Peter S. Norgeot, Jr.
Executive Vice President and Chief Operating Officer at ETR
Executive
About Peter S. Norgeot, Jr.
Entergy’s former EVP & COO (appointed August 2022; retiring May 1, 2025) with nearly four decades leading utility operations, generation and large-scale development across regulated markets. Education: B.S. Marine Engineering, Massachusetts Maritime Academy; Senior Executive Program, Darden School of Business (UVA) (https://www.entergy.com/news/paul-hinnenkamp-retire-pete-norgeot-named-successor#:~:text=Norgeot%20has%20a%20bachelor's%20degree). He advised Entergy of his retirement effective April 30, 2025 (COO transition to Kimberly Cook‑Nelson effective May 1, 2025) (https://www.sec.gov/Archives/edgar/data/65984/000006598425000033/etr-20250325.htm) (https://www.prnewswire.com/news-releases/entergy-board-of-directors-appoints-new-chief-operating-and-chief-nuclear-officers-302413217.html). Company performance during his senior leadership period included top-quartile Total Shareholder Return (TSR): +55.9% in 2024 (2nd/21 in UTY) and 1st-quartile TSR for 2022–2024 (+51.6%), alongside steady Adjusted EPS growth (2022: $3.21; 2023: $3.39; 2024: $3.65) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Entergy Corporation | EVP & COO | 2022–2025 | Executive oversight of utility operations; drove operational excellence and growth strategy; facilitated planned COO transition in 2025 |
| Entergy Corporation | SVP (Operations & Development; Power Generation; Transformation) and VP Power Plant Ops – Steam | 2014–2022 | Led generation, system planning, innovation lab, and non‑nuclear operations; supported decarbonization and resilience initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Entergy Arkansas, LLC; Entergy Louisiana, LLC; Entergy Mississippi, LLC; Entergy New Orleans, LLC; Entergy Texas, Inc. | Director (operating subsidiaries) | Through Apr 30, 2025 | Subsidiary boards concurrent with Entergy executive roles |
Fixed Compensation
| Component | 2024 details |
|---|---|
| Base salary | $669,760 |
| Annual target bonus % | 75% of year‑end base salary (Executive Vice President level) |
| Annual incentive actually paid (2024) | $562,598 (112% of target; see companywide EAM adjustment to 142% based on measures and safety discretion) |
| Perquisites | Executive physical exam; eligible relocation benefits (no tax gross‑ups except certain relocation) |
Performance Compensation
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Annual Incentive Program (AIP) framework and outcomes (companywide):
- Measures/weights: ETR Adjusted EPS 60%; Adjusted FFO/Debt 10%; Safety 10%; Customer NPS 10%; DIB 10% .
- 2024 EAM: calculated 151%; committee discretion reduced to 142% due to serious injury/fatality performance (four contractor fatalities) .
-
Long‑Term Incentive (LTI) mix (granted Jan 25, 2024): 60% PUP (performance units), 20% stock options, 20% restricted stock .
- 2024–2026 PUP metrics/weights: Relative TSR 80%; Environmental Stewardship 20% (climate resilience and carbon‑free generation, with CCS modifier) .
- Prior PUP (2022–2024) results: Relative TSR 1st quartile (200%); Adjusted FFO/Debt 124% (incl. credit outlook adjustment); overall payout 185% of target. Resulting shares issued to Norgeot: 24,319; value $1,993,915 as of Jan 17, 2025 .
2024 Grants to Peter S. Norgeot, Jr.
| Award type | Grant date | Quantity/Terms | Vesting/Price |
|---|---|---|---|
| PUP (2024–2026) – target units | Jan 25, 2024 | 15,206 | 3‑year performance; payout based on metrics above |
| Stock options | Jan 25, 2024 | 33,862 | Exercise price $49.54; 10‑yr term; vest 1/3 annually (2025–2027) |
| Restricted stock | Jan 25, 2024 | 6,164 | Service‑based; vests 1/3 annually (2025–2027) |
AIP mechanics (targets/results) and Norgeot’s payout
| Metric (2024 AIP) | Weight | Target | Actual result | Payout calc |
|---|---|---|---|---|
| ETR Adjusted EPS ($) | 60% | 3.60 | 3.65 | 156% component |
| Adjusted FFO/Debt | 10% | 14.4% | 15.0% | 200% component |
| Safety (SIF/TRIR) | 10% | SIF 5; TRIR 0.45 | SIF 18; TRIR 0.41 | 90% component; committee set overall Safety to 0% via discretion |
| Customer NPS | 10% | Res 49; Bus 37; Large C&I 45 | Res 34; Bus 26; Large C&I 49 | 200% component |
| DIB (qualitative) | 10% | Qualitative | Qualitative | 89% component |
| Calculated EAM; Adjusted EAM | 100% | — | 151% → 142% | Final funding factor |
| 2024 AIP payout – Norgeot | — | Target $502,320 | Payout % 112% | $562,598 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 7, 2025) | 86,658 shares; options exercisable within 60 days: 63,410; stock units: — |
| Unvested/Unearned equity outstanding (12/31/2024) | PUP 2024–2026: 30,412 target units; PUP 2023–2025: 29,004 target units; RS unvested: 6,404 (2024 grant); options unexercisable shown above by tranche |
| Ownership guidelines | EVP: 3× base salary; all NEOs in compliance at last review |
| Hedging/pledging | Prohibited for directors/officers; robust trading controls and 10b5‑1 plan rules |
| Percent of shares outstanding | Each individual officer/director (including Norgeot) beneficially owns <1% |
Employment Terms
| Topic | Terms and status |
|---|---|
| Retirement/transition | Advised retirement as EVP & COO effective Apr 30, 2025; Kimberly Cook‑Nelson appointed COO effective May 1, 2025 |
| Change‑in‑control (CIC) | Double‑trigger required; cash severance up to 2.99× (salary + bonus metric per plan), immediate vest of stock options/RSUs, and PUP payout = greater of target or performance‑to‑date, pro‑rated |
| Non‑compete / non‑solicit | CIC severance subject to non‑compete (generally 2 years; up to 3 years if permissible) and confidentiality provisions |
| Termination (non‑CIC) | Retirement: AIP pro‑rated; unvested stock options continue to vest per schedule (expire earlier of 5 years post‑retirement or original term); RS forfeited; PUP pro‑rated based on actual performance (≥12 months service in cycle) |
| Clawbacks | Dodd‑Frank‑compliant recoupment plus discretionary clawback for detrimental conduct (applies to cash and time‑based awards; look‑back generally 3 years) |
| Employment agreements / tax gross‑ups | No employment agreements; no tax gross‑ups for OCE members other than certain relocation benefits |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| ETR Adjusted EPS ($) | 2.83 | 3.01 | 3.21 | 3.39 | 3.65 |
| Company TSR (vs $100 base, 12/31/2019) | 86.29 | 101.07 | 104.64 | 98.28 | 153.26 |
| Peer group TSR (Philadelphia Utility Index) | 102.72 | 121.46 | 122.25 | 111.05 | 134.24 |
- 2024 highlights: top‑quartile TSR; dividend +6%; credit metrics improved; significant resilience investments approved; continued renewables buildout .
Compensation Structure Analysis
- Cash/equity mix and metrics: For 2024, Entergy increased emphasis on quantitative measures; moved Adjusted FFO/Debt to AIP (10%) and added Environmental Stewardship (20%) to PUP (2024–2026) .
- Governance features: No option repricing; no pledging/hedging; robust clawbacks; target pay near median; Pay Governance as independent consultant .
- Say‑on‑Pay: 96% support in 2024 (5‑yr average ~95%) .
Vesting Schedules and Potential Selling Pressure
| Instrument | Key dates/amounts |
|---|---|
| Options (1/25/2024 grant) | 33,862 options @ $49.54; vest 1/3 on Jan 25 of 2025/2026/2027; expire 1/25/2034 |
| Restricted stock (1/25/2024 grant) | 6,164 shares; vest 1/3 on Jan 25 of 2025/2026/2027 |
| PUP (2023–2025) | 29,004 target units outstanding; vests 12/31/2025 based on plan metrics |
| PUP (2024–2026) | 30,412 target units outstanding; vests 12/31/2026 based on plan metrics |
| Retirement mechanics | Upon retirement, unvested options continue to vest per schedule (potentially smoothing sales vs. lump‑sum vesting). RS forfeits; PUP pays pro‑rata based on actual multi‑year performance . |
Equity Ownership & Beneficial Holdings
| Item | Amount |
|---|---|
| Common shares owned (3/7/2025) | 86,658 |
| Options exercisable within 60 days | 63,410 |
| Note on concentration | Individual officer beneficial ownership <1% of outstanding shares |
Severance and Change‑of‑Control Economics (Illustrative)
| Scenario (12/31/2024 measurement) | Key components (methodology as disclosed) |
|---|---|
| CIC + qualifying termination | Cash severance up to 2.99× (salary + bonus metric per plan); immediate vest for options/RSUs; PUP greater of target or performance‑to‑date, pro‑rated; COBRA subsidy up to 18 months (for non‑retirement eligible) . |
| Retirement (non‑CIC) | AIP pro‑rated; options continue to vest per schedule; RS forfeited; PUP pro‑rated based on actual performance (≥12 months service) . |
Risk Indicators & Red Flags
- Positive governance: Board/committee independence; robust clawbacks beyond SEC rules; no hedging/pledging; no option repricing; no employment agreements; strong shareholder support on pay .
- Safety oversight signal: Committee used negative discretion to reduce AIP (Safety to 0%) after contractor fatalities in 2024 .
- Related‑party transactions: None material since Jan 1, 2024 per policy disclosure .
Compensation Peer Group and Benchmarking
- Peer set for Relative TSR and reasonableness checks: Philadelphia Utility Index constituents (e.g., SO, DUK, NEE, EXC, XEL, etc. as of 12/31/2023) .
- Target positioning: Total direct pay targeted near market median .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~96% (5‑yr avg ~95%); program refinements incorporated investor feedback on including environmental measures and metric design .
Investment Implications
- Near‑term: Norgeot’s planned retirement (May 1, 2025) removes a seasoned operator; however, internal successor (Cook‑Nelson) and option‑vesting‑over‑time mechanics reduce immediate selling pressure from accelerated equity, as RS forfeits and PUP is pro‑rated on outcomes rather than time triggers .
- Alignment: EVP‑level 3× salary ownership requirement, prohibition of pledging/hedging, and dominant performance‑based pay support alignment and risk controls .
- Performance linkage: Quantitative-heavy incentive design (EPS, FFO/Debt, TSR, Environmental Stewardship) with demonstrated top‑quartile TSR and 185% PUP payout for 2022–2024 indicates strong pay‑for‑performance calibration, but safety outcomes can materially affect cash bonuses (as seen in 2024) .
Notes: All share counts reflect Entergy’s 2‑for‑1 stock split on Dec 12, 2024, as adjusted in the proxy .