DEF 14A of Entergy Corp /De/, Mar 21, 2025

DEF 14A of Entergy Corp /De/

Filed Mar 21, 2025 · FY20240000065984-25-000026

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders

    | 2024 Non-Employee Director Compensation Table | 38 | | Audit Matters | 40 | | Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2025 | 40 | | Audit Committee Report | 41 | | Independent Auditor Fees and Services | 42 | | Audit Committee Guidelines for Pre-Approval of Independent Auditor Services | 42 | | Executive Officer Compensation | 43 | | Proposal 3 – Advisory Vote to Approve Named Executive Compensation | 43 | | Compensation Discussion and Analysis | 44 | | Annual Compensation Programs Risk Assessment | 69 | | Talent and Compensation Committee Report | 69 | | Compensation Tables | 70 | | Pay Ratio Disclosure | 87 | | Pay Versus Performance | 88 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 93 | | 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 2026 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 – Reconciliation of Earnings per Share (GAAP) to Adjusted Earnings per Share (Non-GAAP) | A-1 |

  2. Board Composition, Committees, Skills and Qualifications

    Board Composition, Committees, Skills and Qualifications The Board reviews its composition regularly to ensure it has the right mix of directors with diverse perspectives and business and professional experiences, as well as professional integrity, sound judgment and collegiality. The Board seeks to identify candidates with knowledge or experience that will expand or complement its existing expertise to ensure that the skillsets and backgrounds represented on the Board are the right ones to enable the Board to effectively address the Company’s current and future strategic challenges and opportunities. You are being asked to vote on the election of the 10 director nominees below, each of whom is currently serving on the Board. Ages set forth below are as of March 21, 2025.

  3. Board Composition, Committees, Skills and Qualifications

    | Name, Age, Independence, Primary Occupation | Director Since | Committees | | Gina F. Adams, 66, Independent Executive Vice President, General Counsel and Secretary, FedEx Corporation | 2023 | CG, TC | | John H. Black, 65, Independent Retired Audit Partner, Deloitte & Touche LLP | 2023 | A*, N | | John R. Burbank, 61, Independent Independent Strategic Advisor and Entrepreneur | 2018 | F, TC | | Kirkland H. Donald, 71, Independent Chairman, Huntington Ingalls Industries, Inc. | 2013 | F, N* | | Brian W. Ellis, 59, Independent Senior Vice President and General Counsel, Danaher Corporation | 2020 | CG, TC | | Philip L. Frederickson, 68, Independent Former Executive Vice President, ConocoPhillips | 2015 | A, E, F* | | M. Elise Hyland, 65, Independent Former Senior Vice President, EQT Corporation and Former Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC | 2019 | A, F | | Stuart L. Levenick, 72, Independent Lead Director, Entergy Former Group President and Executive Office Member, Caterpillar Inc. | 2005 | CG*, E, N |

  4. Board Composition, Committees, Skills and Qualifications

    | 4 | | Entergy 2025 Proxy Statement |

  5. Board Composition, Committees, Skills and Qualifications

    | Name, Age, Independence, Primary Occupation | Director Since | Committees | | Andrew S. Marsh, 53 Chair and Chief Executive Officer, Entergy | 2022 | E* | | Karen A. Puckett, 64, Independent Former President and Chief Executive Officer, Harte Hanks, Inc. | 2015 | A, TC* |

  6. Board Composition, Committees, Skills and Qualifications

    | A – Audit | CG – Corporate Governance | E – Executive | * Chair | | F – Finance | N – Nuclear and Operations Oversight | TC – Talent and Compensation | |

  7. Board Composition, Committees, Skills and Qualifications

    | Board Highlights | | | | | | | Commitment to Board Refreshment | 4 New Directors Since 2020 | 5 Directors 0-5 years | 3 Directors 6-10 years | 2 Directors 11+ years | Average Tenure 7.7 years | | Balanced Mix of Ages | Average Age 64 | 2 Directors 50-60 | 6 Directors 61-69 | 2 Director 70+ years | | | Independence | 9 of 10 Directors | | | | | | Board Skills, Qualifications and Experience | Technology & Transformation | | Government / Legal / Public Policy | | | | | Executive Leadership | | Human Capital Management | | | | | Operational Excellence | | Regulated Utility / Nuclear | | | | | Risk Management | | Finance & Accounting | | | | | Other Public Boards | | Sustainability | | | | Board Demographics | 40% Gender or Ethnic Diversity | 3 Female Directors | 2 Ethnically or Racially Diverse | | |

  8. Board Composition, Committees, Skills and Qualifications

    Additional information about each director nominee’s background and experience can be found beginning on page 11.

  9. Board Composition, Committees, Skills and Qualifications

    | Entergy 2025 Proxy Statement | | 5 |

  10. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors At the Annual Meeting, 10 director nominees are to be elected to hold office until the 2026 annual meeting and until their successors have been elected and qualified or until the director's earlier resignation or removal. Each nominee was previously elected at our 2024 annual meeting.

  11. Proposal 1 – Election of Directors

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

  12. Proposal 1 – Election of Directors

    | 10 | | Entergy 2025 Proxy Statement |

  13. Our 2025 Director Nominees

    Our 2025 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.

  14. Our 2025 Director Nominees

    | Andrew S. Marsh | | | New Orleans, LA Age 53 Director since 2022 | Board Committee: Executive (Chair) Professional Highlights •Chair of the Board, Entergy (since February 2023) •CEO, Entergy (since November 2022) •Executive Vice President and Chief Financial Officer, Entergy (2013-2022) •Director, Nuclear Electric Insurance Limited (NEIL) (private company) (since 2020) | | Key Qualifications and Experience: As our Chair and CEO 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. | | | Gina F. Adams | | | Age 66 Washington, D.C. Director since 2023 | Board Committees: Corporate Governance, Talent and Compensation Professional Highlights •Executive Vice President, General Counsel and Secretary, FedEx Corporation (FedEx) (a transportation, e-commerce and business services company) (since September 2024) •Corporate Vice President, Government and Regulatory Affairs, FedEx (2001-2024) •Staff Vice President, International Regulatory Affairs, FedEx (1999-2001) •Staff Director, International Regulatory Affairs, FedEx (1998-1999) •Managing Attorney, International Regulatory Affairs, FedEx (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 Executive Vice President, General Counsel and Secretary at FedEx. Ms. Adams also brings valuable experience in human capital management acquired through significant roles in senior management for a large enterprise and in risk management and business transformations through her legal and business experience and outside board service. | |

  15. Our 2025 Director Nominees

    | Entergy 2025 Proxy Statement | | 11 |

  16. Our 2025 Director Nominees

    | John H. Black | | | Age 65 Atlanta, GA Director since 2023 | Board Committees: Audit (Chair), Nuclear and Operations Oversight 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 sustainability programs and reporting practices and internal controls relating to sustainability data. | | | John R. Burbank | | | Age 61 Groton, CT 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 •Former Director, Vizio Holding Corp. (former public company, acquired by Walmart, Inc.) (2020-2024) | | 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. | |

  17. Our 2025 Director Nominees

    | 12 | | Entergy 2025 Proxy Statement |

  18. Our 2025 Director Nominees

    | Admiral Kirkland H. Donald, USN (Ret.) | | | Age 71 Mount Pleasant, SC Director since 2013 | Board Committees: Finance, Nuclear and Operations Oversight (Chair) Professional Highlights •President and Chief Executive Officer, Systems Planning and Analysis, Inc. (a global advisory and technical services firm supporting complex national security programs) (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. (since 2020; director since 2017) •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. | | | Brian W. Ellis | | | Age 59 Bethesda, MD 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. (a medical device company) (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. | |

  19. Our 2025 Director Nominees

    | Entergy 2025 Proxy Statement | | 13 |

  20. Our 2025 Director Nominees

    | Philip L. Frederickson | | | Age 68 Arden, NC Director since 2015 | Board Committees: Audit, Executive, Finance (Chair) Professional Highlights •Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips (a hydrocarbon exploration and production company) (2006-2008) •Executive Vice President, Commercial, ConocoPhillips (2002-2006) •Former Director, Sunoco Logistics Partners L.P. (former public company, acquired by 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. | | | M. Elise Hyland | | | Age 65 Pittsburgh, PA Director since 2019 | Board Committees: Audit, Finance Professional Highlights •Senior Vice President, EQT Corporation (a petroleum and natural gas exploration and pipeline company) and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (midstream services provider) (2017-2018) •Executive Vice President of Midstream Operations and Engineering, EQT Midstream Services, LLC (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, acquired by EQT Corporation) •Former Director, Washington Gas Light Company (former public company, acquired by AltaGas Ltd.) •Former Director, Marathon Oil Corporation (former public company) | | 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 background in finance and strategic planning, enables her to contribute valuable insights as we grow our utility business and execute on our capital plan. | |

  21. Our 2025 Director Nominees

    | 14 | | Entergy 2025 Proxy Statement |

  22. Our 2025 Director Nominees

    | Stuart L. Levenick | | | Age 72 Naples, FL Director since 2005 | Lead Director Board Committees: Corporate Governance (Chair), Executive, Nuclear and Operations Oversight Professional Highlights •Lead Director, Entergy (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. | | | Karen A. Puckett | | | Age 64 Houston, TX 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. (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 and her prior and current outside board service. | |

  23. Our 2025 Director Nominees

    | Entergy 2025 Proxy Statement | | 15 |

  24. 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 candidate's 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 2026 Annual Meeting.”

  25. Director Nominee Recommendations

    | Entergy 2025 Proxy Statement | | 19 |

  26. 2024 Non-Employee Director Compensation Program

    2024 Non-Employee Director Compensation Program The Corporate Governance Committee reviews non-employee director compensation on an annual basis and seeks to compensate our directors in a manner that attracts and retains highly qualified directors. During 2024, as part of its review, the committee engaged the independent compensation consultant to the Talent and Compensation Committee, Pay Governance LLC (Pay Governance), to conduct a competitive benchmarking of our director compensation program against the companies in the Philadelphia Utility Index, as well as the S&P 500. Following this review, and after considering the advice of Pay Governance on market practices and pay levels, the Corporate Governance Committee recommended, and the Board approved, the following changes to our program, effective June 1, 2024, in order to better position our program from a competitive standpoint going forward: •An increase to the non-employee quarterly cash retainer by a total of $5,000 annually from $112,500 to $117,500 •An increase to the quarterly equity awards by a total of $5,000 annually from $87,500 to $92,500 •An increase to the annual grant of phantom stock units under the Service Recognition Program by $5,000 from $80,000 to $85,000 With these changes, our non-employee director compensation program consists of the following cash and stock-based compensation:

  27. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table The following table provides information on the 2024 compensation of non-employee directors who served for all or a part of 2024. We reimburse directors for reasonable out-of-pocket expenses attendant to their Board service. Mr. Marsh, our Chair and CEO, does not receive any additional compensation for his Board service. See the “2024 Summary Compensation Table” for the compensation received by Mr. Marsh with respect to his 2024 service to the Company.

  28. 2024 Non-Employee Director Compensation Table

    | Name1 | Fees Earned or Paid in Cash ($)2 | Stock Awards ($)3 | All Other Compensation ($)4 | Total ($) | | Gina F. Adams | $115,000 | $170,410 | $919 | $286,329 | | John H. Black | $133,000 | $170,410 | $2,741 | $306,151 | | John R. Burbank | $115,000 | $170,410 | $24,713 | $310,122 | | Patrick J. Condon | $91,125 | $111,877 | $30,432 | $233,434 | | Kirkland H. Donald | $153,000 | $170,410 | $37,651 | $361,061 | | Brian W. Ellis | $115,000 | $170,410 | $8,603 | $294,013 | | Philip L. Frederickson | $130,000 | $170,410 | $29,432 | $329,842 | | M. Elise Hyland | $115,000 | $170,410 | $15,624 | $301,034 | | Stuart L. Levenick | $188,000 | $170,410 | $67,949 | $426,359 | | Blanche L. Lincoln | $115,000 | $170,410 | $46,170 | $331,580 | | Karen A. Puckett | $135,000 | $170,410 | $40,146 | $345,556 |

  29. 2024 Non-Employee Director Compensation Table

    | 38 | | Entergy 2025 Proxy Statement |

  30. 2024 Non-Employee Director Compensation Table

    1The amount reported for Patrick Condon reflects the compensation he received during 2024 through the date of his retirement from the Board (May 3, 2024). Blanche L. Lincoln is included in the table above as she served as a non-employee director during 2024 through the date of her retirement from the Board (December 31, 2024). 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 and Operations Oversight 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 2024 and the 1,424 SRP Units granted to each director in 2024 under the SRP, with the exception of Mr. Condon, whose SRP award was prorated based on the period of time he served as director during the defined year of service under the terms of the SRP. Based on his service through May 3, 2024, Mr. Condon was granted 1,322 SRP Units. For a discussion of the relevant assumptions used in valuing these amounts, see Note 12 to the Financial Statements in our Form 10-K for the year ended December 31, 2024. As of December 31, 2024, the outstanding phantom units held by each non-employee director serving during 2024 were: Ms. Adams: 1,836; Mr. Black: 1,836; Mr. Burbank: 9,618; Mr. Condon 9,616; Mr. Donald: 18,308; Mr. Ellis: 5,282; Mr. Frederickson: 14,622; Ms. Hyland: 7,882; Mr. Levenick: 30,990; Ms. Lincoln: 22,128; and Ms. Puckett: 15,622. 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 2024, accrued dividend equivalents under the SRP were approximately: Ms. Adams: $919; Mr. Black: $919; Mr. Burbank: $18,273; Mr. Condon: $30,432; Mr. Donald: $37,651; Mr. Ellis: $8,603; Mr. Frederickson: $29,432; Ms. Hyland: $14,401; Mr. Levenick: $65,932; Ms. Lincoln: $46,170; and Ms. Puckett: $31,662.

  31. 2024 Non-Employee Director Compensation Table

    | Entergy 2025 Proxy Statement | | 39 |

  32. Additional Performance Information

    Additional Performance Information For information about our performance relating to the Safety, Customer NPS and DIB annual incentive program measures, see “2024 Annual Incentive Program Performance Assessment” below. For additional information regarding our Relative TSR performance and Adjusted FFO/Debt Ratio, see “2022–2024 PUP Performance Measures, Goals and Payouts” below. A more detailed discussion of our 2024 performance can be found in our 2024 Performance Report.

  33. Compensation Best Practices

    | Practice | Description | | Clawback Policies Beyond Dodd-Frank Requirements | We have a recoupment policy that complies with and, in certain respects, goes beyond, the requirements of the 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 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 the OCE members, other than with respect to relocation benefits. | | No Dividends on Unearned Performance Awards | We do not pay dividends on unearned PUP 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. |

  34. 2024 Incentive Compensation Program Changes

    2024 Incentive Compensation Program Changes Based in part on shareholder feedback and consistent with our compensation principles and philosophy discussed earlier in this CD&A, the Talent and Compensation Committee refined Entergy's 2024 incentive compensation programs by: •Moving the Adjusted FFO/Debt Ratio measure from the PUP to the annual incentive program, weighted at 10%, and moving the Environmental Stewardship measure from the annual incentive program to the PUP, beginning with the 2024–2026 performance period (2024–2026 PUP), weighted at 20%. The Environmental Stewardship measure introduced into the 2024–2026 PUP is based purely on quantitative components related to climate resilience and carbon-free generation, subject to a modifier for progress on CCS objectives; •Removing the tax adjustment from the calculation of the ETR Adjusted EPS results in the annual incentive program; •Adjusting the design of the Safety measure in the annual incentive program to incorporate Total Recordable Incident Rate (TRIR) as a component equally weighted with the existing Serious Injury and Fatality (SIF) component; and •Adjusting the design of the Customer NPS measure in the annual incentive program to incorporate large commercial and industrial (C&I) customer feedback, equally weighted with the residential and business customer feedback components. As a result of the above refinements, the frameworks for our 2024 incentive compensation programs comprised the following measures:

  35. 2024 Incentive Compensation Program Changes

    | Annual Incentive Program | | 2024–2026 PUP | | | Measure | Weighting | Measure | Weighting | | ETR Adjusted EPS | 60% | Relative TSR | 80% | | Adjusted FFO/Debt Ratio | 10% | Environmental Stewardship | 20% | | Safety SIF Count TRIR | 10% | Climate Resilience Carbon-Free Generation* | | | Customer NPS Residential Business Large C&I | 10% | * Subject to Carbon Capture Modifier | | | DIB | 10% | | |

  36. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2024, the Talent and Compensation Committee continued to retain 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 program 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 applicable NYSE listing standards and SEC rules.

  37. Competitive Positioning

    Competitive Positioning

  38. Market Data for Compensation Comparison

    Market Data for Compensation Comparison 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. 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 above the market median.

  39. Compensation Peer Group

    Compensation Peer Group 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 2024–2026 PUP. The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining Relative TSR performance levels because the

  40. Compensation Peer Group

    | Entergy 2025 Proxy Statement | | 51 |

  41. Compensation Peer Group

    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 2024 compensation model and framework based on compensation information from the companies included in the Philadelphia Utility Index as of December 31, 2023, which were (in addition to Entergy):

  42. Compensation Peer Group

    | 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. |

  43. 2024 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 three-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 three-year pro rata vesting |

  44. Annual Incentive Compensation

    Annual Incentive Compensation Our NEOs are eligible for annual incentive awards pursuant to the executive annual incentive program. The maximum funding available for the program is determined by a payout factor referred to as the Entergy Achievement Multiplier (EAM). Each year, after a review of the Company’s strategic plan, the Talent and Compensation Committee engages in a rigorous process to determine the performance measures and the minimum, target and maximum performance goals 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 2024 target opportunities for Mr. Marsh and Ms. Fontan were increased as compared to 2023 from 120% to 130% and from 75% to 85%, respectively, to align more closely with market median due to their increased tenure in their roles and performance to date in their roles. The target opportunities for each of the remaining NEOs remained at the same level as those established for 2023. 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 each of the performance measure goals 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 annual incentive 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.

  45. 2024 Annual Incentive Program Performance Measures and Methodology

    2024 Annual Incentive Program Performance Measures and Methodology The measures that the Talent and Compensation Committee approved to determine the EAM for 2024 were: ETR Adjusted EPS, Adjusted FFO/Debt Ratio, Safety, Customer NPS and DIB, with ETR Adjusted EPS being the most heavily weighted at 60% and the remaining measures each weighted at 10%. Minimum, target and maximum performance goals 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 target, and target and maximum performance achievement levels, respectively, were determined by straight line interpolation, with the EAM result being determined formulaically by the weighted average of the payouts determined for each of the performance measures.

  46. 2024 Annual Incentive Program Performance Measures and Methodology

    | 54 | | Entergy 2025 Proxy Statement |

  47. Quantitative Performance Measures

    Quantitative Performance Measures All the performance measures used to determine the EAM except the DIB performance measure are purely quantitative measures. Following are summary descriptions of each of the quantitative performance measures, including the rationale for their selection and target goals set for 2024:

  48. Quantitative Performance Measures

    | Measure | Rationale | Goal | | ETR Adjusted EPS •Non-GAAP measure, which is the earnings measure by which we provide external guidance, adjusted 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) 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) | •Based on an objective financial measure that we and our investors consider to be important in evaluating our financial performance •Based on the same measure we use for internal and external financial reporting •Provides both discipline and transparency | •Target performance was set to equal management’s expectation for ETR Adjusted EPS as reflected in the Company's financial plan, or $3.60 per share ($7.20 per share pre-Stock Split) •Minimum performance: $3.51 per share ($7.02 per share pre-Stock Split) •Maximum performance: $3.69 per share ($7.38 per share pre-Stock Split) | | Adjusted FFO/Debt Ratio •Non-GAAP measure, which 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 expense, and the Pre-Determined Exclusions (as defined in this CD&A) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on the Company’s junior subordinated debentures | •Helps emphasize the importance of managing capital and operations and maintenance (O&M) spending, which directly impacts this metric •Key measure evaluated by credit rating agencies •Management of cash flows enables the Company to strengthen its balance sheet, which reduces borrowing costs and supports affordability for customers | •Target performance was set equal to the prior year results, or 14.4%, which was believed to be a reasonable stretch goal because it exceeded the projected Adjusted FFO/Debt Ratio forecast as reflected in the Company's financial plan •Minimum performance: 14.0% •Maximum performance: 14.9% |

  49. Quantitative Performance Measures

    | Entergy 2025 Proxy Statement | | 55 |

  50. Quantitative Performance Measures

    | Measure | Rationale | Goal | | Safety •Quantitative measure based 50% on the Company's SIF count as defined by the Edison Electric Institute (EEI) and 50% on the Company's TRIR, with results of both sub-metrics being equally weighted ◦SIF count is the number of Entergy employee and contractor serious injuries and fatalities over a one-year period, with employee and contractor targets and results combined to arrive at reported results and one fatality automatically setting the sub-metric to zero ◦TRIR is based on Occupational Safety and Health Administration (OSHA) reporting guidelines and measures the number of work-related injuries and illnesses per 100 full-time employees over a one-year period | •Supports our goal of maintaining a safe and incident-free workplace for all of our employees and contractors •TRIR was incorporated as a sub-metric in 2024 because: ◦It is a target that can be impacted by everyone since not all employees are exposed to high energies that lead to SIF events ◦Improvements in TRIR are associated with improvements in enterprise safety culture, which should contribute to a reduction in SIF events | SIF count •Target performance was set at a level representing top quartile performance among electric utilities for 2024, as reported by the EEI, or 5 •Minimum performance: 7 •Maximum performance: 3 •No payout if any fatalities TRIR •Target performance was set at 0.45, which represented significant improvement from 2023's result of 0.49 •Minimum performance: 0.55 •Maximum performance: 0.40 |

  51. Quantitative Performance Measures

    | 56 | | Entergy 2025 Proxy Statement |

  52. Quantitative Performance Measures

    | Measure | Rationale | Goal | | Customer NPS •Quantitative measure based on a benchmark blind survey process for residential and business customers and a custom survey for large C&I customers, with the final result determined based on a composite of relative quartile ranking for residential and business customers and a numerical score for large C&I customers, equally weighted ◦The blind survey of residential and business customers asks how likely they are to recommend Entergy, on a scale of 0 to 10 ◦The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores of 6 or less) ◦A custom survey is used to determine large C&I NPS because a satisfactory benchmark survey is not available | •Incentivizes actions that drive positive customer outcomes (as measured through customer feedback), including impacts on reliability improvements, responsiveness, price/affordability and brand/reputation •Signals overall health and loyalty of our customer relationship | Residential and Business NPS •Target performance goals were set at levels believed to represent reasonably achievable incremental progress on the path to 1st Quartile Customer NPS •Targets were based on the year-end ranking in a benchmark survey of utility net promoter scores, for which the Company ranked in the 3rd Quartile in each sub-metric for 2023 ◦Maximum performance was set at a rank equating to 2nd Quartile, and minimum performance was set at the median rank between the 2023 performance and the 2024 target performance, thereby requiring meaningful progress to achieve a minimum payout and achievement of 2nd Quartile results for the maximum payout Residential ▪Target performance: 49 ▪Minimum performance: 52 ▪Maximum performance: 47 Business ▪Target performance: 37 ▪Minimum performance: 39 ▪Maximum performance: 32 Large C&I NPS •Target performance was set at a two point improvement from the 2023 score, minimum performance was set at the 2023 score, and maximum performance was set at an improvement of four points to the 2023 score ◦Target performance: 45 ◦Minimum performance: 43 ◦Maximum performance: 47 |

  53. Quantitative Performance Measures

    | Entergy 2025 Proxy Statement | | 57 |

  54. 2024 Annual Incentive Program Target Performance Goal Considerations

    2024 Annual Incentive Program Target Performance Goal Considerations In determining the targets for 2024, the Talent and Compensation Committee reviewed anticipated drivers and risks to the Company’s expectations for ETR Adjusted EPS and Adjusted FFO/Debt Ratio for 2024 as set forth in the Company’s financial plan, as well as factors driving the strong financial performance achieved in 2023. The Talent and Compensation Committee noted that the proposed plan targets for ETR Adjusted EPS reflected year-to-year growth in the core earnings measure underlying the annual incentive program target consistent with the Company's stated objective at the beginning of the year of steady, predictable growth in ETR Adjusted EPS at a compound annual 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 the annual incentive program targets for each of the performance measures 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.

  55. 2024 Annual Incentive Program Performance Assessment

    2024 Annual Incentive Program Performance Assessment In January 2025, the Finance and Talent and Compensation Committees jointly reviewed the Company’s financial and operational results and assessed management’s performance against the performance measures and goals described above in order to determine the EAM. The following table summarizes the annual incentive program performance goals and results for 2024:

  56. 2024 Annual Incentive Program Performance Assessment

    | | Performance Goals and Results | | | | | | | Performance Measure | Weighting | Minimum | Target | Maximum | 2024 Results | Level of Achievement | | ETR Adjusted EPS ($)1 | 60% | 3.51 | 3.60 | 3.69 | 3.65 | 156% | | Adjusted FFO/Debt Ratio2 | 10% | 14.0% | 14.4% | 14.9% | 15.0% | 200% | | Safety3 | 10% | SIF: 7 TRIR: 0.55 | SIF: 5 TRIR: 0.45 | SIF: 3 TRIR: 0.40 | SIF: 18 TRIR: 0.41 | 90% | | Customer NPS4 | 10% | Residential: 52 Business: 39 Large C&I: 43 | Residential: 49 Business: 37 Large C&I: 45 | Residential: 47 Business: 32 Large C&I: 47 | Residential: 34 Business: 26 Large C&I: 49 | 200% | | DIB | 10% | Qualitative assessment | | | | 89% | | Calculated EAM5 | 100% | 25% | 100% | 200% | | 151% | | Adjusted EAM6 | | | | | | 142% |

  57. 2024 Annual Incentive Program Performance Assessment

    | 58 | | Entergy 2025 Proxy Statement |

  58. 2024 Annual Incentive Program Performance Assessment

    1The goals and results set forth in the table above for ETR Adjusted EPS are presented on Stock Split adjusted basis; the pre-Stock Split target goal approved by the Talent and Compensation Committee in January 2024 for ETR Adjusted EPS was $7.20, with pre-Stock Split minimum and maximum goals set at $7.02 and $7.38, respectively. ETR Adjusted EPS is a non-GAAP financial measure. See Appendix A for information regarding GAAP and non-GAAP financial measures. 2The Adjusted FFO/Debt Ratio, a non-GAAP 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 (including deferred fuel), the effects of securitization revenue and expense, and the Pre-Determined Exclusions (as defined in this CD&A) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on the Company’s junior subordinated debentures. The Talent and Compensation Committee decided to calculate the Adjusted FFO/Debt Ratio in a manner consistent with the rating agency treatment of such debt, as updated in early 2024, in order to ensure that management’s incentives remained aligned with the goal of optimizing the Company's capital structure while maintaining its credit rating. 3For 2024, the Safety measure calculation was based on the Company's TRIR and the Company's SIF count as defined by the EEI, with results of both sub-metrics being equally weighted. 4For 2024, the Customer NPS measure was calculated based on equally weighted categories of residential, business and large C&I Customer NPS scores. 5Reflects 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. 6As discussed below, the Talent and Compensation Committee exercised its discretion to adjust the EAM downward to 142%, equating to a level of achievement on Safety of zero, due to the Company's poor performance on serious injuries and fatalities, including four contractor fatalities during the year. In assessing the DIB measure, the committees performed a qualitative assessment of management’s performance in the areas of diversity, culture and commerce, informed by certain key performance indicators and quantitative measures, and assessed progress on DIB strategies and initiatives identified at the beginning of the performance period as important to achieving the Company’s strategic objectives. Some of the 2024 actions taken and recognitions considered as part of the assessment of performance on the DIB measure included: •Recognized within: Forbes Best Employers for Diversity List 2024, Newsweek America’s Greatest Workplaces for Diversity, USBE&IT Magazine Top Supporters of HBCU Schools; •Received: Times-Picayune Top Workplaces Award (New Orleans), Houston Chronicle Top Workplace Award (Texas), Global Energy Transition Board Hero of the Community Award (Texas); •Leadership Employee Resource Group recognized with 2024 Diversity Impact Spotlight Award; •Seventh consecutive year receiving the U.S. Department of Labor Platinum Vets Medallion Award for veteran talent pipeline development, recruitment, and retention; •Launched four new employee resource groups, which are open to all employees–ASPIRE (Black), VIDA (Hispanic), SHINE (Asian), and ABLE (Differently abled)–to further promote workplace inclusion; •Sustained the Company's overall inclusion score of 78 (2nd Quartile) in the annual Inclusive Climate Survey; and •Continued movement on workforce development programs to help promote a diverse pipeline. In assessing 2024 performance, the Finance and Talent and Compensation Committees reviewed management’s performance under each of the performance measures referenced above in relation to the targets set at the beginning of the year, including primary drivers explaining how the results achieved compared to the targets set for each measure. The foregoing performance resulted in a calculated EAM of 151%. However, the Talent and Compensation Committee exercised its discretion to reduce the EAM to 142%, due to the Company’s poor performance on serious injuries and fatalities, including four contractor fatalities during the year. This adjustment equated to resetting the level of achievement for the Safety metric to zero. The

  59. 2024 Annual Incentive Program Performance Assessment

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  60. 2024 Annual Incentive Program Performance Assessment

    Talent and Compensation Committee concluded that despite the Company’s improved TRIR performance, such an adjustment was warranted by its SIF count performance at a level well below the minimum level of performance. 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. To determine the 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 2024, 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 112% to 146% of target.

  61. 2024 Annual Incentive Program Performance Assessment

    | NEO | Year-End Base Salary | Target as Percentage of Year-End Base Salary | 2024 Target Award | Payout as Percentage of Target | 2024 Annual Incentive Award | | Andrew S. Marsh | $1,250,000 | 130% | $1,625,000 | 142% | $2,307,500 | | Kimberly A. Fontan | $706,250 | 85% | $600,313 | 146% | $876,457 | | Marcus V. Brown | $791,754 | 80% | $633,403 | 146% | $924,768 | | Kimberly Cook-Nelson | $660,000 | 75% | $495,000 | 140% | $693,000 | | Peter S. Norgeot, Jr. | $669,760 | 75% | $502,320 | 112% | $562,598 | | Roderick K. West | $835,753 | 80% | $668,602 | 146% | $976,160 |

  62. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 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 internal equity and individual performance, including 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.

  63. 2024 Long-Term Incentive Compensation Mix

    2024 Long-Term Incentive Compensation Mix In January 2024, the Talent and Compensation Committee approved the 2024 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.

  64. 2024 Long-Term Incentive Compensation Mix

    | 60 | | Entergy 2025 Proxy Statement |

  65. 2024 Long-Term Incentive Compensation Mix

    | NEO | Long-Term Incentive Grant Date Value1 (as of January 25, 2024) | 2024–2026 Target PUP Performance Units | Stock Options | Shares of Restricted Stock | | Andrew S. Marsh | $7,190,823 | 71,502 | 159,218 | 28,982 | | Kimberly A. Fontan | $1,861,138 | 18,506 | 41,206 | 7,502 | | Marcus V. Brown | $1,493,209 | 14,848 | 33,062 | 6,018 | | Kimberly Cook-Nelson | $1,374,980 | 13,672 | 30,444 | 5,542 | | Peter S. Norgeot, Jr. | $1,529,283 | 15,206 | 33,862 | 6,164 | | Roderick K. West2 | $1,603,709 | 15,946 | 35,510 | 6,464 |

  66. 2024 Long-Term Incentive Compensation Mix

    1 Due to fluctuations in stock price, grant date value may differ from the value on the date the long-term incentive award target dollar values are established for each NEO. 2 The shares of restricted stock noted in the table above for Mr. West were forfeited upon his retirement from the Company on January 31, 2025. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and will expire five years after his retirement date. With respect to the target PUP performance units noted in the table above, Mr. West will be eligible for a pro-rated award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from Entergy. All the performance units, shares of restricted stock and stock options granted to our NEOs in 2024 were granted pursuant to the 2019 Omnibus Incentive Plan (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, for the acceleration of these awards upon a change in control.

  67. Performance Units

    Performance Units Our executive officers are issued performance unit awards under the 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 goals, the achievement of which determines the number of performance units that may be earned by each participant.

  68. 2024–2026 PUP Performance Measures and Goals

    2024–2026 PUP Performance Measures and Goals For the 2024–2026 PUP, the Talent and Compensation Committee replaced the Adjusted FFO/Debt Ratio measure used in the PUP for the 2021–2023, 2022–2024 and 2023–2025 performance periods with an Environmental Stewardship measure (weighted 20%) to better align with the Company's multi-year approach to decarbonization and also based on shareholder feedback to incorporate an environmental performance measure into the PUP. The Talent and Compensation Committee continued to use Relative TSR in the 2024–2026 PUP, which retained its weighting of 80%. Relative TSR: The Talent and Compensation Committee chose Relative TSR as a PUP 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 goals are determined by reference to the ranking of Entergy’s TSR in relation to the TSR of the companies in the Philadelphia Utility Index.

  69. 2024–2026 PUP Performance Measures and Goals

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  70. 2024–2026 PUP Performance Measures and Goals

    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. Environmental Stewardship: The Environmental Stewardship measure consists of two components designed to capture the key dimensions of Entergy's response to climate change: •A Climate Resilience component, sub-weighted at 60%, which is focused on reduction in storm restoration costs attributable to completed infrastructure improvement investments. •A Carbon-Free Generation component, sub-weighted at 40%, which is focused on generation of electricity from carbon emission-free sources as compared to the Company's projection for the 2024–2026 performance period. A Carbon Capture Modifier applies to the Carbon-Free Generation component in the range of -9% to +9% based on the Talent and Compensation Committee's assessment of achievement (or lack of achievement) of specific CCS objectives. The Environmental Stewardship measure was incorporated as a performance measure in the 2024–2026 PUP because: •It measures progress towards quantitative goals that align with desired customer and owner outcomes for clean energy, reliable operation and reduced storm restoration costs. •It aligns with interests of regulators to see positive outcomes from capital investments in managing both transition and physical risk. In January 2024, the Talent and Compensation Committee established the following goals for the 2024–2026 PUP performance measures:

  71. 2024–2026 PUP Performance Measures and Goals

    | Performance Measures1 | Weighting | Goals2 | | Relative TSR | 80% | Minimum (25%) – Bottom of 3rd Quartile Target (100%) – Median Percentile Maximum (200%) – 1st Quartile | | Environmental Stewardship | 20% | Climate Resilience (60%)3 2024: Minimum – 0%; Target – 2%; Maximum – 7% 2025: Minimum – 2%; Target – 3%; Maximum – 8% 2026: Minimum – 4%; Target – 9%; Maximum – 14% Carbon-Free Generation (40%)4 Minimum – 128,320 TWh Target – 133,900 TWh Maximum – 139,479 TWh |

  72. 2024–2026 PUP Performance Measures and Goals

    1Payouts for performance between achievement levels are calculated using straight-line interpolation, with no payouts for performance below the minimum achievement level with respect to the applicable performance measure, and payouts capped at the maximum achievement level with respect to the applicable performance measure. 2There is no payout if the Relative TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and if both Climate Resilience and Carbon-Free Generation are below the minimum achievement levels. 3The achievement levels established for the Climate Resilience sub-metric are based on annual restoration cost reduction impacts of projects scheduled to be completed with funding under the financial plan based on a model approved by the Talent and Compensation Committee in January 2024. 4The goals for the Carbon-Free Generation sub-metric are based on cumulative TWhs generated over the three year period. The result of the Carbon-Free Generation sub-metric is subject to a carbon capture modifier in the range of -9% to +9% of the Carbon-Free Generation component based on the Talent and Compensation Committee's assessment of progress toward specific CCS objectives.

  73. 2024–2026 PUP Performance Measures and Goals

    | 62 | | Entergy 2025 Proxy Statement |

  74. 2022–2024 PUP Performance Measures, Goals and Payouts

    2022–2024 PUP Performance Measures, Goals and Payouts In December 2021, the Talent and Compensation Committee chose Relative TSR and Adjusted FFO/Debt Ratio as the performance measures for the 2022–2024 PUP, with Relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. In January 2022, the Talent and Compensation Committee established the following minimum, target and maximum performance goals for the 2022–2024 PUP performance measures:

  75. 2022–2024 PUP Performance Measures, Goals and Payouts

    | Performance Measures1 | Weighting | Goals2 | | Relative TSR | 80% | Minimum (25%) – Bottom of 3rd Quartile Target (100%) – Median Maximum (200%) – 1st Quartile | | Adjusted FFO/Debt Ratio 3 | 20% | Minimum (25%) – 14.0% Target (100%) – 15.0% Maximum (200%) – 16.5% |

  76. 2022–2024 PUP Performance Measures, Goals and Payouts

    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 at 200% for performance at or above the maximum achievement level. 2There is no payout if the Relative 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 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, excluding deferred fuel and the effects of securitization revenue and expense, and the Pre-Determined Exclusions (as defined in this CD&A ) to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on the Company’s junior subordinated debentures. The Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year, which, for the 2022–2024 performance period, was 15.0%. The annual results are then averaged to determine the Adjusted FFO/Debt Ratio overall result, which is then further adjusted by ±10 basis points for a favorable or unfavorable change in the Company's corporate credit outlook and ± 20 basis points for an upgrade or downgrade in the corporate credit rating for the Company, with a maximum adjustment of ±20 basis points.The Talent and Compensation Committee decided to calculate the Adjusted FFO/Debt Ratio in a manner consistent with the rating agency treatment of such debt, as updated in early 2024, in order to ensure that management’s incentives remained aligned with the goal of optimizing the Company's capital structure while maintaining its credit rating. In January 2025, the Talent and Compensation Committee reviewed the Company’s Relative TSR and Adjusted FFO/Debt Ratio for the 2022–2024 PUP in order to determine the vesting level of the 2022–2024 PUP. 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 (in addition to Entergy):

  77. 2022–2024 PUP Performance Measures, Goals and Payouts

    | 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. | Public Service Enterprise Group Inc. | | Dominion Energy, Inc. | Southern Company | | DTE Energy Company | WEC Energy Group, Inc. | | Duke Energy Corporation | Xcel Energy, Inc. | | Edison International | |

  78. 2022–2024 PUP Performance Measures, Goals and Payouts

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  79. 2022–2024 PUP Performance Measures, Goals and Payouts

    As recommended by the Finance Committee, the Talent and Compensation Committee concluded that the Company’s Relative TSR for the 2022–2024 PUP was in the 1st Quartile, resulting in an achievement level of 200% of target, and that the Adjusted FFO/Debt Ratio was 13.8% for 2022, 17.2% for 2023 and 15.6% for 2024, plus an upward adjustment of 10% due to the Company's improved credit outlook in 2024, resulting in an achievement level of 124% of target. These results yielded an overall payout of 185% of target for the NEOs.

  80. 2022–2024 PUP Performance Measures, Goals and Payouts

    | NEO | 2022–2024 Target Performance Units | Number of Shares Issued1 | Value of Shares Actually Issued2 | Grant Date Fair Value3 | | Andrew S. Marsh4 | 46,236 | 91,954 | $7,539,308 | $3,077,237 | | Kimberly A. Fontan4 | 10,604 | 21,063 | $1,726,955 | $705,749 | | Marcus V. Brown | 12,954 | 26,041 | $2,135,102 | $862,153 | | Kimberly Cook-Nelson4 | 6,980 | 13,963 | $1,144,826 | $464,554 | | Peter S. Norgeot, Jr.4 | 12,186 | 24,319 | $1,993,915 | $811,039 | | Roderick K. West | 19,050 | 38,296 | $3,139,889 | $1,267,873 |

  81. 2022–2024 PUP Performance Measures, Goals and Payouts

    1Includes accrued dividend equivalents. 2Value determined based on the closing price of our common stock on January 17, 2025 ($81.99), the date the Talent and Compensation Committee certified the 2022–2024 PUP results. 3Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules. 4Messrs. Marsh and Norgeot and Mses. Cook-Nelson and Fontan each experienced a change in officer status in 2022, and accordingly, their target award opportunity was increased for all open PUP performance periods, including for the 2022–2024 PUP. Additionally, their promotions resulted in certain prorations with respect to the calculation of the dividend equivalents.

  82. 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 compensation 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 awards 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 nor does it time the disclosure of material nonpublic information to affect the value of executive compensation. The exercise price for each option granted in January 2024 was $49.54 ($99.08 pre-Stock Split), which was based on 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 the same vesting conditions as the underlying shares of restricted stock.

  83. Stock Options and Restricted Stock

    | 64 | | Entergy 2025 Proxy Statement |

  84. 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.”

  85. Severance and Retention Arrangements

    | 66 | | Entergy 2025 Proxy Statement |

  86. Recoupment of Compensation (Clawback Provisions)

    Recoupment of Compensation (Clawback Provisions) On October 27, 2023, the Board adopted an amended and restated policy regarding the recoupment of certain compensation (Clawback Policy), with an effective date of October 2, 2023. Any incentive compensation award granted or paid on or after this effective date is subject to the terms of the Clawback Policy, while awards granted or paid prior to the effective date of the Clawback Policy are subject to the Entergy Corporation Policy Regarding Recoupment of Certain Compensation in effect prior to its amendment and restatement. Under our Clawback Policy, which goes beyond the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act), the Company will seek reimbursement of certain compensation from current or former executive officers subject to Section 16 of the Exchange Act (Section 16), including all of the NEOs, where: •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 CEO 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 Clawback 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 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 policy.

  87. 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

  88. Compensation Consultant Independence

    | 68 | | Entergy 2025 Proxy Statement |

  89. Compensation Consultant Independence

    independently advising the Talent and Compensation Committee. When assessing the independence of its current compensation consultant, Pay Governance, in 2024, 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. 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 2024, 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.

  90. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of the NEOs for the fiscal year ended December 31, 2024, and, to the extent required by SEC disclosure rules, 2023 and 2022.

  91. 2024 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 CEO | 2024 | $1,209,615 | $5,709,300 | $1,481,523 | $2,307,500 | $2,043,600 | $94,837 | $12,846,375 | $10,802,775 | | | 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 | $0 | $106,560 | $6,861,760 | $6,861,760 | | Kimberly A. Fontan Executive Vice President and Chief Financial Officer | 2024 | $684,375 | $1,477,716 | $383,422 | $876,457 | $433,100 | $34,937 | $3,890,007 | $3,456,907 | | | 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 | $0 | $29,720 | $1,929,029 | $1,929,029 | | Marcus V. Brown Executive Vice President and General Counsel | 2024 | $783,555 | $1,185,567 | $307,642 | $924,768 | $455,800 | $67,092 | $3,724,424 | $3,268,624 | | | 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 | | Kimberly Cook-Nelson Executive Vice President, Nuclear Operations and Chief Nuclear Officer | 2024 | $643,846 | $1,091,699 | $283,281 | $693,000 | $357,400 | $40,514 | $3,109,740 | $2,752,340 | | Peter S. Norgeot, Jr. Executive Vice President and Chief Operating Officer | 2024 | $650,440 | $1,214,197 | $315,086 | $562,598 | $127,900 | $52,852 | $2,923,073 | $2,795,173 | | | 2023 | $591,808 | $1,210,867 | $286,439 | $618,930 | $117,600 | $222,462 | $3,048,106 | $2,930,506 | | Roderick K. West Former Group President, Utility Operations | 2024 | $828,144 | $1,273,288 | $330,421 | $976,160 | $212,500 | $119,140 | $3,739,653 | $3,527,153 | | | 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 | $0 | $101,107 | $5,732,721 | $5,732,721 |

  92. 2024 Summary Compensation Table

    1No compensation information is provided for Ms. Cook-Nelson for 2022 and 2023, as she was not included as a NEO in our proxy statement for our annual meeting of shareholders in 2023 and 2024. No compensation information is provided for Mr. Norgeot for 2022, as he was not included as a NEO in our proxy statement for our annual meeting of shareholders in 2023. 2The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2024 changes in base salaries noted in the CD&A were effective in April 2024. 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

  93. 2024 Summary Compensation Table

    | 70 | | Entergy 2025 Proxy Statement |

  94. 2024 Summary Compensation Table

    (within the 2022–2024 PUP and 2023–2025 PUP) and the Environmental Stewardship measure (used within the 2024–2026 PUP) 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. The maximum value of shares that would be received if the highest achievement level is attained with respect to both the Relative TSR and Environmental Stewardship measures for performance units granted in 2024 are as follows: Mr. Marsh, $7,084,418; Ms. Fontan, $1,833,574; Mr. Brown, $1,471,140; Ms. Cook-Nelson, $1,354,622; Mr. Norgeot, $1,506,610; and Mr. West, $1,579,930. 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, 2024. 5The amounts in column (g) represent annual incentive award cash payments made pursuant to the 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 and includes any amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. See the 2024 Pension Benefits Table of this Proxy Statement. 7The amounts set forth in column (i) for 2024 include (a) matching contributions by the Company under the Savings Plan to each of the NEOs; (b) dividends and dividend equivalents paid on restricted stock and performance units when vested; (c) life insurance premiums; and (d) perquisites and other compensation as described below. The amounts are listed in the following table:

  95. 2024 Summary Compensation Table

    | | Andrew S. Marsh | Kimberly A. Fontan | Marcus V. Brown | Kimberly Cook-Nelson | Peter S. Norgeot, Jr. | Roderick K. West | | Company Matching Contribution – Savings Plan | $14,490 | $14,490 | $14,490 | $14,490 | $20,700 | $14,490 | | Dividends and Dividend Equivalents Paid on Vested Restricted Stock and PUP Awards | $69,947 | $13,971 | $37,692 | $11,455 | $23,492 | $47,974 | | Life Insurance Premiums | $5,372 | $1,757 | $11,484 | $4,002 | $7,482 | $7,038 | | Perquisites and Other Compensation | $5,028 | $4,719 | $3,426 | $10,567 | $1,178 | $49,638 | | Total | $94,837 | $34,937 | $67,092 | $40,514 | $52,852 | $119,140 |

  96. 2024 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.

  97. 2024 Summary Compensation Table

    | Entergy 2025 Proxy Statement | | 71 |

  98. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes award grants during 2024 to the NEOs. All share and per share information in this table has been adjusted to reflect the Stock Split.

  99. 2024 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) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Andrew S. Marsh | 1/25/24 | $— | $1,625,000 | $3,250,000 | | | | | | | | | | 1/25/24 | | | | 17,876 | 71,502 | 143,004 | | | | $4,273,532 | | | 1/25/24 | | | | | | | 28,982 | | | $1,435,768 | | | 1/25/24 | | | | | | | | 159,218 | $49.54 | $1,481,523 | | Kimberly A. Fontan | 1/25/24 | $— | $600,313 | $1,200,625 | | | | | | | | | | 1/25/24 | | | | 4,627 | 18,506 | 37,012 | | | | $1,106,067 | | | 1/25/24 | | | | | | | 7,502 | | | $371,649 | | | 1/25/24 | | | | | | | | 41,206 | $49.54 | $383,422 | | Marcus V. Brown | 1/25/24 | $— | $633,403 | $1,266,806 | | | | | | | | | | 1/25/24 | | | | 3,712 | 14,848 | 29,696 | | | | $887,435 | | | 1/25/24 | | | | | | | 6,018 | | | $298,132 | | | 1/25/24 | | | | | | | | 33,062 | $49.54 | $307,642 | | Kimberly Cook-Nelson | 1/25/24 | $— | $495,000 | $990,000 | | | | | | | | | | 1/25/24 | | | | 3,418 | 13,672 | 27,344 | | | | $817,148 | | | 1/25/24 | | | | | | | 5,542 | | | $274,551 | | | 1/25/24 | | | | | | | | 30,444 | $49.54 | $283,281 | | Peter S. Norgeot, Jr. | 1/25/24 | $— | $502,320 | $1,004,640 | | | | | | | | | | 1/25/24 | | | | 3,802 | 15,206 | 30,412 | | | | $908,832 | | | 1/25/24 | | | | | | | 6,164 | | | $305,365 | | | 1/25/24 | | | | | | | | 33,862 | $49.54 | $315,086 | | Roderick K. West6 | 1/25/24 | $— | $668,602 | $1,337,205 | | | | | | | | | | 1/25/24 | | | | 3,987 | 15,946 | 31,892 | | | | $953,061 | | | 1/25/24 | | | | | | | 6,464 | | | $320,227 | | | 1/25/24 | | | | | | | | 35,510 | $49.54 | $330,421 |

  100. 2024 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 2024 Summary Compensation Table. 2The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the 2024–2026 PUP. Performance units granted under the 2024–2026 PUP pursuant to the 2019 OIP will vest on December 31, 2026 based on two performance measures—Relative TSR, weighted 80%, and Environmental Stewardship, weighted 20%, as described under “What We Pay and Why – Long-Term Incentive Compensation – 2024 Long-Term Incentive Compensation Mix – Performance Units” in the CD&A. 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 2024–2026 PUP (December 31, 2026). Accrued dividends on the shares earned will also be paid in Company common 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, second and 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, second and 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 2024 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

  101. 2024 Grants of Plan-Based Awards

    | Entergy 2025 Proxy Statement | | 73 |

  102. 2024 Grants of Plan-Based Awards

    6The shares of restricted stock noted in the table above for Mr. West were forfeited upon his retirement from the Company on January 31, 2025. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and expire five years from his retirement date. Mr. West will be eligible for a pro-rated PUP award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from the Company.

  103. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table summarizes each NEO's outstanding unexercised options, outstanding restricted stock that has not vested, and other equity incentive plan awards outstanding as of December 31, 2024. All share and per share information in this table has been adjusted to reflect the Stock Split.

  104. 2024 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 | — | 159,218 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | 40,542 | 81,088 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | 33,972 | 16,988 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | 58,392 | — | | | $47.94 | 1/28/2031 | | | | | | | | | 72,158 | — | | | $65.86 | 1/30/2030 | | | | | | | | | 90,364 | — | | | $44.60 | 1/31/2029 | | | | | | | | | 98,000 | — | | | $39.04 | 1/25/2028 | | | | | | | | | 88,000 | — | | | $35.27 | 1/26/2027 | | | | | | | | | | | | | | | | | | 143,004 | 4 | $10,842,563 | | | | | | | | | | | | 123,580 | 5 | $9,369,836 | | | | | | | | | 30,112 | 6 | $2,283,092 | | | | | | | | | | | | 16,810 | 7 | $1,274,534 | | | | | | | | | | | | 2,924 | 8 | $221,698 | | | | | Kimberly A. Fontan | — | 41,206 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | 9,154 | 18,312 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | 6,606 | 3,304 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | 10,890 | — | | | $47.94 | 1/28/2031 | | | | | | | | | 12,800 | — | | | $65.86 | 1/30/2030 | | | | | | | | | 12,000 | — | | | $44.60 | 1/31/2029 | | | | | | | | | 5,000 | — | | | $39.04 | 1/25/2028 | | | | | | | | | | | | | | | | | | 37,012 | 4 | $2,806,250 | | | | | | | | | | | | 27,908 | 5 | $2,115,985 | | | | | | | | | 7,794 | 6 | $590,941 | | | | | | | | | | | | 3,796 | 7 | $287,813 | | | | | | | | | | | | 569 | 8 | $43,142 | | | |

  105. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 74 | | Entergy 2025 Proxy Statement |

  106. 2024 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 ($) | | Marcus V. Brown | — | 33,062 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | 9,638 | 19,280 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | 22,428 | 11,216 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | 14,604 | — | | | $47.94 | 1/28/2031 | | | | | | | | | 57,148 | — | | | $65.86 | 1/30/2030 | | | | | | | | | | | | | | | | | | 29,696 | 4 | $2,251,551 | | | | | | | | | | | | 29,380 | 5 | $2,227,592 | | | | | | | | | 6,252 | 6 | $474,027 | | | | | | | | | | | | 3,998 | 7 | $303,128 | | | | | | | | | | | | 1,930 | 8 | $146,333 | | | | | Kimberly Cook-Nelson | — | 30,444 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | — | 13,080 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | — | 4,472 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | | | | | | | | | | 27,344 | 4 | $2,073,222 | | | | | | | | | | | | 19,932 | 5 | $1,511,244 | | | | | | | | | 5,758 | 6 | $436,572 | | | | | | | | | | | | 2,713 | 7 | $205,700 | | | | | | | | | | | | 769 | 8 | $58,306 | | | | | | | | | | | | 18,640 | 9 | $1,413,285 | | | | | Peter S. Norgeot, Jr. | — | 33,862 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | 9,514 | 19,030 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | 12,890 | 6,446 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | 7,924 | — | | | $47.94 | 1/28/2031 | | | | | | | | | 25,172 | — | | | $65.86 | 1/30/2030 | | | | | | | | | | | | | | | | | | 30,412 | 4 | $2,305,838 | | | | | | | | | | | | 29,004 | 5 | $2,199,083 | | | | | | | | | 6,404 | 6 | $485,551 | | | | | | | | | | | | 3,946 | 7 | $299,186 | | | | | | | | | | | | 1,109 | 8 | $84,084 | | | | | Roderick K. West11 | — | 35,510 | 1 | | $49.54 | 1/25/2034 | | | | | | | | | 12,156 | 24,314 | 2 | | $54.24 | 1/26/2033 | | | | | | | | | 32,986 | 16,494 | 3 | | $54.80 | 1/27/2032 | | | | | | | | | 53,504 | — | | | $47.94 | 1/28/2031 | | | | | | | | | 63,410 | — | | | $65.86 | 1/30/2030 | | | | | | | | | 51,128 | — | | | $44.60 | 1/31/2029 | | | | | | | | | 28,334 | — | | | $39.04 | 1/25/2028 | | | | | | | | | | | | | | | | | | 31,892 | 4 | $2,418,051 | | | | | | | | | | | | 37,056 | 5 | $2,809,586 | | | | | | | | | 6,716 | 6 | $509,207 | | | | | | | | | | | | 5,040 | 7 | $382,133 | | | | | | | | | | | | 2,839 | 8 | $215,253 | | | | | | | | | | | | 24,016 | 10 | $1,820,893 | | | |

  107. 2024 Outstanding Equity Awards at Fiscal Year-End

    1Consists of options granted under the 2019 OIP; 1/3 of the options vested on January 25, 2025 and one-half of the remaining options will vest on each of January 25, 2026 and January 25, 2027.

  108. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Entergy 2025 Proxy Statement | | 75 |

  109. 2024 Outstanding Equity Awards at Fiscal Year-End

    2Consists of options granted under the 2019 OIP; 1/2 of the options vested on January 26, 2025 and the remaining options will vest on January 26, 2026. 3Consists of options granted under the 2019 OIP that vested on January 27, 2025. 4Consists of 2024–2026 PUP performance units granted pursuant to the 2019 OIP that will vest on December 31, 2026 based on two performance measures—Relative TSR, weighted 80% and Environmental Stewardship, weighted 20%, as described under “What We Pay and Why – Long-Term Incentive Compensation – 2024 Long-Term Incentive Compensation Mix – Performance Units” in the CD&A. 5Consists of 2023–2025 PUP performance units granted pursuant to the 2019 OIP that will vest on December 31, 2025 based on two performance measures—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 25, 2025 and one-half of the remaining shares will vest on each of January 25, 2026, and January 25, 2027. 7Consists of shares of restricted stock granted under the 2019 OIP; 1/2 of the shares of restricted stock vested on January 26, 2025 and the remaining shares of restricted stock will vest on January 26, 2026. 8Consists of shares of restricted stock granted under the 2019 OIP that vested on January 27, 2025. 9Consists of restricted stock units granted under the 2019 OIP which will vest in two installments of forty-percent of the units and sixty-percent of the units on February 1, 2027 and August 1, 2029, respectively. 10Consists of restricted stock units granted under the 2019 OIP, which were scheduled to vest in two equal annual installments on each of June 1, 2025 and June 1, 2026, but which were forfeited upon Mr. West's retirement from the Company on January 31, 2025. 11All shares of restricted stock reported for Mr. West in the table above which were unvested at the time of his retirement from the Company on January 31, 2025 were forfeited. The stock options noted in the table above for Mr. West will continue to vest following his retirement, in accordance with the original vesting schedule and expire five years after his retirement date. With respect to the PUP performance units noted in the table above, Mr. West will be eligible for a pro-rated award based on actual performance and full months of service during the performance period. See "Potential Payments Upon Termination or Change in Control" for additional information on the treatment of Mr. West's outstanding equity awards in connection with his retirement from the Company.

  110. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information concerning each exercise of stock options and each vesting of stock during 2024 for the NEOs. All share and per share information in this table has been adjusted to reflect the Stock Split.

  111. 2024 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 | 138,000 | $3,243,158 | 105,900 | $8,231,875 | | Kimberly A. Fontan | — | $— | 24,003 | $1,873,014 | | Marcus V. Brown | — | $— | 60,535 | $3,964,799 | | Kimberly Cook-Nelson | 51,114 | $1,111,610 | 16,362 | $1,264,000 | | Peter S. Norgeot, Jr. | 68,990 | $1,207,091 | 28,520 | $2,202,601 | | Roderick K. West | — | $— | 58,248 | $4,183,770 |

  112. 2024 Option Exercises and Stock Vested

    1Represents the value of performance units which vested under the 2022–2024 PUP (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 and if applicable, restricted stock units in 2024.

  113. 2024 Option Exercises and Stock Vested

    | 76 | | Entergy 2025 Proxy Statement |

  114. 2024 Pension Benefits

    2024 Pension Benefits The following table shows the present value as of December 31, 2024 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, 2024. 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, 2024, with the exception of Mr. Brown as discussed in the footnotes accompanying the table. Additional information regarding these retirement plans follows this table.

  115. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During 2024 | | Andrew S. Marsh | System Executive Retirement Plan | 26.37 | $8,236,900 | $— | | | Entergy Retirement Plan | 26.37 | $748,200 | $— | | Kimberly A. Fontan | Pension Equalization Plan | 28.56 | $1,468,200 | $— | | | Entergy Retirement Plan | 28.56 | $793,300 | $— | | Marcus V. Brown1,2 | System Executive Retirement Plan | 29.74 | $10,484,000 | $— | | | Entergy Retirement Plan | 29.74 | $1,446,000 | $— | | Kimberly Cook-Nelson | Pension Equalization Plan | 28.35 | $1,372,700 | $— | | | Entergy Retirement Plan | 28.35 | $831,400 | $— | | Peter S. Norgeot, Jr. | Cash Balance Equalization Plan | 10.37 | $368,500 | $— | | | Cash Balance Plan | 10.37 | $219,200 | $— | | Roderick K. West1 | System Executive Retirement Plan | 25.75 | $5,991,600 | $— | | | Entergy Retirement Plan | 25.75 | $871,200 | $— |

  116. 2024 Pension Benefits

    1As of December 31, 2024, Messrs. Brown and West were eligible for early retirement under the Entergy Retirement Plan. 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 SERP or 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 2024 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.

  117. 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:

  118. Qualified Retirement Benefits

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  119. Qualified Retirement Benefits

    | | Entergy Retirement Plan | Cash Balance Plan | | Eligible NEOs | • Andrew S. Marsh • Marcus V. Brown •Kimberly Cook-Nelson • 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 1, 2021 | | Vesting | A participant becomes vested in the Entergy Retirement Plan upon attainment of at least 5 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | A participant becomes vested in the Cash Balance Plan upon attainment of at least 3 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company. | | Form of Payment Upon Retirement | Benefits are payable as an annuity or single lump sum distribution. | Benefits are payable as an annuity or single lump sum distribution. | | Retirement Benefit Formula | Benefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40). Earnings for the purpose of calculating FAME generally includes the employee’s base salary and eligible annual incentive awards, subject to limitations imposed by the Internal Revenue Code of 1986, as amended (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%. |

  120. Qualified Retirement Benefits

    | 78 | | Entergy 2025 Proxy Statement |

  121. Qualified Retirement Benefits

    | | Entergy Retirement Plan | Cash Balance Plan | | 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. | | 1 As of December 31, 2024, Messrs.Brown and West were eligible for early retirement under the Entergy Retirement Plan. | | |

  122. 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 PEP, the CBEP and the SERP. 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 PEP and the SERP 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.

  123. Non-qualified Retirement Benefits

    | | Pension Equalization Plan | System Executive Retirement Plan | Cash Balance Equalization Plan | | Eligible NEOs | • Andrew S. Marsh • Marcus V. Brown •Kimberly Cook-Nelson • 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. |

  124. Non-qualified Retirement Benefits

    | Entergy 2025 Proxy Statement | | 79 |

  125. Non-qualified Retirement Benefits

    | | Pension Equalization Plan | System Executive Retirement Plan | Cash Balance Equalization Plan | | 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 the 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 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. | | 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. |

  126. Non-qualified Retirement Benefits

    1The SERP was closed to new executive officers effective July 1, 2014. Effective July 1, 2014, no new grants of supplemental service may be provided to participants in the PEP. Participants in the Cash Balance Plan are not eligible to participate in the SERP or the PEP and instead may be eligible to participate in the CBEP. 2Benefits accrued under the 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.

  127. Non-qualified Retirement Benefits

    | 80 | | Entergy 2025 Proxy Statement |

  128. 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 or her employment terminates under specified conditions, including following a change in control of the Company.

  129. 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 | $— | $— | $— | $— | $— | $— | $8,250,000 | | Performance Units3 | $— | $— | $— | $— | $4,930,423 | $4,930,423 | $4,930,423 | | Stock Options | $— | $— | $— | $— | $6,291,216 | $6,291,216 | $6,291,216 | | Restricted Stock | $— | $— | $— | $— | $3,779,466 | $3,779,466 | $3,779,466 | | Welfare Benefits6 | $— | $— | $— | $— | $— | $— | $32,661 | | Kimberly A. Fontan1 | | | | | | | | | Severance Payment | $— | $— | $— | $— | $— | $— | $3,707,813 | | Performance Units3 | $— | $— | $— | $— | $1,173,087 | $1,173,087 | $1,173,087 | | Stock Options | $— | $— | $— | $— | $1,547,517 | $1,547,517 | $1,547,517 | | Restricted Stock | $— | $— | $— | $— | $922,011 | $922,011 | $922,011 | | Welfare Benefits6 | $— | $— | $— | $— | $— | $— | $32,661 | | Marcus V. Brown2 | | | | | | | | | Severance Payment | $— | $— | $— | $— | $— | $— | $4,275,471 | | Performance Units3 | $— | $— | $— | $1,117,890 | $1,117,890 | $1,117,890 | $1,117,890 | | Stock Options4 | $— | $— | $— | $— | $1,520,691 | $1,520,691 | $1,520,691 | | Restricted Stock | $— | $— | $— | $— | $923,622 | $923,622 | $923,622 | | Welfare Benefits5 | $— | $— | $— | $— | $— | $— | $— | | Kimberly Cook-Nelson1 | | | | | | | | | Severance Payment | $— | $— | $— | $— | $— | $— | $3,465,000 | | Performance Units3 | $— | $— | $— | $— | $849,336 | $849,336 | $849,336 | | Stock Options | $— | $— | $— | $— | $1,176,335 | $1,176,335 | $1,176,335 | | Restricted Stock | $— | $— | $— | $— | $700,661 | $700,661 | $700,661 | | Welfare Benefits6 | $— | $— | $— | $— | $— | $— | $32,661 | | Unvested Restricted Stock Units7 | $— | $— | $— | $— | $— | $— | $1,413,285 | | Peter S. Norgeot, Jr.2 | | | | | | | | | Severance Payment | $— | $— | $— | $— | $— | $— | $3,516,240 | | Performance Units3 | $— | $— | $— | $1,117,360 | $1,117,360 | $1,117,360 | $1,117,360 | | Stock Options4 | $— | $— | $— | $— | $1,436,055 | $1,436,055 | $1,436,055 | | Restricted Stock | $— | $— | $— | $— | $868,907 | $868,907 | $868,907 | | Welfare Benefits6 | $— | $— | $— | $— | $— | $— | $24,354 | | Roderick K. West2 | | | | | | | | | Severance Payment | $— | $— | $— | $— | $— | $— | $4,513,068 | | Performance Units3 | $— | $— | $— | $1,339,588 | $1,339,588 | $1,339,588 | $1,339,588 | | Stock Options4 | $— | $— | $— | $— | $1,804,603 | $1,804,603 | $1,804,603 | | Restricted Stock | $— | $— | $— | $— | $1,106,680 | $1,106,680 | $1,106,680 | | Welfare Benefits5 | $— | $— | $— | $— | $— | $— | $— | | Unvested Restricted Stock Units8 | $— | $— | $— | $— | $— | $— | $1,820,893 |

  130. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank 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 CEO.

  131. 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.

  132. Pay Versus Performance (PVP) Table

    Pay Versus Performance (PVP) Table

  133. 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 Adjusted EPS10 | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | N/A | $12,846,375 | N/A | $26,779,424 | $3,477,379 | $7,132,792 | $153.26 | $134.24 | $1,055,590 | $3.65 | | 2023 | N/A | $10,373,208 | N/A | $7,048,261 | $3,509,009 | $2,103,157 | $98.28 | $111.05 | $2,356,536 | $3.39 | | 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 | $3.21 | | 2021 | $17,045,744 | N/A | $26,597,239 | N/A | $4,221,128 | $5,009,362 | $101.07 | $121.46 | $1,118,492 | $3.01 | | 2020 | $16,198,597 | N/A | $10,573,045 | N/A | $5,115,873 | $2,828,875 | $86.29 | $102.72 | $1,388,334 | $2.83 |

  134. 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 Leo P. Denault. Mr. Denault served as our principal executive officer (PEO) for the entirety of 2020 and 2021 and during 2022 until his retirement as our CEO on November 1, 2022. 2The amount reported in this second column (b) for 2022, 2023 and 2024 are the same amounts reported in column (j) of the 2024 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 CAP to Mr. Denault, as calculated in accordance with SEC disclosure rules, for each of the prior five completed fiscal years. CAP does not mean that Mr. Denault was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the first column (b), adjusted by certain changes in equity award and pension plan values, as follows:

  135. Pay Versus Performance (PVP) Table

    | Adjustments to Determine CAP for Mr. Denault | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | N/A | 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 | N/A | $— | ($4,178,300) | ($4,416,700) | | Increase for “Service Cost” for Pension Plans | N/A | N/A | $38,700 | $13,600 | $16,500 | | Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification) | N/A | 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 | 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 | 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 | N/A | $1,965,462 | $696,285 | ($7,838,641) |

  136. Pay Versus Performance (PVP) Table

    | 88 | | Entergy 2025 Proxy Statement |

  137. Pay Versus Performance (PVP) Table

    | Adjustments to Determine CAP for Mr. Denault | 2024 | 2023 | 2022 | 2021 | 2020 | | Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | N/A | 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 | 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 | N/A | — | — | — | | Calculated CAP | N/A | N/A | $17,642,076 | $26,597,239 | $10,573,045 |

  138. Pay Versus Performance (PVP) Table

    4The amount reported in this second column (c) represents the total CAP, as calculated in accordance with SEC disclosure rules, to Mr. Marsh for 2022, the year in which he was appointed as our PEO, and for 2023 and 2024. The CAP for Mr. Marsh for 2021 and 2020 is included in column (e) for the average of the other NEOs. CAP does not mean that Mr. Marsh was actually paid those amounts in the listed year, but this is a dollar amount derived from the SCT amount in the second column (b), adjusted by certain changes in equity award and pension plan values, as follows:

  139. Pay Versus Performance (PVP) Table

    | Adjustments to Determine CAP for Mr. Marsh | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $12,846,375 | $10,373,208 | $6,861,760 | | Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | $(2,043,600) | $(982,400) | $— | | Increase for “Service Cost” for Pension Plans | $240,900 | $221,800 | $174,000 | | Increase for “Prior Service Cost” for Pension Plans | $— | $— | $— | | Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCT | $(7,190,823) | $(6,379,927) | $(5,012,940) | | Increase for Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Year End | $16,040,404 | $6,009,529 | $4,233,694 | | Increase/Deduction for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $6,622,104 | $(1,309,580) | $1,906,258 | | Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — | | Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $264,064 | $(884,369) | $417,375 | | Deduction for Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | | Calculated CAP | $26,779,424 | $7,048,261 | $8,580,147 |

  140. 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.

  141. Pay Versus Performance (PVP) Table

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Kimberly A. Fontan | Kimberly A. Fontan | Kimberly A. Fontan | Andrew S. Marsh | Andrew S. Marsh | | Marcus V. Brown | Marcus V. Brown | A. Christopher Bakken, III | Marcus V. Brown | A. Christopher Bakken, III | | Kimberly Cook-Nelson | Peter S. Norgeot, Jr. | Marcus V. Brown | Paul D. Hinnenkamp | Marcus V. Brown | | Peter S. Norgeot, Jr. | Roderick K. West | Roderick K. West | Roderick K. West | Roderick K. West | | Roderick K. West | | | | |

  142. Pay Versus Performance (PVP) Table

    6The amounts reported in this column (e) represent the average CAP as calculated in accordance with SEC disclosure rules, to the Non-PEO NEOs for the prior five completed fiscal years, inclusive of Mr. Marsh for 2021 and 2020. CAP does not mean that our NEOs were actually paid those amounts in the listed year, but

  143. Pay Versus Performance (PVP) Table

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  144. Pay Versus Performance (PVP) Table

    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:

  145. Pay Versus Performance (PVP) Table

    | Adjustments to Determine the Average CAP for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $3,477,379 | $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 | $(317,340) | $(365,925) | $(266,225) | $(409,275) | $(1,472,875) | | Increase for “Service Cost” for Pension Plans | $104,500 | $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 | $(1,572,464) | $(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 | $3,507,645 | $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 | $1,806,607 | $(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 | $126,465 | $(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 | $7,132,792 | $2,103,157 | $4,877,536 | $5,009,362 | $2,828,875 |

  146. Pay Versus Performance (PVP) Table

    7The amounts reported in this column (f) represent the Company’s TSR for the prior five completed fiscal years. The calculation for each year is based on a fixed investment of $100 as of December 31, 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 five completed fiscal years. 10The information reported in column (i) reports ETR Adjusted EPS, our Company Selected Measure (CSM), for the prior five completed fiscal years. ETR 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 eliminate the effect of the Pre-Determined Exclusions (as defined within the CD&A). We have designated ETR Adjusted EPS as our CSM as we believe it represents our most important financial measure (aside from TSR) used to link CAP to the Company’s NEOs to Company performance for the most recently completed fiscal year. ETR Adjusted EPS is a non-GAAP financial measure; a reconciliation can be found within Appendix A. See "2024 Annual Incentive Program Performance Measures and Methodology" of the CD&A for additional information on this non-GAAP financial measure.

  147. Pay Versus Performance (PVP) Table

    | 90 | | Entergy 2025 Proxy Statement |

  148. 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 2024 and is inclusive of our CSM, ETR Adjusted EPS, set forth in column (i) of the PVP Table. Please see the CD&A for a further description of the performance measures used in the Company’s 2024 annual and long-term incentive programs. •ETR Adjusted EPS •Adjusted FFO / Debt Ratio •Relative Total Shareholder Return

  149. 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, 2025 for all currently serving 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.

  150. Directors and Executive Officers

    | Name1 | Shares2 | Options Exercisable Within 60 Days | Stock Units3 | | Gina F. Adams | 4,943 | — | — | | John H. Black | 5,343 | — | — | | Marcus V. Brown | 33,264 | — | — | | John R. Burbank | 15,896 | — | 4,385 | | Kimberly Cook-Nelson | 29,757 | 21,160 | — | | Kirkland H. Donald | 23,736 | — | 13,871 | | Brian W. Ellis | 11,945 | — | — | | Kimberly A. Fontan | 49,695 | 82,644 | — | | Philip L. Frederickson | 30,004 | — | 1,610 | | M. Elise Hyland | 16,031 | — | 1,568 | | Stuart L. Levenick | 58,289 | — | — | | Andrew S. Marsh | 369,655 | 592,032 | — | | Peter S. Norgeot, Jr. | 86,658 | 63,410 | — | | Karen A. Puckett | 31,115 | — | — | | Roderick K. West | 81,328 | 282,004 | — | | All current directors and executive officers as a group (24 persons) | 985,234 | 1,014,860 | 21,434 |

  151. 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 and Marsh 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 the “2024 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, 2024. The balance in this column for Mr. Black includes shares held by Mr. Black's spouse. The balance in this column for Mr. West is as of his retirement from the Company on January 31, 2025. 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.

  152. Directors and Executive Officers

    | 94 | | Entergy 2025 Proxy Statement |