2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 424 ENTERGY CORPORATION EXECUTIVE OFFICER COMPENSATION resulting in a payout of 31% of target for our executive officers. Payouts were made in shares of Entergy stock which are required to be held by our executive officers until they satisfy our executive stock ownership guidelines. Alignment of Pay and Performance The chart below compares for each of the past three years, (i) Mr. Denault’s Adjusted Summary Compensation Table (“SCT”) Compensation as reported in the Summary Compensation Table, which reflects the accounting value of long-term incentives at grant date and not the value actually received from these grants or their potential future value; (ii) Mr. Denault’s Realizable Pay, which represents his future pay opportunity for each year, including both vested and unvested equity granted in the respective year valued as of the most recent year-end; and (iii) his Realized Pay, which is the amount he actually received in the applicable year. The chart also illustrates how our total shareholder return (consisting of stock price appreciation/depreciation and dividends paid during the period) has compared to the total shareholder return of the companies in the Philadelphia Utility Index over the three-year period presented. This demonstrates that while Mr. Denault’s Realizable Pay has been increasing over the three year period as our total shareholder return has improved, both on an absolute basis and in relation to our peers, his Realized Pay has continued to fall well short of his Adjusted SCT Compensation primarily due to the impact of the low actual payouts received under our long-term incentive program for the past three years. We believe this comparison illustrates the important role that “at risk” performance-based compensation plays in linking the value of compensation actually received by our Chief Executive Officer to the various performance measures used by our programs and to the Company’s total shareholder return. 12/31/15 PHLX $93.75 12/31/16 PHLX $110.05 12/31/17 PHLX $124.17 12/31/14 IndexedTSR $100.00 12/31/15 ETR Index $81.83 12/31/16 ETR Index $92.08 12/31/17 ETR Index $106.71 $0 $25 $50 $75 $100 $125 $150 Total Shareholder Return Value $100 Invested on 12/31/14 $8.2 $9.2 $9.2 $4.6 $9.1 $10.7 $4.1 $5.3 $5.5 $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 2015 2016 2017 Compensation ($Millions) Adjusted SCT Compensation Realizable Pay Realized Pay For purposes of the preceding chart and table, we define: ‰ “Adjusted SCT Compensation” as: (i) base salary paid in each year; (ii) actual bonus earned for each year; and (iii) the grant date value of long-term incentive awards as reported in the Summary Compensation Table. ‰ “Realizable Pay” as: (i) base salary paid in each year; (ii) the actual bonus earned for each year; (iii) for stock option grants, the intrinsic (“in-the-money”) value of each year’s grant as 2018 Proxy Statement Š 47
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