ENTERGY CORPORATIONCORPORATE GOVERNANCE COMMITTEE CHARTERPurpose
The purpose of the Committee is to a) oversee a broad range of issues surrounding the composition andoperation of the Board of Directors, including identifying individuals qualified to become Board members,
recommending to the Board director nominees to be elected at the annual meeting of shareholders anddeveloping and recommending to the Board a set of corporate governance principles applicable to the Company,b) oversee the evaluation of the Board and management, and c) advise management regarding governmental,
regulatory and public relations matters. The Committee reports to the Board on an annual or as-needed basis.
CompositionSize. The size of the Committee shall be determined by the Board, but it must always have at least threemembers.
Qualifications. Each Committee member must satisfy the applicable independence requirements set
forth in the rules of the New York Stock Exchange.
Appointment and Removal. The Board selects Committee members, including the Committee’s Chair,based on recommendations of the Corporate Governance Committee. Each Committee member will serve atthe pleasure of the Board for such term as the Board may decide or until such Committee member is no longer
a Board member.
Duties and Responsibilities
The duties and responsibilities of the Committee shall include the following:1.

To review annually with the Board the size and composition of the Board as a whole and torecommend, if necessary, measures to be taken so that the Board reflects the appropriatebalance of knowledge, experience, skills, independence, characteristics, expertise and diversity
appropriate for the Board.

2.

To review, determine and report at least annually that the Board and each of its committees meetthe requirements for independence, expertise or otherwise imposed by the SEC, the NYSE or
any other body with authority over the Board and its composition.

3.

To identify, review and recommend to the Board the nominees to be proposed for election asDirectors.

4.

To consider the qualification of members of the Board to serve on Board committees and torecommend annually to the Board proposed committee membership and committee chairs.

5.

To make recommendations on the frequency, content and structure of Board meetings and Board
committee meetings.

6.

To review periodically and recommend to the Board a Code of Conduct applicable to theCompany’s directors.

7.

To make recommendations concerning any other aspect of the procedures of the Board andBoard committees or matters pertaining to the Board or Board committees that the Committee
considers warranted, including but not limited to procedures with respect to the unusual
circumstance of any waiver by the Board concerning the Code of Business Conduct and Ethics
applicable to the Company’s directors or to the waiver of any other Company corporate
governance rule, guideline, procedure or principle.

CORPORATE GOVERNANCE COMMITTEE CHARTER
PAGE 2 OF 3

8.

To review periodically the Corporate Governance Guidelines adopted by the Board to assure thatthey are appropriate for the Company and comply with the requirements of the NYSE, and torecommend any desirable changes to the Board.

9.

To review current developments in the corporate governance area and to make recommendations
as appropriate.

10.

To make recommendations to the Board concerning the Board’s duty to conduct an annual selfevaluation and assist the Board in its self-evaluation.

11.

To periodically review and recommend to the Board compensation to be paid to non-employee
Directors.

12.

To specify the desired components of director orientation and to oversee and make periodic
recommendations concerning director continuing education programs.

13.

To review annually with the Board whether the roles of Chair of the Board and CEO should beseparate or combined.

14.

To recommend to the Board of Directors a Lead Director when the roles of Chair of the Board andCEO are combined.

15.

To review any substantial charitable contributions by the Company or its affiliates to any
organization with which a director is affiliated.

16.

To meet with any director who does not attend at least 75% of the aggregate number of meetingsof the Board or committees on which the director serves and, if the situation cannot be resolved,
to take any action that the Committee deems appropriate, including a recommendation to the fullboard not to re-nominate that director for election.

17.

To review and to counsel management concerning governmental, regulatory, and public relations
matters.

18.

To review and to counsel management concerning public policy issues and concerning equal
opportunity in all corporate relationships.

19.

To review shareholder proposals submitted to the Company that relate to corporate governance,
including a director nomination by a shareholder, and make recommendations to the Board
regarding the response to such proposals to be taken by the Board in the Company’s annual
proxy statement.

20.

To ensure alignment with company policy and overall values, review the Company’s policy
advocacy efforts, including annually reviewing and approving the Company’s disclosure ofpolitical contributions and annually reviewing the Public Policy and Advocacy Policy and theCompany’s participation in trade associations that engage in significant lobbying activity.

21.

To review and make recommendations to the Board, as needed, with respect to the Company’ssustainability strategies, policies, and practices, including without limitation those relating toclimate change and corporate social responsibility.

22.

To perform an annual performance evaluation of the Committee.

CORPORATE GOVERNANCE COMMITTEE CHARTER
PAGE 3 OF 3Meetings
The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter.
The Committee Chair will, in consultation with the other members of the Committee and appropriate officers ofthe Company, establish the agenda for each Committee meeting. Any Committee member may suggest items
to be included on the agenda. Committee members may also raise subjects that are not on the agenda at anymeeting. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at
any time. A majority of the number of Committee members selected by the Board will constitute a quorum for
conducting business at a meeting of the Committee. The act of a majority of Committee members present at aCommittee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number
is required by law or by the Company’s certificate of incorporation or its bylaws. The Committee Chair willsupervise the conduct of the meetings and will have other responsibilities as the Committee may specify fromtime to time.
The Committee may request any officer or other employee of the Company, or any representative of theCompany’s legal counsel or other advisors, to attend a meeting or to meet with any members or representativesof the Committee. Any Committee member may be excused from a meeting to permit the remaining membersof the Committee to act on any matter in which such member’s participation is not appropriate, and suchmember’s absence shall not destroy the quorum for the meeting.
Delegation
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a
subcommittee.
Resources and Authority
The Committee shall have sole authority to retain and terminate any search firm to be used to identify
director candidates, including sole authority to approve the search firm’s fees and other retention terms, exceptthat if the Board authorizes the Talent and Compensation Committee to conduct a search for a nominee for nonexecutive Chair of the Board, that Committee shall have authority to retain and terminate any search firm. TheCommittee may also retain independent counsel and other independent advisors to assist it in carrying out its
responsibilities. The Committee shall have appropriate resources and sole authority to discharge its
responsibilities, including, without limitation, appropriate funding, in such amounts as the Committee deems
necessary, to compensate any search firm, consultant, independent counsel or any other advisor retained bythe Committee. The Committee may direct management to assist the Committee in any of its duties.
Annual Review
At least annually, the Committee will (a) review this Charter with the Board and recommend any changes
to the Board and (b) evaluate its own performance against the requirements of this Charter and report the resultsof this evaluation to the Board. The evaluation will include establishment of the goals and objectives of theCommittee for the upcoming year. The Committee will conduct its review and evaluation in such manner as itdeems appropriate.
Consistent with New York Stock Exchange listing requirements, this Charter will be included on theCompany’s website and will be made available in print upon a request sent to the Company’s Secretary. TheCompany’s Proxy Statement will state that this Charter is available on the Company’s website and that it will beavailable in print upon a request sent to the Company’s Secretary.
May 3, 2024