Gina F. Adams
Director at ETR
Board
About Gina F. Adams
Gina F. Adams, age 66, is an independent director of Entergy Corporation (ETR) since 2023. She serves on the Corporate Governance and Talent & Compensation committees. Adams is Executive Vice President, General Counsel and Secretary at FedEx Corporation (since September 2024) and previously led FedEx’s government and regulatory affairs; she earlier served as an attorney at the U.S. Department of Transportation. She is a director of American Funds (private) since 2019 and Chair of American University since 2023 (trustee since 2007). Her core credentials include government/legal/public policy, stakeholder engagement, human capital management, and risk management through senior legal and business roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Executive Vice President, General Counsel and Secretary | Sep 2024–present | Senior legal leadership; risk management; business transformation |
| FedEx Corporation | Corporate Vice President, Government & Regulatory Affairs | 2001–2024 | Government relations; policy; stakeholder engagement |
| FedEx Corporation | Staff VP, International Regulatory Affairs | 1999–2001 | Regulatory affairs |
| FedEx Corporation | Staff Director, International Regulatory Affairs | 1998–1999 | Regulatory affairs |
| FedEx Corporation | Managing Attorney, International Regulatory Affairs | 1992–1998 | Legal/regulatory |
| U.S. Department of Transportation | Attorney, Office of General Counsel | 1983–1992 | Federal legal experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Funds (division of privately owned wealth manager) | Director | 2019–present | Governance oversight |
| American University | Chair (Trustee since 2007) | Chair since 2023 | Board leadership; higher education governance |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Adams is listed “Independent.”
- Committees: Corporate Governance (member) and Talent & Compensation (member). Corporate Governance met 6 times in 2024; Talent & Compensation met 12 times in 2024.
- Attendance: In 2024 the Board met 9 times; each incumbent director attended at least 96% of total Board and committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director governance: Executive sessions at each regular Board meeting; robust Lead Director duties and 3-year term selection process.
- Sustainability and risk oversight: Corporate Governance oversees sustainability strategy; T&C oversees human capital and safety; Audit oversees cybersecurity; committees receive regular management reports.
- Director time-commitment and share ownership policies: Limits on outside public boards; proxy access; majority voting; anti-hedging and anti-pledging for directors.
Fixed Compensation
| Component | Structure | Gina F. Adams 2024 Actual |
|---|---|---|
| Quarterly Cash Retainer | $29,375 per quarter ($117,500 annually, effective June 1, 2024) | $115,000 fees earned/paid in cash |
| Committee Chair Retainers | Audit Chair: $25,000; Nuclear/TC/CG Chair: $20,000; Finance Chair: $15,000 | Not applicable (member, not chair) |
| Nuclear Committee Member Retainer | $18,000 annually (member-only retainer) | Not applicable (not a Nuclear committee member) |
| Cash Deferral Option | Eligible to defer cash retainer into Non-Employee Director Cash Deferral Plan | Program available; individual election not disclosed |
Performance Compensation
| Equity Award | Program Terms | Gina F. Adams 2024 Actual |
|---|---|---|
| Quarterly Stock Award | $23,125 FMV per quarter; option to defer into phantom stock units; dividend equivalents accrue; phantom units paid in cash at distribution | Included in 2024 stock awards total ($170,410 aggregate) |
| Annual Phantom Stock Units (SRP Units) | Grant valued at $85,000; vested at grant; payable in shares of common stock upon Board departure; dividend equivalents accrue and paid in shares; payout lump sum or installments per election | 1,424 SRP Units granted in 2024 (value included in $170,410) |
Executive incentive metrics overseen by the Talent & Compensation Committee (signals of governance rigor):
| 2024 Annual Incentive Measure | Weight | Target | 2024 Result | Achievement |
|---|---|---|---|---|
| ETR Adjusted EPS ($) | 60% | 3.60 | 3.65 | 156% |
| Adjusted FFO/Debt Ratio | 10% | 14.4% | 15.0% | 200% |
| Safety (SIF count / TRIR) | 10% | SIF: 5 / TRIR: 0.45 | SIF: 18 / TRIR: 0.41 | 90% |
| Customer NPS (Residential/Business/Large C&I) | 10% | 49 / 37 / 45 | 34 / 26 / 49 | 200% |
| DIB (qualitative) | 10% | Qualitative | Qualitative | 89% |
| Calculated EAM; Adjusted EAM | — | — | — | 151%; adjusted to 142% (safety reset to zero due to four contractor fatalities) |
2024–2026 PUP metrics (oversight):
- Relative TSR 80% (min bottom of 3rd quartile; target median; max 1st quartile); Environmental Stewardship 20% (Climate Resilience and Carbon-Free Generation with CCS modifier).
Other Directorships & Interlocks
| Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| American Funds | Private (division) | Director | No ETR-related transactions disclosed |
| American University | Non-profit | Chair | No ETR-related transactions disclosed |
- Related party transactions: To the Company’s knowledge, since Jan 1, 2024, neither Entergy nor its affiliates participated in any related party transaction; policy administered by Corporate Governance Committee with defined thresholds and exclusions.
Expertise & Qualifications
- Government/legal/public policy, lobbying, stakeholder engagement across legislative, policy, regulatory, operational, sustainability, and economic issues; senior enterprise human capital experience; risk management and business transformation through legal and business roles and outside board service.
- Committee skills alignment: T&C oversight of executive pay, succession, talent/culture; Corporate Governance oversight of sustainability, director nominations, director compensation.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 4,943 shares (for directors, “Shares” column includes SRP phantom units) |
| Options exercisable within 60 days | None |
| Stock units (table column) | None shown |
| SRP phantom units outstanding (Dec 31, 2024) | 1,836 units |
| Ownership as % of outstanding | Each individual’s beneficial ownership does not exceed 1% |
| Stock ownership guideline | Within 5 years of election, must hold ≥5x annual cash retainer ($587,500) |
| Guideline compliance status | As of Dec 2024, all directors with ≥5 years on Board complied; Adams (elected 2023) is within the five-year window |
| Hedging/pledging policy | Prohibits short selling, hedging, pledging, and margin transactions in Entergy securities |
Governance Assessment
- Strengths: Independent director with deep public policy and stakeholder expertise; engaged on Corporate Governance and T&C committees; high attendance (≥96%); robust anti-hedging/pledging and ownership guideline policy; strong say-on-pay support (~96% in 2024).
- Alignment: Director compensation balanced between cash retainer and equity (quarterly stock + SRP units), promoting ownership; stock awards and SRP units totaled $170,410 in 2024; cash fees $115,000.
- Oversight signals: T&C adjusted annual incentive funding downward to 142% due to serious safety incidents (four contractor fatalities), indicating willingness to exercise discretion—an investor-positive governance action, while highlighting operational safety risk that the Board and T&C must continue to address.
- Conflicts: No related-party transactions reported; director time-commitment limits and independence affirmed.
- RED FLAGS: Safety outcomes in 2024 triggered discretionary reduction of incentive payouts (EAM) to 142%—a governance response to risk but underscores ongoing safety oversight needs.