SEC Filing | CenterPoint Energy, Inc.,

Key Qualifications and Skills Provided to Our Board

✓ Senior Leadership

✓ Corporate Governance

✓ Legal Expertise

✓ Human Capital Management

✓ Risk Management

✓ Strategic Planning/Transactions

✓ Public Company Experience

Experience

• Private Investor and Attorney (2016 – Present)

• Vice President, General Counsel and Corporate Secretary (2013 – 2016) at Select Energy Services, LLC, a private company providing water solutions and well-site services to energy producers

• Vice President, General Counsel and Secretary (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

Theodore F. Pound

Private Investor and Attorney

Age: 68

Independent Director Since 2015

Committees:

• Compensation (Chair)

• Audit

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DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

ction 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party

other

than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

CenterPoint Energy, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):



☑		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Always There.^®

CenterPoint Energy, Inc.

Notice of Annual Meeting of Shareholders

to be held on April 21, 2023

and Proxy Statement


Always There.^®
Welcome to the CenterPoint Energy Annual Shareholder Meeting

March 10, 2023

Dear Fellow Shareholders:

We are pleased to invite you to attend our annual shareholder meeting to be held on April 21, 2023, at 9:00 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas.

As explained in the enclosed proxy statement, at this year’s meeting you will be asked to vote (i) for the election of nine directors, (ii) for the ratification of the appointment of CenterPoint Energy’s independent registered public accounting firm, (iii) for the approval, on an advisory basis, of CenterPoint Energy’s executive compensation, (iv) for “1 YEAR” as the preferred frequency for holding advisory “say-on-pay” votes and (v) against the shareholder proposal relating to our disclosure of Scope 3 emissions and setting Scope 3 emissions targets, and to consider any other business that may properly come before the meeting.

Your vote is very important to us – participate in the future of CenterPoint Energy and exercise your shareholder right by voting your shares right away.

Only holders of record of CenterPoint Energy common stock at the close of business on February 24, 2023 or their proxy holders may vote at the meeting. Attendance at the meeting is limited to holders of our common stock or their proxy holders and CenterPoint Energy guests. Only holders of our common stock or their valid proxy holders may address the meeting.

Please review the proxy card for instructions on how you can vote your shares of CenterPoint Energy common stock over the internet, by telephone or by mail. It is important that all holders of CenterPoint Energy common stock, regardless of the number of shares owned, participate in the affairs of the Company. At CenterPoint Energy’s 2022 Annual Shareholder Meeting, approximately 89 percent of the Company’s outstanding shares of common stock was represented in person or by proxy.

Thank you for your continued investment in CenterPoint Energy.

Sincerely,




Martin H. Nesbitt Independent Chair of the Board				David J. Lesar Chief Executive Officer

2023 Proxy Statement

Table of Contents


Notice of Annual Meeting of Shareholders

PROXY STATEMENT

Proxy Statement Summary			1

Frequently Asked Questions About Voting			7

Election of Directors (Item 1)			10

Executive Summary			11

Nominees for Directors			12

Director Nomination Process			22

Annual Board Self-Assessment and Director Peer Evaluation			24

Director Independence			24

Code of Ethics and Ethics and Compliance Code			25

Conflicts of Interest and Related-Party Transactions			25

Majority Voting in Director Elections			26

Board Leadership			27

The Board’s Role in Risk Oversight			28

Executive Succession Planning and Leadership Development			30

Director Attendance			30

Board Organization and Committees			31

Shareholder Engagement			33

Communications with Directors			34

Website Availability of Documents			35

Compensation of Directors			35

Director Compensation Table			37

Stock Ownership			39

Compensation Discussion and Analysis			41

Executive Summary			41

Executive Compensation Program Overview			50

Design of Executive Compensation Program			51

2022 Executive Compensation Program			54

Our Executive Compensation Decision-Making Process			63

Other Compensation Programs and Practices			65

Executive Compensation Tables			69

Summary Compensation Table for Fiscal Year 2022			69

Grants of Plan-Based Awards for Fiscal Year 2022			72

Non-Equity Incentive Plan Awards			73

Equity Incentive Plan Awards – Additional Information			74

Outstanding Equity Awards at Fiscal Year-End 2022			76

Option Exercises and Stock Vested for Fiscal Year 2022			77

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2023 Proxy Statement

Table of Contents (continued)



Pension Benefits			78

Savings Plan and Savings Restoration Plans			79

Deferred Compensation Plans			80

Nonqualified Deferred Compensation Table			81

Potential Payments upon Change in Control or Termination			81

Pay v. Performance			89

Chief Executive Officer Pay Ratio			94

Equity Compensation Plan Information			95

Report of the Compensation Committee			96

Report of the Audit Committee			97

Principal Accounting Firm Fees			98

Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services			98

Ratification of Appointment of the Independent Registered Public Accounting Firm (Item 2)			99

Advisory Vote on Executive Compensation (Item 3)			100

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Item 4)			106

Shareholder Proposal – Relating to Disclosure of our Scope 3 Emissions and Setting Scope 3 Emissions Targets (Item 5)			107

General Information			111

Shareholder Proposals for the 2024 Annual Meeting			111

Director Nominations for the 2024 Annual Meeting			111

Delinquent Section 16(a) Reports			111

Householding of Annual Meeting Materials			112

Annual Report to Shareholders			112

Appendix

Non-GAAP Reconciliation			A-1

CenterPoint Energy

Always There.^®

Notice of Annual Meeting of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2023 annual meeting of shareholders of CenterPoint Energy, Inc. This is your notice for the meeting.

TIME AND DATE

9:00 a.m. Central Time on April 21, 2023.

PLACE

The CenterPoint Energy auditorium at 1111 Louisiana, Houston, Texas.

ITEMS OF BUSINESS

•

elect the nine nominees named in the proxy statement as directors to hold office until the 2024 annual meeting;

•

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023;

•

conduct an advisory vote on executive compensation;

•

conduct an advisory vote on the frequency of future advisory votes on executive compensation;

•

vote on a shareholder proposal relating to our disclosure of Scope 3 emissions and setting Scope 3 emissions targets; and

•

conduct other business if properly raised.

RECORD DATE

Holders of record of CenterPoint Energy common stock at the close of business on February 24, 2023 are entitled to vote.

PROXY VOTING

Each share of CenterPoint Energy common stock entitles the holder to one vote on each matter to be voted on at the meeting. You may vote either by attending the meeting or by proxy. For specific voting information, please see “Frequently Asked Questions About Voting” beginning on page 7 of the proxy statement that follows. Even if you plan to attend the meeting, please sign, date and return the enclosed proxy card or submit your proxy using the Internet or telephone procedures described on the proxy card.

Sincerely,

LOGO

Vincent A. Mercaldi

Corporate Secretary

Dated and first mailed

to shareholders

on or about March 10, 2023

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to be Held April 21, 2023

The proxy statement and annual report to shareholders are available at:

https://materials.proxyvote.com/15189t

2023 Proxy Statement

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 Annual Meeting, you will be asked to vote on the following five proposals. The table below includes each proposal as well as our recommendation.



Proposal	More Information	Board Recommendation

Item 1: Election of directors	Page 10	FOR each nominee

Item 2: Ratification of appointment of the independent registered public accounting firm	Page 99	FOR

Item 3: Advisory vote on executive compensation	Page 100	FOR

Item 4: Advisory vote on the frequency of future advisory votes on executive compensation	Page 106	FOR “1 YEAR” as the preferred frequency for holding future advisory “say-on-pay” votes

Item 5: Shareholder Proposal – Disclosure of Scope 3 Emissions and Setting Scope 3 Emissions Targets	Page 107	AGAINST

What’s New

In this proxy statement we describe the following enhancements and undertakings that we believe are responsive to shareholder feedback we received through our active engagement with our shareholders:

Governance

•

New individual director skills matrix and refreshed director biographies, highlighting how each individual directors’ skills and experiences support the Board’s oversight and execution of the Company’s strategy.

•

Enhanced disclosure regarding the role of our Independent Chair, describing the nature and extent of our Independent Chair’s responsibilities.

•

Reduction of our Independent Chair Retainer by 63% to more closely align with market practices.

•

Enhanced discussion of the rationale behind our Independent Chair Retainer.

•

Commitment to gender diversity of Board by undertaking to add a female director by December 31, 2023.

•

For more information regarding the items in this section, see “Item 1. Election of Directors—Nominees for Directors,” “—Board Leadership,” “—Compensation of Directors—Reduction of Independent Chair Retainer” and “—Director Nomination Process.”

Executive Succession Planning and Leadership Development

•

Demonstrated continued commitment to executive succession planning and leadership development with regular and active engagement in robust succession planning by our full Board of Directors, in addition to the Compensation Committee.

•

Enhanced disclosure relating to our succession planning process in this proxy statement, describing the Board’s commitment to succession planning not only for named executive officer positions, but also developing leaders below the executive officer level to establish a deep leadership pipeline that also prioritizes our objective that leadership be representative of the diverse communities in which the Company operates.


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2023 Proxy Statement

Proxy Statement Summary (continued)

•

Ongoing communications through Company press releases to provide updates on Company’s succession planning and development efforts for executive leadership.

•

Inclusion of additional leadership in investor conferences and other engagement opportunities to provide shareholders exposure to Company’s leadership outside of the Chief Executive Officer and Chief Financial Officer.

•

For more information regarding the items in this section, see “Item 1. Election of Directors—Executive Succession Planning and Leadership Development,” “—Shareholder Engagement” and “Compensation Discussion and Analysis—Executive Summary—Shareholder Engagement and Say-on-Pay Vote.”

Executive Compensation

•

Commitment to not make one-time equity awards to executive officers, absent extraordinary circumstances, except in connection with new hires or promotions.

•

In circumstances where a one-time equity award is made, commitment to a minimum of a three-year vesting period and primarily performance-based awards.

•

Adoption of severance guidelines that limit any severance payments to our named executive officers.

•

Commitment to transparently disclose severance determinations for named executive officers.

•

Continued commitment, supported by management, to use negative discretion to adjust short-term incentive awards for executive officers downward, where applicable, to align with the awards for employees who are not executive officers.

•

Enhanced disclosure on qualitative factors leading to downward discretion of short-term incentive awards.

•

Enhanced disclosure of 2023 PSU threshold, target and maximum performance metrics

•

For more information regarding the items in this section, see “Compensation Discussion and Analysis—Executive Summary—Shareholder Engagement and Say-on-Pay Vote,” “—2022 Executive Compensation Program—Short-Term Incentive Plan,” “Executive Compensation Tables—Potential Payments upon Change in Control or Termination—Executive Severance Guidelines“ and “—2023 Performance Share Unit Awards.”

Environmental Disclosure

•

Disclosed first Task Force on Climate-related Financial Disclosure (TCFD). For more information regarding our Environmental, Social and Governance matters and Board oversight of such matters, see “Item 1. Election of Directors—The Board’s Role in Risk Oversight—Environmental, Social and Governance Oversight.”

Engagement Highlights

Following the 2022 Say-on-Pay vote, we contacted shareholders representing 63.2% of our outstanding shares of common stock to date and engaged with shareholders representing 39% of our outstanding shares.

•

The Chair of the Compensation Committee met with 11 out of 13 shareholders we engaged.

•

Engaged with shareholders in fourth quarter 2022 and followed up with these shareholders in February 2023 to discuss proposed Company responses.

•

Will continue to actively seek feedback from shareholders following the filing of this proxy statement.


2		CenterPoint Energy

2023 Proxy Statement

Proxy Statement Summary (continued)

Our Director Nominees and Individual Key Skills

LOGO

CNP Board Tenure (in years)

1.5

3.94

Average Tenure

Key Skills and Qualifications

Senior Leadership

●

9/9

Utility Industry Experience

●

3/9

Operations Experience

●

4/9

Corporate Governance

●

8/9

Government, Regulatory and Legal

●

7/9

Public Company Experience

●

6/9

Finance and Accounting

●

6/9

Risk Management

●

9/9

Cybersecurity/Technology

●

4/9

Human Capital Management

●

9/9

Environmental/Sustainability

●

4/9

Strategic Planning/Transactions

●

7/9

Community Involvement

●

6/9

Age

Average Age

For additional information regarding our director nominees, see “Item 1. Election of Directors.”

Governance

LOGO


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2023 Proxy Statement

Proxy Statement Summary (continued)



GOVERNANCE PRACTICES

✓		Annual election of all directors

✓		Majority voting for directors with a director resignation policy

✓		Proxy access

✓		Independent Board (all but Chief Executive Officer)

✓		Independent Board structure with an Independent Chair

✓		Robust engagement with shareholders

✓		Board oversight of sustainability, climate change, cybersecurity and diversity, equity and inclusion initiatives

✓		Enterprise risk management oversight by Board

✓		Board, committee and individual director annual evaluations

✓		Diverse directors’ skills, qualifications, and backgrounds (Board 44% diverse)

✓		Robust stock ownership requirements for directors and executives

✓		Succession planning for senior management

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

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 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

✓		No Excise Tax Gross Up Payments

✓		Stock Ownership Guidelines

✓		Benchmark to Market

✓		Incentive Recoupment Policy

✓		Anti-Hedging Policy

✓		100% Independent Compensation Committee

✓		Independent Compensation Consultant

✓		Executive Severance Guidelines

New: Commitment Regarding One-Time Equity Awards

In response to 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.


4		CenterPoint Energy

2023 Proxy Statement

Proxy Statement Summary (continued)

New: Executive Severance Guidelines

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. 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, and has committed to applying the limitations set forth in the guidelines in its determination. For more information, see “Executive Compensation Tables—Potential Payments upon Change in Control or Termination—Executive Severance Guidelines.”



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 addition to the cash severance payment, as described in “Executive Compensation Tables—Potential Payments upon Change in Control or Termination—Executive Severance Guidelines.”

2022 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.

TARGET COMPENSATION MIX AS OF DECEMBER 31, 2022

(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 (approved by the Compensation Committee in 2022).


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2023 Proxy Statement

Proxy Statement Summary (continued)



Name	2022 Base Salary			2022 Short- term Incentive Target (% of Salary)			2022 Short- term Target Opportunity			2022 Long- term Incentive Target (% of Salary)			2022 Long-term Target Opportunity			2022 Total Direct Target Compensation

David J. Lesar		$	1,475,000		140	%		$	2,065,000		575	%		$	8,481,250		$	12,021,250

Jason P. Wells		$	695,000		75	%		$	521,250		250	%		$	1,737,500		$	2,953,750

Scott E. Doyle		$	600,000		75	%		$	450,000		250	%		$	1,500,000		$	2,550,000

Monica Karuturi		$	580,000		70	%		$	406,000		190	%		$	1,102,000		$	2,088,000

Gregory E. Knight		$	530,000		70	%		$	371,000		190	%		$	1,007,000		$	1,908,000


6		CenterPoint Energy

2023 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 Description	More Information	Board Recommendation	Broker non-votes	Abstentions	Votes required for approval

Item 1: Election of directors	Page 10	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 99	FOR	None expected	Do not count	Shares voted for must exceed shares voted against

Item 3: Advisory vote on executive compensation	Page 100	FOR	Do not count	Do not count	Shares voted for must exceed shares voted against

Item 4: Advisory vote on the frequency of future advisory votes on executive compensation	Page 106	FOR “1 YEAR” as the preferred frequency for holding future advisory “say-on-pay” votes	Do not count	Do not count	Highest number of votes cast will be considered the preferred frequency for future “say-on-pay” votes

Item 5: Shareholder Proposal – Disclosure of Scope 3 Emissions and Setting Scope 3 Emissions Targets	Page 107	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 February 24, 2023 may vote at the meeting. As of that date, there were 631,002,678 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.


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2023 Proxy Statement

Frequently Asked Questions About Voting (continued)

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 5 (shareholder proposal relating to disclosure of our Scope 3 emissions and setting Scope 3 emissions targets), and you may vote for us to conduct future advisory votes on executive compensation every one, two or three years under Item 4 (advisory vote on the frequency of future advisory votes 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 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 nine 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 2023;

•

FOR the approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in this proxy statement;

•

FOR “1 YEAR” as the preferred frequency for holding future advisory “say-on-pay” votes; and

•

AGAINST the shareholder proposal relating to disclosure of our Scope 3 emissions and setting Scope 3 emissions targets.

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 New York Stock Exchange. 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 2023 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 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


8		CenterPoint Energy

2023 Proxy Statement

Frequently Asked Questions About Voting (continued)

Item 1 (election of directors), Item 3 (advisory vote on executive compensation), Item 4 (advisory vote on the frequency of future advisory votes on executive compensation) or Item 5 (shareholder proposal relating to disclosure of our Scope 3 emissions and setting Scope 3 emissions targets) without instructions from the beneficial owners. If you do not instruct your broker how to vote with respect to Item 1, Item 3, Item 4 or Item 5, 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 third amended and restated bylaws (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. With respect to the advisory vote on the frequency of future advisory votes on executive compensation in Item 4, the time period that receives the highest number of votes cast will be considered the preferred frequency for future “say-on-pay” votes as determined by our shareholders on an advisory basis. Abstentions and broker non-votes (none of which are expected for Item 2) will not affect the outcome of the vote on these items. The resolution included in Item 5 (shareholder proposal relating to disclosure of our Scope 3 emissions and setting Scope 3 emissions targets) 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.

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 $15,000 plus expenses to Okapi Partners LLC, 1212 Avenue of the Americas, 17^th Floor, New York, New York 10036, 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.


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2023 Proxy Statement

ITEM 1: ELECTION OF DIRECTORS


Election of Directors Table of Contents
Executive Summary				11
Nominees for Directors				12
Director Nomination Process				22
Annual Board Self-Assessment and Director Peer Evaluation				24
Director Independence				24
Code of Ethics and Ethics and Compliance Code				25
Conflicts of Interest and Related-Party Transactions				25
Majority Voting in Director Elections				26
Board Leadership				27
The Board’s Role in Risk Oversight				28
Executive Succession Planning and Leadership Development				30
Director Attendance				30
Board Organization and Committees				31
Shareholder Engagement				33
Communications with Directors				34
Website Availability of Documents				35
Compensation of Directors				35
Director Compensation Table				37


10		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

Executive Summary

Overview. In this section, we introduce the nine nominees for election to our Board of Directors. These nominees bring relevant expertise and skills and represent a diverse mix of professional experience, backgrounds and perspectives appropriate to oversee our Company’s businesses and operations. In addition, we describe our corporate governance practices and policies. Strong corporate governance is a priority for the Company and the Board of Directors, is in the best interests of our shareholders and is critical to the Company’s long-term success. We have implemented corporate governance and business conduct policies and procedures designed to help us operate effectively with accountability, integrity and transparency, some of which are reflected below.

LOGO

Shareholder Engagement and Responses. In 2022 and into 2023, we continued our shareholder engagement outreach efforts. As a result of the feedback we received from shareholders, we have enhanced the following sections of this Item 1, including:

•

Enhancing our director biographies and adding a new individual director skills matrix to highlight how each individual director’s skills and experiences support the Board’s oversight and execution of the Company’s near- and long-term strategy;

•

Enhancing our disclosure regarding the Company’s succession planning process;

•

Enhancing our disclosure regarding diversity on the Board and at the Company as well as committing to appoint an additional gender diverse director by December 31, 2023; and

•

Enhancing our disclosure regarding the role of our Independent Chair under “Board Leadership” and enhancing our discussion of our Independent Chair Retainer as well as noting the reduction in the Independent Chair Retainer under “Reduction of Independent Chair Retainer.”

For additional information regarding our shareholder engagement and our responses, see “Compensation Discussion and Analysis—Executive Summary—Shareholder Engagement and Say-on-Pay Vote.”


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2023 Proxy Statement

Item 1: Election of Directors (continued)

Nominees for Directors

Each of our directors will be elected at this year’s meeting to a one-year term expiring at the annual meeting of shareholders in 2024.

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 of Directors believes that having a diverse mix of directors with complementary qualifications, skills and expertise is essential to effectively discharging its oversight responsibility while advancing the Company’s long-term business strategy. Accordingly, the Board of Directors 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.

LOGO


12		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

The below chart summarizes certain information for each of our directors, including their key skills and qualifications that support oversight and execution of our near- and long-term strategy:

LOGO

CNP Board Tenure (in years)

1.5

3.94

Average Tenure

Key Skills and Qualifications

Senior Leadership

●

9/9

Utility Industry Experience

●

3/9

Operations Experience

●

4/9

Corporate Governance

●

8/9

Government, Regulatory and Legal

●

7/9

Public Company Experience

●

6/9

Finance and Accounting

●

6/9

Risk Management

●

9/9

Cybersecurity/Technology

●

4/9

Human Capital Management

●

9/9

Environmental/Sustainability

●

4/9

Strategic Planning/Transactions

●

7/9

Community Involvement

●

6/9

Age

Average Age


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2023 Proxy Statement

Item 1: Election of Directors (continued)

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 experience, director positions at public companies held currently or at any time during the last 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.

The nine nominees for election at the annual meeting are:


Key Qualifications and Skills Provided to Our Board ✓ Government and Regulatory ✓ Legal Expertise ✓ Corporate Governance ✓ Community Involvement ✓ Risk Management ✓ Cybersecurity/Technology ✓ Human Capital Management ✓ Senior Leadership Experience • Houston Office 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 • 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 (2019 – Present), Port of Houston Authority • The Young Center (2020 – Present) • Board of the Harris County Hospital District Foundation (2021 – Present) • Executive Board Member, ALMAAHH: Advocate of a Latino Museum of Cultural/Visual Arts and Archive Complex Houston/Harris County (2021 – Present) • Houston Downtown Management District (2019 – 2022) Education and Credentials • B.A., Yale University • M.P.P., John F. Kennedy School of Government at Harvard University • J.D. with Honors, The University of Texas School of Law • Certificate: Systemic Cyber Risk Governance for U.S. Public Company Corporate Directors, Digital Directors Network • Executive Education Certificate: Making Corporate Boards More Effective, Harvard Business School • Board of Directors Financial Oversight, National Association of Corporate Directors
						Wendy Montoya Cloonan Houston Office Managing Partner at Cantu Harden Montoya LLP Age: 43 Independent Director Since 2021 Committees: • Compensation • Governance, Environmental and Sustainability


14		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Senior Leadership ✓ Corporate Governance ✓ Government and Regulatory ✓ Finance and Accounting ✓ Strategic Planning/Transactions ✓ Public Company Experience ✓ Community Involvement ✓ Cybersecurity/Technology ✓ Operations Experience ✓ Risk Management ✓ Human Capital Management 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 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 • Finance and Corporate Governance, Wharton School of Business • Director Education Program Certificate: NACD Corporate Director Institute • Corporate Mergers and Acquisitions Course, UCLA • Certificate in Real Estate, Ross Minority Program, USC • Socrates Program, The Aspen Institute
						Earl M. Cummings Managing Partner of MCM Houston Properties, LLC and Chief Executive Officer of The BTS Team Age: 58 Independent Director Since 2020 Committees: • Governance, Environmental and Sustainability (Chair) • Audit • Compensation


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2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Utility Industry Experience ✓ Senior Leadership ✓ Corporate Company Governance ✓ Government and Regulatory ✓ Finance and Accounting ✓ Strategic Planning/Transactions ✓ Environmental/Sustainability ✓ Public Company Experience ✓ Human Capital Management ✓ Operations Experience ✓ Risk Management 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 10 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 Non-Profit Entities) Public Company • Chairman, Essential Utilities, Inc. (2015 – Present) • ITC Holdings (2011 – 2016) Other • University of Pennsylvania Board of Trustees (2015 – Present) • Franklin Institute of Philadelphia (2017 – Present) Education and Credentials • B.S., West Chester University • M.B.A., Villanova University
						Christopher H. Franklin Chairman, Chief Executive Officer and President of Essential Utilities Age: 57 Independent Director Since 2022 Committees: • Audit • Governance, Environmental and Sustainability


16		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Utility Industry Experience ✓ Senior Leadership ✓ Corporate Governance ✓ Government and Regulatory ✓ Finance and Accounting ✓ Strategic Planning/Transactions ✓ Operations Experience ✓ Public Company Experience ✓ Risk Management ✓ Human Capital Management ✓ Community Involvement Experience • Chief Executive Officer and Director (Jan. 2023 – Present); President, Chief Executive Officer and Director (July 2020 – Dec. 2022); and Director (May 2020 – June 2020) of CenterPoint Energy, Inc. • Interim Chief Executive Officer (July 2019 – June 2020) of Health Care Services Corporation, the largest privately held health insurer in the United States • Held various positions (1993 – 2018) of increasing responsibilities culminating in holding the position of Chairman and Chief Executive Officer (2000 – 2017) and Executive Chairman (2017 – 2018) of Halliburton Company Other Boards (For Profit and Non-Profit Entities) Public Company • Executive Chairman (2017 – 2018) and Chairman (2000 – 2017), Halliburton Company • Agrium Inc. (2010 – 2015) • Lyondell Chemical Co. (2000 – 2007) • Mirant Corp. (2000 – 2005) • Southern Co. (1999 – 2000) • Cordant Technologies (1998 – 2000) Other • Health Care Services Corporation (2018 – 2020) Education and Credentials • B.S., University of Wisconsin • M.B.A., University of Wisconsin
						David J. Lesar Chief Executive Officer of CenterPoint Energy, Inc. Age: 69 Non-Independent Director Since 2020 Committees: • None


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2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Regulatory and Government ✓ Community Involvement ✓ Risk Management ✓ Senior Leadership ✓ Environmental/Sustainability ✓ Strategic Planning/Transactions ✓ Human Capital Management Experience • Held various positions (2008 – Present) of increasing responsibilities including the position of Southeast Texas Director of Communications & Public Information Offices (2017 – Present) of the Texas Department of Transportation (TxDOT), a state government organization that plans, 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 Professional Experience and Community Involvement • National Association for the Advancement of Colored People (NAACP) – Houston Branch • WTS International • Leadership Women, Inc. Education and Credentials • B.A., University of Texas at Austin
						Raquelle W. Lewis Southeast Texas Director of Communications & Public Information Offices for the Texas Department of Transportation Age: 52 Independent Director Since 2021 Committees: • Compensation • Governance, Environmental and Sustainability


18		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Senior Leadership ✓ Corporate Governance ✓ Public Company Experience ✓ Finance and Accounting ✓ Strategic Planning/Transactions ✓ Operations Experience ✓ Human Capital Management ✓ Risk Management ✓ Community Involvement Experience • Co-Chief Executive Officer (2013 – Present) of The Vistria Group, LLC, a Chicago-based investment firm focused on the education, healthcare and financial services industries • Chief Executive Officer (1996 – 2012) of PRG Parking Management (known as The Parking Spot), an owner and operator of off-airport parking facilities Other Boards (For Profit and Non-Profit Entities) Public Company • American Airlines Group (2015 – Present) • Chewy, Inc. (2020 – Present) • Jones Lang LaSalle (2011 – 2020) • Norfolk Southern Corp. (2013 – 2019) Other • Chairman, Barack Obama Foundation (2013 – Present) • Trustee, Museum of Contemporary Art Chicago Education and Credentials • B.A., Albion College • M.B.A., University of Chicago
						Martin H. Nesbitt Independent Chair of the Board of CenterPoint Energy, Inc. Co-Chief Executive Officer of Vistria Group, LLC Age: 60 Independent Director Since 2018 Committees: • None


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2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Finance and Accounting ✓ Senior Leadership ✓ Risk Management ✓ Strategic Planning/Transactions ✓ Cybersecurity/Technology ✓ Environmental/Sustainability ✓ Human Capital Management ✓ Corporate Governance 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 non-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 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
						Phillip R. Smith Chief Financial Officer of Marathon-Sparta Holdings, Inc. Age: 71 Independent Director Since 2014 Committees: • Audit (Chair) • Governance, Environmental and Sustainability


20		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)


Key Qualifications and Skills Provided to Our Board ✓ Utility Industry Expertise ✓ Government and Regulatory ✓ Finance and Accounting ✓ Legal Expertise ✓ Senior Leadership ✓ Public Company Experience ✓ Corporate Governance ✓ Risk Management ✓ Environmental/Sustainability ✓ Cybersecurity/Technology ✓ Human Capital Management ✓ Community Involvement 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 – Present) • 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
						Barry T. Smitherman President of Barry Smitherman, P.C. and Managing Partner of Smitherman + Associates, L.P. Age: 65 Independent Director Since 2020 Committees: • Audit • Compensation

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


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2023 Proxy Statement

Item 1: Election of Directors (continued)

Director Nomination Process

In assessing the qualifications of candidates for nomination as a director in addition to qualifications set forth in our 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 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.

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 and management believe that it is important that all aspects of the Company, including the Board and 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:

•

40% of our current executive officers are either gender or racially/ethnically diverse;

•

44% of our Board is either gender or racially/ethnically diverse, with two directors who are both gender and racially/ethnically diverse;

•

41% of the Company’s workforce is racially/ethnically diverse as of December 31, 2022;

•

Competitive job placements in 2022 were 57% racially/ethnically diverse and 41% gender 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) currently encompass groups including Women, Black, LGTBQ+, Military, Hispanic/Latin, Asian, employees of Indian descent, and parents, caregivers and individuals with different abilities, and 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


22		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

•

A diversity, equity and inclusion negative-only modifier is included in executive officer short-term incentive compensation.

Prior to the departure of Ms. Leslie Biddle in April 2022 from the Board, Board membership represented 30% gender diversity. 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. The Governance, Environmental and Sustainability Committee and the Board are committed to appointing an additional gender diverse director by December 31, 2023.

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. 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 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, the benefit that results from increasing insight and experience developed over a period of time and the skills needed to achieve the Company’s near- and long-term business strategy.

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, which must be received at our principal executive offices between October 24, 2023 and January 22, 2024. The bylaws require that the notice must contain prescribed information, including, among other things, 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. Except as required under the proxy access provisions of 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 at https://investors.centerpointenergy.com/governance.

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules under Rule 14a-19 of the Exchange Act of 1934, as amended (the Exchange Act), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than February 21, 2024.

Proxy Access Requirements

Shareholders who intend to submit director nominees for inclusion in our proxy statement for the 2024 annual meeting must comply with the requirements of “proxy access” as set forth in our Bylaws, which permits a nominating


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2023 Proxy Statement

Item 1: Election of Directors (continued)

group of up to 20 shareholders owning three percent or more of our common stock continuously for at least three years to nominate 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. An eligible shareholder wishing to nominate a candidate for election to the Board at the 2024 annual meeting of our shareholders, in accordance with the proxy access provisions in our bylaws, must provide such notice no earlier than November 23, 2023 and no later than December 23, 2023. Any such notice and accompanying nomination materials must meet the requirements set forth in our bylaws, which are publicly available at https://investors.centerpointenergy.com/governance.

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 three 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’ effectiveness. Further, the Board of Directors, as part of its self-assessment, evaluates management’s preparation for Board and Committee 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.

LOGO

Additionally, 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. Cummings, the chair of the Governance, Environmental and Sustainability Committee, or by Mr. Nesbitt, with respect to Mr. Cummings’ evaluation, to the Governance, Environmental and Sustainability Committee and the full Board for discussion and action in connection with the director nomination process.

Director Independence

The Board of Directors determined that Messrs. Cummings, Franklin, Nesbitt, Pound, Smith and Smitherman and Mses. Biddle*, Cloonan and Lewis are independent within the meaning of the listing standards for general independence of the New York Stock Exchange.

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. 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, the Board 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.


24		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

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 Commission requiring proxy statement disclosure of relationships and transactions; or

•

the New York Stock Exchange 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. Cummings, Franklin, Nesbitt, Pound, Smith and Smitherman and Mses. Biddle*, Cloonan 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. The Board considered the transactions in the context of the New York Stock Exchange’s objective listing standards, the categorical standards noted above and the additional standards established for members of audit, compensation and governance committees.

*	Ms. Biddle served on the Board until the 2022 Annual Meeting.

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 Exchange 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 2022, 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.

Our Ethics and Compliance Code provides that all employees must avoid even 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 avoid 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, and to contact the Ethics & Compliance Department for assistance in resolving potential or actual conflict of interests.


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2023 Proxy Statement

Item 1: Election of Directors (continued)

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. The Company’s Corporate Governance Guidelines require that (i) each director shall promptly disclose to the Chair 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 Chair of the Board shall promptly advise 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 2022 that were required to be reported pursuant to the applicable disclosure rules of the Securities and Exchange Commission.

Majority Voting in Director Elections

Our bylaws 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. In contested elections, the voting standard will be a plurality of votes cast. Under 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.

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

• 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 faces re-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.


26		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

Our bylaws and our Corporate Governance Guidelines can be found on our website at https://investors.centerpointenergy.com/governance.

Board Leadership

Separation of Chair and Chief Executive Officer Roles

The offices of Chair 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 Chair of the Board directing board 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-approved strategic vision and managing its day-to-day business. The Board believes that separating the offices of Chair 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, such as in connection with the Company’s strategic transition discussed below, 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;

•

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, such as, for example, participating in ethics training videos distributed to employees;

•

from time to time, engage with shareholders and other stakeholders of the Company; and

•

recruit and mentor non-employee directors.


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2023 Proxy Statement

Item 1: Election of Directors (continued)

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, and provides energy performance contracting and sustainable infrastructure services. 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 Directors has responsibility for and is actively involved in the oversight of risks that could impact the 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 risks facing the Company as well as provides risk assessment and control oversight for certain business activities, among other things. The Company’s Executive Vice President and General Counsel facilitates risk oversight committee meetings. The risk oversight committee provides risk assessment and control for certain business activities. The Company’s enterprise risk management function further supports executive management’s, operational management’s and functional management’s execution of the 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 the following areas, among others:


		Safety				Regulatory and legislative developments

		Environmental, social and governance matters				Cybersecurity and data privacy

		Business strategy and policy, including industry and economic developments				Human capital management and diversity, equity and inclusion

		Operations and system integrity				Annual budget, including capital investment plan

		Litigation and other legal matters				Net zero and carbon emissions reduction targets and generation transition

		Supply chain

To help the Board carry out its responsibility for risk oversight, the Board’s standing committees focus on the following specific key areas of risk:


Committee		Risk Oversight Responsibilities
Audit		Accounting and financial matters, including compliance with legal and regulatory requirements, and financial reporting and internal controls systems, and review of Company’s enterprise risk management process
Compensation		Compensation policies and practices, diversity, equity and inclusion initiatives, and succession planning
Governance, Environmental and Sustainability		Corporate governance, including Board structure, cybersecurity, environmental matters, including those related to climate change, and sustainability, including our net zero and carbon emissions reduction goals


28		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

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.

Environmental, Social and Governance Oversight

LOGO

As noted in the table above, the Board has charged the Governance, Environmental and Sustainability Committee with oversight responsibility of the Company’s governance and 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 ESG Council 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 goals, among others. The Company’s ESG Council, led by our Vice President of Environmental and Corporate Sustainability, and our Vice President, Investor Relations and Treasurer, includes officers and other members of management who identify, evaluate and recommend strategic directions and opportunities that promote ESG objectives aligned with the Company’s strategy and goals.

The Compensation Committee assists the Board in discharging its oversight responsibility for the Company’s human capital management matters, including its diversity, equity and inclusion initiatives, and supplier diversity program, among other programs. In addition, as a result of the introduction of a carbon emissions reduction metric to the Company’s long term incentive plan, the Compensation Committee receives reports regarding the Company’s progress towards achieving its net zero and carbon emissions reduction goals. Management provides regular updates to the Compensation Committee, the Board or both on human capital management strategy and programs, and the Board is kept apprised of any developments in these areas.

ESG Disclosure

The Company voluntarily discloses key environmental, social and governance (ESG) matters and metrics in its annual Corporate Sustainability Report that follows the Global Reporting Initiative (GRI) framework and has been prepared in accordance with GRI Standards: Core Option. The Company has also disclosed information using the Sustainability Accounting Standards Board (SASB) standards for Electric Utilities & Power Generators and the Gas Utilities & Distributors sectors and incorporated both the Edison Electric Institute (EEI) and American Gas Association (AGA) Version 3 Templates into its annual sustainability reporting activities. The Company’s latest Corporate Sustainability Report,


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2023 Proxy Statement

Item 1: Election of Directors (continued)

published in August 2022, reaffirmed the Company’s net zero and carbon emissions reduction goals, and carbon policy, detailed the Company’s diversity, equity and inclusion initiatives, and provided an overview of the Company’s safety and environmental activities, among other key ESG disclosures. In response to stakeholder feedback, the Company redesigned and reorganized its recent Corporate Sustainability Reports into a web-based structure with a dedicated ESG data center, which are available on its website at www.sustainability.centerpointenergy.com, in addition to the GRI Content Index, SASB Index and EEI and AGA Version 3 Templates.

Additionally, in November 2022, the Company posted its first Task Force on Climate-related Financial Disclosure (TCFD), which is available on its website at www.sustainability.centerpointenergy.com. Some of the reports contain cautionary statements regarding forward-looking information included in those reports, include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide targets or goals that are not intended to be promises or guarantees. As ESG disclosure standards continue to evolve, the Company expects to provide updates on its sustainability website accordingly. Unless specifically stated herein, documents, reports and information on CenterPoint Energy’s website are not incorporated by reference in this proxy statement.

Executive Succession Planning and Leadership Development

The Compensation Committee along with the full Board, led by the Independent Chair, oversee management succession planning and talent development with continued focus on designing a succession planning program to support the execution 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 the 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 2022, the Board discussed succession planning at each of its regularly scheduled Board meetings. The Compensation Committee and the Board particularly emphasize the importance of developing a deep leadership pipeline that also prioritizes the objective that leadership be representative of 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 leadership promotions announced in 2021, and, more recently, the promotion of Jason P. Wells, who was previously the Company’s Chief Financial Officer, to President and Chief Operating Officer, which was announced in November 2022. Mr. Wells continues to serve as the Company’s Chief Financial Officer until the Company appoints a new Chief Financial Officer. Further, in January 2023, the Company announced a new streamlined organizational structure in furtherance of the Company’s continuing investments in developing future leaders and creating a deep succession pipeline. The Board continues to focus on the Company’s succession planning, including both developing internal talent and reviewing external candidates. In response to shareholder feedback, the Company provides updates regarding the execution of its succession planning process through Company press releases and, from time to time, the Company provides shareholders with opportunities to meet internal leaders through participation in conferences and other forums.

Director Attendance

Last year, the Board met 6 times, and the standing committees met a total of 17 times. 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.

Directors are expected to attend annual meetings of shareholders. All then-current directors who were standing for reelection and nominees attended the 2022 annual meeting of shareholders.


30		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

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. Lesar and Nesbitt do not 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, as well as the number of meetings each committee held during 2022:


Director	Audit Committee	Compensation Committee	Governance, Environmental and Sustainability Committee

Wendy Montoya Cloonan		✓	✓

Earl M. Cummings	✓	✓	Chair

Christopher H. Franklin*	✓		✓

Raquelle W. Lewis		✓	✓

Theodore F. Pound	✓	Chair

Phillip R. Smith	Chair; Financial Expert		✓

Barry T. Smitherman	✓	✓

Number of Meetings Held in 2022	7	4	5

Mr. Franklin was elected to the Board of Directors on April 22, 2022.

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 registered public accounting firm;

• the performance of our internal audit function;

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

• our enterprise risk management process.

The Audit Committee has sole responsibility to appoint and, where appropriate, replace our independent registered 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 Chair of our Audit Committee, is an audit committee financial expert within the meaning of the regulations of the Securities and Exchange Commission.


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2023 Proxy Statement

Item 1: Election of Directors (continued)


COMPENSATION COMMITTEE		The primary responsibilities of the Compensation Committee are to: • oversee compensation for our named executive officers, including salary and short-term and long-term incentive awards; • administer incentive compensation plans; • evaluate our Chief Executive Officer’s performance; • review management succession planning and development; • review and monitor the Company’s diversity, equity and inclusion 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.

GOVERNANCE, ENVIRONMENTAL AND SUSTAINABILITY 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 for non-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, including climate change, sustainability matters, and cybersecurity; 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 the non-management directors include one or more directors who do not meet the listing standards of the New York Stock Exchange for general independence, the Board must hold an executive session at least once each year including


32		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

only the non-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. Currently, the Independent Chair of the Board (Mr. Nesbitt) presides at these sessions.

Shareholder Engagement

The Company believes that good governance practices include maintaining a consistent and transparent dialogue throughout the year with our shareholders and that understanding the perspectives and interests of shareholders helps contribute to the Company’s long-term success. Each year, we engage in shareholder outreach through various engagement channels and solicit feedback on a number of topics. The below chart outlines our annual engagement program and highlights recent shareholder engagement efforts. For further information on shareholder feedback we received, including with respect to our 2022 “say-on-pay” vote and our responses thereto, please refer to “Compensation Discussion and Analysis—Executive Summary—Shareholder Outreach and Say-On-Pay.”



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 • ESG/Sustainability • Compensation Committee	Topics Discussed • In addition to any topics raised by a shareholder, solicit feedback on a range of topics, including: • Executive compensation program and practices • Corporate governance matters, including succession planning and Board refreshment • ESG/Sustainability matters, including our carbon emissions reduction disclosures and goals


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2023 Proxy Statement

Item 1: Election of Directors (continued)



Recent Shareholder Engagements

Engagement Objectives • Following the 2022 Say-on-Pay vote, we contacted shareholders representing 63.2% of our outstanding shares of common stock to date and engaged with shareholders representing 39% of our outstanding shares • Met with shareholders in fourth quarter 2022 to discuss 2022 say-on-pay vote, including shareholder concerns and actions they would like to see from the Company • Followed up with shareholders previously engaged in February 2023 to discuss proposed Company responses to shareholder concerns and receive shareholder feedback • The Company will continue to actively seek feedback from shareholders following the filing of this proxy statement • In advance of our 2022 Annual Meeting, we contacted shareholders representing 68.3% of our outstanding shares of common stock during 2021 and engaged with shareholders representing 18.8% of our outstanding shares	Company Participants • Shareholders met with key members of our executive leadership representing Human Resources, Investor Relations, and Corporate Governance • For our engagement after our 2022 Annual Meeting, the Chair of the Compensation Committee met with 11 out of the 13 shareholders we engaged.	Topics Discussed • For our engagement after our 2022 Annual Meeting, we solicited feedback regarding the 2022 Say-on-Pay vote in addition to feedback on our executive compensation program, corporate governance and ESG/sustainability matters • For our engagement prior to our 2022 Annual Meeting, we solicited feedback regarding our compensation program, including the retention award to Mr. Lesar and the severance arrangement to Mr. Milton Carroll, our former Executive Chairman, as well as feedback on our corporate governance and ESG/sustainability matters

Communications with Directors

Interested parties who wish to make concerns known to the non-management directors may communicate directly with the non-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 page 7 of this proxy statement. Aside from this procedure for communications with the non-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.


34		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

Website Availability of Documents

CenterPoint Energy’s Annual Report on Form 10-K, Corporate Governance Guidelines, the charters of the Audit Committee, Compensation 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 its website at https://investors.centerpointenergy.com/governance. Additionally, CenterPoint Energy’s Corporate Sustainability Report, TCFD report and related disclosure can be found on its website at www.sustainability.centerpointenergy.com. Unless specifically stated herein, documents and information on CenterPoint Energy’s website are not incorporated by reference in this proxy statement.

Compensation of Directors

The Governance, Environmental and Sustainability Committee of the Board oversees fee levels and other elements of compensation for CenterPoint Energy’s non-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 of Directors 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.

Stock ownership guidelines for non-employee directors were originally adopted in February 2011. Under the current guidelines, each non-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 our non-employee directors on a quarterly basis in arrears. Our non-employee directors receive an annual retainer of $115,000. The Chairs of the Audit, Compensation, and Governance, Environmental and Sustainability Committees each receive a supplemental annual retainer for service as committee chair. In addition to the annual retainer, our Independent Chair of the Board receives a supplemental retainer for his services to the Board. Our current non-employee annual and supplemental retainer fees are as follows:



Type of Retainer Fee		Current Retainer Fee

Annual Cash Retainer for Non-Employee Directors		$115,000

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 2022 are set forth in the Fees Earned or Paid in Cash column of the Director Compensation Table.


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2023 Proxy Statement

Item 1: Election of Directors (continued)

Reduction of Independent Chair Retainer

At the request of the Independent Chair and with the full support of the entire Board, the independent chair retainer was reduced from $500,000 to $185,000, representing a 63% reduction, beginning on January 1, 2023 (the Independent Chair Retainer) to better align total compensation of the Independent Chair with the median total compensation of non-executive chairs at other large public companies. The initial Independent Chair Retainer was awarded in 2021 in light of the significant role of Mr. Nesbitt in the implementation and facilitation of a smooth transition to a new independent Board structure in response to shareholder feedback, which allowed the Company to maintain strong financial and operating performance during this transition. Further, the initial Independent Chair Retainer amount was in recognition of Mr. Nesbitt’s unique qualifications and business strengths, including his tenure on several other S&P 500 companies’ boards of directors and his experience as a CEO, all of which was essential to the successful transition of the Board to an independent leadership structure. Mr. Nesbitt’s skills and experience, including in founding and transforming the Parking Spot into a nationally recognized company, was important to the Board as he would also play a key role in the development of the Company’s near- and long-term strategic plan and its transition to a premium utility during a critical time for the Company. Mr. Nesbitt has also taken an active role in aiding in recruiting director candidates and onboarding and mentoring newly appointed directors as the Board continues its refreshment efforts to ensure the necessary skills and perspectives are represented on the Board. The Board’s ability to continue its refreshment process and attract qualified director candidates is critical in light of a highly competitive director market. As Independent Chair, Mr. Nesbitt continues to provide strong leadership and strategic support as the Company executes on its near- and long-term growth plan.

The Board believes that, given the important role of Independent Chair as 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

Each non-employee director serving as of May 2, 2022 was granted an annual stock award under our Stock Plan for Outside Directors in 2022. 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 2022, for each non-employee director serving as of May 2, 2022, the Board determined a cash value for the stock award, as of the grant date, of $155,000, resulting in a stock award to each non-employee director of 5,129 shares of common stock. The annual stock awards granted under our Stock Plan for Outside Directors are immediately fully vested upon grant.

In addition to the annual grant, our Stock Plan for Outside Directors provides that a non-employee director may receive a one-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. No such one-time, initial grants were made under the Stock Plan for Outside Directors in 2022.

Deferred Compensation Plan

We maintain a deferred compensation plan that, prior to 2023, permitted directors to elect each year to defer all or part of their annual retainer and supplemental annual retainer for committee chairmanship or independent chairmanship. 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.


36		CenterPoint Energy

2023 Proxy Statement

Item 1: Election of Directors (continued)

Directors who participated in this plan prior 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

As of December 2021, each director may participate in CenterPoint Energy Foundation, Inc.’s Easy Match Program (the Easy Match Program). The Easy Match Program matches dollar-for-dollar contributions made by directors 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 Easy Match Program.

Director Compensation Table

The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for 2022, 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⁾ ($)		Other Compensation⁽⁴⁾ ($)		Total ($)

Leslie D. Biddle⁽⁵⁾		35,385		—		—		50,000		85,385

Wendy Montoya Cloonan		115,000		155,000		—		28,500		298,500

Earl M. Cummings		130,000		155,000		—		—		285,000

Christopher H. Franklin⁽⁶⁾		79,615		155,000		—		—		234,615

Raquelle W. Lewis		115,000		155,000		1,901		—		271,901

Martin H. Nesbitt⁽⁷⁾		615,000		155,000		—		50,000		820,000

Theodore F. Pound		135,000		155,000		—		—		290,000

Phillip R. Smith		135,000		155,000		—		1,000		291,000

Barry T. Smitherman		115,000		155,000		—		23,250		293,250

(1)	Includes annual retainer and committee chair retainers for each director as more fully explained under “—Compensation of Directors—Retainer Fees.” Ms. Lewis elected to defer part of her annual retainer fee during 2022 under the deferred compensation plan.

(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.


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2023 Proxy Statement

Item 1: Election of Directors (continued)

Each non-employee director then in office as of May 2, 2022 received an annual value-based stock award under our Stock Plan for Outside Directors in 2022. 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 $155,000, resulting in a stock award of 5,129 shares of common stock for each non-employee director then in office as of May 2, 2022. 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 $30.22 per share. No stock awards under our Stock Plan for Outside Directors were outstanding at December 31, 2022.

(3)	In 2022, Ms. Lewis accrued above-marked earnings on her deferred compensation account balance of $1,901.

(4)	Other Compensation represents matching contributions made under the Easy Match Program. See “—Compensation of Directors—Other Compensation.”

(5)	Ms. Biddle served on the Board until the 2022 Annual Meeting.

(6)	Mr. Franklin was elected to the Board effective April 22, 2022. The fees earned or paid in cash reflect a partial year of service.

(7)

The fees earned or paid in cash for Mr. Nesbitt include the Independent Chair Retainer. Effective January 1, 2023, at the request of Mr. Nesbitt and with the full support of the entire Board, the Independent Chair Retainer was reduced from $500,000 to $185,000. For more information see “—Compensation of Directors—Reduction of Independent Chair Retainer.”


38		CenterPoint Energy

2023 Proxy Statement

STOCK OWNERSHIP

The following table shows stock ownership of known beneficial owners of more than 5% of CenterPoint Energy’s common stock, each director or nominee for director, the Chief Executive Officer, the President, Chief Operating Officer and Chief Financial Officer, the other executive officers for whom we are providing detailed compensation information under “Executive Compensation Tables” and our current executive officers, directors and director nominees as a group. Information for the executive officers and directors is given as of March 1, 2023 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 with Rule 13d-3 under the Exchange Act and, except as otherwise indicated, the respective holders have sole voting and investment powers over such shares.



Name⁽¹⁾	Number of Shares of CenterPoint Energy Common Stock

Capital International Investors		81,461,773	⁽²⁾

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

The Vanguard Group, Inc.		76,579,412	⁽³⁾

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

BlackRock, Inc.		52,206,040	⁽⁴⁾

55 East 52nd Street

New York, New York 10055

State Street Corporation		34,099,231	⁽⁵⁾

One Lincoln Street

Boston, Massachusetts 02111

Wendy Montoya Cloonan		11,476

Earl M. Cummings		19,463

Scott E. Doyle		94,588	⁽⁶⁾

Christopher H. Franklin		5,129

Monica Karuturi		43,416

Gregory E. Knight		66,162	⁽⁶⁾

David J. Lesar		653,226

Raquelle W. Lewis		8,748

Martin H. Nesbitt		30,572

Theodore F. Pound		43,770

Phillip R. Smith		55,904

Barry T. Smitherman		20,534

Jason P. Wells		123,205

All current executive officers and directors as a group (13 persons)		1,122,595	⁽⁶⁾⁽⁷⁾

(1)	Unless otherwise indicated, the address of each beneficial owner is c/o CenterPoint Energy, Inc., 1111 Louisiana Street, Houston, Texas 77002.

(2)

This information is as of December 31, 2022 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2023 by Capital International Investors. This represents 12.9% of the outstanding common stock of CenterPoint Energy. The Schedule 13G reports sole voting power for 80,266,218 shares of common stock, no shared voting power for shares of common stock, sole dispositive power for 81,461,773 shares of common stock and no shared dispositive power for shares of common stock.

(3)

This information is as of December 31, 2022 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2023 by The Vanguard Group, Inc. This represents 12.17% 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 1,145,986 shares of common stock, sole dispositive power for 73,794,136 shares of common stock and shared dispositive power for 2,785,276 shares of common stock.

(4)	This information is as of December 31, 2022 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2023 by BlackRock, Inc. This represents 8.5% of the outstanding common stock of CenterPoint Energy. The Schedule 13G/A reports


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2023 Proxy Statement

Stock Ownership (continued)

sole voting power for 47,420,007 shares of common stock, no shared voting power for shares of common stock, sole dispositive power for 52,206,040 shares of common stock and no shared dispositive power for shares of common stock.

(5)

This information is as of December 31, 2022 and is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 6, 2023 by State Street Corporation. This represents 5.42% 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 28,509,634 shares of common stock, no sole dispositive power for shares of common stock and shared dispositive power for 34,058,140 shares of common stock.

(6)

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).

(7)	Does not include Ms. Biddle (who departed from the Company during 2022) or Messrs. Doyle or Knight (who each departed from the Company on January 3, 2023 due to the elimination of their positions).


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2023 Proxy Statement

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.


CD&A Table of Contents
Executive Summary				41
Executive Compensation Program Overview				50
Design of Executive Compensation Program				51
2022 Executive Compensation Program				54
Our Executive Compensation Decision-Making Process				63
Other Compensation Programs and Practices				65

The Compensation Committee of the Board of Directors has developed a compensation program that aligns executive compensation with short-term and long-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 regarding the compensation of our named executive officers.

Executive Summary

Our named executive officers for 2022 are listed below:



David J. Lesar	Jason P. Wells	Scott E. Doyle	Monica Karuturi	Gregory E. Knight
Chief Executive Officer & Director	President, Chief Operating Officer and Chief Financial Officer*	Former Executive Vice President, Utility Operations**	Executive Vice President and General Counsel	Former Executive Vice President, Customer Transformation & Business Services**

*	Mr. Jason P. Wells continues to serve as Chief Financial Officer of the Company until his successor is appointed.

**	Mr. Scott E. Doyle and Mr. Gregory E. Knight were separated from the Company on January 3, 2023 due to the elimination of their positions.


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2023 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 each of our named executive officers during 2022. For the current list of the Company’s executive officers, please see our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2023. Our “non-executives” are employees who are not executive officers.

Shareholder Engagement and Say-on-Pay Vote

Summary of Executive Compensation Changes

Our Board and management were disappointed with the results of the 2022 Say-on-Pay vote and, following the 2022 Annual Meeting, we undertook extensive efforts to obtain our shareholders’ views. Following the 2022 Say-on-Pay vote, we reached out to 20 of our top shareholders and met with 13 shareholders, some on multiple occasions, and the Chair of the Compensation Committee met with 11 of these shareholders. As a result of the feedback we received from shareholders, we have made the following changes to our executive compensation:

•

The Compensation Committee has committed to not make one-time equity awards to executive officers, absent extraordinary circumstances, except in connection with new hires or promotions;

•

If a one-time equity award is awarded, it will have at least a three-year vesting period and will be primarily performance based;

•

The Compensation Committee has adopted executive severance guidelines that set forth appropriate limits on any severance payments to our named executive officers;

•

The Company is committed to continue to disclose severance or separation events for its executive officers;

•

The Compensation Committee, supported by management, intends to continue to use its negative discretion to adjust the short-term incentive awards for executive officers downward, when applicable, and disclose qualitative factors considered in exercising negative discretion; and

•

The Company has enhanced its disclosure of the performance achievement metrics for the Company’s 2023 PSU awards.

For additional information regarding our shareholder engagement and our responses, see “—Shareholder Engagements and Responsive Actions Taken by the Company.”

Shareholder Engagements and Responsive Actions Taken by the Company

Feedback from our shareholders is a critical part of our Company’s and the Compensation Committee’s approach to designing our executive compensation program. Each year, we engage in shareholder outreach through various engagement channels including direct meetings, analyst conferences and road shows, among others, and proactively solicit feedback, as described in “Item 1. Election of Directors—Shareholder Engagement” above.

The Company has a track record of responding to shareholder feedback. For example, in response to feedback consistently provided throughout the Company’s engagement efforts, in July 2021, the Board announced the implementation of a new independent leadership and governance structure and implemented a substantial refreshment of the Board, resulting in the appointment of Mr. Martin H. Nesbitt as the Independent Chair of the Board. To facilitate this transition, the Compensation Committee approved a retention award for Mr. Lesar and a severance arrangement with Mr. Milton Carroll, former Executive Chairman.

Following these changes and as part of our commitment to solicit and understand the perspectives of our shareholders, we proactively reached out to 28 of our top shareholders, representing 68.3% of our outstanding shares, to request meetings prior to the 2022 Annual Meeting where we explicitly sought to discuss and receive feedback on the severance arrangement with Mr. Carroll and the retention award to Mr. Lesar, as well as our new


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Compensation Discussion and Analysis (continued)

governance structure and other ESG matters. However, at the 2022 Annual Meeting of Shareholders, we received 22.2% support on our annual advisory vote on executive compensation. Prior to 2020, our executive compensation programs received strong shareholder support, averaging over 90%. Our Board and management were disappointed with the results of the 2022 Say-on-Pay vote and, following the 2022 Annual Meeting, we undertook extensive efforts to obtain our shareholders’ views on our executive compensation program. Specifically, we reached out to 20 of our top shareholders, representing 63.2% of our outstanding shares, to discuss and receive feedback on the 2022 Say-on-Pay vote and potential changes to our compensation program in response to concerns expressed through the 2022 Say-on-Pay vote. While our engagement efforts are ongoing, as of March 1, 2023, 13 shareholders representing 39% of our outstanding shares agreed to engage with us.

Key members of our executive leadership team representing Human Resources, Investor Relations, and Corporate Governance, along with our Compensation Committee Chair in certain instances, participated in our recent shareholder engagements. We provided an open forum to each shareholder to discuss and comment on any aspects of the Company’s executive compensation program or ESG matters. The Company, after filing this proxy statement, will continue to keep in contact with shareholders the Company has engaged, as well as the other shareholders who chose not to engage with the Company, to continue to receive any additional feedback.


SHAREHOLDER REPRESENTATION		Prior to the 2022 Annual Meeting, we reached out to 28 of our top shareholders, representing 68.3% of our outstanding shares, and met with 11 shareholders, representing 18.8% of our outstanding shares. Following the 2022 Say-on-Pay vote, we reached out to 20 of our top shareholders, representing 63.2% of our outstanding shares, and met with 13 shareholders, some on multiple occasions, representing 39% of our outstanding shares. • Met with shareholders in fourth quarter 2022 to discuss 2022 say-on-pay vote, including shareholder concerns and actions they would like to see from the Company • Followed up with shareholders previously engaged in February 2023 to discuss proposed Company responses and receive shareholder feedback • The Company will continue to actively seek feedback from shareholders following the filing of this proxy statement

MEETING PARTICIPATION		Key members of our executive leadership team representing Human Resources, Investor Relations, and Corporate Governance, along with our Compensation Committee Chair in certain instances, participated in our shareholder engagement. For our engagement after our 2022 Annual Meeting, the Chair of the Compensation Committee met with 11 out of 13 shareholders we engaged.


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Compensation Discussion and Analysis (continued)


MEETING TOPICS		In addition to discussing any topics the shareholders brought up, the Company sought to discuss the following topics with its shareholders: • 2022 Say-on-Pay vote, including the 2021 retention award to the Chief Executive Officer and the 2021 severance arrangement with the Former Executive Chairman; • Company’s executive compensation practices, including the ongoing short- and long-term incentive program design; • Company’s succession planning and development of executive management team; • Company’s ESG/Sustainability practices; and • Company’s governance practices, including the transition to an independent governance structure.

SHAREHOLDER FEEDBACK		The table below summarizes the topics our shareholders asked us to consider in our most recent engagement efforts, and we shared the shareholder feedback with the Compensation Committee and Board for their consideration as we continue to evaluate our executive compensation program and ESG practices. Upon consideration of their feedback, we implemented certain changes as summarized in the table below.

These meetings with our shareholders provided the Compensation Committee and the Board with valuable insights into our shareholders’ perspectives on our compensation program and potential improvements to the program, as described further below. Following the shareholder outreach, with input from its independent compensation consultant and management, the Compensation Committee conducted its annual review of our programs, including performance metrics and targets.

Overall, we received generally positive feedback from the shareholders who engaged with us regarding:

•

the Company’s regular ongoing compensation program,

•

the Company’s transition to an independent Board governance structure,

•

the departure of the former Executive Chairman,

•

the performance of the senior management team, and

•

the Company’s ESG efforts.

Most shareholders we engaged who voted against our Say-on-Pay resolution at the 2022 Annual Meeting indicated the retention award granted to our Chief Executive Officer and the severance arrangement with our former Executive Chairman were the primary bases for their voting decisions. These awards were made under a unique set of circumstances, including ensuring a smooth transition to an independent Board structure during a critical time for the Company as management implemented and executed on its strategic plan to become a premium utility, including, among other items, the launch of the Company’s 10-year capital plan, the Company’s exit from its midstream investments in order for the Company to become a pure-play, regulated utility, and the sale of its LDCs in Oklahoma and Arkansas.


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2023 Proxy Statement

Compensation Discussion and Analysis (continued)

The table below summarizes topics our shareholders asked us to consider and our response.


WHAT WE HEARD FROM OUR SHAREHOLDERS				HOW WE RESPONDED

Executive Compensation

Shareholders were generally supportive of the Company’s compensation program as a whole but voiced concerns over one-off retention awards that had a short vesting period and are solely time-based				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 has not made any special one-time equity awards to executive officers since those granted to Mr. Lesar in 2021.

Shareholders expressed concern regarding the size of the Company’s recent severance / separation arrangements				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 a severance payment. Eligibility and amounts of any payments remain subject to Compensation Committee discretion. • The Compensation Committee has committed to applying the limitations set forth in the guidelines in determining severance payments to named executive officers, if any. • Recent severance payments made to Messrs. Doyle and Knight in connection with the elimination of their positions complied with the guidelines. For further information, including cash severance limits, please see below “Executive Compensation Tables—Potential Payments Upon Change in Control or Termination—Executive Severance Guidelines.”

Shareholders desire greater understanding regarding severance / separation arrangements				The Company seeks to follow best-in-class practices when it comes to disclosing severance or separation arrangements with executive officers. In connection with the adoptions of the executive severance guidelines: • The Company will continue to disclose severance or separation events for its executive officers through press releases and Securities and Exchange Commission filings; and • The Company seeks to provide greater transparency with the adoption of the executive severance guidelines and will disclose whether a severance arrangement complies with the guidelines.


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Compensation Discussion and Analysis (continued)


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Compensation Discussion and Analysis (continued)


WHAT WE HEARD FROM OUR SHAREHOLDERS				HOW WE RESPONDED

Executive Succession Planning and Leadership Development

Shareholders desire greater disclosure regarding the Company’s succession planning				The Board and the Compensation Committee are actively engaged in overseeing the Company’s succession planning as one of their top priorities. • The Board has been focused on developing the Company’s internal pipeline of future leaders through, among other things: • Developing internal candidates’ diverse skills through CNP University, CenterPoint Energy’s corporate university that provides training resources and classes in customer service, electric operations, finance, gas operations, information technology, professional development and safety, and CNP’s Leadership Academy, a year-long program for high potential employees where the participants develop their leadership skills and meet with senior leadership throughout the organization; • Mentoring and direct reporting between internal leaders and executive officers; and • Encouraging internal leaders to interact with the Board through formal presentations during Board meetings. • The Board also works with outside consultants to evaluate external candidates, as appropriate. • As a result, the Company has publicly announced a number of promotions, including below the executive officer level, and disclosed our new streamlined organizational structure. Pursuant to shareholder feedback, the Company will continue to provide greater disclosure to shareholders regarding succession planning and will provide opportunities for shareholders to meet non-executive officer senior management. • The Company will continue to use press releases to disclose organizational changes, including significant changes below the executive officer level. • The Company will provide opportunities for shareholders to meet and develop relationships with non-executive officer senior management at conferences and meetings with shareholders. For additional disclosure regarding the Company’s succession planning, see “Item 1. Election of Directors—Executive Succession Planning and Leadership Development” and “—Execution on Succession Planning.”

Governance

Shareholders desire greater understanding how each Board member and their skills contribute to the execution of the Company’s strategy.				The Company has undertaken an extensive Board refreshment process over the past several years and the Governance, Environmental and Sustainability Committee continues to evaluate the membership of the Board to ensure a diverse set of experiences, skillsets and viewpoints are represented on the Board to support the Company’s long-term growth strategy. The Company has undertaken efforts to further clarify the skills each Director represents in supporting the Company’s strategy in the Director biographies and new individual director skillset matrix included in this proxy statement.


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2023 Proxy Statement

Compensation Discussion and Analysis (continued)

In addition to engaging with our shareholders, we also engaged with representatives from Institutional Shareholder Services and Glass Lewis to gain clarity on matters they highlighted in their reports to investors, including how they evaluated our 2022 proxy disclosure and how they intend to evaluate our 2023 proxy disclosure.

2022 Business Performance

During 2022, we continued to execute on our long-term corporate strategy and premium value proposition by, among other things:

•

Exceeding our non-GAAP Adjusted EPS growth rate plan goal for 2022.

•

Achieving peer-leading total shareholder return (TSR) of 10.0% for 2022 and 19.5% for the three years ended 2022.

•

Exiting the midstream space with the sale of our equity interest in Energy Transfer, LP.

•

Closing the sale of our Arkansas and Oklahoma natural gas LDCs.


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Compensation Discussion and Analysis (continued)

2022 Compensation Highlights

•

Although we exceeded our non-GAAP Adjusted EPS growth rate goal, pursuant to management’s recommendation, the Compensation Committee exercised its negative discretion to reduce the 2022 short-term incentive achievement for the executive officers from 200% to 165%, in recognition of the performance of certain non-financial performance metrics applicable to non-executives under the short-term incentive plan.

•

2020 performance shares vested at 200% of target as a result of the Company ranking 1^st in the peer group for the three years TSR ended 2022 and exceeding our non-GAAP cumulative net income targets.

•

In order to highlight the importance of sustainability and address climate change, beginning in 2022, the Compensation Committee approved including a carbon emissions reduction performance metric in the Company’s long term incentive plan with such awards accounting for 5% of the total 2022 long term incentive award.

Execution on Succession Planning

As noted above, our Board of Directors and Chief Executive Officer took steps to strengthen the Company’s succession planning by both developing internal talent, evaluating external candidates and implementing a new streamlined organizational structure for the Company. Continuing the Company’s succession planning is a top priority for the Board and the Company’s shareholders. In connection with the execution of the Company’s ongoing succession planning process, the Company recently announced the below organizational changes. These organizational changes are designed to facilitate the Company’s long-term growth strategy, its service to customers and communities, value-creation for stakeholders, operational efficiencies, and corporate governance.

President, Chief Operating Officer and Chief Financial Officer, Jason Wells

On November 1, 2022, the Company announced the promotion of Jason P. Wells, Executive Vice President and Chief Financial Officer, to the role of President and Chief Operating Officer, effective January 1, 2023. Mr. Wells also continues to serve as the Company’s Chief Financial Officer until the Company appoints a new Chief Financial Officer. In his new role, Mr. Wells will bring his deep industry experience, operational expertise, financial acumen, clear strategic vision for the Company, and proven track record of leadership to his new position.

Former Executive Vice President, Utility Operations, Scott E. Doyle

In connection with the implementation of the new streamlined organizational structure, our former Executive Vice President, Utility Operations, Scott E. Doyle, was separated from the Company on January 3, 2023 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, Mr. Doyle received (i) 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, (ii) full vesting of his outstanding 2020, 2021 and 2022 stock awards under the Company’s 2009 Long Term Incentive Plan, including dividend equivalents, of 9,648 shares payable in 2023, 11,439 shares payable in 2024 and 13,946 shares payable in 2025, respectively, with the 2021 and 2022 stock awards subject to achievement of applicable performance goals, and (iii) continued vesting of his 2021 and 2022 performance share unit awards under the Plan, including dividend equivalents, of 34,318 target shares payable in 2024 and 41,837 target shares payable in 2025, respectively, in each case, subject to achievement of applicable performance goals. Additionally, Mr. Doyle is eligible for 18 months of continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at active employee rates and 9 months of outplacement services, and, until December 31, 2023, he will continue 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. The severance payments provided to Mr. Doyle comply with the Company’s executive severance guidelines.


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2023 Proxy Statement

Compensation Discussion and Analysis (continued)

Former Executive Vice President, Customer Transformation and Business Services, Gregory E. Knight

In connection with the implementation of the new streamlined organizational structure, our former Executive Vice President, Customer Transformation and Business Services, Gregory E. Knight, was separated from the Company on January 3, 2023 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, Mr. Knight received (i) a lump sum cash payment of $1,166,000 representing a separation payment equal to 1.5x Mr. Knight’s base salary and 1x his target short-term incentive award; (ii) payment of his short-term incentive award for the 2022 performance year at the approved achievement level for other executive officers, (iii) a lump sum cash payment of $100,000 to compensate Mr. Knight for relocation expenses incurred in connection with his separation, (iv) full vesting of the remaining 4,872 shares under Mr. Knight’s sign-on equity incentive award, which were scheduled to vest on August 17, 2023 had Mr. Knight remained employed with the Company, and (v) vesting of Mr. Knight’s other outstanding equity awards under the Company’s 2009 Long Term Incentive Plan pursuant to certain vesting provisions under the applicable award agreements such that (x) his outstanding 2020, 2021 and 2022 stock awards, including dividend equivalents, of 11,274 shares payable in 2023, 10,894 shares payable in 2024 and 9,362 shares payable in 2025, respectively, fully vest, with the 2021 and 2022 stock awards subject to achievement of applicable performance goals and (y) his 2021 and 2022 performance share unit awards including dividend equivalents, of 32,683 target shares payable in 2024 and 28,086 target shares payable in 2025, respectively, continue to vest subject to achievement of applicable performance goals. Additionally, Mr. Knight is eligible for 18 months of continued health coverage under COBRA at active employee rates and 9 months of outplacement services, and, until December 31, 2023, he will continue to receive financial planning services available to the Company’s executive officers. The severance payments provided to Mr. Knight comply with the Company’s executive severance guidelines.

Executive Compensation Program Overview

Our Compensation Objectives

Our executive compensation program is designed to achieve the objectives as set forth below:


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2023 Proxy Statement

Compensation Discussion and Analysis (continued)

Compensation Program Key Features and 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

		✓		Strong Pay for Performance. 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.

		✓		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.

		✓		“Double Trigger” Provisions for Change in Control Plan and Equity Awards. Our change in control plan and equity award agreements include a “double 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.

		✓		No Excise Tax Gross Up Payments. Our change in control plan does not provide for excise tax gross up payments.

		✓		Stock Ownership Guidelines. We have established executive stock ownership guidelines applicable to all of our officers to appropriately align the interests of our officers with our shareholders’ interests.

		✓		Benchmark to Market. We benchmark each major element of target compensation against the middle of the market (25^th – 75^th percentiles) because we believe the middle of the market is a generally accepted benchmark of external competitiveness.

		✓		Incentive 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.

		✓		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.

		✓		100% Independent Compensation 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.

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


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Compensation Discussion and Analysis (continued)

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 2022 compensation programs and their purpose in advancing our strategic objectives are outlined below.


	ELEMENT	FORM OF AWARD	PERIOD	PURPOSE
Fixed	Base Salary	Cash	One year	✓ Fixed, competitive level of compensation based on scope and complexity 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 Company’s long-term business strategy ✓ Considers individual performance and contributions to Company performance ✓ Short-term incentive funding for our named executive officers is based on achieving a non-GAAP Adjusted EPS goal ✓ Potential payout subject to diversity, equity and inclusion negative-only ESG modifier ✓ Potential payout also subject to discretion of Compensation Committee, including downward modification for alignment with achievement of Company non-financial metrics applicable to non-executive short-term incentive awards.
	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 in the last full calendar year of the vesting period


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Compensation Discussion and Analysis (continued)

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, 2022

(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 (approved by the Compensation Committee in 2022).


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2023 Proxy Statement

Compensation Discussion and Analysis (continued)

2022 Executive Compensation Program

2022 Target Compensation Opportunities for Named Executive Officers

The overall objectives and structure of our ongoing executive compensation program for our named executive officers remained largely unchanged in 2022 as compared to 2021. In February 2022, the Compensation Committee reviewed the base salary and short-term and long-term incentive targets for each of our named executive officers and determined their respective levels to provide each officer a competitive total direct target compensation opportunity as shown below.



Name	2022 Base Salary	2022 Short- term Incentive Target (% of Salary)	2022 Short-term Target Opportunity	2022 Long- term Incentive Target (% of Salary)	2022 Long-term Target Opportunity	2022 Total Direct Target Compensation
David J. Lesar	$1,475,000	140%	$2,065,000	575%	$8,481,250	$12,021,250
Jason P. Wells	$ 695,000	75%	$ 521,250	250%	$1,737,500	$ 2,953,750
Scott E. Doyle	$ 600,000	75%	$ 450,000	250%	$1,500,000	$ 2,550,000
Monica Karuturi	$ 580,000	70%	$ 406,000	190%	$1,102,000	$ 2,088,000
Gregory E. Knight