Sector: Utilities
ENTERGY CORP · Meeting: May 8, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 12 Directors named in this Proxy Statement, each for a one-year term expiring in 2027
ETR's 3-year total return of +143.8% outpaces the compensation peer group median by +99.0 percentage points, far above the 65pp threshold for strong-positive-TSR companies; no TSR trigger fires, no overboarding, attendance is at 99%+, and as CEO/director he brings deep company and industry knowledge.
No TSR trigger (ETR outperforms peer median by +99.0pp vs. 65pp threshold), no overboarding concerns, strong governance/legal background relevant to Entergy's heavily regulated business, and 99%+ attendance.
No TSR trigger fires, no overboarding, serves as Audit Committee Chair with clear financial expertise as a retired Big Four audit partner, and attended 99%+ of meetings.
No TSR trigger fires, no overboarding, brings relevant strategy and technology experience, and attended 99%+ of meetings.
Joined the Board in November 2025 — well within the 24-month new-director exemption — so the TSR trigger does not apply; brings valuable nuclear operations expertise directly relevant to Entergy's business.
No TSR trigger fires (ETR outperforms peer median by +99.0pp vs. 65pp threshold), holds two outside public board seats which is within policy limits, and brings deep nuclear expertise as Nuclear and Operations Oversight Committee Chair.
No TSR trigger fires, no overboarding, brings relevant legal, compliance, and governance expertise, and attended 99%+ of meetings.
No TSR trigger fires, no overboarding, brings extensive finance and energy-sector executive experience including audit committee financial expertise, and attended 99%+ of meetings.
No TSR trigger fires, no overboarding, brings capital-intensive energy operations and finance experience highly relevant to Entergy's strategy, and attended 99%+ of meetings.
No TSR trigger fires (ETR outperforms peer median by +99.0pp vs. 65pp threshold), has stepped down from prior outside public board seats (W.W. Grainger and Finning as of 2025), brings governance leadership as Lead Director, and attended 99%+ of meetings.
No TSR trigger fires, no overboarding, serves as Talent and Compensation Committee Chair with relevant executive leadership background, and attended 99%+ of meetings.
Joined the Board in August 2025 — within the 24-month new-director exemption — so the TSR trigger does not apply; brings valuable energy finance and capital markets expertise, and holds one outside public company board seat which is within policy limits.
All 12 director nominees receive a FOR vote. Entergy's 3-year total shareholder return of +143.8% outpaces the compensation peer group median by +99.0 percentage points, far exceeding the 65-percentage-point threshold required to trigger a vote against directors under the strong-positive-TSR policy band. Two directors (Caldwell and Ropp) joined in 2025 and are exempt from the TSR trigger as new directors within 24 months of joining. No overboarding, attendance failures, independence concerns, or qualification issues were identified for any nominee.
CEO
Andrew S. Marsh
Total Comp
$16,752,589
Prior Support
97%%
CEO Andrew Marsh received total compensation of $16,752,589, which is within a reasonable range for a CEO of a ~$50 billion large-cap regulated utility — approximately 89% of his target pay was performance-based (variable), far exceeding the policy's 50-60% minimum threshold for at-risk pay. The pay-for-performance alignment is strong: Entergy's 3-year total shareholder return of +143.8% ranked 2nd out of 21 companies in the Philadelphia Utility Index, and the 2023-2025 long-term performance unit program paid out at 186% of target driven by first-quartile relative total shareholder return — meaning the above-target incentive pay was clearly earned through outstanding shareholder returns. Prior Say on Pay support was 97% at the 2025 annual meeting, the company has a robust clawback policy that goes beyond legal requirements, and no structural concerns with the compensation program were identified.
Auditor
Deloitte & Touche LLP
Tenure
25 yrs
Audit Fees
$10,538,650
Non-Audit Fees
$1,171,895
Deloitte & Touche has served as Entergy's auditor since 2001, which is exactly 25 years — right at the policy tenure threshold. However, the proxy discloses meaningful mitigating factors: the lead audit partner was rotated in 2022 (within the required five-year cycle), the Audit Committee was directly involved in selecting the current lead partner, Deloitte provides no internal audit services to Entergy, and the Audit Committee has affirmatively concluded that non-audit services are compatible with auditor independence. The non-audit fee ratio (audit-related fees of $1,170,000 plus all other fees of $1,895 = $1,171,895, totaling approximately 11.1% of core audit fees of $10,538,650) is well within the 50% threshold. Given the specific and compelling disclosure of active lead partner rotation and audit committee oversight, a FOR vote is appropriate despite the tenure reaching 25 years.
The 2026 Entergy annual meeting ballot contains three proposals: election of 12 directors, ratification of Deloitte & Touche as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — Entergy's exceptional stock performance (3-year TSR +143.8%, ranking 2nd in its utility peer group) clears every director TSR threshold by a wide margin, the auditor's 25-year tenure is mitigated by active lead partner rotation and strong independence practices, and CEO pay is well-structured with 89% variable/performance-based compensation that was clearly earned through top-quartile shareholder returns.
20 companies disclosed in 2026 proxy filing
