Philip L. Frederickson
Director at ETR
Board
About Philip L. Frederickson
Independent director of Entergy Corporation since 2015; age 68; resides in Arden, NC. Serves on Audit and Executive Committees and chairs the Finance Committee; designated an Audit Committee Financial Expert. Former Executive Vice President at ConocoPhillips with senior roles spanning commercial operations, planning, strategy, and corporate affairs, bringing deep financial analysis and strategic change leadership, with ties to Texas relevant to Entergy’s service area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | EVP, Planning, Strategy and Corporate Affairs | 2006–2008 | Led strategic change and corporate affairs; extensive financial statement evaluation |
| ConocoPhillips | EVP, Commercial | 2002–2006 | Senior management in operations and business development; financial analysis experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunoco Logistics Partners L.P. | Director | Former (acquired by Energy Transfer LP) | Midstream energy governance experience |
| Rosetta Resources Inc. | Director | Former (acquired by Noble Energy, Inc.) | E&P sector board experience |
| Williams Partners LP | Director | Former (acquired by The Williams Companies, Inc.) | Large pipeline MLP governance |
Board Governance
- Independence: Board determined all directors except the Chair/CEO are independent; Frederickson is independent .
- Committee assignments: Audit (member), Executive (member), Finance (Chair) .
- Committee activity and attendance:
- Audit Committee: 9 meetings in 2024; Frederickson qualifies as Audit Committee Financial Expert .
- Finance Committee: 12 meetings in 2024; chaired by Frederickson with oversight of capital structure, budgets, dividend policy, investing and significant investments .
- Executive Committee: did not meet in 2024; Frederickson is a member .
- Board meeting attendance: The Board met 9 times in 2024; each incumbent director attended at least 96% of total Board and committee meetings .
- Lead Independent Director structure: Three-year term; duties include presiding executive sessions after each regular Board meeting and liaison functions; next selection due May 2025 .
- Risk oversight: Audit Committee oversees ERM, compliance, cybersecurity; Finance Committee oversees financial affairs; sequential committee scheduling enables all directors to attend .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| 2024 Fees Earned or Paid in Cash (Frederickson) | $130,000 |
| Quarterly Cash Retainer (program level; eff. Jun 1, 2024) | $29,375 per quarter |
| Annual Finance Committee Chair Retainer | $15,000 |
| Other chair/member retainers (program level) | Audit Chair $25,000; CG/T&C/Nuclear Chairs $20,000; Nuclear Committee member $18,000 |
Notes:
- Director cash compensation includes retainer and applicable chair/member retainers .
- Cash retainer and equity levels were increased in 2024 to align with peer benchmarks (Philadelphia Utility Index; S&P 500) .
Performance Compensation
Non-employee director pay is not tied to operational or financial performance metrics; equity is granted on a fixed schedule.
| Equity Component | Detail | Amount |
|---|---|---|
| Quarterly Stock Award (program level; eff. Jun 1, 2024) | Common stock grant per quarter | $23,125 per quarter |
| Annual Phantom Stock Units (SRP) | Vested at grant; payable in stock at Board departure | $85,000 grant date value |
| 2024 Stock Awards (aggregate grant date fair value; Frederickson) | Quarterly stock + 2024 SRP units | $170,410 |
| 2024 All Other Compensation (Frederickson) | Dividend equivalents and director-related benefits | $29,432 |
Additional details:
- Directors may defer quarterly stock grants into phantom stock units; Frederickson has deferred some quarterly stock grants (settled in cash at distribution equal to market value) .
- SRP units accrue dividend equivalents and are settled in stock following Board service; post-2022 SRP units default to lump-sum unless installment elected .
Other Directorships & Interlocks
| Company | Current/Prior | Overlap/Interlock Considerations |
|---|---|---|
| Sunoco Logistics Partners L.P. | Prior | No current interlocks disclosed |
| Rosetta Resources Inc. | Prior | No current interlocks disclosed |
| Williams Partners LP | Prior | No current interlocks disclosed |
No related-party transactions involving Frederickson since Jan 1, 2024; Corporate Governance Committee administers a robust Related Party Transactions Policy (>$120,000 threshold; approves only appropriate transactions; none occurred) .
Expertise & Qualifications
- Audit Committee Financial Expert; financially literate under NYSE/SEC criteria .
- Senior-level leadership in capital-intensive energy operations, financial statement evaluation, strategic planning, and change management from ConocoPhillips .
- Regional insight via Texas ties (relevant to Entergy’s service area) .
Equity Ownership
| Item | Quantity |
|---|---|
| Beneficial Shares (includes certain stock-based units per footnote) | 30,004 (as of Mar 7, 2025) |
| Options Exercisable Within 60 Days | — |
| Stock Units | 1,610 (as of Mar 7, 2025) |
| Outstanding Phantom Units (SRP) | 14,622 (as of Dec 31, 2024) |
Alignment policies and compliance:
- Anti-hedging and anti-pledging policy prohibits hedging, short-selling, margin, and pledging by directors/executives .
- Director Ownership Guideline: ≥5x annual cash retainer ($587,500) within five years; as of Dec 2024, all non-employee directors with ≥5 years of service met the guideline (Frederickson joined in 2015) .
- Individual beneficial ownership does not exceed 1% of outstanding shares for any director .
Governance Assessment
- Strengths: Independent status; Finance Committee Chair overseeing capital structure and dividend policy; Audit Committee Financial Expert designation; high attendance (≥96%); robust policies (no hedging/pledging; clawbacks; majority voting; proxy access) supporting investor alignment .
- Compensation structure: Balanced cash and equity with increased retainer/equity to market; no performance metrics tied to director pay; deferral capacity via phantom units; clear stock ownership requirements and compliance .
- Shareholder confidence signals: 2024 Say-on-Pay support ~96% (five-year average ~95%) and active engagement (71% of shares contacted; 29% substantive engagements), with program design changes informed by feedback .
- Risk indicators and potential conflicts: No related-party transactions; prohibited hedging/pledging; time-commitment and audit committee service limits disclosed. Notably, management’s annual incentive funding was reduced for safety outcomes (four contractor fatalities), reflecting board responsiveness—no direct red flags tied to Frederickson disclosed .