This summary highlights information generally contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting your shares. For more complete information regarding the Company’s 2020 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2020. In this Proxy Statement, we refer to Entergy Corporation as “Entergy,” the “Company,” “we” or “us.”

The following table summarizes the items that will be voted on at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”), along with the recommendations of our Board of Directors (the “Board”):

For telephone and Internet voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instruction form that accompanied your proxy materials. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Wednesday, May 5, 2021 for shares held in Entergy’s qualified employee savings plans (the “Savings Plans”) and through 11:59 p.m. Eastern Time on Thursday, May 6, 2021 for all other shares.

For additional information about the Annual Meeting, including any adjournment or postponement of the meeting (the and voting, see General Information About the Annual Meeting beginning on page 86.

We are an integrated energy company engaged primarily in electric power production and retail distribution operations. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, including approximately 8,000 megawatts of nuclear power. Entergy delivers electricity to 3.0 million utility customers in Arkansas, Louisiana, Mississippi and Texas. Entergy had annual revenues of $10.1 billion in 2020 and more than 13,000 employees as of December 31, 2020.

2020 was a year defined by forces and events that threatened to divide us—from a global pandemic, to social unrest, to an historic hurricane season in the Gulf South region. At Entergy we came together as a team, united around a common purpose to create sustainable value for our stakeholders, and to continue to execute on our strategy. In 2020, we reported earnings of $1,388 million, or $6.90 per share, compared with earnings of $1,241 million, or $6.30 per share, in 2019, based on generally accepted accounting principles (GAAP). On an adjusted basis, 2020 earnings were $1,138 million, or $5.66 per share, compared with adjusted earnings of $1,064 million, or $5.40 per share, in 2019. We also raised our dividend for the sixth consecutive year.

Our total shareholder return for 2020 was (13.7) percent, which ranked 17^th out of the 20 companies in the Philadelphia Utility Index. We are disappointed in our 2020 stock price performance, which we believe did not reflect the extraordinary accomplishments of our organization. Those accomplishments included delivering adjusted earnings per share in the top half of our original guidance range, which we achieved by substantially exceeding the $100 million cost-savings target we set for the year to offset lower revenues resulting from the COVID-19 pandemic, storms, and weather.

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

We also continued to demonstrate our commitment to sustainability. We exceeded our 2020 CO₂ climate commitment to maintain our CO₂ emissions from Company-owned power plants and controllable power purchases at 20 percent below year 2000 levels through 2020. We announced a new climate commitment to achieve net zero carbon emissions by 2050 and published an addendum to our 2019 Climate Report providing additional details regarding our 2050 commitment. Entergy was also once again named to the Dow Jones Sustainability North America Index, which measures performance in economic, environmental and social dimensions against industry peers around the globe, and earned perfect scores in the areas of materiality, policy influence, environmental reporting, climate strategy, water-related risks and social reporting. For information on these and many other recognitions of our sustainability efforts, see our 2020 Integrated Report at integratedreport.entergy.com.

Each year we conduct a vigorous shareholder outreach program to share our approach to corporate governance and obtain your insights and feedback on matters of mutual interest. During 2020, we contacted shareholders owning approximately 56% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 24% of our outstanding shares. In these engagements, we discussed, among other matters,

The perspectives provided by our shareholders informed our decisions and helped guide our actions in, among other things, continuing to enhance our environmental, social and governance disclosures and our disclosures related to our Board of Directors. For more information, see Our Board’s Commitment to Shareholder Engagement beginning on page 30 and 2020 Say-On-Pay Results on page 47.

Our 11 director nominees bring an effective mix of skills, experience, backgrounds and perspectives to our Board.

You are being asked to vote on the election of these 11 director nominees, each of whom is currently serving on the Board.

Additional information about each director’s background and experience can be found beginning on page 8.

Each year the Personnel Committee, advised by its independent compensation consultant and informed by feedback from our shareholders, undertakes a rigorous process to set and review executive compensation. The Personnel Committee believes a substantial portion of our executive compensation should be equity based, focused on rewarding long-term performance and structured to closely align the interests of our top executives with those of our shareholders.

The elements of our compensation programs are designed to be competitive with our peers and attract and retain the talented executives necessary to manage a large and complex company like Entergy. The following table summarizes the elements of total direct compensation (“TDC”) granted or paid to our executive officers in 2020 and the performance drivers for each element. For additional information, see the Compensation Discussion and Analysis beginning on page 40.

Entergy’s executive compensation programs are based on a philosophy of pay for performance that is embodied in the design of our annual and long-term incentive plans. We target TDC for our executive officers at market median and place a substantial portion of that compensation “at risk,” subject to achieving both short-term and long-term performance goals. The illustrations below show the compensation mix for our Chief Executive Officer and the average compensation mix for other NEOs TDC in 2020 and illustrates the degree to which their compensation is variable based on performance or otherwise “at risk.”

The Personnel Committee determined that the 2020 Entergy Achievement Multiplier (“EAM”), which is the performance metric used to determine the maximum funding available for annual incentive awards, would be based on two equally weighted performance metrics: Entergy Tax Adjusted Earnings Per Share or ETR Tax Adjusted EPS and Entergy Adjusted Operating Cash Flow, or ETR Adjusted OCF, subject to adjustment for certain pre-determined exclusions.

The 2020 annual incentive award targets and results determined by the Personnel Committee were:

In January 2018, the Personnel Committee chose relative total shareholder return ("TSR") and Cumulative Adjusted Utility, Parent & Other earnings per share ("UP&O EPS"), each weighted equally, as the performance measures for the 2018 – 2020 LTIP performance period.

The targets and results for the 2018 – 2020 LTIP performance period were:

The Board currently has 11 directors, and upon the recommendation of the Corporate Governance Committee, the Board has nominated all of the current Board members to be reelected at the Annual Meeting. All of the Director nominees, other than Mr. Denault, are independent of the Company and management and meet Entergy’s criteria for independence (see “Director Independence” below). Each of the nominees, other than Brian W. Ellis, was elected at our 2020 Annual Meeting of Shareholders. If elected, each nominee will hold office until the next Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified.

Each nominee has consented to serve if elected; however, if a director is unable or unwilling to serve prior to the Annual Meeting, and if the Board does not reduce the size of the Board, shares represented by proxies may be voted for a substitute nominated by the Board. Proxies cannot be voted for a greater number of directors than the 11 nominees identified in this Proxy Statement. If you sign and properly submit your proxy card, but do not give instructions with respect to voting for directors, your shares will be voted for the 11 persons recommended by the Board of Directors.

The table below provides a summary view of the qualifications and key attributes of each director nominee.

The Board also believes that all Director nominees possess the personal traits of candor, integrity, commitment, and collegiality that are essential to an effective board of directors. The non-employee director nominees collectively also satisfy the Corporate Governance Committee’s goal of geographic diversity, with the 10 nominees residing in 10 different states, including nominees with strong ties to the states of Arkansas, Louisiana and Texas where we have significant operations.

Below are career highlights and a high level summary of the specific experience, qualifications and attributes of each nominee that caused our Corporate Governance Committee and Board to determine that the nominee is qualified to serve as a director of the Company.

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

The Corporate Governance Committee screens and recommends candidates for nomination by the full Board. The Committee is typically assisted with its recruitment efforts by an independent third-party search firm which seeks to identify candidates that satisfy the Board’s criteria. The search firm also assists in the screening process and provides research and pertinent information regarding candidates.

Following recent director retirements, the Board continued to search for director candidates in 2020. In 2019, the committee had asked Russell Reynolds Associates to help it identify candidates with sophisticated legal or transactional experience focused on the kinds of issues and challenges likely to be faced by the Company. The committee decided to seek a director with that skillset based on input from the full Board and a review of the backgrounds, skills and qualifications of the current members of the Board in light of the Company’s business strategy and the types of risks and opportunities the Board expected it to encounter in the coming years. Through this process, the committee sought to add a Board member whose background, skills and experience would complement the backgrounds, skills and experiences already on the Board and align with the strategic direction of the Company. The committee also advised Russell Reynolds of the importance the Board places on diversity in the recruitment of new Board members.

Following an extensive national search, the committee concluded in October 2020 that Brian W. Ellis, who had been identified and recommended by Russell Reynolds, offered a combination of experience and qualifications that more than met the Board’s requirements, and that Mr. Ellis was qualified to serve as an independent director and would be an outstanding addition to the Board. As part of the search process Mr. Ellis was interviewed by our Chairman of the Board, the Lead Director and the other members of the Corporate Governance Committee. His background and qualifications were reviewed and discussed by the Corporate Governance Committee and with the full Board prior to his recommendation for election to the Board. In reaching its conclusion, the committee took into account, among other things, Mr. Ellis’s nearly 30 years of legal, corporate governance and business leadership experience, including most recently his responsibilities as senior vice president and general counsel at Danaher Corporation, a global science and technology innovation company. Following the Corporate Governance Committee’s recommendation, Mr. Ellis was elected to the Board effective October 30, 2020.

Shareholders who wish to nominate directors for election at an annual meeting should follow the procedures and instructions set forth in our Bylaws.

Our Bylaws also include a “proxy access” right that permits a group of up to 20 shareholders who have owned at least 3% of our outstanding common stock for at least three years to submit director nominees for up to 20% of the Board for inclusion in our Proxy Statement, if the shareholder and the nominee meet the requirements in our Bylaws.

Shareholders who wish to recommend, but not directly nominate, candidates for consideration should send their recommendations to the Company’s Secretary at 639 Loyola Avenue, New Orleans, Louisiana 70113 or by email to etrbod@entergy.com. The committee will consider director candidates recommended by shareholders in accordance with the criteria for director selection described above under “Identifying Director Candidates.”

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

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

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

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

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

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

The Corporate Governance Committee reviews our Corporate Governance Guidelines and our overall governance practices annually to ensure that our corporate governance practices continue to meet the high standards expected by our shareholders. Our Corporate Governance Guidelines can be found at http://www.entergy.com/investor_relations/corporate_governance.aspx.

Our Corporate Governance Guidelines provide the flexibility to split or combine the Chairman and Chief Executive Officer responsibilities. However, when the roles of Chairman of the Board and the Chief Executive Officer are combined, the guidelines require the Board to appoint, from among its independent members, a Lead Director. Currently, our Board is led by Leo P. Denault, who has served as Chief Executive Officer and Chairman of the Board since 2013, and Stuart L. Levenick, who has served as our Lead Director since 2016.

The Board understands and appreciates the reasons many boards choose to be led by a fully independent Chairman of the Board. In recognition of the importance of this issue, the independent directors, led by our Corporate Governance Committee, annually evaluate whether we continue to have the appropriate Board leadership structure. The Board believes that its current leadership structure, under which it is led by a combined Chairman and Chief Executive Officer and a strong independent Lead Director, with independent directors chairing each of the Board key committees, is most suitable for the Company at this time because it provides the optimal balance between independent oversight of management and efficient, unified leadership. Given his deep involvement in the Company’s business and industry, we believe Mr. Denault is uniquely positioned to determine the issues and topics that should be on the Board’s agenda, subject to the Lead Director’s review and concurrence. At the same time, we believe that having an otherwise entirely independent Board of Directors, led by a strong independent Lead Director and independent chairs of each of our key committees, provides ample assurance that the Board will not be unduly dominated or influenced by management and will always act independently and in the best interests of our shareholders.

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

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

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

The tables below show the current chairs and membership of each of our standing committees. All of the directors of these committees are independent.

Executive Committee. The Board also has an Executive Committee, which is chaired by Leo P. Denault, our Chairman and Chief Executive Officer. Other Members of the Executive Committee are Philip L. Frederickson and Stuart L. Levenick. The Executive Committee is authorized to act for the Board on all matters, except those matters specifically reserved by Delaware law to the entire Board. It did not meet in 2020.

Board Meetings. In 2020, our Board of Directors held 16 meetings. No incumbent director attended fewer than 75% of the total number of meetings of our Board and the committees on which he or she served. Overall attendance by directors at meetings of the Board and committees on which they served during 2020 averaged 99% for our directors as a group.

Annual Shareholder Meeting. We encourage, but do not require, our Board members to attend our annual meeting of shareholders. All of our Board members then in office attended our 2020 Annual Meeting of Shareholders, which was conducted virtually via audio webcast.

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

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

The following diagram illustrates the Board self-evaluation process:

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

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

Like other companies, Entergy is subject to many diverse risks. These include financial and accounting risks, market and credit risks, capital deployment risks, operational risks, compensation risks, liquidity risks, litigation risks, strategic risks, regulatory risks, reputation risks, natural-disaster risks and technology risks, including the cybersecurity risks discussed below, among others. Some critical risks having enterprise-wide significance, such as corporate strategy and

capital budget, require the full Board’s active oversight, but our Board committees also play a key role because they can devote more time to reviewing specific risks within their respective areas of responsibility. To facilitate full Board engagement, the Board’s committees typically hold their regular meetings sequentially on a committee meeting day prior to the day of each regular Board meeting, enabling all directors to participate in all committee meetings.

In accordance with NYSE standards, our Audit Committee has the primary responsibility for overseeing risk management. Our standing Board committees also regularly consider risks arising within their respective functional areas of responsibility. Each of these committees receives regular reports from management which assist it in its oversight of risk in its respective area of responsibility. Current risk assignments for our Board committees are as follows:

In 2002, Entergy’s Board adopted a forward-looking sustainability and environmental vision statement that committed Entergy to “develop and conduct our business in a responsible manner that is environmentally, socially and economically sustainable.” The statement is available at entergy.com/userfiles/content/environment/VisionStatement.pdf. In 2019, the Corporate Governance Committee charter was revised to assign to the committee responsibility for oversight of the Company’s overall sustainability program and strategy and environmental, social and governance reporting. Each of the Board’s standing committees has responsibility for sustainability risks and issues within its area of expertise, as shown below.

Our 2020 Integrated Report describes our sustainability strategies and initiatives, particularly as they relate to social, economic, environmental and governance issues. Reflecting our belief that the interests of all of our stakeholders are inextricably linked, the report provides a single integrated source of information for all stakeholders and explains how we measure and manage our overall performance using a combination of financial, environmental, community and employee measures. The 2020 Integrated Report may be accessed on our website at integratedreport.entergy.com.

In 2020, Entergy achieved its goal of publishing an initial map of its ESG disclosures to the Sustainability Accounting Standards Board (“SASB”) standards. Also, in 2020, Entergy resumed participation in the CDP, which was the first time we participated since 2015.

In partnership with the Edison Electric Institute (“EEI”), Entergy annually reports environmental, social and governance measurements, goals and actions in a consistent manner for our investors through the use of the EEI template. Entergy also annually reports its ESG performance and disclosures using the Global Reporting Initiative (“GRI”) and publishes a comprehensive performance data table.

Our SASB mapping, CDP submission, EEI template, GRI report, performance data table and other ESG disclosures are available at https://www.entergy.com/sustainability/disclosures/.

Although the Corporate Governance Committee is charged with oversight of the Company’s overall sustainability strategy and policies, including with respect to climate change, the full Board is actively and regularly engaged in the development of the Company’s climate strategy and consideration of climate change-related risks and opportunities, due to their many implications for the Company’s overall business strategy. For example, the Board was consulted on the development of the Company’s commitment to achieve net-zero carbon emissions by 2050 and reviewed the Addendum to the Company’s 2019 Climate Scenario Analysis Report that further described the commitment, including near-term actions the Company is taking toward meeting this commitment and the Company’s longer term perspective on technology developments that may enable future progress. During 2020, management also discussed with the Board a wide range of climate change-related strategic issues including changing investor expectations with respect to environmental strategy and policy, the impact of climate change concerns on capital deployment and strategic transactions, the carbon

commitments being made by the Company’s utility industry peers, and the role of new technology developments in enabling decarbonization at the pace contemplated by the Company’s new climate commitment. The Board also received regular briefings on the Company’s response to the unprecedented major storms that impacted its service area in 2020 and reviewed the climate policy implications of the 2020 elections. Through these efforts and others, the Board seeks to assure that the many climate change-related strategic risks and opportunities impacting the Company are properly reflected in the Board’s decisions and overall Company strategies.

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

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

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

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

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

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

Entergy’s Board has adopted a policy which outlines our principles governing political and lobbying activities, including our policy prohibiting corporate contributions directly to federal, state or local candidates (the “Advocacy Policy”). Annually, we publish a report of our contributions to political and social welfare organizations and the portion of dues paid to trade associations that are used for lobbying activities where the dues to the trade association equal or exceed $50,000 (the “Annual Political Contributions Report”).

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

The Personnel Committee and the Chief Executive Officer maintain an ongoing dialogue on executive development and succession planning to prepare the Company for future success. In addition to preparing for Chief Executive Officer succession, the succession planning process includes all other senior management positions. A comprehensive review of executive talent, including, from time to time, assessments by an independent consulting firm, determines readiness to take on additional leadership roles and identifies developmental and coaching opportunities needed to prepare our executives for greater responsibilities. The Chief Executive Officer discusses management succession issues frequently with the Board and provides a comprehensive review of management succession plans for all of the members of the OCE to the Personnel Committee annually.

Our succession planning also includes appropriate contingencies for the unexpected retirement or incapacity of the Chief Executive Officer. Our Board has adopted a detailed plan to address emergency Chief Executive Officer and senior management succession in extraordinary circumstances. Our emergency Chief Executive Officer succession plan is intended to enable our Board and our Company to respond quickly and effectively to an unplanned and unexpected vacancy in the position of Chief Executive Officer, regardless of cause and regardless of the surrounding circumstances, so as to assure continuity of leadership and minimize any disruption to our business and operations.

We also monitor the risks associated with our executive compensation programs, including the components of our programs and individual compensation decisions, on an ongoing basis. Each year management, with the assistance of the Personnel Committee’s independent compensation consultant, undertakes a review of our various compensation programs to assess the risks arising from our compensation policies and practices. Management presents the risk assessments to the Personnel Committee. The risk assessment includes a review of the potential risks related to compensation plan design and administration, and an analysis of how those features could directly or indirectly encourage or mitigate risk-taking. In February 2021, the committee agreed with the study’s conclusions that these risks were within our ability to effectively monitor and manage, and that these compensation programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Entergy has a long tradition of engaging with our shareholders. We believe it benefits our governance process to have meaningful engagement with our shareholders in order to understand their perspectives on corporate governance, executive compensation and other issues that are important to them. We welcome the opportunity to engage with you, our shareholders, to share our perspective on and obtain your insights and feedback on matters of mutual interest. We engage with shareholders throughout the year to:

We approach shareholder engagement as an integrated, year-round process involving senior management, our investor relations team and our corporate governance team. Throughout the year, we meet with analysts and institutional investors to share our perspective and to solicit their feedback on our performance. This includes participation in investor conferences and other formal events and group and one-on-one meetings throughout the year. We also engage with governance representatives of our major shareholders, through conference calls that occur during and outside of the proxy season. Members of our investor relations, executive compensation, corporate governance and sustainability groups discuss, among other matters, Company performance, executive compensation, emerging corporate governance practices, other environmental and social issues and environmental and sustainability oversight and performance. The following figure summarizes this process:

During 2020, we contacted shareholders owning approximately 56% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 24% of our outstanding shares. These meetings focused on the following topics:

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

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

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

All of our employees, including our Chief Executive Officer, Chief Financial Officer and other senior members of management, are required to abide by our Code of Entegrity, which sets forth the ethical responsibilities of our employees, officers and representatives. Our Code of Entegrity, along with other Entergy policies on business conduct, helps ensure that our business is conducted in a consistently legal and ethical manner. Entergy’s policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among employees to foster good business conduct, and a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including employment practices, conflicts of interest, intellectual property and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of our business. Annually, all employees with computer access are required to acknowledge that they are familiar with the Code of Entegrity and agree to uphold Entergy’s core values and follow Entergy’s policies.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of Entergy’s policies. Retaliation against any employee who in good faith seeks advice, raises a concern, reports misconduct, or provides information in an investigation is strictly prohibited. Our Internal Audit department has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for confidential and anonymous submissions by employees with concerns regarding questionable accounting or auditing matters.

Our directors, officers and employees are required to comply with a Code of Business Conduct and Ethics (the “Code of Conduct”). The Code of Conduct is intended to focus individuals on areas of ethical risk, help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty, accountability and mutual respect. It covers a wide range of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information, compliance with applicable laws and regulations, and oversight of ethics and compliance by employees of the Company.

Our Corporate Governance Guidelines, Certificate of Incorporation, Bylaws and Board committee charters form the framework of our corporate governance. Our Corporate Governance Guidelines, the charters of our Audit, Corporate Governance and Personnel Committees, our Code of Entegrity and the Code of Conduct, including any amendments or waivers, are available at http://www.entergy.com/investor_relations/corporate_governance.aspx and in print to any shareholder who requests a copy from the Secretary of the Company.

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

The policy is administered by the Corporate Governance Committee. The committee will consider relevant facts and circumstance in determining whether or not to approve or ratify such a transaction and will approve or ratify only those transactions that are, in the committee’s judgment, appropriate or desirable under the circumstances. The Corporate Governance Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including (i) compensation and related party transactions involving a director or an executive officer solely resulting from service as a director or employment with the Company as long as the compensation is approved by the Board of Directors (or an appropriate committee); (ii) transactions involving public utility services at rates or charges fixed in conformity with law or governmental authority; or (iii) all business relationships between the Company and a Related Party made in the ordinary course of business on terms and conditions generally available in the marketplace an in accordance with applicable law. To the Company’s knowledge, since January 1, 2020, neither the Company nor any of its affiliates has participated in any Related Party transaction.

The Company uses a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. The Corporate Governance Committee annually reviews non-employee director compensation, and as part of its review, the committee has engaged Pay Governance LLC (“Pay Governance”) as a third-party consultant to report on comparable non-executive director compensation practices and levels. Any changes are recommended to the full Board and are made in consideration of the type and amount of compensation paid to non-employee directors by comparable companies, the amount of time that directors expend in fulfilling their duties to the Company, and the backgrounds and skill level required by the Company of Board members.

Our non-employee directors receive the following cash compensation:

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

Non-employee directors receive $1,500 per day for participation in director education programs, director orientation or business sessions, inspection trips or conferences not held on the same day as a Board meeting. We also provide, but do not require, annual physical exams for our non-employee directors. The Company reimburses non-employee directors for their expenses in attending Board and committee meetings, director education programs, travel for physical exams and other Board-related activities. Our directors do not receive tax gross ups on any benefits they receive.