Kirkland H. Donald

About Kirkland H. Donald

Admiral Kirkland H. Donald, USN (Ret.), age 71, has served on Entergy’s Board since 2013. He is independent and currently chairs the Nuclear and Operations Oversight Committee and serves on the Finance Committee, bringing deep nuclear expertise, leadership, risk management, technology, cybersecurity, and corporate governance experience; he holds an NACD CERT Certificate in Cybersecurity Oversight and resides in Mount Pleasant, SC .

Past Roles

Organization	Role	Tenure	Committees/Impact
Systems Planning and Analysis, Inc.	President & CEO	2014–2015	Led advisory/technical services for complex national security programs
Systems Planning and Analysis, Inc.	EVP, COO & Director	2013–2014	Senior operating leadership and governance
U.S. Navy	Admiral (Ret.), Director of Naval Nuclear Propulsion	2004–2012	Oversight of nuclear safety, performance, staffing, and training

External Roles

Organization	Role	Tenure	Notes
Huntington Ingalls Industries, Inc.	Chairman of the Board	Chairman since 2020; director since 2017	Defense shipbuilding; board leadership experience
Centrus Energy Corporation	Director	Since 2021	Nuclear fuel/services; relevant to Entergy’s nuclear operations

Related-party safeguards: Entergy reported no related-party transactions since January 1, 2024; Board policy requires Corporate Governance Committee approval and excludes ordinary-course public utility transactions at regulated rates .
Director time commitment policy: Non-employee directors may not serve on more than four other public boards; Donald’s outside service (two boards) is within policy limits .

Board Governance

Committee	Role	2024 Meetings	Scope/Key Responsibilities
Nuclear and Operations Oversight	Chair	5*	Non-management oversight of nuclear plants and major electric generation, transmission and distribution capability and operations; focus on safety, performance, costs, staffing/training; consults on internal/external nuclear issues. Board expanded scope in Oct 2024 to include broader operations .
Finance	Member	12	Oversees capital structure, budgets, financial plans/risks, financial policies (incl. dividend), investing activities, and significant investments .

*Committee meeting count excludes site meetings with nuclear executive team and INPO engagements .

Independence: All directors other than the CEO are independent per NYSE and Entergy criteria; Donald is classified “Independent” .
Attendance: In 2024, the Board met 9 times and each incumbent director attended at least 96% of Board and committee meetings; all directors attended the 2024 annual meeting .
Executive sessions: Independent directors meet in executive session without management at each regular Board meeting, led by the Lead Director .

Fixed Compensation

Item (2024)	Amount
Fees Earned or Paid in Cash	$153,000
Stock Awards (Grant-Date Fair Value)	$170,410
All Other Compensation (incl. SRP dividend equivalents, exams, education)	$37,651
Total	$361,061

Cash compensation schedule for non-employee directors:

Quarterly cash retainer: $29,375
Committee chair retainers: Audit $25,000; Nuclear & Operations Oversight $20,000; Talent & Compensation $20,000; Corporate Governance $20,000; Finance $15,000
Nuclear & Operations Oversight Committee member retainer: $18,000
Directors may defer all/part of cash retainers under the Non-Employee Director Cash Deferral Plan .

Program changes effective June 1, 2024 (competitive benchmarking vs. Philadelphia Utility Index and S&P 500 via Pay Governance):

Annualized increases: cash retainer +$5,000; quarterly equity +$5,000; SRP grant +$5,000 .
Compensation consultant independence affirmed by the Talent & Compensation Committee (no conflicts; services limited; <1% revenue) .

Performance Compensation

Equity Grant Feature (Non-Employee Directors)	Detail
Quarterly Stock Grant	$23,125 FMV per grant; directors may elect to defer into phantom stock units that accrue dividend equivalents and are paid in cash at distribution .
Annual SRP Phantom Stock Units	$85,000 value; 1,424 SRP Units granted in 2024; fully vested at grant; payable in Entergy shares upon Board service conclusion; dividend equivalents also payable in shares after separation .
SRP Payment Terms	Pre-2022 SRP Units paid in five annual installments; 2022+ units paid in lump sum unless five installments elected; commencement may be deferred up to five years; lump sum upon death .
Donald’s Deferral Elections	Donald deferred receipt of some quarterly stock grants; deferred shares settle in cash equal to market value at end of deferral period .

No director performance metrics (e.g., revenue growth/TSR) are tied to director compensation; equity awards are time/service-based per the program disclosures .

Other Directorships & Interlocks

Company	Relationship to Entergy	Potential Interlock/Conflict Consideration
Huntington Ingalls Industries, Inc.	Defense contractor; not a utility supplier/customer	No related-party transactions reported since 1/1/2024; policy requires committee review/approval for any future related-party dealings .
Centrus Energy Corporation	Nuclear fuel/services; Entergy oversees nuclear operations via committee	Policy prohibits related-party transactions without approval; none reported since 1/1/2024 .

Anti-hedging and no-pledging policies apply to directors; prohibits short-selling, hedging, pledging, margin transactions, and derivatives linked to Entergy stock .
Director time commitment and audit committee overload protections are in place .

Expertise & Qualifications

Nuclear operations expert with leadership and risk management credentials from Naval Nuclear Propulsion; extensive oversight of safety, performance, and training .
Technology and cybersecurity oversight expertise; NACD CERT Certificate in Cybersecurity Oversight .
Public company governance experience (Chairman, HII; Director, Centrus) .

Equity Ownership

Beneficial Ownership (as of March 7, 2025)	Shares	Options Exercisable Within 60 Days	Stock Units
Kirkland H. Donald	23,736	—	13,871

Phantom/Deferred Units (as of Dec 31, 2024)	Units
SRP/Phantom Units Outstanding (Donald)	18,308

Ownership guidelines: Within five years, directors must hold ≥5x annual cash retainer ($587,500); as of December 2024, all directors with ≥5 years’ service met the requirement (Donald qualifies) .
Anti-hedging/no-pledging: Directors prohibited from hedging or pledging Entergy securities .
Beneficial ownership by any individual director/EO does not exceed 1% of outstanding shares; Donald’s ownership is below 1% .

Governance Assessment

Strengths
- Deep nuclear safety and operations oversight aligned with Entergy’s asset base; chairs the expanded Nuclear and Operations Oversight Committee, enhancing Board focus on generation/transmission/distribution operations .
- Strong independence, attendance (≥96%), and engagement in executive sessions; robust board evaluation and refresh practices .
- Balanced director pay with meaningful equity exposure (quarterly stock + SRP units), deferral elections, and strict ownership guidelines promoting alignment; no related-party transactions disclosed .
Watch Items
- External board at Centrus (nuclear fuel) overlaps with Entergy’s nuclear operations domain; while no related-party transactions are reported, continued monitoring for potential conflicts is prudent under the Related Party Transaction Approval Policy .
- Multi-board commitments: currently within policy limits; ongoing compliance with time commitment thresholds should be monitored .
Risk Controls/Policies
- Anti-hedging and no-pledging policies for directors; insider trading policy controls; majority voting with resignation policy; proxy access; annual director elections .
- Compensation governance: independent consultant (Pay Governance) with no conflicts; clawback policy for senior executive officers exceeding Dodd-Frank minimums (executive-focused) .
RED FLAGS
- None disclosed in proxy regarding pledging, hedging, related-party transactions, or attendance shortfalls for Donald .