UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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þDefinitive Proxy Statement
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oSoliciting Material Pursuant to 240.14a-12
Entergy Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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![]() | Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 |
Date: | Friday, May 8, 2009 | |
Time: | 10:00 am | |
Place: | Statehouse Convention Center 1 Statehouse Plaza Little Rock, Arkansas 72201 |
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Executive Vice President, General Counsel & Secretary
INFORMATION ABOUT THE ANNUAL MEETING | 1 | |||
CORPORATE GOVERNANCE | 4 | |||
Board of Directors | 4 | |||
Director Independence | 4 | |||
Board Committees | 5 | |||
Corporate Governance Principles and Practices | 7 | |||
TRANSACTIONS WITH RELATED PERSONS | 9 | |||
COMMUNICATION WITH THE BOARD OF DIRECTORS | 10 | |||
NOMINATION OF DIRECTORS | 10 | |||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 11 | |||
COMPENSATION DISCUSSION AND ANALYSIS | 11 | |||
PERSONNEL COMMITTEE REPORT | 27 | |||
EXECUTIVE COMPENSATION TABLES | 28 | |||
Summary Compensation | 28 | |||
2008 Grants of Plan-Based Awards | 30 | |||
2008 Outstanding Equity Awards at Fiscal Year End | 31 | |||
2008 Option Exercises and Stock Vested | 33 | |||
2008 Pension Benefits | 33 | |||
2008 Non-qualified Deferred Compensation | 35 | |||
Potential Payments Upon Termination or Change in Control | 37 | |||
2008 NON-EMPLOYEE DIRECTOR COMPENSATION | 48 | |||
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 50 | |||
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 51 | |||
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 52 | |||
AUDIT COMMITTEE REPORT | 53 | |||
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 54 | |||
MATTERS REQUIRING SHAREHOLDER ACTION | 55 | |||
Item 1 - Election of Directors | 55 | |||
Item 2 - Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accountants for 2009 | 59 | |||
OTHER INFORMATION | 60 | |||
Shareholder Proposals for 2010 Meeting | 60 | |||
Annual Report onForm 10-K | 60 |
- | directly in your name as the shareholder of record; | |
- | indirectly through a broker, bank or other holder of record in "street name;" or | |
- | indirectly in one of the Company's qualified employee savings plans ("Savings Plans"). |
- | written notice to the Secretary of the Company; | |
- | timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or | |
- | voting by ballot at the Annual Meeting. |
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- | Directors. In the election of directors, each director will be elected by the vote of the majority of votes cast with respect to that director nominee. A majority of votes cast means that the number of votes cast "FOR" a nominee's election must exceed the number of votes cast "AGAINST" such nominee's election. A director who fails to receive a majority FOR vote will be required to tender his or her resignation to the Board of Directors for consideration. For additional information, see the "Corporate Governance - Corporate Governance Principles and Practices - Majority Voting in Director Elections." | |
- | Independent Registered Public Accountants. To ratify the selection of our independent registered public accountants, we must receive the affirmative vote of a majority of the shares entitled to vote on the matter and present in person at the Annual Meeting or represented by proxy. A vote to ABSTAIN will, pursuant to the Company's bylaws, not have any effect with respect to the election of directors. It will, however, have the effect of a vote AGAINST the other proposal. |
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Maureen S. Bateman | Alexis M. Herman | James R. Nichols | ||||
W. Frank Blount | Donald C. Hintz | William A. Percy, II | ||||
Simon D. deBree | J. Wayne Leonard | W. J. "Billy" Tauzin | ||||
Chairman and | ||||||
Chief Executive Officer | ||||||
Gary W. Edwards | Stuart L. Levenick | Steven V. Wilkinson | ||||
Presiding Director | ||||||
- | The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company. | |
- | The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). | |
- | The director or an immediate family member is a current partner of a firm that is our internal or external auditor, the director is a current employee of such a firm, the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice, or the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such firm and personally worked on our audit within that time. | |
- | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee. |
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- | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company's consolidated gross revenues. |
- | our compliance with legal and regulatory requirements, including our disclosure controls and procedures; | |
- | the independent registered public accounting firm's qualifications and independence; and | |
- | the performance of our internal audit function and independent registered public accounting firm. |
Steven V. Wilkinson (Chair) | Stuart L. Levenick | |
Simon D. deBree | James R. Nichols |
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- | developing policies and practices relating to corporate governance and reviewing compliance with the Company's Corporate Governance Guidelines; | |
- | recommending the director nominees for approval by the Board and the shareholders; and | |
- | establishing and implementing self-evaluation procedures for the Board and its committees. |
Alexis M. Herman (Chair) | William A. Percy, II | |
Gary W. Edwards | W. J. "Billy" Tauzin |
- | developing and implementing compensation policies and programs for our executive officers, including any employment agreement with an executive officer; | |
- | evaluating the performance of our Chairman and Chief Executive Officer; and | |
- | reporting, at least annually, to the Board on succession planning, including succession planning for the Chief Executive Officer. |
Maureen S. Bateman (Chair) | Alexis M. Herman | |
W. Frank Blount | W.J. "Billy" Tauzin | |
Gary W. Edwards |
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- | reviewing and making recommendations to the Board regarding our financial policies, strategies, and decisions; | |
- | reviewing our investing activities; and | |
- | reviewing and making recommendations to the Board with respect to significant investments. |
Simon D. deBree (Chair) | Stuart L. Levenick | |
Maureen S. Bateman | James R. Nichols | |
Donald C. Hintz |
- | providing non-management oversight and review of all the Company's nuclear generating plants; | |
- | focusing on safety, operating performance, operating costs, staffing and training; and | |
- | consulting with management concerning internal and external nuclear-related issues. |
Donald C. Hintz (Chair) | William A. Percy, II | |
W. Frank Blount | Steven V. Wilkinson |
J. Wayne Leonard (Chair) | Gary W. Edwards | |
Simon D. deBree | Donald C. Hintz |
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- | Presides at executive sessions of independent directors as well as all meetings of the Board at which the Chairman of the Board and Chief Executive Officer is not present; | |
- | Serves as liaison with Chairman of the Board and Chief Executive Officer when requested by the independent directors; | |
- | Reviews and advises on Board meeting agendas (and consults with the Chairman of the Board and Chief Executive Officer on the preparation of agendas); | |
- | May call meetings of the independent directors; | |
- | Provides feedback from the Board to the Chairman of the Board and the Chief Executive Officer following each executive session of independent directors and, together with the Chair of the Personnel Committee, provides the Chairman of the Board and Chief Executive Officer with an annual performance review; and | |
- | Such additional responsibilities as the Board of Directors may assign, and the Presiding Director may accept. |
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- | Whether the proposed transaction is on terms that are at least as favorable to the Company as those achievable with an unaffiliated third party; | |
- | Size of the transaction and amount of consideration; | |
- | Nature of the interest; | |
- | Whether the transaction involves a conflict of interest; | |
- | Whether the transaction involves services available from unaffiliated third parties; and | |
- | Any other factors that the Corporate Governance Committee or subcommittee deems relevant. |
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c/o Presiding Director Entergy Corporation |
639 Loyola Avenue |
P.O. Box 61000 |
New Orleans, LA 70161 |
E-mail: etrbod@entergy.com |
- | Spam | |
- | Junk mail and mass mailings; | |
- | Service complaints; | |
- | Service inquiries; | |
- | New service suggestions; | |
- | Resumes and other forms of job inquiries; | |
- | Surveys; | |
- | Business solicitations and advertisements; or | |
- | Requests for donations and sponsorships. |
- | the number of shares of the Company held by the shareholder; | |
- | the name and address of the candidate; |
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- | a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above; and | |
- | the candidate's signed consent to serve as a director if elected and to be named in the Proxy Statement. |
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Key Compensation Components | ||
(where reported in summary | ||
compensation table) | Factors | |
Base Salary | - Company, business unit and individual performance | |
(salary, column c) | - Market data | |
- Internal pay equity | ||
- The Committee's assessment of other elements of compensation | ||
Non-Equity Incentive Plan Compensation (Cash Bonus) | - Compensation practices at our peer group companies and the general market for companies our size | |
(non-equity plan compensation, column g) | - Desire to ensure that a substantial portion of total compensation is performance-based | |
- The Committee's assessment of other elements of compensation | ||
- Company and individual performance | ||
Performance Units (stock awards, column e) | - Compensation practices at our peer group companies and in broader group of utility companies | |
- Target long-term compensation values in the market for similar jobs | ||
- The desire to ensure that a substantial portion of total compensation is performance-based | ||
- The Committee's assessment of other elements of compensation | ||
Stock Options | - Individual performance | |
(options, column f) | - Prevailing market practice | |
- Targeted long-term value created by the use of stock options | ||
- Potential dilutive effect of stock option grants | ||
- The Committee's assessment of other elements of compensation |
- | The greatest part of the compensation of our Named Executive Officers should be in the form of "at risk" performance-based compensation. |
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- | A substantial portion of our Named Executive Officers' compensation should be delivered in the form of equity awards. |
- | Our compensation programs should enable us to attract, retain and motivate executive talent by offering compensation packages that are competitive but fair. |
- | Survey Data: The Committee uses published and private compensation survey data to develop marketplace compensation levels for our executive officers. The data, which is compiled by the Committee's independent compensation consultant, compares the current compensation levels received by each of our executive officers against the compensation levels received by executives holding similar positions at companies with corporate revenues consistent with our revenues. For non-industry specific positions such as a chief financial officer, the Committee reviews data from general industry. For management positions that are industry-specific such as Group President, Utility Operations, the Committee reviews data from energy service companies. The survey data reviewed by the Committee covers approximately 300 public and private companies in general industry and approximately 70 public and private companies in the energy services sector. In evaluating compensation levels against the survey data, the Committee considers only the aggregated survey data. The identity of the companies comprising the survey data is not disclosed to, or considered by, the Committee in its decision-making process and, thus, is not considered material by the Committee. |
- | Proxy Analysis: Although the survey data described above is the primary data source used in determining compensation, the Committee reviews data derived from proxy statements as an additional point of analysis. The proxy data is used to compare the compensation levels of our Named Executive Officers against the compensation levels of the corresponding top 5 highest paid executive officers from 18 of the companies included in the Philadelphia Utilities Index. The analysis is used by the Committee to evaluate the |
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reasonableness of the Company's compensation program. The proxy market data compare our executive officers to other proxy officers based on pay rank without regard to roles and responsibilities. These companies are: |
- AES Corporation | - Exelon Corporation | |
- Ameren Corporation | - FirstEnergy Corporation | |
- American Electric Power Co. Inc. | - FPL Group Inc. | |
- CenterPoint Energy Inc. | - Northeast Utilities | |
- Consolidated Edison Inc. | - PG&E Corporation | |
- Dominion Resources Inc. | - Progress Energy, Inc. | |
- DTE Energy Company | - Public Service Enterprise Group, Inc. | |
- Duke Energy Corporation | - Southern Company | |
- Edison International | - XCEL Energy |
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- | Base Salary |
- | Company, business unit and individual performance during the prior year; | |
- | Market data; | |
- | Internal pay equity; and | |
- | The Committee's assessment of other elements of compensation provided to the Named Executive Officer. |
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Named Executive Officer | 2007 Base Salary | Percentage Increase | 2008 Base Salary | |||||||||
J. Wayne Leonard | $ | 1,230,000 | 5.0 | % | $ | 1,291,500 | ||||||
Leo P. Denault | $ | 600,000 | 5.0 | % | $ | 630,000 | ||||||
Mark T. Savoff | $ | 530,400 | 3.5 | % | $ | 549,000 | ||||||
Richard J. Smith | $ | 622,400 | 3.6 | % | $ | 645,000 | ||||||
Gary J. Taylor | $ | 550,790 | 3.5 | % | $ | 570,000 |
- | Mr. Leonard's salary was increased due to the Personnel Committee's assessment of, among other things, his strong performance as Chief Executive Officer, the Company's financial and operational performance in 2007 and comparative market data on base salaries for chief executive officers. |
- | Non-Equity Incentive Plans (Cash Bonus) |
- | earnings per share and operating cash flow have both a correlative and causal relationship to shareholder value performance; | |
- | earnings per share and operating cash flow targets are aligned with externally-communicated goals; and | |
- | earnings per share and operating cash flow results are readily available in earning releases and SEC filings. |
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- | Analysis provided by the Committee's independent compensation consultant as to compensation practices at the industry peer group companies and the general market for companies our size; | |
- | Competitiveness of the Company's compensation plans and their ability to attract and retain top executive talent; | |
- | The individual performance of each Named Executive Officer; | |
- | Target bonus levels in the market for comparable positions; | |
- | The desire to ensure that a substantial portion of total compensation is performance-based; | |
- | The relative importance, in any given year, of the short-term performance goals established pursuant to the Annual Incentive Plan; and | |
- | The Committee's assessment of other elements of compensation provided to the Named Executive Officer. |
- | Mr. Leonard's leadership and contributions to the Company's success as measured by, among other things, the overall performance of the Company. | |
- | Market practices that compensate chief executive officers at greater potential compensation levels with more "pay at risk," than other named executive officers. | |
- | The Personnel Committee's assessment of Mr. Leonard's strong performance based on the Board's annual performance evaluation, in which the Board reviews and assesses Mr. Leonard's performance based on: leadership, strategic planning, financial results, succession planning, communications with all of our stakeholders, external relations with the communities and industries in which we operate and his relationship with the Board. |
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Minimum | Target | Maximum | ||||||||||
Earnings Per Share ($) | 6.03 | 6.70 | 7.37 | |||||||||
Operating Cash Flow ($ in Billions) | 2.34 | 2.67 | 3.00 |
Named Executive Officer | Target | Percentage Base Salary | 2008 Annual Incentive Award | |||||||||
J. Wayne Leonard | 120 | % | 168 | % | $ | 2,169,720 | ||||||
Leo P. Denault | 70 | % | 98 | % | $ | 617,400 | ||||||
Mark J. Savoff | 70 | % | 98 | % | $ | 538,020 | ||||||
Richard J. Smith | 70 | % | 98 | % | $ | 632,100 | ||||||
Gary J. Taylor | 70 | % | 98 | % | $ | 558,600 |
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- | Performance Unit Program |
Quartiles: | 4 | 3 | 2 | 1 | ||||||||
Performance Levels: | Zero | Minimum | Target | Maximum | ||||||||
Total Shareholder Return Ranges: | Below 25th percentile | 25th to 50th percentiles | 50th to 75th percentiles | 75th percentile and above | ||||||||
Payouts: | No Payout | Interpolate between Minimum and Target (10% to 100% of Target) | Interpolate between Target and Maximum (100% to 250% of Target) | Maximum Payout (250% of Target) | ||||||||
- | The advice of the Committee's independent compensation consultant regarding compensation practices at the industry peer group companies; |
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- | Competitiveness of the Company's compensation plans and their ability to attract and retain top executive talent; | |
- | Target long-term compensation values in the market for similar jobs; | |
- | The desire to ensure, as described above, that a substantial portion of total compensation is performance-based; | |
- | The relative importance, in any given year, of the long-term performance goals established pursuant to the Performance Unit Program; and | |
- | The Committee's assessment of other elements of compensation provided to the Named Executive Officer. |
- | Mr. Leonard's leadership and contributions to the Company's success as measured by, among other things, the overall performance of the Company. | |
- | Market practices that compensate chief executive officers at greater potential compensation levels with more "pay at risk," than other named executive officers. |
- | Stock Options |
- | Individual performance; | |
- | Prevailing market practice in stock option grants; | |
- | The targeted long-term value created by the use of stock options; | |
- | The number of participants eligible for stock options, and the resulting "burn rate" (i.e., the number of stock options authorized divided by the total number of shares outstanding) to assess the potential dilutive effect; and | |
- | The Committee's assessment of other elements of compensation provided to the Named Executive Officer. |
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Named Executive Officer | Stock Options | |||
J. Wayne Leonard | 175,000 | |||
Leo P. Denault | 50,000 | |||
Mark J. Savoff | 27,000 | |||
Richard J. Smith | 35,000 | |||
Gary J. Taylor | 35,000 |
- | Restricted Units |
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Vesting Date | Restricted Stock Units | |||
January 25, 2011 | 8,000 | |||
January 25, 2012 | 8,000 | |||
January 25, 2013 | 8,000 |
- | 2008 Significant Achievements |
- | Managed storm restoration for two major back to back hurricanes - Gustav and Ike; | |
- | Achieved alternative method of securitization which provided benefits for shareholders and customers; | |
- | Successfully completed acquisition of Ouachita generation facility and received approval from the Arkansas Public Service Commission; | |
- | Successfully completed acquisition of Calcasieu generation facility and received approval from the Louisiana Public Service Commission; | |
- | Achieved record generation from the non-utility nuclear fleet; | |
- | Made significant progress on the contemplated separation of the non-nuclear utility segment; | |
- | Completed $0.5 billion of the Board approved and previously disclosed $1.5 billon stock repurchase program; | |
- | Receipt from Platts Global Energy of a special award of excellence in recognition of standout performance year after year over the past decade. Entergy was cited for being a finalist 39 times in the Award's contest, far more than any other energy company, and Wayne Leonard being named a finalist for the CEO of the Year award by Platts Global Energy for the eighth consecutive year; | |
- | Recognition for corporate governance practice where in 2008 we received a 10 rating from Governance Metrics International and 100 percent rating for corporate governance in the Institutional Shareholder Services utility rankings; | |
- | Our being named for the seventh consecutive year to the Dow Jones Sustainability World Index, an index that tracks the performance of companies that lead their field in terms of corporate sustainability on a global basis. and | |
- | Received multiple awards and recognition, including 10th consecutive annual EEI award for storm restoration leadership with recognition for Assistance Award in 2008. |
- | Pension Plan, Pension Equalization Plan and System Executive Retirement Plan |
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Executives at | ||||||||||||
Management Level 3 | ||||||||||||
& Above - Includes | ||||||||||||
the remaining 4 | ||||||||||||
Executives at | Named Executive | Executives at | ||||||||||
Years of Service | Management Level 1 | Officers | Management Level 4 | |||||||||
20 Years | 55.0 | % | 50.0 | % | 45.0 | % | ||||||
30 years | 65.0 | % | 60.0 | % | 55.0 | % |
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- | Savings Plan |
- | Executive Deferred Compensation |
- | Base Salary | |
- | Annual Incentive Plan Bonus | |
- | Performance Unit Program Awards |
- | Annual Incentive Plan Bonus | |
- | Performance Unit Program Awards |
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- | Health & Welfare Benefits |
- | Executive Long-Term Disability Program |
- | Perquisites |
- | Retention Agreements and other Compensation Arrangements |
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- | developing and implementing compensation policies and programs for our executive officers, including any employment agreement with an executive officer; | |
- | evaluating the performance of our Chairman and Chief Executive Officer; and | |
- | reporting, at least annually, to the Board on succession planning, including succession planning for the Chief Executive Officer. |
- | No grant may exceed an aggregate value of $1 million per grantee; | |
- | All awards must be issued in accordance with the terms of Company plans, including the requirement that all options be issued for an exercise price not less than the fair market value of the stock on date the option is granted; | |
- | No awards may be granted to any employee subject to Section 16 of the Securities Exchange Act of 1934; and | |
- | The Personnel Committee must be advised on at least a quarterly basis of the grants made under the exercise of this delegated authority. |
- | providing the Committee with an assessment of the performance of each Named Executive Officer; and |
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- | recommending base salary, annual merit increases, stock option and annual cash incentive plan compensation amounts for these officers. |
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W. Frank Blount
Gary W. Edwards
Alexis M. Herman
W. J. "Billy" Tauzin
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(h) | ||||||||||||||||||||||||||||||||||||
Change in | ||||||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||||||
(g) | Value and | |||||||||||||||||||||||||||||||||||
Non-Equity | Nonqualified | (i) | ||||||||||||||||||||||||||||||||||
(e) | (f) | Incentive | Deferred | All | ||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | Stock | Option | Plan | Compensation | Other | (j) | |||||||||||||||||||||||||||
Name and | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||||||||
Principal Position | (1) | (2) | (3) | (4) | (5) | (6) | ||||||||||||||||||||||||||||||
J. Wayne Leonard | 2008 | $ | 1,273,523 | $ | - | $ | 6,882,841 | $ | 2,902,428 | $ | 2,169,720 | $ | 313,200 | $ | 111,491 | $ | 13,653,203 | |||||||||||||||||||
Chairman of the Board and | 2007 | $ | 1,216,443 | $ | - | $ | 15,727,171 | $ | 2,468,256 | $ | 1,815,480 | $ | 4,879,200 | $ | 80,960 | $ | 26,187,510 | |||||||||||||||||||
Chief Executive Officer | 2006 | $ | 1,168,577 | $ | - | $ | 7,429,048 | $ | 1,622,682 | $ | 2,235,870 | $ | 2,250,100 | $ | 55,663 | $ | 14,761,940 | |||||||||||||||||||
Leo P. Denault | 2008 | $ | 621,231 | $ | - | $ | 1,500,178 | $ | 727,169 | $ | 617,400 | $ | 250,500 | $ | 34,152 | $ | 3,750,630 | |||||||||||||||||||
Executive Vice President and | 2007 | $ | 584,422 | $ | - | $ | 1,809,008 | $ | 566,481 | $ | 516,600 | $ | 535,000 | $ | 35,827 | $ | 4,047,338 | |||||||||||||||||||
Chief Financial Officer | 2006 | $ | 538,493 | $ | - | $ | 1,059,332 | $ | 344,099 | $ | 722,358 | $ | 1,212,300 | $ | 35,565 | $ | 3,912,147 | |||||||||||||||||||
Mark T. Savoff | 2008 | $ | 543,563 | $ | - | $ | 1,027,468 | $ | 416,077 | $ | 538,020 | $ | 201,200 | $ | 76,705 | $ | 2,803,033 | |||||||||||||||||||
Executive Vice President, | 2007 | $ | 524,516 | $ | - | $ | 1,809,008 | $ | 335,199 | $ | 456,674 | $ | 254,300 | $ | 48,600 | $ | 3,428,297 | |||||||||||||||||||
Operations | 2006 | $ | 510,000 | $ | - | $ | 1,084,755 | $ | 222,001 | $ | 674,730 | $ | 136,000 | $ | 39,861 | $ | 2,667,347 | |||||||||||||||||||
Richard J. Smith | 2008 | $ | 638,394 | $ | - | $ | 1,027,468 | $ | 654,730 | $ | 632,100 | $ | 391,400 | $ | 104,575 | $ | 3,448,667 | |||||||||||||||||||
President and | 2007 | $ | 599,612 | $ | - | $ | 1,809,008 | $ | 590,666 | $ | 535,886 | $ | 743,700 | $ | 60,627 | $ | 4,339,499 | |||||||||||||||||||
Chief Operating Officer | 2006 | $ | 536,650 | $ | - | $ | 1,084,755 | $ | 414,959 | $ | 718,918 | $ | 183,800 | $ | 67,338 | $ | 3,006,420 | |||||||||||||||||||
Gary J. Taylor | 2008 | $ | 564,412 | $ | 105,000 | $ | 1,027,468 | $ | 653,492 | $ | 558,600 | $ | 360,600 | $ | 131,157 | $ | 3,400,729 | |||||||||||||||||||
Group President, | 2007 | $ | 542,576 | $ | 105,000 | $ | 1,809,008 | $ | 566,481 | $ | 474,230 | $ | 723,800 | $ | 90,983 | $ | 4,312,078 | |||||||||||||||||||
Utility Operations | 2006 | $ | 515,967 | $ | - | $ | 1,084,755 | $ | 344,099 | $ | 691,268 | $ | 277,200 | $ | 55,935 | $ | 2,969,224 |
(1) | The amounts in column (c) represent the actual base salary paid to the Named Executive Officer. Changes in base salary were effective in April of the years shown and the base salary disclosed above is a combination of the two rates in effect during the year. | |
(2) | The amounts in column (e) represent the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment(which we refer to as "SFAS l23R") of performance units granted under the Performance Unit Plan of the Equity Ownership Plan. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements in our Form10-K for the year ended December 31, 2008. | |
(3) | The amounts in column (f) represent the dollar amount recognized for financial statement reporting purposes in accordance with SFAS l23R of stock options granted under the Equity Ownership Plan. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements in ourForm 10-K for the year ended December 31, 2008. | |
(4) | The amounts in column (g) represent cash payments made under the Annual Incentive Plan. | |
(5) | The amounts in column (h) include the annual actuarial increase in the present value of the Named Executive Officer's benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements and includes amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested (see "2008 Pension Benefits"). None of the increase is attributable to above-market or preferential earnings on non-qualified deferred compensation (see "2008 Nonqualified Deferred Compensation"). |
28
(6) | The amounts set forth in column (i) for 2008 include (a) matching contributions by the Company under the Savings Plan to each of the Named Executive Officers; (b) life insurance premiums; (c) tax gross up payments and (d) perquisites and other compensation. The amounts are listed in the following table: |
J. Wayne | Leo P. | Mark T. | Richard J. | Gary J. | ||||||||||||||||
Leonard | Denault | Savoff | Smith | Taylor | ||||||||||||||||
Company Contribution - Savings Plan | $ | 9,660 | $ | 9,660 | $ | 9,660 | $ | 9,660 | $ | 9,660 | ||||||||||
Life Insurance Premium | $ | 7,482 | $ | 2,610 | $ | 2,867 | $ | 3,042 | $ | 7,337 | ||||||||||
Tax Gross Up Payments | $ | 22,810 | $ | 8,636 | $ | 9,126 | $ | 24,407 | $ | 43,633 | ||||||||||
Perquisites and Other Compensation | $ | 71,539 | $ | 13,246 | $ | 55,052 | $ | 67,466 | $ | 70,527 | ||||||||||
Total | $ | 111,491 | $ | 34,152 | $ | 76,705 | $ | 104,575 | $ | 131,157 |
Personal Use of | ||||||||||||||||||||
Named Executive | Financial | Corporate | Executive | |||||||||||||||||
Officer | Counseling | Club Dues | Aircraft | Relocation | Physicals | |||||||||||||||
J. Wayne Leonard | x | x | x | |||||||||||||||||
Leo P. Denault | x | x | ||||||||||||||||||
Mark T. Savoff | x | x | x | |||||||||||||||||
Richard J. Smith | x | x | x | x | ||||||||||||||||
Gary J. Taylor | x | x | x | x | x |
29
All Other | All Other | |||||||||||||||||||||||||||||||||||||||||||
Stock | Option | |||||||||||||||||||||||||||||||||||||||||||
Awards: | Awards: | Grant | ||||||||||||||||||||||||||||||||||||||||||
Number | Number of | Exercise | Date Fair | |||||||||||||||||||||||||||||||||||||||||
Estimated Future | Estimated Future | of Shares | Securities | or Base | Value of | |||||||||||||||||||||||||||||||||||||||
Payouts Under Non-Equity | Payouts Under Equity | of Stock | Underlying | Price of | Stock and | |||||||||||||||||||||||||||||||||||||||
Incentive Plan Awards(1) | Incentive Plan Awards(2) | or Units | Options | Option | Option | |||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | (#) | Awards | Awards | ||||||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (3) | (4) | ($/Sh) | (5) | |||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||||
J. Wayne Leonard | 1/24/08 | - | $ | 1,549,800 | $ | 3,099,600 | ||||||||||||||||||||||||||||||||||||||
1/24/08 | 1,650 | 16,500 | 41,250 | $ | 1,785,300 | |||||||||||||||||||||||||||||||||||||||
1/24/08 | 175,000 | $ | 108.20 | $ | 2,813,125 | |||||||||||||||||||||||||||||||||||||||
Leo P. Denault | 1/24/08 | - | $ | 441,000 | $ | 882,000 | ||||||||||||||||||||||||||||||||||||||
1/24/08 | 390 | 3,900 | 9,750 | $ | 421,980 | |||||||||||||||||||||||||||||||||||||||
1/24/08 | 50,000 | $ | 108.20 | $ | 803,750 | |||||||||||||||||||||||||||||||||||||||
1/25/08 | 24,000 | $ | 2,551,920 | |||||||||||||||||||||||||||||||||||||||||
Mark T. Savoff | 1/24/08 | - | $ | 384,300 | $ | 768,600 | ||||||||||||||||||||||||||||||||||||||
1/24/08 | 390 | 3,900 | 9,750 | $ | 421,980 | |||||||||||||||||||||||||||||||||||||||
1/24/08 | 27,000 | $ | 108.20 | $ | 434,025 | |||||||||||||||||||||||||||||||||||||||
Richard J. Smith | 1/24/08 | - | $ | 451,500 | $ | 903,000 | ||||||||||||||||||||||||||||||||||||||
1/24/08 | 390 | 3,900 | 9,750 | $ | 421,980 | |||||||||||||||||||||||||||||||||||||||
1/24/08 | 35,000 | $ | 108.20 | $ | 562,625 | |||||||||||||||||||||||||||||||||||||||
Gary J. Taylor | 1/24/08 | - | $ | 399,000 | $ | 798,000 | ||||||||||||||||||||||||||||||||||||||
1/24/08 | 390 | 3,900 | 9,750 | $ | 421,980 | |||||||||||||||||||||||||||||||||||||||
1/24/08 | 35,000 | $ | 108.20 | $ | 562,625 |
(1) | The amounts in columns (c), (d) and (e) represent minimum, target and maximum payment levels under the Annual Incentive Plan. The actual amounts awarded are reported in column (g) of the Summary Compensation Table. | |
(2) | The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the Performance Unit Plan. Performance under the program is measured by the Company's total shareholder return relative to the total shareholder returns of the companies included in the Philadelphia Utilities Index. If the Company's total shareholder return is not at least 25% of that for the Philadelphia Utilities Index, there is no payout. Subject to achievement of performance targets, each unit will be converted into the cash equivalent of one share of the Company's common stock on the last day of the performance period (December 31, 2010). | |
(3) | In 2008, the Personnel Committee granted 24,000 restricted units to Mr. Denault. The restricted units vest in three equal installments of 8,000 shares on January 25, 2011, January 25, 2012 and January 25, 2013. | |
(4) | The amounts in column (j) represent options to purchase shares of the Company's common stock. The options vest one-third on each of the first through third anniversaries of the grant date. The options have a ten-year term from the date of grant. The options were granted under the 2007 Equity Ownership Plan. | |
(5) | The amounts included in this column are valued based on the aggregate grant date fair value of the award determined pursuant to SFAS 123. See Note 12 to the Financial Statements in ourForm 10-K for the year ended December 31, 2008 for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to SFAS 123R. |
30
Stock Awards | ||||||||||||||||||||||||||||||||||||
(j) | ||||||||||||||||||||||||||||||||||||
Option Awards | (i) | Equity | ||||||||||||||||||||||||||||||||||
(d) | Equity | Incentive | ||||||||||||||||||||||||||||||||||
Equity | Incentive | Plan | ||||||||||||||||||||||||||||||||||
Incentive | Plan | Awards: | ||||||||||||||||||||||||||||||||||
Plan | Awards: | Market or Payout | ||||||||||||||||||||||||||||||||||
(b) | (c) | Awards: | (g) | (h) | Number of | Value of | ||||||||||||||||||||||||||||||
Number | Number | Number | Number | Market | Unearned | Unearned | ||||||||||||||||||||||||||||||
of | of | of | of Shares | Value of | Shares, | Shares, | ||||||||||||||||||||||||||||||
Securities | Securities | Securities | or Units | Shares or | Units or | Units or | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | (e) | of Stock | Units of | Other | Other | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | (f) | That Have | Stock | Rights | Rights | ||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | Not | That Have | That Have | That Have | ||||||||||||||||||||||||||||
(a) | (#) | (#) | Options | Price | Expiration | Vested | Not Vested | Not Vested | Not Vested | |||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
J. Wayne Leonard | - | 175,000 | (1) | $ | 108.20 | 1/24/2018 | ||||||||||||||||||||||||||||||
85,000 | 170,000 | (2) | $ | 91.82 | 1/25/2017 | |||||||||||||||||||||||||||||||
140,000 | 70,000 | (3) | $ | 68.89 | 1/26/2016 | |||||||||||||||||||||||||||||||
165,200 | - | $ | 69.47 | 1/27/2015 | ||||||||||||||||||||||||||||||||
220,000 | - | $ | 58.60 | 3/02/2014 | ||||||||||||||||||||||||||||||||
195,000 | - | $ | 44.45 | 1/30/2013 | ||||||||||||||||||||||||||||||||
330,600 | - | $ | 41.69 | 2/11/2012 | ||||||||||||||||||||||||||||||||
330,600 | - | $ | 37.00 | 1/25/2011 | ||||||||||||||||||||||||||||||||
330,600 | - | $ | 23.00 | 1/27/2010 | ||||||||||||||||||||||||||||||||
41,250 | (4) | $ | 3,429,113 | |||||||||||||||||||||||||||||||||
59,500 | (5) | $ | 4,946,235 | |||||||||||||||||||||||||||||||||
50,000 | (6) | $ | 4,156,500 | |||||||||||||||||||||||||||||||||
Leo P. Denault | - | 50,000 | (1) | $ | 108.20 | 1/24/2018 | ||||||||||||||||||||||||||||||
20,000 | 40,000 | (2) | $ | 91.82 | 1/25/2017 | |||||||||||||||||||||||||||||||
33,333 | 16,667 | (3) | $ | 68.89 | 1/26/2016 | |||||||||||||||||||||||||||||||
35,000 | - | $ | 69.47 | 1/27/2015 | ||||||||||||||||||||||||||||||||
40,000 | - | $ | 58.60 | 3/02/2014 | ||||||||||||||||||||||||||||||||
676 | - | $ | 52.40 | 2/11/2012 | ||||||||||||||||||||||||||||||||
3,604 | - | $ | 52.40 | 3/01/2009 | ||||||||||||||||||||||||||||||||
7,720 | - | $ | 52.40 | 1/25/2011 | ||||||||||||||||||||||||||||||||
470 | - | $ | 51.60 | 3/01/2009 | ||||||||||||||||||||||||||||||||
8,330 | - | $ | 51.60 | 1/27/2010 | ||||||||||||||||||||||||||||||||
9,800 | - | $ | 44.45 | 1/30/2013 | ||||||||||||||||||||||||||||||||
19,656 | - | $ | 41.69 | 2/11/2012 | ||||||||||||||||||||||||||||||||
5,434 | - | $ | 37.00 | 1/25/2011 | ||||||||||||||||||||||||||||||||
9,750 | (4) | $ | 810,518 | |||||||||||||||||||||||||||||||||
11,250 | (5) | $ | 935,213 | |||||||||||||||||||||||||||||||||
24,000 | (7) | $ | 1,995,120 | |||||||||||||||||||||||||||||||||
Mark T. Savoff | - | 27,000 | (1) | $ | 108.20 | 1/24/2018 | ||||||||||||||||||||||||||||||
11,666 | 23,334 | (2) | $ | 91.82 | 1/25/2017 | |||||||||||||||||||||||||||||||
20,000 | 10,000 | (3) | $ | 68.89 | 1/26/2016 | |||||||||||||||||||||||||||||||
20,000 | - | $ | 69.47 | 1/27/2015 | ||||||||||||||||||||||||||||||||
31,800 | - | $ | 58.60 | 3/02/2014 | ||||||||||||||||||||||||||||||||
9,750 | (4) | $ | 810,518 | |||||||||||||||||||||||||||||||||
11,250 | (5) | $ | 935,213 |
31
Stock Awards | ||||||||||||||||||||||||||||||||||||
(j) | ||||||||||||||||||||||||||||||||||||
Option Awards | (i) | Equity | ||||||||||||||||||||||||||||||||||
(d) | Equity | Incentive | ||||||||||||||||||||||||||||||||||
Equity | Incentive | Plan | ||||||||||||||||||||||||||||||||||
Incentive | Plan | Awards: | ||||||||||||||||||||||||||||||||||
Plan | Awards: | Market or Payout | ||||||||||||||||||||||||||||||||||
(b) | (c) | Awards: | (g) | (h) | Number of | Value of | ||||||||||||||||||||||||||||||
Number | Number | Number | Number | Market | Unearned | Unearned | ||||||||||||||||||||||||||||||
of | of | of | of Shares | Value of | Shares, | Shares, | ||||||||||||||||||||||||||||||
Securities | Securities | Securities | or Units | Shares or | Units or | Units or | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | (e) | of Stock | Units of | Other | Other | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | (f) | That Have | Stock | Rights | Rights | ||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | Not | That Have | That Have | That Have | ||||||||||||||||||||||||||||
(a) | (#) | (#) | Options | Price | Expiration | Vested | Not Vested | Not Vested | Not Vested | |||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
Richard J. Smith | - | 35,000 | (1) | $ | 108.20 | 1/24/2018 | ||||||||||||||||||||||||||||||
20,000 | 40,000 | (2) | $ | 91.82 | 1/25/2017 | |||||||||||||||||||||||||||||||
33,333 | 16,667 | (3) | $ | 68.89 | 1/26/2016 | |||||||||||||||||||||||||||||||
40,000 | - | $ | 69.47 | 1/27/2015 | ||||||||||||||||||||||||||||||||
63,600 | - | $ | 58.60 | 3/02/2014 | ||||||||||||||||||||||||||||||||
7,560 | - | $ | 51.50 | 8/30/2009 | ||||||||||||||||||||||||||||||||
7,640 | - | $ | 51.50 | 1/25/2011 | ||||||||||||||||||||||||||||||||
7,577 | - | $ | 51.50 | 1/27/2010 | ||||||||||||||||||||||||||||||||
50,000 | - | $ | 44.45 | 1/30/2013 | ||||||||||||||||||||||||||||||||
16,987 | - | $ | 45.45 | 1/27/2010 | ||||||||||||||||||||||||||||||||
8,013 | - | $ | 45.45 | 8/30/2009 | ||||||||||||||||||||||||||||||||
70,000 | - | $ | 41.69 | 2/11/2012 | ||||||||||||||||||||||||||||||||
39,428 | - | $ | 37.00 | 1/25/2011 | ||||||||||||||||||||||||||||||||
9,750 | (4) | $ | 810,518 | |||||||||||||||||||||||||||||||||
11,250 | (5) | $ | 935,213 | |||||||||||||||||||||||||||||||||
Gary J. Taylor | - | 35,000 | (1) | $ | 108.20 | 1/24/2018 | ||||||||||||||||||||||||||||||
20,000 | 40,000 | (2) | $ | 91.82 | 1/25/2017 | |||||||||||||||||||||||||||||||
33,333 | 16,667 | (3) | $ | 68.89 | 1/26/2016 | |||||||||||||||||||||||||||||||
35,000 | - | $ | 69.47 | 1/27/2015 | ||||||||||||||||||||||||||||||||
40,000 | - | $ | 58.60 | 3/02/2014 | ||||||||||||||||||||||||||||||||
26,900 | - | $ | 44.45 | 1/30/2013 | ||||||||||||||||||||||||||||||||
34,600 | - | $ | 41.69 | 2/11/2012 | ||||||||||||||||||||||||||||||||
26,667 | - | $ | 37.00 | 1/25/2011 | ||||||||||||||||||||||||||||||||
9,750 | (4) | $ | 810,518 | |||||||||||||||||||||||||||||||||
11,250 | (5) | $ | 935,213 |
(1) | Consists of options that will vest as follows: 1/3 of the options granted vest on each of 1/24/2009, 1/24/2010 and 1/24/2011. | |
(2) | Consists of options that will vest as follows: 1/2 of the unexercisable options vest on each of 1/25/2009 and1/25/2010. | |
(3) | The remaining unexercisable options will vest on 1/26/2009. | |
(4) | Consists of performance units that will vest on December 31, 2010 only if, and to the extent that, we satisfy performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis. | |
(5) | Consists of performance units that will vest on December 31, 2009 only if, and to the extent that, Entergy Corporation satisfies performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis. | |
(6) | Consists of restricted units granted under the Equity Ownership Plan which will vest on August 3, 2009. | |
(7) | Consists of restricted units granted under the 2007 Equity Ownership Plan. 8,000 units will vest on each of January 25, 2011, 2012 and 2013. |
32
Options Awards | Stock Awards | |||||||||||||||
(b) | (d) | |||||||||||||||
Number of | (c) | Number of | (e) | |||||||||||||
Shares | Value | Shares | Value | |||||||||||||
Acquired | Realized | Acquired | Realized | |||||||||||||
(a) | on Exercise | on Exercise | on Vesting | on Vesting | ||||||||||||
Name | (#) | ($) | (#)(1) | ($) | ||||||||||||
J. Wayne Leonard | 255,000 | $ | 18,833,721 | 141,548(2 | ) | $ | 12,751,885 | |||||||||
Leo P. Denault | - | - | 16,397 | $ | 1,363,083 | |||||||||||
Mark T. Savoff | - | - | 16,397 | $ | 1,363,083 | |||||||||||
Richard J. Smith | - | - | 16,397 | $ | 1,363,083 | |||||||||||
Gary J. Taylor | - | - | 16,397 | $ | 1,363,083 |
(1) | Represents the vesting of performance units for the2006-2008 performance period (payable solely in cash based on the closing stock price of the Company on the date of vesting) under the Performance Unit Program. | |
(2) | Amount includes the August 3, 2008 cash settlement of 50,000 restricted units granted under the Equity Ownership Plan. |
Number | Present | |||||||||||||
of Years | Value of | Payments | ||||||||||||
Credited | Accumulated | During | ||||||||||||
Name | Plan Name | Service | Benefit | 2008 | ||||||||||
J. Wayne Leonard(1) | Non-qualified supplemental retirement benefit | 10.68 | $ | 23,892,800 | $ | - | ||||||||
Qualified defined benefit plan | 10.68 | $ | 217,200 | $ | - | |||||||||
Leo P. Denault(2) | Non-qualified System Executive Retirement Plan | 24.83 | $ | 2,446,700 | $ | - | ||||||||
Qualified defined benefit plan | 9.83 | $ | 111,300 | $ | - | |||||||||
Mark T. Savoff | Non-qualified System Executive Retirement Plan | 5.06 | $ | 753,400 | $ | - | ||||||||
Qualified defined benefit plan | 5.06 | $ | 71,900 | $ | - | |||||||||
Richard J. Smith(3) | Non-qualified Pension Equalization Plan | 32.25 | $ | 3,006,900 | $ | - | ||||||||
Qualified defined benefit plan | 9.33 | $ | 180,200 | $ | - | |||||||||
Gary J. Taylor(4) | Non-qualified System Executive Retirement Plan | 18.80 | $ | 2,770,100 | $ | - | ||||||||
Qualified defined benefit plan | 8.75 | $ | 151,100 | $ | - |
(1) | Pursuant to his retention agreement, Mr. Leonard is entitled to a non-qualified supplemental retirement benefit in lieu of participation in the Company's non-qualified supplemental retirement plans such as the System Executive Retirement Plan or the Pension Equalization Plan. Mr. Leonard may separate from employment without a reduction in his non-qualified supplemental retirement benefit. | |
(2) | During 2006, Mr. Denault entered into an agreement granting an additional 15 years of service under the non-qualified System Executive Retirement Plan if he continues to work for an Entergy System company employer until age 55. The additional 15 years increases the present value of his benefit by $1,192,900. |
33
(3) | Mr. Smith entered into an agreement granting 22.92 additional years of service under the non-qualified Pension Equalization Plan providing an additional $953,700 above the accumulated benefit he would receive under the non-qualified System Executive Retirement Plan. | |
(4) | Mr. Taylor entered into an agreement granting an additional 10 years of service under the System Executive Retirement Plan resulting in a $1,282,400 increase in the present value of his benefit. |
34
35
Aggregate | ||||||||||||||||||||
Executive | Registrant | Aggregate | Aggregate | Balance at | ||||||||||||||||
Contributions in | Contributions in | Earnings in | Withdrawals/ | December 31, | ||||||||||||||||
Name | 2008 | 2008 | 2008(1) | Distributions | 2008(2) | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Leo P. Denault | $ | - | $ | - | $ | 277 | $ | (801,992 | ) | $ | - | |||||||||
J. Wayne Leonard | $ | - | $ | - | $ | 16,774 | $ | (125,878 | ) | $ | 370,863 | |||||||||
Mark T. Savoff | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Richard J. Smith | $ | - | $ | - | $ | (79,904 | ) | $ | (1,239,421 | ) | $ | 837,494 | ||||||||
Gary J. Taylor | $ | - | $ | - | $ | 655 | $ | (1,151,899 | ) | $ | - |
(1) | Amounts in this column are not included in the Summary Compensation Table. | |
(2) | Amounts in column (f) that have previously been reported in the Summary Compensation Table are as follows: Mr. Leonard, $182,602; and Mr. Smith, $359,459. |
Aggregate | ||||||||||||||||||||
Executive | Registrant | Aggregate | Aggregate | Balance at | ||||||||||||||||
Contributions in | Contributions in | Earnings in | Withdrawals/ | December 31, | ||||||||||||||||
Name | 2008 | 2008 | 2008(1) | Distributions | 2008 | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Leo P. Denault | $ | - | $ | - | $ | (25,880 | ) | $ | (2,928,928 | ) | $ | - | ||||||||
J. Wayne Leonard | $ | - | $ | - | $ | (3,712,799 | ) | $ | (6,267,147 | ) | $ | 9,247,806 | ||||||||
Mark T. Savoff | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Richard J. Smith | $ | - | $ | - | $ | (56,063 | ) | $ | (6,344,960 | ) | $ | - | ||||||||
Gary J. Taylor | $ | - | $ | - | $ | - | $ | - | $ | - |
(1) | Amounts in this column are not included in the Summary Compensation Table. |
36
Aggregate | ||||||||||||||||||||
Executive | Registrant | Aggregate | Aggregate | Balance at | ||||||||||||||||
Contributions in | Contributions in | Earnings in | Withdrawals/ | December 31, | ||||||||||||||||
Name | 2008 | 2008 | 2008(1) | Distributions | 2008 | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Leo P. Denault | $ | - | $ | - | $ | (24,785 | ) | $ | - | $ | 62,670 | |||||||||
J. Wayne Leonard | $ | - | $ | - | $ | (89,834 | ) | $ | - | $ | 227,145 | |||||||||
Mark T. Savoff | $ | - | $ | - | $ | (7,609 | ) | $ | - | $ | 19,241 | |||||||||
Richard J. Smith | $ | - | $ | - | $ | (59,615 | ) | $ | - | $ | 150,735 | |||||||||
Gary J. Taylor | $ | - | $ | - | $ | (19,198 | ) | $ | - | $ | 46,217 |
(1) | Amounts in this column are not included in the Summary Compensation Table. |
Chairman and Chief Executive Officer
Termination | Termination | |||||||||||||||||||||||||||||||
for Good | Related to | |||||||||||||||||||||||||||||||
Voluntary | For | Reason or | Change in | a Change in | ||||||||||||||||||||||||||||
Benefits and Payments Upon Termination(1) | Resignation | Cause | Not for Cause | Retirement(8) | Disability | Death | Control(10) | Control | ||||||||||||||||||||||||
Annual Incentive Payment(2) | - | - | - | - | - | - | - | $ | 3,099,600 | |||||||||||||||||||||||
Severance Payment(3) | - | - | - | - | - | - | - | $ | 8,495,487 | |||||||||||||||||||||||
Performance Units:(4) | ||||||||||||||||||||||||||||||||
2007-2009 Performance Unit Program | - | - | - | - | $ | 1,318,996 | $ | 1,318,996 | $ | 1,978,494 | $ | 1,978,494 | ||||||||||||||||||||
2008-2010 Performance Unit Program | - | - | - | - | $ | 457,215 | $ | 457,215 | $ | 1,371,645 | $ | 1,371,645 | ||||||||||||||||||||
Unvested Stock Options(5) | - | - | - | - | $ | 996,800 | $ | 0 | (9) | $ | 0 | $ | 996,800 | |||||||||||||||||||
Unvested Restricted Units(6) | - | - | $ | 4,156,500 | - | $ | 4,156,500 | $ | 4,156,500 | - | $ | 4,156,500 | ||||||||||||||||||||
Medical and Dental Benefits(7) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
280G TaxGross-up | - | - | - | - | - | - | - | - |
(1) | In addition to the payments and benefits in the table, Mr. Leonard also would have been entitled to receive his vested pension benefits. However, a termination "for cause" would have resulted in forfeiture of Mr. Leonard's supplemental retirement benefit. Mr. Leonard is not entitled to additional pension benefits in the event of a |
37
change in control. For additional information regarding these vested benefits and awards, see "2008 Pension Benefits." | ||
(2) | In the event of a termination related to a change in control, Mr. Leonard would have been entitled under his retention agreement to receive a lump sum payment of his cash annual incentive bonus under the Annual Incentive Plan calculated at maximum annual bonus opportunity. For purposes of this table, we have calculated the award at 200% of target opportunity and assumed a base salary of $1,291,500. | |
(3) | In the event of a termination related to a change in control, Mr. Leonard would have been entitled to receive pursuant to his retention agreement a lump sum severance payment equal to the sum of 2.99 times his base salary plus target annual incentive (calculated at 120% of his base salary). | |
(4) | In the event of a termination related to a change in control, including a termination for good reason, or other than for cause, disability or death, Mr. Leonard would have been entitled to receive under the terms of his retention agreement a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, we have calculated the value of Mr. Leonard's awards as follows: |
(5) | In the event of disability or a termination related to a change in control, all of Mr. Leonard's unvested stock options would immediately vest. In addition, Mr. Leonard would be entitled to exercise any outstanding options during a ten-year term extending from the grant date of the options. For purposes of this table, we assumed that Mr. Leonard exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share. | |
(6) | Mr. Leonard's 50,000 restricted units vest in 2009. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of the termination of his employment by Mr. Leonard for good reason, by the Company other than for cause, or by reason of his death or disability. | |
(7) | Pursuant to Mr. Leonard's retention agreement, in the event of a termination related to a change of control, Mr. Leonard is not eligible to receive subsidized medical and dental benefits. | |
(8) | As of December 31, 2008, compensation and benefits available to Mr. Leonard under this scenario are substantially the same as available with a voluntary resignation. | |
(9) | Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008. | |
(10) | Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows: |
- | All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and | |
- | All performance units become vested (based on the assumption that all performance goals were achieved at target). |
38
- | willful and continued failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from our Board; or | |
- | willfully engaging in conduct that is demonstrably and materially injurious to us and which results in a conviction of or entrance of a plea of guilty ornolo contendere(essentially a form of plea in which the accused refuses to contest the charges) to a felony. |
- | the substantial reduction or alteration in the nature or status of his duties or responsibilities; | |
- | a reduction in his annual base salary; | |
- | the relocation of his principal place of employment to a location more than 20 miles from his current place of employment; | |
- | our failure to pay any portion of his compensation within seven days of its due date; | |
- | our failure to continue in effect any compensation plan in which he participates and which is material to his total compensation, unless other equitable arrangements are made; | |
- | our failure to continue to provide benefits substantially similar to those that he currently enjoys under any of our pension, savings, life insurance, medical, health and accident or disability plans, or our taking of any other action which materially reduces any of those benefits or deprives him of any material fringe benefits that he currently enjoys; | |
- | our failure to provide him with the number of paid vacation days to which he is entitled in accordance with our normal vacation policy; or | |
- | any purported termination of his employment not taken in accordance with his retention agreement. |
Executive Vice President and Chief Financial Officer
Termination | Termination | |||||||||||||||||||||||||||||||
for Good | Related to | |||||||||||||||||||||||||||||||
Voluntary | For | Reason or | Change in | a Change in | ||||||||||||||||||||||||||||
Benefits and Payments Upon Termination(1) | Resignation | Cause | Not for Cause | Retirement(8) | Disability | Death | Control(10) | Control | ||||||||||||||||||||||||
Severance Payment(2) | - | - | $ | 3,202,290 | - | - | - | - | $ | 3,202,290 | ||||||||||||||||||||||
Performance Units:(3) | ||||||||||||||||||||||||||||||||
2007-2009 Performance Unit Program | - | - | $ | 374,085 | - | $ | 374,085 | $ | 374,085 | $ | 374,085 | $ | 374,085 | |||||||||||||||||||
2008-2010 Performance Unit Program | - | - | $ | 324,207 | - | $ | 324,207 | $ | 324,207 | $ | 324,207 | $ | 324,207 | |||||||||||||||||||
Unvested Stock Options(4) | - | - | $ | 0 | - | $ | 237,338 | $ | 0 | (9) | $ | 0 | $ | 237,338 | ||||||||||||||||||
Unvested Restricted Units(5) | - | - | $ | 1,995,120 | - | $ | 1,995,120 | $ | 1,995,120 | $ | 1,995,120 | $ | 1,995,120 | |||||||||||||||||||
COBRA Benefits(6) | - | - | $ | 13,962 | - | - | - | - | - | |||||||||||||||||||||||
Medical and Dental Benefits(7) | - | - | - | - | - | $ | 13,962 | |||||||||||||||||||||||||
280G TaxGross-up | - | - | - | - | - | - | - | $ | 4,118,338 |
39
(1) | In addition to the payments and benefits in the table, Mr. Denault also would have been entitled to receive his vested pension benefits. If Mr. Denault's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits. For a description of these benefits, see "2008 Pension Benefits." In addition, Mr. Denault is subject to the following provisions: |
- | Retention Agreement. Mr. Denault's retention agreement provides that, unless his employment is terminated for cause, he will be granted an additional 15 years of service under the System Executive Retirement Plan if he continues to work for an Entergy System company employer until age 55. Because Mr. Denault had not reached age 55 as of December 31, 2008, he is only entitled to this supplemental credited service and System Executive Retirement Plan benefits in the event of his death or disability. | |
- | System Executive Retirement Plan. If Mr. Denault's employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan. In the event of a termination related to a change in control, pursuant to the terms of the System Executive Retirement Plan, Mr. Denault would be eligible for subsidized retirement (but not the additional 15 years of service) upon his separation from service even if he does not then meet the age or service requirements for early retirement under the System Executive Retirement Plan or have company permission to separate from employment. |
(2) | In the event of a termination related to a change in control or a termination for good reason or not for cause, Mr. Denault would be entitled to receive pursuant to his retention agreement a lump sum severance payment equal to 2.99 times the sum of his base salary plus annual incentive, calculated at target opportunity. For purposes of this table, we have calculated the award at a 70% target opportunity and assumed a base salary of $630,000. | |
(3) | In the event of a termination related to a change in control, a termination for good reason or other than for cause, disability or death, Mr. Denault would have been entitled to receive under the terms of his retention agreement a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, we have calculated the value of Mr. Denault's awards as follows: |
(4) | In the event of disability or a termination related to a change in control, all of Mr. Denault's unvested stock options would immediately vest. In addition, he would be entitled to exercise any unexercised options during a ten-year term extending from the grant date of the options. Further, pursuant to Mr. Denault's retention agreement, in the event of a termination for good reason or other than for cause, all of Mr. Denault's unvested stock options granted under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007) would immediately vest. For purposes of this table, we assumed that Mr. Denault exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share. | |
(5) | Mr. Denault's 24,000 restricted units vest 1/3 in 2011, 1/3 in 2012 and 1/3 in 2013. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of change in control, termination related to a change in control, a termination for good reason or other than for cause, disability or death. | |
(6) | Pursuant to his retention agreement, in the event of a termination by the company other than cause or disability or for good reason, Mr. Denault would be eligible to receive company-subsidized COBRA benefits for a period of 18 months. | |
(7) | Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change of control, Mr. Denault would be eligible to receive subsidized medical and dental benefits for a period up to 18 months. | |
(8) | As of December 31, 2008, compensation and benefits available to Mr. Denault under this scenario are substantially the same as available under a voluntary resignation. |
40
(9) | Under the 2007 Equity Ownership Plan, in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008. | |
(10) | Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows: |
- | All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and | |
- | All performance units become vested (based on the assumption that all performance goals were achieved at target) |
- | continuing failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from our Personnel Committee; | |
- | willfully engaging in conduct that is demonstrably and materially injurious to us; | |
- | conviction of or entrance of a plea of guilty ornolo contendereto a felony or other crime that has or may have a material adverse effect on his ability to carry out his duties or upon our reputation; | |
- | material violation of any agreement that he has entered into with us; or | |
- | unauthorized disclosure of our confidential information. |
- | the substantial reduction in the nature or status of his duties or responsibilities; | |
- | a reduction of 5% or more in his base salary as in effect on the date of the retention agreement; | |
- | the relocation of his principal place of employment to a location other than our corporate headquarters; | |
- | our failure to continue to allow him to participate in programs or plans providing opportunities for equity awards, stock options, restricted stock, stock appreciation rights, incentive compensation, bonus and other plans on a basis not materially less favorable than enjoyed at the time of the retention agreement (other than changes similarly affecting all senior executives); | |
- | our failure to continue to allow him to participate in programs or plans with opportunities for benefits not materially less favorable than those enjoyed by him under any of our pension, savings, life insurance, medical, health and accident, disability or vacation plans at the time of the retention agreement (other than changes similarly affecting all senior executives); or | |
- | any purported termination of his employment not taken in accordance with his retention agreement. |
- | the substantial reduction or alteration in the nature or status of his duties or responsibilities; | |
- | a reduction in his annual base salary; | |
- | the relocation of his principal place of employment to a location more than 20 miles from his current place of employment; | |
- | our failure to pay any portion of his compensation within seven days of its due date; | |
- | our failure to continue in effect any compensation plan in which he participates and which is material to his total compensation, unless other equitable arrangements are made; |
41
- | our failure to continue to provide benefits substantially similar to those that he currently enjoys under any of our pension, savings, life insurance, medical, health and accident or disability plans, or our taking of any other action which materially reduces any of those benefits or deprives him of any material fringe benefits that he currently enjoys; | |
- | our failure to provide him with the number of paid vacation days to which he is entitled in accordance with our normal vacation policy; or | |
- | any purported termination of his employment not taken in accordance with his retention agreement |
Executive Vice President, Operations
Termination | Termination | |||||||||||||||||||||||||||||||
for Good | Related to a | |||||||||||||||||||||||||||||||
Benefits and Payments | Voluntary | For | Reason or Not | Change in | Change in | |||||||||||||||||||||||||||
Upon Termination(1) | Resignation | Cause | for Cause | Retirement(6) | Disability | Death | Control(8) | Control | ||||||||||||||||||||||||
Severance Payment(2) | - | - | - | - | - | - | - | $ | 2,799,900 | |||||||||||||||||||||||
Performance Units:(3) | ||||||||||||||||||||||||||||||||
2007-2009 Performance Unit Program | - | - | - | - | $ | 249,390 | $ | 249,390 | $ | 374,085 | $ | 374,085 | ||||||||||||||||||||
2008-2010 Performance Unit Program | - | - | - | - | $ | 108,069 | $ | 108,069 | $ | 324,207 | $ | 324,207 | ||||||||||||||||||||
Unvested Stock Options(4) | - | - | - | - | $ | 142,400 | $ | 0 | (7) | $ | 0 | $ | 142,400 | |||||||||||||||||||
Medical and Dental Benefits(5) | - | - | - | - | - | - | - | $ | 23,730 | |||||||||||||||||||||||
280G TaxGross-up | - | - | - | - | - | - | - | - |
(1) | In addition to the payments and benefits in the table, Mr. Savoff would also have been entitled to receive his vested pension benefits. If Mr. Savoff's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits. For a description of these benefits, see "2008 Pension Benefits." If Mr. Savoff's employment were terminated for cause, he would forfeit his benefit under the System Executive Retirement Plan. | |
(2) | In the event of a termination related to a change in control, Mr. Savoff would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to three times the sum of his base salary plus annual incentive, calculated at target opportunity. For purposes of this table, we have calculated the award at a 70% target opportunity and assumed a base salary of $549,000. | |
(3) | In the event of a termination related to a change in control, Mr. Savoff would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units under the Performance Unit Program. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, we have calculated the value of Mr. Savoff's awards as follows: |
(4) | In the event of disability or a termination related to a change in control, all of Mr. Savoff's unvested stock options would immediately vest. In addition, he would be entitled to exercise any unexercised options during a ten-year term extending from the grant date of the options. For purposes of this table, we assumed that |
42
Mr. Savoff exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share. | ||
(5) | Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Savoff would be eligible to receive subsidized medical and dental benefits for a period up to 18 months. | |
(6) | As of December 31, 2008, compensation and benefits available to Mr. Savoff under this scenario are substantially the same as available under a voluntary resignation. | |
(7) | Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008. | |
(8) | Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows: |
- | All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and | |
- | All performance units become vested (based on the assumption that all performance goals were achieved at target) |
President and Chief Operating Officer
Termination | Termination | |||||||||||||||||||||||||||||||
for Good | Related to | |||||||||||||||||||||||||||||||
Benefits and Payments | Voluntary | For | Reason or Not | Change in | a Change in | |||||||||||||||||||||||||||
Upon Termination(1) | Resignation | Cause | for Cause | Retirement(6) | Disability | Death | Control(8) | Control | ||||||||||||||||||||||||
Severance Payment(2) | - | - | - | - | - | - | - | $ | 3,278,535 | |||||||||||||||||||||||
Performance Units:(3) | ||||||||||||||||||||||||||||||||
2007-2009 Performance Unit Program | - | - | - | - | $ | 249,390 | $ | 249,390 | $ | 374,085 | $ | 374,085 | ||||||||||||||||||||
2008-2010 Performance Unit Program | - | - | - | - | $ | 108,069 | $ | 108,069 | $ | 324,207 | $ | 324,207 | ||||||||||||||||||||
Unvested Stock Options(4) | - | - | - | - | $ | 237,338 | $ | 0 | (7) | $ | 0 | $ | 237,338 | |||||||||||||||||||
Medical and Dental Benefits(5) | - | - | - | - | - | - | - | $ | 17,658 | |||||||||||||||||||||||
280G TaxGross-up | - | - | - | - | - | - | - | - |
(1) | In addition to the payments and benefits in the table, Mr. Smith also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." In the event of a termination related to a change in control, pursuant to the terms of the Pension Equalization Plan, Mr. Smith would be eligible for subsidized early retirement even if he does not have company permission to separate from employment. If Mr. Smith's employment were terminated for cause, he would not receive a credited service benefit under the Pension Equalization Plan. | |
(2) | In the event of a termination related to a change in control, Mr. Smith would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to 2.99 times the sum of his base salary plus annual incentive, calculated at target opportunity. For purposes of this table, we have calculated the award at a 70% target opportunity and assumed a base salary of $645,000. | |
(3) | In the event of a termination related to a change in control, Mr. Smith would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, we have calculated the value of Mr. Smith's awards as follows: |
43
(4) | In the event of disability or a termination related to a change in control, all of Mr. Smith's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year term extending from the grant date of the options. For purposes of this table, we assumed that Mr. Smith exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share. | |
(5) | Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Smith would be eligible to receive subsidized medical and dental benefits for a period up to 18 months. | |
(6) | As of December 31, 2008, compensation and benefits available to Mr. Smith under this scenario are substantially the same as available with a voluntary resignation. | |
(7) | Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008. | |
(8) | Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows: |
- | All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and | |
- | All performance units become vested (based on the assumption that all performance goals were achieved at target) |
Group President, Utility Operations
Termination | Termination | |||||||||||||||||||||||||||||||
for Good | Change | Related to a | ||||||||||||||||||||||||||||||
Benefits and Payments | Voluntary | For | Reason or | in | Change in | |||||||||||||||||||||||||||
Upon Termination(1) | Resignation | Cause | Not for Cause | Retirement(6) | Disability | Death | Control(8) | Control | ||||||||||||||||||||||||
Severance Payment(2) | - | - | - | - | - | - | - | $ | 2,907,000 | |||||||||||||||||||||||
Performance Units:(3) | ||||||||||||||||||||||||||||||||
2007-2009 Performance Unit Program | - | - | - | - | $ | 249,390 | $ | 249,390 | $ | 374,085 | $ | 374,085 | ||||||||||||||||||||
2008-2010 Performance Unit Program | - | - | - | - | $ | 108,069 | $ | 108,069 | $ | 324,207 | $ | 324,207 | ||||||||||||||||||||
Unvested Stock Options(4) | - | - | - | - | $ | 237,338 | $ | 0 | (7) | $ | 0 | $ | 237,338 | |||||||||||||||||||
Medical and Dental Benefits(5) | - | - | - | - | - | - | - | $ | 17,658 | |||||||||||||||||||||||
280G TaxGross-up | - | - | - | - | - | - | - | $ | 3,303,737 |
(1) | In addition to the payments and benefits in the table, Mr. Taylor would also have been entitled to receive his vested pension benefits. If Mr. Taylor's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits. For a description of the pension |
44
benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. Taylor's employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan. | ||
(2) | In the event of a termination related to a change in control, Mr. Taylor would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to three times the sum of his base salary plus annual incentive, calculated at target opportunity. For purposes of this table, we have calculated the award at a 70% target opportunity and assumed a base salary of $570,000. | |
(3) | In the event of a termination related to a change in control, Mr. Taylor would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level for the entire performance period. For purposes of the table, we have calculated the value of Mr. Taylor's awards as follows: |
(4) | In the event of disability or a termination related to a change in control, all of Mr. Taylor's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for a ten-year term extending from the grant date of the options. For purposes of this table, we assumed that Mr. Taylor exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share. |
(5) | Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Taylor would be eligible to receive subsidized medical and dental benefits for a period up to 18 months. |
(6) | As of December 31, 2008, compensation and benefits available to Mr. Taylor under this scenario are substantially the same as available under a voluntary resignation. |
(7) | Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008. |
(8) | Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows: |
- | All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and | |
- | All performance units become vested (based on the assumption that all performance goals were achieved at target) |
45
- | The purchase of 25% or more of either our common stock or the combined voting power of our voting securities, the merger or consolidation of the Company (unless our board members constitute at least a majority of the board members of the surviving entity); | |
- | the merger or consolidation of the Company (unless our board members constitute at least a majority of the board members of the surviving entity; | |
- | the liquidation, dissolution or sale of all or substantially all of our assets; or | |
- | a change in the composition of our board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of our board at the end of the period. |
- | fails to substantially perform his duties for a period of 30 days after receiving notice from our board; | |
- | engages in conduct that is injurious to us or any of our subsidiaries; | |
- | is convicted or pleads guilty to a felony or other crime that materially and adversely affects his ability to perform his duties or our reputation; | |
- | violates any agreement with us or any of our subsidiaries; or | |
- | discloses any of our confidential information without authorization. |
- | the nature or status of his duties and responsibilities is substantially altered or reduced compared to the period prior to the change in control; | |
- | his salary is reduced by 5% or more; | |
- | he is required to be based outside of the continental United States at somewhere other than his primary work location prior to the change in control; | |
- | any of his compensation plans are discontinued without an equitable replacement; | |
- | his benefits or number of vacation days are substantially reduced; or | |
- | his employment is purported to be terminated other than in accordance with the System Executive Continuity Plans. |
- | accepts employment with us or any of our subsidiaries; | |
- | elects to receive the benefits of another severance or separation program; |
46
- | removes, copies or fails to return any property belonging to us or any of our subsidiaries; | |
- | discloses non-public data or information concerning us or any of our subsidiaries; or | |
- | violates his non-competition provision, which generally runs for two years but extends to three years if permissible under applicable law. |
47
- | all unvested stock options granted prior to January 1, 2007 are forfeited; | |
- | vested stock options will expire the earlier of ten years from the grant date or three years following the executive's death; and | |
- | restricted units may be subject to specific death benefits (as noted, where applicable, in the tables above). |
Meeting | Fee | |
Board Meetings | $1,500 | |
Committee Meetings(1) (in conjunction with Board meetings) | $1,000 | |
Committee Meetings(1) (different location from Board and other committee meetings) | $2,000 | |
Telephone Meetings | One-half of applicable fees |
(1) | If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the applicable fees of an attending member. |
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Fees | ||||||||||||||||||||||||||||
Earned | Stock Awards | Total | ||||||||||||||||||||||||||
or Paid | ($) | All Other | ($) | |||||||||||||||||||||||||
in Cash | (5)(6) | Option | Compensation | (h) | ||||||||||||||||||||||||
($) | (c) | Awards | ($) | Excluding | With | |||||||||||||||||||||||
Name(1) | (2) | Stock | Retirement | ($) | (7) | Retirement | Retirement | |||||||||||||||||||||
(a) | (b) | Grants(3) | Accruals(4) | (d) | (g) | Accruals | Accruals | |||||||||||||||||||||
Maureen S. Bateman | $ | 93,400 | $ | 61,800 | $ | (29,471 | ) | - | $ | 4,615 | $ | 159,815 | $ | 130,344 | ||||||||||||||
W. Frank Blount | $ | 94,900 | $ | 61,800 | $ | (388,314 | ) | - | $ | 6,109 | $ | 162,809 | $ | (225,505 | ) | |||||||||||||
Simon D. deBree | $ | 90,900 | $ | 61,800 | $ | (54,467 | ) | - | $ | 9,920 | $ | 162,620 | $ | 108,153 | ||||||||||||||
Gary W. Edwards | $ | 95,650 | $ | 61,800 | $ | 33,590 | - | $ | 5,152 | $ | 162,602 | $ | 196,192 | |||||||||||||||
Alexis M. Herman | $ | 84,150 | $ | 61,800 | $ | 9,543 | - | $ | 540 | $ | 146,490 | $ | 156,033 | |||||||||||||||
Donald C. Hintz | $ | 99,900 | $ | 61,800 | $ | 21,491 | - | $ | 4,171 | $ | 165,871 | $ | 187,362 | |||||||||||||||
Stuart L. Levenick | $ | 72,650 | $ | 61,800 | $ | 12,282 | - | $ | 4,568 | $ | 139,018 | $ | 151,300 | |||||||||||||||
James R. Nichols | $ | 83,650 | $ | 61,800 | $ | (423,862 | ) | - | $ | 8,958 | $ | 154,408 | $ | (269,454 | ) | |||||||||||||
William A. Percy, II | $ | 92,650 | $ | 61,800 | $ | (47,912 | ) | - | $ | 3,847 | $ | 158,297 | $ | 110,385 | ||||||||||||||
W.J. "Billy" Tauzin | $ | 75,650 | $ | 61,800 | $ | 26,088 | - | $ | 540 | $ | 137,990 | $ | 164,078 | |||||||||||||||
Steven V. Wilkinson | $ | 104,650 | $ | 61,800 | $ | 21,252 | - | $ | 7,315 | $ | 173,765 | $ | 195,017 |
(1) | J. Wayne Leonard, the Company's Chairman and Chief Executive Officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his service as a director. The compensation received by Mr. Leonard as an employee of the Company is shown in the Summary Compensation table on page 28. |
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(2) | The amounts reported in column (b) consist of all fees earned or paid in cash for services as a director, including retainer fees, Presiding Director and Chair fees, and meeting fees, all of which are described under "Cash Compensation" above. | |
(3) | The amounts in this column represent the costs recognized in accordance with SFAS 123(R) of the 150 shares of Common Stock granted on a quarterly basis to each non-employee director during 2008. | |
(4) | The amounts in this column represent the cost recognized in accordance with SFAS 123(R) of retirement accruals for phantom units granted to each director. The costs for each director varies based on his or her number of years of service on the Board, proximity to mandatory retirement age (as established under our Corporate Governance Guidelines) and changes in the market value of the Common Stock. As a result, the costs and the impact of changes in the market value of Common Stock are greater for directors who have accumulated multiple years of service on the Board and directors who are approaching retirement age. Under the Service Recognition Program for Outside Directors, each non-employee director is credited with 800 phantom units representing shares of Common Stock for each year of service on the Board. After five years, the director's rights in the phantom units vest and the director becomes entitled to receive, upon the conclusion of service on the Board, the cash equivalent of one share of Common Stock for each vested unit on the date of the director's retirement or separation. | |
(5) | The SFAS 123(R) grant date fair value of the 2008 stock and phantom unit awards was as follows: Ms. Bateman $158,416; Mr. Blount $158,416; Mr. deBree $158,416; Mr. Edwards $158,416; Ms. Herman $158,416; Mr. Hintz $158,416; Mr. Levenick $158,416; Mr. Nichols $158,416; Mr. Percy $158,416; Mr. Tauzin $158,416; Mr. Wilkinson $158,416. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the Financial Statements in ourForm 10-K for the year ended December 31, 2008. | |
(6) | As of the end of 2008, the outstanding phantom units issued under the Service Recognition Program for Outside Directors held by each of our directors were: Ms. Bateman 6,400; Mr. Blount 16,800; Mr. deBree 5,437; Mr. Edwards 2,231; Ms. Herman 4,000; Mr. Hintz 3,200; Mr. Levenick 2,231; Mr. Nichols 17,826; Mr. Percy 6,654; Mr. Tauzin 2,093; and Mr. Wilkinson 3,627. As of December 31, 2008, Mr. Hintz had 320,000 unexercised options outstanding. | |
(7) | The amounts in column (g) include the following perquisites: (a) Company paid physical exams and related expenses; (b) personal air travel and associated taxgross-up payments; and (c) Company paid premiums for $25,000 life insurance and $25,000 accidental death and disability insurance |
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Amount and Nature | ||||||||
Name and Address of | of Beneficial | |||||||
Beneficial Owner | Ownership | Percent of Class | ||||||
Barclays Global Investors, N.A.(1) | 11,214,493 | 5.9 | % | |||||
400 Howard Street | ||||||||
San Francisco, CA 94105 | ||||||||
Barrow, Hanley, Mewhinney & Strauss, Inc.(2) | 11,216,736 | 5.9 | % | |||||
2200 Ross Avenue | ||||||||
31st Floor | ||||||||
Dallas, TX 75201 | ||||||||
Capital World Investors(3) | 14,163,780 | 7.5 | % | |||||
333 South Hope Street | ||||||||
Los Angeles, CA 90071 | ||||||||
FMR LLC(4) | 11,721,121 | 6.2 | % | |||||
82 Devonshire Street | ||||||||
Boston, MA 02109 |
(1) | Based on a Schedule 13G filed with the SEC on February 5, 2009, Barclays Global Investors, N.A. has indicated that it has sole voting power over 9,762,549 shares and sole power to dispose or direct the disposition over 11,214,493 shares. | |
(2) | Based on a Schedule 13G filed with the SEC on February 11, 2009, Barrow, Hanley, Mewhinney & Strauss, Inc. has indicated that it has sole voting power over 3,114,851 shares, shared voting power with respect to 8,101,885 shares and sole power to dispose or direct the disposition over 11,216,736 shares. | |
(3) | Based on a Schedule 13G filed with the SEC on February 13, 2009, Capital World Investors has indicated that it has sole voting power over 450,000 shares and sole power to dispose or direct the disposition over 14,163,780 shares. | |
(4) | Based on a Schedule 13G filed with the SEC on February 17, 2009, FMR LLC has indicated that it has sole voting power over 802,068 shares and sole power to dispose or to direct the disposition of 11,721,121 shares. |
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Options Exercisable | ||||||||||||
Name | Shares(*) | Within 60 Days | Stock Units(1) | |||||||||
Entergy Corporation | ||||||||||||
Maureen S. Bateman | 6,100 | - | 6,400 | |||||||||
W. Frank Blount | 11,634 | - | 16,800 | |||||||||
Simon D. deBree | 3,347 | - | 5,437 | |||||||||
Leo P. Denault | 1,531 | 237,357 | 753 | |||||||||
Gary W. Edwards(3) | 2,000 | - | 2,231 | |||||||||
Alexis M. Herman | 3,300 | - | 4,000 | |||||||||
Donald C. Hintz(3) | 8,054 | 320,000 | 3,200 | |||||||||
J. Wayne Leonard | 120,453 | 2,010,333 | 113,977 | |||||||||
Stuart L. Levenick | 2,000 | - | 2,231 | |||||||||
James R. Nichols(2) | 8,926 | - | 17,826 | |||||||||
William A. Percy, II(3) | 5,350 | - | 6,654 | |||||||||
Mark T. Savoff | 661 | 114,133 | 231 | |||||||||
Richard J. Smith | 7,753 | 412,472 | 1,813 | |||||||||
W. J. Tauzin | 1,900 | - | 2,093 | |||||||||
Gary J. Taylor | 1,339 | 264,834 | 512 | |||||||||
Steven V. Wilkinson | 3,055 | - | 3,627 | |||||||||
All directors and executive officers as a group (21 persons) | 207,529 | 3,811,231 | 189,542 |
(*) | The number of shares of common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of our outstanding common stock. | |
(1) | Represents the balances of phantom units each executive officer holds under the Defined Contribution Restoration Plan and the deferral provisions of the Equity Ownership Plan. These units will be paid out in either common stock or cash equivalent to the value of one share of common stock per unit on the date of payout, including accrued dividends. The deferral period is determined by the individual and is at least two years from the award of the bonus. For non-employee directors, the phantom units are issued under the Service Recognition Program for Outside Directors. All non-employee directors are credited with units for each year of service on the Board. | |
(2) | Excludes 4,059 shares owned by a charitable foundation that Mr. Nichols controls. | |
(3) | Includes 1,200, 600 and 2,700 shares deferred by Mr. Edwards, Mr. Hintz and Mr. Percy, respectively, under our Equity Ownership Plan. |
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Steven V. Wilkinson, Chair | Stuart L. Levenick | |
Simon D. deBree | James R. Nichols |
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2008 | 2007 | |||||||
Audit Fees | $ | 10,587,151 | $ | 9,512,245 | ||||
Audit-Related Fees(a) | $ | 778,689 | $ | 507,851 | ||||
Total audit and audit-related fees | $ | 11,365,840 | $ | 10,020,096 | ||||
Tax Fees(b) | - | $ | 11,396 | |||||
All Other Fees | - | - | ||||||
Total Fees(c) | $ | 11,365,840 | $ | 10,031,492 | ||||
(a) | Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services. | |
(b) | Includes fees for tax return review and tax compliance assistance. | |
(c) | 100% of fees paid in 2008 and 2007 were pre-approved by the Entergy Corporation Audit Committee. |
- | Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee. | |
- | All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service. |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687602.jpg)
MAUREEN SCANNELL BATEMAN | Age 65 | Director Since 2000 |
- | General Counsel, Manhattanville College January 2008 to present | |
- | Of Counsel, Butzel Long (legal services) 2007 to present | |
- | Partner, Holland & Knight LLP (legal services),2004-2007 | |
- | Former Special Senior Counsel, Bank of America Corporation (banking and financial services),2003-2004 | |
- | Former Executive Vice President and General Counsel of State Street Corporation (banking administrative and financial services for institutional investors) | |
- | Former Managing Director and General Counsel of United States Trust Company of New York (banking trust and investment advisory services) | |
- | Director of Evercore Trust Company | |
- | Vice President - General of the American Irish Historical Society | |
- | Trustee of the Gregorian University Foundation | |
- | Director of Boston Bar Foundation | |
- | Member of the Board of Overseers of the Boston Symphony Orchestra | |
- | Fellow of the American Bar Association | |
- | Trustee-Fellow of Fordham University | |
- | Treasurer and a Director of Fordham Law Alumni Trustees |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687603.jpg)
W. FRANK BLOUNT | Age 70 | Director Since 1987 |
- | Chairman & Chief Executive Officer of JI Ventures, Inc. (high-tech venture capital fund) since 2000 | |
- | Former Chairman & Chief Executive Officer of Cypress Communications, Inc. (in-building integrated communications supplier) | |
- | Former Chief Executive Officer and Director of Telstra Communications Corporation (Australian telecommunications company) | |
- | Former Group President of AT&T Inc. | |
- | Director of Caterpillar, Inc., Alcatel-Lucent S.A., KBR, Inc. | |
- | Member of Advisory Board of China Telecom Corporation Limited | |
- | Board of Trustees of Georgia State University |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687605.jpg)
GARY W. EDWARDS | Age 67 | Director Since 2005 |
- | Presiding Director of the Board of Directors of Entergy Corporation (since October 2006) | |
- | Former Senior Executive Vice President of Conoco Inc.(1999-2001); Former Executive Vice President of Conoco Inc.(1991-1999); Former Senior Vice President of DuPont(1991-1999) | |
- | Director of Sunoco, Inc. | |
- | Director of The Methodist Hospital, Houston, Texas | |
- | Director Emeritus of Yellowstone Park Foundation | |
- | Trustee of Kansas State University Foundation | |
- | Member of Advisory Board of Compass Partners, LLP, New York (investment banking firm) | |
- | Member of Advisory Board of Theatre Under the Stars, Houston, Texas |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687607.jpg)
ALEXIS M. HERMAN | Age 61 | Director Since 2003 |
- | Chair and Chief Executive Officer of New Ventures, Inc. (corporate consultants) since 2001 | |
- | Director of TheCoca-Cola Company, Cummins, Inc. and MGM Mirage | |
- | Chair, Diversity Advisory Board of Toyota Motor Sales, U.S.A., Inc. | |
- | Former Secretary of Labor of the United States of America | |
- | Former White House Assistant to the President of the United States of America | |
- | Director of Xavier University of Louisiana, George Meany National Labor College, Bush-Clinton Katrina Fund, National Urban League and National Epilepsy Foundation |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687608.jpg)
DONALD C. HINTZ | Age 65 | Director Since 2004 |
- | Former President, Entergy Corporation and Entergy Services, Inc. (retirement commenced in 2004) | |
- | Former President and Chief Executive Officer of Entergy Operations, Inc. (retirement commenced in 2004) | |
- | Former President and Chief Operating Officer of System Energy Resources, Inc. (retirement commenced in 2004) | |
- | Past President of the American Nuclear Society | |
- | Former Vice President/President-Elect of the American Nuclear Society | |
- | Director of Ontario Power Generation Inc. | |
- | Director of Electric Power Research Institute Board | |
- | Member of International Technical Advisory Board of Nuclear Electric Insurance Limited | |
- | Chair of the Nuclear Electric Insurance Limited International Technical Advisory Committee |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687606.jpg)
J. WAYNE LEONARD | Age 58 | Director Since 1999 |
- | Chairman of the Board of Directors of Entergy Corporation since August 2006 | |
- | Chief Executive Officer of Entergy Corporation and Entergy Services, Inc. since 1999 | |
- | Chief Operating Officer, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., March-December, 1998 | |
- | Former President, Cinergy Capital & Trading, Inc. | |
- | Former President, Energy Commodities Business Unit of Cinergy Corp. | |
- | Former Group Vice President and Chief Financial Officer of Cinergy Corp. | |
- | Director, Tidewater, Inc. | |
- | Director, Edison Electric Institute | |
- | Trustee, United Way of Greater New Orleans |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687609.jpg)
STUART L. LEVENICK | Age 55 | Director Since 2005 |
- | Group President and Executive Office Member of Caterpillar Inc. since 2004 | |
- | Director of W. W. Grainger, Inc. (distributes facility maintenance products) | |
- | Director of Advisory Board, Commerce Bank, Peoria, Illinois | |
- | Director of Heart of Illinois United Way, Peoria Illinois | |
- | Director, U.S. Chamber of Commerce, Washington, D.C. | |
- | Director, Association of Equipment Manufacturers, Washington, D.C. |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687610.jpg)
JAMES R. NICHOLS | Age 70 | Director Since 1986 |
- | Partner, Nichols & Pratt, LLP (family trustees), Attorney and Chartered Financial Analyst | |
- | Partner, Nichols & Pratt Advisors (registered investment adviser) | |
- | Life Trustee of the Boston Museum of Science |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687611.jpg)
WILLIAM A. PERCY, II | Age 69 | Director Since 2000 |
- | Chairman and Chief Executive Officer of Greenville Compress Company (commercial warehouse and real estate) | |
- | Chairman of Enterprise Corporation of the Delta (a non-profit economic development corporation) | |
- | Former Partner of Trail Lake Enterprises (cotton farm and gin) |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687612.jpg)
W. J. "BILLY" TAUZIN | Age 65 | Director Since 2005 |
- | President and CEO, Pharmaceutical Research and Manufacturers of America (PhRMA) (trade association) | |
- | Former United States Congressman for the State of Louisiana(1980-2005) | |
- | Director of Louisiana Health Care Group, Inc. |
![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687613.jpg)
STEVEN V. WILKINSON | Age 67 | Director Since 2003 |
- | Retired Audit Partner, Arthur Andersen LLP (international public accounting firm) | |
- | Director, Cabot Microelectronics Corporation | |
- | Director, Blackburn College |
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![](https://capedge.com/proxy/DEF 14A/0000065984-09-000089/h6687614.gif)
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ENTERGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2009 ANNUAL MEETING OF SHAREHOLDERS, MAY 8, 2009
The undersigned hereby appoints J. Wayne Leonard, Gary W. Edwards and Alexis M. Herman, jointly and severally, as attorneys and proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote on behalf of the undersigned all of the shares of Common Stock of Entergy Corporation that the undersigned is entitled in any capacity to vote if personally present at the 2009 Annual Meeting of Shareholders to be held on May 8, 2009, and at any adjournments or postponements thereof, in accordance with the instructions set forth on the reverse and with the same effect as though the undersigned were present in person and voting their shares. The proxies are authorized in their discretion to vote for the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before the meeting.
BNY Mellon Shareowner
Services P. O. Box 3550
South Hackensack, NJ 07606-9250
(Continued, and to be marked, dated and signed, on the other side.)
Address Change/Comments (Mark the corresponding box on the reverse side.) |
|
FOLD AND DETACH HERE
You can now access your Entergy Corporation account online.
Access your Entergy Corporation shareholder account online via Investor ServiceDirect (ISD).
The transfer agent for Entergy Corporation, now makes it easy and convenient to get current information on your shareholder account.
|
|
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose MLink for fast, easy and secure 24/7 online access to your future
proxy materials, investment plan statements, tax documents and more. Simply
log on to Investor ServiceDirect at www.bnymellon.com/shareowner/isd
where step-by-step instructions will prompt you through enrollment.
The Board of Directors recommends a vote "FOR" Item 1. | |||||||
1) Election of Directors | |||||||
1a. M. S. Bateman | □ FOR | □ AGAINST | □ ABSTAIN | 1g. S. L. Levenick | □ FOR | □ AGAINST | □ ABSTAIN |
1b. W. F. Blount | □ FOR | □ AGAINST | □ ABSTAIN | 1h. J. R. Nichols | □ FOR | □ AGAINST | □ ABSTAIN |
1c. G. W. Edwards | □ FOR | □ AGAINST | □ ABSTAIN | 1i. W. A. Percy, II | □ FOR | □ AGAINST | □ ABSTAIN |
1d. A. M. Herman | □ FOR | □ AGAINST | □ ABSTAIN | 1j. W. J. Tauzin | □ FOR | □ AGAINST | □ ABSTAIN |
1e. D. C. Hintz | □ FOR | □ AGAINST | □ ABSTAIN | 1k. S. V. Wilkinson | □ FOR | □ AGAINST | □ ABSTAIN |
1f. J. W. Leonard | □ FOR | □ AGAINST | □ ABSTAIN |
The Board of Directors recommends a vote "FOR" item 2. | |||
| □ FOR | □ AGAINST | □ ABSTAIN |
Mark here for address change or comments
SEE REVERSE
Will attend Meeting ______ Yes
Signature_____________________ | Signature_____________________ | Dated_________________ |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
|
FOLD AND DETACH HERE
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK
Internet and telephone voting is available through 11:59 PM Eastern Time on Tuesday, May 5, 2009 for shares held
in the Savings Plans and through 11:59 PM Eastern Time on Thursday, May 7, 2009 for all other shares.
Internet |
OR | Telephone |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy care and
return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies
to vote your shares in the same manner as if you marked,
signed and returned your proxy card.
You may view the Annual Report and Proxy Statement on the Internet at http://www.entergy.com/investor_relations/2008_publications.aspx