TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant 
Check the appropriate box:
 
 
Preliminary Proxy Statement
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
Definitive Proxy Statement
 
 
Definitive Additional Materials
 
 
Soliciting Material Pursuant to §240.14a-12
Entergy Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
 
 
No fee required.
 
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
1)
Title of each class of securities to which transaction applies:
 
 
 
 
2)
Aggregate number of securities to which transaction applies:
 
 
 
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
4)
Proposed maximum aggregate value of transaction:
 
 
 
 
5)
Total fee paid:
 
 
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
1)
Amount Previously Paid:
 
 
 
 
2)
Form, Schedule or Registration Statement No.:
 
 
 
 
3)
Filing Party:
 
 
 
 
4)
Date Filed:
 
 
 

TABLE OF CONTENTS

Preliminary Proxy Materials – Subject to Completion

Notice of 2021 Annual Meeting of Shareholders
And
Proxy Statement

TABLE OF CONTENTS

PROXY STATEMENT
INSIDE COVER

TABLE OF CONTENTS



Letter from Our Chairman and CEO
March [•], 2021

Dear Shareholder:
I am pleased to invite you to Entergy Corporation’s 2021 Annual Meeting, which will be held at 10:00 a.m. Central Time on May 7, 2021. Due to the continuing impact of COVID-19, this year’s meeting will again be held in a virtual format, through a live webcast at www.virtualshareholdermeeting.com/ETR2021. The “virtual-only” meeting will allow for greater participation by our shareholders, regardless of their geographic location. Details about the purpose of the meeting and how to access it online are contained in the enclosed proxy statement and notice of the meeting. The Board and I will miss greeting you in person, but we are excited to embrace this approach and provide expanded access, improved communication and cost savings for our shareholders.
2020 was a year of extraordinary challenge, characterized by circumstances and events that sought to divide us, including the COVID-19 pandemic, social and political unrest across the nation, and a record number of storms hitting our service territory. Despite the toll these events took on their lives personally and professionally, our employees continually rose to the challenge, demonstrating a unified spirit marked by agility and resilience as they worked together to continue to power the lives of our customers. United in their commitment, our employees remained focused throughout the year on our mission of creating sustainable value for our customers, communities, employees and owners.
The welfare of our more than 13,000 employees has been our primary consideration in every decision we have made throughout the pandemic. We are pleased to provide you with information in this proxy statement and our corresponding Integrated Report on the steps we took to protect the health and safety of our employees and to support our customers and communities as we worked together to overcome the challenges 2020 presented. We also present information about actions we are taking to make our workplace safer, to achieve our long-term climate goals and to foster a culture of diversity, inclusion and belonging throughout our Company.
At the Annual Meeting, I plan to share some of our 2020 highlights in addition to conducting the official business of the meeting. I look forward to discussing 2020 results and the opportunities we see in front of us today, as we continue to execute on our business strategy.
Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or (3) if you received your proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.
This year’s Q&A session will include questions submitted both during the meeting and in advance. You may submit questions prior to the meeting at www.proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending your Proxy Statement. Questions during the meeting may be submitted online beginning shortly before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ETR2021. We will post questions and answers, if applicable to our business, on our Investor Relations website shortly after the meeting.
I look forward to officially addressing you in May and thank you for your continued support of Entergy.
Sincerely,



Leo P. Denault
Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS


Message from Our Lead Director

March [•], 2021
 
Dear Fellow Shareholders:
 
On behalf of the Entergy Board of Directors, I am privileged to share some of the ways the Board worked to provide strong governance and independent oversight of Entergy during 2020. Throughout the year, your Board has remained actively engaged with management to ensure that Entergy has effectively met the challenges posed during the year while continuing to execute on our strategy for long-term, sustainable growth.
COVID-19 Pandemic
From the outset of the pandemic, the Board has been engaged through regular briefings and discussions with management as the Company has executed on its pandemic response plan, while at the same time continuing to conduct all the normal business of the Board virtually, with a continued focus on our oversight and risk management responsibilities. Our comprehensive reviews included the impacts of the pandemic on all of our stakeholders and the actions being taken to address those impacts. This included not only the effect of the pandemic on sales and operations, but also its effects on employee working conditions and the wellbeing of our customers and communities, as well as the specific steps being taken to mitigate and respond to those impacts. Through these briefings, we were able to confirm that the Company’s pandemic response was not only meeting the need to ensure business continuity, but also addressing the broader impacts of the pandemic effectively.
We are tremendously proud of our employees who have worked tirelessly to keep our operations running smoothly throughout the crisis and maintain the commitment to our vision - We Power Life. Their support for each other and unwavering commitment to the health and safety of all employees have undoubtedly played a key role in that accomplishment, demonstrating the effectiveness of the business continuity plans developed by management and regularly reviewed by the Board and the Audit Committee. Times like these also test management, and the Board is grateful to the members of the management team for their leadership, resilience, and resolute focus on building long-term shareholder value while adhering to our core values.
Storm Response
The Board was also pleased with the steadfast commitment to our communities and employees demonstrated by the Company in its response to an unprecedented hurricane season, which placed Entergy in the cone of uncertainty seven times in 2020. Five named storms hit Louisiana, making this the most active storm season ever for the state. Cumulatively, Entergy experienced more than 1.5 million peak outages as a result of the storms and deployed just under 50,000 resources, including employees, contractors, and mutual assistance workers from more than 30 states, all during a global pandemic that required extra safety measures to protect our employees, contractors and customers from COVID-19. Despite these conditions, our employees, contractors and mutual assistance partners met each challenge head on, anticipated numerous obstacles, leveraged opportunities and innovatively solved complex problems to restore power safely and quickly. In recognition of their response to these storms, Entergy was awarded five Emergency Response Assistance and Recovery Awards from the Edison Electric Institute.
Environmental, Social and Governance Leadership
The worldwide efforts in 2020 to advocate for racial and social justice have been a catalyst for positive changes. For several years, Entergy has made fostering a culture of diversity, inclusion and belonging (DIB) a business imperative with plans, commitments and specific goals that are rigorously tracked and, beginning in 2021, directly tied to executive compensation as one category of environmental, social and governance (ESG) goals that we have incorporated into our annual incentive

TABLE OF CONTENTS

program. The Board is receiving regular reports on the Company’s organizational health that include updates on the Company’s DIB efforts, and in early 2021, Entergy established the Diversity & Workforce Strategies Center for Excellence creating a center of excellence around workforce development, talent attraction/pipeline development, and organizational health and diversity.
Environmental sustainability has long been a focus of the Board, as evidenced by the achievement of our climate commitment to maintain our CO2 emissions at no more than 20% below year 2000 levels by 2020—a commitment we met by a considerable margin. Our announcement in 2020 of our new commitment to achieve net zero carbon emissions by 2050 further demonstrates our long-standing commitment to creating sustainable value for all of our stakeholders. We also demonstrated the value we place on consistency and transparency in ESG reporting by resuming our participation in the CDP (formerly the Carbon Disclosure Project), publishing a mapping of our ESG disclosures to the Sustainability Accountability Standards Board Standards, and enhancing other aspects of our ESG reporting.
Board Composition and Fresh Perspective
Consistent with Entergy's long-standing values, our Board of Directors and executive management represent a diverse group of individuals who we believe collectively have the skillsets needed to develop and execute on our strategy. In 2020, we were pleased to add Brian W. Ellis, Senior Vice President and General Counsel of Danaher Corporation, to our Board. Brian brings not only deep experience in legal, compliance and governance matters, but also experience overseeing sustainability and environmental matters and the perspectives gained through his senior executive career at major innovation-oriented, technology-driven companies.
As we look to the year ahead, we see tremendous opportunities for Entergy as we continue to assist our customers and communities in their recovery from the unprecedented challenges of 2020, and we are excited about the opportunities ahead for the continued creation of sustainable long-term value for all the Company’s stakeholders. Thank you for your support and for your investment in Entergy.
Sincerely,



Stuart L. Levenick
Lead Director

TABLE OF CONTENTS


Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION
Notice of Annual Meeting of Shareholders
WHEN
Friday, May 7, 2021
10:00 a.m. Central Time

Log-in will begin at
9:45 a.m.

VIA WEBCAST AT
www.virtualshareholdermeeting.
com/ETR2021

RECORD DATE
March 9, 2021 

ASKING QUESTIONS

Questions for the meeting may
be submitted in advance at
www.proxyvote.com.

Questions may be submitted live
during the meeting at
www.virtualshareholdermeeting.
com/ETR2021.
ITEMS OF BUSINESS
To vote on the following proposals:
 
1.
Election of 11 directors proposed by our Board of Directors for a term of one year as named in the attached Proxy Statement.
 
 
2.
Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2021.
 
3.
An advisory vote to approve the compensation paid to our Named Executive Officers.
 
4
An Amendment to Entergy’s Restated Certificate of Incorporation authorizing the issuance of Preferred Stock.
 
 
5
Such other business as may properly come before the meeting.
Important notice regarding the availability of proxy materials for the 2021 annual meeting to be held on May 7, 2021: Our 2021 proxy statement and annual report to shareholders are available online at https://www.entergy./investor_relations/2020_publications.aspx.
We will mail to certain shareholders a notice of internet availability of proxy materials, which will contain instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March [•], 2021.
Weblinks in this notice and in the accompanying proxy statement are provided for convenience only. Information from the Entergy website is not incorporated by reference into this notice or the accompanying proxy statement.
By Order of the Board of Directors



Marcus V. Brown
Executive Vice President and General Counsel
March [•], 2021

TABLE OF CONTENTS

TABLE of CONTENTS
Letter from Our Chairman and CEO
Message from Our Lead Director
Notice of Annual Meeting of Shareholders
2021 Proxy Statement

 i

TABLE OF CONTENTS

PROXY SUMMARY
PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION
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.”
2021 Annual Meeting Information
Date and Time
10:00 a.m. Central Time, Friday, May 7, 2021 Shareholders may log in to the meeting beginning at 9:45 a.m.
Location
This year’s meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/ETR2021
Record Date
March 9, 2021
Questions
Questions for the meeting may be submitted in advance at www.proxyvote.com.
 
Questions may be submitted live during the meeting at www.virtualshareholdermeeting.com/ETR2021.
Summary of Matters to be Voted on at The Annual Meeting
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”):
Voting Matters
 
See Page
Board’s Recommendation
You may vote in the following ways:

Use the Internet at www.proxyvote.com

Call 1-800-690-6903 if in the United States and Canada

Scan the QR Code on your proxy card, notice or voting instruction form.

Mail your signed and dated proxy card or voting instruction form

During the meeting at www.virtualshareholdermeeting.com/ETR2021.
2021 Proxy Statement

 1

TABLE OF CONTENTS

PROXY SUMMARY
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.
Following the Meeting: If you cannot attend the Annual Meeting,
A replay of our Annual Meeting webcast will be available at our Investor Relations website at https://www.entergy.com and will remain there for at least one year.
 A list of answers to investors’ questions received before and during the Annual Meeting will be available at the same website.
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.
Our Business
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.
Business Highlights
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 17th 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.
2 

2021 Proxy Statement
 

TABLE OF CONTENTS

PROXY SUMMARY

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.
Shareholder Engagement
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,
Company performance;
Actions we took for the benefit of our stakeholders in response to the COVID-19 pandemic,
Executive compensation;
Our diversity, inclusion and belonging strategy and other human capital management issues;
Corporate social responsibility;
Board refreshment and corporate governance practices and policies; and
Sustainability and environmental strategy, performance and reporting, including the addendum to the Climate Report we released in the fall of 2020.
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.
2021 Proxy Statement

 3

TABLE OF CONTENTS

PROXY SUMMARY
Our 2021 Director Nominees
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.
Name
Age
Director
Since
Primary Occupation
Independent
Committee
Memberships
John R. Burbank
57
2018
Independent Strategic
Advisor
Yes
• Finance
• Personnel
Patrick J. Condon
72
2015
Retired Audit Partner, Deloitte &
Touche LLP
Yes
• Audit (Chair)
• Nuclear
Leo P. Denault
(Chairman)
61
2013
Chairman of the Board and Chief
Executive Officer, Entergy
Corporation
No
• Executive (Chair)
Kirkland H. Donald
67
2013
Former President and Chief
Executive Officer, Systems
Planning and Analysis, Inc.
Yes
• Finance
• Nuclear (Chair)
Brian W. Ellis
55
2020
Senior Vice President
and General Counsel,
Danaher Corporation
Yes
• Corporate Governance
4 

2021 Proxy Statement
 

TABLE OF CONTENTS

PROXY SUMMARY
Name
Age
Director
Since
Primary Occupation
Independent
Committee
Memberships
Philip L. Frederickson
64
2015
Former Executive Vice President,
ConocoPhillips
Yes
• Audit
• Executive
• Finance (Chair)
Alexis M. Herman
73
2003
Chair and Chief Executive
Officer, New Ventures, LLC
Yes
• Corporate Governance
• Personnel
M. Elise Hyland
61
2019
Former Senior Vice President,
EQT Corporation and Senior Vice
President and Chief Operating
Officer, EQT Midstream Services, LLC
Yes
• Audit
• Finance
Stuart L. Levenick
(Lead Director)
68
2005
Former Group President and
Executive Office Member,
Caterpillar Inc.
Yes
• Corporate Governance
• Executive
• Nuclear
Blanche L. Lincoln
60
2011
Founder and Principal, Lincoln
Policy Group
Yes
• Corporate Governance
   (Chair)
• Personnel
Karen A. Puckett
60
2015
Former President and Chief
Executive Officer, Harte Hanks, Inc.
Yes
• Audit
• Personnel (Chair)
Additional information about each director’s background and experience can be found beginning on page 8.
Corporate Governance Highlights
BOARD OF DIRECTORS
10 out of 11 directors are independent
Robust Board refreshment with 3 new directors since 2018
Diverse and highly skilled Board that provides a range of viewpoints
Skills and background aligned to our strategic priorities
BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES
Strong Independent Lead Director with clearly defined duties and responsibilities
All committees, other than the Executive Committee, are fully independent
Regular executive sessions of independent directors
Robust share ownership requirements for executive officers and directors
Prohibit short selling, hedging, pledging and margin transactions involving Entergy securities
Mandatory director retirement at 74
Resignation policy for directors who do not receive majority vote
Annual Board and committee self-evaluations and individual director assessments
Director orientation and support for continuing education
Oversight of key enterprise risks
Annual multi-day Board meeting focused on Company long-term strategy
Directors who are current public company officers limited to no more than 2 other public boards; all other directors limited to no more than 4 other public boards
Disclosure of corporate political contributions and oversight of lobbying and political activity
SHAREHOLDER EMPOWERMENT
Annual election of directors
Majority voting for directors with resignation policy for directors in uncontested elections
Proxy Access right
No poison pill; Board policy requires shareholder approval for adoption
No supermajority voting provisions in our Charter or Bylaws
Responsive, active and ongoing shareholder engagement
2021 Proxy Statement

 5

TABLE OF CONTENTS

PROXY SUMMARY
Executive Compensation Highlights
2020 Executive Compensation Structure
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.
Element
Overview
Key Benchmarks/
Performance Measures
Salary
Fixed cash compensation to attract and retain executives and to balance at-risk compensation
> Market Data
> Individual Performance
> Personnel Committee Judgment
Annual Incentive
Variable annual cash compensation to motivate and reward executives for achieving annual goals

Range: 0% to 200% of target for financial performance, inclusive of individual adjustments
> Entergy Tax Adjusted
 Earnings per Share (50%)
> Entergy Adjusted Operating Cash
 Flow (50%)
> Measured over a one-year
 performance period and aligned
 with externally communicated
 guidance
Long-Term Performance Units
Variable long-term equity-based compensation to motivate and reward executives for achieving multi-year financial and performance objectives

Granted at beginning of a three-year performance period with payout in shares of Entergy common stock following the conclusion of the performance period.

Range 0% to 200% of target
> Relative Total Shareholder Return
 (80%)
> Cumulative Utility Earnings Growth
 (20%)
Stock Options and Restricted Stock
Long-term equity-based compensation designed to encourage retention while incentivizing absolute performance that is aligned with shareholder interest
> Stock price appreciation
> 3 Year Vesting
6 

2021 Proxy Statement
 

TABLE OF CONTENTS

PROXY SUMMARY
2020 Named Executive Officer Pay Mix
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.”

2020 Incentive Compensation Outcomes
Annual Incentive Program
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:
Annual Incentive Program Performance Goals
2020 Targets
2020 Results
ETR Tax Adjusted EPS ($)
5.60
6.90
ETR Adjusted OCF ($ billions)
3.450
3.127
EAM as a percentage of target
100%
120%
Long-Term Incentive Performance Program
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:
Long-Term Performance Unit Program Results
2018 – 2020
LTIP Target
2018 – 2020
LTIP Result
Relative TSR
Median
2nd Quartile
Cumulative Adjusted UP&O EPS ($)
15.20
15.25
Payout (as a percentage of target)
100%
126%
2021 Proxy Statement

 7

TABLE OF CONTENTS

BOARD OF DIRECTORS
Proposal 1 – Election of Directors
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.
Board Skillset Matrix
The table below provides a summary view of the qualifications and key attributes of each director nominee.
Qualifications and Attributes
John R. Burbank
Patrick J. Condon*
Leo P. Denault
Kirkland H Donald
Brian W. Ellis
Philip L. Frederickson*
Alexis M. Herman
M. Elise Hyland
Stuart L. Levenick
Blanche L. Lincoln
Karen A. Puckett
Technology and Transformation:
Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about the products and services they want and need to power their lives. This creates opportunities for companies whose leadership is able to understand those changes and what they mean for their customers and other stakeholders. Directors with experience managing or advising consumer-facing businesses and operations that have been impacted by transformational change can provide the Board with critical insights and perspective on these issues and challenges.
Executive Experience:
Directors who hold or have held significant executive or leadership positions within large organizations provide the Company with unique insights. These individuals generally possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. Their experiences developing talent and solving problems in large, complex organizations prepare them well for the responsibilities of board service.
Finance and Accounting:
An understanding of finance and financial reporting processes is important for our directors to enable and assess our strategic performance and to ensure accurate financial reporting and robust controls. We seek directors with knowledge and experience in corporate finance, accounting and financial reporting as well as directors with “accounting or related financial management expertise” as defined in the New York Stock Exchange listing standards.
Government/Legal/Public Policy:
Our businesses are heavily regulated and are directly affected by governmental actions. As such, we seek to have directors with experience in government, law and public policy to provide insight and understanding of effective strategies in these areas.
8 

2021 Proxy Statement
 

TABLE OF CONTENTS

BOARD OF DIRECTORS
Qualifications and Attributes
John R. Burbank
Patrick J. Condon*
Leo P. Denault
Kirkland H Donald
Brian W. Ellis
Philip L. Frederickson*
Alexis M. Herman
M Elise Hyland
Stuart L. Levenick
Blanche L. Lincoln
Karen A. Puckett
Operations:
As a capital–intensive company, we seek to have directors with deep experience in a significant operations role with other large, capital-intensive businesses to help us develop, implement and assess our capital plan and our business strategy.
Regulated Utility/Nuclear:
Due to the complexity and highly regulated nature of our business, we believe it is important to have directors with experience in the utility industry or in nuclear power operations to enable the Board to provide effective oversight of our operations.
Risk Management:
Managing risk in a rapidly changing environment is critical to our success. Thus, we seek directors with experience managing or overseeing the management of business, financial and other risks of a significance or complexity similar to those faced by Entergy.
Other Public Boards:
Directors who have served on other public company boards are able to draw on lessons learned on their other boards, as they seek to develop and implement our business strategies and best practices for the Company.
Demographic Information
Board Tenure (years)
3
6
8
8
1
6
18
2
16
10
6
Age (years)
57
72
61
67
55
64
73
61
68
60
60
Gender (Male/Female)
M
M
M
M
M
M
F
F
M
F
F
Black/African American
White
*
Audit Committee Financial Expert
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.
2021 Proxy Statement

 9

TABLE OF CONTENTS

BOARD OF DIRECTORS
Our 2021 Director Nominees
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.
John R. Burbank


Groton, Connecticut

Age 57

Director Since 2018

Entergy Board Committees
 Finance
 Personnel
Key Qualifications and Experience
 Independent Strategic Advisor (self-employed)
 Former President, Corporate Development and Strategy, Nielsen Holdings plc (a global information, data and measurement company) – 2017-2019
 Former President, Strategic Initiatives, Nielsen Holdings plc – 2011-2017
 Director, Vizio Inc.
 Former, Trustee, March of Dimes 

Skills and Attributes
Mr. Burbank brings to the Board his extensive management experience in consumer-facing businesses that have been disrupted by technological change. Accordingly, he brings valuable insights and perspective on the potential impact of technological change on our industry and our company. Mr. Burbank also brings the benefit of his extensive senior management experience leading strategic investments and corporate development and strategy at Nielsen Holdings plc.

Patrick J. Condon


Frankfort, Illinois

Age 72

Director Since 2015

Entergy Board Committees
 Audit (Chair)
 Nuclear
Key Qualifications and Experience
Retired Audit Partner, Deloitte & Touche LLP – 2002-2011
 Former Audit Partner, Arthur Andersen LLP
 Former Director, Cloud Peak Energy, Inc. and Roundy’s, Inc.
 National Association of Corporate Directors CERT Certificate in Cybersecurity Oversight

Skills and Attributes
As a retired audit partner of a “Big Four” accounting firm, Mr. Condon brings his many years of experience in auditing and accounting to the Board. As leader of Arthur Andersen’s utility group, Mr. Condon acquired in-depth knowledge of the utility industry. The Board also benefits from his regional and national leadership experience gained at Deloitte & Touche LLP and his current and prior service to community and charitable organizations and on other public company boards.

10 

2021 Proxy Statement
 

TABLE OF CONTENTS

BOARD OF DIRECTORS
Leo P. Denault



New Orleans, Louisiana

Age 61

Director Since 2013

Entergy Board Committees
 Executive (Chair)
Key Qualifications and Experience
 Chairman of the Board of Directors, Entergy Corporation since February 2013
 Chief Executive Officer, Entergy Corporation and Entergy Services, LLC since  February 2013
 Executive Vice President and Chief Financial Officer, Entergy Corporation –
   2004-2013
 Director, Edison Electric Institute, Institute of Nuclear Power Operations, Atlanta
   Center Regional Governing Board of the World Association of Nuclear Operators
   and Jobs for America’s Graduates

Skills and Attributes
As our Chairman and Chief Executive Officer and former Executive Vice President and Chief Financial Officer, Mr. Denault brings to the Board his leadership skills, his deep knowledge of the Company, his extensive senior executive experience in the utility industry and the knowledge and experience he has gained through his service on the boards of the Edison Electric Institute, the Institute of Nuclear Power Operations and the Atlanta Center Regional Governing Board of the World Association of Nuclear Operators.
Admiral Kirkland H. Donald, USN (Ret.)


Mount Pleasant,
South Carolina 

Age 67

Director Since 2013

Entergy Board Committees
 Finance
 Nuclear (Chair)
Key Qualifications and Experience
 Former President and Chief Executive Officer, Systems Planning and Analysis, Inc. – 2014-2015
 Former Executive Vice President, Chief Operating Officer and Director, Systems Planning and Analysis, Inc. – 2013-2014
 Admiral U.S. Navy (Retired)
 Former Director, Naval Nuclear Propulsion – 2004-2012
 Chairman of the Board, Huntington Ingalls Industries, Inc.
 Director Battelle Memorial Institute
 Outside Director, Rolls Royce North America, SS
 Former Executive Advisor to NexPhase Capital Partners (private equity firm, formerly Moelis Capital Partners)
 National Association of Corporate Directors CERT Certificate in Cybersecurity
Oversight

Skills and Attributes
Mr. Donald brings to the Board deep nuclear expertise and valuable leadership and risk-management experience gained through his distinguished military career in the United States Navy’s nuclear program and through his business and senior management experience since retiring from the Navy.
2021 Proxy Statement

 11

TABLE OF CONTENTS

BOARD OF DIRECTORS
Brian W. Ellis


Bethesda, Maryland

Age 55

Director Since 2020

Entergy Board Committees
 Corporate Governance
Key Qualifications and Experience
 Senior Vice President and General Counsel Danaher Corporation (a global science and technology innovation company) since 2016
 Vice President and Group Counsel Medtronic, Inc. – 2012-2015

Skills and Attributes
Mr. Ellis brings to the Board his extensive experience setting and executing business and legal strategies for innovation-oriented companies as well as deep knowledge gained from his experience overseeing legal and compliance matters, corporate governance, regulatory affairs, sustainability, intellectual property, environmental, safety and health matters, and risk management for a large, complex organization.
Philip L. Frederickson


Arden,
North Carolina

Age 64

Director Since 2015

Entergy Board Committees
 Audit
 Executive
 Finance (Chair)
Key Qualifications and Experience
 Former Executive Vice President, Planning, Strategy and Corporate Affairs, ConocoPhillips – 2006-2008
 Former Executive Vice President, Commercial, ConocoPhillips – 2002-2006
 Former Director, Sunoco Logistics Partners L.P., Rosetta Resources Inc. and Williams Partners LP

Skills and Attributes
Mr. Frederickson brings to the Board his extensive senior management, operating and leadership experience gained through his business career at ConocoPhillips and its predecessor, Conoco Inc., where he held a variety of senior management positions in operations, strategy and business development. In addition to his diverse senior-level management experience, Mr. Frederickson brings his experience leading strategic change both at ConocoPhillips and on the other public company boards on which he has served. His strong ties to the State of Texas also enable him to provide insight into the issues and concerns of our Texas service territory.
12 

2021 Proxy Statement
 

TABLE OF CONTENTS

BOARD OF DIRECTORS
Alexis M. Herman


McLean, Virginia

Age 73

Director Since 2003

Entergy Board Committees
 Corporate Governance
 Personnel
Key Qualifications and Experience
 Chair and Chief Executive Officer, New Ventures, LLC (corporate consultants)
since 2001
 Former Secretary of Labor of the United States of America
 Former White House Assistant to the President of the United States of America
 Lead Independent Director, Cummins, Inc.
 Director, Coca-Cola Company and MGM Resorts International
 Senior Vice Chair, The National Urban League
 Chair, Toyota Motor Corporation North American Diversity Advisory Board and Member, Global Advisory Board
 President, Dorothy I. Height Education Foundation

Skills and Attributes
Secretary Herman brings to the Board a combination of high-level U.S. government service, experience as a strategic advisor to numerous U.S. and international companies and broad public policy expertise, She also brings the benefit of her extensive public company board experience, including her service as Lead Independent Director to another public company. Through her service on other boards, Ms. Herman has also gained experience addressing the strategic issues of companies impacted by changing consumer demands and technological change.
M. Elise Hyland


Pittsburgh, Pennsylvania

Age 61

Director Since 2019

Entergy Board Committees
 Audit
 Finance
Key Qualifications and Experience
 Former Senior Vice President, EQT Corporation and Senior Vice President and Chief Operating Officer, EQT Midstream Services, LLC (a petroleum and natural gas exploration and pipeline company) – 2017-2018
 Former Executive Vice President of Midstream Operations and Engineering, EQT    Midstream Services, LLC (midstream services provider) – 2013-2017
 Former President of Commercial Operations, EQT Midstream Services, LLC
   2010-2013
 Former President of Equitable Gas Company, a previously owned entity of EQT    2007-2010
 Director, Marathon Oil Corporation and Washington Gas Light Company
 Former Director, EQT Midstream Partners

Skills and Attributes
Ms. Hyland brings to the Board her extensive senior executive and operations experience in a capital-intensive industry, gained through her career at EQT Corporation and EQT Midstream Services, LLC. This experience, combined with her experience in finance and strategic planning, enables her to contribute valuable insights as we grow our utility business and execute on our capital plan.
2021 Proxy Statement

 13

TABLE OF CONTENTS

BOARD OF DIRECTORS
Stuart L. Levenick


Naples, Florida

Age 68

Director Since 2005

Lead Independent Director

Entergy Board Committees
 Corporate Governance
 Executive
 Nuclear
Key Qualifications and Experience
 Lead Director, Entergy Corporation since May 2016
 Former Group President and Executive Office Member, Caterpillar Inc. (a manufacturer of construction and mining equipment) – 2004-2015
 Lead Independent Director, W. W. Grainger, Inc.
 Director, Finning International, Inc.
 Former Executive Director, U.S. Chamber of Commerce, Washington, D.C.
 Former Executive Director and Past Chairman of Association of Equipment
   Manufacturers, Washington, D.C.

Skills and Attributes
Mr. Levenick brings to the Board his extensive senior executive experience at a major manufacturing company, as well as his experience as a public company director, including as Lead Independent Director of another public company. This experience enables him to contribute valuable operational and financial expertise and offer an informed perspective on leadership development and on management and business issues arising out of evolving customer needs and desires and rapid technological change.
Blanche Lambert Lincoln


Little Rock, Arkansas

Age 60

Director Since 2011

Entergy Board Committees
 Corporate Governance
   (Chair)
 Personnel
Key Qualifications and Experience
 Founder and Principal, Lincoln Policy Group (a consulting firm) since July 2013
 Former Special Policy Advisor for Alston & Bird LLP – 2011-2013
 Former United States Senator for the State of Arkansas –1999-2011
 Former United States Representative for the State of Arkansas – 1993-1997
Former Chair, U.S. Senate Committee on Agriculture, Nutrition and Forestry
 Former Member, U.S. Senate Committee on Finance, Committee on Energy and  
   Natural Resources, and Special Committee on Aging
 Former Member of the U.S. House Committee on Energy and Commerce, Committee on Agriculture and Committee on Natural Resources (formerly House Committee
on Merchant Marine and Fisheries)
Director, Hope Enterprise Corporation
 Trustee, The Center for the Study of the Presidency and Congress
 Former Director, Rayonier Inc.

Skills and Attributes
As a former member of the U.S. Senate and House of Representatives, Ms. Lincoln brings to the Board her extensive background and experience in governmental, public policy and legislative affairs, providing her with a unique and valuable perspective on many of the critical issues and opportunities facing the Company. Her strong ties to the State of Arkansas also provide the Board with insight into the issues and concerns of our Arkansas service territory.
14 

2021 Proxy Statement
 

TABLE OF CONTENTS

BOARD OF DIRECTORS
Karen A. Puckett


Houston, Texas

Age 60

Director Since 2015

Entergy Board Committees
 Audit
 Personnel (Chair)
Key Qualifications and Experience
 Former President and Chief Executive Officer, Harte Hanks, Inc. (marketing services company) – 2015-2018
 Former President-Global Markets, CenturyLink, Inc. (a telecommunication company) – 2014-2015
 Former Executive Vice President and Chief Operating Officer, CenturyLink, Inc. –
2009-2014
 Former President and Chief Operating Officer, CenturyTel, Inc. – 2000-2009
 Director, Osmose Utilities Service, Inc.
 Former Director, Harte Hanks, Inc.

Skills and Attributes
Ms. Puckett brings to the Board her extensive management, operations and business experience acquired through her senior leadership positions in a rapidly changing and highly regulated industry and her deep experience with technology-driven innovation. Ms. Puckett’s ties to the State of Louisiana, as a former resident and senior executive of a large Louisiana-based company, also enable her to offer insight into the issues and concerns of our Louisiana service territory.



Identifying Director Candidates
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:
Seeks to nominate candidates with superior credentials, sound business judgment and the highest ethical character;
Takes into account the candidate’s relevant experience with businesses or other organizations of comparable size to the Company and seeks to identify candidates whose experience and contributions will add to the collective experience of the Board; and
Believes the Board should reflect a diversity of backgrounds and experiences in various areas, including age, gender, race, geography and specialized experience, and candidates are assessed to determine the extent to which they would contribute to that diversity.
2021 Proxy Statement

 15

TABLE OF CONTENTS

BOARD OF DIRECTORS

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.
16 

2021 Proxy Statement
 

TABLE OF CONTENTS

BOARD OF DIRECTORS
Shareholder Nominations and Recommendations of Director Candidates
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.”
Director Orientation and Continuing Education
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.
2021 Proxy Statement

 17

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Entergy’s Board of Directors
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.
Director Independence
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.
Key Corporate Governance Features
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.
Effective Board Structure and Composition
Strong Independent Board Leadership
All Directors other than our Chief Executive Officer are independent. All standing committees of the Board, other than the Executive Committee, are comprised solely of independent directors.
Independent Lead Director
The independent directors appoint a Lead Director who serves for a three-year term with clearly defined duties and responsibilities.
Annual Review of Board Leadership
The Corporate Governance Committee conducts an annual review of the Board leadership structure to ensure it remains effective.
Executive Sessions of Independent Directors
Independent directors meet in executive session without management present at each Board meeting.
Annual Board Evaluations
The Board, its committees and individual directors are evaluated on an annual basis.
18 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Regular Board Refreshment
The Board’s approach to refreshment has resulted in a balanced mix of experienced and new directors.
Director Retirement Policy
A director may not be nominated for re-election to the Board if he or she has reached the age of 74 on or before January 1 of the year in which such person would be elected or re-elected, unless specifically recommended to serve beyond the age of 74 by the Corporate Governance Committee and approved by the Board.
Commitment to Diversity
The Board is committed to reflecting a broad diversity of backgrounds and experiences, including race, gender, age, geography, and specialized experience, and potential Board nominees are assessed to determine whether they contribute to that diversity.
Mandatory Resignation Upon Change in Circumstances
Non-employee directors should offer their resignations when either their employment or the major responsibilities they held when they joined the Board change. The Corporate Governance Committee then reviews the change in circumstances and makes a recommendation to the Board as to whether it is appropriate for the director to continue to serve on the Board and be nominated for re-election.
Responsive and Accountable to Shareholders
Majority Voting in Director Elections
In an election of directors where the number of directors nominated does not exceed the total number of directors to be elected, director nominees must receive the affirmative vote of a majority of votes cast to be elected. If a director receives more votes “Against” his or her election than votes “For” his or her election, the director must promptly tender his or her resignation.
Annual Election of Directors
All of our directors are elected annually at our annual meeting of shareholders.
Director Overboarding Policy
Non-employee directors may not serve on more than 4 other public-company boards, and directors who are either an executive of the Company or an executive of another company may not serve on more than 2 other public-company boards. No director may serve as a member of the Audit Committee if that director serves on the audit committee of more than 2 other public companies unless the Board determines that such simultaneous service would not impair the ability of that director to serve effectively on the Audit Committee.
Proxy Access
Any shareholder or any group of up to 20 shareholders owning at least 3 percent of Entergy’s outstanding common stock for at least three years may nominate and include in our proxy materials director nominees constituting up to 20% of the Board in accordance with our Bylaws.
No Shareholder Rights Plan
Entergy does not have a shareholder rights plan, otherwise known as a “Poison Pill.” The Board will obtain shareholder approval prior to adopting a future shareholder rights plan unless the Board, in the exercise of its fiduciary duties, determines that it would be in the best interest of the Company and our shareholders to adopt a rights plan without prior shareholder approval. If a rights plan is adopted by the Board without prior shareholder approval, the plan must be approved by shareholders at the next annual meeting.
No Supermajority Requirements in Certificate of Incorporation or Bylaws
Our Restated Certificate of Incorporation and Bylaws contain majority vote standards for all actions requiring shareholder approval.
2021 Proxy Statement

 19

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Anti-Hedging Policy
We have adopted an anti-hedging policy that prohibits officers, directors and employees from entering into hedging or monetization transactions involving our common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles or equity swaps or other derivatives that are directly linked to the Company’s stock, and transactions involving “short-sales” of the Company’s stock.
Director Stock Ownership
Within five years of their election, directors must hold shares or units of Entergy common stock having a market value of at least five times the annual cash retainer, or $562,500. A review of non-employee director stock ownership was conducted at the December 2020 Corporate Governance Committee meeting, and the committee determined that all of our non-employee directors who had been members of the Board for at least five years satisfied this requirement.
Structure of Our Board
Our Board Leadership Structure
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.
Why Our Board Structure Is Appropriate
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.
20 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
How We Select The Lead Director
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.
Our Lead Director

Stuart L. Levenick
Lead Director
(since 2016)
Lead Director Duties:
Calls meetings of the independent directors
Presides at executive sessions of the independent directors and all meetings of the Board at which the Chairman and Chief Executive Officer is not present
Serves as a member of the Executive Committee of the Board
Serves as a liaison between the independent directors and the Chairman and Chief Executive Officer
Serves as the point of contact for shareholders and others to communicate with the Board
Meets individually with each director to discuss the performance of the individual director, the Board and its committees
Reviews and advises on Board meeting agendas and consults with the Chairman and Chief Executive Officer on the preparation of agendas
Provides feedback from the Board to the Chairman and Chief Executive Officer following each executive session of independent directors and, together with the Chair of the Personnel Committee, provides the Chairman and Chief Executive Officer with an annual performance review
Assists with recruitment of director candidates and, along with the Chairman, may extend the invitation to a new potential director to join the Board
Board Committees
The Board has an Executive Committee and the following 5 standing committees: Audit, Corporate Governance, Personnel, Finance and Nuclear. Each standing committee:
Consists solely of independent directors;
Operates pursuant to a written charter;
Evaluates its performance annually;
Reviews its charter annually;
Reports its activities to the Board;
Works closely with management, as appropriate; and
Meets regularly.
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.
2021 Proxy Statement

 21

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Board Committee Composition and Responsibilities
The tables below show the current chairs and membership of each of our standing committees. All of the directors of these committees are independent.
Audit
Key Responsibilities

Patrick J. Condon
(Chair)

Other Members: Philip L. Frederickson, M. Elise Hyland and Karen A. Puckett

9 meetings in 2020

Each member of the Audit Committee satisfies the heightened independence standards and qualification criteria and is financially literate in accordance with the NYSE and Securities and Exchange Commission (“SEC”) rules.

Mr. Condon and Mr. Frederickson have been determined to be Financial Experts as defined by the SEC
Oversees our accounting and financial reporting processes and the audits of our financial statements;
Assists the Board in fulfilling its oversight responsibilities with respect to our compliance with legal and regulatory requirements, including our disclosure controls and procedures;
Decides whether to appoint, retain or terminate our independent auditors;
Pre-approves all audit, audit-related, tax and other services, if any, provided by the independent auditors;
Appoints and oversees the work of our Vice President, Internal Audit and assesses the performance our Internal Audit Department; and
Prepares the Audit Committee Report.

Corporate Governance
Key Responsibilities

Blanche L. Lincoln
(Chair)

Other Members: Brian W. Ellis, Alexis M. Herman and
Stuart L. Levenick

7 meetings in 2020
Develops policies and practices relating to corporate governance and reviews compliance with the Company’s Corporate Governance Guidelines;
Recommends the director nominees for approval by the Board and shareholders;
Establishes and implements self-evaluation procedures for the Board and its committees, including individual director evaluations;
Reviews annually and makes recommendations to the Board on the form and amount of non-employee director compensation; and
Provides oversight of the Company’s sustainability strategies, policies and practices, including those relating to climate change and corporate social responsibility.
22 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Finance
Key Responsibilities

Philip L. Frederickson
(Chair)

Other Members: John R. Burbank, Kirkland H. Donald
and M. Elise Hyland

9 meetings in 2020
Oversees corporate capital structure and budgets and recommends approval of capital projects;
Oversees financial plans and key financial risks;
Reviews and makes recommendations to the Board regarding our financial policies, strategies, and decisions, including our dividend policy;
Reviews our investing activities; and
Reviews and makes recommendations to the Board with respect to significant investments, including large capital projects.
Nuclear
Key Responsibilities

Kirkland H. Donald
(Chair)

Other Members: Patrick J. Condon and
Stuart L. Levenick

5 meetings in 2020

The number of Nuclear Committee meetings in 2020
does not include virtual meetings that members of the
Nuclear Committee participated in with the nuclear
executive team at our nuclear sites or meetings with the
Institute of Nuclear Power.
Provides non-management oversight and review of matters relating to the operation of the Company’s nuclear generating plants;
Focuses on safety, operating performance, operating costs, staffing and training; and
Consults with management concerning internal and external nuclear-related issues

2021 Proxy Statement

 23

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Personnel
Key Responsibilities

Karen A. Puckett
(Chair)

Other Members: John R. Burbank, Alexis M. Herman and Blanche L. Lincoln

10 meetings in 2020

Each member of the Personnel Committee satisfies the heightened independence standards and qualification criteria in the NYSE and SEC rules
Determines and approves the compensation of our Chief Executive Officer and other senior executive officers;
Approves or makes recommendations to the Board to approve incentive, equity-based and other compensation plans;
Develops and implements compensation policies;
Evaluates the performance of our Chairman and Chief Executive Officer;
Reports at least annually to the Board on succession planning, including succession planning for the Chief Executive Officer; and
Provides oversight of the Company’s organizational health and diversity and inclusion strategies.
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.
Director Attendance and Executive Sessions
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.
How Our Board and Committees Evaluate Their Performance
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.
24 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
The following diagram illustrates the Board self-evaluation process:

Our Board self-evaluation covers the following areas, among others:
Board effectiveness;
Satisfaction with the performance of the Lead
Director;
Board and committee structure and composition;
Satisfaction with the performance of the
Chairman;
Access to the Chief Executive Officer and other
members of senior management;
Quality of the Board discussions and balance
between presentations and discussion;
Quality of materials presented to directors;
Board and committee information needs;
Satisfaction with Board agendas and the
frequency of meetings and time allocation;
Whether the Board is focusing on the most
important issues;
Oversight of key risks and risk management;
Board dynamics and culture;
Board dialogue;
Board and committee succession planning;
Director access to experts and advisors; and
Satisfaction with the format of the evaluation.
Risk Oversight
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:
Understand critical risks in the Company’s business and strategy;
Allocate responsibilities for risk oversight among the full Board and its committees;
Evaluate the Company’s risk management processes and whether they are functioning adequately;
Facilitate open communication between management and directors; and
Foster an appropriate culture of integrity and risk awareness.
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
2021 Proxy Statement

 25

TABLE OF CONTENTS

CORPORATE GOVERNANCE
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:
Board Oversight
Overall identification, management and mitigation of risk, with a focus on strategic risks

Audit Committee
Corporate Governance
Committee
Finance
Committee
Nuclear
Committee
Personnel
Committee
• Financial reporting
process and internal control risks
• Risks associated with regulatory compliance risks including environmental,
NERC, and FERC,
• Risks associated with corporate compliance, significant legal matters, and the Company’s insurance programs
• Market and credit
risks
• Physical and
cybersecurity risks
• Corporate governance, legislative and regulatory policy risks
• Board succession
risks
• Risks related to shareholder activism
• Environmental, sustainability and corporate social responsibility risks
• Risks related to stakeholder engagement and
lobbying activities
• Risks associated with strategic decisions and major transactions and
capital investments
• Financial risks, including liquidity, credit and capital
market risks
• Safety risks unique to the operation of our
nuclear fleet
• Executive compensation risks
• Risks associated with safety and employee matters
• Management succession risks
• Risks associated with organizational health and diversity and inclusion strategies


Role of Management
The Board and the Audit Committee monitor and oversee the evaluation of the effectiveness of the internal controls and the risk management process.
While the Board and the committees oversee risk management, the Company’s management is charged with managing risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management Disclosure Committee meetings, a strong Legal Department and Ethics and Compliance office and a comprehensive internal and external audit process. Management communicates routinely with the Board and its committees on the significant risks identified and how they are being managed. Directors are free to, and often do, communicate directly with senior management.
26 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Sustainability Oversight
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.
Board Committee
Primary Sustainability Oversight Responsibility
Corporate Governance
Overall corporate sustainability strategy and policies, including with respect to climate change and corporate social responsibility; corporate governance issues; governmental, regulatory, public policy and public relations matters; public advocacy activities; shareholder concerns
Personnel
Executive compensation policy and incentive plan design; employee and human resources issues; employee training and development; talent management; employee and contractor safety; organizational health; diversity, inclusion and belonging and supplier diversity
Audit
Environmental compliance and auditing; ethics and compliance; market and credit risks; cybersecurity risks; vendor and supply chain risks; financial reporting processes and risks; other strategic risks and general risk oversight
Finance
Financial stability; major capital investments
Nuclear
Safety risks unique to the nuclear fleet; sustainability of our nuclear plants
Sustainability Reporting and Disclosure
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/.
Climate Strategy Oversight
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
2021 Proxy Statement

 27

TABLE OF CONTENTS

CORPORATE GOVERNANCE
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.
Human Capital Management Oversight
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.
Cybersecurity Oversight
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:

recent cyber risk and cybersecurity developments;

industry engagement activities;

legislative and regulatory developments;

cyber risk governance and oversight;

cyber incident response plans and strategies;

cybersecurity drills and exercises;

assessments by third party experts;

key cyber risk metrics and activities; and

major projects and initiatives.
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.
28 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Public Policy Oversight and Engagement
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.
Succession Planning for the Chief Executive Officer
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.
Compensation Risk Oversight
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.
2021 Proxy Statement

 29

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Our Board’s Commitment to Shareholder Engagement
Ongoing Shareholder Engagement
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:

Provide visibility and transparency into our business and our financial and operational performance;

Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views;

Share our perspective on Company and industry developments;

Discuss and seek feedback on our executive compensation and corporate governance policies and practices;

Share our environmental and sustainability strategy and record; and

Seek feedback on our communications and disclosures to investors.
How We Engage
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:

30 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
2020 Shareholder Outreach and Engagement
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:
Our COVID-19 stakeholder response;
Company performance;
Executive compensation;
Corporate governance practices;
ESG strategy, performance and reporting, including climate risk and our commitment to achieve net zero carbon emissions by 2050; and
Human capital management issues, particularly relating to COVID-19 and our DIB strategy.
Shareholder Feedback

Shareholders appreciated the opportunity to meet with our team for open discussion and to directly ask questions;

Investors are interested in climate change risk, including our climate resiliency strategy and commitment to achieve net zero carbon emissions by 2050;

Investors are interested in human capital management issues, particularly relating to our COVID-19 planning and response, and our DIB strategy;

Investors are interested in Board refreshment, the process we use to select new directors, and our Board self-assessment process; and

Several investors complimented the Company on our ESG disclosures generally, including our TCFD-aligned climate report, as well as our 19th consecutive Dow Jones Sustainability Index recognition.
Outcomes from Shareholder Feedback
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:

Addition of ESG measures as part of our 2021 annual incentive awards;

Continuation of a second measure in addition to TSR to our Long-Term Performance Unit Program with a credit measure replacing the earnings measure beginning with the 2021 – 2023 performance period;

Announcement of our commitment to achieve net zero carbon emissions by 2050;

Publication of a 2020 addendum to our 2019 Climate Report;

Resuming participation in the CDP in 2020;

Mapping our disclosures to the SASB standards;

Addition of a one-on-one individual assessment component to our Board self-evaluation process;

Amendments to our Corporate Governance Guidelines to limit the number of public-company boards on which our directors may serve;

Adoption of proxy access for director nominations;
2021 Proxy Statement

 31

TABLE OF CONTENTS

CORPORATE GOVERNANCE

Enhancements to our proxy disclosure, including in the areas of risk oversight (including cyber risk and human capital management oversight), director backgrounds and qualifications, and incentive plan target setting;

Enhancements to our sustainability/ESG disclosures, including those relating to our political contributions, lobbying activities and related board oversight, human capital management and water management; and

Other enhancements to the environmental and sustainability disclosures on our website and in our Integrated Report.
How You Can Communicate With Our Board
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:
Entergy Corporation
639 Loyola Avenue
P.O. Box 61000
New Orleans, LA 70161
Email: etrbod@entergy.com
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.
Corporate Governance Policies
Entergy Policies on Business Ethics and Conduct
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.
Code of Business Conduct and Ethics
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.
32 

2021 Proxy Statement
 

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Key Corporate Governance Documents
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.
Review and Approval of Related Party Transactions
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:
When the amount involved exceeds $120,000; and
When a Related Party (a director or executive officer of the Company, any nominee for director, any shareholder owning an excess of 5% of the total equity of the Company and any immediate family member of any such person) has a direct or indirect material interest in such transaction (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
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.
2021 Proxy Statement

 33

TABLE OF CONTENTS

2020 NON-EMPLOYEE DIRECTOR COMPENSATION
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.
Cash Compensation Paid to Non-Employee Directors
Our non-employee directors receive the following cash compensation:
Compensation
Amount
Quarterly Cash Retainer
$28,125
Annual Lead Director Retainer
$30,000
Annual Audit Committee Chair Retainer
$25,000
Annual Nuclear and Personnel Committee Chair Retainer
$20,000
Annual Finance and Corporate Governance Committee Chair Retainer
$15,000
Annual Nuclear Committee Member Retainer
$18,000
Equity-Based Compensation
All non-employee directors receive two types of equity-based compensation grants:
Quarterly Stock Award. Each of our non-employee directors receives a quarterly stock grant of shares of our common stock with a fair market value at the time of grant equal to $19,375. Directors may elect to defer receipt of these shares and receive phantom stock units of Entergy common stock in lieu of the quarterly common stock grant. The phantom stock units are the economic equivalent of one share of our common stock and are paid in cash in an amount equal to the market value of our common stock at the time of distribution. Deferred shares accrue dividend equivalents until distribution.
Annual Grant of Phantom Stock Units. Annually under our Service Recognition Program, non-employee directors receive a grant of phantom stock units having a value of $80,000 on the date of grant. All phantom stock units granted under this program are the economic equivalent of one share of our common stock, are vested at the time of grant and are payable upon the conclusion of the director’s service on the Board. Upon the conclusion of his or her service on the Board, the director will receive one share of our common stock for each phantom stock unit held by the director on the date of the director’s retirement or separation from the Board. Phantom stock units accumulate dividend equivalents based on the dividends paid on the Company’s common stock, which also are payable in shares of common stock following the conclusion of the director’s service. Payouts under this program are made in five annual installments beginning on the first day of the month following the director’s separation from the Board or in one lump sum upon the non-employee director’s death. Directors may delay the commencement of the payment of the annual installments until five years after separation from the Board.
Other Benefits
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.
34 

2021 Proxy Statement
 

TABLE OF CONTENTS

2020 NON-EMPLOYEE DIRECTOR COMPENSATION
2020 Non-Employee Director Compensation Table
Name(1)
Fees
Earned
or Paid
in Cash
($)(2)
Stock Awards
($)(3)
Option
Awards
($)
All Other
Compensation
($)(4)
Total ($)
John R. Burbank
115,500
157,666
5,476
278,642
Patrick J. Condon
179,500
157,666
19,218
356,384
Kirkland H. Donald
159,500
157,666
21,726
338,892
Brian W. Ellis
10,001