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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. )

​
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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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☐
Soliciting Material under Exchange ActRule 14a-12

Pursuant to §240.14a-12

​
CenterPoint Energy, Inc.

​
(Name of Registrant as Specified In Its Charter)

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

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Energy for
what matters most
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LOGO

      Always There.®

CenterPoint Energy Inc.

Notice of Annual Shareholder Meeting of Shareholders

to be held on April 26, 2018

and Proxy Statement

LOGO

Always There.®

LOGO

Welcome to the CenterPoint Energy

Annual Shareholder Meeting

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March 15, 2018

2024

Dear Fellow Shareholders:

We

On behalf of the Board of Directors, we are pleased to invite you to attend our annual shareholder meeting to be held on April 26, 2018,2024, at 9:00 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas.

As explained Details regarding how to attend the meeting and the business to be conducted are in the enclosed proxy statement, at this year’s meeting you will be askedaccompanying Notice of Annual Meeting and Proxy Statement.

At CenterPoint Energy, Inc. (CenterPoint Energy or the Company), we believe success is achieved when those we serve succeed. Over the last three-plus years, we have acted decisively to vote (i)strengthen CenterPoint Energy’s financial condition and introduced one of the most tangible long-term growth strategies in our industry. Together with our diverse and experienced Board of Directors of CenterPoint Energy (the Board), we are maintaining our utility-focused strategy to further unlock the potential of the Company. We have performed with determination to address our immediate challenges and established a strategy to seize new opportunities and realize new levels of sustainable growth.
Reflections on 2023:
CEO and Executive Succession Management
One of the key responsibilities of the Board is overseeing executive succession management to ensure we have a qualified management team to execute the Company’s strategy and to support a smooth transition when organizational changes occur. In 2023, the Board continued to execute on its executive succession planning, announcing in January 2023 a new streamlined organizational structure for the election of ten directors, (ii) forCompany. Further, in March 2023, the ratification ofBoard announced the appointment of Christopher Foster as Executive Vice President and Chief Financial Officer. In October 2023, the Board announced the retirement of Dave Lesar and the appointment of Jason Wells to President and Chief Executive Officer, both effective January 5, 2024. We know we speak for everyone here at CenterPoint Energy when we say a huge thank you to Dave for his leadership, vision, and mentorship over these past three-plus years. 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.
Strategic Plan Execution
We are pleased to report that 2023 (the third year under CenterPoint Energy’s ten-year strategic plan) was another strong year for CenterPoint Energy. As is further described in the Compensation Discussion & Analysis of the Proxy Statement, the Company exceeded its non-GAAP Adjusted EPS growth rate target for 2023 and ranked in the top two of its peer group for total shareholder return for the three years ended December 31, 2023. Further, in September 2023, the Board approved a $0.01 per share increase in our dividend rate. This increase resulted in an annual dividend of $0.77 per share for 2023, which represents a $0.07 per share increase when compared to dividends paid on shares of our common stock in 2022.
​CenterPoint Energy, Inc.   2024 Proxy Statement​​​​
TABLE OF CONTENTS
Board Transition
Ensuring that our Board comprises directors who have a diversity 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 a part of the Board’s ongoing refreshment process and in continued promotion of its independent auditorsBoard governance structure, in February 2024, Phillip R. Smith was appointed as the new Independent Chair of the Board. Mr. Smith’s tenure on the Board and (iii) for the approval, on an advisory basis,corresponding institutional knowledge of CenterPoint Energy’s executive compensation,Energy will greatly assist the continued execution of our strategic plans while also supporting the ongoing transition of our newer Board members as well as ongoing support for our recent management transitions.
Also, the Board is excited to nominate our newest directors, Thaddeus J. Malik and Ricky A. Raven, to consider any other businessthe Board. Both Messrs. Malik and Raven have extensive experience in public companies, legal, and regulatory affairs. In addition, the Board has nominated Ms. Barbara J. Duganier to join the Board. Ms. Duganier has extensive experience in finance, accounting, and public board governance. Ms. Duganier’s appointment also fulfills the Board’s commitment to appoint an additional gender diverse director.
Finally, we also would like to take this opportunity to thank Martin Nesbitt for his several years of service and 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.
Carbon Emissions Reductions Progress
In 2023, we continued to execute our generation transition plan and our carbon emissions reduction strategy. In April 2023, we announced our latest Integrated Resource Plan preferred portfolio, which includes further investment in renewable generation and a complete exit of operating coal generation by the end of 2027. As part of this goal to exit from coal-fired generation, in October 2023, we retired our A.B. Brown coal-fired units 1 & 2. We believe that may properly come beforeit is important to continue on our carbon emissions reduction journey in a way that promotes reliability and resiliency while also seeking to provide a long-term, sustainable positive environmental impact for our customers, communities, and shareholders.
For more information about our accomplishments and opportunities, please read Jason’s letter in the meeting.

YourAnnual Report.

Finally, your vote is very important to us –us. Whether or not you plan to participate in the future of CenterPoint Energy and exercise your shareholder right by voting your shares right away.

Only shareholders of record at the close of business on March 1, 2018, or their proxy holders,Annual Meeting, we encourage you to vote promptly. You may vote aton the meeting. Attendance at the meeting is limited to shareholdersinternet; by telephone; or their proxy holdersby completing, signing, dating, and CenterPoint Energy guests. Only our shareholders or their valid proxy holders may address the meeting.

Please review thereturning a proxy card for the instructions on how you can vote your shares over the internet, by telephone or by mail. It is important that all CenterPoint Energy shareholders, regardless of the number of shares owned, participate in the affairs of the Company. At CenterPoint Energy’s 2017 Annual Shareholder Meeting, approximately 86 percent of the Company’s outstanding shares were represented in person or by proxy.

voting instruction form.

Thank you for your investment and continued interest insupport of CenterPoint Energy.

Sincerely,

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​
LOGOLOGO

Milton Carroll

Executive Chairman

Phillip R. Smith
Independent Chair of the Board

​​

Scott M. Prochazka

Jason P. Wells
President, and Chief Executive Officer

and Director
​

​

  2018CenterPoint Energy, Inc.   2024 Proxy Statement

​		​​​

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Table of Contents

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Proxy Statement Summary
​​​​1​​

Notice of Annual Meeting of Shareholders

​

PROXY STATEMENT

Frequently Asked Questions About Voting

1

Item 1: Election of Directors (Item 1)

​​4​​6​​

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Nominees for Directors

​​4​​6​​

​

Director Nomination Process
​​​​21​​
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Annual Board Self-Assessment and Director Peer Evaluation

​​9​​23​​

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Director Independence

​​10​​23​​

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Code of Ethics and Ethics and Compliance Code

​​11​​24​​

​

Conflicts of Interest and Related-Party
Transactions

​​11​​24​​

​

Majority Voting in Director Elections

​​12​​24​​

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Board Leadership

​​12​​25​​

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The Board’s Role in Risk Oversight

​​12​​26​​

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Executive Succession Planning and Leadership Development

​​13​​27​​

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Director Attendance

​​13​​27​​

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Board Organization and Committees

​​14​​27​​

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Shareholder Engagement and
​​​​29​​
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Communications with Directors

​​16​​30​​

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Website Availability of Documents

​​16​​30​​

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Compensation of Directors

​​16​​31​​

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Director Compensation Table

​​18​​33​​
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Stock Ownership
​​​​34​​

Stock Ownership

​		19

Compensation Discussion and Analysis

​​21​​36​​

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Executive Summary

​​21​​36​​

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Objective and Executive Compensation Program Overview
​​​​38​​
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Design of Executive Compensation Program

​​29​​39​​

Role of the Compensation Committee

​		29

Role of Executive Officers

31

Elements of Compensation

32

20172023 Executive Compensation Program

​​37​​42​​

​

2018Actions Taken Regarding 2024 Executive Compensation Program

​​37​​48​​

Equity Award Practices

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Our Executive Compensation Decision-Making
Process
​39​​​50​​

Recoupment of Awards

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Other Compensation Programs and Practices
​39​​​52​​

Executive Stock Ownership Guidelines

​		39

Review of Tally Sheets

40

Change in Control Plan

40

Benefits

40

Tax Considerations

41

Executive Compensation Tables

​​42​​56​​

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Summary Compensation Table for Fiscal Year 2017
2023

​​42​​56​​

​

Grants of Plan-Based Awards for Fiscal Year 20172023

​​44​

​59​​
​Always There®

  2018 Proxy Statement  

Table of Contents (continued)

Non-Equity Incentive Plan Awards

​​45​​60​​

​

Equity Incentive Plan Awards – 
Additional Information

​​49​​61​​

​

Outstanding Equity Awards at Fiscal Year End 2017Year-End
2023

​​51​​62​​

​

Option Exercises and Stock Vested for Fiscal
Year 20172023

​​52​​63​​

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Pension Benefits

​​52​​64​​

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Savings Plan and Savings Restoration Plans

​​54​​65​​

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Deferred Compensation Plans

​​54​​66​​

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Nonqualified Deferred Compensation Table

​​56​​67​​

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Potential Payments upon Change in Control or Termination

​​56​​67​​

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Pay Versus Performance
​​​​73​​
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Chief Executive Officer Pay Ratio

​​62​
​76​​
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Equity Compensation Plan Information

​​63​​78​​
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Report of the Compensation Committee

​​64​​79​​
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Report of the Audit Committee

​​65​​80​​
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Principal Accounting Firm Fees

​​66​​81​​

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Audit Committee Policies and Procedures for Preapproval of Audit andNon-Audit Services

​​66​​81​​
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Item 2: Ratification of Appointment of The Independent Auditors (Item 2)Registered Public Accounting
Firm

​​67​​82​​
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Item 3: Advisory Vote on Executive Compensation (Item 3)

​​68​​83​​
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Item 4: Shareholder Proposal Relating to Setting Additional Interim And Long-Term Scope 3 Emissions Goals
​​​​86​​

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General Information

​​70​​89​​

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Frequently Asked Questions About Voting
​​​​89​​
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Other Matters
​​​​91​​
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Shareholder Proposals for 2019the 2025 Annual
Meeting

​​70​​91​​

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Director Nominations for 2019the 2025 Annual Meeting

​​70​​91​​

Section 16(a) Beneficial Ownership Reporting Compliance

​		71

Householding of Annual Meeting Materials

​​71​​91​​

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Annual Report to Shareholders

​​71​​

91​​
CenterPoint Energy​
Cautionary Note Regarding Forward-Looking Information and Net Zero Disclaimer
​​​​91​​
​Appendix A​​​​​​​​
​
Reconciliation of non-GAAP Financial Measures to GAAP
​​​​A-1​​

​
​CenterPoint Energy, Inc.   2024 Proxy Statement​​​​
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LOGO

Always There.®

​
Notice of Annual Meeting
of Shareholders​
​​
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Dear Shareholders:

You are cordially invited to attend the 20182024 annual meeting of shareholders of CenterPoint Energy, Inc. This is your notice for the meeting.

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TIME AND DATE​
9:00 a.m. Central Time
on April 26, 2024
​​​
PLACE​
The CenterPoint Energy auditorium at
1111 Louisiana, Houston, Texas
​​​
RECORD DATE​
March 1, 2024
​
​Items of Business​
​
•
Elect the eleven nominees named in the Proxy Statement as directors to hold office until the 2025 annual meeting;
​
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​
•
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
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•
Conduct an advisory vote on executive compensation;
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•
Vote on a shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals; and
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•
Conduct other business if properly raised.
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RECORD DATE

9:00 a.m. Central Time on April 26, 2018.

PLACE

The

Holders of record of CenterPoint Energy auditorium at 1111 Louisiana, Houston, Texas.

ITEMS OF BUSINESS

elect the ten nominees named in the proxy statement as directors to hold office until the 2019 annual meeting;

ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2018;

conduct an advisory vote on executive compensation; and

conduct other business if properly raised.

RECORD DATE

Shareholders of recordcommon stock at the close of business on March 1, 20182024 are entitled to vote.

PROXY VOTING

Each share of CenterPoint Energy common stock entitles the holder to one vote.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 189 of the proxy statementProxy 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,

LOGO

Vincent A. Mercaldi

Corporate Secretary

​Sincerely,​​
​
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Vincent A. Mercaldi
Corporate Secretary
​​Dated and first mailed to shareholders on
or about March 15, 2024		​
​Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholder Meeting to be Held April 26, 2024		​
​The proxy statement and annual report to shareholders are available at: https://materials.proxyvote.com/15189t​
​CenterPoint Energy, Inc.   2024 Proxy Statement​​​​
TABLE OF CONTENTS​
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 first mailed

to shareholders

on or about March 15, 2018

Important Notice Regarding the Availability of Proxy Materials

forVoting Recommendations

At the Annual Shareholder Meeting, you will be asked to be Held April 26, 2018

vote on the following four proposals. The proxy statement and annual report to shareholders are available at:

http://materials.proxyvote.com/15189T

table below includes each proposal as well as our recommendation.

​Proposal​​More Information​​Board Recommendation​
​

  2018 Proxy Statement  

CENTERPOINT ENERGY, INC.

1111 Louisiana

Houston, Texas 77002

(713)207-1111

For deliveries by U.S. Postal Service:

P.O. Box 4567

Houston, Texas 77210-4567

Proxy Statement

FREQUENTLY ASKED QUESTIONS ABOUT VOTING

On what am I voting?

Item DescriptionMore InformationBoard
Recommendation

Broker

non-votes

Abstentions

Votes required

for approval

Item 1:
Election of directors
​
​​
Page 46
​​
FOR each nomineeNominee
Do not countDo not countShares voted for must exceed shares voted against​
​
Item 2:
Ratification of appointment of the independent auditorsregistered public
accounting firm
​
​​
Page 6782
​​FORDo not countDo not countShares voted for must exceed shares voted against​
​
Item 3:
Advisory vote on executive compensation
​
​​
Page 6883
​​FOR​
​Do not count
Item 4:
Shareholder Proposal – Setting additional interim and long-term Scope 3 emissions goals
​
​Do not count​
Page 86
Shares voted for must exceed shares voted against​​AGAINST​

Who may vote?

Shareholders recorded

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 serve 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 has agreed to sell its Louisiana and Mississippi regulated natural gas local distribution company (LDC) businesses, subject to certain closing conditions. As of December 31, 2023, the Company owned approximately $39 billion in assets. With approximately 9,000 employees as of December 31, 2023, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​1​
TABLE OF CONTENTS
Our Director Nominees
The Board of Directors of CenterPoint Energy (the Board), considering the recommendation of the Governance, Environmental and Sustainability Committee, has nominated eleven directors for election to the Board.
Name and Primary Occupation​​Age​​Director
Since		​​Independent​​Committee
Membership		​
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​​
Wendy Montoya Cloonan
Houston Managing Partner at Cantu Harden Montoya LLP​
​​44​​2021​​
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​​Compensation; Governance, Environmental and Sustainability (Chair)​
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​​
Earl M. Cummings
Former Independent Chair of Board of CenterPoint Energy, Managing Partner of MCM Houston Properties, LLC, and Chief Executive Officer of The BTS Team​
​​59​​2020​​
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Barbara J. Duganier
Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc​
​​65​​First Time
Nominee		​​
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​​​​
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Christopher H. Franklin
Chairman, Chief Executive Officer of Essential Utilities​
​​58​​2022​​
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​​Audit; Governance, Environmental and Sustainability​
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Raquelle W. Lewis
Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation​
​​53​​2021​​
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​​Compensation; Governance, Environmental and Sustainability​
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Thaddeus J. Malik
Principal at S2T Solutions and Attorney​
​​57​​Sept. 2023​​
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​​Audit; Compensation; Governance, Environmental and Sustainability​
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Theodore F. Pound
Private Investor and Attorney​
​​69​​2015​​
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​​Audit; Compensation (Chair)​
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Ricky A. Raven
Senior Vice President and Deputy General Counsel at Allstate Insurance Company
​​63​​Sept. 2023​​
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​​Compensation; Governance, Environmental and Sustainability​
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Phillip R. Smith
Independent Chair of the Board of CenterPoint Energy and Chief Financial Officer of Marathon-Sparta Holdings, Inc.​
​​72​​2014​​
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​​Audit (Chair); Governance, Environmental and Sustainability​
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Barry T. Smitherman
President of Barry Smitherman, P.C. and Managing Partner of Smitherman + Associates, L.P.​
​​66​​2020​​
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​​Audit; Compensation​
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Jason P. Wells
President and Chief Executive Officer of CenterPoint Energy​
​​46​​Jan. 2024​​​​​​​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​2​
TABLE OF CONTENTS
Board Qualifications and Skills
​
Current / Former CEO of a Public Company
Public Company Governance Experience
Cybersecurity and Physical Security
Risk Management
Finance and Accounting
​​
Community Involvement
Human Capital Management
Strategic Planning
Utility Industry Experience
​​
Government, Legal, and Regulatory
Technology and Customer Experience
Sustainability
Operations and Safety Experience
​
For additional information regarding our stock registerdirector 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.
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For additional information regarding our corporate governance practices, see “Item 1. Election of Directors.”
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​3​
TABLE OF CONTENTS
Energy Transition and Carbon Reduction
At CenterPoint Energy, our efforts to provide cleaner, safer, and more reliable energy to the communities we serve are foundational to our premium value proposition. Our carbon strategy is integral to our efforts to create long-term, positive environmental impact for our customers, communities, and shareholders. For 2023, we note the following highlights as we continue on our cleaner energy transition efforts:
•
We announced our latest Integrated Resource Plan preferred portfolio for our Indiana service territory, which includes further investment in renewable generation, and a planned exit of operating coal generation by the end of 2027.
​
•
We submitted a five-year plan under Minnesota’s Natural Gas Innovation Act, including 18 pilot projects and seven smaller research-and-development projects. The Natural Gas Innovation Act establishes a regulatory framework to enable Minnesota’s investor-owned natural gas utilities to provide customers with access to renewable energy resources and innovative technologies, with the goal of reducing greenhouse gas (GHG) emissions and advancing the state’s clean energy future. These projects will deploy and evaluate a broad array of innovative resources including made-in-Minnesota alternative gases such as renewable natural gas and green hydrogen as well as pioneering technologies such as a networked geothermal district energy system and end-use carbon capture.
​
•
We installed a carbon-capture technology unit at the closeRadisson Blu Mall of business on MarchAmerica. This technology is expected to help decrease their carbon footprint while reducing their energy usage and heating bills.
​
•
We retired our A.B. Brown coal-fired units 1 2018 may vote at the meeting. As of that date, there were 431,470,883 shares& 2.
​
Executive Compensation Highlights
The following are some highlights of our common stock outstanding.

How many votes do I have?

You have one vote for each shareexecutive 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 common stock you owned asshareholders. For more information on our compensation program, see “Compensation Discussion and Analysis” below.

​Key Features of
Our Executive
Compensation
Program		​​
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​​Strong Pay for Performance​
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​​No Employment Agreements​
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​​“Double Trigger” Provisions for Change in Control Plan and Equity Awards​
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​​No Excise Tax Gross Up Payments​
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​​Stock Ownership Guidelines​
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​​Benchmark Pay to Market​
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​​Incentive Recoupment Policies​
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​​Anti-Hedging Policy​
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​​100% Independent Compensation Committee​
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​​Independent Compensation Consultant​
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​​Executive Severance Guidelines​
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CenterPoint Energy, Inc.   2024 Proxy Statement
​​4​
TABLE OF CONTENTS
2023 Target Compensation Opportunities for Named Executive Officers
The following graphics reflect the components of the record date for the meeting.

How do I vote?

Your vote is important. You may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You may always change your vote at the meeting if you are a holder of record or have a proxy from the record holder. Giving us your proxy means that you authorize us to vote your shares at the meeting in the manner you indicated on your proxy card. You may also provide your proxy using the Internet or telephone procedures described on the proxy card.

You may vote for or against each director nominee under Item 1 (election of directors) and the proposals under Item 2 (ratification of appointment of independent auditors) and Item 3 (advisory vote on executive compensation), or you may abstain from voting on these items. If you give us your proxy but do not specify how to vote, we will vote your shares in accordance with the Board’s recommendations.

Always There®1

  2018 Proxy Statement  

Frequently Asked Questions About Voting (continued)

What are the Board’s recommendations?

The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board and, with respect to the ratification of the appointment of the independent auditors, the Audit Committee, recommends a vote as follows:

FOR the election of the ten nominees named in this proxy statement as directors;

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2018; and

FOR the approval, on an advisory basis, of thetarget total direct compensation paidopportunities provided to our named executive officers as disclosed in this proxy statement.

If any other matters properly come before the annual meeting, we will vote the shares in accordance with our best judgment and discretion.

What if I change my mind after I have voted?

You may revoke your proxy before it is voted by:

submittingofficers. As depicted below, a new proxy card with a later date;

voting in person at the meeting; or

giving written notice to Mr. Vincent A. Mercaldi, Corporate Secretary, at CenterPoint Energy’s address shown above.

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.

Brokerage firms generally have the authority to vote their customers’ unvoted shares on certain “routine” matters. If your shares are held in the name of a broker, bank or other nominee, such nominee can vote your shares for the ratificationsubstantial portion of the appointmentcompensation for our named executive officers is at risk and performance based, meaning that actual compensation realized in a given year will vary depending on Company financial and stock price performance and individual performance.

Target Compensation Mix as of Deloitte & Touche LLPDecember 31, 2023
(consisting of base salary, short-term incentives and long-term incentives)
[MISSING IMAGE: pc_ceoneo-pn.jpg]
*
Graphic represents compensation mix for 2023 for Mr. Lesar, who served as our independent auditorsChief Executive Officer in 2023, and a similar compensation mix is anticipated for 2018 if you do not timely provide your proxy because this matter is considered “routine” underMr. Wells in 2024.
​
**
The graphic represents the applicable rules. However, no other items are considered “routine” and may not be voted on by your nominee without your instruction.

For all items other than ratificationaverage size of the appointment of our independent auditors, brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares because the New York Stock Exchange precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner as to how to vote. Brokers cannot vote on Item 1 (election of directors) or Item 3 (advisory vote on executive compensation) without instructions from the beneficial owners. If you do not instruct your broker how to vote with respect to Item 1 or Item 3, your broker will not vote for you with respect to those items.

Do I need a ticket to attend the meeting?

To be admitted to the meeting, you must provide proof of ownership of our common stock and proof of identification. If you plan to attend the meeting and your shares are held by banks, brokers, stock plans or other holders of record (in “street name”), you will need to provide proof of ownership. Examples of proof of ownership include a recent brokerage statement or letter from your broker or bank. All shareholders will be required to present valid picture identification, sucheach component as a driver’s license, before being admitted topercentage of each named executive officer’s (other than the meeting.

Chief Executive Officer’s) target total direct compensation opportunities (approved by the Compensation Committee in 2023).
​
​
2
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  2018 Proxy Statement  

Frequently Asked Questions About Voting (continued)

What constitutes a quorum?

To carry on the business of the meeting, we must have a quorum. This means at least a majority of the shares of common stock outstanding as of the record date must be represented at the meeting, either by proxy or in person. Shares of common stock owned by CenterPoint Energy are not voted and do not count for this purpose.

Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary authority and have not received instructions as to how to vote on a proposal(so-called “brokernon-votes”) will be considered as present for quorum purposes.

What vote is required to approve each of the proposals?

Under our third amended and restated bylaws (bylaws), directors are elected by a majority of the votes cast at the meeting. This means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and brokernon-votes will not affect the outcome of the vote. For additional information on the election of directors, see “Item 1: Election of Directors—Majority Voting in Director Elections.”

Each of the ratification of the appointment of independent auditors in Item 2 and the approval of the resolution included in Item 3 regarding the advisory vote on executive compensation requires the affirmative vote of a majority of the shares of common stock entitled to vote and voted for or against the item. Abstentions and brokernon-votes will not affect the outcome of the vote on these items.

Who conducts the proxy solicitation and how much will it cost?

CenterPoint Energy is requesting your proxy for the annual shareholder meeting and will pay all the costs of requesting shareholder proxies, including a fee of $13,000 plus expenses to Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, who will help us solicit proxies. We can request proxies through the mail, in person, or by telephone, fax or Internet. We can use directors, officers and other employees of CenterPoint Energy to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock.

Always There®3

  2018 Proxy Statement  

TABLE OF CONTENTS​​
ITEM 1: ELECTION
ELECTION OF DIRECTORS

DIRECTORS

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Nominees for Directors

Each of our directors will be elected at this year’s meeting to aone-year term expiring at the annual meeting of shareholders in 2019.

2025.

If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority.

Proxies cannot be voted for a greater number of persons than the number of nominees named below.

Unless otherwise indicated or the context otherwise requires, when we refer to periods prior to September 1, 2002, CenterPoint Energy should be understood to mean or include the public companies that were its predecessors.

Board Composition Highlights
Our Board believes that having a diverse mix of Directors collectively representsdirectors with complementary qualifications, skills and expertise is essential to effectively discharging its oversight responsibility while advancing the following backgrounds,Company’s long-term business strategy. Accordingly, the Board is focused on striking an appropriate balance between retaining directors with a deep knowledge of the Company and adding new directors with a fresh perspective, among other factors that are set forth below with respect to the nominees for election this year.
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The below chart summarizes certain information for each of our director nominees, including their key skills and competencies:

qualifications that support oversight and execution of our near- and long-term strategy:
​Skills and Qualifications​​W. Cloonan​​E. Cummings​​B. Duganier​​C. Franklin​​R. Lewis​​T. Malik​​T. Pound​​R. Raven​​P. Smith​​B. Smitherman​​J. Wells​
​Age (as of March 15, 2024)​​44​​59​​65​​58​​53​​57​​69​​63​​72​​66​​46​
​CNP Tenure (in years)​​3​​4​​0​​2​​2​​<1​​9​​<1​​10​​4​​<1​
​Current / Former CEO of Public Company: An understanding of the complexities inherent in running a public company provides a unique perspective that helps the Board independently oversee the Company’s management, long-term strategic planning, shareholder value creation, human capital management, risk oversight, governance, and shareholder engagement.​​​​​​​​​​​●​​​​​​​​​​​​​​​​​​​​●​
​Risk Management: Managing risk in a rapidly changing environment is critical. We seek directors with experience managing or overseeing the management of business, financial, environmental, and other risks similar to those faced by the Company.​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​
​Utility Industry Experience: Due to the highly regulated nature of our business, we believe it is important to seek directors with experience in the regulated utility industry.​​​​​​​​​​​●​​​​​​​​​​​​​​​​​●​​●​
​Operations and Safety Experience: We seek directors with operational experience in businesses with capital intensive infrastructure projects while ensuring the safety of employees and the public to help the Company develop and implement its capital plan and business strategy and continuously improve our operations.​​●​​​​​​​​●​​●​​●​​​​​​​​​​​​​​●​
​Finance and Accounting: A deep understanding of finance and financial reporting processes is essential to the Board’s oversight of our strategic performance, capital allocation, financial reporting, and internal controls. We seek directors with knowledge and experience in corporate finance, accounting, and financial reporting as well as directors with “accounting or related financial management expertise” as required by the NYSE listing standards.​​●​​●​​●​​●​​​​​●​​●​​​​​●​​●​​●​
​Community Involvement: As a utility that provides the energy necessary to fuel the business, innovation, and lives of the communities we serve, we seek directors with strong ties to and engagement with the communities we serve.​​●​​●​​​​​​​​●​​​​​​​​●​​​​​●​​●​
​Government, Legal, and Regulatory: Our business is heavily regulated and is directly impacted by governmental actions. Further, the success of our long-term plan may be impacted by certain regulatory, legal or governmental decisions. We seek to have directors with experience in law, public policy, and regulatory matters to provide insight and develop strategies that incorporate current and potential changes in these areas.​​●​​●​​​​​●​​●​​●​​●​​●​​​​​●​​●​
​Public Company Governance Experience: Directors with public company governance experience, including serving on other public company boards, are able to help ensure the Board focuses on appropriate matters and functions effectively in the development and oversight of our long-term plan and implementation of best practices for the Company.​​​​​●​​●​​●​​●​​●​​●​​●​​​​​●​​​​
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​Skills and Qualifications​​W. Cloonan​​E. Cummings​​B. Duganier​​C. Franklin​​R. Lewis​​T. Malik​​T. Pound​​R. Raven​​P. Smith​​B. Smitherman​​J. Wells​
Board​Human Capital Management: Building and maintaining a talented, engaged, and diverse workforce is a critical part of Directors Backgrounds, Key Skillswho we are and Competenciesour long-term strategy. We seek directors who understand key drivers of our culture, employee health and safety, organizational health, and talent management and have the knowledge and skills necessary to oversee our workforce development and strategies.​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​

Regulated Utility Experience

​		Technology and Customer Experience: Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about the products and services they want. Directors with experience in customer-facing businesses and new technology can provide the Board with critical insights and perspectives on adapting to and implementing new technologies to enhance the experience of our customers.✓​​​​​●​​​​​●​​●​​●​​​​​​​​​​​●​​●​

Public Company​

Cybersecurity and Physical Security: Maintaining the security of our assets, both physical and digital, is critical to our success. Therefore, we seek out directors with an understandig of these risks and who can provide valuable insight to the Board Service

in connection with its oversight of these matters.		​✓​●​​​​​●​​●​​●​​●​​​​​​​​●​​●​​​​

Current or Recent Public Company Chief Executive Officer

​		Strategic Planning: As CenterPoint Energy continues to execute on its long-term strategy, including the transition to a pure-play utility, we seek directors who have experience with strategic transactions and strategic planning in overseeing the Company’s continued execution of its long-term strategy as well as development of future plans and strategies for the Company.✓​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​​●​

Legal​

Sustainability: Directors with knowledge or experience overseeing or advising on environmental, climate, and Regulatory Experience

sustainability matters will help to ensure that we understand and manage the related risks and opportunities effectively as we seek to create long-term sustainable value for the communities we serve and our stakeholders.		​✓

Strategic Planning Experience

​		●✓

Corporate Governance Experience

​		​✓

Accounting, Banking and Financial Literacy

​		​✓

Risk Management Experience

​		●✓

Human Capital Management Experience

​		​✓

Business Operations Experience

●		​✓

Natural Gas and/or Oil Midstream Experience

​		●✓

Executive Compensation Experience

​		​✓

Community Relationships /Non-Profit or Charitable Board Service

●		​✓​​​​​​​●​​●​​●​

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Listed below are the biographies of each director nominee. The biographies include information regarding each individual’s service as a director of the Company, business and public company board experience director positionsfor at public companies held currently or at any time duringleast the lastpast five years, and the experiences, qualifications, attributes or skills that caused the Governance, Environmental and Sustainability Committee and the Board to determine that the person was supportive to the oversight and execution of the Company’s near- and long-term strategy and therefore should serve as a director for the Company.

4CenterPoint Energy

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

The teneleven nominees for election at the annual meeting are listed below.

are:
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Wendy Montoya Cloonan
Houston Managing Partner at Cantu Harden Montoya LLP​
​

LESLIE D. BIDDLE (First-time Nominee

[MISSING IMAGE: ph_wendymontoya-4c.gif]
Age: 44
Independent
Director Since
2021
Committees:
•
Governance, Environmental and Sustainability (Chair)
​
•
Compensation
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Government, Legal, and Regulatory—As a public law attorney and a Commissioner of the Port of Houston, Ms. Cloonan brings beneficial experience addressing the relationship among national, state, and local governments and businesses and individuals in our service territory. This experience helps the Board oversee and support the relationship between the Company and its various regulators as the Company continues to execute on its ten-year plan.
​
•
Community Involvement—As someone who has deep ties to the Houston community, Ms. Cloonan provides valuable insights regarding how the Company’s policies, and short- and long-term plans, impact our communities.
​
•
Risk Management— As a Commissioner of the Port Authority of Houston, the largest port in tonnage and busiest waterway in the nation, Ms. Cloonan sets policies and guides in a constantly evolving environment balancing leading-edge technologies, including billion-dollar improvements in productivity, reliability, and resiliency, with sustainability, environmental stewardship and community initiatives. In addition, Ms. Cloonan’s experience advising clients on capital projects within legal, compliance and regulatory frameworks brings a critical perspective to the Board’s enterprise risk management oversight role.
​
Experience
•
Houston Managing Partner (Jan. 2023 – Present) at Cantu Harden Montoya LLP, a public law and public finance firm
​
•
Founder and Sole Shareholder (Aug. 2019 – Dec. 2022) of The Law Office of Wendy Montoya Cloonan, PLLC, a public law and public finance firm based in Houston, Texas
​
•
Senior Program Officer in Education, Assistant General Counsel and Director of Legal (Feb. 2015 – July 2019) at the Houston Endowment, Inc., a private foundation that partners with other organizations in the non-profit, public, and private sectors to improve quality of life for the residents of greater Houston
​
•
Public law and finance attorney at Hunton Andrews Kurth LLP (formerly Andrews Kurth LLP) (2013 – 2015), Schwartz, Page & Harding, L.L.P. (2011 – 2013) and Vinson & Elkins L.L.P. (2006 – 2011)
​
Other Boards (For Profit and Non-Profit Entities)
•
Commissioner—Port of Houston Authority and Chair Business Equity/Procurement Committee, Community Relations Committee, Governance Committee, Audit Committee, Compensation Committee, Dredge Task Force Committee (2019  –  Present)
​
•
Board Member—Harris County Hospital District Foundation (2021 – Present)
​
•
Executive Board Member—ALMAAHH—Advocates of a Latino Museum of Art & Architecture Houston/Harris County (2021 – Present)
​
•
•
National Association of Corporate Directors Tri-Cities Chapter (2021 – Present)
​
•
Morgan Stanley Women Energy Directors Network (2021 – Present)
​
•
Latino Corporate Directors Association (2021 – Present)
​
•
Chair (2024 – Present) and Board Member (2023 – Present), Harris County Commissioner Precinct One Community Foundation
​
•
Executive Board Member and Secretary Officer—Houston Downtown Management District (2016 –  2021)
​
Education and Credentials
•
B.A., Yale University
​
•
M.P.P., John F. Kennedy School of Government, Harvard University
​
•
J.D., with Honors, The University of Texas School of Law
​
•
NACD Directorship Certified®
​
•
Harvard Business School Corporate Director Certificate (Governance, Audit, Compensation)
​
•
Harvard Business School, Certificate in Financial Accounting
​
•
CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering
​
•
Digital Directors Network, Certificate in Systemic Cyber Risk Governance for U.S. Public Company Corporate Directors
​
​
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Earl M. Cummings
Managing Partner of MCM Houston Properties, LLC, and Chief Executive Officer of The BTS Team​
​
[MISSING IMAGE: ph_earlmcummin-4c.gif]
Age: 59
Independent
Director Since
2020
Committees:
•
None
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Public Company Governance Experience—As a member of the board of directors of another public company, Mr. Cummings is able to provide valuable insights regarding good governance and efficient board management practices, which are critical to the functioning of our Board for the benefit of our shareholders.
​
•
Strategic Planning—As a Chief Executive Officer, Managing Partner of a real estate fund and as a member of the board of directors of another public company, Mr. Cummings’ experience is beneficial to the Board as the Board develops and oversees the Company’s strategic plans.
​
•
Human Capital Management—As a Chief Executive Officer and Managing Partner, Mr. Cummings provides valuable experience regarding recruiting, managing, and retaining talent. Effective human capital management is critical to the execution of Directors)

the Company’s ten-year plan and its ability to effectively serve the communities in which it operates.
​
Experience
•
Managing Partner (2012 – Present) of MCM Houston Properties, LLC, a real estate fund that invests in single family residential properties in Houston, Texas
​
•
Served in various positions, including currently as Chief Executive Officer, at The BTS Team (1997 – Present), that started as an information technology and staffing firm providing solutions and services across various regions and evolved into a company that also invests financial resources in various industries
​
•
Chief Executive Officer (2008 – 2014) of BestAssets, Inc., a private company providing real estate portfolio management and related services
​
Other Boards (For Profit and Non-Profit Entities)
Public Company
•
Halliburton Company (2022 – Present)
​
Other
•
Texas Children’s Hospital (2022 – Present)
​
•
UH Energy Advisory Board (2021 – Present)
​
•
Board of Visitors of University of Houston (2016 – 2018)
​
•
Yellowstone Academy (2004 – 2017)
​
•
C-STEM Robotics (2002 – 2017)
​
Education and Credentials
•
BBA, University of Houston
​
•
EMBA, Pepperdine University
​
•
Certificate: Director Education Program, NACD Corporate Director Institute
​
•
Certificate: Real Estate, Ross Minority Program, USC
​
​
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Barbara J. Duganier
Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc​
​

Leslie D. Biddle, age 51, is

[MISSING IMAGE: ph_barbarajduganier-4clr.gif]
Age: 65
Independent
Director Nominee
​​
Key Qualifications and Skills Leading to Board Nomination
•
Finance and Accounting—Ms. Duganier has extensive experience serving on public and private company audit committees, including as chair of audit committees as well as a first-time nominee“financial expert” pursuant to SEC rules. Further, Ms. Duganier has extensive experience advising public companies on financial and accounting matters.
​
•
Strategic Planning—Ms. Duganier has extensive experience serving on both private and public company boards in a diversity of industries. This experience provides a unique perspective to the CenterPoint Energy Board as it develops and oversees the Company’s short- and long-term strategic plans.
​
•
Sustainability—As a member of Directors. If elected,two sustainability committees and as a member of the board of a wind and solar developer and operator, Ms. BiddleDuganier has extensive experience with the various issues associated with companies transitioning to a cleaner source of energy and seeking to achieve various carbon emission reduction goals. The Board believes this experience will commence her service onbe beneficial to the Company as the Board followingoversees the Annual Meeting. Ms. Biddle has servedCompany’s generation transition and its progress towards its net zero and carbon emission reduction goals.
​
Experience
•
Held various positions (2004 – 2013) of increasing responsibility as a Managing Director including the position of Global Chief Strategy Officer of the Outsourcing Business and Global Growth and Offering Development Lead of the Global Business Process Outsourcing Business at Accenture plc, a leading provider of strategy, consulting, technology and operations services to various industries and sectors.
​
•
Independent Consultant, Finance Transformation Program (2002 – 2003) at Duke Energy North America, a subsidiary of Duke Energy, one of America’s largest energy holding companies that provides electric utility and natural gas services.
​
•
Held various positions (1979 – 2002) of increasing responsibility as an equity Partner andincluding the Presidentposition of Serengeti Asset Management since 2013 where she heads its risk committee and its energy research efforts. Before joining Serengeti, Ms. Biddle spent nearly ten years at Goldman Sachs, where she was most recently Global Head of Commodity Sales and the Chief Financial Officer and Partner-in-Charge, Business Consulting, Southwest Region at Arthur Andersen LLP, an accounting firm that provided auditing, tax advising, consulting and other professional services to large public corporations.
​
Other Boards (For Profit and Non-Profit Entities)
U.S. Public Company
•
Texas Pacific Land Corporation (2021 – Present)
​
•
MRC Global Inc. (2015 – Present)
​
•
Noble Energy, Inc. (2018 – 2020)
​
•
Buckeye Partners, L.P. (2013 – 2019)
​
•
HCC Insurance (2015 – 2015)
​
Other Public Company
•
Arcadis NV (ENXTAM) (2023 – Present)
​
Other
•
McDermott International (2020 – Present)
​
•
Pattern Energy (2021 – Present)
​
•
John Carroll University (2019 – Present)
​
•
National Association of Corporate Directors Texas Tri-Cities Chapter (2015 – 2024)
​
•
West Monroe Partners (2018 – 2021)
​
Education and Credentials
•
B.B.A., John Carroll University
​
•
Licensed CPA—Texas
​
•
NACD Director Certified (NACD.DC™)
​
•
CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute
​
​
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Christopher H. Franklin
Chairman, Chief Executive Officer and President of Essential Utilities
​
[MISSING IMAGE: ph_christopherhfrank-4c.gif]
Age: 58
Independent
Director Since
2022
Committees:
•
Audit
​
•
Governance, Environmental and Sustainability
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Utility Industry Experience—As the Chief Executive Officer of a public utility company, Mr. Franklin provides key experience and understanding regarding the management of a public utility that provides the Board with valuable insight as the Board oversees the Company’s short- and long-term plans and oversees the Company’s regulatory and legislative priorities for the benefit of the Company’s stakeholders.
​
•
Technology and Customer Experience—As the Chief Executive Officer of a public utility company, Mr. Franklin provides valuable insight regarding the relationship between a public company and its customers, including as customers continue to seek additional technological resources to improve the customer experience. This insight is critical to the Board and the Company as it continuously seeks to improve its service for the benefit of its investmentscustomers and communities served.
​
•
Operations and Safety Experience—As the Chief Executive Officer of a public utility, Mr. Franklin has extensive experience regarding the operations of a utility and managing the utility operations in a safe manner for the metalscommunities it operates in and mining sector. Ms. Biddle was responsibleits employees. This experience is critical to the Board as it oversees the Company’s operations, including the safe operation of its facilities for manythe benefit of the structured transactionscommunities it serves and its employees.
​
Experience
•
Chairman, Chief Executive Officer and President (2015 – Present) of Essential Utilities, Inc., a public company providing regulated utilities, including water, wastewater and natural gas, to customers in the private equity10 states; Has served in various roles of increasing responsibilities at Essential Utilities, Inc. (f.k.a. AquaAmerica, Inc.) since 1992
​
Other Boards (For Profit and power spaces, including the Texas Genco acquisition and the TXU leveraged buyout, and was also a memberNon-Profit Entities)
Public Company
•
Chairman, Essential Utilities, Inc. (2015 – Present)
​
•
ITC Holdings (2011 – 2016)
​
Other
•
University of Goldman Sachs’ Finance Committee, Business Practices Committee, Firmwide New Activity Committee, Structured Investment Products Committee and European Audit and Compliance Committee. Prior to joining Goldman Sachs, Ms. Biddle served as a Vice President at the AES Corporation focusing on project finance and power plant development. Ms. Biddle has served on the Board of Directors of Empire State Realty Trust, Inc. since March 2017. She also serves as the Vice Chair of thePennsylvania Board of Trustees (2015 – Present)
​
•
Franklin Institute of Colby College.

ThePhiladelphia (2017 – Present)

​
Education and Credentials
•
B.S., West Chester University
​
•
M.B.A., Villanova University
​
​
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Raquelle W. Lewis
Southeast Texas Director of Communications & Public Information Offices for the Texas Department of Transportation​
​
[MISSING IMAGE: ph_raquellewlewis-4c.gif]
Age: 53
Independent
Director Since
2021
Committees:
•
Compensation
​
•
Governance, Environmental and Sustainability
​
​​
Key Qualifications and Skills Leading to Board determinedNomination
•
Government, Legal, and Regulatory—Ms. Lewis provides valuable government relations experience, including navigating federal, state, and local regulations covering transportation projects. Ms. Lewis is able to use this experience to help the Board as it oversees the relationship of the Company with government entities and as it navigates various federal, state, and local regulations to complete infrastructures projects to better serve its stakeholders.
​
•
Sustainability—As the Company continues its generation transition planning, Ms. Lewis’ more than 25 years experience of addressing, preparing, and delivering environmental studies and overseeing environmental impacts of various transportation projects provides the Board with a critical perspective regarding the oversight of the Company’s generation transition plans.
​
•
Technology and Customer Experience—As a Public Information Office leader at the Texas Department of Transportation (TxDOT), Ms. Lewis has extensive experience receiving and facilitating communications with community leaders, businesses, and individuals, which provides valuable insight to the Board as it oversees the Company’s outreach strategy for serving its communities and stakeholders to provide critical services.
​
Experience
•
Held various positions (2008 – Present) of increasing responsibilities including the position of Southeast Texas Director of Communications & Public Information Offices (2017 – Present) of TxDOT, a state government organization that Ms. Biddle should be nominatedplans, constructs, operates, and maintains Texas’ integrated transportation system including highways and multimodal programs
​
•
Served as Special Advisor to TxDOT Executive Director and the Executive Administration (2015)
​
•
Held various positions (1998 – 2008) of increasing responsibilities including the position of Supervising Planner/Program Manager at Parsons Brinkerhoff, Inc., a multinational engineering and design firm that specializes in strategic consulting, planning, engineering, construction management, energy, infrastructure, and community planning
​
Other Boards (For Profit and Non-Profit Entities)
•
Success House A Road to Recovery, Inc. (2023 – Present)
​
•
South Main Alliance Advisory Board (2022 – Present)
​
Other Professional Experience and Community Involvement
•
National Association for electionthe Advancement of Colored People (NAACP)—Houston Branch
​
•
WTS International
​
•
Leadership Women, Inc.
​
Education and Credentials
•
B.A., University of Texas at Austin
​
•
National Association of Corporate Directors—Master Class on Cyber Risk Oversight
​
•
Certificate: Stanford Directors’ College—Stanford Law School
​
•
CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute
​
​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​14​
TABLE OF CONTENTS
Thaddeus J. Malik
Principal at S2T Solutions and Attorney​
​
[MISSING IMAGE: ph_thaddeusjmalik-4c.gif]
Age: 57
Independent
Director Since
Sept. 2023
Committees:
•
Audit
​
•
Compensation
​
•
Governance, Environmental and Sustainability
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Public Company Governance Experience—Having previously served as General Counsel of a director duepublic company and through his practice advising public company clients, Mr. Malik is able to her extensive expertise in finance, complex structured transactions and project finance, particularly inprovide critical insight regarding good governance practices to strengthen the energy industry. The Board also values her service on the Boardsoperation of Directors of other public companies.

*  Nominated for election to the Board for the first time atbenefit of the Company’s 2018 Annual Meetingstakeholders.

​
•
Cybersecurity and Physical Security—As part of Shareholders.

LOGO

Independent Director Nominee

Committees:

To be determined*

MILTON CARROLL

Milton Carroll, age 67,his private legal practice, as well as serving as the chair of the board committee responsible for overseeing cybersecurity matters for a health insurer serving more than 22 million customers and with a workforce of close to 30,000, Mr. Malik brings valuable experience with cybersecurity matters to the Board’s and Audit Committee’s oversight of cybersecurity and data privacy and their evolving risks.

​
•
Strategic Planning—As the former chair the Mergers and Acquisitions Practice Group and a member of the Policy Committee for a global law firm, as well as chairing the Strategy and Risk Committee for the largest customer-owned health insurer in the U.S. with more than $50 billion in revenue, Mr. Malik has beenextensive experience overseeing strategic planning and transactions, which experience he brings to the Board as the Company continues to develop and execute its strategic plan, including overseeing complex strategic transactions as the Company continues to focus on its core utility business.
​
Experience
•
Principal (2022 – Present) at S2T Solutions, LLC, a director since 1992. He has served as Executive Chairman since June 2013transactional advisory services company
​
•
Partner (2010 – 2022) at Paul Hastings, LLP, a global law firm
​
•
Partner (2002 – 2010) at Jenner & Block, LLP, an international law firm
​
•
Vice President and previously served as Chairman from September 2002 until May 2013. Mr. Carroll has served asGeneral Counsel (2000 – 2002) at Lante Corporation, a director of Halliburton Company since 2006former publicly traded technology consulting company
​
Other Boards (For Profit and Western Gas Holdings, LLC, the general partner of Western Gas Partners, LP, since 2008. He has served as a director of Non-Profit Entities)
•
Health Care Service Corporation since 1998(2019 – Present)
​
•
President (2022 – 2024) and as its chairman since 2002. He previously served asboard member (2009 – Present) of The First Tee of Greater Chicago
​
•
Illinois PGA Foundation (2005 – Present)
​
•
The TimeLine Theater Company (2014 – 2020; 2023 – Present)
​
Education and Credentials
•
B.A., With Distinction, Northwestern University
​
•
J.D., Cum Laude, Harvard Law School
​
•
CERT Certificate: Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute
​
•
Certificate: Corporate Director, Harvard Business School
​
​
​
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TABLE OF CONTENTS
Theodore F. Pound
Private Investor and Attorney​
​
[MISSING IMAGE: ph_theodorefpound-4c.gif]
Age: 69
Independent
Director Since
2015
Committees:
•
Compensation (Chair)
​
•
Audit
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Public Company Governance Experience—As a directorformer General Counsel at a public company and given his tenure on the Company’s Board, Mr. Pound provides valuable insights on good governance practices of LyondellBasell Industries N.V. from July 2010 to July 2016public company boards as well as LRE GP, LLC,providing guidance regarding Company-specific practices to the general partnernewer members of LRR Energy, L.P., from November 2011the Company’s Board that supports the efficiency of the operation of the Board to January 2014.

The Board determined that better serve its stakeholders.

​
•
Human Capital Management—Mr. Carroll should be nominated for electionPound provides valuable insights as a director due toresult of his extensive knowledge of the Company and its operations gained in 25 years of serviceexperience as a directorGeneral Counsel reviewing various executive compensation designs and programs.
​
•
Finance and Accounting—As a former General Counsel of the Company, its predecessors and affiliates. The Board values Mr. Carroll’s knowledge of the oil and natural gas industry, board leadership skills and corporate governance expertise.

LOGO

Non-Independent Director Nominee

Executive Chairman

Committees:

None

Always There®5

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

SCOTT J. McLEAN

Scott J. McLean, age 61, has been a director since December 2013. Since March 2014, Mr. McLean has been Chairman of Amegy Bank of Texas and President of Zions Bancorporation, and since June 2015, has been Chief Operating Officer of Zions Bancorporation. Previously, he served as Chief Executive Officer of Amegy Bank from December 2009 through February 2014. Prior to joining Amegy in 2002, he was with JPMorgan Chase for 23 years, where he served in a number of roles, including president in Dallas, chairman in El Paso and president in Houston. He currently serves on the Southern Methodist University Board of Trustees and on the boards of the United Way of Greater Houston and the Memorial Hermann Healthcare System.

The Board determined that Mr. McLean should be nominated for election as a director due to his extensive financial, banking and executive management experience. The Board also benefits from his experience in leadership roles with numerous business, civic and charitable organizations.

LOGO

Independent Director Nominee

Committees:

Compensation, Finance

MARTIN H. NESBITT (First-time Nominee to the Board of Directors)

Martin H. Nesbitt, age 55, is a first-time nominee to the CenterPoint Energy Board of Directors. If elected, Mr. Nesbitt will commence his service on the Board following the Annual Meeting. Since 2013, Mr. Nesbitt has served asCo-Chief Executive Officer of The Vistria Group, LLC, a Chicago-based investment firm focused on the education, healthcare and financial services industries. Prior toco-founding Vistria, Mr. Nesbitt served as Chief Executive Officer of PRG Parking Management (known as The Parking Spot), an owner and operator ofoff-airport parking facilities, from 1996 to 2012. Prior to The Parking Spot, Mr. Nesbitt also served as an officer of the Pritzker Realty Group, L.P. and a Vice President and Investment Manager at LaSalle Partners, with a variety of responsibilities including investment management for regional retail properties. Mr. Nesbitt has served on the Boards of Directors of Jones Lang LaSalle since 2011, Norfolk Southern Corporation since 2013 and American Airlines Group, Inc. since 2015. He is a Trustee of Chicago’s Museum of Contemporary Art and serves as Chairman of the Barack Obama Foundation.

The Board determined that Mr. Nesbitt should be nominated for election as a director due to his extensive financial, strategic and operational experience as chief executive officer and founder of various companies. The Board also values his expertise in executive leadership and his public company, board experience.

*  Nominated for election toMr. Pound has extensive experience with preparing and reviewing filings with the Board for the first time atSEC, including financial results. Mr. Pound provides valuable insights with reviewing the Company’s 2018 Annual Meeting of Shareholders.

LOGO

Independent Director Nominee

Committees:

To be determined*

THEODORE F. POUND

Theodore F. Pound, age 63, has been a director since April 2015. Mr. Pound is a private investor. He served as public filings, including its financial results.

​
Experience
•
Private Investor and Attorney (2016 – Present)
​
•
Vice President, General Counsel and Corporate Secretary of(2013 – 2016) at Select Energy Services, LLC, a private company providing water solutions and well-site services to energy producers from January 2013 to January 2016. He previously served as
​
•
Vice President, General Counsel and Secretary of(2004 – 2011) at Allis-Chalmers Energy, Inc., a publicly traded oilfield services company
​
Education and Credentials
•
B.A., The University of Texas at Austin
​
•
J.D., University of Houston
​
​
​
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Ricky A. Raven
Senior Vice President and Deputy General Counsel at Allstate Insurance Company​
​
[MISSING IMAGE: ph_rickyaraven-4c.gif]
Age: 63
Independent
Director Since Sept. 2023
Committees:
•
Compensation
​
•
Governance, Environmental and Sustainability
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Government, Regulatory, and Legal—Mr. Raven has extensive experience in advising and managing legal issues for companies both from September 2004the business and outside perspectives. This experience is beneficial to March 2011, whenthe Board as the Company continues to navigate new and emerging legal rules, regulations, and precedent as it was acquired by Seawall Limited. executes on its short- and long-term plans.
​
•
Risk Management—Mr. PoundRaven has practiced lawextensive experience representing business clients in Texasvarious court proceedings. The Board finds this experience particularly insightful in evaluating the risks companies are facing as the Board oversees the Company’s enterprise risk management process.
​
•
Community Involvement—Mr. Raven is heavily involved with various for over 37 years, primarilyprofit and non-profit entities in the areasHouston area, which provides the Board with a unique perspective on issues facing the Houston community as the Board oversees the Company’s operations for the benefit of mergersthe communities it serves.
​
Experience
•
Senior Vice President and acquisitions, corporate finance, securities, complianceDeputy General Counsel (2021 – Present) at Allstate Insurance Company, a publicly traded property and governance.

Thecasualty insurer

​
•
Partner (2013 – 2021) at Reed Smith, LLP, an international law firm
​
Other Boards (For Profit and Non-Profit Entities)
•
National Judicial College Board determined that of Directors (2022 – Present)
​
•
International Academy of Trial Lawyers Board of Directors (2022 – Present)
​
•
University of Houston Board of Regents (2021 – Present)
​
•
Southwestern University Board of Trustees (2015 – Present)
​
•
City of Houston Civil Service Commission (1999 – Present), previously serving as the Commissioner of the City of Houston Civil Service Commission
​
Education and Credentials
•
B.A., University of Houston
​
•
J.D., University of Houston Law Center
​
​
​
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TABLE OF CONTENTS
Phillip R. Smith
Independent Chair of the Board and Chief Financial Officer of Marathon-Sparta Holdings, Inc.​
​
[MISSING IMAGE: ph_philliprsmith-4c.gif]
Age: 72
Independent
Director Since
2014
Committees:
•
Audit (Chair)
​
•
Governance, Environmental and Sustainability
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Finance and Accounting—Mr. Pound should be nominated for election as a director due to his extensive legal, compliance and corporate governance expertise and hisSmith has over 3025 years of experience with preparing, reviewing, and auditing public company financial statements and is a licensed CPA. The Board finds this experience critical to the Board’s and Audit Committee’s oversight of the Company’s financial statements and filings with the SEC.
​
•
Cybersecurity and Physical Security—As part of Mr. Smith’s auditing experience and as part of maintaining his CPA license, he has received significant training regarding cybersecurity, including risk oversight, that he uses to provide insight regarding the Company’s ongoing cybersecurity program.
​
•
Sustainability—As the Company continues its generation transition plan and pursues its carbon emissions reduction goals, Mr. Smith is able to provide valuable insight regarding the development of renewable generation to the Company from his prior leadership at a wind and solar renewable project developer.
​
Experience
•
Chief Financial Officer (2023 – Present) and previously President and Chief Executive Officer (2019 – 2022) of Marathon-Sparta Holdings, Inc., a private company involved in advising publicnon-healthcare related employee benefits programs and affiliated through common ownership with Torch Energy Advisor Inc.
​
•
President and Chief Executive Officer (2013 – 2019) of Torch Energy Advisor Inc., a private companies.

energy company with interests in oil, gas and renewable energy, including the development of wind and solar renewable projects
​
•
Partner (2002 – 2012) at KMPG LLP, a global network of professional firms providing audit, tax and advisory services
​
Other Boards (For Profit and Non-Profit Entities)
•
Health Care Service Corporation (2021 – Present)
​
•
Oilstone Energy Services, Inc. (2014 – 2016)
​
Education and Credentials
•
B.A., Baylor University
​
•
M.B.A., Baylor University
​
•
Licensed CPA—Texas
​
​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​18

LOGO

​
TABLE OF CONTENTS
Barry T. Smitherman
President of Barry Smitherman, P.C. and Managing Partner of Smitherman + Associates, L.P.​
​
[MISSING IMAGE: ph_barrytsmither-4c.gif]
Age: 66
Independent
Director Since
2020
Committees:
•
Audit
​
•
Compensation
​
​​
Key Qualifications and Skills Leading to Board Nomination
•
Utility Industry Experience—Mr. Smitherman’s extensive utility experience, including as the former chairman of the Railroad Commission of Texas and Public Utility Commission of Texas as well as a former member of the board of the Electric Reliability Council of Texas, provides critical insights to the Board as the Board oversees and develops the Company’s short- and long-term strategies to effectively serve the Company’s customers and to increase value for its shareholders.
​
•
Government, Regulatory, and Legal—Mr. Smitherman’s extensive experience with the Texas energy regulation framework as a result of his board service for various regulatory commissions provides valuable insight as the Board’s understanding of the Texas energy regulatory system is critical for developing the Company’s short- and long-term strategy to provide value to its stakeholders.
​
•
Sustainability—As the Company continues its generation transition planning and pursues its carbon emissions reduction goals, Mr. Smitherman, as an attorney, provides valuable insight into the environmental laws, regulations, and significant federal environmental cases, which he stays up to date on as part of his adjunct position at the University of Texas where he teaches an energy law course that includes environmental law issues.
​
Experience
•
President and principal attorney (2017 – Present) of Barry Smitherman, P.C., a law firm specializing in water, electricity and natural gas
​
•
Managing Partner (2017 – Present) of Smitherman + Associates, a firm providing consulting services to energy infrastructure-related entities
​
•
Adjunct Professor (2016 – Present) at The University of Texas School of Law
​
•
Partner (2015 – 2017) at Vinson & Elkins LLP, an international law firm
​
•
Managing Director and National Head of Tax-Exempt Securities (1999 – 2002), Banc One Capital Markets (later acquired by J.P. Morgan)
​
Other Boards (For Profit and Non-Profit Entities)
Public Company
•
NRG Energy, Inc. (2017 – 2018)
​
Other
•
Chairman and President, Texas Geothermal Energy Alliance (2022 – Present)
​
•
Chairman, Brookwood in Georgetown (2018 – 2023)
​
•
Centric Infrastructure Group, LLC (2019 – 2021)
​
•
Chairman (2012 – 2014) and Commissioner (2011 – 2014), Railroad Commission of Texas
​
•
National Association of Regulatory Utility Commission (2011 – 2014)
​
•
Southern States Energy Board (2011 – 2013)
​
•
Member, Interstate Oil and Gas Compact Commission (2011 – 2013)
​
•
Southwest Power Pool (SPP) Regional State Committee (2008 – 2011)
​
•
Member, U.S. Department of Energy Electricity Advisory Committee (2008 – 2011)
​
•
Vice-Chair, Texas Advisory Panel on Federal Environmental Regulations (2008 – 2009)
​
•
Chairman (2007 – 2011) and Commissioner (2004 – 2011), Public Utility Commission of Texas
​
•
Electric Reliability Council of Texas (2007 – 2011)
​
•
Member, Texas Public Finance Authority (2002 – 2004)
​
Education and Credentials
•
B.B.A., summa cum laude, Texas A&M University
​
•
M.P.A., Harvard University
​
•
J.D., The University of Texas School of Law
​

Independent Director Nominee

Committees:

Compensation,

Governance (Chair)

​

​
6
CenterPoint Energy, Inc.   2024 Proxy Statement
​​19​

TABLE OF CONTENTS

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

SCOTT M. PROCHAZKA

Scott M. Prochazka, age 52, has served as a director and

Jason P. Wells
President and Chief Executive Officer of CenterPoint Energy, since January 1, 2014. He served as Executive Vice President and Chief Operating Officer of the Company from August 1, 2012 to December 31, 2013. He previously served as Senior Vice President and Division President, Electric Operations of the Company from May 2011 through July 2012 in addition to a variety of key leadership positions at the Company in electric, natural gas and customer service operations. He currently serves on the Boards of Directors of Enable GP, LLC, the general partner of Enable Midstream Partners, LP, Gridwise Alliance as its Chairman, Edison Electric Institute, Electric Power Research Institute, American Gas Association, Greater Houston Partnership, United Way of Houston, Junior Achievement of South Texas and the Kinder Institute Advisory Board.

The Board determined that Mr. Prochazka should be nominated for election as a director due to his extensive knowledge of the industry and the Company, its operations and people, gained in his years of service with the Company in positions of increasing responsibility.

Inc.​

LOGO

​
[MISSING IMAGE: ph_jasonpwells-4c.gif]
Age: 46
Non-Independent
Director Since
2024
Committees:
•
None
​
​​

Non-Independent Director Nominee

Chief Executive Officer

Committees:

None

SUSAN O. RHENEY

Susan O. Rheney, age 58, has been

Key Qualifications and Skills Leading to Board Nomination
•
Current CEO of a director since July 2008. Ms. Rheney is a private investor. She served as a director of QEP Midstream Partners GP, LLC,Public Company—As the general partner of QEP Midstream Partners, LP, a former publicly traded limited partnership which owned, operated, acquired and developed midstream energy assets consisting primarily of interests in gathering systems and pipelines to provide natural gas and crude oil gathering and transportation services, from June 2013 until July 2015, when QEP Midstream Partners, LP was acquired. From 2002 until March 2010, she served as a director of Genesis Energy, Inc., the general partner of Genesis Energy, LP, a publicly traded limited partnership. From 2003 to 2005, she was a director of Cenveo, Inc. and served as chairman of the board from January to August 2005. She also served until 2001 as a principal with The Sterling Group, a private financial and investment organization. Ms. Rheney is a National Association of Corporate Directors (NACD) Fellow.

The Board determined that Ms. Rheney should be nominated for election as a director due to her extensive financial management and accounting expertise and experience as a director of midstream oil and gas companies. The Board benefits from her experience implementing strategic and operational initiatives at a variety of firms.

LOGO

Independent Director Nominee

Committees:

Finance (Chair), Governance

PHILLIP R. SMITH

Phillip R. Smith, age 66, has been a director since March 2014. He is President and Chief Executive Officer of Torch Energy Advisors, Inc.the Company, Mr. Smith joined TorchWells provides valuable insight and communications to the Board regarding the management team’s execution of the Company short- and long-term plans and the operations of the Company.

​
•
Utility Industry Experience—Mr. Wells has over 10 years of experience as interim an officer of public utility companies, which provides the Board with valuable insight regarding the current state of the industry and expectations going forward, which is critical for the Board when developing and overseeing the Company’s short- and long-term strategic plans.
​
•
Operations and Safety Experience—Mr. Wells previously served as President and Chief Operating Officer where he oversaw the day-to-day operations of the business, including its safety program. This experience supports the Board as it oversees and develops short- and long-term business strategies and oversees the Company’s safety program.
​
Experience
•
President and Chief Executive Officer in October 2012 and was named (2024 – Present) of CenterPoint Energy, Inc.
​
•
President and Chief Operating Officer (2023 – 2024) of CenterPoint Energy, Inc.
​
•
President, Chief Operating Officer and Chief Financial Officer (2023) of CenterPoint Energy, Inc.
​
•
Executive Officer effective January 2013. Prior to joining Torch, Mr. Smith was a partner with KPMG LLP from 2002 to September 2012. Mr. Smith also serves on the Board of Directors and as audit committee chair for Oilstone Energy Services, Inc., a position he has held since October 2014.

The Board determined that Mr. Smith should be nominated for election as a director due to his 40 years of business experience, including a25-year partner career with international accounting firms managing engagements of large and complex companies with extensive audit committee and board interaction.

LOGO

Independent Director Nominee

Committees:

Audit (Chair), Governance

Always There®7

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

JOHN W. SOMERHALDER II

John W. Somerhalder II, age 62, has been a director since October 2016. Mr. Somerhalder is a private investor. He most recently served as InterimVice President and Chief Financial Officer (2020 – 2022) of CenterPoint Energy, Inc.

​
•
Executive Vice President and Chief Financial Officer (2019 – 2020) of Colonial Pipeline Company, a privately held company that operates a refined liquid petroleum products pipeline system, from February 2017 to October 2017. Prior to joining Colonial Pipeline Company, Mr. Somerhalder served as President, Chief Executive Officer and as a director of AGL Resources Inc., a former publicly traded energy services holding company, which was acquired by Southern Company, whose principal business is the distribution of natural gas, from March 2006 through December 2015 and as Chairman of the Board of AGL Resources Inc. from November 2007 through December 2015. Prior to joining AGL Resources Inc., he served in a number of roles with El PasoPG&E Corporation, a publicly traded natural gaselectric utility holding company serving approximately 16 million customers through its subsidiary Pacific Gas and related energy products provider,Electric Company. PG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and its subsidiaries since 1977, including as successfully emerged from bankruptcy on July 1, 2020
​
•
Senior Vice President and Chief Financial Officer (2016 – 2019) at PG&E Corporation
​
•
Vice President, Business Finance (2013 – 2016) at Pacific Gas and Electric Company
​
Other Boards (For Profit and Non-Profit Entities)
•
M.D. Anderson Cancer Center, Board of Visitors (2022 – Present)
​
•
Kinder Rice Institute for Urban Development Advisory Board (2021 – Present)
​
•
Central Houston, Inc. (2022 – Present)
​
•
Bauer College Board of the C.T. Bauer College of Business at the University of Houston (2022 – Present)
​
•
Executive Vice President. He currently serves as a directorCommittee and Board, Greater Houston Partnership (2023 – Present)
​
Education and Credentials
•
B.A., University of Crestwood Equity GP LLC, the general partnerFlorida
​
•
M.A., University of Crestwood Equity Partners LP, as a director of SunCoke Energy Partners, L.P., and as director and trustee on the boards of numerousnon-profit organizations.

Florida

​
•
Licensed CPA (inactive)
​
​
​
[MISSING IMAGE: ic_righttickko-pn.gif]
​​The Board determined that Mr. Somerhalder should be nominated forof Directors recommends a vote FOR the election as a director due to his over 30 years of experience in the energy industry, with emphasis on his extensive natural gas utilities knowledge, natural gas and oil midstream experience and large public company expertise.

LOGO

Independent Director Nominee

Committees:

Audit, Compensation

PETER S. WAREING

Peter S. Wareing, age 66, has been a director since 2005. Mr. Wareing is aco-founder and partnereach of the private equity firm Wareing, Athon & Company since 1988 and is involved in a variety of businesses. Mr. Wareing is Chairman of the Boards of Gulf CoastPre-Stress, Ltd., Texas Concrete Company and Tesco LLC. He also currently servesnominees as a trustee of Texas Children’s Hospital in Houston.

The Board determined that Mr. Wareing should be nominated for election as a director due to his extensive expertise in financial, business and corporate strategy development matters. The Board also values his civic leadership and involvement in the Houston business community.

directors.

LOGO


Independent Director Nominee

Committees:

Compensation (Chair),
Governance


​

The Board of Directors recommends a vote FOR the election of each of the nominees as directors.

​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​20​
TABLE OF CONTENTS​
Director Nomination Process

In assessing the qualifications of candidates for nomination as a director in addition to qualifications set forth in our bylaws,Fourth Amended and Restated Bylaws, adopted effective February 16, 2024 (the Bylaws), the Governance, Environmental and Sustainability Committee and the Board consider the following:

​
•
The nominee’s personal and professional integrity, experience, reputation, and skills;
​
•
The nominee’s ability and willingness to devote the time and effort necessary to be an effective board member;
​
•
The nominee’s commitment to act in the best interests of CenterPoint Energy and its shareholders;
​
•
The requirements under the listing standards of the New York Stock Exchange (NYSE) for a majority of independent directors, as well as qualifications applicable to membership on Board committees under the listing standards and various regulations; and
​
•
The Board’s desire that the directors possess a broad range of business experience, diversity, professional skills, geographic representation, and other qualities it considers important in light of our business plan.
​
​

8CenterPoint Energy

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

At least annually, the Governance, Environmental and Sustainability Committee reviews the overall composition of the Board, including the skills represented by incumbent directors, and the need for Board refreshment or expansion. The Board evaluates the makeup of its membership in the context of the Board as a whole, with the objective of recommending a group that (i) can effectively work together using its diversity of experience, skills, perspectives, and backgrounds to see that the Company is well-managed with a focus on achieving the Company’s near- and long-term business strategy and (ii) represents the interests of the Company and its shareholders.

In seeking new director candidates, the Governance, Environmental and Sustainability Committee and the Board consider the skills, expertise, and qualities that will be required to effectively oversee management of the business and affairs of the Company. The Governance, Environmental and Sustainability Committee and the Board also consider the diversity of the Board in terms of the geographic, gender, age, and ethnic makeup of its members. The Board believes that a diverse membership enhances the Board’s deliberations and promotes inclusiveness.
The Board evaluates the makeup of its membership in the context of the Board as a whole, with the objective of recommending a groupand management believe that can effectively work together using its diversity of experience, skills, perspectives and backgrounds to seeit is important that the Company is well-managed with a focus of achieving the Company’s long-term business strategy, and represents the interestsall aspects of the Company, including the Board and its shareholders.

employee population at large, represent the diverse communities in our service territories in order to better serve our customers. This commitment to diversity has been incorporated throughout the Company including, among other items:

•
Approximately 42% of our current executive officers are either gender or racially/ethnically diverse;
​
•
Approximately 45% of our Board is either gender or racially/ethnically diverse, with two directors who are both gender and racially/​ethnically diverse;
​
•
Diversity, Equity and Inclusion Council oversees the Company’s diversity, equity and inclusion efforts and is sponsored by our Executive Vice President and Chief Human Resources Officer, and our Executive Vice President and General Counsel;
​
•
Eight employee resource groups (ERGs) have been supported by our Board and executive management, including through participation by Board members and executive management in various employee presentations conducted by the Diversity, Equity and Inclusion Council and ERGs; and
​
•
A diversity, equity and inclusion negative-only modifier is included in executive officer short-term incentive compensation.
​
The Governance, Environmental and Sustainability Committee is committed to continuing to seek out diverse Board candidates, including gender diverse candidates, who possess skills that will help advance the near- and long-term strategic goals of the Company. Last year, in furtherance of this commitment, the Governance, Environmental and Sustainability Committee and the Board committed to appointing an additional gender diverse director. Pursuant to this commitment, the Board has nominated Ms. Barbara J. Duganier to join the Board.
Director Nominations
Suggestions for potential nominees for director can come to the Governance, Environmental and Sustainability Committee from a number of sources, including incumbent directors, officers, executive search firms and others. Ms. Biddle was identified as a director candidate through the Company’s engagement of an executive search firm, and Mr. Nesbitt was recommended to the Board as a director candidate by our Executive Chairman. If an executive search firm is engaged for this purpose, the Governance, Environmental and Sustainability Committee has sole authority with respect to the engagement. The Governance, Environmental and Sustainability Committee will also consider director candidates recommended by shareholders. The extent to which the Governance, Environmental and Sustainability Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​21​
TABLE OF CONTENTS
Governance, Environmental and Sustainability Committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board, and is at the Governance, Environmental and Sustainability Committee’s discretion. The Governance, Environmental and Sustainability Committee and the Board evaluate the desirability for incumbent directors to continue on the Board following the expiration of their respective terms, taking into account their contributions as Board members, and the benefit that results from increasing insight and experience developed over a period of time.

Shareholders may submittime and the namesskills needed to achieve the Company’s near- and other information regarding individuals they wish to be considered for nominationlong-term business strategy.

Additionally, in connection with the Board’s ongoing refreshment process, Messrs. Malik and Raven were identified as directors by writingdirector candidates and recommended to the Board by Mr. Cummings. The Governance, Environmental and Sustainability Committee evaluated Messrs. Malik and Raven, among other candidates, and recommended Messrs. Malik’s and Raven’s appointment to the Board. The Board appointed Messrs. Malik and Raven to the Board effective September 28, 2023.
In addition, the Governance, Environmental and Sustainability Committee evaluated and recommended Mr. Wells be appointed to the Board in connection with his promotion to President and Chief Executive Officer. The Board appointed Mr. Wells to the Board effective January 5, 2024. Further, Ms. Duganier was identified as a director candidate and recommended to the Board by a third-party executive search firm. The Governance, Environmental and Sustainability Committee evaluated Ms. Duganier, among other candidates, and recommended Ms. Duganier’s nomination to the Board. The Board approved the nomination of Ms. Duganier.
Bylaw Requirements for Director Nominations
Our Bylaws provide that a shareholder may nominate a director for election if the shareholder sends a notice to our Corporate Secretary, as provided inwhich must be received at our bylaws,principal executive offices no earlier than the close of business on October 28, 2024, and not later than the close of business on January 24, 2025, for the 2025 annual meeting. However, if the 2025 annual meeting is held before March 27, 2025 or after June 25, 2025, such written notice must be received by our Corporate Secretary at the address indicated on the first page of this proxy statement. To be considered for nomination by the Board of Directors, submissions of potential nominees should be madeour principal executive office no later than November 15 in the yearclose of business on the 180th day prior to such annual meeting and not later than the last to occur of the close of business on (i) the 90th day prior to such annual meeting ator (ii) the tenth day following the day on which the election is to occur.

Company first makes public announcement of the date of such meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws, including the information and statement required by the universal proxy rules under Rule 14a-19(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). You may obtain a copy of our Bylaws describing the requirements for the nomination of director candidates by shareholders on our website at https://investors.centerpointenergy.com/governance.

Proxy Access Requirements

In February 2017, we proactively adopted amendments for Director Nominations

Our Bylaws also allow eligible shareholders to nominate a candidate for election to our bylaws to implementBoard for inclusion in our proxy access formaterials in accordance with the “proxy access” provisions of our shareholders. These proxy access amendments permitBylaws, which permits a nominating group of up to 20 shareholders owning three percent or more of our common stock continuously for at least three years to nominate and include in our proxy materials for an annual meeting of shareholders director candidates constituting up to the greater of (i) 20 percent (or if such amount is not a whole number, the closest whole number below 20 percent) of our Board or (ii) two, provided that the shareholder (or group) and each nominee satisfy the requirements specified in our bylaws.Bylaws. An eligible shareholder wishing to nominate a candidate for election to the Board at the 20192025 annual meeting of our shareholders in accordance with the “proxy access” provisions in our Bylaws must provide such notice to our Corporate Secretary no earlier than November 27, 20182024 and nonot later than December 27, 2018.2024. However, if the 2025 annual meeting is held before March 27, 2025 or after June 25, 2025, such written notice must be received by our Corporate Secretary not earlier than 150 days prior to such annual meeting and not later than the last to occur of the close of business on (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which we first makes public announcement of the date of such meeting. Any such notice and accompanying nomination materials must meet the requirements set forth in our bylaws,Bylaws, which are publicly available athttp:https://investors.centerpointenergy.com/corporate-governance.cfmgovernance.

Waiver of Mandatory Retirement Age
The Board believes it is important to balance refreshment with the need to retain directors who have developed, over a period of time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders. Since 2020, there have been 9 new directors appointed to the Board, and the Board’s aggregate average tenure is approximately 3.6 years, well below the average tenure of approximately 7 years for S&P 500 companies.
Mr. Phillip R. Smith, an independent director, Independent Chair of the Board, Chair of the Audit Committee, and our Audit Committee “financial expert” per U.S. Securities and Exchange Commission (SEC) regulations, will turn 73 years old in December 2024. Under the Company’s Bylaws, there is a mandatory retirement age policy for non-employee directors that provides no person shall serve as a director subsequent to the annual meeting of shareholders occurring during the year of such person’s 73rd birthday unless the Board waives the mandatory retirement age based on its determination that the director has special skills, experiences, or distinction having value to the Company that is not readily available or transferable.
For Mr. Smith to be nominated as a director to the Board at this annual meeting, a waiver of the mandatory retirement age is required. After appropriate consideration and discussion, and upon the recommendation of the disinterested members of the
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Governance, Environmental and Sustainability Committee, the disinterested members of our Board determined that it is in the best interest of the Company and its shareholders to waive the mandatory retirement age for Mr. Phillip R. Smith for a period of two (2) years.
In support of this waiver, the Board carefully considered the following: Mr. Smith’s extensive knowledge of the Company and industry through his several years of service as a director of the Company, particularly considering the Board’s ongoing refreshment and resulting low average tenure of the Board; his ability to support the recent Chief Executive Officer transition; his leadership as Chair of the Audit Committee of the Board; his desire, skills and time commitment to continue to guide and serve the Company in executing its strategy as Independent Chair of the Board; and Mr. Smith’s commitment to assisting the next Chair of the Audit Committee of the Board to ensure a smooth transition for the Audit Committee.
Annual Board Self-Assessment

and Director Peer Evaluation

The Board of Directors conducts a self-assessment of its performance and effectiveness as well as that of the fourthree standing committees on an annual basis. The purpose of the self-assessment is to track progress from year to year and to identify ways to enhance the Board’s and its Committees’committees’ effectiveness. Further, the Board, of Directors, as part of its self-assessment, evaluates management’s preparation for Board and Committeecommittee meetings and the content presented at such meetings. As part of the assessment, each director completes a written questionnaire developed by the Governance, Environmental and Sustainability Committee to provide feedback on the effectiveness of the Board and its Committees. committees.
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Additionally,

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Item 1: Election of Directors (continued)

in conjunction with this process, each director completes an individual evaluation for each of the other directors. The collective ratings and comments of the directors are compiled and presented by Mr. Pound, the chairmanIndependent Chair of the Board, or by the Chair of the Governance, Environmental and Sustainability Committee, or by Mr. Carroll, with respect to Mr. Pound’sthe Independent Chair of the Board’s evaluation, to the Governance, Environmental and Sustainability Committee and the full Board for discussion and action.

action in connection with the director nomination process.

Director Independence

The Board of Directors determined that Messrs. Johnson*Cummings, Franklin, Malik, Nesbitt*, McLean, Pound, Raven, Smith, Somerhalder and WareingSmitherman and Mses. Longoria*Cloonan, Duganier, and RheneyLewis are independent within the meaning of the listing standards for general independence of the New York Stock Exchange. The Board of Directors has determined that should Ms. Biddle and Mr. Nesbitt be elected to serve on the Board of Directors, each of them would be independent within the meaning of the listing standards for general independence of the New York Stock Exchange.

NYSE.

Under the listing standards, a majority of our directors must be independent, and the Audit, Compensation, and Governance, Environmental and Sustainability Committees are each required to be composed solely of independent directors. The standards for audit committee and compensation committee membership include additional requirements under rules of the Securities and Exchange Commission.SEC. The Board has determined that all of the members of each of its standing committees meet the applicable independence requirements. The listing standards relating to general independence require an affirmative determination by the Board that the director has no material relationship with the listed company and contain a listing of several specific relationships that preclude independence.

As contemplated by New York Stock Exchange rules then in effect,

Additionally, the Board has adopted categorical standards in 2004 to assist in making determinations of independence. Under the rules then in effect, relationships falling within the categorical standards were not required to be disclosed or separately discussed in the proxy statement in connection with the Board’s independence determinations.

The categorical standards cover two types of relationships. The first type involves relationships of the kind addressed in either:

•

the rules of the Securities and Exchange CommissionSEC requiring proxy statement disclosure of relationships and transactions; or

​

•
the New York Stock ExchangeNYSE listing standards specifying relationships that preclude a determination of independence.

​
For those relationships, the categorical standards are met if the relationship neither requires disclosure nor precludes a determination of independence under either set of rules.

The second type of relationship is one involving charitable contributions by CenterPoint Energy to an organization in which a director is an executive officer. In that situation, the categorical standards are met if the contributions do not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years.

In making its subjective determination regarding the independence of Messrs. Johnson,* McLean,Cummings, Franklin, Malik, Nesbitt*, Pound, Raven, Smith, Somerhalder and WareingSmitherman and Mses. Longoria*Cloonan, Duganier, and Rheney,Lewis, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they related to the Company and Company management. The Board considered the transactions in the context of the New York Stock Exchange’sNYSE’s objective listing standards, the categorical standards noted above, and the additional standards established for members of audit, compensation and governance committees.


*
Mr. Nesbitt will continue to serve on the Board until the 2024 Annual Meeting.
​
*​

Will continue to serve on the Board until the 2018 Annual Meeting.

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Item 1: Election of Directors (continued)

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Code of Ethics and Ethics and Compliance Code

We have a Code of Ethics for our Chief Executive Officer and Senior Financial Officers, which group consists of our Chief Financial Officer, Chief Accounting Officer, Treasurer, and Assistant Controller. We will post information regarding any amendments to, or waivers of, the provisions of this code applicable to these officers at the website location referred to below under “Website Availability of Documents.”

We also have an Ethics and Compliance Code applicable to all directors, officers, and employees. This code addresses, among other things, issues required to be addressed by a code of business conduct and ethics under New York Stock ExchangeNYSE listing standards. Any waivers of this code for executive officers or directors may be made only by the Board of Directors or a committee of the Board and must be promptly disclosed to shareholders.

In 2017,2023, no waivers of our Code of Ethics or our Ethics and Compliance Code were granted.

Conflicts of Interest and Related-Party Transactions

The Governance, Environmental and Sustainability Committee will address and resolve any issues with respect to related-party transactions and conflicts of interest involving our executive officers, directors or other “related persons” under the applicable disclosure rules of the Securities and Exchange Commission.

SEC.

Our Ethics and Compliance Code provides that all directors, executive officers and other employees shouldmust avoid actual conflicts of interest as well aseven the appearance of a conflict of interest, and our Code of Ethics for our Chief Executive Officer and Senior Financial Officers similarly obligates the employees covered by that Code of Ethics (our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Assistant Controller) to handleavoid taking actions that would create actual or apparent conflicts of interest. Employees are advised to seek guidance or prior written approval from the Company to help avoid certain conflicts of interest, between personal and professional relationshipsto contact the Ethics & Compliance Department for assistance in an ethical manner. Under our Ethics and Compliance Code, prior approval is required for any significant financial interest with suppliers, partners, subcontractorsresolving potential or competitors. Any questionable situation is required to be disclosed to the Legal Department or an employee’s direct manager.

actual conflict of interests.

We have a written policy regarding related-party transactions. Pursuant to our Corporate Governance Guidelines, the Governance, Environmental and Sustainability Committee Charter, and our Related-Party Transaction Approval Policy, the Board has delegated to the Governance, Environmental and Sustainability Committee the responsibility for reviewing and resolving any issues with respect to related-party transactions and conflicts of interests involving executive officers or directors of the Company or other related persons under the applicable rules of the Securities and Exchange Commission.SEC. The Company’s Corporate Governance Guidelines require that (i) each director shall promptly disclose to the ChairmanChair of the Board and the Chair of the Governance, Environmental and Sustainability Committee any potential conflicts of interest he or she may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters and (ii) the ChairmanChair of the Governance, Environmental and Sustainability Committee shall promptly advise the other members of the Governance, Environmental and Sustainability Committee of any potential conflicts of interest he or she may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters.

The Office of the Corporate Secretary periodically gathers information from directors and executive officers regarding matters involving potential conflicts of interest or related-party transactions and provides that information to the Governance, Environmental and Sustainability Committee for review. Directors and executive officers are also required to inform the Company immediately of any changes in the information provided concerning related-party transactions in which the director or executive officer or other related person was, or is proposed to be, a participant. In accordance with our Related-Party Transaction Approval Policy, the standard applied in approving the transaction is whether the transaction is in the best interests of the Company and its shareholders.

There were no related-party transactions in 20172023 that were required to be reported pursuant to the applicable disclosure rules of the Securities and Exchange Commission.

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Item 1: Election of Directors (continued)

Majority Voting in Director Elections

Overview.

Our bylawsBylaws include a majority voting standard in uncontested director elections. This standard applies to the election of directors at this meeting. To be elected, a nominee must receive more votes cast “for” that nominee’s election than votes cast “against” that nominee’s election.election at the annual meeting. In contested elections, the voting standard will be a plurality of votes cast. UnderThe definition of contested and uncontested director elections are set forth in our bylaws, contested elections occur where, as of a date that is 14 days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors to be elected.

Bylaws. Our Corporate Governance Guidelines include director nominee resignation procedures. In brief, these procedures provide that:

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​
•
Incumbent director nominees must submit irrevocable resignations that become effective upon and only in the event that (1) the nominee fails to receive the required vote for election to the Board at the next annual meeting of shareholders at which such nominee facesre-election and (2) the Board accepts such resignation;
​
​
​
•
Each director candidate who is not an incumbent director must agree to submit an irrevocable resignation upon election or appointment as a director;
​
​
​
•
Upon the failure of any nominee to receive the required vote, the Governance, Environmental and Sustainability Committee makes a recommendation to the Board on whether to accept or reject the resignation;
​
​
​
•
The Board takes action with respect to the resignation and publicly discloses its decision and the reasons therefor within 90 days from the date of the certification of the election results; and
​
​
​
•
The resignation, if accepted, will be effective at the time specified by the Board when it determines to accept the resignation, which effective time may be deferred until a replacement director is identified and appointed to the Board.
​
​

Our bylawsBylaws and our Corporate Governance Guidelines can be found on our website athttp:https://investors.centerpointenergy.com/corporate-governance.cfm.

governance.

Board Leadership

Separation of Chair and Chief Executive Officer Roles
The offices of ChairmanChair of the Board and Chief Executive Officer are currently separate and have been separate since the formation of the Company as a new holding company in 2002. The Board believes that the separation of the two roles continues to provide, at present, the best balance of these important responsibilities with the ChairmanChair of the Board directing boardBoard operations and leading oversight of the Chief Executive Officer and management, and the Chief Executive Officer focusing on developing and implementing the Company’s board-approvedBoard-approved strategic vision and managing itsday-to-day business. The Board believes that separating the offices of ChairmanChair of the Board and Chief Executive Officer, coupled with regular executive sessions with only independent directors present, helps strengthen the Board’s independent oversight of management and provides an opportunity for the Board members to have more direct input to management in shaping the organization and strategy of the Company.

A presiding independent director (typically the Independent Chair of the Board) leads the executive sessions. The presiding director provides the independent directors with a key means for communication and collaboration.

Independent Chair Governance Structure
Further, in July 2021, in response to extensive shareholder feedback and the evaluation of evolving governance practices, the Company announced the creation and appointment of the Independent Chair of the Board role and the elimination of the Executive Chair position. The Board determined that this transition was necessary for the Company to continue to advance its strategic plan to drive sustainable value for the benefit of all its stakeholders. This transition to the Independent Chair role reaffirms the separation of the Chief Executive Officer and Chair of the Board roles. The Independent Chair is designated by the independent members of the Board. In addition to other roles that may arise from time to time, the Independent Chair has the following duties and responsibilities:
•
preside at all meetings of the Board, including executive sessions of the independent directors;
​
•
preside at annual and special meetings of shareholders;
​
•
take a leading role in succession planning efforts;
​
•
solicit the non-management directors for advice on agenda items for meetings of the Board;
​
•
collaborate with the Chief Executive Officer in developing the agendas for meetings of the Board and its committees and approve such agendas;
​
•
serve as a liaison between the Chief Executive Officer and the independent directors;
​
•
call meetings of the directors;
​
•
consult with the Chief Executive Officer on and approve information that is sent to the Board;
​
•
review major activities and plans of the Company with the Chief Executive Officer;
​
•
confer with the Chief Executive Officer regarding the development, implementation, and monitoring of near- and long-term strategic plans for the Company;
​
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•
monitor performance of the Chief Executive Officer and provide input to the Compensation Committee concerning the compensation arrangements for the Chief Executive Officer;
​
•
engage with employees;
​
•
from time to time, engage with shareholders and other stakeholders of the Company; and
​
•
recruit and mentor non-employee directors.
​
As part of the Board’s annual consideration of the slate of nominees for election to the Board, the Board evaluates whether a change in the non-management director serving as Independent Chair of the Board is advisable. Effective February 2024, the Board appointed Phillip R. Smith as the new Independent Chair of the Board. In support of this transition, the Board considered, among other things: Mr. Smith’s extensive knowledge of the Company and utility industry through his several years of service as a director of the Company, particularly considering the Board’s ongoing refreshment and resulting lower average tenure of the Board; his ability to support the recent Chief Executive Officer transition; the Board’s continued focus on succession planning; Mr. Smith’s public company governance experience and other qualifications and skills; Mr. Smith’s leadership as Chair of the Audit Committee of the Board; and Mr. Smith’s desire and time commitment to continue to guide and serve the Company in executing its strategy.
The Board’s Role in Risk Oversight

CenterPoint Energy is a public utility holding company that, through its subsidiaries, owns and operates electric transmission, distribution, and generation facilities and natural gas distribution facilities. Risks are inherent in these businesses and investments, including, among other risks, regulatory and compliance risks, safety and operational risks, financial risks, environmental and climate risks, and cybersecurity risks. The Board of Directorshas responsibility for, and is actively involved in, the oversight of risks that could impact the Company, and risk oversight is the responsibility of the full Board.Company. Our Corporate Governance Guidelines specify that the Board has ultimate oversight responsibility for the Company’s system of enterprise risk management.

Management is responsible for developing and implementing the Company’s program of enterprise risk management. A risk oversight committee, which is composed of senior executives from across the Company, monitors and oversees compliance with the Company’s risk control policy. An officer ofmajor risks facing the Company who reports to

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  2018 Proxy Statement  

Item 1: Election of Directors (continued)

the Chief Financial Officer,as well as reviews risk assessments and controls for certain business activities, among other things. The Company’s Executive Vice President and General Counsel facilitates risk oversight committee meetings,meetings. The Company’s enterprise risk management function further supports executive management’s, operational management’s, and provides daily risk assessment and control oversight for commercial activities. Membersfunctional management’s execution of executive management also participate inthe Company’s strategic business objectives by conducting ongoing risk assessments and assisting with risk mitigation planning.

Throughout the year, the Board participates in reviews with management of the Company’s risk management process, the major risks facing the Company and steps taken to mitigate those risks. Board reviews include litigation and other legal matters, regulatory developments, business operations, budget and policy, cyber-security, safety and industry and economic developments. The Board also approves overall corporate risk limits. In addition, existing committeesthe following areas, among others:
​
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​​Safety​​
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​​Regulatory and legislative developments​
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​​Business strategy and policy, including industry and economic developments​​
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​​Cybersecurity and data privacy​
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​​Operations and system integrity​​
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​​Human capital management​
​
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​​Litigation and other legal matters​​
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​​Annual budget, including capital investment plan​
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​​Supply chain​​
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​​Net zero and carbon emissions reduction goals and generation transition​
To help the Board carry out its responsibility for risk oversight, by focusingthe Board’s standing committees focus on the following specific key areas of risk:

​Committee
Committee​​Risk Oversight Responsibilities​

Audit   

​		Audit

Financial​

​Accounting and accountingfinancial matters, including compliance with legal and regulatory requirements, and financial reporting and internal controls systems,

review of the Company’s enterprise risk management process, and cybersecurity		​

Compensation   

​		Compensation​​Compensation policies and practices, human capital management, and succession planning​

Finance   

​		Governance, Environmental and Sustainability

Financial affairs of the Company and its subsidiaries, including the Company’s capital structure

Governance   

​		​Corporate governance, including Board structure, environmental matters, including those related to climate change, and sustainability, including our net zero and carbon emissions reduction goals​

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The Board believes that the administration of its risk oversight function has not affected its leadership structure. In reviewing the Company’s compensation program, the Compensation Committee has made an assessment of whether compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and has concluded that they do not create such risks as presently constituted.

Executive Succession Planning and Leadership Development

Our

The Compensation Committee along with the full Board, of Directors is actively engaged inled by the Independent Chair, oversee management succession planning forand talent development with continued focus on designing a succession planning program to support the positionexecution of the Company’s long-term growth strategy. As part of its succession planning strategy, the Board and the Compensation Committee regularly discuss with the Chief Executive Officer and other key executive positions. To assistthe Chief Human Resources Officer, the Company’s existing leadership and the Company’s process for identifying and developing potential internal candidates as successors to current leadership. During 2023, the Board our Executivediscussed succession planning at the majority of its regularly scheduled Board meetings. The Compensation Committee consistingand the Board particularly emphasize the importance of ourdeveloping a deep leadership pipeline that also prioritizes the objective that leadership be representative of the diverse communities in which the Company operates. Further, the Board interacts with potential future leaders of the Company through formal presentations at Board meetings and informal events. As part of its robust succession planning, the Board utilizes third-party advisors in addition to internal pipelines and resources.
During the Company’s shareholder engagement efforts since the onset of the Company’s leadership transition in 2020, shareholders have expressed interest in the Company’s succession planning process. In response to shareholder feedback and the implementation of good governance practices, in addition to the Compensation Committee, the Board has been regularly and actively engaged in robust succession planning, which to date has resulted in refreshment of the senior management team, including the appointment of David J. Lesar as President and Chief Executive Officer in 2020, the streamlined organizational leadership structure announced in January 2023, the appointment of Christopher A. Foster as Executive Vice President and certain executive officers reporting directly to ourChief Financial Officer in May 2023, and most recently, the appointment of Jason P. Wells as President and Chief Executive Officer, meets on at least a quarterly basis to conduct talent reviews and discuss succession planning and leadership development, which are key corporate priorities for the Board and management. The results of these quarterly discussions are reviewed by, and discussed with, the Compensation Committee at least annually. Based on feedback from our Compensation Committee, our Chief Executive Officer provides the Board with an assessment of senior executive talent, including potential of such talent to succeed to the position of Chief Executive Officer or other key executive positions, readiness for succession and development opportunities.

effective January 5, 2024.

Director Attendance

Last year, the Board met five9 times, and the standing committees met a total of 17 times. EachOther than Mr. Nesbitt, each incumbent director attended more than 75% of the meetings of the Board of Directors and each of the committees on which he or she served.

served during 2023.

Directors are expected to attend annual meetings of shareholders. All then-current directors who were standing for reelection and nominees attended the 20172023 annual meeting.

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Item 1: Electionmeeting of Directors (continued)

shareholders.

Board Organization and Committees

The Board oversees the management of the Company’s business and affairs. The Board appoints committees to help carry out its duties. Messrs. CarrollWells, Cummings, and ProchazkaNesbitt do not currently serve on any standing committees. The following table sets forth the standing committees of the Board and their members as of the date of this proxy statement,Proxy Statement, as well as the number of meetings each committee held during 2017:

Director 

Audit

Committee

 

Compensation

Committee

 

Finance

Committee

 

Governance

Committee

Michael P. Johnson*

 ✓  ✓  

Janiece M. Longoria*

 ✓  ✓  

Scott J. McLean

  ✓ ✓  

Theodore F. Pound

  ✓  Chair

Susan O. Rheney

   Chair ✓

Phillip R. Smith

 Chair; Financial Expert   ✓

John W. Somerhalder II

 ✓ ✓   

Peter S. Wareing

  Chair  ✓

Number of Meetings Held in 2017

 5 4 4 4
2023:
​Director​​Audit
Committee		​​Compensation
Committee		​​Governance,
Environmental
and Sustainability
Committee		​
​Wendy Montoya Cloonan​​​​​✓​​Chair*​
​Christopher H. Franklin​​✓​​​​​✓​
​Raquelle W. Lewis​​​​​✓​​✓​
​Thaddeus J. Malik**​​✓​​✓​​✓​
​Theodore F. Pound​​✓​​Chair​​​​
​Ricky A. Raven**​​​​​✓​​✓​
​Phillip R. Smith​​Chair; Financial Expert​​​​​✓​
​Barry T. Smitherman​​✓​​✓​​​​
​Number of Meetings Held in 2023​​7​​5​​5​
​
 *
Effective March 1, 2024, Ms. Cloonan was appointed to serve as the Chair of the Governance, Environmental and Sustainability Committee. Mr. Cummings served as Chair of the Governance, Environmental and Sustainability Committee from Sept. 2021 to March 1, 2024.
​
**
Messrs. Malik and Raven were appointed to the Board of Directors on September 28, 2023.
​
​*
CenterPoint Energy, Inc.   2024 Proxy Statement

Will continue to serve on the Board until the 2018 Annual Meeting.

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​Audit Committee

AUDIT

COMMITTEE

​		​

The primary responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibility for:

•
the integrity of our financial statements;

​
•
the qualifications, independence and performance of our independent auditors;

registered public accounting firm;

​
•
the performance of our internal audit function; and

​
•
compliance with legal and regulatory requirements and requirements;
​
•
our systems of disclosure controls and internal controls.

controls;

​
•
our enterprise risk management process;
​
•
our cybersecurity program; and
​
•
political contributions made by the Company’s political action committees.
​
The Audit Committee has sole responsibility to appoint and, where appropriate, replace our independent auditorsregistered public accounting firm and to approve all audit engagement fees and terms. Please refer to “Report of the Audit Committee” for further details.

The Board of Directors has determined that Mr. Smith, the ChairmanChair of our Audit Committee, is an audit committee financial expert within the meaning of the regulations of the Securities and Exchange Commission.

SEC.
​
​Compensation Committee

COMPENSATION

COMMITTEE

​		​

The primary responsibilities of the Compensation Committee are to:

•
oversee compensation for our seniornamed executive officers and certain other officers, including salary and short-term and long-term incentive awards;

​
•
administer incentive compensation plans;

​
•
oversee the Company’s recoupment policies;
​
•
evaluate our Chief Executive OfficerOfficer’s performance;

​
•
review management succession planning and development;

​
•
review and monitor the Company’s diversity and inclusionhuman capital management practices; and

​
•
select, retain, and oversee the Company’s compensation consultant.

​
For information concerning policies and procedures relating to the consideration and determination of executive compensation, including the role of the Compensation Committee and its report concerning Compensation Discussion and Analysis, see “Compensation Discussion and Analysis” and “Report of the Compensation Committee,” respectively.

14CenterPoint Energy​

​

  2018

CenterPoint Energy, Inc.   2024 Proxy Statement

​		​28​

Item 1: Election of Directors (continued)

TABLE OF CONTENTS​
​Governance, Environmental and Sustainability Committee

FINANCE

COMMITTEE

​		​

The primary responsibilities of the Finance Committee are to assist the Board in fulfilling its oversight responsibility for:

•    reviewing management’s recommendations regarding capital structure objectives, parameters and forecasts, including liquidity, short-term and long-term financial requirements, credit exposures, target credit ratings and related financial risk;

•    reviewing management’s recommendations regarding the financing plan, proposed financing transactions and use of derivatives and, following such review, making recommendations to the Board, as appropriate;

•    approving pricing and other terms and conditions relevant to specific transactions in the capital markets and other financing transactions, if authorized by the Board, or recommend that the Board authorize management to determine such terms and conditions;

•    authorizing share repurchases, new series of preferred or preference stock and exchange offers, if authorized by the Board;

•    reviewing and recommending for approval by the Board the declaration of dividends, including the amount and record date of dividends;

•    reviewing the Company’s risk transfer strategies; and

•    reviewing and approving the Company’s short-term investment policy.

GOVERNANCE

COMMITTEE

The primary responsibilities of the Governance, Environmental and Sustainability Committee are to:

•
identify, evaluate, and recommend, for the approval of the entire Board, of Directors, potential nominees for election to the Board;

​
•
recommend membership on standing committees of the Board;

​
•
address and resolve any issues with respect to related-party transactions and conflicts of interest involving our executive officers, directors or other “related persons”;

​
•
review the independence of each Board member and make recommendations to the Board regarding director independence;

​
•
oversee annual evaluations of the Board and its standing committees, including individual director evaluations;

​
•
review any shareholder proposals submitted for inclusion in our proxy statement and make recommendations to the Board regarding the Company’s response;

​
•
review and recommend fee levels and other elements of compensation fornon-employee directors;

​
•
evaluate whether to accept a conditional resignation of an incumbent director who does not receive a majority vote in favor of election in an uncontested election;
​
•
review the Company’s programs, practices, initiatives, and

strategies relating to environmental and sustainability matters, including matters related to climate change; and

​
•
establish, periodically review, and recommend to the Board any changes to our Corporate Governance Guidelines.

​
For information concerning policies and procedures relating to the consideration and determination of compensation of our directors, including the role of the Governance, Environmental and Sustainability Committee, see “Compensation of Directors.”

​

Executive Sessions of the Board

Our Corporate Governance Guidelines provide that the members of the Board of Directors who are not officers of CenterPoint Energy will hold regular executive sessions without management participation. If at any time thenon-management directors include one or more directors who do not meet the listing standards of the New York Stock ExchangeNYSE for general independence, the Board must hold an executive session at least once each year including

Always There®15

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

only thenon-management directors who are also independent. An executive session of independent directors is currently scheduled in conjunction with each regular meeting of the Board of Directors.Board. Currently, the Governance Committee ChairmanIndependent Chair of the Board (Mr. Pound)Smith) presides at these sessions.

Shareholder Engagement and Communications with Directors

The Company believes that good governance practices include maintaining a consistent and transparent dialogue throughout the year with our shareholders whichand that understanding the perspectives and interests of shareholders helps contribute to the Company’s long-term success. Accordingly,Each year, we engage in shareholder outreach through various engagement channels and solicit feedback on a number of topics. The Board and its committees, as appropriate, receive periodic reports regarding the feedback received as part of the Company’s engagement efforts. Based on the feedback received, the Board and its committees, as appropriate, review the Company’s policies and programs. The below chart outlines our senior management, investor relations teamannual engagement program and corporate governance team contacted shareholders representing approximately 50% of our outstanding shares during 2017. With those shareholders and institutional investors who accepted our offer to engage, we discussed a range of topics, including corporate governance issues, business strategy, industry developments, climate change, executive compensation practices and proxy statement disclosure.

highlights recent shareholder engagement efforts.

​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​29​
TABLE OF CONTENTS​​
​CenterPoint Energy Annual Engagement Program​
​
Engagement Objectives
•
Use multiple engagement channels throughout the year:
​
•
Conduct direct meetings with shareholders
​
•
Engage with proxy governance teams of institutional investors
​
•
Attend analyst conferences and road shows
​
•
Host investor days from time to time
​
•
Attend industry specific conferences
​
​​
Company Participants
•
Team of individuals who may meet with shareholders, including representatives from:
​
•
Senior Leadership (executive officers and future leaders of the Company)
​
•
Investor Relations
​
•
Corporate Governance
​
•
HR/Compensation
​
•
Environmental and Corporate Sustainability
​
•
Compensation Committee
​
​​
Topics Discussed
•
In addition to any topics raised by a shareholder, we solicit feedback on a range of topics, including:
​
•
Executive compensation program and practices
​
•
Corporate governance matters, including succession planning and Board refreshment
​
•
Environmental matters, including our carbon emissions reduction disclosures and goals
​
​
​Recent Shareholder Engagements​
​
Engagement Objectives
•
As part of our annual meeting engagement process, we contacted shareholders representing 67% of our outstanding shares of common stock and engaged with shareholders representing approximately 35% of our outstanding shares in late 2023 and early 2024
​
​​
Company Participants
•
Shareholders met with key members of our executive leadership representing Human Resources, Investor Relations, and Corporate Governance
​
•
For our late 2023—early 2024 engagement, the Chair of the Compensation Committee was available upon the request of the shareholder. Only one shareholder requested a meeting with the Chair of the Compensation Committee, who met with that shareholder.
​
​​
Topics Discussed
•
In addition to any topics raised by a shareholder, we solicited feedback on a range of topics, including:
​
•
CEO transition and management succession planning;
​
•
Executive compensation program;
​
•
Board succession planning; and
​
•
Our generation transition and net zero and carbon emissions reduction goals
​
​
​Feedback Received​
​
•
Shareholders were generally supportive of the Company’s executive compensation structure
​
•
At the 2023 Annual Meeting, approximately 82.6% of shareholders voted for the Company’s executive compensation
​
•
Shareholders were generally supportive of the Company’s sustainability efforts
​
•
Shareholders were pleased with the communication regarding the Company’s executive succession planning, noting that the Company’s organizational changes were effectively communicated through press releases
​
​
Communications with Directors
Interested parties who wish to make concerns known to thenon-management directors may communicate directly with thenon-management directors by making a submission in writing to “Board of Directors (independent members)” in care of our Corporate Secretary at the address indicated on the first page of this proxy statement.1111 Louisiana, Houston, TX 77002 or for deliveries by U.S. Postal Service, P.O. Box 4567, Houston, TX 77210-4567. Aside from this procedure for communications with thenon-management directors, the entire Board of Directors will receive communications in writing from shareholders. Any such communications should be addressed to the Board of Directors in care of the Corporate Secretary at the same address.

Website Availability of Documents

CenterPoint Energy’s Annual Report onForm 10-K, Corporate Governance Guidelines, the charters of the Audit Committee, Compensation Committee, Finance Committee and Governance, Environmental and Sustainability Committee, the Code of Ethics for Chief Executive Officer and Senior Financial Officers, and the Ethics and Compliance Code can be found on ourits website athttp:https://investors.centerpointenergy.com/corporate-governance.cfmgovernance. Additionally, CenterPoint Energy’s Corporate Sustainability Report and related disclosure can be found on its website at www.sustainability.centerpointenergy.com. Unless specifically stated herein, documents and information on our websiteCenterPoint Energy’s websites are not incorporated by reference in this proxy statement.

Proxy Statement.

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CenterPoint Energy, Inc.   2024 Proxy Statement
​​30​
TABLE OF CONTENTS​
Compensation of Directors

The Governance, Environmental and Sustainability Committee of the Board oversees fee levels and other elements of compensation for CenterPoint Energy’snon-employee directors.

The Governance, Environmental and Sustainability Committee evaluates on an annual basis the non-employee director compensation program with a view to approximate CenterPoint Energy’s peer group median and align non-employee director compensation with our shareholders’ interests. This evaluation considers the significant time expended and background, experience and skill levels required to fulfill the duties of a non-employee director. The Governance, Environmental and Sustainability Committee’s independent compensation consultant annually benchmarks and evaluates the competitiveness of CenterPoint Energy’s non-employee directors’ compensation program, including a comparison of the compensation components to that of peer companies. Based on the Governance, Environmental and Sustainability Committee’s recommendations, the Board then determines the final compensation for all non-employee directors each year.

Directors receive a cash retainer and are eligible to receive annual grants of our common stock under the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended. Directors no longer receive meeting fees, and participation in a plan providing split-dollar life insurance coverage has been discontinued for directors commencing service after 2000.

fees.

Stock ownership guidelines fornon-employee directors were originally adopted in February 2011. Under the current guidelines, eachnon-employee director is required to own shares of CenterPoint Energy common stock with a value equal to at least five times the director’s regular annual cash retainer. New directors are required to attain the specified level of ownership within five years of joining the Board.

Retainer Fees

Retainers are paid to ournon-employee directors on a quarterly basis in arrears. Ournon-employee directors receivedreceive an annual retainer of $100,000.$125,000. The ChairmenChairs of the Audit, Compensation, and CompensationGovernance, Environmental and Sustainability Committees each receive a supplemental annual retainer of $20,000 for service as committee chairmen. The Chairmenchair. In addition to the annual retainer, our Independent Chair of the Finance and Governance Committees each receiveBoard receives a supplemental retainer for his services to the Board. Our current non-employee annual and supplemental retainer of $15,000 for servicefees are as committee chairmen. follows:
​Type of Retainer Fee​​Current Retainer Fee​
​Annual Cash Retainer for Non-Employee Directors​​​$125,000​​
​Annual Standing Committee Chair Supplemental Retainers​​​​​​​
​Audit Committee Chair​​​$20,000​​
​Compensation Committee Chair​​​$20,000​​
​Governance, Environmental and Sustainability Committee Chair​​​$15,000​​
​Annual Independent Chair of the Board Retainer​​​$185,000​​
Fees earned or paid in 20172023 are set forth in the Fees Earned or Paid in Cash column of the Director Compensation Table.

16CenterPoint Energy

  2018 Proxy Statement  

Item 1: ElectionIndependent Chair Retainer

The Board believes that, given the important role of Directors (continued)

the Independent Chair as the leader of the Board, a retainer for the Independent Chair continues to be warranted and is generally consistent with the practice at other large public companies who have an Independent Chair. For example, the Independent Chair serves as a trusted advisor to the Chief Executive Officer and a qualified and experienced Independent Chair supports the Company’s performance as it continues to execute on its near- and long-term strategic plan. In addition, the Independent Chair takes on additional responsibilities as discussed above in “Board Leadership.”

Stock Plan for Outside Directors

Eachnon-employee director serving as of May 1, 20172023 was granted an annual stock award under our Stock Plan for Outside Directors in 2017.2023. The cash value of these awards, as of the grant date, is set annually by the Board. The number of shares awarded is then determined by dividing the cash value by the fair market value of the common stock on the grant date. In 2017,2023, for eachnon-employee director serving as of May 1, 2017,2023, the Board determined a cash value for the stock award, as of the grant date, of $130,000,$170,000, resulting in a stock award to eachnon-employee director of 4,5925,541 shares of common stock.

Grants made The annual stock awards granted under this plan vest on the first anniversary of the grant date. Grants alsoour Stock Plan for Outside Directors are immediately fully vest in the event of the director’s death orvested upon a change in control (defined in substantially the same manner as in the change in control plan for certain officers described in “Potential Payments upon Change in Control or Termination”). Upon vesting of the awards, each director receives, in addition to the underlying shares, a cash payment equal to the amount of dividend equivalents earned since the date of grant.

If a director’s service on the Board is terminated for any reason other than death or a change in control, the director forfeits all rights to the unvested portion of any outstanding grants as of the termination date. If the director is 70 years of age or older when he or she ceases to serve on the Board of Directors, the director’s termination date is deemed to be December 31st of the year in which he or she leaves the Board.

In addition to the annual grant, our Stock Plan for Outside Directors provides that anon-employee director may receive aone-time, initial grant of shares of common stock upon first commencing service as a director, based on a cash value, as of the date of the grant, set by the Board. Any such awards granted are immediately fully vested. In connection with their appointments as members of the Board, the Board made a one-time initial grant under this provision to each of Messrs. Malik and subjectRaven on October 5, 2023, each with a cash value of $100,783, resulting in a stock award to the same vesting schedule described above. No awards have been made under the provision allowingone-time initial grants. The aggregate numbereach of outstanding unvested stock awards is set forth in footnote (2) to the Director Compensation Table.

Messrs. Malik and Raven of 3,786 shares of common stock.

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CenterPoint Energy, Inc.   2024 Proxy Statement
​​31​
TABLE OF CONTENTS
Deferred Compensation Plan

We maintain a deferred compensation plan that, permitsprior to 2023, permitted directors to elect each year to defer all or part of their annual retainer and supplemental annual retainer for committee chairmanship. Interest accrueschairpersonship or independent chairpersonship. The plan was frozen as of January 1, 2023 such that no further compensation may be deferred under the plan after that date. However, interest continues to accrue on prior deferrals at a rate, adjusted annually, equal to the average yield during the year of the Moody’s Long-Term Corporate Bond Index plus two percent.
Directors participatingwho participated in this plan mayprior to 2023 could elect at the time of their deferral election to receive distributions of their deferred compensation and interest in three ways:

​
•
An early distribution of either 50% or 100% of their deferrals for the year in any year that is at least four years from the year of deferral or, if earlier, the year in which they attain their normal retirement date under the plan (the first day of the month coincident with or next following attainment of age 70);
​
•
A lump sum distribution payable in the year after the year in which they reach their normal retirement date or leave the Board, of Directors, whichever is later; or
​
•
In 15 annual installments beginning on the first of the month coincident with or next following their normal retirement date or upon leaving the Board, of Directors, whichever is later.
​
​

The deferred compensation plan is a nonqualified, unfunded plan, and the directors are general, unsecured creditors of CenterPoint Energy with respect to their plan benefits. No fund or other assets of CenterPoint Energy have been set aside or segregated to pay benefits under the plan. Refer to “Rabbi Trust” under “Executive Compensation Tables—Potential Payments upon Change in Control or Termination” for funding of the deferred compensation plan upon a change in control.

Other Compensation
Each director may participate in CenterPoint Energy Foundation, Inc.’s Easy Match Program (the Easy Match Program). The amounts deferredEasy Match Program matches dollar-for-dollar contributions made by directors in 2017 are described in footnote (1)and employees of CenterPoint Energy to qualified charitable contributions up to a certain amount each year. Directors may have their qualifying charitable contributions up to $50,000 per year matched under the Director Compensation Table. The above market earnings are reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Director Compensation Table.

Easy Match Program.
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​
32Always There®17​

  2018 Proxy Statement  

Item 1: Election of Directors (continued)

TABLE OF CONTENTS​
Director Compensation Table

The table below and the narrative in the footnotes provide compensation amounts for ournon-employee directors for 2017,2023, as well as additional material information in connection with such amounts. For summary information on the provision of the plans and programs, refer to the “Compensation of Directors” discussion immediately preceding this table.

Name    Fees Earned
or Paid
in  Cash(1)
($)		     Stock
Awards(2)
($)		     Change in
Pension Value
and  Nonqualified
Deferred
Compensation
Earnings(3)
($)		     Total
($)		 

Michael P. Johnson

     103,270      130,000      —      233,270 

Janiece M. Longoria

     96,786      130,000      9,722      236,508 

Scott J. McLean

     101,649      130,000      —      231,649 

Theodore F. Pound

     106,965      130,000      —      236,965 

Susan O. Rheney

     106,965      130,000      —      236,965 

Phillip R. Smith

     116,786      130,000      —      246,786 

John W. Somerhalder II

     96,786      130,000      2,641      229,427 

Peter S. Wareing

     115,220      130,000      43,718      288,938 

​Name​​
Fees Earned
or Paid
in Cash(1)
($)
​​
Stock
Awards(2)
($)
​​
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(3)
($)
​​
Other
Compensation(4)
($)
​​
Total
($)
​
​Wendy Montoya Cloonan​​​​121,951​​​​​170,000​​​​​—​​​​​32,564​​​​​324,515​​
​Earl M. Cummings(5)​​​​206,829​​​​​170,000​​​​​—​​​​​15,000​​​​​391,829​​
​Christopher H. Franklin​​​​121,951​​​​​170,000​​​​​—​​​​​50,000​​​​​341,951​​
​Raquelle W. Lewis​​​​121,951​​​​​170,000​​​​​859​​​​​16,103​​​​​308,913​​
​Thaddeus J. Malik(6)​​​​32,269​​​​​100,783​​​​​—​​​​​11,599​​​​​144,651​​
​Martin H. Nesbitt(7)​​​​237,073​​​​​170,000​​​​​—​​​​​50,000​​​​​457,073​​
​Theodore F. Pound​​​​141,951​​​​​170,000​​​​​—​​​​​—​​​​​311,951​​
​Ricky A. Raven(6)​​​​32,269​​​​​100,783​​​​​—​​​​​—​​​​​133,052​​
​Phillip R. Smith​​​​141,951​​​​​170,000​​​​​—​​​​​—​​​​​311,951​​
​Barry T. Smitherman​​​​121,951​​​​​170,000​​​​​—​​​​​11,625​​​​​303,576​​
​
(1)
Includes annual retainer and committee chair retainers for each director as more fully explained under “—Compensation of Directors—Retainer Fees.”
​
(2)
Reported amounts in the table represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718: Compensation—Stock Compensation (FASB ASC Topic 718). For purposes of the table above, the effects of estimated forfeitures are excluded.
​
Each non-employee director then in office as of May 1, 2023 received an annual value-based stock award under our Stock Plan for Outside Directors in 2023. Upon the recommendation of the Governance, Environmental and Sustainability Committee, the Board determined a cash value for each award, as of the grant date, of $170,000, resulting in a stock award of 5,541 shares of common stock for each non-employee director then in office as of May 1, 2023, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $30.68 per share. With respect to Messrs. Malik and Raven, the Board made a one-time initial award in connection with their appointments as members of the Board under our Stock Plan for Outside Directors on October 5, 2023. Upon the recommendation of the Governance, Environmental and Sustainability Committee, the Board determined a cash value for each of their awards of $100,783, resulting in a stock award of 3,786 shares of common stock for each Messrs. Malik and Raven, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date of $26.62 per share. No stock awards under our Stock Plan for Outside Directors were outstanding at December 31, 2023.
(3)
In 2023, Ms. Lewis accrued above-market earnings on her deferred compensation account balance of $859.
​
(4)
Other Compensation represents matching contributions made under the Easy Match Program. See “—Compensation of Directors—Other Compensation.”
​
(5)
Mr. Cummings was appointed Independent Chair effective August 2023. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board.
​
(6)
Messrs. Malik and Raven were elected to the Board effective September 28, 2023. The fees earned or paid in cash and initial stock award granted under our Stock Plan for Outside Directors reflect a partial year of service.
​
(7)
Mr. Nesbitt served as Independent Chair until August 2023. The fees earned or paid in cash reflect a partial year of service as Independent Chair of the Board.
​
(1)​

Includes annual retainer and chairmen retainers for each director as more fully explained under “—Compensation of Directors—Retainer Fees.” Messrs. Somerhalder and Wareing elected to defer their annual retainers and any applicable committee chairman fees during 2017.

(2)

Reported amounts in the table represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For purposes of the table above, the effects of estimated forfeitures are excluded.

Eachnon-employee director then in office as of May 1, 2017 received an annual value-based stock award under our Stock Plan for Outside Directors in 2017. Upon the recommendation of the Governance Committee, the Board determined a cash value for each award, as of the grant date, of $130,000, resulting in a stock award of 4,592 shares of common stock for eachnon-employee director. The grant date fair value of the awards, based on the market price of our common stock on the New York Stock Exchange Composite Tape on that date, was $28.31 per share. At December 31, 2017, each of our currentnon-employee directors had unvested stock awards of 4,592 shares of common stock.

(3)

In 2017, Ms. Longoria and Messrs. Somerhalder and Wareing accrued above-market earnings on their deferred compensation account balances of $9,722, $2,641 and $43,718, respectively.

18
CenterPoint Energy, Inc.   2024 Proxy Statement
​​33​

  2018 Proxy Statement  

TABLE OF CONTENTSSTOCK OWNERSHIP

​

STOCK OWNERSHIP
Security Ownership of More Than Five Percent Shareholders
The following table shows stockcontains information with respect to the ownership of CenterPoint Energy common stock by each person known to the Company who is the beneficial ownersowner of more than 5%five percent of CenterPoint Energy’s common stock, each director or nominee for director, the Chief Executive Officer, the Chief Financial Officer, the other executive officers for whom we are providing detailed compensation information under “Executive Compensation Tables” and our executive officers and directors as a group. Information for the executive officers and directors is given as of March 1, 2018 except as otherwise indicated. The directors and officers, individually and as a group, beneficially own less than 1% of CenterPoint Energy’s outstanding common stock. Beneficial ownership is determined in accordance withRule 13d-3 under the Securities Exchange Act of 1934, as amended (Exchange Act) and, except as otherwise indicated, the respective holders have sole voting and investment powers over such shares.

​Name​​Shares of Common
Stock Owned Beneficially at
December 31, 2023		​​Percent of Common
Stock Owned
Beneficially at
December 31, 2023		​
Name​Capital International Investors
333 South Hope Street, 55th Floor
Los Angeles, CA 90071		Number of Shares of
CenterPoint Energy
Common Stock​		​​​84,810,750(1)​​​​​13.5%​​

​

The Vanguard Group, Inc.

52,067,553(1)


100 Vanguard Blvd.


Malvern, Pennsylvania 19355

​​​​76,442,771(2)​​​​​12.11%​​

​

BlackRock, Inc.

32,910,121(2)


55 East 52nd52nd Street


New York, New York 10055

​​​​49,577,998(3)​​​​​7.9%​​

​

State Street Corporation

23,486,138(3)


One Lincoln Street


Boston, Massachusetts 02111

​​​​33,059,817(4)​​​​​5.25%​​
​
(1)
This information is as of December 31, 2023 and is based on a Schedule 13G/A filed with the SEC on February 9, 2024 by Capital International Investors. This represents 13.5% of the outstanding common stock of CenterPoint Energy. The Schedule 13G reports sole voting power for 84,719,174 shares of common stock, no shared voting power for shares of common stock, sole dispositive power for 84,810,750 shares of common stock and no shared dispositive power for shares of common stock.
​
(2)
This information is as of December 31, 2023 and is based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. This represents 12.11% of the outstanding common stock of CenterPoint Energy. The Schedule 13G/A reports no sole voting power for shares of common stock, shared voting power for 1,085,664 shares of common stock, sole dispositive power for 73,446,347 shares of common stock and shared dispositive power for 2,996,424 shares of common stock.
​
(3)
This information is as of December 31, 2023 and is based on a Schedule 13G/A filed with the SEC on January 26, 2024 by BlackRock, Inc. This represents 7.9% of the outstanding common stock of CenterPoint Energy. The Schedule 13G/A reports sole voting power for 45,573,798 shares of common stock, no shared voting power for shares of common stock, sole dispositive power for 49,577,998 shares of common stock and no shared dispositive power for shares of common stock.
​
(4)
This information is as of December 31, 2023 and is based on a Schedule 13G/A filed with the SEC on January 29, 2024 by State Street Corporation. This represents 5.25% of the outstanding common stock of CenterPoint Energy. The Schedule 13G reports no sole voting power for shares of common stock, shared voting power for 20,845,063 shares of common stock, no sole dispositive power for shares of common stock and shared dispositive power for 32,959,791 shares of common stock.
​
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CenterPoint Energy, Inc.   2024 Proxy Statement
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TABLE OF CONTENTS
Security Ownership of Directors and Management
The following table sets forth certain information known to the Company with respect to beneficial ownership of CenterPoint Energy common stock as of March 11, 2024, for (i) each director and nominee for director of the Company, (ii) each named executive officer as named in the Summary Compensation Table below, and (iii) all current executive officers, directors, and nominees for director as a group.
​Name​​
Number of Shares of
Common Stock
Beneficially Owned(1)
​​
Percent
Owned(2)
​

Leslie D. Biddle

​		Wendy Montoya Cloonan​0​(4)​​17,017​​​​​*​​

Tracy B. Bridge

​		Earl M. Cummings​125,739​(5)​​25,004​​​​​*​​

Milton Carroll

​		Scott E. Doyle​138,772​​​141,698(3)​​​​​*​​

Michael P. Johnson

​		Barbara J. Duganier​46,032​(6)​​—​​​​​*​​

Janiece M. Longoria

​		Christopher A. Foster​62,579​​​68,893(4)​​​​​*​​

Scott J. McLean

​		Christopher H. Franklin​20,832​(6)​​10,670​​​​​*​​

​

Lynne Harkel-Rumford​​​​76,991​​​​​*​​
​Monica Karuturi​​​​91,970​​​​​*​​
​David J. Lesar​​​​1,497,327​​​​​*​​
​Raquelle W. Lewis​​​​14,289​​​​​*​​
​Thaddeus J. Malik​​​​3,786​​​​​*​​
​Martin H. Nesbitt

​​0​(4)​36,113​​​​​*​​

​

Theodore F. Pound

​​16,392​(6)​46,541​​​​​*​​

Scott M. Prochazka

​		Ricky A. Raven​157,132​(5)​​3,786​​​​​*​​

Dana C. O’Brien

​		Jason M. Ryan​21,162​​​103,832(3)​​​​​*​​

Susan O. Rheney

​		46,832(6)

William D. Rogers

49,645

Phillip R. Smith

​​25,332​(6)​61,445​​​​​*​​

John W. Somerhalder II

​		Barry T. Smitherman​4,592​(6)​​21,075​​​​​*​​

Peter S. Wareing

​		Jason P. Wells​136,832​(6)(7)​​228,702​​​​​*​​

​

All current executive officers and directors as a group (17(18 persons)

​​943,908​​851,038(3)(5)​​​​​*​​

​
*
Less than one percent.
​
(1)
The address of all persons listed in “Security Ownership of Directors and Management” table is c/o CenterPoint Energy, Inc., 1111 Louisiana Street, Houston, Texas 77002.
​
(2)
For each individual and group included in the above table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 633,096,541 shares of common stock outstanding on March 11, 2024, and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of March 11, 2024.
​
(3)
Includes shares of CenterPoint Energy common stock held under CenterPoint Energy’s savings plan, for which the participant has sole voting power (subject to such power being exercised by the plan’s trustee in the same proportion as directed shares in the savings plan are voted in the event the participant does not exercise voting power).
​
(4)
Includes 63,893 shares underlying unvested RSUs (as defined below) that vest within 60 days of March 11, 2024.
​
(5)
Does not include Mr. Doyle (who departed from the Company on January 3, 2023 due to the elimination of his position) or Mr. Lesar (who retired from the Company on January 5, 2024).
​
(1)​

This information is as of December 31, 2017 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2018 by The Vanguard Group,

CenterPoint Energy, Inc. This represents 12.07% of the outstanding common stock of CenterPoint Energy. The Schedule 13G/A reports sole voting power for 658,644 shares of common stock, shared voting power for 174,716 shares of common stock, sole dispositive power for 51,318,444 shares of common stock and shared dispositive power for 749,109 shares of common stock.

(2)   2024 Proxy Statement

This information is as of December 31, 2017 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2018 by BlackRock, Inc. This represents 7.63% of the outstanding common stock of CenterPoint Energy. The Schedule 13G/A reports sole voting power for 28,879,932 shares of common stock, no shared voting power for shares of common stock, sole dispositive power for 32,910,121 shares of common stock and no shared dispositive power for shares of common stock.

(3)​

This information is as of December 31, 2017 and is based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2018 by State Street Corporation. This represents 5.44% of the outstanding common stock of CenterPoint Energy. The Schedule 13G reports no sole voting power for shares of common stock, shared voting power for 23,486,138 shares of common stock, no sole dispositive power for shares of common stock and shared dispositive power for 23,486,138 shares of common stock.

​35
Always There®19​

  2018 Proxy Statement  

Stock Ownership (continued)

(4)

First-time nominee to the Board of Directors.

(5)

Includes shares of CenterPoint Energy common stock held under CenterPoint Energy’s savings plan, for which the participant has sole voting power (subject to such power being exercised by the plan’s trustee in the same proportion as directed shares in the savings plan are voted in the event the participant does not exercise voting power).

(6)

Includes shares scheduled to vest under the Stock Plan for Outside Directors as follows: 4,592 shares on May 1, 2018 for each of Messrs. Johnson, McLean, Pound, Smith, Somerhalder and Wareing and Ms. Rheney.

(7)

Includes shares held in trust for benefit of spouse, as to which Mr. Wareing disclaims beneficial interest.

20CenterPoint Energy

  2018 Proxy Statement  

TABLE OF CONTENTSCOMPENSATION DISCUSSION AND ANALYSIS

​​

Compensation Discussion and Analysis
The following compensation discussion and analysis as well as the information provided under the “Executive Compensation Tables” section contains information regarding measures applicable to performance-based compensation and targets and other achievement levels associated with these measures. CenterPoint Energy cautions investors not to regard this information, to the extent it may relate to future periods or dates, as forecasts, projections or other guidance. The reasons for this caution include the following: The information regarding performance objectives and associated achievement levels was formulated as of earlier dates and does not take into account subsequent developments. The objectives may include adjustments from, or otherwise may not be comparable to, financial and operating measures that are publicly disclosed and may be considered of significance to investors. Some achievement levels, such as those relating to incentives for exceptional performance, may be based on assumptions that differ from actual results.

Where to Find It

Executive Summary

21

Objectives and Design of Executive Compensation Program

29

Role of the Compensation Committee

29

Our 2017 Peer Group

30

Role of Executive Officers

31

Elements of Compensation

32

2017 Executive Compensation Program

37

2018 Executive Compensation Program

37

Benefits

40

Executive Summary

Overview. In this section, we describe

The Compensation Committee has developed a compensation program that aligns executive compensation with short-term and discusslong-term performance against financial, operational, and strategic goals that are key to delivering long-term value for our shareholders. This Compensation Discussion and Analysis (CD&A) describes our executive compensation program, including the objectives and elements of compensation, as well as recommendations and determinations made by the Compensation Committee of the Board of Directors regarding the compensation of our named executive officers.

Executive Summary
Our named executive officers for 2017 are:

LOGO

LOGOLOGOLOGO

LOGO

Scott M. ProchazkaWilliam D. RogersTracy B. BridgeMilton CarrollDana C. O’Brien
President, Chief Executive Officer and DirectorExecutive Vice President and Chief Financial OfficerExecutive Vice President and President, Electric DivisionExecutive ChairmanSenior Vice President and General Counsel
Since 2014Since 2015Since 2014Since 2013Since 2014

Always There®21
2023 include the individuals listed below:

  2018[MISSING IMAGE: ph_exeofficers-4c.jpg]

 *
On January 1, 2023, Mr. Jason P. Wells was appointed President and Chief Operating Officer of the Company. Mr. Wells agreed to continue serving as Chief Financial Officer until his replacement, Mr. Christopher A. Foster, assumed the Chief Financial Officer role in May 2023. In October 2023, the Board announced the appointment of Mr. Wells as President and Chief Executive Officer of the Company, effective January 5, 2024, upon the retirement of Mr. David J. Lesar.
​
Our named executive officers for 2023 also include the following individuals who have departed from the Company:
•
David J. Lesar, our former Chief Executive Officer and Director (who retired on January 5, 2024) and
​
•
Scott E. Doyle, our former Executive Vice President, Utility Operations (who departed the Company on January 3, 2023 due to the elimination of his position).
​
In this Proxy Statement,

Compensation Discussion and Analysis (continued)

In this proxy statement, we refer to our “executive officers,” who are the individuals identified by the Company as “executive officers” under Rule 3b-7 of the Exchange Act and include Jason P. Wells, Christopher A. Foster, Monica Karuturi, Lynne Harkel-Rumford and Jason M. Ryan and former executives David J. Lesar (January 5, 2024 departure) and Scott M. Prochazka, William D. Rogers, Tracy B. Bridge and Dana C. O’Brien as our “seniorE. Doyle (January 3, 2023 departure). Our “non-executives” are employees who are not executive officers.” We also describe

​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​36​
TABLE OF CONTENTS
2023 Business Performance
During 2023, we continued to execute on our long-term corporate strategy and discusspremium value proposition by, among other things:
•
Exceeding our non-GAAP Adjusted EPS (as defined below) growth rate plan goal for 2023 and generating an industry non-GAAP Adjusted EPS growth rate that is among the compensationtop in the sector.
​
•
Continuing to execute on our generation transition plan and in October 2023, retiring our A.B. Brown coal-fired Units 1 & 2.
​
•
Closing the sale of our Energy Systems Group business.
​
2023 Compensation Highlights
•
Although we met our maximum non-GAAP Adjusted EPS growth rate goal, pursuant to management’s recommendation, the Compensation Committee exercised its negative discretion to reduce the 2023 short-term incentive achievement for the executive officers from 200% to 175%, in recognition of the underperformance of the Company with regards to safety and with regards to certain reliability metrics.
​
•
2021 performance shares vested at 180% of target as a result of the Company ranking in the top two of the peer group for total shareholder return (TSR) for the three years ended December 31, 2023 and exceeding our cumulative non-GAAP Adjusted EPS targets.
​
•
Following feedback received during our 2022 and 2023 engagements with our shareholders and the 2023 say-on-pay vote results of approximately 82.6% that indicated largely favorable support, the Compensation Committee generally maintained the overall structure of our executive compensation programs.
​
Continued Execution of Succession Planning
The Company’s succession planning has been and continues to be a top priority for the Board and the Company’s shareholders. During 2023, the Company announced a number of organizational changes (described below) to execute the Board’s executive management succession planning, culminating in the retirement of David J. Lesar as Chief Executive Chairman, Milton Carroll. We referOfficer of the Company and the appointment of Jason P. Wells as President and Chief Executive Officer of the Company, both effective January 5, 2024. As a result of the Board’s execution of its executive management succession planning during 2023, the Company implemented a more streamlined organizational structure that promoted a smooth transition of leadership from Mr. Lesar to Mr. Wells while allowing the Company and its leadership team to continue to execute on the Company’s ten-year capital plan.
Streamlined Organizational Structure—January 2023
In January 2023, the Company announced and implemented a new streamlined organizational structure as part of its succession planning, which was designed to further strengthen execution of the Company’s long-term growth strategy, its service to customers and communities, value-creation for stakeholders, operational efficiencies, and corporate governance. As part of the implementation of the Company’s new streamlined organizational structure the below changes, among others, were implemented.
On January 1, 2023, Mr. Wells, then Executive Vice President and Chief Financial Officer, was promoted to President and Chief Operating Officer of the Company. Mr. Wells continued to serve as Chief Financial Officer of the Company until May 5, 2023 when a new Chief Financial Officer was appointed. In connection with his promotion to President and Chief Operating Officer, the Compensation Committee approved the following compensation arrangements, effective January 1, 2023: (i) an annual base salary of $980,000 and (ii) short-term and long-term incentive plan target award levels of 115% and 400%, respectively, of his base salary.
Further in connection with Mr. Wells’ promotion, on January 3, 2023, our former Executive Vice President, Utility Operations, Scott E. Doyle, was separated from the Company due to the elimination of his position. In connection with his separation, the Company entered into a separation and release agreement under which, in exchange for execution of a release of claims against the Company and agreement to refrain from making any disparaging statements regarding the Company to clients, customers, or suppliers; to return and not use any proprietary or confidential business information of the Company; and for a period of one year following his termination, to not solicit any employee of the Company or use any confidential information to solicit any customer of the Company, Mr. Doyle received the following payments, which complied with the Company’s executive severance guidelines. Under the separation and release agreement, Mr. Doyle received a lump sum cash payment of $2,092,500 representing a separation payment equal to 1.5x Mr. Doyle’s base salary and 1x his target short-term incentive award and payment of an amount equal to his short-term incentive award for the 2022 performance year determined at the approved achievement level for other executive officers. In addition, similar to our approach for retirement-eligible executives, Mr. Doyle received full vesting of his outstanding 2020, 2021 and 2022 stock awards and continued vesting of his 2021 and 2022 performance share unit awards under the Company’s 2009 Long Term Incentive Plan. Additionally, Mr. Doyle is eligible for up to 18 months of continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at active employee rates and nine months of outplacement services, and, until December 31, 2023, he continued to receive financial planning services available to the Company’s executive officers. Mr. Doyle will also be eligible for coverage under the Company’s retiree medical plan upon his attainment of age 55.
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​37​
TABLE OF CONTENTS​
Appointment of Chief Financial Officer—May 2023
On March 15, 2023, the Company announced the appointment of Mr. Christopher A. Foster to the position of Executive ChairmanVice President and our seniorChief Financial Officer of the Company, effective May 5, 2023. In connection with his appointment, the Compensation Committee approved the following compensation arrangement for Mr. Foster: (i) an annual base salary of $700,000; (ii) in consideration of Mr. Foster’s forfeiture of unvested equity awards at his previous position, a buy-out equity award consisting of restricted stock units valued at $3.9 million, half of which will vest upon his continued employment through the first anniversary of the grant date and the remaining half of which will vest upon his continued employment through the second anniversary of the grant date; and (iii) short-term and long-term incentive plan target award levels of 80% and 260%, respectively, of his base salary. In addition, Mr. Foster received relocation assistance subject to the Company’s executive relocation policy, including the purchase of his home, to facilitate an expedited move to Houston and allow Mr. Foster to quickly engage in his Chief Financial Officer duties and responsibilities.
Chief Executive Officer Transition—January 2024
On October 26, 2023, the Board announced the retirement of Mr. Lesar from his position as Chief Executive Officer and as a member of the Board, effective January 5, 2024. In connection with Mr. Lesar’s retirement, the Compensation Committee and the Board approved the following compensation arrangements, (i) in recognition of Mr. Lesar’s continued employment through the end of 2023, a lump sum cash payment equal to the amount of Mr. Lesar’s short-term incentive award for the 2023 performance year, determined at the approved achievement level for other executive officers collectivelyand (ii) in accordance with the long-term incentive plans and past practice for other retirement-eligible employees, “enhanced retirement” benefits under Mr. Lesar’s outstanding 2021, 2022 and 2023 stock awards and 2022 and 2023 performance share unit awards, in each case as our “named executive officers” in this proxy statement.

set forth under the applicable award agreement.

On October 26, 2023, the Board also announced the appointment of Mr. Wells as President, Chief Executive Officer, and a member of the Board, effective January 5, 2024. In connection with Mr. Wells’ appointment, the Compensation Committee and the Board approved, effective January 5, 2024, the following compensation arrangements for Mr. Wells: (i) an annual base salary of $1,150,000 and (ii) short-term and long-term incentive plan target award levels of 125% and 500%, respectively, of his base salary.
Executive Compensation Program Overview
Our Compensation Objectives
Our executive compensation program is designed to achieve the objectives as set forth below:

​Recruit and Retain Talent​​

RECRUIT AND RETAIN TALENT

A key objective of CenterPoint Energy’sour executive compensation program is to enable us to recruit and retain highly qualified executive talent by providingtalent. While the Company’s executive compensation program is market-based, levels of compensation.

the Compensation Committee considers other factors appropriate or necessary to retain key executives.		​
​Pay for Performance​​

PAY FOR PERFORMANCE

We have structured our compensation program to motivate our executives to achieve individual and business performance objectives by varying their compensation in accordance with the success of our businesses. Accordingly, while compensation targets will to a large extent reflect the market, actual compensation realized will reflect CenterPoint Energy’sour attainment of (or failure to attain) specified financial and operational performance objectives.

​
​Align Interests of Executives with Shareholders​​

ALIGN INTERESTS OF EXECUTIVES WITH SHAREHOLDERS

We believe compensation programs can drive our employees’ behavior. We try to design our executive compensation program to align compensation with current and desired corporate performance and shareholder interests by providing a significant portion of total compensation in the form of stock-based incentives and requiring target levels of stock ownership.

Pay For Performance

The guiding principle of our compensation philosophy is that the interests of executives and shareholders should be aligned and that pay should be based on performance. Our program provides upside and downside potential, depending on actual results, as compared to predetermined measures of success.

A significant portion of our named executive officers’ total direct compensation, which includes base salary in addition to the short-term and long-term incentive components, as applicable, is conditioned upon achieving results that are key to our long-term success and increasing shareholder value.

As illustrated below, the variable and equity-based components of our compensation program are a short-term incentive annual cash bonus plan and a long-term incentive three-year equity-based compensation plan, consisting of performance shares and restricted stock units. Actual payout of the short-term incentive is dependent on corporate, operational and individual performance and the payout of the performance share component of the long-term incentive is dependent on corporate performance. Under our long-term incentive plan, in 2017, performance is measured on financial metrics, including total shareholder return and three-year cumulative operating income.

22CenterPoint Energy​

​

  2018

CenterPoint Energy, Inc.   2024 Proxy Statement

Compensation Discussion and Analysis (continued)

The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers.

TARGET COMPENSATION MIX AS OF DECEMBER 31, 2017

(consisting of base salary, short-term incentives and long-term incentives)

LOGO

*The graphic represents the average size of each component as a percentage of each named executive officer’s (other than the Chief Executive Officer’s) target total direct compensation opportunities.

​​38
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  2018 Proxy Statement  

TABLE OF CONTENTS​
Compensation DiscussionProgram Key Features and Analysis (continued)

Align Interests of Named Executive Officers with Shareholders

Best Practices

The following are key features of our executive compensation program, which we believe are governance best practices and align the interests of management with those of our shareholders.

​KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM​
​
[MISSING IMAGE: ic_tick-pn.gif]
What We Do​​What We Don’t Do
✓

At Risk Compensation. We believe that a

Strong Pay for Performance. A substantial portion of the compensation for our named executive officers should be “at risk,”is at-risk and performance-based, meaning that the named executive officersactual compensation realized in a given year will receive a certain percentage of their total compensation only to the extent CenterPoint Energyvary depending on Company financial and the executive accomplish goals established by the Compensation Committee.

stock price performance and individual performance.
​
​×
[MISSING IMAGE: ic_tick-pn.gif]
​​
No Employment Agreements. We do not maintain executive employment agreements with any of our named executive officers, and our named executive officers are not entitled to guaranteed cash severance payments upon a termination of employment except pursuant to our change in control plan.
​
​
[MISSING IMAGE: ic_tick-pn.gif]
​​
“Double Trigger” Provisions for Change in Control Plan and Equity Awards. Our change in control plan which containsand equity award agreements include a “double trigger” term.trigger,” whereby the executive is eligible for change in control benefits only if employment is terminated under certain circumstances within a set period before or after a change in control.
​
✓​
[MISSING IMAGE: ic_tick-pn.gif]

​

​
No Excise Tax Gross Up Payments. Our change in control plan does not provide for excise tax gross up payments.
​
​
[MISSING IMAGE: ic_tick-pn.gif]
​​
Stock Ownership Guidelines. We have established executive stock ownership guidelines applicable to all of our officers including our Executive Chairman, to appropriately align the interests of our officers with our shareholders’ interests.

×Excise Tax Gross Up Payments. Our change in control plan does not provide for excise tax gross up payments.​
✓​
[MISSING IMAGE: ic_tick-pn.gif]

​

​
Benchmark to Market. We benchmark each major element of target compensation against the middle of the market (25th – 75th percentiles) because we believe the middle of the market is a generally accepted benchmark of external competitiveness.
​
​
[MISSING IMAGE: ic_tick-pn.gif]
​​
Recovery and Recoupment Policies. We have implemented an Executive Officer Recovery Policy in compliance with the NYSE listing standards issued in accordance with the Dodd Frank Act of Payments.2010 that provides for the recovery of incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, regardless of the executive officer’s culpability. We implementedalso maintain a separate policy for the recoupment of short-term and long-term incentive paymentscompensation from any officer, regardless of culpability, in the event of an officeraccounting restatement where the restatement would have resulted in a lower amount of incentive compensation and for the recoupment of any compensation from any employee who is found to have engaged in any fraud, intentional misconduct or gross negligence that leads to a restatement of all, or a portion of, our financial results. This policy permits us to pursue recovery of incentive payments if the payment would have been lower based on the restated financial results.

wrongdoing in connection with corporate criminal misconduct.
​
​×
[MISSING IMAGE: ic_tick-pn.gif]
​Hedging of CenterPoint Energy Stock.​
Anti-Hedging Policy. As part of our insider trading policy, we have a policy prohibiting all of our officers and directors from hedging the risk of stock ownership by purchasing, selling, or writing options on CenterPoint Energy securities or engaging in transactions in other third-party derivative securities with respect to CenterPoint Energy stock.
​
✓​
[MISSING IMAGE: ic_tick-pn.gif]

“Double Trigger” Provisions for Equity Awards. Our change in control plan includes a “double trigger,” whereby the​

​
100% Independent Compensation Committee. The Compensation Committee consists entirely of independent directors.
​
​
[MISSING IMAGE: ic_tick-pn.gif]
​​
Independent Compensation Consultant. The Compensation Committee retains an independent consultant to provide advice on executive is eligible for benefits only if employment is terminated within a set period before or after a change in control.compensation matters.
​
​
[MISSING IMAGE: ic_tick-pn.gif]
​​
Executive Severance Guidelines. The Compensation Committee has also amended the form award agreements underadopted executive severance guidelines that set forth appropriate limits on any severance payments to our long-term incentive plannamed executive officers. The guidelines do not entitle any executive officer to include similar “double trigger” change in control provisions beginning with awards made in February 2018. For further discussion, refer to “Executive Compensation Tables—Potential Payments upon Change in Control or Termination.”

a severance payment.
​
Design of Executive Compensation Program
Key Compensation Components and Purpose
We strive to provide compensation that is competitive, both in total and in individual components, with the companies we believe are our peers and likely competitors for executive talent.
We also motivate our executives to achieve individual and business performance objectives by varying their compensation in accordance with our overall success. Actual compensation in a given year will vary based on our performance, and to a lesser extent, on qualitative appraisals of individual performance. We expect our named executive officers to have a higher percentage of their total compensation at risk to align each of our named executive officers with the short-term and long-term performance objectives of CenterPoint Energy and with the interests of our shareholders.
The key components of our 2023 compensation programs and their purpose in advancing our strategic objectives are outlined below.
​×
CenterPoint Energy, Inc.   2024 Proxy Statement
​Significant Perquisites. Perquisites are not a principal element of our executive compensation program, and we have not historically paid large perquisites. Beginning in 2018, our senior executive officers will have access to financial planning and an annual physical exam in connection with their participation in our medical plan.​39​
TABLE OF CONTENTS
​​​​​​ELEMENT​​​FORM OF AWARD​​​PERIOD​​​PURPOSE​​
✓​​

Pro Forma Tally Sheets. We prepareFixed

​​​Base Salary​​​Cash​​​One year​​​
✓
Fixed, competitive level of compensation based on scope and reviewcomplexity of role, individual experience and performance to attract and retain top talent
​
​​
​​At Risk​​​Short-Term
Incentive		​​​Cash​​​One year​​​
✓
Rewards delivery of near-term objectives aligned with the members of the Compensation Committee pro forma tally sheets as of December 31Company’s long-term business strategy
​
✓
Considers individual performance and contributions to Company performance
​
✓
Short-term incentive funding for each of our named executive officers is based on achieving a non-GAAP Adjusted EPS goal
​
✓
Potential payout subject to show how various compensationdiversity, equity, and benefit amounts are interrelated andinclusion negative-only modifier
​
✓
Potential payout also subject to help thediscretion of Compensation Committee, better understand the impactincluding downward modification for alignment with achievement of its compensation decisions before they are finalized.

Company non-financial metrics applicable to non-executive short-term incentive awards.
​
​×No Guaranteed Bonuses or Stock Options for Senior Executives. As part of our pay for performance philosophy to align compensation with individual and company performance, we do not guarantee bonus payments to our senior executive officers. Further, we have not granted stock options since 2004.

​
24​Long-Term
Incentives		​​​Performance Share
Units (PSUs)
75%		​​​Three-year
cliff vesting,
subject to
cumulative
Adjusted EPS
performance		​​​
✓
Rewards creation of long-term value through cumulative Adjusted EPS
​
✓
Aligns with shareholder interests
​
✓
PSUs based on cumulative Adjusted EPS represent 35% of total award value
​
​​
​Three-year cliff vesting, subject to relative stock performance​​​
✓
Incentivizes Company outperformance relative to peer companies
​
✓
Aligns with shareholder interests
​
✓
TSR target and maximum performance based on a percentile achievement based on position relative to peer group
​
✓
PSUs based on TSR represent 35% of total award value
​
​​
​Three-year cliff vesting, subject to carbon emissions reduction goals​​​
✓
Aligns with the Company’s long-term net zero and decarbonization goal
​
✓
PSUs based on carbon emissions reduction goals account for 5% of the total award
​
​​
​Restricted Stock
Units (RSUs)
25%		​​​Three-year cliff vesting, subject to continued employment and positive operating income​​​
✓
Promotes retention, facilitates stock ownership, and supports succession planning
​
✓
Aligns with long-term shareholder interests
​
✓
RSUs represent 25% of total award value and will vest only if CenterPoint Energy achieves positive operating income for the last full calendar year of the vesting period
​
​​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​40​

TABLE OF CONTENTS
Pay For Performance
The guiding principle of our compensation philosophy is that the interests of executives and shareholders should be aligned and that pay should be based on performance. Our program provides upside and downside potential, depending on actual results, as compared to predetermined measures of success.
A significant portion of our named executive officers’ total direct compensation, which includes base salary in addition to the short-term and long-term incentive components, as applicable, is conditioned upon achieving results that are key to our long-term success and increasing shareholder value.
The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers.
TARGET COMPENSATION MIX AS OF DECEMBER 31, 2023
(consisting of base salary, short-term incentives and long-term incentives)
[MISSING IMAGE: pc_ceoneo-pn.jpg]
*
Graphic represents compensation mix for 2023 for Mr. Lesar, who served as Chief Executive Officer in 2023, and a similar compensation mix is anticipated for Mr. Wells in 2024.
​
**
The graphic represents the average size of each component as a percentage of each named executive officer’s (other than the Chief Executive Officer’s) target total direct compensation opportunities (approved by the Compensation Committee in 2023).
​
​

  2018

CenterPoint Energy, Inc.   2024 Proxy Statement

Compensation Discussion and Analysis (continued)

Other features of our executive compensation program include the following:

​​41

EXECUTIVE

CHAIRMAN

The compensation arrangements for our Executive Chairman, which have been approved by the independent members of the Board of Directors as recommended by the Compensation Committee, consist of a base salary and equity awards under our long-term incentive plan intended to appropriately compensate him for his service as Executive Chairman. Because our Executive Chairman’s compensation is designed to align his incentives with our Company’s performance and the long-term interests of our shareholders, he is not eligible to participate in our short-term incentive plan.

COMPENSATION

COMMITTEE

REVIEW

The compensation of our senior executive officers is reviewed and established annually by the Compensation Committee, consisting entirely of independent directors.

COMPENSATION

CONSULTANT

To assist in carrying out its responsibilities, the Compensation Committee retains a consultant to provide independent advice on senior executive compensation matters and compensation for our Executive Chairman.

MARKET

MEDIAN

PAY

We target the market median (50th percentile) for each major element of compensation because we believe the market median is a generally accepted benchmark of external competitiveness.

PAY FOR
PERFORMANCE

Actual compensation in a given year will vary based on CenterPoint Energy’s performance, and to a lesser extent, on qualitative appraisals of individual performance.

Always There®25​

  2018 Proxy Statement  

Compensation Discussion and Analysis (continued)

Our 2017

TABLE OF CONTENTS​
2023 Executive Compensation Program

2023 Target Compensation Opportunities for Named Executive Officers
The overall objectives and structure of our ongoing executive compensation program for our seniornamed executive officers remained largely unchanged in 20172023 as compared to 2016.2022. In February 2017,2023 (with the exception of Mr. Wells, as his compensation was approved in October 2022 in connection with his appointment as President and Chief Operating Officer of the Company effective January 1, 2023), the Compensation Committee or the independent members of the Board of Directors with respect to Mr. Carroll, reviewed the base salary and short-term and long-term incentive targets for each of our named executive officers and determined their respective base salaries and short-term and long-term incentive targets, as applicable,levels to provide each officer a more fully competitive total direct target compensation opportunity in line with the Company’s philosophy of targeting the market median for these elements of compensation as follows:

NameBase Salary

Short-term Incentive

Target %

Long-term Incentive
Target %

Scott M. Prochazka

Increase of $180,300

to $1,200,000

115% of base salary

(increaseshown below.
​
Name(1)
​​
2023
Base Salary
​​
2023
Short-term
Incentive
Target
(% of Salary)
​​
2023
Short-term
Target
Opportunity
​​
2023
Long-term
Incentive
Target
(% of Salary)
​​
2023
Long-term
Target
Opportunity
​​
2023
Total Direct
Target
Compensation
​
​David J. Lesar​​​$1,500,000​​​​​155%​​​​$2,325,000​​​​​660%​​​​$9,900,000​​​​$13,725,000​​
​Jason P. Wells​​​$980,000​​​​​115%​​​​$1,127,000​​​​​400%​​​​$3,920,000​​​​$6,027,000​​
​
Christopher A. Foster(2)
​​​$700,000​​​​​80%​​​​$560,000​​​​​260%​​​​$1,820,000​​​​$3,080,000​​
​Monica Karuturi​​​$700,000​​​​​80%​​​​$560,000​​​​​260%​​​​$1,820,000​​​​$3,080,000​​
​Jason M. Ryan​​​$510,000​​​​​70%​​​​$357,000​​​​​200%​​​​$1,020,000​​​​$1,887,000​​
​Lynne Harkel-Rumford​​​$460,000​​​​​70%​​​​$322,000​​​​​200%​​​​$920,000​​​​$1,702,000​​

​
(1)
Mr. Doyle was separated from 110%)

400% of base salary

(increase from 390%)

William D. Rogers

Increase of $60,000

to $570,000

75% of base salary

(no change)

195% of base salary

(increase from 170%)

Tracy B. Bridge

Increase of $30,000

to $520,000

75% of base salary

(no change)

160% of base salary

(no change)

Milton Carroll

Increase of $50,000

to $675,000

Not eligible300% of base salary

(no change)

Dana C. O’Brien

$500,00065% of base salary155% of base salary

Prior to conducting its 2017 analysis, the Compensation Committee asked Pearl Meyer & Partners (“Pearl Meyer”), the Committee’s independent executive compensation consultant at the time, to review the 2016 peer group. Pearl Meyer compared the 2016 peer group to CenterPoint Energy based on key financial and other metrics. In consideration of Pearl Meyer’s recommendations, the Compensation Committee approved (i) the removal of two companies (AGL Resources Inc. and Duke Energy Corporation) from and (ii) the addition of three companies (Alliant Energy Corporation, Eversource Energy and NiSource Inc.) to the 2017 peer group. We believe that the use of this group as a reference for evaluating our compensation policies helps align us with our peers and competitors. We also believe this group of companies provides a sufficiently large data set that is generally not subject to wide changes in compensation data. See “—Role of the Compensation Committee—Decisions Made by the Compensation Committee” for additional information about the peer group.

At its July 2017 meeting, the Compensation Committee engaged in a request for proposal process for compensation consulting services. Following the review, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant beginning in August 2017. The Compensation Committee selected Meridian based largely on Meridian’s competitive market intelligence for executive pay and governance in the utilities and energy services industries.

Impact of Our Performance on 2017 Short-term Incentive Compensation and Vesting of 2015 Performance Share Grants.We reported net income of $1,792 million, or $4.13 per diluted share, for 2017. Our utility operations delivered solid results in 2017. CenterPoint Energy’s “core operating income,” which is a primary performance objective used under our executive compensation program for determining payouts under short-term incentive compensation awards, was $871 million in 2017, which exceeded the target amount under our 2017 short-term incentive plan by $19 million. CenterPoint Energy’s core operating income is determined by adjusting reported operating income to remove the effect of specified items, either positive or negative, to reflect what we consider to be our core operational business performance in the period being measured. For more information regarding the determination of core operating income, please refer to “Executive CompensationTables—Non-Equity Incentive Plan Awards.”

Our short-term incentive plan provides an annual cash award based on the achievement of annual performance objectives specified for each of our senior executive officers, including specific objectives relating to core operating

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Compensation Discussion and Analysis (continued)

income, consolidated diluted earnings per share, controlling expenditures and othernon-financial operational performance objectives.

Performance ObjectivesWeightings of Performance Objectives

Overall Company Core Operating Income

  35%

Consolidated Diluted Earnings Per Share

  20%

Overall Company Operations and Maintenance Expenditures

  25%

Customer Satisfaction Composite

  10%

Safety Composite

  10%

Total Weightings

100%

Based on our level of achievement of the 2017 performance objectives at 133% and an assessment of each individual’s performance by the Compensation Committee, the 2017 short-term incentive awards for our senior executive officers, expressed as a percentage of their individual target awards, were as follows:

Name2017 Short-term Incentive Target     

Scott M. Prochazka

133%

William D. Rogers

131%

Tracy B. Bridge

134%

Dana C. O’Brien

134%

Mr. Carroll was not eligible to participate in, and did not receive a payment under, our short-term incentive plan for 2017. Please refer to “Executive CompensationTables—Non-Equity Incentive Plan Awards” for information regarding the specified performance objectives and our actual achievement levels during 2017.

In April 2015, we granted performance share awards to Messrs. Prochazka, Rogers, Bridge and Carroll and to Ms. O’Brien under our long-term incentive plan. The awards were made in two separate grants, with the payout opportunity for each grant based on a different performance objective to be measured over the three-year performance cycle of January 2015 through December 2017. The first performance objective was based on total shareholder return as compared to that of other publicly traded companies in our total-shareholder-return peer group (see “—Elements of Compensation—Long-Term Incentives”) and the second was based on achieving a cumulative core operating income goal. Based on our performance over the three-year cycle, the 2015 performance share awards vested based on an achievement level of 66% and 94%, respectively. Please refer to “Executive Compensation Tables—Option Exercises and Stock Vested for Fiscal Year 2017” for information regarding the number of gross shares distributed and the total value realized on vesting.

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Compensation Discussion and Analysis (continued)

Actions Taken Regarding 2018 Executive Compensation Program

Consistent with our compensation philosophy of targeting the market median (50th percentile) of our peers for each major element of compensation, in February 2018, the Compensation Committee (or the independent members of the Board of Directors, with respect to Mr. Carroll) considered competitive market data provided by Meridian and made the following adjustments for each of the named executive officers to provide each officer with a more fully competitive total direct compensation opportunity:

NameBase Salary

Short-term Incentive

Target %

Long-term Incentive
Target %

Scott M. Prochazka

$1,260,000

(increase from $1,200,000)

115% of base salary

(no change)

435% of base salary

(increase from 400%)

William D. Rogers

$595,000

(increase from $570,000)

75% of base salary

(no change)

200% of base salary

(increase from 195%)

Tracy B. Bridge

$540,000

(increase from $520,000)

75% of base salary

(no change)

170% of base salary

(increase from 160%)

Milton Carroll

$710,000

(increase from $675,000)

Not eligible300% of base salary

(no change)

Dana C. O’Brien

$515,000

(increase from $500,000)

65% of base salary

(no change)

160% of base salary

(increase from 155%)

Neither the Compensation Committee nor the independent members of the Board of Directors made any other changes to the compensation arrangements for the senior executive officers or Mr. Carroll, respectively.

In February 2018, the Compensation Committee also reviewed and approved the long-term incentive compensation awards to be made to our executives in 2018, including allocations between performance shares and stock awards, as well as the performance goals that would determine the payout opportunities under the planned awards.

For more information regarding the actions taken by our Compensation Committee with respect to our 2018 Executive Compensation Program, please see below under “2018 Executive Compensation Program.”

Shareholder Advisory“Say-on-Pay” Vote

At our 2018 annual meeting, we are providing our shareholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, commonly known as a“say-on-pay” vote. This vote provides our shareholders the opportunity to express their views regarding the compensation program for our named executive officers as disclosed in this proxy statement. As an advisory vote, thesay-on-pay vote at our 2018 annual meeting will not be binding upon CenterPoint Energy or the Board of Directors. However, the Board of Directors values the opinions expressed by our shareholders, and the Compensation Committee (and, with respect to Mr. Carroll, the independent members of the Board of Directors) will consider the outcome of the vote when making future compensation decisions for our named executive officers. For additional information, please refer to “Advisory Vote on Executive Compensation (Item 3).”

The advisory vote on executive compensation at our 2018 annual meeting will be our eighth“say-on-pay” vote. We conducted our seventhsay-on-pay vote at our 2017 annual meeting at which an advisory resolution approving the compensation of our named executive officers, as disclosed in the proxy statement for our 2017 annual meeting, was approved by approximately 94% of the shares that were voted either for or against the resolution (excluding abstentions and brokernon-votes). We have considered the favorable results of this vote, and the Compensation Committee has not made any changes to our overall executive compensation program as a result of the vote.

The advisory vote on the frequency of future shareholder advisory votes on executive compensation at our 2017 annual meeting was our second advisory vote onsay-on-pay frequency, with the priorsay-on-frequency vote held at

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Compensation Discussion and Analysis (continued)

our 2011 annual meeting. At our 2017 annual meeting, we conducted an advisory vote on the frequency of future shareholder advisory votes on executive compensation, at which the Board of Directors recommended that our shareholders vote in favor of holding annualsay-on-pay votes instead of the other options presented. At our 2017 annual meeting, approximately 86.8% of the shares that were voted in favor of one of the three available frequency recommendations (excluding abstentions and brokernon-votes) voted in favor of an annual frequency, approximately 0.5% voted in favor of holding future votes once every two years, and approximately 12.7% voted in favor of holding future votes once every three years. Since our 2011 annual meeting, consistent with the results of both the 2011 and 2017 advisory votes, we held futuresay-on-pay votes annually.

Objective and Design of Executive Compensation Program

Recruit and Retain Talent. We strive to provide compensation that is competitive, both in total level and in individual components, with the companies we believe are our peers and other likely competitors for executive talent. By competitive, we mean that total compensation and each element of compensation corresponds to a market-determined range. We target the market median (50th percentile) for each major element of compensation because we believe the market median is a generally accepted benchmark of external competitiveness. We believe competitive compensation is normally sufficient to attract executive talent to the Company and also makes it less likely that executive talent will be lured away by higher compensation to perform a similar role with a similarly sized competitor.

To help ensure market-based levels of compensation, we measure the major elements of compensation annually for a position against available data for similar positions in other companies. We believe annual measurement is generally appropriate because the market is subject to variations over time as a result of changes within peer companies and the supply and demand for experienced executives. Once the market value for a position is determined, we compare the compensation levels of individual incumbents to these market values. The salary level and short-term and long-term incentive target percentages for our senior executive officers are based on market data for the officer’s position. Compensation levels can vary compared to the market due to a variety of factors such as experience, scope of responsibilities, tenure, internal equity and individual performance.

We maintain benefit programs for our employees, including our senior executive officers, with the objective of retaining their services. Our benefits reflect competitive practices at the time the benefit programs were implemented and, in some cases, reflect our desire to maintain similar benefits treatment for all employees in similar positions. To the extent possible, we structure these programs to deliver benefits in a manner that is tax efficient to both the recipient and CenterPoint Energy.

Pay for Performance; Align Interests of our Executives with our Shareholders. We also motivate our executives to achieve individual and business performance objectives by varying their compensation in accordance with CenterPoint Energy’s overall success. Actual compensation in a given year will vary based on CenterPoint Energy’s performance, and to a lesser extent, on qualitative appraisals of individual performance. We expect our senior executive officers to have a higher percentage of their total compensation at risk and therefore, we try to align each of our senior executive officers with the short-term and long-term performance objectives of CenterPoint Energy and with the interests of our shareholders. The size ofat-risk compensation is expressed as a percentage of base salary.

Role of the Compensation Committee

The Compensation Committee of the Board of Directors oversees compensation for our senior executive officers, our Executive Chairman and other senior executives, including base salary and short-term and long-term incentive awards. The Compensation Committee also administers incentive compensation plans, evaluates our Chief Executive Officer’s performance and reviews management succession planning and development. The Board has determined that the members of the Compensation Committee meet the applicable requirements for independence under the standards of the Securities and Exchange Commission and the New York Stock Exchange discussed under “Director Independence.”

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Compensation Discussion and Analysis (continued)

Decisions Made by the Compensation Committee. The Compensation Committee reviews each element of compensation annually to improve alignment with stated compensation objectives. As a result of its review, the Compensation Committee approves adjustments to base salary for our senior executive officers and reports these adjustments to the Board. In addition, the Compensation Committee may adjust short-term and long-term incentive target compensation levels for the senior executive officers to better align compensation with our market-based pay philosophy. In its review, the Compensation Committee also takes into consideration whether any incentive compensation target or performance objective could lead to a decision by an executive to take an inappropriate level of risk for the Company. In establishing individual incentive targets and awards, the Compensation Committee considers the data provided by its consultant, the level and nature of the executive’s responsibility, the executive’s experience and the Compensation Committee’s own qualitative assessment of the executive’s performance. In making these determinations, the Compensation Committee also takes into account our Chief Executive Officer’s performance evaluations of and recommendations regarding such executive officers.

The Compensation Committee, together with Meridian, has conducted a compensation risk assessment, including review of performance metrics, pay mix, pay leverage, checks and balances, external market references and goal setting, and no areas of concern were identified in the assessment. The Compensation Committee considers the results of this assessment in developing and evaluating compensation program design.

Annually, the Compensation Committee directs its consultant to review the base salary and short-term and long-term incentive levels of our senior or named executive officers, as applicable. To ensure that our compensation programs are market-based, the Committee’s consultant analyzes and matches the position and responsibilities of each senior executive officer to proxy statement data from a peer group of utility companies and to published compensation surveys covering both the utility industry and general industry. We do not consider geographical differences to be a relevant factor since we recruit on a national basis.

Our 2017 Peer Group. For 2017, the peer group for proxy statement data consisted of the following 17 publicly traded utility companies:

Alliant Energy Corporation

NiSource Inc.

Ameren Corporation

OGE Energy Corp

American Electric Power Company, Inc.

PG&E Corporation

Atmos Energy

Pinnacle West Capital Corp

CMS Energy Corporation

SCANA Corporation

Consolidated Edison, Inc.

Sempra Energy

DTE Energy Company

Wisconsin Energy Corporation

Entergy Corporation

Xcel Energy Inc.

Eversource Energy

This peer group had median revenues and market capitalization comparable to CenterPoint Energy. This group of companies was identical to the group of companies used for measuring our relative total shareholder return under our 2017 long-term incentive compensation awards.

Prior to conducting its 2018 analysis, the Compensation Committee asked Meridian to review the 2017 peer group. Meridian compared the 2017 peer group to CenterPoint Energy based on key financial and other metrics and recommended the addition of two companies (Avangrid, Inc. and Edison International) to the existing peer group for the Company, which the Committee evaluated and approved. Factors considered by Meridian include our current peer group membership, companies within comparable Global Industry Classification Standard sectors, companies who list CenterPoint Energy as a peer in their proxies, the peers that the current peer group list as comparables, companies listed in shareholder advisor reports regarding CenterPoint Energy and companies within a reasonable range of CenterPoint Energy relative to12-month trailing revenue and current market capitalization. We believe that the use of this group as a reference for evaluating our compensation policies helps align us with our peers and

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Compensation Discussion and Analysis (continued)

competitors. We also believe this group of companies provides a sufficiently large data set that is generally not subject to wide changes in compensation data.

Role of Consultant. To assist in carrying out its responsibilities, the Compensation Committee retains a consultant to provide independent advice on executive compensation and to perform specific tasks as requested by the Committee. The consultant reports directlyJanuary 3, 2023, prior to the Compensation Committee which preapproves the scope of workreviewing and the fees charged. The Compensation Committee or the Governance Committee may direct our compensation consultant to perform additional analyses or research related to compensation issues.

From August 2014 to August 2017, Pearl Meyer served as consultant to the Compensation Committee. From time to time, the Governance Committee also retained Pearl Meyer to provide independent advice on director compensation. At its July 2017 meeting, the Compensation Committee decided to engage in a request for proposal process for compensation consulting services. Following the review, the Compensation Committee retained Meridian, effective August 2017, as its independent compensation consultant. The Compensation Committee selected Meridian due in large part to its competitive market intelligence for executive pay and governance in the utilities and energy services industries. The Governance Committee has also retained Meridian to periodically provide independent advice on director compensation as requested.

The Compensation Committee reviews and assesses the independence and performance of its consultant in accordance with applicable Securities and Exchange Commission and New York Stock Exchange rules on an annual basis to confirm that the consultant is independent and meets all applicable regulatory requirements. In making this determination, the Compensation Committee reviewed information provided by its compensation consultant including the following factors:

the provision of other services to CenterPoint Energy by the compensation consultant;

the amount of fees received from CenterPoint Energy by the compensation consultant as a percentage of total revenue of the compensation consultant;

the policies and procedures of the compensation consultant that are designed to prevent conflicts of interest;

any business or personal relationship of the Compensation Committee’s advisor with a member of the Compensation Committee;

any stock of CenterPoint Energy owned by the Compensation Committee’s advisor or the advisor’s immediate family members; and

any business or personal relationship of the Compensation Committee’s advisor or any other employee of the advisor with anapproving executive officer at CenterPoint Energy.

compensation for 2023.

In particular,

​
(2)
Mr. Foster joined the Compensation Committee noted that Meridian provided no other services to CenterPoint Energy.

Role ofCompany as Executive Officers

Of our senior executive officers, only ourVice President and Chief ExecutiveFinancial Officer has a role in determining executive compensation policies and programs. Our Chief Executive Officer works with business unit and functional leaders along with our internal compensation staff to provide information to the Compensation Committee to help ensure that all elements of compensation support our business strategy and goals. Our Chief Executive Officer reviews internally developed materials before they are furnished to the Compensation Committee.

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Compensation Discussion and Analysis (continued)

Our Chief Executive Officer also periodically reviews and recommends specific Company performance metrics to be used in short-term and long-term incentive plans. Our Chief Executive Officer works with the various business units and functional departments to develop these metrics, which are then presented to the Compensation Committee for its consideration and approval.

Our Chief Executive Officer reviews and recommends changes to the peer companies used for compensation purposes using internal analyses of revenue, market capitalization and comparable business mix (e.g., natural gas versus electric; regulated versus unregulated; generation versus transmission and distribution). These recommendations are reviewed by the Compensation Committee’s independent consultant and then presented to the Committee for its consideration and approval.

Within the parameters of the compensation policies established by the Compensation Committee, our Chief Executive Officer also makes preliminary recommendations for base salary adjustments and short-term and long-term incentive levels for the other senior executive officers. Our Chief Executive Officer also recommends payment amounts for the other executive officers’ short-term incentive plan awards. Our Chief Executive Officer bases his recommendations on a variety of factors such as his appraisal of the executive’s job performance and contribution to CenterPoint Energy, improvement in organizational and employee development and accomplishment of strategic priorities. Our Chief Executive Officer does not make any recommendations regarding his own compensation.

Elements of Compensation

​

Base Salary. 
Base salary is the foundation of total compensation. Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our continued success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. The Compensation Committee generally seeks to position the base salary for our most senior executives near the 50th percentile of base salaries in the peer group and published compensation surveys.

Adjustments to base salary primarily reflect either changes or responses to changes in market data or increased experience and individual contribution of the employee. The typical date for making these adjustments is on or about April 1;1 of each year; however, adjustments may occur at other times during the year to recognize new responsibilities or new data regarding the market value of the job being performed. Changes in
In February 2023, the Compensation Committee reviewed the base salary impact short-term and long-term incentive payouts, as well as some benefits. A newlyfor each of our named executive or an executive whose responsibilities have significantly increased may be movedofficers and determined their respective base salaries in recognition of the scope of their respective roles and to align their base salaries with market benchmarks.
​
NAME(1)
​​2023 BASE SALARY​
​David J. Lesar​​$1,500,000
(increase of 2% from 2022)		​
​Jason P. Wells​​$980,000
(increase of 41% from 2022)		​
​
Christopher A. Foster(2)
​​$700,000​
​Monica Karuturi​​$700,000
(increase of 21% from 2022)		​
​Jason M. Ryan​​$510,000​
​Lynne Harkel-Rumford​​$460,000​
​
(1)
Mr. Doyle was separated from the Company on January 3, 2023, prior to the market median (50th percentile) over several years.

Compensation Committee reviewing and approving executive officer compensation for 2023.

​
(2)
Mr. Foster joined the Company as Executive Vice President and Chief Financial Officer in May 2023.
​
Short-Term Incentives. Incentive Plan
Our short-term incentive plan provides an annual cash award that is designed to link each employee’s annual compensation to the achievement of annual performance objectives for CenterPoint Energy as well as to recognize the employee’s performance during the year. The target award for each employee is expressed as a percentage of annual base salary earned during the year.

salary.

​
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The Compensation Committee generally determines each seniornamed executive officer’s short-term incentive target based on the competitive market data developed by its compensation consultant and recommendations from the Chief Executive Officer for officers other than himself.

The achievement of

Each year, the corporate and business performance objectives generates a funding pool under the short-termCompensation Committee identifies incentive plan formetrics that align with our strategy and with the year.interests of, and our commitments to, our shareholders. The Compensation Committee establishes and approves the specific performance objectives based on business criteria selected from among the performance objectives set forth in the short-term incentive plan. The business criteria and other material terms of the performance objectives in the short-term incentive plan were last approved by our shareholders at our 2015 annual meeting so that future awards under the short-term incentive plan may qualify as performance-based compensation for purposes of Section 162(m) of the

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Compensation Discussion and Analysis (continued)

Internal Revenue Code. However, effective for taxable years beginning after December 31, 2017, the performance-based compensation exclusion under Section 162(m) of the Internal Revenue Code was eliminated under the Tax Cuts and Jobs Act (“Tax Reform”) that was signed into law December 22, 2017.

Performance objectives under the short-term incentive plan are based on financial and operational factors determined to be critical to achieving our desired business plans and are designed to reflect goals and objectives to be accomplished over a12-month measurement period. As such, incentive opportunities under the plan are not impacted by compensation amounts earned in prior years. After the end of the year, the Compensation Committee compares the actual results to thepre-established performance objectives and certifies the extent to which the objectives are achieved for determining the funding pool under the plan. TheFor the 2023 year, consistent with 2022 and in response to shareholder feedback, the Compensation Committee has discretion to decrease the amount payable pursuant to any performance award, but, under the current terms ofestablished that the short-term incentive plan may not increasefor our named executive officers would be based on achieving a non-GAAP EPS target, “Adjusted EPS”, with a negative modifier for diversity, equity, and inclusion metrics.

The entirety of each individual award is subject to the amount payable in a manner inconsistentCompensation Committee’s discretion, consistent with the requirementsCompany’s philosophy to pay for qualified performance-based compensation under Section 162(m) of the Internal Revenue Code.performance. In determining whether to exercise its discretion, the Compensation Committee may assess an individual executive’s contribution to the achievement of the performance objectives and any special circumstances and may also consider the input of our Chief Executive Officer on the amount to be awarded to each of the other seniornamed executive officers.

Beginning in 2017, the entirety of each individual award is subject to the Compensation Committee’s discretion, consistent with the Company’s philosophy to pay for performance. For years prior to 2017, Further, when evaluating overall Company performance, the Compensation Committee was guided by our policy providing that absent performance issues, individual performance awards undermay determine to exercise its discretion and has committed, with management’s support, to reducing the plan will not be less than 50% of the individual award when determined formulaically based on the level of achievement of the specified corporate and business performance objectives.

In addition, the Compensation Committee has discretionpayout to pay awards that are not tiednamed executive officers to performance objectives. This authority provides the Compensation Committeealign with the flexibility to provide awards for executive performance in connection with extraordinary circumstances or events. Any such amount is reported as a bonus instead ofnon-equity incentive plan compensation.

In 2018, the Compensation Committee will review the application and impact of Tax Reform, if any, on the Company’s compensation programs, and the Board will modify the terms of thenon-executive short-term incentive plan for 2018payouts, which reflect non-financial performance such as safety and thereafter as it determines to be in the best interest of the Companycybersecurity, managed O&M, managed capital, customer reliability, and its shareholders, including addressing the elimination of the performance-based compensation exception under Section 162(m) of the Internal Revenue Code and the ability of the Compensation Committee to decrease or increase the amount payable pursuant to aother performance award.

Because an important component of our business planmetrics. The structure is successful financial performance, core operating income and consolidated diluted earnings per share were the primary performance objectives for 2017. illustrated below.

[MISSING IMAGE: fc_stiplan-pn.jpg]
​
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The short-term incentive plan measures of core operating income and consolidated diluted earnings per share represent amounts reported under generally accepted accounting principles (GAAP) that are adjusted to reflect how we evaluate the Company’s fundamental business performancemetrics for the period being measured. The adjustments made2023 performance year, along with the description of each metric and its critical linkage to our reported operating income to arrive at our core operating income and to diluted earnings per share under GAAP to arrive at our consolidated diluted earnings per sharestrategy for value creation, are provided in the table below.
​PERFORMANCE
OBJECTIVES		​​WEIGHTING​​DESCRIPTION​​STRATEGY ALIGNMENT​
​Adjusted EPS​​100%​​Adjusted EPS is a non-GAAP metric which includes net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. It is also adjusted for certain factors to reflect what we consider to be our fundamental business performance.*​​An EPS measure aligns with our commitment to return value to investors through earnings and dividends paid. This measure is focused on Adjusted EPS, which excludes activities not considered a principal driver of overall long-term financial performance.*​
​Diversity, Equity, and Inclusion Negative Modifier​​Modifier​​This modifier is focused on meeting certain diversity, equity and inclusion goals: diversity of applicants and diversity of suppliers. This modifier is a negative-only modifier and can only reduce the potential payout by a combined total of up to 5%; it cannot increase the short-term incentive plan awards.​​This diversity, equity, and inclusion negative modifier aligns with our commitment to recruit and retain a diverse workforce and diverse supplier base that is reflective of the communities we serve. The negative modifier highlights our belief that meeting these diversity, equity and inclusion goals is expected.​
​Discretion of Compensation Committee to align executive short-term incentive award with non-executive short-term incentive performance​​Modifier​​The Compensation Committee, with the support of management, is committed to exercising its discretion to reduce the payout for executive officers under the short-term incentive plan, as applicable, in order to align with the achievement of non-financial metrics applicable to the payout for non-executives. Non-financial metrics include safety and cybersecurity, managed O&M, managed capital, and other performance metrics.​​The Compensation Committee’s exercise of its discretion aligns with our commitment to motivating employees, including executive officers, to meet these important non-financial metrics while also recognizing the importance of EPS performance to our shareholders and encouraging our executive officers to continue to advance and support the Company’s position as a premium utility.​
​
*
Adjustments are detailed underas part of the “Executive CompensationTables— Tables−Non-Equity Incentive Plan Awards.”

For 2017, the performance objectives of our senior executive officers were based on our core operating income, consolidated diluted earnings per shareAwards” disclosure and operational objectives, which include (i) controlling expenditures and(ii) non-financial operational performance objectives such as safety-related incident and participation rates and customer satisfaction measures relatinga reconciliation to the services provided by CenterPoint Energy. Thesenearest GAAP metric can be found in Appendix A.

​
Establishing Performance Measures and Target Ranges
The Compensation Committee establishes annual performance measures that align with our business strategy and contribute to our long-term shareholder value proposition. The Compensation Committee establishes performance measures and operational objectives were determined to be appropriate given our senior executive officers’ responsibility with respect to the collective operating performance of all of CenterPoint Energy’s businesses as a whole.

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Compensation Discussion and Analysis (continued)

Additional detail regarding specific performance objectives for our senior executive officers for 2017 and the specified threshold, target, maximum and exceptional achievement levels, and an example of the payout calculation are provided under “Executive CompensationTables—Non-Equity Incentive Plan Awards.”

The scaling of the levels necessary to achieve threshold, target and maximum and exceptional performance, is based on strategic priorities for the organization and an assessment of expected business performance during the measurement period. Over a periodThe 2023 Adjusted EPS target level is based on achieving 9% growth relative to 2022 actual performance, which is in the top decile for the utility sector. The diversity, equity and inclusion negative modifier’s targets were set considering 2021 and 2022 actual results.

2023 Executive Officer Short-Term Incentive Plan Results
The table below illustrates CenterPoint Energy’s 2023 performance against the pre-established short-term incentive plan measures. In 2023, the executive officers achieved 200% of years, if we achieve expected business performance,target under the non-GAAP Adjusted EPS metric of the short-term incentive program should pay out at target levels. Forplan reflecting the executive officers’ pivotal role in supporting the Company’s strong financial performance.
​Performance Objectives​​
Threshold
(75%)
​​
Target
(125%)
​​
Maximum
(200%)
​​Actual
Results		​​Actual
Achievement		​
​Adjusted EPS​​​$1.48​​​​$1.49​​​​$1.50​​​​$1.50​​​​​200%​​
​
*
Adjustments are detailed as part of the “Executive Compensation Tables−Non-Equity Incentive Plan Awards” disclosure and a programreconciliation to the nearest GAAP metric can be motivational, there should befound in Appendix A.
​
​Diversity, Equity and Inclusion Performance Objectives​​Target​​Actual
Achievement		​
​Diversity of Applicants​​​​​​​​​​​​​
​Represents the percentage of competitive job postings that include a gender and/or racially/ethnically diverse applicant at the interviewing stage​​​​88%​​​​​90%​​
​Diversity of Suppliers​​​​​​​​​​​​​
​Represents the percentage of diverse spend​​​​12.6%​​​​​13.7%​​
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*
The diversity, equity and inclusion composite acts as a high likelihoodnegative modifier of achieving at least threshold performance in a given year.

Also in a given year, we believe there should be a reasonable likelihood of achieving target performance. To create additional incentiveup to 5%. Based on the Company’s achievement with respect to these metrics, the negative modifier was not applied for exceptional performance, funding for2023. However, pursuant to management’s recommendation, the Compensation Committee exercised negative discretion to reduce the overall short-term incentive goals relatedachievement level for executive officers based on other considerations as described in the below paragraph.

​
Based on shareholder feedback, the Compensation Committee, with the support of management, has committed to core operating income, consolidated diluted earnings per share and controlling expenditures can reach 200% of target, but it is not expected that this level of funding would be triggered in most years.

Currently, retirement-eligible participants (age 55 with five years of service) who terminate employment after at least 90 days of service duringexercise its discretion to modify the year will receive a short-term incentive payment, if any,payout under the short-term incentive plan for executive officers in order to align with the payout for non-executive employees. Therefore, pursuant to management’s recommendation, based on the actual achievement of the non-financial metrics applicable to non-executive officer employees under the short-term incentive plan, the Compensation Committee exercised its discretion to modify the award to the executive officers from 200% to 175% based on management’s recommendation. The Compensation Committee noted the underperformance of the Company with regards to safety and with regards to certain reliability metrics. The table below shows the impact that the Compensation Committee’s exercise of negative discretion had on our named executive officers’ short-term incentive payout:

​Name​​Reduction in Short-Term Incentive Payout
as a Result of Compensation Committee
Exercise of Negative Discretion		​
​David J. Lesar*​​​​N/A​​
​Jason P. Wells​​​$(281,750)​​
​Christopher A. Foster​​​$(140,000)​​
​Monica Karuturi​​​$(140,000)​​
​Jason M. Ryan​​​$(89,250)​​
​Lynne Harkel-Rumford​​​$(80,500)​​
​
*
Mr. Lesar retired from the Company on January 5, 2024, prior to payment of the short-term incentive awards for 2023, but in recognition of his continued employment through the end of 2023, the Compensation Committee and the Board approved payment of an amount equal to his short-term incentive award for the 2023 performance year determined at the approved achievement level for other executive officers. Refer to “Continued Execution of Succession Planning—Chief Executive Officer Transition—January 2024.”
​
Individual Short-Term Incentive Plan Awards for 2023 Performance
Based on our approved level of achievement of the 2023 performance objectives at 175% and eligible earnings duringan assessment of each individual’s performance by the calendar yearCompensation Committee, the 2023 short-term incentive awards for our named executive officers, expressed as a percentage of their individual target awards, were as follows:
​Name​​2023 Short-Term Incentive Achievement
(as a Percentage of Target)		​
​David J. Lesar*​​​​N/A​​
​Jason P. Wells​​​​175%​​
​Christopher A. Foster​​​​175%​​
​Monica Karuturi​​​​175%​​
​Jason M. Ryan​​​​175%​​
​Lynne Harkel-Rumford​​​​175%​​
​
*
Mr. Lesar retired from the Company on January 5, 2024, prior to payment of the participant’s retirement date.

short-term incentive awards for 2023, but in recognition of his continued employment through the end of 2023, the Compensation Committee and the Board approved payment of an amount equal to his short-term incentive award for the 2023 performance year determined at the approved achievement level for other executive officers. Refer to “Continued Execution of Succession Planning—Chief Executive Officer Transition—January 2024.”

​
Long-Term Incentives. Incentive Plan
We provide a long-term incentive plan in which each of our named executive officers and certain other management-level employees participate. Our long-term incentive plan is designed to align the interests of our participants with those of our shareholders and reward participants for sustained improvements in CenterPoint Energy’sour financial performance and increases in the value of our common stock and dividends over an extended period.

The Committee authorizes grants annually at a regularly scheduled meeting duringvesting period for long-term incentive plan awards is three years to incentivize participants to deliver sustainable business results in service of our long-term strategy, reward longer-term Company performance and encourage retention. In accordance with the first quarterterms of the year. Grants can be made from a variety of award types authorized under our long-term incentive plan. In recent years, we have emphasized performance-based shares.

We haveplan, our practice is to price annual grants of equity awards at the closing market price for our common stock on the NYSE on the grant date, which is the date the Compensation Committee approves the grants.

2023 Long-Term Incentive Plan Design
The total long-term incentive opportunity for each executive officer is determined on an annual and individual basis, considering the executive’s position and performance and the long-term compensation provided to similar roles in the peer group. Each year, the
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Compensation Committee also grantedreviews the allocation of the long-term incentive opportunity between performance share units and restricted stock unit awards. The Compensation Committee approved an allocation between performance share units and restricted stock unit awards which we sometimes refer to as “stock awards”of 75% and 25%, respectively, for 2023.
[MISSING IMAGE: pc_longterm-pn.jpg]
Performance Share Unit (PSU) Awards (75% of Award Value)
Our 2023 PSU awards were made in this proxy statement, which vestthree separate grants, with the payout opportunity for each grant based on continued service over a three-year period. Over a period of years, if we achieve expected businessdifferent performance we expect that the long-term incentive plan should pay out at target levels.

We use a three-year performance period for grants under our long-term incentive plan because:
Athree-to-five year period is a typical performance measurement period for this type of compensation element;
A three-year period encourages retention;
Three years is of sufficient duration so that high or low performance in one year should neither guarantee nor preclude a payout;
Three years’ duration helps assure participants that their performance will influence a payout during the measurement period; and
We have traditionally used a three-year period.

As a result of the three-year performance period, in any given year, our named executive officers generally have outstanding grants covering three concurrent periods.

On February 21, 2017, the Committee authorized awards as shown in the columns captioned “Estimated Future Payouts Under Equity Incentive Plan Awards” in the Grants of Plan-Based Awards for Fiscal Year 2017 table. The

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Compensation Discussion and Analysis (continued)

Committee set a target percentage of each named executive officer’s base salary that was consistent with our objective of targeting the market median compensation level as described above. Vesting and payout of the performance shares will be determined based on the level of achievement of each performance objective over the three-year cycle of January 2017 through December 2019. For additional detail regarding the grants, see “Executive Compensation Tables—Equity Incentive Plan Awards—Long-term Incentive Plan Awards Granted in 2017.”

Long-term incentive compensation has been allocated between performance shares and stock awards on a 70% and 30% basis, respectively. This allocation provides what the Committee considers to be an appropriate blend of grants. The Compensation Committee reviews the allocation between performance shares and stock awards annually with its compensation consultant. In 2017, both Pearl Meyer and the successor compensation consultant, Meridian, confirmed that the allocation between performance shares and stock awards on a 70% and 30% basis, respectively, was market-based among both utility peers and the general industry. Pearl Meyer and Meridian also informed the Compensation Committee that they believed that the blend is sufficient to provide both an incentive and retention effect for our named executive officers. Our 2017 performance share awards were made in two separate grants, with the payout opportunity for each grant based on a different performance objective.

LOGO

objective. The first is based on total shareholder returnTSR over the three-year performance cycle as compared to that of the other 18 companies consisting of CenterPoint Energy and the other 17 companies listed under the heading “Total Shareholder Return”included in the “Executive Compensation Tables” section (we refer to this group as the total-shareholder-returnour peer group or the TSR peer group). Fortygroup. Thirty-five percent of long-term incentive compensation is based on the total shareholder returnTSR metric. The remaining 30%Thirty-five percent is based on achieving a specified cumulative operating income goalsnon-GAAP Adjusted EPS goal over the three-year performance cycle.

Total shareholder return The remaining 5% is a widely utilized metric that captures stock price appreciation and dividend yield. By comparing CenterPoint Energy’s total shareholder return to the other companies included in the TSR peer group, achievement for this metric is as follows:

Threshold payout for this metric is achieved when CenterPoint Energy’s three-year total shareholder return result reaches the 25th percentile based on position within this group (13th out of the18-company peer group that includes CenterPoint Energy).
Maximum payout for this metric is achieved when CenterPoint Energy’s three-year total shareholder return result is positioned second or higher within the TSR peer group.
Linear interpolation is used to reward performance between threshold and maximum.

We intend for the total shareholder return measure to provide a reasonable chance of threshold performance, thus enhancing the motivational effects of the plan, while requiring a rank in the top two companies for maximum payout. We believe the TSR peer group is a reasonable proxy for the universe of companies engaged in businesses similar to ours.

The Compensation Committee established a cumulative operating income target as the other performance objective for long-term incentive awards made in 2017. We calculate operating income based on generally accepted accounting principles, adjusted for certain factors to reflect what we consider to beachieving a specified carbon emissions reduction goal over the three-year performance cycle. Based on our core operating income. We intend that this objective will provide a reasonable chanceshareholder engagement and our internal strategy, these three metrics were identified as important indicators of achieving threshold performance, thus enhancing the motivational

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  2018 Proxy Statement  

Compensation Discussion and Analysis (continued)

effects of the plan, while requiring significant earnings growth for maximum payout. For a detailed description of the calculation of cumulative operating income, see “Executive Compensation Tables—Three-Year Cumulative Operating Income.”

If actual achievement for the performance objective under an award does not meet at least the threshold level, the Compensation Committee will not approve a distribution underfor the plan related to that award. If a performance objective meets or exceeds the threshold level, the threshold payout for these awards is 33% of target for the total shareholder returnTSR performance objective and 50% of target for the cumulative operating income objective,applicable Adjusted EPS performance and carbon emissions reduction objectives, and the maximum payout opportunity is 200% of target.

target for all three performance metrics.

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   *
Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. The February 21, 2017metric is adjusted for certain factors to reflect what we consider to be our fundamental business performance.
​
  **
Adjusted EPS goal at each level represents 8.5% annual growth in 2023 and 2024 and 7.5% annual growth in 2025, based on 2022 (Maximum), 8% annual growth in 2023 and 2024 and 7% annual growth in 2025, based on 2022 (Target) and 7% annual growth in 2023 and 2024 and 6% annual growth in 2025, based on 2022 (Threshold).
​
 ***
Linear interpolation between award levels. No payout is earned below Threshold performance.
​
****
Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period.
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Relative TSR (35% of Award Value)
Maximum achievement (200% of target) requires CenterPoint Energy to rank at the 85th percentile or higher in our TSR Peer Group, and no shares would vest if the Company ranks below the 25th percentile in that comparison (threshold level). For this performance objective, the number of PSUs granted will vest using linear interpolation between the threshold, target, and maximum achievement levels.
The 18 companies utilized for measuring TSR are the same companies represented in our Peer Group disclosure below. We believe the peer group is a reasonable proxy for the universe of companies engaged in businesses similar to ours and is appropriate for measuring relative TSR.
Cumulative Adjusted EPS (35% of Award Value)
The Compensation Committee established cumulative Adjusted EPS target as a performance objective for long-term incentive awards shownmade in 2023. Cumulative Adjusted EPS is calculated by aggregating three years of Adjusted EPS as reported by the GrantsCompany. Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. This metric is also adjusted for certain factors to reflect what we consider to be our fundamental business performance. For a detailed description of Plan-Basedthe calculation of Adjusted EPS, see “Executive Compensation Tables—Non-Equity Incentive Plan Awards.”
Carbon Emissions Reduction (5% of Award Value)
The Compensation Committee established a carbon emissions reduction target as the third performance objective for the long-term incentive awards, beginning in 2022. The carbon emissions reduction objective consists of a 3-year cumulative carbon emissions reduction goal under Scope 1 and 2 (4% award value) and a 3-year cumulative carbon emissions reduction goal under Scope 3 (1% award value). Cumulative carbon emissions reduction is calculated from 2021 levels.
For 3-year cumulative carbon emissions reduction under our Scope 1 and 2 objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 65% reduction in Scope 1 and 2 combined emissions compared to 2021 levels, and no shares would vest if the Company achieves combined Scope 1 and 2 emission reduction of less than 10% compared to 2021 levels.
For 3-year cumulative carbon emissions reduction under our Scope 3 objective, maximum achievement (200% of target) requires CenterPoint Energy to achieve at least a 6% reduction in Scope 3 emissions compared to 2021 levels, and no shares would vest if the Company achieves emissions reductions in Scope 3 of less than 3.5% compared to 2021 levels.
For information regarding how we define Scope 1, 2 and 3 emissions, see “Equity Incentive Plan Awards—Additional Information” below.
Restricted Stock Unit Awards for Fiscal Year 2017 table also include restricted stock unit awards. Vesting(25% of these awards requires continuous service through the February 21, 2020 vesting date. Award Value)
The restricted stock units (RSUs or stock awards) are intended to retain executive officers and reward them for absolute long-term stock appreciation while providing some value to the recipient even if the stock price declines. In this way, the restricted stock unitsRSUs help balance against the riskiervariable, at-risk nature of the performance share unit awards and promote retention.

Payments The RSUs (other than any sign-on awards) are subject to CenterPoint Energy achieving positive operating income for the last full calendar year of boththe vesting period.

2023 Long-Term Incentive Awards for Named Executive Officers
On February 15, 2023, the Compensation Committee authorized awards as shown in the table below. The individual long-term incentive targets were authorized by the Compensation Committee following the Compensation Committee’s review of market data provided by the Company’s compensation consultant. Vesting and payout of the PSUs requires continuous service through the performance shareperiod and will be determined based on the level of achievement of each performance objective over the three-year cycle of 2023 through 2025. Vesting of stock awards requires continuous service through the vesting date and achievement of positive operating income for the last full calendar year of the vesting period. For additional detail regarding the grants, see “Executive Compensation Tables—Equity Incentive Plan Awards—Long-term Incentive Plan Awards Granted in 2023.”
​Description​​
Lesar(1)
​​Wells​​
Foster(2)
​​Karuturi​​
Ryan(3)
​​Harkel-Rumford​
​Base Salary​​​$1,500,000​​​​$980,000​​​​$700,000​​​​$700,000​​​​$510,000​​​​$460,000​​
​Long-term incentive target​​660%​​400%​​260%​​260%​​200%​​200%​
​Long-term incentive compensation at target​​​$9,900,000​​​​$3,920,000​​​​$1,820,000​​​​$1,820,000​​​​$1,020,000​​​​$920,000​​
​Performance share unit portion (75%)​​​$7,425,000​​​​$2,940,000​​​​$1,365,000​​​​$1,365,000​​​​$765,000​​​​$690,000​​
​Stock award portion (25%)​​​$2,475,000​​​​$980,000​​​​$455,000​​​​$455,000​​​​$255,000​​​​$230,000​​
​
(1)
Amounts do not include the retention awards for Mr. Lesar under his Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of common stock that were granted through multiple annual awards in 2021, 2022, and 2023. In February 2023, 200,000 restricted stock units
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were awarded to Mr. Lesar under the Retention Incentive Agreement that vested in December 2023. For more information regarding Mr. Lesar’s retention awards, please see “President and Chief Executive Officer, David Lesar—Retention Awards” in the Company’s 2022 proxy statement.
(2)
Amounts do not include the buy-out equity award for Mr. Foster under the long-term incentive plan of restricted stock units having a total grant date value of $3,900,000.
​
(3)
Amounts do not include supplemental equity awards for Mr. Ryan under the long-term incentive plan, having a total grant date value of $550,000, to supplement his 2023 annual equity award grants. The supplemental awards are subject to the same terms and conditions, including vesting and performance goals, and have the same allocation between PSUs and RSUs as Mr. Ryan’s 2023 annual grants.
​
Mr. Doyle departed the Company on January 3, 2023, and, therefore, he was not eligible for, and did not receive a grant of, any award under the long-term incentive plan for 2023.
Both the PSUs and the stock awards will be made in the form of shares equal in number to the shares covered by the award multiplied by the achievement percentage, if applicable, subject to withholding to satisfy tax obligations. Please refer to “Potential Payments Upon Change in Control or Termination” for the impact of a change in control or termination of employment on outstanding grants.

Both the performance shares and the stock awardsRSUs accrue dividend equivalents over the performance cycle or vesting period, respectively, until they are delivered, at the same level as dividends earned by shareholders on shares of our common stock outstanding. Dividend equivalents on the shares which are vested are paid in cash when the shares are delivered. Dividend equivalents are not paid with respect to unearned and unvested shares.

2021 – 2023 PSU Award Vesting
The calculated payout for the 2021 – 2023 PSU awards was 180% of target based on the Company’s three-year relative TSR performance and three-year cumulative non-GAAP Adjusted EPS. The Company exceeded the target for both cumulative non-GAAP Adjusted EPS and relative TSR during the performance period.
​2021 – 2023
PSU AWARD GOALS		​​
AWARD DETERMINATION
($ in millions)
​​WEIGHTING​​ACHIEVEMENT​
​TSR Performance​​
Threshold (33%)
14th Position
​​​​​
Maximum (200%)
2nd Position
​​45%​​
2nd
Position
​​200%​
​Cumulative non-GAAP Adjusted EPS​​Threshold
(50%)
$3.94		​​Target
(100%)
$4.02		​​Maximum
(150%)
$4.09		​​30%​​$4.15​​150%​
For a detailed description of the calculation of cumulative non-GAAP Adjusted EPS, see “Executive Compensation Tables—​Equity Incentive Plan Awards—Additional Information” and a reconciliation to the nearest GAAP metric can be found in Appendix A.
2023 Supplemental Awards
In addition outstandingto our standard annual long-term and short-term incentive plan awards, we may from time to time in extraordinary circumstances, award bonus incentives, including cash bonuses, to executive officers. Based on shareholder feedback, the Compensation Committee has committed to not make one-time equity awards to its executive officers absent extraordinary circumstances, except in connection with new hires or promotions. In the event the Compensation Committee determines that a one-time equity award is necessary and appropriate, such special award will have, except in the case of new hires or promotions, at least a three-year vesting period and will be primarily performance-based. The Compensation Committee approved the following awards to Mr. Ryan in 2023: a cash bonus of $200,000 and equity awards under the long-term incentive plan, having a total grant date value of $550,000, to supplement his 2023 annual equity award grants. The supplemental awards are subject to the same terms and conditions, including vesting and performance sharegoals, and have the same allocation between PSUs and RSUs as Mr. Ryan’s 2023 annual grants. In making these awards to Mr. Ryan, the Compensation Committee noted Mr. Ryan’s extraordinary performance in leading the Company’s government affairs team and stockalso recognized Mr. Ryan’s leadership of the Company’s regulatory efforts, including the filing of rate cases in all of the Company’s service territories over 2023 and 2024, representing an unusual and heavy burden for the Company’s regulatory team.
Actions Taken Regarding 2024 Executive Compensation Program
Long-Term Incentive Plan Awards
The Compensation Committee approved certain modifications to the retirement provisions for PSUs and RSUs granted beginning February 2024. For such awards provide that “retirement eligible” participants (age(other than any sign-on or buy-out awards), a participant is eligible for the retirement provisions under the awards if the participant terminates employment for any reason (other than by the Company for cause or due to death or disability) and:
•
the participant is at least age 55 with five yearsand the sum of service)the participant’s service and age is 65 or greater;
​
•
the participant provides at least three months’ written notice of his or her retirement or, for certain of officers including our named executive officers, reasonable advanced written notice of his or her retirement, as determined by the Compensation Committee;
​
•
the participant submits a transition plan accepted and approved by the Company; and
​
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•
for certain officers, including our named executive officers, the Compensation Committee approves, in its sole discretion, the participant’s retirement under the award.
​
A participant who terminate employmentsatisfies these requirements will receive afull payment underof the award, if any,awards based on the actual achievement of the applicable performance objective at the end of the performance period, or vesting period,provided, however, that if applicable, with any such amountpro-rated forthe award was granted during the year of the participant’s termination of employment, payment of the award is subject to proration based on the period of theirthe participant’s employment during the performance or vesting period, as applicable. Upon termination for cause, no benefits are payable underMoreover, the award agreements.

Further, for awards made beginning in February 2018, subject to Compensation Committee approvalmay elect to approve such retirement vesting for certain of our officers, including ourany named executive officers, a “retirement eligible” participant will vest in amounts that wouldofficer who does not otherwise be forfeited upon retirement due tomeet one or more of the prorationrequirements described above if: (1)if it is determined to be in the award was granted prior to the year of termination of employment; (2) the sumbest interests of the retirement eligible participant’s service and age is 65 or greater; (3)Company. The Compensation Committee modified the retirement eligible participant provides at least six months’ written notice of his or her retirement; and (4)provisions to reinforce the retirement eligible participant submits a transition plan. Any such vesting for our named executive officers will be at the sole discretion of the Compensation Committee. This change reinforces theCompany’s overall compensation philosophy by further supporting its strategic workforce planning, increasing employee engagement, and providesencouraging the development of robust succession and transition plans to effect a smooth transition and retirement from the organization while continuing to provide an opportunity for executives to become eligible for compensation that was previously awarded and was designated as total compensation but was partiallywould otherwise be forfeited upon retirement.

The retirement provisions that applied prior to these modifications are described in “Executive Compensation Tables—Equity Incentive Plan Awards—Additional Information—Additional Information Regarding Our Equity Incentive Plan Awards.”

The Compensation Committee also approved this change to further align our executive compensation with botha three-year graded vesting schedule for RSUs granted beginning February 2024 under which one-third of the short-term and long-term Company objectives and shareholder interests by supporting our strategic workforce planning and increasing employee engagement. Management believes that this change facilitates the development of robust succession and transition plans so that we may successfully effect a smooth transition and retirement from the organization.

Awards made beginning in February 2018 also include restrictive covenants that are beneficial to the Company by requiring forfeiture of unpaid awards and return of paid awards upon breach of confidentiality,non-solicitation andnon-competition obligations.

36CenterPoint Energy

  2018 Proxy Statement  

Compensation Discussion and Analysis (continued)

The awards also provide for full vesting upon the participant’s death or termination of employment due to disability (as defined under our long-term disability plan). For performance shares, such vesting is at the target level of achievement. Awards prior to February 2018 provided for pro rata vesting upon the participant’s death or termination of employment due to disability, with such pro rata vesting basedunderlying units will vest on the number of days employed in the performance cycle and the target level of achievement for performance shares and on the number of days employed in the vesting period for stock awards.

2017 Executive Compensation Program

For 2017 base salaries and short-term and long-term incentive targets for our named executive officers, please see “—Executive Summary—Our 2017 Executive Compensation Program.”

In 2017, the Compensation Committee structured the short-term incentive plan for 2017 for our senior executive officers to include an “umbrella” feature. Under this “umbrella” feature, maximum bonus amounts were initially determined based on achievement of one or more threshold performance goals which were established by the Committee on or before March 31, 2017. The threshold goal for 2017 was $425 million in core operating income. The Committee could exercise its negative discretion to determine the actual bonuses payable to our senior executive officers, in each case considering our actual performance with respect to the separate annual performance goals approved by the Committee in February 2017. This design was implemented to better enable us to make bonus awards intended to qualify as “performance-based” compensation within the meaning of Section 162(m) such that, if so qualified, payouts under the short-term incentive plan would be deductible for federal income tax purposes. However, under Tax Reform, the performance-based compensation exclusion under Section 162(m) was eliminated. As a result, effective for taxable years beginning after December 31, 2017, payouts under the short-term incentive plan to our senior executive officers will not be deductible for federal income tax purposes to the extent the 162(m) deduction limit is exceeded regardless of any umbrella feature. As such, an umbrella feature was not adopted for the 2018 plan year.

2018 Executive Compensation Program

Consistent with our compensation philosophy of targeting the market median (50th percentile) of our peers for each major element of compensation, in February 2018, the Compensation Committee considered competitive market data provided by Meridian and made adjustments to the compensation for each of the named executive officers as describedfirst three anniversaries of the grant date, subject to continued employment and achievement of positive operating income for the last full calendar year preceding the applicable vesting date. Prior to this change, RSUs vested under a three-year cliff vesting schedule, but also subject to continued employment and achievement of positive operating income for the last full calendar year of the restricted period. This change in “—Executive Summary—Actions Taken Regarding 2018 Executive Compensation Program.”

In February 2018,vesting schedule will allow participants to share ownership in the Compensation Committee also determined that 2018company more quickly and increase interest in the company’s performance while continuing to encourage retention of key employees.

2024 Performance Share Unit Metrics
We have provided the following information in response to feedback from shareholders requesting additional disclosure about our 2024 long-term performance goals under our PSU awards. The design of our 2024 PSU awards, which comprise seventy-five percent of our long-term incentive compensation, is consistent with the design of our 2023 PSU awards, would again be allocated between performance shares and restricted stock unitswith the addition of a price-to-earnings ratio (P/E) modifier to awards based on TSR. The P/E modifier was introduced to incentivize achievement of a 70% and 30% basis, respectively. The Compensation Committee determined that 2018 performance sharepeer leading P/E ratio, reflective of the Company’s position as a premium utility. Like our 2023 PSU awards, would beour 2024 PSU awards were made in twothree separate grants, with 40%the payout opportunity for each grant based on a different performance objective. Thirty-five percent of totalthe 2024 annual long-term incentive compensationawards were based on total shareholder returnTSR over the three-year performance cycle as compared to our 2018 peer group, which includes the companies listed under “Rolethat of the Compensation Committee”other 18 companies included in addition to Avangrid, Inc. and Edison International, and 30% of total long-term incentive compensationour peer group. Another thirty-five percent were based on achieving a cumulative utility net incomespecified non-GAAP Adjusted EPS goal over the three-year performance cycle.

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  2018 Proxy Statement  

Compensation Discussion and Analysis (continued)

LOGO

Thirty The remaining five percent of long-term compensation iswere based on the achievement ofachieving a three-year cumulative utility net income goal. Forspecified carbon emissions reduction goal over the three-year performance cycle ending December 31, 2020, the cumulative utility net income performance goal reflects annual growth targets for each of 2019 and 2020 relative to the 2018 utility net income target from our approved five-year plan.

cycle.

If performanceactual achievement for the goalperformance objective under an award does not meet at least the threshold level, the Compensation Committee will not approve a distribution for the award, except in the case of an award based on TSR when the P/E modifier is triggered as described below. If a performance objective meets or exceeds the threshold level, the threshold payout for these awards is 33% of target for the TSR performance objective and 50% of target for the applicable EPS performance and carbon emissions reduction objectives, and the maximum payout opportunity is 200% of target for all three performance objectives. In case of awards based on the TSR performance objective, however, if the Company’s P/E ratio ranks in the top quartile of our peer group, a P/E modifier will apply that provides for a minimum 75% payout level for the award regardless of the level of TSR performance achieved.
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[MISSING IMAGE: tb_2024awards-pn.jpg]
   *
Adjusted EPS is a non-GAAP metric which includes consolidated net income from electric and natural gas segments, as well as after-tax corporate and other operating income and corporate overhead. The metric is adjusted for certain factors to reflect what we consider to be our fundamental business performance.
​
  **
Adjusted EPS goal at each level represents 8.5% annual growth in 2024 and 8% annual growth in 2025 and 2026, based on 2023 (Maximum), 8% annual growth in 2024 and 6% annual growth in 2025 and 2026, based on 2023 (Target) and 7% annual growth in 2024 and 5.5% annual growth in 2025 and 2026, based on 2023 (Threshold).
​
 ***
Linear interpolation between award levels.
​
****
Results will represent an average of 20 TSR calculation periods, beginning the first 20 of the last 30 trading days preceding the performance period and ending the first 20 of the last 30 trading days of the performance period.
​
Our Executive Compensation Decision-Making Process
The Compensation Committee of the Board of Directors oversees compensation for our named executive officers and other senior executives, including base salary and short-term and long-term incentive awards, as applicable. The Compensation Committee also administers incentive compensation plans, evaluates our Chief Executive Officer’s performance and reviews management succession planning and development. The Board of Directors has determined that the members of the Compensation Committee meet the applicable requirements for independence under the standards of the SEC and the NYSE discussed under “Item 1. Election of Directors—Director Independence.” The following graphic and narrative depict the Compensation Committee’s decision-making process.
[MISSING IMAGE: fc_decision-pn.jpg]
Role of Compensation Committee
The Compensation Committee reviews each element of compensation annually to confirm or improve alignment with stated compensation objectives. As a result of its review, the Compensation Committee may approve a payout of 50%adjustments to 200% of the number of thebase salary, short-term and long-term incentive target performance shares awarded. Similar to our cumulative operating income goalcompensation levels for the 2017–2019 performance cycle, consolidated net income will be further adjustednamed executive officers to account for the following: the net income frombetter align compensation with our midstream investments segment and any impact to income from the change in value of the ZENS-related securities and the effects of mergers, acquisitions and divestitures on such securities, among others. The three-year cumulative utility net income target will be updated if our financial plan changes as a result of any acquisitions, mergers and divestitures.

market-based pay philosophy. In February 2018,its review, the Compensation Committee approved thealso takes into consideration whether any incentive compensation target or performance objectivesobjective could lead to a decision by an executive to take an inappropriate level of risk for our short-term incentive plan for fiscal year 2018. The performance goals approved for 2018 consist of the following:

​
Performance ObjectivesWeightings of
Performance
Objectives

Overall Company Core Operating Income

35% 

Consolidated Diluted Earnings Per Share

20% 

Overall Company Operations and Maintenance Expenditures

25% 

Customer Satisfaction Composite

10% 

Safety Composite

10% 

Total Weightings

100% 

The Compensation Committee may exercise its discretion to determine the actual bonuses payable to our senior executive officers, in each case considering our actual performance with respect to the performance goals. The Compensation Committee intends to not make any payments for the 2018 plan year if core operating income does not equal or exceed $725 million.

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Compensation Discussion

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the Company. In establishing individual incentive targets and Analysis (continued)

Equity Award Practices

In accordance with the terms of our long-term incentive plan, our practice is to price annual grants of equity awards, at the closing market price for our common stock on the New York Stock Exchange on the grant date, which is the date the Compensation Committee approvesconsiders the grants. Long-term incentive grants made other than atdata provided by its consultant, the timelevel and nature of the annual grantsexecutive’s responsibility, the executive’s experience and the Compensation Committee’s own qualitative assessment of the executive’s performance and contribution to the execution of the Company’s strategy. In making these determinations, the Compensation Committee also takes into account our Chief Executive Officer’s performance evaluations of and recommendations regarding his direct reports.

Annually, the Compensation Committee directs its consultant to review the base salary and short-term and long-term incentive levels of our senior or named executive officers, as applicable. To ensure that our compensation programs are market-based, the compensation consultant analyzes and matches the position and responsibilities of each named executive officer to proxy statement data from a peer group of utility companies and to published compensation surveys covering both the utility industry and general industry. We do not consider geographical differences to be a relevant factor since we recruit on a national basis.
Role of Management
Of our named executive officers, the Chief Executive Officer, the Chief Financial Officer, and the Chief Human Resources Officer have a role in determining executive compensation policies and programs. Our Chief Executive Officer, Chief Financial Officer, and Chief Human Resources Officer work with business unit and functional leaders along with our internal compensation staff to provide information to the Compensation Committee in conjunction with the independent compensation consultant to help ensure that all elements of compensation support our business strategy and goals.
Our Chief Executive Officer, Chief Financial Officer, and Chief Human Resources Officer also been providedperiodically review and recommend specific Company performance metrics to be used in short-term and long-term incentive plans. The listed executive officers work with the various business units and functional departments to develop these metrics, which are then presented to the Compensation Committee for promotionits consideration and retentionapproval.
Additionally, our Chief Executive Officer reviews and recommends changes to the peer companies used for compensation purposes orusing internal analyses of revenue, market capitalization and comparable business mix (e.g., natural gas versus electric; regulated versus unregulated; generation versus transmission and distribution). These recommendations are reviewed by the Compensation Committee’s independent consultant and then presented to new employees as an inducementthe Committee for employment. These typesits consideration and approval.
Within the parameters of grants are approvedthe compensation policies established by the Compensation Committee, or, with respect to ournon-executive officers, a Special Stock Award Committee, which includes our Chief Executive Officer. In February 2017, the Compensation Committee authorized 135,000 shares to be in a special stock award pool to be usedOfficer also makes preliminary recommendations for certain discretionary annual grants tonon-officersbase salary adjustments and for any grants made at other times by the Special Stock Award Committee. We do not have a practice of timing grants in coordination with the release of material information or timing grants to enhance the value of stock options to optionees. We have not granted stock options since 2004.

Recoupment of Awards

The Board has implemented a policy for the recoupment of short-term and long-term incentive paymentslevels for the other named executive officers. Our Chief Executive Officer also recommends payment amounts for the other executive officers’ short-term incentive plan awards. Our Chief Executive Officer bases his recommendations on a variety of factors such as his appraisal of the executive’s job performance and contribution to CenterPoint Energy, improvement in organizational and employee development and accomplishment of strategic priorities. Our executive officers do not determine or approve any element or component of their own compensation, nor are they present during the Compensation Committee’s discussions regarding their own compensation. This includes base salary, short-term or long-term incentive targets, and all other aspects of compensation.

Role of Consultant
To assist in carrying out its responsibilities, the Compensation Committee retains a consultant to provide independent advice on executive compensation and to perform specific tasks as requested by the Compensation Committee. The Compensation Committee retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant due in large part to its competitive market intelligence for executive pay and governance in the eventutilities and energy services industries. The consultant reports directly to the Compensation Committee, which preapproves the scope of work and the fees charged. The Compensation Committee or the Governance, Environmental and Sustainability Committee may direct our compensation consultant to perform additional analyses or research related to compensation issues.
The Compensation Committee reviews and assesses the independence and performance of its compensation consultant in accordance with applicable SEC and NYSE rules on an officerannual basis to confirm that the consultant is foundindependent and meets all applicable regulatory requirements. In making this determination, the Compensation Committee reviewed information provided by its compensation consultant including the following factors:
•
the provision of other services to have engaged in CenterPoint Energy by the compensation consultant;
​
•
the amount of fees received from CenterPoint Energy by the compensation consultant as a percentage of total revenue of the compensation consultant;
​
•
the policies and procedures of the compensation consultant that are designed to prevent conflicts of interest;
​
•
any fraud, intentional misconductbusiness or gross negligencepersonal relationship of the Compensation Committee’s advisor (i.e., the employees of the compensation consultant that leads to a restatement of all, or a portion of, our financial results. This policy permits us to pursue recovery of incentive payments if the payment would have been lower basedwork on the restated financial results.

CenterPoint Energy team) with a member of the Compensation Committee;

​
•
any stock of CenterPoint Energy owned by the Compensation Committee’s advisor or the advisor’s immediate family members; and
​
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​

•
any business or personal relationship of the Compensation Committee’s advisor or any other employee of the compensation consultant with an executive officer at CenterPoint Energy.
​
In particular, except for certain services provided to the Governance, Environmental and Sustainability Committee of the type detailed above, with respect to director compensation, the Compensation Committee noted that Meridian provided no other services to CenterPoint Energy.
Our 2023 Peer Group
In making decisions about executive pay programs and levels, the Compensation Committee references compensation data from our peer group. Selection criteria considered in establishing the peer group include companies within comparable Global Industry Classification Standard sectors, comparable business mix and complexity, companies who list CenterPoint Energy as a peer in their proxies, the peers that the current peer group list as comparable, companies listed in shareholder advisor reports regarding CenterPoint Energy and companies within a reasonable range of CenterPoint Energy relative to 12-month trailing revenue, total assets, enterprise value and current market capitalization. We believe that the use of this group as a reference for evaluating our Executive Stock Ownership Guidelinescompensation policies helps align us with our peers and competitors. We also believe this group of companies provides a sufficiently large data set that is generally not subject to wide changes in compensation data.
Our peer group stayed the interestssame from 2022 to 2023. This group of companies was identical to the group of companies used for measuring our officers, includingrelative total shareholder return under our named executive officers, with2023 long-term incentive compensation awards.
For 2023, the interestspeer group for proxy statement data consisted of shareholders. The guidelines provide that our executives maintain common stock ownership as follows:

the following 18 publicly traded utility companies:
​Alliant Energy Corporation​​Entergy Corporation​
Executive​Ameren Corporation​​Guidelines for Ownership of Common StockEvergy, Inc.​

Chief Executive Officer

​		American Electric Power Company, Inc.

5X

​		​

Market value of five times base salary

Eversource Energy		​

Executive Chairman

​		Atmos Energy Corporation

3X

​		​

Market value of three times base salary

NiSource Inc.		​

    Other Senior Executives

​		Avangrid, Inc.

3X

​		​

Market value of three times base salary

Pinnacle West Capital Corporation		​
​CMS Energy Corporation​​Public Service Enterprise Group Incorporated​
​Consolidated Edison, Inc.​​Sempra Energy​
​DTE Energy Company​​WEC Energy Group, Inc.​
​Edison International​​Xcel Energy Inc.​

For purposes of

This peer group had median revenues and assets comparable to CenterPoint Energy.
​​​​TOTAL REVENUE​​TOTAL ASSETS​
​​​​(in millions, except for percentages)​
​CenterPoint Energy, Inc.​​​$9,225​​​​$39,001​​
​Relative Percentile Rank Position​​​​44%​​​​​33%​​
​Data is presented as of September 30, 2023 and sourced from FactSet Revenue represents trailing twelve months ended September 30, 2023​​​​​​​​​​​​​
Meridian compared the guidelines, the ownership requirement will be determined annually2023 peer group to CenterPoint Energy based on key financial metrics and size and recommended the executive’s current base salary.replacement of Pinnacle West Capital Corporation with PPL Corporation for the Company’s 2024 peer group. The base salary multiple is converted to a fixed number of shares (rounded to the nearest 100 shares) using the prior365-calendar day average closing price of our common stock as reported by the New York Stock Exchange.

In addition to shares of CenterPoint Energy common stock owned outright, equivalent shares held in our savings plan, unvested stock awards, and shares held in trust are counted towards the guidelines. Unvested performance share awards do not count towards the guidelines for our officers. Until the designated ownership level is reached, the officer is expected to retain at least 50% of theafter-tax shares delivered through the long-term incentive plan. Certain exclusions apply to the retention expectation, such as estate planning, gifts to charity, education and the purchase of a primary residence. Newly hired or recently promoted officers are given a reasonable period of time to comply with these guidelines. The Committee reviews our officers’ stock holdings annually to monitor compliance with these guidelines. We have also adopted a policy prohibiting directors and corporate and senior division officers from pledging shares to secure loans, subject to grandfathering of existing arrangements, or otherwise holding shares of our common stock in margin accounts.

Although we do not conduct formal benchmarking studies of ownership guidelines, the ownership guidelines and the administration of the program are reviewed annually by the Compensation Committee with advice from the Committee’s consultant.

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Compensation Discussionevaluated and Analysis (continued)

approved this peer group change.

Review of Tally Sheets

At least annually, (with the most recent pro forma December 31 version presented in December 2017), the Compensation Committee reviews tally sheets for each of our then-current named executive officers that reflect all components of compensation, including base salary, short-term and long-term incentive compensation, other perquisites, imputed income, death benefits and benefits or payments that would be payable in connection with a change in control or termination of employment. Tally sheets are provided to the Compensation Committee to show how various compensation and benefits amounts are interrelated and how changes in one component of compensation impact other components and to enable Compensation Committee members to quantify amounts payable upon various termination scenarios.

Change in Control Plan

CenterPoint Energy has a change in control plan that is intended to help ensure that our officers, including our senior executive officers

Other Compensation Programs and our Executive Chairman, continue to give their full attention to our business needs in the event we were to become the subject of the types of change in control transactions described in the plan. The plan includes a “double trigger,” whereby to be eligible for benefits, the executive’s employment must be terminated within a set period before or after a change in control. The plan does not provide for any excise taxgross-up payments. For a more detailed discussion, refer to “Potential Payments upon Change in Control or Termination.”

Practices

Benefits

We have maintained a defined benefit plan for eligible employees since 1953 to help employees provide for retirement and to attract and retain employees. This plan is closed to all employees hired or rehired on or after January 1, 2020 (or January 1, 2021 with respect
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to certain union employees). In addition, we maintain a benefit restoration plan as a nonqualified supplemental retirement plan to generally provide for benefits in excess of those available under the retirement plan due to annual limits imposed by the Internal Revenue Code. Changes in base salary and/or short-term incentive compensation affect benefits payable under the retirement plan and the benefit restoration plan. See “Executive Compensation Tables—Pension Benefits” for a description of the retirement plan and benefit restoration plan. The present value of the accumulated benefits under the plans for each seniornamed executive officer is set forth in the Pension Benefits table.

We maintain a savings plan, which includes matchingemployer contributions, designed to encourage all employees to help provide for their own retirement and to attract and retain employees. We also have a nonqualified savings restoration plan that provides for matchingemployer contributions not available under the savings plan due to Internal Revenue Code limits. Base salary and short-term incentive compensation are included as eligible plan compensation under the provisions of the savings plan and the savings restoration plan. See “Executive Compensation Tables—Savings Plan and Savings Restoration Plans” for further information. MatchingEmployer contributions to the plans for the seniornamed executive officers are included in the footnote to the All Other Compensation column of the Summary Compensation Table.

Our senior

Prior to January 1, 2023, our named executive officers maycould defer salary and short-term incentive compensation under our deferred compensation plan. The plan was frozen as of January 1, 2023 such that no further compensation may be deferred under the plan after that date. For further information and a description of the plan, see “Executive Compensation Tables—​Deferred Compensation Plans.” The above-market portion of the 20172022 aggregate earnings is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.

We also have an executive life insurance plan providing endorsement split-dollar life insurance in the form of a death benefit fornon-employee directors who were elected to the Board prior to January 1, 2001 (Mr. Carroll). The purpose of this plan is to assist the executive’s beneficiaries with the impact of estate taxes on deferred compensation plan distributions. Due to changes in tax laws, we froze entry into this plan effective January 1, 2002. See footnote 6(e) to the Summary Compensation Table for a description of the plan.

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Compensation Discussion and Analysis (continued)

We also provide executives with the same health and welfare benefits provided to all other similarly situated employees, and at the same cost charged to all other eligible employees. Executives are also entitled to the same post-retirement health and welfare benefits as those provided to similarly situated retirees.

Termination Benefits
As described later in the section titled “Executive Compensation Tables—Potential Payments upon Change in Control or Termination,” CenterPoint Energy has a change in control plan that is intended to help ensure that our officers, including our named executive officers, continue to give their full attention to our business needs in the event we were to become the subject of the types of change in control transactions described in the plan. The plan includes a “double trigger,” whereby to be eligible for benefits under the plan, the executive’s employment must be terminated within a set period before or after a change in control. The plan does not provide for any excise tax gross-up payments.
We do not maintain individual employee agreements or a separate non-change-in-control severance plan for executives. However, in response to shareholder feedback, the Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments to our named executive officers. The guidelines do not entitle any executive to severance benefits upon termination. The Compensation Committee continues to have discretion to determine a named executive officer’s eligibility for severance benefits, and the amounts of any benefits, and has committed to applying the limitations set forth in the guidelines in its determination. For a more detailed discussion, refer to “Executive Compensation Tables—Potential Payments upon Change in Control or Termination.”
Perquisites
We do not consider perquisites to be a material component of our executive compensation. In 2023, certain of our named executive officers received certain perquisites and limited personal benefits that we view as having a sound value to our business.
•
Security-related Services. Upon Mr. Lesar’s appointment as President and Chief Executive Officer, the Company obtained a comprehensive security risk assessment conducted by an independent security consultant. As a result of such security consultant’s recommendations, the Company determined that Mr. Lesar should receive certain security-related services during 2023, most notably the use of a car and security driver and for security personnel as accompaniment on business-related travel. The Company believes the provision of these security-related services mitigates risk to the Company by supporting Mr. Lesar’s safety, health and well-being.
​
•
Aircraft Usage. Mr. Lesar occasionally utilized for personal travel purposes the company aircraft maintained for executive business travel. During times when company aircraft was unavailable, the Company contracted with a third-party aircraft charter company to provide executive travel services, which were utilized by Messrs. Lesar, Wells, and Foster for personal travel purposes. Use of company aircraft as well as the third-party aircraft charter company for personal trips was intended for efficiency, security and personal safety. On occasion, family members and guests of named executive officers travel on non-commercial aircraft when the aircraft is already going to a specific destination for a business purpose.
​
•
Financial Planning Services. Our executives are eligible to receive certain financial planning services.
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•
Relocation Benefits. Mr. Foster received relocation benefits during 2023, including the purchase of his home, in connection with the requirement that he relocate to Houston for his new role. Relocation benefit expenses incurred in 2023 include loss on sale, commissions, fees, warranty, and insurance.
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We do not provide tax gross-ups on perquisites, except on certain relocation-related benefits that are generally available to all employees.
Risk Assessment
The Compensation Committee, together with Meridian, conducts a compensation risk assessment, including review of performance metrics, pay mix, pay leverage, checks and balances, external market references and goal setting, and no areas of concern were identified in the assessment. The Compensation Committee considers the results of this assessment in developing and evaluating compensation program design.
Hedging Policy
As part of our Insider Trading Policy, our directors and officers are prohibited, and our non-officer employees are strongly discouraged, from hedging the risk of ownership of our common stock by purchasing, selling or writing options on our common stock or engaging in certain other types of transactions. Prohibited hedging or monetization transactions include a number of possible mechanisms, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
Recoupment of Compensation
The Board has implemented an Executive Officer Recovery Policy in compliance with the NYSE listing standards issued in accordance with the Dodd Frank Act of 2010 that provides for the recovery of incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, regardless of the executive officer’s culpability. The incentive-based compensation subject to this policy includes any compensation that was granted, earned, or vested based upon the attainment of a financial reporting measure and that was received by an executive officer after the policy effective date of October 2, 2023 and during a three-year lookback period.
We also maintain a separate policy for the recoupment of incentive compensation from any officer, regardless of culpability, in the event of an accounting restatement where the restatement would have resulted in a lower amount of incentive compensation and for the recoupment of any compensation from any employee who is found to have engaged in wrongdoing in connection with corporate criminal misconduct. This second policy applies in situations not covered by the Executive Officer Recovery Policy or the listing standards issued under the Dodd Frank Act and applies to non-executives as well as to executive officers.
Executive Stock Ownership Guidelines
We believe that our Executive Stock Ownership Guidelines align the interests of our officers, including our named executive officers, with the interests of shareholders. The guidelines provide that our executives maintain common stock ownership as follows:
​EXECUTIVE​​GUIDELINES FOR OWNERSHIP OF COMMON STOCK​
​Chief Executive Officer​​5X​​Market value of five times base salary​
​Executive Vice Presidents​​3X​​Market value of three times base salary​
​Senior Vice Presidents​​2X​​Market value of two times base salary​
In addition to shares of our common stock owned outright, equivalent shares held in our savings plan, unvested stock awards, and shares held in trust are counted towards the guidelines. Unvested performance share unit awards do not count towards the guidelines for our officers. Until the designated ownership level is reached, the officer is expected to retain at least 50% of the after-tax shares delivered through the long-term incentive plan. Certain exclusions apply to the retention expectation, such as estate planning, gifts to charity, education and the purchase of a primary residence. Newly hired or recently promoted officers are given a reasonable period of time to comply with these guidelines. The Compensation Committee reviews our officers’ stock holdings annually to monitor compliance with these guidelines. We have also adopted a policy prohibiting directors and corporate and senior division officers from pledging shares of our common and preferred stock to secure loans, subject to grandfathering of existing arrangements, or otherwise holding shares of our common stock in margin accounts.
Although we do not conduct formal benchmarking studies of ownership guidelines, the ownership guidelines and the administration of the program are reviewed annually by the Compensation Committee with advice from the Compensation Committee’s consultant.
Tax Considerations

Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation in excess of $1 million for any covered employee. The covered employees subject to this limitation include any individual who serves as our namedchief executive officers. Prior to Tax Reform, this limit applied to our Chief Executive Officer and anyofficer, chief financial officer or one of our other three next-highest-paidmost highly compensated executive officers (other than our Chief Financial Officer) unless the compensation metin 2017 or any subsequent calendar year, and, except for certain rules qualifying it asgrandfathered arrangements, there is no exception for qualified performance-based
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compensation. However, Tax Reform eliminated the exclusion for performance-based compensation under Section 162(m), and such compensation paid to our named executive officers is now subject to the $1 million deductibility limit effective as of 2018.

The Compensation Committee believes that, in establishing the compensation program for our executives, the potential deductibility of the compensation should be only one of a number of relevant factors taken into consideration. For that reason, the Compensation Committee may deem it appropriate to provide one or more of our executives with the opportunity to earn compensation, whether through incentive awards or otherwise, which may not be deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. The Compensation Committee believes it is important to maintain flexibility in structuring compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of Section 162(m) of the Internal Revenue Code. In 2018, the Compensation Committee will review the application and impact of the Tax Reform, if any, on our compensation programs, and the Board will evaluate this impact in the context of the other competing aims of the Company’s compensation programs.

Unlike certain of our change in control agreements, which expired on December 31, 2014, our

Our change in control plan described above for our named executive officers does not provide agross-up payment to cover any excise tax an executive is determined to owe on an “excess parachute payment.” For additional discussion about our change in control plan, refer to “Potential“Executive Compensation Tables—Potential Payments upon Change in Control or Termination.”

Our executive plans and agreements that are subject to Section 409A of the Internal Revenue Code are intended to comply with Section 409A of the Internal Revenue Code.

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TABLE OF CONTENTSEXECUTIVE COMPENSATION TABLES

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EXECUTIVE COMPENSATION TABLES
The following tables show compensation information for:information: (i) for the periods ended December 31, 2023, 2022, and 2021, for (a) our Former Chief Executive Officer who served as Chief Executive Officer during 2023, (b) our President and Chief Executive Officer who served as President and Chief Operating Officer during 2023 as well as Chief Financial Officer until his replacement was appointed in May 2023, (c) our Former Executive Vice President, Utility Operations, and (d) our Executive Vice President and General Counsel and (ii) for the period ended December 31, 2023, (x) our Executive Vice President and Chief Financial Officer who was appointed in May 2023, (y) our Executive Vice President for our Electric Division and Chief Human Resources Officer, and (z) our Executive Chairman for theone-year periods ended December 31, 2017, 2016 and 2015 and our Senior Vice President, Regulatory Services and General Counsel for theone-year period ended December 31, 2017.

Government Affairs.

Summary Compensation Table for Fiscal Year 2017

Name and Principal Position Year  Salary
($)		  Bonus(1)
($)		  Stock
Awards(2)
($)		  Option
Awards(3)
($)		  Non-Equity
Incentive
Plan
Compensation(4)
($)		  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
($)		  All Other
Compensation(6)
($)		  Total
($)		 

Scott M. Prochazka

  2017   1,154,925   —   4,799,991   —   1,766,458   159,193   143,958   8,024,525 

President and Chief Executive Officer

  2016   996,525   —   3,976,820   —   1,315,413   130,855   318,623   6,738,236 
  2015   920,250   —   2,643,980   —   1,039,882   87,517   124,841   4,816,470 

William D. Rogers

  2017   555,000   —   1,111,500   —   545,000   70,600   51,249   2,333,349 

Executive Vice President and Chief Financial Officer

  2016   485,000   —   866,994   —   450,000   37,696   154,287   1,993,977 
  2015   367,292   —   961,484   —   330,000   17,491   63,775   1,740,042 

Tracy B. Bridge

  2017   512,499   —   832,015   —   515,000   113,323   57,103   2,029,940 

Executive Vice President and President Electric Division

  2016   481,250   —   784,010   —   410,000   97,932   53,392   1,826,584 
  2015   451,250   —   689,246   —   380,000   36,826   52,879   1,610,201 

Milton Carroll

  2017   662,500   —   2,025,014   —   —   37,145   6,767   2,731,426 

Executive Chairman

  2016   618,750   —   1,875,006   —   —   33,648   6,264   2,533,668 
  2015   600,000   —   1,823,427   —   —   31,235   7,510   2,462,172 

Dana C. O’Brien

  2017   492,500   —   774,991   —   430,000   45,937   51,433   1,794,861 

Senior Vice President and General Counsel

         
         

2023
​Name and Principal
Position		​​Year​​
Salary
($)
​​
Bonus(1)
($)
​​
Stock
Awards(2)
($)
​​
Option
Awards(3)
($)
​​
Non-Equity
Incentive
Plan
Compensation(4)
($)
​​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
($)
​​
All Other
Compensation(6)
($)
​​
Total
($)
​
​
David J. Lesar
Former Chief Executive Officer
​​​​2023​​​​​1,493,269​​​​​—​​​​​9,900,034​​​​​—​​​​​4,068,750​​​​​—​​​​​742,421​​​​​16,204,475​​
​​​2022​​​​​1,423,241​​​​​—​​​​​8,481,240​​​​​—​​​​​3,407,250​​​​​—​​​​​
632,243(7)
​​​​​13,943,974​​
​​​2021​​​​​1,425,000​​​​​—​​​​​33,359,999​​​​​—​​​​​2,116,125​​​​​—​​​​​908,686​​​​​37,809,810​​
​
Jason P. Wells
President and Chief Executive Officer​
​​​​2023​​​​​969,039​​​​​—​​​​​3,919,966​​​​​—​​​​​1,972,250​​​​​—​​​​​220,210​​​​​7,081,465​​
​​​2022​​​​​667,463​​​​​—​​​​​1,737,497​​​​​—​​​​​860,063​​​​​—​​​​​193,847​​​​​3,458,870​​
​​​2021​​​​​665,000​​​​​—​​​​​1,675,003​​​​​—​​​​​548,625​​​​​—​​​​​362,752​​​​​3,251,380​​
​
Christopher A. Foster
Executive Vice President
and Chief Financial Officer​
​​​​2023​​​​​433,461​​​​​—​​​​​5,720,028​​​​​—​​​​​980,000​​​​​—​​​​​690,273​​​​​7,823,763​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Monica Karuturi
Executive Vice President and General Counsel​
​​​​2023​​​​​695,385​​​​​—​​​​​1,819,984​​​​​—​​​​​980,000​​​​​64,802​​​​​91,667​​​​​3,651,838​​
​​​2022​​​​​552,462​​​​​100,000​​​​​1,102,006​​​​​—​​​​​669,900​​​​​9,454​​​​​71,527​​​​​2,505,350​​
​​​2021​​​​​527,500​​​​​80,000​​​​​971,997​​​​​—​​​​​377,163​​​​​30,437​​​​​65,754​​​​​2,052,851​​
​
Jason M. Ryan
Executive Vice President, Regulatory Services & Government Affairs​
​​​​2023​​​​​505,962​​​​​200,000​​​​​1,570,014​​​​​—​​​​​624,750​​​​​58,652​​​​​99,211​​​​​3,058,589​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Lynne Harkel-Rumford
Executive Vice President
and Chief Human
Resources Officer​
​​​​2023​​​​​455,961​​​​​—​​​​​920,013​​​​​—​​​​​563,500​​​​​91,185​​​​​80,993​​​​​2,111,652​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Scott E. Doyle
Former Executive Vice President, Utility Operations
​​​​2023​​​​​85,384​​​​​—​​​​​—​​​​​—​​​​​—​​​​​
(102,747)
​​​​​2,114,193​​​​​2,096,830​​
​​​2022​​​​​563,504​​​​​—​​​​​1,500,005​​​​​—​​​​​—​​​​​
(119,284)
​​​​​90,477​​​​​2,034,702​​
​​​2021​​​​​518,750​​​​​—​​​​​997,503​​​​​—​​​​​399,437​​​​​34,944​​​​​100,381​​​​​2,051,015​​
​
(1)
For 2021, amounts for Ms. Karuturi include a retention cash bonus of $80,000. For 2022, amounts for Ms. Karuturi include a cash bonus of $100,000. For 2023, amounts for Mr. Ryan include a cash bonus of $200,000.
​
(2)
Reported amounts for our named executive officers represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. For 2021, amounts for Mr. Lesar include the retention awards under Mr. Lesar’s Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of Common stock that were granted through multiple annual awards in 2021, 2022, and 2023. The retention awards were valued at $25,240,000 as of the date of Retention Incentive Agreement
​
(1)​

For each of the years 2015, 2016 and 2017, no discretionary bonus payments (discretionary payments above amounts under our short-term incentive plan) were made to our named executive officers.

(2)

Reported amounts for our named executive officers represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. Reported amounts for Mr. Carroll include stock awards included as part of the compensation arrangements approved February 2015 in connection with his position as Executive Chairman of the Board. Under these arrangements, Mr. Carroll was granted 30,000 restricted stock units to be payable on June 1, 2017 contingent on his continued service as Chairman on such dates. As a result, we issued 30,000 shares of our common stock to Mr. Carroll on June 1, 2017. For purposes of the tables above and below, the effects of estimated forfeitures are excluded. Please also refer to the Grants of Plan-Based Awards for Fiscal Year 2017 table and the accompanying footnotes.

42
CenterPoint Energy, Inc.   2024 Proxy Statement
​​56​

  2018 Proxy Statement  

Executive

TABLE OF CONTENTS
(July 20,2021). Assumptions, where applicable, are the same assumptions disclosed in “Stock-Based Incentive Compensation Tables (continued)

Plans and Employee Benefit Plans” in Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. For purposes of the tables above and below, the effects of estimated forfeitures are excluded. Please also refer to the Grants of Plan-Based Awards for Fiscal Year 2023 table and the accompanying footnotes.

The maximum value at the grant date of stock awards for each of our named executive officers assuming the highest level of performance conditions is achieved is as follows:

Name  Year   

Maximum Value of

Stock Awards

($)

 

Prochazka

   2017    8,159,983 
   2016    6,760,594 
   2015    4,478,015 

Rogers

   2017    1,889,549 
   2016    1,473,890 
   2015    1,351,316 

Bridge

   2017    1,414,428 
   2016    1,332,817 
   2015    1,167,362 

Carroll

   2017    3,442,521 
   2016    3,187,511 
   2015    2,638,530 

O’Brien

   2017    1,317,488 

(3)

CenterPoint Energy has not granted stock options since 2004.

(4)

Non-Equity Incentive Plan Compensation represents short-term incentive awards earned with respect to performance in the designated year and paid in the following year. For more information on the 2017
​Name​​Year​​
Maximum Value of
Stock Awards
($)
​
​Lesar​​​​2023​​​​​17,325,068​​
​​​2022​​​​​14,842,178​​
​​​2021​​​​​38,232,004​​
​Wells​​​​2023​​​​​6,859,940​​
​​​2022​​​​​3,040,614​​
​​​2021​​​​​2,680,005​​
​Foster​​​​2023​​​​​7,085,065​​
​Karuturi​​​​2023​​​​​3,184,958​​
​​​2022​​​​​1,928,524​​
​​​2021​​​​​1,555,190​​
​Ryan​​​​2023​​​​​2,747,511​​
​Harkel-Rumford​​​​2023​​​​​1,610,015​​
​Doyle​​​​2023​​​​​0​​
​​​2022​​​​​2,625,002​​
​​​2021​​​​​1,596,011​​

​
(3)
CenterPoint Energy has not granted stock options since 2004.
​
(4)
Non-Equity Incentive Plan Compensation represents short-term incentive awards earned with respect to performance in the designated year and paid in the following year. For more information on the 2023 short-term incentive awards, refer to the Grants of Plan-Based Awards for Fiscal Year 2017 table and the accompanying footnotes. Mr. Carroll is not eligible for short-term incentive awards. The umbrella feature of our short-term incentive plan permits a maximum payout of up to 190% of an executive’s target.

(5)

The two components of the 2017 Change in Pension Value and Nonqualified Deferred Compensation Earnings are as follows:

Name  

Change in

Pension Value(a)

($)

   

Above Market Earnings on

Nonqualified Deferred

Compensation(b)

($)

   

Total

($)

 

Prochazka

   154,543    4,650    159,193 

Rogers

   60,911    9,689    70,600 

Bridge

   113,323    —    113,323 

Carroll

   —    37,145    37,145 

O’Brien

   45,937    —    45,937 

(a)

The Change in Pension Value is the increase or decrease in the present value of accumulated benefits under our retirement plan and the related benefit restoration plans from December 31, 2016 to December 31, 2017. Benefits are assumed to commence as of the earliest age that an individual could retire without a reduction in benefits. The present value as of December 31, 2017 assumed a discount rate of 3.65% and lump sum conversion interest rates of 2.65%, 3.40% and 3.65% for benefits paid within the first 5 years, 6th through 20th years, and all remaining years, respectively. The present value as of December 31, 2016 assumed a discount rate of 4.15% and lump sum conversion interest rates of 3.15%, 3.90% and 4.15% for benefits paid within the first 5 years, 6th through 20th years, and all remaining years, respectively. Refer to the narrative accompanying the Pension Benefits table for a more detailed discussion of the present value calculation.

(b)

Above Market Earnings consist of the amounts that exceed 120% of the applicable federal long-term rate at the time the interest rate was set.

(6)

The following table sets forth the elements of All Other Compensation for 2017:

Name  

Perquisites

and Other

Personal

Benefits(a)

($)

   

Tax

Reimbursements(b)
($)

   

Contributions

to Vested and

Unvested

Defined

Contribution

Plans

(qualified)(c)

($)

   

Contributions

to Vested and

Unvested

Defined

Contribution

Plans

(nonqualified)(d)

($)

   

Insurance

Premiums(e)
($)

   

Total All

Other

Compensation
($)

 

Prochazka

   —    —    16,200    126,020    1,738    143,958 

Rogers

   —    11    16,200    33,300    1,738    51,249 

Bridge

   —    15    16,200    39,150    1,738    57,103 

Carroll

   —    906    —    —    5,861    6,767 

O’Brien

   —    45    16,200    33,450    1,738    51,433 

Always There®43

  2018 Proxy Statement  

Executive Compensation Tables (continued)

(a)

None of the named executive officers received perquisites valued in excess of $10,000 during 2017.

(b)

The tax reimbursement amounts shown representgross-up payments related to perquisites and theafter-tax cost of imputed income that the named executive officers are required to recognize as a result of coverage under the executive life insurance plan described in footnote (e) below. Thegross-up payments are calculated assuming the highest individual income tax rate is applicable. The annual premiums on the executive life insurance policies are payable solely by CenterPoint Energy, and in accordance with the Internal Revenue Code, Mr. Carroll must recognize imputed income based upon the insurer’sone-year level term rates. Mr. Carroll is also provided a taxgross-up payment for all taxes due on the imputed income associated with the policy value so that coverage is provided at no cost to him.

(c)

These amounts represent CenterPoint Energy’s contributions to the savings plan, which is described under “Savings Plan and Savings Restoration Plans.”

(d)

These amounts represent benefits accrued under the savings restoration plan, which is described under “Savings Plan and Savings Restoration Plans.”

(e)

The insurance premium amounts include annual premiums we pay to provide life insurance coverage and long-term disability coverage for our senior executive officers. Mr. Carroll participates in an executive life insurance plan as a director who was elected to the Board before 2001 and was not an employee of the Company at the time of his initial election. This executive life insurance plan provides endorsement split-dollar life insurance with a death benefit equal to six times the director’s annual retainer, excluding any supplemental retainer, with coverage continuing after the director’s retirement from the Board. Due to limits on the increases in the death benefit under this plan, the death benefit for Mr. Carroll under the plan is $180,000. Upon the death of the insured, the director’s beneficiaries will receive the specified death benefit, and CenterPoint Energy will receive any balance of the insurance proceeds payable in excess of the specified death benefit.

Grants of Plan-Based Awards for Fiscal Year 2017

2023 table and the accompanying footnotes. Under the terms of our short-term incentive plan, an individual age 55 or older with at least five years of service satisfies certain retirement vesting provisions under the plan, and if the individual terminates employment during the plan year, he or she is eligible for a pro rata payment at the target level of achievement. For 2023, amounts for Mr. Lesar consist of an amount equal to Mr. Lesar’s short-term incentive award for the 2023 performance year, determined at the approved achievement level for other executive officers, as approved by the Board and Compensation Committee in connection with his retirement (refer to “Continued Execution of Succession Planning—Chief Executive Officer Transition—January 2024”).

​
(5)
The two components of the 2023 Change in Pension Value and Nonqualified Deferred Compensation Earnings are as follows:
​
​Name​​
Change in
Pension Value(a)
($)
​​
Above Market Earnings on
Nonqualified Deferred
Compensation(b)
($)
​​
Total
($)
​
​Lesar​​​​—​​​​​—​​​​​—​​
​Wells​​​​—​​​​​—​​​​​—​​
​Foster​​​​—​​​​​—​​​​​—​​
​Karuturi​​​​64,802​​​​​—​​​​​64,802​​
​Ryan​​​​58,272​​​​​380​​​​​58,652​​
​Harkel-Rumford​​​​91,185​​​​​—​​​​​91,185​​
​Doyle​​​​(102,747)​​​​​—​​​​​(102,747)​​
​
(a)
The Change in Pension Value is the increase or decrease in the present value of accumulated benefits under our retirement plan and the related benefit restoration plans from December 31, 2022 to December 31, 2023. Benefits are assumed to commence as of the earliest age that an individual could retire without a reduction in benefits. The present value as of December 31, 2023 assumed a discount rate of 4.95% and lump sum conversion interest rate of 4.95% for benefits paid in all future years. The present value as of December 31, 2022 assumed a discount rate of 5.15% and lump sum conversion interest rate of 5.15% for benefits paid in all future years. Refer to the narrative accompanying the Pension Benefits table for a more detailed discussion of the present value calculation.
​
(b)
Above Market Earnings consist of the amounts that exceed 120% of the applicable federal long-term rate at the time the interest rate was set.
​
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CenterPoint Energy, Inc.   2024 Proxy Statement
​​57​
TABLE OF CONTENTS
(6)
The following table sets forth the elements of All Other Compensation for 2023:
​
​Name​​
Perquisites
and Other
Personal
Benefits(a)
($)
​​
Tax
Reimbursements
($)(b)
​​
Contributions
to Vested and
Unvested
Defined
Contribution
Plans
(qualified)(c)
($)
​​
Contributions
to Vested and
Unvested
Defined
Contribution
Plans
(nonqualified)(d)
($)
​​
Insurance
Premiums
($)
​​
Other(e)
($)
​​
Charitable
Contributions(f)
($)
​​
Total All
Other
Compensation
($)
​
​Lesar​​​​251,374​​​​​—​​​​​29,700​​​​​411,347​​​​​—​​​​​—​​​​​50,000​​​​​742,421​​
​Wells​​​​30,591​​​​​—​​​​​29,700​​​​​134,919​​​​​—​​​​​—​​​​​25,000​​​​​220,210​​
​Foster​​​​649,891​​​​​21,171​​​​​9,900​​​​​9,312​​​​​—​​​​​—​​​​​—​​​​​690,273​​
​Karuturi​​​​—​​​​​—​​​​​19,800​​​​​62,117​​​​​—​​​​​—​​​​​9,750​​​​​91,667​​
​Ryan​​​​—​​​​​—​​​​​19,800​​​​​54,411​​​​​—​​​​​—​​​​​25,000​​​​​99,211​​
​Harkel-Rumford​​​​—​​​​​—​​​​​19,800​​​​​36,193​​​​​—​​​​​—​​​​​25,000​​​​​80,993​​
​Doyle​​​​16,570​​​​​—​​​​​5,123​​​​​—​​​​​—​​​​​2,092,500​​​​​—​​​​​2,114,193​​
​
(a)
For Mr. Foster, the amount includes $556,343 for relocation expenses incurred during 2023 including loss on sale of his home, commissions, fees, warranty, and insurance. For Mr. Lesar, this amount includes the incremental cost to the Company attributable to security-related services provided to Mr. Lesar, including the use of a car and security personnel, such as a security driver, to mitigate risk to the Company by supporting Mr. Lesar’s safety, health and well-being. The Company considers costs for security-related services, which were put into place in accordance with the recommendations of an independent security consultant based on a security risk assessment, to be business expenses rather than personal benefits to Mr. Lesar; however, disclosure regulations require certain security expenses to be reported as personal benefits. The incremental cost for the use of the car is based on the annualized cost of the car over its useful life, including annual depreciation, as well as maintenance, insurance and fuel expense. The incremental cost of providing security personnel, including a security driver, includes the actual incremental cost of expenses incurred by such security personnel, but does not include the fixed costs associated with such personnel.
​
For Mr. Lesar, due, in part, to efficiency and personal safety considerations as well as security risk considerations identified in the aforementioned security assessment related to Mr. Lesar, this amount includes the incremental cost to the Company for personal travel on aircraft owned by the Company or provided by a third-party aircraft charter company. The incremental cost for personal travel on aircraft owned by the Company includes variable operating costs such as landing, parking, hanger and dead-head costs, crew travel expenses, supplies and catering, fuel costs, and passenger ground transportation, and does not include an allocable share of fixed costs associated with the Company’s ownership of the aircraft. No amounts were included where spouses or family members accompanied the executives on Company aircraft flights because there was no incremental cost to the Company. The incremental cost to the Company for personal travel on aircraft provided by a third-party aircraft charter company includes the amount invoiced to CenterPoint Energy for the hourly rate and operating costs of flights for Messrs. Wells and Foster $ 30,591 and $ 87,375, respectively. Amounts include incremental costs to the Company for spouses or family members accompanying executives provided by a third-party charter company.
Additionally, for Messrs. Lesar, Foster, and Doyle, the amount includes financial planning services of $15,000, $6,173, and $16,000, respectively. None of the other named executive officers received perquisites valued in excess of $10,000 during 2023.
(b)
For Mr. Foster, the tax reimbursement amount shown is for tax reimbursements paid to Mr. Foster, in respect of the taxes payable in respect of the relocation expenses we covered.
​
(c)
These amounts represent CenterPoint Energy’s contributions to the savings plan, which is described under “Savings Plan and Savings Restoration Plans.”
​
(d)
These amounts represent benefits accrued under the savings restoration plan, which is described under “Savings Plan and Savings Restoration Plans.”
​
(e)
In connection with his departure from the Company effective January 3, 2023, the Compensation Committee approved a lump-sum cash payment to Mr. Doyle, which represents $2,092,500. For more information on Mr. Doyle’s departure and his compensation, see “Compensation Discussion and Analysis—Continued Execution of Succession Planning—Streamlined Organizational Structure—January 2023.”
​
(f)
These amounts represent CenterPoint Energy Foundation, Inc.’s charitable contribution to non-profit organizations to match personal qualified contributions on a dollar-for-dollar basis up to an annual maximum match of $25,000 ($50,000 for Mr. Lesar).
​
(7)
The amount reported in the All Other Compensation column for Mr. Lesar in 2022 has been updated to include an additional $76,099 representing additional security cost for security provided at Mr. Lesar’s home that were inadvertently excluded from the 2022 Summary Compensation Table.
​
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CenterPoint Energy, Inc.   2024 Proxy Statement
​​58​
TABLE OF CONTENTS​
Grants of Plan-Based Awards for Fiscal Year 2023
The following table presents thenon-equity and equity incentive plan-based awards granted during 2017.2023. The grant date fair value of equity awards is based on the probable achievement level of the underlying performance conditions as of the grant date at the closing price on the grant date, which was $26.61$29.13 for the February 21, 201715, 2023 grants, $30.52 for the May 5, 2023 grants, and $26.56$29.44 for the February 22, 2017July 18, 2023 grants.

     Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards(1)		  Estimated Future Payouts Under Equity Incentive  Plan
Awards(2)		 
Name Grant Date  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold:
Number of
Shares
(#)		  Target:
Number of
Shares
(#)		  Maximum:
Number of
Shares
(#)		  All Other Stock
Awards: # of
Shares of
Stock or Units		  Grant Date
Fair Value
of Stock
Awards
($)		 

Scott M. Prochazka

   664,082   1,328,164   2,523,511      
  2/21/2017         54,115   1,440,000 
  2/21/2017      23,810   72,153   144,306    1,919,991 
  2/21/2017      27,058   54,115   108,230    1,440,000 

William D. Rogers

   206,250   412,500   783,750      
  2/21/2017         12,531   333,450 
  2/21/2017      5,514   16,708   33,416    444,600 
  2/21/2017      6,266   12,531   25,062    333,450 

Tracy B. Bridge

   192,187   384,374   730,311      
  2/21/2017         9,380   249,602 
  2/21/2017      4,127   12,507   25,014    332,811 
  2/21/2017      4,690   9,380   18,760    249,602 

Milton Carroll

   —   —   —      
  2/22/2017         22,873   607,507 
  2/22/2017      10,064   30,497   60,994    810,000 
  2/22/2017      11,437   22,873   45,746    607,507 

Dana C. O’Brien

   160,063   320,125   608,238      
  2/21/2017         8,737   232,492 
  2/21/2017      3,845   11,650   23,300    310,007 
  2/21/2017      4,369   8,737   17,474    232,492 

​​​​​​​​​​
Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards(1)
​​
Estimated Future Payouts Under Equity Incentive
Plan Awards(2)
​
​Name​​Grant Date​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold:
Number of
Shares
(#)
​​
Target:
Number of
Shares
(#)
​​
Maximum:
Number of
Shares
(#)
​​All Other Stock
Awards: # of
Shares of
Stock or Units		​​
Grant Date
Fair Value
of Stock
Awards
($)
​
​David J. Lesar​​​​​​​​​​1,743,750​​​​​2,906,250​​​​​4,650,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​84,964​​​​​2,475,001​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​39,254​​​​​118,950​​​​​237,900​​​​​​​​​​​3,465,014​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​59,475​​​​​118,950​​​​​237,900​​​​​​​​​​​3,465,014​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​8,497​​​​​16,993​​​​​33,986​​​​​​​​​​​495,006​​
​Jason P. Wells​​​​​​​​​​845,250​​​​​1,408,750​​​​​2,254,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​33,642​​​​​979,991​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​15,543​​​​​47,099​​​​​94,198​​​​​​​​​​​1,371,994​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​23,550​​​​​47,099​​​​​94,198​​​​​​​​​​​1,371,994​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​3,364​​​​​6,728​​​​​13,456​​​​​​​​​​​195,987​​
​Christopher A. Foster​​​​​​​​​​420,000​​​​​700,000​​​​​1,120,000​​​​​​​​​​​​​​​​​​​​​​​14,908​​​​​454,992​​
​​​5/5/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​127,785​​​​​3,899,998​​
​​​5/5/2023​​​​​​​​​​​​​​​​​​​​​​​6,888​​​​​20,872​​​​​41,744​​​​​​​​​​​637,013​​
​​​5/5/2023​​​​​​​​​​​​​​​​​​​​​​​10,436​​​​​20,872​​​​​41,744​​​​​​​​​​​637,013​​
​​​5/5/2023​​​​​​​​​​​​​​​​​​​​​​​1,491​​​​​2,982​​​​​5,964​​​​​​​​​​​91,011​​
​Monica Karuturi​​​​​​​​​​420,000​​​​​700,000​​​​​1,120,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,620​​​​​455,011​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​7,216​​​​​21,867​​​​​43,734​​​​​​​​​​​636,986​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​10,934​​​​​21,867​​​​​43,734​​​​​​​​​​​636,986​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​1,562​​​​​3,124​​​​​6,248​​​​​​​​​​​91,002​​
​Jason M. Ryan​​​​​​​​​​267,750​​​​​446,250​​​​​714,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,754​​​​​255,004​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​4,044​​​​​12,255​​​​​24,510​​​​​​​​​​​356,988​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​6,128​​​​​12,255​​​​​24,510​​​​​​​​​​​356,988​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​876​​​​​1,751​​​​​3,502​​​​​​​​​​​51,007​​
​​​7/18/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​4,671​​​​​137,514​​
​​​7/18/2023​​​​​​​​​​​​​​​​​​​​​​​2,158​​​​​6,539​​​​​13,078​​​​​​​​​​​192,508​​
​​​7/18/2023​​​​​​​​​​​​​​​​​​​​​​​3,270​​​​​6,539​​​​​13,078​​​​​​​​​​​192,508​​
​​​7/18/2023​​​​​​​​​​​​​​​​​​​​​​​467​​​​​934​​​​​1,868​​​​​​​​​​​27,497​​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​59​
TABLE OF CONTENTS​
​​​​​​​​​​
Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards(1)
​​
Estimated Future Payouts Under Equity Incentive
Plan Awards(2)
​
​Name​​Grant Date​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold:
Number of
Shares
(#)
​​
Target:
Number of
Shares
(#)
​​
Maximum:
Number of
Shares
(#)
​​All Other Stock
Awards: # of
Shares of
Stock or Units		​​
Grant Date
Fair Value
of Stock
Awards
($)
​
​Lynne Harkel-Rumford​​​​​​​​​​241,500​​​​​402,500​​​​​644,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​7,896​​​​​230,010​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​3,648​​​​​11,054​​​​​22,108​​​​​​​​​​​322,003​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​5,527​​​​​11,054​​​​​22,108​​​​​​​​​​​322,003​​
​​​2/15/2023​​​​​​​​​​​​​​​​​​​​​​​790​​​​​1,579​​​​​3,158​​​​​​​​​​​45,996​​
There were no other equity awards granted to the named executive officers during the year.

44CenterPoint Energy

  2018 Proxy Statement  

Executive Compensation Tables (continued)

(1)

The estimated payouts undernon-equity incentive plan awards are based on the terms of our 2017 short-term incentive plan. Based on the goals adopted in 2017,(1)

The estimated payouts under non-equity incentive plan awards are based on the terms of our 2023 short-term incentive plan. Based on the goals adopted in 2023, the maximum payout amount (as shown in the Maximum column) is 200% of target for our named executive officers. Actual amounts paid in 2024 for 2023 performance are shown in the Maximum column) is 190% of target for our senior executive officers. Actual amounts paid in 2018 for 2017 performance are shown in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table. Any amount awarded by the Compensation Committee to an individual executive officer in excess of the actual performance level of the underlying performance objectives is reflected in the Summary Compensation Table in the Bonus column.

(2)

The annual grants of equity incentive plan awards consist of two types of awards for each named executive officer: a restricted stock unit award covering a number of shares listed in the All Other Stock Awards column, and two performance share awards, for which threshold, target and maximum numbers of shares are shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards. All of the restricted stock unit awards and the performance share awards accrue dividend equivalents over the vesting period or performance cycle until they are delivered, respectively, at the same level as dividends earned by shareholders on shares of common stock outstanding. Dividend equivalents on the vested shares will be paid in cash. These awards are granted under our long-term incentive plan. Refer to the footnotes to the Outstanding Equity Awards at FiscalYear-End 2017 table for the vesting date of each of these awards.

Non-Equity Incentive Plan Awards

For our short-term incentive plan, under the umbrella feature, core operating income had to equal or exceed $425 million before any payouts to our senior executive officers for the 2017 plan year could occur. Further, the Committee intended to exercise its negative discretion and to not fund any short-term incentive awards for the 2017 plan year if core operating income did not equal or exceed $725 million.

Short-Term Incentive Targets. The base salary earned and short-term incentive target for each of our senior executive officers for the 2017 plan year were as follows:

   Prochazka  Rogers  Bridge  O’Brien 

Base salary earned in 2017

  $1,154,925  $555,000  $512,499  $492,500 

Target short-term incentive award percentage for 2017

   115%   75%   75%   65% 

Mr. Carroll is not eligible to participate in our short-term incentive plan.

Short-term Incentive Plan Awards. The achievement of performance objectives, which the Compensation Committee establishesto an individual executive officer in excess of the actual performance level of the underlying performance objectives is reflected in the Summary Compensation Table in the Bonus column.

​
(2)
The annual grants of equity incentive plan awards consist of two types of awards for each named executive officer: a restricted stock unit award covering a number of shares listed in the All Other Stock Awards column, and approves annually, is usedthree performance share unit awards, for which threshold, target and maximum numbers of shares are shown in the columns under Estimated Future Payouts Under Equity Incentive Plan Awards. For Mr. Foster, amounts also include his buy-out equity award of restricted stock units, valued at $3.9 million as of the grant date, granted in connection with his appointment as Executive Vice President and Chief Financial Officer. For Mr. Ryan, amounts include supplemental awards authorized in addition to determinehis February 15, 2023 annual awards, valued at $550,000 as of the funding poolgrant date, in recognition of his extraordinary contributions in leading company efforts with respect to the 2023 legislative session and the upcoming level of regulatory activity over the next two years. For Mr. Lesar, amounts do not include the retention awards under Mr. Lesar’s Retention Incentive Agreement, pursuant to which Mr. Lesar received RSUs for a total of 1 million shares of Company stock that were granted through multiple annual awards, including 200,000 RSUs granted in 2023. The retention awards were considered granted in 2021 as of the date of the Retention Incentive Agreement (July 20, 2021). All of the restricted stock unit awards and the performance share unit awards accrue dividend equivalents over the vesting period or performance cycle, respectively, until they are delivered at the same level as dividends earned by shareholders on shares of common stock outstanding. Dividend equivalents on the vested shares will be paid in cash. These awards are granted under our long-term incentive plan. Refer to the footnotes to the Outstanding Equity Awards at Fiscal Year-End 2023 table for the vesting date of each of these awards.
​
Non-Equity Incentive Plan Awards
For our named executive officers, awards under the short-term incentive plan for the year. Under the plan’s umbrella feature, the Committee is permitted to make the maximum payout to our senior executive officers2023 are solely based on achieving a non-GAAP EPS goal, “Adjusted EPS”, subject to achievement of the threshold goal for the umbrella feature,a negative-only modifier focused on diversity, equity and inclusion.
Adjusted EPS is a non-GAAP metric which for 2017, was $425 million in coreincludes net income from electric and natural gas segments, as well as after-tax corporate and other operating income. However, the Committee exercised its negative discretion to reflect actual performance with respect to the separate annual performance objectives approved by the Committee in February 2017.

For each performance objective, a target performance level is established at the beginning of the year. Target levels are established by the Compensation Committee based on our 2017 business plan, which is approved by the Board. If actual performance is achieved at that target level, the funding for that performance objective is 100% of the target amount.

A threshold level of achievementincome and corporate overhead. It is also establishedadjusted for the performance objective. Achievement must meet at least the threshold level for any funding to be provided on that performance objective. At the threshold level, the funding for that performance objective is 50% of the target amount. Similarly, a maximum level of performance is established for each performance objective, which results in funding for that objective at 150% of the target amount if the maximum level of performance is achieved. An exceptional achievement level is established at 200% of target for performance objectives related to overall company core operating income, consolidated diluted earnings per share and overall company operations and maintenance expenditures. Linear interpolation is used to determine the funding for performance between achievement levels. The Committee may determine the actual amount payable from the funding pool to a senior executive officer to reflect the executive’s individual performance and any special

Always There®45

  2018 Proxy Statement  

Executive Compensation Tables (continued)

circumstance by exercising its negative discretion under the umbrella feature. The performance objectives used to determine the funding pool for the 2017 short-term incentive plan awards were as follows:

Performance Objectives  

Performance

Objectives Actual

Achievement

  

Weightings of

Performance

Objectives

 

Overall Company Core Operating Income

   128%   35% 

Consolidated Diluted Earnings Per Share

   200%   20% 

Overall Company Operations and Maintenance Expenditures

   109%   25% 

Customer Satisfaction Composite

   130%   10% 

Safety Composite

   83%   10% 

Total Weightings

    100% 

Funded Achievement Level

   133%  

Each of the performance objectives is described in detail below.

To determine “Overall Company Core Operating Income,” we adjust our reported operating income to remove the effect of specified items, either positive or negative,certain factors to reflect what we consider to be our core operationalfundamental business performance inperformance.

For 2023, Adjusted EPS excluded:
•
earnings and losses from the period being measured. Adjustments arechange of value of the following:

Company’s 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) and related securities, and

plus or minus income or loss​

•
gain and impact, including related expenses, associated with mergers and divestitures, such as the divestitures of Energy Systems Group, LLC and the Louisiana and Mississippi gas LDCs.
​
For a reconciliation of our Adjusted EPS to the company’s stranded cost recovery and system restoration bonds;

nearest GAAP metric, please see Appendix A hereto.

plus or minusmark-to-market accounting entries and net natural gas inventory adjustments not reflected in the plan;

plus or minus the financial impacts of any changes in accounting standards, the unplanned change in application of accounting standards and impairments of goodwill;

•

plus or minus significant (>$1 million per category) differences between the plan and actual financial impact of the following items: new legislation or regulation; any named storm; restructuring costs; costs to pursue acquisitions, mergers and divestitures; benefit retirement plan settlement expenses triggered by lump sum distribution; or other unplanned items that receive written approval from the Chief Executive Officer and/or Executive Committee.

For 2017, the2023, various levels of achievement for “Overall Company Core Operating Income,” the most significant performance objective for CenterPoint Energy,“Adjusted EPS” were as follows:

   In Millions  Actual
   Threshold
$		  Target
$		  Maximum
$		  Exceptional
$		  $  %

Overall Company Core Operating Income

  801  852  886  920  871  128%

​​​​
Threshold
(2022 Actual plus 7%)
$
​​
Target
(2022 Actual plus 8%)
$
​​
Maximum
(2022 Actual plus 9%)
$
​​
Actual
$          %
​
​Adjusted EPS​​​$1.48​​​​$1.49​​​​$1.50​​​​$1.50​​​​​200%*​​

The threshold, maximumdiversity, equity and exceptional levelsinclusion negative modifier is focused on meeting certain diversity, equity and inclusion goals, including diversity of applicants and diversity of suppliers. This modifier is a negative-only modifier and can only reduce the potential payout by a combined total of up to 5%. The diversity, equity and inclusion negative modifier’s targets are based on 2021 and 2022 actual results. For 2023, target less 6%, target plus 4%, and target plus 8%, respectively.

“Consolidated Diluted Earnings Per Share” is definedachievement for the diversity and inclusion negative modifier were as diluted earnings per sharefollows:

​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​60​
TABLE OF CONTENTS​
​Performance Objectives​​
Target
(100%)
​​Actual
Achievement		​​​​
​Diversity and Inclusion Negative Modifier*​​​​​​​​​​​​​​​​
​Diversity of Applicants​​​​​​​​​​​​​​​​
​Represents the percentage of competitive job postings that include a gender and/or racially/ethnically diverse applicant at the interviewing stage​​​​88%​​​​​90%​​​
[MISSING IMAGE: ic_tick-pn.gif]
​
​Diversity of Suppliers​​​​​​​​​​​​​​​​
​Represents the percentage of diverse spend​​​​12.6%​​​​​13.7%​​​
[MISSING IMAGE: ic_tick-pn.gif]
​
​
*
The diversity, equity and inclusion composite acts as a negative modifier of up to 5%. Based on the Company’s achievement with respect to these metrics, the negative modifier was not applied for 2023. However, pursuant to GAAP, adjusted, positively or negatively,management’s recommendation, the Compensation Committee exercised negative discretion to reflect what we consider to be our true financial performancereduce the overall short-term incentive achievement level for executive officers based on other considerations as described in the period being measured. Adjustments are for the following:

plus or minus the financial impacts of any changes in accounting standards, the unplanned change in application of accounting standards“Compensation Discussion and impairments of goodwill;

plus or minus any impact to income from the change in the value of the ZENS-related securities;

plus or minusmark-to-market accounting entries and net natural gas inventory adjustments not reflected in the plan;

46CenterPoint Energy

  2018 Proxy Statement  

Analysis—​2023 Executive Compensation Tables (continued)

•

plus or minus significant (>$1 millionpre-tax per category) differences between the plan and actual financial impact of the following items: new legislation or regulation; any named storm; restructuring costs; costs to pursue acquisitions, mergers and divestitures; benefit retirement plan settlement expenses triggered by lump sum distribution; costs associated with the early retirement of long-term debt; impairment of Enable’s goodwill and long-lived assets and CenterPoint Energy’s equity investment in Enable; gains/losses or expenses required by GAAP for mergers and acquisitions; or other unplanned items that receive written approval from the Chief Executive Officer and/or Executive Committee.

For 2017, various levels of achievement for “Consolidated Diluted Earnings Per Share” were as follows:

      Actual
   Threshold
$		  Target
$		  Maximum
$		  Exceptional
$		  $  %

Consolidated Diluted Earnings Per Share

  1.18  1.27  1.31  1.36  1.37  200%

The threshold, maximum and exceptional levels are based on target less 7%, target plus 3.5% and target plus 7%, respectively.

“Overall Company Operations and Maintenance Expenditures” is defined as:

All operations and maintenance expenses (excluding transmission cost of service, stranded cost recovery and system restoration bonds)

plus or minus the financial impacts of any changes in accounting standards, the unplanned change in application of accounting standards and impairments of goodwill;

minus energy efficiency costs (which includes mandated spending and tracked costs but excludes bonus achievement for conservation incentive program costs, energy efficiency costs, gas affordability program and any similar newly approved regulatory mechanisms);

minus any differences between plan and actual expenditures required to generate additional revenues, including Home Service Plus labor and benefits costs;

•

plus or minus significant (>$1 million per category) differences between the plan and actual financial impact of the following items: new legislation or regulation; any named storm; restructuring costs; costs to pursue acquisitions, mergers and divestitures; benefit retirement plan settlement expenses triggered by lump sum distribution; or other unplanned items that receive written approval from the Chief Executive Officer and/or Executive Committee.

For 2017, various levels of achievement for “Overall Company Operations and Maintenance Expenditures” were as follows:

   In Millions  Actual
   Threshold
$		  Target
$		  Maximum
$		  Exceptional
$		  $  %

Overall Company Operations and Maintenance Expenditures

  1,352  1,300  1,248  1,196  1,291  109%

The target level above is based on our 2017 business plan as approved by the Board of Directors. The threshold, maximum and exceptional levels are based on target plus 4%, target less 4% and target less 8%, respectively.

Always There®47

  2018 Proxy Statement  

Executive Compensation Tables (continued)

“Customer Satisfaction Composite” goal includes results from a weighted average of the Customer Satisfaction Survey for Gas Operations and Houston Electric and Power Alert Service Survey for Houston Electric according to the following weights and measures:

                   Actual 
   Threshold   Target   Maximum   Weight   #   % 

Gas Operations

            

Customer Satisfaction Survey

   4.28    4.39    4.48    50%    4.46    139% 

Houston Electric

            

Customer Satisfaction Survey

   3.76    3.86    3.94    25%    3.92    138% 

Power Alert Service Survey

   4.39    4.50    4.59    25%    4.51    106% 

Goal Achievement

             130% 

The target level above is based on prior year data. The threshold and maximum levels are based on target less 2.5% and target plus 2%, respectively.

“Safety Composite” goal incorporates the Houston Electric, Gas Operations and/or CenterPoint Energy Corporate Safety Achievements, excluding non-preventable vehicle collisions, according to the following weights and measures:

               Actual 
   Threshold  Target  Maximum  Weight  #  % 

Total Safety Engagements*

   125,000   132,000   139,000   10%   202,328   150% 

Safety Participation Rate*

   35%   40%   45%   20%   62%   150% 

Days Away, Restricted or Transferred

   0.95   0.86   0.82   25%   0.56   150% 

Preventable Vehicle Incident Rate

   1.64   1.56   1.48   45%   1.80   0% 

Goal Achievement

        83% 

*

Incorporates only the achievements from Houston Electric and Gas Operations eligible employees.

The threshold level for Total Safety Engagements and Safety Participation Rate is based on 2016 performance. The target level is based on threshold plus 5% and the maximum level is then based on target plus 5%. The target level for Days Away, Restricted or Transferred (DART) is based on the 2014–2016 average. The threshold and maximum levels are based on target plus 10% and target less 5%, respectively. DART achievement excludesnon-preventable vehicle collisions. The target level for Preventable Vehicle Incident Rate is based on prior year data. The threshold and maximum levels are based on target plus 5% and target less 5%, respectively.

Example of Short-termProgram—2023 Short-Term Incentive Plan Awards Calculation

The following example is provided to illustrate the determination of the funding pool for the short-term incentive plan awards. For purposes of this example, we have assumed a base salary earned of $500,000, a short-term incentive plan target of 75% and an achievement level of 120%. We have also assumed that the threshold performance goal under the umbrella feature has been achieved.

Determination of the Funding Pool:

Base salary earned during the year

  $ 500,000 

Short-term incentive plan target percentage

   X 75% 
  

 

 

 

Target individual award amount

  $ 375,000 

Achievement level

   X 120% 
  

 

 

 

Contribution to the funding pool

  $450,000 
  

 

 

 

48CenterPoint Energy
Results.”

  2018 Proxy Statement  

Executive Compensation Tables (continued)

Beginning in 2017, the Committee determined that the entirety of each individual award will be subject to the Committee’s discretion (rather than partially determined formulaically as in years prior to 2017), consistent with the Company’s philosophy to pay for performance and to further align our compensation objectives. For 2017, the Committee’s discretion was subject to the maximum payout available under the umbrella feature.

​

Equity Incentive Plan Awards

Long-term Incentive Plan Awards GrantedAwards—Additional Information

Three-Year Cumulative Adjusted EPS
For awards granted in 2017. To determine the amount of long-term incentive compensation granted, each named executive officer’s base salary was multiplied by his or her long-term incentive target percentage. The resulting amount of long-term incentive compensation for each of the awards of performance shares and stock awards was then divided by the closing price of our common stock on the New York Stock Exchange on February 21, 2017 ($26.61) and February 22, 2017 ($26.56), as applicable. The grants were determined as follows:

Description  Prochazka  Rogers  Bridge  Carroll  O’Brien 

Base Salary

   $1,200,000   $570,000   $520,000   $675,000   $500,000 

Long-term incentive target

   400%   195%   160%   300%   155% 

Long-term incentive compensation at target

   $4,800,000   $1,111,500   $832,000   $2,025,000   $775,000 

Performance share portion (70%)

   $3,360,000   $778,050   $582,400   $1,417,500   $542,500 

Performance shares granted at target (rounded)

   126,268   29,239   21,887   53,370   20,387 

Stock award portion (30%)

   $1,440,000   $333,450   $249,600   $607,500   $232,500 

Stock award shares granted at target (rounded)

   54,115   12,531   9,380   22,873   8,737 

Performance Shares. Participants received two separate awards totaling2021, the performance shares granted at target shown above, with vesting of each award based on one of the independent performance objectives listed below. “Retirement eligible” participants (age 55 with five years of service) will receive a payment under the award, if any, based on the actual achievement of the performance objective at the end of the performance period with any such amountpro-rated for the period of their employment during the performance period.

Performance ObjectivesThreshold
Achievement(1)		Target
Achievement
(100%)		Maximum
Achievement
(200%)

Total shareholder return based upon companies in the TSR peer group

25th

percentile

Linear interpolation
between Threshold
and Maximum
achievement		2nd position or

higher

Three-year cumulative operating income over three-year performance cycle

$2,496
million		$2,685 million$2,927 million

(1)

Payout upon threshold achievement for the total shareholder return and operating income performance objectives is 33% and 50%, respectively.

Total Shareholder Return

One performance share award vests based on total shareholder return achieved over the three-year cycle in comparison to a subset of 18 companies (including CenterPoint Energy) in the TSR peer group as of January 1, 2017. Maximum achievement (200% of target) requires CenterPoint Energy to rank second or higher in that comparison, but no shares would vest if the company ranks below the 25th percentile in that comparison (threshold level). For this performance objective, the number of performance shares granted will vest using linear interpolation between the threshold and maximum achievement levels. Forty percent of long-term compensation is based on the total shareholder return metric.

Always There®49

  2018 Proxy Statement  

Executive Compensation Tables (continued)

The 18 companies included in our peer group as of January 1, 2017 were:

Alliant Energy Corporation

Eversource Energy

Ameren Corporation

NiSource Inc.

American Electric Power Company, Inc.

OGE Energy Corp

Atmos Energy

PG&E Corporation

CenterPoint Energy, Inc.

Pinnacle West Capital Corp.

CMS Energy Corporation

SCANA Corporation

Consolidated Edison, Inc.

Sempra Energy

DTE Energy Company

Wisconsin Energy Corporation

Entergy Corporation

Xcel Energy Inc.

Three-Year Cumulative Operating Income

One performance shareunit award vests based on our achievement of a three-year cumulative operating incomeAdjusted EPS goal. For the three-year performance cycle ending on December 31, 2019,2023, the cumulative operatingnet income performance goal reflects annual growth targets for each of 2018 and 2019 relative to the 2017 operating incomeAdjusted EPS target from our approved five-yearten-year financial plan.

Thirty percent of long-term compensation is based on this metric. If performance for the goal meets or exceeds the threshold level, the Compensation Committee may approve a payout of 50% to 200% of the number of the target performance sharesshare units awarded. Reported operating income, excluding income or loss relatedconsolidated diluted earnings per share pursuant to stranded cost recovery and system restoration bonds, will beGAAP is adjusted for the following:

plus or minus anymark-to-market accounting entries•

earnings and netlosses from the change of value of ZENS and related securities,
​
•
income and expense related to ownership and disposal of Energy Transfer units, and a corresponding amount of debt related to the units, and
​
•
gain and impact, including related expenses, associated with mergers and divestitures, such as the divestitures of Energy Systems Group, LLC and the Arkansas and Oklahoma gas LDCs and the anticipated divestiture of the Louisiana and Mississippi gas LDCs.
​
Cumulative Adjusted EPS is calculated by aggregating three years of Adjusted EPS as reported by the Company. For a reconciliation of our Adjusted EPS to the nearest GAAP metric for each of the years in the performance cycle noted above, please see Appendix A hereto.
Definitions of Scope 1, 2 and 3 Carbon Emissions
•
Our Scope 1 emissions estimates are calculated from emissions that directly come from our operations.
​
•
Our Scope 2 emissions estimates are calculated from emissions that indirectly come from our energy usage, but because Texas is in an unregulated market, our Scope 2 estimates do not take into account Texas electric transmission and distribution assets in the line loss calculation and exclude emissions related to purchased power between 2024E-2026E.
​
•
Our Scope 3 emissions estimates are based on the total natural gas inventory adjustments not reflectedsupply delivered to residential and commercial customers as reported in the plan;

U.S. Energy Information Administration (EIA) Form EIA-176 reports and do not take into account the emissions of transport customers and emissions related to upstream extraction.

plus​

Additional Information Regarding Our Equity Incentive Plan Awards
For outstanding performance share unit awards and stock awards granted prior to February 2024 (other than the retention awards granted to Mr. Lesar and any sign-on or minus the financial impacts of any changes in accounting standards, the unplanned change in application of accounting standards, and impairments of goodwill; and

•

plus or minus significant (>$1 million per category) differences between the plan and actual financial impact of the following items: new legislation or regulation; any named storm; restructuring costs; costs to pursue acquisitions, mergers and divestitures; benefit pension plan settlement expenses triggered by lump sum distribution; or other unplanned items that receive written approval from the Chief Executive Officer or Executive Committee.

The three-year cumulative operating income target will be updated if our financial plan changes as a result of any acquisitions, mergers and divestitures.

Refer to “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for a discussion of vesting and dividend rights associated with awards under our long-term incentive plan.

Stock Awards. Participants received a restricted stock unit award, which we sometimes refer to as a “stock award” in this proxy statement, representing shares of CenterPoint Energy common stock, as shown in the table under the heading “Executive Compensation Tables—Grants of Plan-Based Awards for Fiscal Year 2017.” The award is a three-year service-based award and will vest on February 21, 2020. “Retirementbuy-out awards), “retirement eligible” participants (age 55 or greater with at least five years of service or, for Mr. Lesar, at least three years of service) who terminate employment for any reason (other than by the Company for cause or due to death or disability) will receive a payment under the award, if any, based on the actual achievement of the applicable performance objective at the end of the performance period or vesting period with any such amountpro-rated for the period of their employment during the performance or vesting period.

period, as applicable. Upon termination for cause, no benefits are payable under the award agreements.
Subject to Compensation Committee approval for certain of our officers including our named executive officers, a “retirement eligible” participant will also vest in amounts that would otherwise be forfeited upon retirement due to the proration described above (“Enhanced Retirement”), if:
​
50
CenterPoint Energy, Inc.   2024 Proxy Statement
​​61​

  2018 Proxy Statement  

TABLE OF CONTENTS​
•
the award was granted prior to the year of termination of employment;
​
•
the sum of the retirement eligible participant’s service and age is 65 or greater;
​
•
the retirement eligible participant provides at least six months’ written notice of his or her retirement or, for certain of officers including our named executive officers, reasonable advanced written notice of his or her retirement, as determined by the Compensation Committee; and
​
•
the retirement eligible participant submits a transition plan.
​
Any such Enhanced Retirement vesting for our named executive officers will be at the sole discretion of the Compensation Committee. Moreover, the Compensation Committee may elect to approve such vesting for any named executive officer who does not otherwise meet one or more of the requirements described above if it is determined to be in the best interests of the Company. The Compensation Committee adopted these retirement provisions to reinforce the Company’s overall compensation philosophy by further supporting its strategic workforce planning, increasing employee engagement and encouraging the development of robust succession and transition plans to effect a smooth transition and retirement from the organization and provides an opportunity for executives to become eligible for compensation that was previously awarded and was designated as total compensation, but was partially forfeited upon retirement.
For awards granted beginning February 2024, the above retirement provisions were modified as described under “Compensation Discussion and Analysis—Actions Taken Regarding 2024 Executive Compensation Tables (continued)

Program.”

All outstanding awards also include restrictive covenants that are beneficial to the Company by requiring forfeiture of unpaid awards and return of paid awards upon breach of confidentiality, non-solicitation and non-competition obligations. The awards (other than sign-on awards) also provide for full vesting upon the participant’s death or termination of employment due to disability (as defined under our long-term disability plan). For performance share units, such vesting is at the target level of achievement.
Finally, all outstanding awards also provide for pro-rata vesting upon the “sale of subsidiary,” defined as a change in the ownership of a subsidiary, or a substantial portion of the assets of a subsidiary, of the Company, if the participant is performing services for the subsidiary at the time and ceases employment with the Company upon and in connection with the sale. Such pro-rata vesting is based on the number of days employed in the performance cycle and the target level of achievement for performance share units and on the number of days employed in the vesting period for stock awards.
Outstanding Equity Awards at FiscalYear-End 2017

2023

The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2017.2023. The closing price of our common stock price on the New York Stock ExchangeNYSE on December 31, 201729, 2023 was $28.36.

   Option Awards   Stock Awards 
Name  

Number

of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

   

Number

of

Securities

Underlying

Unexercised

Options

Unexercisable
(#)

   

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

   

Option

Exercise

Price

($)

   

Option

Expiration

Date

   

Number

of

Shares

or Units

of Stock

That

Have

Not

Vested(1)
(#)

   

Market
Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

   

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested(2)

(#)

   

Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested

($)

 

Prochazka

   —    —    —    —    —    154,853    4,391,631    412,329    11,693,650 

Rogers

   —    —    —    —    —    34,292    972,521    92,337    2,618,677 

Bridge

   —    —    —    —    —    31,621    896,772    76,994    2,183,550 

Carroll

   —    —    —    —    —    69,358    1,966,993    185,602    5,263,673 

O’Brien

   —    —    —    —    —    24,916    706,618    64,761    1,836,622 

$28.57.
​​​​Option Awards​​Stock Awards​
​Name​​
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
​​
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
​​
Option
Exercise
Price
($)
​​Option
Expiration
Date		​​
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested(1)
(#)
​​
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
​​
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(2)
(#)
​​
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
​
​Lesar​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​256,934​​​​​7,340,604​​​​​950,131​​​​​27,145,243​​
​Wells​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​69,005​​​​​1,971,473​​​​​288,815​​​​​8,251,445​​
​Foster​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​142,693​​​​​4,076,739​​​​​86,470​​​​​2,470,448​​
​Karuturi​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​37,012​​​​​1,057,433​​​​​150,017​​​​​4,285,986​​
​Ryan​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​30,607​​​​​874,442​​​​​123,238​​​​​3,520,910​​
​Harkel-Rumford​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​21,006​​​​​600,141​​​​​81,788​​​​​2,336,683​​
​Doyle​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​25,385​​​​​725,249​​​​​80,885​​​​​2,310,884​​
(1)​

Outstanding stock awards fully vest on the following dates:

Grant Date  

Type of Stock

Award

  Vesting Date   Prochazka   Rogers   Bridge   Carroll   O’Brien 

2/19/2015

  Stock Award   2/19/2018    37,480    7,970    9,770    16,660    6,460 

2/24/2016

  Stock Award   2/24/2019    63,258    13,791    12,471    29,825    9,719 

2/21/2017

  Stock Award   2/21/2020    54,115    12,531    9,380    —    8,737 

2/22/2017

  Stock Award   2/22/2020    —    —    —    22,873    — 
      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

       154,853    34,292    31,621    69,358    24,916 
      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(2)
CenterPoint Energy, Inc.   2024 Proxy Statement

Outstanding performance share awards will fully vest on the following dates:

Grant Date  

Type of Stock

Award

  Vesting Date   Prochazka   Rogers   Bridge   Carroll   O’Brien 

2/24/2016

  Performance Shares(a)   12/31/2018    231,946    50,567    45,727    109,359    35,637 

2/21/2017

  Performance Shares(b)   12/31/2019    180,383    41,770    31,267    —    29,124 

2/22/2017

  Performance Shares(b)   12/31/2019    —    —    —    76,243    — 
      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

       412,329    92,337    76,994    185,602    64,761 
      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

​(a)​

Based on 2016 and 2017 results, the provided amounts reflect maximum achievement for the total shareholder return and target achievement for the three-year cumulative operating income awards.

62(b)

Based on 2017 results, the provided amounts reflect target achievement for the total shareholder return and maximum achievement for the three-year cumulative operating income awards.

Always There®51​

  2018 Proxy Statement  

Executive Compensation Tables (continued)

TABLE OF CONTENTS​
(1)
Outstanding stock awards fully vest on the following dates:
​
​Grant Date​​Type of Stock
Award		​​Vesting
Date		​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-Rumford​​Doyle​
​2/18/2021​​Stock Award​​​​2/18/2024​​​​​93,119​​​​​19,209​​​​​—​​​​​11,147​​​​​9,358​​​​​6,904​​​​​11,439​​
​2/15/2022​​Stock Award​​​​2/15/2025​​​​​78,851​​​​​16,154​​​​​—​​​​​10,245​​​​​7,824​​​​​6,206​​​​​13,946​​
​2/15/2023​​Stock Award​​​​2/15/2026​​​​​84,964​​​​​33,642​​​​​—​​​​​15,620​​​​​8,754​​​​​7,896​​​​​—​​
​5/05/2023​​Stock Award​​​​5/05/2024​​​​​—​​​​​—​​​​​63,893​​​​​—​​​​​—​​​​​—​​​​​—​​
​5/05/2023​​Stock Award​​​​5/05/2025​​​​​—​​​​​—​​​​​63,892​​​​​—​​​​​—​​​​​—​​​​​—​​
​5/05/2023​​Stock Award​​​​5/05/2026​​​​​—​​​​​—​​​​​14,908​​​​​—​​​​​—​​​​​—​​​​​—​​
​7/18/2023​​Stock Award​​​​2/15/2026​​​​​—​​​​​—​​​​​—​​​​​—​​​​​4,671​​​​​—​​​​​—​​
​Total​​​​​​​​​​​​​256,934​​​​​69,005​​​​​142,693​​​​​37,012​​​​​30,607​​​​​21,006​​​​​25,385​​
​
(2)
Outstanding performance share unit awards will fully vest on the following dates:
​
​Grant Date​​Type of Stock
Award		​​Vesting
Date		​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-
Rumford		​​Doyle​
​2/15/2022​​
Performance Share Units(a)
​​​​12/31/2024​​​​​457,338​​​​​93,691​​​​​—​​​​​59,425​​​​​45,377​​​​​35,993​​​​​80,885​​
​2/15/2023​​
Performance Share Units(a)
​​​​12/31/2025​​​​​492,793​​​​​195,124​​​​​—​​​​​90,592​​​​​50,771​​​​​45,795​​​​​—​​
​5/05/2023​​
Performance Share Units(a)
​​​​12/31/2025​​​​​—​​​​​—​​​​​86,470​​​​​—​​​​​—​​​​​—​​​​​—​​
​7/18/2023​​
Performance Share Units(a)
​​​​12/31/2025​​​​​—​​​​​—​​​​​—​​​​​—​​​​​27,090​​​​​—​​​​​—​​
​Total​​​​​​​​​​​​​950,131​​​​​288,815​​​​​86,470​​​​​150,017​​​​​123,238​​​​​81,788​​​​​80,885​​
​
(a)
Based on 2023 results, the provided amounts reflect maximum achievement for the total shareholder return, maximum achievement for the three-year cumulative Adjusted EPS awards and target achievement for the Carbon Emissions Reduction awards.
​
Option Exercises and Stock Vested for Fiscal Year 2017

2023

The following table indicates the number and value of stock options exercised and stock and performance share unit awards vested during 2017.

   Option Awards   Stock Awards(1) 
Name  

Number of
Shares

Acquired

on Exercise

(#)

   

Value Realized

on Exercise

($)

   

Number of

Shares

Acquired

on Vesting

(#)

   

Value Realized

on Vesting

($)

 

Prochazka

   —    —    102,399    3,080,292 

Rogers

   —    —    22,502    668,309 

Bridge

   —    —    25,584    770,234 

Carroll

   —    —    75,510    2,306,125 

O’Brien

   —    —    16,673    502,107 

2023.
​​​​Option Awards​​
Stock Awards(1)
​
​Name​​
Number of
Shares
Acquired
on Exercise
(#)
​​
Value Realized
on Exercise
($)
​​
Number of
Shares
Acquired
on Vesting
(#)
​​
Value Realized
on Vesting
($)
​
​Lesar​​​​—​​​​​—​​​​​1,229,432​​​​​37,601,296​​
​Wells​​​​—​​​​​—​​​​​129,358​​​​​3,920,786​​
​Foster​​​​—​​​​​—​​​​​—​​​​​—​​
​Karuturi​​​​—​​​​​—​​​​​66,816​​​​​2,053,809​​
​Ryan​​​​—​​​​​—​​​​​59,794​​​​​1,842,487​​
​Harkel-Rumford​​​​—​​​​​—​​​​​41,482​​​​​1,275,298​​
​Doyle​​​​—​​​​​—​​​​​71,421​​​​​2,192,489​​
(1)​

CenterPoint Energy, Inc.   2024 Proxy Statement
​​63​
TABLE OF CONTENTS​
(1)
For each of the named executive officers, the Stock and Performance Share Awards consist of the following:

Name 

Performance Share

Awards for the

2015-2017

Performance Cycle(a)

  

Stock Awards Granted

March 20, 2014

That Vested

February 18, 2017

  

Stock Awards Granted

May 12, 2014

That Vested

February 18, 2017

  

Stock Awards Granted

February 9, 2015

That Vested

February 9, 2017

  

Stock Awards Granted

February 19, 2015

That Vested

June 1, 2017

 
 

Number of

Shares

(#)

  

Value Realized

on Vesting(b)

($)

  

Number of

Shares

(#)

  

Value Realized

on Vesting(c)

($)

  

Number of

Shares

(#)

  

Value Realized

on Vesting(c)

($)

  

Number of

Shares

(#)

  

Value Realized

on Vesting(d)

($)

  

Number of

Shares

(#)

  

Value Realized

on Vesting(e)

($)

 

Prochazka

  68,219   2,071,640   34,180   1,008,652   —   —   —   —   —   — 

Rogers

  14,502   440,389   —   —   —   —   8,000   227,920   —   — 

Bridge

  17,784   540,056   7,800   230,178   —   —   —   —   —   — 

Carroll

  30,320   920,743   15,190   448,257   —   —   —   —   30,000   937,125 

O’Brien

  11,763   357,213   —   —   4,910   144,894   —   —   —   — 

(a)

A participant is vested in the right to receive performance shares under the award agreements as of December 31, 2017 (the end of the performance cycle). However, pursuant to the terms of the awards, the actual number of shares to be awarded to the participant is not known until the Compensation Committee determines the applicable performance levels of the underlying goals within 60 days after the end of the performance cycle. Accordingly, the awards are valued for compensation purposes after the Compensation Committee completes its determination and the procedures to verify the financial information used in determining the applicable performance level achievements have been completed. After completion of this process, the actual transfer of the stock is made to participants.

(b)

Value Realized on Vesting for the performance share awards was determined using the closing market price of our common stock ($27.00) on the New York Stock Exchange on February 22, 2018, together with a dividend equivalent amount equal to the dividends accrued during the performance period until they were delivered ($3.3675 per share) on our shares of common stock. The number of performance shares vested was determined based on an overall achievement level of 78%.

(c)

Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock ($26.51) on the New York Stock Exchange on the vesting date together with dividend equivalents per share during the vesting period of $3.00.

(d)

Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock ($26.47) on the New York Stock Exchange on the vesting date together with dividend equivalents per share during the vesting period of $2.02.

(e)

Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock ($28.93) on the New York Stock Exchange on the vesting date together with dividend equivalents per share during the vesting period of $2.3075.

Pension Benefits

Pension benefits for our senior executive officers, the stock awards and performance share unit awards consist of the following:

​
​​​​
Performance Share
Unit Awards for the
2021 – 2023
Performance
Cycle(a)
​​Stock Awards
Granted
February 19, 2020
That Vested
February 19, 2023		​​Stock Awards
Granted
July 1, 2020
That Vested
July 1, 2023		​​Stock Awards
Granted
July 28, 2020
That Vested
February 19, 2023		​​
Stock Awards
Granted
September 28,
2020
That Vested
September 28,
2023
​​
Stock Awards
Granted
February 16,
2022
That Vested
December 31,
2023
​​
Stock Awards
Granted
February 15,
2023
That Vested
December 31,
2023
​
​Name​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(b)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(c)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(d)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(e)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(f)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(g)
($)
​​
Number
of
Shares
(#)
​​
Value
Realized
on
Vesting(h)
($)
​
​Lesar​​​​502,845​​​​​15,432,313​​​​​—​​​​​—​​​​​126,587​​​​​3,946,983​​​​​—​​​​​—​​​​​—​​​​​—​​​​​400,000​​​​​12,148,000​​​​​200,000​​​​​6,074,000​​
​Wells​​​​103,727​​​​​3,183,382​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​25,631​​​​​737,404​​​​​—​​​​​—​​​​​—​​​​​—​​
​Foster​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Karuturi​​​​60,192​​​​​1,847,292​​​​​1,911​​​​​60,177​​​​​—​​​​​—​​​​​4,713​​​​​146,339​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Ryan​​​​50,532​​​​​1,550,827​​​​​9,262​​​​​291,660​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Harkel-Rumford​​​​37,280​​​​​1,144,123​​​​​1,597​​​​​50,290​​​​​—​​​​​—​​​​​2,605​​​​​80,885​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Doyle​​​​61,773​​​​​1,895,813​​​​​9,648​​​​​296,676​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
(a)
A participant is vested in the right to receive performance share units under the award agreements as of December 31, 2023 (the end of the performance cycle). However, pursuant to the terms of the awards, the actual number of shares to be awarded to the participant is not known until the Compensation Committee determines the applicable performance levels of the underlying goals within 60 days after the end of the performance cycle. Accordingly, the awards are providedvalued for compensation purposes after the Compensation Committee completes its determination and the procedures to verify the financial information used in determining the applicable performance level achievements have been completed. After completion of this process, the actual transfer of the stock is made to participants.
​
(b)
Value Realized on Vesting for the performance share unit awards was determined using the closing market price of our common stock $28.57 on the New York Stock Exchange on December 29, 2023, together with a dividend equivalent amount equal to the dividends accrued during the performance period $2.12 per share on our shares of common stock. The number of performance share units vested was determined based on an overall achievement level of 180%.
​
(c)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $29.21 on the New York Stock Exchange on February 17, 2023, together with dividend equivalents per share during the vesting period of $2.28.
​
(d)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $29.15 on the New York Stock Exchange on June 30, 2023, together with dividend equivalents per share during the vesting period of $2.03.
​
(e)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $29.21 on the New York Stock Exchange on February 17, 2023, together with dividend equivalents per share during the vesting period of $1.84.
​
(f)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $26.70 on the New York Stock Exchange on September 28, 2023, together with dividend equivalents per share during the vesting period of $2.07.
​
(g)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $28.57 on the New York Stock Exchange on December 29, 2023, together with dividend equivalents per share during the vesting period of $1.80.
​
(H)
Value Realized on Vesting for the stock awards was determined using the closing market price of our common stock $28.57 on the New York Stock Exchange on December 29, 2023, together with dividend equivalents per share during the vesting period of $1.80.
​
Pension Benefits
Our named executive officers hired or rehired before January 1, 2020 (Messrs. Doyle and Ryan and Mses. Karuturi and Harkel-Rumford) are eligible for pension benefits under atax-qualified defined benefit pension plan—the CenterPoint Energy Retirement Plan. In addition, our seniornamed executive officers who are eligible forto accrue benefits under the CenterPoint Energy Retirement Plan are also eligible to accrue benefits under a benefit restoration plan, which is also a defined benefit plan. Participants are fully vested in both plans after three years of service. For all employees hired on or after January 1, 1999 but prior to January 1, 2009 (including Mr. Prochazka)Ms. Harkel-Rumford), participants accumulated a retirement benefit based upon a cash balance formula of four percent of base salary and short-term incentive compensation through December 31, 2008. For all employees hired prior to

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Executive Compensation Tables (continued)

January 1, 1999 (including Mr. Bridge)Doyle), benefits accrued based on a participant’s years of service, final average pay and covered compensation through December 31, 2008. Beginning January 1, 2009, final average pay formula benefits under the retirement plan were frozen as to any future accruals. The lump sum value of theage-65 annuity for all final average pay formula participants was calculated using an interest conversion rate of 4.52% as of December 31, 2008. This lump sum amount will continue to grow annually with interest, based on the30-year Treasury rate from the prior November, until commencement of the benefit. The participant’s benefit through December 31, 2008 is the greatest of (i) thethis lump sum value, (ii) the final average pay benefit and (iii) the cash balance benefit. For periods after December 31, 2008, all participants (including all our senior executive officers) are eligible for athe retirement benefit is based on a cash balance formula of five percent of base salary and short-term incentive compensation.

Benefits that may not be provided under the retirement plan because of Internal Revenue Code annual limits on benefits and compensation are made in a bookkeeping account under the benefit restoration plan. This excess benefit amount is determined based on the final average pay formula and the cash balance formula under the retirement plan, as applicable. To comply with the
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requirements under Section 409A of the Internal Revenue Code, we established the CenterPoint Energy Benefit Restoration Plan (CNP Benefit Restoration Plan) for excess benefits that accrued or vested from and after 2005.2004. This plan is subject to Section 409A. Benefits accrued under this plan are generally paid in a lump sum following the participant’s separation from service. All of our seniornamed executive officers who are eligible for the Retirement Plan also participate in this plan and will generally receive payments in a lump sum form under this plan. Benefit payments for our seniornamed executive officers and other key employees will be delayed for six months to comply with Section 409A of the Internal Revenue Code. The CNP Benefit Restoration Plan does not provide any past service credits or accelerated service benefits.

The table below provides information regarding our seniornamed executive officers’ accumulated benefits under our retirement and benefit restoration plans.

Name  Plan Name  

Number of

Years

Credited

Service

   

Present Value of

Accumulated

Benefit

($)

   

Payments

during 2017

($)

 

Cash Balance Formula(1)

 

    

Prochazka

  Retirement Plan   16.2    224,952    — 
  

CNP Benefit Restoration Plan

   16.2    439,369    — 

Rogers

  Retirement Plan   2.9    41,056    — 
  

CNP Benefit Restoration Plan

   2.9    70,261    — 

O’Brien

  Retirement Plan   3.6    54,768    — 
  

CNP Benefit Restoration Plan

   3.6    72,585    — 

Final Average Pay Formula(2)

    

Bridge

  Retirement Plan   31.8    893,189    — 
  

CNP Benefit Restoration Plan

   31.8    205,360    — 

(1)

The benefits for Messrs. Prochazka and Rogers and for Ms. O’Brien are based solely on the cash balance formula under the retirement plan. Interest accrues in the current year at the average annual interest rate for30-year Treasury Securities as reported daily during the previous November based upon the account balance as of the end of the previous year. The interest rate for the 2017 plan year was 2.86%. In addition, Messrs. Prochazka and Rogers and Ms. O’Brien accrued an excess benefit amount under the CNP Benefit Restoration Plan based on the cash balance formula as if the Internal Revenue Code annual benefit and compensation limits did not apply.

The present value for Messrs. Prochazka and Rogers and Ms. O’Brien was calculated based on benefits accrued through December 31, 2017 payable at age 65 (the earliest retirement age where the benefit is not reduced). Account balances are assumed to accumulate interest credits until age 65 at 3.75%. Since this is a cash balance plan, the lump sum payment is equal to the participant’s account balance at retirement. The single life annuity is calculated by dividing the account balance by the present value factor of an immediate single life annuity assuming interest rates of 2.65%, 3.40% and 3.65% for benefits paid within the first five years, 6th through 20th years and all remaining years, respectively, and

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​Name​​Plan Name​​
Number of
Years
Credited
Service
(#)
​​
Present Value of
Accumulated
Benefit
($)
​​
Payments
during 2023
($)
​
​Cash Balance Formula(1)​​​​​​​​​​​​​​​​​​​​​​
​Karuturi​​Retirement Plan​​​​9.4​​​​​100,916​​​​​—​​
​CNP Benefit Restoration Plan​​​​9.4​​​​​113,625​​​​​—​​
​Ryan​​Retirement Plan​​​​14.1​​​​​158,844​​​​​—​​
​CNP Benefit Restoration Plan​​​​14.1​​​​​111,210​​​​​—​​
​Harkel-Rumford​​Retirement Plan​​​​24.5​​​​​431,966​​​​​—​​
​CNP Benefit Restoration Plan​​​​24.5​​​​​136,539​​​​​—​​
​
Final Average Pay Formula(2)
​​​​​​​​​​​​​​​​​​​​​​
​Doyle​​Retirement Plan​​​​28.9​​​​​388,465​​​​​—​​
​CNP Benefit Restoration Plan​​​​28.9​​​​​—​​​​​188,973​​

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Executive Compensation Tables (continued)

using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. To calculate the present value of the benefit in the table, mortality assumptions are based on theRP-2006 Aggregate Mortality Table projected using ScaleMP-2017, and the interest rate for discounting payments back to December 31, 2017 is 3.65%.

(2)

Through December 31, 2008, Mr. Bridge accrued benefits based on years of service, final average pay and covered compensation, which we refer to as final average pay (FAP) formulas.

For Mr. Bridge, final average pay means the highest base salary for 60 consecutive months out of the 120 consecutive months immediately preceding the earlier of retirement or December 31, 2008. This retirement plan benefit is calculated under the following formula:

1.1%​

(1)
The benefits for Mses. Karuturi and Harkel-Rumford and Mr. Ryan are based solely on the cash balance formula under the retirement plan. Interest accrues in the current year at the average annual interest rate for 30-year Treasury Securities as reported daily during the previous November based upon the account balance as of the end of the previous year. The interest rate for the 2023 plan year was 3.99%.
​
Mses. Karuturi and Harkel-Rumford and Mr. Ryan accrued an excess benefit amount under the CNP Benefit Restoration Plan based on the cash balance formula as if the Internal Revenue Code annual benefit and compensation limits did not apply.
The present values for Mses. Karuturi and Harkel-Rumford and Mr. Ryan were calculated based on benefits accrued through December 31, 2023 payable at age 65. Account balances are assumed to accumulate interest credits until age 65 at 3.00%. Since this is a cash balance plan, the lump sum payment is equal to the participant’s account balance at retirement. The single life annuity is calculated by dividing the account balance by the present value factor of an immediate single life annuity assuming an interest rate of 4.95% and using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. To calculate the present value of the benefit in the table, mortality assumptions are based on the PRI-2012 Mortality Table projected using Scale MP-2021, and the interest rate for discounting payments back to December 31, 2023 is 4.95%.
(2)
Through December 31, 2008, Mr. Doyle accrued benefits based on years of service, final average pay and covered compensation, which we refer to as final average pay (FAP) formulas.
​
For Mr. Doyle, final average pay means the highest base salary plus overtime, commissions, and bonuses for the 36 consecutive months out of the 120 consecutive months immediately preceding the earlier of retirement or December 31, 2008. This FAP retirement plan benefit is calculated under the following formula:
1.25% x FAP x Service + [0.45%[0.65% x (FAP—Social Security Covered Compensation) x Service]

In the final average pay formula, the maximum service applicable to the portion of the benefit attributable to FAP in excess of Social Security Covered Compensation is 30 years. The benefit is reduced for early retirement if retirement occurs before age 65. Early retirement subsidies are provided for retirement at age 55 or older.

Mr. Bridge also accrued a benefit under the benefit restoration plan based on the applicable final average pay formula as if the Internal Revenue Code limits did not apply.

Beginning in 2009, Mr. Bridge accrued a benefit under the CNP Benefit Restoration Plan based on the cash balance formula as if the Internal Revenue Code compensation limits did not apply.

The present value for Mr. Bridge was calculated based on benefits accrued through December 31, 2017 assuming retirement at age 65 without a reduction in benefits. The calculation assumes the participant is 50% likely to commence the benefit in the form of a single life annuity and 50% likely to elect a lump sum distribution. The single life annuity is the normal form of benefit under the plan. Mortality assumptions for discounting annuities are based on theRP-2006 Aggregate Mortality Table projected using ScaleMP-2017 and an interest rate of 3.65%. The lump sum distribution for benefits accrued through December 31, 2008 is calculated as the greater of the cash balance amount and the present value of the accrued benefit commencing at age 65 assuming interest rates of 2.65%, 3.40% and 3.65% for benefits paid within the first five years, 6th through 20th years and all remaining years, respectively and using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. The interest rate for discounting payments back to December 31, 2017 was 3.65%. These assumptions, where applicable, are the same assumptions disclosed in “Stock Based Incentive Compensation Plans and Employee Benefit Plans” in Note 7 to our consolidated financial statements included in our annual report on Form10-K for the year ended December 31, 2017.

In this final average pay formula, the maximum service applicable to the portion of the benefit attributable to FAP in excess of Social Security Covered Compensation is 35 years. The benefit is reduced for early retirement if retirement occurs before age 65. Early retirement subsidies are provided for retirement at age 55 or older.
Mr. Doyle also accrued a benefit under the benefit restoration plan based on the applicable FAP formula as if the Internal Revenue Code limits did not apply. Beginning in 2009, Mr. Doyle accrued a benefit under the benefit restoration plan based on the cash balance formula as if the Internal Revenue Code compensation limits did not apply.
The present values for Mr. Doyle were calculated based on benefits accrued through December 31, 2023 assuming retirement at the earliest reduced age. The calculation assumes the participant is 30% likely to commence the benefit in the form of a single life annuity and 70% likely to elect a lump sum distribution. The single life annuity is the normal form of benefit under the plan. Mortality assumptions for discounting annuities are based on the PRI-2012 Mortality Table projected using Scale MP-2021 and an interest rate of 4.95%. The lump sum distribution for benefits accrued through December 31, 2008 is calculated as the greater of the cash balance amount and the present value of the accrued benefit commencing at age 65 assuming an interest rate of 4.95% and using the mortality table prescribed by Section 417(e)(3) of the Internal Revenue Code. The interest rate for discounting payments back to December 31, 2023 was 4.95%. These assumptions, where applicable, are the same assumptions disclosed in “Stock Based Incentive Compensation Plans and Employee Benefit Plans” in Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023.
Savings Plan and Savings Restoration Plans

Our

Under our savings plan, provides that participantsour named executive officers may contribute up to 50% of their plan-eligible compensation aspre-tax or Roth contributions. ParticipantsThey may also contribute up to 16% of eligible pay asafter-tax contributions. In addition, we make aemployer matching contributioncontributions of 100% of the first 6% of eligible pay contributed by employees.our named executive officers contribute under the plan. For our named executive officers hired or rehired on or after January 1, 2020 (Messrs. Lesar, Wells, and Foster), in lieu of eligibility under the defined benefit pension plans, we also make employer nonelective contributions of 3% of eligible pay. Payment options
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under the savings plan include (i) a lump sum payment; (ii) annual, semi-annual, quarterly or monthly installments over a period elected by the participant, not to exceed ten years; (iii) a partial cash distribution of the participant’s account balance or (iv) a rollover of the account. Once the annual compensation limit under the Internal Revenue Code is reached in the savings plan, CenterPoint Energy’s matching contribution isemployer contributions are made in a bookkeeping account under the savings restoration plan. To comply with the provisions under Section 409A of the Internal Revenue Code, we established the CenterPoint Energy Savings Restoration Plan (CNP Savings Restoration Plan) for all benefits earned or vested from and after 2005, and this plan is subject to Section 409A. Benefits under this plan are paid in a lump sum following the participant’s separation from service, and all of our seniornamed executive officers participate in this plan. Benefit payments for our seniornamed executive officers and other key employees will be delayed for six months following the separation from service to comply with Section 409A of the Internal Revenue Code, unless the separation from service is due to death. Benefits earned and vested prior to 2005 are payable under the 1991 CenterPoint Energy Savings Restoration Plan (1991 Savings Restoration Plan), and no new benefits are provided from and after 2005 under this plan. The 1991 Savings Restoration Plan is not subject to Section 409A, and benefits are paid under this plan at the same time and in the same form and manner as distributions payable from the savings plan. Earnings on both restoration plans are based on each participant’s annual rate of return on their account in the savings plan. Participants are not permitted to make voluntary deferrals into either savings restoration plan.

Deferred Compensation Plans

Our current

Prior to January 1, 2023, our deferred compensation plan permitspermitted eligible key employees to elect voluntarily each year to defer a percentage of up to 90% of salary and/or short-term incentive compensation. The plan was frozen as of January 1, 2023 such that no further compensation may be deferred under the plan after that date. However, interest continues to accrue on prior deferrals at the rate described below.
The Company amended the Deferred Compensation Plan as of December 31, 2007, renamed it the 1989 Deferred Compensation Plan and froze the plan to

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Executive Compensation Tables (continued)

new participants and benefit accruals as of December 31, 2007. Effective January 1, 2008, obligations with respect to deferrals under the 1989 Deferred Compensation Plan after December 31, 2004, along with all associated earnings were transferred to and are paid from the 2005 Deferred Compensation Plan, which was adopted effective as of January 1, 2008, to replace the 1989 Deferred Compensation Plan. References to our deferred compensation plan include both our 2005 Deferred Compensation Plan, which covers amounts subject to Section 409A, as well as our 1989 Deferred Compensation Plan, which covers amounts which are exempt from Section 409A. Under the terms of our deferred compensation plan, interest accrues on deferrals at a rate adjusted annually equal to the average yield during the year of the Moody’s Long-Term Corporate Bond Index plus two percent.

Participants in the plan currently maycould elect at the time of their deferral election to receive distributions of their deferred compensation and interest in three ways:

•

an early distribution of either 50% or 100% of their account balance in any year that is at least four years from the year of deferral or, if earlier, the year in which they attain their normal retirement date under the plan (the first day of the month coincident with or next following attainment of age 65);

​

•
a lump sum distribution upon termination of employment on or after age 55; or

​

•
15 annual installments commencing upon termination of employment on or after age 55.

​
If a participant terminates employment prior to age 55, a lump sum distribution of his or her deferral amount plus interest, calculated using the Moody’s rate and excluding the additional two percentage points, will be made regardless of his or her form of election. For deferrals under the 2005 Deferred Compensation Plan, if a participant terminates employment on or after age 55, the deferral amount plus interest (including the additional two percent) will be paid in accordance with the participant’s distribution elections, in either a lump sum payment in the January after his or her termination or 15 annual installments commencing upon his or her separation from service. However, benefit payments for our named executive officers and other key employees will not be paid earlier than six months after separation from service (other than by reason of death) to comply with Section 409A of the Internal Revenue Code. Messrs. Prochazka, Rogers and Carroll were the only named executive officers who elected to defer compensation under the plan during 2017.

For deferrals under the 1989 Deferred Compensation Plan, if a participant terminates employment from and after age 55 but prior to age 60, the deferral amount plus interest (including the additional two percent) will be paid in accordance with the participant’s distribution elections, in either a lump sum payment in the January after his or her separation from service or 15 annual installments commencing upon his or her separation from service. If a participant terminates employment after age 60 under the 1989 Deferred Compensation Plan, the deferral amount plus interest, including the additional two percent, will be paid in accordance with the participant’s distribution elections after he or she reaches age 65.

Each of our deferred compensation plans discussed above is a nonqualified, unfunded plan, and the employees are general, unsecured creditors of CenterPoint Energy. No fund or other assets of CenterPoint Energy have been set aside or segregated to pay benefits under any of these plans. Please refer to “Rabbi Trust” under “Potential Payments upon Change in Control or Termination” for information on funding of the plans upon a change in control.

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TABLE OF CONTENTS​​
Nonqualified Deferred Compensation Table

The following table provides information with respect to benefits under the deferred compensation plans and the savings restoration plans.

Name  Plan Name Executive
Contributions
in 2017(1)
($)		  Registrant
Contributions
in 2017(1)
($)		  Aggregate
Earnings in
2017(2)
($)		  Aggregate
Withdrawals/
Distributions(3)
($)		  Aggregate
Balance at
December 31,
2017
($)		 

Prochazka

  2005 Deferred Compensation Plan  100,000   —   10,289   (80,851)   180,663 
  CNP Savings Restoration Plan  —   126,020   120,219   —   716,542 
  1991 Savings Restoration Plan  —   —   4,853   —   28,924 

Rogers

  2005 Deferred Compensation Plan  180,000   —   21,440   —   376,468 
  CNP Savings Restoration Plan  —   33,300   13,627   —   79,049 

Bridge

  CNP Savings Restoration Plan  —   39,150   27,079   —   246,880 

Carroll

  1989 Deferred Compensation Plan  —   —   36,831   —   646,715 
  2005 Deferred Compensation Plan  125,000   —   43,602   (18,658)   744,688 

O’Brien

  CNP Savings Restoration Plan  —   33,450   19,435   —   111,586 

(1)

The Company Contributions in 2017 column for the savings restoration plan include employer matching contributions that could not be made to the savings plan due to limitations under the Internal Revenue Code. Messrs. Prochazka’s and Rogers’ contributions to the deferred compensation plan are also included in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table. Mr. Carroll’s contribution to the deferred compensation plan is included in the Salary column of the Summary Compensation Table. Our contributions to the savings plan and the savings restoration plan for the senior executive officers are also included in the footnote to the All Other Compensation column of the Summary Compensation Table.

(2)

For the deferred compensation plans, Aggregate Earnings in 2017 consist of earnings on prior plan deferrals. Messrs. Prochazka’s and Rogers’ 2017 interest rate for the 2005 Deferred Compensation Plans was 6.04% with interest compounded annually. The 2017 interest rate for Mr. Carroll was 6.43% with interest compounded annually on the month he attained age 65. The amounts are also included in the footnote to the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.

For the savings restoration plans, Aggregate Earnings in 2017 include gains and losses determined based on the participant’s balances as of January 1, 2017 plus any matching contributions credited for that year. The gains and losses are calculated using the annualized rate of return for the participant’s account in the plans based on the investment funds selected by the participant.

(3)

Amounts represent lump sum distributions related to theshort-term incentive for the 2005 plan year (for Mr. Prochazka) and the annual retainer for the 2013 Plan year (for Mr. Carroll).

​Name​​Plan Name​​
Executive
Contributions
in 2023
($)
​​
Registrant
Contributions
in 2023(1)
($)
​​
Aggregate
Earnings in
2023(2)
($)
​​
Aggregate
Withdrawals/​
Distributions
($)
​​
Aggregate
Balance at
December 31,
2023(3)
($)
​
​Lesar​​CNP Savings Restoration Plan​​​​—​​​​​411,347​​​​​265,635​​​​​—​​​​​1,306,525​​
​Wells​​CNP Savings Restoration Plan​​​​—​​​​​134,919​​​​​51,734​​​​​—​​​​​349,910​​
​Foster​​CNP Savings Restoration Plan​​​​—​​​​​9,312​​​​​1,399​​​​​—​​​​​10,710​​
​Karuturi​​CNP Savings Restoration Plan​​​​—​​​​​62,117​​​​​37,019​​​​​—​​​​​230,332​​
​Ryan​​2005 Deferred Compensation Plan​​​​—​​​​​—​​​​​1,004​​​​​—​​​​​14,548​​
​CNP Savings Restoration Plan​​​​—​​​​​54,411​​​​​42,288​​​​​—​​​​​249,377​​
​Harkel-Rumford​​CNP Savings Restoration Plan​​​​—​​​​​36,193​​​​​17,500​​​​​—​​​​​156,057​​
​1991 Savings Restoration Plan​​​​—​​​​​—​​​​​665​​​​​—​​​​​5,928​​
​Doyle​​2005 Deferred Compensation Plan​​​​—​​​​​—​​​​​(34,586)​​​​​(511,009)​​​​​—​​
​CNP Savings Restoration Plan​​​​—​​​​​—​​​​​5,024​​​​​(230,805)​​​​​—​​
​
(1)
The Registrant Contributions in 2023 column for the savings restoration plan include employer contributions that could not be made to the savings plan due to limitations under the Internal Revenue Code. Our contributions to the savings plan and savings restoration plan for the named executive officers are also included in the footnote to the All Other Compensation column of the Summary Compensation Table.
​
(2)
For the deferred compensation plans, Aggregate Earnings in 2023 consist of earnings on prior plan deferrals. For Messrs. Doyle and Ryan, who are the only named executive officers with balances under the deferred compensation plans during 2023, the 2023 interest rate for the 2005 Deferred Compensation Plan was 7.41% with interest compounded annually; however, Mr. Doyle forfeited the additional 2% interest for 2023 and as previously credited for prior years because he was not at least 55 years of age when he separated from service.
​
For the savings restoration plans, Aggregate Earnings in 2023 include gains and losses determined based on the participant’s balances as of January 1, 2023 plus any employer contributions credited for that year. The gains and losses are calculated using the annualized rate of return for the participant’s account in the plans based on the investment funds selected by the participant.
(3)
Mr. Doyle’s account balances were paid in 2023 in connection with his separation. Of the aggregate account balance paid, $38,028 had previously been reported as compensation in the Summary Compensation Table got 2021 and 2022.
​
Potential Payments upon Change in Control or Termination

Our Board adopted a change in control plan to ensure consistency of officer benefits and to simplify administration, which was effective January 1, 2015, and was subsequently amended and restated, effective May 1, 2017 (the “plan”)plan). All of our named executive officers including Mr. Carroll, are participants in the plan.

The plan was amended and restated effective May 1, 2017 to provide that awards granted under the long-term incentive plan on or after such date are not subject to the plan and are instead governed by the long-term incentive plan and the applicable award agreements.

The change in control plan provides for payments and other benefits in the event a covered termination of employment occurs within three months prior to a change in control (provided that a binding agreement to effect a change in control has been executed as of the termination) or within two years after the completion of a transaction that effects a change in control. A “change in control” will be deemed to occur under the plan if:

•

any person or group becomes the direct or indirect beneficial owner of 30% or more of our outstanding voting securities, unless these securities are acquired directly from CenterPoint Energy as part of a merger or consolidation and following the merger or consolidation the conditions for an exclusion from a merger or consolidation event described below are met;

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Executive Compensation Tables (continued)

•

the members of our Board on the effective date of the plan, and successors designated as provided in the agreement, cease to constitute a majority of the Board;

​

•
approval by the shareholders of (or if there is no such approval, consummation of) a merger or consolidation of, or involving, CenterPoint Energy unless:

​

•
more than 70% of the surviving corporation’s outstanding voting securities are owned by former shareholders of CenterPoint Energy,

​

•
if the transaction involves CenterPoint Energy’s acquisition of another entity, the total fair market value of the consideration plus long-term debt of the business being acquired does not exceed 50% of the total fair market value of CenterPoint Energy’s outstanding voting securities, plus CenterPoint Energy’s consolidated long-term debt,

​

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•
no person is the direct or indirect beneficial owner of 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from the transaction, and

​

•
a majority of the members of the board of directors of the parent corporation resulting from the transaction were members of our Board immediately prior to consummation of the transaction; or

​

•
approval by the shareholders of (or if there is no such approval, consummation of) a sale or disposition of 70% or more of CenterPoint Energy’s assets unless:

​

•
individuals and entities that were beneficial owners of CenterPoint Energy’s outstanding voting securities immediately prior to the asset sale are the direct or indirect beneficial owners of more than 70% of the then outstanding voting securities of CenterPoint Energy (if it continues to exist) and of the entity that acquires the largest portion of the assets (or the entity that owns a majority of the outstanding voting stock of the acquiring entity), and

​

•
a majority of the members of our Board (if CenterPoint Energy continues to exist) and of the entity that acquires the largest portion of the assets (or the entity that owns a majority of the outstanding voting stock of the acquiring entity) were members of our Board immediately prior to the asset sale.

​
Under the plan, a covered termination occurs if the officer’s employment is terminated within three months prior to a change in control (provided that a binding agreement to effect a change in control has been executed as of the termination) or within two years after a change in control for reasons other than death, disability (as defined in our long-term disability plan), involuntary termination for cause (as defined), or resignation of the officer unless such resignation is due to “good reason” that is not cured within the cure period under the plan. “Good reason” means any of the following: (a) a failure to maintain the officer in his or her position or a substantially equivalent position; (b) a significant adverse change in the authorities, powers, functions, responsibilities or duties held; (c) a material reduction in the officer’s base salary; (d) a significant reduction in the officer’s qualified, nonqualified and welfare benefits other than a reduction that applies generally to all covered employees; (e) a material reduction in the officer’s overall compensation opportunities under the short-term incentive plan, a long-term incentive plan or other equity plan; (f) a change in the location of the officer’s principal place of employment by more than 50 miles; or (g) a failure to provide directors’ and officers’ liability insurance covering the officer.

The plan provides that we would pay our named executive officers experiencing a covered termination of employment a lump sum amount equal to (i) three times, in the case of Messrs. Wells and Lesar (or two times for Mr. Prochazka,Wells prior to his appointment as Chief Executive Officer), and (ii) two times, in the case of Messrs. Rogers, BridgeFoster and CarrollDoyle and in the case of Ms. O’Brien,Mses. Karuturi and Harkel-Rumford, the sum of the officer’s base salary plus short-term incentive award at target, if applicable.

For officers who are not age 55 or older with five years of service (which includes all the senior executive officers except for Mr. Bridge)Messrs. Lesar, Wells, Foster, Ryan, and Doyle and Mses. Karuturi), the plan also provides for a prorated short-term incentive lump sum payment based on eligible earnings tothe officer’s annualized base pay as of the date of termination multiplied by his or her short-term incentive target. Mr. Bridge meetstarget and is prorated based on the agenumber of days he or she was employed during the performance year. In addition, Messrs. Ryan and service requirementsDoyle and therefore wouldMses. Karuturi and Harkel-Rumford will be entitled to a similar pro rata short-term incentive paymentbenefit equal to two additional years of pay credits under the terms of

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  2018 Proxy Statement  

Executive Compensation Tables (continued)

the short-term incentive plan. In addition, three years of service for Mr. Prochazka and two years of service for Messrs. Rogers and Bridge and for Ms. O’Brien will be added for benefit purposescash balance formula under the retirement plan, and such additional benefit will be paid in the same time and manner that the officer’s benefit under the benefit restoration plan is paid. The plan provides a similar benefit for officers who are not eligible to participate in the retirement plan. Messrs. Wells and Lesar will be entitled to a benefit equal to three additional years (or two additional years for Mr. Wells prior to his appointment as Chief Executive Officer), and Mr. Foster will be entitled to a benefit equal to two additional years, of employer nonelective contributions under the savings plan, and such additional benefit will be paid in the same time and manner that the officer’s benefit under the savings restoration plan is paid. In addition, the plan provides for welfare benefits for a period of two years, career transition placement services and the reimbursement of legal fees incurred related to the severance. For awards granted before May 1, 2017, if an award agreement for performance shares granted under our long-term incentive plan does not provide for any early payment upon a change in control, then the plan provides for full vesting of performance shares under our long-term incentive plan if there is a covered termination. However, if the terms of the award are more favorable than those of the plan, the more favorable change in control terms under the award agreements will apply rather than the terms of the plan withWith respect to such awards. Under the amended and restated plan, awards granted under the long-term incentive plan, on or after May 1, 2017such awards are not subject to the plan and are governed by the long-term incentive plan and applicable award agreements.

Due to Messrs. Lesar and Doyle’s departures from the Company, they are no longer eligible to receive any payments upon a change in control under the plan.
Our plan does not include any excise taxgross-up payment provisions. Under our plan, the executive’s total change in control payment is automatically reduced to the minimum extent necessary to prevent triggering the excise tax, but only if theafter-tax benefit of the reduced payment exceeds theafter-tax benefit if the payment was not reduced. If the payment is not reduced, the officer will be liable for any excise tax due under Section 4999.

An officer must sign a waiver and release in connection with any claims relating to the executive’s employment with or separation from the Company prior to receiving any benefits under the plan. The plan provides that for one year following a covered termination, an officer is prohibited from hiring or soliciting any employees to leave our employment or solicit or attempt to solicit the business of any of our customers or acquisition prospects. In addition, for one year following a covered termination, an officer is prohibited, without prior written consent, from engaging in any business or accepting employment with or rendering services to a business that is in competition with us. Thesenon-solicit andnon-compete restrictions are limited to a50-mile radius around any geographical area in which we engage (or have a definite plan to engage) in operations or marketing of products or services at the time of the officer’s covered termination.

​
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Change in control provisions in awards under our current long-term incentive plan. The plan provides that participants will fully vest in any performance awards granted under the long-term incentive plan before May 1, 2017 in the event of a covered termination, provided that there are not more favorable benefits under the terms of an outstanding award. The terms of these outstanding awards to the named executive officers under our current long-term incentive plan require us to make payments to these officers in the event of a change in control (which has substantially the same definition contained in the change in control plan), without regard to whether the officer’s employment is terminated. Therefore, based on the more favorable terms in the outstanding awards, an officer’s termination would not be required for the officer to be entitled to the accelerated payment under those awards.plan. Awards granted under the long-term incentive plan on or after May 1, 2017 are not subject to the plan and are governed by the long-term incentive plan and the applicable award agreements. The different outstanding award types under the long-term incentive plan are treated as follows:

Stock Awards. For all outstanding stock awards (other than the buy-out award granted before February 2018, upon a change in control (without regard to whether the officer’s employment is terminated)Mr. Foster), we would be required to settle rights relating to unvested stock awards by delivering to the officers shares of our common stock, without regard to whether any performance-based vesting conditions have been satisfied, together with shares having a market value equal to accrued dividend equivalents on those shares. Alternatively, the Compensation Committee could elect to settle these rights by paying cash in an amount equal to the fair market value of the shares otherwise deliverable.

For stock awards granted beginning February 2018, “double trigger” vesting applies, and vesting is accelerated upon a change in control only if the award is not continued, assumed, or substituted or a covered termination of employment occurs. A covered termination of employment occurs for purposes of awards under the long-term incentive plan if the officer’s employment is terminated within two years after the completion of a transaction that

58CenterPoint Energy

  2018 Proxy Statement  

Executive Compensation Tables (continued)

effects a change in control for reasons other than death, disability (as defined in our long-term disability plan), involuntary termination for cause (as defined in the award agreement), or resignation of the officer unless such resignation is due to “good reason” that is not cured within the cure period set forth in the award agreement. “Good reason” for this purpose is defined in substantially the same manner as such term is defined in the change in control plan.

Performance Shares. For performance shares The buy-out award granted before February 2018,to Mr. Foster do not provide for accelerated vesting upon a change in control (without regard to whetherbut provide for accelerated vesting upon death, disability, termination of employment without cause (as defined in the officer’s employment is terminated), we would be required to settle rights relating to unvestedaward agreement).

Performance Share Units. For all outstanding performance shares by delivering the number of shares that would be required if performance was at the target achievement level plus dividend equivalent shares as described above. Alternatively, the Compensation Committee could elect to settle these rights by paying cash in an amount equal to the fair market value of the shares otherwise deliverable. For performance shares granted beginning February 2018,share units, “double trigger” vesting applies, and vesting is accelerated upon a change in control only if the award is not continued, assumed, or substituted or if a covered termination of employment occurs (as described above for stock awards).

Options

Executive Severance Guidelines. UponWe do not maintain individual employee agreements or a separate non-change-in-control severance plan for executives. However, in response to shareholder feedback, the Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments made to our named executive officers. The guidelines do not entitle any executive to severance benefits upon termination. The Compensation Committee continues to have discretion to determine the eligibility of a named executive officer for severance benefits and the amounts of any benefits. Under the guidelines, severance payments are to be made only upon a named executive officer’s involuntary termination without cause, and if a cash severance payment is determined to be appropriate, such payment may not exceed, absent compelling reasons, the sum of (i) one and one-half (1.5) times (or in the case of the Chief Executive Officer, two (2) times) annual base salary, with the actual multiplier determined based on relevant factors such as years of service, and (ii) the executive’s target short-term incentive award. An additional amount may also be paid to compensate for any short-term incentive award forfeited due to the executive’s termination. Additional amounts or benefits may also be provided as deemed appropriate to reasonably compensate the executive for the loss of active employee welfare benefits, financial services, or other benefits or for relocation expenses, and reasonable outplacement services may be provided. The guidelines do not apply to payments or benefits payable under any separate benefit plan or agreement, such as awards under our long-term incentive plan. Further, in the event of a covered termination under the change in control (without regard to whetherplan, the officer’s employment is terminated), we would be required to settle unexercised stock options from our long-term incentiveguidelines will not apply, and the change in control plan will govern.
​EXECUTIVE​​BASE PAY
MULTIPLIER		​​
MAXIMUM CASH SEVERANCE PAYMENT
UNDER
EXECUTIVE SEVERANCE GUIDELINES(1)
​
​Chief Executive Officer​​​​2x​​​Two (2) times annual base salary plus target short-
term incentive award		​
​Non-CEO Named Executive Officer​​​​1.5x​​​One and a half (1.5) times annual base salary plus
target short-term incentive award		​
​
(1)
The executive severance guidelines also permit the payment of certain other compensation and benefits, as appropriate, in cash for a per share amount equaladdition to the excess of the fair market value of the common stock over the exercise price.

cash severance payment, as described above.

​
​
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Payments in the event of change in control. The table below presents amounts that would have been payable and the value of the benefits provided under the change in control plan assuming a covered termination of employment occurred on December 31, 20172023 following a change of control. The numbers in the table have been rounded to the nearest one thousand dollars.

Type of Payment  Prochazka   Rogers   Bridge   Carroll   O’Brien 

Severance amount

  $7,642,000   $1,987,000   $1,822,000   $1,360,000   $1,653,000 

Short-term Incentive Plan(1)

   1,338,000    419,000    384,000    —    323,000 

Long-term Incentive Plan:(2)

          

Performance shares

   10,963,000    2,425,000    1,966,000    4,913,000    1,765,000 

Stock awards

   4,658,000    1,031,000    955,000    2,088,000    750,000 

Benefit restoration plan(3)

   467,000    110,000    182,000    —    93,000 

Health and welfare benefits

   42,000    12,000    27,000    —    24,000 

Outplacement

   4,000    4,000    4,000    4,000    4,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total benefit and payment

  $25,114,000   $5,988,000   $5,340,000   $8,365,000   $4,612,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Under the terms of our short-term incentive plan, an individual age 55 or older with at least five years of service satisfies the relevant provisions under the plan and is eligible for a pro rata payment at the actual level of achievement, without regard to whether it is preceded by a change in control, based on his eligible earnings to the date of termination multiplied by his short-term incentive target. Mr. Bridge satisfies the retirement provisions under the plan, and a change in control does not impact this payment. Refer to “—Payments upon termination of employment.” For purposes of the table above, the target level of achievement has been assumed.

(2)

For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 31, 2017 (which was $28.36). Under the terms of our current long-term incentive plan, amounts payable in shares would be converted to dollars using the New York Stock Exchange closing price on the date on which the change in control occurred. The payments are determined as described under “—Change in control provisions in awards under our current long-term incentive plan.” Amounts shown for performance shares are calculated based on a target level of achievement for each award. Amounts shown for the long-term incentive plan in this table include amounts in the “Payments upon termination of employment” table below.

(3)

Amounts shown consist of the increase in cash balance accounts that would result from crediting an additional three years of service and interest for Mr. Prochazka, and an additional two years of service and interest for Messrs. Rogers and Bridge and for Ms. O’Brien. For purposes of calculating these amounts, balances were projected with the 2018 interest crediting rate of 2.80%. Immediate commencement of the benefit was also assumed.

Always There®59

​Type of Payment​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-
Rumford		​
​Severance amount​​​$11,475,000​​​​$4,214,000​​​​$2,520,000​​​​$2,520,000​​​​$1,734,000​​​​$1,564,000​​
​Retention amount(1)​​​$338,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Short-term Incentive Plan(2)​​​$2,325,000​​​​$1,127,000​​​​$560,000​​​​$560,000​​​​$357,000​​​​$322,000​​
​Long-term Incentive Plan:(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Performance Share Units (Unvested)​​​$14,585,000​​​​$4,417,000​​​​$1,312,000​​​​$2,298,000​​​​$1,887,000​​​​$1,254,000​​
​
Performance Share Units (Vested)(4)
​​​$8,573,000​​​​$1,769,000​​​​​—​​​​$1,026,000​​​​$862,000​​​​$636,000​​
​Stock awards (Unvested)​​​$7,719,000​​​​$2,062,000​​​​$4,160,000​​​​$1,108,000​​​​$914,000​​​​$630,000​​
​Stock awards (Vested)​​​$17,884,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Benefit restoration plan(5)​​​​—​​​​​—​​​​​—​​​​$301,000​​​​$258,000​​​​$216,000​​
​Savings restoration plan(6)​​​$441,000​​​​$110,000​​​​$26,000​​​​​—​​​​​—​​​​​—​​
​Health and welfare benefits​​​$24,000​​​​$25,000​​​​$26,000​​​​$39,000​​​​$20,000​​​​$25,000​​
​Outplacement​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​
​Total benefit and payment​​​$63,372,000​​​​$13,732,000​​​​$8,612,000​​​​$7,860,000​​​​$6,040,000​​​​$4,655,000​​

  2018 Proxy Statement  

Executive Compensation Tables (continued)

​

(1)
Amounts shown consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon a termination of employment without cause or a resignation for good reason of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless of whether Mr. Lesar terminated employment or whether a change in control occurred, as set forth in the Retention Incentive Agreement. The Retention Incentive Agreement also provides for the payment of Mr. Lesar’s expenses to maintain an office and administrative assistant for five years following his termination without cause or resignation for good reason, the value of which is not included in the amount shown as the cost of such expenses will not be known until incurred. The Retention Incentive Agreement provides for these payments upon any termination of employment without cause or resignation for good reason regardless of whether a change in control has occurred.
​
(2)
Under the terms of our short-term incentive plan, an individual age 55 or older with at least five years of service satisfies the retirement provisions under the plan. If the individual terminates employment during the plan year, he or she is eligible for a pro-rata payment at the target level of achievement, without regard to whether it is preceded by a change in control, based on his or her eligible compensation multiplied by his or her short-term incentive target. Refer to “—Payments upon termination of employment.”
​
(3)
For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023, which was $28.57. The payments are determined as described under “—Change in control provisions in awards under our current long-term incentive plan.” Amounts shown are calculated based on a target level of achievement of any applicable performance goals. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, but that were fully vested and payable on such date regardless of whether Mr. Lesar terminated employment or whether a change in control occurred, as set forth in the award agreements. Amounts shown for the long-term incentive plan in this table include amounts in the “Payments upon termination of employment” table below.
​
(4)
Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of whether the officer terminated employment or whether a change in control occurred, as set forth in the award agreements.
​
(5)
Amounts shown consist of the increase in cash balance accounts that would result from crediting an additional two years of pay credits under the cash balance formula for Mr. Ryan and Mses. Karuturi and Harkel-Rumford.
​
(6)
Amounts shown consist of a benefit equal to an additional three years of employer nonelective contributions under the savings plan for Mr. Lesar and two years for Messrs. Wells and Foster.
​
Upon a change in control, each named executive officer would also be entitled to receive payment for any fully vested benefits to which he is already entitled, if payable upon a change in control, or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by the Consolidated Omnibus Budget Reconciliation Act (COBRA).

Payments upon termination of employment. Certain benefits are payable to a named executive officer upon his or her termination of employment other than in the event of a change in control as described above. The table below presents information on the value of short-term and long-term incentive benefits at the target level of achievement that would be provided if a named executive officer terminated employment as of December 31, 2017.2023. The numbers in the table have been rounded to the nearest one thousand dollars.

Type of Payment  Prochazka   Rogers   Bridge   Carroll   O’Brien 

Short-term incentive plan(1)

  $—   $—   $384,000   $—   $— 

Long-term incentive plan:(2)

          

Performance shares

   —    —    1,522,000    3,158,000    — 

Stock awards

   —    —    612,000    1,264,000    — 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—   $—   $2,518,000   $4,422,000   $— 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With respect to payments and other benefits received by Mr. Doyle in connection with his departure from the
(1)​

Under the terms of our short-term incentive plan, an individual age 55 with five years of service satisfies the retirement provisions under the plan and is eligible for a pro rata plan distribution at the actual level of achievement based on eligible earnings to date multiplied by his short-term incentive target. Mr. Bridge satisfies the retirement provisions under the plan, and a termination of employment does not impact this payment. For purposes of the table above, the target level of achievement has been assumed.

(2)

For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for

CenterPoint Energy, common stock on December 31, 2017 (which was $28.36). Under the terms of our long-term incentive awards, an individual age 55 with five years of service satisfies the retirement provisions under the plan and is eligible for a pro rata plan distribution. In the case of performance shares, such distribution is based on the number of days employed in the performance cycle and the actual level of achievement. All amounts above have been calculated assuming the target level of achievement. In the case of stock awards, such distribution is based on the number of days employed in the vesting period. Messrs. Bridge and Carroll satisfy the retirement provisions under the plan.

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TABLE OF CONTENTS
Company in January 2023, see “Compensation Discussion and Analysis—Executive Summary—Continued Execution of Succession Planning—Streamlined Organizational Structure—January 2023.”
​Type of Payment​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-
Rumford		​
​Retention amount(1)​​​$338,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Short-term Incentive Plan(2)​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$322,000​​
​Long-term Incentive Plan:(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Performance Share Units (Unvested)​​​$7,217,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​$603,000​​
​
Performance Share Units (Vested)(4)
​​​$8,573,000​​​​$1,769,000​​​​​—​​​​$1,026,000​​​​$862,000​​​​$636,000​​
​Stock Awards (Unvested)​​​$4,934,000​​​​​—​​​​$3,725,000​​​​​—​​​​​—​​​​$386,000​​
​Stock Awards (Vested)​​​$17,884,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Total​​​$38,946,000​​​​$1,769,000​​​​$3,725,000​​​​$1,026,000​​​​$862,000​​​​$1,947,000​​
​
(1)
Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon a termination of employment without cause or a resignation for good reason of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless of whether Mr. Lesar terminated employment, as set forth in the Retention Incentive Agreement. The Retention Incentive Agreement also provides for the payment of Mr. Lesar’s expenses to maintain an office and administrative assistant for five years following his termination without cause or resignation for good reason, the value of which is not included in the amount shown as the cost of such expenses will not be known until incurred.
​
(2)
Under the terms of our short-term incentive plan, an individual age 55 with five years of service satisfies the retirement provisions under the plan. If the individual terminates employment during the plan year, he or she is eligible for a pro-rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target.
​
(3)
For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023, which was $28.57. Under the terms of our long-term incentive awards (other than the retention awards granted to Mr. Lesar and any sign-on or buy-out awards), an individual age 55 with five years of service (or, for Mr. Lesar, at least three years of service) satisfies the retirement provisions under the plan and is eligible for a pro rata plan distribution. Such distribution is based on the number of days employed in the performance cycle for performance share units or in the vesting period for stock awards and the actual level of achievement of any applicable performance goals. All amounts above have been calculated assuming the target level of achievement. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, which were fully vested and payable on such date regardless of whether Mr. Lesar terminated employment, as set forth in the award agreements.
​
(4)
Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of whether the officer terminated employment, as set forth in the award agreements.
​
Upon termination of employment, each named executive officer would also be entitled to receive payment for any fully vested benefits to which he is already entitled, if payable upon termination of employment, or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA.

Payments upon termination due to death.death. The table below presents information on the value of the benefits payable if a named executive officer had died on December 31, 2017.2023. The numbers in the table have been rounded to the nearest one thousand dollars. The beneficiaries would have been entitled to the following amounts:

Type of Payment  Prochazka   Rogers   Bridge   Carroll   O’Brien 

Short-term Incentive Plan(1)

  $1,328,000   $416,000   $384,000   $—   $320,000 

Long-term Incentive Plan:(2)

          

Performance Shares

   6,974,000    1,524,000    1,522,000    3,158,000    1,134,000 

Stock Awards

   2,746,000    599,000    601,000    1,242,000    446,000 

Executive life insurance plan(3)

   —    —    —    180,000    — 

Basic life insurance(3)

   50,000    50,000    50,000    —    50,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $11,098,000   $2,589,000   $2,557,000   $4,580,000   $1,950,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

​Type of Payment​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-
Rumford		​
​Retention amount(1)​​​$338,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Short-term Incentive Plan(2)​​​$2,325,000​​​​$1,127,000​​​​$560,000​​​​$560,000​​​​$357,000​​​​$322,000​​
​Long-term Incentive Plan(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Performance Share Units (Unvested)​​​$14,585,000​​​​$4,417,000​​​​$1,312,000​​​​$2,298,000​​​​$1,887,000​​​​$1,254,000​​
​
Performance Share Units (Vested)(4)
​​​$8,573,000​​​​$1,769,000​​​​​—​​​​$1,026,000​​​​$862,000​​​​$636,000​​
​Stock Awards (Unvested)​​​$7,719,000​​​​$2,062,000​​​​$4,160,000​​​​$1,108,000​​​​$914,000​​​​$630,000​​
​Stock Awards (Vested)​​​$17,884,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Executive life insurance plan​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Basic life insurance(5)​​​$50,000​​​​$50,000​​​​$50,000​​​​$50,000​​​​$50,000​​​​$50,000​​
​Total​​​$51,474,000​​​​$9,425,000​​​​$6,082,000​​​​$5,042,000​​​​$4,070,000​​​​$2,892,000​​
​
(1)
Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon his death of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless of Mr. Lesar’s death, as set forth in the Retention Incentive Agreement.
​
(2)
Under the terms of our short-term incentive plan, an individual who dies during the plan year is eligible for a pro rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target.
​
(1)​

Under the terms of our short-term incentive plan, an individual who dies during the plan year is eligible for a pro rata plan distribution at the target level of achievement based on eligible earnings to date multiplied by his short-term incentive target.

60
CenterPoint Energy, Inc.   2024 Proxy Statement
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  2018 Proxy Statement  

Executive Compensation Tables (continued)

(2)

For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 31, 2017 (which was $28.36). Under the terms of the long-term incentive awards, an individual who dies during a plan year is eligible for a pro rata plan distribution. In the case of performance shares, such distribution is based on the number of days employed in the performance cycle and the target level of achievement. In the case of stock awards, such distribution is based on the number of days employed in the vesting period.

(3)

Amounts payable by third party insurance providers.

TABLE OF CONTENTS
(3)
For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023, which was $28.57. Under the terms of the long-term incentive awards (other than any sign-on awards), an individual who dies prior to vesting is eligible for a full distribution of the award, based on the target level of achievement of any applicable performance goals. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, which were fully vested and payable on such date regardless of Mr. Lesar’s death, as set forth in the award agreements.
​
(4)
Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of the officer’s death, as set forth in the award agreements.
​
(5)
Amounts payable by third party insurance providers.
​
Each named executive officer’s beneficiaries would also be entitled to receive payment for any fully vested benefits to which they are entitled under the terms of the applicable plan or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA.

Payments upon disability.disability. If a named executive officer becomes disabled as defined under our long-term disability plan on December 31, 2017,2023, he or she would receive the payments stated in the table below. Mr. Carroll is not eligible for long-term disability benefits. The numbers in the table have been rounded to the nearest one thousand dollars.

Type of Payment  Prochazka   Rogers   Bridge   Carroll   O’Brien 

Short-term Incentive Plan(1)

  $1,328,000   $416,000   $384,000   $—   $320,000 

Long-term Incentive Plan:(2)

          

Performance Shares

   6,974,000    1,524,000    1,522,000    3,158,000    1,134,000 

Stock Awards

   2,796,000    610,000    612,000    1,264,000    454,000 

Long-term Disability Per Month(3)

   20,000    20,000    20,000    —    20,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $11,118,000   $2,570,000   $2,538,000   $4,422,000   $1,928,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Under the terms of our short-term incentive plan, an individual who becomes disabled as defined under our long-term disability plan is eligible for a pro rata plan distribution at the target level of achievement based on eligible earnings to date multiplied by his short-term incentive target.

(2)

For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 31, 2017 (which was $28.36). Under the terms of the long-term incentive awards, an individual who becomes disabled as defined under our long-term disability plan is eligible for a pro rata plan distribution. In the case of performance shares, such distribution is based on the number of days employed in the performance cycle and the target level of achievement. In the case of stock awards, such distribution is based on the number of days employed in the vesting period.

(3)

Amounts payable by third party insurance providers.

​Type of Payment​​Lesar​​Wells​​Foster​​Karuturi​​Ryan​​Harkel-
Rumford		​
​Retention amount(1)​​​$338,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Short-term Incentive Plan(2)​​​$2,325,000​​​​$1,127,000​​​​$560,000​​​​$560,000​​​​$357,000​​​​$322,000​​
​Long-term Incentive Plan(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Performance Share Units (Unvested)​​​$14,585,000​​​​$4,417,000​​​​$1,312,000​​​​$2,298,000​​​​$1,887,000​​​​$1,254,000​​
​
Performance Share Units (Vested)(4)
​​​$8,573,000​​​​$1,769,000​​​​​—​​​​$1,026,000​​​​$862,000​​​​$636,000​​
​Stock Awards (Unvested)​​​$7,719,000​​​​$2,062,000​​​​$4,160,000​​​​$1,108,000​​​​$914,000​​​​$630,000​​
​Stock Awards (Vested)​​​$17,884,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​Long-term Disability Per Month(5)​​​$20,000​​​​$20,000​​​​$20,000​​​​$20,000​​​​$20,000​​​​$19,000​​
​Total​​​$51,444,000​​​​$9,395,000​​​​$6,052,000​​​​$5,012,000​​​​$4,040,000​​​​$2,861,000​​
​
(1)
Amounts consist of the cash payment payable to Mr. Lesar under his Retention Incentive Agreement upon his disability of any amounts accrued through December 31, 2023 under the Dividend Equivalent Award, which amount vested and was payable as of December 31, 2023 regardless Mr. Lesar’s disability, as set forth in the Retention Incentive Agreement.
​
(2)
Under the terms of our short-term incentive plan, an individual who becomes disabled as defined under our long-term disability plan during the plan year is eligible for a pro rata plan distribution at the target level of achievement based on eligible compensation multiplied by his or her short-term incentive target.
​
(3)
For purposes of the calculations, amounts that would be payable in shares have been converted to dollars using the New York Stock Exchange closing price for CenterPoint Energy common stock on December 29, 2023 which was $28.57. Under the terms of the long-term incentive awards (other than any sign-on awards), an individual who separates from service due to disability prior to vesting is eligible for a full distribution of the award, based on the target level of achievement of any applicable performance goals. Amounts shown for stock awards for Mr. Lesar include the retention award of 600,000 restricted stock units granted to Mr. Lesar under his Retention Incentive Agreement that remained outstanding on December 31, 2023, which were fully vested and payable on such date regardless of Mr. Lesar’s disability, as set forth in the award agreements.
​
(4)
Amounts shown include PSUs granted in 2021 that vested on December 31, 2023, which were payable regardless of the officer’s disability, as set forth in the award agreements.
​
(5)
Amounts payable by third party insurance providers.
​
Upon becoming disabled as defined under our long-term disability plan, each named executive officer would also be entitled to receive payment for any fully vested benefits to which he is already entitled, if payable upon disability, or which are required to be provided by law. These benefits could include those earned under CenterPoint Energy’s retirement, benefit restoration, savings, savings restoration, deferred compensation and retiree medical plans, as well as the continuation of health coverage required by COBRA.

Rabbi Trust

We maintain a trust agreement with an independent trustee establishing a springing rabbi trust for the purpose of funding benefits payable to participants (including each of our named executive officers) under our deferred compensation plans, benefit restoration plans, and savings restoration plans, and in some instances our long-term incentive plan agreements, in some instances, and the change in control plan.plan, in which our named executive officers participate. The trust is a grantor trust, irrevocable except in the event of an unfavorable ruling by the Internal Revenue Service as to the tax status of the trust or certain changes in tax law. It is currently funded with a nominal amount of cash. Future contributions will be made to the grantor trust if and when required by the provisions of the covered plans or when required by our Benefits Committee, which consists of officers of the Company. If there is a change in control (defined in substantially the same manner as in the change in

Always There®61

  2018 Proxy Statement  

Executive Compensation Tables (continued)

control plan described under “Potential Payments upon Change in Control or Termination”), the grantor trust must be fully funded, within 30 days following the change in control, with an amount equal to the entire benefit to which

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each participant would be entitled under the covered plans as of the date of the change in control (calculated on the basis of the present value of the projected future benefits payable under the covered plans). The assets of the grantor trust are required to be held separate and apart from the other funds of CenterPoint Energy and its subsidiaries but remain subject to the claims of general creditors under applicable state and federal law.

Pay Versus Performance
As required by Item 402(v) of Regulation S-K, as adopted pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing information about the relationship between compensation actually paid to our named executive officers and each of the following company performance measures, which, in the company’s assessment, are also the most important financial performance measures used for the most recently completed fiscal year to link compensation actually paid to our named executive officers to company performance:
Most Important Financial Performance Measures
​Cumulative total shareholder return (TSR)​​​Net income​​​Adjusted EPS (company-selected financial performance measure)​
Information for each of the last four completed fiscal years is shown in the table below for each principal executive officer (“PEO”) and for our non-PEO named executive officers (“Non-PEO NEOs”) as averages.
​​​​
PEO Pay(1)
​​
Non-PEO NEOs Pay(2)
​​Value of Initial Fixed $100
Investment Based on:		​​Other
Performance
Measures		​
​​​​Summary Compensation
Table Total		​​
Compensation
“Actually Paid”(3)
​​Average
Summary
Compensation
Table Total
Compensation		​​
Average
Compensation
“Actually
Paid”(3)
​​
Total
Shareholder
Return
(TSR)(4)
​​
“Peer Group”
Total
Shareholder
Return
(TSR)(4)
​​
Net
Income(5)
($ in
millions)
​​
Company-
Selected
Measure-
Adjusted
EPS(6)
​
​Year​​Lesar​​Somerhalder​​Prochazka​​Lesar​​Somerhalder​​Prochazka​
​2023​​​$16,204,475​​​​​​​​​​​​​​​​$24,939,494​​​​​​​​​​​​​​​​$4,304,023​​​​$4,780,554​​​​$117.0​​​​$97.5​​​​$867​​​​$1.50​​
​2022​​​$13,943,974​​​​​​​​​​​​​​​​$29,628,764​​​​​​​​​​​​​​​​$2,551,102​​​​$4,418,767​​​​$119.5​​​​$111.2​​​​$1,008​​​​$1.38​​
​2021​​​$37,809,810​​​​​​​​​​​​​​​​$52,998,434​​​​​​​​​​​​​​​​$8,318,875​​​​$10,539,727​​​​$108.7​​​​$113.9​​​​$1,391​​​​$1.27​​
​2020​​​$11,946,295​​​​​3,075,656​​​​​6,656,290​​​​$13,546,218​​​​$3,066,727​​​​$5,704,640​​​​$2,812,497​​​​$2,201,357​​​​$82.1​​​​$99.4​​​​$(949)​​​​$1.17​​
​
(1)
Our PEOs during the last four completed fiscal years were Scott Prochazka, John Somerhalder II, and David Lesar. Messrs. Prochazka, Somerhalder and Lesar were each PEOs in 2020. Mr. Lesar was the only PEO for years 2021, 2022, and 2023.
​
(2)
Our Non-PEO NEOs for the last four completed fiscal years are as follows:
​
For 2023, Jason Wells, Scott Doyle, Christopher Foster, Monica Karuturi, Jason Ryan, and Lynne Harkel-Rumford
For 2022, Jason Wells, Scott Doyle, Monica Karuturi, and Gregory Knight;
For 2021, Jason Wells, Scott Doyle, Kenneth Mercado, Monica Karuturi, and Milton Carroll; and
For 2020, Jason Wells, Milton Carroll, Kristie Colvin, Scott Doyle, Gregory Knight, Xia Liu, and Joseph Vortherms.
(3)
The amounts for the non-PEO NEOs are provided as averages. For purposes of these adjustments, PSUs based on a TSR performance objective, whether vested, unvested, or forfeited, were valued using Monte Carlo simulation. PSUs based on a non-TSR performance objective, whether vested, unvested, or forfeited, were valued using the closing trading price for CenterPoint Energy common stock on the applicable valuation date and assuming projected achievement as of the end of the fiscal year. Compensation “actually paid” for each fiscal year is the total compensation reported in the Summary Compensation Table for that year adjusted by the following amounts:
​
​Actually Paid Adjustments​​2023​
​PEO​​Average
Non-PEO NEOs		​
​Summary Compensation Table (SCT) Total​​​$16,204,475​​​​$4,304,023​​
​Deduction for Amounts Reported under the Stock Awards and Options Awards columns in the SCT​​​$(9,900,034)​​​​$(2,325,001)​​
​Deduction for Amounts Reported under the “Change in Pension Value and Nonqualified Deferred
Compensation Earnings” column in the SCT		​​​​—​​​​$(18,649)​​
​Increase for Service Cost and Prior Service Cost for Pension Plans​​​​—​​​​$22,661​​
​Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year-End​​​$11,939,585​​​​$2,604,465​​
​Increase for Fair Value of Awards Granted During Year that Vest During Year​​​$5,714,000​​​​​—​​
​Increase for Dividends Paid on Unvested Shares/Share Units & Stock Options​​​$922,748​​​​$129,270​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior
to Year that Vest During Year		​​​$(419,558)​​​​$7,364​​
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​Actually Paid Adjustments​​2023​
​PEO​​Average
Non-PEO NEOs		​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted
Prior to Year that were Outstanding and Unvested as of Year-End		​​​$478,279​​​​$56,420​​
​Deduction of Fair Value of Prior Year Awards Forfeited During the Year​​​​—​​​​​—​​
​Total Compensation Actually Paid​​​$24,939,494​​​​$4,780,554​​
​Actually Paid Adjustments​​2022​
​PEO​​Average
Non-PEO NEOs		​
​Summary Compensation Table (SCT) Total​​​$13,943,974​​​​$2,551,102​​
​Deduction for Amounts Reported under the Stock Awards and Options Awards columns in the SCT​​​$(8,481,240)​​​​$(1,336,621)​​
​Deduction for Amounts Reported under the “Change in Pension Value and Nonqualified Deferred
Compensation Earnings” column in the SCT		​​​​—​​​​$31,373​​
​Increase for Service Cost and Prior Service Cost for Pension Plans​​​​—​​​​$15,906​​
​Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year-End​​​$12,542,520​​​​$1,976,680​​
​Increase for Fair Value of Awards Granted During Year that Vest During Year​​​​—​​​​​—​​
​Increase for Dividends Paid on Unvested Shares/Share Units & Stock Options​​​$1,550,496​​​​$127,670​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior
to Year that Vest During Year		​​​$5,034,164​​​​$523,494​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted
Prior to Year that were Outstanding and Unvested as of Year-End		​​​$5,038,851​​​​$529,165​​
​Deduction of Fair Value of Prior Year Awards Forfeited During the Year​​​​—​​​​​—​​
​Total Compensation Actually Paid​​​$29,628,764​​​​$4,418,767​​
​Actually Paid Adjustments​​2021​
​PEO​​Average
Non-PEO NEOs		​
​Summary Compensation Table (SCT) Total​​​$37,809,810​​​​$8,318,875​​
​Deduction for Amounts Reported under the Stock Awards and Options Awards columns in the SCT​​​$(33,359,999)​​​​$(1,563,500)​​
​Deduction for Amounts Reported under the “Change in Pension Value and Nonqualified Deferred
Compensation Earnings” column in the SCT		​​​​—​​​​$(31,811)​​
​Increase for Service Cost and Prior Service Cost for Pension Plans​​​​—​​​​$16,623​​
​Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year-End​​​$41,286,596​​​​$2,575,657​​
​Increase for Fair Value of Awards Granted During Year that Vest During Year​​​​—​​​​​—​​
​Increase for Dividends Paid on Unvested Shares/Share Units & Stock Options​​​$1,063,262​​​​$143,224​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vest During Year​​​$53,451​​​​$173,972​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted
Prior to Year that were Outstanding and Unvested as of Year-End		​​​$6,145,315​​​​$968,869​​
​Deduction of Fair Value of Prior Year Awards Forfeited During the Year​​​​—​​​​$(62,183)​​
​Total Compensation Actually Paid​​​$52,998,434​​​​$10,539,727​​
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​Actually Paid Adjustments​​2020​
​PEO​​Average Non-
PEO NEOs		​
​Lesar​​Somerhalder​​Prochazka​
​Summary Compensation Table (SCT) Total​​​$11,946,295​​​​$3,075,656​​​​$6,656,290​​​​$2,812,497​​
​Deduction for Amounts Reported under the Stock Awards and Options
Awards columns in the SCT		​​​$(8,169,996)​​​​$(2,272,619)​​​​​—​​​​$(1,608,708)​​
​Deduction for Amounts Reported under the “Change in Pension Value and
Nonqualified Deferred Compensation Earnings” column in the SCT		​​​​—​​​​$(8,929)​​​​$1,008,367​​​​$(59,849)​​
​Increase for Service Cost and Prior Service Cost for Pension Plans​​​​—​​​​​—​​​​$140,749​​​​$14,403​​
​Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year-End​​​$9,382,862​​​​​—​​​​​—​​​​$1,305,346​​
​Increase for Fair Value of Awards Granted During Year that Vest During Year​​​$149,996​​​​$2,272,619​​​​​—​​​​$71,428​​
​Increase for Dividends Paid on Unvested Shares/Share Units & Stock Options​​​$237,061​​​​​—​​​​$528,003​​​​$79,014​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards
Granted Prior to Year that Vest During Year		​​​​—​​​​​—​​​​$(777,086)​​​​$(82,302)​​
​Increase/Deduction for Change in Fair Value from Prior Year-End to Current
Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End		​​​​—​​​​​—​​​​$(1,283,285)​​​​$(117,485)​​
​Deduction of Fair Value of Prior Year Awards Forfeited During the Year​​​​—​​​​​—​​​​$(568,399)​​​​$(212,986)​​
​Total Compensation Actually Paid​​​$13,546,218​​​​$3,066,727​​​​$5,704,640​​​​$2,201,357​​
​
(4)
Cumulative TSR is determined for the measurement period starting 12/31/2019 and ending on 12/31/2023, 12/31/2022, 12/31/2021, and 12/31/2020, respectively. Peer group TSR is weighted based on market capitalization as of 12/31/2019 and is based on PHLX Utility Sector Index (UTY) TSR sourced from FactSet.
​
(5)
Amounts shown are consolidated net income reported pursuant to GAAP in our annual report on Form 10-K.
​
(6)
The company-selected measure represents what the company believes is the most important financial performance measure (other than company TSR or net income) used to link company performance and the compensation actually paid to our named executive officers. The company-selected measure is Adjusted EPS. An EPS financial measure aligns with our commitment to return value to investors through earnings and dividends paid. Adjusted EPS is a non-GAAP metric which includes net income from electric and natural gas segments, as well as after tax corporate and other operating income and corporate overhead and adjusted for certain factors to reflect what we consider to be our fundamental business performance. Adjusted EPS excludes, among other items, earnings and losses from the change of value of ZENS and related securities, income and expenses related to ownership and disposal of certain midstream units, a corresponding amount of debt related to the units and allocation of associated corporate overhead, gain and impact including expenses associated with certain mergers and divestitures and other potential impact, such as changes in accounting standards, impairments or unusual items, which could have a material impact on GAAP reported results. For a full list of adjustments and reconciliation of Adjusted GAAP to consolidated income (loss) available to common shareholders and diluted EPS, the nearest GAAP metrics, please see Appendix A.
​
The following graphics show the relationships between executive compensation actually paid and cumulative TSR, net income, and adjusted EPS for the last four completed fiscal years. Compensation actually paid to Non-PEO NEOs are shown as averages. The graphic that shows the relationship between executive compensation actually paid and cumulative TSR includes a comparison of cumulative TSR of the Company and cumulative TSR of the peer group over the same period.
[MISSING IMAGE: bc_tsr-pn.jpg]
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[MISSING IMAGE: bc_netincome-pn.jpg]
[MISSING IMAGE: bc_eps-pn.jpg]
Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Prochazka,Lesar, our Chief Executive Officer.

Officer for 2023.

For 2017,2023, our last completed fiscal year:

•

the median of the annual total compensation of all employees of CenterPoint Energy, excluding Mr. Lesar, our Chief Executive Officer for 2023, was $96,573;$115,722 and

​

•
the annual total compensation of Mr. Lesar, our Chief Executive Officer for 2023, as reported in the Summary Compensation Table, was $8,024,525.

$16,204,475.

​
Based on this information, for 20172023, the ratio of Mr. Prochazka’sLesar’s annual total compensation to that of our median employee was approximately 83140 to one.

1.

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To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and Mr. Lesar, our Chief Executive Officer for 2023, we took the following steps:

•

We selected November 1, 20172022 as the date to identify our median employee, at which time our employee population consisted of approximately 7,9009,100 individuals located in the United States. This population consisted of our full-time, part-time and temporary employees.

The applicable SEC rules require us to identify a “median employee” only once every three years, as long as there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Because there have been no changes in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure for 2023, we are using the same median employee for our 2023 pay ratio that we used for our 2022 pay ratio, although we have updated the calculation of the total compensation earned by that employee for 2023.

​

•
To identify the “median employee” from our employee population in 2022, we compared employees’ trailing twelve months total gross wages (consisting of base salary, short-term and long-term incentives, overtime and other compensation excluding imputed income) from our payroll records.

​

•
We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.

After identifying There has been no change in the median employee’s circumstances that we reasonably believe would result in a significant change in our pay ratio.

​
•
Using the median employee identified in 2022, we combined all of the elements of this employee’s compensation for 20172023 in accordance with Item 402(c)(2)(x) of RegulationS-K, resulting in total annual compensation of $96,573.$115,722. With respect to the annual total compensation of Mr. Lesar, our Chief Executive Officer for 2023, we used the amount reported in the “Total” column of our Summary Compensation Table for Fiscal Year 2017.

2023.

​
We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K. In addition, because the Securities and Exchange CommissionSEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

​
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  2018 Proxy Statement  

TABLE OF CONTENTSEQUITY COMPENSATION PLAN INFORMATION

​

EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information about CenterPoint Energy’s common stock that may be issued under our existing equity compensation plans as of December 31, 2017.

   

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

  

Weighted

average

exercise price

of outstanding

options,

warrants and

rights

   

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans

 

Equity compensation plans approved by security holders(1)

   3,977,411(2)  $—    6,450,712(3) 

Equity compensation plans not approved by security holders

   —   —    — 

Totals

   3,977,411  $—    6,450,712 

2023.
​​​​Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights		​​Weighted
average
exercise price
of outstanding
options,
warrants and
rights		​​Number of
securities
remaining
available for
future issuance
under equity
compensation
plans		​
​Equity compensation plans approved by security holders(1)​​​​7,086,019(2)​​​​$ —​​​​​14,473,188(3)​​
​Equity compensation plans not approved by security holders​​​​—​​​​​—​​​​​—​​
​Totals​​​​7,086,019​​​​$ —​​​​​14,473,188​​
​
(1)
Plans approved by shareholders consist of the 2009 Long-Term Incentive Plan, the 2022 Long-Term Incentive Plan, and the CenterPoint Energy, Inc. Stock Plan for Outside Directors. No future grants may be made under the 2009 Long-Term Incentive Plan.
​
(2)
Includes outstanding grants of 5,225,040 performance share units (which includes 1,823,528 shares at actual achievement for the 2021 performance cycle and assumes maximum performance is achieved for performance cycles commencing 2022 and later) and 1,860,979 shares issuable upon settlement of outstanding grants of stock awards.
​
(3)
The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance share units and performance stock. The shares remaining available for issuance generally may be used for any of these types of awards, except that the CenterPoint Energy, Inc. Stock Plan for Outside Directors provides only for awards of common stock.
​
(1)​

Plans approved by shareholders consist of the 2001 Long-term Incentive Plan, the 2009 Long-term Incentive Plan and the Stock Plan for Outside Directors. No future grants may be made under the 2001 plan.

(2)
CenterPoint Energy, Inc.   2024 Proxy Statement

Includes outstanding grants of 2,997,216 performance shares (which includes 402,636 shares at actual achievement for the 2015 performance cycle and assumes maximum performance is achieved for performance cycles commencing 2016 and later) and 943,459 shares issuable upon settlement of outstanding grants of stock awards.

(3)​

The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and performance shares. The shares remaining available for issuance generally may be used for any of these types of awards, except that the Stock Plan for Outside Directors provides only for awards of common stock.

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REPORTTABLE OF CONTENTS​
REPORT OF THE COMPENSATION COMMITTEE

COMPENSATION COMMITTEE

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in CenterPoint Energy’s proxy statement on Schedule 14A for its 20182023 annual meeting, which is incorporated by reference in CenterPoint Energy’s Annual Report on Form10-K for the fiscal year ended December 31, 2017,2023, each as filed with the Securities and Exchange Commission.

Peter S. Wareing, Chairman

Scott J. McLean

Theodore F. Pound,

John Chair
Wendy Montoya Cloonan
Raquelle W. Somerhalder II

Lewis
Thaddeus J. Malik
Ricky A. Raven
Barry T. Smitherman
​
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REPORT OF THE AUDIT COMMITTEE

AUDIT COMMITTEE

The Audit Committee assists the Board in fulfilling its responsibility for independent oversight of the quality and integrity of the accounting, auditing and financial reporting practices of CenterPoint Energy and is directly responsible for the appointment, compensation, retention and oversight of the independent external auditregistered public accounting firm retained to audit CenterPoint Energy’s financial statements. The Audit Committee is composed of fourfive directors, each of whom is independent as defined by the New York Stock Exchange listing standards. The Audit Committee Charter further describes the committee’s responsibilities and is available at http:https://investors.centerpointenergy.com/corporate-governance.cfm.governance. During 2017,2023, the Audit Committee met five7 times, including meetings to discuss the interim financial information contained in each quarterly earnings announcement with management and Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm (independent auditors), prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee (a) obtained from the independent auditors a formal written statement describing all relationships between the independent auditors and CenterPoint Energy that might reasonably be thought to bear on the auditors’ independence consistent with applicable Public Company Accounting Oversight Board (PCAOB) requirements and (b) discussed with the independent auditors any relationships that may impact their objectivity and independence. The Audit Committee also discussed with management and the independent auditors the quality and adequacy of CenterPoint Energy’s internal controls. The Audit Committee reviewed with the independent auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent auditors all communications and other matters required to be discussed by generally accepted auditing standards, including those described in PCAOB Auditing Standard No. 16, as amended (Communication with Audit Committees), and discussed and reviewed the results of the independent auditors’ examination of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.

Management has the responsibility for the preparation of CenterPoint Energy’s financial statements and for its internal controls and the independent auditors have the responsibility for the examination of those statements and the related audit of internal control over financial reporting. The Audit Committee reviewed and discussed the audited financial statements of CenterPoint Energy as of and for the fiscal year ended December 31, 2017,2023, with management and the independent auditors. The Audit Committee also reviewed and discussed with management and the independent auditors management’s report and the report and attestation of the independent auditors on internal control over financial reporting, based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, in accordance with Section 404 of the Sarbanes-Oxley Act.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that CenterPoint Energy’s audited financial statements be included in its Annual Report onForm 10-K for the fiscal year ended December 31, 2017,2023, for filing with the Securities and Exchange Commission. The Audit Committee also reappointed, subject to ratification, Deloitte & Touche LLP as CenterPoint Energy’s independent auditors for the fiscal year ending December 31, 2018.

2024.

Phillip R. Smith, Chairman

Michael P. Johnson

Janiece M. Longoria

John W. Somerhalder II

Chair
Christopher H. Franklin
Thaddeus J. Malik
Theodore F. Pound
Barry T. Smitherman
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TABLE OF CONTENTSPRINCIPAL ACCOUNTING FIRM FEES

​​

PRINCIPAL ACCOUNTING FIRM FEES
Aggregate fees related to services provided to CenterPoint Energy as a consolidated entity for the fiscal years endingended December 31, 20172023 and 20162022 by CenterPoint Energy’s principal independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, are set forth below.

   Year Ended
December 31,		 
  2017   2016 

Integrated audit of financial statements and internal control over financial reporting(1)

  $4,502,000   $4,182,600 

Audit-related fees(2)

   684,020    736,207 
  

 

 

   

 

 

 

Total audit and audit-related fees

   5,186,020    4,918,807 

Tax fees

   —    — 

All other fees(3)

   100,000    45,000 
  

 

 

   

 

 

 

Total fees

  $5,286,020   $4,963,807 
  

 

 

   

 

 

 

(1)

For 2017 and 2016, amounts include fees for services provided by the principal accounting firm relating to the integrated audit for financial statements and internal control over financial reporting, statutory audits, attest services and regulatory filings.

(2)

For 2017 and 2016, amount includes fees for consultations concerning financial accounting and reporting standards and various agreed-upon or expanded procedures related to accounting and/or billing records to comply with financial accounting or regulatory reporting matters.

(3)

Fees relate to a subscription-based service which provides the Company with access to benchmarking information and tools and advisory services which provide analysis and leading practices in relation to the structure of the Company’s tax department.

​​​​Year Ended
December 31,		​
​​​​2023​​2022​
​Integrated audit of financial statements and internal control over financial reporting(1)​​​$5,778,500​​​​$5,600,000​​
​Audit-related fees(2)​​​​1,634,000​​​​​1,117,000​​
​Total audit and audit-related fees​​​​7,412,500​​​​​6,717,000​​
​Tax fees​​​​—​​​​​—​​
​All other fees(3)​​​​2,051​​​​​2,051​​
​Total fees​​​$7,414,551​​​​$6,719,051​​
​
(1)
For 2023 and 2022, amounts include fees for services provided by the principal accounting firm relating to the integrated audit for financial statements and internal control over financial reporting, statutory audits and regulatory filings.
​
(2)
For 2023 and 2022, amounts include fees for comfort letters, consents and various agreed-upon or expanded procedures related to accounting and/or billing records to comply with financial accounting or regulatory reporting matters.
​
(3)
Fees relate to a subscription-based service which provides the Company with access to benchmarking information and Deloitte research tools.
​
Audit Committee Policies and Procedures for Preapproval of Audit andNon-Audit Services

Consistent with Securities and Exchange CommissionSEC policies regarding auditor independence, the Audit Committee is responsible forpre-approving audit andnon-audit services performed by the independent auditor. In addition to its approval of the audit engagement, the Audit Committee takes action at least annually to authorize the independent auditor’s performance of several specific types of services within the categories of audit-related services and tax services. Audit-related services include assurance and related services that are reasonably related to the performance of the audit or review of the financial statements or that are traditionally performed by the independent auditor. Authorized tax services include compliance-related services such as services involving tax filings, as well as consulting services such as tax planning, transaction analysis and opinions. Services are subject to preapproval of the specific engagement if they are outside the specific types of services included in the periodic approvals covering service categories or if they are in excess of specified fee limitations. The Audit Committee may delegate preapproval authority to subcommittees.

During 2017,2023, no preapproval requirements were waived for services included in the Audit-related fees caption of the fee table above pursuant to the limited waiver provisions in applicable rules of the Securities and Exchange Commission.

SEC.
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ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Ratification of Appointment of the Independent Registered Public Accounting Firm
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The Audit Committee has appointed Deloitte & Touche LLP as the independent auditorsregistered public accounting firm to conduct the annual audit of CenterPoint Energy’s accounts for the fiscal year 2018.ending December 31, 2024. Deloitte & Touche LLP (and their predecessors) have served as the independent auditorsregistered public accounting firm (independent auditor) for CenterPoint Energy and its predecessors since 1932. Ratification requires the affirmative vote of a majority of the shares of our common stock entitled to vote and voted for or against the matter. Abstentions and brokernon-voteswill not affect the outcome of the vote on this item. We do not expect any broker non-votes. If the appointment is not ratified by the shareholders, the Audit Committee will reconsider the appointment.

Representatives of Deloitte & Touche LLP will be present at the annual meeting and will have an opportunity to make a statement if they wish. They will be available to respond to appropriate questions from shareholders at the meeting.

To assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external auditregistered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the Company’s independent external auditorregistered public accounting firm is in the best interests of the Company and its investors.

The Board of Directors recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2018.

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The Board of Directors recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.Always There®67​

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ITEM 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Advisory Vote on Executive Compensation
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In accordance with Section 14A of the Exchange Act and the related rules of the Securities and Exchange Commission,SEC, we are providing our shareholders with the opportunity to cast an advisory vote on the compensation of our named executive officers at the 2018 Annual Meeting of Shareholders.meeting. This item, commonly referred to as a“say-on-pay” “say-on-pay” vote, provides you, as a CenterPoint Energy shareholder, the opportunity to express your views regarding the compensation of our named executive officers as disclosed in this proxy statement.

The objective of our executive compensation program is to enable us to recruit and retain highly qualified executive talent by providing market-based levels of compensation.compensation and align the interests of our executives and shareholders. We have structured our compensation program to motivate our executives to achieve individual and business performance objectives by varying their compensation in accordance with the success of our businesses. Highlights of our executive compensation program include the following:

•

Market-Based Compensation Targets. We generally target the market median (50th percentile) for each major element of compensation for our named executive officers. To help ensure market-based levels of compensation, we measure the major elements of compensation annually for a job against available data for similar positions in our peer companies. In establishing individual incentive targets and awards, the Compensation Committee considers the data provided by its consultant, the level and nature of the executive’s responsibility, the executive’s experience and the Committee’s own qualitative assessment of the executive’s

•
Pay for Performance. The guiding principle of our compensation philosophy is that the interests of executives and shareholders should be aligned and that pay should be based on performance.

•

Pay for Performance. We believe that a substantial portion of the compensation for our named executive officers should be “at risk,” meaning that the executives will receive a certain percentage of their total compensation only to the extent CenterPoint Energy and the particular executive accomplish goals established by the Compensation Committee. While compensation targets will to a large extent reflect the market, actual compensation in a given year will vary based on CenterPoint Energy’s performance, and to a lesser extent, on qualitative appraisals of individual performance. The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers.

​
Target Compensation Mix as of December 31, 2023
(consisting of base salary, short-term incentives and long-term incentives)
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*
Graphic represents compensation mix for 2023 for Mr. Lesar, who served as Chief Executive Officer in 2023, and a similar compensation mix is anticipated for Mr. Wells in 2024.
​
**
The graphic represents the average size of each component as a percentage of each named executive officer’s (other than the Chief Executive Officer’s) target total direct compensation opportunities (approved by the Compensation Committee in 2023).
​
​
CenterPoint Energy, and the particular executive accomplish goals established by the Compensation Committee. While compensation targets will to a large extent reflect the market, actual compensation in a given year will vary based on CenterPoint Energy’s performance, and to a lesser extent, on qualitative appraisals of individual performance.

Inc.   2024 Proxy Statement•​​

2017 Compensation. In February 2017, the Compensation Committee reviewed the 2016 base salary and short-term and long-term incentive targets, as applicable, for our named executive officers. With respect to Mr. Carroll’s compensation arrangements, the independent members of the Board of Directors approved the Compensation Committee’s recommendation. The following changes were made for 2017:

83
NameBase Salary

Short-term Incentive

Target %

Long-term Incentive
Target %

Scott M. Prochazka

Increase of $180,300

to $1,200,000 (17.7%)

115% of base salary

(increase from 110%)

400% of base salary

(increase from 390%)

William D. Rogers

Increase of $60,000

to $570,000 (11.8%)

75% of base salary

(no change)

195% of base salary

(increase from 170%)

Tracy B. Bridge

Increase of $30,000

to $520,000 (6.1%)

75% of base salary

(no change)

160% of base salary

(no change)

Milton Carroll

Increase of $50,000

to $675,000 (8%)

Not eligible

300% of base salary

(no change)

Dana C. O’Brien

$500,00065% of base salary155% of base salary

Please refer to “2017 Executive Compensation Program” under “Compensation Discussion and Analysis” for more detailed information.

•

Change in Control Plan. Our Board of Directors approved a change in control plan, which was effective January 1, 2015 and was subsequently amended and restated, effective May 1, 2017, that applies to all of our named executive officers. The plan contains a “double trigger” term and does not provide for any excise taxgross-up payments.

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Item 3: Advisory Vote

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•
Market-Based Compensation Targets. We generally target the middle of the market (25th – 75th percentiles) for each major element of compensation for our named executive officers. To help ensure market-based levels of compensation, we measure the major elements of compensation annually for a job against available data for similar positions in our peer companies. In establishing individual incentive targets and awards, the Compensation Committee considers the data provided by its consultant, the level and nature of the executive’s responsibility, the executive’s experience and the Committee’s own qualitative assessment of the executive’s performance.
​
•
No Employment Agreements. We do not maintain executive employment agreements with any of our named executive officers, and our named executive officers are not entitled to guaranteed cash severance payments upon a termination of employment except pursuant to our change in control plan.
​
•
Change in Control Plan. Our Board of Directors approved a change in control plan, as amended and restated, effective May 1, 2017, which was further amended effective as of March 1, 2021 and January 1, 2022, that applies to all of our named executive officers. The plan contains a “double trigger” term and does not provide for any excise tax gross-up payments. Our change in control plan does not provide for excise tax gross up payments.
​
•
Stock Ownership Guidelines. We maintain executive stock ownership guidelines applicable to certain of our officers, including our named executive officers, to appropriately align the interests of our officers with our shareholders’ interests for CenterPoint Energy common stock. Our guidelines provide that our Chief Executive Officer should own CenterPoint Energy common stock having a market value of five times base salary, our executive vice presidents should own CenterPoint Energy common stock having a market value of three times their respective base salaries and our senior vice presidents should own CenterPoint Energy common stock having a market value of two times their respective base salaries.
​
•
Hedging Policy. As part of our Insider Trading Policy, our directors and officers are prohibited, and our non-officer employees are strongly discouraged, from hedging the risk of ownership of our common stock by purchasing, selling or writing options on our common stock or engaging in certain other types of transactions. Prohibited hedging or monetization transactions include a number of possible mechanisms, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
​
•
Recovery and Recoupment Policies. We have implemented an Executive Officer Recovery Policy in compliance with the NYSE listing standards issued in accordance with the Dodd Frank Act of 2010 that provides for the recovery of incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, regardless of the executive officer’s culpability. We also maintain a separate policy for the recoupment of incentive compensation from any officer, regardless of culpability, in the event of an accounting restatement where the restatement would have resulted in a lower amount of incentive compensation and for the recoupment of any compensation from any employee who is found to have engaged in wrongdoing in connection with corporate criminal misconduct.
​
•
100% Independent Compensation (continued)

•

Stock Ownership Guidelines. We maintain executive stock ownership guidelines applicable to certain of our officers, including our named executive officers, to appropriately align the interests of our officers with our shareholders’ interests for CenterPoint Energy common stock. Our guidelines provide that our Chief Executive Officer should own CenterPoint Energy common stock having a market value of five times base salary, and the other named executive officers should own CenterPoint Energy common stock having a market value of three times their respective base salaries.

•

Recoupment Policy. We have implemented a policy for the recoupment of short-term and long-term incentive payments in the event an officer is found to have engaged in any fraud, intentional misconduct or gross negligence that leads to a restatement of all, or a portion of, our financial results. This policy permits us to pursue recovery of incentive payments if the payment would have been lower based on the restated financial results.

Committee. The Compensation Committee consists entirely of independent directors.

​
•
Independent Compensation Consultant. The Compensation Committee retains an independent consultant to provide advice on executive compensation matters.
​
•
Executive Severance Guidelines. The Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments to our named executive officers. The guidelines do not entitle any executive officer to a severance payment.
​
The discussion under “Compensation Discussion and Analysis” describes our executive compensation program and the related decisions made by the Compensation Committee in more detail. We encourage you to read this discussion, as well as the Summary Compensation Table and other related compensation tables and narrative discussion under “Executive Compensation Tables,” which provides detailed information regarding the compensation of our named executive officers.

In accordance with Section 14A of the Exchange Act and the related rules of the Securities and Exchange Commission,SEC, we are asking our shareholders entitled to vote on the matter to approve the following resolution regarding the compensation of our named executive officers:

RESOLVED, that the shareholders of CenterPoint Energy, Inc. (the “Company”) hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement for the Company’s 20182024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Approval of the foregoing resolution requires the affirmative vote of a majority of the shares of common stock entitled to vote and voted for or against this item. Abstentions and brokernon-votes will not affect the outcome of the vote on this item.

As an advisory vote, this proposal is not binding upon CenterPoint Energy or the Board of Directors. The final decision on the compensation and benefits of our named executive officers and on whether and how to address the results of the vote remains with the Board of Directors and the Compensation Committee. However, the Board of Directors values the opinions expressed by
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our shareholders, and the Compensation Committee will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The Company currently expects to hold the next shareholder advisory vote on executive compensation at the Company’s 2025 annual meeting of shareholders.

​
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​​The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement.​
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ITEM 4:
Shareholder Proposal Relating to Setting Additional Interim and Long-Term Scope 3 Emissions Goals
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This proposal was submitted by As You Sow on behalf of Warren Wilson College. We will promptly provide the information furnished by the shareholder proponent regarding its address and share ownership upon a shareholder’s oral or written request to the Corporate Secretary at 1111 Louisiana St., Houston, Texas 77002 or (713) 207-6500.
WHEREAS: Energy utilities play a critical role in the net zero transition. Electricity generation accounts for 25% of U.S. greenhouse gas (GHG) emissions, and natural gas distribution accounts for 14%.1
The International Energy Agency’s 2023 Net Zero Scenario is clear in calling for net zero emissions from power generation in advanced economies by 2035 and a 40% reduction of emissions from the building sector by 2030.2 To reach these targets, power utilities must mitigate emissions from their entire value chains, including those associated with upstream production of gas, downstream burning of gas by customers, and purchased power from the grid.
The Climate Action 100+ initiative, a coalition with $68 trillion in assets, issued a Net Zero Benchmark requiring companies to set net zero and interim emission reduction targets inclusive of all relevant Scope 3 emissions.3 Similarly, the Science Based Targets initiative, the globally recognized target verification program, also requires that net zero targets include relevant Scope 3 emissions.4
CenterPoint discloses Scope 3 emissions from customers’ downstream use of sold products.5 It has committed to reducing these emissions by 20-30% by 2035.6 It fails, however, to disclose upstream product emissions, which can add between 16 to 65% to a company’s natural gas combustion emissions.7 Moreover, its Scope 3 goal is misaligned with a 1.5 degree Celsius (1.5°C) trajectory. With regard to target-setting, CenterPoint has committed to Net Zero by 2035 for its operational emissions.8 But this net zero target fails to include any Scope 3 emissions.
By contrast, peer utilities are accounting for value chain emissions in their reduction targets. NRG has committed to set a net zero target through the Science Based Targets initiative, requiring inclusion of Scope 3 emissions. Sempra, Duke, and Dominion set net zero targets covering full Scope 3 value chain emissions, while Xcel and CMS have expanded their net zero targets to include customer use of natural gas.
By setting 1.5°C-aligned targets inclusive of its entire value chain, CenterPoint can enhance its reputation by solidifying its climate leadership, mitigate its climate-related transition and physical risks, and capitalize on the value-creating opportunities of the net-zero economy.
BE IT RESOLVED: Shareholders request CenterPoint adopt interim and long-term reduction targets across its full range of value chain emissions in alignment with the Paris Agreement’s 1.5°C goal requiring Net Zero emissions by 2050.
SUPPORTING STATEMENT: Proponents suggest, at management’s discretion, the Company:
•
Disclose all relevant Scope 3 emissions categories, including upstream product emissions;
​
•
Provide a timeline for setting a 1.5°C-aligned Net Zero by 2050 GHG reduction target, and 1.5°C-aligned interim targets;
​
​
1
https://www.epa.gov/ghgemissions/sources-greenhouse-gas-emissions; https://www.ceres.org/sites/default/files/reports/2023-09/​Decarbonizing%20U.S.%20Gas%20Distribution%20An%20Investor%20Guide.pdf, p. 4
​
2
https://iea.blob.core.windows.net/assets/13dab083-08c3-4dfd-a887- 42a3ebe533bc/NetZeroRoadmap_AGlobalPathwaytoKeepthe1.5CGoalinReach-2023Update.pdf, p. 63, 79
​
3
https://www.climateaction100.org/wp-content/uploads/2023/10/CA100-Benchmark-2.0-Disclosure-Framework- Methodology-Confidential-October-2023.pdf
​
4
https://sciencebasedtargets.org/resources/files/Net-Zero-Standard.pdf
​
5
https://sustainability.centerpointenergy.com/esg-data-center/#emissions
​
6
https://sustainability.centerpointenergy.com/net-zero/
​
7
https://iopscience.iop.org/article/10.1088/1748-9326/abef33
​
8
https://sustainability.centerpointenergy.com/net-zero/
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•
Provide an enterprise-wide climate transition plan to achieve net zero emissions for its full value chain emissions;
​
•
Consider approaches used by advisory groups such as the Science Based Targets initiative; and
​
•
Annually report progress towards meeting value chain emission reduction targets.
​
Board of Directors Response
THE BOARD OF DIRECTORS OPPOSES THIS SHAREHOLDER PROPOSAL AND RECOMMENDS A VOTE AGAINST IT FOR THE REASONS SET FORTH BELOW:
The Board has carefully considered this proposal and for the reasons identified below believes that approval of the proposed resolution is not in the best interest of the Company or its shareholders:
•
We recognize the importance of addressing climate change and aggressively pursuing GHG emission reductions, and our Board is actively involved in overseeing our efforts.
​
•
We are acting responsibly in setting and pursuing our Scope 1, 2 and 3 emission goals.
​
•
We believe that the expansion of our Scope 3 emissions goals requested by this proposal is not appropriate or supported by appropriate third-party standards at this time.
​
•
SEC announced its new carbon emissions disclosure rules in March 2024, which eliminated the proposed requirements to provide disclosure of Scope 3 emissions; Company resources are focused on addressing new requirements.
​
•
Third-party standards for reporting accurate measurements that capture full breadth of Scope 3 emissions still in development.
​
•
Company believes robust diligence and governance are prerequisites to establishing new long-term and interim goals.
​
CenterPoint Energy Recognizes the Importance of Reducing GHG Emissions
At CenterPoint Energy, we recognize climate change is one of the defining public policy issues of our time. That’s why we continue to work towards significantly reducing our carbon emissions while seeking to provide safer, more reliable and affordable services to our customers. In addition, we recognize the importance to shareholders of regular reporting on the progress we are making towards reducing our carbon emissions and achieving our net zero and carbon emission reduction goals. In response, the Company has undertaken to provide clear and transparent disclosure of these items through our sustainability website, www.sustainability.centerpointenergy.com, and other voluntary reporting.
The Board is actively involved in overseeing and guiding our work in this area. The Governance, Environmental and Sustainability Committee is charged with oversight responsibility of the Company’s environmental matters, including those matters related to climate change, as well as assessing its sustainability strategy and initiatives, including the pathways and progress towards achievement of the Company’s net zero and carbon emissions reduction goals. The Governance, Environmental and Sustainability Committee, the Board or both receive quarterly reports from representatives of the Company’s sustainability group regarding the Company’s environmental and sustainability activities and risks, including risks related to climate change and to the achievement of the Company’s net zero and carbon emissions reduction goals, among others. In addition, as addressed in the CD&A, beginning in 2022, the Compensation Committee incorporated a carbon emissions reduction performance goal into senior executives’ long term incentive awards, having a 5% weight, to incentivize and track the Company’s progress towards it net zero and Scope 3 carbon emissions reduction goals.
CenterPoint Energy Already Discloses Certain Scope 1, 2 and 3 Emissions and Has Set Appropriate Emission Reduction Goals
CenterPoint Energy currently reports certain Scope 1, 2 and 3 emissions on its sustainability website in accordance with its reporting of emissions to the United States Environmental Protection Agency.
In addition, in September 2021, CenterPoint Energy was one of the first combined electric and natural gas utility with generation operations to announce its net zero goals for Scope 1 and certain Scope 2 GHG emissions by 2035, nearly 15 years ahead of certain of its peers’ average goals. Further, we agree that measuring Scope 3 emissions is an important tool to address climate change, which is why we were one of the first utilities to have incorporated certain Scope 3 reduction targets across its utility footprint as described below. In this regard, CenterPoint Energy strives to reduce its Scope 3 emissions and help its residential and commercial customers reduce GHG emissions attributable to their end use of natural gas by 20-30% by 2035 from a 2021 baseline. This Scope 3 goal is comparable to emission reductions for both our Scope 1 and 2 net zero goals, as customer end use of natural gas represents a significant component of our Scope 3 emissions. These goals span across CenterPoint Energy’s electric, natural gas, and generation businesses, as well as across its multi-state footprint.
We developed these goals after careful review of our business strategy, operations, and extensive modeling to identify goals that had identifiable pathways of achievement and, for our Scope 1 and 2 emissions goals, are aligned with the Paris Agreement. The
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importance of developing these actionable pathways prior to the announcement of these goals can be seen in the steps the Company has taken since announcement to further these goals. With respect to our Scope 3 goals, CenterPoint Energy has focused on actionable steps, including partnering with customers to offer affordable conservation and energy-efficiency programs, continuing to develop alternative fuel programs, collaborating with our suppliers to lower their methane emissions and piloting and supporting innovation. The Company is currently conducting commercial carbon capture and sequestration pilots, hydrogen pilots and energy efficiency conservation improvement programs while also planning to utilize renewable natural gas and other offsets. In addition, the Company intends to continue to align its reporting of Scope 1, 2 and 3 emissions with current regulatory and legislative requirements, and intends to seek to provide additional disclosures as such data becomes appropriately verifiable or estimable.
The Expansion of Scope 3 Goals Requested by This Proposal Is Not Appropriate at This Time
Before the Company could implement the shareholder’s proposal and announce an expansion of its Scope 3 carbon emission reduction goals, including setting interim and expanding long-term goals, appropriate governance necessitates expansive data gathering and a similar review of updated modeling and the development of identifiable pathways to goal achievement. These processes require a significant amount of time, resources and due diligence and the Company believes it is not appropriate to establish new interim emission reduction goals or expand the Company’s long-term emission reduction goals at this time. Disclosure of new or expanded interim and long-term carbon emissions reduction goals without completion of these important internal processes would not be appropriate and would not represent good governance by the Board.
Further, the processes and methodologies for calculating Scope 3 emissions (and validating interim and long-term goals in respect thereof) are currently not as well established as for Scope 1 and Scope 2 emissions. Indeed, the Science-Based Targets initiative (SBTi) has stated that it cannot presently validate targets for certain natural gas activities because specific methods and guidance have not yet been published.9 Moreover, Climate Action 100+, also referred to in the proposal, states that: “Many publicly listed electric utilities also sell other forms of energy including natural gas, heat and electricity supplied by third parties… However it is not currently possible to directly benchmark these activities using the sectoral decarbonisation approach.”10 Thus, in overseeing the Company’s determination of what Scope 3 emissions are appropriate for the Company’s interim and long-term goal-setting, the Board considered that the standards to ensure accurate measurements that capture the full breadth of Scope 3 emissions are still in development, and not yet ripe for full incorporation into the Company’s emissions reduction goals, which is the position taken by the SEC when it removed the Scope 3 reporting requirements from its new rulemaking.11
Further, in March 2024, the SEC announced its final climate-related disclosure rules, which eliminated the proposed requirement to provide Scope 3 emissions disclosures. As with many public companies, compliance with the SEC’s final climate-related disclosure rules on the prescribed timeline will require a significant amount of the Company’s resources, and the Board believes that trying to comply with both the SEC’s new climate-related disclosure requirements and the shareholder-proposed framework, which requires certain additional disclosures from the Company beyond those required under the SEC’s new disclosure rules, would unnecessarily strain the Company’s resources with little additional climate reporting benefits. Therefore, the Board believes that adopting a new, additional and more burdensome voluntary reporting framework is untimely and that the best use of the Company’s resources will be to focus on addressing the final SEC climate-related disclosure requirements.
In conclusion, the Company continues to make progress towards achieving its emissions reduction goals. For example, we are executing on our generation transition plan in Indiana, including plans to close our coal power plants, including the retirement of the Company’s A.B. Brown coal-fired units 1 & 2 in 2023, and increasing our portfolio of renewables, and are executing on our 10-year capital plan, which includes investment to modernize and harden our infrastructure. However, the Board believes it currently is not the right time for the Company to implement new interim and expand its long-term Scope 3 emission goals in light of the newly finalized SEC climate disclosure rules, the need to conduct the prerequisite lengthy and time consuming due diligence process that will be necessary to confirm that such disclosures are reliable and the goals have identified pathways of achievement, and the absence of clear standards for reporting by companies with operations such as the Company. CenterPoint Energy continues to utilize a systematic, deliberative and disciplined approach to reducing its emissions by focusing on those sources it has determined yield the most value. We believe this approach will enable the Company to update its emission reduction targets with the appropriate scientific rigor once better third-party guidance is available.
​
[MISSING IMAGE: ic_righttickko-pn.gif]
​​The Board of Directors recommends a vote AGAINST this Proposal/Item 4.​
​
9
See, e.g., SBTi Criteria and Recommendations, Version 5.1 (April 2023), https://sciencebasedtargets.org/resources/files/SBTi-criteria.pdf.
​
10
Climate Action 100+, Global Sector Strategies: Investor Interventions to Accelerate Net Zero Electric Utilities (October 2021), p. 19.
​
11
The Securities and Exchange Commission, The Enhancement and Standardization of Climate-Related Disclosures for Investors (2024), Release Nos. 33-11275; 34-99678; File No. S7-10-22, p. 256-257, https://www.sec.gov/files/rules/final/2024/33-11275.pdf.
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General Information
Frequently Asked Questions About Voting
On what am I voting?
​Item Description​​More
Information		​​Board
Recommendation		​​Broker
non-votes		​​Abstentions​​Votes required
for approval		​
​Item 1: Election of directors​​
Page 6
​​FOR
each nominee		​​Do not count​​Do not count​​Shares voted for must exceed shares voted against​
​Item 2: Ratification of appointment of the independent registered public accounting firm​​
Page 82
​​FOR​​None expected​​Do not count​​Shares voted for must exceed shares voted against​
​Item 3: Advisory vote on executive compensation​​
Page 83
​​FOR​​Do not count​​Do not count​​Shares voted for must exceed shares voted against​
​Item 4: Shareholder Proposal—Setting additional interim and long-term Scope 3 emissions goals​​
Page 86
​​AGAINST​​Do not count​​Count as a vote
against		​​Majority of shares entitled to vote and represented in person or by proxy​
Who may vote?
Holders of our common stock recorded in our stock register at the close of business on March 1, 2024 may vote at the meeting. As of that date, there were 633,031,514 shares of our common stock outstanding.
How many votes do I have?
You have one vote for each share of our common stock you owned as of the record date for the meeting.
How do I vote?
Your vote is important. You may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You may always change your vote at the meeting if you are a holder of record or have a proxy from the record holder. Giving us your proxy means that you authorize us to vote your shares of our common stock at the meeting in the manner you indicated on your proxy card. You may also provide your proxy using the Internet or telephone procedures described on the proxy card.
You may vote for or against each director nominee under Item 1 (election of directors) and the proposals under Item 2 (ratification of appointment of the independent registered public accounting firm), Item 3 (advisory vote on executive compensation), and Item 4 (shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals), or you may abstain from voting on these items. If you give us your proxy but do not specify how to vote, we will vote your shares of our common stock in accordance with the Board’s recommendations.
What are the Board’s recommendations?
The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board and, with respect to the ratification of the appointment of the independent registered public accounting firm, the Audit Committee, recommends a vote as follows:
•
FOR the election of the eleven nominees named in this proxy statement as directors;
​
•
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;
​
•
FOR the approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement.

statement; and
​
•
AGAINST a shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals.
​
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If any other matters properly come before the meeting, we will vote the shares of common stock for which we received a proxy in accordance with our best judgment and discretion.
What if I change my mind after I have voted?
You may revoke your proxy before it is voted by:
•
submitting a new proxy card with a later date;
​
•
voting in person at the meeting; or
​
•
giving written notice to Mr. Vincent A. Mercaldi, Corporate Secretary, at CenterPoint Energy’s address shown above.
​
Will my shares be voted if I do not provide my proxy?
It depends on whether you hold your shares of our common stock in your own name or in the name of a bank or brokerage firm. If you hold your shares of our common stock directly in your own name, they will not be voted unless you provide a proxy or vote in person at the meeting.
Brokerage firms generally have the authority to vote their customers’ unvoted shares of common stock on certain “routine” matters as determined by the NYSE. If your shares of our common stock are held in the name of a broker, bank or other nominee, such nominee can vote your shares for or against the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 if you do not timely provide your proxy because this matter is considered “routine” under the applicable rules. However, no other items are considered “routine” and may not be voted on by your nominee without your instruction.
For all items other than ratification of the appointment of our independent registered public accounting firm, brokers holding shares of our common stock must vote according to specific instructions they receive from the beneficial owners of those shares because the NYSE precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner as to how to vote. Brokers cannot vote on Item 1 (election of directors), Item 3 (advisory vote on executive compensation), or Item 4 (shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals) without instructions from the beneficial owners. If you do not instruct your broker how to vote with respect to Item 1, Item 3, or Item 4, your broker will not vote for you with respect to those items.
Do I need a ticket to attend the meeting?
To be admitted to the meeting, you must provide proof of ownership of our common stock and proof of identification. If you plan to attend the meeting and your shares of common stock are held by banks, brokers, stock plans or other holders of record (in “street name”), you will need to provide proof of ownership. Examples of proof of ownership include a recent brokerage statement or letter from your broker or bank. All holders of our common stock will be required to present valid picture identification, such as a driver’s license, before being admitted to the meeting.
What constitutes a quorum?
To carry on the business of the meeting, we must have a quorum. This means at least a majority of the shares of our common stock outstanding as of the record date must be represented at the meeting, either by proxy or in person. Shares of our common stock owned by CenterPoint Energy are not voted and do not count for this purpose.
Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary authority and have not received instructions as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes.
What vote is required to approve each of the proposals?
Under our Bylaws, directors are elected by a majority of the votes cast at the meeting. Under our Bylaws, this means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will not affect the outcome of the vote. For additional information on the election of directors, see “Item 1: Election of Directors—Majority Voting in Director Elections.”
Each of the ratification of the appointment of independent registered public accounting firm in Item 2 and the approval of the resolution included in Item 3 regarding the advisory vote on executive compensation requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the matter and voted for or against the item. The resolution included in Item 4 (shareholder proposal relating to setting additional interim and long-term Scope 3 emissions goals) requires the affirmative vote of a majority of the shares of common stock entitled to vote on the matter and represented in person or by proxy. Broker non-votes will not affect the outcome of the vote on this item and abstentions will have the same effect as a vote against this item.
​

  2018

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TABLE OF CONTENTSGENERAL INFORMATION

​​​​​​

Who conducts the proxy solicitation and how much will it cost?
We began mailing this proxy statement and the accompanying proxy card to shareholders on or about March 15, 2018.2024. The proxy statement and proxy card are being furnished at the direction of the Board of Directors. We will pay all solicitation costs, including the fee of Morrow SodaliOkapi Partners LLC, 470 West Ave, Stamford, CT 06902,1212 Avenue of the Americas, 17th Floor, New York, New York 10036, who will help us solicit proxies, of $13,000$15,000 plus expenses. We will reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock. In addition, certain of our directors, officers and employees may solicit proxies by telephone and personal contact.

Directors, offices and other employees will not receive additional compensation for these services.

Other Matters
The Board of Directors does not intend to bring any other matters before the meeting and has not been informed that any other matters are to be properly presented to the meeting by others. If other business is properly raised, your proxy card authorizes the people named as proxies to vote as they think best.

Shareholder Proposals for 2019the 2025 Annual Meeting

Any shareholder who intends

Pursuant to presentthe various rules promulgated by the SEC, shareholders interested in submitting a proposal to be considered for inclusion in the Company’s proxy materials and for presentation at the 20192025 annual meeting of shareholders and who requestsmay do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. In general, to be eligible for inclusion of the proposal in CenterPoint Energy’sour proxy statement and form of proxy in accordance with applicable rules of the Securities and Exchange Commissionmaterials, shareholder proposals must file such proposal with usbe received by our Corporate Secretary by November 15, 2018.

Our bylaws2024.Our Bylaws also require advance notice of other proposals by shareholders to be presented for action at an annual meeting. In the case of the 20192025 annual meeting of shareholders, the required notice must be received by our Corporate Secretary betweenat our principal executive offices no earlier than the close of business on October 28, 20182024, and not later than the close of business on January 26, 2019. The bylaws require, among other things, that24, 2025. However, if the proposal2025 annual meeting is held before March 27,2025 or after June 25, 2025, such written notice must constitute a proper subjectbe received by our Corporate Secretary at our principal executive offices no earlier than the close of business on the 180th day prior to be brought before thesuch annual meeting and thatnot later than the notice must contain prescribed information, including a descriptionlast to occur of the proposal andclose of business on (i) the reasons for bringing it before90th day prior to such annual meeting or (ii) the meeting, prooftenth day following the day on which the Company first makes public announcement of the proponent’s status as a shareholder and the numberdate of shares held, the name and address of the proponent, a description of all arrangements and understandings between the proponent and anyone else in connection with the proposal and any material interest of the proponent in the proposal, as well as comply with other procedural requirements. If any of the foregoing information changes or requires supplementation, the proponent must update the information at the times provided in our bylaws. If the proposal is for an amendment of the bylaws, thesuch meeting. Any such notice must also includecomply with the text of the proposaltiming, disclosure, procedural, and be accompanied by an opinion of counsel to the effect the proposal would not conflict withother requirements as set forth in our Restated Articles of Incorporation or Texas law.Bylaws. A copy of the bylawsour Bylaws describing the requirements for notice of shareholder proposals may be obtained on our website athttp:https://investors.centerpointenergy.com/corporate-governance.cfmgovernance.

Director Nominations for 2019the 2025 Annual Meeting

Our bylaws provide that a shareholder may nominate a director for election if the shareholder sends a notice to our Corporate Secretary, which must be received at our principal executive offices between October 28, 2018 and January 26, 2019. The bylaws require that the notice must contain prescribed information, including the name and address of the shareholder, the number of shares owned beneficially by the shareholder, the name and address of each of the persons with whom the shareholder is acting in concert, the number of shares of capital stock beneficially owned by each such person with whom the shareholder is acting in concert, and a description of all arrangements or understandings between the shareholder and each nominee and any other persons with whom the shareholder is acting in concert pursuant to which the nomination or nominations are made, as well as other procedural requirements. The shareholder must also provide the documentation and information about the nominee required by our bylaws, including information about the nominee that would be required to be disclosed in the proxy statement. If any of the foregoing information changes or requires supplementation, the proponent must update the information at the times provided in our bylaws. CenterPoint Energy is not required to include any shareholder proposed nominee in the proxy statement. You may obtain a copy of the bylaws describing the requirements for nomination of director candidates by shareholders on our website athttp://investors.centerpointenergy.com/corporate-governance.cfm.

70CenterPoint Energy

  2018 Proxy Statement  

General Information (continued)

For director nominations by eligible shareholders to be included in our proxy materials pursuant to the “proxy access” provisions of our Bylaws for the 2025 annual meeting, see “Item 1—Election of Directors—ProxyDirector Nomination Process (Proxy Access Requirements”Requirements for Director Nominations)” for further information.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of Additionally, for any shareholders seeking to make director nominations for the Exchange Act requires our directors, executive officers, and holders of more2025 annual meeting (other than ten percentnominations pursuant to the “proxy access” provisions of our common stock to file with the Securities and Exchange Commission initial reportsBylaws), see “Item 1—Election of ownership and reports of changes in ownership of our common stock. We believe that during the fiscal year ended December 31, 2017, all of our officers and directors complied with these filing requirements.

Directors—Director Nomination Process (Bylaw Requirements for Director Nominations)” for further information.

Householding of Annual Meeting Materials

In accordance with notices previously sent to many shareholders who hold their shares through a bank, broker or other holder of record (street-name shareholders) and share a single address, only one annual report to shareholders and proxy statement is being delivered to that address unless contrary instructions from any shareholder at that address were received. This practice, known as “householding,” is intended to reduce our printing and postage costs. However, any such street-name shareholder residing at the same address who wishes to receive a separate copy of this proxy statement or the accompanying annual report to shareholders may request a copy by contacting the bank, broker or other holder of record or by contacting us by telephone at(713) 207-3060 or(800) 231-6406. Street-name shareholders who are currently receiving householded materials may revoke their consent, and street-name shareholders who are not currently receiving householded materials may request householding of our future materials, by contacting Broadridge Financial Services, Inc., either by calling toll free at(866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you revoke your consent you will be removed from the “householding” program within 30 days of Broadridge’s receipt of your revocation, and each shareholder at your address will receive individual copies of our future materials.

Annual Report to Shareholders

The Annual Report to Shareholders, which includes a copy of our annual report onForm 10-K containing our consolidated financial statements for the fiscal year ended December 31, 2017,2023, accompanies the proxy material being mailed to all shareholders. The Annual Report is not part of the proxy solicitation material.

By Order

Cautionary Note Regarding Forward-Looking Information and Net Zero Disclaimer
This Proxy Statement contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including statements regarding our net zero and carbon emissions reduction goals, and our generation transition plan. You can
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generally identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” and other similar words. These forward-looking statements are subject to various factors that could cause the Company’s actual results to differ materially from the results anticipated in these statements. These factors include, but are not limited to, those discussed in the “Risk Factors,” “Cautionary Statements Regarding Forward-Looking Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Factors Affecting Future Earnings” sections of the BoardCompany’s Annual Report on Form 10-K for the year ended December 31, 2023 as updated in subsequent reports we file with the SEC. CenterPoint Energy has no obligation to update or revise forward-looking statements regardless of Directors,

whether new information, future events, or any other factors affect the information contained in the statements.
Net Zero Disclaimer
Our Scope 1 emissions estimates are calculated from emissions that directly come from our operations. Our Scope 2 emissions estimates are calculated from emissions that indirectly come from our energy usage, but because Texas is in an unregulated market, our Scope 2 estimates do not take into account Texas electric transmission and distribution assets in the line loss calculation and exclude emissions related to purchased power between 2024E-2026E. Our Scope 3 emissions estimates are based on the total natural gas supply delivered to residential and commercial customers as reported in the U.S. Energy Information Administration (EIA) Form EIA-176 reports and do not take into account the emissions of transport customers and emissions related to upstream extraction. While we believe that we have a clear path towards achieving our net zero emissions (Scope 1 and Scope 2) by 2035 goals, our analysis and path forward required us to make a number of assumptions. These goals and underlying assumptions involve risks and uncertainties and are not guarantees. Should one or more of our underlying assumptions prove incorrect, our actual results and ability to achieve net zero emissions by 2035 could differ materially from our expectations. Certain of the assumptions that could impact our ability to meet our net zero emissions goals include, but are not limited to: emission levels, service territory size and capacity needs remaining in line with Company expectations; regulatory approval of Indiana Electric’s generation transition plan; impacts of future environmental regulations or legislation; impacts of future carbon pricing regulation or legislation, including a future carbon tax; price, availability and regulation of carbon offsets; price of fuel, such as natural gas; cost of energy generation technologies, such as wind and solar, natural gas and storage solutions; adoption of alternative energy by the public, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; our ability to implement our modernization plans for our pipelines and facilities; the ability to complete and implement generation alternatives to Indiana Electric’s coal generation and retirement dates of Indiana Electric’s coal facilities by 2035; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of or scarcity of resources and labor, the lack of any project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; changes in applicable standards or methodologies; and enhancement of energy efficiencies.
​​​​
LOGOLOGO

Milton Carroll

Executive ChairmanBy Order of the Board

of Directors,		​
​
[MISSING IMAGE: sg_phillipsmith-bw.jpg]
​

Scott M. Prochazka

​

[MISSING IMAGE: sg_jasonpwells-bw.jpg]
​
​Phillip R. Smith
Independent Chair of the Board		​​Jason P. Wells
President and Chief Executive Officer

​

March 15, 2018

2024
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Appendix A
Reconciliation of non-GAAP Financial Measures to GAAP​
This Proxy Statement contains Adjusted EPS, which is not determined to be in accordance with generally accepted accounting principles in the United States of America (GAAP). Management uses this non-GAAP financial measure for, among other things, determining performance-based compensation and financial planning. Management believes that presenting this non-GAAP financial measure enhances an investor’s understanding of the Company’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. The adjustments made in this non-GAAP financial measure exclude items that management believes do not most accurately reflect the company’s fundamental business performance. These excluded items are reflected in the reconciliation tables below. Non-GAAP financial measures should not be considered as an alternative to the Company’s reported results prepared in accordance with GAAP. This non-GAAP financial measure also may be different than non-GAAP financial measures used by other companies.
Reconciliation of Adjusted EPS to nearest GAAP Metric
Adjusted EPS includes net income from the company’s Electric and Natural Gas segments, as well as after-tax Corporate and Other operating income and an allocation of corporate overhead based upon Electric’s and Natural Gas’s relative earnings contribution. Corporate overhead consists primarily of interest expense, preferred stock dividend requirements, and other items directly attributable to the parent along with the associated income taxes. It is also adjusted for certain factors to reflect what we consider to be our fundamental business performance. Please see below for the adjustments to Adjusted EPS in 2023, 2022, 2021 and 2020. Beginning in 2022, CenterPoint Energy no longer separates utility and midstream operations and reports on a consolidated Adjusted EPS basis.
Reconciliations of Consolidated income (loss) available to common shareholders and diluted earnings (loss) per share (GAAP) to non-GAAP income and non-GAAP diluted earnings per share:
​​​​Year-to-Date Ended
December 31, 2023		​
​​​​Dollars in
millions		​​
Diluted
EPS(1)
​
​Consolidated income (loss) available to common shareholders and diluted EPS​​​$867​​​​$1.37​​
​ZENS-related mark-to-market (gains) losses:​​​​​​​​​​​​​
​
Equity securities (net of taxes of $7)(2)(3)
​​​​(25)​​​​​(0.04)​​
​
Indexed debt securities (net of taxes of $6)(2)
​​​​21​​​​​0.03​​
​
Impacts associated with mergers and divestitures (net of taxes of $64)(2)(4)
​​​​89​​​​​0.14​​
​Consolidated income (loss) available to common shareholders on a non-GAAP basis and Adjusted EPS​​​$952​​​​$1.50​​
​
(1)
Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.
​
(2)
Taxes are computed based on the impact removing such item would have on tax expense. Taxes related to the operating results of Energy Systems Group, as well as cash taxes payable and other tax impacts related to the sale of Energy Systems Group, are excluded from non-GAAP EPS.
​
(3)
Comprised of common stock of AT&T Inc., Charter Communications, Inc., and Warner Bros. Discovery, Inc.
​
(4)
Includes $4.4 million of pre-tax operating loss related to Energy Systems Group, a divested non-regulated business, as well as the $13 million loss on sale and approximately $2 million of other indirect related transaction costs associated with the divestiture.
​
​​​​Year-to-Date Ended
December 31, 2022		​
​​​​Dollars in
millions		​​
Diluted
EPS(1)
​
​Consolidated income (loss) available to common shareholders and diluted EPS​​​$1,008​​​​$1.59​​
​ZENS-related mark-to-market (gains) losses:​​​​​​​​​​​​​
​
Equity securities (net of taxes of $66)(2)(3)
​​​​247​​​​​0.39​​
​
Indexed debt securities (net of taxes of $68)(2)
​​​​(256)​​​​​(0.40)​​
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​​​​Year-to-Date Ended
December 31, 2022		​
​​​​Dollars in
millions		​​
Diluted
EPS(1)
​
​Midstream-related earnings (net of taxes of $2)(2)(4)​​​​(46)​​​​​(0.07)​​
​Impacts associated with mergers and divestitures (net of taxes of $165)(2)(5)​​​​(80)​​​​​(0.13)​​
​Consolidated on a non-GAAP basis​​​$873​​​​$1.38​​
​
(1)
Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS.
​
(2)
Taxes are computed based on the impact removing such item would have on tax expense.
​
(3)
Comprised of common stock of AT&T Inc., Charter Communications, Inc., and Warner Bros. Discovery, Inc.
​
(4)
Includes earnings and expenses related to ownership and disposal of Energy Transfer LP units, a corresponding amount of debt related to the units and an allocation of associated corporate overhead. Includes costs associated with early extinguishment of $600 million debt at CenterPoint Energy, Inc. of approximately $35 million, net of taxes.
​
(5)
Includes a settlement charge of $35 million, net of tax, related to CenterPoint Energy pension plan’s purchase of a group annuity contract in December 2022 to transfer benefit obligations of CenterPoint Energy’s previously divested businesses to an insurance company.
​
​Year-to-Date Ended
December 31, 2021		​
​​​​Utility Operations​​Midstream Investments​​
Corporate and
Other(7)
​​Consolidated​
​Dollars in
millions		​​
Diluted
EPS(1)
​​Dollars in
millions		​​
Diluted
EPS(1)
​​Dollars in
millions		​​
Diluted
EPS(1)
​​Dollars in
millions		​​
Diluted
EPS(1)
​
​Consolidated income (loss) available to common shareholders and diluted EPS​​​$878​​​​$1.44​​​​$818​​​​$1.34​​​​$(305)​​​​$(0.50)​​​​$1,391​​​​$2.28​​
​ZENS-related mark-to-market (gains) losses:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Equity securities (net of taxes of $11)(2)(3)​​​​—​​​​​—​​​​​—​​​​​—​​​​​40​​​​​0.07​​​​​40​​​​​0.07​​
​Indexed debt securities (net of taxes of $11)(2)​​​​—​​​​​—​​​​​—​​​​​—​​​​​(39)​​​​​(0.06)​​​​​(39)​​​​​(0.06)​​
​
Impacts associated with gas LDC sales (net of
taxes of $2, $3)(2)(4)
​​​​(4)​​​​​(0.01)​​​​​—​​​​​—​​​​​5​​​​​0.01​​​​​1​​​​​—​​
​
Cost associated with the early extinguishment
of debt (net of taxes of $7)(2)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​27​​​​​0.04​​​​​27​​​​​0.04​​
​Impacts associated with Enable & Energy Transfer merger:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Gain at merger close, net of transaction costs (net
of taxes of $134 and $0)(2)
​​​​—​​​​​—​​​​​(546)​​​​​(0.90)​​​​​(1)​​​​​—​​​​​(547)​​​​​(0.90)​​
​
Loss on equity securities (net of taxes of $24)(2)(5)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​98​​​​​0.16​​​​​98​​​​​0.16​​
​
Costs associated with the early extinguishment of
debt (net of taxes of $1)(2)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​6​​​​​0.01​​​​​6​​​​​0.01​​
​
Impacts associated with other mergers and divestitures (net of taxes of $2, $13)(2)(6)
​​​​4​​​​​0.01​​​​​—​​​​​—​​​​​20​​​​​0.03​​​​​24​​​​​0.04​​
​Corporate and Other Allocation​​​​(105)​​​​​(0.17)​​​​​(44)​​​​​(0.07)​​​​​149​​​​​0.24​​​​​—​​​​​—​​
​Consolidated on a non-GAAP basis​​​$773​​​​$1.27​​​​$228​​​​$0.37​​​​$—​​​​$—​​​​$1,001​​​​$1.64​​
​
(1)
Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS. EPS figures for Utility Operations, Corporate and Other and Discontinued Operations are non-GAAP financial measures.
​
(2)
Taxes are computed based on the impact removing such item would have on tax expense.
​
(3)
Comprised of common stock of AT&T Inc. and Charter Communications, Inc.
​
(4)
Includes gain from remeasurement of state deferred taxes, costs to achieve the sales and costs associated with the early extinguishment of debt.
​
(5)
Comprised of Energy Transfer LP common and Series G preferred units.
​
(6)
Includes impacts associated with the Vectren merger and the sales of Infrastructure Services (CIS) and Mobile Energy Solutions (MES).
​
(7)
The Corporate and Other allocation includes after tax Corporate and Other operating income, earnings from the Midstream preferred distributions net of an associated amount of debt, and an allocation of corporate overhead based upon Utility’s and Midstream’s relative earnings contribution. Corporate overhead consists primarily of interest expense, preferred stock dividend requirements, and other items directly attributable to the parent along with the associated income taxes.
​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​A-2​
TABLE OF CONTENTS
​Year-to-Date
December 31, 2020		​
​​​​Utility Operations​​Midstream Investments
(Disc. Operations)		​​
Corporate and
Other(6)
​​
CES(1) & CIS(2)
(Disc. Operations)
​​Consolidated​
​​​​Dollars in
millions		​​
Diluted
EPS(3)
​​Dollars in
millions		​​
Diluted
EPS(3)
​​Dollars in
millions		​​
Diluted
EPS(3)
​​Dollars in
millions		​​
Diluted
EPS(3)
​​Dollars in
millions		​​
Diluted
EPS(3)
​
​
Consolidated income (loss) available to
common shareholders and diluted
EPS(3)
​​​$508​​​​$0.95​​​​$(1,074)​​​​$(2.02)​​​​$(201)​​​​$(0.38)​​​​$(182)​​​​$(0.34)​​​​$(949)​​​​$(1.79)​​
​Timing effects impacting CES(1):​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Mark-to-market (gains) losses (net of taxes
of $3)(4)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​(10)​​​​​(0.02)​​​​​(10)​​​​​(0.02)​​
​ZENS-related mark-to-market (gains) losses:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Equity securities (net of taxes of $11)(4)(5)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​(38)​​​​​(0.07)​​​​​—​​​​​—​​​​​(38)​​​​​(0.07)​​
​
Indexed debt securities (net of taxes of $13)(4)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​47​​​​​0.09​​​​​—​​​​​—​​​​​47​​​​​0.09​​
​
Impacts associated with the Vectren merger (net of taxes of $1, $3)(4)
​​​​3​​​​​0.01​​​​​—​​​​​—​​​​​12​​​​​0.02​​​​​—​​​​​—​​​​​15​​​​​0.03​​
​
Impacts associated with BREC
activities and Severance costs (net of
taxes of $4, $0)(4)
​​​​14​​​​​0.03​​​​​—​​​​​—​​​​​3​​​​​—​​​​​—​​​​​—​​​​​17​​​​​0.03​​
​
Impacts associated with the sales of CES(1) and CIS(2) (net of taxes of $10)(4)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​217​​​​​0.41​​​​​217​​​​​0.41​​
​Impacts associated with Series C preferred stock​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Preferred stock dividend requirement and amortization of beneficial conversion feature​​​​—​​​​​—​​​​​—​​​​​—​​​​​58​​​​​0.11​​​​​—​​​​​—​​​​​58​​​​​0.11​​
​Impact of increased share count on EPS if
issued as common stock		​​​​—​​​​​(0.06)​​​​​—​​​​​0.12​​​​​���​​​​​0.01​​​​​—​​​​​—​​​​​—​​​​​0.07​​
​Total Series C impacts​​​​—​​​​​(0.06)​​​​​—​​​​​0.12​​​​​58​​​​​0.12​​​​​—​​​​​—​​​​​58​​​​​0.18​​
​
Losses on impairment (net of taxes of $0, $408)(4)
​​​​185​​​​​0.33​​​​​1,269​​​​​2.25​​​​​—​​​​​—​​​​​—​​​​​—​​​​​1,454​​​​​2.58​​
​Corporate and Other Allocation​​​​(48)​​​​​(0.09)​​​​​(64)​​​​​(0.12)​​​​​119​​​​​0.22​​​​​(7)​​​​​(0.01)​​​​​—​​​​​—​​
​Consolidated on a non-GAAP basis​​​​662​​​​​1.17​​​​​131​​​​​0.23​​​​​—​​​​​—​​​​​18​​​​​0.04​​​​​811​​​​​1.44​​
​
Exclusion of CES(1) and CIS(2) Discontinued Operations(7)
​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​(18)​​​​​(0.04)​​​​​(18)​​​​​(0.04)​​
​
Consolidated on a non-GAAP basis, excluding CES(1) and CIS(2)
​​​$662​​​​$1.17​​​​$131​​​​$0.23​​​​$—​​​​$—​​​​$—​​​​$—​​​​$793​​​​$1.40​​
​
(1)
Energy Services segment
​
(2)
Infrastructure Services segment
​
(3)
Quarterly diluted EPS on both a GAAP and non-GAAP basis are based on the weighted average number of shares of common stock outstanding during the quarter, and the sum of the quarters may not equal year-to-date diluted EPS. EPS figures for Utility Operations, Corporate and Other, and Discontinued Operations are non-GAAP financial measures.
​
(4)
Taxes are computed based on the impact removing such item would have on tax expense
​
(5)
Comprised of common stock of AT&T Inc. and Charter Communications, Inc.
​
(6)
The Corporate and Other allocation includes after tax Corporate and Other operating income, earnings from the Midstream preferred distributions net of an associated amount of debt, and an allocation of corporate overhead based upon Utility’s and Midstream’s relative earnings contribution. Corporate overhead consists primarily of interest expense, preferred stock dividend requirements, and other items directly attributable to the parent along with the associated income taxes.
​
(7)
Results related to Energy Services and Infrastructure Services discontinued operations are excluded from the company’s non-GAAP results
​
​
CenterPoint Energy, Inc.   2024 Proxy Statement
​​A-3​
TABLE OF CONTENTS
[MISSING IMAGE: px_24centerptproxy1pg01-bw.jpg]
BROADRIDGE CORPORATE ISSUER SOLUTIONS

P.O.SOLUTIONSP.O. BOX 1342

BRENTWOOD,1342BRENTWOOD, NY 11717

VOTE11717VOTE BY INTERNET -www.proxyvote.com

Use or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation.Vote by 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.on April 25, 2024 for shares of common stock held directlyand by 11:59 p.m. Eastern Time on April 23, 2024 for shares of common stock held in aPlan. Have your proxy card in hand when you access the web sitewebsite and follow the instructions toinstructionsto obtain your records and to create an electronic voting instruction form.

ELECTRONICform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

IfMATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallyreportselectronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructionstheinstructions above to vote using the Internet and, when prompted, indicate that you agree toagreeto receive or access proxy materials electronically in future years.

VOTEyears.VOTE BY PHONE -1-800-690-6903

Use 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 p.m.Eastern Time on April 25, 2024 for shares held directly and by 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.onApril 23, 2024 for shares held in a Plan. Have your

proxy card in hand when you call and thenandthen follow the instructions.

VOTEinstructions.VOTE BY MAIL

Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we havewehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.

TO11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E38836-P00295                 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CENTERPOINT ENERGY, INC.
    The Board of Directors recommends you vote FOR the following:

1.   Election of Directors

For

Against

Abstain

Nominees:

1a.   Leslie D. Biddle

☐

☐

☐

1b.  Milton Carroll

☐

☐

☐

The Board of Directors recommends you vote FOR the following proposals:

2.   Ratify the appointment of Deloitte & Touche LLP as independent auditors for 2018.

ForAgainstAbstain

1c.   Scott J. McLean

1d.  Martin H. Nesbitt

☐

☐

☐

☐

☐

☐

☐

☐

☐

1e.   Theodore F. Pound

☐

☐

☐

3.   Approve the advisory resolution on executive compensation.

☐

☐

☐

1f.   Scott M. Prochazka

☐

☐

☐

1g.  Susan O. Rheney

☐

☐

☐

1h.  Phillip R. Smith

☐

☐

☐

1i.   John W. Somerhalder II

☐

☐

☐

1j.   Peter S. Wareing

☐

☐

☐

Please indicate if you plan to attend this meeting.☐☐
YesNo

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

ADMISSION TICKET

CENTERPOINT ENERGY, INC.

2018 ANNUAL MEETING OF SHAREHOLDERS

Thursday, April 26, 2018

9:00 a.m. Central Time

Auditorium

1111 Louisiana Street

Houston, Texas 77002

This admission ticket admits only the named shareholder.

Note: If you plan on attending the Annual Meeting in person, please bring, in addition to this Admission Ticket, valid picture identification. The use of video or still photography at the Annual Meeting is not permitted. For the safety of attendees, all bags, packages and briefcases are subject to inspection. Your compliance is appreciated.

LOGO

Important DETACH AND RETURN THIS PORTION ONLYCENTERPOINT ENERGY, INC.The Board of Directors recommends you vote FOR thefollowing:2. Ratify the appointment of Deloitte & Touche LLP as theindependent registered public accounting firm for 2024.4. Shareholder proposal relating to setting additional interimand long-term Scope 3 emissions goals.3. Approve the advisory resolution on executive compensation.Please indicate if you plan to attend this meeting.Sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint ownersshould each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] DateSignature (Joint Owners) Date1a. Wendy Montoya Cloonan1b. Earl M. Cummings1e. Raquelle W. Lewis1d. Christopher H. Franklin1c. Barbara J. Duganier1f. Thaddeus J. Malik1g. Theodore F. Pound1j. Barry T. Smitherman1h. Ricky A. Raven1i. Phillip R. Smith1k. Jason P. Wells

​
TABLE OF CONTENTS
[MISSING IMAGE: px_24centerptproxy1pg02-bw.jpg]
ADMISSION TICKETCENTERPOINT ENERGY, INC.2024 ANNUAL MEETING OF SHAREHOLDERSFriday, April 26, 20249:00 a.m. Central TimeAuditorium1111 Louisiana StreetHouston, Texas 77002This admission ticket admits only the named shareholder.Note: If you plan on attending the Annual Meeting in person, please bring, in addition to this Admission Ticket, valid picture identification. The use of video or still photography at the Annual Meeting is not permitted. For the safety of attendees, all bags, packages and briefcases are subject to inspection. Your compliance is appreciated.Important Notice Regarding the Availability of Proxy Materials

forMaterialsfor the Annual Shareholder Meeting to be Held April 26, 2018.

The2024.The Notice & Proxy Statement and Annual Report are

availableareavailable at: http://materials.proxyvote.com/15189T

Important15189TImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — —

E38837-P00295    

CENTERPOINTwww.proxyvote.com.CENTERPOINT ENERGY, INC.

2018INC.2024 Annual Meeting of Shareholders

Proxy-Common Stock

ThisShareholdersProxy-Common StockThis proxy is solicited on behalf of the Board of Directors

TheDirectorsThe undersigned hereby appoints Dana C. O’BrienMonica Karuturi and Vincent A. Mercaldi, or either of them as proxies, with full power of substitution, to vote as designated on the reverse side, all shares of common stock held by the undersigned at the AnnualtheAnnual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on Thursday,Friday, April 26, 2018at2024 at 9:00 a.m. in the AuditoriumtheAuditorium of 1111 Louisiana Street, Houston, Texas and any adjournments thereof, revoking any proxy heretofore given and with discretionary authority to vote on all other matters that may properly come before the meeting.

Ifmeeting.If you wish to vote in accordance with the recommendations of the Board of Directors, you may just sign and date the reverse side and mail in the postage-paid envelope provided, or direct your vote by Internet or telephone as described on the reverse side. Specific choices may be made on the reverse side.In absence of instructions to the contrary on a signed or executed proxy, the shares represented will be voted in accordance with the Board’s recommendation.

TheBoard's recommendation.The terms for directorsDirectors will expire in 2019.2025. The Board of Directors recommends a vote FOR the nominees for directors,Directors, FOR the appointment of Deloitte & Touche LLP as the independent auditorsregistered public accounting firm for 2018 and2024, FOR the advisory resolution on executive compensation.

Continuedcompensation and AGAINST the shareholder proposal relating to setting additional interim and long-termScope 3 emissions goals.Continued and to be signed on reverse side

TABLE OF CONTENTS
[MISSING IMAGE: px_24centerptproxy1pg03-bw.jpg]
BROADRIDGE CORPORATE ISSUER SOLUTIONS

P.O.SOLUTIONSP.O. BOX 1342

BRENTWOOD,1342BRENTWOOD, NY 11717

VOTE11717VOTE BY INTERNET -www.proxyvote.com

Use or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation.Vote by 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.on April 25, 2024 for shares of common stock held directlyand by 11:59 p.m. Eastern Time on April 23, 2024 for shares of common stock held in aPlan. Have your proxy card in hand when you access the web sitewebsite and follow the instructions toinstructionsto obtain your records and to create an electronic voting instruction form.

ELECTRONICform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

IfMATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallyreportselectronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructionstheinstructions above to vote using the Internet and, when prompted, indicate that you agree toagreeto receive or access proxy materials electronically in future years.

VOTEyears.VOTE BY PHONE -1-800-690-6903

Use 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 p.m.Eastern Time on April 25, 2024 for shares held directly and by 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.onApril 23, 2024 for shares held in a Plan. Have your

proxy card in hand when you call and thenandthen follow the instructions.

VOTEinstructions.VOTE BY MAIL

Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we havewehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.

TO11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E38838-P00295             KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CENTERPOINT ENERGY, INC.
    The Board of Directors recommends you vote FOR the following:

1.   Election of Directors

For

Against

Abstain

Nominees:

1a.   Leslie D. Biddle

☐

☐

☐

1b.  Milton Carroll

☐

☐

☐

The Board of Directors recommends you vote FOR the following proposals:

2.   Ratify the appointment of Deloitte & Touche LLP as independent auditors for 2018.

ForAgainstAbstain

1c.   Scott J. McLean

1d.  Martin H. Nesbitt

☐

☐

☐

☐

☐

☐

☐

☐

☐

1e.   Theodore F. Pound

☐

☐

☐

3.   Approve the advisory resolution on executive compensation.

☐

☐

☐

1f.   Scott M. Prochazka

☐

☐

☐

1g.  Susan O. Rheney

☐

☐

☐

1h.  Phillip R. Smith

☐

☐

☐

1i.   John W. Somerhalder II

☐

☐

☐

1j.   Peter S. Wareing

☐

☐

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.

Signature [PLEASE SIGN WITHIN BOX]Date

DETACH AND RETURN THIS PORTION ONLYSignature [PLEASE SIGN WITHIN BOX] DateV34881-P05179CENTERPOINT ENERGY, INC.Sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.For Against AbstainFor Against AbstainFor Against Abstain1. Election of DirectorsNominees:2. Ratify the appointment of Deloitte & Touche LLP as theindependent registered public accounting firm for 2024.4. Shareholder proposal relating to setting additional interimand long-term Scope 3 emissions goals.3. Approve the advisory resolution on executive compensation.The Board of Directors recommends you vote FOR thefollowing:The Board of Directors recommends you vote FOR thefollowing proposals:The Board of Directors recommends you vote AGAINSTthe following proposal:1f. Thaddeus J. Malik1g. Theodore F. Pound1j. Barry T. Smitherman1h. Ricky A. Raven1i. Phillip R. Smith1k. Jason P. Wells1a. Wendy Montoya Cloonan1b. Earl M. Cummings1e. Raquelle W. Lewis1d. Christopher H. Franklin1c. Barbara J

​
TABLE OF CONTENTS
[MISSING IMAGE: px_24centerptproxy1pg04-bw.jpg]
Important Notice Regarding the Availability of Proxy Materials

forMaterialsfor the Annual Shareholder Meeting to be Held April 26, 2018.

The2024.The Notice & Proxy Statement and Annual Report are

availableareavailable at: http://materials.proxyvote.com/15189T

This15189TThis proxy covers all shares of common stock in the CenterPoint Energy, Inc. stock fund under the CenterPoint Energy Savings Plan (Plan) for which the undersigned has the right to give confidential voting instructions to ThetoThe Northern Trust Company, Trustee of the Plan. Under the Plan, participants are “named fiduciaries”"named fiduciaries" as defined under ERISA to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share of allocated shares for which no direction is received and unallocated shares, if any (together, “Undirected Shares”"Undirected Shares"). This proxy, when properly executed, will be voted by the Trustee as directed by the undersigned. If no direction is given to the Trustee by 11:59 p.m. Eastern Time on April 23, 2018,2024, The Northern Trust Company, as Trustee, will vote the undirected sharesUndirected Shares in the same proportion as the shares for which directions are received, except as otherwise provided in accordance with ERISA.

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — —

E38839-P00295    

CENTERPOINT ENERGY, INC.

2018INC.2024 Annual Meeting of Shareholders

Proxy-Common Stock

ThisShareholdersProxy-Common StockThis proxy is solicited on behalf of the Board of Directors

TheDirectorsThe undersigned

hereby appoints The Northern Trust Company to vote as designated on the reverse side, all shares of common stock held by the undersigned at the Annual Meeting of Shareholders of CenterPoint Energy, Inc. to be held on Thursday,Friday, April 26, 2018at2024at 9:00 a.m. in the Auditorium of 1111 Louisiana Street, Houston, Texas and any adjournments thereof, revoking any proxy heretofore given and with discretionary authority to vote on all other matters that may properly come before the meeting.

Ifmeeting.If you wish to vote in accordance with the recommendations of the Board of Directors, you may just sign and date the reverse side and mail in the postage-paid envelope provided, or direct your vote by Internet or telephone as described on the reverse side. Specific choices may be made on the reverse side.In absence of instructions to the contrary on a signed or executed proxy, the shares represented will be voted in accordance with the Board’s recommendation.

TheBoard's recommendation.The terms for directorsDirectors will expire in 2019.2025. The Board of Directors recommends a vote FOR the nominees for directors,Directors, FOR the appointment of Deloitte & Touche LLP as the independent auditorsregistered public accounting firm for 2018 and2024, FOR the advisory resolution on executive compensation.

Continuedcompensation and AGAINST the shareholder proposal relating to setting additional interim and long-termScope 3 emissions goals.Continued and to be signed on reverse side

​
iso4217:USD xbrli:shares