2018 Guide to Effective Proxies

2.17.1 CD&A table of contents | 241 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES EXECUTIVE OFFICER COMPENSATION Compensation Discussion and Analysis In this section, we discuss the compensation earned in 2017 by the following executive officers (referred to herein as our “Named Executive Officers”). Each officer’s age and title is provided as of December 31, 2017. Name Age Title Leo P. Denault 58 Chairman of the Board and Chief Executive Officer Andrew S. Marsh 46 Executive Vice President and Chief Financial Officer A. Christopher Bakken, III 56 Executive Vice President, Nuclear Operations/Chief Nuclear Officer Marcus V. Brown 56 Executive Vice President and General Counsel Roderick K. West 49 Group President, Utility Operations CD&A Table of Contents Page CD&A Highlights ‰ 2017 – Focused on Our Strategy 42 ‰ Our Executive Compensation Programs and Practices 44 ‰ Our Pay for Performance Philosophy 45 ‰ Incentive Programs and 2017 Incentive Pay Outcomes 46 ‰ Alignment of Pay and Performance 47 ‰ Our 2017 Advisory Say-On-Pay Vote 48 What We Pay and Why ‰ How We Set Target Pay 49 ‰ Executive Compensation Elements 50 ‰ Fixed Compensation 52 ‰ Variable Compensation 52 ‰ Benefits and Perquisites 59 ‰ Compensation Arrangements 60 Compensation Policies and Practices ‰ Clawback Provisions 61 ‰ Stock Ownership Guidelines and Share Retention Requirements 62 ‰ Trading Controls and Anti-Pledging and Anti- Hedging Policies 62 ‰ How We Make Compensation Decisions 63 ‰ Compensation Consultant Independence 64 ‰ Tax and Accounting Considerations 64 2018 Proxy Statement Š 41 ENTERGY CORPORATION