Karen A. Puckett

About Karen A. Puckett

Independent director of Entergy Corporation since 2015; age 64. Former President and CEO of Harte Hanks, and long-time senior operator at CenturyLink/CenturyTel. Currently chairs Entergy’s Talent and Compensation Committee and serves on the Audit Committee. The proxy highlights her deep operating experience in regulated, technology-driven sectors, human capital management, regulatory affairs, and governance; she also has ties to Louisiana from prior executive roles in the state .

Past Roles

Organization	Role	Tenure	Committees/Impact
Harte Hanks, Inc. (public)	President & Chief Executive Officer	2015–2018	Senior operating leadership; technology-driven marketing services experience
CenturyLink, Inc.	President – Global Markets	2014–2015	Oversaw go-to-market in large telecom; regulated industry exposure
CenturyLink, Inc.	EVP & Chief Operating Officer	2009–2014	Enterprise-wide operations in telecom; transformation experience
CenturyTel, Inc.	President & Chief Operating Officer	2000–2009	Large-scale operating leadership in telecom

External Roles

Organization	Role	Public/Private	Notes
Lumos Fiber	Non-Executive Chair	Private	Broadband/fiber infrastructure governance role
Cypress Creek Renewables, LLC	Director	Private	Renewable energy developer oversight
Ensono Ltd.	Director	Private	IT services/data infrastructure oversight
Osmose Utilities Services, Inc.	Director	Private	Utility infrastructure services oversight
Harte Hanks, Inc.	Former Director	Public	Prior public company directorship

Board Governance

Independence and tenure: Independent director since 2015; Entergy’s board is majority independent (9 of 10 in 2025 proxy summary) .
Committee assignments (2024 activity and scope):
- Talent & Compensation (Chair). 12 meetings in 2024. Oversees CEO/NEO pay, incentive and equity plans, policies, CEO evaluation, succession planning, and workforce/talent oversight .
- Audit (Member). 9 meetings in 2024. Oversees financial reporting, auditor oversight, internal audit, and compliance; committee members meet SEC/NYSE independence and financial literacy standards .
Attendance: In 2024 the Board met 9 times; each incumbent director attended at least 96% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Committee leadership and reports: As T&C Chair, Puckett co-signed the 2025 T&C Committee Report stating the committee reviewed the CD&A and recommended its inclusion; the committee also reviewed compensation risk in Feb 2025 and concluded no material adverse risk from pay programs .

Fixed Compensation

Program structure (effective June 1, 2024 unless noted):

Quarterly cash retainer: $29,375 (annualized $117,500) .
Committee chair retainers (annual): Audit $25,000; Talent & Compensation $20,000; Corporate Governance $20,000; Finance $15,000; Lead Director $35,000; Nuclear & Operations Oversight member retainer $18,000 .
Director cash deferral: May defer cash retainer into a plan earning notional 401(k) options until separation .

Director-level compensation (trend):

Metric	2023	2024
Fees Earned or Paid in Cash ($)	132,500	135,000
Stock Awards ($)	167,655	170,410
All Other Compensation ($)	33,260	40,146
Total ($)	333,415	345,556

Program changes: In 2024, following Pay Governance benchmarking (Philadelphia Utility Index and S&P 500), the Board raised the non-employee director cash retainer by $5,000 annually (to $117,500), quarterly equity by $5,000 annually (to $92,500), and SRP phantom stock units by $5,000 (to $85,000) effective June 1, 2024 .

Performance Compensation

Equity-based elements for non-employee directors:

Quarterly stock grant: $23,125 per quarter; directors may elect to defer into phantom stock units paid in cash upon distribution; deferred shares accrue dividend equivalents .
Annual SRP phantom stock units: $85,000 value on grant; units are vested at grant, settled in Entergy shares at board departure, accrue dividend equivalents; post-2022 SRP units generally paid in a lump sum unless installments elected .

Detail for Puckett:

Equity Detail	2023	2024
Stock awards (aggregate grant-date fair value)	$167,655	$170,410
SRP units granted (program detail)	815 per director (except pro-rata cases)	1,424 per director
Outstanding SRP/phantom units at year-end	7,099 (as of 12/31/2023)	15,622 (as of 12/31/2024)

Notes:

No stock options are part of the director program; equity is delivered via common shares and SRP phantom stock units; SRP units are vested at grant and settle at separation; dividends accrue as equivalents .
No performance metrics apply to director equity grants; these are time-based/board-service related awards .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed
Prior public boards	Harte Hanks, Inc. – Former Director
Private company boards	Lumos Fiber (Non-Executive Chair); Cypress Creek Renewables; Ensono Ltd.; Osmose Utilities Services
Potential interlocks/conflicts	No related-party transactions since Jan 1, 2024; policy requires Corporate Governance Committee approval for any such transactions over $120,000 and outlines excluded categories (e.g., utility services at regulated rates)

Expertise & Qualifications

Extensive management and operations track record in regulated, technology-driven sectors (telecommunications and marketing services) .
Human capital management and corporate governance expertise; experience in governmental and regulatory affairs; technology-driven innovation .
Regional insight from Louisiana ties benefiting Entergy’s service territory oversight .

Equity Ownership

Item	Measure
Beneficial ownership – shares of common stock	31,115 shares as of Mar 7, 2025
Phantom/SRP units outstanding	15,622 units as of Dec 31, 2024
Recent insider transaction	Feb 28, 2025: acquired 265 common shares at $0 under Director Stock Program; Form 4 filed Mar 3, 2025
Ownership guidelines	Directors must hold ≥5x annual cash retainer ($587,500) within 5 years; as of Dec 2024, the Corporate Governance Committee determined all non-employee directors with ≥5 years of service met the requirement .
Board service length	Director since 2015 (≥9 years), meeting the tenure threshold cited above .

Notes: The beneficial ownership table indicates that none of the named individuals exceed 1% of shares outstanding; director balances include phantom units under the SRP (non-voting, dividend equivalents accrue) .

Governance Assessment

Strengths: Independent director with deep operating background; chairs the Talent & Compensation Committee (12 meetings in 2024), signaling substantive engagement in pay design, succession planning, and workforce oversight; Audit Committee membership adds financial oversight breadth . The T&C committee’s 2025 report affirms review of CD&A and a compensation risk assessment indicating no material risk; use of independent consultant (Pay Governance) and program benchmarking support governance robustness .
Alignment: Director pay mix includes ongoing equity via quarterly stock grants and annual SRP units; a rigorous ownership guideline (≥5x cash retainer) applies and was met by all directors with ≥5 years’ service at the latest review; Puckett’s tenure since 2015 places her within this cohort .
Conflicts/Red flags: No related-party transactions since Jan 1, 2024; standard related-party review policy in place and administered by Corporate Governance Committee. No options or repricing features in director awards; no issues flagged in the proxy regarding attendance (≥96% for incumbents) .
Monitoring items: Multiple private-company board roles (Lumos Fiber, Cypress Creek Renewables, Ensono, Osmose) warrant continued monitoring for time commitments, though no interlocks or related-party transactions are disclosed .

Overall, Puckett’s chair role on T&C, Audit participation, and tenure align with effective oversight of pay, succession, and financial reporting, with no disclosed related-party or attendance concerns—factors that generally support investor confidence in board effectiveness .