James F. Caldwell, Jr.
ENTERGY CORP /DE/About James F. Caldwell, Jr.
Admiral James F. Caldwell, Jr. (age 66) was elected an independent director of Entergy Corporation effective November 1, 2025; he serves on the Nuclear and Operations Oversight Committee and the Talent and Compensation Committee . He retired from the U.S. Navy in January 2024 after most recently directing the Naval Nuclear Propulsion Program (2015–2024), and holds a B.S. in Marine Engineering (U.S. Naval Academy) and an M.S. in Operations Research (Naval Postgraduate School) . The Board affirmed his independence under NYSE rules and company guidelines; with his election ETR’s Board size increased to 12 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Director, Naval Nuclear Propulsion Program | Aug 2015 – Jan 2024 | Oversaw safe/reliable operations of all U.S. Navy nuclear propulsion plants; led workforce of >85,000 |
| U.S. Navy | Director, U.S. Navy Staff | 2015 | Senior leadership and coordination role |
| U.S. Navy | Inspector General | 2013 – 2015 | Enterprise oversight and accountability |
| U.S. Navy | Commander, Submarine Force (U.S. Pacific Fleet) | 2010 – 2013 | Operational leadership of Pacific submarine force |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Severn Leadership Group | Director (Board) | Current (as disclosed) | Non-profit board service |
Board Governance
- Committee assignments: Nuclear and Operations Oversight (member) and Talent & Compensation (member) .
- Independence: Determined independent under NYSE and company guidelines .
- Board size and structure: Increased to 12 with his election; Board otherwise fully independent except Chair/CEO; independent Lead Director; executive sessions at each regular meeting .
- Committee mandates he will influence:
- Nuclear & Operations Oversight: Non-management oversight of nuclear generating plants and electric generation, transmission and distribution operations; focus on safety, operating performance and costs .
- Talent & Compensation: Oversees executive compensation, succession planning, human capital, safety, organizational health, and DIB; 12 meetings in 2024 .
- Attendance: 2024 Board met 9 times with ≥96% attendance by incumbents; Caldwell joined in Nov 2025, so his attendance is not yet disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $29,375 | Program increased effective June 1, 2024; paid pro rata quarterly |
| Annual Nuclear & Operations Oversight Committee member retainer | $18,000 | Applies to Nuclear & Ops Oversight committee members |
| Quarterly stock award (common shares) | $23,125 | Directors may elect deferral into phantom stock units; dividend equivalents accrue |
| Annual phantom stock units (SRP) | $85,000 | Vested at grant; payable in common shares upon Board separation; dividend equivalents accrue |
| Cash deferral plan | Optional | Non-employee directors may defer cash retainers; credited to notional investments |
| Pro rata entitlement (for Caldwell) | Pro rata from Nov 1, 2025 through 2026 AGM | Same compensation as other non-employee directors |
Performance Compensation
Directors do not have performance-based equity; equity awards are time-based. As a member of the Talent & Compensation Committee, Caldwell will oversee executive incentive metrics and payouts. The current frameworks are:
| Annual Incentive (2024) – Measures | Weight | Target | 2024 Result | Achievement |
|---|---|---|---|---|
| ETR Adjusted EPS ($) | 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%; 142% (downward discretion for safety) |
| Long-Term PUP (2024–2026) – Measures | Weight | Goals |
|---|---|---|
| Relative TSR vs Philadelphia Utility Index | 80% | Min: bottom of 3rd quartile; Target: median; Max: 1st quartile |
| Environmental Stewardship (Climate Resilience 60%; Carbon-Free Generation 40%) | 20% | Climate Resilience annual % restoration cost reduction targets; Carbon-free generation cumulative TWh; CCS modifier ±9% |
Director Compensation Program (context and 2024 levels)
| Item | 2024 Amount |
|---|---|
| Annual Lead Director retainer | $35,000 |
| Annual Audit Chair retainer | $25,000 |
| Annual Nuclear & Ops Oversight Chair / Talent & Comp Chair / Corp Gov Chair | $20,000 each |
| Annual Finance Chair retainer | $15,000 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Severn Leadership Group | Non-profit | Director | None disclosed with ETR stakeholders |
| Public company boards | — | — | None disclosed |
Expertise & Qualifications
- Nuclear operations and safety leadership; cybersecurity oversight exposure via Navy nuclear program .
- Large-scale operational risk management and workforce leadership (>85,000) .
- Technical education in marine engineering and quantitative operations research .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (initial) | 0 shares | Form 3 filed; “No securities are beneficially owned.” |
| Ownership guidelines | 5x annual cash retainer ($587,500) within five years of election | Company policy; review at year end confirmed compliance for 5+ year directors |
| Hedging/pledging | Prohibited for directors and officers | Anti-hedging and anti-pledging policies |
Insider Filings and Trades
| Date | Form | Summary | Holdings After | Notes |
|---|---|---|---|---|
| Nov 4, 2025 | Form 3 | Initial statement of beneficial ownership upon joining Board (event date 11/01/2025) | 0 | Filed via power of attorney; no derivative or non-derivative holdings |
Governance Assessment
- Board effectiveness: Caldwell’s nuclear expertise enhances independent oversight of ETR’s nuclear fleet and grid operations through the Nuclear & Operations Oversight Committee, aligning with ETR’s safety and resilience priorities . As a T&C member, he will help maintain pay-for-performance rigor across EPS, credit, safety, NPS, DIB, and long-term ESG-linked metrics .
- Independence and conflicts: Board determined he is independent; no arrangements or understandings in his election; no related party transactions noted since Jan 1, 2024 .
- Compensation alignment: Director pay combines cash retainers with equity (quarterly stock and SRP units payable in shares at separation), supporting long-term alignment; anti-hedging/pledging policies reinforce investor-friendly posture .
- Attendance and engagement: Board/committee cadence is robust (e.g., 9 Board meetings; 12 T&C meetings in 2024), with executive sessions; Caldwell’s attendance will be assessable starting FY2026 disclosures .
- RED FLAGS to monitor:
- No share ownership at appointment (common for new directors) – monitor progress toward ownership guideline by year 5 .
- Safety outcomes impacted executive payouts in 2024 (EAM adjusted down to 142% due to SIFs); increased Nuclear & Ops Oversight focus expected under committee leadership, with Caldwell’s background a potential mitigating influence .