Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 12, 2022, as part of a planned leadership succession process, Leo P. Denault advised Entergy Corporation (the "Company") that he intends to resign from his position as the Company’s Chief Executive Officer effective as of November 1, 2022 (the “Effective Date”). Mr. Denault will serve as Executive Chair for a transition period from the Effective Date to a date to be determined by the Board of Directors of the Company (the “Board”) between January 31, 2023 and the date of the 2023 Annual Meeting of Shareholders. As Executive Chair, Mr. Denault will serve as an advisor to management and the Board to assist with the transition to a new Chief Executive Officer and will continue to serve as Chairman of the Board.
Mr. Denault will be succeeded as Chief Executive Officer by Andrew S. Marsh. Mr. Marsh, age 50, currently serves as the Company’s Executive Vice President and Chief Financial Officer; a position he has held since February 2013. Upon the recommendation of the Corporate Governance Committee, the Board also elected Mr. Marsh to serve as a director of the Company and on the Board’s Executive Committee, in each case effective as of the Effective Date. In connection with the election of Mr. Marsh, the size of the Company’s Board will be increased from eleven to twelve members.
Mr. Marsh will be succeeded as Executive Vice President and Chief Financial Officer by Kimberly A. Fontan. Ms. Fontan, 49, currently serves as the Company’s Senior Vice President and Chief Accounting Officer, a position she has held since 2019. Prior to serving in this role, Ms. Fontan served as Vice President, System Planning of Entergy Services, LLC (“ESL”). Ms. Fontan will be succeeded as Senior Vice President and Chief Accounting Officer by Reginald T. Jackson. Mr. Jackson, 56, currently serves as ESL’s Vice President, Internal Audit and General Auditor, a position he has held since 2020; prior to serving in this role, Mr. Jackson served as ESL’s Director, Real Estate and Security.
All of the foregoing officer elections were made and other actions taken by the Board on August 12, 2022, and will be effective as of the Effective Date. As of the date of this report, the compensation for Mr. Denault, Mr. Marsh, Ms. Fontan, and Mr. Jackson in their new roles has not yet been determined. There are no arrangements or understandings between any of these individuals and any other person pursuant to which they will be appointed to serve in their new roles, none has a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between these individuals and any director or executive officer of the Company.
Mr. Marsh currently serves as Executive Vice President and Chief Financial Officer of Entergy Arkansas, LLC (“EAL”), Entergy Louisiana, LLC (“ELL”), Entergy Mississippi, LLC (“EML”), Entergy New Orleans, LLC (“ENOL”) and Entergy Texas, Inc. (“ETI”). It is anticipated that as of the Effective Date, Mr. Marsh will resign his position as Executive Vice President and Chief Financial Officer of each of EAL, ELL, EML, ENOL and ETI, and that Ms. Fontan, the current Senior Vice President and Chief Accounting Officer of each such registrant, will succeed Mr. Marsh as Executive Vice President and Chief Financial Officer. It is also anticipated that as of the Effective Date, Ms. Fontan will resign her position as Senior Vice President and Chief Accounting Officer of each such registrant and Mr. Jackson will succeed Ms. Fontan as Senior Vice President and Chief Accounting Officer.
As employees of Entergy Corporation or its subsidiaries, Ms. Fontan and Mr. Jackson will not receive any additional compensation for their roles as officers of EAL, ELL, EML, ENOL and ETI. There are no arrangements or understandings between Ms. Fontan or Mr. Jackson and any other person pursuant to which
they will be appointed to serve in such new roles, neither has a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between these individuals and any director or executive officer of such registrants.
In addition, on August 12, 2022, Peter S. Norgeot, Jr. was elected as a director of EAL, ELL, EML, ENOL and ETI, effective as of August 14, 2022, to fill the vacancy created on each board of directors by the resignation of Paul D. Hinnenkamp. There are no arrangements or understandings between Mr. Norgeot and any other person pursuant to which he will be appointed to serve as a director for each of the registrants, nor does Mr. Norgeot have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between him and any director or executive officer of each such registrant.
