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Item 11. Executive Compensation

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Item 11. Executive Compensation

ENTERGY CORPORATION

Information concerning compensation earned by the directors and officers of Entergy Corporation is set forth in its 2022 Entergy Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 6, 2022, under the headings “Compensation Discussion and Analysis,” “Annual Compensation Programs Risk Assessment,” “Compensation Tables,” “Pay Ratio Disclosure,” and “2021 Non-Employee Director Compensation,” all of which information is incorporated herein by reference. In this section Entergy Corporation is also referred to as “Entergy” or the “Company.”

ENTERGY ARKANSAS, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND ENTERGY TEXAS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the executive compensation policies, programs, philosophy and decisions regarding the Named Executive Officers (“NEOs”) for 2021. It also explains how and why the Personnel Committee of Entergy Corporation’s Board of Directors arrived at the specific compensation decisions involving the NEOs in 2021 who were:

Name**(1)**Title
Marcus V. BrownExecutive Vice President and General Counsel, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Leo P. DenaultChairman of the Board and Chief Executive Officer
David D. Ellis(2)Former President and Chief Executive Officer, Entergy New Orleans
Haley R. FisackerlyPresident and Chief Executive Officer, Entergy Mississippi
Laura R. LandreauxPresident and Chief Executive Officer, Entergy Arkansas
Andrew S. MarshExecutive Vice President and Chief Financial Officer, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Phillip R. May, Jr.President and Chief Executive Officer, Entergy Louisiana
Sallie T. Rainer(3)Former President and Chief Executive Officer, Entergy Texas
Deanna D. Rodriguez(2)President and Chief Executive Officer, Entergy New Orleans
Eliecer Viamontes(3)President and Chief Executive Officer, Entergy Texas
Roderick K. WestGroup President, Utility Operations, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas

(1)Messrs. Brown, Denault, Marsh, and West hold the positions referenced above as executive officers of Entergy Corporation and are members of Entergy Corporation’s Office of the Chief Executive (“OCE”). No additional compensation was paid in 2021 to any of these officers for their service as NEOs of the Utility operating companies.

(2)Mr. Ellis is included in the Executive Compensation section of this Form 10-K because he served as President and Chief Executive Officer, Entergy New Orleans for a portion of 2021. Mr. Ellis currently serves as Entergy Services, Senior Vice President, Chief Customer Officer. Ms. Rodriguez became President and Chief Executive Officer, Entergy New Orleans in May 2021.

(3)Ms. Rainer is included in the Executive Compensation section of this Form 10-K because she served as President and Chief Executive Officer, Entergy Texas for a portion of 2021. Ms. Rainer retired in November 2021. Mr. Viamontes became President and Chief Executive Officer, Entergy Texas in November 2021 upon Ms. Rainer’s retirement.

Entergy Corporation’s Compensation Principles and Philosophy

Entergy Corporation’s executive compensation programs are based on a philosophy of pay for performance that supports its strategy and business objectives. It believes the executive pay programs:

  • Motivate** its management team to drive strong financial and operational results by linking pay to performance.

  • Attract** and retain a highly experienced, diverse and successful management team.

  • Incentivize and reward** the achievement of results that are deemed by the Personnel Committee to be consistent with the overall goals and strategic direction that the Entergy Corporation Board has approved.

  • Create** sustainable value for the benefit of all of Entergy Corporation’s stakeholders, including its customers, employees, communities and owners.

  • Align** the interests of the executives and Entergy Corporation’s investors in its long-term business strategy by directly tying the value of equity-based awards to Entergy Corporation’s stock price performance and relative total shareholder return (“TSR”).

Compensation Best Practices

PracticeDescription
Pay for PerformanceThe executive compensation programs yield pay outcomes that are highly correlated with performance and drive long-term value creation.
Short and Long-Term Incentive Measures Drive Desired Employee BehaviorsPerformance measures for the Short-Term Incentive (STI) and Long-Term Incentive programs incentivize employee behaviors that serve the Company’s key stakeholders:
•Customers – Net Promoter Score (NPS).
•Employees – Diversity, Inclusion & Belonging (DIB) and Safety.
•Communities – Environmental Stewardship, DIB.
•Owners – Earnings Per Share, Credit, TSR.
Double Trigger Change-in-ControlThe Company requires both a change-in-control and an involuntary termination without cause or voluntary termination with good reason for cash severance payments and vesting of equity awards.
Long-Term Incentives Paid in StockAll long-term incentives are settled in shares of Entergy common stock.
Robust Stock Ownership GuidelinesThe Company requires executive officers to own a significant amount of Entergy stock.
Cap on Incentive Awards for OCE MembersThe maximum payout for members of the OCE is capped at 200% of the target opportunity for the STI and Long-Term Performance Unit Program (PUP) awards.
Rigorous GoalsWe set financial goals based on externally disclosed annual and multi-year guidance and outlooks, and non-financial goals based on rigorous internal review.
Clawback PolicyThis policy allows recovery of incentive cash, equity compensation and severance payments where a payment was based on financial results that were the subject of a material restatement, a material miscalculation of a performance award or an executive officer engaged in fraud that caused or partially caused the need for a restatement or a material miscalculation of a performance award.
No Hedging of Company StockEntergy’s directors, executive officers and employees may not directly or indirectly engage in transactions intended to hedge or offset the market value of the Company’s common stock owned by them.
No Pledging of Company StockEntergy’s directors and executive officers may not directly or indirectly pledge Entergy common stock as collateral for any obligation.
PracticeDescription
No Tax Gross-UpsThe Company does not provide tax gross ups to OCE members, other than relocation benefits.
No Dividends on Unearned Performance AwardsThe Company does not pay dividends on unearned performance awards.
No Repricing or Exchange of Underwater Stock OptionsThe Company’s equity incentive plan does not permit repricing or the exchange of underwater stock options without the approval of its shareholders.
No Employment AgreementsThe Company does not have employment contracts with its executive officers.
Independent Compensation ConsultantThe Personnel Committee retains an independent compensation consultant to advise on the executive compensation programs and practices.
Annual Say-on-PayThe Company values the input of its shareholders on the executive compensation programs. Entergy’s Board seeks an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in the CD&A, tabular disclosure, and related narrative of the Company’s annual proxy statements.
Annual Compensation Risk AssessmentA risk assessment of the compensation programs is performed on an annual basis to ensure that the programs and policies do not incentivize unnecessary or excessive risk-taking behavior.

2021 Incentive Payouts

Performance measures and targets for the 2021 STI awards were determined by the Personnel Committee in January 2021. Targets and measures for the 2019 – 2021 performance cycle for the long-term performance units were established in January 2019. In January 2022, the Personnel Committee certified the results for the Entergy Achievement Multiplier (“EAM”) for the 2021 STI awards and the 2019 – 2021 long-term performance period.

STI Awards

In January 2021, the Personnel Committee determined that the EAM that would determine the overall funding level for the 2021 STI awards would be based on financial and ESG measures with the financial measure weighted 60% and the ESG measures collectively accounting for the remaining 40%.

Financial Measure: Keeping with the Personnel Committee’s goal of aligning performance measures with financial results that link to externally communicated investor guidance, Entergy Tax Adjusted Earnings Per Share (“ETR Tax Adjusted EPS”) was used as the financial measure to determine the EAM.

ESG Measures: To demonstrate Entergy’s strong commitment to its ESG goals and link executive compensation more directly to the achievement of those objectives, the Personnel Committee decided that 40% of the EAM would be determined on the basis of progress achieved in the following areas, each of which would be weighted equally: Safety; Diversity, Inclusion and Belonging; Environmental Stewardship; and the Customer Net Promoter Score, or NPS.

The 2021 STI targets and results determined by the Personnel Committee were:

STI Performance Goals**(1)**2021 Percentage of EAMTarget2021 ResultsLevel of Achievement
ETR Tax Adjusted EPS ($)60%5.956.22144%
Safety (SIF Rate)10%0.03___(2)0%
Diversity, Inclusion and Belonging10%Qualitative110%
Environmental Stewardship10%Qualitative140%
Customer NPS10%911.2131%
EAM as a percentage of target100%125%(3)

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

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

(3) After consideration of individual performance, NEO payouts averaged 124% of target.

Long-Term Performance Unit Program

In January 2019, the Personnel Committee chose relative TSR and Cumulative ETR Adjusted Earnings Per Share (“Cumulative ETR Adjusted EPS”) as the performance measures for the 2019 – 2021 performance period, with relative TSR weighted 80% and Cumulative ETR Adjusted EPS weighted 20%. Cumulative ETR Adjusted EPS adjusts Entergy’s as reported (GAAP) results to eliminate the impact of the Entergy Wholesale Commodities (“EWC”) business and other non-routine items, consistent with the manner in which we communicated earnings guidance and outlooks to investors at the time the measure was chosen.

The targets and results for the 2019 – 2021 performance period as determined by the Personnel Committee were:

Long-Term PUP Results2019-2021 PUP Target2019-2021 PUP Results
Relative TSRMedian2nd Quartile
Cumulative ETR Adjusted EPS($)16.6017.44
Payout (as a percentage of target)100%120%

What Entergy Corporation Pays and Why

How Entergy Corporation Makes Compensation Decisions

Role of the Personnel Committee

The Personnel Committee, comprised solely of independent directors, determines the compensation for each member of the OCE and oversees the design and administration of Entergy’s executive compensation programs. Each year, the Personnel Committee reviews and considers a comprehensive assessment and analysis of the executive compensation programs, including the elements of each OCE member’s compensation, with input from the committee’s independent compensation consultant. When establishing the compensation programs for the NEOs, the Personnel Committee also considers input and recommendations from management, including Mr. Denault and Ms. Collins, Entergy’s Chief Human Resource Officer, who attend the Personnel Committee meetings.

The committee annually conducts an independence assessment of its advisors including the compensation consultant, consistent with NYSE listing standards and SEC rules governing proxy disclosure.

Role of the Independent Compensation Consultant

In 2021, the Personnel Committee continued to retain Pay Governance, LLC (“Pay Governance”) as its independent compensation consultant. Pay Governance attended each of the 2021 Personnel Committee meetings and provides advice, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and Entergy Corporation’s directors, the terms and performance goals applicable to incentive plan awards, the process for certifying achievement of the incentive goals, and analysis with respect to specific projects and information regarding trends and competitive practices. The compensation consultant also meets with the Personnel Committee members without management present.

Competitive Positioning

➢ Market Data for Compensation Comparison

Annually, the Personnel Committee reviews:

  • published and private compensation survey data compiled by Pay Governance;

  • both utility and general industry data to determine total cash compensation (base salary and annual incentive) for non-industry specific roles;

  • data from utility companies to determine total cash compensation for management roles that are utility-specific, such as Group President, Utility Operations; and

  • utility market data to determine long-term incentives for all positions.

➢ How the Personnel Committee Uses Market Data

The Personnel Committee uses this survey data to develop compensation opportunities that are designed to deliver total direct compensation (“TDC”) within a targeted range of approximately the 50th percentile of the surveyed companies in the aggregate. In most cases, the committee considers its objectives to have been met if the Company’s Chief Executive Officer and the eight other executive officers who constitute the OCE each has a TDC opportunity that falls within a targeted range of 85% – 115% of the 50th percentile of the survey data. In general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned executive officers whose experience and skillset are viewed as critical to retain may be positioned at the higher end of the competitive range.

➢ Proxy Peer Group

Although the survey data described above are the primary data used in benchmarking compensation, the Personnel Committee uses compensation information from the companies included in the Philadelphia Utility Index to evaluate the overall reasonableness of the Company’s compensation programs and to determine relative TSR for the 2021 – 2023 PUP performance period. The Personnel Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining relative TSR because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale.

The companies included in the Philadelphia Utility Index at the time the Personnel Committee approved the 2021 compensation model and framework were:

AES CorporationConsolidated Edison Inc.Eversource EnergyPublic Service Enterprise Group, Inc.
Ameren CorporationDominion EnergyExelon CorporationSouthern Company
American Electric Power Co. Inc.DTE Energy CompanyFirstEnergy CorporationWEC Energy, Inc.
American Water Works Company, Inc.Duke Energy CorporationNextEra Energy, Inc.Xcel Energy, Inc.
CenterPoint Energy Inc.Edison InternationalPinnacle West Capital Corporation

2021 Compensation Structure and Incentive Metrics

In 2021, the compensation programs consisted of base salary and short and long-term incentives as outlined in the table below:

Compensation ElementFormObjectiveMetrics/Performance PeriodSubject to Clawback
Base SalaryCashProvides a base level of competitive cash compensation for executive talent.N/A
Short-Term IncentiveCashMotivates and rewards executives for performance on key financial and ESG measures during the year; incentivizes behaviors that serve the Company’s four stakeholders - customers, employees, communities and owners.•ETR Tax Adjusted EPSü
•Safety
•DIB
•Environmental Stewardship
•Customer NPS
Measured over a one-year period
Long-Term Performance UnitsEquityFocuses the executives on driving utility growth, building long-term shareholder value, and growing earnings. Provides market competitive compensation that retains skills and knowledge while increasing our executives’ ownership in the Company further enhancing their focus on driving continuous improvement in operational results.•Relative TSRü
•Adjusted FFO/Debt Ratio
Measured over a 3-year performance period
Stock OptionsEquityAlign interests of executives with long-term shareholder value, provide market competitive compensation, and increase executives’ ownership in the Company further enhancing their focus on driving continuous improvement in operational results.Service-based with 3-year pro rata vestingü
Restricted StockEquityAligns interests of executives with long-term shareholder value, provides market competitive compensation, retains executive talent and increases executives’ ownership in the Company further enhancing their focus on driving continuous improvement in operational results.Service-based with 3-year pro rata vestingü

2021 Compensation Decisions

Base Salary

The salary for each NEO is based on the outcome of the annual merit review, the need to retain an experienced team, job promotion, individual performance, scope of responsibility, leadership skills and values, current compensation and internal equity. For the NEOs who are members of the OCE, the Personnel Committee also considers the results of the annual market assessment of OCE compensation as provided by its independent compensation consultant described above. In 2021, all of the NEOs received increases in their base salaries ranging from approximately 3% to 6% effective April 1, 2021.

The following table sets forth the 2020 and 2021 base salaries for the Named Executive Officers. Except as indicated below, changes in base salaries for 2021 were effective in April.

Named Executive Officer2020 Base Salary2021 Base Salary
Marcus V. Brown$690,000$710,700
Leo P. Denault$1,260,000$1,300,000
David D. Ellis(1)$321,849$415,000
Haley R. Fisackerly$388,244$399,891
Laura R. Landreaux (2)$326,755$380,000
Andrew S. Marsh$690,000$710,700
Phillip R. May, Jr.$404,784$416,928
Sallie T. Rainer$358,713$369,474
Deanna D. Rodriguez(1)$284,480$330,000
Eliecer Viamontes(1)$315,000$340,000
Roderick K. West$731,863$753,819

(1) Mr. Ellis’s and Ms. Rodriguez’s salaries were increased in May 2021, and Mr. Viamontes’s salary was increased in November 2021. Each of their salaries was increased in conjunction with their promotion to the new positions they assumed in 2021. The compensation levels for each of these officers were determined using competitive compensation data provided by Pay Governance. For Ms. Rodriguez and Mr. Viamontes, their previous compensation levels and the compensation paid to their predecessors at Entergy New Orleans and Entergy Texas, respectively, were also considered. Mr. Ellis’s salary was established, in consultation with Pay Governance, to reflect his unique responsibilities and accountability as the Company’s first Chief Customer Officer.

(2) Ms. Landreaux’s base salary was further adjusted in 2021 following an external market competitive pay analysis.

STI Compensation

The NEOs are eligible for STI awards under our 2019 Omnibus Incentive Plan (“2019 OIP”). Maximum funding for the STI awards is determined by the EAM performance measure. Annually, after a review of the Company’s strategic plan, the Personnel Committee engages in a rigorous process to determine the financial, strategic and operational measures and the targets for each measure that will be used to determine the EAM. The Personnel Committee also annually establishes target opportunities for each NEO who is a member of the OCE. For the other NEOs, target award opportunities are determined based on their management level within the Entergy organization. Executive management levels at Entergy Corporation range from ML level 1 through ML level 4. At December 31, 2021, Mr. Ellis and Mr. May held a Level 3 position, and Mr. Fisackerly, Ms. Landreaux, Ms. Rodriguez and Mr. Viamontes held Level 4 positions. Ms. Rainer held a Level 4 position when she retired in November 2021. Accordingly, their respective incentive award opportunities differ from one another based on either their management level or the external market data developed by Pay Governance. In 2021, the target opportunities for Mr. Ellis and Ms. Rodriguez were increased in conjunction with their promotions during the year. The target opportunities for the other NEOs in 2021 remained at the same level as those established for 2020.

In January, after the end of the fiscal year, the Finance and Personnel Committees jointly review the Company’s results, and the Personnel Committee determines the EAM based on the level of achievement of the performance measures established. The Personnel Committee retains discretion to modify the EAM based on its assessment of the degree of management’s achievement of various operational and regulatory goals and overcoming any challenges that occurred during the year.

Individual executive officer awards are determined based on the Personnel Committee’s consideration of each executive’s role in executing the Company’s strategies and delivering the financial performance achieved, but also the individual’s accountability for any challenges and achievements the Company experienced during the year.

2021 Performance Measures and Methodology

For 2021, the Personnel Committee decided that the EAM would be based on both financial and ESG measures, with the financial measure weighted 60% and four ESG measures each weighted at 10%. Targets and ranges of performance were established for each of the measures, with no payout for results less than the designated minimum, a 25% payout opportunity for results at the minimum, a 100% payout opportunity for results at target, and a 200% payout opportunity for results equal to or exceeding the maximum. Payout opportunities for results between the minimum and target and between target and the maximum were determined by straight line interpolation, with the EAM result being determined by the weighted average of the payout opportunities for each of the performance measures.

Financial Measure and Target

For the EAM financial measure, the Personnel Committee decided to use ETR Tax Adjusted EPS. This measure is based on the Company’s Adjusted EPS, the measure by which the Company provides external guidance, which is then adjusted to add back the effect of significant tax items and to eliminate the effect of: (i) major storms, including the impact on total debt of pending securitizations; (ii) any resolution during the year of certain unresolved regulatory litigation matters, (iii) unrealized gains or losses on equity securities, (iv) effects of federal income tax law changes: and (v) any adjustments to contributions to pension investments or trusts related to post-retirement benefits that are elective and deviate from original plan assumptions (collectively, the “Pre-Determined Exclusions”). The Personnel Committee determined that target performance for this metric would equal management’s expectation for the Company’s Adjusted EPS as reflected in its financial plan, or $5.95 per share, with minimum performance determined to be $5.35 per share and maximum performance being $6.55 per share.

ETR Tax Adjusted EPS was used as the financial measure for the EAM because:

  • It is based on an objective financial measure that the Company and their investors consider to be important in evaluating financial performance.

  • It is based on the same metrics used for internal and external financial reporting.

  • It provides both discipline and transparency.

The Personnel Committee considered it appropriate to use ETR Tax Adjusted EPS, which adds back the effect of significant tax items that may have been excluded from ETR Adjusted EPS, as the earnings measure because of the significant financial benefits to the Company resulting from such tax items and the management effort required to achieve them.

The committee also considered, both at the time it chose ETR Tax Adjusted EPS as the EAM financial measure and when it established the targets for this measure, the appropriateness of excluding the effect of each of the specific Pre-Determined Exclusions it had identified from the financial measure. It viewed the exclusion of major storms as appropriate because although the Company includes estimates for storm costs in its financial plan, it does not include estimates for a major storm event, such as a hurricane. The Personnel Committee considered the exclusion of the effects of any unanticipated changes in federal income tax law to be appropriate because of the inability of management to impact those results. It approved the exclusion of elective adjustments to Company contributions to pension and post-retirement benefit plan trusts because such elective adjustments are not reflective of the underlying performance of the business. The Personnel Committee approved the other exclusions from reported results — for the impact of certain legacy unresolved regulatory litigation and unanticipated unrealized gains and losses on securities — primarily because of management’s inability to influence either of the related outcomes.

ESG Measures and Targets

To demonstrate Entergy’s strong commitment to its ESG goals and to more directly link executive compensation to successful execution on its strategies to achieve those objectives, the Personnel Committee decided to use the ESG measures described below to determine 40% of the EAM, with each of the measures weighted at 10%. These measures were selected because the committee considered them to represent keyways that the Company creates sustainable value for its stakeholders that may not be fully captured in its quarterly and annual financial results.

Following is a summary description of each of the ESG measures, including the metric or methodology used for determining the level of achievement and the rationale for each of the selected measures:

MeasureMetrics and TargetsObjective
SafetyRate of serious injuries and fatalities per 100 employees or contractors (SIF rate). Minimum performance = 50th percentile, target = 75th percentile, and maximum performance = 90th percentile of published Edison Electric Institute member SIF rate data as published in 2021, with no payout if any fatalities.Ensures Entergy maintains a safe and incident-free workplace for all of its employees and contractors.
Diversity, Inclusion & Belonging (DIB)Overall qualitative assessment of DIB key performance indicators assessed in the workforce, workplace and marketplace, informed by quantitative measures; progress on DIB initiatives; and responsiveness to emergent issues.•Reinforces Entergy’s commitment to be a fair and equitable work environment that is welcoming to all and allows us to attract and retain superb talent, allowing the Company to execute on its strategy.
•Rewards progress toward meeting Entergy’s commitment to develop and retain a workforce that reflects the rich diversity of the communities the Company serves.
•Drives an engaged workforce; customer-centric service and solutions; enhancement of owner value; and community partnerships.
Environmental StewardshipAssessment of progress toward environmental commitments through performance on key initiatives and Utility CO2 emission rate outcomes.•Reinforces Entergy’s commitment to long-term sustainability and a reduced impact on the environment.
•Ensures accountability for achieving the Company’s significant external commitments to reduce carbon emissions.
Customer Net Promoter Score (NPS)Customer NPS is determined through a blind survey of residential customers who are asked how likely they are to recommend Entergy, on a scale of 1 to 10. The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores less than 6). Minimum performance = 2, target = 9, and maximum performance = 16.•Incentivizes actions that drive positive customer outcomes (as measured through customer feedback) including impacts on reliability improvements, responsiveness, continuous improvement and innovation.
•Signals overall health and loyalty of our customer relationship.

In determining the targets to set for 2021, the Personnel Committee reviewed anticipated drivers and risks to the Company’s expectations for its adjusted earnings for 2021 as set forth in the Company’s financial plan, as well as factors driving the strong financial performance achieved in 2020. The Personnel Committee confirmed that the proposed plan targets for ETR Tax Adjusted EPS reflected significant growth in the core earnings measure

underlying the STI target. The Personnel Committee also considered the potential impact of a wide range of identified risks and opportunities and confirmed that both the financial and ESG STI targets reflected a reasonable balancing of such risks and opportunities and an appropriate degree of challenge. The goals were designed to be achievable, but also to require the strong coordinated performance of the management team.

2021 Performance Assessment

In January 2022, the Finance and Personnel Committees jointly reviewed the Company’s financial and operational results and assessed management’s performance against the performance objectives and targets described above in order to determine the EAM. The following table summarizes the STI targets and performance results for 2021, resulting in an EAM of 125%:

Performance MeasureTargets and Results
WeightingMinimumTargetMaximum2021 ResultsLevel of Achievement
ETR Tax Adjusted EPS ($)60%5.355.956.556.22144%
Safety (SIF Rate)10%0.070.030.00___(1)0%
Diversity, Inclusion & Belonging10%Qualitative assessment (see below)110%
Environmental Stewardship10%Qualitative assessment (see below)140%
Customer Net Promoter Score10%291611.2131%
EAM100%25%100%200%125%

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

In assessing 2021 financial performance, the Finance and Personnel Committees reviewed various factors explaining how the 2021 ETR Tax Adjusted EPS result compared to the 2021 business plan and STI target set in January 2021. ETR Tax Adjusted EPS exceeded the ETR Tax Adjusted EPS target of $5.95 per share by $0.27. This outperformance resulted in part from the fact that ETR Adjusted EPS exceeded the midpoint of the guidance set at the beginning of the year by $0.07 per share. The ETR Tax Adjusted EPS result also reflected a positive adjustment of $0.26 to ETR Adjusted EPS for the net effects on earnings of major storms impacting the Company’s service area during 2021, consistent with the Pre-Determined Exclusions approved when the target was set at the beginning of the year. The results also reflected a negative adjustment of $0.06 for the effect on 2021 ETR Adjusted EPS of certain changes in tax law, also consistent with the Pre-Determined Exclusions.

In assessing management’s 2021 performance on the new ESG measures, the committees focused particularly on the qualitative assessments required with respect to the Diversity, Inclusion & Belonging and Environmental Stewardship measures. In each area, the committees reviewed a wide range of key performance indicators and assessed progress on strategies and initiatives that had been identified at the beginning of the performance period as key to achieving the Company’s strategic objectives. Following are selected performance milestones and highlights considered as part of the assessment:

Performance Measure2021 Developments
Diversity, Inclusion & Belonging•Increased representation of women and underrepresented racial and ethnic groups in employee population and at director level and above in management from 2020
Level of Achievement•Established Diversity & Workforce Strategies Center of Excellence led by Vice President, Diversity & Workforce Strategies
•110%•Developed and deployed targeted DIB interventions designed to engage a diverse workforce, including in mentoring, unconscious bias, inclusive leadership and psychological safety
•Infused DIB into hiring policies, practices and procedures and hiring manager/recruiter training
•Integrated DIB skill building in leadership development programs for diverse group of participants
•Engaged with partners in the utility industry and education to support mentoring programs to connect diverse students with industry mentors and expanded educational opportunity pipeline to non-traditional education partners to attract diverse students
•Organizational health and inclusive climate survey scores declined from 2020
•Increased diverse supplier managed spend from 2020 levels
Environmental Stewardship•Integration of substantially higher levels of renewable power generation into planned generation mix, leading to expected achievement of 2030 climate goal ahead of schedule
Level of Achievement•Utility equity CO2 emission rate initially projected at slightly below target of 659 lbs./MWh; subsequently determined to be above target for 2021, due in part to higher
•140%natural gas prices resulting in more dispatch of our coal generation by the Midcontinent Independence System Operator (MISO) as compared to 2020
•Completed Orange County Advanced Power Station hydrogen design, project investment plan and hydrogen supply plan
•Arkansas and Louisiana coal plant retirement plan refined and integrated into business plan
•Regulatory progress advancing customer solutions, including filings focused on green tariffs, PowerThrough backup power solutions, electric vehicles, energy efficiency and distributed resources
•Progress on electrification of Entergy vehicle fleet
•Progress advancing eTech offerings to promote adoption of electric-powered alternatives to fossil fuel applications
•Progress on transmission and distribution system and water resilience planning and investment in reforestation and wetland restoration

In addition to the foregoing financial and operational results, the Personnel Committee considered management’s degree of success in achieving various operational and regulatory goals set out at the beginning of the year and in overcoming certain challenges that arose in the business during the course of the year. The committee took note of not only various ways management had created value for all the Company’s key stakeholders during 2021, but also major external challenges that were overcome in the process, including particularly Winter Storm Uri and Hurricane Ida, as well as the continuing COVID-19 pandemic, inflationary pressure on customer bills, supply chain constraints and labor market shortages. The committee also noted that despite these challenges, management had remained focused on achieving strong financial results for the benefit of all of its stakeholders while at the same time driving positive outcomes in areas that would contribute to the long-term sustainability of the Company.

Under the STI program, NEOs who are members of the OCE could earn a payout ranging from 0% to 200% of the NEO’s target opportunity while NEOs who are not members of the OCE could earn a payout ranging from 0% to 300% of the NEO’s target opportunity, subject to the overall funding limitation determined by the EAM. To determine individual NEO STI awards for members of the OCE, the Personnel Committee considered individual performance in executing on the Company’s strategies and delivering the strong financial performance achieved in 2021, as well as the executive’s success in achieving individual goals within the executive’s scope of responsibilities. In addition, the Personnel Committee considered the individual’s key accountabilities and accomplishments in relation to major external challenges the Company experienced during the year, including those referenced above. With these considerations in mind, the Personnel Committee approved payouts to each of the NEOs, who are members of the OCE, that were modestly higher than the EAM, ranging from 135% to 150% of target.

After the EAM was established to determine overall funding for the STI awards, Entergy’s Chief Executive Officer allocated incentive award funding to individual business units based on business unit results. Individual awards were determined for the remaining NEOs who are not members of the OCE by their immediate supervisor based on the individual officer’s key accountabilities, accomplishments, and performance. This resulted in payouts that ranged from 87% of target to 145% of target for the NEOs who are not members of the OCE.

Based on the foregoing evaluation of management performance, the NEOs received the following STI payouts:

Named Executive OfficerBase SalaryTarget as Percentage of Base Salary**(1)**Payout as Percentage of Target2021 Annual Incentive Award
Marcus V. Brown$710,70080%135%$852,840
Leo P. Denault$1,300,000140%135%$2,457,000
David D. Ellis$415,00060%92%$228,225
Haley R. Fisackerly$399,89140%135%$216,186
Laura R. Landreaux$380,00040%145%$220,093
Andrew S. Marsh$710,70085%150%$906,143
Phillip R. May, Jr.$416,92860%133%$333,205
Sallie T. Rainer(2)$369,47440%87%$127,949
Deanna D. Rodriguez$330,00040%110%$144,662
Eliecer Viamontes$340,00040%99%$134,793
Roderick K. West$753,81980%140%$844,277

(1) The target opportunities, as a percentage of salary, were determined based on the individual’s position and salary at the end of 2021.

(2) Ms. Rainer received a pro-rated STI award since she retired prior to the end of the performance year.

Long-Term Incentive Compensation

Overview

Long-term incentive compensation delivered in shares of Entergy common stock represents the largest portion of executive officer compensation. The Company believes the combination of long-term incentives it employs provides a compelling performance-based compensation opportunity, is effective at retaining a strong senior management team, and aligns the interests of the executive officers with the interests of Entergy’s customers and shareholders by enhancing executives’ focus on the Company’s long-term goals.

For each NEO, a dollar value is established to determine that NEO’s long-term incentive awards. The award value for each NEO is determined based on market median compensation data for the officer’s role, adjusted to reflect individual performance and internal equity. In January 2021, the Personnel Committee approved the 2021

long-term incentive award target amounts for each NEO. Mr. Denault’s target opportunity was increased in recognition of his strong performance and the Company’s significant achievements in 2020. This amount for each NEO 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% PUP, 20% stock options and 20% restricted stock.

NEOLong-Term Incentive Grant Date Value
Marcus V. Brown$1,507,328
Leo P. Denault$8,986,053
David D. Ellis$310,982
Haley R. Fisackerly$282,240
Laura R. Landreaux$266,557
Andrew S. Marsh$2,008,880
Phillip R. May, Jr.$371,053
Sallie T. Rainer$47,522
Deanna D. Rodriguez$258,603
Eliecer Viamontes$298,154
Roderick K. West$1,840,794

2021 Long-Term Incentive Award Mix

Long-Term Performance Units

The NEOs are issued performance unit awards under the PUP with payout opportunities established by the Personnel Committee at the beginning of each three-year performance period.

The PUP specifies a minimum, target and maximum achievement level, the achievement of which determines the number of performance units that may be earned by each participant. For the 2021 – 2023 PUP performance period, the Personnel Committee chose the performance measures and targets set forth below.

2021-2023 PUP Performance Period: Measures and Goals

Performance Measures**(1)**PUP Measure WeightGoals**(2)**
Relative TSR80%Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Percentile Maximum (200%) - Top Quartile
Adjusted FFO/Debt Ratio(3)20%Minimum (25%) - 14.5% Target (100%) - 15.5% Maximum (200%) - 17.0%

(1)Payouts for performance between achievement levels are calculated using straight-line interpolation, between minimum and target and between target and maximum, with no payouts for performance below the minimum achievement level with respect to the applicable performance measure, and payouts are capped at the maximum achievement level with respect to the applicable performance measure.

(2)No payout if the TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and the Adjusted FFO/Debt Ratio is below the minimum performance goal.

(3)Results for the Adjusted FFO/Debt Ratio will be adjusted to exclude the Pre-Determined Exclusions.

Performance Measures

Relative TSR:

  • The Personnel Committee chose relative TSR as a performance measure because it reflects the Company’s creation of shareholder value relative to other electric utilities included in the Philadelphia Utility Index over the performance period. By measuring performance in relation to an industry benchmark, this measure is intended to isolate and reward management for the creation of shareholder value that is not driven by events that affect the industry as a whole.

  • Minimum, target and maximum performance levels are determined by reference to the ranking of Entergy’s TSR in relation to the TSR of the companies in the Philadelphia Utility Index. The Personnel Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining relative TSR because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale.

Adjusted FFO/Debt Ratio:

  • In recent years, we have used two financial measures to determine awards under the PUP — a cumulative EPS measure and relative TSR. To emphasize the importance of strong credit for the long-term health of our business, for the 2021 – 2023 PUP performance period we replaced the EPS measure with a credit measure – Adjusted FFO/Debt Ratio.

  • The adjusted FFO/Debt ratio is the ratio of:  (i) adjusted funds from operations calculated as operating cash flow adjusted for allowance for funds used during construction, working capital and the effects of securitization revenue, and the Pre-Determined Exclusions; to (ii) total debt, excluding outstanding or pending securitization debt.

  • The Personnel Committee decided to use this ratio because it emphasizes financial stability, noting that a financially healthy utility creates the capacity to make investments on behalf of customers, addresses the needs of our communities, provides low-cost access to capital markets, and promotes employee confidence.

Stock Options and Restricted Stock

The Company grants stock options and shares of restricted stock as part of its long-term incentive award mix because it aligns the interests of the executive officers with long-term shareholder value, provides competitive compensation, and increases the executives’ ownership in Entergy’s common stock. Generally, stock options are granted with a maximum term of ten years and vest one-third on each of the first three anniversaries of the date of grant. The exercise price for each option granted in January 2021 was $95.87, which was the closing price of Entergy’s common stock on the date of grant. Shares of restricted stock vest one-third on each of the first three anniversaries of the date of grant, are paid dividends which are reinvested in shares of Entergy stock and have full voting rights. The dividend reinvestment shares are subject to forfeiture similar to the terms of the original grant.

2021 Long-Term Incentive Awards

In January 2021, the Personnel Committee granted the following PUP performance units, stock options and shares of restricted stock to each NEO. The number of performance units, options and shares of restricted stock were determined as discussed above under “Long-Term Incentive Compensation – Overview.”

Named Executive Officer2021 – 2023 Target PUP UnitsStock OptionsShares of Restricted Stock
Marcus V. Brown8,78421,9063,045
Leo P. Denault52,365130,60018,154
David D. Ellis(1)2,0563,490486
Haley R. Fisackerly1,6454,101570
Laura R. Landreaux1,5533,873539
Andrew S. Marsh11,70629,1964,059
Phillip R. May, Jr.2,1625,392750
Sallie T. Rainer(2)1,5533,873539
Deanna D. Rodriguez(3)1,301—1,235
Eliecer Viamontes1,7374,332603
Roderick K. West10,72726,7523,719

(1)Mr. Ellis’s target PUP units were increased in connection with his promotion in 2021.

(2)Ms. Rainer retired in 2021, and forfeited the 2021 – 2023 PUP units and shares of restricted stock granted to her in January 2021.

(3)As a new officer in 2021, Ms. Rodriguez received a pro-rated target PUP award for the 2021 – 2023 performance period. Stock options are only awarded to individuals who are officers at the time of grant. Ms. Rodriguez did not receive stock options in 2021 as she was not an officer at the time of grant.

All of the performance units, the shares of restricted stock and stock options granted to our NEOs in 2021 were granted pursuant to the 2019 OIP. The 2019 OIP requires both a change in control and an involuntary job loss without cause or a resignation by the NEO for good reason within 24 months following a change in control (a “double trigger”) for the acceleration of these awards upon a change in control.

Payouts for the 2019 – 2021 PUP Performance Period

In January 2019, the Personnel Committee chose relative TSR and Cumulative ETR Adjusted EPS as the performance measures for the 2019 – 2021 PUP performance period, with relative TSR weighted 80% and Cumulative ETR Adjusted EPS weighted 20%. Cumulative ETR Adjusted EPS, which adjusts Entergy’s as reported (GAAP) results to eliminate the impact of EWC and other non-routine items, was selected in 2019 as a performance measure because the committee wished to incentivize management to achieve steady, predictable earnings growth for the Company over the three-year performance period, and because it aligns with the earnings measure used to communicate the Company’s earnings expectations externally to investors. Similar to the way targets are established for the STI awards, targets for the Cumulative ETR Adjusted EPS performance measure were established by the Personnel Committee after the Board’s review of the Company’s strategic plan. These targets also exclude the effect of major storms, the resolution of certain unresolved regulatory litigation matters, changes in federal income tax law and unrealized gains or losses on equity securities. The payout was determined based on the achievement of the following performance goals established for both performance measures by the committee at the beginning of the performance period:

2019 – 2021 PUP Performance Period: Measure and Goals

Performance Measure**(1)**PUP Measure WeightPayout
Relative TSR80%Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Percentile Maximum (200%) - Top Quartile
Cumulative ETR Adjusted EPS ($)(2)20%Minimum (25%) - 14.94 Target (100%) - 16.60 Maximum (200%) - 18.26

(1)Payouts for performance between achievement levels are calculated using straight-line interpolation between minimum and target and between target and maximum, with no payouts for performance below the minimum achievement level and payouts are capped for performance at or above the maximum performance level.

(2)EPS targets were established to drive multi-year key growth measures consistent with those that were externally communicated to investors.

In January 2022, the Personnel Committee reviewed the Company’s TSR and the Cumulative ETR Adjusted EPS for the 2019 – 2021 PUP performance period in order to determine the payout to participants based upon the performance measures and range of potential payouts for the 2019 – 2021 PUP performance period as provided above. The committee compared the Company’s TSR against the TSR of the companies that were included in the Philadelphia Utility Index throughout the three-year performance period, which were:

AES CorporationEdison International
Ameren CorporationEversource Energy
American Electric Power Co. Inc.Exelon Corporation
American Water Works Company, Inc.FirstEnergy Corporation
CenterPoint Energy Inc.NextEra Energy, Inc.
Consolidated Edison Inc.PG&E Corporation
Dominion EnergyPublic Service Enterprise Group, Inc.
DTE Energy CompanySouthern Company
Duke Energy CorporationXcel Energy, Inc.

As recommended by the Finance Committee, the Personnel Committee concluded that Entergy Corporation’s relative TSR for the 2019 – 2021 PUP performance period was in the second quartile, and that Cumulative ETR Adjusted EPS was $17.44, yielding a payout of 120% of target for the NEOs.

Named Executive Officer2019 - 2021 TargetNumber of Shares Issued**(1)**Value of Shares Actually Issued**(2)**Grant Date Fair Value**(3)**
Marcus V. Brown9,38312,385$1,366,685$933,552
Leo P. Denault40,50853,648$5,900,194$4,030,303
David D. Ellis(4)1,5862,078$229,307$157,797
Haley R. Fisackerly1,4501,913$211,100$144,266
Laura R. Landreaux1,4501,913$211,100$144,266
Andrew S. Marsh11,86915,666$1,728,743$1,180,894
Phillip R. May, Jr.2,1502,837$313,063$213,912
Sallie T. Rainer(5)1,3691,792$197,747$136,207
Deanna D. Rodriguez(6)——$—$—
Eliecer Viamontes(7)9261,185$130,765$92,131
Roderick K. West10,07313,296$1,467,214$1,002,203

(1)Includes accrued dividends.

(2)Value determined based on the closing price of Entergy Corporation common stock on January 19, 2022 ($110.35), the date the Personnel Committee certified the 2019 – 2021 performance period results.

(3)Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules as reflected in the 2019 Summary Compensation Table.

(4)Mr. Ellis experienced a change in officer status in 2021, and accordingly, his target opportunity was increased for the 2019 – 2021 performance period.

(5)Ms. Rainer retired in 2021, and accordingly, received a pro-rated award opportunity for the 2019 – 2021 performance period.

(6)As a new officer in 2021, Ms. Rodriguez was not eligible to participate in the 2019 – 2021 performance period.

(7)As a new hire in 2020, Mr. Viamontes received a pro-rata target award opportunity for the 2019 – 2021 performance period.

Benefits and Perquisites

Entergy Corporation’s NEOs are eligible to participate in or receive the following benefits:

Plan TypeDescription
Retirement PlansEntergy Corporation-sponsored: Entergy Retirement Plan - a tax-qualified final average pay defined benefit pension plan that covers a broad group of employees hired before July 1, 2014. Cash Balance Plan - a tax-qualified cash balance defined benefit pension plan that covers a broad group of employees hired on or after July 1, 2014 and before January 1, 2021. Pension Equalization Plan - a non-qualified pension restoration plan for a select group of management or highly compensated employees who participate in the Entergy Retirement Plan. Cash Balance Equalization Plan - a non-qualified restoration plan for a select group of management or highly compensated employees who participate in the Cash Balance Plan. System Executive Retirement Plan - a non-qualified supplemental retirement plan for individuals who became executive officers before July 1, 2014. See “2021 Pension Benefits” for additional information regarding the operation of the plans described above.
Savings PlanEntergy Corporation-sponsored 401(k) Savings Plan that covers a broad group of employees.
Health & Welfare BenefitsMedical, dental and vision coverage, health care and dependent care reimbursement plans, life and accidental death and dismemberment insurance, business travel accident insurance, and long-term disability insurance. Eligibility, coverage levels, potential employee contributions, and other plan design features are the same for the NEOs as for the broad employee population.
2021 PerquisitesCorporate aircraft usage and annual mandatory physical exams. The NEOs who are members of the OCE do not receive tax gross ups on any benefits, except for relocation assistance. In 2021, the NEOs who are not members of the OCE also were provided with club dues, relocation assistance and tax gross up payments on these perquisites. For additional information regarding perquisites, see the “All Other Compensation” column in the 2021 Summary Compensation Table.
Deferred CompensationThe NEOs are eligible to defer up to 100% of their base salary and STI awards into the Entergy Corporation sponsored Executive Deferred Compensation Plan.
Executive Disability PlanEligible individuals who become disabled under the terms of the plan are eligible for 65% of the difference between their annual base salary and $276,923 (i.e. the annual base salary that produces the maximum $15,000 monthly disability payment under the general long-term disability plan).

Entergy Corporation provides these benefits to the NEOs as part of its effort to provide a competitive executive compensation program and because it believes that these benefits are important retention and recruitment tools since many of the companies with which it competes for executive talent provide similar arrangements to their senior executive officers.

Severance and Retention Arrangements

System Executive Continuity Plan

The Personnel 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 the NEOs, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Personnel Committee believes that these arrangements are important as recruitment and retention devices, as many of the companies with which Entergy Corporation competes for executive talent have similar arrangements in place for their senior employees.

To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan under which each of our NEOs is 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. Entergy strives to ensure that the benefits and payment levels under the System Executive Continuity Plan are consistent with market practices. Entergy’s 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.”

Restricted Stock Units

Restricted stock units granted under our 2019 OIP represent phantom shares of our common stock that have an economic value equivalent to one share of our common stock. Entergy Corporation occasionally grants restricted units for retention purposes, to offset forfeited compensation from a previous employer or for other limited purposes. If all conditions of the grant are satisfied, restrictions on the restricted units lift at the end of the restricted period and the restricted stock units are settled in shares of Entergy common stock. Restricted stock units are generally time-based awards for which restrictions lift, subject to continued employment, generally over a two- to five-year period.

In May 2021, the Personnel Committee granted Mr. Brown 14,216 restricted stock units. Mr. Brown’s award was made in recognition of Mr. Brown’s senior leadership role and direction as the Company’s Executive Vice President and General Counsel and to encourage retention of his leadership in light of his marketability as the Company’s General Counsel. The committee noted, based on the advice of its independent consultant, that such grants are an effective means for retention. Mr. Brown’s restricted stock units will vest in one installment on May 17, 2024 if he satisfies the vesting requirements. Mr. Brown will vest in a pro rata portion of his restricted stock units if his employment is terminated without cause or due to a disability or death prior to May 17, 2024. If during a change in control period (as defined in the 2019 OIP), Mr. Brown’s employment is terminated without cause or by Mr. Brown for good reason his restricted stock units will vest immediately.

Mr. Denault’s 2006 Retention Agreement

Entergy Corporation currently has a retention agreement with Leo Denault, Entergy’s Chief Executive Officer. In general, Mr. Denault’s retention agreement provides for certain payments and benefits in the event of his termination of employment by his Entergy employer other than for cause, by Mr. Denault for good reason (as defined in the retention agreement), or on account of his death or disability. For additional information about Mr. Denault’s retention agreement, see “Potential Payments Upon Termination or Change in Control – Mr. Denault’s 2006 Retention Agreement.” Mr. Denault’s retention agreement provided him additional years of service and permission to retire under the System Executive Retirement Plan (“SERP”) in the event his employment is terminated by his Entergy employer other than for cause (as defined in the retention agreement), by Mr. Denault for good reason, or on account of his death or disability. His retention agreement also provided that if he terminates employment for any other reason, he is entitled to up to an additional 15 years of service under the SERP only if his Entergy employer grants him permission to retire, subject to the overall 30-year cap on service credit under the

SERP. Mr. Denault’s retention agreement was entered into in 2006 when he was Entergy’s Chief Financial Officer and was designed to reflect the competition for chief financial officer talent in the marketplace at that time and the Personnel Committee’s assessment of the critical role this position played in executing the Company’s long-term financial and other strategic objectives. Based on the market data provided by the Company’s former independent compensation consultant, the committee, at the time the agreement was entered into, believed the benefits and payment levels under Mr. Denault’s retention agreement were consistent with market practices.

On May 7, 2021, Mr. Denault’s retention agreement was amended to align the permission requirements of his retention agreement with those of the SERP. Generally, SERP participants who separate from employment with an Entergy system company prior to age 65 are required to obtain permission to retire to receive their benefits. Permission is not required after age 65. Prior to the amendment, Mr. Denault’s retention agreement required him to obtain permission to retire even after age 65 to receive the 15 additional years of service under the SERP provided by the retention agreement. With the amendment, Mr. Denault no longer needs such post-age-65 permission to retire to receive the 15 additional years of service under the SERP. The amendment does not change the requirement that Mr. Denault obtain permission to retire before age 65 to receive his SERP benefits.

Non-Qualified Pension Plan Modifications

On November 2, 2021, we entered into an agreement with Leo Denault that: (i) amends the Pension Equalization Plan (“PEP”) to terminate his participation in that plan; and (ii) provides that when he terminates employment with the Company the benefit payable to him or his surviving spouse under the SERP will be frozen and determined as if Mr. Denault separated from the Company as of November 30, 2021 (including the use of compensation, service and actuarial assumptions applicable to separations as of such date). As a result of the agreement and the amendment to the SERP, the SERP benefits payable to Mr. Denault are fixed at $37,025,593 and will not change due to any changes in his compensation, service or actuarial assumptions. Except as amended, benefits payable to Mr. Denault (or his surviving spouse, if applicable) under the SERP will otherwise generally continue to be subject to the provisions of the SERP (including applicable forfeiture conditions) and Mr. Denault’s retention agreement. Based on the advice of its independent compensation consultant, the Personnel Committee approved these modifications to the PEP and SERP to ensure the SERP remains an important retention tool for Entergy’s Chief Executive Officer while mitigating future risk of cost volatility of the SERP benefit through a freeze.

Risk Mitigation and Other Pay Practices

Entergy Corporation strives to ensure that its compensation philosophy and practices are in line with the best practices of companies in its industry as well as other companies in the S&P 500. Some of these practices include the following:

Clawback Provisions

Under the clawback policy, all incentives paid to all individuals subject to Section 16 of the Exchange Act, including all of the NEOs, are required to be reimbursed where:

  • the payment was based on the achievement of certain financial results that were subsequently determined to be the subject of a material restatement other than a restatement due to changes in accounting policy; or a material miscalculation of a performance award occurs, whether or not the financial statements were restated and, in either case, a lower payment would have been made to the executive officer based upon the restated financial results or correct calculation; or

  • in the Entergy Board of Directors’ view, the executive officer engaged in fraud that caused or partially caused the need for a restatement or caused a material miscalculation of a performance award, in each case, whether or not the financial statements were restated.

The amount required to be reimbursed is equal to the excess of the gross incentive payment made over the gross payment that would have been made if the original payment had been determined based on the restated financial results or correct calculation. In addition, Entergy Corporation will seek to recover any compensation received by its Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under Sarbanes-Oxley following a material restatement of Entergy Corporation’s financial statements.

Stock Ownership Guidelines and Share Retention Requirements

Entergy Corporation requires their NEOs to own Entergy stock to further align their interests with Entergy’s shareholders’ interests. Annually, the Personnel Committee monitors the executive officers’ compliance with these guidelines with all of the NEOs satisfying the applicable ownership guidelines at that time. The ownership guidelines are as follows:

The ownership guidelines are as follows:

RoleValue of Common Stock to be Owned
Chief Executive Officer6 x base salary
Executive Vice Presidents3 x base salary
Senior Vice Presidents2 x base salary
Vice Presidents1 x base salary

Further, to facilitate compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:

  • all net after-tax shares paid out under the PUP;

  • all net after-tax shares of our restricted stock and all net after-tax shares received upon the vesting of restricted stock units; and

  • at least 75% of the after-tax net shares received upon the exercise of Entergy Corporation stock options.

Trading Controls

Executive officers, including the NEOs, are required to receive permission from the Company’s General Counsel or his designee prior to entering into any transaction involving Company securities, including gifts, other than an exercise of employee stock options that is not funded through a sale in the market. Trading is generally permitted only during specified open trading windows beginning shortly after the release of earnings. Employees who are subject to trading restrictions, including the NEOs, may enter into trading plans under Rule 10b5-1 of the Exchange Act, but these trading plans or any amendment to an existing plan may be entered into only during an open trading window and must be approved by the Company. An NEO bears full responsibility if he or she violates Company policy by buying or selling shares without pre-approval or when trading is restricted.

Entergy Corporation also prohibits directors and executive officers, including the NEOs, from pledging any Entergy Corporation securities or entering into margin accounts involving Entergy Corporation securities. Entergy Corporation prohibits these transactions because of the potential that sales of Entergy Corporation securities could occur outside trading periods and without the required approval of the General Counsel. In addition, Entergy Corporation prohibits directors and executive officers, including the NEOs, from engaging in any hedging transactions with respect to Entergy securities.

Compensation Consultant Independence

Annually, the Personnel Committee reviews the relationship with its compensation consultant to determine whether any conflicts of interest exist that would prevent Pay Governance from independently advising the Personnel Committee. When assessing the independence of its compensation consultant 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 committee has a business relationship with any member of the committee or any of Entergy Corporation’s executive officers;

  • Neither Pay Governance nor any of its principals own any shares of Entergy Corporation’s 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 Personnel Committee concluded that Pay Governance is independent in accordance with SEC and NYSE rules and that no conflicts of interest exist 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 Personnel Committee, and Entergy Corporation’s Board has adopted a policy that prohibits a compensation consultant from providing other services to it if the aggregate amount for those services would exceed $120,000 in any year. During 2021, Pay Governance did not provide any services to Entergy Corporation other than the services it performed on behalf of the Personnel and Corporate Governance Committees, and it worked with Entergy Corporation’s management only as directed by the committees.

PERSONNEL COMMITTEE REPORT

The Personnel Committee Report included in the 2022 Entergy Proxy Statement is incorporated by reference, but will not be deemed to be “filed” in this Annual Report on Form 10-K. None of the Registrant Subsidiaries has a compensation committee or other board committee performing equivalent functions. The board of directors of each of the Registrant Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Registrant Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Registrant Subsidiaries.

EXECUTIVE COMPENSATION TABLES

2021 Summary Compensation Tables

The following table summarizes the total compensation paid or earned by each of the NEOs for the fiscal year ended December 31, 2021, and to the extent required by SEC executive compensation disclosure rules, the fiscal years ended December 31, 2020 and 2019. For information on the principal positions held by each of the NEOs, see Item 10, “Directors, Executive Officers, and Corporate Governance of the Registrants.”

The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. For additional information regarding the material terms of the awards reported in the following tables, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and Analysis.”

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Name and Principal Position (1)YearSalary (2)BonusStock Awards (3)Option Awards (4)Non-Equity Incentive Plan Compen-sation (5)Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (6)All Other Compen-sation (7)TotalTotal Without Change in Pension Value (8)
Marcus V. Brown2021$705,286$—$2,752,829$268,787$852,840$491,400$60,135$5,131,277$4,639,877
Executive Vice President and2020$709,688$—$1,626,512$327,172$662,400$1,746,000$78,631$5,150,403$3,404,403
General Counsel -2019$661,563$—$1,248,839$297,182$684,573$1,455,300$69,955$4,417,412$2,962,112
Entergy Corp.
Leo P. Denault2021$1,289,538$—$7,383,591$1,602,462$2,457,000$4,178,300$319,164$17,230,055$13,051,755
Chairman of the2020$1,308,462$—$6,716,017$1,350,986$2,116,800$4,416,700$289,632$16,198,597$11,781,897
Board and CEO -2019$1,260,000$—$5,391,253$1,282,994$2,416,680$3,704,500$208,822$14,264,249$10,559,749
Entergy Corp.
David D. Ellis2021$381,971$—$320,279$42,822$228,225$31,300$24,408$1,029,005$997,705
Former CEO -2020$331,803$—$219,889$36,640$164,955$32,200$19,323$804,810$772,610
Entergy New Orleans2019$311,004$—$188,861$39,104$159,804$18,000$15,267$732,040$714,040
Haley R. Fisackerly2021$396,604$—$231,921$50,319$216,186$190,000$41,723$1,126,753$936,753
CEO - Entergy2020$384,848$—$252,819$49,235$232,737$836,200$48,101$1,803,940$967,740
Mississippi2019$373,313$—$197,780$51,584$274,570$644,700$37,897$1,579,844$935,144
Laura R. Landreaux2021$350,660$—$219,035$47,522$220,093$125,000$20,683$982,993$857,993
CEO - Entergy2020$323,907$—$252,819$49,235$167,153$330,700$26,698$1,150,512$819,812
Arkansas2019$314,407$—$188,861$42,432$263,523$228,700$26,536$1,064,459$835,759
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Name and Principal Position (1)YearSalary (2)BonusStock Awards (3)Option Awards (4)Non-Equity Incentive Plan Compen-sation (5)Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (6)All Other Compen-sation (7)TotalTotal Without Change in Pension Value (8)
Andrew S. Marsh2021$705,286$—$1,650,645$358,235$906,143$213,000$56,018$3,889,327$3,676,327
Executive Vice2020$704,692$—$2,053,717$413,105$703,800$2,054,000$77,741$6,007,055$3,953,055
President and CFO -2019$641,923$—$1,579,663$375,914$712,400$1,554,300$69,863$4,934,063$3,379,763
Entergy Corp.,
Entergy Arkansas,
Entergy Louisiana,
Entergy Mississippi,
Entergy New
Orleans,
Entergy Texas
Phillip R. May, Jr.2021$413,752$—$304,893$66,160$333,205$2,000$25,261$1,145,271$1,143,271
CEO - Entergy2020$416,677$—$371,882$83,585$284,881$1,072,100$28,836$2,257,961$1,185,861
Louisiana2019$389,016$—$294,183$77,376$407,922$877,100$28,297$2,073,894$1,196,794
Sallie T. Rainer2021$344,453$—$219,035$47,522$127,949$479,100$28,151$1,246,210$767,110
Former CEO -2020$369,133$—$252,819$49,235$175,713$663,100$33,383$1,543,383$880,283
Entergy Texas2019$344,722$—$197,780$51,584$219,069$617,200$37,361$1,467,716$850,516
Deanna D. Rodriguez2021$314,450$—$339,833$—$144,662$144,900$59,161$1,003,006$858,106
CEO - Entergy
New Orleans
Eliecer Viamontes2021$324,120$—$245,000$53,154$134,793$22,300$102,190$881,557$859,257
CEO - Entergy
Texas
Roderick K. West2021$748,087$—$1,512,547$328,247$844,277$77,500$75,540$3,586,198$3,508,698
Group President2020$754,742$—$1,804,816$363,022$673,314$1,976,400$59,730$5,632,024$3,655,624
Utility Operations -2019$709,023$—$1,340,679$319,039$674,742$1,604,100$67,191$4,714,774$3,110,674
Entergy Corp.

(1)Ms. Rodriguez was named Chief Executive Officer, Entergy New Orleans in May 2021, and Mr. Viamontes was named Chief Executive Officer, Entergy Texas in November 2021.

(2)The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2020 base salary amounts include an amount attributable to an extra pay period that occurred in 2020 as the NEOs are paid on a bi-weekly basis. The 2021 changes in base salaries noted in the CD&A were effective in April 2021, except where otherwise indicated.

(3)The amounts in column (e) represent the aggregate grant date fair value of restricted stock and performance units granted under the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the “2015 EOP”) and the 2019 OIP (together with the 2015 EOP, the “Equity Plans”), each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock, restricted stock units, and the portion of the performance units with vesting based on the Adjusted FFO/Debt Ratio is based on the closing price of Entergy Corporation common stock on the date of grant. The grant date fair value of the portion of the performance units with vesting based on the TSR was measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period

preceding the grant date. The performance units in the table are also valued based on the probable outcome of the applicable performance condition at the time of grant. The maximum value of shares that would be received if the highest achievement level is attained with respect to both the TSR and Adjusted FFO/Debt Ratio, for performance units granted in 2021 are as follows: Mr. Brown, $1,684,244; Mr. Denault, $10,040,465; Mr. Ellis, $465,928; Mr. Fisackerly, $315,412; Ms. Landreaux $297,772; Mr. Marsh, $2,244,508; Mr. May, $414,542; Ms. Rodriguez $345,515; Mr. Viamontes $333,052; and Mr. West, $2,056,795. Ms. Rainer retired in 2021 and forfeited the 2021 - 2023 PUP units and shares of restricted stock granted to her in January 2021.

(4)The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the Equity Plans calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.

(5)The amounts in column (g) for 2020 and 2021 represent STI award cash payments made under the 2019 OIP, and the amounts for 2019 represent the cash payments made under the annual incentive program.

(6)For all NEOs, the amounts in column (h) include the annual actuarial increase in the present value of these NEOs’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements and include amounts which the NEOs may not currently be entitled to receive because such amounts are not vested (see “2021 Pension Benefits”). None of the increases for any of the NEOs is attributable to above-market or preferential earnings on non-qualified deferred compensation.

(7)The amounts in column (i) for 2021 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the NEOs; (b) dividends paid on restricted stock when vested; (c) life insurance premiums; (d) tax gross up payments on club dues; and (e) perquisites and other compensation as described further below. The amounts are listed in the following table:

Named Executive OfficerCompany Contribution – Savings PlanDividends Paid on Restricted StockLife Insurance PremiumTax Gross Up PaymentsPerquisites and Other CompensationTotal
Marcus V. Brown$12,180$30,184$11,484$—$6,287$60,135
Leo P. Denault$12,180$107,961$11,484$—$187,539$319,164
David D. Ellis$17,400$1,618$915$101$4,374$24,408
Haley R. Fisackerly$12,180$5,032$5,883$4,952$13,676$41,723
Laura R. Landreaux$—$6,358$1,173$4,225$8,927$20,683
Andrew S. Marsh$12,180$33,989$9,849$—$—$56,018
Phillip R. May, Jr.$12,180$6,837$6,151$93$—$25,261
Sallie T. Rainer$12,180$5,032$2,301$2,327$6,311$28,151
Deanna D. Rodriguez$12,350$6,742$1,364$7,920$30,785$59,161
Eliecer Viamontes$18,127$—$647$16,084$67,332$102,190
Roderick K. West$12,672$31,895$3,997$—$26,976$75,540

(8)In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. 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. 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. 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 Entergy Corporation’s performance and are outside of the control of the Personnel Committee.

Perquisites and Other Compensation

The amounts set forth in column (i) also include perquisites and other personal benefits that Entergy Corporation provides to its NEOs as part of providing a competitive executive compensation program and for employee retention. The following perquisites were provided to the NEOs in 2021.

Named Executive OfficerRelocationPersonal Use of Corporate AircraftClub DuesExecutive Physical Exams
Marcus V. BrownXX
Leo P. DenaultXX
David D. EllisXX
Haley R. FisackerlyXX
Laura R. LandreauxX
Andrew S. MarshX
Phillip R. May, Jr.
Sallie T. RainerX
Deanna D. RodriguezXX
Eliecer ViamontesX
Roderick K. WestXX

For security and business reasons, Entergy Corporation’s Chief Executive Officer is permitted to use its corporate aircraft for personal use at the expense of Entergy Corporation. The other NEOs may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation’s Chief Executive Officer. Annually, the Personnel Committee reviews the level of usage. Entergy Corporation believes that its officers’ ability to use its plane for limited personal use saves time and helps to ensure their personal health and safety in light of the ongoing pandemic, in addition to providing them additional security while traveling, thereby benefiting the Company. The amounts included in column (i) for the personal use of corporate aircraft, reflect the incremental cost to Entergy Corporation for use of the corporate aircraft, determined on the basis of the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications, and fees, including flight planning, ground handling, and landing permits. The aggregate incremental aircraft usage cost associated with Mr. Denault’s and Mr. West’s personal use of the corporate aircraft was $184,311 and $25,066, respectively, for fiscal year 2021. In addition, Entergy Corporation offers its executives comprehensive annual physical exams at Entergy Corporation’s expense.

Entergy Corporation also provides relocation benefits to a broad base of employees which include assistance with moving expenses, transportation of household goods and in certain circumstances, assistance with the sale of the employee’s home. In connection with employment, and in accordance with its relocation policies, Entergy Corporation paid $37,452 and $83,323 in relocation expense for Ms. Rodriguez and Mr. Viamontes, respectively, in 2021. The relocation assistance amounts reported above represent the amount paid to Entergy’s relocation service provider or Ms. Rodriguez and Mr. Viamontes, as applicable. If Ms. Rodriguez or Mr. Viamontes separates from the Company prior to the two year anniversary of their promotion, certain of Ms. Rodriguez and Mr. Viamontes relocation benefits are subject to forfeiture.

None of the other perquisites referenced above exceeded $25,000 for any of the other NEOs.

2021 Grants of Plan-Based Awards

The following table summarizes award grants during 2021 to the NEOs.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)Estimated Future Payouts under Equity Incentive Plan Awards (2)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
NameGrant DateThresh-oldTargetMaximumThresh-oldTargetMaximumAll Other Stock Awards: Number of Shares of Stock or UnitsAll Other Option Awards: Number of Securities Under-lying OptionsExercise or Base Price of Option AwardsGrant Date Fair Value of Stock and Option Awards
($)($)($)(#)(#)(#)(#) (3)(#) (4)($/Sh)($) (5)
Marcus V.1/28/21$-$568,560$1,137,120
Brown1/28/212,1968,78417,568$946,617
1/28/213,045$291,924
5/17/2114,216(6)
1/28/2121,906$95.87$268,787
Leo P.1/28/21$-$1,820,000$3,640,000
Denault1/28/2113,09152,365104,730$5,643,167
1/28/2118,154$1,740,424
1/28/21130,600$95.87$1,602,462
David D.1/28/21$-$249,000$498,000
Ellis(7)1/28/215142,0564,112$221,567
5/9/2160238476$38,588
5/9/2134136272$13,531
1/28/21486$46,593
1/28/213,490$95.87$42,822
Haley R.1/28/21$-$159,956$319,912
Fisackerly1/28/214111,6453,290$177,275
1/28/21570$54,646
1/28/214,101$95.87$50,319
Laura R.1/28/21$-$152,000$304,000
Landreaux1/28/213881,5533,106$167,361
1/28/21539$51,674
3,873$95.87$47,522
Andrew S.1/28/21$-$604,095$1,208,190
Marsh1/28/212,92711,70623,412$1,261,509
1/28/214,059$389,136
1/28/2129,196$95.87$358,235
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)Estimated Future Payouts under Equity Incentive Plan Awards (2)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
NameGrant DateThresh-oldTargetMaximumThresh-oldTargetMaximumAll Other Stock Awards: Number of Shares of Stock or UnitsAll Other Option Awards: Number of Securities Under-lying OptionsExercise or Base Price of Option AwardsGrant Date Fair Value of Stock and Option Awards
($)($)($)(#)(#)(#)(#) (3)(#) (4)($/Sh)($) (5)
Phillip R.1/28/21$-$250,157$500,314
May, Jr.1/28/215412,1624,324$232,990
1/28/21750$71,903
1/28/215,392$95.87$66,160
Sallie T.1/28/21$-$147,790$295,580
Rainer(8)1/28/213881,5533,106$167,361
1/28/21539$51,674
1/28/213,873$95.87$47,522
Deanna D.1/28/21$-$132,000$264,000
Rodriguez(7)1/28/213251,3012,602$140,204
5/9/211255011,002$81,230
1/28/211,235$118,399
1/28/21—$95.87$—
Eliecer1/28/21$-$136,000$272,000
Viamontes1/28/214341,7373,474$187,190
1/28/21603$57,810
1/28/214,332$95.87$53,154
Roderick K.1/28/21$-$603,055$1,206,110
West1/28/212,68210,72721,454$1,156,006
1/28/213,719$356,541
1/28/2126,752$95.87$328,247

(1)The amounts in columns (c), (d), and (e) represent minimum, target, and maximum payment levels under the STI program. The actual amounts awarded are reported in column (g) of the 2021 Summary Compensation Table.

(2)The amounts in columns (f), (g), and (h) represent the minimum, target, and maximum payment levels under the PUP. Performance under the program is measured by Entergy Corporation’s TSR relative to the TSR of the companies included in the Philadelphia Utility Index and Adjusted FFO/Debt Ratio with TSR weighted eighty percent and Adjusted FFO/Debt Ratio weighted twenty percent. There is no payout under the program if Entergy Corporation’s TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and Adjusted FFO/Debt Ratio is below the minimum performance goal. Subject to the achievement of performance targets, each unit will be converted into one share of Entergy Corporation’s common stock on the last day of the performance period (December 31, 2023). Accrued dividends on the shares earned will also be paid in Entergy Corporation common stock.

(3)The amounts in column (i) represent shares of restricted stock granted under the 2019 OIP. Shares of restricted stock vest one-third on each of the first through third anniversaries of the grant date, have voting rights, and accrue dividends during the vesting period.

(4)The amounts in column (j) represent options to purchase shares of Entergy Corporation’s common stock granted under the 2019 OIP. The options vest one-third on each of the first through third anniversaries of the grant date and have a ten-year term from the date of grant.

(5)The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable outcome of the applicable performance conditions. See Notes 3 and 4 to the 2021 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

(6)In May 2021, Mr. Brown was awarded 14,216 restricted stock units under the 2019 OIP. The restricted units will vest in one installment on May 17, 2024.

(7)Mr. Ellis’s and Ms. Rodriguez’s awards were modified in connection with their promotions in 2021.

(8)Ms. Rainer retired in 2021 and forfeited the 2021 - 2023 PUP units and shares of restricted stock granted to her in January 2021.

2021 Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each NEO, unexercised options, restricted stock that has not vested, and equity incentive plan awards outstanding as of December 31, 2021.

Option AwardsStock Awards
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned OptionsOption Exercise PriceOption Expiration DateNumber of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(#)(#)($)(#)($)(#)($)
Marcus V. Brown—21,906(1)$95.871/28/2031
9,52419,050(2)$131.721/30/2030
11,90611,907(3)$89.191/31/2029
13,500—$78.081/25/2028
8,784(4)$989,518
1,893(5)$213,218
3,045(6)$343,019
2,020(7)$227,553
1,179(8)$132,814
14,126(9)$1,519,294
Option AwardsStock Awards
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned OptionsOption Exercise PriceOption Expiration DateNumber of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(#)(#)($)(#)($)(#)($)
Leo P. Denault—130,600(1)$95.871/28/2031
39,33078,660**(2)**$131.721/30/2030
102,80451,402**(3)**$89.191/31/2029
167,000—$78.081/25/2028
179,400—$70.531/26/2027
167,000—$70.561/28/2026
88,000—$89.901/29/2025
106,000—$63.171/30/2024
50,000—$64.601/31/2023
52,365**(4)**$5,898,917
7,816**(5)**$880,444
18,154**(6)**$2,045,048
8,337**(7)**$939,163
5,087**(8)**$573,051
David D. Ellis—3,490(1)$95.871/28/2031
1,0662,134(2)$131.721/30/2030
3,1331,567(3)$89.191/31/2029
2,056**(4)**$231,608
297**(5)**$33,457
486**(6)**$54,748
334(7)$37,625
167(8)$18,813
Haley R. Fisackerly—4,101(1)$95.871/28/2031
1,4332,867(2)$131.721/30/2030
2,0672,067(3)$89.191/31/2029
2,200—$78.081/25/2028
1,645(4)$185,309
238(5)$26,754
570(6)$64,211
500(7)$56,325
200(8)$22,530
Option AwardsStock Awards
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned OptionsOption Exercise PriceOption Expiration DateNumber of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(#)(#)($)(#)($)(#)($)
Laura R. Landreaux—3,873(1)$95.871/28/2031
1,4332,867**(2)**$131.721/30/2030
3,4001,700(3)$89.191/31/2029
1,553(4)$174,945
238(5)$26,754
539**(6)**$60,718
500**(7)**$56,325
167**(8)**$18,813
Andrew S. Marsh—29,196(1)$95.871/28/2031
12,02624,053**(2)**$131.721/30/2030
30,12115,061**(3)**$89.191/31/2029
49,000—$78.081/25/2028
44,000—$70.531/26/2027
45,000—$70.561/28/2026
24,000—$89.901/29/2025
35,000—$63.171/30/2024
32,000—$64.601/31/2023
10,000—$71.301/26/2022
11,706**(4)**$1,318,681
2,390**(5)**$269,234
4,059**(6)**$457,246
2,550**(7)**$287,258
1,491**(8)**$167,961
Phillip R. May, Jr.—5,392(1)$95.871/28/2031
2,4334,867(2)$131.721/30/2030
3,1003,100(3)$89.191/31/2029
3,300—$78.081/25/2028
2,162(4)$243,549
350(5)$39,428
750(6)$84,488
734(7)$82,685
300(8)$33,795
Option AwardsStock Awards
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned OptionsOption Exercise PriceOption Expiration DateNumber of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(#)(#)($)(#)($)(#)($)
Sallie T. Rainer—3,873(1)$95.871/28/2031
1,4332,867(2)$131.721/30/2030
6,200—$89.191/31/2029
4,400—$78.081/25/2028
2,600—$70.531/26/2027
145(5)$16,362
Deanna D. Rodriguez1,301**(4)**$146,558
125**(5)**$14,109
1,235(6)$139,123
567(7)$63,873
334(8)$37,625
Eliecer Viamontes—4,332(1)$95.871/28/2031
1,737**(4)**$195,673
231**(5)**$26,022
603(6)$67,928
667(10)$75,138
Roderick K. West—26,752(1)$95.871/28/2031
10,56821,137(2)$131.721/30/2030
12,78212,782(3)$89.191/31/2029
14,167—$78.081/25/2028
10,727**(4)**$1,208,397
2,100**(5)**$236,593
3,719(6)$418,945
2,241(7)$252,449
1,265(8)$142,502

(1)Consists of options granted under the 2019 OIP; 1/3 of the options vested on January 28, 2022 and 1/3 of the remaining options will vest on each of January 28, 2023 and January 28, 2024.

(2)Consists of options granted under the 2019 OIP; 1/2 of the options vested on January 30, 2022 and the remaining options will vest on January 30, 2023.

(3)Consists of options granted under the 2015 EOP that vested on January 31, 2022.

(4)Consists of performance units granted under the 2019 OIP that will vest on December 31, 2023 based on two performance measures- Entergy Corporation’s TSR performance and Adjusted FFO/Debt Ratio over the 2021 - 2023 performance period with TSR weighted eighty percent and Adjusted FFO/Debt Ratio weighted twenty percent, as described under “What Entergy Corporation Pays and Why - Long-Term Incentive Compensation - 2021 Long-Term Incentive Award Mix - Long-Term Performance Unit Program” in the CD&A.

(5)Consists of performance units granted under the 2019 OIP that will vest on December 31, 2023 based on two performance measures - Entergy Corporation’s TSR performance and Cumulative ETR Adjusted EPS over the 2020 - 2022 performance period with TSR weighted eighty percent and Cumulative ETR Adjusted EPS weighted twenty percent.

(6)Consists of shares of restricted stock granted under the 2019 OIP; 1/3 of the shares of restricted stock vested on January 28, 2022 and 1/3 of the remaining shares will vest on each of January 28, 2023 and January 28, 2024.

(7)Consists of shares of restricted stock granted under the 2019 OIP; 1/3 of the shares of restricted stock vested on January 30, 2022 and the remaining shares of restricted stock will vest on January 30, 2023.

(8)Consists of shares of restricted stock granted under the 2015 EOP that vested on January 31, 2022.

(9)Consists of restricted stock units granted under the 2019 OIP which will vest on May 17, 2024.

(10)Consists of restricted stock units granted under the 2019 OIP; 1/2 of the restricted stock units vested on January 20, 2022 and the remaining restricted stock units will vest on January 20, 2023.

2021 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during 2021 for the NEOs.

Options AwardsStock Awards
(a)(b)(c)(d)(e)
NameNumber of Shares Acquired on ExerciseValue Realized on ExerciseNumber of Shares Acquired on VestingValue Realized on Vesting (1)
(#)($)(#)($)
Marcus V. Brown—$—16,557$1,763,143
Leo P. Denault—$—69,093$7,385,433
David D. Ellis—$—2,429$262,835
Haley R. Fisackerly—$—2,683$284,394
Laura R. Landreaux—$—2,797$295,182
Andrew S. Marsh4,000$86,11820,522$2,190,324
Phillip R. May, Jr.—$—3,909$415,080
Sallie T. Rainer—$—2,562$270,993
Deanna D. Rodriguez—$—1,021$97,052
Eliecer Viamontes—$—1,518$162,507
Roderick K. West—$—17,751$1,890,564

(1)Represents the value of performance units for the 2019 – 2021 performance period (payable solely in shares based on the closing stock price of Entergy Corporation on the date of vesting) under the PUP and the vesting of restricted stock and restricted units in 2021.

2021 Pension Benefits

The following table shows the present value as of December 31, 2021, of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions set forth in Note 11 to the financial statements. Additional information regarding these retirement plans follows this table.

NamePlan NameNumber of Years Credited ServicePresent Value of Accumulated BenefitPayments During 2021
Marcus V. Brown(1)System Executive Retirement Plan26.74$8,325,300$—
Entergy Retirement Plan26.74$1,440,500$—
Leo P. Denault (1)(2)(3)System Executive Retirement Plan30.00$34,861,100$—
Entergy Retirement Plan22.83$1,295,500$—
David D. EllisCash Balance Equalization Plan3.06$30,700$—
Cash Balance Plan3.06$51,400$—
Haley R. Fisackerly(1)System Executive Retirement Plan26.08$2,490,500$—
Entergy Retirement Plan26.08$1,287,600$—
Laura R. LandreauxPension Equalization Plan14.48$362,400$—
Entergy Retirement Plan14.48$598,300$—
Andrew S. MarshSystem Executive Retirement Plan23.37$6,742,300$—
Entergy Retirement Plan23.37$958,100$—
Phillip R. May, Jr. (1)(3)System Executive Retirement Plan30.00$3,699,000$—
Entergy Retirement Plan35.56$1,877,700$—
Sallie T. Rainer (1)(3)System Executive Retirement Plan30.00$2,317,300$—
Entergy Retirement Plan37.00$2,102,600$—
Deanna D. Rodriguez(1)Pension Equalization Plan5.74$721,700$—
Entergy Retirement Plan5.74$1,443,800$—
Eliecer ViamontesCash Balance Equalization Plan1.95$11,100$—
Cash Balance Plan1.95$23,300$—
Roderick K. WestSystem Executive Retirement Plan22.75$7,718,800$—
Entergy Retirement Plan22.75$1,020,200$—

(1)As of December 31, 2021, Mr. Brown, Mr. Denault, Mr. Fisackerly, Mr. May, and Ms. Rodriguez were retirement eligible. Ms. Rainer retired in November 2021.

(2)In 2021, the Company entered into an agreement with Mr. Denault and amended the PEP and the SERP, pursuant to which the benefit payable to Mr. Denault (or to his surviving spouse) under the SERP if he separates from employment with the Company is fixed and will be determined as if such separation from employment occurred as of November 30, 2021 (including the use of final average monthly compensation, service and actuarial assumptions applicable to separations as of such date). The amendment to the PEP terminated Mr. Denault’s participation in this plan. See further discussion of this agreement at “What Entergy Corporation Pays and Why – Severance and Retention Arrangements - Non-Qualified Pension Plan Modifications” in the CD&A.

(3)Service under the SERP is granted from the date of hire. Service under the qualified Entergy Retirement Plan is granted from the later of the date of hire or the plan participation date. The SERP amounts reflected in the

table for Mr. Denault, Mr. May and Ms. Rainer are calculated based on 30 years of service pursuant to the terms of the SERP.

Retirement Benefits

The tables below contain summaries of the pension benefit plans sponsored by Entergy Corporation that the NEOs participated in during 2021. Benefits for the NEOs who participate in these plans are determined using the same formulas as for other eligible employees.

Qualified Retirement Benefits

Entergy Retirement PlanCash Balance Plan
Eligible Named Executive OfficersMarcus V. Brown Haley R. Fisackerly Leo P. Denault Andrew S. Marsh Laura R. LandreauxPhillip R. May, Jr. Sallie T. Rainer Deanna D. Rodriguez Roderick K. WestDavid D. Ellis Eliecer Viamontes
EligibilityNon-bargaining employees hired before July 1, 2014Non-bargaining employees hired on or after July 1, 2014 and before January 1, 2021.
VestingA 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 RetirementBenefits are payable as an annuity. For employees who separate from service on or after January 1, 2018, a single lump sum distribution may be elected by the participant if eligibility criteria are met.Benefits are payable as an annuity or single lump sum distribution.
Retirement Benefit FormulaBenefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (FAME) multiplied by years of service (not to exceed 40). “Earnings” for the purpose of calculating FAME generally includes the employee’s base salary and eligible annual incentive awards subject to Internal Revenue Code limitations, and excludes all other bonuses. Executive annual incentive awards are not eligible for inclusion in Earnings under this plan. FAME is calculated using the employee’s average monthly Earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month period immediately preceding the employee’s retirement and includes up to 5 eligible annual incentive awards paid during the 60 month period.The normal retirement benefit at age 65 is determined by converting the sum of an employee’s annual pay credits and his or her annual interest credits, into an actuarially equivalent annuity. Pay credits ranging from 4-8% of an employee’s eligible Earnings are allocated annually to a notional account for the employee based on an employee’s age and years of service. Earnings for purposes of calculating an employee’s pay credit include the employee’s base salary and annual incentive awards subject to Internal Revenue Code limitations and exclude all other bonuses. Executive annual incentive awards are eligible for inclusion in Earnings under this plan. Interest credits are calculated based upon the annual rate of interest on 30-year U.S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year subject to a minimum rate of 2.6% and a maximum rate of 9%.
Entergy Retirement PlanCash Balance Plan
Benefit TimingNormal retirement age under the plan is 65. A reduced terminated vested benefit may be commenced as early as age 55. The amount of this benefit is determined by reducing the normal retirement benefit by 7% per year for the first 5 years commencement precedes age 65, and 6% per year for each additional year commencement precedes age 65. A subsidized early retirement benefit may be commenced by employees who are at least age 55 with 10 years of service at the time they separate from service. The amount of this benefit is determined by reducing the normal retirement benefit by 2% per year for each year that early retirement precedes age 65.Normal retirement age under the plan is 65. A vested cash balance benefit can be commenced as early as the first day of the month following separation from service. The amount of the benefit is determined in the same manner as the normal retirement benefit described above in the “Retirement Benefit Formula” section.

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 Cash Balance Equalization Plan, and the SERP. Each of these plans is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. In these plans, as described below, 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 earlier 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.

Pension Equalization PlanCash Balance Equalization PlanSystem Executive Retirement Plan
Eligible Named Executive OfficersMarcus V. Brown Haley R. Fisackerly Laura R. Landreaux Andrew S. MarshPhillip R. May, Jr. Sallie T. Rainer Deanna D. Rodriguez Roderick K. WestDavid D. Ellis Eliecer ViamontesMarcus V. Brown Haley R. Fisackerly Leo P. Denault Andrew S. MarshPhillip R. May, Jr. Sallie T. Rainer Roderick K. West
EligibilityManagement or highly compensated employees who participate in the Entergy Retirement PlanManagement or highly compensated employees who participate in the Cash Balance PlanCertain individuals who became executive officers before July 1, 2014
Form of Payment Upon RetirementSingle lump sum distributionSingle lump sum distributionSingle lump sum distribution
Pension Equalization PlanCash Balance Equalization PlanSystem Executive Retirement Plan
Retirement Benefit FormulaBenefits generally are equal to the actuarial present value of the difference between (1) the amount that would have been payable as an annuity under the Entergy Retirement Plan, including executive annual incentive awards as eligible earnings and without applying limitations of the Internal Revenue Code of 1986, as amended (the “Code”) on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and (2) the amount actually payable as an annuity under the Entergy Retirement Plan. Executive annual incentive awards are taken into account as eligible earnings under this plan.Benefits generally are equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for the Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan.Benefits generally are equal to the actuarial present value of a specified percentage, based on the participant’s years of service (including supplemental service granted under the plan) and management level of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s base salary and annual incentive plan award for the 3 highest years during the last 10 years preceding separation from service), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit.
Benefit timingPayable at age 65 Benefits payable prior to age 65 are subject to the same reduced terminated vested or early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above. An employee with supplemental credited service who terminates employment prior to age 65 must receive prior written consent of the Entergy employer in order to receive the portion of their benefit attributable to their supplemental credited service agreement. Benefits payable upon separation from service subject to the 6 month delay required under the Code Section 409A.Payable upon separation from service subject to 6 month delay required under the 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. Benefits payable upon separation from service subject to the 6 month delay required under Internal Revenue Code Section 409A.

Additional Information

(1)Effective July 1, 2014, (a) no new grants of supplemental service may be provided to participants in the PEP; (b) supplemental credited service granted prior to July 1, 2014 was grandfathered; and (c) participants in Entergy Corporation’s Cash Balance Plan are not eligible to participate in the PEP and instead may be eligible to participate in the Cash Balance Equalization Plan.

(2)Benefits accrued under the SERP, PEP, and Cash Balance Equalization Plan, if any, will become fully vested if a participant is involuntarily terminated without cause or terminates his or her employment for good reason in connection with a change in control with payment generally made in a lump-sum payment as soon as reasonably practicable following the first day of the month after the termination of employment, unless delayed 6 months under Internal Revenue Code Section 409A.

(3)The SERP was closed to new executive officers effective July 1, 2014.

(4)Ms. Rainer retired in November 2021. It is anticipated that her SERP lump sum benefit will be paid in 2022.

2021 Non-qualified Deferred Compensation

As of December 31, 2021, Mr. May had a deferred account balance under a frozen Defined Contribution Restoration Plan. The amount is deemed invested, as chosen by Mr. May, in certain T. Rowe Price investment funds that are also available to the participant under the Savings Plan. Mr. May has elected to receive the deferred account balance after he retires. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees’ deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Internal Revenue Code.

Defined Contribution Restoration Plan

NameExecutive Contributions in 2021Registrant Contributions in 2021Aggregate Earnings in 2021**(1)**Aggregate Withdrawals/DistributionsAggregate Balance at December 31, 2021
(a)(b)(c)(d)(e)(f)
Phillip R. May, Jr.$—$—$629$—$3,696

(1)Amounts in this column are not included in the Summary Compensation Table.

2021 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.

Change in Control

Under the System Executive Continuity Plan (the “Continuity Plan”), executive officers, including each of the NEOs, are eligible to receive the severance benefits described below if their employment is terminated by their Entergy System employer other than for cause or if they terminate their employment for good reason during a period beginning with a potential change in control and ending 24 months following the effective date of a change in control (a “Qualifying Termination”). A participant will not be eligible for benefits under the Continuity Plan if such participant: accepts employment with Entergy Corporation or any of its subsidiaries; elects to receive the benefits of another severance or separation program; removes, copies or fails to return any property belonging to Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision (which generally runs for two years but extends to three years if permissible under applicable law). Entergy Corporation does not have any plans or agreements that provide for payments or benefits to any of the NEOs solely upon a change in control.

In the event of a Qualifying Termination, the executive officers, including the NEOs, generally would receive the benefits below:

Compensation ElementPayment
Severance*A lump sum severance payment equal to a multiple of the sum of: (a) the participant’s annual base salary as in effect at any time within one year prior to the commencement of a change in control period or, if higher, immediately prior to a circumstance constituting good reason, plus (b) the participant’s STI, calculated using the average annual target opportunity derived under the STI program for the two calendar years immediately preceding the calendar year in which termination occurs.
Performance Units**For outstanding performance units, participants would receive a number of shares of Entergy common stock equal to the greater of (1) the target number of performance units subject to the performance unit agreement or (2) the number of units that would vest under the performance unit agreement calculated based on Company performance through the participant’s termination date, in either case pro-rated based on the portion of the performance period that occurs through the termination date.
Equity AwardsAll unvested stock options, shares of restricted stock and restricted stock units will vest immediately upon a Qualifying Termination pursuant to the terms of Entergy’s equity plans.
Retirement BenefitsBenefits already accrued under the SERP, PEP and Cash Balance Equalization Plan, if any, will become fully vested.
Welfare BenefitsParticipants who are not retirement-eligible would be eligible to receive Entergy-subsidized COBRA benefits for a period ranging from 12 to 18 months.
  • Cash severance payments are capped at 2.99 times the sum of (a) an executive’s annual base salary, plus (b) the higher of his or her actual STI payment under the STI program for the two calendar years immediately preceding the calendar year in which termination occurs. Any cash severance payments to be paid under the Continuity Plan in excess of this cap will be forfeited by the participant.

** See “Mr. Denault’s 2006 Retention Agreement” for a description of how Mr. Denault’s performance units would be calculated in the event of a Qualifying Termination.

To protect shareholders and Entergy Corporation’s business model, executives are required to comply with non-compete, non-solicitation, confidentiality and non-denigration provisions. If an executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision, he or she will be required to repay any benefits previously received under the Continuity Plan.

For purposes of the Continuity Plan the following events are generally defined as:

  • Change in Control**: (a) the purchase of 30% or more of either Entergy Corporation’s common stock or the combined voting power of Entergy Corporation’s voting securities; (b) the merger or consolidation of Entergy Corporation (unless its Board members constitute at least a majority of the board members of the surviving entity); (c) the liquidation, dissolution or sale of all or substantially all of Entergy Corporation’s assets; or (d) a change in the composition of Entergy Corporation’s Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation’s Board at the end of the period.

  • Potential Change in Control**: (a) Entergy Corporation or an affiliate enters into an agreement the consummation of which would constitute a Change in Control; (b) the Entergy Corporation Board adopts resolutions determining that, for purposes of the Continuity Plan, a potential Change in Control has occurred; (c) a System Company or other person or entity publicly announces an intention to take actions that would constitute a Change in Control; or (d) any person or entity becomes the beneficial owner (directly or indirectly) of Entergy Corporation’s outstanding shares of common stock constituting 20% or more of the voting power or value of the Entergy Corporation’s outstanding common stock.

  • Cause:** The participant’s (a) willful and continuous failure to perform substantially his or her duties after written demand for performance; (b) engagement in conduct that is materially injurious to Entergy Corporation

or any of its subsidiaries; (c) conviction or guilty or nolo contendere plea to a felony or other crime that materially and adversely affects either his or her ability to perform his or her duties or Entergy Corporation’s reputation; (d) material violation of any agreement with Entergy Corporation or any of its subsidiaries; or (e) disclosure of any of Entergy Corporation’s confidential information without authorization.

  • Good Reason**: The participant’s (a) nature or status of duties and responsibilities is substantially altered or reduced; (b) salary is reduced by 5% or more; (c) primary work location is relocated outside the continental United States; (d) compensation plans are discontinued without an equitable replacement; (e) benefits or number of vacation days are substantially reduced; or (f) employment is terminated by an Entergy employer for reasons other than in accordance with the Continuity Plan.

Other Termination Events

For termination events, other than in connection with a Change in Control, the executive officers, including the NEOs, generally will receive the benefits set forth below:

Termination EventCompensation Element
SeveranceShort-Term IncentiveStock OptionsRestricted StockPerformance Units
Voluntary ResignationNoneForfeited*Unvested options are forfeited. Vested options expire on the earlier of (i) 90 days from the last day of active employment and (ii) the option’s normal expiration date.ForfeitedForfeited**
Termination for CauseNoneForfeitedForfeitedForfeitedForfeited
RetirementNonePro-rated based on number of days employed during the performance periodUnvested stock options granted prior to 2020 vest on the retirement date and expire on the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date. Unvested stock options granted in or after 2020 continue to vest following retirement, in accordance with the original vesting schedule and expire the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date.ForfeitedOfficers with a minimum of 12 months of participation are eligible for a pro-rated award based on actual performance and full months of service during the performance period
Death/DisabilityNonePro-rated based on number of days employed during the performance periodUnvested stock options vest on the termination date and expire on the earlier of (i) five years from the termination date and (ii) the option’s normal expiration dateFully VestOfficers are eligible for pro-rated award based on actual performance and full months of service during the performance period
  • If an officer resigns after the completion of an annual incentive plan, he or she may receive, at Entergy Corporation’s discretion, an annual incentive payment.

** If an officer resigns after the completion of a PUP performance period, he or she may receive a payout under the PUP based on the outcome of the performance period.

Mr. Denault’s 2006 Retention Agreement

In 2006, we entered into a retention agreement with Mr. Denault that provides benefits to him in addition to, or in lieu of, the benefits described above. Mr. Denault’s Agreement provides that in the event of a Termination Event (as defined in his Agreement): 1) Mr. Denault is entitled to a Target PUP Award calculated by using the average annual number of performance units with respect to the two most recent performance periods preceding the calendar year in which his employment termination occurs, assuming all performance goals were achieved at target; and 2) all of Mr. Denault’s unvested stock options and shares of restricted stock will immediately vest.

In the event of death or disability, Mr. Denault would receive the greater of the Target PUP Award calculated as described above for a Termination Event under his retention agreement or the pro-rated number of performance units for each open performance period, based on the actual achievement level for each such open performance period and number of months of his participation in each open performance period, as provided for by the applicable PUP Performance Unit Agreements for the open PUP Performance Periods.

Under the terms of his 2006 retention agreement, Mr. Denault’s employment may be terminated for cause upon Mr. Denault’s: (a) continuing failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from the Personnel Committee; (b) willfully engaging in conduct that is demonstrably and materially injurious to Entergy; (c) conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime that has or may have a material adverse effect on his ability to carry out his duties or upon Entergy’s reputation; (d) material violation of any agreement that he has entered into with Entergy; or (e) unauthorized disclosure of Entergy’s confidential information.

Mr. Denault may terminate his employment for good reason upon: (a) the substantial reduction in the nature or status of his duties or responsibilities from those in effect immediately prior to the date of the retention agreement, other than de minimis acts that are remedied after notice from Mr. Denault; (b) a reduction of 5% or more in his base salary as in effect on the date of the retention agreement; (c) the relocation of his principal place of employment to a location other than the corporate headquarters; (d) the failure to continue to allow him to participate in programs or plans providing opportunities for equity awards, incentive compensation and other plans on a basis not materially less favorable than enjoyed at the time of the retention agreement (other than changes similarly affecting all senior executives); (e) the failure to continue to allow him to participate in programs or plans with opportunities for benefits not materially less favorable than those enjoyed by him under any of our pension, savings, life insurance, medical, health and accident, disability or vacation plans or policies at the time of the retention agreement (other than changes similarly affecting all senior executives); or (d) any purported termination of his employment not taken in accordance with his retention agreement.

Aggregate Termination Payments

The tables below reflect the amount of compensation each of the NEOs would have received if his or her employment had been terminated as of December 31, 2021 under the various scenarios described above. For purposes of these tables, a stock price of $112.65 was used, which was the closing market price of Entergy Corporation stock on December 31, 2021, the last trading day of the year.

Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for CauseRetirementDisabilityDeathTermination Related to a Change in Control
Marcus V. Brown(1)
Severance Payment——————$3,784,478
Performance Units(3)———$898,496$898,496$898,496$898,496
Stock Options———$279,338$646,921$646,921$646,921
Restricted Stock————$147,914$147,914$147,914
Welfare Benefits(5)———————
Unvested Restricted Stock Units(7)——$333,106—$333,106$333,106$1,601,432
Leo P. Denault(1)
Severance Payment——————$10,216,232
Performance Units(3)(4)——$5,148,105$4,314,157$5,148,105$5,148,105$5,148,105
Stock Options——$3,397,359$3,397,359$3,397,359$3,397,359$3,397,359
Restricted Stock——$638,199—$638,199$638,199$638,199
Welfare Benefits(5)———————
David D. Ellis(2)
Severance Payment——————$581,000
Performance Units(3)————$166,497$166,497$166,497
Stock Options————$95,324$95,324$95,324
Restricted Stock————$20,951$20,951$20,951
Welfare Benefits(6)——————$31,923
Haley R. Fisackerly(1)
Severance Payment——————$559,847
Performance Units(3)———$133,265$133,265$133,265$133,265
Stock Options———$48,492$117,307$117,307$117,307
Restricted Stock———$25,091$25,091$25,091$25,091
Welfare Benefits(5)———————
Laura R. Landreaux(2)
Severance Payment——————$532,000
Performance Units(3)————$129,773$129,773$129,773
Stock Options————$104,871$104,871$104,871
Restricted Stock————$20,951$20,951$20,951
Welfare Benefits(6)——————$21,282
Benefits and Payments Upon TerminationVoluntary ResignationFor CauseTermination for Good Reason or Not for CauseRetirementDisabilityDeathTermination Related to a Change in Control
Andrew S. Marsh(2)
Severance Payment——————$3,891,083
Performance Units(3)————$1,157,591$1,157,591$1,157,591
Stock Options————$843,240$843,240$843,240
Restricted Stock————$187,056$187,056$187,056
Welfare Benefits(6)——————$31,923
Phillip R. May, Jr.(1)
Severance Payment——————$1,334,168
Performance Units(3)———$186,436$186,436$186,436$186,436
Stock Options———$72,726$163,204$163,204$163,204
Restricted Stock————$37,637$37,637$37,637
Welfare Benefits(5)———————
Deanna D. Rodriguez(1)
Severance Payment——————$445,500
Performance Units(3)———$86,515$86,515$86,515$86,515
Stock Options———————
Restricted Stock———$41,903$41,903$41,903$41,903
Welfare Benefits(5)———————
Eliecer Viamontes(2)
Severance Payment——————$408,000
Performance Units(3)————$134,616$134,616$134,616
Stock Options————$72,691$72,691$72,691
Restricted Stock————$70,575$70,575$70,575
Welfare Benefits(6)——————$21,282
Unvested Restricted Stock Units(8)——————$433,703
Roderick K. West(2)
Severance Payment——————$3,957,550
Performance Units(3)————$1,033,789$1,033,789$1,033,789
Stock Options————$748,765$748,765$748,765
Restricted Stock————$158,703$158,703$158,703
Welfare Benefits(6)——————$23,787

1)As of December 31, 2021, Mr. Brown, Mr. Denault, Mr. Fisackerly, Mr. May, and Ms. Rodriguez are retirement eligible and would retire rather than voluntarily resign, and in addition to the payments and benefits in the table, each also would be entitled to receive their vested pension benefits under the Entergy Retirement Plan. For a description of these benefits, see “2021 Pension Benefits.”

2)See “2021 Pension Benefits” for a description of the pension benefits Mr. Ellis, Ms. Landreaux, Mr. Marsh, Mr. Viamontes, and Mr. West may receive upon the occurrence of certain termination events.

3)For purposes of the table, in the event of a qualifying termination related to a change in control, each NEO would receive a number of performance units for the 2020 – 2022 performance period and a number of performance units for the 2021 – 2023 performance period, calculated as follows:

The greater of (1) the target number of performance units subject to the performance unit agreements or (2) the number of performance units that would vest under the performance unit agreements calculated based on Entergy Corporation’s actual performance through the NEO’s termination date. For purposes of the table, the values of the performance unit awards for the performance periods for each NEO were calculated as follows, based on the assumption that the target number of performance units was the greater number:

Mr. Brown’s:

2020 – 2022 PUP Performance Period: 5,048 (24/36*7,571) performance units at target, assuming a stock price of $112.65 = $568,657

2021 – 2023 PUP Performance Period: 2,928 (12/36*8,784) performance units at target, assuming a stock price of $112.65 = $329,839

Total: $898,496

Mr. Denault’s:

2020 – 2022 PUP Performance Period: 20,842 (24/36*31,263) performance units at target, assuming a stock price of $112.65 = $2,347,851

2021 – 2023 PUP Performance Period: 17,455 (12/36*52,365) performance units at target, assuming a stock price of $112.65 = $1,966,306

Total: $4,314,157

Mr. Ellis’s:

2020 – 2022 PUP Performance Period: 792 (24/36*1,188) performance units at target, assuming a stock price of $112.65 = $89,219

2021 – 2023 PUP Performance Period: 686 (12/36*2,056) performance units at target, assuming a stock price of $112.65 = $77,278

Total: $166,497

Mr. Fisackerly’s:

2020 – 2022 PUP Performance Period: 634 (24/36*950) performance units at target, assuming a stock price of $112.65 = $71,420

2021 – 2023 PUP Performance Period: 549 (12/36*1,645) performance units at target, assuming a stock price of $112.65 = $61,845

Total: $133,265

Ms. Landreaux’s:

2020 – 2022 PUP Performance Period: 634 (24/36*950) performance units at target, assuming a stock price of $112.65 = $71,420

2021 – 2023 PUP Performance Period: 518 (12/36*1,553) performance units at target, assuming a stock price of $112.65 = $58,353

Total: $129,773

Mr. Marsh’s:

2020 – 2022 PUP Performance Period: 6,374 (24/36*9,560) performance units at target, assuming a stock price of $112.65 = $718,031

2021 – 2023 PUP Performance Period: 3,902 (12/36*11,706) performance units at target, assuming a stock price of $112.65 = $439,560

Total: $1,157,591

Mr. May’s:

2020 – 2022 PUP Performance Period: 934 (24/36*1,400) performance units at target, assuming a stock price of $112.65 = $105,215

2021 – 2023 PUP Performance Period: 721 (12/36*2,162) performance units at target, assuming a stock price of $112.65 = $81,221

Total: $186,436

Ms. Rodriguez’s:

2020 – 2022 PUP Performance Period: 334 (24/36*501) performance units at target, assuming a stock price of $112.65 = $37,625

2021 – 2023 PUP Performance Period: 434 (12/36*1,301) performance units at target, assuming a stock price of $112.65 = $48,890

Total: $86,515

Mr. Viamontes’:

2020 – 2022 PUP Performance Period: 616 (24/36*924) performance units at target, assuming a stock price of $112.65 = $69,392

2021 – 2023 PUP Performance Period: 579 (12/36*1,737) performance units at target, assuming a stock price of $112.65 = $65,224

Total: $134,616

Mr. West’s:

2020 – 2022 PUP Performance Period: 5,601 (24/36*8,401) performance units at target, assuming a stock price of $112.65 = $630,953

2021 – 2023 PUP Performance Period: 3,576 (12/36*10,727) performance units at target, assuming a stock price of $112.65 = $402,836

Total: $1,033,789

In the event of retirement, in the case of Mr. Brown, Mr. Denault, Mr. Fisackerly, Mr. May, or Ms. Rodriguez each would receive a prorated portion of the applicable Achievement Level of PUP Performance Units for each open PUP Performance Period, based on his or her full months of participation in such PUP Performance Period, provided he or she has completed a minimum of 12 months of full-time employment in the applicable PUP Performance Period. For purposes of calculating for the above table the number of performance units Mr. Brown, Mr. Denault, Mr. Fisackerly, Mr. May, and Ms. Rodriguez would receive in the event of retirement, it is assumed the achievement levels for the 2020 – 2022 PUP Performance Period and the 2021 – 2023 PUP

Performance Period are at target. The resulting number of performance units and values are the same as calculated above for a qualifying termination related to a change in control.

In the event of death or disability of any NEO, other than Mr. Denault, the NEO or his estate would receive a prorated portion of the applicable Achievement Level of PUP Performance Units for each open PUP Performance Period, based on his or her full months of participation in such PUP Performance Period, with no required minimum amount of full-time employment in the applicable PUP Performance Period.

In the event of death or disability of Mr. Denault, he or his estate would receive the greater of (1) the Target PUP Award under his retention agreement, calculated by using the average annual number of PUP Performance Units with respect to the two most recent PUP Performance Periods preceding the calendar year in which his employment terminates due to death or disability, assuming all performance goals were achieved at target, or (2) the prorated portion of the applicable Achievement Level of PUP Performance Units for each open PUP Performance Period, based on his full months of participation in such PUP Performance Period.

4)Pursuant to Mr. Denault’s retention agreement, in the event Mr. Denault’s employment is terminated by his Entergy employer without cause or by Mr. Denault for good reason (as those terms are defined in his retention agreement) and with or without a change in control, he would receive a Target PUP Award equal to that number of PUP performance units calculated by taking an average of the PUP target performance units from the 2017 – 2019 PUP Performance Period (48,700) and from the 2018 – 2020 PUP Performance Period (42,700), which amounts to 45,700 performance units. For purposes of the table, the value of such PUP performance units is calculated by multiplying 45,700 by the closing price of Entergy stock on December 31, 2021 ($112.65), which equals $5,148,105. In the event of death or disability, Mr. Denault receives the greater of the Target PUP Award calculated as described immediately above or the sum of the amount that would be payable under the provisions of each performance period.

5)Upon retirement, Mr. Brown, Mr. Denault, Mr. Fisackerly, Mr. May, and Ms. Rodriguez would be eligible for retiree medical and dental benefits, the same as all other retirees.

6)Pursuant to the System Entergy Retirement Plan, in the event of a termination related to a change in control, Mr. Ellis, Mr. Marsh, and Mr. West would be eligible to receive Entergy-subsidized COBRA benefits for 18 months and Ms. Landreaux and Mr. Viamontes would be eligible to receive Entergy-subsidized COBRA benefits for 12 months.

7)Mr. Brown’s 14,216 restricted stock units vest 100% on May 17, 2024. Pursuant to his restricted stock unit agreement, any unvested restricted stock units will vest in a pro rata portion in the event of his termination of employment due to Mr. Brown’s total disability, death or involuntarily termination without cause (each, an “Accelerated Vesting Event”). The pro rata portion is determined by multiplying the total number of restricted stock units by a fraction, the numerator of which the number of days after May 17, 2021 that precede the Accelerated Vesting Event and the denominator of which is 1,096. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Mr. Brown’s Qualifying Termination during a change in control period. Pursuant to his restricted stock unit agreement, Mr. Brown is subject to certain restrictions on his ability to compete with Entergy and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 24 months after his employment with Entergy. In addition, the restricted stock unit agreement limits Mr. Brown’s ability to disparage Entergy and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. Brown must repay to Entergy any shares of Entergy stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.

8)333 of Mr. Viamontes’ restricted stock units vested on February 1, 2022; the remaining 334 restricted stock units will vest on February 1, 2023. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Mr. Viamontes’ Qualifying Termination during a change in control period. Pursuant to his restricted stock unit agreement, Mr. Viamontes is subject to certain restrictions on his ability to compete with

Entergy and its affiliates during and for 12 months after his employment with Entergy, or to solicit its employees or customers during and for 12 months after his employment with Entergy. In addition, the restricted stock unit agreement limits Mr. Viamontes’ ability to disparage Entergy and its affiliates. In the event of a breach of these restrictions, other than following certain constructive terminations of his employment, Mr. Viamontes must repay to Entergy any shares of Entergy stock paid to him in respect of the restricted stock units and any amounts he received upon the sale or transfer of any such shares.

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following disclosure is being provided about the relationship of the annual total compensation of the employees of each of the Utility operating companies to the annual total compensation of their respective Presidents and Chief Executive Officers. The pay ratio estimate for each of the Utility operating companies has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

Identification of Median Employee

For each of the Utility operating companies, October 8, 2021 was selected as the date on which to determine the median employee. This date is different from the date used in the prior year; however, the methodology used to determine the date is consistent with that used in the prior year. Both dates correspond to the first day of the three month period prior to fiscal year-end for which information can be obtained about employees and all subsidiaries have the same number of pay cycles. To identify the median employee from each of the Utility operating companies’ employee population base, all compensation included in Box 5 of Form W-2 was considered with all before-tax deductions added back to this compensation (“Box 5 Compensation”). For purposes of determining the median employee of each Utility operating company, Box 5 Compensation was selected as it is believed to be representative of the compensation received by the employees of each respective Utility operating company and is readily available. The calculation of annual total compensation of the median employee for each Utility operating company is the same calculation used to determine total compensation for purposes of the 2021 Summary Compensation Table with respect to each of the NEOs.

Entergy Arkansas Ratio

For 2021,

  • The median of the annual total compensation of all of Entergy Arkansas’s employees, other than Ms. Landreaux, was $132,376.

  • Ms. Landreaux’s annual total compensation, as reported in the Total column of the 2021 Summary Compensation Table was $982,993.

  • Based on this information, the ratio of the annual total compensation of Mrs. Landreaux to the median of the annual total compensation of all employees is estimated to be 7:1.

Entergy Louisiana Ratio

For 2021,

  • The median of the annual total compensation of all of Entergy Louisiana’s employees, other than Mr. May, was $152,954.

  • Mr. May’s annual total compensation, as reported in the Total column of the 2021 Summary Compensation Table, was $1,145,271.

  • Based on this information, the ratio of the annual total compensation of Mr. May to the median of the annual total compensation of all employees is estimated to be 7:1.

Entergy Mississippi Ratio

For 2021,

  • The median of the annual total compensation of all of Entergy Mississippi’s employees, other than Mr. Fisackerly, was $129,194.

  • Mr. Fisackerly’s annual total compensation, as reported in the Total column of the 2021 Summary Compensation Table, was $1,126,753.

  • Based on this information, the ratio of the annual total compensation of Mr. Fisackerly to the median of the annual total compensation of all employees is estimated to be 9:1.

Entergy New Orleans Ratio

For purposes of this disclosure and to reflect the Chief Executive Officer transition discussed earlier in the CD&A, the compensation amounts paid to each of Mr. Ellis and Ms. Rodriguez for the time he and she respectively served as Entergy New Orleans’s Chief Executive Officer during 2021 have been pro-rated and combined.

For 2021,

  • The median of the annual total compensation of all of Entergy New Orleans’s employees, other than Entergy New Orleans’s Chief Executive Officer, was $122,634.

  • The combined annual total compensation of Entergy New Orleans’s previous Chief Executive Officer, Mr. Ellis, and its current Chief Executive Officer, Ms. Rodriguez, as reported in the Total column of the 2021 Summary Compensation Table (pro-rated for the time each served as Entergy New Orleans’s Chief Executive Officer in 2021) was $1,011,672.

  • Based on this information, the ratio of the annual total compensation of Entergy New Orleans’s Chief Executive Officer to the median of the annual total compensation of all employees is estimated to be 8:1.

Entergy Texas Ratio

For purposes of this disclosure and to reflect the Chief Executive Officer transition discussed earlier in the CD&A, the compensation amounts paid to each of Ms. Rainer and Mr. Viamontes for the time she and he respectively served as Entergy Texas’s Chief Executive Officer during 2021 have been pro-rated and combined.

For 2021,

  • The median of the annual total compensation of all of Entergy Texas’s employees, other than Entergy Texas’s Chief Executive Officer, was $130,863.

  • The combined annual total compensation of Entergy Texas’s previous Chief Executive Officer, Ms. Rainer, and its current Chief Executive Officer, Mr. Viamontes, as reported in the Total column of the 2021 Summary Compensation Table (pro-rated for the time each served as Entergy Texas’s Chief Executive Officer in 2021) was $1,356,405.

  • Based on this information, the ratio of the annual total compensation of Entergy Texas’s Chief Executive Officer to the median of the annual total compensation of all employees is estimated to be 10:1.

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