Brian W. Ellis
ENTERGY CORP /DE/About Brian W. Ellis
Independent director since 2020 (age 59; Bethesda, MD). Senior Vice President and General Counsel at Danaher Corporation (since 2016), previously Vice President and Group Counsel at Medtronic, Inc. (2012–2015). Brings extensive experience overseeing legal, compliance, corporate governance, regulatory affairs, sustainability, IP, EHS, and risk management in large, complex organizations . Entergy’s Board has determined all directors other than the CEO are independent under NYSE standards; Ellis is listed as “Independent” in the nominee slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. | Vice President and Group Counsel | 2012–2015 | Led legal and compliance for a major medical device company; governance/risk exposure |
External Roles
| Organization | Role | Tenure | Board/Committee Roles |
|---|---|---|---|
| Danaher Corporation | Senior Vice President and General Counsel | 2016–present | Executive role; no Entergy-disclosed public board positions for Ellis |
Board Governance
- Committees: Corporate Governance (member); Talent & Compensation (member). Not a committee chair .
- Attendance/Engagement: Board met 9 times in 2024; each incumbent director attended at least 96% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence and Structure: 9 of 10 directors are independent; independent executive sessions at each regular Board meeting; strong Lead Director model; anti-hedging and anti-pledging policies; director time commitment limits; majority voting with resignation policy .
- Sustainability Oversight: Corporate Governance Committee oversees sustainability strategy and reporting; T&C oversees human capital and safety .
| Committee | 2024 Meetings | Ellis Role | Key Responsibilities |
|---|---|---|---|
| Corporate Governance | 6 | Member | Director nominations; Board/committee self-evaluations; non-employee director pay; sustainability oversight |
| Talent & Compensation | 12 | Member | CEO and senior executive pay; incentive/equity plans; succession; human capital, culture, D&I oversight |
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $115,000 | Includes quarterly cash retainer; Ellis not a committee chair or Lead Director |
| Program Element (2024) | Amount | Detail |
|---|---|---|
| Quarterly Cash Retainer | $29,375 | Annualized $117,500 after June 1, 2024 increase |
| Lead Director Annual Retainer | $35,000 | Not applicable to Ellis |
| Committee Chair Annual Retainers | $15,000–$25,000 | Audit $25k; N&O/TC/CG $20k; Finance $15k (Ellis not chair) |
| N&O Committee Member Retainer | $18,000 | Not applicable to Ellis |
Performance Compensation
| Year | Stock Awards (Grant-Date FV) | All Other Compensation | Detail |
|---|---|---|---|
| 2024 | $170,410 | $8,603 | Includes quarterly stock grants and annual phantom stock units (SRP); “All Other” largely SRP dividend equivalents |
| Director Equity Program (2024) | Structure | Amount |
|---|---|---|
| Quarterly Stock Award | Common shares (deferral optional to phantom units) | $23,125 per quarter |
| Annual SRP Phantom Units | Vested at grant; payable in shares at Board departure; dividends accrue | $85,000 grant value |
| Ownership Requirement | 5x annual cash retainer within 5 years | $587,500 value threshold |
Performance metrics Ellis oversees as a T&C Committee member (executive incentives):
| 2024 Annual Incentive Program (AIP) | Weight | Target | 2024 Result | Achievement |
|---|---|---|---|---|
| ETR Adjusted EPS ($/sh) | 60% | 3.60 | 3.65 | 156% |
| Adjusted FFO/Debt Ratio | 10% | 14.4% | 15.0% | 200% |
| Safety (SIF/TRIR) | 10% | SIF: 5; TRIR: 0.45 | SIF: 18; TRIR: 0.41 | 90% (set to zero via downward discretion) |
| Customer NPS (Res/Bus/Large C&I) | 10% | 49 / 37 / 45 | 34 / 26 / 49 | 200% |
| DIB (qualitative) | 10% | Qualitative | Qualitative | 89% |
| Calculated EAM → Adjusted EAM | — | — | 151% → 142% | Committee cut for safety outcomes |
| 2022–2024 PUP (Long-Term) | Weight | Target | Result | Payout |
|---|---|---|---|---|
| Relative TSR (vs. Philadelphia Utility Index) | 80% | Median | 1st Quartile | 200% |
| Adjusted FFO/Debt Ratio (3-yr avg with outlook adj.) | 20% | 15.0% | 13.8% / 17.2% / 15.6% (+10 bps modifier) | 124% |
| Total PUP Payout | — | 100% | — | 185% |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ellis in Entergy’s proxy .
- Related-party transactions: Company reports none since Jan 1, 2024 under its policy administered by the Corporate Governance Committee .
Expertise & Qualifications
- Legal/governance/regulatory expert with sustainability and risk oversight experience; senior leadership in innovation-driven enterprises .
- Board skills matrix highlights legal/public policy, risk management, human capital, and sustainability experience across the Board; Ellis contributes to Corporate Governance and T&C oversight .
Equity Ownership
| Holder | Shares | Options (exercisable <60 days) | Stock Units | Notes |
|---|---|---|---|---|
| Brian W. Ellis | 11,945 | — | — | Individual beneficial ownership does not exceed 1% of outstanding shares; director “Shares” column includes SRP phantom units per proxy note |
| Phantom Units Outstanding (12/31/2024) | — | — | 5,282 | SRP units to be settled in shares at Board departure; dividends accrue |
Policies:
- Anti-hedging and anti-pledging policy for directors and officers; margin transactions prohibited .
- Director ownership guideline: 5x cash retainer within 5 years; as of Dec 2024, all directors with ≥5 years service were compliant (Ellis joined in 2020) .
Governance Assessment
- Committee effectiveness: Ellis serves on two key independent committees—Corporate Governance and Talent & Compensation—central to director selection, evaluations, sustainability oversight, and pay design. Notably, T&C exercised downward discretion on the 2024 AIP to zero out safety due to serious injuries/fatalities, demonstrating active risk-aware stewardship .
- Independence and engagement: Independent status, high attendance (≥96%), and participation in executive sessions support effective oversight and investor confidence .
- Compensation alignment: Director pay is mix of cash retainer and equity (quarterly stock and SRP units) with robust ownership guidelines; no hedging/pledging allowed, supporting alignment .
- Stakeholder signals: Strong say-on-pay (≈96% approval in 2024) and explicit sustainability oversight; committee frameworks incorporate quantitative financial and safety/customer/DIB measures, aligning incentives with risk and stakeholder outcomes .
RED FLAGS and mitigants:
- Safety outcomes in 2024 (four contractor fatalities) prompted discretionary payout reduction—while a negative operational signal, the committee’s governance response is a positive oversight indicator .
- Related-party risk: None disclosed since Jan 1, 2024; policy framework under Corporate Governance Committee reduces conflict risk .
- Time/overboarding risk: Entergy policy limits outside boards; Ellis is an operating executive without disclosed other public boards; high attendance mitigates capacity concerns .