Kimberly Cook-Nelson
Executive Vice President, Nuclear Operations and Chief Nuclear Officer at ETR
Executive
About Kimberly Cook-Nelson
Kimberly Cook-Nelson is Entergy’s Executive Vice President and Chief Operating Officer effective May 1, 2025 (age 53). She previously served as EVP, Nuclear Operations and Chief Nuclear Officer since November 2022, after earlier roles including COO, Nuclear Operations; VP, System Planning & Operations; and VP, Operations Support. She holds a B.S. in Mechanical Engineering, an M.S. in Engineering Management, and an MBA (all from the University of New Orleans), and is an alumnus of Harvard Business School’s Advanced Management Program. Early in her career she earned an NRC Senior Reactor Operator license at Waterford 3 and was a licensed professional engineer .
Entergy performance context during her senior leadership tenure: 2024 TSR was 55.9% (2nd of 21 Philadelphia Utility Index constituents), and 2022–2024 TSR was 51.6% (1st of starting 20 constituents) .
Company revenue and EBITDA trend (context for pay-for-performance):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $13,420,765,000* | $12,022,944,000* | $11,805,802,000* |
| EBITDA | $3,868,953,000* | $4,734,753,000* | $5,048,772,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Entergy | EVP & COO | Appointed May 1, 2025 | Overall responsibility for safety, generation, T&D, capital projects, incident response, system planning; broad Operations portfolio |
| Entergy | EVP, Nuclear Operations & Chief Nuclear Officer | Nov 2022 – Apr 2025 | Led safe, secure and reliable operations of four nuclear plants (five reactors) in AR/LA/MS; delivered strong TSR cycle performance outcomes |
| Entergy | COO, Nuclear Operations | 2021 – 2022 | Responsible for Arkansas Nuclear One, River Bend and Palisades stations |
| Entergy | VP, System Planning & Operations | 2019 – 2021 | Oversaw local balance authority, energy marketing/origination, settlements, non‑nuclear fuels, long‑term capacity planning |
| Entergy | VP, Operations Support (Nuclear HQ) | 2016 – 2019 | Accountable for functional area managers, training, performance improvement, org effectiveness, business planning |
| Entergy – Waterford 3 | GM, Plant Operations; operations leadership; earlier engineering/safety analysis | 1996 onward (various) | Progressed from design engineer to plant leadership; earned SRO; led system engineering, maintenance, safety assurance, operations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Institute of Nuclear Power Operations (INPO) | Organizational Effectiveness Team Leader and Corporate Evaluator (rotational assignment) | Not disclosed | Contributed external peer evaluation and organizational effectiveness insights to fleet performance |
Fixed Compensation
| Component | 2024 Terms (CNO) | 2024 Outcome | 2025 Terms (COO) |
|---|---|---|---|
| Base Salary | $660,000 | n/a | $745,000 effective May 1, 2025 |
| Target Bonus % | 75% of salary | n/a | 80% of salary target under AIP |
| Target Bonus ($) | $495,000 | n/a | Determined per program (target = 80% of base) |
| Actual Bonus Paid | n/a | $693,000 (140% of target) | n/a |
Perquisites (2024): eligible executive physical exam; permitted corporate aircraft usage with CEO approval (Cook‑Nelson had both in 2024) .
Performance Compensation
2024 Annual Incentive Program (AIP) — Corporate Metrics and Results
| Metric | Weight | Target | 2024 Result | Payout Factor |
|---|---|---|---|---|
| ETR Adjusted EPS ($) | 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 | — | — | — | 151% |
| Adjusted EAM | — | — | — | 142% (committee reduced Safety to zero after contractor fatalities) |
Individual award for Cook‑Nelson: 140% of target (based on corporate EAM and individual performance) .
Long-Term Incentive (LTI) — 2024 Grants and Mix
Allocation: 60% Performance Units (PUP), 20% stock options, 20% restricted stock .
| Instrument | 2024 Grant (Counts) | Vesting / Term | Key Terms (2024 grants) |
|---|---|---|---|
| PUP (2024–2026) | 13,672 target units | Performance vesting on Dec 31, 2026 | Metrics: 80% Relative TSR vs Philadelphia Utility Index; 20% Environmental Stewardship (climate resilience and carbon‑free generation; CCS modifier) |
| Restricted Stock | 5,542 shares | Vests 1/3 on Jan 25 of 2025, 2026, 2027 | Dividends reinvested; voting rights during vest |
| Stock Options | 30,444 options @ $49.54; 10‑year term | Vests 1/3 on Jan 25 of 2025, 2026, 2027 | Standard schedule; no repricing permitted |
Performance realization from prior cycle: 2022–2024 PUP certified at 185% of target (TSR 200%; Adjusted FFO/Debt 124%), delivering 13,963 shares to Cook‑Nelson valued at $1,144,826 at certification date .
2024 Grants — Grant-Date Fair Values (for reference)
| Instrument | Grant-Date Fair Value ($) |
|---|---|
| PUP (2024–2026) | $817,148 |
| Restricted Stock | $274,551 |
| Stock Options | $283,281 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 7, 2025)
| Holder | Shares Owned | Options Exercisable within 60 Days | Stock Units |
|---|---|---|---|
| Kimberly Cook‑Nelson | 29,757 | 21,160 | — |
- Ownership guidelines: Executive Vice Presidents required to hold stock worth 3x base salary; all NEOs were in compliance at latest annual review .
- Hedging/pledging: Prohibited for directors and executive officers .
- Share retention until guideline met: retain all net after‑tax shares from PUP and RS/RSU vests; retain ≥75% of net shares from option exercises .
Outstanding Unvested Awards and Schedules (selected)
| Award Type | Quantity | Key Dates / Terms |
|---|---|---|
| PUP (2024–2026) | 27,344 unearned units | Vests 12/31/2026, subject to performance (80% TSR; 20% Environmental Stewardship) |
| PUP (2023–2025) | 19,932 unearned units | Vests 12/31/2025 (80% TSR; 20% Adjusted FFO/Debt) |
| Restricted Stock (prior grants) | 5,758; 2,713; 769 shares | 1/3 vested 1/25/2025; remaining one‑half vest on 1/25/2026 and 1/25/2027 |
| Stock Options (2024 grant) | 30,444 unexercisable (at grant) | Strike $49.54; expires 1/25/2034; vesting 1/3 per year (2025–2027) |
| Stock Options (2023 grant) | 13,080 unexercisable (at yr‑end) | Strike $54.24; remaining vests 1/26/2026 |
| Stock Options (2022 grant) | 4,472 unexercisable (at yr‑end) | Strike $54.80; vested 1/27/2025 |
| Special RSUs | 18,640 | 7,456 vest 2/1/2027; 11,184 vest 8/1/2029; subject to non‑compete (12 months), non‑solicit (24 months), non‑disparagement; clawback if breached |
Employment Terms
- Employment agreements: Entergy does not maintain employment agreements with executive officers .
- Clawback: Expanded policy beyond Dodd‑Frank for Section 16 officers; recovery for restatements, material miscalculation, or fraud; three‑year lookback; additional discretionary recoupment for detrimental conduct applies to all officers, including time‑based awards (three‑year lookback, five‑year commencement window) .
- Hedging/pledging/margin: Prohibited .
- Change‑in‑control (CIC): Double‑trigger for cash severance and equity acceleration under 2019 OIP; Continuity Plan provides CIC benefits consistent with market, no excise tax gross‑ups .
- Potential payments as of 12/31/2024 (termination related to CIC; closing price $75.82 basis): Severance $3,465,000; PUP $849,336; Options $1,176,335; Restricted Stock $700,661; Welfare benefits $32,661; Unvested RSUs $1,413,285 .
Say‑on‑Pay & Shareholder Feedback (Program Governance)
- Say‑on‑Pay support ~96% in 2024; ~95% average support over past five years .
- Program changes in 2024 reflected shareholder feedback: moved Environmental Stewardship into PUP (20% weighting) and brought Adjusted FFO/Debt (10%) into the annual plan; refined Safety and Customer NPS design .
Compensation Structure Analysis
- High at‑risk mix aligned to performance: 76% of target pay for NEOs is performance‑based; CEO 90% .
- Rigorous metrics and outcomes: 2024 AIP Adjusted EPS and FFO/Debt exceeded targets; safety underperformance drove a committee reduction of the EAM to 142% to reflect SIF performance (contractor fatalities) .
- Long‑term focus: PUP tied primarily to Relative TSR versus a defined industry peer index; the 2022–2024 cycle paid 185% on strong relative TSR and credit metrics .
- Governance safeguards: no option repricing, robust clawbacks, no pledging/hedging, no employment agreements, limited perquisites, and no tax gross‑ups for OCE other than relocation .
Expertise & Qualifications
- Technical and operational depth: Progressed from design engineering and probabilistic risk assessment to plant and fleet leadership; SRO license; MBA and advanced engineering management training .
- Enterprise operations: Led system planning and operations (market operations, BAs, fuels, capacity planning), then nuclear fleet, and now enterprise operations as COO .
Investment Implications
- Pay-for-performance alignment is strong: corporate AIP outcomes and above‑target LTI realizations (185% for 2022–2024 PUP) signal upward alignment between incentives and value creation (TSR top‑quartile results). This supports confidence in management’s focus on shareholder returns .
- Retention risk appears low near term: Significant unvested equity, including multi‑year PUP cycles, option tranches through 2027, and RS/RSU vesting dates into 2029, create multi‑year retention hooks for Cook‑Nelson .
- Insider selling pressure windows: Watch vesting/event dates—annual option/RS vests each January 25 through 2027; special RSUs vest on 2/1/2027 and 8/1/2029—these can create natural liquidity windows post‑vesting; hedging/pledging prohibitions remain in place .
- Transition to COO: Elevated 2025 compensation terms (base $745k; 80% AIP target) and broader operating remit raise performance leverage and scrutiny on enterprise reliability, resilience and growth execution .
- Governance and risk controls: Strong clawbacks and trading controls, no repricing or employment agreements, and high Say‑on‑Pay support reduce governance red flags; 2024 EAM safety adjustment evidences board discipline on non‑financial risk accountability .
References
- 2025 DEF 14A (March 21, 2025) .
- SEC 8‑K (March 25/28, 2025) announcing Cook‑Nelson appointment and compensation terms .
- Entergy leadership biography (updated May 2025) .
- NRC bio (reviewed/updated Aug 6, 2024) .