CENTERPOINT ENERGY INC
For the period ended Apr 16, 2025. Filed Mar 5, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2025 · Filed Mar 5, 2025
Contents
Proxy Statement Summary
Proxy Statement Summary
This summary highlights information that is contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting.
Annual Meeting Agenda and Voting Recommendations
At the 2025 annual meeting of shareholders (Annual Meeting), you will be asked to vote on the following four proposals. The table below includes each proposal as well as our recommendation.
| | Proposal | | | More Information | | | Board Recommendation | |
|---|---|---|---|---|---|---|---|---|
| | Item 1: Election of directors | | | Page 6 | | | FOR each Nominee | |
| | Item 2: Ratification of appointment of the independent registered public accounting firm | | | Page 83 | | | FOR | |
| | Item 3: Advisory vote on executive compensation | | | Page 84 | | | FOR | |
| | Item 4: Approval of the amendment to the CenterPoint Energy, Inc. Stock Plan for Outside Directors | | | Page 87 | | | FOR | |
About CenterPoint Energy
As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (the Company or CenterPoint Energy) is an energy delivery company with electric transmission and distribution, power generation, and natural gas distribution operations that, as of December 31, 2024, served more than 7 million metered customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio, and Texas. On February 19, 2024, the Company entered into an asset purchase agreement pursuant to which the Company agreed to sell its Louisiana and Mississippi regulated natural gas local distribution company (LDC) businesses, subject to certain closing conditions. The transaction is expected to close in the first quarter of 2025. As of December 31, 2024, the Company owned approximately $44 billion in assets. With approximately 9,000 employees as of December 31, 2024, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.
| | CenterPoint Energy, Inc. 2025 Proxy Statement | | | 1 | |
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Our Director Nominees
The Board of Directors of CenterPoint Energy (the Board), considering the recommendation of the Governance, Environmental and Sustainability Committee (Governance Committee), has nominated eleven directors for election to the Board.
| Name and Primary Occupation · · · Age · · · Director Since · · · Independent · · · Committee Membership · | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Wendy Montoya Cloonan Managing Partner at Cantu Harden Montoya LLP | | | 45 | | | 2021 | | | | | Human Capital and Compensation; Governance (Chair) | | |
| | | Barbara J. Duganier Former Managing Director and Global Chief Strategy Officer of the Outsourcing Business at Accenture plc | | | 66 | | | Apr. 2024 | | | | | Audit (Chair); Governance | | |
| | | Laurie L. Fitch Senior Advisor at PJT Partners | | | 55 | | | First Time Nominee | | | | | | | |
| | | Christopher H. Franklin Chairman, Chief Executive Officer of Essential Utilities | | | 59 | | | 2022 | | | | | Audit; Governance; Safety and Operations (Chair) | | |
| | | Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Officer for the Texas Department of Transportation | | | 54 | | | 2021 | | | | | Audit; Human Capital and Compensation | | |
| | | Thaddeus J. Malik Principal at S2T Solutions and Attorney | | | 58 | | | 2023 | | | | | Human Capital and Compensation; Governance; Safety and Operations | | |
| | | Manuel B. Miranda Former Executive Vice President of Power Delivery of Florida Power & Light Company | | | 64 | | | First Time Nominee | | | | | | | |
| | | Theodore F. Pound Private Investor and Attorney | | | 70 | | | 2015 | | | | | Human Capital and Compensation (Chair); Governance | | |
| | | Dean L. Seavers Senior Advisor at Stifel Financial Corp. | | | 64 | | | Dec. 2024 | | | | | Governance; Safety & Operations | | |
| | | Phillip R. Smith Independent Chair of the Board of CenterPoint Energy and Chief Financial Officer of Marathon-Sparta Holdings, Inc. | | | 73 | | | 2014 | | | | | | | |
| | | Jason P. Wells President and Chief Executive Officer of CenterPoint Energy | | | 47 | | | Jan. 2024 | | | | | | | |
| | 2 | | | CenterPoint Energy, Inc. 2025 Proxy Statement | |
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Board Qualifications and Skills
| | Current / Former CEO of a Public Company or Large Organization Public Company Governance Experience Cybersecurity and Physical Security | | | Community Involvement Human Capital Management Strategic Planning Utility Industry Experience Finance and Accounting Risk Management | | | Government, Legal, and Regulatory Technology and Customer Experience Energy Transition Operations and Safety Experience | |
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For additional information regarding our director nominees, including their skills and experience, see “Item 1. Election of Directors.”
Governance Highlights
Strong governance practices protect the long-term interests of our customers, communities, and shareholders. The Company remains focused on implementing and maintaining good governance practices, including those reflected below.
For additional information regarding our corporate governance practices, see “Item 1. Election of Directors.”
| | CenterPoint Energy, Inc. 2025 Proxy Statement | | | 3 | |
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Executive Compensation Highlights
The following are some highlights of our executive compensation program. Our executive compensation program is designed to recruit and retain talent, align payment with performance, and align our executive officers’ interests with those of our shareholders. For more information on our compensation program, see “Compensation Discussion and Analysis” below.
| | Key Features of Our Executive Compensation Program | | | | | Strong Pay for Performance | | |
|---|---|---|---|---|---|---|---|---|
| | | | No Employment Agreements | | ||||
| | | | “Double Trigger” Provisions for Change in Control Plan and Equity Awards | | ||||
| | | | Executive Severance Guidelines | | ||||
| | | | No Excise Tax Gross Up Payments | | ||||
| | | | Stock Ownership Guidelines | | ||||
| | | | Benchmark Pay to Market | | ||||
| | | | Recovery and Recoupment (Clawback) Policies | | ||||
| | | | Anti-Hedging and Anti-Pledging Policy | | ||||
| | | | 100% Independent Human Capital and Compensation Committee | | ||||
| | | | Independent Compensation Consultant | | ||||
| | 4 | | | CenterPoint Energy, Inc. 2025 Proxy Statement | |
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2024 Target Compensation Opportunities for Named Executive Officers
The following graphics reflect the components of the target total direct compensation opportunities provided to our named executive officers. As depicted below, a substantial portion of the compensation 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 December 31, 2024
(consisting of base salary, short-term incentives, and long-term incentives)
The graphic represents the average size of each component as a percentage of each named executive officer’s total target direct compensation opportunities (other than the Chief Executive Officer’s and Ms. Wilson’s) as of December 31, 2024, approved by the Human Capital and Compensation Committee in 2024.
| | CenterPoint Energy, Inc. 2025 Proxy Statement | | | 5 | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.