of the Company, and his extensive senior executive experience in the utility industry. | |

  5. Our 2024 Director Nominees

    | 10 | | Entergy 2024 Proxy Statement |

  6. Our 2024 Director Nominees

    | Gina F. Adams | | | Age 65 Washington, DC Director since 2023 | Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Corporate Vice President, Government and Regulatory Affairs, FedEx Corporation (since 2001) •Staff Vice President, International Regulatory Affairs, FedEx Corporation (1999-2001) •Staff Director, International Regulatory Affairs, FedEx Corporation (1998-1999) •Managing Attorney, International Regulatory Affairs, FedEx Corporation (1992-1998) •Attorney, Office of General Counsel, U.S. Department of Transportation (1983-1992) •Director, American Funds (a division of a privately owned wealth management firm) (since 2019) •Chair, American University (since 2023; Trustee since 2007) | | Key Qualifications and Experience: Ms. Adams brings to the Board her extensive experience in international federal, state and local government relations, lobbying, and stakeholder engagement, including with regard to legislative, policy, regulatory, operational, sustainability and economic issues, acquired over the course of her career, including her service as Corporate Vice President, Government and Regulatory Affairs at FedEx Corporation. Ms. Adams also brings valuable experience in human capital management acquired through her significant roles in senior management for a large enterprise and in risk management through her legal and business experience and her outside board service. | | | John H. Black | | | Age 64 Atlanta, Georgia Director since 2023 | Board Committees: Audit, Nuclear Professional Highlights •Audit Partner, Deloitte & Touche LLP (2002-2021) •Audit Partner, Arthur Andersen & Co. (1992-2002) | | Key Qualifications and Experience: As a retired audit partner of a “Big Four” accounting firm, Mr. Black brings to the Board deep experience in accounting and auditing matters and extensive utility industry auditing experience, including serving as the Company’s lead audit partner from 2011 to 2015 and in a similar role with other large and complex utility industry clients. Mr. Black’s lead audit partner experience also includes advising clients with fully competitive, customer-driven businesses, which have been impacted by transformational and technological changes, as well as advising on environmental, social and governance (ESG) programs and reporting practices and internal controls relating to ESG data. | |

  7. Our 2024 Director Nominees

    | Entergy 2024 Proxy Statement | | 11 |

  8. Our 2024 Director Nominees

    | John R. Burbank | | | Age 60 Groton, Connecticut Director since 2018 | Board Committees: Finance, Talent and Compensation Professional Highlights •Independent Strategic Advisor and Entrepreneur •President, Corporate Development and Strategy, Nielsen Holdings plc (a global information, data and measurement company) (2017-2019) •President, Strategic Initiatives, Nielsen Holdings plc (2011-2017) •Former Trustee, March of Dimes Other Current Public Company Boards •Director, Vizio Holding Corp. (since 2020) | | Key Qualifications and Experience: 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 and risk management experience leading strategic investments, corporate development and strategy at Nielsen Holdings plc. In addition, through his experience as a member of the board of directors of Vizio Holding Corp., Mr. Burbank brings to our Board a valuable understanding of public company governance. | | | Admiral Kirkland H. Donald, USN (Ret.) | | | Age 70 Mount Pleasant, South Carolina Director since 2013 | Board Committees: Finance, Nuclear (Chair) Professional Highlights •President and Chief Executive Officer, Systems Planning and Analysis, Inc. (2014-2015) •Executive Vice President, Chief Operating Officer and Director, Systems Planning and Analysis, Inc. (2013-2014) •Admiral U.S. Navy (Retired) •Director, Naval Nuclear Propulsion (2004-2012) •National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight Other Current Public Company Boards •Chairman of the Board, Huntington Ingalls Industries, Inc. (director since 2017; Chairman of the Board since 2020) •Director, Centrus Energy Corporation (since 2021) | | Key Qualifications and Experience: 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. He also brings expertise in technology, cybersecurity and corporate governance acquired through his public company board service noted above and private company board service for a private nonprofit applied science and technology development company and for a leading provider of secure supply chain management and cyber solutions. | |

  9. Our 2024 Director Nominees

    | 12 | | Entergy 2024 Proxy Statement |

  10. Our 2024 Director Nominees

    | Brian W. Ellis | | | Age 58 Bethesda, Maryland Director since 2020 | Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •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) | | Key Qualifications and Experience: 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. | | | Philip L. Frederickson | | | Age 67 Arden, North Carolina Director since 2015 | Board Committees: Audit, Executive, Finance (Chair) Professional Highlights •Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips (2006-2008) •Executive Vice President, Commercial, ConocoPhillips (2002-2006) •Former Director, Sunoco Logistics Partners L.P. (former public company, now a subsidiary of Energy Transfer LP) •Former Director, Rosetta Resources Inc. (former public company, acquired by Noble Energy, Inc.) •Former Director, Williams Partners LP (former public company acquired by The Williams Companies, Inc.) | | Key Qualifications and Experience: 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. Additionally, Mr. Frederickson has significant experience evaluating financial statements acquired through his service on public company audit committees and during his career at ConocoPhillips, where his roles involved extensive evaluation and analysis of financial statements. In addition to his diverse senior-level management and financial analysis 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 area. | |

  11. Our 2024 Director Nominees

    | Entergy 2024 Proxy Statement | | 13 |

  12. Our 2024 Director Nominees

    | M. Elise Hyland | | | Age 64 Pittsburgh, Pennsylvania Director since 2019 | Board Committees: Audit, Finance Professional Highlights •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) •Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (midstream services provider) (2013-2017) •President of Commercial Operations, EQT Midstream Services, LLC (2010-2013) •President, Equitable Gas Company, a previously owned entity of EQT (2007-2010) •Former Director, EQT Midstream Partners (former public company) •Former Director, Washington Gas Light Company (former public company) Other Current Public Company Boards •Director, Marathon Oil Corporation (since 2018) | | Key Qualifications and Experience: 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 | | | Age 71 Naples, Florida Director since 2005 | Lead Director Board Committees: Corporate Governance (Chair), Executive, Nuclear Professional Highlights •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) •Former Executive Director, U.S. Chamber of Commerce, Washington, D.C. •Former Executive Director and Past Chairman, Association of Equipment Manufacturers, Washington, D.C. Other Current Public Company Boards •Lead Independent Director, W. W. Grainger, Inc. (director since 2005; Lead Director since 2014) •Director, Finning International, Inc. (since 2016) | | Key Qualifications and Experience: 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, financial and corporate governance 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. | |

  13. Our 2024 Director Nominees

    | 14 | | Entergy 2024 Proxy Statement |

  14. Our 2024 Director Nominees

    | Blanche L. Lincoln | | | Age 63 Little Rock, Arkansas Director since 2011 | Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Founder and Principal, Lincoln Policy Group (a consulting firm) (since July 2013) •Special Policy Advisor for Alston & Bird LLP (2011-2013) •United States Senator for the State of Arkansas (1999-2011) •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 Committees on Finance, Energy and Natural Resources, and Special Committee on Aging •Former Member, U.S. House Committees on Energy and Commerce, Agriculture, and Natural Resources (formerly Committee on Merchant Marine and Fisheries) •Director, Hope Enterprise Corporation (private company) •Trustee, The Center for the Study of the Presidency and Congress •Former Director, Rayonier Inc. (public company) | | Key Qualifications and Experience: 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 insight into the issues and concerns of our Arkansas service area. | | | Karen A. Puckett | | | Age 63 Houston, Texas Director since 2015 | Board Committees: Audit, Talent and Compensation (Chair) Professional Highlights •President and Chief Executive Officer, Harte Hanks, Inc. (marketing services company) (2015-2018) •President-Global Markets, CenturyLink, Inc. (a telecommunication company) (2014-2015) •Executive Vice President and Chief Operating Officer, CenturyLink, Inc. (2009-2014) •President and Chief Operating Officer, CenturyTel, Inc. (2000-2009) •Former Director, Harte Hanks, Inc. (public company) •Director, Non-Executive Chair, Lumos Fiber (private company) •Director, Cypress Creek Renewables, LLC (private company) •Director, Ensono Ltd. (private company) •Director, Osmose Utilities Service, Inc. (private company) | | Key Qualifications and Experience: Ms. Puckett brings to the Board extensive management, operations and business experience acquired through her senior leadership positions in a rapidly changing and highly regulated industry and deep experience with technology-driven innovation. Her ties to the State of Louisiana, as a resident and former senior executive of a large Louisiana-based company, provide insight into the issues and concerns of our Louisiana service area. She also brings experience in governmental and regulatory affairs, human capital management and corporate governance acquired through her career, prior and current outside board service. | | | ü The Board of Directors unanimously recommends that the shareholders vote FOR the election of each nominee. | |

  15. Our 2024 Director Nominees

    | Entergy 2024 Proxy Statement | | 15 |

  16. Director Nominee Recommendations

    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 70161 or 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. Shareholders may also directly nominate candidates for election as directors, as further explained below under the heading “Submitting Shareholder Proposals and Director Nominations for Our 2025 Annual Meeting.”

  17. Director Nominee Recommendations

    | 20 | | Entergy 2024 Proxy Statement |

  18. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The following table provides information on the 2023 compensation of non-employee directors who served for all or a part of 2023. We reimburse directors for reasonable out-of-pocket expenses attendant to their Board service. Mr. Marsh, our Chair and Chief Executive Officer, does not receive any additional compensation for his Board service. See the “2023 Summary Compensation Table” for the compensation received by Mr. Marsh with respect to his 2023 service to the Company.

  19. 2023 Non-Employee Director Compensation Table

    | Name1 | Fees Earned or Paid in Cash ($)2 | Stock Awards ($)3 | All Other Compensation ($)4 | Total ($) | | Gina F. Adams | $84,375 | $85,940 | $— | $170,315 | | John H. Black | $87,630 | $85,940 | $2,066 | $175,636 | | John R. Burbank | $112,500 | $167,655 | $13,850 | $294,005 | | Patrick J. Condon | $155,500 | $167,655 | $28,068 | $351,223 | | Kirkland H. Donald | $150,500 | $167,655 | $32,186 | $350,341 | | Brian W. Ellis | $112,500 | $167,655 | $4,701 | $284,856 | | Philip L. Frederickson | $127,500 | $167,655 | $24,408 | $319,563 | | Alexis M. Herman | $48,302 | $111,961 | $66,411 | $226,673 | | M. Elise Hyland | $112,500 | $167,655 | $10,187 | $290,342 | | Stuart L. Levenick | $185,500 | $167,655 | $61,764 | $414,919 | | Blanche L. Lincoln | $112,500 | $167,655 | $40,246 | $320,401 | | Karen A. Puckett | $132,500 | $167,655 | $33,260 | $333,415 |

  20. 2023 Non-Employee Director Compensation Table

    1Leo Denault served as a director and as an executive officer during a portion of 2023 prior to his retirement on January 31, 2023; however, the only compensation received by Mr. Denault during 2023 was for his service as an executive officer. Mr. Denault did not receive any additional compensation for services provided as a director. The amounts reported for Gina F. Adams and John H. Black reflect the compensation received by each during 2023 beginning upon the effective date of their elections to the Board (March 1, 2023). The amount reported for Alexis Herman reflects the compensation she received during 2023 through the date of her retirement from the Board (May 5, 2023). 2The 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. 3The 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 2023 and the 815 SRP Units granted to each director in 2023 under the SRP, with the exception of Ms. Adams, Mr. Black and Ms. Herman, whose SRP awards were prorated based on the period of time each served as director during the defined year of service under the terms of the SRP. Ms. Adams and Mr. Black were each granted 206 SRP Units and Ms. Herman was granted 757 SRP Units.

  21. 2023 Non-Employee Director Compensation Table

    | 40 | | Entergy 2024 Proxy Statement |

  22. 2023 Non-Employee Director Compensation Table

    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, 2023. As of December 31, 2023, the outstanding phantom units held by each non-employee director serving during 2023 were: Ms. Adams: 206; Mr. Black: 206; Mr. Burbank: 4,097; Mr. Condon: 7,099; Mr. Donald: 8,442; Mr. Ellis: 1,929; Mr. Frederickson: 6,599; Ms. Herman: 12,590; Ms. Hyland: 3,229; Mr. Levenick: 14,783; Ms. Lincoln: 10,352; and Ms. Puckett: 7,099. 4The amounts in this column include dividend equivalents accrued under the SRP, Company paid physical exams and related expenses and director education related expenses. For 2023, accrued dividend equivalents under the SRP were: Mr. Burbank: $13,850; Mr. Condon: $26,518; Mr. Donald: $32,186; Mr. Ellis: $4,701; Mr. Frederickson: $24,408; Ms. Herman: $66,410; Ms. Hyland: $10,187; Mr. Levenick: $58,945; Ms. Lincoln: $40,246; and Ms. Puckett: $26,518.

  23. 2023 Non-Employee Director Compensation Table

    | Entergy 2024 Proxy Statement | | 41 |

  24. Key Accomplishments

    •Entergy Texas’ Umbriel PPA for 150 MW began commercial operations. •Entergy Texas executed a 150 MW PPA for the Piney Woods Solar facility. •Entergy Mississippi’s Sunflower Solar facility, an approximately 100 MW resource acquired and owned through a tax equity partnership, achieved commercial operation and began commercial service. •Entergy Mississippi received approval from the Mississippi Public Service Commission relating to its Economic Development in Green Energy (EDGE) filing for the 170 MW Greer Solar, 150 MW Hinds Solar and 100 MW Wildwood Solar PPAs. Resilience Acceleration. Entergy continued to make regulatory progress in 2023 to enable accelerated resilience investments. This included the passage of new resilience legislation in Texas, and stakeholder engagement along with other important milestones for our accelerated resilience filings by Entergy Louisiana and Entergy New Orleans. Entergy Louisiana also completed a major project in Southeast Louisiana that provides both reliability and resilience benefits. In addition, Entergy New Orleans was selected to receive a grant from the Department of Energy from its “Grid Resilience and Innovation Partnerships” program to cover approximately 50% of Entergy New Orleans’ approximately $110 million “Line Hardening and Microgrid” project. Hurricane Securitizations. Each of Entergy Louisiana and Entergy New Orleans completed their respective regulatory processes for Hurricane Ida restoration costs, all of which were determined to be prudent. Announced Sale of Gas Business. Entergy Louisiana and Entergy New Orleans announced agreements to sell their gas distribution businesses for approximately $484 million. Pending regulatory approval, the sale is scheduled to close around the third quarter of 2025. For information about our Safety, DIB, Customer NPS and Environmental Stewardship performance, see “2023 Annual Incentive Program Performance Measures and Methodology” and “2023 Annual Incentive Program Performance Assessment” below. For additional information about our TSR, relative TSR and Adjusted FFO/Debt performance, see “Payouts for the 2021-2023 PUP Performance Period” below. For additional information about our 2023 performance, see our 2023 Performance Report.

  25. Compensation Best Practices

    | Practice | Description | | Long-Term Incentives Paid in Stock | All long-term incentives are denominated and settled in shares of Entergy stock. | | Robust Stock Ownership Guidelines | We require executive officers to own a significant amount of Entergy stock. | | Cap on Incentive Awards for OCE Members | The maximum payout for members of our OCE is capped at 200% of the target opportunity for our annual incentive and long-term Performance Unit Program (PUP) awards. | | Rigorous Goals | We set financial goals based on externally disclosed annual and multi-year guidance and outlooks, and non-financial goals based on a rigorous internal review. | | No Hedging of Entergy Stock | Our directors, executive officers and employees may not directly or indirectly engage in transactions intended to hedge or offset the market value of Entergy stock owned by them. | | No Pledging of Entergy Stock | Our directors and executive officers may not directly or indirectly pledge Entergy stock as collateral for any obligation. | | Clawback Policy Beyond Dodd-Frank Requirements | We have a recoupment policy that complies with and, in certain respects, goes beyond, the requirements of the new SEC rules and NYSE Listing Standards for our officers as defined under Section 16 for the recovery of any erroneously awarded performance-based incentive compensation. In 2024, we also adopted a discretionary recoupment policy applicable to all of our officers, including the NEOs, that allows for recovery of incentive compensation, including time-based awards, from an officer who engages in certain detrimental conduct. See section of this CD&A discussing “Recoupment of Compensation (Clawback Provisions)” for additional information about these policies. | | No Excessive Perquisites | Executive officers receive limited ongoing perquisites that make up a small portion of total compensation. | | No Tax Gross-Ups | We do not provide tax gross-ups to OCE members, other than with respect to relocation benefits. | | No Dividends on Unearned Performance Awards | We do not pay dividends on unearned performance awards. | | No Repricing or Exchange of Underwater Stock Options | Our equity incentive plan does not permit repricing or the exchange of underwater stock options without shareholder approval. | | No Employment Agreements | We do not have employment agreements with our executive officers. | | Independent Compensation Consultant | The Talent and Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs and practices. | | Annual Say-on-Pay | We value our shareholders’ input on our executive compensation programs and hold annual say-on-pay votes. | | Annual Compensation Risk Assessment | A risk assessment of our compensation programs is performed on an annual basis to assess whether our programs and policies incentivize unnecessary or excessive risk-taking behavior. |

  26. 2023 Incentive Program Awards

    2023 Incentive Program Awards Performance measures and targets for the 2023 annual incentive program awards were determined by the Talent and Compensation Committee in December 2022 and January 2023, respectively. Performance measures and targets for the 2021 – 2023 performance period for the PUP awards were established in December 2020 and January 2021, respectively. In January 2024, the Talent and Compensation Committee certified the results for the Entergy Achievement Multiplier (EAM), the payout factor that determines the funding available for the 2023 annual incentive program awards, and certified the results for the long-term PUP awards for the 2021 – 2023 performance period.

  27. Annual Incentive Program Awards

    Annual Incentive Program Awards In December 2022, the Talent and Compensation Committee determined that the EAM would be based on financial and non-financial measures with the financial measure weighted 60% and the four non-financial measures, which address key aspects of our performance on strategies designed to ensure the long-term health and success of the Company, collectively accounting for the remaining 40%.

  28. Annual Incentive Program Awards

    | Entergy 2024 Proxy Statement | | 51 |

  29. Annual Incentive Program Awards

    Of the four non-financial measures, two are solely quantitative measures and two are based on qualitative assessments that are informed by quantitative measures. As a result, under the program design, the performance assessments for 80% of the overall annual incentive program funding are purely formulaic. Financial Measure: Keeping with the Talent and Compensation Committee’s goal of aligning performance measures with financial results that link to externally communicated investor guidance, Entergy Tax Adjusted Earnings Per Share (ETR Tax Adjusted EPS)—a non-GAAP financial measure that is based on the Adjusted EPS that Entergy reports to investors—was used as the financial measure to determine the EAM. ETR Tax Adjusted EPS is not reported in accordance with GAAP and is a non-GAAP financial measure; please see Appendix A for information regarding GAAP and non-GAAP financial measures. Non-Financial Measures: To demonstrate Entergy’s strong commitment to creating long-term, sustainable value for its key stakeholders – customers, communities, employees and owners - and to link executive compensation more directly to the achievement of those objectives, the Talent and Compensation Committee decided that 40% of the EAM would be determined on the basis of results achieved in the following areas, each of which would be weighted equally: Safety; Customer NPS; DIB; and Environmental Stewardship. The 2023 annual incentive targets and results determined by the Talent and Compensation Committee were:

  30. Annual Incentive Program Awards

    | Annual Incentive Performance Goals1 | 2023 Percentage of EAM | Target | 2023 Results | Level of Achievement | | ETR Tax Adjusted EPS ($)2 | 60% | 6.70 | 8.83 | 200% | | Safety (SIF Rate)3 | 10% | 0.04 | 0.03 | 150% | | Customer NPS4 | 10% | Residential: 5 Business: 28 | Residential: -4.5 Business: 17 | —% | | DIB | 10% | Qualitative5 | | 110% | | Environmental Stewardship | 10% | Qualitative5 | | 105% | | EAM (as a percentage of target, per annual incentive program) | 100% | | | 157% | | EAM (as a percentage of target following discretionary adjustment)6 | 100% | | | 138% |

  31. Annual Incentive Program Awards

    1See “What We Pay and Why – 2023 Compensation Decisions – 2023 Annual Incentive Program Performance Assessment” for the minimum and maximum achievement levels. 2ETR Tax Adjusted EPS is a non-GAAP financial measure. See "What We Pay and Why - 2023 Compensation Decisions - Annual Incentive Program Financial Measure and Target" for information regarding this non-GAAP financial measure. 3SIF Rate refers to the rate of serious injuries and fatalities per 100 employees or contractors. The employee and contractor targets and results are averaged to arrive at reported results. The 2023 target was top quartile performance among electric utilities for 2023, as reported by the Edison Electric Institute. 4For 2023, the Customer NPS measure for 2023 was calculated based on equally weighted categories of residential and business customer NPS scores. 5See “What We Pay and Why – 2023 Compensation Decisions – Annual Incentive Compensation – Non-Financial Measures and Targets” for a discussion of the performance assessment of the DIB and Environmental Stewardship performance measures.

  32. Annual Incentive Program Awards

    | 52 | | Entergy 2024 Proxy Statement |

  33. Annual Incentive Program Awards

    6ETR Tax Adjusted EPS adds back 50% of the net effect of significant tax strategy items that may have been excluded from ETR Adjusted EPS. In recognition of the substantial impact on the calculated EAM of the adjustment for 50% of the net benefit of tax strategy items for 2023 and the fact that those items did not produce any current year cash benefit, the Talent and Compensation Committee exercised its discretion to reduce the EAM from 157% to 138%. The Talent and Compensation Committee concluded that this result represented an appropriate recognition of management's strong performance over the course of 2023, including its important role in securing the significant tax benefits reflected in the tax strategy adjustment. After consideration of individual performance, the Talent and Compensation Committee awarded the NEOs payouts averaging 138% of target, with a payout of 138% of target to Mr. Marsh.

  34. Long-Term Performance Unit Program Awards

    Long-Term Performance Unit Program Awards In January 2021, the Talent and Compensation Committee chose relative TSR and Adjusted FFO/Debt Ratio, a non-GAAP financial measure, as the performance measures for the 2021 – 2023 performance period, with relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. The targets and results for the 2021 – 2023 performance period determined by the Talent and Compensation Committee were:

  35. Long-Term Performance Unit Program Awards

    | Long-Term PUP Measures | Weighting | 2021 – 2023 PUP Target | 2021 – 2023 PUP Result | Level of Achievement | | Relative TSR1 | 80% | Median | 2nd Quartile | 115% | | Adjusted FFO/Debt Ratio2 | 20% | 15.50% | 2021: 10.74% 2022: 14.30% 2023: 16.95% | 66% | | Payout (as a percentage of target) | | 100% | | 105% |

  36. Long-Term Performance Unit Program Awards

    1The Company ranked 10th of the 20 companies comprising the Philadelphia Utility Index, the industry peer group used by the Talent and Compensation Committee for determining relative TSR performance levels, for the performance period. 2The Adjusted FFO/Debt Ratio, a non-GAAP financial measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital and the effects of securitization revenue, and the Pre-Determined Exclusions (as defined later in this CD&A) to (ii) total consolidated debt, excluding outstanding or pending securitization debt. Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year, which, for the 2021-2023 performance period was 15.5%. The annual results are then averaged to determine the Adjusted FFO/Debt Ratio payout percentage. The Adjusted FFO/Debt Ratio FFO/Debt was below the minimum performance achievement level of 14.5% for 2021 and 2022, and near the maximum achievement level of 17.0% for 2023, resulting in an overall payout of 66% for that measure.

  37. Long-Term Performance Unit Program Awards

    | Entergy 2024 Proxy Statement | | 53 |

  38. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2023, the Talent and Compensation Committee continued to retain Pay Governance LLC (Pay Governance) as its independent compensation consultant. Pay Governance attends all Talent and Compensation Committee meetings and provides advice, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and non-employee directors, the terms and performance goals applicable to incentive plan awards, and analysis with respect to specific projects and information regarding trends and competitive practices. Pay Governance also meets with the Talent and Compensation Committee members without management present. The Talent and Compensation Committee annually conducts an independence assessment of its advisors, including Pay Governance, consistent with NYSE listing standards and SEC rules governing our proxy disclosure.

  39. Competitive Positioning

    Competitive Positioning

  40. Competitive Positioning

    | 1.Market Data for Compensation Comparison |

  41. Competitive Positioning

    Annually, the Talent and Compensation Committee reviews: •published and private compensation survey data analyzed and provided by Pay Governance; •both utility and general industry data to help determine total direct compensation (base salary, annual and long-term incentive) for non-industry specific roles; and •data from utility companies to help determine total direct compensation for management roles that are utility-specific, such as Group President, Utility Operations.

  42. Competitive Positioning

    | 2. How the Talent and Compensation Committee Uses Market Data |

  43. Competitive Positioning

    The Talent and Compensation Committee uses this survey data to develop compensation opportunities that are designed to deliver total direct compensation within a targeted range of approximately the 50th percentile of the surveyed companies in the aggregate. In general, compensation levels for an executive officer who is new to a position tend to be closer to the market 25th percentile of surveyed companies, while seasoned executive officers whose experience and skillset are viewed as critical to retain may be positioned at or somewhat above the market median.

  44. Competitive Positioning

    | 3. Proxy Peer Group |

  45. Competitive Positioning

    Although the survey data described above is the primary data used in benchmarking compensation, the Talent and Compensation Committee used compensation information from the companies included in the Philadelphia Utility Index to evaluate the overall reasonableness of the Company’s executive compensation programs and to determine relative TSR performance levels for the 2023 – 2025 PUP performance period.

  46. Competitive Positioning

    | 54 | | Entergy 2024 Proxy Statement |

  47. Competitive Positioning

    The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining relative TSR performance levels because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale. The Talent and Compensation Committee approved the 2023 compensation model and framework based on compensation information from the companies included in the Philadelphia Utility Index as of December 31, 2022, which were:

  48. Competitive Positioning

    | AES Corporation | Edison International | | Ameren Corporation | Eversource Energy | | American Electric Power Co. Inc. | Exelon Corporation | | American Water Works Company, Inc. | FirstEnergy Corporation | | CenterPoint Energy Inc. | NextEra Energy, Inc. | | Consolidated Edison Inc. | Pinnacle West Capital Corporation | | Constellation Energy Corporation | Public Service Enterprise Group Inc. | | Dominion Energy, Inc. | Southern Company | | DTE Energy Company | WEC Energy Group, Inc. | | Duke Energy Corporation | Xcel Energy Inc. |

  49. 2023 Compensation Structure and Incentive Metrics

    | Compensation Element | Form | Objective | Metrics / Performance Period | | Stock Options | Equity | Enhances management’s focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to align interests of management with long-term shareholder value as demonstrated by increases in our share price, provide market competitive compensation, retain talent and increase management’s ownership in the Company. | Share price appreciation with 3-year pro rata vesting | | Restricted Stock | Equity | Enhances management’s focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to provide market competitive compensation, retain talent, and increase management’s ownership in the Company. | Service-based with 3-year pro rata vesting |

  50. Annual Incentive Compensation

    Annual Incentive Compensation Our NEOs are eligible for annual incentive awards pursuant to the Executive Annual Incentive Program under our 2019 Omnibus Incentive Plan (2019 OIP). The maximum funding available for the annual incentive program is determined by the EAM performance measure. At the beginning of each year, after a review of the Company’s strategic plan, the Talent and Compensation Committee engages in a rigorous process to determine the financial and non-financial measures and the targets for each measure that will be used to determine the EAM. The Talent and Compensation Committee also annually establishes target opportunities for each NEO. The 2023 target opportunities for each of the NEOs remained at the same level as those established for 2022 or, in the case of Mr. Marsh and Ms. Fontan, remained at the same level as those established in 2022 in conjunction with their promotions.

  51. Annual Incentive Compensation

    | 56 | | Entergy 2024 Proxy Statement |

  52. Annual Incentive Compensation

    Each January, after the end of the fiscal year, the Finance and Talent and Compensation Committees jointly review the Company’s results, and the Talent and Compensation Committee determines the EAM based on the level of achievement of the performance measures established. The Talent and Compensation Committee retains discretion to modify the EAM based on its assessment of the degree of management’s success in achieving the Company’s strategic objectives during the year taking into account the business and operating environment. Individual executive officer awards are determined based on the Talent and Compensation Committee’s consideration of each executive officer’s role in executing the Company’s strategies and delivering the financial and operational performance achieved, but also the individual’s accountability for any challenges and achievements the Company experienced during the year.

  53. 2023 Annual Incentive Program Performance Measures and Methodology

    2023 Annual Incentive Program Performance Measures and Methodology For 2023, and consistent with the 2022 program design, the Talent and Compensation Committee decided that the EAM would be based on both financial and non-financial measures, with the financial measure weighted 60% and the four non-financial measures each weighted 10%. Targets and ranges of performance were established for each of the measures, with no payout for results less than the designated minimum, a 25% payout opportunity for results at the minimum, a 100% payout opportunity for results at target, and a 200% payout opportunity for results equal to or exceeding the maximum. Payout opportunities for results between the minimum and maximum performance achievement levels were determined by straight line interpolation, with the EAM result being determined by the weighted average of the payouts determined for each of the performance measures.

  54. Annual Incentive Program Financial Measure and Target

    Annual Incentive Program Financial Measure and Target For the EAM financial measure, the Talent and Compensation Committee decided to use ETR Tax Adjusted EPS, a non-GAAP financial measure. This measure is based on the Company’s Adjusted EPS, a non-GAAP financial measure which is the earnings measure by which we provide external guidance, and excludes the effects of certain adjustments, which are unusual or non-recurring items or events or other items or events that management believes do not reflect the ongoing business of Entergy, such as significant tax items, and other items such as certain costs, expenses, or other specified items. ETR Adjusted EPS is then adjusted to add back 50% of the net effect (positive or negative) of significant tax strategy items and to eliminate the effect of: (i) major storms, including the impact on total debt of pending securitizations; (ii) resolutions during the year of certain unresolved regulatory litigation matters; (iii) unrealized gains or losses on equity securities; (iv) effects of income tax law changes; and (v) any adjustments to contributions to pension investments or trusts related to post-retirement benefits that are elective and deviate from original plan assumptions (collectively, the Pre-Determined Exclusions). The Talent and Compensation Committee determined that target performance for this metric would equal management’s expectation for the Company’s Adjusted EPS as reflected in its financial plan, or $6.70 per share, with minimum performance determined to be $6.35 per share and maximum performance equal to $7.05 per share. ETR Tax Adjusted EPS was used as the financial measure for the EAM because: •It is based on an objective financial measure that we and our investors consider to be important in evaluating our financial performance. •It is based on the same measure we use for internal and external financial reporting. •It provides both discipline and transparency. The Talent and Compensation Committee considered it appropriate to use ETR Tax Adjusted EPS, which adds back 50% of the net effect of significant tax strategy items that may have been excluded from ETR Adjusted EPS, as the earnings measure because of the significant financial impact to the Company resulting from such tax strategy items. The Talent and Compensation Committee also considered, both at the time it chose ETR Tax Adjusted EPS as the EAM financial measure and when it established the targets for this measure, the appropriateness of excluding the effect of each of the

  55. Annual Incentive Program Financial Measure and Target

    | Entergy 2024 Proxy Statement | | 57 |

  56. Annual Incentive Program Financial Measure and Target

    specific Pre-Determined Exclusions it had identified from the financial measure. It viewed the exclusion of major storms as appropriate because although the Company includes estimates for storm costs in its financial plan, it does not include estimates for a major storm event, such as a hurricane, given management’s inability to control or predict acts of nature. The Talent and Compensation Committee considered the exclusion of the effects of any unanticipated changes in federal income tax law to be appropriate because of the inability of management to impact those results. It approved the exclusion of elective adjustments to Company contributions to pension and post-retirement benefit plan trusts because such elective adjustments are not viewed as reflective of the underlying performance of the business. The Talent and Compensation Committee approved the other Pre-Determined Exclusions from reported results — for the impact of certain legacy unresolved regulatory litigation and unanticipated unrealized gains and losses on securities — primarily because of management’s inability to influence either of the related outcomes.

  57. Annual Incentive Program Non-Financial Measures and Targets

    Annual Incentive Program Non-Financial Measures and Targets To demonstrate Entergy’s strong commitment to creating long-term, sustainable value for its key stakeholders – customers, communities, employees and owners – and to link executive compensation to successful execution on those strategies, the Talent and Compensation Committee decided to use the measures described below to collectively determine 40% of the EAM, with each measure weighted at 10%. These measures were selected because the Talent and Compensation Committee considered them to represent key measures of the Company’s success in advancing strategies to create sustainable value for its stakeholders that may not be fully captured in its financial results. The non-financial performance measures remained fundamentally consistent with the measures used in the 2022 annual incentive program. Following is a summary description of each of these measures, including the metric or methodology used for determining the level of achievement and the rationale for each of the selected measures:

  58. Annual Incentive Program Non-Financial Measures and Targets

    | Measure | Metrics and Targets | Rationale | | Safety | Quantitative safety metric based on rate of serious injuries and fatalities per 100 employees or contractors (SIF rate). Minimum performance = second quartile, target = top quartile, and maximum performance = top decile of published Edison Electric Institute (EEI) member SIF rate data as published in 2023, with no payout in the event of any fatalities during the reporting year. | •Supports our goal of maintaining a safe and incident-free workplace for all of our employees and contractors. | | Customer NPS | Quantitative customer NPS metric determined through a blind survey of residential and business customers who are asked how likely they are to recommend Entergy, on a scale of 1 to 10. The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores less than 6). Residential: minimum performance = 0.5; target = 5; and maximum performance = 10. Business: minimum performance = 21; target = 28; and maximum performance = 35. | •Incentivizes actions that drive positive customer outcomes (as measured through customer feedback) including impacts on reliability improvements, responsiveness, continuous improvement and innovation. •Signals overall health and loyalty of our customer relationship. |

  59. Annual Incentive Program Non-Financial Measures and Targets

    | 58 | | Entergy 2024 Proxy Statement |

  60. Annual Incentive Program Non-Financial Measures and Targets

    | Measure | Metrics and Targets | Rationale | | Diversity Inclusion and Belonging (DIB) | Overall qualitative assessment of quantitative and qualitative DIB key performance indicators assessed in areas of diversity, culture and commerce, informed by quantitative measures in the areas of female, racially and ethnically diverse representation in the employee population and in director and above placements, inclusive climate survey scores, and diverse supplier managed spend; progress on DIB initiatives; and responsiveness to emergent issues. | •Reinforces our commitment to be a fair and equitable work environment that is welcoming to all and allows us to attract and retain superb talent allowing us to execute on our strategy. •Rewards progress toward meeting our commitment to develop and retain a workforce that reflects the rich diversity of the communities we serve, while maintaining our commitment to hiring the most qualified candidates. •Drives an engaged workforce; customer-centric service and solutions; enhancement of owner value; and community partnerships. | | Environmental Stewardship | Assessment of progress toward environmental commitments through quantitative and qualitative performance on publicly announced goals and other key initiatives. Goals set for 2023 included carbon dioxide emission rate and carbon-free energy capacity targets, advancement of our resilience strategy as demonstrated by regulatory filings made, approved and implemented, and customer engagement, electrification and emission reductions. | •Reinforces our commitment to long-term sustainability and a reduced impact on the environment, in particular by advancing our climate goals and commitments. •Provides accountability for accelerating completion of our resilience investments and advancing our customer electrification initiatives. |

  61. Annual Incentive Program Non-Financial Measures and Targets

    In determining the targets to set for 2023, the Talent and Compensation Committee reviewed anticipated drivers and risks to the Company’s expectations for ETR Adjusted EPS for 2023 as set forth in the Company’s financial plan, as well as factors driving the strong financial performance achieved in 2022. The Talent and Compensation Committee noted that the proposed plan targets for ETR Tax Adjusted EPS reflected year-to-year growth in the core earnings measure underlying the annual incentive target consistent with the Company's stated objective of a steady, predictable ETR Adjusted EPS compound annual growth rate of 6%-8%. The Talent and Compensation Committee also considered the potential impact of a wide range of identified risks and opportunities and confirmed that both the financial and non-financial annual incentive targets reflected a reasonable balancing of such risks and opportunities and an appropriate degree of challenge. The goals were designed to be achievable, but also to require the strong coordinated performance of the management team.

  62. 2023 Annual Incentive Program Performance Assessment

    2023 Annual Incentive Program Performance Assessment In January 2024, the Finance and Talent and Compensation Committees jointly reviewed the Company’s financial and operational results and assessed management’s performance against the performance objectives and targets described above in order to determine the EAM. Based on the plan design and targets set at the beginning of the year and prior to any discretionary adjustments, the committees calculated the EAM to be 157%. The following table summarizes the annual incentive targets and performance results for 2023:

  63. 2023 Annual Incentive Program Performance Assessment

    | Entergy 2024 Proxy Statement | | 59 |

  64. 2023 Annual Incentive Program Performance Assessment

    | Performance Measure | Targets and Results | | | | | | | | Weighting | Minimum | Target | Maximum | 2023 Results | Level of Achievement | | ETR Tax Adjusted EPS ($) | 60% | 6.35 | 6.70 | 7.05 | 8.831 | 200% | | Safety (SIF rate) | 10% | 0.09 | 0.04 | 0.02 | 0.032 | 150% | | Customer NPS | 10% | Residential: 0.5 Business: 21 | Residential: 5 Business: 28 | Residential: 10 Business: 35 | Residential: -4.5 Business: 17 | —% | | DIB | 10% | Qualitative assessment3 | | | | 110% | | Environmental Stewardship | 10% | Qualitative assessment3 | | | | 105% | | Calculated EAM4 | 100% | 25% | 100% | 200% | | 157% |

  65. 2023 Annual Incentive Program Performance Assessment

    1See Appendix A for information regarding GAAP and non-GAAP financial measures. 22023 SIF results were 0.03 for employees and 0.03 for contractors. The employee and contractor targets and results were averaged to arrive at target and reported results. The 2023 target was top quartile employee SIF performance among electric utilities for 2023, as reported by EEI, the maximum was top decile performance, and the minimum was 2nd quartile performance. 3This qualitative assessment is informed by quantitative measures and is discussed below. 4Reflects the EAM as a percentage of target and as calculated in accordance with the annual incentive program prior to the Talent and Compensation's discretionary adjustment noted earlier in this CD&A and discussed further below. In assessing 2023 performance, the Finance and Talent and Compensation Committees reviewed management’s performance under each of the performance measures referenced above. In assessing financial performance, the committees evaluated various factors explaining how the 2023 ETR Tax Adjusted EPS result compared to the 2023 business plan and annual incentive target set in January 2023. ETR Tax Adjusted EPS exceeded the ETR Tax Adjusted EPS target of $6.70 per share by $2.13. This outperformance resulted in part from the fact that ETR Adjusted EPS exceeded the midpoint of the guidance set at the beginning of the year by $0.07 per share. The ETR Tax Adjusted EPS result also reflected a positive adjustment of $2.13 to ETR Adjusted EPS for 50% of the net benefit of tax strategy items impacting net income which had been excluded from ETR Adjusted EPS, as well as a negative adjustment of $0.07 to reflect the additional expense accrual that would be associated with funding the anticipated payouts to employees at a level commensurate with the calculated EAM. In recognition of the substantial impact on the calculated EAM of the adjustment for 50% of the net benefit of tax strategy items for 2023 and the fact that those items did not produce any current year cash benefit, the Talent and Compensation Committee exercised its discretion to reduce the EAM from 157% to 138%. The Talent and Compensation Committee concluded that this result represented an appropriate recognition of management's strong performance over the course of 2023, including its important role in securing the significant tax benefits reflected in the tax strategy adjustment. In assessing management’s 2023 performance on the non-financial measures, the Finance and Talent and Compensation Committees noted that the DIB and Environmental Stewardship measures were qualitative measures that were informed in each case by certain quantitative measures. In each area, the committees reviewed certain key performance indicators and assessed progress on strategies and initiatives that had been identified at the beginning of the performance period as important to achieving the Company’s strategic objectives.

  66. 2023 Annual Incentive Program Performance Assessment

    | 60 | | Entergy 2024 Proxy Statement |

  67. 2023 Annual Incentive Program Performance Assessment

    The following chart provides selected performance milestones and highlights considered as part of the assessments of the DIB and Environmental Stewardship measures.

  68. 2023 Annual Incentive Program Performance Assessment

    | Performance Measure | 2023 Developments | | DIB Level of Achievement 110% | •Increased representation of women and underrepresented racial and ethnic groups in the employee population and at the director level and above in management from 2022 •Held the "All In" five-month cohort development experience to increase inclusive leadership behaviors at all levels for the second year in a row, with over 200 employees in attendance •Inclusive climate score increased from third quartile in 2022 to second quartile, with increases in all outcomes and continuing to score first quartile in our areas of focus (such as mentorship and idea integration) •Launched an enterprise-wide historically black colleges and universities (HBCU) strategy with a differentiated Power of Prosperity Generational Wealth pilot, providing 1,500 freshmen students from Dillard University, Southern University, and Xavier University with $100 seeded investment accounts along with financial aid counseling / case management for students and families •Entergy's Employee Resource Groups (ERGs) placed fifth in the Enterprise-Wide ERG category of the Diversity Impact Awards during the 2023 Global ERG Summit; LeadERG placed second in the Top 25 ERG Award category •Received Top Workplace Awards from Times-Picayune and Houston Chronicle for New Orleans and Texas, respectively •Received for the sixth consecutive year the U.S. Department of Labor Platinum Vets Medallion Award for veteran talent pipeline development, recruitment, retention and a Veteran's ERG •Named on Forbes' Best Employers for Diversity List for 2023; Newsweek's America's Greatest Workplaces for 2023; Time's World's Best Companies for 2023; and Black Enterprise's Best Companies for DEI •Decreased diverse supplier managed spend from 2022 levels | | Environmental Stewardship Level of Achievement 105% | •CO2 emission rate initially projected at slightly better than the emission rate representing minimum performance, or 676 lbs/MWh; subsequently determined to be worse than minimum performance with an emission rate of 694 lbs/MWh, with the increased rate from 2022 partially attributable to higher summer load served by fossil fuel and coal generation due to extreme heat and adjustments in the energy mix based on generation resource availability •23% carbon-free energy capacity, which is maximum performance •Initiated efforts and made fundamental progress on most of the targeted, resilience-related objectives of the New Orleans and Louisiana operating companies, including: •Entergy New Orleans filed its definitive accelerated resilience plan with the City Council of New Orleans for approval •Entergy Louisiana filed its accelerated resilience plan with the Louisiana Public Service Commission for approval •Developed implementation plan for Entergy’s 2023 commercial and industrial growth objectives •Executed on continued outreach to customers and commercial plan development for customer growth objectives •Demonstrated significant progress toward serving expected customer growth, such as through execution of various agreements with key customers and partners |

  69. 2023 Annual Incentive Program Performance Assessment

    | Entergy 2024 Proxy Statement | | 61 |

  70. 2023 Annual Incentive Program Performance Assessment

    In addition to the foregoing financial and non-financial results, the Talent and Compensation Committee considered each NEO's degree of success in achieving various strategic, operational and regulatory objectives and in overcoming certain challenges that arose in the business during the course of the year. Under the annual incentive program, each NEO could earn a payout ranging from 0% to 200% of the NEO’s target opportunity, subject to the overall funding limitation determined by the EAM. To determine individual NEO annual incentive program awards, the Talent and Compensation Committee considered individual performance in executing on the Company’s strategies and delivering the strong financial performance and operational successes achieved in 2023, as well as the executive’s success in achieving individual goals within the executive’s scope of responsibilities. The committee also considered certain challenges the Company experienced during the year and each officer’s accountabilities and accomplishments in addressing those challenges. With these considerations in mind, the Talent and Compensation Committee approved the following annual incentive payouts to each of the NEOs, ranging from 120% to 156% of target.

  71. 2023 Annual Incentive Program Performance Assessment

    | NEO | Year-End Base Salary | Target as Percentage of Year-End Base Salary | 2023 Target Award | Payout as Percentage of Target | 2023 Annual Incentive Award | | Andrew S. Marsh | $1,100,000 | 120% | $1,320,000 | 138% | $1,821,600 | | Kimberly A. Fontan | $625,000 | 75% | $468,750 | 138% | $646,875 | | Marcus V. Brown | $761,302 | 80% | $609,041 | 156% | $950,104 | | Peter S. Norgeot, Jr. | $598,000 | 75% | $448,500 | 138% | $618,930 | | Roderick K. West | $807,491 | 80% | $645,993 | 120% | $775,192 |

  72. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  73. Overview

    Overview Long-term incentive compensation delivered in shares of Entergy stock represents the largest portion of executive officer compensation. We believe the combination of long-term incentives we employ provides a compelling performance-based compensation opportunity, is effective at retaining our strong senior management team, and aligns the interests of our executive officers with the interests of our shareholders and customers by enhancing our executive officers' focus on the Company’s long-term goals. For each NEO, a dollar value is established to determine the NEO’s long-term incentive award target. The target award value for each NEO is determined based on market median compensation data for the officer’s role, adjusted to reflect individual performance and internal equity. In the case of Mr. Marsh and Ms. Fontan, their target long-term incentive awards increased as compared to the prior year to reflect their promotions and the market data for their new roles.

  74. 2023 Long-Term Incentive Program Awards

    2023 Long-Term Incentive Program Awards In January 2023, the Talent and Compensation Committee approved the 2023 long-term incentive award amounts for each NEO. This amount was then converted into the number of performance units, stock options and shares of restricted stock granted to each NEO based on an allocation of 60% performance units, 20% stock options and 20% restricted stock.

  75. 2023 Long-Term Incentive Program Awards

    | 62 | | Entergy 2024 Proxy Statement |

  76. 2023 Long-Term Incentive Program Awards

    | NEO | Long-Term Incentive Grant Date Value (as of January 26, 2023) | 2023 – 2025 Target PUP Performance Units | Stock Options | Shares of Restricted Stock | | Andrew S. Marsh | $6,379,927 | 30,895 | 60,815 | 11,616 | | Kimberly A. Fontan | $1,440,733 | 6,977 | 13,733 | 2,623 | | Marcus V. Brown | $1,516,828 | 7,345 | 14,459 | 2,762 | | Peter S. Norgeot, Jr. | $1,497,306 | 7,251 | 14,272 | 2,726 | | Roderick K. West | $1,913,023 | 9,264 | 18,235 | 3,483 |

  77. 2023 Long-Term Incentive Program Awards

    All the performance units, shares of restricted stock and stock options granted to our NEOs in 2023 were granted pursuant to the 2019 OIP. The 2019 OIP requires a “double trigger,” meaning both a change in control of the Company and an involuntary job loss without cause or a resignation by the NEO for good reason within 24 months following the change in control (a “double trigger”), for the acceleration of these awards upon a change in control.

  78. 2023 Long-Term Incentive Award Mix

    2023 Long-Term Incentive Award Mix

  79. Long-Term Performance Units

    Long-Term Performance Units Our executive officers are issued performance unit awards under our PUP with payout opportunities established by the Talent and Compensation Committee at the beginning of each three-year performance period. The PUP specifies minimum, target and maximum performance levels, the achievement of which determines the number of performance units that may be earned by each participant. For the 2023 – 2025 PUP performance period, the Talent and Compensation Committee decided to continue to use two performance measures to determine PUP awards and chose the performance measures and targets set forth below, which were the same measures as used in the 2022-2024 PUP performance period.

  80. 2023 – 2025 PUP Performance Period: Measures and Goals

    | Performance Measures1 | PUP Measure Weight | Goals2 | | Relative TSR | 80% | Minimum (25%) – Bottom of 3rd Quartile Target (100%) – Median Percentile Maximum (200%) – Top Quartile | | Adjusted FFO/Debt Ratio3 | 20% | Minimum (25%) – 14.0% Target (100%) – 2023: 14.5%; 2024: 15.0%; 2025: 15.0% Maximum (200%) – 2023: 15.5%; 2024: 16.0%; 2025: 16.0% |

  81. 2023 – 2025 PUP Performance Period: Measures and Goals

    The Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year. The annual results are converted into payout percentages based on the annual minimum, target and maximum targets, and those percentages are then averaged to determine the Adjusted FFO/Debt Ratio payout percentage. The calculated PUP result will then be adjusted by ±10 basis points for a change in Entergy Corporation’s corporate credit outlook and ±20 basis points for an upgrade or downgrade in the corporate credit rating for Entergy Corporation. The maximum increase or decrease from adjustments made under this modifier is 20 basis points, and performance may not be reduced below zero or increased beyond 200%.

  82. Performance Measures

    Performance Measures Relative TSR: •The Talent and Compensation Committee chose relative TSR as a performance measure because it reflects the Company’s creation of shareholder value relative to other electric utilities included in the Philadelphia Utility Index over the performance period. By measuring performance in relation to an industry benchmark, this measure is intended to isolate and reward management for the creation of shareholder value that is not driven by events that affect the industry as a whole. •Minimum, target and maximum performance levels are determined by reference to the ranking of Entergy’s TSR in relation to the TSR of the companies in the Philadelphia Utility Index. The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining relative TSR because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale. Adjusted FFO/Debt Ratio: •To emphasize the importance of strong credit for the long-term health of our business, for the 2023 – 2025 PUP performance period we used the Adjusted FFO/Debt Ratio credit measure. •The Talent and Compensation Committee decided to use this measure because it emphasizes financial stability, noting that a financially healthy utility creates the capacity to make investments on behalf of customers, addresses the needs of our communities, provides low-cost access to capital markets, and promotes employee confidence. •To further underscore the importance of this measure, the calculated PUP result will be adjusted as described above for a change in Entergy Corporation’s corporate credit outlook and corporate credit rating.

  83. Stock Options and Restricted Stock

    Stock Options and Restricted Stock We grant stock options and shares of restricted stock as part of our long-term incentive award mix because they align the interests of our executive officers with long-term shareholder value, provide competitive compensation, and increase our executives’ ownership in our common stock. Generally, stock options are granted annually on a pre-established schedule with a maximum term of ten years and vest one-third on each of the first three anniversaries of the date of grant. The date of grant for annual equity award grants is the date of the Talent and Compensation Committee meeting at which they are approved, which is regularly scheduled each year in late January or the first week of February. The Talent and Compensation Committee does not take material nonpublic information into account when determining the timing and terms of option awards. The exercise price for each option granted in January 2023 was $108.47, which was the closing price of Entergy’s stock on the date of grant. Shares of restricted stock vest one-third on each of the first three anniversaries of the date of grant, are paid dividends which are reinvested in shares of Entergy stock, and have full voting rights. The dividend reinvestment shares are subject to forfeiture similar to the terms of the original grant.

  84. Stock Options and Restricted Stock

    | 64 | | Entergy 2024 Proxy Statement |

  85. Payouts for the 2021 – 2023 PUP Performance Period

    Payouts for the 2021 – 2023 PUP Performance Period In December 2020, the Talent and Compensation Committee chose relative TSR and Adjusted FFO/Debt Ratio as the performance measures for the 2021 – 2023 PUP performance period, with relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. The payout was determined based on the achievement of the following performance goals established for both performance measures by the committee at the beginning of the performance period:

  86. Payouts for the 2021 – 2023 PUP Performance Period

    | 2021 – 2023 PUP Performance Period: Measure and Goals | | | | Performance Measures1 | PUP Measure Weight | Payout2 | | Relative TSR | 80% | Minimum (25%) – Bottom of 3rd Quartile Target (100%) – Median Maximum (200%) – Top Quartile | | Adjusted FFO/Debt Ratio 3 | 20% | Minimum (25%) – 14.5% Target (100%) – 15.5% Maximum (200%) – 17.0% |

  87. Payouts for the 2021 – 2023 PUP Performance Period

    1Payouts for performance between achievement levels are calculated using straight-line interpolation. There is no payout for performance below the minimum achievement level and payouts are capped for at 200% performance at or above the maximum achievement level. 2There is no payout if the TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and the FFO/Debt Ratio is below the minimum achievement level. 3The Adjusted FFO/Debt Ratio, a non-GAAP financial measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital and the effects of securitization revenue, and the Pre-Determined Exclusions to (ii) total consolidated debt, excluding outstanding or pending securitization debt. The Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year. The annual results are converted into payout percentages based on the annual minimum, target and maximum targets, and those percentages are then averaged to determine the Adjusted FFO/Debt Ratio payout percentage. In January 2024, the Talent and Compensation Committee reviewed the Company’s Relative TSR and Adjusted FFO/Debt Ratio for the 2021 – 2023 PUP performance period in order to determine the payout to participants based upon the performance measures and range of potential payouts for the 2021 – 2023 PUP performance period as provided above. The Talent and Compensation Committee compared the Company’s TSR against the TSR of the companies that were included in the Philadelphia Utility Index as of the last day of the year preceding the beginning of the three-year performance period, which were:

  88. Payouts for the 2021 – 2023 PUP Performance Period

    | AES Corporation | Eversource Energy | | Ameren Corporation | Exelon Corporation | | American Electric Power Co. Inc. | FirstEnergy Corporation | | American Water Works Company, Inc. | NextEra Energy, Inc. | | CenterPoint Energy Inc. | Pinnacle West Capital Corporation | | Consolidated Edison Inc. | PG&E Corporation | | Dominion Energy, Inc. | Public Service Enterprise Group Inc. | | DTE Energy Company | Southern Company | | Duke Energy Corporation | Xcel Energy, Inc. | | Edison International | |

  89. Payouts for the 2021 – 2023 PUP Performance Period

    | Entergy 2024 Proxy Statement | | 65 |

  90. Payouts for the 2021 – 2023 PUP Performance Period

    As recommended by the Finance Committee, the Talent and Compensation Committee concluded that the Company’s Relative TSR for the 2021 – 2023 PUP performance period was in the second quartile, resulting in an achievement level of 115% of target, and that the Adjusted FFO/Debt Ratio was 10.74% for 2021, 14.30% for 2022 and 16.95% for 2023, resulting in an achievement level of 66% of target. These results yielded an overall payout of 105% of target for the NEOs.

  91. Payouts for the 2021 – 2023 PUP Performance Period

    | NEO | 2021 – 2023 Target PUP Performance Units | Number of Shares Issued1 | Value of Shares Actually Issued2 | Grant Date Fair Value3 | | Andrew S. Marsh4 | 20,866 | 23,917 | $2,364,435 | $2,248,645 | | Kimberly A. Fontan4 | 4,179 | 4,777 | $472,254 | $450,354 | | Marcus V. Brown | 8,784 | 10,344 | $1,022,608 | $946,617 | | Peter S. Norgeot, Jr.4 | 6,479 | 7,506 | $742,043 | $698,216 | | Roderick K. West | 10,727 | 12,632 | $1,248,800 | $1,156,006 |

  92. Payouts for the 2021 – 2023 PUP Performance Period

    1Includes accrued dividends. 2Value determined based on the closing price of our common stock on January 18, 2024 ($98.86), the date the Talent and Compensation Committee certified the 2021 – 2023 performance period results. 3Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules. 4Mr. Marsh, Ms. Fontan and Mr. Norgeot each experienced a change in officer status in 2022, and accordingly, their target award opportunity was increased in 2022 for the 2021 – 2023 performance period. The targeted PUP units for Mr. Marsh, Ms. Fontan and Mr. Norgeot for the 2021 – 2023 performance period were increased from 11,706 to 20,866, from 2,184 to 4,179, and from 4,765 to 6,479, respectively, in connection with their promotions.

  93. Severance and Retention Arrangements

    Severance and Retention Arrangements The Talent and Compensation Committee believes that retention and transitional compensation arrangements are an important part of overall compensation, as they help to secure the continued employment and dedication of our NEOs, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Talent and Compensation Committee believes that these arrangements are important as recruitment and retention devices, as many of the companies with which we compete for executive talent have similar arrangements in place for their senior employees. To achieve these objectives, we have established a System Executive Continuity Plan (Continuity Plan) under which each of the NEOs are entitled to receive “change in control” payments and benefits if such officer’s employment is involuntarily terminated without cause or if the officer resigns for good reason, in each case, in connection with a change in control of the Company. We strive to ensure that the benefits and payment levels under the Continuity Plan are consistent with market practices. Our executive officers, including the NEOs, are not entitled to any tax gross up payments on any severance benefits received under this plan. For more information regarding our severance arrangements, see “Potential Payments Upon Termination or Change in Control.”

  94. Recoupment of Compensation (Clawback Provisions)

    •the Company is required to restate its financial statements due to noncompliance with any financial reporting requirement under securities laws; or •there is a material miscalculation of a performance measure related to incentive compensation, regardless of whether the Company’s financial statements are restated. In addition, the Company may seek reimbursement of certain compensation from current or former executive officers subject to Section 16, including all of the NEOs, if the Board determines that such executive officer engaged in fraud that resulted in either a restatement of the Company’s financial statements or a material miscalculation of a performance measure relative to incentive compensation. Our clawback policy applies to incentive compensation, including cash or equity-based bonus or incentive or profit-sharing awards paid in respect of the three-year period prior to the year in which the Company is required to prepare such restatement or in respect of the three-year period preceding the material miscalculation. The amount required to be reimbursed is equal to the excess of the gross incentive payment actually paid over the gross payment that would have been paid if the original payment had been determined based on the restated financial results or correct calculation. The Company may enforce all or part of any executive officer’s repayment obligation under the policy by reducing any amounts that may be owed from time-to-time by the Company or any of its subsidiaries to such individual, whether as wages, severance, vacation pay or in the form of any other benefit or for any other reason. In addition, we will seek to recover any compensation received by our Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under the Sarbanes-Oxley Act of 2002 following a material restatement of our financial statements. In addition to the above-described recoupment policy, in January 2024, the Board adopted an additional discretionary recoupment policy applicable to all officers of Entergy System companies officers, including the NEOs, that allows recoupment of incentive compensation from an officer who engages in certain detrimental conduct, including (i) commission of a felony or other crime that affects the officer’s ability to perform their duties, (ii) fraud in contravention of the officer’s duties to the enterprise, (iii) unauthorized disclosure of confidential or proprietary information of an Entergy System company or material violation of a material written Entergy System company policy or material agreement between the officer and an Entergy System company in either case that results in, or could have resulted in, termination for cause as defined in the 2019 OIP or that results in significant financial or operational loss, or significant reputational harm to the Company; and (iv) other conduct that the officer knew or should have known could result in termination for cause as defined in the 2019 OIP (regardless whether it does) and that results in significant financial or operational loss or significant reputational harm to the Company. The new discretionary recoupment policy for detrimental conduct applies to all incentive compensation, including time-based awards, and allows for the claw back of compensation received after the detrimental conduct and within the three-year period preceding the detrimental conduct, provided the recoupment efforts are commenced within five years after the detrimental conduct and before a change in control. The additional discretionary recoupment policy applies to detrimental conduct committed on or after January 26, 2024, the effective date of the additional discretionary recoupment policy.

  95. Compensation Consultant Independence

    Compensation Consultant Independence Annually, the Talent and Compensation Committee reviews the relationship with its compensation consultant to determine whether any conflicts of interest exist that would prevent the consultant from independently advising the Talent and Compensation Committee. When assessing the independence of its current compensation consultant, Pay Governance, in 2023, the committee considered the following factors, among others: •Pay Governance has policies in place to prevent conflicts of interest; •No member of Pay Governance’s consulting team serving the Corporate Governance or Talent and Compensation Committees has a business relationship with any member of the committees or any of the Company’s executive officers; •Neither Pay Governance nor any of its principals own any shares of our common stock; and •The amount of fees paid to Pay Governance is less than 1% of Pay Governance’s total consulting income. Based on these factors, the Talent and Compensation Committee concluded that Pay Governance is independent in accordance with SEC and NYSE rules and that no conflict of interest exists that would prevent Pay Governance from independently advising the committee.

  96. Compensation Consultant Independence

    | 70 | | Entergy 2024 Proxy Statement |

  97. Compensation Consultant Independence

    In addition, Pay Governance has agreed that it will not accept any engagement with management without prior approval from the Talent and Compensation Committee, and our Board has adopted a policy that prohibits a compensation consultant from providing other services to the Company if the aggregate amount for those services would exceed $120,000 in any year. During 2023, Pay Governance did not provide any services to Entergy other than the services it performed on behalf of the Talent and Compensation and Corporate Governance Committees, and it worked with Entergy’s management only as directed by those committees.

  98. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the total compensation paid or earned by each of the NEOs for the fiscal year ended December 31, 2023, and, to the extent required by SEC disclosure rules, 2022 and 2021.

  99. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Name and Principal Position1 | Year | Salary2 | Stock Awards3 | Option Awards4 | Non-Equity Incentive Plan Compen-sation5 | Change in Pension Value and Non-qualified Deferred Compen-sation Earnings6 | All Other Compen-sation7 | Total | Total Without Change in Pension Value8 | | Andrew S. Marsh Chair of the Board and Chief Executive Officer | 2023 | $1,100,000 | $5,159,370 | $1,220,557 | $1,821,600 | $982,400 | $89,281 | $10,373,208 | $9,390,808 | | | 2022 | $781,560 | $4,598,890 | $414,050 | $960,700 | $— | $106,560 | $6,861,760 | $6,861,760 | | | 2021 | $705,286 | $1,650,645 | $358,235 | $906,143 | $213,000 | $56,018 | $3,889,327 | $3,676,327 | | Kimberly A. Fontan Executive Vice President and Chief Financial Officer | 2023 | $625,000 | $1,165,112 | $275,621 | $646,875 | $409,600 | $31,860 | $3,154,068 | $2,744,468 | | | 2022 | $404,809 | $1,034,293 | $80,519 | $379,688 | $— | $29,720 | $1,929,029 | $1,929,029 | | Marcus V. Brown Executive Vice President and General Counsel | 2023 | $753,419 | $1,226,636 | $290,192 | $950,104 | $731,700 | $77,328 | $4,029,379 | $3,297,679 | | | 2022 | $726,363 | $1,144,238 | $273,358 | $761,302 | $976,700 | $93,793 | $3,975,754 | $2,999,054 | | | 2021 | $705,286 | $2,738,613 | $268,787 | $852,840 | $491,400 | $60,135 | $5,117,061 | $4,625,661 | | Peter S. Norgeot, Jr. Executive Vice President and Chief Operating Officer | 2023 | $591,808 | $1,210,867 | $286,439 | $618,930 | $117,600 | $222,462 | $3,048,106 | $2,930,506 | | Roderick K. West Group President, Utility Operations | 2023 | $799,130 | $1,547,047 | $365,976 | $775,192 | $204,800 | $112,338 | $3,804,483 | $3,599,683 | | | 2022 | $770,432 | $3,682,723 | $402,025 | $776,434 | $— | $101,107 | $5,732,721 | $5,732,721 | | | 2021 | $748,087 | $1,512,547 | $328,247 | $844,277 | $77,500 | $75,048 | $3,585,706 | $3,508,206 |

  100. 2023 Summary Compensation Table

    1No compensation information is provided for Ms. Fontan for 2021, as she was not included as a NEO in our proxy statement for our annual meeting of shareholders in 2022. No compensation information is provided for Mr. Norgeot for 2021 and 2022, as he was not included as a NEO in our proxy statement for our annual meetings of shareholders in 2022 and 2023. 2The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2023 changes in base salaries noted in the CD&A were effective in April 2023. 3The amounts in column (e) represent the aggregate grant date fair value of restricted stock, performance units, and restricted stock units granted under the 2019 OIP, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock, restricted stock units and the portion of the performance units attributable to the Adjusted FFO/Debt Ratio measure is determined using the closing price of the Company’s common stock on the date of grant. The grant date fair value of the portion of the performance units attributable to relative TSR was measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. The performance units in the table are also valued based on the probable outcome of the applicable performance condition at the time of grant.

  101. 2023 Summary Compensation Table

    | 72 | | Entergy 2024 Proxy Statement |

  102. 2023 Summary Compensation Table

    The maximum value of shares that would be received if the highest achievement level is attained with respect to both the relative TSR and Adjusted FFO/Debt Ratio for performance units granted in 2023 are as follows: Mr. Marsh, $6,702,361; Ms. Fontan, $1,513,590; Mr. Brown, $1,593,424; Mr. Norgeot $1,573,032 and Mr. West, $2,009,732. 4The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2019 OIP calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements in our Form 10-K for the year ended December 31, 2023. 5The amounts in column (g) represent annual incentive award cash payments made pursuant to the Executive Annual Incentive Program under the 2019 OIP. 6The amounts in column (h) include the annual actuarial change in the present value of the NEOs’ benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements and include amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. None of the increases for any of the NEOs are attributable to above-market or preferential earnings on non-qualified deferred compensation. See the 2023 Pension Benefits Table of this Proxy Statement. 7The amounts set forth in column (i) for 2023 include (a) matching contributions by the Company under the Savings Plan to each of the NEOs; (b) dividends paid on restricted stock and performance units when vested; (c) life insurance premiums; (d) tax reimbursements on relocation expenses; and (e) perquisites and other compensation as described below. The amounts are listed in the following table:

  103. 2023 Summary Compensation Table

    | | Andrew S. Marsh | Kimberly A. Fontan | Marcus V. Brown | Peter S. Norgeot, Jr. | Roderick K. West | | Company Matching Contribution – Savings Plan | $13,860 | $13,860 | $13,860 | $19,800 | $13,860 | | Dividends Paid on Vested Restricted Stock and PUP Awards | $62,421 | $11,613 | $48,042 | $22,501 | $55,542 | | Life Insurance Premiums | $7,737 | $1,587 | $11,484 | $7,482 | $7,482 | | Tax Reimbursements | $— | $— | $— | $48,428 | $— | | Perquisites and Other Compensation | $5,263 | $4,800 | $3,942 | $124,251 | $35,454 | | Total | $89,281 | $31,860 | $77,328 | $222,462 | $112,338 |

  104. 2023 Summary Compensation Table

    8The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to the Company’s performance and are outside the control of the Talent and Compensation Committee.

  105. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes award grants during 2023 to the NEOs.

  106. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | | | | | | Name | Grant Date | Thresh-old ($) | Target ($) | Maximum ($) | Thresh-old (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)3 | All Other Option Awards: Number of Securities Under- lying Options (#)4 | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards5 | | (a) | (b) | | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Andrew S. Marsh | 1/26/23 | $— | $1,320,000 | $2,640,000 | | | | | | | | | | 1/26/23 | | | | 7,724 | 30,895 | 61,790 | | | | $3,899,382 | | | 1/26/23 | | | | | | | 11,616 | | | $1,259,988 | | | 1/26/23 | | | | | | | | 60,815 | $108.47 | $1,220,557 | | Kimberly A. Fontan | 1/26/23 | $— | $468,750 | $937,500 | | | | | | | | | | 1/26/23 | | | | 1,744 | 6,977 | 13,954 | | | | $880,595 | | | 1/26/23 | | | | | | | 2,623 | | | $284,517 | | | 1/26/23 | | | | | | | | 13,733 | $108.47 | $275,621 | | Marcus V. Brown | 1/26/23 | $— | $609,041 | $1,218,082 | | | | | | | | | | 1/26/23 | | | | 1,836 | 7,345 | 14,690 | | | | $927,042 | | | 1/26/23 | | | | | | | 2,762 | | | $299,594 | | | 1/26/23 | | | | | | | | 14,459 | $108.47 | $290,192 | | Peter S. Norgeot, Jr. | 1/26/23 | $— | $448,500 | $897,000 | | | | | | | | | | 1/26/23 | | | | 1,813 | 7,251 | 14,502 | | | | $915,178 | | | 1/26/23 | | | | | | | 2,726 | | | $295,689 | | | 1/26/23 | | | | | | | | 14,272 | $108.47 | $286,439 | | Roderick K. West | 1/26/23 | $— | $645,993 | $1,291,986 | | | | | | | | | | 1/26/23 | | | | 2,316 | 9,264 | 18,528 | | | | $1,169,246 | | | 1/26/23 | | | | | | | 3,483 | | | $377,801 | | | 1/26/23 | | | | | | | | 18,235 | $108.47 | $365,976 |

  107. 2023 Grants of Plan-Based Awards

    | 74 | | Entergy 2024 Proxy Statement |

  108. 2023 Grants of Plan-Based Awards

    1The amounts in columns (c), (d) and (e) represent minimum, target and maximum payment levels under the annual incentive program. The actual amounts awarded are reported in column (g) of the 2023 Summary Compensation Table. 2The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the PUP. Performance under the PUP is measured using two performance measures—the Company’s TSR relative to the TSR of the companies included in the Philadelphia Utility Index and Adjusted FFO/Debt Ratio with relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. There is no payout under the program if the Company’s TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and Adjusted FFO/Debt Ratio is below the minimum performance goal. Subject to achievement of performance targets, each unit will be converted into one share of the Company’s common stock on the last day of the performance period for the 2023-2025 long-term PUP cycle (December 31, 2025). Accrued dividends on the shares earned will also be paid in Company stock. 3The amounts in column (i) represent shares of restricted stock granted under the 2019 OIP. Shares of restricted stock vest one-third on each of the first through third anniversaries of the grant date, have voting rights and accrue dividends during the vesting period. 4The amounts in column (j) represent options to purchase shares of the Company’s common stock granted under the 2019 OIP. The options vest one-third on each of the first through third anniversaries of the grant date and have a ten-year term from the date of grant. 5The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable outcome of the applicable performance conditions. See footnotes 3 and 4 to the 2023 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

  109. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table summarizes, for each NEO unexercised options, restricted stock that has not vested, and other equity incentive plan awards outstanding as of December 31, 2023.

  110. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | | | (a) | (b) | (c) | | (d) | (e) | (f) | (g) | | (h) | (i) | | (j) | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Andrew S. Marsh | — | 60,815 | 1 | | $108.47 | 1/26/2033 | | | | | | | | | 8,493 | 16,987 | 2 | | $109.59 | 1/27/2032 | | | | | | | | | 19,464 | 9,732 | 3 | | $95.87 | 1/28/2031 | | | | | | | | | 36,079 | — | | | $131.72 | 1/30/2030 | | | | | | | | | 45,182 | — | | | $89.19 | 1/31/2029 | | | | | | | | | 49,000 | — | | | $78.08 | 1/25/2028 | | | | | | | | | 44,000 | — | | | $70.53 | 1/26/2027 | | | | | | | | | 45,000 | — | | | $70.56 | 1/28/2026 | | | | | | | | | 24,000 | — | | | $89.90 | 1/29/2025 | | | | | | | | | | | | | | | | | | 61,790 | 4 | $6,252,530 | | | | | | | | | | | | 23,118 | 5 | $2,339,310 | | | | | | | | | 11,616 | 6 | $1,175,423 | | | | | | | | | | | | 2,599 | 7 | $262,993 | | | | | | | | | | | | 1,353 | 8 | $136,910 | | | |

  111. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Entergy 2024 Proxy Statement | | 75 |

  112. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | | | (a) | (b) | (c) | | (d) | (e) | (f) | (g) | | (h) | (i) | | (j) | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Kimberly A. Fontan | — | 13,733 | 1 | | $108.47 | 1/26/2033 | | | | | | | | | 1,651 | 3,304 | 2 | | $109.59 | 1/27/2032 | | | | | | | | | 3,630 | 1,815 | 3 | | $95.87 | 1/28/2031 | | | | | | | | | 6,400 | — | | | $131.72 | 1/30/2030 | | | | | | | | | 6,000 | — | | | $89.19 | 1/31/2029 | | | | | | | | | 2,500 | — | | | $78.08 | 1/25/2028 | | | | | | | | | | | | | | | | | | 13,954 | 4 | $1,412,005 | | | | | | | | | | | | 5,302 | 5 | $536,509 | | | | | | | | | 2,623 | 6 | $265,421 | | | | | | | | | | | | 506 | 7 | $51,202 | | | | | | | | | | | | 253 | 8 | $25,601 | | | | | Marcus V. Brown | — | 14,459 | 1 | | $108.47 | 1/26/2033 | | | | | | | | | 5,607 | 11,215 | 2 | | $109.59 | 1/27/2032 | | | | | | | | | — | 7,302 | 3 | | $95.87 | 1/28/2031 | | | | | | | | | 28,574 | — | | | $131.72 | 1/30/2030 | | | | | | | | | | | | | | | | | | 14,690 | 4 | $1,486,481 | | | | | | | | | | | | 6,477 | 5 | $655,408 | | | | | | | | | 2,762 | 6 | $279,487 | | | | | | | | | | | | 1,716 | 7 | $173,642 | | | | | | | | | | | | 1,015 | 8 | $102,708 | | | | | | | | | | | | 14,216 | 9 | $1,438,517 | | | | | Peter S. Norgeot, Jr. | — | 14,272 | 1 | | $108.47 | 1/26/2033 | | | | | | | | | 3,222 | 6,446 | 2 | | $109.59 | 1/27/2032 | | | | | | | | | 7,922 | 3,962 | 3 | | $95.87 | 1/28/2031 | | | | | | | | | 12,586 | — | | | $131.72 | 1/30/2030 | | | | | | | | | 15,101 | — | | | $89.19 | 1/31/2029 | | | | | | | | | 10,000 | — | | | $78.08 | 1/25/2028 | | | | | | | | | | | | | | | | | | 14,502 | 4 | $1,467,457 | | | | | | | | | | | | 6,093 | 5 | $616,551 | | | | | | | | | 2,726 | 6 | $275,844 | | | | | | | | | | | | 986 | 7 | $99,773 | | | | | | | | | | | | 551 | 8 | $55,756 | | | | | Roderick K. West | — | 18,235 | 1 | | $108.47 | 1/26/2033 | | | | | | | | | 8,246 | 16,494 | 2 | | $109.59 | 1/27/2032 | | | | | | | | | 17,834 | 8,918 | 3 | | $95.87 | 1/28/2031 | | | | | | | | | 31,705 | — | | | $131.72 | 1/30/2030 | | | | | | | | | 25,564 | — | | | $89.19 | 1/31/2029 | | | | | | | | | 14,167 | — | | | $78.08 | 1/25/2028 | | | | | | | | | | | | | | | | | | 18,528 | 4 | $1,874,848 | | | | | | | | | | | | 9,525 | 5 | $963,835 | | | | | | | | | 3,483 | 6 | $352,445 | | | | | | | | | | | | 2,524 | 7 | $255,404 | | | | | | | | | | | | 1,240 | 8 | $125,476 | | | | | | | | | | | | 18,012 | 10 | $1,822,634 | | | |

  113. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 76 | | Entergy 2024 Proxy Statement |

  114. 2023 Outstanding Equity Awards at Fiscal Year-End

    1Consists of options granted under the 2019 OIP; 1/3 of the options vested on January 26, 2024 and one-half of the remaining options will vest on each of January 26, 2025 and January 26, 2026. 2Consists of options granted under the 2019 OIP; 1/2 of the options vested on January 27, 2024 and the remaining options will vest on January 27, 2025. 3Consists of options granted under the 2019 OIP that vested on January 28, 2024. 4Consists of performance units granted under the 2019 OIP that will vest on December 31, 2025 based on two performance measures—the Company’s relative TSR performance and the Company’s Adjusted FFO/Debt Ratio over the 2023 – 2025 performance period with relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%, as described under “What We Pay and Why – Long-Term Incentive Compensation – 2023 Long-Term Incentive Award Mix – Long-Term Performance Units” in the CD&A. 5Consists of performance units granted under the 2019 OIP that will vest on December 31, 2024 based on two performance measures—the Company’s relative TSR and the Company’s Adjusted FFO/Debt Ratio over the 2022 – 2024 performance period with relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. 6Consists of shares of restricted stock granted under the 2019 OIP; 1/3 of the shares of restricted stock vested on January 26, 2024 and one-half of the remaining shares will vest on each of January 26, 2025, and January 26, 2026. 7Consists of shares of restricted stock granted under the 2019 OIP; 1/2 of the shares of restricted stock vested on January 27, 2024 and the remaining shares of restricted stock will vest on January 27, 2025. 8Consists of shares of restricted stock granted under the 2019 OIP that vested on January 28, 2024. 9Consists of restricted stock units granted under the 2019 OIP which will vest on May 17, 2024. 10Consists of restricted stock units granted under the 2019 OIP which will vest in three equal installments on June 1, 2024, June 1, 2025 and June 1, 2026.

  115. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information concerning each exercise of stock options and each vesting of stock during 2023 for the NEOs.

  116. 2023 Option Exercises and Stock Vested

    | | Options Awards | | Stock Awards | | | (a) | (b) | (c) | (d) | (e) | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | Andrew S. Marsh | — | $— | 28,140 | $2,822,123 | | Kimberly A. Fontan | — | $— | 5,682 | $570,316 | | Marcus V. Brown | 51,917 | $610,505 | 13,450 | $1,359,144 | | Peter S. Norgeot, Jr. | — | $— | 9,106 | $915,496 | | Roderick K. West | — | $— | 16,522 | $1,670,452 |

  117. 2023 Option Exercises and Stock Vested

    1Represents the value of performance units for the 2021 – 2023 performance period (payable solely in shares with value based on the closing stock price of the Company on the date of vesting) under the PUP and the vesting of shares of restricted stock in 2023.

  118. 2023 Pension Benefits

    2023 Pension Benefits The following table shows the present value as of December 31, 2023 of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under our retirement plans determined using interest rate and mortality rate assumptions set forth in Note 11 to the Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023. The amount of the SERP benefit provided in this table is the present value of the SERP benefit due at age 65 discounted using the interest rates that we used for financial reporting for the non-qualified pension liability at December 31, 2023, with the exception of Mr. Brown as discussed in the footnotes accompanying the table.

  119. 2023 Pension Benefits

    | Entergy 2024 Proxy Statement | | 77 |

  120. 2023 Pension Benefits

    Additional information regarding these retirement plans follows this table.

  121. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During 2023 | | Andrew S. Marsh | System Executive Retirement Plan | 25.37 | $6,186,700 | $— | | | Entergy Retirement Plan | 25.37 | $754,800 | $— | | Kimberly A. Fontan | Pension Equalization Plan | 27.56 | $1,019,800 | $— | | | Entergy Retirement Plan | 27.56 | $808,600 | $— | | Marcus V. Brown1,2 | System Executive Retirement Plan | 28.74 | $10,108,100 | $— | | | Entergy Retirement Plan | 28.74 | $1,366,100 | $— | | Peter S. Norgeot, Jr. | Cash Balance Equalization Plan | 9.37 | $278,100 | $— | | | Cash Balance Plan | 9.37 | $181,700 | $— | | Roderick K. West1 | System Executive Retirement Plan | 24.75 | $5,794,600 | $— | | | Entergy Retirement Plan | 24.75 | $855,700 | $— |

  122. 2023 Pension Benefits

    1As of December 31, 2023, Messrs. Brown and West were retirement eligible. 2In 2022, the Company entered into an agreement with Mr. Brown and amended the PEP and the SERP, pursuant to which agreement and amendments if certain contingencies are met, the benefit payable to Mr. Brown (or to his surviving spouse) under the SERP when he separates from employment with the Company is fixed and will be determined as if such separation from employment occurred as of November 30, 2022 (including the use of final average monthly compensation, service and actuarial assumptions applicable to separations as of such date). If Mr. Brown separates from service and the contingencies are not met, then Mr. Brown (or his surviving spouse) will receive the lesser of the previously described benefit amount under the SERP or the benefit that would have been payable to Mr. Brown under the PEP without regard to the above-described amendments to the SERP and PEP. A summary of the pension benefit plans sponsored by Entergy that our NEOs participated in during 2023 are described in the tables below. Benefits for the NEOs who participate in these plans are determined using the same formulas as for other eligible employees.

  123. Qualified Retirement Benefits

    Qualified Retirement Benefits All of our NEOs, except Mr. Norgeot, participate in the Entergy Retirement Plan, a tax-qualified final average pay defined benefit pension plan sponsored by the Company. Mr. Norgeot participates in the Cash Balance Plan, which is a tax-qualified cash balance defined benefit pension plan the Company sponsors for employees hired after June 30, 2014 and before January 1, 2021. Summaries of these plans are provided below. Benefits for the NEOs are determined using the same formulas as for other eligible employees:

  124. Qualified Retirement Benefits

    | | Entergy Retirement Plan | Cash Balance Plan | | Eligible NEOs | • Andrew S. Marsh • Marcus V. Brown • Kimberly A. Fontan • Roderick K. West | • Peter S. Norgeot, Jr. | | Eligibility | Non-bargaining employees hired before July 1, 2014. | Non-bargaining employees hired on or after July 1, 2014 and before January 21, 2021 | | Vesting | A participant becomes vested in the Entergy Retirement Plan upon attainment of at least 5 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | A participant becomes vested in the Cash Balance Plan upon attainment of at least 3 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | | Form of Payment Upon Retirement | Benefits are payable as an annuity or as a single lump sum distribution. | Benefits are payable as an annuity or single lump sum distribution. |

  125. Qualified Retirement Benefits

    | 78 | | Entergy 2024 Proxy Statement |

  126. Qualified Retirement Benefits

    | | Entergy Retirement Plan | Cash Balance Plan | | Retirement Benefit Formula | Benefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40). Earnings for the purpose of calculating FAME generally includes the employee’s base salary and eligible annual incentive awards, subject to limitations imposed by Internal Revenue Code of 1986, as amended (the Code), and excludes all other bonuses. Executive annual incentive awards under the Executive Annual Incentive Program are not eligible for inclusion in Earnings under this plan. FAME is calculated using the employee’s average monthly Earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120-month period immediately preceding the employee’s retirement and includes up to 5 eligible annual incentive awards paid during the 60-month period, except that executive annual incentive awards are not included in the FAME calculation. | The normal retirement benefit at age 65 is determined by converting the sum of an employee’s annual pay credits and his or her annual interest credits, into an actuarially equivalent annuity. Pay credits ranging from 4-8% of an employee’s eligible Earnings are allocated annually to a notional account for the employee based on an employee’s age and years of service. Earnings for purposes of calculating an employee’s pay credit include the employee’s base salary and annual incentive awards, subject to Code limitations, and exclude all other bonuses. Executive annual incentive program awards are eligible for inclusion in Earnings under this plan. Interest credits are calculated based upon the annual rate of interest on 30-year U.S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year subject to a minimum rate of 2.6% and a maximum rate of 9%. | | Benefit Timing1 | Normal retirement age under the plan is 65. A reduced terminated vested benefit may be commenced as early as age 55. The amount of this benefit is determined by reducing the normal retirement benefit by 7% per year for the first 5 years commencement precedes age 65, and 6% per year for each additional year commencement precedes age 65. A subsidized early retirement benefit may be commenced by employees who are at least age 55 with 10 years of service at the time they separate from service. The amount of this benefit is determined by reducing the normal retirement benefit by 2% per year for each year that early retirement precedes age 65. | Normal retirement age under the plan is 65. A vested cash balance benefit may be commenced as early as the first day of the month following separation from service. The amount of the benefit is determined in the same manner as the normal retirement benefit described above in the “Retirement Benefit Formula” section. |

  127. Qualified Retirement Benefits

    1As of December 31, 2023, Messrs. Brown and West were eligible for early retirement under the Entergy Retirement Plan.

  128. Qualified Retirement Benefits

    | Entergy 2024 Proxy Statement | | 79 |

  129. Non-qualified Retirement Benefits

    Non-qualified Retirement Benefits The NEOs are eligible to participate in certain non-qualified retirement benefit plans that provide retirement income, including the Pension Equalization Plan, the Cash Balance Equalization Plan and the System Executive Retirement Plan. Each of these plans is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. An executive may participate in one or more non-qualified plans, but is only paid the amount due under the plan that provides the highest benefit. In general, upon disability, participants in the Pension Equalization Plan and the System Executive Retirement Plan remain eligible for continued service credits until the earliest of recovery, separation from service due to disability, or retirement eligibility. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant’s accrued benefit under these plans.

  130. Non-qualified Retirement Benefits

    | | Pension Equalization Plan | System Executive Retirement Plan | Cash Balance Equalization Plan | | Eligible NEOs | • Andrew S. Marsh • Marcus V. Brown • Kimberly A. Fontan • Roderick K. West | • Andrew S. Marsh • Marcus V. Brown • Roderick K. West | • Peter S. Norgeot, Jr. | | Eligibility1 | Management or highly compensated employees who participate in the Entergy Retirement Plan. | Certain individuals who became executive officers before July 1, 2014. | Management or highly compensated employees who participate in the Cash Balance Plan. | | Form of Payment Upon Retirement | Single lump sum distribution. | Single lump sum distribution. | Single lump sum distribution. | | Retirement Benefit Formula | Benefits generally are equal to the actuarial present value of the difference between (1) the amount that would have been payable as an annuity under the Entergy Retirement Plan, including executive annual incentive program awards as eligible earnings and without applying limitations of the Code on pension benefits and earnings that may apply in calculating tax-qualified pension benefits, and (2) the amount actually payable as an annuity under the Entergy Retirement Plan. | Benefits generally are equal to the actuarial present value of a specified percentage, based on the participant’s years of service (including supplemental service granted under the plan) and management level, of the participant’s Final Average Monthly Compensation (which is generally 1/36th of the sum of the participant’s base salary and annual incentive awards for the 3 highest years during the last 10 years preceding separation from service), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit. | Benefits generally are equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan. |

  131. Non-qualified Retirement Benefits

    | 80 | | Entergy 2024 Proxy Statement |

  132. Non-qualified Retirement Benefits

    | | Pension Equalization Plan | System Executive Retirement Plan | Cash Balance Equalization Plan | | Benefit Timing2 | Payable at age 65. Benefits payable prior to age 65 are subject to the same reduced terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above. Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A. | Payable at age 65. Prior to age 65, vesting is conditioned on the prior written consent of the officer’s Entergy employer. Benefits payable prior to age 65 are subject to the same reduced terminated vested or subsidized early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above. Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A. | Payable upon separation from service subject to six month delay if the participant is a “specified employee” under Code Section 409A. |

  133. Non-qualified Retirement Benefits

    1The SERP was closed to new executive officers effective July 1, 2014. Effective July 1, 2014, (a) no new grants of supplemental service may be provided to participants in the PEP; and (b) supplemental credited service granted prior to July 1, 2014 was grandfathered. Participants in the Company’s CBP are not eligible to participate in the SERP or the PEP and instead may be eligible to participate in the CBEP. 2Benefits accrued under our SERP, PEP and CBEP, if any, will become fully vested if a participant is involuntarily terminated without cause or terminates his or her employment for good reason in connection with a change in control with payment generally made in a lump-sum payment as soon as reasonably practicable following the first day of the month after the termination of employment, unless subject to a six month delay under Code Section 409A.

  134. Non-qualified Retirement Benefits

    | Entergy 2024 Proxy Statement | | 81 |

  135. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has plans and other arrangements that provide compensation to a NEO if his employment terminates under specified conditions, including following a change in control of the Company.

  136. Aggregate Termination Payments

    | Benefits and Payments Upon Termination | Voluntary Resignation | For Cause | Termination for Good Reason or Not for Cause | Retirement | Disability | Death | Termination Related to a Change in Control | | Andrew S. Marsh1 | | | | | | | | | Severance Payment | — | — | $— | $— | $— | $— | $6,660,225 | | Performance Units3 | — | — | $— | $— | $2,601,696 | $2,601,696 | $2,601,696 | | Stock Options | — | — | $— | $— | $155,323 | $155,323 | $155,323 | | Restricted Stock | — | — | $— | $— | $1,666,722 | $1,666,722 | $1,666,722 | | Welfare Benefits5 | — | — | $— | $— | $— | $— | $33,129 | | Kimberly A. Fontan1 | | | | | | | | | Severance Payment | — | — | $— | $— | $— | $— | $3,130,156 | | Performance Units3 | — | — | $— | $— | $593,075 | $593,075 | $593,075 | | Stock Options | — | — | $— | $— | $28,967 | $28,967 | $28,967 | | Restricted Stock | — | — | $— | $— | $361,522 | $361,522 | $361,522 | | Welfare Benefits5 | — | — | $— | $— | $— | $— | $33,129 | | Marcus V. Brown2 | | | | | | | | | Severance Payment | — | — | $— | $— | $— | $— | $4,111,030 | | Performance Units3 | — | — | $— | $684,752 | $684,752 | $684,752 | $684,752 | | Stock Options | — | — | $— | $— | $38,847 | $38,847 | $38,847 | | Restricted Stock | — | — | $— | $— | $595,530 | $595,530 | $595,530 | | Welfare Benefits4 | — | — | $— | $— | $— | $— | $— | | Unvested Restricted Stock Units6 | — | — | $1,257,387 | $— | $1,257,387 | $1,257,387 | $1,438,517 | | Peter S. Norgeot, Jr.1 | | | | | | | | | Severance Payment | — | — | $— | $— | $— | $— | $3,094,650 | | Performance Units3 | — | — | $— | $— | $655,610 | $655,610 | $655,610 | | Stock Options | — | — | $— | $— | $63,223 | $63,223 | $63,223 | | Restricted Stock | — | — | $— | $— | $458,923 | $458,923 | $458,923 | | Welfare Benefits5 | — | — | $— | $— | $— | $— | $24,696 | | Roderick K. West2 | | | | | | | | | Severance Payment | — | — | $— | $— | $— | $— | $4,360,453 | | Performance Units4 | — | — | $— | $955,032 | $955,032 | $955,032 | $955,032 | | Stock Options | — | — | $— | $— | $142,321 | $142,321 | $142,321 | | Restricted Stock | — | — | $— | $— | $785,888 | $785,888 | $785,888 | | Welfare Benefits4 | — | — | $— | $— | $— | $— | $— | | Unvested Restricted Stock Units7 | — | — | $— | $— | $— | $— | $1,822,634 |

  137. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Andrew S. Marsh, our Chief Executive Officer.

  138. Pay versus Performance

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

  139. Pay Versus Performance (PVP) Table

    Pay Versus Performance (PVP) Table

  140. Pay Versus Performance (PVP) Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total 1st PEO1 | SCT Total 2nd PEO2 | CAP 1st PEO3 | CAP 2nd PEO4 | Avg SCT Total NEOs5 | Avg CAP Non-PEO NEOs6 | TSR7 | Peer Group TSR8 | Net Income9 (In Thousands) | ETR Tax Adjusted EPS10 | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | N/A | $10,373,208 | N/A | $7,048,261 | $3,509,009 | $2,103,157 | $98.28 | $111.05 | $2,356,536 | $8.83 | | 2022 | $13,207,355 | $6,861,760 | $17,642,076 | $8,580,147 | $3,751,745 | $4,877,536 | $104.64 | $122.25 | $1,103,166 | $6.58 | | 2021 | $17,045,744 | N/A | $26,597,239 | N/A | $4,221,128 | $5,009,362 | $101.07 | $121.46 | $1,118,492 | $6.22 | | 2020 | $16,198,597 | N/A | $10,573,045 | N/A | $5,115,873 | $2,828,875 | $86.29 | $102.72 | $1,388,334 | $6.90 |

  141. Pay Versus Performance (PVP) Table

    1The amounts reported in this first column (b) are the same amounts reported in column (j) of the 2022 Summary Compensation Table (SCT) for Mr. Denault, who served as our PEO for the entirety of 2020 and 2021 and during 2022 until his retirement as our Chief Executive Officer on November 1, 2022. 2The amount reported in this second column (b) for 2022 and 2023 are the same amounts reported in column (j) of the 2023 SCT for Mr. Marsh, who became our PEO on November 1, 2022. For 2021 and 2020, Mr. Marsh’s SCT Totals are included in column (d). 3The amounts reported in this first column (c) represent the total compensation actually paid to Mr. Denault, as calculated in accordance with SEC disclosure rules, for each of the prior three completed fiscal years. Compensation actually paid does not mean that Mr. Denault was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the first column (b), adjusted by certain changes in equity award and pension plan values, as follows:

  142. Pay Versus Performance (PVP) Table

    | Adjustments to Determine CAP for Mr. Denault | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | N/A | $13,207,355 | $17,045,744 | $16,198,597 | | Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | N/A | $— | ($4,178,300) | ($4,416,700) | | Increase for “Service Cost” for Pension Plans | N/A | $38,700 | $13,600 | $16,500 | | Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification) | N/A | $— | $8,858,200 | $— | | Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT | N/A | ($9,164,589) | ($8,986,053) | ($8,067,003) | | Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End | N/A | $10,171,229 | $12,040,411 | $4,710,314 | | Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | N/A | $1,965,462 | $696,285 | ($7,838,641) | | Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | N/A | — | — | — | | Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | N/A | $1,423,919 | $1,107,352 | $9,969,978 | | Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | N/A | — | — | — | | Calculated CAP | N/A | $17,642,076 | $26,597,239 | $10,573,045 |

  143. Pay Versus Performance (PVP) Table

    | Entergy 2024 Proxy Statement | | 89 |

  144. Pay Versus Performance (PVP) Table

    4The amount reported in this second column (c) represents the total compensation actually paid, as calculated in accordance with SEC disclosure rules, to Mr. Marsh for 2022, the year in which he was appointed as our PEO, and for 2023. The compensation actually paid for Mr. Marsh for 2021 and 2020 is included in column (e) for the average of the other NEOs. Compensation actually paid does not mean that Mr. Marsh was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the second column (b), adjusted by certain changes in equity award and pension plan values, as follows:

  145. Pay Versus Performance (PVP) Table

    | Adjustments to Determine CAP for Mr. Marsh | 2023 | 2022 | | Summary Compensation Table Total | $10,373,208 | $6,861,760 | | Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | $(982,400) | $— | | Increase for “Service Cost” for Pension Plans | $221,800 | $174,000 | | Increase for “Prior Service Cost” for Pension Plans | $— | $— | | Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT | $(6,379,927) | $(5,012,940) | | Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End | $6,009,529 | $4,233,694 | | Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $(1,309,580) | $1,906,258 | | Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | | Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(884,369) | $417,375 | | Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | | Calculated CAP | $7,048,261 | $8,580,147 |

  146. Pay Versus Performance (PVP) Table

    5The amounts reported in this column (d) represent the average of amounts reported in column (j) of the SCT for the applicable year for our Non-PEO NEOs, inclusive of Mr. Marsh for 2020 and 2021. The names of the non-PEO NEOs included in the average for each year are listed in the table below.

  147. Pay Versus Performance (PVP) Table

    | 2023 | 2022 | 2021 | 2020 | | Kimberly A. Fontan | Kimberly A. Fontan | Andrew S. Marsh | Andrew S. Marsh | | Marcus V. Brown | A. Christopher Bakken, III | Marcus V. Brown | A. Christopher Bakken, III | | Peter S. Norgeot, Sr. | Marcus V. Brown | Paul D. Hinnenkamp | Marcus V. Brown | | Roderick K. West | Roderick K. West | Roderick K. West | Roderick K. West |

  148. Pay Versus Performance (PVP) Table

    6The amounts reported in this column (e) represent the average compensation actually paid, as calculated in accordance with SEC disclosure rules, to the Non-PEO NEOs for the prior four completed fiscal years, inclusive of Mr. Marsh for 2021 and 2020. Compensation actually paid does not mean that our NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in column (d), adjusted by certain changes in equity award and pension plan values, as follows:

  149. Pay Versus Performance (PVP) Table

    | 90 | | Entergy 2024 Proxy Statement |

  150. Pay Versus Performance (PVP) Table

    | Adjustments to Determine the Average CAP for Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $3,509,009 | $3,751,745 | $4,221,128 | $5,115,873 | | Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | $(365,925) | $(266,225) | $(409,275) | $(1,472,875) | | Increase for “Service Cost” for Pension Plans | $100,950 | $130,125 | $186,625 | $130,750 | | Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification) | $— | $466,725 | $— | $— | | Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT | $(1,591,972) | $(2,044,130) | $(2,198,699) | $(2,147,575) | | Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End | $1,499,549 | $2,144,852 | $2,839,140 | $1,253,979 | | Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $(590,466) | $393,775 | $185,876 | $(1,850,528) | | Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — | — | | Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(457,988) | $300,669 | $184,567 | $1,799,251 | | Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | — | | Calculated CAP | $2,103,157 | $4,877,536 | $5,009,362 | $2,828,875 |

  151. Pay Versus Performance (PVP) Table

    7The amounts reported in this column (f) represent the Company’s total shareholder return (TSR) for the prior four completed fiscal years. The calculation for each year is based on a fixed investment of $100 as of December 31, 2019 through the end of each applicable year in the table, assuming reinvestment of dividends. Historic stock price performance is not necessarily indicative of future stock price performance. 8This column (g) reports the average TSR of our peer companies in the Philadelphia Utility Index, the same index that the Company uses in its Annual Report. The same methodology was used in calculating the Company’s TSR and that of the Philadelphia Utility Index, with the calculation for each year based on a fixed investment of $100 as of December 31, 2019, assuming reinvestment of dividends. 9This column (h) reports the Company’s net income for the prior four completed fiscal years. 10The information reported in column (i) reports ETR Tax Adjusted EPS, our Company Selected Measure (CSM), for the prior four completed fiscal years. ETR Tax Adjusted EPS is based on the Company’s Adjusted EPS, a non-GAAP financial measure which is the earnings measure by which we provide external guidance, and excludes the effects of certain adjustments, which are unusual or non-recurring items or events or other items or events that management believes do not reflect the ongoing business of Entergy, such as significant tax items, and other items such as certain costs, expenses, or other specified items. ETR Adjusted EPS is then adjusted to add back 50% of the net effect (positive or negative) of significant tax strategy items and to eliminate the effect of the Pre-Determined Exclusions (as defined earlier in the CD&A). We have designated ETR Tax Adjusted EPS as our CSM as we believe it represents our most important financial measure (aside from TSR) used to link compensation actually paid to the Company’s NEOs to Company performance for the most recently completed fiscal year. ETR Tax Adjusted EPS is a non-GAAP financial measure. See "What We Pay and Why - 2023 Compensation Decisions - Annual Incentive Program Financial Measure and Target" for information regarding this non-GAAP financial measure.

  152. Pay Versus Performance (PVP) Table

    | Entergy 2024 Proxy Statement | | 91 |

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

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023 and is inclusive of our CSM, ETR Tax Adjusted EPS, set forth in column (i) of the PVP Table. As described in the CD&A, we supplement our financial performance measures with non-financial measures relating to Safety, Customer NPS, DIB, and Environmental Stewardship to demonstrate Entergy’s strong commitment to more directly link executive compensation to successful execution on our strategies. Please see the CD&A for a further description of the financial metrics listed below as well as the non-financial metrics used in the Company’s 2023 annual incentive program. •ETR Tax Adjusted EPS •Adjusted FFO / Debt Ratio •Relative Total Shareholder Return

  154. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth the beneficial ownership of our common stock and stock-based units as of March 7, 2024 for all directors and NEOs. Unless otherwise noted, each person had sole voting and investment power over the number of shares of common stock and stock-based units set forth across from his or her name.

  155. Directors and Executive Officers

    | Name1 | Shares2 | Options Exercisable Within 60 Days | Stock Units3 | | Entergy Corporation | | | | | Gina F. Adams | 1,091 | — | — | | John H. Black | 1,250 | — | — | | Marcus V. Brown | 19,126 | 51,909 | — | | John R. Burbank | 7,236 | — | 1,524 | | Patrick J. Condon | 14,177 | — | — | | Kirkland H. Donald | 11,155 | — | 6,267 | | Brian W. Ellis | 4,592 | — | — | | Kimberly A. Fontan | 17,147 | 28,225 | — | | Philip L. Frederickson | 13,380 | — | 805 | | M. Elise Hyland | 6,513 | — | 784 | | Stuart L. Levenick | 27,764 | — | — | | Blanche L. Lincoln | 21,809 | — | — | | Andrew S. Marsh | 151,607 | 309,714 | — | | Peter S. Norgeot, Jr. | 37,832 | 62,245 | — | | Karen A. Puckett | 14,177 | — | — | | Roderick K. West | 59,079 | 120,759 | — | | All directors and executive officers as a group (21 persons) | 467,473 | 665,495 | 9,380 |

  156. Directors and Executive Officers

    1The beneficial ownership of our common stock and stock-based units owned by each individual and by all of our directors and executive officers as a group does not exceed one percent of Entergy’s outstanding shares of common stock. 2The balances in this column also include shares of common stock held in the Entergy Savings Plan (401(k)) by Messrs. Brown, Marsh and West and Ms. Fontan. For our directors, the balances in this column include phantom units that are issued under the SRP. All non-employee directors are credited with phantom units for each year of service on the Board. These phantom units do not have voting rights but do accrue dividends and will be settled in shares of Entergy common stock following the non-employee director’s separation from the Board. See “2023 Non-Employee Director Compensation” section of this Proxy Statement for the number of phantom units held by each non-employee director as of December 31, 2023. The balance in this column for Mr. Black includes shares held by Mr. Black's spouse. 3Mr. Burbank, Mr. Donald, Mr. Frederickson and Ms. Hyland have deferred receipt of some of their quarterly stock grants. The deferred shares will be settled in cash in an amount equal to the market value of our common stock at the end of the deferral period.

  157. Directors and Executive Officers

    | 94 | | Entergy 2024 Proxy Statement |