Marcus V. Brown
Executive Vice President and General Counsel at ETR
Executive
About Marcus V. Brown
Marcus V. Brown is Executive Vice President and General Counsel at Entergy (ETR), a role he has held since 2013; he will transition to Executive Legal Advisor to the CEO on December 1, 2025 and retire in spring 2026 (age 63 as of the 2024 10-K) . Under his tenure, Entergy delivered 2024 TSR of 55.9% (2nd/21 in the Philadelphia Utility Index) and 2022–2024 TSR of 51.6% (1st quartile); 2024 adjusted EPS was $3.65 and GAAP net income was ~$1.056B . Brown is a long-serving senior officer who has led significant legal, regulatory and community initiatives; he is widely recognized for pro bono leadership and governance contributions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entergy Corporation | Executive Vice President & General Counsel | 2013–2025 | Led legal/regulatory strategy through periods of capital investment and regulatory restructuring; 2024 FERC approvals of global settlements at SERI substantially resolved litigation exposure . |
| Entergy Corporation | Executive Legal Advisor to CEO | 2025–2026 (planned) | Transition role ahead of planned retirement in spring 2026 . |
| Entergy Corporation | Senior Vice President & General Counsel | Pre-2013 | Elevated pro bono practice; positioned legal function as a corporate standard-bearer for access to justice initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Super Bowl LIX Host Committee (New Orleans) | Chair | 2025 | Regional profile and stakeholder engagement leadership . |
| Tulane University | Board of Directors | Current | Academic governance/network effects in home market . |
| Energy Insurance Mutual | Board of Directors | Current | Risk/insurance oversight exposure . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annual rate) | $761,302 | $791,754 |
| Target Annual Bonus (% of base) | 80% | 80% |
| Target Annual Bonus ($) | $609,042 | $633,403 |
| Actual 2024 Bonus Payout ($) | — | $924,768 |
| Actual 2024 Payout vs Target | — | 146% |
Notes: 2024 salary paid during the year was $783,555 per SCT; table above shows rate/base for plan purposes .
Performance Compensation
2024 Annual Incentive Program (Company EAM funding and metric results)
| Metric | Weight | 2024 Target | 2024 Result | Achievement |
|---|---|---|---|---|
| ETR Adjusted EPS ($/sh) | 60% | 3.60 | 3.65 | 156% |
| Adjusted FFO/Debt | 10% | 14.4% | 15.0% | 200% |
| Safety (SIF count / TRIR) | 10% | SIF 5 / TRIR 0.45 | SIF 18 / TRIR 0.41 | 90% |
| Customer NPS (Res/Bus/Large C&I) | 10% | 49 / 37 / 45 | 34 / 26 / 49 | 200% |
| DIB (qualitative) | 10% | Qualitative | Qualitative | 89% |
| Calculated EAM | 151% | |||
| Adjusted EAM (T&C downward discretion for safety performance) | 142% |
Brown’s individual AIP payout: 146% of target; $924,768 .
Long-Term Incentives
- 2024 LTI grant mix: 60% Performance Units (2024–2026 PUP), 20% stock options, 20% restricted stock .
- 2024 grants to Brown: 14,848 target PUPs; 33,062 stock options (10-year term; strike $49.54; vest 1/3 annually over 3 years); 6,018 restricted shares (vest 1/3 annually over 3 years) .
- 2022–2024 PUP results: Relative TSR 200% (1st quartile) and Adjusted FFO/Debt 124% → overall PUP payout 185%; Brown received 26,041 shares valued at $2,135,102 (includes dividend equivalents) .
| PUP Cohort | Measure | Weight | Target | Result | Payout |
|---|---|---|---|---|---|
| 2022–2024 | Relative TSR vs Philadelphia Utility Index | 80% | Median | 1st Quartile | 200% |
| 2022–2024 | Adjusted FFO/Debt (avg., with credit outlook adj.) | 20% | 15.0% | 13.8% (2022), 17.2% (2023), 15.6% (2024), +10 bps adj. | 124% |
| 2022–2024 | Overall Payout | 100% | 185% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 33,264 shares as of March 7, 2025; options exercisable within 60 days: — . |
| Unvested Performance Units Outstanding (12/31/24) | 29,696 (2024–2026 PUP), 29,380 (2023–2025 PUP); performance-dependent; disclosed market values $2,251,551 and $2,227,592 respectively . |
| Unvested Restricted Stock (12/31/24) | 6,252 (2024 grant; vests 1/3 on Jan 25, 2025/26/27), 3,998 (2023 grant; remaining tranche Jan 26, 2026), 1,930 (2022 grant; vested Jan 27, 2025) . |
| In-the-Money Options (12/31/24, $75.82 stock) | Aggregate in-the-money value $1,520,691 (used in termination scenario valuations) . |
| Ownership Guidelines | Executive Vice Presidents: 3x base salary; all NEOs in compliance at last review . |
| Pledging/Hedging | Prohibited for directors and executive officers . |
| Trading Controls | Pre-clearance required; open-window only; Rule 10b5-1 plans permitted with approval . |
Ownership as % of common shares outstanding: ~0.008% (33,264 shares / 430,761,399 shares outstanding as of March 7, 2025) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control (System Executive Continuity Plan) | Double trigger; severance capped at 2.99x (base salary + bonus metric per plan); unvested equity (options/RSUs) vests; PUPs vest at greater of target or actual-to-date, pro-rated; welfare benefits for 18 months; non-compete 2 years (3 years where permissible) . |
| Clawback Policies | Dodd-Frank-compliant and broader: recovery upon restatement or material performance miscalculation; discretionary recoupment for detrimental conduct (applies to cash/time-based awards; lookback 3 years; 5-year initiation window) . |
| Deferred Compensation | Executive Deferred Compensation Plan available; as of Dec 31, 2024 none of the NEOs had deferrals outstanding . |
| Pensions | SERP PV $10,484,000 (29.74 years credited service; early retirement eligible as of 12/31/24); Entergy Retirement Plan PV $1,446,000 . Special 2022 agreement/amendments fix SERP benefit if contingencies met (as if separated 11/30/2022) . |
| Perquisites | Executive physical exams; life insurance; dividends/equivalents on vested equity; 401(k) match. 2024 totals for Brown: $67,092 (match $14,490; dividends/equivalents $37,692; life insurance $11,484; perqs $3,426) . |
Termination/Change-in-Control Illustrative Values (12/31/24)
| Component | Termination Related to CIC | Source/Assumptions |
|---|---|---|
| Cash Severance | $4,275,471 | Plan formulas; 2.99x cap applies . |
| Performance Units (pro-rated) | $1,117,890 | Pro-rated to date at target per plan (assumption used in proxy table) . |
| Stock Options (in-the-money) | $1,520,691 | Based on $75.82 stock price . |
| Restricted Stock | $923,622 | Based on $75.82 stock price . |
| Welfare Benefits (COBRA subsidy) | — (not shown for Brown) | NEO-by-NEO variations; see plan terms . |
Performance Compensation – Detailed Design
| Program | Metric/Design | Weight | Notes |
|---|---|---|---|
| Annual Incentive (AIP) | Adjusted EPS | 60% | Non-GAAP; excludes pre-defined storm/regulatory/tax/pension items . |
| Adjusted FFO/Debt | 10% | Aligned to rating agency treatment; moved into AIP in 2024 . | |
| Safety (SIF/TRIR) | 10% | TRIR added in 2024; fatality sets SIF sub-metric to zero . | |
| Customer NPS (Res/Bus/Large C&I) | 10% | Composite of quartile ranks and absolute scores . | |
| DIB | 10% | Qualitative assessment against defined indicators . | |
| Long-Term (PUP 2024–2026) | Relative TSR vs Philadelphia Utility Index | 80% | Quartile-based payout schedule . |
| Environmental Stewardship | 20% | Climate resilience (60%) and carbon-free generation (40%); CCS modifier ±9% . |
Vesting Schedules and Upcoming Dates (Potential Liquidity Events)
| Award Type | Grant Date | Tranches/Vesting | Counts (Brown) |
|---|---|---|---|
| Restricted Stock | Jan 25, 2024 | 1/3 each on Jan 25, 2025; Jan 25, 2026; Jan 25, 2027 | 6,252 shares outstanding at 12/31/24 (includes dividend reinvestment) . |
| Stock Options | Jan 25, 2024 | 1/3 on Jan 25, 2025; 1/2 of remaining on Jan 25, 2026; balance on Jan 25, 2027 | 33,062 options; strike $49.54; 10-year term . |
| Restricted Stock | Jan 26, 2023 | Remaining vests Jan 26, 2026 | 3,998 shares outstanding at 12/31/24 . |
| Restricted Stock | Jan 27, 2022 | Vested Jan 27, 2025 | 1,930 shares at 12/31/24 (subsequently vested) . |
| PUP | 2023–2025 | Cliff vest Dec 31, 2025 (performance-based) | 29,380 units outstanding at 12/31/24 (performance-dependent) . |
| PUP | 2024–2026 | Cliff vest Dec 31, 2026 (performance-based) | 29,696 units outstanding at 12/31/24 (performance-dependent) . |
Note: Actual shares delivered on PUPs depend on performance; counts reflect disclosure convention, not guaranteed payout .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support at 2024 Annual Meeting was ~96%; five-year average ~95% .
- Shareholder feedback influenced 2024 program changes: moved Adjusted FFO/Debt into AIP and added Environmental Stewardship to PUP; refined Safety and Customer NPS measures .
Compensation Peer Group & Positioning
- Benchmarking emphasizes survey data targeting market median; Philadelphia Utility Index used for Relative TSR and reasonableness checks . Target total direct compensation for executive officers around the 50th percentile (market median) with substantial “at-risk” pay (NEOs ~76% performance-based in 2024) .
Additional Recognition & Governance Practices
- Prohibitions: no hedging, no pledging, no option repricing; robust stock ownership and recovery policies that go beyond minimum requirements .
- Legal leadership contributed to SERI settlement approvals at FERC, reducing litigation exposure in 2024 .
Investment Implications
- Retention/transition: Brown’s planned retirement in spring 2026 and Dec 1, 2025 transition reduce key-man risk via staged handoff (GC responsibilities assigned to Dan Falstad), but elevate near-term governance focus on continuity across legal, ethics/compliance, and external affairs .
- Pay-for-performance alignment: AIP and PUP are closely tied to EPS, credit, TSR, and operational/customer metrics, with negative discretion applied for safety (EAM reduced from 151% to 142%), signaling committee discipline .
- Selling pressure: Insider hedging/pledging is prohibited and trades require pre-clearance/open-window or 10b5-1, limiting forced or opportunistic disposals; upcoming RS/option vests (e.g., Jan 2026/Jan 2027) may create episodic liquidity but within tight policy controls .
- Change-in-control economics: Double-trigger, capped severance (2.99x) and performance-conditioned equity treatment mitigate outsized parachute risk; Brown’s CIC tabled payout components are defined, transparent, and bounded .
- Alignment via ownership and pensions: Brown holds 33,264 shares (~0.008% of shares out), is in compliance with 3x salary ownership guidelines, and has a sizable, defined SERP benefit subject to established plan terms, aligning long-tenured incentives with corporate outcomes .
- Outcome-driven LTIs: 2022–2024 PUP paid 185% on strong relative TSR and improved credit metrics, consistent with Entergy’s 2024 TSR leadership and EPS delivery in the top half of guidance .
Appendix: Key 2024 Summary Compensation Table Line (for reference)
| Component (2024) | Amount |
|---|---|
| Salary | $783,555 |
| Stock Awards (grant-date value) | $1,185,567 |
| Option Awards (grant-date value) | $307,642 |
| Non-Equity Incentive (AIP) | $924,768 |
| Change in Pension Value | $455,800 |
| All Other Compensation | $67,092 |
| Total | $3,724,424 |