8-KLeadership Changes

ENTERGY CORP /DE/ 8-K Report, Executive Changes (May 12, 2026)

Filed May 12, 2026For Securities:ETR

Summary

Entergy Corporation (ETR) filed an 8-K on May 12, 2026, announcing significant amendments to its System Executive Retirement Plan (SERP) and Pension Equalization Plan (PEP), primarily affecting key executives including CEO Andrew S. Marsh. The core of these changes involves freezing the benefits under these plans for participants, including Messrs. Marsh, Fisackerly, and May, for any separation from service after November 30, 2026. This means their retirement benefits will be calculated based on their compensation, service, and actuarial assumptions as of that freeze date, regardless of when they actually leave the company thereafter. Furthermore, a notable amendment specifically for CEO Andrew S. Marsh allows him to retire and receive early retirement benefits under the SERP without employer consent once he reaches the age of 60, a reduction from the previous age of 65. This change is effective immediately. These amendments are strategic decisions by the Talent & Compensation Committee, aiming to provide clarity and certainty regarding executive retirement benefits while potentially aligning with broader company financial planning or executive transition strategies.

Key Highlights

  • 1Entergy Corporation is amending its System Executive Retirement Plan (SERP) and Pension Equalization Plan (PEP).
  • 2Benefits under the SERP and PEP will be frozen for participants separating from service after November 30, 2026.
  • 3The freeze date means benefits will be calculated using compensation, service, and actuarial assumptions as of November 30, 2026.
  • 4CEO Andrew S. Marsh, President Haley R. Fisackerly, and President Phillip R. May, Jr. are key participants affected by the SERP freeze.
  • 5CEO Andrew S. Marsh's early retirement eligibility under the SERP is now triggered at age 60, down from age 65, without requiring employer consent.
  • 6These changes were approved by the Talent & Compensation Committee of the Board of Directors on May 7, 2026.
  • 7The amendments provide certainty on future executive retirement benefit calculations.

Frequently Asked Questions

The primary impact is that the retirement benefits for key executives participating in the SERP and PEP will be capped or 'frozen' based on their compensation, service, and actuarial assumptions as of November 30, 2026, for any separation from the company that occurs after that date. This means any increases in compensation or service beyond November 30, 2026, will not impact their calculated retirement benefit under these specific plans.

While all participating executives have their benefits frozen after November 30, 2026, CEO Andrew S. Marsh benefits from a specific amendment that lowers the age at which he can retire and receive early retirement benefits under the SERP. He can now do so at age 60, rather than age 65, without needing prior written consent from his employer, provided he meets all other SERP provisions.

While the filing doesn't explicitly state the rationale, freezing benefits can be a strategic move to manage future liabilities, provide cost certainty, and align executive compensation with current market practices or corporate financial planning objectives. For Mr. Marsh, reducing the early retirement age might be intended to offer greater flexibility or as part of his overall compensation package.

This filing specifically pertains to the 'System Executive Retirement Plan' (SERP) and the 'Pension Equalization Plan' (PEP), which are typically non-qualified plans for a select group of highly compensated employees or executives. These changes are unlikely to directly impact the retirement savings of the general employee population, which are usually covered by different qualified plans (like 401(k)s) or pension plans not mentioned here.