ENTERGY CORP /DE/, DEF 14A filed on 3/21/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Entergy Corporation
Entity Central Index Key 0000065984
v3.25.1
Pay vs Performance Disclosure
2 Months Ended 10 Months Ended 12 Months Ended
Dec. 31, 2022
Oct. 31, 2022
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
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)
2024N/A$12,846,375N/A$26,779,424$3,477,379$7,132,792$153.26$134.24$1,055,590$3.65
2023N/A$10,373,208N/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$17,045,744N/A$26,597,239N/A$4,221,128$5,009,362$101.07$121.46$1,118,492$3.01
2020$16,198,597N/A$10,573,045N/A$5,115,873$2,828,875$86.29$102.72$1,388,334$2.83
       
Company Selected Measure Name     ETR Adjusted EPS        
Named Executive Officers, Footnote     The 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.The 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).The 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.
20242023202220212020
Kimberly A. FontanKimberly A. FontanKimberly A. FontanAndrew S. MarshAndrew S. Marsh
Marcus V. BrownMarcus V. BrownA. Christopher Bakken, IIIMarcus V. BrownA. Christopher Bakken, III
Kimberly Cook-NelsonPeter S. Norgeot, Jr.Marcus V. BrownPaul D. HinnenkampMarcus V. Brown
Peter S. Norgeot, Jr.Roderick K. WestRoderick K. WestRoderick K. WestRoderick K. West
Roderick K. West
       
Peer Group Issuers, Footnote     This 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.        
Adjustment To PEO Compensation, Footnote     The 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:
Adjustments to Determine CAP for Mr. Denault20242023202220212020
Summary Compensation Table TotalN/AN/A$13,207,355$17,045,744$16,198,597
Deduction for Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCTN/AN/A$—($4,178,300) ($4,416,700)
Increase for “Service Cost” for Pension PlansN/AN/A$38,700$13,600$16,500
Increase for “Prior Service Cost” for Pension Plans (Due to Plan Amendment/Modification)N/AN/A$—$8,858,200$—
Deduction for the Equity Awards Grant Date Fair Value reported under the “Stock Awards” and “Option Awards” Column in the SCTN/AN/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 EndN/AN/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 YearsN/AN/A$1,965,462$696,285($7,838,641)
Adjustments to Determine CAP for Mr. Denault20242023202220212020
Increase/Deduction for Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearN/AN/A
Increase/Deduction for Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearN/AN/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 YearN/AN/A
Calculated CAPN/AN/A$17,642,076$26,597,239$10,573,045
The 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:
Adjustments to Determine CAP for Mr. Marsh202420232022
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
       
Non-PEO NEO Average Total Compensation Amount     $ 3,477,379 $ 3,509,009 $ 3,751,745 $ 4,221,128 $ 5,115,873
Non-PEO NEO Average Compensation Actually Paid Amount     $ 7,132,792 2,103,157 4,877,536 5,009,362 2,828,875
Adjustment to Non-PEO NEO Compensation Footnote     The 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
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:
Adjustments to Determine the Average CAP for Non-PEO NEOs202420232022 20212020
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
       
Compensation Actually Paid vs. Total Shareholder Return    
PEO and Average Other NEO CAP versus the Company’s Cumulative TSR and Philadelphia Utility Index Cumulative TSR
The chart below illustrates the relationship between the CAP amounts for the NEOs and the Company’s TSR as well as the TSR of the Company as compared to the Philadelphia Utility Index.
6485
       
Compensation Actually Paid vs. Net Income    
PEO and Average Other NEO CAP versus the Company’s Net Income
The chart below illustrates the relationship between the CAP amounts for the NEOs and the Company’s GAAP net income.
6671
       
Compensation Actually Paid vs. Company Selected Measure    
PEO and Average Other NEO CAP versus ETR Adjusted EPS (CSM)
The chart below illustrates the relationship between the CAP amounts for the NEOs and the CSM, ETR Adjusted EPS.
6855
       
Total Shareholder Return Vs Peer Group    
PEO and Average Other NEO CAP versus the Company’s Cumulative TSR and Philadelphia Utility Index Cumulative TSR
The chart below illustrates the relationship between the CAP amounts for the NEOs and the Company’s TSR as well as the TSR of the Company as compared to the Philadelphia Utility Index.
6485
       
Total Shareholder Return Amount     $ 153.26 98.28 104.64 101.07 86.29
Peer Group Total Shareholder Return Amount     134.24 111.05 122.25 121.46 102.72
Net Income (Loss)     $ 1,055,590,000 $ 2,356,536,000 $ 1,103,166,000 $ 1,118,492,000 $ 1,388,334,000
Company Selected Measure Amount | $ / shares     3.65 3.39 3.21 3.01 2.83
PEO Name Mr. Marsh Mr. Denault Mr. Marsh Mr. Marsh   Mr. Denault Mr. Denault
Additional 402(v) Disclosure     The 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.This column (h) reports the Company’s net income for the prior five completed fiscal years.
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.
       
Measure:: 1              
Pay vs Performance Disclosure              
Name     ETR Adjusted EPS        
Non-GAAP Measure Description     The 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.        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted FFO / Debt Ratio        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Relative Total Shareholder Return        
Mr. Marsh [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 12,846,375 $ 10,373,208 $ 6,861,760    
PEO Actually Paid Compensation Amount     26,779,424 7,048,261 8,580,147    
Mr. Denault [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         13,207,355 $ 17,045,744 $ 16,198,597
PEO Actually Paid Compensation Amount         17,642,076 26,597,239 10,573,045
PEO | Mr. Marsh [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,043,600) (982,400) 0    
PEO | Mr. Marsh [Member] | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     240,900 221,800 174,000    
PEO | Mr. Marsh [Member] | Pension Adjustments Prior Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO | Mr. Marsh [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (7,190,823) (6,379,927) (5,012,940)    
PEO | Mr. Marsh [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     16,040,404 6,009,529 4,233,694    
PEO | Mr. Marsh [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     6,622,104 (1,309,580) 1,906,258    
PEO | Mr. Marsh [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO | Mr. Marsh [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     264,064 (884,369) 417,375    
PEO | Mr. Marsh [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0    
PEO | Mr. Denault [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 (4,178,300) (4,416,700)
PEO | Mr. Denault [Member] | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         38,700 13,600 16,500
PEO | Mr. Denault [Member] | Pension Adjustments Prior Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 8,858,200 0
PEO | Mr. Denault [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         (9,164,589) (8,986,053) (8,067,003)
PEO | Mr. Denault [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         10,171,229 12,040,411 4,710,314
PEO | Mr. Denault [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         1,965,462 696,285 (7,838,641)
PEO | Mr. Denault [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 0 0
PEO | Mr. Denault [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         1,423,919 1,107,352 9,969,978
PEO | Mr. Denault [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (317,340) (365,925) (266,225) (409,275) (1,472,875)
Non-PEO NEO | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     104,500 100,950 130,125 186,625 130,750
Non-PEO NEO | Pension Adjustments Prior Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 466,725 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,572,464) (1,591,972) (2,044,130) (2,198,699) (2,147,575)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,507,645 1,499,549 2,144,852 2,839,140 1,253,979
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,806,607 (590,466) 393,775 185,876 (1,850,528)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     126,465 (457,988) 300,669 184,567 1,799,251
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
The Talent and Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Talent and Compensation Committee’s practice is to approve them at its meeting in late January or in the first week of February of each year, which is near the beginning of the Company's fiscal year, as part of the annual compensation review. In addition, the Talent and Compensation Committee may make grants at other times during the year for new hires or for other reasons, including, for example, job promotions, for retention purposes. Because the Talent and Compensation Committee’s regular meeting schedule is generally determined in the prior fiscal year, and as noted above, the Company generally makes annual equity awards to our NEOs at approximately the same time each year, the proximity of any awards to other significant corporate events is coincidental. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.
During 2024, no stock option grants were made to any of our NEOs during any period beginning four
business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.
Award Timing Method When making regular annual equity grants, including stock options, the Talent and Compensation Committee’s practice is to approve them at its meeting in late January or in the first week of February of each year, which is near the beginning of the Company's fiscal year, as part of the annual compensation review. In addition, the Talent and Compensation Committee may make grants at other times during the year for new hires or for other reasons, including, for example, job promotions, for retention purposes. Because the Talent and Compensation Committee’s regular meeting schedule is generally determined in the prior fiscal year, and as noted above, the Company generally makes annual equity awards to our NEOs at approximately the same time each year, the proximity of any awards to other significant corporate events is coincidental. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true