ENTERGY CORPORATIONCORPORATE GOVERNANCE GUIDELINES
1. Responsibility of the Board
The primary responsibility of the Board of Directors of Entergy Corporation is to provide strong,effective leadership and oversight that advances the mission of the Company to operate a world-classenergy business that creates sustainable value for our customers, communities, employees andowners. The Board believes this responsibility is best served by establishing a corporate culture ofaccountability, responsibility and ethical behavior through the careful selection, development andevaluation of senior management and members of the Board and by carrying out the Board’s
responsibilities with honesty and integrity.
In discharging their obligations, directors should be entitled to rely on the honesty and integrityof the Company’s senior executives and its outside advisors and auditors. Board members are expected
to rigorously prepare for, attend, and participate in all Board meetings and meetings of Board
committees on which they serve and to devote the time necessary to appropriately discharge their
responsibilities. Each Board member is expected to ensure that other commitments do not materiallyinterfere with the member’s service as a director. These guidelines provide further guidance withrespect to the Board’s structure and operations and director responsibilities.
2. Board Leadership Structure
The Entergy Board appoints both the Chair of the Board and the Chief Executive Officer. Whenthe roles of Chair of the Board and the CEO are combined, the Board of Directors will also appoint fromamong its independent members a Lead Director. The Lead Director will be recommended by the
Corporate Governance Committee and appointed by a majority of the independent members of theBoard of Directors. The Lead Director, subject to his or her annual election to the Board of Directors,
will serve for a term of 3 years.
The Lead Director will have the following responsibilities:(a) Preside at executive sessions of independent directors as well as all meetings of the Board at
which the Chair of the Board and CEO is not present;(b) Serve as liaison with Chair of the Board and CEO when requested by the independent directors;(c) Review and advise on Board meeting agendas (and consult with the Chair of the Board andCEO on the preparation of agendas as set forth in Section 7);(d) May call meetings of the independent directors;(e) Provide feedback from the Board to the Chair of the Board and the CEO following each executive
session of independent directors, and in conjunction with the Chair of the Talent andCompensation Committee, provide the Chair of the Board and CEO with an annual performance
review; and(f) Such additional responsibilities as the Board of Directors may assign, and the Lead Director
may accept, from time to time.

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3. Committees and Committee Meetingsa. Standing Committees; Independent Advisors
A committee structure of six standing committees is appropriate: Executive, Audit, Nuclear,
Talent and Compensation, Corporate Governance and Finance. The Board may create or disband
committees to accommodate changing circumstances. Members of the Audit Committee, the Talent
and Compensation Committee and the Corporate Governance Committee will be independent undercriteria established by the New York Stock Exchange. The Board and each committee may, as it deems
necessary and appropriate, retain independent counsel and other independent advisors.
b. Assignment and Rotation of Committee Members
The Corporate Governance Committee, in consultation with the Chair of the Board and the Lead
Director, annually shall recommend to the Board proposed committee memberships and committee
chairs. The Corporate Governance Committee will review these recommendations and report thematter to the full Board for action. In general, rotation of memberships and chairships is deemed
desirable. Unless specified in a committee’s charter, there is no mandated periodic rotation of committee
members, as the Board should have the flexibility to change committee memberships as needed toensure appropriate breadth of background and experience for each committee.
c. Frequency and Length of Committee Meetings
The Committee Chair, in consultation with Committee members, will determine the frequency
and length of the meetings of a Committee.
d. Committee Agendas
The Committee Chair, in consultation with the appropriate members of management and staff,
will develop the Committee’s agenda.
4. Conduct of Meetingsa. Selection of Agenda Items for Board Meetings
The Chair of the Board and the CEO, in consultation with the Lead Director, set agenda items
for Board meetings with input from appropriate members of management and staff. In addition, each
Board member is free and encouraged to suggest items for the agenda.
b. Board and Committee Presentations and Materials Distributed in Advance
It is the sense of the Board that information and data that is important to the Board or its
Committees be distributed to the appropriate directors before the Board and Committees meet. The
meeting agendas, summaries and other relevant information should be sent to directors at least one
week in advance of Board and Committee meetings. Directors are expected to have carefully reviewed
this information prior to attending the Board and Committee meetings. This information should include
an assessment by the Chair of the Board or CEO as to issues, policies, strategies, or events to which
the Board should give particular attention at upcoming meetings.

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Page 3 of 9c. Regular Attendance of Non-Directors at Board Meetings
Key members of management, as designated by the CEO, may attend each meeting of theBoard. The Board encourages the CEO to bring managers into Board meetings who: (a) can provide
additional insight into agenda items and/or (b) have future potential that warrants exposure to the Board.
The Board meets in executive session to consider matters of a confidential nature which may not beappropriate to discuss in the presence of non-directors.
d. Executive Sessions of Non-Management and Independent Directors
At each Board meeting, an Executive Session is held with only directors attending. At the requestof the Lead Director, the Chair of the Board or a majority of the Board, the General Counsel or the
Secretary may attend an Executive Session. At least four times each year, an Executive Session is heldwith only the non-management directors in attendance to discuss any matters determined by them asappropriate for such a meeting. If non-management directors include directors that are not independent,
at least one Executive Session must be held annually including only independent directors. If the Chairof the Board is not an independent director, the Lead Director will chair these executive sessions.
Among the matters that may be discussed at such Executive Sessions are succession planning, theCEO’s evaluation of his or her direct reports and any self-assessment by the Board. Board members
are free to meet or communicate with one another any time they wish.
5. Board Composition and Membershipa. Number of Directors
Entergy Corporation’s Articles of Incorporation state that the Board of Directors shall consist of
not less than 9 nor more than 19 members, with the numbers of Directors to be determined by resolutionof the Board of Directors.
b. Non-Employee and Independent Directors
There should be a substantial majority of non-employee directors and a majority of independent
directors. All corporate governance decisions should be approved by a majority of the independent
directors.
c. Board Definition of What Constitutes Independence for Non-employee Directors
The Board supports and complies with the New York Stock Exchange statement of director
independence specified in the NYSE’s Listed Company Manual. Specifically, among other things:(i) No director qualifies as “independent” unless the board of directors affirmatively determinesthat the director has no material relationship with the Company (either directly or as apartner, shareholder or officer of an organization that has a relationship with the Company).
(ii) In addition, a director is not independent if:(A) 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.
(B) The director has received, or has an immediate family member who has received,
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direct compensation from the Company, other than director and committee fees andpension or other forms of deferred compensation for prior service (provided suchcompensation is not contingent in any way on continued service).
(C) The director or an immediate family member is a current partner of a firm that is theinternal or external auditor of the Company; the director is a current employee of sucha firm; the director has an immediate family member who is a current employee of sucha 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 a partner or employee of such a firm and personally worked on audit of theCompany within that time.
(D) 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 the Company's
present executive officers at the same time serves or served on that company's
compensation committee.
(E) The director is a current employee, or an immediate family member is a current
executive officer, of a company that makes payments to, or received payments from,the Company for property or services in an amount which, in any of the last three fiscal
years, exceeds the greater of $1 million, or 2% of such other company's consolidated
gross revenues.
(iii)

No director who is a member of the Audit Committee or the Talent and Compensation
Committee shall (A) accept directly or indirectly any consulting, advisory, or othercompensatory fee from the Company, provided that compensatory fees do not include
the receipt of fixed amounts of compensation under a retirement plan (including deferredcompensation) for prior service with the Company (provided that such compensation is
not contingent in any way on continued service); or (B) be an affiliated person of theCompany.

d. Identification and Selection of New Directors
The Corporate Governance Committee will be responsible for the search, screening andselection process for new director candidates, with input from the Chair of the Board and CEO, the Lead
Director and other sources as appropriate. If the new director candidate is being considered for the
position of Lead Director or non-executive Chairof the Board, the Board may authorize the Talent andCompensation Committee to be responsible for the search, screening and selection process for thesecandidates, with input from the Chair of the Board and CEO, Lead Director, Chair of the Corporate
Governance Committee and other sources as appropriate. The entire Board will then vote on approvalof the nominee. The invitation to join the Board will be jointly extended by the Board, the Chair of theBoard, the Lead Director and the Chair of the Corporate Governance Committee. The nominee shall beelected to the Board in a manner set forth in the Bylaws, the Certificate of Incorporation and relevant
state statutes.
e. Board Succession Planning and Membership Criteria
The Corporate Governance Committee is responsible for Board member succession planning,which will include periodically reviewing with the Board the appropriate skills, background andexperiences required of Board members, taking into account the Company’s business strategy and its
current and anticipated business, strategic and operational challenges and opportunities. The Board
should be comprised at all times of qualified, dedicated, and highly regarded individuals who have skills,

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backgrounds and experiences that are relevant to Entergy’s strategy and operations and understandthe complexities of the Company’s business environment. The Board also should reflect a diversity ofbackgrounds and experiences, including with respect to race, gender, age, geography, and specialized
experience. In assessing Board membership criteria and individual candidates, the Corporate
Governance Committee and the Board should also consider factors such as judgment, integrity,
independence, experience with businesses and other organizations of comparable size, the extent towhich the candidate’s experience would complement the experience of other Board members, and theextent to which the candidate would otherwise be a desirable addition to the Board and any committeesof the Board. Additionally, the Board recognizes that Section 8 of the Clayton Act (15 USC § 19)
prohibits, in certain circumstances, an individual from serving on the boards of directors of competing
corporations.
f.

Term Limits; Strategic Refreshment

The Board has not established term limits. While acknowledging that term limits may bring new
ideas and views to the Board, the Board believes that term limits may cause the Company to lose theinsight and knowledge of the organization and its operations that are developed over a period of time
and thereby allow a director to make increasing contributions to the Board. However, in conjunction with
its annual recommendation of Board nominees, the Corporate Governance Committee will consider
whether each director continues to have the skills, background and experiences to enable the director
to contribute effectively to the Board of Directors, taking into account the Company’s business strategy
and its current and anticipated business, strategic and operational challenges and opportunities.
g. Retirement Age
A person may not be nominated for election or re-election to the Board of Directors if he or she
has reached the age of 74 on or before January 1 of the year in which such person would be electedor re-elected, as the case may be, unless specifically recommended to serve beyond the age of 74 by
the Corporate Governance Committee and approved by the Board of Directors.
h. Former CEO’s Board Membership
When the CEO resigns, he/she should also offer his/her resignation as director at the same time.
The Board, with due consideration of input from the new CEO, may allow the former CEO to continue
to serve as a director.
i.

Directors Who Change Their Present Job Responsibility

Non-employee directors should offer their resignations when they change employment or the
major responsibilities they held when they joined the Board. This does not necessarily mean that suchdirectors should leave the Board. There should, however, be an opportunity for the Board, through therecommendation of the Corporate Governance Committee, to review the appropriateness of theircontinued service or nomination for re-election to the Board under these circumstances.
6. Majority Voting for Directors
In an uncontested election of directors, any nominee who receives a greater number of votes"withheld" from his or her election than votes "for" his or her election will, within five days following thecertification of the shareholder vote, tender his or her written resignation to the Chair of the Board andthe Lead Director for consideration by the Corporate Governance Committee (the "Committee"). As
used in this Section, an "uncontested election of directors" is an election in which the only nominees
are persons nominated by the Board of Directors.

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The Committee will consider such tendered resignation and, within 45 days following the dateof the shareholders' meeting at which the election occurred, will make a recommendation to the Board
concerning the acceptance or rejection of such resignation. In determining its recommendation to theBoard, the Committee will consider all factors deemed relevant by the members of the Committee
including, without limitation, the stated reason or reasons why shareholders who cast "withhold" votes
for the director did so, the qualifications of the Director (including, among other things, whether the
director serves on the Audit Committee of the Board as an "Audit Committee Financial Expert" andwhether there are one or more other directors qualified, eligible and available to serve on the audit
committee in such capacity), and whether the director's resignation from the Board would be in the bestinterests of the Company and its shareholders.
The Committee also will consider a range of possible alternatives concerning the director's
tendered resignation as the members of the Committee deem appropriate, including, without limitation,
acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled witha commitment to seek to address and cure the underlying reasons reasonably believed by theCommittee to have substantially resulted in the "withheld" votes.
The Board will take formal action on the Committee's recommendation no later than 75 days
following the date of the shareholders' meeting at which the election occurred. In considering theCommittee's recommendation, the Board will consider the information, factors and alternatives
considered by the Committee and such additional information, factors and alternatives as the Board
deems relevant.
Following the Board's decision on the Committee's recommendation, the Company, within fourbusiness days after such decision is made, will publicly disclose, in a Form 8-K filed with the Securities
and Exchange Commission, the Board's decision, together with an explanation of the process by which
the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered
resignation.
No director who, in accordance with this Section, is required to tender his or her resignation,
shall participate in the Committee's deliberations or recommendation, or in the Board's deliberations or
determination, with respect to accepting or rejecting his or her resignation as a director. If a majority ofthe members of the Committee received a greater number of votes "withheld" from their election thanvotes "for" their election, then the independent directors then serving on the Board who received agreater number of votes "for" their election than votes "withheld" from their election, and the directors,
if any, who were not standing for election, will appoint an ad hoc Board committee from amongst
themselves (the "Ad Hoc Committee"), consisting of such number of directors as they may determine
to be appropriate, solely for the purpose of considering and making a recommendation to the Board
with respect to the tendered resignation. The Ad Hoc Committee shall serve in place of the Committee
and perform its duties for purposes of this Section. Notwithstanding the foregoing, if fewer than three
directors would be eligible to serve on the Ad Hoc Committee, the entire Board (other than the director
whose resignation is being considered) will make the determination to accept or reject the tendered
resignation without any recommendation from the Committee and without the creation of an Ad Hoc
Committee.
7. Directors’ Responsibilities
a. Directors’ Responsibility of OversightThe directors of the Company, in their role of the oversight of management, have a responsibility
to: 1) approve fundamental operating, financial and other corporate plans, strategies and objectives; 2)evaluate the performance of the Company and its senior management and take appropriate action,

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including removal, when warranted; 3) select, regularly evaluate and fix compensation of senior
executives (Talent and Compensation Committee function); 4) require, approve and implement senior
executive succession plans; 5) adopt policies of corporate conduct, including compliance withapplicable laws and regulations, and maintain accounting, financial and other controls; 6) review theprocess of providing appropriate financial and operational information to decision makers (including
Board members) and 7) evaluate the overall effectiveness of the Board.
b. Directors’ Responsibility of Diligence and Knowledge
The directors of the Company have the responsibility to have an understanding of the: 1)
principal operational and financial objectives, strategies and plans of the Company; 2) results ofoperations and financial condition of the Company and any significant subsidiaries; 3) relative standingof the business segments and subsidiaries within the Company.
The directors of the Company have the responsibility to satisfy themselves that an effective
system is in place for periodic and timely reporting to the Board on the following matters: 1) current
business and financial performance, including the degree of achievement of approved objectives andthe need to address forward planning issues; 2) financial statements, with appropriate segment ordivisional breakdowns; 3) compliance with laws and corporate policies; 4) material litigation andregulatory matters.
Directors are expected to review Board and committee agendas and material sufficiently toenable them to participate in the meetings in an informed manner.
c. Directors’ Responsibility in Disagreement
If, after a thorough discussion, a director disagrees with any significant action to be taken by the
Board, the director may vote against the proposal and request that the dissenting vote be recorded in
the minutes of the meeting.
d. Directors’ Responsibility of Participation
Directors are expected to attend and participate in Board and committee meetings. If, during thecourse of a Board year, a director does not attend 75% of the aggregate number of meetings of theBoard or committees on which the director serves, the Corporate Governance Committee shall meetwith that director in an attempt to resolve the situation. If the situation cannot be resolved to thesatisfaction of the Corporate Governance Committee, the Committee may take any action it deems
appropriate, including a recommendation to the full Board not to renominate that director for election.
e. Directors’ Responsibility of Loyalty
Directors should not use their corporate position to make personal profit or to gain a personaladvantage. When a director, directly or indirectly, has a financial or personal interest in a transaction towhich the Company is to be a party, the director should obtain the approval of the Corporate
Governance Committee to participate in the transaction or should refrain from participating in thetransaction.
f.

Directors’ Responsibility of Confidentiality

A director will deal in confidence with all matters involving the Company until such time that
there has been general public disclosure.

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Page 8 of 9g. Evaluation of the CEO
As set forth in the Charter of the Talent and Compensation Committee, the Talent andCompensation Committee will conduct an annual review of the performance of the CEO and will set the
CEO’s compensation. The results of the review and evaluation are communicated to the CEO by the
Chair of the Board if the Chair of the Board is an independent director. If the CEO is the Chair of theBoard, the results will be communicated by the Lead Director and the chair of the Talent andCompensation Committee.
h. Succession Planning
The Talent and Compensation Committee shall, at least annually, report to the Board on senior
management succession planning. The Company’s succession plan will include appropriate
contingencies in case the CEO retires or is incapacitated. The Talent and Compensation Committee
will evaluate potential successors to the CEO. The CEO should make available to the Talent andCompensation Committee and to the Board recommendations and evaluations of potential successors.
i.

Management Development

The CEO will present to the Board (or the Talent and Compensation Committee) annually areport on the Company’s program for management development. The Board of Directors will thereafter
review and discuss the CEO’s report.
j.

Board Access to Senior Management

Board members have complete access to Entergy’s management. Board members will use good
judgment to assure that these contacts are not disruptive to the business operations of the Company
and, if the content of the contact is significant, it should be brought to the attention of the Chair of theBoard and CEO.
k. Board Interaction with Institutional Investors, the Press, Customers, etc.
The Board believes that senior management is the principal spokesman for the Company.
Individual Board members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Company at the request of the Board or senior managementl.

Service on Other Public Company Boards

Directors shall advise the Chair of the Board, the Lead Director, the Chair of the Corporate
Governance Committee and the General Counsel in advance of accepting an invitation to sit on theboard of another publicly held company. Without the approval of the Corporate Governance Committee,(i) no director who also serves as an executive officer of the Company or any other public company may
serve on more than three public company boards (including the Board of the Company) and (ii) no otherdirector may serve on more than five public company boards (including the Board of the Company).
8. Onboarding, Training and Development
The Corporate Governance Committee will be responsible for the onboarding of new directors,
including specifying the desired components of new director orientation. The new director orientation
process will be designed to provide each new director with information about the Company, itsorganization, its business and operations and its industry that is needed to enable the new director to
be a productive and effective Board member. The orientation will take into account the skills,

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background and experiences the new director brings to the Board, the skills and knowledge required toserve effectively on the committees on which the new director initially will serve, as well as potential
future committee assignments.
The Corporate Governance Committee, in consultation with the Lead Director and the Chair of
the Board, also will oversee a process for the ongoing training and development of directors that takes
into account the director’s skills, background, experiences and interests and the director’s current andanticipated committee assignments. This process should include the development of recommendations
for internal or external training and development opportunities that enhance director performance
generally and prepare the director to serve on committees for which specialized training anddevelopment may be beneficial.
9. Assessing Performance
The Board, with the assistance of the Corporate Governance Committee, will conduct a selfevaluation at least annually to determine whether it and its committees are functioning effectively andidentify any improvements that may be appropriate. The assessment should include evaluation of theBoard’s contribution as a whole, specific areas in which the Board believes a better contribution could
be made, and individual director performance. The purpose of the review is to increase the overall
effectiveness of the Board and its committees.
10. Code of Conduct
The Board shall adopt a code of conduct for directors, officers and employees. Any request foran exception to any board-adopted code of conduct involving a director or an executive officer shall beconsidered by the Corporate Governance Committee and approved by the Board.
11. Board Compensationa. The Corporate Governance Committee will annually review the status of the Company’s
Board compensation, which should be commensurate with director compensation at similar
U.S. public companies of a comparable size. Changes in Board compensation, if any, should
be made by the Board of Directors at the recommendation of the Corporate GovernanceCommittee.
b. The Corporate Governance Committee shall review any substantial charitable contribution
by the Company or its affiliates to any organization with which a director is affiliated.
12. Amendments and Availability
These Corporate Governance Guidelines should be reviewed periodically by the Corporate
Governance Committee and may be amended by a majority vote of the independent members of theBoard of Directors. Consistent with the requirements of the New York Stock Exchange, these guidelines
will be included on the Company’s website and will be made available in print upon a request sent to
the Company’s Secretary.

May 3, 2024