James F. Caldwell, Jr.
Director at ETR
Board
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 .