John H. Black
Director at ETR
Board
About John H. Black
Independent director, age 65, based in Atlanta, GA; joined Entergy’s board in 2023. He is Audit Committee Chair and a member of the Nuclear and Operations Oversight Committee, bringing deep Big Four audit expertise, including serving as Entergy’s lead audit partner from 2011–2015 and advising large, complex utility clients on sustainability reporting and controls; he qualifies as an Audit Committee Financial Expert under NYSE standards. Board independence was affirmed (all directors except the CEO are independent), and incumbent directors each attended at least 96% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | 2002–2021 | Lead audit partner for Entergy (2011–2015); extensive utility auditing; advised on sustainability reporting/internal controls |
| Arthur Andersen & Co. | Audit Partner | 1992–2002 | Audit leadership for large clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Black |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 9 | Oversees financial reporting, internal controls, compliance, auditor appointment, cybersecurity risk; Black and Frederickson designated “Audit Committee Financial Experts” |
| Nuclear & Operations Oversight | Member | 5 | Oversight of nuclear operations and electric generation, transmission, distribution capability and operations (committee expanded/renamed Oct 2024) |
- Independence and structure: All directors (except the Chair/CEO) are independent; executive sessions held at each regular Board meeting led by the Lead Director; key committees are fully independent.
- Board activity: Board met 9 times in 2024; all incumbent directors attended ≥96% of combined Board and committee meetings; all directors attended the 2024 annual meeting.
Fixed Compensation
| Component (2024 Non‑Employee Director Program) | Amount | Notes |
|---|---|---|
| Quarterly Cash Retainer | $29,375 | Increased effective June 1, 2024 (annual cash retainer total $117,500) |
| Annual Audit Committee Chair Retainer | $25,000 | Paid to committee chairs; Audit is highest |
| Annual Nuclear & Operations Oversight Committee Chair Retainer | $20,000 | Chair role (member retainer separate below) |
| Annual Talent & Compensation Committee Chair Retainer | $20,000 | — |
| Annual Corporate Governance Committee Chair Retainer | $20,000 | — |
| Annual Finance Committee Chair Retainer | $15,000 | — |
| Nuclear & Operations Oversight Committee Member Retainer | $18,000 | Unique member retainer |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| John H. Black | $133,000 | $170,410 | $2,741 | $306,151 |
Performance Compensation
| Grant Type | 2024 Grant Value | Units/Shares | Vesting/Payment Terms |
|---|---|---|---|
| Quarterly Stock Award | $23,125 per quarter | Common shares; deferral election available | Shares issued quarterly; deferred shares accrue dividend equivalents (cash-settled phantom units if elected) |
| Annual Phantom Stock Units (SRP) | $85,000 | 1,424 SRP Units granted in 2024 | Vested at grant; paid in Entergy shares upon director’s Board separation; dividend equivalents paid in shares post‑separation; lump sum or five annual installments per election |
- Outstanding SRP units held by Mr. Black as of Dec 31, 2024: 1,836 units.
- Directors’ compensation is fixed cash and time‑based equity; there are no performance metrics tied to director pay.
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Considerations |
|---|---|---|
| Deloitte & Touche LLP | Entergy’s Independent Auditor since 2001 | Mr. Black is former Deloitte audit partner and is currently Audit Committee Chair overseeing Deloitte; independence safeguards include lead partner rotation (current term commenced 2022), strict pre‑approval of services, and all 2024 fees were pre‑approved. 2024 fees: Audit $10,675,300; Audit‑Related $1,475,000; All Other $151,895; Total $12,302,195; no tax fees. |
- Related party transactions: Company states none involving directors/executives >$120,000 since Jan 1, 2024; Corporate Governance Committee administers the policy.
Expertise & Qualifications
- Audit Committee Financial Expert; extensive finance/accounting and internal control expertise; utility industry audit experience; sustainability reporting and controls advisory background.
- Risk oversight experience, including cybersecurity oversight via Audit Committee mandate.
Equity Ownership
| Holder | Common Shares | Options Exercisable in 60 Days | Deferred Stock Units | Notes |
|---|---|---|---|---|
| John H. Black | 5,343 [includes spouse holdings] | — | — | Beneficial ownership table as of Mar 7, 2025; directors’ “Shares” column includes SRP phantom units |
| Ownership Policy | Requirement | Status/Restrictions |
|---|---|---|
| Director Stock Ownership | ≥5× annual cash retainer ($587,500) within 5 years of election | All directors ≥5 years on Board met requirement; Mr. Black (elected 2023) is within the compliance period. Hedging and pledging of Entergy stock prohibited. |
Governance Assessment
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Strengths
- Deep audit expertise and designation as Audit Committee Financial Expert; chairs a highly active Audit Committee (9 meetings) with explicit cybersecurity oversight, strengthening financial reporting and risk governance.
- High engagement/attendance (board-wide ≥96%); independent Board structure with executive sessions; robust annual board/committee/director evaluations facilitated by a third party in 2024.
- Clear auditor oversight and independence processes (lead partner rotation, comprehensive pre‑approval, no tax fees), reducing independence risk despite prior auditor affiliation.
- Director ownership policy (5× retainer) and anti‑hedging/pledging enhance alignment with shareholders.
-
Red Flags and Monitoring Items
- Prior Deloitte affiliation while serving as Audit Committee Chair overseeing Deloitte may present perceived conflict; mitigants include retirement from Deloitte (2021), lead partner rotation, committee independence, and full fee pre‑approval disclosure—continue monitoring auditor independence rigor and service mix.
- Combined Chair/CEO structure at Entergy (with strong Lead Director), not directly tied to Mr. Black, but relevant to Board independence optics—ongoing annual review of leadership structure by Corporate Governance Committee.
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Compensation Signals (Directors)
- 2024 program increased cash and equity retainer components (cash +$5,000; equity +$5,000; SRP +$5,000), aligning with market benchmarks; pay remains predominantly time‑based equity plus fixed cash (no performance pay), typical for independent directors.
-
Shareholder Confidence Indicators
- No related‑party transactions disclosed; strong say‑on‑pay support (96% in 2024) reflects overall governance/compensation credibility, though it pertains to executives, not directors.
Overall, Mr. Black’s audit leadership and utility sector experience strengthen board oversight of financial reporting and risk. The primary perceived risk is his former Deloitte role given Deloitte’s long tenure as auditor; current safeguards and transparent fee disclosure mitigate but warrant continued scrutiny.