Andrew S. Marsh
ENTERGY CORP /DE/About Andrew S. Marsh
Andrew S. Marsh, 53, is Entergy’s Chair of the Board (since February 2023) and Chief Executive Officer (since November 2022), having previously served as Executive Vice President and Chief Financial Officer from 2013 to 2022. He has been a director since 2022 and also serves as a director of Nuclear Electric Insurance Limited (private company) since 2020 . Under Marsh’s leadership, Entergy delivered strong shareholder returns: TSR of 55.9% in 2024 (2nd of 21 in the Philadelphia Utility Index) and TSR of 51.6% over 2022–2024 (1st quartile), while adjusted EPS reached $3.65 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entergy Corporation | Executive Vice President & Chief Financial Officer | 2013–2022 | Brought leadership, deep company knowledge, and extensive senior executive experience in the utility industry . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuclear Electric Insurance Limited (NEIL) | Director | Since 2020 | Governance experience in nuclear-related insurance; complements Entergy’s regulated utility and nuclear oversight needs . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $781,560 | $1,100,000 | $1,209,615 paid; annualized base set to $1,250,000 effective April 1, 2024 |
| Target Annual Bonus (% of Salary) | 120% (CEO target moved to 130% in 2024) | 120% | 130% |
| Actual Annual Bonus Payout (% of Target) | 100% framework; payout per individual not disclosed for 2022 | 100% framework; payout not listed | 142% of target for CEO; $2,307,500 cash |
Notes:
- The Talent and Compensation Committee lowered the 2024 EAM funding from 151% to 142% due to serious injuries and fatalities (including four contractor fatalities) .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Outcomes
| Metric | Weight | Target | Actual | Payout Level | Notes |
|---|---|---|---|---|---|
| ETR Adjusted EPS ($) | 60% | $3.60 | $3.65 | 156% | Non-GAAP; reconciliation in Appendix A |
| Adjusted FFO/Debt Ratio | 10% | 14.4% | 15.0% | 200% | Non-GAAP ratio aligned to rating agency treatment |
| Safety (SIF; TRIR) | 10% | SIF: 5; TRIR: 0.45 | SIF: 18; TRIR: 0.41 | 90% (reset to zero in discretion) | Committee discretion set safety to zero, lowering EAM to 142% |
| Customer NPS (Residential, Business, Large C&I) | 10% | 49; 37; 45 | 34; 26; 49 | 200% | Blind benchmark for residential/business; custom for Large C&I |
| DIB (qualitative) | 10% | Qualitative | Qualitative | 89% | Qualitative assessment via KPI outcomes |
| Calculated EAM | — | — | — | 151% | Before discretion |
| Adjusted EAM | — | — | — | 142% | Downward adjustment due to SIF performance |
Performance Unit Program (PUP) – 2022–2024 Results (Vested January 2025)
| Measure | Weight | Target | Result | Achievement |
|---|---|---|---|---|
| Relative TSR vs Philadelphia Utility Index | 80% | Median | 1st Quartile (ranked 1st) | 200% |
| Adjusted FFO/Debt Ratio | 20% | 15.0% each year | 13.8% (2022), 17.2% (2023), 15.6% (2024); +10 bps credit outlook adjustment | 124% |
| Overall PUP Payout | — | 100% | — | 185% |
2024 Long-Term Grants (Mix and Vesting)
| Component | Grant-Date Value | Quantity | Vesting/Terms |
|---|---|---|---|
| 2024–2026 PUP (Performance Units) | $4,273,532 | 71,502 target units | Earned shares based on Relative TSR (80%) and Environmental Stewardship (20%) over 3 years; vest 12/31/2026 |
| Stock Options | $1,481,523 | 159,218 | 10-year term; strike $49.54; vest 1/3 annually on each of Jan 25, 2025/2026/2027 |
| Restricted Stock | $1,435,768 | 28,982 | Service-based; vest 1/3 annually on each of Jan 25, 2025/2026/2027 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned | 369,655 shares |
| Options exercisable within 60 days | 592,032 |
| Ownership as % of shares outstanding | 0.086% (369,655 / 430,761,399) |
| CEO stock ownership guideline | 6x base salary; all NEOs in compliance as of last review |
| Share retention rules until guideline met | Retain 100% of net shares from PUP and RS; 75% of net shares from option exercises |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Trading controls | Trading only in open windows; 10b5-1 plans allowed only in open windows and must be GC-approved |
Unvested/Outstanding Equity Detail (as of 12/31/2024)
| Category | Quantity | Schedule/Notes |
|---|---|---|
| Unexercisable 2024 options | 159,218 | 1/3 vested Jan 25, 2025; remaining 1/2 in 2026 and 2027 |
| Unexercisable 2023 options | 81,088 | 1/2 vested Jan 26, 2025; remainder vests Jan 26, 2026 |
| Unexercisable 2022 options | 16,988 | Vested Jan 27, 2025 |
| RS not vested (2024 grant) | 30,112 | 1/3 vested Jan 25, 2025; remaining tranches Jan 25, 2026/2027 |
| RS not vested (2023 grant) | 16,810 | Half vested Jan 26, 2025; remainder Jan 26, 2026 |
| RS vested (2022 grant) | 2,924 | Vested Jan 27, 2025 |
| 2024–2026 PUP units (unearned) | 143,004 | Performance-based; vest 12/31/2026 |
| 2023–2025 PUP units (unearned) | 123,580 | Performance-based; vest 12/31/2025 |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None for executive officers |
| Severance (Change in Control) | Double-trigger required; lump sum severance capped at 2.99x salary + higher of prior-year actual bonus or 2-year average target bonus |
| Equity acceleration (CIC) | Double-trigger; unvested options/RS fully vest; PUP pays greater of target or pro-rata based on performance to termination |
| Non-compete | Generally 2 years; extends to 3 years where permissible |
| Welfare benefits (CIC termination) | Entergy-subsidized COBRA for 18 months for non-retirement-eligible executives |
| Clawbacks | Dodd-Frank-compliant and broader policy: recover incentive pay upon restatement or material miscalculation; separate discretionary recoupment for detrimental conduct within lookback periods |
| Tax gross-ups | None for OCE; no severance gross-up; relocation gross-up permitted |
| Deferred compensation | Eligible plan exists; none of NEOs had deferrals outstanding as of 12/31/2024 |
| Pension/SERP (present value) | SERP: $8,236,900; Entergy Retirement Plan: $748,200; credited service 26.37 years |
Board Governance
- Board service: Director since 2022; Chair since February 2023; Executive Committee Chair .
- Committee roles: Marsh chairs the Executive Committee; other board committees are fully independent and chaired by independent directors (Audit, Corporate Governance, Talent & Compensation, Finance, Nuclear and Operations Oversight) .
- Independence: All directors except the Chair are independent under NYSE standards; Lead Director structure in place .
- Lead Independent Director: Duties include agenda review, executive sessions without management, liaison with shareholders, performance feedback to CEO .
- Board meeting attendance: 9 meetings in 2024; each incumbent director attended at least 96% of Board and committee meetings .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
Dual-Role Implications (Chair + CEO)
The Board annually assesses leadership structure and currently favors a combined Chair/CEO with a strong independent Lead Director, citing unified leadership benefits and robust independent oversight through independent directors and committee chairs . Policies prohibit hedging/pledging by insiders and emphasize majority voting, executive sessions, and annual evaluations to mitigate independence concerns .
Director Compensation
- Marsh receives no additional compensation for Board service as Chair/CEO; director fees apply only to non-employee directors .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~96% of votes cast; five-year average ~95% .
- Program refinements informed by shareholder feedback (e.g., moving Environmental Stewardship to PUP; Adjusted FFO/Debt to AIP; safety and NPS metric design changes) .
Compensation Peer Group
- Benchmarking relies on broad survey data, validated against companies in the Philadelphia Utility Index for reasonableness and for Relative TSR measurement in the PUP; target total direct compensation positioned around market median .
Performance & Track Record
- Strategic wins: Hyperscale data center service agreements in Mississippi and Louisiana; >700 MW solar brought online in 2024; resilience investments approved (~$2 billion first phase) .
- Safety challenge: Four contractor fatalities in 2024 led to discretionary reduction of AIP funding; signals operational execution risk requiring continued focus on safety culture .
- Legal/regulatory: SERI settlements at FERC reduced litigation exposure .
Equity Ownership & Trading Signals
- Upcoming vesting tranches and option cliffs through 2026–2027 could create mechanical selling pressure during open windows; however, strict trading controls and retention requirements mitigate near-term selling incentives until guidelines remain met .
Compensation Structure Analysis
- High performance leverage: ~90% of CEO 2024 target pay is performance-based; LTI fully in stock; annual metrics are 90% quantitative; PUP emphasizes relative TSR and environmental stewardship .
- Mix shift and rigor: Movement of Adjusted FFO/Debt to AIP and Environmental Stewardship to PUP increases quantitative sustainability linkage; AIP goals reflect steady EPS growth and tightened safety/NPS designs .
- Governance safeguards: Double-trigger CIC; no option repricing; clawbacks beyond Dodd-Frank; no severance tax gross-ups .
Related Party Transactions & Red Flags
- Board policy requires review/approval; Company reports no related party transactions >$120,000 since Jan 1, 2024 .
- Red flags mitigated: Anti-hedging/pledging; majority voting; independent committees; strong Lead Director; yet 2024 safety incidents present a reputational and operational risk .
Multi-Year Compensation (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $781,560 | $1,100,000 | $1,209,615 |
| Stock Awards ($) | $4,598,890 | $5,159,370 | $5,709,300 |
| Option Awards ($) | $414,050 | $1,220,557 | $1,481,523 |
| Non-Equity Incentive ($) | $960,700 | $1,821,600 | $2,307,500 |
| Change in Pension Value ($) | $0 | $982,400 | $2,043,600 |
| All Other Compensation ($) | $106,560 | $89,281 | $94,837 |
| Total ($) | $6,861,760 | $10,373,208 | $12,846,375 |
Investment Implications
- Alignment positives: Strong TSR performance, high at-risk pay, quantitative metrics, stock-denominated LTI, robust clawbacks, and strict anti-hedging/pledging policies align incentives with owners and reduce adverse trading behaviors .
- Retention and risk: Competitive severance with 2.99x cap and double-trigger equity mitigates retention risk without excessive change-in-control economics; pension/SERP values indicate long tenure and embedded retention .
- Execution watch items: 2024 safety results and lowered AIP funding underscore operational risk; continued monitoring of safety metrics, resilience execution, regulatory settlements, and large-load integration is warranted for forecasting payout variability and margin trajectory .
- Trading signals: Upcoming vesting events could correlate with Form 4 activity during windows; company-imposed retention and window controls temper immediate selling pressure; monitor open-window periods and any new 10b5-1 plans .