M. Elise Hyland
About M. Elise Hyland
Independent director of Entergy Corporation since 2019; age 65. Former senior executive at EQT Corporation and EQT Midstream Services with deep operations experience in capital-intensive energy infrastructure. Current board committee service includes Finance and, as of May 2, 2025, Nuclear and Operations Oversight; previously served on the Audit Committee through 2024. Entergy’s board deems her independent under NYSE standards; directors met in executive session at each regular board meeting in 2024, and incumbent directors attended at least 96% of board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Senior Vice President | 2017–2018 | Senior leadership in upstream and midstream energy operations |
| EQT Midstream Services, LLC | Senior Vice President & Chief Operating Officer | 2017–2018 | Operations leadership in midstream services |
| EQT Midstream Services, LLC | EVP, Midstream Operations & Engineering | 2013–2017 | Led engineering and operations |
| EQT Midstream Services, LLC | President, Commercial Operations | 2010–2013 | Commercial leadership |
| Equitable Gas Company | President | 2007–2010 | Utility gas operations leader |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQT Midstream Partners LP (former public) | Director | Not disclosed | Former directorship |
| Washington Gas Light Company (former public) | Director | Not disclosed | Former directorship |
| Marathon Oil Corporation | Director | Not disclosed | Former directorship |
Board Governance
- Independence: All directors other than the CEO are independent; Hyland meets NYSE independence criteria.
- Committee service: Finance (ongoing); Audit (member through 2024, 9 meetings in 2024); moved to Nuclear & Operations Oversight effective May 2, 2025 (committee had 5 meetings in 2024).
- Attendance: In 2024, the board met 9 times; each incumbent director attended at least 96% of board and committee meetings; all directors attended the 2024 annual meeting.
- Lead independent director and executive sessions: Lead Director presided over independent director executive sessions after each regular board meeting.
| Committee Assignments | 2024 | As of May 2, 2025 |
|---|---|---|
| Membership | Audit; Finance | Finance; Nuclear & Operations Oversight |
| Source |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Annual cash retainers and applicable committee retainers |
| Stock Awards | $170,410 | Quarterly stock grants and annual SRP phantom stock units (1,424 units) |
| All Other Compensation | $15,624 | Primarily SRP dividend equivalents ($14,401) and director-related expenses |
| Total | $301,034 | Aggregate 2024 non-employee director compensation |
Director program structure (effective June 1, 2024):
- Quarterly cash retainer: $29,375; Nuclear & Operations Oversight Committee member retainer: $18,000; Audit Chair $25,000; Corporate Governance/Talent & Compensation Chair $20,000; Finance Chair $15,000; Lead Director retainer $35,000.
- Quarterly stock award: $23,125; Annual SRP phantom stock units grant: $85,000; SRP units payable in common stock upon separation.
Performance Compensation
Non-employee director equity is service-based, not performance-based (quarterly stock grants; SRP units vest at grant but settle at separation). No director-specific performance metrics or bonuses were disclosed.
Executive incentive program metrics (context for board oversight in pay for performance):
| 2024 Annual Incentive Measure | Weight | Target | Result | Achievement |
|---|---|---|---|---|
| ETR Adjusted EPS ($) | 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 | — | — | — | 151% |
| Adjusted EAM (safety downward adjustment) | — | — | — | 142% |
Say-on-Pay support was ~96% in 2024, indicating strong investor endorsement of executive pay design overseen by the board.
Other Directorships & Interlocks
- Former directorships: EQT Midstream Partners LP, Washington Gas Light Company, Marathon Oil Corporation. No current disclosed public company board roles; no disclosed interlocks with Entergy customers or suppliers in 2024–2025.
- Related party transactions: None identified since January 1, 2024 per policy administration.
Expertise & Qualifications
- Senior executive and operations expertise in energy infrastructure, plus finance and strategic planning; aligns with Entergy’s capital plan oversight and regulated utility operations.
- Board skills matrix: operational excellence, regulated utility/nuclear exposure, risk management, finance and accounting; Audit Committee service history supports financial oversight.
Equity Ownership
| Holder | Shares | Options (exercisable within 60 days) | Stock Units (director deferrals) |
|---|---|---|---|
| M. Elise Hyland | 16,031 | — | 1,568 |
- Ownership guidelines: Directors must hold at least 5× annual cash retainer ($587,500) within five years; as of December 2024, all directors with ≥5 years of service met the requirement.
- Anti-pledging/hedging: Company policy prohibits directors from pledging or hedging Entergy stock.
- Ownership concentration: Each individual’s beneficial ownership is <1% of outstanding shares.
Governance Assessment
- Board effectiveness: Hyland’s audit and finance tenure plus move to nuclear/operations oversight in 2025 strengthens oversight alignment with her operating background; independence and high attendance support robust engagement.
- Pay alignment oversight: Clear quantitative metrics and downward safety adjustment to the annual funding demonstrate board discipline on pay-for-performance; strong external say-on-pay support underpins investor confidence.
- Conflicts and related-party exposure: None identified; robust related-party policy administered by Corporate Governance Committee.
- Ownership alignment: Meaningful stock holdings, SRP units, and stringent ownership and anti-hedging/pledging policies promote alignment.
RED FLAGS: None disclosed specific to Hyland. Board-level safety performance concerns noted for 2024 were addressed via compensation funding reduction, indicating responsive oversight rather than a governance lapse.