CENTERPOINT ENERGY INC

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Director Independence

Under the NYSE listing standards and our Corporate Governance Guidelines, a majority of our directors must meet the NYSE criteria for independence. The NYSE 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. The Board determined that Messrs. Cummings*, Franklin, Malik, Miranda, Nesbitt**, Pound, Raven*, Seavers, Smith, and Smitherman*** and Mses. Cloonan, Duganier, Fitch, and Lewis are independent within the meaning of the listing standards for general independence of the NYSE.

The Board has also adopted categorical standards to assist in making determinations of independence. The categorical standards cover two types of relationships. The first type involves relationships of the kind addressed in either:

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the rules of the SEC requiring proxy statement disclosure of certain relationships and transactions; or

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the NYSE listing standards specifying relationships that preclude a determination of independence.

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For those relationships, the categorical standards are met if the relationship neither requires certain 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. Cummings*, Franklin, Malik, Miranda, Nesbitt**, Pound, Raven*, Seavers, Smith, and Smitherman*** and Mses. Cloonan, Duganier, Fitch, and 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, including the previous consulting relationship between a consulting firm owned by Mr. Miranda and CenterPoint Energy Houston Electric, LLC, a subsidiary of the Company. The Board considered the transactions in the context of the NYSE’s objective listing standards and the categorical standards noted above.

We have a standing Audit Committee, Human Capital and Compensation Committee, Governance Committee, and Safety and Operations Committee. The Board has determined that all committee members are independent within the meaning of the NYSE listing standards and categorical standards noted above. The Board has additionally determined that each member of the Audit Committee and each member of the Human Capital and Compensation Committee also satisfies the heightened independence standards established by applicable SEC rules and NYSE listing standards regarding independence of audit committee members and compensation committee members.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, and employees, as well as by the Company itself. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19 to our annual report on Form 10-K for the year ended December 31, 2024.

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, Controller, and other senior financial officers. 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 NYSE listing standards. Any waivers of this code for executive officers or directors may be made only by the Board or a committee of the Board and must be promptly disclosed to shareholders. In 2024, no waivers of our Code of Ethics or our Ethics and Compliance Code were granted to executive officers or directors.

Messrs. Cummings and Raven will not stand for re-election as directors on the Board, and their current terms will expire at the Annual Meeting.

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Mr. Nesbitt served on the Board until the 2024 annual meeting of shareholders (2024 Annual Meeting).

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Mr. Smitherman served on the Board until December 31, 2024.

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