CenterPoint Energy : 2025 CenterPoint Energy Proxy Statement (CenterPoint Energy Inc 2025 Proxy Statement)

Published: 2025-03-12 09:33:05 ET CNP

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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. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CenterPoint Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TABLE OF CONTENTS

Energy for

what matters most

Welcome to the CenterPoint Energy

Annual Shareholder Meeting

March 5, 2025

Dear Fellow Shareholders:

On behalf of the Board of Directors (Board), we are pleased to invite you to attend our annual shareholder meeting (Annual Meeting) to be held on April 16, 2025, at 8:30 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.

At CenterPoint Energy, Inc. (CenterPoint Energy or the Company), we understand there is no greater privilege than serving the millions of people who receive electric and natural gas service from us in the thousands of cities, towns, and communities across our service territories in Texas, Indiana, Louisiana, Minnesota, Mississippi, and Ohio. Over the last several years, we've worked diligently to build a more resilient electric transmission backbone and modernize our natural gas networks across our service territories. This has been mainly accomplished by executing on our 10-year capital plan through 2030 that is focused on investments made in safety, resiliency, reliability, and growth enablement. Going forward, we will accelerate these investments and their associated plans as we continue to work to address the evolving needs of our customers and communities that we serve. It is an exciting time to be a part of CenterPoint Energy as we set our sights on the future and the opportunities that await our company, our states, and our customers. We have a compelling resiliency and growth story, driven by a committed and accountable workforce, who share an unrelenting dedication to the pursuit and achievement of positive outcomes for all our stakeholders.

Reflections on 2024:

Strategic Plan Execution

In 2024 (the fourth year under CenterPoint Energy's ten-year capital plan), CenterPoint Energy continued to focus on resiliency investments across our service territory for the benefit of customers and other stakeholders and accelerated such investments in the second half of the year as part of the Company's Greater Houston Resiliency Initiative (GHRI). The GHRI, announced in August of 2024, includes targeted actions designed to enhance the resiliency and reliability of the Company's grid in the Greater Houston area, as well as improve our communications with the objective of surpassing the expectations of our customers and improving their experiences. As further described in the Compensation Discussion & Analysis of the Proxy Statement, even with these investments, the Company met its non-GAAP Adjusted EPS growth rate target for 2024. Additionally, in 2024, we made beneficial regulatory progress on five rate cases in four of the states we serve. Of those five rate cases, we have final orders for two, and we are awaiting final approval in two others. Those four rate cases together represent 80% of our enterprise rate base. As we move forward, both our management team and Board remain focused on successfully executing the Company's long-term strategic plan.

Board Changes

A Board composed of directors who have a comprehensive and complementary mix of skills, experiences, and qualifications is critical to our Board's ability to oversee the Company's strategy and is vital to the Board's oversight of the Company's risk management. As part of the Board's ongoing refreshment process, the Board is excited to nominate our newest director, Dean L. Seavers, as well as new director candidates Ms. Laurie L. Fitch and Mr. Manuel B. Miranda, to the Board.

CenterPoint Energy, Inc. 2025 Proxy Statement

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Mr. Seavers has extensive leadership experience in the utility, safety, and security industries and a proven track record of driving growth and operational improvements. The Board benefits from Mr. Seavers's contributions as the Company remains focused on delivering value for our customers, shareholders, and other stakeholders while executing on our long-term growth strategy.

Ms. Fitch has significant financial expertise as an institutional equity investor and investment banker focused on, among others, the utility sector. If she is elected, CenterPoint Energy will benefit from Ms. Fitch's experience as we continue to make and finance significant capital investments focused on additional system resiliency, reliability, and grid modernization pursuant to our robust ten- year capital plan. Mr. Miranda has over 40 years of experience in the utility industry overseeing efforts to significantly strengthen system resiliency, reliability, and safety, including playing an important role in changing the industry's approach to hurricane resiliency, introducing the concept of grid hardening, and leading restoration efforts for nearly 50 tropical storms and hurricanes. If elected, Mr. Miranda will provide valuable perspectives to CenterPoint Energy as we continue our GHRI and execute our recently filed, multi-year Systemwide Resiliency Plan (SRP), which proposes a historic resiliency investment for the benefit of our customers and other stakeholders and a major step on our commitment to building the most resilient coastal grid in the country.

Furthermore, in April 2024, the Safety and Operations Committee, a new standing committee of the Board, was formed. This committee provides oversight of the Company's safety performance, risks, and processes, as well as the Company's utility operations, including related risks, strategies, performance, and emergency preparedness and response practices. The Safety and Operations Committee plays an important oversight role as the Company continues to focus on safety and reliability while executing our ten-year capital plan.

Finally, we also would like to take this opportunity to thank Earl Cummings and Ricky Raven for their commitment to serving CenterPoint Energy and for their valuable contributions to the Board. For further information on our nominees to the Board, please see Item 1. Election of Directors in the Proxy Statement.

Executive Succession Planning

One of the key responsibilities of the Board is overseeing executive succession planning so that we have a qualified management team to execute the Company's strategy and to support a smooth work transition when organizational changes occur. In 2024, the Board continued to oversee and advise on executive succession planning and strategy.

Effective upon the retirement of Dave Lesar on January 5, 2024, the Board appointed Jason Wells as President and Chief Executive Officer. Under Jason's leadership, and with the full support of the Board, CenterPoint Energy remains focused on continuing to execute its long-term strategic plan. Additionally, in 2024, the Company announced newly created Senior Vice President roles and appointments, including Chief Communications Officer, Chief Information Security Officer, and Senior Vice President of Emergency Preparedness and Response. The creation of these roles and appointment of highly experienced leaders to fill them will help the Company continue to enhance communications and emergency preparedness and response strategies and practices, while also enabling the Company to continue to advance its long-term strategic objectives, including the provision of resilient, reliable, and affordable energy for the benefit of our customers and other stakeholders. Further, in December 2024, the Company announced the retirement of Lynne Harkel-Rumford, who served as our Executive Vice President Chief Human Resources Officer from 2022 to 2024 and continued to serve as a senior advisor to Mr. Wells until her retirement from the Company on February 3, 2025, and the appointment of a new Senior Vice President and Chief Human Resources Officer, effective January 1, 2025. We would like to take this opportunity to thank Ms. Harkel-Rumford for her over 25 years of service and valuable contributions to CenterPoint Energy.

As a result of the Board's continued execution of its executive succession planning, the Company implemented a more streamlined organizational structure that promoted smooth transitions of various company leadership positions while allowing the Company and its leadership team to continue to execute on the Company's long-term strategic plan.

Finally, your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the internet; by telephone; or by completing, signing, dating, and returning a proxy card or voting instruction form.

Thank you for your investment and continued support of CenterPoint Energy.

Sincerely,

Phillip R. Smith

Jason P. Wells

Independent Chair of the Board

President, Chief Executive Officer and Director

CenterPoint Energy, Inc. 2025 Proxy Statement

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Table of Contents

Proxy Statement Summary

Item 1: Election of Directors

Nominees for Directors Director Nomination Process

Annual Board Assessment and Director Evaluation Director Independence

Insider Trading Policy

Code of Ethics and Ethics and Compliance Code Conflicts of Interest and Related-Party Transactions

Majority Voting in Director Elections Board Leadership

The Board's Role in Risk Oversight

Executive Succession Planning and Leadership Development

Director Attendance

Board Organization and Committees Shareholder Engagement Communications with Directors Website Availability of Documents Compensation of Directors Director Compensation Table

Stock Ownership

Compensation Discussion and Analysis

Executive Summary

Executive Compensation Program Overview

Design of Executive Compensation Program

2024 Executive Compensation Program

Actions Taken Regarding 2025 Executive

Compensation Program

Our Executive Compensation Decision-Making

Process

Other Compensation Programs and Practices

Executive Compensation Tables

Summary Compensation Table for Fiscal Year 2024

Grants of Plan-Based Awards for Fiscal Year 2024 Non-Equity Incentive Plan Awards

Equity Incentive Plan Awards - Additional Information

Outstanding Equity Awards at Fiscal Year-End 2024

1 Option Exercises and Stock Vested for Fiscal

Year 2024

Pension Benefits

Savings Plan and Savings Restoration Plans

Deferred Compensation Plans

Nonqualified Deferred Compensation Table

Potential Payments upon Change in Control or

Termination

Retirements and Severance Arrangements

Pay Versus Performance

Chief Executive Officer Pay Ratio

Equity Compensation Plan Information

Report of the Human Capital and Compensation

Committee

Report of the Audit Committee

Principal Accounting Firm Fees

Audit Committee Policies and Procedures for

Preapproval of Audit and Non-Audit Services

Item 2: Ratification of Appointment of The

Independent Registered Public Accounting

Firm

Item 3: Advisory Vote on Executive

Compensation

Item 4: Approval of Amendment to the

CenterPoint Energy, Inc. Stock Plan for Outside

Directors

General Information

Frequently Asked Questions About Voting

Other Matters

Shareholder Proposals for the 2026 Annual

Meeting

Director Nominations for the 2026 Annual Meeting

Householding of Annual Meeting Materials

Annual Report to Shareholders

Cautionary Note Regarding Forward-Looking

Information and Net Zero Disclaimer

Appendix A

Reconciliation of non-GAAP Financial Measures to

GAAP

A-1

Appendix B

B-1

Appendix C

C-1

Appendix D

D-1

CenterPoint Energy, Inc. 2025 Proxy Statement

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Notice of Annual Meeting

of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2025 annual meeting of shareholders of CenterPoint Energy, Inc. This is your notice for the meeting.

TIME AND DATE

8:30 a.m. Central Time on April 16, 2025

PLACE

The CenterPoint Energy auditorium at 1111 Louisiana, Houston, Texas

RECORD DATE

February 18, 2025

Items of Business

RECORD DATE

Holders of record of CenterPoint Energy common stock at the close of business on February 18, 2025 are entitled to vote.

PROXY VOTING

Each share of CenterPoint Energy common stock entitles the holder to one vote on each matter to be voted on at the meeting. You may vote either by attending the meeting or by proxy. For specific voting information, please see "Frequently Asked Questions About Voting" beginning on page 89of the Proxy Statement that follows. Even if you plan to attend the meeting, please sign,

date, and return the enclosed proxy card or submit your proxy using the Internet or telephone procedures described on the proxy card.

Sincerely,

Vincent A. Mercaldi

Dated and first mailed to shareholders on

Corporate Secretary

or about March 5, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to be Held April 16, 2025

The proxy statement and annual report to shareholders are available at: https://materials.proxyvote.com/15189t

CenterPoint Energy, Inc. 2025 Proxy Statement

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Proxy Statement Summary

This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.

Annual Meeting Agenda and Voting Recommendations

At the 2025 annual meeting of shareholders (Annual Meeting), you will be asked to vote on the following four proposals. The table below includes each proposal as well as our recommendation.

Proposal

More Information

Board Recommendation

Item 1: Election of directors

Page 6

FOR each Nominee

Item 2: Ratification of appointment of the independent registered public

Page 83

FOR

accounting firm

Item 3: Advisory vote on executive compensation

Page 84

FOR

Item 4: Approval of the amendment to the CenterPoint Energy, Inc. Stock Plan for

Page 87

FOR

Outside Directors

About CenterPoint Energy

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (the Company or CenterPoint Energy) is an energy delivery company with electric transmission and distribution, power generation, and natural gas distribution operations that, as of December 31, 2024, served more than 7 million metered customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio, and Texas. On February 19, 2024, the Company entered into an asset purchase agreement pursuant to which the Company agreed to sell its Louisiana and Mississippi regulated natural gas local distribution company (LDC) businesses, subject to certain closing conditions. The transaction is expected to close in the first quarter of 2025. As of December 31, 2024, the Company owned approximately $44 billion in assets. With approximately 9,000 employees as of December 31, 2024, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

CenterPoint Energy, Inc. 2025 Proxy Statement

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Our Director Nominees

The Board of Directors of CenterPoint Energy (the Board), considering the recommendation of the Governance, Environmental and Sustainability Committee (Governance Committee), has nominated eleven directors for election to the Board.

Name and Primary Occupation

Age

Director

Independent

Committee

Since

Membership

Wendy Montoya Cloonan

Human Capital and

2021

Compensation;

Managing Partner at Cantu Harden Montoya LLP

Governance

(Chair)

Barbara J. Duganier

Audit (Chair);

Former Managing Director and Global Chief Strategy Officer of the

Apr. 2024

Governance

Outsourcing Business at Accenture plc

Laurie L. Fitch

First Time

Senior Advisor at PJT Partners

Nominee

Christopher H. Franklin

Audit; Governance;

2022

Safety and

Chairman, Chief Executive Officer of Essential Utilities

Operations (Chair)

Raquelle W. Lewis

Audit; Human

Southeast Texas Director of Communications & Public Information Officer for

2021

Capital and

the Texas Department of Transportation

Compensation

Thaddeus J. Malik

Human Capital and

2023

Compensation;

Principal at S2T Solutions and Attorney

Governance; Safety

and Operations

Manuel B. Miranda

First Time

Former Executive Vice President of Power Delivery of Florida Power & Light

Nominee

Company

Theodore F. Pound

Human Capital and

2015

Compensation

Private Investor and Attorney

(Chair);

Governance

Dean L. Seavers

Governance;

Dec. 2024

Safety &

Senior Advisor at Stifel Financial Corp.

Operations

Phillip R. Smith

Independent Chair of the Board of CenterPoint Energy and Chief Financial

2014

Officer of Marathon-Sparta Holdings, Inc.

Jason P. Wells

Jan. 2024

President and Chief Executive Officer of CenterPoint Energy

2 CenterPoint Energy, Inc. 2025 Proxy Statement

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Board Qualifications and Skills

Current / Former CEO of a Public

Community Involvement

Government, Legal, and

Company or Large Organization

Human Capital Management

Regulatory

Public Company Governance

Technology and Customer

Strategic Planning

Experience

Utility Industry Experience

Cybersecurity and Physical

Energy Transition

Finance and Accounting

Security

Operations and Safety

Risk Management

Experience

For additional information regarding our director nominees, including their skills and experience, see "Item 1. Election of Directors."

Governance Highlights

Strong governance practices protect the long-term interests of our customers, communities, and shareholders. The Company remains focused on implementing and maintaining good governance practices, including those reflected below.

For additional information regarding our corporate governance practices, see "Item 1. Election of Directors."

CenterPoint Energy, Inc. 2025 Proxy Statement

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Executive Compensation Highlights

The following are some highlights of our executive compensation program. Our executive compensation program is designed to recruit and retain talent, align payment with performance, and align our executive officers' interests with those of our shareholders. For more information on our compensation program, see "Compensation Discussion and Analysis" below.

Key Features of

Our Executive

Compensation

Program

Strong Pay for Performance

No Employment Agreements

"Double Trigger" Provisions for Change in Control Plan and Equity Awards

Executive Severance Guidelines No Excise Tax Gross Up Payments Stock Ownership Guidelines Benchmark Pay to Market

Recovery and Recoupment (Clawback) Policies Anti-Hedging and Anti-Pledging Policy

100% Independent Human Capital and Compensation Committee

Independent Compensation Consultant

4 CenterPoint Energy, Inc. 2025 Proxy Statement

Disclaimer

CenterPoint Energy Inc. published this content on March 12, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 12, 2025 at 13:32:10.807.