Independent
Tenure on this board
3.3 yrs
12 nominees · 3 ballot items.
Elect 12 directors for one-year terms; ratify Deloitte & Touche LLP as independent auditor for 2026; and an advisory vote to approve Named Executive Officer compensation (Say-on-Pay).
Elect 12 directors named in the proxy statement, each to serve a one-year term expiring in 2027.
Ratify the Audit Committee and Board’s appointment of Deloitte & Touche LLP as Entergy’s independent registered public accounting firm for 2026.
Advisory (non-binding) 'Say-on-Pay' vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Entergy’s Named Executive Officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm the design and outcomes of its pay programs, which it describes as ‘pay-for-performance’ and heavily weighted to at-risk, long-term equity-based awards. Key elements of the compensation program include an annual incentive program (ETR Adjusted EPS 60% weighting, plus Adjusted FFO/Debt, Safety, Customer NPS and Talent/Culture measures), and a long-term performance unit program (PUP) weighted primarily toward Relative TSR and an Environmental Stewardship component. The Board is asking for a favorable advisory vote to validate its approach — citing strong 2025 operating and financial results, incentive program outcomes (EAM ~149% and 2023–2025 PUP payout of 186% of target), and ongoing shareholder engagement that informed recent program design changes. Although the vote is non-binding, management emphasizes that the Talent and Compensation Committee will consider the results and shareholder feedback when making future compensation decisions. The Board’s stated rationale for recommending FOR is that the compensation program aligns executives’ incentives with shareholder value creation, customer outcomes, safety and resilience objectives, and talent retention. Potential governance considerations for an analyst include the non-binding nature of the vote, the material weight placed on Relative TSR and Environmental Stewardship in multi-year awards, and the use of certain discretion (e.g., EAM adjustments) by the committee. Given recent high shareholder support and the company’s disclosure of incentive metrics, an affirmative vote would indicate investor alignment with current pay design; a negative vote would signal investor concern and likely prompt further engagement and potential program changes by the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.43% | 29,423,549 | $3.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.58% | 25,543,018 | $2.9B |
| 3 | STATE STREET CORP | 5.45% | 24,953,531 | $2.8B |
| 4 | BlackRock, Inc. | 4.39% | 20,078,388 | $2.3B |
| 5 | JPMORGAN CHASE CO | 4.25% | 19,452,684 | $2.2B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.27% | 10,376,685 | $1.2B |
| 7 | AMERIPRISE FINANCIAL INC | 2.26% | 10,328,415 | $1.2B |
| 8 | BANK OF AMERICA CORP /DE/ | 2.22% | 10,162,628 | $1.1B |
| 9 | BlackRock, Inc. | 2.14% | 9,812,084 | $1.1B |
| 10 | FMR LLC | 1.75% | 8,009,538 | $900M |
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