2018 Guide to Effective Proxies
2.17.4 Compensation mix | 329 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES PROXY SUMMARY Pay Element Why We Pay It How Determined Long-Term Performance Unit Program Focuses our executive officers on building long-term shareholder value and increases our executive officers’ ownership of our common stock Formulaic relative total shareholder return. Beginning with the 2018–2020 performance period, payouts will be based on a cumulative utility earnings metric, as well as total shareholder return. Restricted Stock and Stock Options Reward executives for absolute value creation, provide competitive compensation, retain executive talent and increase our executive officers’ ownership in our common stock Job scope, market data, individual performance and Company performance Our Pay for Performance Philosophy Entergy’s executive compensation programs are based on a philosophy of pay for performance that is embodied in the design of our annual and long-term incentive plans. We target TDC for our executive officers at market median and place a substantial portion of that compensation “at risk” subject to achieving both short-term and long-term performance goals. Approximately 85% of the annual target TDC of our Chief Executive Officer and, on average, approximately 71% of the annual target TDC of our other Named Executive Officers (in each case excluding non-qualified supplemental retirement income) is equity or performance-based compensation. FY 2017 CEO Compensation Mix 15% 20% 13% 13% 39% Base Salary Annual Incentives Restricted Stock Stock Options LTIP Performance Units 26% Time-Based Equity 20% Annual Incentives 15% Fixed Pay 39% Performance Based Equity 85% Variable and At-Risk Pay FY 2017 NEOs Compensation Mix 29% 20% 10% 10% 31% Base Salary Annual Incentives Restricted Stock Stock Options LTIP Performance Units 20% Time-Based Equity 20% Annual Incentives 29% Fixed Pay 31% Performance Based Equity 71% Variable and At-Risk Pay 2017 Incentive Compensation Outcomes Annual Incentive Plan Awards under our Executive Annual Incentive Plan, or Annual Incentive Plan, are tied to our financial and operational performance through the Entergy Achievement Multiplier (“EAM”), which is the performance metric used to determine the maximum funding available for awards under the plan. The 2017 EAM was determined based in equal part on our success in achieving our consolidated EPS 2018 Proxy Statement Š 9 15%FixedPay20%AnnualIncentives26%TimeBasedEquity39%PerformanceBasedEquityBaseSalaryAnnualIncentivesRestrictedStockStockOptionsLTIPPerformanceUnits29%FixedPay20%AnnualIncentives20%Time-BasedEquity31%PerformanceBasedEquityBaseSalaryAnnualIncentivesRestrictedStockStockOptionsLTIPPerformanceUnits ENTERGY CORPORATION
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